TCR_Public/041005.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Tuesday, October 5, 2004, Vol. 8, No. 215

                          Headlines

ACE AVIATION: S&P Assigns Single-B Corporate Credit Rating
ADELPHIA: Century Gets Court OK to Tap Lazard as Investment Banker
ADVANCE AUTO: S&P Puts BB+ Rating on $670M Sr. Secured Facility
AIR CANADA: Court Grants Permanent Injunction Against US Creditors
AIR CANADA: Gets Court Nod to Discharge Property Registrations

AIR CANADA: Gets Westjet's Consent to Release Documents to Jetsgo
ALAMOSA HOLDINGS: Sets Dividend for Convertible Preferred Stock
ALDERWOODS: Completes Security Plan Sale to Citizens Insurance
AMERICAN RESTAURANT: Files for Chapter 11 Protection in C.D. Cal.
AMERICAN RESTAURANT: Case Summary & 20 Largest Unsecured Creditors

APPLIED EXTRUSION: Amin J. Khoury Retires as Chairman & CEO
BERMITE RECOVERY: Case Summary & 15 Largest Unsecured Creditors
BIOVAIL: Resolves Teva Dispute & Expands Relationship
BLUE MOUNTAIN STEEL: Case Summary & 20 Largest Unsecured Creditors
BREUNERS HOME: U.S. Trustee Picks 7-Member Creditors' Committee

CHASE MANHATTAN: Moody's Cuts Financial Strength Rating to C+
COOPER COMPANIES: S&P Puts BB Rating on Proposed $750M Facility
CSFB MORTGAGE: Fitch Puts BB Rating on Class C-B-4 Certificates
DALLAS AEROSPACE: Case Summary & 2 Largest Unsecured Creditors
DEVLIEG BULLARD: Hires Mesirow Financial as Investment Banker

ECHOSTAR COMMS: Subsidiary Completes Early Redemption of Sr. Notes
ECHOSTAR DBS: Moody's Assigns Ba3 to $1 Bil. Senior Note Issuance
EL PASO CORP: S&P Rating Not Affected by GulfTerra Equity Sale
ENRON CORP: Houston Defendants Say Discovery Protocol Too Coercive
EPIC DATA: Names Paul Blanchet to Board of Directors

FEDERAL-MOGUL: Insurers Want to Nullify Certain Law Firm Ballots
FOOTSTAR INC: Disappointed Over Kmart's Objection to Assume Pact
FORBES MEDI-TECH: KPMG Expresses Going Concern Doubts
FOSTER WHEELER: Adds Four New Directors, Doubling Size of Board
FRIEDMAN'S INC: Key Vendors Agree to Junior Lien Credit Program

GALEY & LORD: Gets Court Nod to Hire Garden City as Claims Agent
GLOBAL DIGITAL: Jerome Artigliere Resigns as President & CEO
GLOBAL DIGITAL: Inks Forbearance Agreement with Laurus Fund
GOPHER STATE: Hires Ravich Meyer as Bankruptcy Counsel
GREAT ATLANTIC: Settles Class Action Suit with 29 Franchisees

HARVEST ENERGY: S&P Puts B- Rating on Planned $200 Million Bonds
HAWAIIAN AIRLINES: Two Plans of Reorganization on the Table
HAWAIIAN AIRLINES: Disclosure Statement Hearing Convenes Today
HOLLINGER: Sr. Noteholders Waive Defaults & OK New $15MM Borrowing
HOLLYWOOD CASINO: Amends Acquisition Pact with Eldorado Resorts

ILLINOIS POWER: Fitch Raises Sr. Debt & Preferred Stock Ratings
ILLINOIS POWER: S&P Raises Corporate Credit Rating From B to A-
INTELLIGROUP INC: Softbank Completes $15MM Major Equity Investment
INTELLIGROUP INC: Releases Disclosure & Internal Control Info
INTERMET CORP: Gets $60 Million DIP Financing Commitment

INTERMET CORP.: Lists of the Debtors' Largest Unsecured Creditors
INTERSTATE BAKERIES: Honors Prepetition Employee Obligations
KAISER: PBGC to Assume Responsibility for Steelworker Pension Plan
KERASOTES SHOWPLACE: S&P Puts B Rating on Planned $300M Facility
LOEHMANN'S CAPITAL: Moody's Junks $35M Sr. Secured Class B Notes

LOGAN PARK CARE: Voluntary Chapter 11 Case Summary
MASTR SEASONED: Fitch Affirms Classes 15-B's Low-B Ratings
MEDIACOM LLC: Moody's Assigns Low-B Ratings on 14 Debt Issues
N-VIRO INT'L: Employs Daniel Haslinger as Manager & Director
NORTHWEST AIRLINES: CEO Richard Anderson Will Depart on Nov. 1

OWENS CORNING: Wants Court Okay on Lexington Lease Pact Amendment
P-COM INC: Secures $5 Million Debenture Funding Commitment
PARMALAT USA: Has Until October 20 to File Chapter 11 Plan
PARMALAT USA: Proposes Supplemental Surplus Asset Sale Procedures
PATHMARK STORES: Inks $250 Million Senior Secured Credit Facility

PETRACOM MEDIA: Plan Confirmation Hearing Convenes Today
PROVIDIAN FIN'L: 4% Convertible Notes Can be Swapped for Shares
RCN CORP: Asks Court to Extend Lease Decision Period to Jan. 17
RELIANCE GROUP: Court Reschedules Confirmation Hearing to Oct. 20
RIVERSIDE: Tolko Asks Court to Nullify Shareholder Rights Plan

RLJ LLC: Case Summary & 20 Largest Unsecured Creditors
SPIEGEL INC: American Port Wins New Hampton Property for $1.8 Mil.
SPORTS CLUB: Engages Stonefield Josephson as New Accountant
ST. ANTHONY'S: S&P Lowers Ratings on $11.4 Million Bonds to BB+
STELCO INC: Plans to Terminate Bargaining Pact Amidst Strike Plans

SUCCESS FACTORY: Case Summary & 20 Largest Unsecured Creditors
TECH LABORATORIES: Strained Liquidity Triggers Going Concern Doubt
TRESTLE HOLDINGS: Losses & Deficits Prompt Going Concern Doubt
TXU CORP: Releases Independent Environmental Study
TXU GAS: Atmos Energy Pays $1.9 Billion Cash in Merger Pact

U.S. CAN: Delayed Quarterly Report Spurs S&P's B Credit Rating
UAL CORP: Judge Wedoff Strikes Informational Brief from Record
UNITED SUBCONTRACTORS: S&P Assigns B+ Facility & Loan Ratings
US AIRWAYS: Mesa Air Group Sr. Management Reduce Salaries by 23%
VANTAGEMED CORP: Partners with DrFirst in Distribution Agreement

VITROTECH CORP: Amends Hi-Tech's Mineral Purchase & Royalty Pacts
WRC MEDIA INC: S&P Lowers Corporate Credit Rating One Notch to B-

* Large Companies with Insolvent Balance Sheets

                          *********

ACE AVIATION: S&P Assigns Single-B Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to Montreal, Quebec-based ACE Aviation
Holdings Inc. and its wholly owned subsidiary, Air Canada.  The
outlook is stable.

"The ratings on ACE reflect the carrier's higher cost structure
relative to its domestic competitors, the structural volatility in
passenger demand, the company's exposure to high fuel prices, and
the reliance on a new business plan to restore profitability,"
said Standard & Poor's credit analyst Kenton Freitag.  "These
concerns are partially offset by good liquidity and its extensive,
well-positioned network," Mr. Freitag added.

ACE has emerged from bankruptcy protection with reasonable
prospects for a lower cost structure, although achieving planned
levels of labor productivity and fuel costs are lingering
concerns.  ACE gained concessions in bankruptcy that will result
in labor savings, reductions in aircraft rent, and reductions in
various other operating costs.  

The carrier has also eliminated a substantial portion of its debt
burden, which should result in lower interest costs.  These
initiatives are expected to narrow the cost gap with domestic low-
cost carriers.  Primary concerns are the airline's ability to
achieve planned levels of labor productivity, which are more
critical to reducing labor costs than wage concessions, and that
fuel costs will not moderate from current levels.

Although ACE is still the dominant carrier in Canada, it faces
strong competitive challenges from low-cost carriers in most of it
domestic markets and increasingly in transborder (U.S.) markets.
In such markets, maintaining yields at levels that are at a
premium to low-cost carriers will be challenging.  

A large part of ACE's strategy is essentially based on maintaining
a higher-yield relative to its competitors through higher
frequency service and a simplified pricing strategy.  Core to
achieving these goals is higher use of regional jets; the carrier
is slated to dramatically increase its use of regional jets in the
next three years as a means of offering higher frequency service
while not expanding its capacity.


ADELPHIA: Century Gets Court OK to Tap Lazard as Investment Banker
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern of New York says
Century Communications Corporation, an Adelphia Business
Solutions, Inc. debtor-affiliate, can employ Lazard Freres & Co.,
LLC, as its sole investment banker to provide general
restructuring advice in connection with a possible sale of
Century/ML Cable Venture or any Century/ML interest or subsidiary
division.

As reported in the Troubled Company Reporter on Aug. 5, 2004,
Lazard will:

   -- assist Century Communications in identifying and evaluating
      candidates for a potential Century/ML sale transaction;

   -- advise Century Communications in connection with
      negotiations; and

   -- assist in the consummation of the Century/ML Transaction.

The Century/ML Transaction may take the form of a merger or a sale
of assets or equity securities or other interests.

Lazard and Century Communications agree to this compensation
scheme:

   (a) In the event the Century/ML Transaction involves a sale of
       less than or equal to 55% of the equity in Century/ML,
       Lazard will be paid a $2,000,000 fee.

   (b) In the event that the Transaction involves a sale of more
       than 55% of Century/ML's equity, Lazard will be entitled
       to a fee equal to the applicable percentage of the
       aggregate consideration received in the transaction.

   (c) One-half of any fee payable to Lazard in connection with a
       Century/ML Transaction will be credited against any fees
       subsequently payable pursuant to the Engagement Letter
       between ACOM and Lazard dated June 1, 2002.

   (d) In addition to any fees that may be payable to Lazard and
       regardless of whether any transaction occurs, Century
       Communications will promptly reimburse Lazard for all:

       * reasonable out-of-pocket expenses, including travel
         and lodging, data processing and communications
         charges and courier services; and

       * other reasonable fees and expenses, including
         expenses of counsel, if any.

Century Communications Corporation filed for Chapter 11 protection
on June 10, 2002.  Century's case has been jointly administered to
the proceedings of Adelphia Communications Corporation.  Century
operates cable television services in Colorado, California and
Puerto Rico.  Century is an indirect wholly owned subsidiary of
Adelphia Communications and an affiliate of Adelphia Business
Solutions, Inc.  Lawyers at Willkie, Farr & Gallagher represent
Century.

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

Headquartered in Coudersport, Pa., Adelphia Business Solutions,
Inc., now known as TelCove -- http://www.adelphia-abs.com/-- is a  
leading provider of facilities-based integrated communications
services to businesses, governmental customers, educational end
users and other communications services providers throughout the
United States.  The Company filed for Chapter 11 protection on
March 27, 2002 (Bankr. S.D.N.Y. Case No. 02-11389) and emerged
under a chapter 11 plan on April 7, 2004.  Judy G.Z. Liu, Esq., at
Weil, Gotshal & Manges LLP represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $2,126,334,000 in assets and
$1,654,343,000 in debts.  The Company emerged from bankruptcy on
April 7, 2004.


ADVANCE AUTO: S&P Puts BB+ Rating on $670M Sr. Secured Facility
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Advance
Auto Parts Inc. and Advance Stores Co. Inc.  The corporate credit
rating was raised to 'BB+' from 'BB'.  The outlook is stable.  The
ratings revision reflects the company's improved credit measures
and stable operating performance.

At the same time, Standard & Poor's assigned its 'BB+' bank loan
rating to Advance Stores Co. Inc.'s proposed $670 million senior
secured credit facility.  A recovery rating of '2' was also
assigned to the facility, indicating the expectation for a
substantial (80%-100%) recovery of principal in the event of a
default.

The company anticipates using a majority of the proceeds from its
tranche A and B term loans to refinance around $335 million of
debt under its current term loans, and up to $175 million of
proceeds from a delayed draw facility to repurchase common shares.
The revolver will be used to pay fees and expenses and for other
operational needs.  Pro forma for the transaction, Advance Auto
Parts will have total debt outstanding of $513 million
($1.2 billion including capitalized operating leases).  Credit
measures will remain consistent with the 'BB+' rating level.  Pro
forma for the transaction, lease-adjusted debt to EBITDA will be
in the mid 2x area, and trailing-12-month EBITDA interest coverage
will be in the low 5x area.

"The ratings on Roanoke, Virginia-based Advance Auto Parts Inc.
and its primary operating subsidiary, Advance Stores Co. Inc.,
reflect the company's participation in the competitive automotive
parts retail market and its history of aggressive acquisitions,"
said Standard & Poor's credit analyst Stella Kapur.

"These risks are mitigated by Advance's leading position in the
auto supply retail segment, its improved operating performance and
credit measures over the past few years, and its success in
integrating previous acquisitions," Ms. Kapur adds.

Long-term industry demographics remain favorable, as the average
age of vehicles continues to increase, and light trucks and SUVs,
with their higher average ticket price for parts, represent a
greater percentage of vehicle sales.  However, Standard & Poor's
anticipates a somewhat less favorable near-term environment given
the impact that high gasoline prices may be having on consumers'
spending habits.  

Consumers may be deferring maintenance or passing on purchases of
automobile accessories given the increased costs of gasoline.  
Despite this risk, we believe that Advance Auto will be able to
digest some marginal softness in retail sales while maintaining
credit measures in line with current ratings as it completes its
$200 million share repurchase program.  However, current ratings
do not factor in further significant debt-financed acquisitions in
the next few years.


AIR CANADA: Court Grants Permanent Injunction Against US Creditors
------------------------------------------------------------------
Marc E. Richards, Esq., at Blank Rome, LLP, appeared before Judge
Beatty in the U.S. Bankruptcy Court for the Southern District of
New York to obtain a permanent injunction, enjoining and
restraining U.S. creditors from commencing actions against Air
Canada or its U.S. assets.  Mr. Richards appeared before the U.S.
Court on behalf of Ernst & Young, Inc., in its capacity as the
Foreign Representative of Air Canada.

According to Mr. Richards, a permanent injunction will enable Air
Canada and its successors to carry out the terms of the airline's
Consolidated Plan of Reorganization, Compromise and Arrangement
sanctioned by the Ontario Superior Court of Justice, and prevent
frustration of Air Canada's restructuring effort.

The Plan of Arrangement, Mr. Richards explains, provides, among
other things, for the compromise of all claims against Air Canada
by existing creditors in consideration of a significant amount of
the equity in the reorganized entity, ACE Aviation Holdings Inc.
"To give effect to the terms of the Plan of Arrangement and the
Sanction Order in the United States, it is necessary for the [U.S.
Bankruptcy Court] to convert the Preliminary Injunction currently
in force in these proceedings to a permanent injunction," Mr.
Richards says.

Mr. Richards tells Judge Beatty that the Monitor's request is
designed to grant comity to the Canadian Court and to facilitate
Air Canada's emergence from protection under the Companies'
Creditors Arrangement Act.

Pursuant to the Sanction Order, the Canadian Court orders and
requests:

      "the aid and recognition of any court or any judicial,
      regulatory or administrative body in any province or
      territory of Canada . . . and the Federal Court of Canada
      and any judicial, regulatory or administrative tribunal or
      other court or any judicial, regulatory or administrative
      body of the United States of America and the states or other
      subdivisions of the United States of America and of any
      other nation or state to act in aid of and to be
      complementary to this Court in carrying out the terms of
      this order."

            Judge Beatty Grants Permanent Injunction

Judge Beatty finds that the entry of a permanent injunction in the
United States against U.S. creditors is consistent with the
relevant factors set forth in Section 304 of the Bankruptcy Code.   
Accordingly, Judge Beatty gives the Plan of Arrangement and the
Sanction Order full force and effect in the United States and
elsewhere within the jurisdiction of the U.S. Court, and with
regard to all parties subject to the U.S. Court's jurisdiction.
Judge Beatty rules that the Plan of Arrangement and the Sanction
Order will be binding on and enforceable against Air Canada's
creditors and all other relevant parties.

On the Implementation Date of the Plan, each Affected Unsecured
Claim will be settled, compromised and released in accordance with
the Plan of Arrangement, and the ability of an Affected Unsecured
Creditor to proceed against Air Canada in respect of an Affected
Unsecured Claim will be forever discharged and restrained.  All
proceedings with respect to Affected Unsecured Claims are
permanently stayed, subject only to the right of the Affected
Unsecured Creditors to receive distributions in accordance with
the Plan of Arrangement.

A Creditor that did not receive a notice of the claims process
established by the Claims Orders issued by the CCAA Court or file
a Proof of Claim in accordance with the provisions of the Claims
Orders is forever barred from making any claim against Air Canada.  
That Creditor will not be entitled to any distribution under the
Plan of Arrangement, and the claim is forever extinguished.

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.

On September 30, 2004, Air Canada successfully completed its
restructuring process and implemented its Plan of Arrangement.  
The airline exited from CCAA protection raising $1.1 billion of
new equity capital and, as of September 30, has approximately
$1.9 billion of cash on hand. (Air Canada Bankruptcy News, Issue
No. 50; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AIR CANADA: Gets Court Nod to Discharge Property Registrations
--------------------------------------------------------------
The Ontario Superior Court of Justice:

   (1) gave Air Canada authority to take actions and execute and
       file discharges, financing change statements and other
       documents as necessary, on the behalf of the registrants of
       certain dischargeable registrations.  As the authorized
       signing authority, the Applicants can discharge each of the
       Dischargeable Registrations.

   (2) directed the Registrar of the RPMRR or the supervising body
       of each applicable registry to accept the documents for
       filing and registration purposes.

   (3) found that effective as at the Implementation Time of their
       Plan of Reorganization, Compromise and Arrangement, the
       financing statements registered with respect to the
       Dischargeable Registrations are null and void.

As reported in the Troubled Company Reporter on Sept. 9, 2004, Air
Canada's four global restructuring agreements with General
Electric Capital Corporation and certain of its affiliates provide
for a $681,000,000 exit facility upon the Applicants' emergence
from bankruptcy.

The Exit Facility will be secured against substantially all of the
assets of the Applicants, ACE Aviation Holdings, Inc., and ACE's
other subsidiaries.  Pursuant to the parties' term sheet, all of
the Applicants' obligations under any agreement with, or for the
benefit of, GE Capital, including the Exit Facility, are to be
secured by a first priority security interest on all of the
existing and after acquired property of the Applicants, other than
leased assets, assets financed by other parties, and certain other
excluded property.

Under the Exit Facility, GE Capital requires the Applicants to
represent and warrant that there are no registrations registered
against the Applicants, which do not relate to valid security
interest.  In addition, as part of their cost reduction program,
the Applicants negotiated with their lessor and secured creditors
to reduce the number of jurisdictions in which the Applicants are
required to maintain security registrations.  The Applicants are
attempting to "clean up" the personal property registers in each
of the Canadian provinces and territories, including the Registrar
of the Register of Personal and Movable Real Rights of the
Province of Quebec, and the District of Columbia by removing any
registration that is not properly registered there or that is no
longer required to be registered there.

The Applicants, through their counsel, Bennett Jones, LLP, and
Stikeman Elliott, LLP, conducted name searches of the personal
property registry of each Canadian province and territory,
including the RPMRR in Quebec, and the District of Columbia for
personal property security registrations against each of the
Applicants.  The Applicants and their counsel determined whether
each registration was properly registered and should be
maintained.  Each registration determined not to relate to a valid
security interest or which was deemed to be no longer required was
categorized into one of six categories:

   (1) Underlying lease or financing paid out, terminated or
       expired;

   (2) Underlying lease or financing restructured and new filings
       have been done with respect to the restructured lease or
       financing in agreed jurisdictions;

   (3) Air Canada is no longer required to maintain registrations
       in this jurisdiction but security interest still valid and
       perfected in other designated jurisdictions. Discharges
       authorized by secured party;

   (4) Air Canada is no longer required to maintain registrations
       in this jurisdiction but security interest still valid and
       perfected in other designated jurisdictions;

   (5) Unable to verify status of underlying lease or financing
       -- will require secured party to confirm that
       registrations still needed upon being served with
       materials; and

   (6) Registration made in contravention with Initial CCAA
       Order.

The determination of whether a particular registration was a
Dischargeable Registration was based on a review of the relevant
Applicant's obligation with respect to the collateral, the
collateral description set out in the registration and, in some
cases, information from the registrant itself.  No determination
was made as to whether any action is required in the case of
registrations filed in favor of GE Canada Finance Holding Company
and General Electric Capital Canada, Inc.

On August 25, 2004, Bennett Jones sent a detailed letter to the
known registrant of each of the Dischargeable Registrations to
inform the registrant, among others, that the registration did not
relate to a valid security interest or was no longer required.  In
effect, the letter seeks confirmation of the nature and status of
a registration from the registrant.  The letter asks the
registrant to authorize and consent to the discharge of its
registration.

Black-lined copies of the lists of the Dischargeable
Registrations are available at no charge at:

http://bankrupt.com/misc/dischargeable_registrations_other_provinces.DOC

                           -- and --

  http://bankrupt.com/misc/dischargeable_registrations_Quebec_RPMRR.DOC

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.

