TCR_Public/041004.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, October 4, 2004, Vol. 8, No. 214

                          Headlines

165-10 ARCHER AVE: Case Summary & 5 Largest Unsecured Creditors
AAIPHARMA INC: Indicates Possible Default on 11.5% Sr. Sub. Notes
ACCERIS COMMS: June 30 Balance Sheet Upside-Down by $51,672,000
AIR CANADA: Exits CCAA Protection & Implements Plan of Arrangement
AIR CANADA: Promontoria Pays CDN$250M for 9% Stake in ACE Aviation

AIR CANADA: Did Not Seek Federal Help on Bombardier Jets Purchase
AIRGATE PCS: Provides Financial and Operating Guidance for 2004
AIRGATE PCS: S&P Junks Proposed $175 Million Senior Secured Notes
AIRLEASE LTD: Completes Liquidation & Terminates Partnership
ALASKACATCH LLC: Case Summary & 14 Largest Unsecured Creditors

AMERIDEBT INC: Creditors Must File Proofs of Claim by Oct. 12
ARCAP RESECURITIZATION: Fitch Puts Low-B Ratings on Six Classes
AVADO BRANDS: Appoints Raymond Barbrick as Chief Executive Officer
BALLY TOTAL: Moody's Puts B2 Rating on Planned $175M Facility
BEAUMONT HOUSING: Moody's Pares Revenue Bonds' Rating to Ba2

BELL CANADA: Union Says Toronto Office Should Remain Open
BOSTON PROPERTY: Case Summary & 6 Largest Unsecured Creditors
CALPINE CORP: Closes $785 Million Senior Secured Debt Offering
CANADA PAYPHONE: Completes Reorg. to Become Globalive Subsidiary
CATHOLIC CHURCH: U.S. Trustee Meets Tucson's Creditors on Dec. 2

CENCOTECH: Discloses $2,328,669 Stockholders' Deficit at July 31
CENDANT MORTGAGE: Fitch Puts Low-B Rating on Classes B-4 & B-5
CHALK MEDIA: Grants Insiders Options to Purchase 200,000 Shares
COEUR D'ALENE: S&P Holds B- Corp. Credit & Sr. Unsec. Debt Ratings
CONGOLEUM CORP: Retains Pillsbury as Substitute Bankruptcy Counsel

COVANTA ENERGY: Wants Exclusive Periods Extended Until April 18
EDISON MISSION: Fitch Assigns Single-B Ratings on Senior Debts
ELIZABETH ARDEN: Moody's Reviews Ratings for Possible Upgrade
ENRON CORP: Gets Court Nod to Assign 12 Agreements to Prisma
EXIDE TECH: Amends Severance Portion of Income Protection Plan

FORT WORTH: Moody's Ratings Slide Three Notches to B3
FOXMEYER CORP: Bart Brown Requests $807 Per Hour for Work
FULCRUM DIRECT: Asks Court to Dismiss Chapter 11 Cases
GMAC COMMERCIAL: Moody's Junks Three Certificate Classes
HA-LO INDUSTRIES: Court Will Hear Zurich Settlement Pact Today

HEILIG-MEYERS: Unsecured Creditors Can Expect 7% to 48% Recovery
HLM DESIGN: Auctioning Substantially All Assets on Wednesday
HOLLINGER INC: Majority of Noteholders Agree to Amend Indenture
HOLLINGER INC: Obtains Waiver on Periodic Reporting Requirements
HOLLINGER INC: Closes Private Placement of $15M 2nd Priority Notes

HOLLINGER: Still Reviewing Financial & Special Committee's Reports
HORIZON ASSET: Fitch Assigns Low-B Ratings to Classes B-4 & B-5
HUMAN GENOME: S&P Junks $250M Convertible Subordinated Debt Issue
HUNTSMAN LLC: Moody's Puts B2 Rating on Planned $350M Facility
IMC GLOBAL: Fitch Assigns Low-B Ratings to Sr. Unsecured Debts

INTERMET CORP: Files for Chapter 11 Protection in E.D. Michigan
INTERMET CORPORATION: Voluntary Chapter 11 Case Summary
INTERMET CORP: S&P's Rating Tumbles to D After Bankruptcy Filing
INTERSTATE BAKERIES: Paying $1.2MM Prepetition Sales & Use Taxes
INTRAWEST: Completes Consent Solicitation on 10.5% Senior Notes

IPSCO INCORPORATED: Appoints Patricia Kampling as Treasurer
JILLIAN'S ENT: Files Joint Liquidating Plan in W.D. Kentucky
K KONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
KAISER ALUMINUM: Court Okays QAL Sale Bidding Procedures
KAISER: Century & Noranda Completes Gramercy Plant Acquisition

KMART CORP: Eddie Lampert Discloses 46.69% Equity Stake in Kmart
KRAMONT REALTY: Modifies & Extends $125 Million Credit Facility
LEVEL 3: Fitch Junks Senior Unsecured & Convertible Debt Ratings
LIFESTREAM TECH: Reports 169% Growth in July 2004 Shipments
MAXIM CRANE: Committee Wants Stroock & Lavan as Counsel

MEDIACOM COMMS: S&P Lowers Corporate Credit Rating to BB-
MERRILL LYNCH: Fitch Puts Low-B Ratings on Six Cert. Classes
MICROCELL: Campaigns for Acceptance of Rogers Wireless' Offer
MICROCELL: Rogers Wireless Mails Offering Docs to Securityholders
MORGAN COMMERCIAL: Fitch Junks Classes G & H Mortgage Certs.

MORTGAGE CAPITAL: Moody's Slashes Class G Rating to Ca from B3
NEWCASTLE CDO: S&P Puts BB Rating on Class V $475 Million Notes
NEW WEATHERVANE: Has Until Dec. 31 to Make Lease-Related Decisions
NEXPAK CORP: Gets Court Nod to Hire Barrier as Financial Adviser
NORTEL NETWORKS: Plans to Lay Off 3,250 Employees to Save $220M

NORTEL NETWORKS: Has to File Financial Reports by October 31
NORTHWESTERN STEEL: IMA Advisors Bids $20K to Buy Un-Issued Stock
NOVA CHEMICALS: Declares $0.10 Per Common Share Quarterly Dividend
NOVA CHEMICALS: Fitch Puts BB+ Rating on Senior Unsecured Debt
ONSITE TECHNOLOGY: U.S. Trustee Meeting with Creditors on Oct. 5

RAYTHEON: Likely Debt Cuts Prompts Fitch's Positive Outlook
RCN CORP: Asks Court to Extend Removal Period to January 17
RELIANCE GROUP: Wants Court Okay on $166.5 Million PBGC Settlement
RESIDENTIAL ACCREDIT: Corrections Cue Fitch to Lift Junk Rating
SCHLOTZSKY'S INC: Slates Annual Shareholders Meeting for Dec. 9

SI CORPORATION: Moody's Junks Planned $230M Senior Secured Notes
SMTC CORPORATION: Appoints John E. Caldwell as President and CEO
SMTC CORP: Appoints Mr. Patrick Dunne Senior VP for Operations
SMTC CORP: Planned Lay-Offs Will Cost $2.0 Mil. to $3.0 Mil.
SMTC CORP: Will Effect One-For-Five Reverse Stock Split Today

SOUTHERN STATES: S&P Places B Rating on Planned $100M Senior Notes
SPIEGEL INC: Court Extends Exclusive Plan Filing to January 5
SR TELECOM: Robert E. Lamoureux Joins Board of Directors
SUMMIT WASATCH: Voluntary Chapter 11 Case Summary
SYDRAN GROUP: Selling 200+ Burger King Restaurants to Cerberus

TOPS APPLIANCE: Congress Financial Wants DIP Loan Paid Now
UAL CORP: Court Extends Exclusive Right to File Plan Until Nov. 1
UAL CORP: Objects to Chapter 11 Trustee Appointment
ULTRA MOTORCYCLE: Trustee Selling a Bike for Pennies on the Dollar
WESTERN REFINING: S&P Affirms B+ Corp. Rating & Lifts CreditWatch

Z-TEL TECH: Begins Exchange Offer for Outstanding Preferred Stock

* BOND PRICING: For the week of October 4 - October 8, 2004

                          *********

165-10 ARCHER AVE: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: 165-10 Archer Avenue Incorporated
        244 Madison Avenue, #272
        New York, New York 10016

Bankruptcy Case No.: 04-16337

Type of Business: The Debtor owns and operates a 10-store strip
                  mall located at 92-61 165th Street in Jamaica,
                  New York.

Chapter 11 Petition Date: September 30, 2004

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Arnold Mitchell Greene, Esq.
                  Robinson Brog Leinwand Greene
                  Genovese & Gluck, P.C.
                  1345 Avenue of the Americas, 31st Floor
                  New York, NY 10105
                  Tel: 212-586-4050
                  Fax: 212-956-2164

Total Assets: $1,822,000

Total Debts:  $1,242,002

Debtor's 5 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
NYC Dept. of Tax and Finance                $44,000

Con Edison                                   $3,000

I.S.M. Electrical Contractors               $11,850

Omni Title Agency                           $10,000

TCRM                                         $9,878


AAIPHARMA INC: Indicates Possible Default on 11.5% Sr. Sub. Notes
-----------------------------------------------------------------
aaiPharma Inc. (NASDAQ: AAII) will not make the October 1, 2004
interest payment on its 11.5% Senior Subordinated Notes due 2010,
and will use the 30-day grace period provided under the Notes for
failure to pay interest to enter into discussions with an ad hoc
committee formed by certain holders of the Notes. An aggregate
interest payment of $10.0 million was due on the Notes on Oct. 1,
2004. Failure to make the interest payment by October 31, 2004,
would constitute an event of default under the Notes, permitting
the trustee under the Notes or the holders of 25% of the Notes to
declare the principal and interest thereunder immediately due and
payable.

The Company believes there is a likelihood that it will be in
default of certain financial covenants under its senior credit
facility, and is in ongoing active discussions with its lender to
seek waivers and/or consents for these potential defaults.

                          *     *     *

As reported in the Troubled Company Reporter's on April 29, 2004,
Standard & Poor's Ratings Services affirmed its 'CCC' corporate
credit and 'CC' subordinated debt ratings on aaiPharma, Inc. At
the same time, Standard & Poor's removed the ratings on the
Wilmington, North Carolina-based specialty pharmaceutical company
from CreditWatch.

S&P's outlook on aaiPharma is negative.

"The low speculative-grade ratings reflect the company's improved
but still limited liquidity given the lack of visibility of
aaiPharma's profitability and cash flow generation," said Standard
& Poor's credit analyst Arthur Wong.


ACCERIS COMMS: June 30 Balance Sheet Upside-Down by $51,672,000
---------------------------------------------------------------
Acceris Communications, Inc., (OTC-BB:ACRS.OB) reported its
financial results for the second quarter ended June 30, 2004.

The Company's total operating revenue from continuing operations
for the second quarter ended June 30, 2004 was $26.5 million, a
decrease of 28 percent from $37.0 million in the second quarter of
2003.  Included in the three months ended June 30, 2003 is
$4.1 million related to a network service offering that was
discontinued in 2003.

For the three months ended June 30, 2004, the Company had a loss
from continuing operations of $8.2 million compared to a loss from
continuing operations of $5.2 million for the second quarter of
2003.  The Company's net loss was $8.2 million in the second
quarter of 2004 compared to a loss of $4.8 million in the second
quarter of 2003.  The net loss per common share was $0.43 in the
second quarter of 2004 versus a net loss per common share of $0.82
in the second quarter of 2003.

For the six months ended June 30, 2004, the Company's total
operating revenue was $61.7 million compared to $67.4 million in
the first six months of 2003.  The Company had a loss from
continuing operations of $9.5 million compared to a loss from
continuing operations of $20.7 million for the six months ended
June 30, 2003.  The Company recorded a net loss of $9.4 million
for the six months ended June 30, 2004 versus a net loss of
$20.6 million for the six months ended June 30, 2003.  The net
loss per common share was $0.49 for the six-month period in 2004
versus a net loss per common share of $3.53 in the first six
months of 2003.

As of June 30, 2004, stockholders' deficit widened to $51,672,000
compared to a $42,953,000 at December 31,2004.

Recent significant events:

   -- Expanded local dial tone service into the states of
      Pennsylvania, Massachusetts and Florida, and ended the
      quarter with approximately 11,000 subscribers.

   -- In August, the Company implemented a plan to reduce
      operating costs and appropriately staff the organization in
      line with second quarter revenue and revenue expectations
      for the remainder of 2004.  The softness in revenue can be
      attributed to the Company's decision to no longer pursue 10-
      10-xxx business, which has a lower return and a higher churn
      rate from 1+ customers, particularly customers who call
      India as the primary destination.

   -- Strengthened board of directors with the additions of Mr.
      Jim Meenan as Vice Chairman and Mr. Frank Tanki as Chairman
      of the Audit Committee

   -- Initiated litigation in defense of VoIP patent portfolio

   -- Divested remaining interest in Buyers United Inc.

"While we are disappointed with our financial results in the first
half of the year, we have taken definitive steps in response to
the regulatory uncertainties facing our industry and the softness
in revenue that we have experienced.  We are confident that our
actions will generate improved operating results and cashflow,"
said Kelly Murumets, President of Acceris Communications.

As reported in the Troubled Company Reporter on October 1, Acceris
(OTCBB:ACRS) management concluded that the accounting principles
as set forth in Emerging Issues Task Force Issue No. 00-27 -- EITF
00-27, regarding Beneficial Conversion Feature -- BCF, had not
been properly applied in current and prior years to its
convertible debentures issued in March 2001.  The initial
determination of the BCF in 2001 at the issue date was correct.
However, adjustments to the number of shares and their conversion
price were made under the debentures' anti-dilution provisions.
The various anti-dilution events and their respective impacts on
the number of shares and the conversion price were disclosed in
the Company's previous public filings.  However, the principles
under EITF 00-27 also require a redetermination of the BCF at each
date an anti-dilution event occurred.  This redetermination was
not completed in prior reporting periods.  Additionally, the
accumulation of unpaid interest costs on these same convertible
debentures has been deemed to be interest paid in kind -- PIK,
such interest also contains a conversion feature which once
assessed as PIK interest required the determination of a BCF.
This determination was not made by the Company in its prior
reportings.

This matter was first raised by the Company's recently appointed
independent auditors, BDO Seidman, LLP, in the course of their
review of the Company's prior public filings.  After discussions
among the Company's management, BDO, and the Company's prior
auditors, PriceWaterhouseCoopers, LLP, the Company's management
concluded that a correction of the prior accounting on this matter
was required.  The Company's management brought the matter for
consideration before the Audit Committee and the full Board of
Directors of the Company.  Having considered the circumstances
underlying the accounting errors and their effects upon the
Company's prior filings, and having discussed the matter with the
BDO and PWC representatives as well as the Company's management,
the Audit Committee concluded that the previously issued financial
statements should not be relied upon and approved and authorized
the Company's management to amend certain previously filed public
reports.

                         About Acceris

Acceris is a broad based communications company serving
residential, small and medium-sized business and large enterprise
customers in the United States.  A facilities-based carrier, it
provides a range of products including local dial tone and 1+
domestic and international long distance voice services, as well
as fully managed and fully integrated data and enhanced services.
Acceris offers its communications products and services both
directly and through a network of independent agents, primarily
via multi-level marketing and commercial agent programs.  Acceris
also offers a proven network convergence solution for voice and
data in Voice over Internet Protocol -- VoIP -- communications
technology and holds two foundational patents in the VoIP space.
For further information, please visit Acceris' website at
http://www.acceris.com/


AIR CANADA: Exits CCAA Protection & Implements Plan of Arrangement
------------------------------------------------------------------
Air Canada has successfully completed its restructuring process
and implemented its Plan of Arrangement. The airline is exiting
from CCAA protection with reduced operating costs, a strengthened
balance sheet, a reorganized corporate structure and has a fleet
renewal and commercial strategy intended to achieve sustained
growth and profitability. The Corporation is well positioned to
generate positive operating income and cash flow and has reduced
its net debt and capitalized operating lease obligations from
approximately $12 billion to less than $5 billion. In addition,
the Corporation has raised $1.1 billion of new equity capital and,
as of Thursday, has approximately $1.9 billion of cash on hand.

"We're emerging from CCAA focused and well on our way to becoming
a profitable, growing and competitive company in a rapidly
changing industry," said Robert Milton, Chairman, President and
CEO of ACE Aviation Holdings Inc. "We have not only reduced our
cost structure and strengthened our balance sheet, we have
fundamentally reinvented who we are. Air Canada can no longer be
considered a traditional legacy carrier. At a time when our major
competitors in the US are struggling, we have radically
transformed this airline into a highly connected global network
carrier offering the simplicity and ease of our low cost
competitors."

The different steps of the Plan were completed earlier today
including the following transactions:

   -- The corporate reorganization of the Corporation became
      effective with the various business segments within the Air
      Canada group now established as separate legal entities.
      Under the new corporate structure, ACE Aviation Holdings
      Inc. is now the parent holding company under which the
      reorganized Air Canada and separate legal entities are held.
      In addition to Aeroplan, Air Canada Jazz, Destina.ca and
      Touram (Air Canada Vacations) which were already established
      as separate legal entities, Air Canada Technical Services,
      Air Canada Cargo and Air Canada Groundhandling were
      established as separate legal entities.

   -- The by-laws of ACE were implemented as part of the Plan and
      the new Board of Directors of ACE has taken office. The
      Board took several actions at its first-official meeting,
      held earlier Thursday. Robert Milton was appointed Chairman
      and Michael Green of Cerberus Operations was appointed Lead
      Director. In addition, the Board established two sub-
      committees of the Board comprised exclusively of independent
      directors - the Audit, Finance & Risk Committee and the
      Governance & Corporate Matters Committee. The ACE Board also
      approved a Directors' Stock Ownership Policy that will
      require independent directors to own a minimum amount of
      stock.

   -- The Global Restructuring Agreement with GECC (General
      Electric Capital Corporation) and affiliates became
      effective. The agreement provides for the restructuring of
      leases and an agreement on financing to be used for future
      acquisitions of new regional jet aircraft. The terms of the
      exit facility portion of the agreement were amended such
      that the term loan on exit is now approximately C$540
      million.

   -- In accordance with the Standby Purchase Agreement with
      Deutsche Bank Securities Inc., ACE completed the issuance of
      shares under its rights offering for proceeds of $850
      million. DB acted as standby purchaser and acquired the
      shares relating to unexercised rights.

   -- In accordance with the Investment Agreement with Cerberus
      ACE Investment, LLC, Promontoria Holding III B.V., an
      affiliate of Cerberus Capital Management L.P., subscribed
      for and purchased $250 million of convertible preferred
      shares of ACE, representing on an as converted basis 9.16
      per cent of the fully diluted equity of ACE.

   -- The Corporation confirmed that 77,334,674 Class A variable
      voting shares (ACE.RV) of ACE and 11,480,430 Class B voting
      shares (ACE.B) of ACE were issued today and will start
      trading on the Toronto Stock Exchange (TSX) on October 4,
      2004. Ernst & Young, as court-appointed Monitor and
      disbursing agent under the Plan, has retained in escrow
      7,680,365 ACE shares pending the resolution of the disputed
      claims.

Mr. Milton said the Plan and the business strategy will allow Air
Canada to compete effectively in the current and future airline
industry environment. "We've reduced our cost structure. We've
redefined and enhanced our products and services. We've
rationalized our fleet, introducing new wide body and, soon, new
regional aircraft to ensure we have the right aircraft to
optimally serve current and new destinations throughout our global
network. And we've streamlined and enhanced our corporate
structure with a view to maximizing the inherent value of our
overall franchise and each of our business units."

"Our successful restructuring was only possible through the
willingness of our employees, lessors and creditors to embrace
change. Today's outcome is also due in part to the efforts of the
many individuals involved in the restructuring over the past 18
months. I thank them for their hard work and efforts in overcoming
every hurdle along the way."

"It has been a particularly difficult time for our employees and I
thank them for their loyalty, dedication and sheer determination
to ensure this great airline's survival. And I thank Air Canada's
customers for their unwavering support throughout this process. We
will continue to introduce innovative products that our customers
value and that will keep them coming back. And we'll be further
streamlining our processes to be more customer and employee
friendly. [Thursday] marks a defining moment for the new Air
Canada and I am confident customers and employees alike will soon
recognize the signs of a newly energized airline poised for
success."

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.
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: Promontoria Pays CDN$250M for 9% Stake in ACE Aviation
------------------------------------------------------------------
An investment in ACE Aviation Holdings Inc., the parent company of
Air Canada, has been completed by Promontoria Holding III, an
affiliate of Cerberus Capital Management, L.P. Cerberus is the
equity sponsor in the restructuring of Air Canada.

Pursuant to an Investment Agreement dated June 23, 2004 and the
plan of reorganization, compromise and arrangement of Air Canada,
Promontoria paid Cdn$250 million to acquire 12,500,000 (100%) of
the Preferred Shares of ACE Aviation Holdings, Inc., representing,
on an as-converted basis, 9.16% of the fully diluted equity of
ACE.  As at September 30, 2004, the Preferred Shares are
convertible into approximately 10.7% of the Class A Variable
Voting Shares of ACE and represent approximately 2.67% of the
voting rights attached to voting securities of ACE.  Promontoria
is appointing three directors to ACE's 11-member board.

As a result of the cross-convertibility between the Variable
Voting Shares and ACE's Class B Voting Shares and the limit on
votes attached to the Variable Voting Shares, the voting rights
attached to the various classes of ACE shares and the ACE
Preferred Shares will vary on a daily basis.  In addition, the
conversion rights of the ACE Preferred Shares may adjust over
time, which will affect the voting rights attached to the ACE
Preferred Shares.

The securities of ACE are held for investment purposes, and
Promontoria generally is restricted from transferring the
Preferred Shares for a two-year period.  Promontoria's investment
in ACE securities will be reviewed on a continuing basis and its
holdings may be increased or decreased in the future.

Promontoria Holding III BV, is located at Amalialaan 41C, 1st
Floor, 3743 KE BAARN, The Netherlands.

Cerberus Capital Management, L.P. is a New York-based global
private investment firm, which, together with its affiliates,
manages in excess of US$14 billion of unlevered capital.

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 Section 304
petition with the U.S. Bankruptcy Court for the Southern District
of New York (Case No. 03-11971).  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: Did Not Seek Federal Help on Bombardier Jets Purchase
-----------------------------------------------------------------
Air Canada confirmed that it has at no time approached the federal
government for financial assistance for its acquisition of
Bombardier Regional Jets, contrary to information attributed to
government sources contained in an article that appears in Globe &
Mail's September 29 edition.

Air Canada has been assured by the manufacturer of competitive
financing terms and it is the manufacturer's responsibility to
arrange the terms to the buyer's satisfaction.

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.
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.


AIRGATE PCS: Provides Financial and Operating Guidance for 2004
---------------------------------------------------------------
AirGate PCS, Inc. (Nasdaq:PCSA), a PCS Affiliate of Sprint,
announced guidance for its fourth quarter ending Sept. 30, 2004.

                                          Three Months Ended
                                          September 30, 2004
     (Dollars in millions)              Low             High
                                      -------         --------
     Net additions                      8,500            9,500
     Total revenues                   $    88         $     92
     EBITDA (1)                       $    16         $     18
     Capital expenditures                 Approximately $4

          (1)  EBITDA excludes an approximately $10.9 million
               one-time adjustment related to the settlement
               with Sprint announced on September 14, 2004.

                        About AirGate PCS

AirGate PCS, Inc. is the PCS Affiliate of Sprint with the right to
sell wireless mobility communications network products and
services under the Sprint brand in territories within three states
located in the Southeastern United States. The territories include
over 7.4 million residents in key markets such as Charleston,
Columbia, and Greenville-Spartanburg, South Carolina; Augusta and
Savannah, Georgia; and Asheville, Wilmington and the Outer Banks
of North Carolina.

At June 30, 2004, AirGate PCS, Inc.'s balance sheet showed a
$89,148,000 stockholders' deficit, compared to a $376,997,000
deficit at September 30, 2003.


AIRGATE PCS: S&P Junks Proposed $175 Million Senior Secured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
AirGate PCS Inc.'s proposed $175 million senior secured floating-
rate notes due 2011, to be issued under Rule 144A with
registration rights.  These notes have a first-priority lien on
all assets and are guaranteed on a senior secured basis by all
existing and future subsidiaries.

Simultaneously, Standard & Poor's revised its ratings outlook on
AirGate to positive from developing.  The 'CCC+' corporate credit
rating and the 'CCC-' rating on the company's senior subordinated
notes (which are secured by a second lien on all assets) were
affirmed.

Proceeds from the notes issuance will be used to refinance about
$135 million of bank debt and call about $2 million remaining of
the company's 13.5% subordinated discount notes. The existing
rating on the bank loan will be withdrawn upon completion of the
deal.  Pro forma for the refinancing, AirGate had total debt of
about $334 million (about $380 million after adjusting for
operating leases) at June 30, 2004.

"The outlook revision reflects expectations of continued EBITDA
growth and, after the refinancing, improved financial
flexibility," explained Standard & Poor's credit analyst Michael
Tsao.  As AirGate has become a more mature business and achieved
critical subscriber scale, EBITDA has increased to about
$20 million (EBITDA margin of about 23%) during the quarter ended
June 2004, from about $14 million (EBITDA margin of about 16%) the
previous year.

The combination of growing EBITDA and limited capital spending
also enabled the company to generate about $30 million of free
cash flow in the nine months ended June 2004.  Continued
subscriber growth and revenues from new data services should allow
EBITDA growth to continue.  The proposed refinancing will
materially enhance financial flexibility by eliminating
significant annual bank debt amortization totaling $131 million
through 2008, thereby enabling AirGate to build up a liquidity
cushion against competitive risks.

Despite the outlook revision, ratings still reflect high
competitive risk, potential operating challenges (stemming, in
part, from its affiliate relationship with Sprint PCS), and high
debt leverage.

Atlanta, Georgia-based AirGate PCS is a wireless carrier and
Sprint PCS affiliate.  AirGate, which provided wireless voice and
data services under the Sprint PCS brand to about 375,241
customers at June 30, 2004, is expected to face even more intense
competitive pressure due to wireless number portability and
nationwide wireless penetration approaching the 58% area.


AIRLEASE LTD: Completes Liquidation & Terminates Partnership
------------------------------------------------------------
Airlease Management Services, Inc., formerly the General Partner
of Airlease Ltd., A California Limited Partnership, said the
dissolution, winding up and liquidation of Airlease has been
completed and that the Partnership has filed a certificate of
cancellation with the California Secretary of State, thereby
terminating the Partnership's existence under California law.

As previously announced, the Board of Directors of the former
General Partner has approved a final cash distribution of $0.085
cents per unit which will be paid on October 15, 2004, to holders
of record as of the close of business on September 30, 2004.

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


ALASKACATCH LLC: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: AlaskaCatch LLC
        aka Alaska Fishermen's Catch
        224 West Washington Street, Suite 204
        Sequim, Washington 98382

Bankruptcy Case No.: 04-22692

Type of Business: The Debtor is engaged in commercial fishing
                  industry.  See http://www.alaskacatch.com/

Chapter 11 Petition Date: September 29, 2004

Court: Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Mark D. Northrup, Esq.
                  Graham & Dunn PC
                  Pier 70, 2801 Alaskan Way, Suite 300
                  Seattle, WA 98121-1128
                  Tel: 206-340-9628

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 14 Largest Unsecured Creditors:

Entity                        Nature of Claim       Claim Amount
------                        ---------------       ------------
Chignik Seafood Producers                               $350,533
Alliance
P.O. Box 30
Chignik, AK 99564

Cunwood, Inc.                                            $67,492
718 High Street
P.O. Box 46
New London, WI 54961

A.I. Credit Corp.                                        $64,692
1630 East Shaw Ave.
Fresno, CA 93710

Western Pioneer Shipping                                 $50,215

Alaska Dept. of Revenue       Fish tax delinquency       $36,975
                              Processor Tax due
                              January 5, 2004

York International                                       $30,000

Rainier Petroleum Corp.                                  $26,604

SYSCO Food Services                                      $18,362

Lake and Peninsula Borough    Delinquent fish taxes      $13,446

Centennial Investments                                   $11,250

City of Chignik               Fish taxes delinquent       $8,227

Alaska Dept. of Labor &       ESC Employee w/h            $8,158
Workforce Dev. Employment     ESC Employer due
Security Tax                  October 4, 2004

The Mail Cache (Wireless                                  $5,640
Matrix Corporation)

Meridian Pacific Highway LLC                              $4,841


AMERIDEBT INC: Creditors Must File Proofs of Claim by Oct. 12
-------------------------------------------------------------
The United States Bankruptcy Court for the District of Maryland
set October 12, 2004, as the deadline for all creditors owed money
by AmeriDebt, Inc., on account of claims arising prior to June 5,
2004, to file their proofs of claim.

Creditors must file their written proofs of claim on or before the
October 12 Claims Bar Date and those forms must be delivered to:

                  Mark D. Sammons
                  Clerk of the Bankruptcy Court
                  6500 Cherrywood Lane, Ste. 300
                  Greenbelt, Maryland 20770

with a copy to the Debtor's counsel:

                  Stephen W. Nichols, Esq.
                  Deckelbaum Ogens & Raftery, Chartered
                  3 Bethesda Metro Center, Suite 200
                  Bethesda, Maryland 20814

For a governmental unit, the Claims Bar Date is December 2, 2004.

Headquartered in Germantown, Maryland, AmeriDebt, Inc. --
http://ameridebt.org/-- is a credit counseling company. The
Company filed for chapter 11 protection on June 5, 2004 (Bankr. D.
Md. Case No. 04-23649). Stephen W. Nichols, Esq., at Deckelbaum
Ogens & Raftery, Chartered, represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $8,387,748 in total assets and
$12,362,695 in total debts.


ARCAP RESECURITIZATION: Fitch Puts Low-B Ratings on Six Classes
---------------------------------------------------------------
ARCap 2004-RR3 Resecuritization, Inc., series 2004-RR3, commercial
mortgage-backed securities pass-through certificates are rated by
Fitch:

     -- $50,000,000 class A-1 'AAA';
     -- $272,486,000 class A-2 'AAA';
     -- $545,431,371 class X* 'AAA';
     -- $40,907,000 class B 'AA';
     -- $31,362,000 class C 'A';
     -- $6,818,000 class D 'A-';
     -- $16,363,000 class E 'BBB+';
     -- $13,636,000 class F 'BBB';
     -- $12,954,000 class G 'BBB-';
     -- $18,408,000 class H 'BB+';
     -- $8,863,000 class J 'BB';
     -- $8,182,000 class K 'BB-';
     -- $8,863,000 class L 'B+';
     -- $12,954,000 class M 'B';
     -- $5,454,000 class N 'B-';
     -- $38,181,371 class O is not rated.

        * Notional amount and interest only.

All classes are privately placed pursuant to Rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are all
or a portion of 57 classes of fixed-rate commercial mortgage-
backed securities having an aggregate principal balance of
approximately $545,431,371, as of the reference date.

For a detailed description of Fitch's rating analysis, see 'ARCap
2004-RR3 Resecuritization, Inc., Series 2004-RR3,' dated Sept. 10,
2004, available on the Fitch Ratings web site at
http://www.fitchratings.com/


AVADO BRANDS: Appoints Raymond Barbrick as Chief Executive Officer
------------------------------------------------------------------
Avado Brands (OTC:AVDO.PK) names Raymond P. Barbrick chief
executive officer. Avado Brands is the parent company of Don
Pablo's Mexican Kitchen, Hops Grillhouse & Brewery and the new
Hops City Grille.

Since 1992, Mr. Barbrick has been with Bertucci's Corp. and N.E.
Restaurant Company of Northborough, Massachusetts. Since December
2001, he has served as president and chief operating officer for
Bertucci's Corp. and also held the positions of executive vice
president and chief operating officer and division president at
the company. He spearheaded the chain's transformation from
"pizzeria" to a full-service casual dining concept. In doing so,
he developed and executed the strategic plan encompassing
marketing, training and re-imaging of 67 units and a new expanded
menu offering more than 60 items.

Prior to his career with Bertucci's, Barbrick was part of the Back
Bay Restaurant Group in Boston and held posts with MSM
Management/CEV Corp., also of Boston.

"Rick Barbrick is a proven and resourceful leader with an
impressive background in foodservice and an outstanding track
record for building and rebuilding companies. He will lead the
continued turnaround of Avado Brands and build on the forward
progress that has been made in our brands," said Avado Brands'
interim Chief Executive Officer Kevin Leary of AlixPartners LLC.

"I'm extremely proud to have been chosen to lead Avado Brands,"
Mr.Barbrick commented. "This company has two well-established
concepts and a dedicated and determined team rich in foodservice
talent. Together, we will build a stronger company that promises
to have a very bright future."

Avado Brands has been operating under Chapter 11 of the U.S.
Bankruptcy Code since Feb. 4, 2004. Mr.Barbrick was selected
through a collaborative search conducted by the company, members
of the Official Committee of Unsecured Creditors and certain post-
petition lenders to the company. The terms of Mr.Barbrick's
employment were approved on Sept. 27, 2004, by the bankruptcy
court overseeing the company's reorganization.

Headquartered in Madison, Georgia, Avado Brands, Inc., owns and
operates two proprietary brands comprised of 102 Don Pablo's
Mexican Kitchens and 37 Hops Grillhouse & Breweries.  The Company
and its debtor-affiliates filed a voluntary chapter 11 petition on
February 4, 2004 (Bankr. N.D. Tex. Case No. 04-31555).  Deborah D.
Williamson, Esq., and Thomas Rice, Esq., at Cox & Smith
Incorporated represent the Debtors in their restructuring efforts.
Miller Buckfire Lewis Ying & Co., LLC is providing financial
advisory services. DDJ Capital is Avado's DIP lender.  When the
Debtors filed for protection from its creditors, they listed
$228,032,000 in total assets and $263,497,000 in total debts.


BALLY TOTAL: Moody's Puts B2 Rating on Planned $175M Facility
-------------------------------------------------------------
Moody's assigned a B2 rating to Bally Total Fitness Holding
Corporation's proposed $175 million senior secured term loan B
facility and downgraded the senior implied rating to B3,
concluding a review of the company's ratings for possible
downgrade initiated on August 11, 2004.  The ratings reflect
Bally's significant leverage, limited free cash flows and
increasing competition.  The ratings outlook is stable.

Moody's assigned these rating:

   * $175 million Senior Secured Term Loan B Facility, due 2009,
     rated B2;

Moody's downgraded these ratings:

   * $100 million Senior Secured Revolving Credit Facility, due
     2008, downgraded to B2;

   * $235 million 10.5% Senior Unsecured Notes, due 2011,
     downgraded to B3;

   * $300 million 9.875% Senior Subordinated Notes, due 2007,
     downgraded to Caa2;

   * Senior Implied, downgraded to B3;

   * Senior Unsecured Issuer, downgraded to Caa1.

Proceeds from the new $175 million term loan B facility are
expected to be used to repay Bally's accounts receivable
securitization facility, repay borrowings outstanding under the
revolving credit facility and provide additional cash to the
company.

The ratings are limited by Bally's significant leverage, limited
free cash flow and increasing competition.  Free cash flow (after
capital expenditures) to total debt was about 2% in 2003 and
Moody's expects it to be less than 5% for the years ending
December 31, 2004 and 2005.

Revenue growth will be a challenge for Bally due to the increase
in the number of fitness club competitors and significant
membership attrition rates.  Bally has also experienced cost
pressures with rent and other operating costs increasing
significantly in 2004.  As a result, anticipated free cash flow
levels are unlikely to allow the company to materially reduce debt
levels over the intermediate term, even with targeted reductions
in capital spending and cost reduction efforts.

The ratings are supported by:

     (i) Bally's impressive brand recognition,

    (ii) strong industry fundamentals,

   (iii) management's continued focus on improving the
         profitability of its existing base of fitness centers,
         and

    (iv) the expected improved liquidity after the refinancing.

Demographic changes and the growing awareness of the importance of
physical fitness should benefit Bally, which has a strong brand
identity and the largest membership and facility base in the
industry.  Bally has scaled back its new club expansion plans and
is focusing on maximizing the profitability of its existing club
base.  Capital expenditures were $36 million in 2003 and are
expected to average $40 million to $50 million over the next few
years, down from $75 million in 2002.  Bally's profitability over
the next few years will depend largely on its cost reduction
efforts and the maturing of a large number of its fitness clubs
opened in the last five years.  Moody's understands that Bally
expects to increase revenues through more flexible membership
plans, improved marketing programs and increased focus on product
and service offerings such as personal training, nutrition, retail
and weight management programs, which have grown rapidly in recent
years and carry higher margins.

Bally's stable ratings outlook reflects the expectation that Bally
will experience slow revenue growth and moderate improvements in
profitability and cash flows over the next year. The outlook or
ratings would likely improve if Bally were to significantly reduce
leverage or significantly improve free cash flows on a sustainable
basis either through revenue growth or improved operating margins.
The outlook or ratings would likely come under pressure if the
company were to increase its leverage or return to negative free
cash flow generation.

As of the date of this press release, Bally has not filed its Form
10-Q for the second quarter of 2004 nor has it announced the
resolution of the accounting issues being investigated by the
Securities and Exchange Commission.  On September 24, 2004, Bally
announced that it obtained the consent of its revolving credit
lenders allowing it until November 1, 2004 to file its Form 10-Q
for the second quarter, without the delayed delivery constituting
a default under its revolving credit facility.

The failure by Bally to file its Form 10-Q for the second quarter
on a timely basis would constitute an event of default under its
senior unsecured and senior subordinated note indentures if notice
is given by the indenture trustee and a thirty day cure period
expires.  An adverse outcome arising from the SEC investigation or
various lawsuits pending against the company or the triggering of
an event of default would also pressure the rating.

The B2 rating on the proposed $175 million term loan B facility
reflects its seniority in the capital structure.  The term loan B
facility will be secured by a pledge of substantially all the
assets of Bally and its subsidiaries and guaranteed by
substantially all domestic subsidiaries.  The revolving credit
facility and proposed term loan B facility have been notched above
the senior implied rating to reflect a combination of high quality
receivables and the value of property and equipment.

Assuming the transaction closes in the fourth quarter of 2004,
total debt to EBITDA for 2004 is expected to be about 6 times.
EBITDA less capital expenditures coverage of interest for 2004 and
2005 is expected to be weak at less than 2 times.  The use of
EBITDA and related EBITDA ratios as a single measure of cash flow
without consideration of other factors can be misleading.

Headquartered in Chicago, Illinois, Bally is the largest
commercial operator of fitness centers in North America.  Revenue
for the year ended December 31, 2003 was approximately $953
million.


BEAUMONT HOUSING: Moody's Pares Revenue Bonds' Rating to Ba2
------------------------------------------------------------
Moody's Investors Service has downgraded the rating of the Housing
Authority of the City of Beaumont Multifamily Mortgage Revenue
Bonds, Series 1993A (Northridge Manor Project) to Ba2 from Ba1.
The outlook on the approximately $2,660,000 of outstanding bonds
is negative.  The downgrade and negative outlook is based on very
weak financials that has resulted from very low occupancy rates.
Fiscal year 2003 audited financials show a debt service coverage
of .27x.  Because the Housing Authority has helped plug the
property's operating deficits, debt service has been paid without
having to tap the Debt Service Reserve Fund.  The Authority has
covered all operating deficits since 2001 and Moody's anticipates
that future deficits will be paid for by the Authority.

Occupancy was reported to be only 80% as of September 1, 2004 -
extraordinarily low by Section 8 standards.  In addition, the
property had a low physical inspection score of 67c (out of 100)
by the Department of Housing and Urban Development's Real Estate
Assessment Center in August 2003.

Northridge Manor is a 150-unit family apartment complex located
within the city limits of Beaumont, Texas.  The project has a mix
of 1, 2, 3, and 4 bedroom apartments rented to low-income
families.  The project is owned and operated by the Housing
Authority of the City of Beaumont.  The revenues that are pledged
to the payment of the bonds include payments received from the
Housing Assistance Payment Contract (HAP) with the Department of
Housing and Urban Development (HUD) as well as the tenant-paid
portion of the rental revenues.

Key Statistics (As Of The September 30, 2003 Audited Financial
Statements):

   Recent Occupancy: 80%

   REAC score: 67c

   HAP expiration: 12/4/2009

   Debt Maturity: 11/1/2010

   Contract Rent as % of HUD Fair Market Rents:

      -- 1 BR: 87%; 2 BR: 82%; 3 BR: 74%; and 4 BR: 82%

   Debt Service Coverage: .27x

   Debt per Unit: $17,733

   Operating expenses per unit: $4,012

   Reserve and Replacement per unit: $563

   Flow of Fund: Open at 1.00x

The outlook on the bonds is negative based on the deteriorating
financial performance of the project securing the bonds.


BELL CANADA: Union Says Toronto Office Should Remain Open
---------------------------------------------------------
Bell Canada is making a mistake in closing its Operator Services
office in Toronto says the Communications, Energy and Paperworkers
Union of Canada -- CEP.

"Other options are available to Bell to keep Toronto Operator
Services open," said CEP national representative Janice McClelland
following Bell's announcement that it will close the office in
June of next year, putting 35 women out of work "unilaterally and
with no consultation with CEP."

"The Toronto area is the richest source of profit for Bell and
there is no need for the city to be losing these permanent, decent
paying jobs.  This seems like another demonstration of Bell's
attempts to eliminate their on-going liability on pay equity by
throwing women out of work," Ms. McClelland said.

CEP Ontario Region vice president Cecil Makowski pledged the
Union's total effort on behalf of the operators.

"Many of these women are the primary support for their families
and, quite frankly, Bell should be ashamed of itself for treating
its employees this way," said Mr. Makowski.

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

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


BOSTON PROPERTY: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Boston Property Exchange Transfer Company, Inc.
        aka BPETCO
        aka BPE
        aka Benistar Property Exchange Trust Company, Inc.
        Clearwater House
        2187 Atlantic Street
        Stamford, Connecticut 06902-6880

Bankruptcy Case No.: 04-12792

Chapter 11 Petition Date: October 1, 2004

Court: District of Delaware (Delaware)

Judge: Joel B. Rosenthal

Debtor's Counsel: Steven M. Yoder, Esq.
                  The Bayard Firm
                  222 Delaware Avenue, Suite 900
                  Wilmington, Delaware 19899
                  Tel: 302 655-5000
                  Fax: 302-658-6395

Estimated Assets: $50 Million to $100 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 6 largest unsecured creditors:

    Entity                      Nature Of Claim     Claim Amount
    ------                      ---------------     ------------
Massachusetts Lumber            Jury Verdict          $6,930,187
Company, Inc.
829 Massachusetts Avenue
Cambridge, Massachusetts 02139

Joseph Iantosca                 Jury Verdict          $6,179,253
Faxon, Heights Trust
Fern Realty Trust
65 Matthewson Drive, Suite S
Weymouth, Massachusetts 02189

Gail A. Cahaly                  Jury Verdict          $2,167,259
151 Phillips Brooks Road
Westwood, Massachusetts 02090

Jeffrey M. Johnston             Jury Verdict          $1,266,659
41 Phillips Street
Boston, Massachusetts 02114

Belridge Corporation            Jury Verdict          $1,205,988
65 Matheson Drive, Suite S
Weymouth, Massachusetts 02189

Bellemore Associates, LLC       Jury Verdict          $1,072,117
26 South River Road
Bedford, New Hampshire 03110


CALPINE CORP: Closes $785 Million Senior Secured Debt Offering
---------------------------------------------------------------
Calpine Corporation (NYSE: CPN) received funding on its
$785 million offering of 9-5/8% first-priority senior secured
notes due 2014, offered at 99.212% of par.  These notes are
secured, directly and indirectly, by substantially all of the
assets owned by Calpine, including its natural gas and power
assets and the stock of Calpine Energy Services and other
subsidiaries.

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

The secured notes were offered in a private placement under Rule
144A, have not been registered under the Securities Act of 1933,
and may not be offered in the United States absent registration or
an applicable exemption from registration requirements.

Calpine Corporation, generates power at plants it owns or leases
in 21 states in the United States, three provinces in Canada and
in the United Kingdom. Calpine is also the world's largest
producer of renewable geothermal energy, and owns or controls
approximately one trillion cubic feet equivalent of proved natural
gas reserves in the United States and Canada. For more information
about Calpine, visit http://www.calpine.com/

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2004,
Standard & Poor's Ratings Services assigned its 'B+' rating to
Calpine Corp.'s $785 million first-priority senior secured notes
due in 2014, which is one notch higher than the company's
corporate credit rating.  Standard & Poor's also assigned its '1'
recovery rating to the notes, indicating a high expectation of
full recovery of principal if a default occurs.

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


CANADA PAYPHONE: Completes Reorg. to Become Globalive Subsidiary
----------------------------------------------------------------
Canada Payphone Corporation said that its proposal and
reorganization contemplated in its press release of August 31,
2004 was completed effective September 30, 2004.  As a result, all
of the Common Shares of the Company held by the public
shareholders were purchased by the Company for $0.02 per share and
the shares delisted from trading on the TSX Venture Exchange.

On completion of the transactions, the Company became a wholly
owned subsidiary of Globalive, which intends to merge the
operations of the Company into its other telecommunications
services.

Former shareholders wishing to claim the purchase price for their
Common Shares must deposit with Computershare Investor Services
Inc., the Company's depositary, the certificates representing
their shares along with a duly completed letter of transmittal.
Copies of the letter of transmittal have been sent to all
shareholders and are also available from the Company or from the
Company's filings with the securities regulatory authorities at
http://www.sedar.com/

As reported in the Troubled Company Reporter on Sept. 03, Canada
Payphone was granted an order pursuant to the British Columbia
Business Corporations Act requiring that the Company purchase, and
all of the shareholders of the Company sell, all of the issued and
outstanding shares of the Company at a price of $0.02 per share.

The Final Order was entered in connection with a previously
disclosed offer from Globalive Communications, Inc., to acquire
the Company for an aggregate consideration of $1,000,000, one half
of which is to be distributed to creditors of the Company and the
remaining half to be distributed to shareholders of the Company.
The Offer was presented to the creditors of the Company by way of
an Amended Proposal under the Company's proceedings under the
Bankruptcy and Insolvency Act.  The Amended Proposal, under which
the Company's creditors are to receive $500,000 in full
satisfaction of their claims was approved by a majority of the
creditors of the Company and by the Quebec Superior Court,
Commercial Chamber on August 27, 2004.

Provided that the Final Order is not varied, completion of the
transactions contemplated by the Offer, including payment to the
Company's shareholders of $0.02 per share, will occur on
September 30, 2004.

During more than four months since the Company filed a Notice of
Intention under the Bankruptcy and Insolvency Act, the Board of
Directors of the Company investigated all possible alternatives
available to the Company and is satisfied that the Globalive Offer
is the best available for all stakeholders.  Nevertheless, at the
Company's request, the Final Order provides that the Company or
any other interested person has liberty to apply on or before
September 7, 2004 to amend the Final Order in the event that a
transaction is proposed to the Company which is financially more
attractive to the Company's stakeholders than the Offer.

As reported in the Troubled Company Reporter on August 27, 2004,
Globalive Communications, Inc., agreed to lend $500,000 to the
Company which amount will be shared by the unsecured creditors of
the Company to compromise and settle all of the Company's
unsecured debts.

               About Canada Payphone Corporation

Canada Payphone Corporation is Canada's leading competitive
payphone service provider.  Over the past few years, Canada
Payphone has played an instrumental role in the deregulation of
the competitive payphone industry and continues to create exciting
business opportunities in the new era of public access
communications.

In 1999, Canada Payphone began installing payphones across Canada.
An experienced telecommunications team and the latest advancements
in payphone technology provide Canada Payphone's customers with
superior service and reliability.

Canada Payphone Corporation is currently registered in the TSX
Venture Exchange under the symbol 'CPY'.


CATHOLIC CHURCH: U.S. Trustee Meets Tucson's Creditors on Dec. 2
----------------------------------------------------------------
The United States Trustee for Region 14 will convene a meeting of
the Roman Catholic Church of the Diocese of Tucson's creditors on
December 2, 2004, at 10:30 a.m., at the U.S. Trustee Meeting
Room, located at 10 E. Broadway, Suite 104, in Tucson, Arizona.
This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.

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

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)


CENCOTECH: Discloses $2,328,669 Stockholders' Deficit at July 31
----------------------------------------------------------------
Cencotech, Inc., (CTZ - TSX-V) reported the results of operations
for the nine months ended July 31, 2004.  During the first nine
months of fiscal 2004, revenue was $1,000,743 as compared to
$1,149,891 for the same period last year.  The Company incurred a
loss in the nine month period ended July 31st, 2004 of $848,594 or
$0.05 per share as compared to $1,634,077 or $0.10 per share in
the same period last year.

As of July 31, 2004, Cencotech's stockholders' deficit widened to
$2,328,669 compared to a $1,480,075 deficit at October 31, 2003.

The debenture and secured loans in Cencotech and its subsidiary
fell due July 31st, 2004 and have not been renewed. Discussions
continue between the debt holders and Management, with respect to
the disposition of the obligations.  Management continues to
explore with third parties a number of options to realize on the
strategic value of the Company's assets and to enhance the cash
flow from operations.

Cencotech, Inc., was created to acquire and manage emerging high
technology enterprises with sound business solutions for their
customers.  The Corporation's present products are designed to
bring efficiency to the processing of currency and other value
instruments in financial institutions, large retailers, public
transportation operations and the gaming industry. Cencotech
systems are "open-architectured" and have been developed to
interface with client's legacy systems.


CENDANT MORTGAGE: Fitch Puts Low-B Rating on Classes B-4 & B-5
--------------------------------------------------------------
Cendant Mortgage Capital LLC $120.0 million mortgage pass-through
certificates, series 2004-5, are rated by Fitch:

     -- $19.3 million privately offered class A-1 certificates
        'AAA';

     -- $93.7 million classes A-2 through A-8, R-I, and R-II
        certificates (senior certificates) 'AAA';

     -- $5.4 million privately offered class B-1 certificates
        'AA';

     -- $781,874 privately offered class B-2 certificates 'A';

     -- $421,009 privately offered class B-3 certificates 'BBB';

     -- $240,577 privately offered class B-4 certificates 'BB';

     -- $180,433 privately offered class B-5 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 6.00%
subordination provided by:

     * the 4.45% class B-1;
     * the 0.65% class B-2;
     * the 0.35% class B-3;
     * the 0.20% class B-4;
     * the 0.15% class B-5; and
     * the 0.20% privately offered class B-6 (which is not rated
       by Fitch).

Fitch believes the credit enhancement will be adequate to support
mortgagor defaults, as well as bankruptcy, fraud, and special
hazard losses in limited amounts.  In addition, the ratings also
reflect the quality of the underlying mortgage collateral,
strength of the legal and financial structures, and the servicing
capabilities of Cendant Mortgage Corporation, which is rated RPS1
by Fitch.

The certificates represent ownership in a trust fund, which
consists primarily of 242 one- to four-family conventional,
30-year fixed-rate mortgage loans secured by first liens on
residential mortgage properties.

As of the cut-off date, September 1, 2004, the mortgage pool has:

     * an aggregate principal balance of approximately
       $120,288,348;

     * a weighted average original loan-to-value ratio
       -- OLTV -- of 72.52%;

     * a weighted average coupon -- WAC -- of 6.20%;

     * a weighted average remaining term -- WAM -- of 359
       months; and

     * an average balance of $497,059.

The loans are primarily located in:

     * California (17.37%);
     * New York (14.15%); and
     * New Jersey (13.89%).

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

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

Approximately 1.86% of the mortgage loans are pledged asset loans.
These loans, also referred to as 'Additional Collateral Loans,'
are secured by a security interest, normally in securities owned
by the borrower, which generally does not exceed 30% of the loan
amount.  Ambac Assurance Corporation provides a limited purpose
surety bond, which guarantees that the trust receives certain
shortfalls and proceeds realized from the liquidation of the
additional collateral, up to 30% of the original principal amount
of that additional collateral loan.

Citibank N.A. will serve as trustee.  For federal income tax
purposes, an election will be made to treat the trust fund as two
real estate mortgage investment conduits.


CHALK MEDIA: Grants Insiders Options to Purchase 200,000 Shares
---------------------------------------------------------------
Chalk Media Corp. granted options to purchase 200,000 shares
pursuant to its Stock Option Plan.  David Lewis, one of Chalk
Media's directors was granted an additional 100,000 options.
Calvin Mah, the Company's new CFO was granted 100,000 options.
The options have an exercise price of $0.32 and are exercisable
for five years.  The grant of options is subject to the approval
of the TSX Venture Exchange.

                    About Chalk Media Corp.

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

As of June 30, 2004, Chalk Media's balance sheet showed a
CDN$540,498 stockholders' deficit.


COEUR D'ALENE: S&P Holds B- Corp. Credit & Sr. Unsec. Debt Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit and senior unsecured debt ratings on Coeur D'Alene Mines
Corporation and removed the ratings from CreditWatch, where they
were placed on June 1, 2004, with positive implications.

The outlook is stable.  Coeur D'Alene, an Idaho-based silver and
gold mining company, currently has about $180 million in debt.

"The affirmation follows the company's announcement that it was
unsuccessful in its proposed hostile takeover of Vancouver-based
Wheaton River Minerals Ltd.," said Standard & Poor's credit
analyst Paul Vastola.

Coeur was unable to garner the required level of shareholder
approval from Wheaton's shareholders.  The proposed deal, had it
been successful, was expected to result in a meaningful
improvement in Coeur's business and financial profiles.

The ratings on Coeur reflect its high business risk as a capital-
intensive commodity-based company with a modest scope of
operations, relatively high cost position, limited reserve base
(averaging about 3.5 years), and a very weak financial
performance.  Ratings also incorporate the company's aggressive
expansion plans and uncertainties regarding its ability to
successfully develop lower-cost mining operations.  Challenges
include:

   * volatile prices,
   * governmental regulation,
   * environmental issues,
   * permitting, and
   * adverse geological conditions.

The majority (currently about 66%) of Coeur's production is
generated at its high-cost Rochester, Nevada and Galena, Idaho
mines.  Coeur has undertaken several initiatives to improve its
cost profile and bolster its reserve base.  New lower-cost
production from its Cerro Bayo mine in Chile and its Martha mine
in Argentina, together with cost reductions at its Rochester and
Galena mines, should help lower Coeur's costs further by the end
of 2004.  However, reserves still are short lived at approximately
3.5 years.

To address its short-lived reserve life, the company recently
completed the final feasibility study for its Kensington gold
project in Alaska but still needs to obtain additional permits to
proceed with its development.  Coeur also expects to soon complete
its final feasibility study for its San Bartolome silver project
in Bolivia.  Currently, the company anticipates that it will
proceed with both projects, likely before year-end 2004.


CONGOLEUM CORP: Retains Pillsbury as Substitute Bankruptcy Counsel
------------------------------------------------------------------
Congoleum Corporation (AMEX:CGM) has sought Bankruptcy Court
authority to retain the law firms Pillsbury Winthrop LLP of New
York City and Okin, Hollander & DeLuca L.L.P. of Fort Lee, New
Jersey as substitute counsel in its Chapter 11 proceedings. In
light of ongoing unresolved disputed litigation concerning the
retention of Saul Ewing LLP as counsel, the Bankruptcy Court will
be asked to allow Saul Ewing to withdraw after a transition
period.

Roger S. Marcus, Chairman of the Board, commented, "We are very
pleased that a firm such as Pillsbury Winthrop has agreed to
represent us. We believe that this change in counsel at this time
will help us stay on track towards a successful conclusion of our
reorganization. Hiring substitute bankruptcy counsel will avoid
the potential ongoing distraction of litigating the Saul Ewing
retention further and assure us of continuity of counsel as we
seek confirmation of our plan. Saul Ewing has our utmost gratitude
and respect for the fine job they have done bringing us to this
point."

Congoleum also indicated that it will seek additional time from
the Bankruptcy Court at the scheduled October 5, 2004 court date
to continue its efforts to address certain concerns raised about
its pending reorganization plan.

Mr. Marcus commented further, "We believe that we are closer to
resolving a number of issues, and that it is worth taking the time
now to make our plan as solid as possible and minimize objections
to the extent we can. We are optimistic that we will be in a
position to proceed with the plan confirmation process in the near
future, and anticipate this step will make that process go more
smoothly."

Headquartered in Mercerville, New Jersey, Congoleum Corporation --
http://www.congoluem.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors. The Company filed for
chapter 11 protection on December 31, 2003 (Bankr. N.J. Case No.
03-51524). Domenic Pacitti, Esq., at Saul Ewing, LLP, represented
the Debtors when they filed their "prepackaged" chapter 11 case.
When the Company filed for protection from its creditors, it
listed $187,126,000 in total assets and $205,940,000 in total
debts.


COVANTA ENERGY: Wants Exclusive Periods Extended Until April 18
---------------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, four remaining
Debtors -- Covanta Lake II, Inc., Covanta Warren Energy Resource
Co., LP, Covanta Warren Holdings I, Inc., and Covanta Warren
Holdings II, Inc. -- ask the United States Bankruptcy Court for
the Southern District of New York to extend their exclusive period
to file a plan through and including February 15, 2005, and their
exclusive period to solicit acceptances of that plan through and
including April 18, 2005.

The Four Remaining Debtors are not subject to the confirmed Heber
Plan, the Second Plans or the Covanta Tampa Plan.

Vincent E. Lazar, Esq., at Jenner & Block, in Chicago, Illinois,
relates that Covanta Lake II filed its Plan of Reorganization and
Disclosure Statement on September 10, 2004.  The Disclosure
Statement Hearing is scheduled on October 20, 2004.  Covanta Lake
II needs more time to gain approval of its Disclosure Statement
and to proceed with the solicitation and confirmation its Plan.

The Covanta Warren Debtors are still in the process of formulating
a plan and undertaking other matters necessary to confirm and
consummate a plan.  Specifically, the Covanta Warren Debtors
continue to evaluate a restructuring of the contractual
arrangements governing Covanta Warren Energy's operation of the
waste-to-energy facility located at Oxford Township in Warren
County, New Jersey.

To maximize recoveries for their creditors, the Covanta Warren
Debtors are considering three options for a plan:

    * litigating with counterparties to certain agreements with
      Covanta Warren Energy;

    * assuming or rejecting one or more executory contracts
      related to the Warren Facility; or

    * liquidating Covanta Warren Energy.

Mr. Lazar assures the Court that the Four Remaining Debtors are
committed to emerge from Chapter 11 bankruptcy as soon as
possible.

Numerous legal and financial issues have been raised in the
restructuring process of the Debtors' cases, Mr. Lazar notes.  As
evidenced by the confirmation and consummation of the Heber Plan,
the Second Plans, and the Covanta Tampa Plan, and the filing of
the Covanta Lake II Plan, the Debtors have made substantial
progress in addressing those issues.  Additional time is now
required, so that the Four Remaining Debtors can continue their
work toward achieving the most favorable resolution of their
cases.

                           *     *     *

The Court will convene a hearing on October 20, 2004, to consider
the request.  In the interim, Judge Blackshear extends the Four
Remaining Debtors' Exclusive Plan Filing Period until October 21,
2004.

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad. The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities. (Covanta Bankruptcy News, Issue
No. 66; Bankruptcy Creditors' Service, Inc., 215/945-7000)


EDISON MISSION: Fitch Assigns Single-B Ratings on Senior Debts
--------------------------------------------------------------
Fitch Ratings has initiated credit ratings on the debt of Mission
Energy Holding Company, Edison Mission Energy and Midwest
Generation, LLC:

   * Mission Energy

     -- Senior secured debt 'B-';

   * Edison Mission

     -- Senior unsecured 'B';

   * Midwest Generation

     -- First priority lien term loan and revolver 'B+'; and

   * Midwest Generation

     -- Second priority notes 'B'.

The Rating Outlook is Stable for the Mission Energy, Edison
Mission and Midwest Generation securities.  The ratings were
initiated by Fitch as a service to users of its ratings and are
based on public information.

The ratings and Stable Rating Outlook reflect Mission Energy
group's high debt leverage, weak coverage ratios and merchant
generation exposure.  The ratings also assume debt reduction,
albeit from very high levels at June 30, 2004, with the expected
proceeds from Mission Energy's recently announced agreement to
sell its ownership interest in Contact Energy and its other
international assets for approximately $3 billion.

The transaction is expected to close by the end of this year and
Mission Energy expects to book an approximate $550 million gain
upon the transaction's close.  Fitch anticipates that debt
reduction associated with the transaction will approximate $5
billion, including unconsolidated, off-balance sheet obligations.

The sale agreement is part of a larger restructuring plan
initiated in the fourth quarter of 2003 to address then looming
debt maturities that threatened to render Mission Energy and its
subsidiaries insolvent.  The ratings do not anticipate support
from parent company Edison International.

Partial implementation of the restructuring plan, which is likely
to be completed in early 2005 with the closing of the proposed
international asset sale and use of proceeds to repay debt, will
avert the threat of insolvency for the near-to-intermediate term.
This, combined with firmer wholesale energy prices, is expected to
result in a more stable outlook for the companies.

Nonetheless, Fitch expects Mission Energy and is subsidiaries to
emerge from the restructuring with high debt relative to cash
flows, limited financial flexibility and ongoing exposure to
volatile wholesale energy markets.  Lower wholesale power prices
are a primary source of concern for investors, but lower fixed
costs due to the ongoing restructuring and the fuel cost advantage
provided by Mission Energy's coal-fired generation in Illinois and
Pennsylvania is a partial mitigant.

Midwest Generation, an indirect operating subsidiary of Energy
Mission, operates approximately 5,600 megawatts of primarily coal-
fired generating capacity located in Illinois.  The output from
the plant is sold under contracts with Exelon Generation that
began rolling off in 2003 and will terminate in 2005, as well as
the spot market and under short-term contracts.

In addition to the international assets earmarked for divestiture,
Energy Mission currently owns the three-unit
1,884-megawatt Homer City coal-fired facility in Pennsylvania and
several cogeneration projects operating in California.  Following
the sale of its international interests, Energy Mission's will
operate exclusively in the U.S.

Mission Energy Holding Co. was formed in July 2001 to hold the
common stock of Energy Mission.

Mission Energy, Energy Mission and Midwest Generation are
subsidiaries of Edison International senior unsecured debt rated
'BB' by Fitch.


ELIZABETH ARDEN: Moody's Reviews Ratings for Possible Upgrade
-------------------------------------------------------------
Moody's Investors Service has taken several actions regarding its
ratings on Elizabeth Arden, Inc.:

   (1) placed all ongoing long-term ratings on review for
       possible upgrade;

   (2) upgraded the speculative grade liquidity rating to SGL-2
       from SGL-3;

   (3) raised the senior unsecured issuer rating to B2 from B3;

   (4) upgraded, and subsequently will withdrawal, the senior
       unsecured notes rating to B2 from B3;

   (5) lowered, and subsequently withdrew, the senior secured
       notes rating to B2 from B1.

The rating changes reflect the resolution of specific rating
review actions related to the company's debt refinancing earlier
this year, which simplified its capital structure.  The review for
possible upgrade is based on the improvement in Elizabeth Arden's
cash flow and liquidity profile, which has resulted from continued
prudent operational and financial management, in combination with
lower interest expense, and which is likely to support strong debt
protection measures going forward.

These ratings were placed on review for possible upgrade:

   * Senior implied rating, B1;

   * $225 million 7.75% senior subordinated notes due 2014, B3.

This rating was upgraded and placed on review for possible
upgrade:

   * Senior unsecured issuer rating, to B2 from B3.

This rating was upgraded and will be withdrawn:

   * 10.375% senior unsecured note due 2007, to B2 from B3.

This rating were downgraded and will be withdrawn:

   * 11.75% senior secured notes due 2011, to B2 from B1.

This rating was upgraded:

   * Speculative grade liquidity rating, to SGL-2 from SGL-3.

Prior to being withdrawn, ratings on the senior secured and senior
unsecured notes converged at the B2 rating level to reflect the
repayment of senior secured debt and the release of collateral by
the senior secured noteholders.  Earlier this year, Elizabeth
Arden used net proceeds from its $225 million subordinated notes
issuance to repay $95 million of its 11.75% senior secured notes
and the remaining $104 million of its 10.375% senior notes.
Moody's has withdrawn coverage on the 11.75% senior secured notes
due to the modest amount of notes outstanding (around $9 million).

The upgrade of Elizabeth Arden's SGL rating to SGL-2 and the
review for possible upgrade of the company's ongoing long term
ratings are prompted by the company's improved cash flow profile
and debt protection measures.  Elizabeth Arden's refinancing at
much lower interest rates follows its significant debt reduction
during its prior fiscal year end (January 2004) from internal cash
generation and equity issuance proceeds.  As such, Elizabeth Arden
is expected to have materially reduced annual interest expense
going forward.  Further supporting its improved cash flow profile,
Elizabeth Arden:

     (i) achieved strong sales gains through June 2004 (on the
         continued strength of its mass retail business and
         recovery in the travel-related channels);

    (ii) has aggressively managed its working capital; and

   (iii) has maintained profit levels despite significant
         investments in new product launches and facility
         consolidation efforts.

The cash benefits from these latter initiatives should begin to be
realized over the coming holiday period.  For the new fiscal year
ended June 2004, Moody's estimates Elizabeth Arden's debt-to-
EBITDA at around 3.3x, EBITDA less capex to interest at 2.4x, and
funds from operations less capex to debt at 12%, all of which are
strong for the B1 category and are likely to improve into fiscal
2005.