On September 30, 2004, Air Canada successfully completed its
restructuring process and implemented its Plan of Arrangement.  
The airline exited from CCAA protection raising $1.1 billion of
new equity capital and, as of September 30, has approximately
$1.9 billion of cash on hand. (Air Canada Bankruptcy News, Issue
No. 49; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AIR CANADA: Gets Westjet's Consent to Release Documents to Jetsgo
-----------------------------------------------------------------
WestJet Airlines and co-founder Mark Hill have given their consent
to Air Canada, enabling the airline to provide certain documents
in Air Canada's possession to Jetsgo, as requested by Jetsgo
President and CEO Michel Leblanc on September 13, 2004.

The documents were recovered from the garbage or recycling of Mr.
Hill by investigators retained by Air Canada in its investigation
of WestJet.  Included is a document identified in court filings
as, "Jetsgo November 2003 Summary of Domestic Load Factors."

Air Canada agreed to release the documents pending approval from
WestJet and Hill.  As a result of their consent, Air Canada has
now provided the documents to Jetsgo's counsel.

"We have just received the documents and will study them in order
to determine the appropriate course of action," said Leblanc.  "We
appreciate the timely consent from WestJet and Mr. Hill
facilitating the release of the documents and we thank Air Canada
for their cooperation."

Air Canada alleged that WestJet and Mr. Hill improperly accessed
an employee travel Web site, which contained confidential
information for use by current and former Air Canada employees and
retirees.  That Web site, according to Air Canada, contained
confidential information about its passenger bookings.

As part of an Air Canada investigation, shredded documents
relating to Jetsgo's business were found in the garbage or
recycling of Mr. Hill, co-founder and then Vice President of
WestJet.  The documents were reconstructed, and the existence of
the Jetsgo information was made public in Court filings made in
the Air Canada-WestJet proceedings.  The documents themselves were
not filed with the Court by Air Canada, apparently because of
their confidential nature.

In a Sept. 7, letter to Robert Milton, President and CEO of Air
Canada, Mr. Leblanc requested that Air Canada make the documents
available to Jetsgo to assist the company with its investigation
into the nature of the information contained in the recovered
documents.  Air Canada agreed to the request, provided WestJet and
Mr. Hill consented.  Subsequently, Mr. Leblanc wrote to Clive
Beddoe, President and CEO of WestJet, on Sept. 13, requesting
cooperation in making the documents available.

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.

On September 30, 2004, Air Canada successfully completed its
restructuring process and implemented its Plan of Arrangement.  
The airline exited from CCAA protection raising $1.1 billion of
new equity capital and, as of September 30, has approximately
$1.9 billion of cash on hand.


ALAMOSA HOLDINGS: Sets Dividend for Convertible Preferred Stock
---------------------------------------------------------------
Alamosa Holdings, Inc. (NASDAQ/NM: APCS), the largest (based on
number of subscribers) PCS Affiliate of Sprint (NYSE: FON), which
operates the largest all-digital, all-CDMA Third-Generation
wireless network in the United States, said its dividend, record
and ex-dividend dates for its 7.5% Series B Convertible Preferred
stock.

The Company has set a record date of October 19, 2004, for the
dividend payment, with the dividend payable on November 1, 2004,
at an annual rate of 7.5% of the $250 per share liquidation
preference, in respect to the period from August 1, 2004 through
October 31, 2004. The ex-dividend date will be October 15, 2004.

Through July 31, 2008, Alamosa Holdings has the option to pay
dividends on the Series B Convertible Preferred Stock in:

   (1) cash;

   (2) shares of the Alamosa Holdings' Series C convertible
       preferred stock;

   (3) shares of Alamosa Holdings common stock; or

   (4) a combination thereof. The Company's Board of Directors has
       elected to pay the full amount of the dividend in cash.

                        About the Company

Alamosa Holdings, Inc. (CCC+/Developing/--) is the largest PCS
Affiliate of Sprint based on number of subscribers. Alamosa has
the exclusive right to provide digital wireless mobile
communications network services under the Sprint brand name
throughout its designated territory located in Texas, New Mexico,
Oklahoma, Arizona, Colorado, Utah, Wisconsin, Minnesota, Missouri,
Washington, Oregon, Arkansas, Kansas, Illinois and California.
Alamosa's territory includes licensed population of 15.8 million
residents.


ALDERWOODS: Completes Security Plan Sale to Citizens Insurance
--------------------------------------------------------------
Alderwoods Group, Inc.'s (NASDAQ:AWGI) subsidiary Mayflower
National Life Insurance Company completed the sale of all of the
outstanding shares of Security Plan Life Insurance Company to
Citizens Insurance Company of America.

Mayflower received cash proceeds from this sale of $85 million and
Alderwoods Group expects to record a pre-tax gain on the sale of
approximately $16 million in the third quarter of its 2004 fiscal
year.  After payment of applicable taxes and expenses associated
with the transaction and the recapitalization of Mayflower, which
remains subject to regulatory approval, Alderwoods Group expects
to realize net proceeds of approximately $60 million from this
transaction.  The Company plans to use the net proceeds of the
sale to further reduce its outstanding long-term debt.

"We are very pleased to have completed this transaction with
Citizens Insurance Company for our non-strategic life insurance
business," said Paul Houston, President and Chief Executive
Officer of Alderwoods Group. "With the sale of Security Plan Life
Insurance and other assets previously identified for sale, we
continue to make progress on our divestiture program and on our
objective to strengthen Alderwoods' balance sheet."

Houston added, "Having completed the sale of Security Plan Life
Insurance, our wholly owned subsidiary Mayflower will continue to
focus on building its funeral pre-need insurance business."

Alderwoods Group is the second largest operator of funeral homes
and cemeteries in North America, based upon total revenue and
number of locations.  As of June 19, 2004, the Company operated
716 funeral homes, 130 cemeteries and 61 combination funeral home
and cemetery locations throughout North America.  Of the Company's
total locations, 59 funeral homes, 53 cemeteries and four
combination funeral home and cemetery locations were held for
sales as of June 19, 2004.  The Company provides funeral and
cemetery services and products on both an at-need and pre-need
basis.  In support of the pre-need business, the Company operates
insurance subsidiaries that provide customers with a funding
mechanism for the pre-arrangement of funerals.

                         *     *     *

As reported in the Troubled Company Reporter on July 27, 2004,
Standard & Poor's Ratings Services it affirmed its 'B+' corporate
credit rating on the funeral home and cemetery operator Alderwoods
Group, Inc., and assigned its 'B' debt rating to the company's
proposed $200 million senior unsecured notes due in 2012.  At the
same time, Standard & Poor's also assigned its 'BB-' senior
secured bank loan rating and its '1' recovery rating to
Alderwoods' proposed $75 million revolving credit facility, which
matures in 2008, and to its proposed term loan B, which matures in
2009.  The existing term loan had $242 million outstanding at
March 27, 2004, but will be increased in size.  The bank loan
ratings indicate that Standard & Poor's expects a full recovery of
principal in the event of a default, based on an assessment of the
loan collateral package and estimated asset values in a distressed
default scenario.  The company is expected to use the proceeds
from the new financings to redeem $320 million of 12.25% senior
unsecured notes, repay a $25 million subordinated loan, and fund
transaction costs.  As of March 27, 2004, the company had
$614 million of debt outstanding.

The ratings outlook has been revised to positive from stable to
indicate that, in time, the ratings could be raised if Alderwoods
can continue to demonstrate improved operating performance and if
it can sustainably deleverage.  The decline in leverage would give
the company additional financial capacity to weather adverse
competitive factors, such as periodic weaknesses in death rates
and rising consumer preference for lower cost death-care services.

"The low-speculative-grade ratings on funeral and cemetery
services provider Alderwoods Group, Inc., reflect its highly
leveraged financial profile, uncertainties related to the longer
term success of a new business plan, and the company's
vulnerability to periods of business weakness," said Standard &
Poor's credit analyst Jill Unferth.  "These factors are mitigated
by the relatively favorable long-term predictability of the
funeral home and cemetery business."


AMERICAN RESTAURANT: Files for Chapter 11 Protection in C.D. Cal.
-----------------------------------------------------------------
American Restaurant Group, Inc., filed a chapter 11 petition in
the United States Bankruptcy Court for the Central District of
California.

The bankruptcy filing followed the announced agreement reached
between the Company and members of an ad hoc committee of holders
of over 70% of its Secured Notes on the terms of a comprehensive
financial restructuring to be implemented through a pre-negotiated
Plan of Reorganization.

As reported in the Troubled Company Reporter on Sept. 29, the
financial restructuring will substantially deleverage the
Company's balance sheet, allowing American Restaurant to decrease
its funded debt and accrued interest from approximately
$202 million to approximately $23 million, by exchanging
approximately $162 million of Secured Notes, accrued interest, and
various other obligations for approximately 98% of the common
stock of the reorganized Company. Upon completion of the financial
restructuring, American Restaurant's annual cash interest costs
will be reduced by approximately $19 million.

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

Headquartered in Los Altos, California, American Restaurant Group,
Inc., through its subsidiaries operating as Stuart Anderson's,
specializes in U.S.D.A. Choice fresh-cut steak; seasoned, seared,
and slow-roasted prime rib; and a variety of seafood entrees
complete with 'all the fixin's'.  The company and its debtor-
affiliates filed a chapter 11 petition on Sept. 28, 2004 (Bankr.
C.D. Cal. Case No. 04-30732).  Thomas R. Kreller, Esq., at
Milbank, Tweed, Hadley & Mccloy represents the Debtors in their
restructuring efforts.  When the Debtor filed for bankruptcy
protection, it estimated $1 million to $10 million of assets and
more than $100 million in total debts.


AMERICAN RESTAURANT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: American Restaurant Group Inc.
        4410 El Camino Real Suite 201
        Los Altos, California 94022

Bankruptcy Case No.: 04-30732

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      ARG Enterprises Inc.                       04-30734
      ARG Property Management Corp.              04-30736

Type of Business: The Debtor owns and operates more than 90 Stuart
                  Anderson's steakhouse restaurants.
                  See http://www.stuartandersons.com/

Chapter 11 Petition Date: September 28, 2004

Court: Central District of California (Los Angeles)

Judge: Thomas B. Donovan

Debtors' Counsel: Thomas R. Kreller, Esq.
                  Milbank, Tweed, Hadley & Mccloy
                  601 South Figueroa Street 30th Floor
                  Los Angeles, CA 90017
                  Tel: 213-892-4000

                            Estimated Assets     Estimated Debts
                            ----------------     ---------------
American Restaurant Group      $1 M to $10 M    More than $100 M
Inc.
ARG Enterprises Inc.          $10 M to $50 M    More than $100 M
ARG Property Management       $10 M to $50 M    More than $100 M
Corp.

Debtors' 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Indentured Trustee            Notes                 $110,980,000
Bank of New York
101 Barclay st., 8 West
New York, NY 10286

Robert F. Adelman             Lease Reject            $1,252,985
509 West 77th St.
c/o Richfield Plumbing
Richfield, MN 55423

Ed Orr Hertzke Holsteins,     Lease Reject            $1,113,348
Ltd.; West Colorado Square,
Ltd.; and Opera Galleria, LLC
826 9th St., Ste. 200
Orr Land Company
Greeley, CO 80631

Morton Gray                   Lease Reject            $1,069,537
Morton and Christine Gray,
Trustees for the Morton John
Gray and Christine Gray
Family Trust
4700 Foulger Drive
Santa Rosa, CA 95405

Dennis H. Keith               Lease Reject              $983,955
Trustee of the Dennis H.
Keith Living Trust - 1999
No. RLT 99-601M
7460 Margerum Ave.
San Diego

Stacey Bolon (CNL); and       Lease Reject              $884,733
Christoper Tessitore, Esq.
Commercial Net Lease Realty
Services, Inc.
450 South Orange Ave.,
Ste. 900
Orlando, FL 32801

Sharon Nardozza               Lease Reject              $862,571
Brian C. Malk, Trustee of
The Brian C. Malk Trust
3655 Noble Dr., Ste. 650
c/o Midtown Niki Group
San Diego, CA 92122

Jan Lampe                     Lease Reject              $680,001
James J. Lampe & Janet K.
Lampe
101 South Rainbow #28-C201
Las Vegas, NV 98145

Steven W. Humphries           Lease Reject              $654,727
Louise Humphries, Trustee
5540 E. Bay Trail Court
Northwest Properties LLC
Boise, ID 83716

Mike Bostedo, Corp. Trust     Lease Reject              $635,122
Services CMBS, CNL Funding
CNL Funding 2000-A, LP
11000 Broken Land Pkwy.
Wells Fargo Bank Minnesota
Columbia, MD 21044

Mark Holden                   Lease Reject              $571,990
Paradise Village Investment
Company
11411 N. Tatum Blvd.
c/o Westcor Partners
Phoenix, AZ 85028

Orix Real Estate Capital      Landlord                  $177,596
Markets

Frank Newell                  Lease Reject              $175,480

ARG Propertie I, LLC          Landlord                  $171,080

Victoria Ward Ltd.            Landlord                   $37,146

BP Management Inc.            Landlord                   $33,963

Frank and/or Deborah Hsu      Landlord                   $32,817

Oppenheimer Menlo Associates  Landlord                   $30,928

West Valley Partnership       Landlord                   $26,619

Oppenheimer Park Associates   Landlord                   $25,149


APPLIED EXTRUSION: Amin J. Khoury Retires as Chairman & CEO
-----------------------------------------------------------
Applied Extrusion Technologies, Inc. (NASDAQ NMS:AETC) announced
the resignation of Amin J. Khoury as the Company's Chairman of the
Board of Directors and CEO effective upon the consummation of the
Company's previously announced restructuring.

Upon his retirement, Mr. Khoury will be succeeded by David N.
Terhune, who has been the President of AET since 1999 and has led
the Company as its Chief Operating Officer since 1995. In
addition, Mr. Khoury has agreed to provide consulting and advisory
services to the board of directors of the reorganized Company on
terms and conditions to be agreed.

Mr. Khoury commented: "I am pleased to have been able to help
steer the Company through the difficult past year and a half.
David Terhune has worked tirelessly and enthusiastically as the
Company's Chief Operating Officer for the last nine years and I am
pleased that he will be taking on the CEO position. I feel
confident that the Company will emerge from this process
financially strong and wish Mr. Terhune and the Company every
success in the future."

Separately, the Company announced that it would set October 8,
2004 as the record date for voting on, and receipt of
distributions under, its prepackaged chapter 11 plan of
reorganization. The Company expects to commence the solicitation
process at or around the middle of October and to consummate the
restructuring at or around the end of this year or the beginning
of next year. The reorganized Company will become a non-reporting
company pursuant to the U.S. securities laws.

Applied Extrusion Technologies, Inc. is a North American developer
and manufacturer of specialized oriented polypropylene films used
primarily in consumer products labeling and flexible packaging
application.

                          *     *     *

As reported in the Troubled Company Reporter on July 5, 2004,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Applied Extrusion Technologies, Inc., to 'D' from
'CCC'.

Standard & Poor's also lowered its rating on the company's
$275 million 10.75% senior notes due 2011 to 'D' from 'CC'.
The downgrade follows the New Castle, Delaware-based company's
failure to make the $14.8 million interest payment due
July 1, 2004, on its $275 million senior notes.

"In light of very weak operating results, the company obtained an
amendment to financial covenants under its credit agreement for
the third fiscal quarter of 2004. However, the amendment
restricts the company from paying interest due on July 1, 2004, on
its senior notes unless it has excess availability under its
current credit facility of $20 million after giving effect to the
interest payment. Currently, the company would not have the
excess availability required under the amendment to make the
interest payment," said Standard & Poor's credit analyst Liley
Mehta.


BERMITE RECOVERY: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Bermite Recovery, L.L.C.
        3200 North Central Ave., #100
        Phoenix, Arizona 85012

Bankruptcy Case No.: 04-17294

Chapter 11 Petition Date: September 30, 2004

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Alisa C. Lacey, Esq.
                  Stinson Morrison Hecker LLP
                  1850 North Central Avenue #2100
                  Phoenix, AZ 85004
                  Tel: 602-279-1600
                  Fax: 602-240-6925

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 15 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Arthur J. Gallagher & Co.     Trade debt                $485,000
c/o Joseph C. Tixier,
Sr. Counsel
Two Pierce Place
Itasca, IL 60143

Seebach & Seebach             Trade Debt                $231,392
800 Wilshore Blvd., #1020
Los Angeles, CA 90017

Ikon Office Solutions         Trade Debt                 $53,796

Legalink Los Angeles          Trade Debt                 $20,927

A & E Court Reporters         Trade Debt                  $8,138

Agello, Frank P., Esq.        Trade Debt                  $7,740

McCutchen, Doyle, Brown &     Trade Debt                  $6,895
Enersen, LLP

Winter Reporting, Inc.        Trade Debt                  $6,368

Song, Joon Young, Esq.        Trade Debt                  $5,175

William E. Hoffman PC         Trade Debt                  $3,000

California Deposition         Trade Debt                  $1,854
Reporters

The Superior Group            Trade Debt                  $1,373

Corporation Service Company   Trade Debt                  $1,310

Pacific Legal, Inc.           Trade Debt                    $485

Wilson George Court           Trade Debt                    $327
Reporters


BIOVAIL: Resolves Teva Dispute & Expands Relationship
-----------------------------------------------------
Biovail Corporation (NYSE:BVF) (TSX:BVF) and Teva Pharmaceutical
Industries Ltd. (Nasdaq:TEVA) disclosed that the pending
arbitration between the two companies relating to a dispute over
their existing agreement has been amicably resolved in its
entirety, with each side granting a full release to the other in
respect of the subject matter of that arbitration.  In addition,
the companies have expanded their business relationship for
controlled release generic products and active raw materials.  

Under agreements entered into by their respective subsidiaries,
Biovail granted Teva a four-year extension to the ten-year
product-by-product supply terms for each of the currently marketed
products covered by the exclusive marketing and product
development agreement that was originally established in 1997,
granted Teva an option on one additional bioequivalent product
under development by Biovail, and transferred in their entirety
Biovail's product development files and related intellectual
property for two extended release generic products, which Teva
will now continue to develop and ultimately manufacture on its
own. In consideration for these agreements, Teva agreed to make
up-front and milestone based payments and also agreed to an
increase in the gross margin percentage shared with Biovail under
the exclusive marketing agreement for the balance of its extended
term.  

Teva and Biovail affiliates also entered into a long-term API
supply agreement under which Biovail will increase its purchases
for raw material from Teva's API division.  These transactions
confer financial benefits to both parties.  Additional details
were not disclosed.

Mr. Eugene Melnyk, Chairman and CEO of Biovail commented: "Our
arbitration has resulted in an expansion of our relationship with
Teva on different fronts providing mutual benefits to both
parties.  We look forward to continuing our productive
relationship with Teva."

Mr. Israel Makov, CEO of Teva said: "These new agreements allow
both parties to benefit from our mutual strengths and should
provide Teva with the opportunity to further expand its portfolio
of controlled release generic products."

Teva Pharmaceutical Industries Ltd., headquartered in Israel, is
among the top 25 pharmaceutical companies and among the largest
generic pharmaceutical companies in the world. The company
develops, manufactures and markets generic and innovative human
pharmaceuticals and active pharmaceutical ingredients. Close to
90% of Teva's sales are in North America and Europe.

Biovail Corporation is an international full-service
pharmaceutical company, engaged in the formulation, clinical
testing, registration, manufacture, sale and promotion of
pharmaceutical products utilizing advanced drug-delivery
technologies.  For more information about Biovail, visit the
company's Web site at http://www.biovail.com/

                         *     *     *

As reported in the Troubled Company Reporter on March 11, 2004,
Standard & Poor's Ratings Services revised its outlook on the
pharmaceutical company to negative from stable.  At the same time,
S&P affirmed its ratings on Mississauga, Ontario-based Biovail,
including the 'BB+' long-term corporate credit rating. The action
was in response to the company's lower 2004 earnings guidance.


BLUE MOUNTAIN STEEL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Blue Mountain Steel, Inc.
        PO Box 21770
        Carson City, Nevada 89721

Bankruptcy Case No.: 04-52920

Type of Business: The Company specializes in steel foundries,
                  construction metals, steel mills, ornamental
                  glass, metal, and stone, reinforced concrete
                  and anchors, architectural and ornamental
                  metalwork.

Chapter 11 Petition Date: October 1, 2004

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Alan R. Smith, Esq.
                  Law Offices of Alan R. Smith
                  505 Ridge Street
                  Reno, Nevada 89501
                  Tel: (775) 786-4579

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
    ------                    ---------------       ------------
CFI Trust Funds               Employee Benefits-        $495,000
Department 7273               Union Contract
Los Angeles, California 90088

PDM Steel                     Goods and Services        $454,563
PO Box 50430
Sparks, Nevada 89435

K & T Steel Corporation       Goods and Services        $117,531

SMI Joint                     Goods and Services         $71,275

Amico Klemp                   Goods and Services         $69,216

H & E Equipment               Goods and Services         $45,256

Starmark                      Medical Benefits           $40,292

B.T. Mancini. Company, Inc.   Goods and Services         $38,390

Marah USA, Inc.               Insurance Premium          $33,044

Power Fasteners               Goods and Services         $31,457

Orco Construction Supply      Goods and Services         $30,201

Intermountain                 Good and Services          $27,714
Galvanizing, Inc.

Dock West, Inc.               Goods and Services         $27,700

Hodell-Natco                  Goods and Services         $27,604
Industries, Inc.

A-L Sierra Welding Products   Goods and Services         $25,378

Praxair, Inc.                 Goods and Services         $20,456

Hertz Equipment Rental        Goods and Services         $20,188

Silver State Industries       Goods and Services         $20,127

Silver State Steel            Goods and Services         $20,127

Ahern Rentals                 Goods and Services         $17,074


BREUNERS HOME: U.S. Trustee Picks 7-Member Creditors' Committee
---------------------------------------------------------------
The United States Trustee for Region 3 appointed seven creditors
to serve on an Official Committee of Unsecured Creditors in
Brueners Home Furnishings Corp.'s chapter 11 case:

    1. Broyhill Furniture Industries, Inc.
       c/o Furniture Brands International
       Attn: Jerry Lybarger
       101 S. Hanley Road, Ste 1900
       St. Louis, Missouri
       Phone: 314-862-7132, Fax: 314-863-7047

    2. Local 177 Union Pension Fund
       Attn: Wayne Femicola
       282 Hillside Avenue
       Hillside, New Jersey 07205
       Phone: 973-923-7070, Fax: 973-923-2631

    3. Darby Corporation
       Attn: Stephanie S. Mannino
       256 Orchard Street
       Westfield, New Jersey 07090
       Phone: 908-233-8803

    4. La-Z-Boy Incorporated
       Attn: David Carpenter
       4620 Grandover Parkway
       Greenboro, North Carolina 27417
       Phone: 336-315-4224, Fax: 336-315-4383

    5. J. Royale Furniture, Inc.
       Attn: Jacklyn Scarduzu Dopke, Esq.
       1610 Deborah Herman Road
       Conover, North Carolina 28613
       Phone: 828-322-1262

    6. Kimball Home
       Attn: R. Chappel Philips
       1600 Royal Street
       Jasper, Indiana 47549
       Phone: 812-482-1600, Fax: 812-482-8832

    7. The Valspar Corporation
       Attn: Jeffrey S. Hanson
       1101 South Third Street
       Minneapolis, Minnesota 55415
       Phone: 612-375-7848, Fax: 612-375-7728

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

Headquartered in Lancaster, Pennsylvania, Breuners Home
Furnishings Corp., -- http://www.bhfc.com/-- is one of the  
largest national furniture retailers focused on the middle to
upper-end segment of the market. The Company, along with its
debtor-affiliates, filed for chapter 11 protection on July 14,
2004 (Bankr. Del. Case No. 04-12030). Great American Group, Gordon
Brothers, Hilco Merchant Resources, and Zimmer-Hester were brought
on board within the first 30 days of the bankruptcy filing to
conduct Going-Out-of- Business sales at the furniture retailer's
47 stores. Bruce Grohsgal, Esq., and Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl, Young & Jones represent the Debtors in
their restructuring efforts. The Company reported more than $100
million in estimated assets and debts when it sought protection
from its creditors.


CHASE MANHATTAN: Moody's Cuts Financial Strength Rating to C+
-------------------------------------------------------------
Moody's Investors Service lowered the bank financial strength
rating of Chase Manhattan Bank USA from B- to C+, in anticipation
of its merger with Bank One Delaware.  The long-term deposit
ratings of Chase USA of Aa2 were affirmed.  All rating outlooks
are stable.

This action aligns the financial strength rating (FSR) of Chase
USA with the rating that had applied to Bank One Delaware N.A.
(C+) prior to the merger.  Bank FSRs represent Moody's opinion of
a bank's intrinsic safety and soundness and exclude certain credit
support elements, such as parent support, that are incorporated in
long-term deposit ratings.

The FSR of C+ reflects the leading market share that Chase USA
will have in the U.S. bank credit card market, as well as the
challenges facing management to increase the profitability of the
card franchise, to levels closer to that of bank-affiliated
industry leaders.  The C+ rating is still higher than FSRs of most
leading non-bank credit card companies, reflecting Chase USA's
stronger funding profile and the benefits derived from the overlap
in its customer base with its affiliates.  Finally the rating also
reflects the challenges facing the entire credit card industry,
including intense competition and prospects for slow receivables
growth.

If management can strengthen profitability through cost saves, as
well as improved pricing, collection and marketing strategies then
this may lead to upgrades of the FSR.  At the same time, the scale
of the existing operation, and the prospects for cost saves,
places considerable support under the C+ FSR.

Chase USA is the surviving entity and the issuer, FSR and deposit
ratings of Bank One Delaware N.A, ratings are withdrawn.

Chase USA is a leading credit card issuer with approximately $130
billion of managed receivables outstanding.


COOPER COMPANIES: S&P Puts BB Rating on Proposed $750M Facility
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB' corporate
credit rating to The Cooper Companies Inc., a soft contact lens
manufacturer, in advance of the company's planned merger with
Ocular Sciences.  The $1.2 billion transaction is expected to
close in November 2004, pending regulatory approval.  Consolidated
debt for the merged businesses will be about $775 million.

Standard & Poor's also assigned a 'BB' rating to Cooper's proposed
$750 million credit facility.  Proceeds will be used to support
the acquisition of Ocular, refinance existing debt, and provide
for working capital and general corporate purposes.

"Notwithstanding Cooper's expanded scale, scope, and international
penetration after the merger, the rating is based on Cooper's
single product line focus and its No. 3 position (18% global
market share) in the $3.5 billion soft contact lens industry
relative to two large competitors with materially greater
resources," said Standard & Poor's credit analyst Cheryl Richer.

"The ratings also reflect the risks inherent in integrating
its largest-ever acquisition and temporarily elevated leverage
following the merger," Ms. Richer adds.

Cooper manufactures and markets a broad range of soft contact
lenses, emphasizing value-added, specialty products:

   * toric lenses -- correct astigmatism, as well as cosmetic,
     multifocal, dry eye, and

   * premium lenses

Ocular's focus has been on the commodity end of the scale,
specifically in spherical contact lenses.  These products that
face greater competition and pricing pressures are:

   * disposable lenses -- designed for monthly, biweekly, and
     daily replacement, and

   * reusable lenses -- replaced annually and quarterly

Dependence on this one product line exposes Cooper to challenges
from these dominant industry players:

   * Vistakon division of Johnson & Johnson -- AAA/Stable/A-1+,
     which has a 37% global market share, and

   * CIBA Vision/Wesley Jessen, owned by Novartis AG --
     AAA/Stable/A-1+, which has a 27% share.

These rivals have much greater financial resources, which could be
applied to marketing and/or research and development efforts.  In
addition, contact lens users have other alternatives, such as
eyeglasses or surgical procedures.

Still, historic customer switching patterns for these consumable
products are low, and users tend to be guided by their health care
professionals.  Industry demographics are favorable, with
projected 8% annual growth driven by:

   * growing teen population --the primary users --
   * increased incidence of myopia, and
   * continued improvement in soft contact lens visual acuity,
   * comfort, and
   * care

Earnings and sales should be relatively stable, as the product is
recession resistant and its sales are not seasonal.  The trend
toward disposable lenses should also drive volume upward,
offsetting any attendant softening in price.

Besides increasing the breadth of Cooper's product portfolio, the
merger with Ocular Sciences will provide other synergies. Ocular
has a strong relationship with retail chains, while Cooper has
emphasized sales through independent practitioners such as
optometrists and ophthalmologists.

Furthermore, both companies are in the process of improving their
manufacturing processes, which should increase capacity and
improve the cost structure.  Volume is important in this high
fixed-cost business, and the trend toward disposable lenses should
improve manufacturing capacity utilization.  The acquisition will
also provide Cooper with another distribution channel in Japan --
the largest market after the U.S. -- where Ocular boasts a
stronger presence.


CSFB MORTGAGE: Fitch Puts BB Rating on Class C-B-4 Certificates
---------------------------------------------------------------
Credit Suisse First Boston Mortgage Acceptance Corp., mortgage
pass-through certificates, series 2004-6, is rated:

     -- $566.8 million classes I-A-1 through I-A-9, AR, AR-L,
        II-A-1, II-A-2, III-A-1, III-A-2, IV-A-1 through IV-A-
        13, V-A-1, C-P, C-X, A-X and A-P (senior certificates)
        'AAA';

     -- $5.1 million class C-B-1 certificates 'AA';

     -- $2.2 million class C-B-2 certificates 'A';

     -- $1.3 million class C-B-3 certificates 'BBB';

     -- $926,440 privately offered class C-B-4 certificates
        'BB';

     -- $926,440 privately offered class C-B-5 certificates NR;

     -- $555,868 privately offered class C-B-6 certificates NR;

     -- $1.5 million class B-1 certificates NR;

     -- $599,251 class B-2 certificates NR;

     -- $299,625 class B-3 certificates NR;

     -- $199,750 privately offered class B-4 certificates NR;

     -- $99,875 privately offered class B-5 certificates NR;

     -- $199,752 privately offered class B-6 NR.

The mortgage loans are separated into five loan groups:

     Loan groups I and IV are cross collateralized with the      
     class C-B certificates that support these class
     certificates:

          * I-A, AR, AR-L, A-P A-X, and
          * IV-A-1 through IV-A-13.

     Loan groups II, III, and V are cross collateralized with
     the class B certificates that support these class
     certificates:

          * II-A-1, II-A-2, III-A-1, III-A-2, V-A-1, C-P and
            C-X.

The certificates generally receive distributions based on
collections on the mortgage loans in the corresponding loan group
or loan groups.

The 'AAA' rating on the senior certificates of group I and group
IV reflects the 3.00% subordination provided by:

   * the 1.40% class C-B-1;

   * the 0.60% class C-B-2;

   * the 0.35% class C-B-3;

   * the 0.25% privately offered class C-B-4;

   * the 0.25% privately offered class C-B-5 (not rated by
     Fitch); and

   * the 0.15% privately offered class C-B-6 (not rated by
     Fitch) certificates.

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

The 'AAA' rating on the senior certificates of group II, group III
and group V reflects the 1.50% subordination provided by the
subordinate class B certificates.

Fitch believes the above 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, the primary servicing capabilities of
Washington Mutual Mortgage Securities Corp., which is rated
'RPS2+' by Fitch, and the master servicing capabilities of Wells
Fargo Bank, N.A., which is rated 'RMS1' by Fitch.

The trust will contain five groups of fixed-rate mortgage loans
secured by first liens on one- to four-family residential
properties with an approximate aggregate principal balance of
$570,326,760.

The mortgage loans in Group I initially consists of 471 fixed-rate
mortgage loans with an aggregate principal balance of
$250,228,392, as of the cut-off date, September 1, 2004.  

The mortgage pool has a weighted average LTV of 69.83% with a
weighted average mortgage rate of 5.777%.  

Cash-out refinance loans account for 15.78% and second homes
4.15%.  The average loan balance is $531,270 and the loans are
primarily concentrated in:

          -- California (49.83%);
          -- New York (10.98%); and
          -- Florida (4.29%).

The mortgage loans in Group II consists of 200 fixed-rate mortgage
loans with an aggregate principal balance of $104,127,562, as of
the cut-off date.

The mortgage pool has a weighted average LTV of 54.98% with a
weighted average mortgage rate of 5.037%.  Cash-out refinance
loans account for 22.94% and second homes 3.70%.

The average loan balance is $520,638 and the loans are primarily
concentrated in:

          -- California (44.56%);
          -- Illinois (6.04%);
          -- Massachusetts (6.00%);
          -- New York (5.67%); and
          -- New Jersey (5.54%).

The mortgage loans in Group III consists of 533 fixed-rate
mortgage loans with an aggregate principal balance of $50,269,570,
as of the cut-off date.

The mortgage pool has a weighted average LTV of 62.34% with a
weighted average mortgage rate of 5.285%. Cash-out refinance loans
account for 24.68% and second homes 4.74%.

The average loan balance is $94,314 and the loans are primarily
concentrated in:

          -- California (16.01%);
          -- Florida (11.04%);
          -- Texas (9.42%);
          -- New York (6.08%); and
          -- Pennsylvania (5.25%).

The mortgage loans in Group IV consists of 221 fixed-rate mortgage
loans with an aggregate principal balance of $120,347,936, as of
the cut-off date.

The mortgage pool has a weighted average LTV of 67.40% with a
weighted average mortgage rate of 6.327%.  Cash-out refinance
loans account for 23.62% and second homes 0.57%.

The average loan balance is $544,561 and the loans are primarily
concentrated in:

          -- California (21.69%);
          -- Florida (9.79%); and
          -- Massachusetts (5.79%).

The mortgage loans in Group V consists of 233 fixed-rate mortgage
loans with an aggregate principal balance of $120,778,917, as of
the cut-off date.

The mortgage pool has a weighted average LTV of 59.03% with a
weighted average mortgage rate of 5.238%.  Cash-out refinance
loans account for 25.81% and second homes 6.16%.

The average loan balance is $518,364 and the loans are primarily
concentrated in:

          -- California (46.70%);
          -- New York (10.76%); and
          -- New Jersey (8.29%).

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,
please 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.

U.S. Bank National Association will serve as trustee.  CSFB
Mortgage, a special purpose corporation, deposited the loans in
the trust, which issued the certificates.  For federal income tax
purposes, an election will be made to treat the trust as multiple
real estate mortgage investment conduits -- REMICs.


DALLAS AEROSPACE: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Dallas Aerospace, Inc.
        1875 North Interstate 35
        Carrollton, Texas 75006

Bankruptcy Case No.: 04-80663

Type of Business: The Company is a Texas-based aftermarket
                  supplier of engines, engine parts, and engine
                  management and leasing services, with facilities
                  in Dallas, Texas, and Miami, Florida.

Chapter 11 Petition Date: October 1, 2004

Court: Northern District of Texas (Dallas)

Debtor's Counsel: John Mark Chevallier, Esq.
                  McGuire, Craddock & Strother
                  3550 Lincoln Plaza
                  500 North Akard Street
                  Dallas, Texas 75201
                  Tel: (214)954-6800
                  Fax: 214-954-6801

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 2 largest unsecured creditors:

    Entity                        Nature Of Claim   Claim Amount
    ------                        ---------------   ------------
CIS Air Corporation               Judgment Claim        $695,432
45 Broadway Suite 1105
New York, New York 10006

United Technologies Corporation   Contract Claim         Unknown
Pratt & Whiney Division
400 Main Street
East Hartford, Connecticut 06108


DEVLIEG BULLARD: Hires Mesirow Financial as Investment Banker
-------------------------------------------------------------    
The U.S. Bankruptcy Court for the District of Delaware gave
DeVlieg Bullard II, Inc., permission to retain Mesirow Financial,
Inc., as its investment banker.

Mesirow Financial worked for the Debtor since March 22, 2004, in a
strategic effort to sell certain of the Debtor's operating assets
on a going concern basis.  The Firm is therefore familiar with the
Debtor's business and operations and with potential sale
transactions for the Debtor's assets.

Mesirow Financial will:

     a) assist the Debtor in analyzing and evaluating its
        business, operations, and financial position;

     b) prepare an offering memorandum describing the Debtor, its
        historical performance and prospects (including existing
        contracts, marketing and sales, labor force and
        management, and anticipated financial results of the
        Debtor);

     c) work with the Debtor in developing a list of suitable
        potential buyers who will be contacted on a discreet and
        confidential basis after approval by the Debtor;

     d) assist the Debtor in the preparation and implementation of
        a marketing plan;

     e) assist the Debtor in coordinating the data room and with
        potential purchasers due diligence investigations;

     f) assist the Debtor in evaluating proposals which are
        received from potential purchasers;

     g) assist the Debtor in structuring and negotiating the
        proposed sale of its assets; and

     h) meet with the Debtor's Board of Directors to discuss the
        proposed sale of its assets and its financial
        implications;

Mr. Jeffrey A. Golman, Vice-Chairman at Mesirow Financial,
discloses that the Debtor paid a $50,000 retainer.

Mr. Golman reports that for every successful sale of the Debtor's
assets, business and equity securities, Mesirow Financial will
bill the Debtor a success fee of 2.5% of the aggregate amount
received by Debtor for a completed sale. Mr. Golman adds that the
Firm will also charge a minimum success fee of $400,000 that is
payable upon closing of a sale.

Mesirow Financial does not have any interest adverse to the Debtor
or its estate.

Headquartered in Machesney Park, Illinois, DeVlieg Bullard II,  
Inc. -- http://www.devliegbullard.com/-- provides a comprehensive   
portfolio of proprietary machine tools, aftermarket replacement  
parts, field service and premium workholding products. The Company  
filed for chapter 11 protection on July 21, 2004 (Bankr. D. Del.  
Case No. 04-12097). James E. Huggett, Esq., at Flaster Greenberg,  
represents the Company in its restructuring efforts. When the  
Debtor filed for protection from its creditors, it estimated debts  
and assets of over $10 million.


ECHOSTAR COMMS: Subsidiary Completes Early Redemption of Sr. Notes
------------------------------------------------------------------
EchoStar Communications Corporation (NASDAQ: DISH) confirmed that
effective Oct. 1, 2004, its subsidiary, EchoStar DBS Corporation,
completed the previously announced redemption of all of its
outstanding 10-3/8 percent Senior Notes due 2007. In accordance
with the terms of the indenture governing the notes, the
outstanding principal amount of $1 billion was repurchased three
years early at 105.188 percent, for a total of approximately
$1.052 billion.

                          About EchoStar
  
EchoStar Communications Corporation (NASDAQ: DISH) serves more
than 10.1 million satellite TV customers through its DISH
Network(TM) and is a leading U.S. provider of advanced digital
television services. DISH Network's services include hundreds of
video and audio channels, Interactive TV, HDTV, sports and
international programming, together with professional installation
and 24-hour customer service. EchoStar has been a leader for 24
years in satellite TV equipment sales and support worldwide.
EchoStar is included in the Nasdaq-100 Index (NDX) and is a
Fortune 500 company. Visit EchoStar's Web site at www.echostar.com
or call 800-333-DISH (3474).

At June 30, 2004, EchoStar Communications' balance sheet showed a
$1,739,832,000 stockholders' deficit, compared to a $1,032,524,000
at December 31, 2003.


ECHOSTAR DBS: Moody's Assigns Ba3 to $1 Bil. Senior Note Issuance
-----------------------------------------------------------------  
Moody's Investors Service assigned a Ba3 rating to the recent
$1 billion issuance of 6-5/8% senior unsecured notes by EchoStar
DBS Corporation EDBS, a wholly owned indirect subsidiary of direct
broadcast satellite pay television service provider EchoStar
Communications Corporation.  Moody's also withdrew the former Ba3
rating for EDBS' existing $1 billion of 10-3/8% senior unsecured
notes due 2007, which were scheduled to be called on Oct. 1, 2004.
Finally, Moody's revised the rating outlook to stable from
positive, and affirmed all other existing ratings at current
levels.

Affected securities, current ratings and actions:

    EchoStar Communications Corporation

       * $1 Billion of 5-3/4% Convertible Subordinated Notes due
         2008, B2 affirmed

       * Senior Implied Rating, Ba3 affirmed

       * Issuer Rating, B1 affirmed

       * Liquidity Rating, SGL-1 affirmed

       * Rating Outlook, Stable (previously Positive)

    EchoStar DBS Corporation

       * $1 Billion of 6-5/8% Senior Unsecured Notes due 2014, Ba3
         assigned

       * $446 Million remaining amount of 9-1/8% Senior Unsecured
         Notes due 2009, Ba3 affirmed

       * $500 Million of Senior Unsecured Floating Rate Notes due
         2008, Ba3 affirmed

       * $1 Billion of 5-3/4% Senior Unsecured Notes due 2008, Ba3
         affirmed

       * $1 Billion of 6-3/8% Senior Unsecured Notes due 2011, Ba3
         affirmed

       * $1 Billion of 10-3/8% Senior Unsecured Notes due 2007, WR
         withdrawn

The ratings continue to reflect:

     (i) the company's moderately high financial leverage and
         modest coverage levels;

    (ii) a very competitive operating environment, and related
         expectations of higher costs to both grow and retain
         subscribers; and

   (iii) ongoing concerns about diminishing returns on invested
         capital and the long-term strategic position of the
         company, including the viability of the current business
         model on a stand-alone basis.

Moody's believes that these broad-based financial and business
risks have been compounded of late by an apparent strategic shift
to more aggressive fiscal policies for the company, which again
tempers what might otherwise be a stronger credit profile and
translate into higher ratings, and notwithstanding that the
company continues to operationally perform well and maintains
comparatively modest balance sheet leverage.

Moody's also notes the incremental risks associated with the
company's increasingly flexible indenture agreements and the
relative lack of transparency in forecasted performance levels as
serving to also somewhat constrain ratings.

The ratings garner support, however, from the company's very good
liquidity position:

  (i) highlighted by the SGL-1 liquidity rating, which derives
      most of its strength from the maintenance of a still large
      excess cash position;

(ii) the large and still rapidly growing size of its subscriber
      base, which continues to exhibit relatively moderate churn
      and has recently evidenced better ARPU growth, albeit mostly
      rate driven; and

(iii) positive free cash flow generation; and historically steady
      balance sheet improvements - at least until fairly recently
      - particularly on a comparative basis relative to the
      industry peer group.

The shift back to a stable rating outlook incorporates Moody's
belief that the company's credit profile is no longer likely to
improve to a level meriting a Ba2 senior implied rating over the
near-to-intermediate term, nor is it likely to deteriorate of a
sufficient magnitude to warrant a return to single-B ratings, for
a variety of reasons.