The review will focus on:

   -- the company's longer-term financial and operating
      strategies now that the company has completed its
      integration of the acquired Elizabeth Arden business,

   -- balance sheet clean-up, and

   -- facility consolidation efforts over the past few years.

In particular, Moody's will evaluate Elizabeth Arden's ability to
sustain profit and cash flow levels and build sufficient cushion
in its financial profile for potential volatility due to event
risks, cyclical downturns, or market-related challenges.  Further,
Moody's review will focus on Elizabeth Arden's growth initiatives,
including its emphasis on developing new celebrity-linked brands
(e.g., Brittany Spears' new line) and the pace and financing
strategy for any new acquisitions or licensing arrangements.

Reflecting the cash flow improvements, Elizabeth Arden's SGL-2
speculative grade liquidity rating now recognizes that strong
positive annual cash flow, existing cash balances and a
$200 million senior secured revolving credit facility provide good
liquidity to fund the company's typical seasonal operating needs
over the coming twelve-month period.

Key restraints to the rating are Elizabeth Arden's heavy reliance
on the revolver and its limited readily available sources of
capital in the event of unexpected shocks to its business.

The company's revolver contains limited financial covenants and
provides the appropriate size, flexibility and borrowing base
advance rates to meet Elizabeth Arden's highly seasonal working
capital needs.  This seasonality results in Elizabeth Arden's
significant usage of the credit facility to fund operating losses
and inventory build for the holiday period, prior to collection
from customers upon sell-through.  Given the material upfront
promotion and advertising that support the company's brands and
its sensitivity to economic conditions and uncertain consumer
receptivity, unexpectedly weak sales over the holiday period could
result in reduced earnings and cash flows at the same time that
the collateral and borrowing base percentages are reducing.
Although the company does have unpledged trademark assets their
value is not consistently reappraised and could deteriorate
substantially in a distress scenario.

At June 2004, Elizabeth Arden's had revolver borrowings of around
$66 million, cash balances of around $23.5 million, and
availability under the revolver was approximately $56 million, all
in line with typical seasonal patterns.  Moody's expects positive
free cash flow for the coming year (which could be supplemented by
the sale of its Miami Lakes property in excess of its mortgage
balance), and takes some comfort from Elizabeth Arden's historical
success in managing cash flow during difficult operating
environments (such as the post 9-11 period).  Further, Moody's
anticipates that Elizabeth Arden will exceed its fixed charge
covenant requirement of 1.1x, even under reasonably stressed
scenarios, and this covenant only applies if borrowing
availability declines below $50 million.

Continued support for the ratings derives from Elizabeth Arden's
portfolio of owned and distributed brands and its historical focus
on innovation and customer service, which provide the company with
critical mass in a highly fragmented industry and strengthen its
relationships with retailers.  The ratings also benefit from
Elizabeth Arden's geographic and customer diversity, with only one
customer, Wal-Mart, representing over 10% of sales.  In addition,
the company's historical focus on managing classic brands somewhat
reduces its exposure to the fashion and faddish characteristics of
the fragrance industry.  Management's attention to cost controls
and asset efficiency also benefit the ratings, as evidenced by the
consolidation of its U.S. distribution centers.

The ratings are restrained by Elizabeth Arden's:

   -- high seasonality,
   -- economic and travel-related sensitivity,
   -- high competition and brand support needs, and
   -- reliance on a few key brands and spokespersons.

Moderate business disruption risks are present in Elizabeth
Arden's reliance going forward on one U.S. distribution center.

Elizabeth Arden, Inc., headquartered in Miami Lakes, Florida, is a
global prestige fragrance and beauty products company. The company
sells its products and distributes other brands through prestige
and mid-tier department stores, and through mass merchandisers.
Elizabeth Arden's owned brand portfolio includes several Elizabeth
Arden brands, and it has an exclusive license for the Elizabeth
Taylor brands.  Sales for the fiscal year ended June 2004 were
approximately $832 million.


ENRON CORP: Gets Court Nod to Assign 12 Agreements to Prisma
------------------------------------------------------------
Sylvia Mayer Baker, Esq., at Weil Gotshal & Manges, in New York,
relates that pursuant to the terms of the confirmed Plan, Enron
Corp. and its debtor-affiliates formed Prisma Energy
International, Inc., to hold the majority of their international
energy infrastructure businesses. On April 20, 2004, the Debtors
obtained Court approval of a contribution and separation agreement
governing the transfer of assets to Prisma.   Both the Plan and
the Separation Agreement provide that the Debtors will transfer
the Prisma Assets to Prisma in exchange for Prisma Shares
commensurate with the value of the asset contributed.

In consultation with the Official Committee of Unsecured
Creditors, the Debtors and Prisma worked together to lay the
foundation for the transfer of the Debtors' interests in the
international energy infrastructure businesses to Prisma.  To
obtain the requisite consents, waivers and acknowledgments
required to transfer the Prisma Assets, the Debtors and Prisma
also worked together and largely completed the process of
contacting counterparties, partners, applicable regulatory and
government agencies, and other parties-in-interest.

After the confirmation of the Plan and approval of the Separation
Agreement, Ms. Mayer tells the Court that the Debtors are now
prepared to transfer the first group of the Prisma Assets to
Prisma, effective on or about August 31, 2004 -- the Assignment
Date.

Ms. Mayer expects that the first group of the Prisma Assets will
include:

    * Elektro Eletricidade e Servicos, SA;

    * Vengas, SA;

    * the Cuiaba Project, which consists of EPE-Empresa Produtora
      de Energia Ltda., Gasocidente do Mato Grosso Ltda.,
      Gasoriente Boliviano Ltda., and Transborder Gas Services
      Ltd.;

    * Transredes-Transporte de Hidrocarburos, SA;

    * Transportadora Brasileira Gasoduto Bolivia-Brasil SA;

    * Gas Transboliviano SA;

    * Accroven, SRL;

    * Puerto Quetzal Power LLC;

    * Trakya Elektrik Uretim ve Ticaret AS;

    * SK-Enron Co., Ltd.; and

    * Promigas SA ESP.

After the Assignment Date, the Debtors anticipate transferring
additional assets to Prisma.

                        Executory Contracts

The Debtors are parties to certain contracts and agreements,
including certain shareholder or partnership agreements, articles
or bylaws that function as shareholder type agreements,
agreements related to the formation of certain of the First
Prisma Assets, and certain credit and debt restructuring
agreements related to receivables included in the First Prisma
Assets.  These Agreements, Ms. Mayer notes, generally govern the
Debtors' rights in connection with their equity or debt interests
in the First Prisma Assets.  To effectively transfer the value
and rights associated with the Debtors' equity interests in the
First Prisma Assets, the Debtors determined that they must
transfer the Agreements relating to those equity interests and
debt to Prisma as well.

Accordingly, the Debtors seek the Court's authority to assume and
assign seven executory agreements to Prisma, nunc pro tunc to
August 31, 2004:

    (1) Stockholders Agreement between Enron Global Power &
        Pipelines LLC and Centrans Energy Services, Inc., dated
        January 9, 1996;

    (2) Letter Agreement Providing Right of First Refusal by CDC
        Holdings (Barbados) Ltd. and CDC Group plc to Enron
        Caribbean Basin, dated September 28, 2000;

    (3) Credit Agreement, dated May 28, 1999;

    (4) Waiver of Rights and Deferral of Interest Payment
        Agreement, dated December 4, 2001;

    (5) Assignment and Assumption Agreement, dated October 15,
        2000;

    (6) Waiver of Rights and Deferral of Interest Payment
        Agreement, dated December 4, 2001; and

    (7) Amended and Restated Terraco SPV Loan Agreement, dated
        September 17, 1999.

Ms. Mayer assures the Court that no existing defaults under any
of the Assumed and Assigned Agreements necessitate cure.  The
Assumed and Assigned Agreements are primarily agreements
regarding shareholder and debt holder rights and contain no
operating performance obligations.

                      Non- Executory Contracts

The Debtors also sought and obtained Court's permission to assign
five non-executory agreements to Prisma, nunc pro tunc to
August 31, 2004:

    (1) Master Voting Agreement by and among Enron do Brazil
        Holdings Ltd., Enron America do Sul Ltda., Enron (Bolivia)
        CV, Enron South Americal LLC, Enron International Bolivia
        Holdings Ltd., Enron Brazil Power Holdings I Ltd., Enron
        Transportadora Holdings Ltd., and Shell Cuiaba Holdings
        Ltd., Shell Gas (Latin America) BV, Shell Gas
        Transportadora do Brasil Ltda., and GasOriente Boliviano
        Ltda., GasMat Holdings Ltd., Gasocidente do Mato Grosso
        Ltda., EPE Holdings Ltd. EPE-Empresa Produtora de Energia
        Ltda., Transborder Gas Services Ltd. and TR Holdings
        Ltda., dated September 26, 2003;

    (2) EPE - Empresa Produtora de Energia Ltda. Contrato Social,
        dated August 2003;

    (3) Gasocidente do Mato Grosso Ltda. Contrato Social, dated
        August 2003;

    (4) Enron International Americas LLC Limited Liability Company
        Agreement, dated January 1, 2004; and

    (5) Enron International Americas LLC Amended and Restated
        Limited Liability Agreement, dated April 16, 2004.

The Five Agreements are primarily associated with the Debtors'
equity interests and debt in the First Prisma Assets.

Ms. Mayer points out that the intrinsic value of the shareholder
and debt holder rights afforded under the Five Agreements are
included in the value of the equity interests and debt being
transferred to Prisma, therefore, the assignment of the
Agreements does not constitute a transfer of additional value to
Prisma.  Consequently, the Debtors will not receive additional
consideration for the assignment of the Agreements.

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. 126;
Bankruptcy Creditors' Service, Inc., 15/945-7000)


EXIDE TECH: Amends Severance Portion of Income Protection Plan
--------------------------------------------------------------
Craig H. Muhlhauser, President and Chief Executive Officer of
Exide Technologies, discloses in a regulatory filing with the
Securities and Exchange Commission that on September 14, 2004,
the Company implemented certain amendments to its Income
Protection Plan.

The IPP is intended to provide participants with severance
benefits in the event of termination of employment without cause
or resignation under certain adverse circumstances.  Under the
material terms of the new amendments, executive officers will
receive 12 months of severance regardless of whether the
executive officer obtains new employment within the 12-month
period.  The IPP previously provided 24 months of severance which
would terminate or be reduced to the extent the executive officer
obtained compensation from new employment during that 24-month
period.  The reduction to 12 months of unmitigated severance will
be transitioned over the next 24 months.

The amended Income Protection Plan is applicable to these
executive officers:

   -- Janice Jones, Executive Vice President, Global Human
      Resources;

   -- Ian Harvie, Interim Chief Financial Officer and Vice
      President, Corporate Controller;

   -- Stuart Kupinsky, Executive Vice President, Secretary and
      General Counsel; and

   -- Mitchell Bregman, President, Industrial Energy Americas.

Headquartered in Princeton, New Jersey, Exide Technologies is the
world-wide leading manufacturer and distributor of lead acid
batteries and other related electrical energy storage products.
The Company filed for chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, represent the Debtors
in their restructuring efforts.  On April 14, 2002, the Debtors
listed $2,073,238,000 in assets and $2,524,448,000 in debts.
(Exide Bankruptcy News, Issue No. 53; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FORT WORTH: Moody's Ratings Slide Three Notches to B3
-----------------------------------------------------
Moody's Investors Service downgraded Fort Worth Osteopathic
Hospital's dba Osteopathic Medical Center of Texas underlying
ratings to B3 and Baa3 and kept the ratings on Watchlist for
further possible downgrade.  These actions affect approximately
$82 million of outstanding debt of which $7 million is uninsured.
The outstanding debt includes the Series 1993, Series 1996 and
Series 1997 bonds issued through the Tarrant County Health
Facilities Development Corporation.  With the exception of $7
million, these bonds are insured by MBIA and, therefore, carry
long-term Aaa ratings based on the insurers claims paying ability.
The Aaa rating is not under review.

Moody's has been informed that Fort Worth Osteopathic Hospital
will be filing a material event notice after missing two scheduled
sinking bond fund payments in August and September 2004 due to
lack of sufficient operating funds.  Although the 2003 audited
financial statements are not yet available, we have been informed
by management that the organization has depleted its unrestricted
cash reserves.  The organization currently maintains a debt
service reserve fund, which is funded at maximum annual debt
service ($6.7 million).  The next scheduled bond payment is
October 15, 2004 and it is anticipated that payment will be drawn
from the DSRF.  In addition, Fort Worth Osteopathic Hospital has
engaged a consulting firm to explore potential partnership
options.  Given the distressed financial situation of the hospital
and resulting lack of disclosure of public information, Moody's is
unable to comment on the hospital's current financial performance
or position at this time; however, the hospital's financial
situation will be a primary focus of our on-going review.

Over the next ninety days our analysis will focus on the following
areas:

   (1) Fort Worth's current financial position;

   (2) the likelihood of an affiliation or merger with another
       health system; and

   (3) the availability of assets to meet debt payments.


FOXMEYER CORP: Bart Brown Requests $807 Per Hour for Work
---------------------------------------------------------
Bart A. Brown, Jr., the chapter 7 trustee overseeing the
liquidation of FoxMeyer Corporation and its debtor-affiliates'
estates, tabulates that he's invested 8,106 hours over the past
seven years in FoxMeyer's cases and will spend another 500 hours
wrapping matters up.  Mr. Brown filed his Final Fee Application
last month asking the Honorable M. Bruce McCullough to approve
payment of a final $6,940,000 fee and reimbursement of $250,782 in
expenses.

                  Outcome Exceeds Expectations

The FoxMeyer story is remarkable.  FoxMeyer was the fourth-largest
pharmaceutical distributor in the United States in 1996, with $5
billion in annual sales.  When FoxMeyer's chapter 11 cases
converted to chapter 7 proceedings, the estate had $16 million of
cash on hand and creditors had filed claims totaling more than $6
billion.  Many creditors sold their claims for less than 25 cents-
on-the-dollar in 1997.  More than seven years later,
administrative, priority and secured claims are paid in full and
unsecured creditors are slated to receive a total 64.4%
distribution to on account of their allowed claims.

Based on the statutory cap for chapter 7 trustee compensation in
11 U.S.C. Sec. 326(a), Mr. Brown is asking for roughly two-thirds
of what he could request.

Seven years of litigation against Citibank, Andersen Consulting,
SAP, The Buschman Companies, Avatex Corporation, Deloitte &
Touche, McKesson Corp., CD Smith, General Electric Capital Corp.,
Abbey J. Butler, Melvin J, Estrin, and others, resulted in Mr.
Brown recovering approximately $348 million for the benefit of
FoxMeyer's creditors.

"One of the more impressive things to me," John Barber, Vice
President of Financial Revenue Cycle for GlaxoSmithkline PLC
(holding a $19.4 million claim against FoxMeyer's estate), says,
was the efficiency and speed with which Mr. Brown, Meade Monger
(the claims agent) and lawyers at Kasowitz, Benson, Torres &
Friedman LLP, "were able to work together to identify the Debtors'
causes of action, prosecute causes of action, litigate objections
to claims, and control both litigation expenses and overall costs
of administering the Debtors' estates."  Mr. Barber says that he
didn't see that kind of speed or efficiency from the Debtors' six
law firms, two accounting firms and two consulting firms hired
before the chapter 7 conversion.  He did see that "the costs of
all the professionals were bleeding the estate dry."

Mr. Brown and his professionals "achieved a result that has
surpassed Farallon's expectations," William F. Mellin at Farallon
Capital Management, LLC, adds.  Funds managed by Farallon hold
more than $100 million in FoxMeyer claims.

"The success here is incredible," Matthew S. Barrett, Managing
Director and Head of Analysis of the Distressed Investments Group
at Oaktree Capital Management LLC.  Oaktree holds unsecured claims
totaling nearly $93 million in FoxMeyer's cases.

"[T]here is no question in my mind," D. Jan Baker, Esq., a partner
in the Corporate Restructuring Group of Skadden, Arps, Slate,
Meagher & Flom LLP, says, "that Mr. Brown's final fee application
[is] reasonable and warranted."  Prior to joining Skadden Arps,
Mr. Baker was a partner at the firm of Weil, Gotshal & Manges LLP.
Weil Gotshal served as bankruptcy counsel for FoxMeyer.  Mr. Baker
notes that FoxMeyer filed for chapter 11 protection with the
expectation of reorganizing and emerging.  Unfortunately, that
proved to be impossible and the company's assets were sold to
McKesson Corp. in a Sec. 363 sale.

"I am unaware of anyone at the company or outside the company,"
Mr. Baker says, "who believed that the estates' causes of action
would yield enough funds to make a significant distribution to
unsecured creditors, particularly in light of the very significant
reclamation claims that had been asserted.   *   *   *   In all my
years of practice, I do not recall ever seeing a chapter 7 case
the size of the FoxMeyer cases that has yielded such a significant
distribution to unsecured creditors.  In my opinion, the
recoveries obtained in [FoxMeyer's cases] are outstanding and far
exceed my own expectation at the time the cases were converted as
to the ultimate distribution to unsecured creditors."

                       Comparable Awards

Providing Judge McCullough with information about other big
chapter 7 liquidations generating big fees, Mr. Brown relates
that:

    * Tom H. Connolly, Esq., received $1,661 for his work
      in In re Guyana Development Corp., 201 B.R. 462
      (Bankr. S.D. Tex. 1996);

    * In In re MiniScribe Corp., 241 B.R. 729 (Bankr. D.
      Colo. 1999), confirmed after remand, 257 B.R. 56
      (Bank. D. Colo. 2000), the Court awarded the Trustee
      the equivalent of $1,712 per hour;

    * Richard C. Breeden collected a $13.85 million fee as
      trustee for The Bennett Funding Group (Bankr.
      N.D.N.Y. Case No. 96-61376, Memorandum-Decision dated
      Feb. 20, 2003);

    * James P. Hassett, as Trustee for O.P.M. Leasing
      Services, which filed for chapter 11 protection in
      1981, received about $2.5 million (about $5 million in
      2002 dollars); and

    * Mr. Hassett received an $8 million fee -- the full 3%
      of funds disbursed to creditors permissible under 11
      U.S.C. Sec. 326(a) -- for services between Oct. 1989
      and June 1996 as trustee for Continental Information
      Systems Corporation (Bankr. S.D.N.Y. Case Nos.
      89-B-10073 through 89-B-10084 (PBA)).

Mr. Brown can be reached at:

     Bart A. Brown, Jr.
     8655 East Via De Ventura, Suite G244
     Scottsdale, AZ 85258
     Telephone (602) 852-9040
     Fax (602) 852-9076

FoxMeyer Corporation, FoxMeyer Drug Company, and their
subsidiaries, filed for chapter 11 protection on August 27, 1996
(Bankr. D. Del. Case Nos. 96-1329 through 96-1334).  The estates
were substantively consolidated and, on Nov. 8, 1996,
substantially all of the pharmaceutical distributor's business
operations were sold to McKesson Corporation.  On March 18, 1997,
the Debtors' chapter 11 cases were converted to chapter 7
liquidation proceedings and Mr. Brown was elected to serve as the
Chapter 7 Trustee.


FULCRUM DIRECT: Asks Court to Dismiss Chapter 11 Cases
------------------------------------------------------
Catalog clothing retailer Fulcrum Direct, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the District of
Delaware to enter an order dismissing their chapter 11 cases
pursuant to 11 U.S.C. Sec. 1112(b).

                  Assets Sold Years Ago

Through multiple sale transactions under Sec. 363 of the
Bankruptcy Code, Fulcrum sold its portfolio of trademarked After
the Stork, Storybook Heirlooms, zoe, Little Feet, SunSkins and
Discount Direct brand names used on apparel and accessories worn
by children, teens and young women.  Delia's Inc. purchased most
of Fulcrum's assets in late-1998 for $4.75 million in cash and the
assumption of related leases as well as up to about $1.2 million
in liabilities.  Those liabilities consisted primarily of customer
refunds and returns directly related to Fulcrum's Storybook
Heirlooms trademark.

                     D&O Litigation

In February 2000, Fulcrum's Official Committee of Unsecured
Creditors, represented by lawyers at Lowenstein Sandler PC, filed
a class proof of claim on behalf of similarly situated unsecured
creditors who extended credit to the Debtors on or after Nov. 1,
1997 -- the date on which the Class Claimants assert that the
Debtors knew or should have known they were insolvent.  The Class
Claim was based on damages for the Debtors' officers and
directors' alleged tortuous conduct, including negligent
misrepresentations for failure to disclose the Debtors'
insolvency.

On Dec. 26, 2000, Judge Walrath approved a settlement among IBJ
Whitehall Business Credit Corporation (the Debtors' lender), the
Debtors and the Committee.  That settlement pact was a condition
precedent to another settlement agreement among IBJ Whitehall, the
former officers and directors named as defendants in a New York
action, and Fulcrum's D&O Insurer.

Because the litigation has been resolved, Joel A. Waite, Esq., at
Young Conaway Stargatt & Taylor, LLP, Fulcrum's counsel, tells the
Court, all that remains for the Committee, as the Class
Representative, to do is to distribute the settlement proceeds to
the Class Claimants.  That, Mr. Waite indicates, can be done
outside of the bankruptcy process.

Accordingly, Fulcrum asks Judge Walrath to dismiss their
bankruptcy cases pursuant to Bankruptcy Code Sec. 1112(b) without
prejudice to the to the Committee's continued existence to
distribute the Class Claimants' portion of the D&O Settlement
Proceeds to the Class Claimants.

Fulcrum Direct, Inc., and its Fulcrum West, LLC and Equipment Bond
Purchaser, Inc., debtor-affiliates filed for chapter 11 protection
on July 30, 1998 (Bankr. D. Del. Case No. 98-1767 (MFW)).


GMAC COMMERCIAL: Moody's Junks Three Certificate Classes
--------------------------------------------------------
Moody's Investors Service downgraded six classes and confirmed or
affirmed twelve classes of GMAC Commercial Mortgage Securities,
Inc.

Series 2000-C3 Mortgage Pass-Through Certificates are:

   -- Class A-1, $94,088,122, Fixed, affirmed at Aaa
   -- Class A-2, $851,355,000, Fixed, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $53,964,000, Fixed, affirmed at Aa2
   -- Class C, $57,138,000, Fixed, affirmed at A2
   -- Class D, $12,125,802, Fixed, affirmed at A3
   -- Class E, $35,054,000, WAC, affirmed at Baa2
   -- Class F, $19,120,000, WAC, affirmed at Baa3
   -- Class H, $9,878,000, WAC, affirmed at Ba1
   -- Class J, $25,494,000, WAC, confirmed at Ba2
   -- Class K, $4,461,000, WAC, confirmed at Ba3
   -- Class L, $9,560,000, WAC, confirmed at B1
   -- Class M, $15,933,000, WAC, downgraded to Caa1 from B2
   -- Class N, $3,186,000, WAC, downgraded to Caa2 from B3
   -- Class O, $3,186,000, WAC, downgraded to Caa3 from Caa2
   -- Class S-MAC-1, $12,998,601, Fixed, downgraded to Baa3
      from A3
   -- Class S-MAC-2, $9,147,163, Fixed, downgraded to Ba2
      from Baa2
   -- Class S-MAC-3, $5,521,998, Fixed, downgraded to Ba3
      from Baa3

As of the September 15, 2004 distribution date, the transaction's
aggregate balance has decreased by approximately 4.6% to $1.26
billion from $1.32 billion at securitization.  The Certificates
are collateralized by 171 mortgage loans secured by commercial and
multifamily properties.  The pool includes three shadow rated
loans representing 22.2% of the pool and a conduit component that
represents 77.8% of the pool.  The conduit loans range in size
from less than 1.0% of the pool to 4.0% of the pool, with the top
10 conduit loans representing 28.3% of the pool.  Five loans
representing 1.9% of the pool have defeased and are secured by
U.S. Government securities.  Three loans have been liquidated from
the pool, resulting in aggregate realized losses of approximately
$3.9 million.

Six loans representing 1.2% of the pool are in special servicing.
Moody's has estimated aggregate losses of approximately $2.0
million for all of the specially serviced loans.

On September 8, 2004 Moody's placed Classes J, K, L, M, N and O on
review for possible downgrade due to concerns regarding overall
pool performance.  Classes S-MAC1, S-MAC2 and S-MAC3 were also
placed on review due to concerns about the performance of the
MacArthur Center Loan, the second largest loan in the pool.
Moody's has concluded its review of this transaction and is
downgrading the pooled classes due to realized and anticipated
losses from the specially serviced loans, a decline in the
performance of the conduit component and LTV dispersion. Moody's
was provided with full-year 2003 operating results for
approximately 93.1% of the performing loans.  Moody's loan to
value ratio ("LTV") for the conduit component is 88.0%, compared
to 82.6% at securitization. Based on Moody's analysis, 11.3% of
the conduit pool has a LTV greater than 100.0%, compared to 0.0%
at securitization.  The downgrade of Classes S-MAC-1, S-MAC-2 and
S-MAC-3 is due to a decline in the property's operating
performance, as discussed below.

The largest shadow rated loan is the Arizona Mills Loan
($141.3 million - 11.7%), which is secured by a 1.2 million square
foot regional mall located in Tempe, Arizona.  The property has
experienced a small decline in overall occupancy, from 97.0% at
securitization to 94.2% currently, but this decline has been
offset by increased revenue.  Moody's current net cash flow is
$21.6 million, compared to $19.0 million at securitization.
Moody's current shadow rating is A3, compared to Baa2 at
securitization.

The second shadow rated loan is the MacArthur Center Loan, which
consists of a $97.2 million senior loan representing 8.0% of the
pool and a $42.3 million junior loan, which supports Classes
S-MAC-1, S-MAC-2, S-MAC-3 and S-MAC-4.  The security for the loan
is a leasehold mortgage on a 943,000 square foot regional mall
located in downtown Norfolk, Virginia.  The center, which was
developed by the Taubman Group and opened in 1999, is anchored by
Dillard's and Nordstrom.  The center's financial performance has
been negatively impacted by a decrease in revenue as well as
increased operating expenses.  Although occupancy has remained
relatively stable since securitization, several tenants have
renegotiated rent payments or are paying percentage rent in lieu
of base rent, it is expected that these concessions will lessen as
the center becomes more established.  In-line sales for 2003 were
$365 per square foot, an increase of approximately 11.0% since
securitization.  The property is 88.1% occupied, compared to 89.5%
at securitization.  Moody's adjusted net cash flow is $14.1
million, compared to $16.7 million at securitization. Moody's
current shadow rating of the senior loan is A3, compared to Aa3 at
securitization.

The third shadow rated loan is the AmeriSuites Loan
($30.0 million - 2.5%), which is secured by a portfolio of seven
limited service and one extended stay hotels.  The hotels are
located in eight states and total 965 guestrooms.  The portfolio's
performance has been stable since securitization despite a decline
in RevPAR.  The portfolio's weighted average RevPAR for 2003 was
$57.96, compared to $61.05 at securitization.  Moody's current
shadow rating is Baa2, the same as at securitization.

The top three conduit loans represent 8.8% of the outstanding pool
balance.  The largest conduit loan is the 199 Broadway Building
Loan ($48.4 million - 4.0%), which is secured by a 636,000 square
foot Class A office building located in downtown Denver, Colorado.
Although the property's occupancy has remained stable since
securitization, performance has been negatively impacted by a
significant increase in operating expenses.  The property is 93.4%
occupied, compared to 96.0% at securitization.  Moody's LTV is
85.8%, compared to 75.5% at securitization.

The second largest conduit loan is the St. Croix Apartments Loan
($29.4 million - 2.4%), which is secured by a 360-unit apartment
complex located in Naples, Florida.  Performance has been
negatively impacted by decreased revenue and increased operating
expenses.  The property is 90.0% occupied, compared to 95.8% at
securitization.  Moody's LTV is 87.2%, compared to 85.4% at
securitization.

The third largest conduit loan is the 201 East 14th - Coral Tower
Loan ($28.2 million - 2.3%), which is secured by a 91-unit
apartment building located in New York City.  The property has
maintained 100.0% occupancy since securitization.  New York
University has master-leased the apartment units and basement
space under a 10-year lease that expires in 2010.  The ground
floor retail is leased to drug/convenience store under a 15-year
lease that expires in 2015.  Moody's LTV is 63.1%, compared to
70.3% at securitization.

The pool's collateral is a mix of:

   * retail (41.8%),
   * multifamily (28.5%),
   * office (16.1%),
   * hotel (7.5%),
   * industrial and self storage (3.7%),
   * U.S. Government securities (1.6%), and
   * other (0.8%).

The collateral properties are located in 32 states.  The highest
state concentrations are:

   * Arizona (13.6%),
   * Florida (11.2%),
   * California (10.8%),
   * Virginia (10.6%), and
   * Texas (9.6%).

All the loans are fixed rate.


HA-LO INDUSTRIES: Court Will Hear Zurich Settlement Pact Today
--------------------------------------------------------------
The HA2003 Liquidating Trust, successor in interest to the assets
of HA 2003, Inc. (f/k/a HA-LO Industries Inc.) entered into an
agreement with Zurich American Insurance Company to settle claims
asserted against HA-LO's former officers and directors.  In its
action against Zurich, the Liquidating Trust asserts that Zurich
has an obligation under a D&O insurance policy to pay
approximately $45 million to cover the legal obligations of
HA-LO's former CEO in connection with a settlement that resolved
claims asserted by the Debtor.  In exchange for a payment of
$17 million, the Liquidating Trust has agreed that it will not
pursue any further claims against Zurich, including claims that
Zurich owes or may in the future owe additional amounts in excess
of its policy limits to any of the directors and officers covered
by its policy.

The Liquidating Trust asks the U.S. Bankruptcy Court for the
Northern District of Illinois to approve this Compromise and
Settlement Agreement with Zurich.  The Court will consider the
request at a hearing at 10:00 a.m., this morning, October 4, 2004,
in Chicago.

The Settlement Agreement provides that the Zurich Policy is
exhausted and that, pursuant to Section 363(f) of the Bankruptcy
Code, the coverages, causes of action, and all other rights and
interests in and under the Zurich Policy are sold by the Estate to
Zurich free and clear of all liens on, claims against, or
interests in the Zurich Policy, effective as of the date on which
the Liquidating Trust receives full payment of the $17 million
settlement amount.

Copies of the pleadings are available for review at the Clerk of
Court or by written request to:

      Steven C. Florsheim, Esq.
      Sperling & Slater, P.C.
      55 W. Monroe Street, Suite 3200
      Chicago, Illinois 60603

HA-LO Industries, Inc., provided full service, innovative brand
marketing in the custom and promotional products industry.  The
Company filed for chapter 11 protection on July 30, 2001.  Adam G.
Landis, Esq., Eric Lopez Schnabel, Esq., and Mary Caloway, Esq.,
at Klett Rooney Lieber & Schorling represent the Debtors in their
liquidating efforts.


HEILIG-MEYERS: Unsecured Creditors Can Expect 7% to 48% Recovery
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter, Heilig-
Meyers Company and its wholly owned subsidiaries, Heilig-
Meyers Furniture Company, Heilig-Meyers Furniture West, Inc., HMY
Star, Inc., HMY RoomStore, Inc., and MacSaver Financial Services,
Inc., and their Official Committee of Unsecured Creditors filed a
Joint Plan of Reorganization and Disclosure Statement with the
U.S. Bankruptcy Court for the Eastern District of Virginia.  The
Bankruptcy Court will conduct a hearing for the purpose of making
a determination as to the adequacy of the Disclosure Statement.
Once the Bankruptcy Court approves the Disclosure Statement, the
Companies will ask creditors to vote in favor or against the Plan.

Under the terms of the proposed Plan, pre-petition creditors will
receive beneficial interests in a Liquidation Trust in settlement
of their claims.  The proposed Plan contemplates that only one of
the Companies, HMY RoomStore, Inc., will emerge as a reorganized
business enterprise. All other assets will be transferred to a
Liquidation Trust to be converted to cash over time for
distribution to the beneficiaries of the Liquidation Trust.
Additionally, the Reorganized RoomStore common stock will be
transferred to the Liquidation Trust for the benefit of the
holders of allowed unsecured claims under the Plan. The holders of
existing common stock of Heilig-Meyers Company will receive no
distribution under the proposed Plan and will have no interest in
the Liquidation Trust, and it is anticipated that the existing
shares of common stock will be cancelled. Reorganized RoomStore
will continue to operate stores under The RoomStore name.

The Debtors' Plan provides for full payment of all:

    * Administrative Expense Claims;
    * Priority Tax Claims;
    * Other Priority Claims;
    * Secured Claims held by Wachovia Bank, N.A.;
    * Secured Claims held by Prudential;
    * Secured Claims arising under Synthetic Lease Transactions;
    * Secured Bondholder Claims; and
    * all other Secured Claims.