Specifically, Moody's notes the significant ($1 billion) use of
excess cash balances as recently announced (mostly in the second
quarter of 2004) to buy back common stock. Although a $1 billion
program had been put in place last year, the full magnitude and
rapidity of the share repurchases was not anticipated, nor was the
incremental $1 billion program that was recently authorized.  

The recently completed new debt financing lends goes directly
against management's prior representations that further
deleveraging transactions were likely to be completed on an
opportunistic and permanent basis, and this latter point had been
a considerable factor supporting the outlook revision to a
positive bias when the last round of financing was completed in
September 2003.

The $2.5 billion of net new proceeds that was raised then was
supposed to have been earmarked in part to fund the anticipated
$1+ billion calling of the 10-3/8% senior notes of EDBS (along
with the approximately $1.625 billion of former 9-3/8% senior
notes that have already been extinguished).  Instead, a recent
press release from the company suggested that this latest
financing would be utilized to fund the previously announced call
of the 10-3/8% notes. While cash is clearly fungible, the
implication is that the prior financings were in fact utilized to
effect the stock buy-backs.  This was clearly not the expectation
when the rating outlook was changed to positive at the same time
the financings were completed last year.

For some time, Moody's has reasonably expected that the older,
higher coupon debt on the company's books (when the business
profile was somewhat more suspect, and the ratings were lower to
reflect the same) would be opportunistically refinanced with lower
cost debt.  Strong operating performance continued to potentially
support higher ratings, nonetheless, even after the second quarter
disclosure that the stock repurchase program had been completed.
Now, in conjunction with the new debt financing, it seems clear
that the previously anticipated permanent deleveraging of the
company's balance sheet is no longer expected.

Moody's effectively views the new debt financing as yet another
means of funding the new share repurchase program, the
appropriateness of which we are somewhat skeptical of even at
current rating levels.  As such, the former positive rating
outlook is no longer warranted.  It is now expected that the
company may well have to releverage itself again in order to fund
requisite capital and operating costs associated with the more
competitive business environment which exists today and is
expected to be heightened further in future periods, particularly
in consideration of recent announcements by The DIRECTV Group
related to expansion of its satellite fleet to incorporate the
ability to provide a more robust offering of high definition
television signals, and ongoing bundling enhancements that are
being made by leading cable companies.

Even though the rating outlook is stable, Moody's still remains
concerned about the company's medium-to-long-term fundamental
business prospects, particularly in the absence of a competitive
and economically viable high-speed Internet service offering.  
With virtually all major cable system operators having
substantially completed their network upgrade programs by now,
EchoStar must regularly combat more competitive bundled service
offerings from cable companies, including more widespread
provisioning of telephony services.  This is in addition to high-
speed data services now being offered by all cable companies,
which are still very much in high demand.  The relative lack of
product differentiation, and specifically the growing reliance on
others to provide a competitive service offering, is exactly why
Moody's believes that EchoStar should have a stronger credit
profile and more financial flexibility than its cable TV company
peers.

In Moody's estimation, the wireless technological platform of DBS
continues to have some clear limitations and comparative
disadvantages relative to wireline cable infrastructure,
particularly when it comes to providing ancillary non-video (and
some advanced video) services.  While EchoStar's SBC partnership
has partially mitigated some of these concerns, the economic
relationship and ultimate success of it remains highly uncertain,
particularly as SBC and other leading telephone companies continue
to push fiber out closer to the home.

Moody's continues to think that it will become more and more
costly for the DBS companies to continue growing, and remains
concerned about the adequacy of returns on incremental invested
capital.  Going forward, both EchoStar and DIRECTV will have to
better exhibit growing levels of ARPU and free cash flow in order
to clearly demonstrate justification for the larger amounts of
cash increasingly being expended for each new (and retained)
subscriber.

The Ba3 senior unsecured ratings for the debt of EDBS reflect the
significance of these claims in the consolidated capitalization of
the company, and specifically the absence of any senior secured
claims on most of the company's assets.  However, Moody's again
notes the ability to layer in a substantial amount of secured debt
in accordance with the very flexible indenture covenants, even
though such an outcome is not anticipated.

The Ba3 ratings for the EDBS securities also incorporate the
existence of a meaningful amount of junior capital in the form of
both the convertible subordinated notes and the common equity of
the ultimate parent holding company.  The B2 rating for the
subordinated debt of EchoStar Communications reflects the junior
ranking of this obligation, which is both contractually and
structurally subordinated to the senior unsecured and all
subsidiary claims of the company.

EchoStar Communications Corporation is a leading provider of
direct broadcast satellite pay television services to
approximately 10.1 million subscribers.  The company maintains its
headquarters in Englewood, Colorado.


EL PASO CORP: S&P Rating Not Affected by GulfTerra Equity Sale
--------------------------------------------------------------
Standard & Poor's Ratings Services announced that El Paso
Corporation (B-/Negative) completed the sale of its interests in
GulfTerra Energy Partners L.P.  This will not affect the ratings
or outlook on the company.  

The sale, from which El Paso realized $1.02 billion and
$425 million previously, had been expected by Standard & Poor's
and was reflected in the ratings and outlook on El Paso.  
Significantly, the transaction increases the total amount of
assets sales the company has closed under its long-range plan to
$3.2 billion.  

The plan targeted asset sales in a range of $3.3 billion to
$3.9 billion and proceeds from these sales are essential to El
Paso's efforts to reduce debt.  Meeting the asset sales target is
one of several critical steps the company must complete in its
reorganization plan to transform its operations, reduce leverage,
and restore credibility.

Rating improvement will depend on El Paso's execution of this
reorganization and ability to meet its large debt maturities
through the intermediate term.


ENRON CORP: Houston Defendants Say Discovery Protocol Too Coercive
------------------------------------------------------------------
Twenty-one Houston Defendants -- Phillip Allen, Donald W. Black,
Richard B. Buy, Mark A. Frevert, Eric Gonzales, Mark E. Haedicke,
Sheila Knudsen, Douglas A. Leach, Thomas A. Martin, R. Davis
Maxey, Peggy B. Menchaca, Mark S. Muller, Scott M. Neal, Scott J.
Porter, Stuart Rexrode, Mark Russ, Colleen Sullivan-Shaklovitz,
Mark E. Taylor, Cindy Olson, Tri-C Resources, Inc., and Luminant
Worldwide Corp. -- complain that the proposed avoidance action
discovery procedures is unfair and violative of due process.

Enron Corp. and its debtor-affiliates and the Official Committee
of Unsecured Creditors propose to force defendants to choose
between attending a deposition and consenting to consolidation and
not being able to obtain discovery.

According to David R. Jones, Esq., at Munsch Hardt Kopf & Harr,
in Houston, Texas, the Debtors and the Committee seek to abrogate
all notions of due process and prevent the Houston Defendants
from presenting a defense.  The Joint Motion also ignores the
Court's prior admonitions regarding venue for discovery.

The cooperation and negotiation process that the Debtors claim is
a "farce," Mr. Jones asserts.  The Houston Defendants were
excluded from the process even though they notified the Debtors
that they wanted to participate.

The Houston Defendants also do not want discovery to be
consolidated.  Each avoidance action involves distinct claims and
each defendant has unique personal defenses.

The Houston Defendants identify more objectionable provisions in
the Debtors' and the Committee's proposals:

  Debtors' Proposal                 Houston Defendants' Response
  -----------------                 ----------------------------
  Limits the Debtors' expert to     This blatantly violates
  one deposition and forces         the due process rights of  
  defendants to agree to            the Houston Defendants.
  consolidation if the defendant
  participates in the deposition.

  Limits the Debtors' disclosures   The Debtors must provide the
  to "the identity of employees     required disclosures.
  who are likely to be the most     The Houston Defendants are
  knowledgeable regarding the       entitled to understand the
  transaction at issue."            basis for the allegations
                                    made in the complaint.

  Limits document requests          This blatantly violates due
  to one set per side not to        process rights of the
  exceed 25 separate requests       Defendants.  There is no
  and limits manner in which        authority limiting document
  requests can be phrased.          requests prior to commencement
                                    of discovery neither in the
                                    manner in which the
                                    Defendants may phrase their
                                    document requests.

  Limits the number of              This blatantly violates due
  requests and requires the         process rights.  The Federal
  Defendants to obtain              Rules provide sufficient
  admissions via depositions        safeguards for the Debtors if
  or document requests.             they believe the requests for
                                     admissions are improper or
                                     abusive.

  Limits non-expert depositions     This blatantly violates due
  to four per side.                 process rights and unduly
                                    influences the development
                                    of each individual's defense.

  Responses to Contention           Local Rules of the Bankruptcy
  Interrogatories are not due       Court for the Southern
  until 10 months after fact        District of New York provides
  depositions are completed.        that Contention
                                    Interrogatories must be
                                    answered before discovery
                                    ends to allow the Defendants
                                    to take discovery on any
                                    unexpected contentions.

  Discovery Plan provides no        The Defendants should be
  information regarding             afforded the opportunity to
  general interrogatories.          propound interrogatories
                                    in accordance with the Local
                                    Rules for the Bankruptcy Court
                                    for the Southern District of
                                    New York.

Accordingly, the Houston Defendants ask the Court to deny the
Joint Motion in its entirety.

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)


EPIC DATA: Names Paul Blanchet to Board of Directors
----------------------------------------------------
Epic Data International Inc. (TSX: EKD) appointed Mr. Paul
Blanchet to its Board of Directors effective immediately.

Mr. Blanchet brings over 25 years of enterprise software
operations experience to the board. He has been involved in
developing, deploying and supporting many information systems and
products in the global utility and field service marketplaces.
Through his career he has provided significant value through his
participation in the senior management teams of leading wireless
data software solution companies including MDSI Mobile Data
Solutions Inc., eMobile Data International Inc, and others.

Peter Murphy, Epic Data's President & Chief Executive Officer,
commented: "We are delighted that Paul has agreed to join our
Board. Epic Data is making exciting progress in the market with
our latest discrete manufacturing offerings and Paul's depth of
experience in delivering new software solutions into the
marketplace will be invaluable to us. The Board and I look forward
to working closely with him to continue the job of building a
successful company."

                About Epic Data International Inc.

For 30 years Epic Data has been a leader in automatic
identification and data capture solutions for the world's most
progressive aerospace, automotive, high technology and heavy
machinery manufacturers. We increase plant productivity and
velocity while identifying the continuous improvement initiatives
vital to winning in today's competitive manufacturing
environments. Epic Data's enterprise mobility solutions for
parking enforcement and route management increase productivity
while improving customer service and worker safety by connecting
mobile personnel to central offices in real time. People and
technology make Epic Data the global leader in automated data
capture solutions for the extended enterprise.

At June 30, 2004, Epic Data's balance sheet shows a stockholders'
deficit of $54,614,000, compared to a deficit of $49,511,000 at
September 30, 2003.


FEDERAL-MOGUL: Insurers Want to Nullify Certain Law Firm Ballots
----------------------------------------------------------------
Seventeen law firms representing asbestos plaintiffs filed
substantive pleadings or otherwise appeared in the bankruptcy
proceedings of Federal-Mogul Corporation and its debtor-
affiliates, John S. Spadaro, Esq., at Murphy Spadaro
& Landon, in Wilmington, Delaware, relates.  In addition, more
than a hundred firms are expected to cast ballots on the Debtors'
Plan.  However, as of September 10, 2004, only five firms filed
pleadings purporting to comply with the requirements of Rule 2019
of the Federal Rules of Bankruptcy Procedure:

    (1) Kelley & Ferraro, L.L.P., filed on October 5, 2001;

    (2) Ness, Motley, Loadholt, Richardson & Poole, filed on
        November 5, 2001;

    (3) Patten, Wornom, Hatten & Dismonstein, filed on November 8,
        2001;

    (4) Verified Statement of James F. Humphreys & Associates,
        L.C., filed on November 6, 2001; and

    (5) Law Offices of Peter G. Angelos, P.C., filed on
        January 22, 2002.

Rule 2019 states that:

    "In a . . . chapter 11 reorganization case . . . every entity
    . . . representing more than one creditor . . . shall file a
    verified statement setting forth (1) the name and address of
    the creditor . . . (2) the nature and amount of the claim . .
    . and the time of acquisition thereof . . . (3) a recital of
    the pertinent facts and circumstances in connection with the
    employment of the entity . . . and (4). . . .  The statement
    shall include a copy of the instrument, if any, whereby the
    entity . . . is empowered to act on behalf of creditors."

The provisions of Rule 2019 are mandatory.  The required
disclosure is necessary so that the bankruptcy courts and the U.S.
Trustee can take prompt action to prevent conflicts of interest,
ensure that each creditor holding an allowed claim votes only
once, and that no unauthorized votes are cast by counsel with
respect to a plan of reorganization.

Mr. Spadaro asserts that none of the Filed Statements complies
with even the barest minimum of requirements under Rule 2019.  No
Filed Statement contains the addresses of the purported claimants,
the amount of the claim or the time acquired.  Only one statement
contains the nature of the purported claims.  The Filed Statements
are wholly inadequate.

The Filed Statements are also deficient containing only an
inadmissible statement that the firms have the authorization to
represent alleged claimants.  In fact, none of the Non-Complying
Law Firms supplied any evidence that they are entitled to cast
ballots on the claimants' behalf.  The evidence provided in the
Filed Statements is non-existent.  The Non-Complying Law Firms
have withheld substantive information from the Court and parties-
in-interest.

Mr. Spadaro contends that failure to comply with the mandatory
requirements of Rule 2019:

    -- impedes the verification of votes cast and certification
       of the ballots;

    -- degrades the integrity of the bankruptcy process and the
       Court's enforcement of the Bankruptcy Code; and

    -- facilitates the continuation of conflicts of interest.

Certain Underwriters at Lloyds, London and certain London Market
Insurance Companies ask the Court to:

    (a) deny the Non-Complying Law Firms the right to be heard in
        the Debtors' case; and

    (b) invalidate all ballots submitted by Non-Complying Law
        Firms for the Debtors' Plan.

London Market Insurers, Mr. Spadaro says, have a sufficient stake
in the outcome of the proceedings to warrant their invocation of
the Court's jurisdiction and to justify the exercise of the
Court's remedial powers.  As insurers and potential indemnitors of
the Debtors, the London Market Insurers have a substantial
pecuniary interest in ensuring that their defenses to coverage are
not prejudiced by the Plan.  In addition, they have a contractual
interest in ensuring that the Debtors comply with the terms of the
policies.

The Non-Complying Law Firm's failure to comply with Rule 2019
injures the interests of the London Market Insurers by making it
more likely that the Plan, which deems all allowed claims to be a
judgment determining the legal liability of the Debtors in the
full allowed amount of each claim, will be confirmed.  Because the
Non-Complying Entities will be casting ballots on behalf of
purported claimants where no authorization to cast votes has been
manifested, it is impossible to determine whether the claimants
voted on multiple occasions or intended to vote at all.  Thus, the
injury is fairly traceable to the conduct of the Non-Complying Law
Firms.

Rule 9010(c) of the Federal Rules of Bankruptcy Procedure, on the
other hand, is a specific exception from the otherwise general
rule that the official power of attorney form must be used when
filing a proof of claim or voting a ballot applicable only to an
attorney who represents one creditor.  Rule 9010(c) does not
override Rule 2019(a).  Rule 2019's mandatory provisions apply
where an attorney represents multiple alleged claimants rather
than one claimant.

Mr. Spadaro points out that the Debtors previously argued that the
form of ballots approved by the Court in the Voting Procedures
Order entered on June 14, 2004, is sufficient to include all of
the information otherwise required by Rule 2019.  The assertion is
flatly wrong, Mr. Spadaro avers, because the ballots do not
substitute for Rule 2019 compliance.  At minimum, the ballots do
not require disclosure of:

    (1) the address of each creditor;

    (2) a recital of the pertinent facts and circumstances in
        connection with the employment of counsel; or

    (3) a copy of the instrument, if any, whereby counsel is
        empowered to act on behalf of the creditor.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest  
automotive parts companies with worldwide revenue of some
$6 billion.

The Company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582). Lawrence J. Nyhan, Esq., James
F. Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown
& Wood and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, represent the Debtors in their
restructuring efforts. When the Debtors filed for protection from
its creditors, they listed $10.15 billion in assets and
$8.86 billion in liabilities. (Federal-Mogul Bankruptcy News,
Issue No. 64; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FOOTSTAR INC: Disappointed Over Kmart's Objection to Assume Pact
----------------------------------------------------------------
Footstar, Inc., responded to Kmart Corporation's filing of its
objection to Footstar's motion to assume, as part of its Chapter
11 reorganization, its executory contract with Kmart:

   -- "We are disappointed that Kmart has taken this action. We
      believe Kmart's objections have no merit, and we intend to
      vigorously defend and pursue our right to assume the
      contract.

   -- "The relationship between Footstar's Meldisco division and
      Kmart has been in place for more than 40 years and has been
      profitable and beneficial for both companies.

   -- "Assumption of the contract makes good business sense, is in
      the best interests of all of Footstar's stakeholders, and
      will form a strong basis on which to develop a plan of
      reorganization for a stand-alone Meldisco business and
      emerge from Chapter 11.

   -- "As we work through the court process to resolve this issue,
      it will be business as usual at Footstar, including our
      Meldisco business. We will continue to focus on developing a
      strong Meldisco business that maximizes free cash flow
      through sales, expense management and improving the turnover
      of our inventory. We will continue to move forward with the
      Chapter 11 process."

Footstar, Inc. filed a motion with the Bankruptcy Court on
August 12, 2004 seeking its approval to assume the Kmart contract.

Headquartered in West Nyack, New York, Footstar Inc., retails
family and athletic footwear. As of August 28, 2004, the Company
operated 2,373 Meldisco licensed footwear departments nationwide
in Kmart, Rite Aid and Federated Department Stores. The Company
also distributes its own Thom McAn brand of quality leather
footwear through Kmart, Wal-Mart and Shoe Zone stores.

The Company and its debtor- affiliates filed for chapter 11
protection on March 3, 2004 (Bankr. S.D.N.Y. Case No. 04-22350).
Paul M. Basta, Esq., at Weil Gotshal & Manges represents the
Debtors in their restructuring efforts. When the Debtor filed for
protection it listed $762,500,000 in total assets and $302,200,000
in total debts.


FORBES MEDI-TECH: KPMG Expresses Going Concern Doubts
-----------------------------------------------------
Forbes Medi-Tech Inc. (NASDAQ:FMTI) (TSX:FMI) filed the audited
financial statements of the Company for the year ended Dec. 31,
2003 were filed on SEDAR and EDGAR and were distributed as
required by applicable securities regulations in April 2004. These
financial statements were prepared in accordance with Canadian
GAAP, and were audited by the Company's auditors, KPMG LLP, in
accordance with Canadian generally accepted auditing standards and
auditing standards generally accepted in the United States of
America. The financial statements also contained a note
reconciling the statements to U.S. GAAP.

NASDAQ has recently informed the Company that pursuant to NASDAQ'S
Marketplace Rule 4350(b)(1)(B), the Company must make a separate
public announcement disclosing that the "Comments By Auditor For
U.S. Readers On Canada - U.S. Reporting Difference" included by
KPMG LLP with the Company's audited financial statements was,
according to Nasdaq, a going concern audit opinion qualification.
The Company's financial statements fully comply with Canadian GAAP
and no alteration or amendment is required to any financial
filings.

                    About Forbes Medi-Tech Inc.

Forbes Medi-Tech Inc. is a biopharmaceutical company dedicated to
the research, development and commercialization of innovative
prescription pharmaceutical and nutraceutical products for the
prevention and treatment of cardiovascular and related diseases.
Forbes' scientific platform is based on core sterol technology. By
extracting plant sterols from by-products of the forestry
industry, Forbes has developed cholesterol-lowering agents for use
in pharmaceutical compounds, functional foods and dietary
supplements.


FOSTER WHEELER: Adds Four New Directors, Doubling Size of Board
---------------------------------------------------------------
Diane C. Creel, Roger L. Heffernan, Harry P. Rekas, and David M.
Sloan have been elected to Foster Wheeler Ltd.'s (OTCBB: FWLRF)
board of directors. On the same date, John Clancey, Martha Clark
Goss, and John Stuart have resigned from the board, bringing the
total number of current directors to eight.

"We are very excited about being able to access the depth of
experience and expertise the new directors bring to our board as
we continue to move forward to complete our balance sheet
restructuring and re-energize our business," said Raymond J.
Milchovich, chairman, president and CEO. "We also extend our
sincere appreciation to John, Martha, and John for their many
contributions to Foster Wheeler during their years of service."

   -- Diane C. Creel

Diane Creel is the chairman, chief executive officer and president
of Ecovation, Inc., a waste stream technology company. Ms. Creel's
previous experience includes service as chief executive officer
and president of Earth Tech, where she was the first woman to hold
the chief executive position of a publicly held engineering firm
in the United States.

Ms. Creel currently serves on the board of directors of Allegheny
Technologies Inc., Teledyne Technologies, Inc., the American Funds
of Capital Research Management, and Goodrich Corporation. She
holds BA and MA degrees in journalism from the University of South
Carolina, and she has done post-graduate work at the University of
Pennsylvania's Wharton School and at Harvard University.

   -- Roger L. Heffernan

Roger Heffernan has garnered almost 40 years of operations
experience at a number of private equity firms and Fortune 500
companies. He co-founded CRM Partners following several years as
an executive with a private equity firm. Prior to that, Mr.
Heffernan served as vice president of manufacturing at General
Instrument Corporation, and as a manufacturing executive at IBM
Corporation and ITT Corporation. He has particularly strong
experience in turnaround and restructuring activities, management
process redesign, diverse manufacturing operations, and lean
manufacturing disciplines.

Mr. Heffernan holds a BBA in Accounting from Manhattan College, an
MBA in Management from Pace University, and he has completed the
Executive Manufacturing Program at the Harvard Graduate School of
Business.

   -- Harry P. Rekas

Harry Rekas has successfully managed a variety of equity
portfolios ranging in size from a few million dollars to in excess
of one billion dollars. Over the past 20 years he has been
associated with Bessemer Trust, AIG Global Investment, Citibank
Global Asset Management, and Oppenheimer Capital Corp., among
others. Prior to his investment management work, Mr. Rekas was an
officer with Computer Sciences Corporation and Fidelity Bank.

Mr. Rekas served as a Captain in the U.S. Air Force. He holds a BS
in Economics from the University of Pennsylvania's Wharton School,
and an MBA from Pepperdine University.

   -- David M. Sloan

David Sloan is an international business consultant who has been
deeply involved in multinational financial and commercial matters
for almost 30 years. He currently serves as president of Corporate
Strategies International, Inc. and is a senior consultant to The
Scowcroft Group. Previously, he was an executive vice president
with Charles Percy & Associates and held a number of positions of
increasing responsibility in the U.S. State Department.

Mr. Sloan is currently a member of the board of directors of
Counterpart International. He holds a Master of Arts in Law and
Diplomacy from The Fletcher School of Law & Diplomacy, Tufts
University, and he graduated cum laude with a BA in Political
Science from Tufts University.

                        About the Company

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

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

                          *     *     *

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

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

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

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

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


FRIEDMAN'S INC: Key Vendors Agree to Junior Lien Credit Program
---------------------------------------------------------------
As of September 27, 2004, Friedman's Inc. (OTC: FRDM.PK), the
Value Leader in fine jewelry retailing, had received vendor
agreements under its secured trade credit program representing
more than $15 million in obligations owed by Friedman's to
participating vendors. Under its new amended and restated credit
facility which closed on September 7, 2004, Friedman's had been
required to reserve $9.5 million of availability pending the
receipt of vendor agreements totaling at least $15 million in
obligations owed by Friedman's as of July 31, 2004.

Mr. Sam Cusano, Friedman's CEO, said: "Friedman's recognizes and
appreciates the continued support of our key vendors as we move
forward with the Company's ongoing restructuring efforts. The
current level of vendor participation in Friedman's secured trade
credit program, together with the elimination of the reserve under
the new credit facility, helps to ensure adequate liquidity as we
move forward. Still, the delay in shipments and the more prudent
credit policies being implemented by the Company, as well as the
impact of the recent hurricanes, have had an adverse effect on
recent sales. I expect this trend will continue as we work through
production and availability of merchandise issues in obtaining a
full assortment of inventory for the upcoming holiday season. We
greatly appreciate the support of our vendors and believe that
their participation in the trade credit program will clearly help
Friedman's with its long-term strategic plan to improve value for
all stakeholders."

As previously announced, under the terms of the secured trade
credit program, Friedman's has agreed to grant participating
vendors a junior lien to secure amounts past due to such vendors
as of July 31, 2004, and amounts due for new shipments from
participating vendors which are delivered by the earlier of the
duration of a vendor's participation in the trade credit program
or December 31, 2005. Friedman's has agreed to repay amounts due
to participating vendors as of July 31, 2004 over a fifteen month
period ending on December 31, 2005, and to repay amounts due for
new shipments in the ordinary course of business.

As part of Friedman's ongoing restructuring, the definitive terms
for the Company's secured trade credit program were reached
through negotiations between Friedman's and an informal committee
of its largest vendors, which committee was organized at the
Company's request. Mr. Michael Schaffet, Chief Operating Officer,
of M. Fabrikant & Sons, a member of the informal vendor committee,
said: "In light of our long-standing and valued relationship with
Friedman's, we are pleased to have been able to play an
instrumental role in working with Friedman's to restructure its
vendor obligations and help resolve its recent liquidity issues.
We look forward to strengthening our relationship as we work with
Friedman's through the upcoming holiday sales season and beyond."

                         About Friedman's
                  
Founded in 1920, Friedman's Inc. -- http://www.friedmans.com/--  
is a leading specialty retailer based in Savannah, Georgia. The
Company is the leading operator of fine jewelry stores located in
power strip centers and regional malls.

The company's most recently published balance sheet -- dated
June 28, 2003 -- shows $496 million in assets and $190 million in
liabilities. The Company explains that its year-end closing
process was delayed because of an investigation by the Department
of Justice, a related informal inquiry by the Securities and
Exchange Commission, and its Audit Committee's investigation into
allegations asserted in a August 13, 2003, lawsuit filed by
Capital Factors Inc., a former factor of Cosmopolitan Gem
Corporation, a former vendor of Friedman's, as well as other
matters. Ernst & Young has been working on a restatement of the
company's financials. The company's signaled that a 17% or
greater increase to allowances for accounts receivable can be
expected.

Also, Friedman's Inc. has been notified that the New York Stock
Exchange (NYSE) has made a determination to delist the company's
Class A Common Stock that traded under the ticker symbol FRM on
the NYSE effective May 11, 2004. Friedman's is evaluating an
appeal of the decision of the NYSE.

The Company noted that while it is disappointed with the NYSE's
decision, the delisting from the Exchange does not affect
Friedman's day-to-day business operations. The Company also
noted that although its common stock is not eligible for trading
on the NASD over-the-counter bulletin board -- OTC, the Company
understands that market makers have independently begun to make
market in the company's common stock on the Pink Sheets under
the symbol "FRDM."


GALEY & LORD: Gets Court Nod to Hire Garden City as Claims Agent
----------------------------------------------------------------    
The U.S. Bankruptcy Court for the Northern District of Georgia
gave Galey & Lord, Inc., and its debtor-affiliates, permission to
retain The Garden City Group, Inc., as its claims, noticing and
balloting agent.

The Garden City Group worked for the Debtors in their recent
bankruptcy cases and the Firm is therefore best prepared in
providing claims, noticing and balloting services to the Debtors
in an efficient, effective and responsible manner.

The Garden City Group will:

    a) notify all potential creditors of the filing of the
       Debtors' bankruptcy petitions and the setting of the first
       meeting of creditors, pursuant to section 341 of the
       Bankruptcy Code and under the proper provisions of the
       Bankruptcy Rules;

    b) maintain an official copy of the Debtors' schedule of
       assets and liabilities and statement of financial affairs,
       listing the Debtors' known creditors and the amount owed;

    c) notify all potential creditors of the existence and amount
       of their respective claims as evidenced by the Debtors'
       books and records and set forth in the schedules of assets
       and liabilities and statement of financial affairs;

    d) furnish a notice of the last day of the filing of proofs of
       claims and a form for the filing of a proof of claim, after
       the notice and form are approved by the Court;

    e) file with the Clerk a copy of the notice, a list of persons
       to whom it was mailed, and the date the notice was mailed,
       within ten days of service;

    f) docket all claims received, maintain the official claims
       registers for each Debtor on behalf of the Clerk, and
       provide the Clerk with certified duplicate unofficial
       Claims Registers on a monthly basis, unless otherwise
       directed;

    g) specify in the applicable Claims Register, the information
       for each claim docketed:

          (i) the claim number assigned,

         (ii) the date received,

        (iii) the name and address of the claimant and agent who
              filed the claim, and

         (iv) the classification of the claim;

    h) record all transfers of claims and provide any notices of
       the transfers as required by Bankruptcy Rule 3001;

    i) make changes in the Claims Register pursuant to a Court
       Order;

    j) turn over to the Clerk copies of the Claims Registers for
       the Clerk's review, upon completion of the docketing
       process for all claims received to date by the Clerk's
       office;

    k) maintain the official mailing list for each Debtor of all
       entities that have filed proof of claim, in which the list
       shall be available upon request by a party-in-interest or
       the Clerk;

    l) assist with the solicitation, calculation, and tabulation
       of votes and distribution as required in further
       confirmation of a plan of reorganization by providing
       services including:

         (i) reviewing any disclosure statements or ballots,

        (ii) mailing voting documents to the appropriate parties,

       (iii) coordinating the distribution of any voting and non-
             voting documents,
   
        (iv) handling requests for voting documents and responding
             to related telephone inquiries,

         (v) receiving and examining any ballots and master
             ballots cast and date-stamping the original ballots,

        (vi) tabulating any ballot or master ballots received
             prior to a voting deadline, and

       (vii) preparing a voting certification to be filed with the
             Court; and

     m) box and transport all original documents in proper format
        at the close of the case, as provided by the Clerk's
        office, to the Federal Records Center.

Mr. Michael J. Sherin, Chairman at The Garden City Group discloses
that the Firm received a $5,000 pre-petition retainer with any
excess to be applied to post-petition fees in the first bill.

Mr. Sherin reports The Garden City Group's professionals bill:

    Designation                              Hourly Rate
    -----------                              -----------
    Senior Programmer                        $150 - 175
    Programmer                                125 - 150
    Senior VP Systems & Managing Director     250
    Vice President                            275
    Director/Assistant VP                     150
    Senior Project Manager                    135
    Project Manager                            95
    Quality Assurance                          75 - 125
    Supervisor                                 70 - 90

To the best of the Debtors knowledge, The Garden City Group is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Atlanta, Georgia, Galey & Lord, Inc., a leading  
global manufacturer of textiles for sportswear, including denim,  
cotton casuals and corduroy, and its debtor-affiliates filed for  
chapter 11 protection on August 19, 2004 (Bankr. N.D. Ga. Case No.
04-43098). Jason H. Watson, Esq., and John C. Weitnauer, Esq., at  
Alston & Bird LLP, and Joel H. Levitin, Esq., at Dechert LLP,  
represent the Debtor in its restructuring efforts. When the Debtor  
filed for protection from its creditors, it listed $533,576,000 in  
total assets and $438,035,000 in total debts.


GLOBAL DIGITAL: Jerome Artigliere Resigns as President & CEO
------------------------------------------------------------
Global Digital Solutions, Inc. (OTCBB:GDSI), which specializes in
advanced communications solutions, said Chairman of the Board,
Richard Sullivan, along with board members Arthur Notterman and
Garrett Sullivan resigned as directors. On September 22, 2004,
William J. Delgado, Executive Vice President, was appointed to the
Board of Directors. Subsequently, Jerome C. Artigliere, President,
CEO, COO and Director tendered his resignation from all positions
within Global Digital. Mr. Delgado has assumed all roles
previously held by Mr. Artigliere.

Effective September 24, 2004, Daniel McKelvey and Marcos T. Santos
were appointed to the Board of Directors of Global Digital.

Daniel McKelvey has over 15 years of experience in corporate
finance, private equity and business consulting specializing in
the technology and capital markets industries. He is a co-founder
and managing member of Forte Capital Partners, a private equity
firm based in San Francisco, focused on the technology and
telecommunications industries. In 1996, Mr. McKelvey also co-
founded and directed the investment banking practice of Forte
Capital, a New York-based asset management firm with over $500
million in assets. Prior to that, he spent eight years working for
Accenture (formerly Andersen Consulting) risk management systems.
At Accenture, he worked with Donaldson Lufkin & Jenrette and
Goldman Sachs in New York and The Capital Group in Los Angeles. He
received a bachelor of science in mathematics and computer science
with honors from the University of New Hampshire.

Marcos T. Santos has been a managing member of Forte Capital
Partners from 1999 to present. From 1997-1998, Mr. Santos was the
manager of the San Francisco Consulting Group, which provided
business development, strategy and business integration projects
at Fortune 500 companies. From 1991-1997, Mr. Santos was a manager
at Accenture (formerly Andersen Consulting). Mr. Santos obtained a
bachelor of science in electrical engineering with an emphasis in
computer science and a master of science in management science
from Stanford University.

               About Global Digital Solutions, Inc.

Global Digital Solutions, Inc. is headquartered in Sacramento,
California. Operating as a telecommunications integrator, the
company has developed a host of proprietary service solutions
designed to optimize inter-office communications. The Company
designs, implements and maintains high-speed, state of the art
networks in conjunction with our technology partners to provide
our customers with scaleable, cost effective and reliable systems
that meet today's demanding needs and tomorrow's ever-changing
requirements.

                          *     *     *

                  Liquidity & Capital Resources

In its Form 10-QSB for the quarterly period ended March 31, 2004,
filed with the Securities and Exchange Commission, Global Digital
Solutions, Inc. reported that it requires additional capital in
order to meet its ongoing corporate obligations and in order to
continue and expand its current and strategic business plans.

Global Digital has generated significant losses from operations,
and has experienced declining revenues and profit margins.
Additionally, Global Digital has negative tangible net worth at
March 31, 2004. Global Digital has been unable to bid on certain
contracts because they have been unable to obtain the required
bonding, which is unavailable due to Global Digital's poor
financial position.


GLOBAL DIGITAL: Inks Forbearance Agreement with Laurus Fund
-----------------------------------------------------------
Global Digital Solutions, Inc. (OTCBB:GDSI), which specializes in
advanced communications solutions, received notice from Laurus
Capital Management, LLC, that Global Digital is in default for
non-payment of interest due under its borrowing agreement. On
September 27, 2004, Laurus Funds and the Company entered into a
standstill/forbearance agreement for a period of sixty days.

As reported in the Troubled Company Reporter on Aug. 9, Global
Digital secured a $3 million convertible financing facility from
Laurus Master Fund, Ltd., a New York-based institutional fund that
specializes in direct investments in growing, small capitalization
companies.

The financing facility is a three-year, revolving fixed price
convertible note that bears an interest rate of prime plus 8%;
provided that such interest rate will be reduced to prime plus 3%
upon completion of an equity raise satisfactory to Laurus Funds.
The structure allows for portions of the outstanding balance to be
converted into equity, thereby increasing the funding amounts
available to the Company.

                      Change of Accountants

Effective September 29, 2004, the board of directors of Global
Digital have accepted the resignation of Rubin, Brown, Gornstein &
Co., LLP, as the Company's principal accountants. In addition, the
board of directors has engaged the firm of Russell Bedford
Stefanou Mirchandani LLP as the Company's new principal
accountants. During Global Digital's fiscal year ending June 30,
2004 and the interim period through the date of resignation, there
were no disagreements on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope of
procedure and there were no "reportable events" with Global
Digital.

On September 28, 2004, Global Digital has received approximately
$404,000 in bridge financing. Upon receipt of this financing and
long-term equity financing for Global Digital of at least
$2,000,000 USD, Messrs. Sullivan and Artigliere have agreed to
return approximately 14,100,000 common shares back to Global
Digital. Global Digital is currently in negotiations for the long-
term equity financing.

William J. Delgado, Global Digital's CEO, stated, "Global Digital
has undergone significant changes within the past two weeks. With
the addition of the new board members and the core operational
team in place, and, upon commencement of the long-term financing,
Global Digital is poised and ready to execute its business plan."

               About Global Digital Solutions, Inc.

Global Digital Solutions, Inc. is headquartered in Sacramento,
California. Operating as a telecommunications integrator, the
company has developed a host of proprietary service solutions
designed to optimize inter-office communications. The Company
designs, implements and maintains high-speed, state of the art
networks in conjunction with our technology partners to provide
our customers with scaleable, cost effective and reliable systems
that meet today's demanding needs and tomorrow's ever-changing
requirements.
                          *     *     *

                  Liquidity & Capital Resources

In its Form 10-QSB for the quarterly period ended March 31, 2004,
filed with the Securities and Exchange Commission, Global Digital
Solutions, Inc. said it requires additional capital in order to
meet its ongoing corporate obligations and in order to continue
and expand its current and strategic business plans.

Global Digital has generated significant losses from operations,
and has experienced declining revenues and profit margins.
Additionally, Global Digital has negative tangible net worth at
March 31, 2004. Global Digital has been unable to bid on certain
contracts because they have been unable to obtain the required
bonding, which is unavailable due to Global Digital's poor
financial position.


GOPHER STATE: Hires Ravich Meyer as Bankruptcy Counsel
------------------------------------------------------            
The U.S. Bankruptcy Court for the District of Minnesota gave
Gopher State Ethanol, LLC, permission to employ Ravich Meyer
Kirkman McGrath & Nauman, A Professional Association, as its
bankruptcy counsel.

Ravich Meyer will:

    a) represent the Debtor in connection with all matters related
       to its chapter 11 case;

    b) assist and represent the Debtor in all matters pertaining
       to the discharge of its duties under the Bankruptcy Code;
       and
       
    c) perform other legal services necessary or as required by
       the Debtor.

Michael L. Meyer, Esq., Michael F. McGrath, Esq., and Will R.
Tansey, Esq., are the lead attorneys in Gopher State's
restructuring.  Mr. Meyer discloses that the Debtor paid a
$51,829.69 retainer.

For their professional services, Mr. Meyer will bill the Debtor at
an hourly rate of $325, while Mr. McGrath will charge $290 per
hour and Mr. Tansey will charge $170 per hour.

Ravich Meyer does not have any interest adverse to the Debtor or
its estate.

Headquartered in St. Paul, Minnesota, Gopher State Ethanol, LLC,
manufactures ethanol. The Company filed for chapter 11 protection
on August 11, 2004 (Bankr. D. Minn. Case No. 04-34706). When the
Debtor filed for protection from its creditors, it listed
$12,019,824 in total assets and $36,759,602 in total debts.


GREAT ATLANTIC: Settles Class Action Suit with 29 Franchisees
-------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc. reported the
settlement of a class action by 29 operating and former
franchisees of its Food Basics discount grocery operations in
Ontario, Canada.  The settlement is subject to court approval.

Approximately half of the $32 million settlement represents the
Company's purchase of stores from franchisees participating in the
action, which involved a dispute over certain terms contained in
the previous franchise agreement.

Christian Haub, Chairman of the Board, President and Chief
Executive Officer of A&P, said "The resolution of this matter
enables us to continue growing our strong discount business in
Ontario with a larger complement of corporately owned stores,
while at the same time strengthening our continuing franchise
stores."

Founded in 1859, A&P was one of the nation's first supermarket
chains, and is today among North America's largest.  The Company
operates 643 stores in 11 states, the District of Columbia and
Ontario, Canada under the following trade names: A&P, Waldbaum's,
The Food Emporium, Super Foodmart, Super Fresh, Farmer Jack, Sav-
A-Center, Dominion, The Barn Markets, Food Basics and Ultra Food &
Drug.

                          *     *     *

As reported in the Troubled Company Reporter on August 16, 2004,
Moody's Investors Service downgraded all ratings of The Great
Atlantic & Pacific Tea Company, Inc., including the bank loan to
B2 from Ba3, the three senior note issues to Caa1 from B3, and the
Speculative Grade Liquidity Rating to SGL-3 from SGL-2.

The downgrade is prompted by A&P's high cash burn rate and the
demonstrated inability to tangibly improve weak operations.
Benefiting the ratings are Moody's opinion that cash balances
largely will finance free cash flow deficits over the next four
quarters and A&P's important positions in its core markets around
New York City and Toronto.  The rating outlook continues to be
negative.

These ratings were downgraded:

   -- $400 million revolving credit facility to B2 from Ba3;

   -- $220 million of 7.75% senior notes (2007) to Caa1 from B3;
   
   -- $217 million of 9.125% senior notes (2011) to Caa1 from B3;

   -- $200 million of 9.375% senior notes (2039) to Caa1 from B3;

   -- Senior unsecured shelf to (P)Caa1 from (P)B3;

   -- Subordinated shelf to (P)Caa2 from (P)Caa1;
   
   -- Junior subordinated shelf to (P)Caa2 from (P)Caa1;

   -- Preferred stock shelf to (P)Caa3 from (P)Caa2;

   -- Preferred trust securities issued by A&P Finance I, A&P
      Finance II, and A&P Finance III to (P)Caa2 from (P)Caa1;
   
   -- Speculative Grade Liquidity rating to SGL-3 from SGL-2;

   -- Senior implied rating to B3 from B2; and the

   -- Long-term issuer rating to Caa1 from B3.


HARVEST ENERGY: S&P Puts B- Rating on Planned $200 Million Bonds
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit rating to Calgary, Alta.-based Harvest Energy
Trust and its 'B-' senior unsecured debt rating to the proposed
$200 million seven-year bond to be issued by Harvest Operations
Corporation, a wholly owned subsidiary of Harvest Energy Trust.
The debt is fully guaranteed by the trust and all its wholly owned
subsidiaries.  

The proposed bond issue is rated two notches below the corporate
credit rating, as the priority debt, ranking ahead of the
$200 million, accounts for more than 30% of the trust's asset
base.  The outlook is stable.

"With a limited number of internal growth prospects, reserve
replacement and growth for Harvest is expected to continue to come
through further acquisitions, exposing the trust to future capital
expenditures and limiting opportunities for Harvest to improve its
ratings," said Standard & Poor's credit analyst Michelle Dathorne.

"Nevertheless, we expect Harvest should be able to generate some
free cash flow for debt reduction, given the current strong
hydrocarbon price environment, and the trust's fixed payout
distribution policy.  In addition, Harvest's policy of hedging
a high proportion of its production will limit the trust's
exposure to falling hydrocarbon prices," Ms. Dathorne added.