Unsecured Creditors are grouped into three subclasses and the
Debtors' Disclosure Statement describes their treatment:

                                                     Estimated
Class  Type of Claim     Proposed Treatment          Recovery
-----  -------------     ------------------          ---------
5(a)   RoomStore         A distribution of              48%
       Unsecured         0.008065% of the shares
       Claims            of New RoomStore Common
                         Stock for every $10,000
                         RoomStore Unsecured
                         Claims held in the
                         Liquidation Trust.

5(b)   Funded Debt       Subject to dilution on         10%
       Unsecured         account of the Master
       Claims            Trust Claim, and without
                         accounting for any recovery
                         on account of the Lender
                         Avoidance Action, and
                         subject to adjustment for
                         additional cash paid to
                         holders of Secured Claims,
                         a Cash Distribution from
                         the Liquidation Trust.

5(c)   Heilig            Subject to dilution on          7%
       Unsecured         account of the Master
       Claims            Trust Claim, and without
                         accounting for any recovery
                         on account of the Lender
                         Avoidance Action, and
                         subject to adjustment for
                         additional cash paid to
                         holders of Secured Claims,
                         a Cash Distribution from
                         the Liquidation Trust.

Capstone Corporate Recovery, LLC, the Debtors' finanical advisor,
estimates that the value of the equity in Reorganized RoomStore
will be approximately $60 million as of March 1, 2005, which is
the Plan's assumed Effective Date.  The key driver behind that
estimate is management's earnings projections for Reorganized
RoomStore:

                   Reorganized RoomStore
      Projected Consolidated Statements of Operations
                   (Amounts in Millions)

                 FY2004  FY2005  FY2006  FY2007  FY2008  FY2009
                 ------  ------  ------  ------  ------  ------
Total Revenues   $354.9  $372.3  $411.8  $480.1  $543.0  $586.3
Net Income         $1.9    $2.7    $1.0    $2.7    $4.5    $7.4
EBITDA             $5.6    $6.1    $6.5   $10.5   $14.2   $19.5

The Debtors are convinced that creditors recover more under their
plan than they would in a chapter 7 liquidation.  Capstone
concludes, in a hypothetical chapter 7 liquidation, the Debtors'
estates would be reduced to a $36 to $39 million pile of cash, and
the estates would be administratively insolvent, returning between
64% and 90% of what's owed to postpetition creditors.

The RoomStore offers a wide selection of professionally
coordinated home furnishings in complete room packages at value-
oriented prices. The RoomStore operates 64 stores located in
Pennsylvania, Maryland, Virginia, North Carolina, South Carolina
and Texas.

Heilig-Meyers Company filed for chapter 11 protection on Aug. 16,
2000 (Bankr. E.D. Va. Case No. 00-34533), reporting $1.3 billion
in assets and $839 million in liabilities. When the Company filed
for bankruptcy protection it operated hundreds of retail stores in
more than half of the 50 states. In April 2001, the company shut
down its Heilig-Meyers business format. In June 2001, the Debtors
sold its Homemakers chain to Rhodes, Inc. GOB sales have been
concluded and the Debtors are liquidating their remaining Heilig-
Meyers assets. The Debtors are working to effect a restructuring
of their RoomStore business operations with the expectation of
bringing that business out of bankruptcy as a reorganized company.
Bruce H. Matson, Esq., Troy Savenko, Esq., and Katherine Macaulay
Mueller, Esq., at LeClair Ryan, P.C., in Richmond, Va., represent
the Debtors.


HLM DESIGN: Auctioning Substantially All Assets on Wednesday
------------------------------------------------------------
HLM Design, Inc., and its debtor-affiliates sought and obtained
approval of uniform bidding procedures from the U.S. Bankruptcy
Court for the Western District of North Carolina, Charlotte
Division, in connection with the sale of substantially all of the
Company's assets pursuant to Section 363 of the Bankruptcy Code.

The Debtors plan to hold an auction on Wednesday, Oct. 6.

Heery International, Inc., is the stalking-horse bidder.  Pursuant
to an Asset Purchase Agreement, Heery agrees to:

   (1) purchase substantially all of the Debtors' assets for
       $5,200,000; and

   (2) assume certain specified liabilities and cure costs, not to
       exceed $1,118,200, associated with certain executory
       contracts to be assumed and assigned.

Should another bidder win the auction, the Debtors will:

   (1) pay Heery a $250,000 break-up fee; and

   (2) reimburse Heery for all of its costs, fees and expenses,
       subject to a $200,000 cap.

The Honorable George R. Hodges will be asked to approve the
sale to the highest and best bidder on Thursday, October 7, at
9:30 a.m.

Copies of the bidding procedures and other due diligence materials
are available by faxing a written request to:

     Ms. Kimberly Eisert
     Hamilton, Gaskins, Fay & Moon
     Fax (704) 344-1483

Heery International, Inc., -- http://www.heery.com/-- is a full-
service architecture, interior design, engineering, facilities
planning and design, construction management and program
management firm with over 1000 employees located throughout the
United States and Europe.

Headquartered in Charlotte, North Carolina, HLM Design
-- http://www.hlmdesign.com/-- provides architectural,
engineering and project planning services.  The Company and its
debtor-affiliates filed for chapter 11 protection on Aug. 27, 2004
(Bankr. W.D. N.C. Case No. 04-33049).  Travis W. Moon, Esq., at
Hamilton, Gaskins, Fay & Moon, PLLC, represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection they listed approximately $4 million in total assets
and more than $10 million in total debts on a consolidated basis.


HOLLINGER INC: Majority of Noteholders Agree to Amend Indenture
---------------------------------------------------------------
Hollinger Inc. (TSX:HLG.C) (TSX:HLG.PR.B) has received consents
from holders of a majority in aggregate principal amount of its
outstanding 11.875% Senior Secured Notes due 2011 approving
amendments to the indenture governing the Senior Notes and the
related security agreement.

Hollinger has executed a supplemental indenture and first
supplement to security agreement giving effect to the amendments,
which provide, among other things for a temporary suspension of
Hollinger's obligation under the Senior Indenture to furnish to
the U.S. Securities and Exchange Commission, the holders of Senior
Notes and the trustee of the Senior Notes periodic and other
reports under applicable U.S. federal securities laws until
January 1, 2006. The amendments also permit Hollinger:

   -- to incur indebtedness in an aggregate amount outstanding not
      to exceed US$15 million (and to grant a second priority
      security interest in the collateral supporting the Senior
      Notes in connection therewith) through the issuance of notes
      substantially similar to the Senior Notes pursuant to an
      indenture substantially similar to the Senior Indenture.

   -- to direct the trustee of the Senior Notes to apply up to
      approximately US$10.5 million, currently being held as cash
      collateral under the Senior Indenture, to satisfy future
      interest payment obligations on the outstanding Senior
      Notes.

In connection with obtaining the foregoing consents to the Senior
Indenture, a majority in aggregate principal amount of holders of
the Senior Notes also waived any and all defaults or events of
default under, and non-compliance with certain covenants of, the
Senior Indenture relating to events occurring on or prior to the
date hereof, including any default or event of default arising
from the failure of Hollinger to file an annual report on
Form 20-F pursuant to applicable U.S. federal securities laws with
the SEC and transmit such report to all holders and the trustee of
the Senior Notes.

Hollinger also announced the closing of the private placement of
US$15 million in aggregate principal amount of 11.875% Senior
Secured Notes due March 1, 2011 at 100% of the face amount. The
net proceeds from the sale of the Second Priority Notes totaled
approximately US$13.9 million, after deducting the expenses of the
offering. Hollinger intends to use the net proceeds for general
corporate purposes.

Peter G. White, Co-Chief Operating Officer of Hollinger, said, "We
are extremely pleased to have successfully reached an agreement
with our noteholders regarding the consents and a waiver of the
event of default resulting from Hollinger International's delay in
completing its financial statements and to have concluded an
important financing. Together, these achievements remove
significant financial pressure on Hollinger Inc. and substantially
improve the company's liquidity position."

Hollinger has agreed to pay all holders of Senior Notes, whether
they have tendered a consent or not, a fee of US$35 in cash per
US$1,000 principal amount of Senior Notes. The record date to
determine holders entitled to receive the consent fee is Sept. 28,
2004. As of the record date, US$78 million principal amount of the
Senior Notes was outstanding.

The Second Priority Notes have been guaranteed by Ravelston
Management Inc., a wholly-owned subsidiary of The Ravelston
Corporation Limited, the controlling shareholder of Hollinger, and
by an indirect wholly-owned subsidiary of Hollinger. The Second
Priority Notes are secured by a second priority lien on the
collateral securing the Senior Notes, which includes 14.99 million
shares of Class B common stock of Hollinger International Inc.
owned, directly and indirectly, by Hollinger.

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

                          *     *     *

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

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

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

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

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


HOLLINGER INC: Obtains Waiver on Periodic Reporting Requirements
----------------------------------------------------------------
Hollinger, Inc., (TSX: HLG.C; HLG.PR.B) received consents from
holders of a majority in aggregate principal amount of its
outstanding 11.875% Senior Secured Notes due 2011 approving
amendments to the indenture governing the Senior Notes and the
related security agreement.  Hollinger executed a supplemental
indenture and first supplement to security agreement giving effect
to the amendments, which provide, among other things, for a
temporary suspension of Hollinger's obligation under the Senior
Indenture to furnish to the U.S. Securities and Exchange
Commission, the holders of Senior Notes and the trustee of the
Senior Notes periodic and other reports under applicable U.S.
federal securities laws until January 1, 2006.

The amendments also permit Hollinger to incur indebtedness in an
aggregate amount outstanding not to exceed US$15 million (and to
grant a second priority security interest in the collateral
supporting the Senior Notes in connection therewith) through the
issuance of notes substantially similar to the Senior Notes
pursuant to an indenture substantially similar to the Senior
Indenture.  The amendments further permit Hollinger to direct the
trustee of the Senior Notes to apply up to approximately
$10.5 million, currently being held as cash collateral under the
Senior Indenture, to satisfy future interest payment obligations
on the outstanding Senior Notes.

In connection with obtaining the consents to the Senior Indenture,
a majority in aggregate principal amount of holders of the Senior
Notes also waived any and all defaults or events of default under,
and non-compliance with certain covenants of, the Senior Indenture
relating to events occurring on or prior to the date hereof,
including any default or event of default arising from the failure
of Hollinger to file an annual report on Form 20-F pursuant to
applicable U.S. federal securities laws with the SEC and transmit
such report to all holders and the trustee of the Senior Notes.

Peter G. White, Co-Chief Operating Officer of Hollinger, said, "We
are extremely pleased to have successfully reached an agreement
with our noteholders regarding the consents and a waiver of the
event of default resulting from Hollinger International's delay in
completing its financial statements and to have concluded an
important financing.  Together, these achievements remove
significant financial pressure on Hollinger Inc. and substantially
improve the company's liquidity position."

Hollinger has agreed to pay all holders of Senior Notes, whether
they have tendered a consent or not, a fee of $35 in cash per
$1,000 principal amount of Senior Notes.  The record date to
determine holders entitled to receive the consent fee is
September 28, 2004.  As of the record date, $78 million principal
amount of the Senior Notes was outstanding.

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

As reported in the Troubled Company Reporter on Sept. 17,
Hollinger and Hollinger International, Inc., continue to pursue,
on a without prejudice basis, the conclusion of mutually
acceptable arrangements to permit the audit of Hollinger's 2003
annual financial statements to begin as soon as possible.

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

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

                         *     *     *

As reported in the Troubled Company Reporter on August 31,
Hollinger received notice from staff of the Midwest Regional
Office of the U.S. Securities and Exchange Commission that they
intend to recommend to the Commission that it authorize civil
injunctive proceedings against Hollinger for certain alleged
violations of the U.S. Securities Exchange Act of 1934 and the
Rules thereunder.  The notice includes an offer to Hollinger to
make a "Wells Submission", which Hollinger will be making, setting
forth the reasons why it believes the injunctive action should not
be brought.  A similar notice has been sent to some of Hollinger's
directors and officers.

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


HOLLINGER INC: Closes Private Placement of $15M 2nd Priority Notes
------------------------------------------------------------------
Hollinger, Inc., (TSX: HLG.C; HLG.PR.B) reported the closing of
the private placement of $15 million in aggregate principal amount
of 11.875% Senior Secured Notes due March 1, 2011 at 100% of the
face amount.  The net proceeds from the sale of the Second
Priority Notes totaled approximately $13.9 million, after
deducting the expenses of the offering.  Hollinger intends to use
the net proceeds for general corporate purposes.

The Second Priority Notes have been guaranteed by Ravelston
Management Inc., a wholly owned subsidiary of The Ravelston
Corporation Limited, the controlling shareholder of Hollinger, and
by Hollinger's indirect wholly owned subsidiary.  The Second
Priority Notes are secured by a second priority lien on the
collateral securing the Senior Notes, which includes 14.99 million
shares of Class B common stock of Hollinger International Inc.
owned, directly and indirectly, by Hollinger.

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

                         *     *     *

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

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

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

As reported in the Troubled Company Reporter on Sept. 17,
Hollinger and Hollinger International, Inc., continue to pursue,
on a without prejudice basis, the conclusion of mutually
acceptable arrangements to permit the audit of Hollinger's 2003
annual financial statements to begin as soon as possible.

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


HOLLINGER: Still Reviewing Financial & Special Committee's Reports
------------------------------------------------------------------
Hollinger International, Inc., provided an update in accordance
with Ontario Securities Commission Policy 57-603 Defaults by
Reporting Issuers in Complying with Financial Statement Filing
Requirements.

Certain management and other insiders of the Company are currently
subject to a cease trade order in respect of securities of the
Company issued by the OSC on June 1, 2004. The cease trade order
results from the delay in filing the Company's annual financial
statements for the year ended December 31, 2003 and related MD&A,
its interim financial statements for the three months ended
March 31, 2004 and related MD&A and its Annual Information Form by
the required filing dates.  The cease trade order will remain in
place until two business days following receipt by the OSC of all
filings that the Company is required to make pursuant to Ontario
securities laws.

The Company previously announced on July 20, 2004 that it did not
anticipate that it would be in a position to file its interim
financial statements and related MD&A for the six month period
ended June 30, 2004 by the filing date required by applicable
Canadian securities legislation, since it was not expected that
the report of the Special Committee of the board of directors of
the Company, established to investigate allegations raised by
certain of the Company's shareholders, would be available
sufficiently in advance of that time.  The Company confirms that
those interim financial statements and related MD&A have not been
so filed.

The Company continues to believe that it needs additional time to
review the Special Committee's report was filed with the U.S.
District Court for the Northern District of Illinois on August 30,
2004 and to assess, together with the auditors of the Company, its
impact, if any, on the results of operations of the Company before
the Company can complete and file the financial statements and
related MD&As and the AIF in question.  The Company will continue
to provide bi-weekly updates, as contemplated by the OSC Policy,
until the financial statements and related MD&As and AIF have been
filed.

As reported in the Troubled Company Reporter on September 1, 2004,
Hollinger International, Inc.'s special Committee of its Board of
Directors filed with the U.S. District Court for the Northern
District of Illinois its Report of findings of its investigation
into allegations raised by certain of the Company's shareholders
and other matters uncovered in the course of the Special
Committee's work.

A full-text copy of the 513-page Report is available at no charge
at:


http://www.sec.gov/Archives/edgar/data/868512/000095012304010413/y01437exv99
w2.htm

The Company said that the Special Committee filed the Report with
the Court consistent with the terms of the Consent Judgment
entered into by the Company and the U.S. Securities and Exchange
Commission on January 16, 2004.  As previously announced, the
Special Committee has filed a lawsuit on the Company's behalf in
the Court against defendants including certain directors and
former directors and officers, as well as the Company's
controlling shareholder and its affiliated companies.

Hollinger International Inc. is a newspaper publisher with
English-language newspapers in North America and Israel. Its
assets include The Chicago Sun-Times and a large number of
community newspapers in the Chicago area, The Jerusalem Post and
The International Jerusalem Post in Israel, as well as a portfolio
of new media investments and a variety of other assets.

                         *     *     *

As reported in the Troubled Company Reporter on August 06, Moody's
Investors Service changed the rating outlook on Hollinger
International Publishing, Inc., to positive from stable and has
withdrawn other ratings.  Details of this rating action are:

Ratings withdrawn:

   * $45 million Senior Secured Revolving Credit Facility, due
     2008 -- Ba2

   * $210 million Term Loan "B", due 2009 -- Ba2

   * $300 million of 9% Senior Unsecured Notes, due 2010 -- B2

Ratings confirmed:

   * Senior Implied rating -- Ba3

   * Issuer rating -- B2

The outlook is changed to positive.

The ratings withdrawal follows the announcement by Hollinger
International, Inc., that it has fully repaid and retired its
senior secured credit facilities and that it has completed a
tender offer for substantially all of its senior unsecured notes.


HORIZON ASSET: Fitch Assigns Low-B Ratings to Classes B-4 & B-5
---------------------------------------------------------------
Fitch rates First Horizon Asset Securities Inc. mortgage pass-
through certificates, series 2004-6:

     -- $281.6 million class I-A-1 through I-A-7, I-A-PO, I-A-R,
        II-A-1, and II-A-PO certificates 'AAA';

     -- $3,667,000 class B-1 'AA';

     -- $1,410,000 class B-2 'A';

     -- $846,000 class B-3 'BBB';

     -- $423,000 class B-4 'BB';

     -- $423,000 class B-5 'B'.

The class B-6 certificates are not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 2.55%
subordination provided by:

     * the 1.30% class B-1;
     * the 0.50% class B-2, the 0.30% class B-3;
     * the 0.15% privately offered class B-4;
     * the 0.15% privately offered class B-5; and
     * the 0.15% privately offered class B-6 certificates.

The ratings on the class B-1, B-2, B-3, B-4, and B-5 certificates
are based on their respective subordination.

Fitch believes the credit enhancement will be adequate to support
mortgagor defaults as well as bankruptcy, fraud and special hazard
losses in limited amounts.  In addition, the ratings reflect the
quality of the mortgage collateral, strength of the legal and
financial structures, and the servicing capabilities of First
Horizon Home Loan Corporation, currently rated 'RPS2' by Fitch
Ratings.

As of the cut-off date, September 1, 2004, the trust will consist
of two pool groups.  The certificates whose class designation
begins with 'I' and 'II' correspond to pools I and II,
respectively.

The group I mortgage loans have an aggregate principal balance of
$240,020,687 of conventional, fully amortizing, 30-year fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties.  The average principal balance of the
loans in this pool is approximately $502,135.

The mortgage pool has a weighted average original loan-to-value
ratio -- OLTV -- of 72.13%.  The weighted average FICO score is
approximately 741.  Rate-Term and Cash-out refinance loans account
for 17.07% and 5.48% of the pool, respectively.

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

     * California (25.01%);
     * Virginia (13.21%);
     * Maryland (6.86%);
     * Tennessee (6.04%); and
     * Washington (5.64%).

All other states represent less than 5% of the pool balance as of
the cut-off date.

The group II mortgage loans have an aggregate principal balance of
$42,032,270, of conventional, fully amortizing, 15-year fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties.  The average principal balance of the
loans in this pool is approximately $500,384.  The mortgage pool
has a weighted average OLTV of 62.73%.

The weighted average FICO score is approximately 741.  Rate-Term
and Cash-out refinance loans account for 43.94% and 16.63% of the
pool, respectively.

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

     * California (16.99%);
     * Tennessee (12.05%);
     * Washington (10.21%);
     * Massachusetts (6.66%); and
     * Texas (5.13%).

All other states represent less than 5% of the pool balance as of
the cut-off date.

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

All of the mortgage loans were originated or acquired in
accordance with First Horizon Home Loan Corporation's underwriting
guidelines.  The trust, First Horizon Mortgage Pass-Through Trust
2004-6, was created for the sole purpose of issuing the
certificates.  For federal income tax purposes, an election will
be held to treat the trust as two real estate mortgage investment
conduits -- REMICs.  The Bank of New York will act as trustee.


HUMAN GENOME: S&P Junks $250M Convertible Subordinated Debt Issue
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'CCC' subordinated
debt rating to the proposed $250 million, 2.25% convertible
subordinated debt issue of Human Genome Sciences, Inc., a
development-stage biopharmaceutical company. The amount of the
notes can be increased by $50 million and the debt will mature in
2011.

At the same time, Standard & Poor's affirmed its 'B-' corporate
credit rating on Human Genome.  All of the net proceeds from the
offering will be used to repurchase a portion of the company's
outstanding convertible subordinated debt, $500 million of which
is due in early 2007.

"The low, speculative-grade ratings on Rockville, Maryland-based
Human Genome reflect the risks associated with new drug
development and the large amounts of cash required to fund the
company's R&D program and manufacturing projects," said Standard &
Poor's credit analyst Arthur Wong.  "These negative factors are
only minimally offset by the potential commercialization of the
products in Human Genome's early-stage pipeline and the financial
cushion provided by the company's on-hand cash."

Human Genome is focused on the development of gene-based protein
and antibody drugs in the areas of cancer, immunology, and
infectious disease.  It faces significant business challenges
inherent to drug development including development and regulatory
risk.  Its limited size and lack of a track record in successful
new drug development add additional risk to its business profile.

Indeed, the company is investing heavily in R&D and the building
of production capacity to manufacture its own therapies.  In the
12 months ended June 30, 2004, R&D expense was significant, at
roughly $205 million, and capital expenditures were high, at
$84 million.  In addition, R&D expenditures are expected to rise
as more of the company's drug candidates enter the latter, more
expensive stages of clinical development.

Although Human Genome' ongoing restructuring is projected to
reduce general and administrative expenditures, these expenses are
much smaller than R&D.  Nevertheless, despite its considerable
cash needs, the company maintains adequate financial flexibility
with its current cash balance to fund these expenditures in the
near term.


HUNTSMAN LLC: Moody's Puts B2 Rating on Planned $350M Facility
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Huntsman LLC's
proposed $350 million senior secured asset-based revolving credit
facility due 2009 and a B2 rating to its $715 million senior
secured term loan B due 2010.

Proceeds from the new credit facilities will be used to refinance
the company's existing credit facilities.  As part of this rating
action, Moody's revised the company's ratings outlook to stable
from negative.

The outlook revision reflects Moody's belief that an improving
global economy will translate into a tighter supply/demand balance
for many of Huntsman products, thereby raising cash flow from
operations and other key credit metrics, particularly in 2005.
The outlook revision also considers that this new transaction will
improve Huntsman's financial flexibility. Nevertheless, the
ratings consider that company's operating performance for the 1st
half of 2004 was weaker than anticipated.  Moody's is also
concerned that continuing increases in feedstock costs will limit
the company's ability to generate free cash flow over the near-
term.

Ratings Assigned:

   -- Huntsman LLC

      * $350 million guaranteed senior secured revolving credit
        facility due 2009 - B1

      * $715 million guaranteed senior secured term loan B due
        2010 -- B2

Ratings Affirmed:

   * $451 million guaranteed senior secured notes due 2010
      -- B2

   * $300 million guaranteed senior unsecured notes due 2012
      -- B3

   * $275 million guaranteed senior secured revolving credit
      facility due 2006 -- B1

   * $606 million guaranteed senior secured term loan A due
      2007 -- B2

   * $96 million guaranteed secured term loan B due 2007 -- B2

   * Senior Implied -- B2

   * Issuer Rating -- Caa1

The ratings continue to reflect Huntsman's:

     (i) trough-like credit metrics with debt to EBITDA of 8.9
         times for the LTM ended June 30, 2004,

    (ii) thin LTM operating margins of 2.6%,

   (iii) weak EBITDA coverage of interest expense (1.3 times on
         an LTM basis), and

    (iv) negative equity.

Operating margins are improving from the low levels experienced in
2003, but remain subject to unusual volatility in feedstock
prices.  Despite the feedstock volatility, the ratings anticipate
an improvement in EBITDA margins in 2004 relative to 2003, and a
material improvement in 2005.

The ratings are supported by the company's:

     (i) established market positions,

    (ii) aggressive cost reduction activities,

   (iii) improving outlook for major products such as ethylene,

    (iv) polypropylene and ethylene glycol, and

     (v) limited debt maturities until 2006.

Moody's excludes the financial performance of Huntsman
International LLC when calculating the financial metrics for HLLC.

The notching of Huntsman's revolving credit facility (rated B1)
one level above the senior implied recognizes the benefit of first
priority liens and collateral support under the borrowing base.
Availability is subject to a formula based on the sum of 85% of
net eligible receivables and 65% of net eligible inventories.  The
revolver is secured by first priority security interests in all
domestic accounts receivable, inventory, and intangibles as well
as a pledge in all shares of stock of domestic subsidiaries
(excluding Huntsman's interest in Huntsman International Holdings
LLC) and a percentage of its ownership interest in certain foreign
subsidiaries.  Additionally, the revolving credit facility will
benefit from a second priority lien in the same assets that secure
the first priority liens of the term loan B. The revolver will
also include a $50 million sub-limit for letters of credit.  The
notching of the company's $715 million term loan B (rated B2) at
the level of the senior implied reflects the benefit of first
priority security interests in the company's domestic real
property and equipment and by Huntsman's ownership interest in
Huntsman International Holdings LLC.  The term loan B will also
benefit from second priority liens in the same assets securing the
revolving credit facility. Although both the revolving credit
facility both benefit from first priority liens on different
classes of assets, Moody's believes that collateral support under
the revolver is more significant, justifying the notching above
the senior implied.

The lenders position is further supported by:

    (i) excess cash flow sweep; and

   (ii) by limitations on indebtedness, asset sales, and
        sale/leaseback transactions.

All material restricted domestic subsidiaries will guarantee the
credit facility, including Huntsman Specialty Chemicals
Corporation, and Huntsman Specialty Chemicals Holding Corporation.
Moody's notes that Huntsman's senior secured notes benefit from
liens on the same assets that secure the senior credit facility,
and will be pari passu with term loan B.

The stable outlook reflects Moody's expectation that Huntsman's
will generate modestly negative free cash flow in 2004 and
positive free cash flow in 2005.  To the extent it appears
unlikely that Huntsman's will not generate positive free cash flow
in 2005, due to a weaker than anticipated economic recovery or an
inability to pass through higher feedstock prices, Moody's will
likely review the outlook or ratings.  The ratings could be
lowered if the company fails to keep financial metrics well above
levels required under the amended credit facilities.  In September
2004, the Huntsman companies announced a proposed initial public
offering of common stock.  A registration statement is expected to
be filed in 4Q2004.  This announcement was not a factor in the
outlook revision, although completion of such an offering might,
depending on the size and use of proceeds, apply positive pressure
to the ratings.

The ratings consider that Huntsman's operating performance should
continue to improve, providing the North American and global
economies continue to improve in 2005.  Moody's is encouraged by
improving sales volumes in Polymers and Base Chemicals, which
increased 7% and 10%, respectively, for 1H2004 over 1H2003.
Additionally, Base Chemicals EBITDA has increased sharply to $23
million in 2Q2004 from negative $4 million in 2Q2003. Industry
fundamentals should support higher industry utilization rates,
with no new significant olefins capacity expansion anticipated for
the medium-term.  Moody's also notes that Huntsman's cash from
operations increased to positive
$2 million in 1H2004 from negative $63 million in 2H2003,
reflecting higher gross profit and more favorable working capital
movements.  However, Moody's is somewhat concerned that
improvements in Huntsman's operating margins and cash flow have
appeared to lag some of its competitors, potentially due to its
mix of business.  Moreover, the continued escalation in feedstock
prices tempers Moody's forecast for Huntsman's profitability.

The ratings also recognize that the new financing improves
Huntsman's financial flexibility.  Upon completion of the new bond
offering, the company will have no material debt maturities
(excluding certain debt at its unrestricted Australian
subsidiaries, for which the company was not in compliance) until
2007 when $112 million of debt matures.  As of June 30, 2004, the
company would have had cash of $31 million and approximately $79
million outstanding and about $16 million of LOC under its
proposed $350 million revolving credit facility.

Huntsman LLC, headquartered in Salt Lake City, Utah, is a global
producer of commodity petrochemicals and polymers, as well as a
number of performance chemicals including surfactants, amines and
carbonates.  Revenues were approximately $3.5 billion for the LTM
ended June 30, 2004.


IMC GLOBAL: Fitch Assigns Low-B Ratings to Sr. Unsecured Debts
--------------------------------------------------------------
Fitch Ratings assigned prospective credit ratings to debt at IMC
Global, Inc., and The Mosaic Company.  IMC Global's ratings are
currently on Rating Watch Positive pending the completion of the
merger with Cargill Crop Nutrition.

On a prospective basis, IMC's public debt would be upgraded:

     -- Senior unsecured debt (without subsidiary guarantees) to
        'BB-' from 'B';

     -- Senior unsecured debt (with subsidiary guarantees) to
        'BB' from 'B+';

     -- Senior secured bonds (related to Phosphate Resource
        Partners LP) to 'BB-' from 'B';

     -- Mandatory convertible preferred securities to 'B' from
        'CCC+'.

If the merger transactions between IMC Global and Cargill Crop
occur as expected, Fitch would likely affirm IMC's ratings at the
prospective level with a Stable Rating Outlook.  Fitch will assign
a 'BB+' rating to Mosaic's senior secured credit facility once the
new facility is effective.

IMC's and Mosaic's prospective ratings incorporate the immediate
benefits of the proposed merger between IMC and Cargill Crop. The
ratings consider:

     (i) Mosaic's strong global market position in phosphates
         and potash;

    (ii) its sizeable sales and earnings level; and

   (iii) its high debt level.

The ratings recognize the potential improvement in phosphate
profitability if Mosaic realizes significant synergies due to
overlap in phosphate businesses.  The ratings recognize the impact
of improving market trends, particularly in the potash industry.

Furthermore, the ratings incorporate the proposed amendments to
IMC's existing bond indentures and resulting guarantees from
Mosaic and certain Cargill Crop assets.  If merger transactions
are not executed as expected or the proposed amendments and
guarantees are not accepted by the majority of IMC and Phosphate
Resource bondholders, the prospective ratings are subject to
revision.

Mosaic will be one of the world's largest phosphate and potash
producers with proforma sales of $4.7 billion and $578 million
EBITDA in 2004.  Mosaic will have an estimated 14% of global
concentrated phosphates production and 15% of global potash
production.  Fitch sees IMC's potash business, Cargill Crop low
cost phosphate rock mines, and Cargill Crop's Brazilian fertilizer
business as positive aspects of Mosaic's business portfolio.

The combination of IMC's business portfolio with that of Cargill
Crop creates a company that is better able to support IMC's
$2.1 billion debt through higher earnings and operating cash flow.
In addition, Mosaic and certain assets from Cargill Crop will
guarantee IMC's and Phospate Resource's existing public debt if
the majority of IMC and Phosphate resource bondholders consents to
indenture amendments.

Fitch expects Mosaic to earn more than $600 million in EBITDA for
its fiscal year 2005.  Debt is expected to increase due to
purchase accounting.  Moreover, Fitch does not expect significant
debt reduction until 2007 since operating cash flow would be
diverted to integration and synergy efforts in the near-term.

Fitch expects Mosaic's credit metrics to be near 4.0 times (x) for
total debt-to-EBITDA and 3.0x EBITDA-to-interest incurred in the
next twelve to eighteen months.

Mosaic will be formed from the combination of IMC Global's
phosphate and potash businesses with Cargill Crop's phosphate and
distribution businesses.  The merger will be a stock for stock
transaction for IMC shareholders with IMC shareholders owning
33.5% of Mosaic and Cargill, Inc. owning 66.5%.

IMC will then become a wholly owned subsidiary of Mosaic. Pursuant
to the merger with Cargill Crop, IMC will also merge its phosphate
subsidiary with Phosphate Resources.

The Mosaic Company, headquartered in Minneapolis, Minnesota, will
be one of the largest global suppliers of phosphate and potash
fertilizers and one of the lowest cost producers in the world.  On
a proforma basis, Mosaic would have had approximately $4.7 billion
in revenue, approximately $578 million in EBITDA, and $2.1 billion
in debt for the year ended May 31, 2004.


INTERMET CORP: Files for Chapter 11 Protection in E.D. Michigan
---------------------------------------------------------------
INTERMET Corporation (Nasdaq: INMT) has filed for voluntary
Chapter 11 reorganization with the U.S. Bankruptcy Court in the
Eastern District of Michigan. The company expects manufacturing
operations to continue without interruption during the
reorganization proceedings. INTERMET's European operations are not
included in the Chapter 11 filing.

The Chapter 11 filing is in response to the unprecedented rise in
raw-material costs, especially for scrap steel, in North America
and Europe. INTERMET's cost of scrap steel has increased from an
average of approximately $160 per ton at the beginning of 2003 to
approximately $395 per ton at the end of August 2004. The company
announced on September 17, 2004, that raw-material price increases
have been the major contributor to a projected loss for the third
quarter of 2004.