Harvest is a regional oil and gas producer operating in four core
areas in the Western Canadian Sedimentary Basin.  Formed in
July 2002, Harvest has built its proven reserves through
acquisitions and, to a much smaller extent, through exploration
and development activities.  The company's reserves and production
mix are weighted towards liquids, which currently account for 85%
of the company's gross proven reserves and 86% of its forecasted
2004 production.

Harvest's aggressive financial risk profile reflects the company's
aggressive capital structure; however, the trust's extensive
hedging program serves to offset much of the volatility inherent
in the cyclical and competitive oil and gas industry.  Harvest's
leverage at year-end is anticipated to be about 60% total debt to
capital as a result of the EnCana Corporation acquisition.  

Should hydrocarbon prices remain strong the company is expected to
reduce debt, and leverage is targeted to be approximately 40%.  
Harvest's high proportion of hedged production, in addition to its
fixed payout distribution policy, provides strong cash flow
protection.  If hydrocarbon prices remain at their current robust
levels, the EBITDA interest coverage and total debt to EBITDA
ratios are expected to be about 11x and 1x, respectively.  
However, if the trust chooses to sustain its distributions in a
low to midcycle hydrocarbon price environment, Harvest Energy's
financial profile may be compromised.


HAWAIIAN AIRLINES: Two Plans of Reorganization on the Table
-----------------------------------------------------------
Boeing Capital Corporation and Corporate Recovery Group delivered
a notice to the U.S. Bankruptcy Court for the District of Hawaii
withdrawing their alternative plan of reorganization.  In
addition, Madison 50 Air Partners, LLC, an entity formed by
Harbert Distressed Investment Fund, LP (and affiliated with
Jefferies & Co.), also formally withdrew an alternative plan of
reorganization it had filed for Hawaiian Airlines.  As a result of
the withdrawal of these two plans, there are now on file two
alternative plans of reorganization for Hawaiian Airlines:

    * the Joint Plan of reorganization supported by RC Aviation,
      Holdings, the chapter 11 trustee, and the Creditors
      Committee, and

    * an alternative plan filed by Hawaiian Investment Partners
      Group LLC, the Hawaiian Reorganization Committee LLC and
      Robert C. Knopp.

Lawrence Hershfield, Chief Executive Officer of Holdings, stated
that "We have made substantial progress in the reorganization of
Hawaiian Airlines."

RC Aviation, LLC and Hawaiian Holdings, Inc. (Amex: HA) announced
that on September 27, 2004, the Bankruptcy Court approved the
terms of the previously announced restructuring and settlement
between Boeing and Hawaiian Airlines, Inc., relating to the
modification and assumption of leases between Hawaiian Airlines
and Boeing Capital Corporation for 11 Boeing 717-200s and 3 Boeing
767-300ERs.  RC Aviation and Holdings are co-proponents of a plan
of reorganization for Hawaiian Airlines, together with
Joshua Gotbaum, the chapter 11 trustee for Hawaiian Airlines, and
the Official Committee of Unsecured Creditors of Hawaiian
Airlines.

Pursuant to the settlement agreement, Boeing's claim against
Hawaiian Airlines was also allowed in the amount of $66.5 million.
In addition, RC Aviation agreed to purchase that claim from
Boeing.  Harbert has invested as a minority member in RC Aviation
by contributing a portion of the funds to be used to purchase the
Boeing claim.  

"We hope that Bankruptcy Court approval of the settlement with
Boeing and RC Aviation's purchase of the Boeing claim will
expedite the confirmation of the Joint Plan and the conclusion of
Hawaiian Airlines' chapter 11 case," Mr. Hershfield said.

Headquartered in Honolulu, Hawaii, Hawaiian Airlines, Inc., --
http://hawaiianair.com/-- is a subsidiary of Hawaiian Holdings,  
Inc. (Amex and PCX: HA). The Company provides primarily scheduled
transportation of passengers, cargo and mail. Flights operate
within the South Pacific and to points on the west coast as well
as Las Vegas. Since the appointment of a bankruptcy trustee in May
2003, Hawaiian Holdings has had no involvement in the management
of Hawaiian Airlines and has had limited access to information
concerning the airline. The Company filed for chapter 11
protection on March 21, 2003 (Bankr. D. Hawaii Case No. 03-00817).
Joshua Gotbaum serves as the chapter 11 trustee for Hawaiian
Airlines, Inc. Mr. Gotbaum is represented by Tom E. Roesser, Esq.,
and Katherine G. Leonard at Carlsmith Ball LLP and Bruce Bennett,
Esq., Sidney P. Levinson, Esq., Joshua D. Morse, Esq., and John L.
Jones, II, Esq., at Hennigan, Bennett & Dorman LLP.


HAWAIIAN AIRLINES: Disclosure Statement Hearing Convenes Today
--------------------------------------------------------------
The Honorable Robert J. Faris of the U.S. Bankruptcy Court for the
District of Hawaii will hold a hearing today, October 5, 2004, to
consider the adequacy of information contained in the Disclosure
Statement filed by Hawaiian Airlines, Inc., on August 30, 2004.  

The Disclosure Statement, together with the Joint Plan of
Reorganization, were co-proposed by Joshua Gotbaum, the chapter 11
Trustee of Hawaiian Airlines' chapter 11 case, the Official
Committee of Unsecured Creditors, Hawaiian Holdings, Inc., HHIC,
Inc., and RC Aviation LLC.

A full-text copy of the Disclosure Statement explaining the Joint
Plan is available for a fee at:

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

Under the terms of the Joint Plan, all claims, including unsecured
claims, will be paid in full.  Unsecured creditors can elect to
get either 50 percent of their claim in cash and the remainder in
HHI Common Stock or 100 percent in cash.  Shares in Hawaiian
Holdings, Inc., Hawaiian Airlines' parent company, currently trade
north of $6 per share.  

             Three Disclosure Statement Objections

At today's Disclosure Statement hearing, Judge Faris will be asked
to find that the Disclosure Statement, pursuant to 11 U.S.C. Sec.
1125, contains "adequate information" -- meaning information of a
kind, and in sufficient detail, as far as is reasonably
practicable in light of the nature and history of the debtor and
the condition of the debtor's books and records, that would enable
a hypothetical reasonable investor typical of holders of claims or
interests of the relevant class to make an informed judgment about
the plan.  

Three parties-in-interest say the Disclosure Statement isn't
adequate:
      
    (A) Air Line Pilots Association
     
Rebecca L. Covert, Esq., at Takahashi, Masui, Vasconcellos &
Covert, filed an objection to Disclosure Statement on behalf of
the Air Line Pilots Association, International.  The Air Line
Pilots objection complains about freezing the Pilot's Plan and the
absence of any wage increase for the next three years.  The Pilots
complain that the Plan is funded on the backs of the employees who
are the only stakeholders to have made economic sacrifices in this
case and are the only parties who will not be made whole.

    (B) American Airlines
     
American Airlines, Inc., filed an $11 million claim against
Hawaiian Airlines.  Under the terms of the Plan, American's Claim
is classified as a Lease Related Claim and is reduced to $790,000.  
The balance of the Claim has been classified as an unsecured
claim.  American disputes this classification and treatment of its
claim.  

    (C) Internal Revenue Service
   
Keith S. Blair, Esq., of the U.S. Department of Justice, says the
Disclosure Statement is ambiguous.  Mr. Blair tells the Court that
the Internal Revenue Service filed a $128 million claim for unpaid
taxes on account of deductions it wasn't entitled to take on its
tax returns.  The IRS wants the Disclosure Statement to explain
how the carrier will treat and when it will pay the government's
$128 million claim.  The Chapter 11 Trustee has said in pleadings
filed with the Bankruptcy Court that the IRS' claim is probably
closer to $23 million.  

                            Next Steps

If Judge Faris puts his stamp of approval on the Disclosure
Statement, copies will then be printed and transmitted to
creditors with copies of the Joint Plan.  The carrier's impaired
creditors will be asked to vote to accept or reject the Joint
Plan.  The Plan Proponents will be looking for acceptances from
creditors holding at least two-thirds of the dollars and more than
one-half of the number of claims in each class.  The Plan
Proponents will then return to Judge Faris, lay out their case
that the Joint Plan complies with the 13 requirements set forth in
11 U.S.C. Sec. 1129, and ask him to confirm the Joint Plan.  

Headquartered in Honolulu, Hawaii, Hawaiian Airlines, Inc., --
http://hawaiianair.com/-- is a subsidiary of Hawaiian Holdings,  
Inc. (Amex and PCX: HA). The Company provides primarily scheduled
transportation of passengers, cargo and mail. Flights operate
within the South Pacific and to points on the west coast as well
as Las Vegas. Since the appointment of a bankruptcy trustee in May
2003, Hawaiian Holdings has had no involvement in the management
of Hawaiian Airlines and has had limited access to information
concerning the airline. The Company filed for chapter 11
protection on March 21, 2003 (Bankr. D. Hawaii Case No. 03-00817).
Joshua Gotbaum serves as the chapter 11 trustee for Hawaiian
Airlines, Inc. Mr. Gotbaum is represented by Tom E. Roesser, Esq.,
and Katherine G. Leonard at Carlsmith Ball LLP and Bruce Bennett,
Esq., Sidney P. Levinson, Esq., Joshua D. Morse, Esq., and John L.
Jones, II, Esq., at Hennigan, Bennett & Dorman LLP.


HOLLINGER: Sr. Noteholders Waive Defaults & OK New $15MM Borrowing
------------------------------------------------------------------
Hollinger, Inc., (TSX:HLG.C; HLG.PR.B) reported that on September
30, 2004, a majority in aggregate principal amount of holders of
its outstanding 11.875% Senior Secured Notes due 2011 waived any
and all defaults or events of default under, and non-compliance
with certain covenants of, the indenture governing the Senior
Notes relating to events occurring on or prior to September 30,
2004.  In addition, Hollinger received consents from holders of a
majority in aggregate principal amount of its Senior Notes
approving amendments to the Senior Indenture and the related
security agreement, which, among other things, permit Hollinger to
incur indebtedness in an aggregate amount outstanding not to
exceed $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.

As a result, on September 30, 2004, Hollinger completed a private
placement of $15 million in aggregate principal amount of 11.875%
Senior Secured Notes due 2011.

                  Changes in Capital Structure

As of the close of business on September 30, 2004, Hollinger and
its subsidiaries (other than Hollinger International and its
subsidiaries) had approximately $14.0 million of cash or cash
equivalents on hand and Hollinger owned, directly or indirectly,
792,560 shares of Class A Common Stock and 14,990,000 shares of
Class B Common Stock of Hollinger International.  The increase in
Hollinger's cash and cash equivalents on hand during the period
since its September 15, 2004 status update is substantially due to
the receipt by the company of the net proceeds of the private
placement of the Second Priority Notes.  Based on the
September 30, 2004 closing price of the shares of Class A Common
Stock of Hollinger International on the New York Stock Exchange of
$17.29, the market value of Hollinger's direct and indirect
holdings in Hollinger International was $272,880,462.40.  All of
Hollinger's direct and indirect interest in the shares of Class A
Common Stock of Hollinger International are being held in escrow
with a licensed trust company in support of future retractions of
its Series II Preference Shares and all of Hollinger's direct and
indirect interest in the shares of Class B Common Stock of
Hollinger International are pledged as security in connection with
the Senior Notes and Second Priority Notes.  In addition,
Hollinger previously deposited with the trustee under the Senior
Indenture approximately $10.5 million in cash as collateral in
support of the Senior Notes (which cash collateral is also now
collateral in support of the Second Priority Notes, subject to
being applied to satisfy future interest payment obligations on
the outstanding Senior Notes as permitted by the recent amendments
to the Senior Indenture.

Consequently, there is currently in excess of $269.6 million
aggregate collateral securing the $78 million principal amount of
the Senior Notes outstanding and the $15 million principal amount
of the Second Priority Notes outstanding.

As has been reported in the media, a loan made by Domgroup Ltd., a
wholly owned subsidiary of Hollinger, to The Ravelston Corporation
Limited, in the principal amount of Cdn$1.1 million has been
repaid in full with interest.

                 2003 Audit Still Not Finished

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 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, 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.  $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 the
interest payment with the trustee under the Indenture and
noteholders will receive their interest payment in a timely
manner.

There was in excess of $267.4 million aggregate collateral
securing the $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 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.


HOLLYWOOD CASINO: Amends Acquisition Pact with Eldorado Resorts
---------------------------------------------------------------
Hollywood Casino Shreveport and Eldorado Resorts LLC had amended
their previously announced agreement providing for the acquisition
of the Company by Eldorado in order to extend the deadline for
entering into final acquisition documents from September 30, 2004,
until October 20, 2004. The Agreement, as amended, remains in full
force and effect.

As reported in the Troubled Company Reporter on September 1, the
Agreement also contemplates a financial restructuring of HCS that
will significantly reduce outstanding secured debt obligations and
annual cash interest payments, while rationalizing its capital
structure.

Under the proposed restructuring, holders of the Company's
existing secured notes are to receive $140 million of new first
mortgage notes, $20 million of PIK Preferred Equity Securities, a
25% non-voting equity interest in the reorganized company, and
cash in an amount to be determined, in exchange for existing
secured notes in the principal face amount of $189 million plus
accrued interest.

The Company intends to effectuate the sale and related financial
restructuring transaction through a prepackaged Chapter 11
bankruptcy reorganization to be filed in the fourth quarter of
this year. The Agreement remains subject to final documentation,
subsequent noteholder solicitation and acceptance, filing with and
approval by the Bankruptcy Court of the Agreement, Louisiana
Gaming Control Board approval and certain other conditions.

                     About Eldorado Resorts

Eldorado Resorts LLC owns and operates the Eldorado Hotel & Casino
in Reno, Nevada, and is a joint venture partner with Mandalay
Resort Group in the Silver Legacy Resort Casino, also located in
Reno. The Eldorado Hotel & Casino, had net operating revenues of
$133,000,000 in 2003, has over 84,000 square feet of gaming space,
including over 1,800 slot machines and approximately 75 table
games, 817 guest rooms, 12,000 square feet of convention space and
is renowned for its eight restaurants. The Silver Legacy Resort
Casino had 2003 net operating revenues of $152,000,000. The Silver
Legacy has over 87,000 square feet of gaming space, including over
2,000 slot machines and 80 table games, 1,170 guest rooms, 90,000
square feet of exhibit and convention space, and operates six
distinctive restaurants.

                      About Hollywood Casino

Headquartered in Shreveport, Louisiana, Hollywood Casino
Shreveport operates a casino hotel and resort featuring riverboat
gambling. Its creditors filed an involuntary chapter 11 protection
on September 10, 2004 (Bankr. W.D. La. Case No. 04-13259). Robert
W. Raley, Esq. at 290 Benton Road Spur, Bossier City, LA 71111 and
Timothy W. Wilhite, Esq. at Downer, Hammond & Wilhite, L.L.C.
represent the petitioners in their involuntary petition against
the Debtor. The Company owed $34,958,113 to the petitioners.


ILLINOIS POWER: Fitch Raises Sr. Debt & Preferred Stock Ratings
---------------------------------------------------------------
Fitch upgrades Illinois Power Company's debt ratings:

     -- Senior secured to 'BBB' from 'B';
     -- Senior unsecured to 'BBB-' from 'CCC+';
     -- Preferred stock to 'BB+' from 'CC'.

The company's ratings are also removed from Ratings Watch
Positive.  The Outlook is Positive.

The ratings action follows the acquisition of Illinois Power by
Ameren Corp (senior unsecured 'A-'), which has a significantly
stronger credit profile than its previous parent, Dynegy Corp.
(senior unsecured 'CCC').

Ameren will infuse cash in the form of equity into Illinois Power
and plans to use a significant portion of those funds to reduce at
least $750 million of Illinois Power debt.
Fitch expects that near-term reduction in debt to result in
leverage commensurate with the assigned ratings.

The Positive Outlook reflects Ameren's plan to further reduce
leverage to a level stronger than assumed in current ratings. The
reduction in debt will also lead to improvement in cash flow as
interest expenses will decrease.  Additionally the company's cash
flow and earnings are expected to improve through Ameren's
centralized cost-efficient management of its subsidiaries'
electric and gas operations.

The ratings also take into consideration Illinois Power's stable
cash flows and low-risk business profile as a regulated
distribution utility.  The exposure to commodity price volatility
is limited by its fixed-priced all-requirements power agreement
for 70% of its load with its former parent company DYN through
2006.  The counterparty risk with Dynegy Corp. is a credit
concern.  

This is partially mitigated by Ameren's strong presence in the
wholesale power market in the region.  Ameren is seeking an all-
requirements contract for the remaining 30% of Illinois Power's
POLR needs.

Illinois Power is a transmission and distribution utility serving
more than 590,000 electric and 410,000 gas customers in Illinois.  
Dynegy Corp. provides electricity, natural gas, and natural gas
liquids to wholesale customers in the U.S. and to retail customers
in Illinois.


ILLINOIS POWER: S&P Raises Corporate Credit Rating From B to A-
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Illinois Power Co. to 'A-' from 'B' as a result of the
completed acquisition of the company by Ameren Corporation (A-
/Negative/A-2).  Also, Standard & Poor's removed the rating from
CreditWatch with positive implications.

The outlook is negative.  Both the rating and the outlook on
Illinois Power reflect the consolidated credit quality of the
company's new parent company, Ameren.

"In resolving the CreditWatch listing, Standard & Poor's views
Illinois Power as core to Ameren's business strategy," said
Standard & Poor's credit analyst John Kennedy.

"Because there are no regulatory mechanisms or other structural
barriers in Illinois that sufficiently restrict access by the
parent to the utility's cash, we view the default risk of Illinois
Power as the same as Ameren," continued Mr. Kennedy.


INTELLIGROUP INC: Softbank Completes $15MM Major Equity Investment
------------------------------------------------------------------
Intelligroup, Inc., (Nasdaq: ITIGE), a global provider of
strategic IT outsourcing services, has completed the $15 million
private placement of an aggregate of 17,647,058 shares of the
Company's common stock at a purchase price of $0.85 per share with
SOFTBANK Asia Infrastructure Fund, L.P., an affiliate of SOFTBANK
Corporation, and Venture Tech Assets Pvt. Ltd. The purchasers now
own approximately 50.3% of the Company's outstanding common stock.

"We strongly believe in the long history of valuable services
provided by Intelligroup, the strength of its referenceable
customer base, and its management team," remarked Ravi Adusumalli,
Director with SAIF. "Further, we believe that the Company is
extremely well-positioned to benefit from the increasing demand
for onsite and offshore ERP implementation and support services.
While we are designating a majority of the Board of Directors, we
have faith in the current management team to lead the Company into
the next level of competitiveness and profitability."

"This investment by SOFTBANK is testament to the strength of our
customer base, employees and business model. It reinforces our
strategy and vision for Intelligroup," commented Arjun Valluri,
Chairman and Chief Executive Officer of Intelligroup. "This
investment is also a clear sign to our customers and employees
that Intelligroup is a stable long-term player with great
underlying fundamentals. We look forward to working closely with
SOFTBANK moving forward to improve and grow our business."

In connection with this transaction, SAIF and Venture Tech can
designate five out of nine members of the Company's Board of
Directors. The new Board members designated include:

   -- Andrew Yan, Executive Managing Director of SAIF;
   -- Ravi Adusumalli, Director of SAIF;
   -- Ajit Isaac, Managing Director of PeopleOne Consulting;
   -- Sandeep Reddy, Director of Venture Tech; and
   -- Srinivas Raju, Chairman of the Board of SIFY.

As part of the transaction, Klaus Besier and Nic DiIorio have
resigned from the current Board of Directors.

Simultaneously with this transaction, the Company amended its
credit facility with PNC Business Credit. This amendment included
a waiver of the default previously announced by the Company.

The Company believes the combination of the $15 million investment
and the amendment to the credit facility adequately addresses the
Company's liquidity needs.

The Company has scheduled a conference call today, October 5,
2004, at 1:00 PM EDT to discuss the matters contained in recent
press releases. A live broadcast of the call can be accessed on
the web at http://www.intelligroup.com/or by telephone at (800)  
289-0496 (United States) or (913) 981-5519 (International), access
code Intelligroup. Please access the web site before 12:45 PM to
register, download any necessary software and access any
accompanying presentation materials. For those who cannot access
the live event, the conference call will be archived on the
Intelligroup website for 12 months.

A replay of the conference call will also be available by
telephone 24 hours a day from 4:00 PM EDT on October 5, 2004,
through 12:00 AM EDT on Tuesday, October 19, 2004, by calling
(888) 203-1112 in the United States or (719) 457-0820
internationally, access code 994562.

             About SOFTBANK Asia Infrastructure Fund

SAIF is a private equity fund investing in communications, media
and information technology product and service companies who are
based, have key operations or significant growth potential in the
Asia-Pacific region. SAIF was founded in February 2001 following
the formation of a strategic partnership between SOFTBANK
Corporation and Cisco Systems, the founding limited partner of the
fund. Cisco is a key financial and strategic partner for SAIF.

                        About Intelligroup
   
Intelligroup, Inc. -- http://www.intelligroup.com/-- is a global  
provider of strategic IT outsourcing services. Intelligroup
develops, implements and supports information technology solutions
for global corporations and public sector organizations. The
Company's onsite/offshore delivery model has enabled hundreds of
customers to accelerate results and significantly reduce costs.
With extensive expertise in industry-specific enterprise
solutions, Intelligroup has earned a reputation for consistently
exceeding client expectations.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 28, the
Company is in default under its revolving credit facility as a
result of the failure to file its Form 10-Q for the 2004 second
quarter in a timely manner, and expects it would also be in
default under certain financial covenants based on likely second
quarter results. The Company is working with its senior lender to
obtain waivers for such defaults. Although the Company believes at
this time that it will obtain waivers of these defaults from the
lender under its revolving credit facility, if the Company cannot
obtain such waivers, the indebtedness outstanding under its
revolving credit facility could be accelerated.


INTELLIGROUP INC: Releases Disclosure & Internal Control Info
-------------------------------------------------------------
Intelligroup, Inc., (Nasdaq: ITIGE), a global provider of
strategic IT outsourcing services, released an evaluation of its
disclosure controls and its internal controls. The Company's
management, including its new finance and accounting management,
continues to evaluate and improve upon the effectiveness of its
disclosure controls and internal controls.

In its most recent evaluation, the Company's management concluded
that the Company's disclosure controls were designed to ensure
that material information relating to the Company and its
subsidiaries was made known to the Company's senior management.
However, primarily because the Company experienced difficulty in
providing information required to be disclosed in the reports that
it files or submits under the Exchange Act within the time periods
required by the federal securities laws, the Company's management
concluded that its disclosure controls were not effective, and the
Company management is working to remedy and improve its reporting
capabilities.

To provide background behind some of the Company's recent
challenges, the Company has also announced various changes in the
Company's internal controls over financial reporting. These
changes include the implementation of a significant upgrade to the
Company's financial systems, as well as significant personnel
changes, including the hiring of a new Chief Financial Officer and
other new hires to the financial management and staff. These
changes have materially affected the Company's internal control
over financial reporting in the following manner:

   (i) the upgraded financial system has resulted in a change of
       internal processes relating to financial reporting,
       requiring staff training and adjustment;

  (ii) the upgraded financial system has resulted in intensive
       manual processes requiring additional resources of the
       Company;

(iii) the upgraded financial system has resulted in a slower
       closing process; and

  (iv) the changes to the financial department staff have resulted
       in a loss of historical know-how.

The Company conducted this internal control review in conjunction
with the Company's ongoing assessment in preparation for providing
the required certifications under Section 404 of the Sarbanes-
Oxley Act of 2002 and to remedy existing material weaknesses with
its internal controls. The Company has taken certain steps in this
regard including, and without limitation:

    (i) the Company has established an internal team, sponsored by
        the Chief Financial Officer and including participation by
        other executives, responsible for the assessment and
        testing of internal controls and the remediation, if
        necessary, of identified issues with the Company's
        internal controls;

   (ii) the Company has retained a large, nationally recognized
        accounting and consulting firm to assist and advise the
        Company in relation to these efforts; and

  (iii) an internal project plan relating to these efforts was
        adopted by the team and the team is currently executing
        against this plan.

The Company is initially focused on its key business areas
including timesheet entry, contract administration, billing,
revenue recognition, and subcontractor processes. This assessment
has raised the these areas of concern and focus:

    (i) increasing the Company's control over the accuracy of the
        financial information being entered into the financial
        systems;

   (ii) evaluating the Company's processes, policies and
        procedures and, where appropriate, improving and
        increasing the enforcement of the same;

  (iii) training the Company's new and existing financial
        department resources in the upgraded financial system and
        training back-up personnel in critical areas; and

   (iv) evaluating the segregation of duties as it relates to key
        financial reporting roles and improving managerial
        oversight of such resources.

The Company's internal control review is also evaluating whether
internal control deficiencies contributed to the reporting errors
that gave rise to the previously announced restatement of
financial statements for prior periods and to the liquidity issues
which were mentioned in conjunction with the recently- closed
$15,000,000 private placement transaction with SOFTBANK Asia
Infrastructure Fund, L.P. and Venture Tech Assets Pvt. Ltd.

The Company discussed the foregoing conditions with its Audit
Committee and will continue to regularly update and receive input
from its Audit Committee moving forward. As noted, the Company has
not yet filed a report on Form 10-Q for the quarter ended June 30,
2004 and will not timely file a Report on Form 10-Q for the
quarter ended September 30, 2004. As discussed, this is primarily
the result of turnover in its accounting staff which occurred
while working through a financial system conversion as well as
delay associated with the Company's restatement of its prior
periods. In designing and evaluating the Company's internal
controls and disclosure controls, the Company's management
recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of
achieving their objectives and management necessarily applied its
judgment in evaluating the cost-benefit relationship of possible
controls and procedures.

"Clearly we have challenges in regard to reporting information to
our investing public", said David Distel the Company's Chief
Financial Officer. "We have been making steady progress on
improving our internal controls and expect to be able to resume
regular timely financial reports as soon as we are able to
conclude on the previously announced restatement of financial
results for historical periods. We recognize this is important to
our shareholders and reiterate our commitment in this regard". Mr.
Distel continued, "Our fundamental business remains strong and
given our recent cash infusion, we are excited about the prospects
for our business and putting these reporting challenges behind
us."

The Company further announced an update to its NASDAQ listing
status. As announced on August 19, 2004, the Company received a
delisting notice from the NASDAQ Listing Qualification Department
regarding the Company's failure to timely file its quarterly
report on Form 10-Q. The Company has met with a NASDAQ listing
panel in regard to these issues. In addition and as expected, the
Company recently received a notice from NASDAQ that its recently
closed $15,000,000 private placement transaction with SOFTBANK
Asia Infrastructure Fund, L.P., and Venture Tech Assets Pvt. Ltd
resulted in the Company not being in compliance with the
shareholder approval, proxy solicitation and listing of additional
share requirements as set forth in the Nasdaq Marketplace Rules
4350(i)(1)(B); 4350(i)(1)(D) and 4310(c)(17), respectively. The
Company continues to work with NASDAQ in regard to these issues.
Given its failure to comply with the above-mentioned NASDAQ rules,
the Company can give no assurances that the Company will continue
to be listed on the NASDAQ or regain compliance in terms of
existing deficiencies.

                        About Intelligroup

Intelligroup, Inc. -- http://www.intelligroup.com/-- is an  
information technology services strategic outsourcing partner to
the world's largest companies. Intelligroup develops, implements
and supports information technology solutions for global
corporations and public sector organizations. The Company's
onsite/offshore delivery model has enabled hundreds of customers
to accelerate results and significantly reduce costs. With
extensive expertise in industry-specific enterprise solutions,
Intelligroup has earned a reputation for consistently exceeding
client expectations.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 28, the
Company is in default under its revolving credit facility as a
result of the failure to file its Form 10-Q for the 2004 second
quarter in a timely manner, and expects it would also be in
default under certain financial covenants based on likely second
quarter results. The Company is working with its senior lender to
obtain waivers for such defaults. Although the Company believes at
this time that it will obtain waivers of these defaults from the
lender under its revolving credit facility, if the Company cannot
obtain such waivers, the indebtedness outstanding under its
revolving credit facility could be accelerated.


INTERMET CORP: Gets $60 Million DIP Financing Commitment
--------------------------------------------------------
INTERMET Corporation (Nasdaq: INMT) has obtained a commitment for
a twelve-month secured debtor-in-possession revolving credit
facility of up to $60 million in principal amount from one of its
pre-petition lenders.

The DIP facility, which will provide INTERMET with $20 million of
availability upon Bankruptcy Court approval, is subject to
execution of definitive loan documentation and various other
conditions, including the placement of a lien on substantially all
of INTERMET's assets having priority over the liens of the
company's pre-petition lenders. The company expects to apply for
Bankruptcy Court approval this week. The remaining $40 million of
availability under the DIP facility is subject to various
additional conditions and limitations, including:

   -- the lender's satisfaction with its due diligence
      investigation;

   -- approval by the lender of a budget prepared by INTERMET; and

   -- final approval by the Bankruptcy Court.

INTERMET will be subject to customary financial and other
covenants under the terms of the DIP facility.

On October 1, 2004, the company obtained the Bankruptcy Court's
approval of several "first-day" motions. The first-day motions
were filed by INTERMET and its domestic subsidiaries in the U.S.
Bankruptcy Court for the Eastern District of Michigan, as part of
its petition for relief under Chapter 11 of the U.S. Bankruptcy
Code filed on September 29, 2004, as previously announced.
Specifically, the Bankruptcy Court entered an order approving the
company's continued use of cash collateral pending either a
further hearing to authorize additional use of cash collateral, if
necessary, on October 15, 2004, or the availability of its DIP
financing. The company believes that access to its cash collateral
should be adequate for the conduct of business without drawing
upon the DIP facility at least through mid-October. The Bankruptcy
Court also entered an order permitting the company to pay pre-
petition employee wages, salaries and benefits during its
restructuring under Chapter 11. The company expects the Bankruptcy
Court to consider certain other of its first-day motions on
Friday, October 8, 2004.

The bankruptcy cases of INTERMET and its domestic subsidiaries are
being jointly administered and have been assigned to the Honorable
Marci McIvor. The case number of the main case, which should be
referred to for all docket entries in the cases, is 04-67597.

Gary F. Ruff, Chairman and CEO of INTERMET, said, "We are pleased
that we have been able to quickly secure a DIP-financing
commitment and approval of our first-day motions so that we can
move forward with our restructuring efforts. We are particularly
encouraged to have received a commitment for up to $60 million,
which is $10 million more than we initially anticipated receiving.
The orders entered by the Bankruptcy Court, coupled with our
anticipated DIP financing, will provide us with needed liquidity
as we design and implement our restructuring plan."

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 and its debtor-affiliates filed for chapter 11 protection
on September 29, 2004 (Bankr. E.D. Mich. Case No.
04-67597). Salvatore Barbatano, Esq., at Foley & Lardner LLP
represents the Debtors in their restructuring efforts.  When the
Debtors filed for bankruptcy, they listed $735,821,000 in total
assets and $592,816,000 in total debts.


INTERMET CORP.: Lists of the Debtors' Largest Unsecured Creditors
------------------------------------------------------------------
INTERMET Corporation and its debtor-affiliates released lists of
their 20-largest unsecured creditors:

(A) INTERMET Corporation, Bankr. Case No. 04-67597

    Creditor                        Nature of Claim  Claim Amount
    --------                        ---------------  ------------
US Bank National Association        Co-Guarantor on  $175,000,000
as Indenture Trustee                unsecured bond
Attn: Corporate Trust Admin.        indebtedness
180 East 5th St., Suite 200
St. Paul, MN 55101   
                                                     
Yxlon International, Inc.           __________           $520,719
3400 Gilchrist Road
Akron, OH 44260                   

KPMG LLP                            Trade Debt           $359,015
150 W. Jefferson
Detroit, MI 48226
Attn: Marlene Baud
      (212) 983-0200

Ernst & Young LLP                   __________           $300,000
500 Woodward Ave.
Detroit, MI 48226                                        

Mercer Human Resource               __________           $102,442
5720 LBJ Freeway, Suite 200
Dallas, TX 75240

Line Precision, Inc.                Trade Debt            $92,693
21666 W. Eight Mile
Farmington Hills, MI 48336
Attn: Stanley Clark
      rclark@lineprecisions.com
      (248) 474-5280

COR Solutions, Inc.                 Trade Debt            $89,137
1563 Paysphere Circle               
Chicago, IL 60674

SRI Quality System Registrar        Trade Debt            $83,084
105 Bradford Road, Suite 400
Wexford, PA 15090
Attn: Will Bennet
      (724) 934-9000

Deltamation, Inc.                   Trade Debt            $76,710
2605 S. Euclid Ave.
Bay City, MI 48706           

Squire, Sanders & Dempsey           Trade Debt            $62,212

EGH/Timerland Three L.              Trade Debt            $58,867

Marsh USA Inc.                      Trade Debt            $56,250

Taft, Stettinius & Hollister        Trade Debt            $50,929

Kelly General Construction Co.      Trade Debt            $47,610

Amtech International                Trade Debt            $38,286

Sprint                              Trade Debt            $37,342

United American Insurance           Trade Debt            $36,364

South East State LLC                Trade Debt            $33,334

Wayne Booth Investments             Trade Debt            $25,300

Meissner Modellbau GmBH             Trade Debt            $22,218

Bodine Electric                     Trade Debt            $20,854


(B) Intermet U.S. Holding, Inc., Bankr. Case No. 04-67598

    Creditor                        Nature of Claim  Claim Amount
    --------                        ---------------  ------------
US Bank National Association        Co-Guarantor on  $175,000,000
as Indenture Trustee                unsecured bond
Attn: Corporate Trust Admin.        indebtedness
180 East 5th St., Suite 200
St. Paul, MN 55101   
                                                     
David J. Joseph Company             Trade Debt         $2,002,885
Brokerage Service Division
300 Pike Street
Cincinnati, OH 45202
Attn: Jim Becker, VP Trading
      jb@djj.com
      (513) 621-8770

Miller and Company LLC              Trade Debt           $511,052
35239 Eagle Way
Chicago, IL 60678
Attn: Susan Dude
      (847) 695-2400

Industrial Supply Corp.             Trade Debt           $393,593
1905 Westwood Ave.       
Richmond, VA 23227           
Attn: Barbara Robertson
      (804) 355-8041

Hill and Griffith Co.               Trade Debt           $267,453
1085 Summer St.
Cincinnati, OH 45204
Attn: Fred Kahmann
      (513) 921-1075

Muscogee County Tax Commissioner    Trade Debt           $208,755
100 10th Street
Columbus, GA 31901
Attn: Lula Huff
      (706) 653-4211

HA International, LLC               Trade Debt           $131,481
Borden Chemical
22668 Network Place
Chicago, IL 60673

Industrial Powder Coatings          Trade Debt           $125,133
202 Republic Street
Norwalk, CT 44857
Attn: Missy Smith
      (419) 668-4436

Wedron Silica-Fairmount             Trade Debt           $117,115
P.O. Box 73402-N
Cleveland, OH 44193

YUSA Corporation                    Trade Debt           $115,003
151 Jamison Road NW
Washington Courthouse, OH 43160    
Attn: Takeshi Kawai
      (740) 335-0335

Wheelabrator Abrasives              Trade Debt           $101.546
1691 Phoenix Blvd.
Atlanta, GA 30349
Attn: Bill Koshut
      (540) 586-0856

Heat Treating Services              Trade Debt           $89,293
915 Cesar E. Chavez Ave.      
Pontiac, MI 48340
Attn: Dawn Wahley
      (248) 858-2230

Polymet Alloys, Inc.                Trade Debt           $75,377
1757 Highway 31
Saginaw, AL 35137
Attn: Sandy Vinson
      (205) 620-1266

Elkem Metals, Inc.                  Trade Debt           $72,141

Manpower, Inc.                      Trade Debt           $66,498

Metokote Corporation                Trade Debt           $65,655

Robinson Foundry                    Trade Debt           $65,287

Foseco, Inc.                        Trade Debt           $55,706

New River Solid Waste Management    Trade Debt           $53,741

Dexter Fastener Tech., Inc.         Trade Debt           $50,503

Georgia Power Company               Trade Debt           $48,307


(C) Alexander City Casting Co., Inc., Bankr. Case No. 04-67599

    Creditor                        Nature of Claim  Claim Amount
    --------                        ---------------  ------------
US Bank National Association        Co-Guarantor on  $175,000,000
as Indenture Trustee                unsecured bond
Attn: Corporate Trust Admin.        indebtedness
180 East 5th St., Suite 200
St. Paul, MN 55101   


(D) Ganton Technologies, Inc., Bankr. Case No. 04-67600

    Creditor                        Nature of Claim  Claim Amount
    --------                        ---------------  ------------
US Bank National Association        Co-Guarantor on  $175,000,000
as Indenture Trustee                unsecured bond
Attn: Corporate Trust Admin.        indebtedness
180 East 5th St., Suite 200
St. Paul, MN 55101   

IMCO Recycling                      Trade Debt         $2,113,833
430 W. Garfield                     
Coldwater, MI 49036
Attn: Don Pomeroy, Controller
      (517) 279-9596

Dana Corporation                    Trade Debt           $530,127
Plumley Division
100 Plumley Drive
Paris, TN 38242
Attn: Robert Richter
      (419) 525-4500
      (731) 642-5582

Aluminum Resources, Inc.            Trade Debt           $349,162
789 Swan Dr.
Smyrna, TN 37167
Attn: Mark Morris
      (615) 355-6500

VJ Mattson                          Trade Debt           $266,610
9200 W. 191st
Mokena, IL 60448
Attn: John Chwasyczewski
      (708) 631-1990

Trelleborg Automotive               Trade Debt           $211,200
Trelleborg Rubore, Inc.
445 Enterprise Ct.
Bloomfield Hills, MI 48302
Attn: George Caplea, Exec. VP
      (248) 631-0100

Behr Metals                         Trade Debt           $210,896
1100 Seminary Street
Rockford, IL 61109
Attn: Tom Beck
      (815) 987-2755

Spectro Alloys Corp.                Trade Debt           $208,666
13220 Doyle Path
Rosemount, MN 55068
Attn: Mitch Kvasnick
      (651) 437-2815

Quadra                              Trade Debt           $169,957
1810 Renaissance Blvd.
Sturtevant, WI 53177
Attn: Craig Kilpatrick
      (262) 417-1301

Al Cast Company                     Trade Debt           $165,332
8821 N. University
Peoria, IL 61615
Attn: Steven Wessels
      (309) 691-5513

Commercial Alloys                   Trade Debt           $154,879
1831 E. Highland Rd.
Twinsburg, OH 44087
Attn: Linda Ayala
      layala@commercialalloys.com
      (330) 405-5440

Pulaski Electric, Inc.              Trade Debt           $124,254
128 South 1st Street
Pulaski, TN 38478

Kaztex Energy Management            Trade Debt           $115,367
(Wisconsin Energy Corporation)
250 Bishops Way
P.O. Box 1040
Brookfield, WI 53005

W.G. Strohwig Tool                  Trade Debt           $108,165
3285 Industrial Road
Richfield, WI 53066
Attn: Mike Retzer
      (262) 628-4477

Bellwright Industries               Trade Debt            $93,960
10186 Bellwright Rd.
Summerville, SC 29483

Citation Corporation                Trade Debt            $86,826
W129 N5460 Oak Lane
Menomonee Falls, WI 53052
Attn: Mark Thones
      (262) 781-8210

G.E. Capital Corporation            Trade Debt            $85,915
600 W. Peachtree NW
Atlanta, GA 30308
Attn: ___________________
      (404) 877-1729

Freudenberg-Nok                     Trade Debt            $85,394
General Partnership
One Nok Drive
Cleveland, OH 30528
Attn: Trellis Reed
      (706) 865-1665

Intercon Waterproofing Consultants  Trade Debt            $78,003
820 Water Street
Racine, WI 53403

Merwin Stoltz Co.                   Trade Debt            $73,138

RES Manufacturing                   Trade Debt            $63,774


(E) Intermet Holding Company, Bankr. Case No. 04-67601

    Creditor                        Nature of Claim  Claim Amount
    --------                        ---------------  ------------
    None.