To finance its operations to continue the uninterrupted supply of
products to its customers, INTERMET has applied to the Bankruptcy
Court for interim use of cash collateral with the consent of the
agent for the lenders that have a security interest in the cash.
The company believes that this source of funds, if permitted for
use by the Bankruptcy Court, should be sufficient to operate
the business at least through mid-October.

To strengthen its liquidity, INTERMET has been negotiating secured
debtor-in-possession (DIP) financing packages of up to $50 million
in principal amount with various of its pre-petition lenders. One
firm commitment and another detailed proposal have been received
and are under review by the company, with resolution expected in a
matter of days. In either case, the DIP financing would be subject
to various conditions, including satisfactory results of a due
diligence investigation and approval by the Bankruptcy Court.
Approval by the pre-petition lenders also might be required.

Gary F. Ruff, Chairman and CEO of INTERMET, said, "After a
thorough review of our options, we decided to file under Chapter
11 because it provides a measure of stability and the best
protection to all our constituents by allowing us to pursue a
comprehensive restructuring. The company thus far has made every
effort to mitigate the rise in the cost of raw materials,
especially scrap steel. However, we operate within an
extraordinarily competitive industry already challenged by
relentless price and margin compression. When you add in
unprecedented raw-material cost increases, it creates a situation
that must be addressed."

INTERMET and its financial advisor Conway MacKenzie & Dunleavy are
developing a restructuring plan, which will be subject to
confirmation by the Bankruptcy Court. This plan will be the
culmination of a complete review of the company's current
financial condition along with an extensive evaluation of
manufacturing operations in North America. INTERMET's
restructuring plan will encompass raw-material cost-recovery
practices that will be developed in cooperation with its customers
and that more accurately reflect current market conditions;
improvements in the company's manufacturing operations; and a
revised capital structure.

Headquartered in Troy, Michigan, INTERMET Corporation --
http://www.intermet.com/-- is a manufacturer of powertrain,
chassis/suspension and structural components for the automotive
industry. The company has approximately 6,000 employees worldwide.


INTERMET CORPORATION: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Lead Debtor: INTERMET Corporation
             5445 Corporate Drive
             Troy, Michigan 48098

Bankruptcy Case No.: 04-67597

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Intermet U.S. Holding, Inc.                04-67598
      Alexander City Casting Co., Inc.           04-67599
      Ganton Technologies, Inc.                  04-67600
      Intermet Holding Company                   04-67601
      SUDM, Inc.                                 04-67602
      Ironton Iron, Inc.                         04-67603
      Intermet Illinois, Inc.                    04-67604
      Cast-Matic Corporation                     04-67605
      Lynchburg Foundry Comany                   04-67606
      Intermet International, Inc.               04-67607
      Northern Castings Corporation              04-67608
      Columbus Foundry, L.P.                     04-67609
      Tool Products, Inc.                        04-67610
      Wagner Havana, Inc.                        04-67611
      Diversified Diemakers, Inc.                04-67612
      Sudbury, Inc.                              04-67613
      Wagner Castings Company                    04-67614

Type of Business: The Company designs and manufactures machine
                  precision iron and aluminum castings for the
                  automotive and industrial markets.
                  See http://www.intermet.com/

Chapter 11 Petition Date: September 29, 2004

Court: Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: Salvatore Barbatano, Esq.
                  Foley & Lardner LLP
                  150 West Jefferson Avenue, Suite 1000
                  Detroit, Michigan 48226
                  Tel: 313-963-6200
                  Fax: 313-963-9308

Financial Condition as of June 30, 2004:

Total Assets: $735,821,000

Total Debts:  $592,816,000

Lists of the Debtors' largest unsecured creditors were not
available at press time.


INTERMET CORP: S&P's Rating Tumbles to D After Bankruptcy Filing
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Intermet
Corporation to 'D' and removed them from CreditWatch, where they
were placed on September 20, 2004.  The rating action followed the
company's announcement that it has filed for voluntary Chapter 11
reorganization in the U.S. Bankruptcy Court in the Eastern
District of Michigan.

At June 30, 2004, the Troy, Michigan-based automotive casting
manufacturer had approximately $372 million of total debt
outstanding.

"Intermet's financial performance was significantly affected by
very high raw materials costs, which the company was largely
unable to pass on to customers, and by operating problems at
several of its manufacturing plants," said Standard & Poor's
credit analyst Heather Henyon.


INTERSTATE BAKERIES: Paying $1.2MM Prepetition Sales & Use Taxes
----------------------------------------------------------------
In connection with the normal operation of their businesses, the
Debtors incur various tax liabilities, including state and local
sales, use, and franchise taxes.  Prior to the Petition Date,
Interstate Bakeries Corporation and its debtor-affiliates
generally paid their tax obligations as they became due.

The Debtors sought and obtained the Court's authority to pay, in
their sole discretion, prepetition sales and use taxes which
their directors, officers or employees may be personally liable.
The Court also authorized all applicable banks, when requested by
the Debtors, to receive, process, honor, and pay all checks or
electronic transfers drawn on the Debtors' accounts to pay the
Taxes, whether the checks were presented prior to or after the
Petition Date, provided that sufficient funds are available in
the applicable accounts to make the payments.

The Debtors estimate that the total Sales & Use Taxes to be paid
is approximately $1,265,000.

J. Gregory Milmoe, Esq., at Skadden Arps Slate Meagher & Flom,
LLP, in New York, relates that Sales and Use Taxes accrue daily
in the ordinary course of the Debtors' business, and are
calculated based on statutorily mandated percentages of the
Debtors' sales.  In some cases, the Sales and Use Taxes are paid
in arrears, once collected by the Debtors.  Many jurisdictions,
however, require the Debtors to remit estimated Sales & Use Taxes
on a periodic basis during the month or quarter in which sales
are made.  The Debtors then generally timely file a sales and use
tax return with the relevant taxing authority reporting the
actual sales and use tax due, paying any further amounts owed for
the month or quarter.

The Debtors submit that most, if not all, of the Sales & Use
Taxes likely constitute so-called "trust fund" taxes that are
required to be collected from third parties and held in trust for
payment to the taxing authorities.  To the extent that the Sales
& Use Taxes are "trust fund" taxes collected by the Debtors for
remittance to Taxing Authorities, they are not property of the
Debtors' estates under Section 541(d) of the Bankruptcy Code.
The Debtors, therefore, have no equitable interest at all in the
Sales & Use Taxes and are obligated to remit those taxes to the
appropriate Taxing Authority.

Mr. Milmoe notes that most, if not all, of the Sales & Use Taxes
would likely be entitled to priority status under Section
507(a)(8) of the Bankruptcy Code, and payment in full -- either
immediately or over time -- will be required under any
reorganization plan.  "Further, even if certain of the Sales
Taxes are not entitled to priority status under section 507 of
the Bankruptcy Code, the Debtors believe that such amounts should
be paid as a use of estate property outside the ordinary course
of business on the grounds that the payments are necessary for a
successful reorganization."

In addition, many states in which the Debtors operate have laws
providing that, because the Sales & Use Taxes constitute "trust
fund" taxes, officers or directors or other responsible employees
could, under certain circumstances, be held personally liable for
the payment of these taxes.  To the extent any accrued Sales &
Use Taxes of the Debtors were unpaid as of the Petition Date in
those jurisdictions, the Debtors' officers and directors could be
subject to lawsuits during the pendency of the Chapter 11 cases.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately 32,000
in 54 bakeries, more than 1,000 distribution centers and 1,200
thrift stores throughout the U.S.  The Company and seven of its
debtor-affiliates filed for chapter 11 protection on September 22,
2004 (Bankr. W.D. Mo. Case No. 04-45814).  J. Eric Ivester, Esq.,
and Samuel S. Ory, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP represent the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they listed
$1,626,425,000 in total assets and $1,321,713,000 (excluding the
$100,000,000 issue of 6.0% senior subordinated convertible notes
due August 15, 2014 on August 12, 2004) in total debts.
(Interstate Bakeries Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


INTRAWEST: Completes Consent Solicitation on 10.5% Senior Notes
---------------------------------------------------------------
Intrawest Corporation (NYSE: IDR; ITW:TSX) successfully completed
its Consent Solicitation relating to the $394,160,000 principal
amount of its 10.5% Senior Notes due February 1, 2010.  The
Consent Solicitation was conducted in conjunction with Intrawest's
offer to purchase all of the outstanding 2010 Notes and expired at
5:00 p.m., New York time, on Tuesday September 28, 2004.  A total
of $354,771,000, or approximately 90%, of the aggregate
outstanding principal amount of 2010 Notes was tendered in the
Offer to Purchase and Consent Solicitation prior to the Consent
Date.

Accordingly, Intrawest executed a first supplemental indenture to
the indenture governing the 2010 Notes, the effect of which is to
eliminate substantially all of the restrictive covenants contained
in the indenture.  The total consideration to be paid for each
validly tendered 2010 Note and properly delivered consent will be
based upon a fixed spread of 50 points over the yield to maturity
on the Price Determination Date of the 7.5% U.S. Treasury Note due
February 15, 2005, and includes a consent payment of $10.00 per
$1,000 principal amount of 2010 Notes to the holders who tendered
their 2010 Notes and delivered their consents prior to 5:00 p.m.
on September 28, 2004.  Holders of validly tendered 2010 Notes
will also be entitled to receive accrued and unpaid interest up
to, but not including, the payment date.

The Offer, as described in Intrawest's Offer to Purchase and
Consent Solicitation dated September 15, 2004 and related Letter
of Transmittal, expires at midnight, New York time, on Oct. 13,
unless it is extended or terminated earlier.  Payment for 2010
Notes tendered on or prior to the Expiration Date will be made on
the second business day immediately following the Expiration Date.
The yield to maturity of each reference U.S. Treasury Note used in
the fixed spread formula will be set at 2:00 p.m., New York time,
on the second business day prior to the Expiration Date.

Intrawest Corporation (IDR:NYSE; ITW:TSX) develops and operates
village-centered resorts.  The company owns or controls 10
mountain resorts, including Whistler Blackcomb, North America's
most popular mountain resort.  Intrawest also owns Sandestin Golf
and Beach Resort in Florida and has a premier vacation ownership
business, Club Intrawest.  The Company is developing additional
resort villages at six resorts in North America and Europe.  The
Company has a 45 per cent interest in Alpine Helicopters Ltd.,
owner of Canadian Mountain Holidays, the largest heli-skiing
operation in the world.  Intrawest is headquartered in Vancouver,
British Columbia and is located on the World Wide Web at
http://www.intrawest.com/

As reported in the Troubled Company Reporter on Sept. 24, Moody's
Investors Service assigned a B1 rating to Intrawest Corporation's
U.S. dollar-denominated 7.5% senior unsecured note offering, due
2013 and Canadian dollar-denominated 7.5% senior unsecured note
offering, due 2009, for an aggregate amount of approximately
US$325 million.  In addition, these rating actions were taken by
Moody's:

   * Ratings assigned:

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

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

   * Ratings affirmed:

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

The ratings outlook is stable.

As reported in the Troubled Company Reporter on Sept. 23, 2004,
Standard & Poor's Ratings Services assigned its 'B+' senior
unsecured debt rating to Vancouver, B.C.-based developer and
operator of village-centered resorts Intrawest Corp.'s U.S.
dollar-denominated 7.5% senior notes due 2013 and its Canadian
dollar-denominated notes due 2009, for a total aggregate principal
amount of about US$325 million.  At the same time, Standard &
Poor's affirmed its 'BB-' long-term corporate credit rating on
Intrawest.  The outlook is positive.


IPSCO INCORPORATED: Appoints Patricia Kampling as Treasurer
-----------------------------------------------------------
IPSCO, Inc., (NYSE: IPS; Toronto) appointed Patricia Kampling as
Treasurer, effective immediately.

Ms. Kampling brings 20 years of financial and management
experience to IPSCO.  She has an extensive background in treasury,
financial planning and analysis, investor relations, acquisitions,
integration, strategic planning and SEC reporting.  From 2000 to
2002 Ms. Kampling served as Senior Vice President and Chief
Financial Officer of Exelon Enterprises, a business unit of Exelon
Corporation, one of the nation's largest electric utilities and
generation companies.  Prior to Exelon's formation through the
merger of Unicom and PECo Energy, she was Treasurer of Unicom
Corporation and ComEd.  During her 21-year career with Exelon, she
received numerous promotions in the finance, treasury and
engineering functions.

Ms. Kampling earned her MBA in Finance from the University of
Chicago and her B.S. in Engineering and B.A. in Economics from
Swarthmore College in Pennsylvania.

IPSCO's Senior Vice President and Chief Financial Officer, Vicki
Avril, is pleased to welcome Ms. Kampling to IPSCO.  "Ms.
Kampling's 20 years of broad financial experience in finance and
treasury, combined with a mechanical engineering background, makes
her a strong addition to the IPSCO financial and management team,"
stated Avril.

Ms. Kampling will be based at IPSCO's operational headquarters in
Lisle, Illinois and will report directly to Ms. Avril.

IPSCO is an edge electric furnace flat rolled steel producer with
steelworks in Regina, Saskatchewan; Montpelier, Iowa; and Mobile
County, Alabama, having a combined annual design capacity of
3,500,000 tons.  IPSCO operates modern coil processing facilities
in Regina, Saskatchewan; Surrey, British Columbia; St. Paul,
Minnesota; Toronto, Ontario; and Houston Texas.  In addition, as a
leader in the development of high strength steel and pipe, IPSCO
operates pipe mills at six locations in Canada and the United
States producing a wide range of tubular products including oil
and gas well casing and tubing, line pipe, standard pipe and
hollow structural sections.  IPSCO trades as IPS on both the
Toronto and New York Stock Exchanges. For further information on
IPSCO, please visit the company's web site at
http://www.ipsco.com/

                         *     *     *

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

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


JILLIAN'S ENT: Files Joint Liquidating Plan in W.D. Kentucky
------------------------------------------------------------
Jillian's Entertainment Holdings, Inc., and its debtor-affiliates
filed their Joint Liquidating Plan of Reorganization with the U.S.
Bankruptcy Court for the Western District of Kentucky, Louisville
Division.  A full-text copy of the Plan is available for a fee at:

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

The Plan provides that each and every claim against any Debtor
will be deemed asserted against the consolidated estates of the
Debtors.

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

         Class                      Treatment
         -----                      ---------
1 - Prepetition Lender      Impaired.  On the Effective Date or
    Secured Claims          as soon as practical, will receive
                            in full satisfaction, settlement,
                            release and discharge of and in
                            exchange for the Allowed Prepetition
                            Lender Secured Claims:
                            i) the prepetition lender
                               disbursement; or

                           ii) such other treatment as to which
                               the Debtors and the
                               Administrative Agent have agreed
                               upon in writing.

2 - Other Secured Claims    Impaired. On the later of the
                            Effective Date or the date a claim
                            becomes an Allowed Class 2 claim,
                            each holder will receive one
                            of the following distribution in
                            full satisfaction, settlement,
                            release and discharge:
                            i) cash equal to the fair market
                               value of the property upon which
                               a lien has been asserted securing
                               such claim subject to and reduced
                               by such holder's sale expense pro
                               rata share of the sale costs;

                           ii) the property securing such
                               Allowed Class 2 claim; or

                          iii) such other treatment as which the
                               Debtors and the holder have
                               agreed upon in writing.

3 - Other Priority Clamis   Unimpaired. On the later of the
                            Effective Date or the date a Class 3
                            claim becomes an Allowed Other
                            Priority Claim, each holder will
                            receive in full satisfaction,
                            settlement, release and discharge of
                            and in exchange for such Class 2
                            Claim:
                            i) cash equal to the unpaid portion
                            of such Allowed Priority Claim; or

                            ii) such other treatment as to which
                                the Debtors and such holder have
                                agreed upon in writing.

4 - Unsecured Claims        Impaired. Holders will receive a pro
                            rata share of the Unsecured Claim
                            Pool and the Residual Proceeds, if
                            any, at such tiem when all Unsecured
                            Claims have been Allowed or
                            otherwise resolved. The Plan
                            Administrator, however, in its sole
                            discretion, may distribute a
                            percentage of the respective pro
                            rata shares of the Unsecured Claim
                            Pool to Holders of Allowed Unsecured
                            Claims prior to such time when all
                            Unsecured Claims becomes Allowed or
                            otherwise resolved.

5 - Subordinated Note       Impaired. On the Effective Date, the
    Claims                  Subordinated Note Claims will be
                            canceled and the holders will not
                            receive or retain any distribution
                            or property on account of such
                            subordinated note claims under the
                            Plan.

6 - Intercompany Claims     Impaired. On the Effective Date, all
                            claims in this Class will be
                            cancelled and holders will not
                            receive any distribution on account
                            of such claim under the Plan.


7 - Equity Interests        Impaired. On the Effective Date, all
                            equity interests will be cancelled
                            and the holders of equity interests
                            will not receive or retain any
                            distribution or property.

The Bankruptcy Court approved the sale of substantially all of the
Debtors' assets to Dave & Buster's Inc. (NYSE: DAB) and Gemini
Investors III, L.P., for approximately $65 million on Sept. 24,
2004, under Section 363 of the U. S. Bankruptcy Code.  The parties
intend to close the sale by the end of October and no later than
November 20.  The sale proceeds will be used to fund the Debtors'
Liquidating Plan.

Headquartered in Louisville, Kentucky, Jillian's Entertainment
Holdings, Inc. -- http://www.jillians.com/-- operates more than
40 restaurant and entertainment complexes in about 20 states. The
Company filed for chapter 11 protection on May 23, 2004 (Bankr.
W.D. Ky. Case No. 04-33192). Edward M. King, Esq., at Frost Brown
Todd LLC and James H.M. Sprayregen, Esq., at Kirkland & Ellis LLP,
represent the Debtors in their restructuring efforts. When the
Debtors filed for protection from their creditors, they listed
estimated assets of more than $100 million and estimated debts of
over $50 million.


K KONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: K Konstruction Inc.
             29693 North Highway 12
             Wauconda, Illinois 60084

Bankruptcy Case No.: 04-36147

Type of Business: The Debtor is a concrete contractor.

Chapter 11 Petition Date: September 29, 2004

Court: Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtor's Counsel: Ariel Weissberg, Esq.
                  Weissberg & Associates Ltd.
                  401 South Lasalle Street, Suite 403
                  Chicago, IL 60605
                  Tel: 312-663-0004

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Caterpillar Financial         76 D8K Crawel             $541,852
Services Corp.                Tractor/Cab
P.O. Box 340001               77V05923
Attn: Kyle Fitzgerald
Nashville, TN 37203

Illinois Dept. of Revenue     Taxes                     $164,739
P.O. Box 19447
Springfield, IL 62794

Palatine Oil                                            $140,971
P.O. Box 985
Palatine, IL 60078

Pattern Industries                                      $106,779

Citicapital Commercial Corp.                             $80,799

Antioch Tire                                             $59,232

B.B.S. LLC                    Agreed Judgment            $40,000
                              Order

Federal Motor Carriers                                   $37,760

Harts Tractor                                            $21,100

Thilman & Filippini LLC                                  $19,121

Internal Revenue Service                                 $17,775

Phesant Run                                              $16,088

R A Adams                                                $15,380

Cassidy Tre                                              $15,000

Putzmeister                                              $12,806

United Concrete (McHenry)                                $10,484

Waukegan Colors                                          $10,340

R G Smith                                                 $9,118

Great Lakes Equipment                                     $8,350

CCS West                                                  $8,324


KAISER ALUMINUM: Court Okays QAL Sale Bidding Procedures
--------------------------------------------------------
Comalco Limited has agreed to allow the Debtors to subject the QAL
interests to an auction.

To maximize the realizable value for the QAL Interests, the
Debtors sought and obtained the Court's permission to adopt a
competitive bidding process.

The Debtors will require potential bidders to submit offers by
October 25, 2004.  A competing offer must, at a minimum, include:

     * at least $321,000,000 as purchase price;
     * the purchase price adjustments;
     * additional amounts required to be paid; and
     * the assumption of the Assumed Interests and Liabilities.

If a threshold qualified bid is submitted, the Minimum Bid Price
for all bidders other than Comalco and the party submitting the
Threshold Qualified Bid must include a Base Share Price at least
equal to the Threshold Qualified Bid Price, plus $1,000,000.

Competing bidders must submit a $40,000,000 deposit as well as
written evidence of ability to consummate the transaction
satisfactory to the Debtors.

If the Debtors receive one or more Qualified Bids, other than
Comalco's, the Debtors will hold an auction on October 28, 2004,
at the offices of Jones Day in New York.

At the Auction, Qualified Bidders may increase their bids at
$1,000,000 increments.

The Debtors will announce the successful bidder at the Auction.

The Court will hold a hearing to consider approval of the sale to
the Successful Bidder on November 8, 2004.

If the Successful Bidder fails to consummate the sale for any
reason, the Successful Bidder's deposit will be forfeited in favor
of the Debtors.  Then, the Debtors will turn to the next highest
bidder to consummate the sale.

The Court authorizes the Debtors to pay Comalco $11,000,000 as
termination fee, plus any applicable Australian goods and services
taxes, if they consummate the sale with a successful bidder other
than Comalco.

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. (Kaiser Bankruptcy News,
Issue No. 50; Bankruptcy Creditors' Service, Inc., 215/945-7000)


KAISER: Century & Noranda Completes Gramercy Plant Acquisition
--------------------------------------------------------------
Century Aluminum Company (Nasdaq:CENX), together with Noranda
Aluminum, Inc., has completed its acquisition of Kaiser's Gramercy
alumina plant in Gramercy, Louisiana, and Kaiser's related bauxite
assets in Jamaica. Century and Noranda each paid one-half of the
approximately $23 million purchase price.

The prospective transaction was previously announced in July when
a bankruptcy court approved Century and Noranda as the successful
bidders for these Kaiser assets.

The Gramercy refinery has the capacity to produce 1.25 million
metric tons of alumina a year. Century and Noranda each purchase
approximately 500,000 metric tons of this alumina a year for their
respective primary aluminum reduction plants in Hawesville, KY and
New Madrid, MO. The refining process chemically converts bauxite
into alumina, the raw material from which primary aluminum is
produced.

Century owns 615,000 metric tons per year (mtpy) of primary
aluminum capacity. The company owns and operates a 244,000-mtpy
plant at Hawesville, KY, a 170,000-mtpy plant at Ravenswood, WV
and a 90,000- mtpy plant at Grundartangi, Iceland. Century also
owns a 49.67-percent interest in a 222,000-mtpy reduction plant at
Mt. Holly, SC. Alcoa Inc. owns the remainder and is the operating
partner. Century's corporate offices are located in Monterey,
California.

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: Eddie Lampert Discloses 46.69% Equity Stake in Kmart
----------------------------------------------------------------
ESL Investments, Inc., CRK Partners, LLC, CRK Partners II, LP, and
Edward S. Lampert disclose in recent filings with the Securities
and Exchange Commission their acquisition of 19,322 shares of
Kmart Holding Corporation's common stock as of August 24, 2004.

Mr. Lampert may be deemed to be indirect beneficial owners of
42,033,426 shares of Kmart Holding Stock as of August 24, 2004.

As of August 6, 2004, 89,647,641 shares of Kmart Holding Stock
were outstanding.  Thus, Mr. Lampert is deemed to control 46.89%
of the total outstanding Kmart common stock.

Shares in Kmart Holding Corp. closed at $88.06 in trading last
week.  At that price, Mr. Lampert's investment in the retailer
tops $3.7 billion.

CRK LLC is the general partner of CRK II.  ESL is the managing
member of CRK LLC.  Mr. Lampert is a controlling stockholder of
ESL and a director and Chairman of the Board of Kmart Holding
Corporation.

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)


KRAMONT REALTY: Modifies & Extends $125 Million Credit Facility
---------------------------------------------------------------
Kramont Realty Trust (NYSE:KRT) has modified and extended its
$125 million secured revolving credit facility. Selected modified
terms and conditions include:

   -- Reduction in interest rate margin to a minimum of LIBOR plus
      130 basis points to a maximum of LIBOR plus 175 basis points
      depending upon corporate leverage from the prior interest
      rate margin range of LIBOR plus 175 basis points to 225
      basis points, which is projected to generate approximately a
      50 basis point reduction in the effective interest rate
      margin

   -- Right to increase facility amount up to $200 million during
      the next 24 months

   -- Maturity extended for two years to December 20, 2007

   -- Option to extend for one additional year to December 20,
      2008

   -- Addition of $20 million swingline loan feature

   -- Certain other modifications resulting in increased
      availability and flexibility to the Trust

The bank group includes Bank of America, Commerzbank AG, US Bank,
Wilmington Trust, Wachovia Bank, Compass Bank and First Trust
Bank. Banc of America Securities is the sole lead arranger and
Bank of America is the administrative agent.

"This reduction in interest rate margin coupled with the maturity
extension to December 2007 together with the other enhancements to
the credit facility is evidence of our excellent relationship with
our bank group resulting from the continued improvements in our
financial position and operating results," stated Carl Kraus,
Senior Vice President and Chief Financial Officer.

Fitch Ratings and Moody's Investors Service have assigned their
low-B ratings to Kramont's preferred stock issues, as previously
detailed in the Troubled Company Reporter.

Headquartered in Plymouth Meeting, Pennsylvania, Kramont is an
$800 million (undepreciated book capitalization) owner, manager,
developer and redeveloper of neighborhood and community shopping
centers located primarily in the Mid-Atlantic, Northeast and
Southeast regions. The Company is a self-administered, self-
managed equity real estate investment trust specializing in
neighborhood and community shopping center acquisitions, leasing,
development, redevelopment and management. The Company owns,
operates, manages and has under development 91 properties
encompassing nearly 12.2 million square feet in 16 states. Nearly
80 percent of Kramont's centers are grocery, drug or value retail
anchored. For more information, visit http://www.kramont.com/


LEVEL 3: Fitch Junks Senior Unsecured & Convertible Debt Ratings
----------------------------------------------------------------
Fitch Ratings assigned an initial rating of CCC to the senior
unsecured debt of Level 3 Communications, Inc., and Level 3
Financing, Inc.

Additionally, Fitch assigned a CC rating to the convertible
subordinated obligations of Level 3.  The Rating Outlook is
Stable.

Fitch's ratings reflect the company's high leverage, which is
expected to remain above 10 times through 2005, lack of revenue
growth, and expectation for negative free cash flow at least
through 2005.

While the company has reduced debt to approximately $5 billion in
2004, compared with a level above $6 billion in 2002, EBITDA will
decline in 2004, compared with 2003, due to integration costs
associated with its ICG and Allegiance dial-up modem transactions.
This will result in moderately higher leverage in 2004, compared
with that of 2003.

Additionally, negative free cash flow is expected to range between
$200 million-$250 million in 2004 as a result of significantly
higher capital spending coupled with the lower EBITDA level.
Revenue is also expected to decline in 2004 as a result of the
rationalization of excess contract capacity by a key customer,
America Online.  The company expects that the AOL capacity
rationalization will negatively impact revenues by $100 million-
$150 million in 2004.

Fitch expects that revenue growth will improve in 2005, but this
improvement will be muted due to the expiration of a digital
subscriber line -- DSL -- aggregation contract with Verizon that
Fitch estimates at approximately $50 million.  Offsetting this
loss as well as continued dial-up service revenue contraction will
be the incremental revenue addition from Level 3's acquisition of
ICG and new government contracts, as well as introductory voice
over internet protocol -- VoIP -- revenue growth.

Nevertheless, Fitch expects revenues to remain approximately flat
in 2005, compared with that of 2004, but margins should return to
2003 levels and capital spending should moderate to a level
approximating $200 million annually.  As a result, Level 3 should
experience an increase in EBITDA and a reduction in negative free
cash flow.  Fitch believes that a cash flow neutral position will
not be achieved prior to the 2006-2007 time frame.

The company maintains good liquidity and the ability to fund cash
flow shortfalls and debt maturities at least through 2006. Level
3's current cash balance through second-quarter 2004 was $957
million.  A material maturity risk exists in 2008 when
approximately $2.4 billion of long-term debt comes due.

The company could meet this obligation through a refinancing that
could include secured debt and holding company or intermediate
holding company unsecured debt, as well as cash or equity.  It
should be noted that secured debt is limited by existing covenants
to 1.5 times consolidated cash flow. Currently, the company does
not have a bank facility in place.

Not withstanding all the near-term credit issues surrounding Level
3, an important issue that will influence its long-term
competitive and financial position is its success in attracting
VoIP operators to its service portfolio.  The company has shown
initial success with VoIP winning seven of nine requests for
proposals associated with this service, as well as signing 80
value-added reseller -- VAR -- agreements.  Fitch expects that
VoIP-based services will be successful in penetrating the
traditional wireline market with a meaningful impact starting in
2006 and beyond.

Fitch's Stable Rating Outlook reflects the company's strong cash
position and the expectation that it will continue to meet its
obligations through at least 2006.


LIFESTREAM TECH: Reports 169% Growth in July 2004 Shipments
-----------------------------------------------------------
Lifestream Technologies, Inc. (OTCBB:LFTC), the leading supplier
of cholesterol monitors and professional screening instruments,
reported a 169% increase of shipments for the month of July over
the same period in 2003. Preliminary numbers indicate $581,486
shipped during July 2004 as compared to $216,052 for the previous
July.

"It appears that our increased distribution, acceptance by the
viewers of the television shopping network and other marketing
efforts are increasing awareness and impacting demand at the
retail shelf," said Christopher Maus, President and CEO. "These
shipment numbers indicate the Company is on target as we begin the
next phase of our rollout strategy. Our new Health Risk Assessment
product, which began limited rollout in September, will further
aid the health conscious consumer in creating a healthier
lifestyle. Lifestream continues to grow the market with expanded
distribution. We will continue our efforts to increase product
awareness and support our retailers as we now have what can be
truly considered national distribution."

"This increase in shipments is a good indicator of our success in
increasing distribution and creating awareness," stated Nikki
Nessan, VP, Finance. "However, Lifestream's revenue recognition
policy does not necessarily result in revenue recognition at the
time product is shipped. As a result, shipments are not an
indicator of the revenue to be reported on our financial
statements."

                  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.


MAXIM CRANE: Committee Wants Stroock & Lavan as Counsel
-------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Maxim
Crane Works LLC's chapter 11 case asks the U.S. Bankruptcy Court
for the Western District of Pennsylvania for permission to retain
Stroock & Stroock & Lavan LLP as its bankruptcy counsel, nunc pro
tunc to June 24, 2004.

Stroock & Stroock & Lavan will:

    a) assist, advise and represent the Committee with respect
       to the administration of these cases, as well as issues
       arising from or related to the Debtors, the Committee or
       the Debtors' estates;

    b) provide all necessary legal advice with respect to the
       Committee's powers and duties;

    c) assist the Committee in maximizing the value of the
       Debtors' assets for the benefit of all creditors;

    d) pursue confirmation of a plan of reorganization;

    e) investigate, as the Committee deems appropriate, among
       other things, the assets, liabilities, financial
       condition and operations of the Debtors;

    f) commence and prosecute necessary and appropriate actions
       and proceedings on behalf of the Committee that may be
       relevant to these cases;

    g) review, analyze or prepare, on behalf of the Committee,
       all necessary applications, motions, answers, orders,
       reports, schedules and other legal papers;

    h) communicate with the Committee's constituents and others
       as the Committee may consider desirable in furtherance of
       its responsibilities;

    i) appear before this Court to represent the interests of
       the Committee;

    j) confer with professional advisors retained by the
       Committee so as to more properly advise the Committee;
       and

    k) perform all other legal services for the Committee that
       are appropriate and necessary in these cases.

Wendell H. Adair, Jr., Esq., at Stroock & Stroock, discloses the
Firm's professionals' hourly billing rates:

        Designation                   Billing Rate
        -----------                   ------------
        Partners                      $535 - $750
        Associates/Special Counsel    $205 - $600
        Paraprofessionals             $150 - $260

Mr. Adair assures the Court that the Firm does not hold any
interest materially adverse to the Debtors or their estates.

Headquartered in Pittsburgh, Pennsylvania, Maxim Crane Works, LLC
-- http://www.maximcrane.com/-- is a full service crane rental
company.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. W.D. Pa. Case No. 04-27861) on
June 14, 2004.  Douglas Anthony Campbell, Esq., at Campbell &
Levine, LLC, represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated debts and assets of over $100 million.


MEDIACOM COMMS: S&P Lowers Corporate Credit Rating to BB-
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on cable TV
system operator Mediacom Communications Corporation and related
entities.  The corporate credit rating was lowered to 'BB-' from
'BB' and the senior unsecured debt ratings were lowered to 'B'
from 'B+'.

The bank loan rating on the senior secured credit facility of
Mediacom Broadband Group was lowered to 'BB-' from 'BB+', and a
recovery rating of '2' was assigned to the facility, indicating
the expectation for a substantial (80%-100%) recovery of principal
in the event of a payment default.

The bank loan ratings on the senior secured credit facilities of
Mediacom Midwest Group and Mediacom USA Group were lowered to 'BB'
from 'BB+'.  A recovery rating of '1' was assigned to these
facilities, indicating the expectation for a full recovery of
principal in the event of a payment default.  All ratings were
removed from CreditWatch, where they were placed with negative
implications on September 1, 2004, based on business risk concerns
related to customer losses.  The outlook is stable.

"The downgrades are based on concerns about Mediacom's weakened
business profile, reflected by a 4.4% year-over-year loss of basic
video subscribers as of June 30, 2004, compared with 1.4% a year
earlier," noted Standard & Poor's credit analyst Eric Geil.

"The ratings reflect mature revenue growth prospects for video
services, competitive pressure on video customer levels from
intense satellite direct-to-home TV -- DTH -- competition, less
lucrative characteristics of the company's smaller markets,
potential for increased competition from telephone companies, and
high financial risk from largely debt-financed cable system
acquisitions and rebuilding projects," Mr. Geil adds.

"Partly tempering these factors are the company's good business
risk profile from its position as the still-dominant provider of
pay television services in its markets, revenue growth from high-
speed data, potential growth from cable telephony (which the
company will launch in 2005), and healthy liquidity from modest
free cash flow and substantial bank borrowing availability," says
Mr. Geil.

Mediacom serves 1.49 million basic cable subscribers over upgraded
systems passing 2.7 million homes in medium- and smaller-size
markets.  Until 2003, Mediacom was less affected by DTH
competition than larger-market cable TV operators because of
minimal availability of satellite-delivered local channels in the
company's service areas.

These signals are now available to about 89% of Mediacom's homes
passed, up dramatically from 15% at the end of 2002.  DTH
companies have also boosted subscriber acquisition spending to
subsidize multiple set installations and increasingly popular
digital video recorders.  Recently launched joint sales efforts
between local phone companies and DTH operators to offer bundled
video, data, and voice services could undermine Mediacom's edge in
offering bundled video and data services.


MERRILL LYNCH: Fitch Puts Low-B Ratings on Six Cert. Classes
------------------------------------------------------------
Merrill Lynch Mortgage Trust, series 2004-KEY2, commercial
mortgage pass-through certificates are rated by Fitch:

     -- $59,000,000 class A-1 'AAA';
     -- $268,059,000 class A-1A 'AAA';
     -- $193,737,000 class A-2 'AAA';
     -- $92,126,000 class A-3 'AAA';
     -- $345,746,000 class A-4 'AAA';
     -- $1,114,730,373 class XC 'AAA'
     -- $1,081,992,000 class XP 'AAA'
     -- $26,474,000 class B 'AA';
     -- $8,361,000 class C 'AA-';
     -- $22,295,000 class D 'A';
     -- $12,540,000 class E 'A-';
     -- $15,328,000 class F 'BBB+';
     -- $11,147,000 class G BBB';
     -- $15,328,000 class H BBB-';
     -- $6,967,000 class J 'BB+';
     -- $5,573,000 class K 'BB';
     -- $4,181,000 class L 'BB-';
     -- $2,786,000 class M 'B+';
     -- $2,787,000 class N 'B';
     -- $5,574,000 class P 'B-';
     -- $16,721,373 class Q not rated;
     -- $410,000 class DA not rated.

These classes are offered publicly:

   -- A-1, A-2, A-3, A-4, B, C, D, and E.

These classes are privately placed pursuant to Rule 144A of the
Securities Act of 1933:

   -- XC, XP, A-1A, F, G, H, J, K, L, M, N, P, Q, and DA.

The certificates represent beneficial ownership interest in the
trust, primary assets of which are 115 fixed-rate loans having an
aggregate principal balance of approximately $1,114,730,373 as of
the cutoff date.  For a detailed description of Fitch's rating
analysis, see the report 'Merrill Lynch Mortgage Trust 2004-KEY2,'
dated Sept. 9, 2004, available on the Fitch Ratings web site at
http://www.fitchratings.com.


MICROCELL: Campaigns for Acceptance of Rogers Wireless' Offer
-------------------------------------------------------------
Microcell Telecommunications, Inc., (TSX:MT.A; MT.B) reported the
mailing of the Directors' Circular detailing the previously
announced recommendation of the Board of Directors that holders of
its Class A Restricted Voting Shares and Class B Non-Voting
Shares accept the offers from Rogers Wireless, Inc., announced on
September 20, 2004, and tender their shares into the offers.  The
Directors' Circular will be filed in Canada on SEDAR at
http://www.sedar.com/and will also be available on Microcell's
Web site at http://www.microcell.ca/

In making its recommendation to the holders of shares, Microcell
Telecommunications' Board of Directors carefully considered all
aspects of the Rogers offers as well as the factors described in
the Directors' Circular.  The Board of Directors received on
September 19, 2004 opinions from its financial advisors, JP Morgan
Securities Inc. and Rothschild, to the effect that the
consideration being offered to the holders of the shares was fair,
from a financial point of view, to holders as of the date.
Securityholders are encouraged to carefully review the Directors'
Circular and other relevant materials, as they may be amended or
supplemented from time to time.

Microcell Telecommunications will be filing with the U.S.
Securities and Exchange Commission a solicitation/recommendation
statement on Schedule 14D-9.  Securityholders are urged to read
the solicitation and recommendation statement, as it may be
amended from time to time, because it contains important
information.  Investors can obtain a free copy of materials filed
by Microcell with the SEC on the SEC's Web site at
http://www.sec.gov/

As reported in the Troubled Company Reporter on June 02, Microcell
Telecommunications announced the mailing of the Directors'
Circular containing the previously announced recommendation of the
Board of Directors that holders of Microcell's Class A Restricted
Voting Shares, Class B Non-Voting Shares, Warrants 2005 and
Warrants 2008 not tender into the unsolicited offers from TELUS
Corporation commenced on May 17, 2004.

As reported in the Troubled Company Reporter on Sept. 22, Rogers
Wireless Communications, Inc., Rogers Communications, Inc., and
Microcell Telecommunications entered into an agreement under which
Rogers Wireless will make an all cash take-over bid for
Microcell's securities.

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

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

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

                        About the Offers

TELUS retained RBC Capital Markets to act as its financial advisor
in connection with the offers.  RBC Dominion Securities, Inc., and
RBC Capital Markets Corporation are acting in Canada and the
United States, respectively, as dealer managers in connection with
the offers.

                       About the Company

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

As reported in the Troubled Company Reporter on Sept. 23, Moody's
Investor's Service continues to review for possible upgrade the
Caa1 Senior Implied and Ca Issuer ratings of Microcell
Telecommunications, Inc., and the B3 First Priority Senior Secured
and Caa2 Second Priority Senior Secured ratings of Microcell
Solutions, Inc.

The review, which initially commenced in May 2004 following the
C$1.1 billion cash bid for Microcell by TELUS Corporation, will
now consider the announcement that Rogers Wireless Communications,
Inc., Rogers Communications, Inc., and Microcell have entered into
an agreement under which Wireless will make a C$1.4 billion cash
bid for Microcell's securities.  The agreement is subject to
regulatory approvals and Microcell shareholder acceptance.

The review will consider the potential for either of the TELUS or
Wireless bids to be completed, and Microcell's debt to be fully
repaid.

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

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


MICROCELL: Rogers Wireless Mails Offering Docs to Securityholders
-----------------------------------------------------------------
Rogers Wireless, Inc., a wholly owned subsidiary of Rogers
Wireless Communications Inc., mailed offering documents to the
securityholders of Microcell Telecommunications, Inc., in
connection with its cash offers for all of the issued and
outstanding Class A Restricted Voting shares, Class B Non-Voting
shares, Warrants 2005 and Warrants 2008 of Microcell, at a price
of C$35.00 per Class A share, C$35.00 per Class B share, C$15.79
per Warrant 2005 and C$15.01 per Warrant 2008.

The offers will be open for acceptance until 5:00 p.m., Eastern
Standard Time (EST), on November 5, 2004, unless extended or
withdrawn by Rogers Wireless.  If the offers are extended, RWI
will publicly announce the extension prior to 9:00 a.m. EST, on
the next business day following the date the offers were scheduled
to expire.  Rogers Wireless will provide a copy of the notice to
the Toronto Stock Exchange and will advise the depositary to
notify Microcell securityholders in writing.

Rogers Wireless operates Canada's largest integrated wireless
voice and data network, providing advanced voice and wireless data
solutions to customers from coast to coast on its GSM/GPRS
network, the world standard for wireless communications
technology.  The Company has approximately 4.1 million wireless
voice, data and messaging customers, and has offices in Canadian
cities across the country.  Rogers Wireless, Inc., is a wholly
owned subsidiary of Rogers Wireless Communications Inc., which is
currently 55% owned by Rogers Communications Inc. and 34% owned by
AT&T Wireless Services, Inc.

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

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 23, Moody's
Investor's Service continues to review for possible upgrade the
Caa1 Senior Implied and Ca Issuer ratings of Microcell
Telecommunications, Inc., and the B3 First Priority Senior Secured
and Caa2 Second Priority Senior Secured ratings of Microcell
Solutions, Inc.

The review, which initially commenced in May 2004 following the
C$1.1 billion cash bid for Microcell by TELUS Corporation, will
now consider the announcement that Rogers Wireless Communications,
Inc., Rogers Communications, Inc., and Microcell have entered into
an agreement under which Wireless will make a C$1.4 billion cash
bid for Microcell's securities.  The agreement is subject to
regulatory approvals and Microcell shareholder acceptance.

The review will consider the potential for either of the TELUS or
Wireless bids to be completed, and Microcell's debt to be fully
repaid.


MORGAN COMMERCIAL: Fitch Junks Classes G & H Mortgage Certs.
------------------------------------------------------------
Fitch Ratings downgrades J.P. Morgan Commercial Mortgage Finance
Corp.'s mortgage pass-through certificates, series 1998-C6:

     -- $19.9 million class G to 'CCC' from 'B-';
     -- $6 million class H to 'CC' from 'CCC'.

Fitch also removes class G from Rating Watch Negative.

This class is removed from Rating Watch Negative and affirmed:

     -- $39.8 million class F 'BB'.

This class is upgraded by Fitch:

     -- $39.8 million class C to 'AA+' from 'AA-'.

In addition, Fitch affirms these classes:

     -- $74.3 million class A-2 'AAA';
     -- $245.9 million class A-3 'AAA';
     -- Interest-only class X 'AAA';
     -- $47.8 million class B 'AAA''
     -- $47.8 million class D 'BBB';
     -- $15.9 million class E 'BBB-'.

Fitch does not rate the $8.9 million Class NR certificates.

The downgrade of classes G and H is due to expected losses on the
specially serviced loans, which are expected to impact principal
distributions to class H.

Classes F and G are removed from Rating Watch Negative as the
specially serviced loans are closer to resolution.  These classes
continue to incur interest shortfalls.

The upgrade to class C is primarily attributable to an increase in
subordination levels due to loan payoffs and amortization.

As of the September 2004 distribution date, the pool's certificate
balance has been reduced by 31% to $546.1 million from $796.4
million at issuance.  Realized losses to date total $5.0 million,
or 0.63% of the original principal balance.

Midland Loan Services, the master servicer, L.P., collected year-
end 2003 financials for 94% of the pool.  The pool's weighted
average debt service coverage ratio -- DSCR -- was
1.60 times as of YE 2003 versus 1.64x at issuance.

Four loans (9%) are currently 90 days delinquent and in special
servicing.  Losses are likely on three of these loans.  The
largest specially serviced loan (5%) is secured by a retail
property in Honolulu, Hawaii.  Costco, the major tenant, vacated,
and current occupancy is only 31%.  The issuer is planning to
repurchase the loan.

The second largest specially serviced loan (1.60%) is secured by a
hotel in San Mateo, California.  The hotel is 100% vacant, and the
special servicer is considering foreclosure or acceptance of a
discounted payoff as workout options.  The third largest loan
(1.6%) is secured by an industrial property in Dallas, Texas. The
property is being marketed for sale.

Of the four investment-grade credit assessed loans in the pool at
issuance, one loan (10%) paid in full and two (19%) remain
investment-grade.  The Fitch-stressed DSCR for each loan was
calculated using servicer-provided net operating income less
reserves divided by a Fitch-stressed debt service payment.

The Shannon Portfolio (6%), secured by 11 multifamily properties
in North Carolina, has experienced performance deterioration since
issuance due to economic factors and soft market conditions and is
no longer considered investment-grade.  The YE 2003 DSCR has
decreased to 0.74x from 1.47x at issuance.  Average occupancy has
declined to 74% as of June 2004 from 93% at issuance.

The Crystal Gateway Marriott (10%) is a 697-room full-service
hotel in Arlington, Virginia.  The YE 2003 DSCR was 1.86x,
compared with 1.60x at issuance.  Occupancy was 77% as of YE 2003,
down from 80% at issuance.

Four and Five Skyline Drive (8%) are two office buildings in Falls
Church, Virginia, with a total of 509,808 square feet.  The YE
2003 DSCR was 1.94x, up from 1.35x at issuance.  Occupancy was 89%
as of YE 2003, compared with 95% at issuance.


MORTGAGE CAPITAL: Moody's Slashes Class G Rating to Ca from B3
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes,
affirmed the ratings of four classes and downgraded the rating of
one class of Mortgage Capital Funding, Inc.,
Multifamily/Commercial Mortgage Pass-Through Certificates, Series
1996-MC2 are:

   -- Class A-3, $11,654,661, Fixed, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $27,483,332, Fixed, affirmed at Aaa
   -- Class C, $22,902,777, Fixed, upgraded to Aaa from A1
   -- Class D, $18,322,221, Fixed, upgraded to Aaa from Baa1
   -- Class E, $11,451,388, Fixed, upgraded to Aa2 from Baa2
   -- Class F, $25,193,054, Fixed, affirmed at Ba2
   -- Class G, $16,031,943, Fixed, downgraded to Ca from B3

As of the September 20, 2004 distribution date, the transaction's
aggregate balance has decreased by approximately 68.6% to $143.8
million from $458.1 million at closing. The Certificates are
collateralized by 56 mortgage loans secured by commercial and
multifamily properties.  The loans range in size from less than
1.0% of the pool to 6.2% of the pool, with the top 10 loans
representing 42.8% of the pool.  Three loans have been liquidated
from the pool, resulting in aggregate realized losses of
approximately $3.0 million.

Four loans representing 12.4% of the pool are in special
servicing.  The largest loans in special servicing are the Holiday
Inn Woodlawn and Hampton Inn Executive Loans, two cross-
collateralized loans that represent the largest exposure in the
pool.  Moody's estimated aggregate losses of approximately $10.5
million for all of the specially serviced loans.

Moody's was provided with year-end 2003 operating results for
approximately 97.3% of the performing loans in the pool. Excluding
the two REO loans, Moody's loan to value ratio -- LTV -- is 78.2%,
compared to 76.8% at Moody's last full review in April 2003 and
81.4% at securitization.  The upgrade of Classes C, D and E is due
to significant increases in credit support for those classes.  The
downgrade of Class G is due to realized and expected losses from
the specially serviced loans, LTV dispersion and interest
shortfalls ($168,621).  Based on Moody's analysis, 18.3% of the
pool has a LTV greater than 100.0%, compared to 9.2% at last
review.

The top three loan exposures represent 23.0% of the outstanding
pool balance.  The largest exposure consists of the Holiday Inn
Woodlawn Loan ($8.5 million - 5.9%) and the Hampton Inn Executive
Loan ($4.2 million - 2.9%), two cross-collateralized loans secured
by two hotel properties located in Charlotte, North Carolina.  The
two properties contain a total of 586 rooms.  The loans were
transferred to special servicing in April 2002 due to payment
default and became REO in January 2004.  Each property faces
significant competition in a soft hotel market.  Moody's LTV is
significantly in excess of 100.0%, the same as at the last review.

The second largest exposure consists of the Northridge Commons
Loan ($8.5 million - 5.9%) and the Laurel Commons Loan
($3.1 million - 1.9%), two cross collateralized loans secured by
two retail centers located approximately 20 miles west of Detroit,
Michigan.  The centers total 163,500 square feet and are 100.0%
occupied.  Moody's LTV is 72.9%, compared to 76.2% at last review.

The third largest exposure is the Stage Center Loan
($8.9 million - 6.2%), which is secured by a 141,000 square foot
retail center located 13.5 miles northeast of Memphis, Tennessee.
The property, which is 78.0% occupied compared to 96.0% at
securitization, is anchored by Piggly Wiggly.  A second anchor,
Walgreens, vacated the premises in 2002.  Based on financial
information provided by the master servicer, the loan's debt
service coverage ratio is below 1.0x.  Moody's LTV is in excess of
100.0%, compared to 94.9% at last review.

The pool's collateral is a mix of:

   * retail (42.1%),
   * multifamily (34.0%),
   * hotel (10.8%),
   * office (6.4%),
   * industrial and self storage (3.4%), and
   * healthcare (3.3%).

The collateral properties are located in 22 states.  The highest
state concentrations are:

   * North Carolina (19.5%),
   * Tennessee (12.7%),
   * Michigan (8.6%),
   * Florida (6.7%), and
   * Georgia (6.6%).

All of the loans are fixed rate.


NEWCASTLE CDO: S&P Puts BB Rating on Class V $475 Million Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Newcastle CDO V Ltd./Newcastle CDO V Corp.'s $475 million notes.

Newcastle CDO V Ltd./Newcastle CDO V Corporation is a cash flow
CDO backed primarily by CMBS, REIT debt securities, other ABS, and
loans.

The ratings are based on:

    (1) adequate credit support provided in the form of
        overcollateralization, subordination, and excess spread;

    (2) characteristics of the underlying collateral pool,
        consisting primarily of CMBS, REIT debt securities, other
        ABS, and loans;

    (3) hedge agreements entered into with an appropriately rated
        counterparty to mitigate the interest rate risk created by
        having certain fixed-rate assets and certain floating-rate
        liabilities;

    (4) scenario default rates of 25.00% for class I, 19.48 for
        class II, 16.20% for class III, 11.86% for class IV, and
        6.05% for class V; and

    (5) break-even loss rates of 29.17% for class I, 23.17% for
        class II, 19.01% for class III, 17.32% for class IV, and
        9.69% for class V;

    (6) weighted average rating of 'BBB';

    (7) weighted average maturity for the portfolio of seven
        years;

    (8) S&P default measure -- DM -- of 0.50%;

    (9) S&P variability measure -- VM -- of 1.50%;

   (10) S&P correlation measure -- CM -- of 1.53; and

   (11) rated overcollateralization -- ROC -- of 109.41% for class
        I, 111.38% for class II, 108.79% for class III, 107.53%
        for class IV, and 106.47% for class V.

Interest on the class II, III, IV, and V notes may be deferred up
until the legal final maturity of September 2039 without causing a
default under these obligations.  The ratings on the class II,
III, IV, and V notes, therefore, address the ultimate payment of
interest and principal.

Additional information on CDOs is available on RatingsDirect,
Standard & Poor's Web-based credit analysis system, at
http://www.ratingsdirect.com/and on the Standard & Poor's Web
site at http://www.standardandpoors.com/


                        Ratings Assigned

        Newcastle CDO V Ltd./Newcastle CDO V Corporation

         Class          Rating          Amount (mil. $)
         -----          ------          ---------------
         I              AAA                       388.0
         II             AA                         23.5
         III            A                          23.0
         IV-FL          BBB                         8.0
         IV-FX          BBB                        12.0
         V              BB                         20.5
         Pref. shares   N.R.                       25.0

                        N.R. - Not rated.


NEW WEATHERVANE: Has Until Dec. 31 to Make Lease-Related Decisions
------------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware extended, until Dec. 31, 2004, the period
within which New Weathervane Retail Corporation and its debtor-
affiliates can elect to assume, assume and assign or reject their
unexpired nonresidential real property leases.

The Debtors remind the Court that on July 21, 2004, they entered
into a Letter Agreement with Fair Vane Corp., under which Fair
Vane will purchase the majority of the Debtors' remaining assets,
including the majority of its leases, for $2.7 million.

The Debtors explain that the extension period will give them more
time to finish the liquidation of their properties and bridge the
period until Fair Vane closes on the sale and assumes the majority
of their leases.  The Debtors add that the extension will give
them more time to determine what value they can extract from their
headquarters property and unfinished store spaces.

The Debtors assure the Court that no lessor will be prejudiced by
the extension as they continue to perform their postpetition
obligations as required by section 365(d)(3) of the Bankruptcy
Code.

Headquartered in New Britain, Connecticut, New Weathervane Retail
Corporation -- http://www.wvane.com/-- is a women's specialty
retailer.  The Company filed for chapter 11 protection on June 3,
2004 (Bankr. Del. Case No. 04-11649).  William R. Firth, III,
Esq., at Pepper Hamilton LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $28,710,000 in total assets and
$24,576,000 in total debts.


NEXPAK CORP: Gets Court Nod to Hire Barrier as Financial Adviser
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio gave
NexPak Corporation, and its debtor-affiliates, permission to
retain Barrier Advisors, L.P., as their financial and operation
advisors.

Barrier Advisors worked for the Debtors since January 2004 and is
familiar with the Debtors' operations, debt structure, accounting
and financial systems, business and financial operations.

Barrier Advisors will:

    a) provide financial advice and assistance in connection with
       the operation of the Debtors' business;

    b) provide financial advice to the Debtors with respect to any
       necessary financing, including debtor in possession
       financing and exit financing in their chapter 11 cases;

    c) provide financial advise and assistance to the Debtors in
       obtaining approval of the Plan of Reorganization and in
       making any needed modifications to the Plan;

    d) provide financial advice and assistance to the Debtors in
       structuring any new securities to be issued in connection
       with the Plan or any other plan of reorganization;

    e) provide financial advice and assistance in preparing the
       financial analyses to refine and finalize the Plan, or any
       other plan of plan of reorganization, including any
       financial summaries, analyses or valuations needed for a
       related disclosure statement;

    f) assist the Debtors in negotiating with their various
       stakeholders;

    g) provide financial advice and assistance in the preparation
       of financial reports required in connection with the
       Debtors' chapter 11 cases, including reports and other
       information to be filed with the Court, submitted to the
       Office of the United States Trustee or other parties in
       interest;

    h) assist the Debtors' analyses of claims asserted against
       their estates;

    i) provide operational advice and assistance with respect to
       the implementation of the Debtors' business plan and
       operations under chapter 11;

    j) provide financial testimony for the Debtors in their cases
       as requested; and

    k) provide other financial or operational advisory services as
       may be requested by the Debtors and agreed to by Barrier
       Advisors.

Mr. Kent Laber, Managing Director at Barrier Advisors discloses
that the Firm received a $112,500 retainer and a prepetition
payment of $120,457.68 for services rendered by the Firm prior to
the Petition Date.

Mr. Laber reports that Barrier Advisors will charge the Debtors a
monthly advisory fee of $75,000 for it services.

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

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


NORTEL NETWORKS: Plans to Lay Off 3,250 Employees to Save $220M
---------------------------------------------------------------
Nortel Networks Corporation (NYSE:NT)(TSX:NT) and its principal
operating subsidiary, Nortel Networks Limited, provided a status
update pursuant to the alternative information guidelines of the
Ontario Securities Commission.  These guidelines contemplate that
Nortel Networks and Limited will normally provide bi-weekly
updates on their affairs until the time as they are current with
their filing obligations under Canadian securities laws.

                           Work Plan

Nortel Networks and Nortel Limited announced an update to their
work plan previously announced on August 19, 2004, including
details concerning anticipated workforce reductions, the timing
for completion and associated updates on estimated cost and
savings impacts.  The work plan involves focused workforce
reductions, a voluntary retirement program, real estate
optimization and other cost containment actions such as reductions
in information services costs, outsourced services and other
discretionary spending.  The Company currently expects the
workforce reduction notifications to be completed by June 30, 2005
and the real estate actions to be completed by the end of 2005.

"The decisions made to reduce our employee community and refine
operational efficiencies have been undertaken in a very considered
way," said Bill Owens, president and chief executive officer,
Nortel Networks.  "Our workforce actions are focused to
disproportionately protect customer and sales facing roles as well
as continue our focus on new innovative solutions.  Our overall
objective is to grow the business and to ensure that we have the
appropriate levels of investment in key growth businesses and
markets.  The work plan outlined ... will allow us to trim our
cost structure by streamlining our business to drive more
efficient operations.  This plan demonstrates our commitment to
'costs, cash and revenues' as strategic imperatives in managing
our business and driving growth."

                           Workforce

The Company's work plan now includes targeted workforce reductions
of approximately 3,250 employees.  Approximately two-thirds of the
employees are expected to be notified by December 31, 2004 with
the remainder expected to be notified by June 30, 2005.  These
focused headcount reductions are intended to result in ongoing
cost reductions in research and development expenses, selling,
general and administrative expenses, and cost of sales.  These
actions are subject to the completion of required jurisdictional
consultation and regulatory approvals.  The anticipated
approximate regional impacts of the reductions are set out below.

                                             Approximate
                                               Employee
        Region                                Reductions
        ------                               -----------
        United States                            1,400
        Canada                                     950
        Europe, Middle East and Africa (EMEA)      650
        Other                                      250

                          Real Estate

The work plan also includes the reduction of approximately
2 million square feet of occupied space as a result of the
workforce reductions and improved space utilization through
consolidation of locations.  The Company expects the real estate
actions to be completed by the end of 2005.

                             Costs

The Company now estimates charges to the income statement
associated with its overall work plan in the aggregate of
approximately $450 million comprised of approximately $220 million
with respect to the workforce reductions and approximately
$230 million with respect to the real estate actions.  No charges
are expected to be recorded with respect to the other cost
containment actions.  Approximately 35 percent of the aggregate
income statement charges are expected to be incurred in 2004 with
the remainder in 2005.

The associated cash costs of the work plan of approximately
$430 million are split approximately equally between the workforce
reductions and real estate actions.  Approximately 10 percent of
these cash costs are expected to be incurred in 2004 and
approximately 40 percent are expected to be incurred in 2005.  The
remaining 50 percent of the cash costs relates to the real estate
actions and are expected be incurred in 2006 through to 2022 for
ongoing lease costs related to impacted real estate facilities.

The Company also expects to incur capital cash costs of
approximately US$50 million in 2005 for facility improvements
related to the real estate actions.

Overall costs of the work plan are higher than previous estimates
principally due to more extensive real estate actions, which are
expected to result in increased longer term cost savings.

                          Cost Savings

The Company anticipates cost savings from the implementation of
the work plan of approximately $500 million in 2005, which are
expected to increase on an annualized basis beyond 2005 as the
full impact of the work plan is realized.

                         Business Model

Nortel Networks continues to expect to reduce its operating
expenses to 35 percent of revenues or lower on an annualized basis
in 2005.  This expectation takes into consideration the
implementation of the work plan as outlined above and incremental
investments associated with the Company's previously announced
strategic plan including its focus on the government and defense
customer segments, marketing initiatives, and solutions that
support secure, reliable, converged networks.


If Nortel Networks and Nortel Limited fail to file the Reports
within the waiver period, there can be no assurance that Nortel
Limited would receive any further waivers or any extensions of the
waiver beyond its scheduled expiry date.  If the waiver expires
prior to the filing of the Reports, EDC would have the right at
such time to require Nortel Limited to cash collateralize the
support outstanding under the EDC Support Facility and to exercise
its rights against the collateral under related security
agreements.  As previously announced, the Company and
NNL expect to file the Reports by the end of October 2004.

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

                         *     *     *

As reported in the Troubled Company Reporter on August 18, 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,
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.

As reported in the Troubled Company Reporter on June 25, Standard
& Poor's Ratings Services said that its long-term corporate credit
rating and other long-term ratings on Nortel Networks Corp. and
Nortel Networks Ltd. remain on CreditWatch with developing
implications, where they were placed April 28, 2004.

As previously reported Standard & Poor's lowered its 'B' long-term
corporate credit rating and other long-term ratings on Nortel
Networks Corp. and Nortel Networks Ltd. to 'B-'.

Brampton, Ontario-based Nortel Networks is undergoing an
independent review of its financial results reported in each of
its quarters of 2003 and for earlier periods including 2002 and
2001.  The company has not been in a position to file its Form 10K
for 2003 and has recently announced that it will not be in a
position to file the relevant financial statements in second-
quarter 2004. Relating to this, the CEO and CFO were terminated
for cause, and four senior finance executives were placed on paid
leave pending further progress of the review; the company is also
undergoing investigations by the SEC and Ontario Securities
Commission, and is the subject of a criminal investigation in the
U.S.


NORTEL NETWORKS: Has to File Financial Reports by October 31
------------------------------------------------------------
Nortel Networks Corporation's (NYSE:NT)(TSX:NT) principal
operating subsidiary, Nortel Networks Limited obtained a new
waiver from Export Development Canada under the EDC performance-
related support facility.  It is a waiver of certain defaults
related to the delay by Nortel Networks and Nortel Limited in
filing their respective 2003 Annual Reports on Form 10-K, Q1 2004
Quarterly Reports on Form 10-Q and Q2 2004 Quarterly Reports on
Form 10-Q, in each case with the U.S. Securities and Exchange
Commission, the trustees under the Company's and Nortel Limited's
public debt indentures and EDC.  The waiver also applies to
certain additional breaches under the EDC Support Facility
relating to the delayed filings and the previously announced
restatement of Nortel Networks' and Nortel Limited's financial
results.

The new waiver from EDC will remain in effect until the earlier of
certain events including:

   -- the date on which the Reports have been filed with the SEC;
      or

   -- October 31, 2004.

Nortel Limited's prior waiver from EDC, previously announced on
August 20, 2004, expired on September 30, 2004.

The EDC Support Facility provides up to $750 million in support,
all presently on an uncommitted basis.  Once the Reports have been
filed with the SEC and the related breaches cured, the
$300 million revolving small bond sub-facility of the EDC Support
Facility would again become committed support.  As of Sept. 29,
there was approximately US$273 million of outstanding support
utilized under the EDC Support Facility, approximately US$201
million of which was outstanding under the small bond sub-
facility.

If Nortel Networks and Nortel Limited fail to file the Reports
within the waiver period, there can be no assurance that Nortel
Limited would receive any further waivers or any extensions of the
waiver beyond its scheduled expiry date.  If the waiver expires
prior to the filing of the Reports, EDC would have the right at
such time to require Nortel Limited to cash collateralize the
support outstanding under the EDC Support Facility and to exercise
its rights against the collateral under related security
agreements.  As previously announced, the Company and
NNL expect to file the Reports by the end of October 2004.

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

                         *     *     *

As reported in the Troubled Company Reporter on August 18, 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,
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.

As previously reported Standard & Poor's lowered its 'B' long-term
corporate credit rating and other long-term ratings on Nortel
Networks Corp. and Nortel Networks Ltd. to 'B-'.

Brampton, Ontario-based Nortel Networks is undergoing an
independent review of its financial results reported in each of
its quarters of 2003 and for earlier periods including 2002 and
2001.  The company has not been in a position to file its Form 10K
for 2003 and has recently announced that it will not be in a
position to file the relevant financial statements in second-
quarter 2004. Relating to this, the CEO and CFO were terminated
for cause, and four senior finance executives were placed on paid
leave pending further progress of the review; the company is also
undergoing investigations by the SEC and Ontario Securities
Commission, and is the subject of a criminal investigation in the
U.S.


NORTHWESTERN STEEL: IMA Advisors Bids $20K to Buy Un-Issued Stock
-----------------------------------------------------------------
Phillip V. Martino, the chapter 7 trustee overseeing the
liquidation of Northwestern Steel & Wire Co., received a $20,000
cash offer from IMA Advisors, Inc., for all authorized but un-
issued shares of stock in the Northwestwen Steel & Wire Co.
Northwestern's Articles of Incorporation and supporting
resolutions authorze the corporation to up to 75,000,000 shares of
common stock; only 24,484,823 were ever issued.  The stock was
publicly traded during before the company filed for bankruptcy
protection.

In exchange for the $20,000, Mr. Martino tells the U.S. Bankruptcy
Court for the Northern District of Illinois, he'll sell the
estate's right, title and interest, if any, in and to the shares
to IMA.  The Trustee hasn't received any other offers for the
shares, doesn't know of any established market in which to sell
shares in defunct companies, and he "doubts that he could obtain
more than $20,000 for the Stock," though he'll try in a open court
auction before the Honorable Manuel Barbosa in Rockford at 9:30
a.m. on Oct. 20, 2004.  To the best of the Trustee's knowledge,
IMA has no connection with the Debtor.  The Trustee is unaware of
any tax consequence that will arise from the sale, and the
transaction brings $20,000 of cash into the estate at a very low
cost.  Accordingly, the Trustee says, the transaction benefits the
estate and should be approved pursuant to 11 U.S.C. Sec. 363.

In the event any party wants to make a higher and better offer for
the Stock, the Trustee requires that the competing bidder file an
objection to the sale motion no later than Oct. 18, 2004, appear
in court on Oct. 20, offer no less than $22,000, and deliver to
him a cashiers' check for 20% of the proposed purchase price prior
to the auction.

IMA Advisors can be reached at:

     IMA Advisors, Inc.
     10777 Westheimer, Suite 1100
     Houston, TX 77042
     Telephone (713) 267-9367
     Fax (240) 358-5913
     Attention: Mark Rice, CEO
                Mobile (713) 443-7688
                E-mail: mmrice@msn.com

Northwestern Steel and Wire Corporation was a major mini-mill
producer of structural steel components and selected wire
products.  The Company filed chapter 11 protection on December 19,
2000 (Bankr. N.D. Ill. Case No. 00-74075) and converted to a
chapter 7 liquidation proceeding on July 12, 2002.  Phillip V.
Martino, Esq., at Piper Rudnick LLP, serves as the chapter 7
trustee and is represented by himself and Colleen E. McManus,
Esq., at Piper  Rudnick.  Janet E. Henderson, Esq., and Kenneth P.
Kansa, Esq., at Sidley Austin Brown & Wood represented the Debtor
in its chapter 11 proceeding before operations ceased, the case
was converted and the Chapter 7 Trustee was appointed.


NOVA CHEMICALS: Declares $0.10 Per Common Share Quarterly Dividend
------------------------------------------------------------------
NOVA Chemicals Corporation's Board of Directors declared a
$0.10 per common share quarterly dividend, payable on Nov. 15, to
shareholders of record at the close of business on Oct. 29, 2004.

NOVA Chemicals (S&P, BB+ Long-Term Corporate Credit Rating,
Positive) produces ethylene, polyethylene, styrene monomer and
styrenic polymers, which are used in a wide range of consumer and
industrial goods.  NOVA Chemicals manufactures its products at 18
operating facilities located in the United States, Canada, France,
the Netherlands and the United Kingdom.  The company also has five
technology centers that support research and development
initiatives.  NOVA Chemicals Corporation shares trade on the
Toronto and New York stock exchanges under the trading symbol NCX.
Visit NOVA Chemicals on the Internet at
http://www.novachemicals.com/


NOVA CHEMICALS: Fitch Puts BB+ Rating on Senior Unsecured Debt
--------------------------------------------------------------
Fitch Ratings initiated ratings on Nova Chemicals Corporation's
senior unsecured debt at 'BB+'.  At the same time, Fitch assigned
a rating to Nova's senior secured credit facility at 'BBB'.

The Rating Outlook is Stable.

The ratings are supported by NOVA Chemical's:

   * size,

   * market position in North America and Europe,

   * low cost position as a domestic ethylene and polyethylene
     producer, and

   * significant earnings leverage during the peak of the
     chemical cycle.

The company's strategy is to remain focused on cyclical
commodities including ethylene, polyethylene, styrene, and
styrenic polymers.

Nova Chemicals has adequate liquidity, a manageable maturity
schedule, and increased financial flexibility by extending
expiration dates for its senior secured credit facility and
accounts receivable securitization program until 2007.  The total
return swap agreement for Nova Chemical's outstanding retractable
preferred shares also expires in 2007.

Concerns include:

   * the potential for softening in demand with rapidly
     increasing raw material and product prices,

   * cash burn and weak performance in the styrenics business,
     and

   * potential share repurchase activity not supported by
     operational cash flow.

Growth rates for styrene and styrene derivatives are modest,
excluding emerging markets like Eastern Europe and China.
Therefore Nova Chemicals is likely to realize more modest volume
growth in their primary target markets, North America and Western
Europe.

The Stable Rating Outlook reflects the improvement in Nova
Chemicals's olefin and polyolefins business and the strengthening
of the economies around the world.  The petrochemical industry is
realizing higher operating rates and tightening of supply demand
fundamentals, which will enable producers to gain greater pricing
power.  Margin expansion has occurred in 2004 and, in general, is
expected to continue as market fundamentals strengthen.

Fitch remains moderately concerned about the sustainability of the
recovery with increasing energy costs and the overall effect of
high petrochemical prices on demand.

As of June 30, 2004, Nova's balance sheet debt plus accounts
receivable program balance and outstanding retractable preferred
shares totaled $1.9 billion.

The company had a total debt-to-EBITDA of 4.8 times and total
adjusted debt-to-EBITDAR, incorporating gross rent, of 5.2x for
the latest 12 months ending June 30, 2004.

EBITDAR to interest incurred plus rental expense was 2.7x for the
same period.  Balance sheet debt consists of $31 million in
nonrecourse project finance borrowings, $550 million in medium-
term notes, and $912 million in senior unsecured notes and
debentures.  In addition, the company's $200 million A/R program
was fully utilized at the end of the second quarter.

Other indebtedness of the company includes $198 million in
retractable preferred shares.  In relation to the retractable
preferred shares, approximately $65 million is held as restricted
cash and included in other current assets.  As a result of this
cash collateral, the notional amount of the total return swap for
the retractable preferred shares is approximately $126 million.

Nova Chemicals has a manageable maturity schedule, with
approximately $103 million due in 2005 and $302 million due in
2006.  The company will likely redeem the outstanding retractable
preferred shares prior to the expiration of the total return swap
agreement in 2007.

Nova Chemicals is expected to have financial flexibility to repay
and/or replace such debt maturities and retractable preferred
shares given Fitch's base case projections for operating cash
flow, access to the debt market, and availability under its credit
facility.

Nova Chemicals Corporation is a multinational producer of
commodity chemicals, including ethylene, polyethylene, styrene,
and polystyrene.  The company generated EBITDA of $238 million on
$3.95 billion sales in 2003.  A majority of its assets are located
in Canada and the U.S. In North America, NOVA is the fifth largest
producer of ethylene and polyethylene.

The company reports two business segments, olefins/polyolefins and
styrenics.  The U.S. accounts for 72% of sales, Canada accounts
for 5%, Europe and rest of the world accounts for 23%.
Polyethylene and styrenic polymers are used in rigid and flexible
packaging, containers, plastic bags, plastic pipe, electronic
appliances, housing and automotive components, and consumer goods.


ONSITE TECHNOLOGY: U.S. Trustee Meeting with Creditors on Oct. 5
----------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of OnSite
Technology, L.L.C., creditors at 10:00 a.m., on October 5, 2004,
at the Office of the U.S. Trustee, Suite 3401, 515 Rusk Avenue,
Houston, Texas 77002.  This is the first meeting 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 Houston, Texas, Onsite Technology, L.L.C. --
http://www.onsite2.com/-- offers an alternative way of recycling
waste materials. The Company filed for chapter 11 protection on
August 10, 2004 (Bankr. S.D. Tex. Case No. 04-41399). Anne E.
Catmull, Esq., at Hughes Watters & Askanase LLP, represents the
Debtor. When the Debtor filed for protection from its creditors,
it listed more than $10 million in estimated assets and more than
$1 million in estimated debts.


RAYTHEON: Likely Debt Cuts Prompts Fitch's Positive Outlook
-----------------------------------------------------------
Fitch Ratings affirmed Raytheon's credit ratings, including:

     * the 'BBB-' rating on Raytheon's senior unsecured debt and
       bank facilities;

     * the 'BB+' rating on RC Trust I's trust preferred
       securities; and

     * the 'F3' rating on Raytheon's commercial paper program.

The Rating Outlook is revised to Positive from Stable.

The Outlook revision is based on the amount of debt reduction
Raytheon is likely to achieve in 2004 and the impact lower debt
levels will have on its credit statistics.

Raytheon lowered its debt levels by approximately $1 billion so
far in 2004, and announced a tender offer for an additional
$1 billion of debt.  Fitch estimates that Raytheon will be able to
accomplish this debt reduction with existing cash resources and
free cash flow.

The Outlook revision is also supported by the performance of the
company's defense segments, strong cash flow performance in the
first half of the year, and stabilization in the business jet
market.

Raytheon's ratings reflect:

   * the competitive position of the company's defense
     businesses,

   * the high levels of U.S. defense spending,

   * strong backlog,

   * solid liquidity position, and

   * the satisfaction of most of the engineers and constructors
     -- E&C -- obligations.

Concerns center on pending lawsuits and investigations, and the
financial performance and competitive position of Raytheon
Aircraft -- RAC.

Previously, a concern had been the low level of Raytheon's credit
statistics, compared with other 'BBB-' companies.  Taking into
account the year-to-date debt reduction, Fitch estimates that the
company raised its credit metrics to levels appropriate for the
current rating.

With the tender announced, Raytheon's credit ratios will continue
to improve, but future rating actions will depend on continued
strong operating performance, future levels of cash generation,
and cash deployment plans in 2005.

At June 27, 2004, Raytheon had a liquidity position of
$3.0 billion, consisting of $1.1 billion of cash and short-term
investments and $2.1 billion of availability under its
$2.3 billion of credit lines, offset by $168 million of short-term
debt and current debt maturities.

Raytheon's debt-to-EBITDAP ratio for the last 12 months ending
June 27, 2004, improved to 3.0 times (x) from 3.5x in 2003.
Interest coverage also improved to 4.4x for the last 12-month
period, compared with 3.9x in 2003.  These ratios exclude the
impact of one-time items totaling $276 million in the Network
Centric Systems and Technical Services segments during 2003.
Including these charges, the debt-to-EBITDAP ratios for the last
12 months and 2003 were 3.4x and 4.1x, respectively.


RCN CORP: Asks Court to Extend Removal Period to January 17
-----------------------------------------------------------
Section 1452 of the Judiciary Procedures Code governs the removal
of state court actions to federal court:

   "(a) A party may remove any claim or cause of action in a
   civil action other than a proceeding before the United States
   Tax Court or a civil action by a governmental unit to enforce
   such governmental unit's police or regulatory power, to the
   district court for the district where such civil action is
   pending, if such district court has jurisdiction of such claim
   or cause of action under section 1334 of this title."

RCN Cable TV of Chicago, Inc., RCN Entertainment, Inc., ON TV,
Inc., 21st Century Telecom Services, Inc., and RCN Telecom
Services of Virginia, Inc., are from time to time named as party
in state court judicial actions arising in connection with any
one of a variety of matters in which they may be involved.
Because these Debtors have been primarily focused on stabilizing
and maximizing the value of their business during the pendency of
the Chapter 11 cases, they have not had the opportunity to devote
sufficient time to assess whether there are any pending actions,
which should be removed.

While the Debtors are not aware of any pending state court
litigation to which they are a party, the Debtors require an
extension of their deadline to file notices of removal.
D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, in New York, explains that the preservation of the Debtors'
right to remove actions will afford them a sufficient opportunity
to assess whether there are any pending actions that can and
should be removed.

Accordingly, the Debtors ask the Court to extend their Removal
Period through and including January 17, 2005.

Mr. Baker assures Judge Drain that the Debtors' adversaries will
not be prejudiced by the extension because the adversaries may
not prosecute an action against the Debtors absent relief from
the automatic stay.  Additionally, nothing will prejudice any
party to a proceeding the Debtors seek to remove from pursuing
remand.

Headquartered in Princeton, New Jersey, RCN Corporation --
http://www.rcn.com/-- provides bundled Telecommunications
services.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. S.D.N.Y. Case No. 04-13638) on
May 27, 2004.  Frederick D. Morris, Esq., and Jay M. Goffman,
Esq., at Skadden Arps Slate Meagher & Flom LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $1,486,782,000 in
assets and $1,820,323,000 in liabilities. (RCN Corp. Bankruptcy
News, Issue No. 12; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


RELIANCE GROUP: Wants Court Okay on $166.5 Million PBGC Settlement
------------------------------------------------------------------
The Official Unsecured Creditors' Committee and the Official
Unsecured Bank Committee ask Judge Gonzalez to approve a
stipulation to settle the Pension Benefit Guaranty Corporation's
Claims.

The PBGC filed 12 claims against the Reliance Group Holdings,
Inc., Pension Plan and the Reliance Insurance Company Retirement
Plan.  The aggregate value of the PBGC Claims was $200,000,000 in
both the Debtors' cases.  The PBGC alleged that its Claims were
entitled to administrative or some other priority under the
Bankruptcy Code.  If allowed, the PBGC Claims would have exceeded
the Debtors' cash, potentially presenting an insurmountable hurdle
to any reorganization plan for either Debtor.

The Committees disagreed with the PBGC's stance, and objected to
the amounts and priority of the Claims.  In response, PBGC
announced that it would take over and terminate the RGH Pension
Plan and asked RGH to enter into an "Agreement for Appointment of
Trustee and Termination of Pension Plan."  In support of the
request, the PBGC commenced an action before the United States
District Court for the Southern District of New York.  The Action
is still pending.

The continued litigation with the PBGC will delay the Debtors'
reorganization process and cause further erosion of the estate's
assets.  Rather than litigate disputes with the PBGC, the
Committees decided to amicably resolve the controversy.

The Stipulation provides that:

   (1) The PBGC will receive an allowed general unsecured claim
       against Reliance Financial Services Corporation's estate
       for $82,500,000;

   (2) The PBGC will receive an allowed general unsecured claim
       against the RGH estate for $81,000,000;

   (3) The PBGC will receive an administrative claim against the
       RFSC estate for $3,000,000.  This claim will be payable
       solely from 50% of the first $6,000,000 of future proceeds
       otherwise available for distribution to Reorganized RFSC
       common stockholders under the RGH/RFSC Settlement.

   (4) The PBGC will dismiss the District Court Action and
       withdraw the Plan Objection;

   (5) Certain liabilities imposed by the Employee Retirement
       Income Security Act will be exempted from the releases
       contained in the Chapter 11 Plan the Bank Committee
       proposed for RFSC;

   (6) The PBGC will not assert claims against insurance policies
       that are referenced in the PA Settlement Agreement;

   (7) RGH will execute the Agreement for Appointment of Trustee
       and Termination of Pension Plan.  The PBGC will terminate
       the RGH Pension Plan; and

   (8) Although the Debtors are not signatories to the
       Stipulation, it will be binding on the Debtors and their
       estates.

Additionally, the Committees and the estates will not challenge
the validity of the lien filed by the PBGC against the assets of
Reliance Development Group, Inc., a non-debtor affiliate.

The Committees and their professionals have concluded that the
PBGC Stipulation will result in a favorable outcome for the
Debtors' estates and their creditors.  While much progress in
these proceedings has been made so far, the PBGC's claims
presented a significant hurdle.  The PBGC Stipulation will reduce
the PBGC Claims against each Debtor, as well as lower their
priority to general unsecured status.  The PBGC litigation will
immediately cease, which will conserve time and resources that
are dear to the estates.  The withdrawal of PBGC's objection to
the Chapter 11 Plan for RFSC also eliminates a major hurdle to
plan confirmation.

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of
Reliance Financial Services Corporation. Reliance Financial, in
turn, owns 100% of Reliance Insurance Company. The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts. The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania. (Reliance Bankruptcy News,
Issue No. 61; Bankruptcy Creditors' Service, Inc., 215/945-7000)


RESIDENTIAL ACCREDIT: Corrections Cue Fitch to Lift Junk Rating
---------------------------------------------------------------
Fitch has taken action on these Residential Accredit Loan, Inc.
mortgage-pass through certificate.

   * Residential Accredit Loans, Inc., mortgage asset-backed
     pass-through certificates, series 2000-QS1:

     -- Classes A, CB, NB, R affirmed at 'AAA';
     -- Class M-1 affirmed at 'AAA';
     -- Class M-2 affirmed at 'AAA';
     -- Class M-3 upgraded to 'BBB' from 'BB+';
     -- Class B-1 upgraded to 'B-' from 'CCC'.

Subsequent to recent rating actions affecting the subject
securitization, Fitch was made aware of a certain reporting error
of the servicer regarding the performance of the transaction.  As
a result, Fitch has re-reviewed the transaction taking into
account the corrected performance data.

The September 24, 2004 negative rating actions taken on series
2000-QS1, were due to poor performance of the underlying
collateral in which reported losses reduced the remaining credit
enhancement for:

     * B-1 to $0;
     * M-3 to $793,947; and
     * M-2 bonds to $1,610,726.

Since this rating action, it has been brought to our attention
that collateral losses during the prior month were wrongly
reported by the servicer.  Lower losses experienced during the
reporting period have resulted in the re-establishment of and
increase in credit enhancement for the above-referenced bonds.

Credit enhancement is now reported for:

     * B-1 to $307,597;
     * M-3 to $1,041,202; and
     * M-2 to $1,633,715.

As of the August 2004 distribution date, the pool factor (current
mortgage loans outstanding as a percentage of the initial pool)
for the securitization was 7%.  In addition, cumulative losses
totaling $993,862 have been incurred.

Currently, delinquencies in 30, 60, 90, FC, and REO are:

     * 5.81%;
     * 5.60%;
     * 4.09%;
     * 3.30%; and
     * 1.17%, respectively.

After loan level analysis, Fitch foresees a low level of losses
from the 7 loans currently in FC and REO.  In addition,
forthcoming losses will be somewhat mitigated by the fact that two
loans currently in FC have various mortgage insurance policies.

Fitch now believes the M-3 and B-1 bonds can be upgraded,
essentially affirming their pre-September 24 rating levels of
'BBB' and 'B-', respectively, and that the more senior classes can
continue to be affirmed at their current and pre-September 24
ratings of 'AAA'.  These upgrades affect a total of $2,674,918 in
certificates while the affirmations affect $13,068,972.


SCHLOTZSKY'S INC: Slates Annual Shareholders Meeting for Dec. 9
---------------------------------------------------------------
Schlotzsky's, Inc. (OTC: BUNZQ) has set December 9, 2004, for its
annual shareholders meeting. The time and location for the meeting
will be disclosed in conjunction with the distribution of its
proxy statement.

"Our Board felt that it would be an imprudent use of valuable
resources to hold a shareholders meeting in June or July given,
among other reasons, the uncertainty of the Company's future at
that time," said Sam Coats, Schlotzsky's President and CEO.

The Company will accept shareholder proposals until Wednesday,
October 20, 2004.

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


SI CORPORATION: Moody's Junks Planned $230M Senior Secured Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 to SI Corporation's
proposed $230 million issue of senior secured notes due 2012.  In
a related action, Moody's assigned a senior implied rating of
Caa1, a senior unsecured issuer rating of Caa2 and a speculative
grade liquidity rating of SGL-3. The outlook is stable.

The proceeds from the proposed note offering, together with
approximately $31.4 million of borrowings under a proposed credit
facility, will be used to repay outstandings under financings,
which mature over 2005 to 2007, including:

   (1) term loans ($202 million),

   (2) an asset securitization facility ($32.4 million),

   (3) a revolving credit facility ($16 million), and

   (4) to pay transaction fees (approximately $11 million).

The ratings reflect:

     (i) the risk of availability and the price volatility of
         polypropylene, which accounts for approximately 50% of
         cost of goods sold;

    (ii) the sustainability of economy driven improvements in
         price and volume for core products seen for the first
         nine months ended June 27, 2004;

   (iii) concerns about the high leverage vis a vis the
         company's future cash generating ability;

    (iv) the history of operating losses and free cash flow
         deficits and subsequent impairment of assets despite
         significant restructuring efforts since fiscal 2001;

     (v) and minimal equity base which includes an accumulated
         deficit of 67% of total assets.

The ratings incorporate:

     (i) the continued operating losses in the construction
         materials segment which accounted for 30% of sales for
         the first nine months of fiscal 2004 ended June 27,
         2004;

    (ii) significant customer concentration with 42% of total
         sales for the first nine months of fiscal 2004 with two
         customers;

   (iii) and cyclical product demand.

The ratings also reflect the company's significant market share
for their primary products and operational efficiencies and
savings gleaned from the company's cost reduction and efficiency
initiatives and adequate liquidity.

The outlook for the rating is stable.  Economy driven improvements
in price and volume for core products for the first nine months
ended June 27, 2004 along with the company's operational efforts
may prove stabilizing for the company in the near term.  However,
continued net losses, a lack of improvement in cash generation or
the lack of a reduction in leverage over the next year could
pressure the outlook and ratings.  Similarly, any significant
adverse outcome of several pending legal proceedings could lead to
a downgrade.  Alternatively, sustained improvements in leverage,
liquidity, cash generation and margins from a steady demand for
core products could lead to an improvement in the ratings.

The Caa1 rating on the senior secured notes reflects Moody's
belief that the value of the pledged assets or the estimated
enterprise value of the company, when viewed separately, may not
offer sufficient protection to the bondholders in a distress
scenario.

Moody's evaluation considered the significant impact to earnings
of:

     (i) economic cyclicality, the volatile price of
         polypropylene,

    (ii) the recent earnings performance of the two operating
         segments

   (iii) and an expected reliance on financial rather
         than strategic buyers.

The rating also recognizes the prior claim of lenders on the
accounts receivable and inventory under a proposed $100 million
asset based revolver due 2009 which is not rated by Moody's.

The SGL-3 rating reflects Moody's opinion that the company
possesses adequate liquidity.  Moody's believes the company could
stay in compliance with the fixed charge covenant as defined in
the credit agreement, which would provide access to an adequate
liquidity cushion to cover any unplanned cash shortfalls.
Assuming the company generates the same level of cash from
operations in fiscal 2005 as expected for fiscal 2004, Moody's
estimates that over the next four quarters, the company may need
to borrow to cover seasonal working capital needs and capex.
Availability is limited by the borrowing base formula as well as
by a fixed charge covenant threshold test of 1.1 times should
availability fall below $15 million.  The lack of unencumbered
assets limits the company's to raise new sources of financing if
needed.

Despite very significant reductions in fixed capacity, the
simplification of SKUs and increased focus on manufacturing
efficiencies since fiscal 2001, the company's gross margins
declined from 27.6% for fiscal year end September 28, 2002 to
20.4% for fiscal year end September 28, 2003.  Only in the last
twelve months ended June 27, 2004 did the gross margin show an
improvement to 21.6% related to higher capacity utilization and
improved unit pricing as a result of a stronger economy and better
ability to pass on the increased cost of polypropylene.

Free cash flow, measured as last twelve months ended
June 27, 2004 cash from operations, normalized to exclude a one
time benefit from working capital management in the quarter ended
September 2002, less capital expenditures, is modest at $15
million despite benefiting from capex being below 50% of
depreciation.  Free cash flow was negative in both 2001and 2003.

Pro forma for the transaction, debt (inclusive of $13.4 million of
capital leases) will increase from $263.8 million to
$274.8 million.  Pro forma debt to free cash flow for the last
twelve months dated June 27, 2004 at 5.5% signals a weak ability
to support debt reduction.  Measured as pro forma total debt to
last twelve months ended June 27, 2004 EBITDA, leverage rises to 6
times from 5.7 times prior to the transaction.  (Measured as pro
forma total debt to the last twelve months ended
August 29, 2004, leverage would be 4.7 times.)

Interest protection measurements are very weak.  Both the ratio of
earnings to fixed charges and EBIT to interest expense have been
negative to insufficient since fiscal year end 2000.  Pro forma
for the last twelve months ended June 27, 2004, the earnings to
fixed charge coverage is 0.32. EBITDA-CAPEX to interest improved
from 1.06 in 2002 and 0.75 for FYE 2003, to 2.1 times for the last
twelve months ended June 27, 2004 pro forma for the transaction.
However, the calculation benefits from capex at less than half of
depreciation in the most recent period.

The company restated its fiscal year end September 2003 financials
on September 10, 2004 citing an understatement of the cumulative
impact of the adoption of SFAS 142.  The restatement reflected a
$210 million write-off of the entire goodwill balance as of the
date of adoption.  Despite the reduction in asset base, Moody's
believes that full year 2004 EBIT return on assets will be modest.
The last twelve months EBIT for
June 27, 2004 represented a 2% return on average total assets.

The company completed a financial restructuring during the first
quarter of 2002.  The $150 million of 17% senior subordinated
loans due 2008 were exchanged for $25 million in cash and 33% of
common equity of SI (approximately $20 million).  The proceeds of
a $45 million equity cash injection from Investcorp financed the
cash portion of the debt exchange as well as a $20 million
repayment on the company's credit facility plus related
restructuring expenses.  Investcorp subsequently purchased
$10 million of the equity issued to the debt holders in the
restructuring.  Investcorp's resulting ownership share of common
stock is 83%.

The proposed $230 million issue of notes will be secured on a
first priority basis by all fixed assets and a pledge of 100% of
the capital stock of the company.  There will be a second priority
lien on accounts receivable and inventory.  The notes will be
guaranteed on a senior secured basis by all domestic restricted
subsidiaries (none currently exist) that guarantee any debt and
the notes will be guaranteed by the parent company, SIND Holdings,
Inc. to the extent it continues to guarantee other debt.

The asset based revolver has a first priority lien accounts
receivable and on inventory and a second lien on all assets
including 100% of the capital stock of the company.  The borrowing
base is expected to be 90% of eligible accounts receivable plus a
percentage of inventory up to a maximum advance of $40 million.
There will be a $20 million sublimit for letters of credit. During
each January, February and March of the first four years of the
facility, and subject to a fixed charge coverage ratio threshold
test, a seasonal availability facility may be provided to
supplement the borrowing base in an amount equal to $10 million,
$7.5 million, $5 million and
$2.5 million for 2005, 2006, 2007 and 2008 respectively.

SI Corporation, based in Chattanooga, Tennessee, is one of the
largest North American manufacturers and marketers of synthetic
fabrics and fibers that provide support, strength and
stabilization solutions for the furnishings (69% of sales) and
construction materials markets (31% of last twelve months ended
June 27, 2004).  The company is a wholly owned subsidiary of SIND
Holdings, Inc., which is controlled by Investcorp.


SMTC CORPORATION: Appoints John E. Caldwell as President and CEO
----------------------------------------------------------------
SMTC Corporation's (Nasdaq: SMTX) (TSX: SMX) Board of Directors
appoints Mr. John E. Caldwell as President and Chief Executive
Officer effective immediately.  Since October 2003, Mr. Caldwell
has been interim President and Chief Executive Officer and has
also served as Chairman of the Board of Directors of SMTC since
March 2004.

Mr. Caldwell brings extensive executive experience to SMTC,
including leadership in business transformation and growth
strategy.  Previously, he held the positions of President and
Chief Executive Officer at Geac Computer Corporation and CAE, Inc.
At Geac, one of Canada's leading software companies, Mr. Caldwell
guided a major turnaround, restoring this company to sustained
profitability and positive cash generation.  Over his six year
tenure as President and Chief Executive Officer of CAE Inc., Mr.
Caldwell led the repositioning of the company and grew its flight
simulation and industrial businesses to global leadership, more
than doubling earnings in the period.

In keeping with the Company's commitment to maintain sound
governance practices, Mr. Caldwell intends to relinquish his
position as Chairman in due course in order to separate the role
of Chairman of the Board and Chief Executive Officer.

"We are making considerable progress in implementing our
transformation plan, positioning SMTC to extend its customer base,
restoring revenue and earnings growth and increasing value for our
shareholders.  I am excited about being a permanent member of the
leadership team at this important juncture,"  stated Mr. Caldwell.

SMTC Corporation provides advanced electronic manufacturing
services globally. The Company's electronics manufacturing,
technology and design centers are located in Appleton, Wisconsin;
Boston, Massachusetts; San Jose, California; Toronto, Canada; and
Chihuahua, Mexico with a third party facility in Chang An, China.
SMTC offers technology companies and electronics OEMs a full range
of value-added services.  SMTC supports the needs of a growing,
diversified OEM customer base primarily within the industrial,
networking, communications and computing markets.  SMTC is a
public company incorporated in Delaware with its shares traded on
the Nasdaq National Market System under the symbol SMTX and on The
Toronto Stock Exchange under the symbol SMX.  Visit SMTC's web
site, http://www.smtc.com/,for more information about the
Company.

                         *     *     *

As reported in the Troubled Company Reporter on April 8, SMTC
Corporation filed its annual report on Form 10-K with the United
States Securities and Exchange Commission on March 30, 2004. In
response to a recent Nasdaq requirement, SMTC announced that the
Auditors' Report, included in the Company's Annual Report on Form
10-K, included an unqualified audit opinion with an explanatory
paragraph related to uncertainties about the Company's ability to
continue as a going concern, based upon the Company's historical
financial performance and the classification of its long-term debt
as a current liability at December 31, 2003, due to its maturity
on October 1, 2004.

The going concern issue is expected to be resolved as a result of
the series of recapitalization transactions, as announced on
February 17, 2004, which addressed the nearing maturity of the
debt.  On March 4, 2004, the Company closed an equity private
placement into escrow for net proceeds of Cdn$37 million.  The
private placement and other components of the recapitalization
transactions are subject to stockholder approval.  The Company
expects to seek approval for those transactions at the Annual
Meeting in May 2004.  Separately, SMTC is addressing its financial
performance by the implementation of a multi-phased turnaround
plan.  The operational restructuring phase has been completed,
resulting in alignment ofcosts with expected revenue.  Further
phases of the turnaround plan are underway that are designed to
improve revenue and earnings going forward.


SMTC CORP: Appoints Mr. Patrick Dunne Senior VP for Operations
--------------------------------------------------------------
SMTC Corporation's (Nasdaq: SMTX) (TSX: SMX) Board of Directors
appointed Mr. Patrick Dunne to the position of Senior Vice
President, Operations.  Mr. Dunne will be responsible for the
Company's assembly and solutions operations as well as supply
chain and engineering services.  Mr. Dunne brings to the position
extensive manufacturing and general management experience.  Mr.
Dunne was a co-founder of Qualtron Teoranta, an Irish based
interconnect business that was acquired by SMTC in 2000.
Subsequently, he held various business development and operational
positions at SMTC, including most recently Senior Vice President,
Solutions Operations located in Franklin, Massachusetts.

"We are delighted to announce Patrick Dunne's appointment.  He
brings an exceptional background, company knowledge and strong
leadership capabilities to this position.  In his most recent
role, Patrick was instrumental in significantly improving the
operational and financial performance of the Solutions business,"
stated John Caldwell.

SMTC's Chief Operating Officer, Mr. Phil Woodard, who has been on
a leave of absence since June, has chosen to retire from the
Company.  "My career with SMTC has been a very rewarding
experience.  I believe the company is absolutely on the right
track to regain growth and reach its full potential.  I plan to
continue to be associated with the Company in an advisory
capacity," commented Mr. Woodard.

SMTC Corporation provides advanced electronic manufacturing
services globally. The Company's electronics manufacturing,
technology and design centers are located in Appleton, Wisconsin;
Boston, Massachusetts; San Jose, California; Toronto, Canada; and
Chihuahua, Mexico with a third party facility in Chang An, China.
SMTC offers technology companies and electronics OEMs a full range
of value-added services.  SMTC supports the needs of a growing,
diversified OEM customer base primarily within the industrial,
networking, communications and computing markets.  SMTC is a
public company incorporated in Delaware with its shares traded on
the Nasdaq National Market System under the symbol SMTX and on The
Toronto Stock Exchange under the symbol SMX.  Visit SMTC's web
site, http://www.smtc.com/,for more information about the
Company.

                         *     *     *

As reported in the Troubled Company Reporter on April 8, SMTC
Corporation filed its annual report on Form 10-K with the United
States Securities and Exchange Commission on March 30, 2004. In
response to a recent Nasdaq requirement, SMTC announced that the
Auditors' Report, included in the Company's Annual Report on Form
10-K, included an unqualified audit opinion with an explanatory
paragraph related to uncertainties about the Company's ability to
continue as a going concern, based upon the Company's historical
financial performance and the classification of its long-term debt
as a current liability at December 31, 2003, due to its maturity
on October 1, 2004.

The going concern issue is expected to be resolved as a result of
the series of recapitalization transactions, as announced on
February 17, 2004, which addressed the nearing maturity of the
debt.  On March 4, 2004, the Company closed an equity private
placement into escrow for net proceeds of Cdn$37 million.  The
private placement and other components of the recapitalization
transactions are subject to stockholder approval.  The Company
expects to seek approval for those transactions at the Annual
Meeting in May 2004.  Separately, SMTC is addressing its financial
performance by the implementation of a multi-phased turnaround
plan.  The operational restructuring phase has been completed,
resulting in alignment ofcosts with expected revenue.  Further
phases of the turnaround plan are underway that are designed to
improve revenue and earnings going forward.


SMTC CORP: Planned Lay-Offs Will Cost $2.0 Mil. to $3.0 Mil.
------------------------------------------------------------
As part of the execution of its transformation plan, SMTC
Corporation's (Nasdaq: SMTX) (TSX: SMX) reported changes to its
manufacturing operations which will seek to provide greater focus
on new customer and new product introduction and technical
activities, improve capacity utilization, align its cost structure
to expected revenue, and to remain profitable on a sustained
basis.

SMTC's Toronto, Ontario site will become the Company's technical
center of excellence, with particular emphasis on assisting
current and new customers to develop, prototype and bring new
products to full production.  This site also will continue to
manufacture low volume, high complexity printed circuit board
assemblies.

The Company's Chihuahua, Mexico facility will serve as SMTC's
primary assembly operation offering customers high quality
services in a highly efficient, cost effective site.  SMTC's
operations in Franklin, Massachusetts and San Jose, California
will continue to specialize in high precision metal manufacturing
and system integration activities.  Similarly, SMTC's engineering
design services capability and manufacturing relationship with
China based Alco Electronic will continue.

                          Steamlining

In addition, the Company is streamlining its overhead, selling,
general and administrative structure to improve productivity and
customer responsiveness and to provide greater focus on key market
segments.

As the result of operational and administrative changes, the
Company expects to incur restructuring charges of between
$2.0 million and $3.0 million related to a layoff of approximately
150 employees, and relocation and transition costs during the
third and fourth quarters.  Also, the Company settled a claim in
its favour for $1.9 million, related to a four-year dispute over
obsolete inventory with a former customer.  This will be recorded
in the Company's third quarter statement of income.  Separately,
SMTC is concluding a settlement of a three year old building lease
dispute involving the payment of $750,000 over an eighteen month
period.  This will result in a favourable adjustment of
approximately $1.7 million, to a previously recorded restructuring
provision, to be recorded in this fiscal year.

Mr. John E. Caldwell, President and Chief Executive Officer
commented "SMTC's transformation plan remains on track.  The
changes announced are important steps towards sustaining
profitability, enhancing competitiveness and providing current and
prospective customers with greater value and attention."

The Company does not expect the restructuring charges and
recoveries to impact our revenue and earnings guidance and expects
to continue to be profitable in the third and fourth quarters.
Revenue for the year likely will be near the bottom of the range
of previously announced guidance of $250 to $260 million.

SMTC Corporation provides advanced electronic manufacturing
services globally. The Company's electronics manufacturing,
technology and design centers are located in Appleton, Wisconsin;
Boston, Massachusetts; San Jose, California; Toronto, Canada; and
Chihuahua, Mexico with a third party facility in Chang An, China.
SMTC offers technology companies and electronics OEMs a full range
of value-added services.  SMTC supports the needs of a growing,
diversified OEM customer base primarily within the industrial,
networking, communications and computing markets.  SMTC is a
public company incorporated in Delaware with its shares traded on
the Nasdaq National Market System under the symbol SMTX and on The
Toronto Stock Exchange under the symbol SMX.  Visit SMTC's web
site, http://www.smtc.com/,for more information about the
Company.

                         *     *     *

As reported in the Troubled Company Reporter on April 8, SMTC
Corporation filed its annual report on Form 10-K with the United
States Securities and Exchange Commission on March 30, 2004. In
response to a recent Nasdaq requirement, SMTC announced that the
Auditors' Report, included in the Company's Annual Report on Form
10-K, included an unqualified audit opinion with an explanatory
paragraph related to uncertainties about the Company's ability to
continue as a going concern, based upon the Company's historical
financial performance and the classification of its long-term debt
as a current liability at December 31, 2003, due to its maturity
on October 1, 2004.

The going concern issue is expected to be resolved as a result of
the series of recapitalization transactions, as announced on
February 17, 2004, which addressed the nearing maturity of the
debt.  On March 4, 2004, the Company closed an equity private
placement into escrow for net proceeds of Cdn$37 million.  The
private placement and other components of the recapitalization
transactions are subject to stockholder approval.  The Company
expects to seek approval for those transactions at the Annual
Meeting in May 2004.  Separately, SMTC is addressing its financial
performance by the implementation of a multi-phased turnaround
plan.  The operational restructuring phase has been completed,
resulting in alignment ofcosts with expected revenue.  Further
phases of the turnaround plan are underway that are designed to
improve revenue and earnings going forward.


SMTC CORP: Will Effect One-For-Five Reverse Stock Split Today
-------------------------------------------------------------
SMTC Corporation (Nasdaq: SMTX) will be filing with the Delaware
Secretary of State an amendment to the Company's charter to effect
a one-for-five reverse stock split of its outstanding shares of
common stock.  The amendment was approved by stockholders at the
Company's Annual Meeting held on May 20, 2004, and the reverse
stock split became effective at 12:01 A.M. (Eastern Time) today,
October 4, 2004.  The Company expects that its common stock will
begin trading on a post-split basis today under the temporary
trading symbol "SMTXD" for approximately 20 trading days before
reverting to "SMTX" on November 1, 2004.

As a result of the reverse stock split, approximately 38.8 million
of the Company's outstanding shares will be reduced to
approximately 7.8 million shares.  In addition, the number of
authorized shares of common stock will be reduced from 130 million
to 26 million shares.  The Company will pay cash in lieu of
issuing any fractional shares that would otherwise be issuable to
its stockholders of record as a result of the split.  The
Company's transfer agent, Mellon Investor Services LLC, will serve
as the exchange agent to implement the split and will notify
record holders of the procedures to exchange their stock
certificates.  Stockholders holding shares of common stock in
brokerage accounts or in street name will not be required to take
any further action to effect the exchange of their stock
certificates.

SMTC's subsidiary, SMTC Manufacturing Corporation of Canada, will
implement a one-for-five reverse stock split of its outstanding
exchangeable shares effective as of October 4, 2004 so that one
exchangeable share will continue to be exchangeable for one share
of common stock following the reverse stock split.

SMTC Corporation provides advanced electronic manufacturing
services.  The Company's electronics manufacturing, technology and
design centers are located in Appleton, Wisconsin; Boston,
Massachusetts; San Jose, California; Toronto, Canada; and
Chihuahua, Mexico with a third party facility in Chang An, China.
SMTC offers technology companies and electronics OEMs a full range
of value-added services.  SMTC supports the needs of a growing,
diversified OEM customer base primarily within the industrial,
networking, communications and computing markets.  SMTC is a
public company incorporated in Delaware with its shares traded on
the Nasdaq National Market System under the symbol SMTX and on The
Toronto Stock Exchange under the symbol SMX.  Visit SMTC's web
site, http://www.smtc.com/,for more information about the
Company.

                         *     *     *

As reported in the Troubled Company Reporter on April 8, SMTC
Corporation filed its annual report on Form 10-K with the United
States Securities and Exchange Commission on March 30, 2004. In
response to a recent Nasdaq requirement, SMTC announced that the
Auditors' Report, included in the Company's Annual Report on Form
10-K, included an unqualified audit opinion with an explanatory
paragraph related to uncertainties about the Company's ability to
continue as a going concern, based upon the Company's historical
financial performance and the classification of its long-term debt
as a current liability at December 31, 2003, due to its maturity
on October 1, 2004.

The going concern issue is expected to be resolved as a result of
the series of recapitalization transactions, as announced on
February 17, 2004, which addressed the nearing maturity of the
debt.  On March 4, 2004, the Company closed an equity private
placement into escrow for net proceeds of Cdn$37 million.  The
private placement and other components of the recapitalization
transactions are subject to stockholder approval.  The Company
expects to seek approval for those transactions at the Annual
Meeting in May 2004.  Separately, SMTC is addressing its financial
performance by the implementation of a multi-phased turnaround
plan.  The operational restructuring phase has been completed,
resulting in alignment ofcosts with expected revenue.  Further
phases of the turnaround plan are underway that are designed to
improve revenue and earnings going forward.


SOUTHERN STATES: S&P Places B Rating on Planned $100M Senior Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
supply and marketing cooperative Southern States Cooperative
Inc.'s proposed $100 million senior unsecured notes due 2012.  At
the same time, Standard & Poor's assigned its 'B+' corporate
credit rating.  The senior unsecured rating is notched down from
the corporate credit rating because of the amount of secured debt,
which will likely be drawn during periods of peak working capital
usage.  The cooperative is currently negotiating a proposed
$165 million asset backed revolving credit facility that will be
unrated.

Proceeds from these issues will be used to refinance the company's
existing senior credit facilities, repay certain other term debt,
to terminate its interest rate swap agreements, and for general
corporate purposes. The ratings are subject to review of final
documentation.

The outlook is negative.  Pro forma for the refinancing, total
rated debt on Richmond, Virginia-based Southern States is about
$100 million.  The ratings on Southern States reflect:

   (1) the inherent cyclical nature and seasonality of the
       cooperative's agricultural-based businesses,

   (2) low-margins,

   (3) fairly high debt levels,

   (4) recent financial difficulties, and

   (5) modest discretionary cash flow.

These factors are somewhat mitigated by the cooperative's position
as a leading regional supply and marketing cooperative on the East
Coast of the U.S. and a modest debt maturity schedule.

"We expect that Southern States will maintain its positions in its
regional markets.  However, because of the seasonality of revenues
and earnings as well as the vagaries of agribusiness, there will
likely be some volatility in earnings and credit protection
measures," said Standard & Poor's credit analyst Jayne Ross.
Southern States' ability to, on average, maintain credit measures
above the median will be a key factor for the ratings.


SPIEGEL INC: Court Extends Exclusive Plan Filing to January 5
-------------------------------------------------------------
At Spiegel Inc. and its debtor-affiliates' request, Judge
Blackshear further extends their:

    * exclusive period to file a reorganization plan through and
      including January 5, 2005; and

    * exclusive period to solicit acceptances for that plan
      through and including March 8, 2005.

James L. Garrity, Jr., Esq., at Shearman & Sterling, LLP, in New
York, relates that the Debtors have taken significant steps
toward formulating a reorganization plan.  The Debtors have sold
their Spiegel Catalog and Newport News businesses.  The Debtors
have marketed the Eddie Bauer business and have received bids
that they are considering as they work with the Official
Committee of Unsecured Creditors to develop a Chapter 11 exit
strategy.

Mr. Garrity notes that although significant progress has been
made, much work remains to be done.  For instance, it is
currently contemplated that it would not be prudent to negotiate
a plan absent further progress with respect to the potential sale
of the Eddie Bauer business.  Therefore, the extension of the
Exclusive Periods is necessary to allow the Debtors sufficient
time to negotiate and prepare a viable plan.

Mr. Garrity believes that the extension of the Exclusive Periods
will not harm the creditors but rather maximize the value of the
Debtors' estates for the benefit of their creditors and other
stakeholders.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
1,706,761,176 in debts. (Spiegel Bankruptcy News, Issue No. 32;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SR TELECOM: Robert E. Lamoureux Joins Board of Directors
--------------------------------------------------------
SR Telecom(TM), Inc., (TSX: SRX; Nasdaq: SRXA) reported that Mr.
Robert E. Lamoureux has been elected to its Board of Directors.

"Mr. Lamoureux brings an extraordinary set of skills to our
Board", said Lionel Hurtubise, Chairman of SR Telecom's Board of
Directors.  "Bob extensive background in a range of financial
services disciplines, as well as audit and corporate governance
practice adds an important dimension to our team.  His expertise
will serve us very well as we drive the Company towards
profitability and extend our presence in the global broadband
fixed wireless marketplace."

Mr. Lamoureux's business career includes over three decades with
PricewaterhouseCoopers, where he was appointed partner in 1981.
During his tenure, Mr. Lamoureux was engagement partner on a
number of Canada's major corporations in both the manufacturing
and financial services industries.  He also led the firm's
Financial Services Internal Audit practice, and initiated and led
PricewaterhouseCoopers' national corporate governance practice.
In 2001, Mr. Lamoureux joined the Institute of Corporate Directors
-- ICD, where he is currently a director, Chair of the Ontario
Chapter and a member of its Communications and Membership
committees.  He is also Lead Director, Chair of the Audit
Committee and a member of the Nomination and Governance Committee
of Royal Group Technologies Ltd.

SR Telecom  (TSX: SRX, Nasdaq: SRXA) provides Broadband Fixed
Wireless Access (BFWA) technology, which links end-users to
networks using wireless transmissions.  For over two decades, the
Company's products and solutions have been used by carriers and
service providers to deliver advanced, robust and efficient
telecommunications services to both urban and remote areas around
the globe.  SR Telecom's products have been deployed in over
120 countries, connecting nearly two million people.

The Company's unrivalled portfolio of BFWA products enables its
growing customer base to offer carrier-class voice, broadband data
and high-speed Internet services.  Its turnkey solutions include
equipment, network planning, project management, installation and
maintenance.

SR Telecom is an active member of WiMAX Forum, a cooperative
industry initiative, which promotes the deployment of broadband
wireless access networks by using a global standard and certifying
interoperability of products and technologies.

                         *     *     *

As reported in the Troubled Company Reporter on May 5, 2004,
Standard & Poor's Ratings Services lowered its long-term corporate
credit and senior unsecured debt ratings on SR Telecom, Inc., to
'CCC' from 'CCC+'.  The outlook is negative.

"The ratings action reflects continued poor operating performance
and material negative free operating cash flow in 2003, and
follows the company's announcement that it plans to undertake
additional restructuring of its operations," said Standard &
Poor's credit analyst Michelle Aubin.

The negative outlook reflects the possibility that the ratings on
SR Telecom could be lowered further if the company's operating
performance and liquidity position do not improve.


SUMMIT WASATCH: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Summit Wasatch, LLC
        111 West Main
        Tremonton, Utah 84337

Bankruptcy Case No.: 04-35773

Chapter 11 Petition Date: September 28, 2004

Court: District of Utah (Salt Lake City)

Debtor's Counsel: Howard P. Johnson, Esq.
                  352 East 900 South
                  Salt Lake City, UT 84111
                  Tel: 801-359-7987

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20-Largest Creditors.


SYDRAN GROUP: Selling 200+ Burger King Restaurants to Cerberus
--------------------------------------------------------------
The Sydran Group and its affiliates have entered into a definitive
Asset Purchase Agreement to sell their 226 BURGER KING(R)
restaurants to Strategic Restaurants Acquisition Corp., an
affiliate of Cerberus California, Inc. The Sydran Group operates
BURGER KING(R) restaurants in Alabama, Arkansas, California,
Florida, Kansas City, Louisiana, and Mississippi. The transaction,
which has the support of Burger King Corporation, will be
implemented through a Chapter 11 case that was filed late Friday.
Operations will continue without interruption.

Jerry Comstock, Chief Executive Officer of Strategic Restaurants,
brings 30 years of experience in the food service and retail
industries to this acquisition. "I am very excited about my
affiliation with the BURGER KING(R) and WHOPPER(R) brands. Our
goal is to marry the significant size and talent base in this
franchise group with our financial resources to provide great
service to our guests and value to our shareholders." Comstock
adds, "BURGER KING restaurants have for years served the best-
tasting burgers in the industry. The combination of new menu items
with the gold standard of burgers, the WHOPPER sandwich, makes for
an unbeatable dining experience that caters to every member of the
family. We couldn't be happier about joining forces with the team
at Burger King Corporation and the former Sydran team."

Sydran Group's President and Chief Executive Officer, Matthew
Schoenberg, is pleased about the announced purchase agreement.
"The agreement with Strategic Restaurants represents the
culmination of a four-year restructuring effort with our major
lenders and a year-long process to find a buyer for the company.
We have found the right buyer in Strategic Restaurants and the
right operator in Jerry Comstock. This agreement will strengthen
and maximize the value of the business and best serves the
interests of our employees and business partners and gives Burger
King Corporation and our customers a strong and proven operator
for the future. Our commitment to our customers, vendors and
employees remain unwavering. We intend to quickly conclude the
deal as the centerpiece of the company's Chapter 11 plan."

"This is an important, positive step for our franchise system, and
we are very pleased to have an experienced leader like Jerry
Comstock to help re- energize these restaurants," said John
Chidsey, President, Burger King, North America. "We are pleased to
have the capability and operating culture of Strategic Restaurants
added to our system, especially given their commitment to invest
much-needed capital into the restaurants. We expect to see
positive results from the reorganization, as we have seen
elsewhere when new franchise partners enter the system."

                    About Burger King Corporation

The BURGER KING(R) system operates more than 11,220 restaurants in
all 50 states and in 60 countries and territories around the
world. Ninety-one percent of BURGER KING restaurants are owned and
operated by independent franchisees, many of them family-owned
operations that have been in business for decades. Burger King
Holdings, Inc., the parent company, is private and independently
owned by an equity sponsor group comprised of Texas Pacific Group,
Bain Capital and Goldman Sachs Capital Partners. In fiscal year
ending June 30, 2003, Burger King Corporation had system-wide
sales of $11.1 billion. To learn more about BURGER KING, please
visit the company's website at http://www.burgerking.com/


TOPS APPLIANCE: Congress Financial Wants DIP Loan Paid Now
----------------------------------------------------------
Congress Financial Corporation will ask the Honorable Donald H.
Steckroth at a hearing on Oct. 12, 2004, to direct Donald V.
Biase, the Chapter 7 Trustee overseeing the chapter 7 liquidation
of Tops Appliance City, Inc., to immediately pay, remit and
turnover $325,000 owed on account of a post-petition secured,
super priority financing arrangement.  Congress extended $1.6
million of DIP Financing to the Debtor after it sought chapter 11
protection and has recovered about $1.2 million to date.

"[T]he Trustee . . . has funds on hand well in excess of the
amount needed pay Congress," the lender's lawyers tell Judge
Steckroth, adding that paying what's owed Congress now will
benefit other creditors by halting the accrual of interest and
other charges.

On June 26, 2000, the Chapter 7 Trustee filed an Adversary
Proceeding against Congress alleging fraudulent and preferential
transfers.  The Bankruptcy Court dismissed the Trustee's
complaint on summary judgment.  The District Court affirmed the
dismissal, and the Third Circuit agreed earlier this year.
Because the Trustee's appeals are now exhausted, Congress also
asks the Bankruptcy Court to formally close Adversary Proceeding
No. 00-3460.

Stanley Lane, Esq., at Otterbourg, Steindler, Houston & Rosen,
P.C., and Joseph H. Lemkin, Esq., at Duane Morris LLP, represent
Congress Financial in this matter.

Tops Appliance City, Inc., was a retailer of home appliances, air
conditioners, housewares, and kitchen cabinetry, operating eight
stores in New York and New Jersey and generating nearly $80
million in annual revenue. Tops filed for Chapter 11 protection
on February 2, 2000 (Bankr. D. N.J. Case No. 00-30924). Cole,
Schotz, Meisel, Forman & Leonard, P.A. of Hackensack, New Jersey,
represented Tops.  On April 17, 2000, the chapter 11 case
converted to a chapter 7 liquidation.  Hilco Trading Co., Inc.,
and Garcel, Inc., teamed-up to liquidate the Debtor's inventory.
Richard B. Honig, Esq., at Hellering Lindeman Goldstein & Siegal
LLP in Newark, represent the Chapter 7 Trustee.


UAL CORP: Court Extends Exclusive Right to File Plan Until Nov. 1
-----------------------------------------------------------------
Judge Wedoff extends UAL Corporation and its debtor-affiliates'
period within which they have the exclusive right to file a
Plan until November 1, 2004.  The period within which the Debtors
have the exclusive period to solicit acceptances for the plan is
extended until Dec. 31, 2004.  The Court will again consider the
Debtors' request at the October 15, 2004, hearing.

                      ALPA Supports Extension

The United Chapter of the Air Line Pilots Association] supported a
30-day extension for the Company to propose a workable
restructuring plan for United.  We expect the
Company to take advantage of this grace period to address in a
sincere and productive manner the serious issues confronting the
pilots.

     "At the same time, it must be said that the United pilots
are growing increasingly concerned that the Company's current
management team may not be able to craft a bankruptcy exit that
preserves a strong, profitable enterprise.  We will need the
answer to this question during the next several weeks or we will
be compelled to explore other solutions."

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


UAL CORP: Objects to Chapter 11 Trustee Appointment
---------------------------------------------------
As previously reported, the International Association of
Machinists and Aerospace Workers asked Judge Wedoff of the U.S.
Bankruptcy Court for the Northern District of Illinois to appoint
a Chapter 11 trustee of the cases of United Airlines, Inc., and
its debtor-affiliates.

"The actions taken by the Debtors' management constitute gross
mismanagement of the Debtors and a breach of management's
fiduciary duties to the estates and creditors, and warrant the
immediate appointment of a Chapter 11 trustee," Sharon L. Levine,
Esq., at Lowenstein Sandler, in Roseland, New Jersey, says.

The Association of Flight Attendants-CWA, AFL-CIO, agrees with
the International Association of Machinists that a Chapter 11
trustee must be appointed in UAL Corp. and its debtor-affiliates'
cases.

In addition to the breaches of fiduciary duty highlighted by the
IAM, the AFA identified "numerous examples of the Debtors' gross
mismanagement, as well as incompetence and dishonesty."

                         Debtors Object

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,
Illinois, tells Judge Wedoff that the International Association
of Machinists' request to appoint a Chapter 11 trustee is "part
of a campaign it is waging to force senior management to flinch
from the critical remaining question in United's reorganization:
whether the fervent desire of the Company to maintain its defined
benefit pension plans remains compatible with the imperative of
creating a financeable business plan and a viable plan of
reorganization."  The Request is simply another tactic by the IAM
to disrupt the Debtors' proceedings through provocative public
statements and "a hornet's nest of litigation."

Mr. Sprayregen reiterates that no final decision on the pension
plans has been made.  But the IAM's Request, like the IAM's other
intrusive efforts, is designed to prevent the Debtors' management
from considering the hard questions that their enormous pension
liabilities pose.  At previous junctures in past, these pressure
tactics forced the Debtors to take the path of least resistance,
rather than face difficult and unpleasant realities.  However,
avoidance of hard choices is no longer an option.  Given the
Debtors' current situation, "the path of least resistance is a
dead-end street."

Mr. Sprayregen notes that the IAM is eager to point out the
Debtors' shortcomings in these proceedings.  However, this stance
ignores the Debtors' significant accomplishments, for example, in
increased on-time performance, reduced passenger complaints and
lower incidents of mishandled baggage.  Most important, the
Debtors have stanched the red ink that swept them into bankruptcy
in 2002, reducing losses from $1,970,000,000 for the first half
of 2003, to a loss of $706,000,000 for the same period in 2004.
The Debtors have generated positive cash flow from operations for
nine of the last 12 months, net of restructuring and other non-
operational expenses.

Mr. Sprayregen contends that the IAM's Request is dismissible
when viewed in isolation.  The IAM has not come close to climbing
the evidentiary mountain necessary to warrant the extraordinary
remedy of a trustee.  Rather, the Request is a scattershot of
unrelated facts, including irrelevant facts, outright
misstatements and conclusory pronouncements untethered to
specific examples or relevant case law.  There is no way the
Bankruptcy Court can find that the Debtors' managers have
demonstrated the extreme and egregious conduct required to
support a trustee appointment.

Mr. Sprayregen also asserts that the Association of Flight
Attendants' Joinder is an attempted act of retribution against
the Debtors for "speaking truthfully and acting responsibly" on
the pension plan issue.  Like the IAM, the AFA wants the
Bankruptcy Court to declare the pension plans untouchable.  In
essence, the AFA wants the Debtors to enter into a permanent
state of denial about the multi-billion dollar pension liability.

The AFA's Joinder is defective because it does not address the
issues that are pertinent to appointment of a trustee.  The AFA
acts as if a trustee will exert control over an uncontrollable
issue -- the pension plans in relation to the Debtors' financial
state.  Mr. Sprayregen reminds the Court that any trustee will
have a broader responsibility than restoring pension
contributions to the underfunded plans.  In other words, the
AFA's efforts are misguided because the appointment of a trustee
will not solve their primary complaint.

At this point, the Debtors are formulating a viable business plan
that will confront the legacy pension obligations head on.
Termination and replacement of the pension plans will probably be
necessary to procure exit financing.  If all efforts involved in
formulating this business plan generate an alternative to pension
plan termination and replacement, no one will be more pleased
than the Debtors' managers, many of whom stand to lose a great
deal in the event of pension plan termination.

The Debtors' management has not been perfect or infallible.
However, throughout this restructuring, the Debtors have been
competently and professionally run.  Decisions have been made in
a rational and transparent manner and the Board of Directors has
been functioning admirably.  There are no grounds for supplanting
this management team under any interpretation of the Bankruptcy
Code.

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


ULTRA MOTORCYCLE: Trustee Selling a Bike for Pennies on the Dollar
------------------------------------------------------------------
The chapter 7 trustee overseeing the liquidation of Ultra
Motorcycle Co.'s estate will take bids on Oct. 20, 2004, for a
2001 Titanium I Model motorcycle manufactured by the Debtor.  The
Trustee says the value of the bike is $24,500.  John Russell, the
current title holder, says the value of the cycle is $13,500.
These values are stated as of the time the motorcycle was,
according to the Trustee's allegations in Adversary Proceeding No.
03-01393, fraudulently conveyed to Mr. Russell or the transfer
constituted an avoidable preference.  To settle the Adversary
Proceeding, the Trustee and Mr. Russell have agreed to auction the
motorcycle.   Mr. Russell has offered $3,500, subject to higher
and better offers.

Photos of the motorcycle and detailed bidding procedures are
posted at:

     http://clients.bbklaw.net/bankruptcy/bksales.cfm

On Oct. 20, 2004, the Trustee will take bids at an auction in his
office in Riverside, Calif.  The motorcycle is currently in Mr.
Russell's possession in South Salem, New York.  The Trustee will
start the bidding at $3,500 and accept higher and better bids in
$100 increments.

Ultra Motorcycle Co. was a leading designer, manufacturer and
distributor of high-quality, American-made heavyweight cruiser
motorcycles. As previously reported in the Troubled Company
Reporter, the company filed for chapter 11 protection in 2001
(Bankr. C.D. Calif. Case No. RS01-18794 MG) when its secured
creditor, Finova Mezzanine Capital Inc., threatened a foreclosure
sale. The chapter 11 filing halted the foreclosure. The case,
however, converted to a chapter 7 liquidation proceeding in Nov.
2001. Robert S. Whitmore in Riverside, Calif. (Telephone 909-267-
9292), serves as the Chapter 7 Trustee.  Franklin C. Adams, Esq.,
at Best Best & Krieger LLP, serves as counsel to the Chapter 7
Trustee.  SJS Entertainment Corp. purchased substantially all of
Ultra's operating assets.


WESTERN REFINING: S&P Affirms B+ Corp. Rating & Lifts CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on privately held independent petroleum refiner
Western Refining Company L.P.  The ratings were removed from
CreditWatch, where they were placed on September 1, 2004,
following Western's announcement that it sold the Kaston Pipeline
Company to Kinder Morgan Energy Partners L.P. for about
$100 million.  The outlook is stable.

After the sale, El Paso, Texas-based Western Refining's total debt
is $60 million.

Although Western Refining made good progress on reducing its debt
burden (pro forma debt to capital is about 27%, down from roughly
50% last year), Standard & Poor's is affirming the current ratings
as Western's desire to expand its refining base and history of
funding acquisitions using mostly debt increases the probability
that leverage will increase over the medium term.

"Because total debt peaked at $125 million after the September
2003 acquisition of ChevronTexaco's North Refinery, Western has
reduced debt by about $65 million, including $27 million of debt
reduction from the pipeline sale," said Standard & Poor's credit
analyst Steven Nocar.

The ratings on Western reflect its position as a small,
independent petroleum refiner operating in a very competitive,
erratically profitable, and capital-intensive industry.  This
weakness is mitigated by relatively profitable operations
supported by Western's rather attractive geographic niche and its
improved capital structure.

The stable outlook reflects the expectation that the company will
manage its growth plans in a manner that does not significantly
increase debt leverage above its historical peak (about 50%),
maintain adequate liquidity, and that clean fuels spending and
other capital spending requirements will be funded internally.  If
Western continues to operate with similar or lower debt leverage
for a protracted period, the ratings may be revaluated.


Z-TEL TECH: Begins Exchange Offer for Outstanding Preferred Stock
-----------------------------------------------------------------
Z-Tel Technologies, Inc. (Nasdaq:ZTEL), parent company of Z-Tel
Communications, Inc., a leading provider of enhanced wireline and
broadband telecommunications services, has commenced an offer to
exchange shares of its common stock for all of its outstanding
classes and shares of preferred stock.

Z-Tel has offered to exchange its three outstanding series of
convertible preferred stock as follows:

   -- for its Series D Convertible Preferred Stock, which as of
      September 27, 2004 3,976,723 shares with a liquidation
      preference of $16.55 per share and a conversion price of
      $8.47 per share were outstanding, to exchange 25.69030
      shares of its common stock, for each share of its Series D
      Preferred Stock (representing an exchange price of
      approximately $0.644 per share);

   -- for its 8% Convertible Preferred Stock, Series E, which as
      of September 27, 2004 4,166,667 shares with a liquidation
      preference of $16.26 per share and a conversion price of
      $8.08 per share were outstanding, to exchange 25.24216
      shares of its common stock, for each share of its Series E
      Preferred Stock (representing an exchange price of
      approximately $0.644 per share); and

   -- for its 12% Junior Redeemable Convertible Preferred Stock,
      Series G, which as of September 27, 2004 171.214286 shares
      outstanding with had a liquidation preference of $144,974.90
      per share and conversion price of $1.28 per share were
      outstanding, to exchange 161,469.4 shares of its common
      stock, for each share of its Series G Preferred Stock
      (representing an exchange price of approximately $0.898 per
      share).

If all of the holders of the outstanding preferred stock elect to
exchange their shares, on a fully diluted basis, the holders of
the Series D Preferred Stock will own approximately 34.0% of Z-
Tel's outstanding common stock, the holders of the Series E
Preferred Stock approximately 35.0%, the holders of the Series G
Preferred Stock approximately 9.2%, the existing holders of the
common stock approximately 13.8% and approximately 8.0% will be
available for issuance under a new management equity incentive
plan.

The 1818 Fund III, L.P., an affiliate of Brown Brothers Harriman &
Co., owns all of the outstanding Series E Preferred Stock and 73%
of the outstanding Series G Preferred Stock and has agreed that it
will exchange all of the Series E Preferred Stock and Series G
Preferred Stock owned by it if substantially all of the Series D
Preferred Stock and the remaining Series G Preferred Stock is also
exchanged by the holders thereof.

The exchange offer by Z-Tel is due to expire at 5:00 p.m., EST, on
October 28, 2004 unless extended or earlier terminated. The
exchange offer is being made in reliance upon the exemption from
registration provided by Section 3(a)(9) of the Securities Act of
1933 and is conditioned upon:

    (i) receipt of the approval of Z-Tel's shareholders of
        certain matters to be voted upon at a special meeting to
        be called by Z-Tel and

   (ii) the tender of all shares of preferred stock owned by The
        1868 Fund III, L.P. The complete terms and conditions of
        the offers are set forth in the Offer to Exchange and
        Letter of Transmittal that is being mailed to holders of
        the preferred stock.

Copies of the Offer to Purchase and Letter of Transmittal may be
obtained from Z-Tel by contacting Andrew L. Graham, the Exchange
and Information Agent for the exchange offer, at (813) 233-4567.
Stockholders are urged to read the Offer to Exchange and Letter of
Transmittal because they contain important information concerning
the exchange offer.

                        About the Company

Z-Tel offers consumers and businesses nationwide enhanced wire
line and broadband telecommunications services. All Z-Tel
products include proprietary services, such as Web-accessible,
voice-activated calling and messaging features, which are designed
to meet customers' communications needs intelligently and
intuitively. Z-Tel is a member of the Cisco Powered Network
Program and makes its services available on a wholesale basis to
other communications and utility companies, including Sprint. For
more information about Z-Tel and its innovative services, visit
http://www.ztel.com/

At June 30, 2004, Z-Tel Technologies' balance sheet showed a
$159,022,000 stockholders' deficit, compared to a $131,019,000
deficit at December 31, 2003.


* BOND PRICING: For the week of October 4 - October 8, 2004
-----------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
American & Foreign Power               5.000%  03/01/30    71
AMR Corp.                              4.500%  02/15/24    63
AMR Corp.                              9.000%  09/15/16    62
Burlington Northern                    3.200%  01/01/45    57
Calpine Corp.                          4.750%  11/15/23    68
Comcast Corp.                          2.000%  10/15/29    43
DEX Media Inc.                         9.000%  11/15/13    73
Inland Fiber                           9.625%  11/15/07    47
Level 3 Comm. Inc.                     2.875%  07/15/10    65
Level 3 Comm. Inc.                    11.250%  03/15/10    72
Missouri Pacific RR                    4.750%  01/01/30    74
National Vision                       12.000%  03/30/09    62
Northern Pacific Railway               3.000%  01/01/47    56
Northwest Airlines                     8.700%  03/15/07    73
Northwest Airlines                    10.500%  04/01/09    74
US West Capital                        6.500%  11/15/18    73
US West Capital Fdg.                   6.875%  07/15/28    72

                          *********

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

                          *********

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

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

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

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
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The TCR subscription rate is $675 for 6 months delivered via e-
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                *** End of Transmission ***