(F) SUDM, Inc., Bankr. Case No. 04-67602

    Creditor                        Nature of Claim  Claim Amount
    --------                        ---------------  ------------
US Bank National Association        Co-Guarantor on  $175,000,000
as Indenture Trustee                unsecured bond
Attn: Corporate Trust Admin.        indebtedness
180 East 5th St., Suite 200
St. Paul, MN 55101   

(G) Ironton Iron, Inc., Bankr. Case No. 04-67603

    Creditor                        Nature of Claim  Claim Amount
    --------                        ---------------  ------------
US Bank National Association        Co-Guarantor on  $175,000,000
as Indenture Trustee                unsecured bond
Attn: Corporate Trust Admin.        indebtedness
180 East 5th St., Suite 200
St. Paul, MN 55101   


(H) Intermet Illinois, Inc., Bankr. Case No. 04-67604

    Creditor                        Nature of Claim  Claim Amount
    --------                        ---------------  ------------
US Bank National Association        Co-Guarantor on  $175,000,000
as Indenture Trustee                unsecured bond
Attn: Corporate Trust Admin.        indebtedness
180 East 5th St., Suite 200
St. Paul, MN 55101   


(I) Cast-Matic Corporation, Bankr. Case No. 04-67605

    Creditor                        Nature of Claim  Claim Amount
    --------                        ---------------  ------------
US Bank National Association        Co-Guarantor on  $175,000,000
as Indenture Trustee                unsecured bond
Attn: Corporate Trust Admin.        indebtedness
180 East 5th St., Suite 200
St. Paul, MN 55101   

Alcan Aluminum Corporation          Trade Debt         $1,425,071
6060 Parkland Blvd.
Cleveland, OH 44124
Attn: JoAnne Longworth, VP
      (440) 423-6600

ALFE Heat Treating, Inc.            Trade Debt           $251,939
200 Wedcor Ave.
Wabash, IN 46992
Attn: Claire Annette, Director
      (260) 747-9422

FLIR Systems, Inc.                  Trade Debt            $47,339

Jerz Machine Tool Corp.             Trade Debt            $47,261

Pyrotek, Inc.                       Trade Debt            $41,541

Hiler Industries                    Trade Debt            $38,689

J&L Industrial Supply               Trade Debt            $37,111

Jackson, Shields & Yeiser           Trade Debt            $35,631

Scope Services, Inc.                Trade Debt            $32,498

C.P.C. Inc.                         Trade Debt            $27,674

Wood Temporary Staffing             Trade Debt            $25,662

Metallurg                           Trade Debt            $21,191

Allied Van Lines, Inc.              Trade Debt            $15,948

Cutting Tools & Service             Trade Debt            $15,184

QME Quality Mold & Engineering      Trade Debt            $11,440

Pioneer Foundry                     Trade Debt            $11,340

Dimetek International               Trade Debt            $11,323

_____________________               Trade Debt            $10,690

Capital Technologies, Inc.          Trade Debt            $10,109

McMaster-Carr Supply Company        Trade Debt            $10,056


(J) Lynchburg Foundry Company, Bankr. Case No. 04-67606

    Creditor                        Nature of Claim  Claim Amount
    --------                        ---------------  ------------
US Bank National Association        Co-Guarantor on  $175,000,000
as Indenture Trustee                unsecured bond
Attn: Corporate Trust Admin.        indebtedness
180 East 5th St., Suite 200
St. Paul, MN 55101   

David J. Joseph Company             Trade Debt         $2,698,856
Brokerage Service Division
300 Pike Street
Cincinnati, OH 45202
Attn: Jim Becker, VP Trading
      jb@djj.com
      (513) 621-8770

Autocom Manufacturing               Trade Debt           $479,392
11621 Mount Elliott Ct., Ste. 108
Hamtramck, MI 48212

Miller and Company LLC              Trade Debt           $371,297
35239 Eagle Way
Chicago, IL 60678
Attn: Stephanie Lowe
      9700 W. Higgins Rd., Ste. 1000
      Rosemont, IL 60018
      (800) 727-9847

Alabama By-Products Corp.           Trade Debt           $220,585
900 Huntsville Ave.
Tarrant, AL 35211    
Attn: Ray Lewis
      (800) 321-4015

CC Metals & Alloys, Inc.            Trade Debt           $165,274
University Corporate Centre
300 Corporate Parkway, Suite 216N
Amherst, NY 14226
Attn: Mitch Burk
      (800) 833-2200

Foseco, Inc.                        Trade Debt           $129,868
20200 Sheldon Road
Brookpark, OH 44142
Attn: Mike Bell
      (800) 321-3132

Elkem Metals, Inc.                  Trade Debt           $107,632
22493 Network Place
Chicago, IL 60673
Attn: Linda Talbot
      (800) 848-9795

Wheelabrator Abrasives, Inc.        Trade Debt           $104,478
#1 Abrasive Ave.
Bedford, VA 23523
Attn: Brenda Walker
      (800) 358-7466

R.I. Lampus Co.                     Trade Debt            $84,636
816 R.I.. Lampus Ave.
Springdale, PA 15144
Attn: Shelly
      (724) 274-5035

Piedmont Foundry Supply, Inc.       Trade Debt            $84,235
3191 Rogers Land        
Cloverdale, VA 24077
Attn: Bob Brimingham
      (540) 992-3911

Commercial Steel Erection, Inc.     Trade Debt            $76,951
153 Ragland Road
Madison Heights, VA 24572
Attn: Danny Moon
      (434) 845-7536

Omnisource Ft. Wayne                Trade Debt            $70,992

Waste Management                    Trade Debt            $69,190

Globe Metallurgical, Inc.           Trade Debt            $62,799

Umetco, Inc.                        Trade Debt            $54,680

Tuscola Saginaw Bay Railway         Trade Debt            $51,143

Wexford Sand Company                Trade Debt            $49,969

Colonial Energy, Inc.               Trade Debt            $48,209

HA International, LLC               Trade Debt            $47,475

Hill and Griffith Co.               Trade Debt            $46,652


(K) Intermet International, Inc., Bankr. Case No. 04-67607

    Creditor                        Nature of Claim  Claim Amount
    --------                        ---------------  ------------
    None.

(L) Northern Castings Corporation, Bankr. Case No. 04-67608

    Creditor                        Nature of Claim  Claim Amount
    --------                        ---------------  ------------
US Bank National Association        Co-Guarantor on  $175,000,000
as Indenture Trustee                unsecured bond
Attn: Corporate Trust Admin.        indebtedness
180 East 5th St., Suite 200
St. Paul, MN 55101   

Behr Iron & Steel Co.               Trade Debt           $508,134
1100 Seminary Street
Rockford, IL 61104
Attn: April Potts
      (815) 987-2600

Alter Trading Corporation           Trade Debt           $153,187
689 Craig Road
St. Louis, MO 63141
Attn: ___________________
      info@altertrading.com
      (314) 872-2400

Minnesota Power                     Trade Debt           $127,777
30 West Superior Street
Duluth, MN 55802
Attn: ___________________
      (218) 722-2625

Miller and Company LLC              Trade Debt           $119,068
35239 Eagle Way
Chicago, IL 60678
Attn: John Adcock, President
      9700 W. Higgins Rd., Ste. 1000
      Rosemont, IL 60018
      (847) 695-2400

Elkem Metals, Inc.                  Trade Debt           $100,806
22493 Network Place
Chicago, IL 60673
Attn: Bill Ferguson, VP
      Airport Office Park Bldg. 2
      400 Rouser Road
      Moon Township, PA 15108
      b.Ferguson@elkem.com
      (412) 299-7200

American Colloid Company            Trade Debt            $75,827
1500 West Shure Drive
Arlington Heights, IL 60004    
Attn: Christopher Kodosky
      (800) 426-5564

Cast Corporation                    Trade Debt            $49,285

Leading Edge Enterprises            Trade Debt            $______

________________________            __________            $______

Bob Scofield Trucking               Trade Debt            $22,650

EMSCO, Inc.                         Trade Debt            $21,824

DISA Industries, Inc.               Trade Debt            $21,637

Baldwin Supply Co.                  Trade Debt            $18,625

Tritec of Minnesota, Inc.           Trade Debt            $14,548

Vickers Engineering                 Trade Debt            $14,101

Airgas - North Central              Trade Debt            $12,463

Carpenter Brothers, Inc.            Trade Debt            $11,582

Minnesota Industries                Trade Debt            $11,359

National Metal Abrasive, Inc.       Trade Debt            $10,060

________________________            __________             $_____


(M) Columbus Foundry, L.P., Bankr. Case No. 04-67609

    Creditor                        Nature of Claim  Claim Amount
    --------                        ---------------  ------------
US Bank National Association        Co-Guarantor on  $175,000,000
as Indenture Trustee                unsecured bond
Attn: Corporate Trust Admin.        indebtedness
180 East 5th St., Suite 200
St. Paul, MN 55101   
                                                     
David J. Joseph Company             Trade Debt         $4,190,955
Brokerage Service Division
300 Pike Street
Cincinnati, OH 45202
Attn: Jim Becker, VP Trading
      jb@djj.com
      (513) 621-8770

Primetrade, Inc.                    Trade Debt           $846,819
11301 Carmel Commons Blvd.
Charlotte, NC 28226
Attn: Ann Jorgensen
      annjorgensen@primetradeusa.com
      (704) 541-3942

American Colloid Company            Trade Debt           $319,735
1500 West Shure Drive
Arlington Heights, IL 60004
Attn: Christopher Kodosky
      (800) 426-5564

Metokote Corporation                Trade Debt           $201,484
1340 Neubrecht Road
Lima, OH 45801
Attn: ___________________
      100 S. L. White Blvd.
      Lagrange, GA 30241
      (706) 885-1060

Muscogee County Tax Department      Trade Debt           $180,783
100 10th Street
Columbus, GA 31901
Attn: Lula Huff
      (706) 653-4211

Interstate Electrical Supply        Trade Debt           $178,161
2300 2nd Ave.
Columbus, GA 31901
Attn: Debby Hatcher
      dhatcher@interstate-electrical.com
      (706) 324-1000

Perfect Patterns, Inc.              Trade Debt           $160,390
5730 Miller Court       
Columbus, GA 31909
Attn: Mike Delmar, Owner
      (706) 561-4949

UMETCO, Inc.                        Trade Debt           $158,229
8651 East Seven Mile Road         
Detroit, MI 48234
Attn: Kris Bolle, Controller
      kris@u-metco.com
      (313) 366-1010

Larpen Metallurgical Service        Trade Debt           $153,713
1111 Western Drive
Hartford, WI 53027  
Attn: Darlene Longanecker
      darlene@larpen.com
      (262) 673-9709


Elkem Metals, Inc.                  Trade Debt           $128,583
22493 Network Place
Chicago, IL 60673
Attn: Bill Ferguson, VP
      Airport Office Park Bldg. 2
      400 Rouser Road
      Moon Township, PA 15108
      b.Ferguson@elkem.com
      (412) 299-7200

Hickman, Williams & Company         Trade Debt           $127,570
250 E. 5th Street
Cincinnati, OH 45202
Attn: Pam Evans, Controller
      pevans@hickwill.com
      (513) 621-1946

Wheelabrator Abrasives, Inc.        Trade Debt           $115,941
1691 Phoenix Blvd.
Atlanta, GA 30349
Attn: Christy Travis
      ctravin.wbr@wheelabr.com
      (770) 991-7404
  
Motion Industries, Inc.             Trade Debt            $98,134
506 Manchester Expressway
Columbus, GA 31904
Attn: Nancy Watson
      nancy.Watson@motion-ind.com
      (706) 324-0313

Wheelabrator Abrasives, Inc.        Trade Debt            $92,049
1691 Phoenix Blvd.
Atlanta, GA 30349
Attn: Christy Travis
      ctravin.wbr@wheelabr.com
      (770) 991-7404

Industrial 1 Supply Co.             Trade Debt            $84,897
800 15th Street
Columbus, GA 31901

   - and -

W.T. Harvey Lumber (Parent Company)
800 15th Street
Columbus, GA 31901
Attn: ___________________
      (706) 322-8204

Norfolk Southern Corporation        Trade Debt            $80,984
Three Commercial Place, Suite 2000
Norfolk, VA 23510

Globe Metallurgical Inc.            Trade Debt            $79,451
Washington City Road 32               
Beverly, OH 45715

Smith Gray Electric Co.             Trade Debt            $76,009
1508 Cusseta Rd.
Columbus, GA 31901

Gentry machine Works, Inc.          Trade Debt            $67,307

Southern States Toyotalift          Trade Debt            $64,822


(N) Tool Products, Inc., Bankr. Case No. 04-67610

    Creditor                        Nature of Claim  Claim Amount
    --------                        ---------------  ------------
US Bank National Association        Co-Guarantor on  $175,000,000
as Indenture Trustee                unsecured bond
Attn: Corporate Trust Admin.        indebtedness
180 East 5th St., Suite 200
St. Paul, MN 55101   
                                                     
Spectro Allots Corp.                Trade Debt         $1,440,877
13220 Doyle Path
Rosemount, MN 55068
Attn: Mitch Kvasnick
      (651) 437-2815

Penn Tool Co.                       Trade Debt           $840,496
1776 Springfield Ave.
Maplewood, NJ 07040

G.W. Smith and Sons, Inc.           Trade Debt           $234,674
1700 Spaulding Road
Dayton, OH 45432

Midvale Manufacturing Company       Trade Debt           $159,338
6310 Main Street NE
Minneapolis, MN 55421

Kurt Manufacturing Company          Trade Debt           $143,762
5280 Main Street NE
Minneapolis, MN 55421

Spherion                            Trade Debt           $120,739
11 S. LaSalle Street
Chicago, IL 60603
Attn: ___________________
      (213) 917-1515

Arrow Cryogenics                    Trade Debt           $110,215
1671 93rd Lane Northeast
Blaine, MN 55449
Attn: Linda Ackley
      linda@arrowcryogenics.com
      (763) 780-3367

Sub-Mex                             Trade Debt            $99,367
9129 E. U.S. Highway 36
Avon, IN 45123

Carlton Bates Company               Trade Debt            $93,776
3600 West 69th Street
Little Rock, AR 72209

Noranda Aluminum                    Trade Debt            $91,888
181 Bay Street, Suite 200
BCE Place
Toronto, Ontario M5J 2T3 CANADA
Attn: Lou McDonald
      291 St. Jude Industr.
      New Madrid, MO 63869
      (573) 643-2361

Motion Industries, Inc.             Trade Debt            $90,780
1605 Alton Road
Birmingham, AL 35210        

Verizon Wireless                    Trade Debt            $88,192
P.O. Box 660108
Dallas, TX 75266

Spray Rite, Inc.                    Trade Debt            $81,546
5401 South Zero Street
Ft. Smith, AR 72917
Attn: Judy Evert
      (479) 648-3351

Lafrance Manufacturing Co.          Trade Debt            $77,744
P.O. Box 1008
Maryland Heights, MO 63043

Metalmatic                          Trade Debt            $72,569

Xcel Energy                         Trade Debt            $67,733

Lab Safety Supply Inc.              Trade Debt            $64,085

Chem Trend Incorporated             Trade Debt            $63,922

Centerpoint Energy Marketing        Trade Debt            $54,012

Spectrum Industries                 Trade Debt            $51,161

Process & Power Inc.                Trade Debt            $49,960


(O) Wagner Havana, Inc., Bankr. Case No. 04-67611

    Creditor                        Nature of Claim  Claim Amount
    --------                        ---------------  ------------
US Bank National Association        Co-Guarantor on  $175,000,000
as Indenture Trustee                unsecured bond
Attn: Corporate Trust Admin.        indebtedness
180 East 5th St., Suite 200
St. Paul, MN 55101   
                                                     
Traxle Mfg.                         Trade Debt            $10,400

Central Warehouse Company           Trade Debt             $2,100

Safety-Kleen Corp.                  Trade Debt             $1,889

Burdick Plumbing                    Trade Debt             $1,373

Watts Copy Systems, Inc.            Trade Debt               $405

Automatic Data Processing           Trade Debt               $211

Springfield Clinic                  Trade Debt                $59

Ill-Mo Products Co.                 Trade Debt                $13


(P) Diversified Diemakers, Inc., Bankr. Case No. 04-67612

    Creditor                        Nature of Claim  Claim Amount
    --------                        ---------------  ------------
US Bank National Association        Co-Guarantor on  $175,000,000
as Indenture Trustee                unsecured bond
Attn: Corporate Trust Admin.        indebtedness
180 East 5th St., Suite 200
St. Paul, MN 55101   
                                                     
Spectro Alloys Corp.                Trade Debt           $660,938
13220 Doyle Path
Rosemount, MN 55068
Attn: Don Wastner
      (651) 437-2815

Norsk Hydro Canada, Inc.            Trade Debt           $633,970
P.O. Box 2354
Carol Stream, IL 60132
Attn: Jim Keating
      Suite 600 Scotia Centre
      235 Water Street
      St. John's Newfoundland
      A1C 1B6 CANADA
      (709) 726-9091

AMACOR                              Trade Debt           $431,030
1820 East 32nd Street
Anderson, IN 46013
Attn: Chuck Moisan
      (765) 643-5873

U.S. Magnesium, LLC                 Trade Debt           $351,294
238 North 2200 West
Salt Lake City, UT 84116
Attn: Steve Goddard
      (801) 532-2043

Dana Corporation                    Trade Debt           $322,836
4500 Dorr Street
Toledo, OH 43615
Attn: Robert Richter
      (419) 535-4500

Eastern Alloys                      Trade Debt           $234,226
Henry Hennings Drive       
Maybrook, NY 12543
Attn: Connie Grossman
      cgrossman@eazall.com
      (845) 427-2151

Davis Tool & Die                    Trade Debt            $199,295
888 Bolger Court
Fenton, MO 63026                     
Attn: Bill Davis
      (636) 343-0828

Cometals                            Trade Debt            $182,462
2050 Center Avenue, Suite 250
Fort Lee, NJ 07024
Attn: ___________________
      (201) 302-0888

Dead Sea Magnesium Ltd.             Trade Debt            $137,063
3800 Hamlin Road
MC - 4 - A 05
Auburn Hills, MI 48326
Attn: Nick Fanetti
      (819) 386-4456

Perry Machine and Die               Trade Debt            $118,607
27124 Highway J
Perry, MO 63462
Attn: Paul Betty
      (573) 565-2231

Midland Industries, Inc.            Trade Debt            $99,095
1424 N. Halstead Street
Chicago, IL 60622
Attn: ___________________
      midland@zincbig.com
      (312) 664-7300

Unisource Worldwide Inc.            Trade Debt            $77,230
6600 Governors Lane Parkway
Norcross, GA 30071

     - and -

Unisource Worldwide Inc.
1801 Hollister Whitney
Quincy, IL 62305
Attn: ___________________
      (217) 223-4300

Toyota Tsusho America               Trade Debt            $63,687

Allied Metal Company                Trade Debt            $51,947

Central Welding Supplies            Trade Debt            $49,213

Industrial Finishings               Trade Debt            $47,709

Idraprince, Inc.,                   Trade Debt            $46,539

KELM Acubar Company                 Trade Debt            $45,948

Key Products, Inc.                  Trade Debt            $44,588

HTE Technologies                    Trade Debt            $38,489


(Q) Sudbury, Inc., Bankr. Case No. 04-67613

    Creditor                        Nature of Claim  Claim Amount
    --------                        ---------------  ------------
US Bank National Association        Co-Guarantor on  $175,000,000
as Indenture Trustee                unsecured bond
Attn: Corporate Trust Admin.        indebtedness
180 East 5th St., Suite 200
St. Paul, MN 55101   
                                                     

(R) Wagner Castings Company, Bankr. Case No. 04-67614

    Creditor                        Nature of Claim  Claim Amount
    --------                        ---------------  ------------
US Bank National Association        Co-Guarantor on  $175,000,000
as Indenture Trustee                unsecured bond
Attn: Corporate Trust Admin.        indebtedness
180 East 5th St., Suite 200
St. Paul, MN 55101   
                                                     
David J. Joseph Company             Trade Debt         $1,175,264
Brokerage Service Division
300 Pike Street
Cincinnati, OH 45202
Attn: Jim Becker, VP Trading
      jb@djj.com
      (513) 621-8770

Frisby PMC                          Trade Debt           $392,683
37246 Eagle Way
Chicago, IL 60678
Attn:  Jim Silvers
       jsilvers@frisby-pmc.com
       John Tuzzolino
       jtuzzolino@frisby-pmc.com
       (847) 439-3000

Illinois Power Company              Trade Debt           $276,306
500 S. 27th St.
Decatur, IL 62521

Primetrade                          Trade Debt           $233,387
11301 Carmel Commons Blvd.      
Charlotte, NC 28226
Attn: Markus Sabert
      (704) 541-3942

Climate Control Demirco LLC/CCI     Trade Debt           $158,547
2120 N. 22nd Street
Decatur, IL 62526
Attn: Steve Hubner, Controller
      (217) 422-0057

Mennie's Machine Co.                Trade Debt           $140,075
Rural Route One         
Granville, IL 61326
Attn: Hubert Mennie
      Route 71 & Mennie Drive
      Mark, IL 61340
      hi@mennies.com
      (815) 339-2226

Wabel Tool Co.                      Trade Debt           $133,075
1020 E. Eldorado St.
Decatur, IL 62521
Attn: Bill Friend, Controller
      bfirend@wabeltool.com
      (217) 429-3656

CPM                                 Trade Debt           $109,165
___________________
___________________

King-Lar Co.                        Trade Debt           $103,558
2020 E. Olive St.
Decatur, IL 62526
Attn: ___________________
      (217) 428-8518

Elkem Metals, Inc.                  Trade Debt           $101,898
Airport Office Park Bldg. 2
400 Rouser Road
Moon Township, PA 15108
Attn: Bill Ferguson, VP
      b.Ferguson@elkem.com
      (412) 299-7200

Busche Enterprise Division, Inc.    Trade Debt            $91,602
2125 Reliable Parkway
Chicago, IL 60686
Attn: Lawrence Hiller, Chairman
      1563 E. State Road 8
      Albion, IN 46701
      hiller@rmisp.com
      (312) 961-4547

Bearing Distributors, Inc.          Trade Debt            $73,541

Bentonite Performance Minerals      Trade Debt            $62,012

DISA Industries, Inc.               Trade Debt            $58,806

Christy-Foltz, Inc.                 Trade Debt            $53,402

Bodine Electric of Decatur          Trade Debt            $50,971

Metro Metal Products, Inc.          Trade Debt            $50,896

Springfield Electric                Trade Debt            $49,827

Onyx Waste Services Midwest         Trade Debt            $48,550

HA International, LLC               Trade Debt            $40,536


INTERMET Corporation and 17 debtor-affiliates filed for chapter 11
protection on Sept. 29, 2004 (Bankr. E.D. Mich. Case Nos. 04-67597
through 04-67614).  INTERMET -- see http://www.intermet.com/--  
designs and manufactures machine precision iron and aluminum
castings for the automotive and industrial markets.  Salvatore
Barbatano, Esq., at Foley & Lardner LLP, represents the Debtors in
their restructuring.  As of June 30, 2004, the company reported
$735,821,000 in assets and $592,816,000 in liabilities.


INTERSTATE BAKERIES: Honors Prepetition Employee Obligations
------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates employ
around 32,600 employees, approximately 81% of whom are covered by
one of approximately 491 union contracts or collective bargaining
agreements.  Of the employees, around 10% are salaried, 60% are
hourly, and 30% are commissioned.  The Debtors also utilize the
services of independent contractors pursuant to formal and
informal arrangements.  The continued and uninterrupted service of
the Employees is essential to the Debtors' continuing operations
and a successful Chapter 11 process.

Accordingly, to minimize the personal hardship the Employees will
suffer if prepetition employee-related obligations are not paid
when due and to maintain the Employees' morale during this
critical time, the Debtors sought and obtained the Court's
authority to:

    (a) pay Employee claims for prepetition wages, salaries,
        bonuses, and other accrued compensation;

    (b) honor sick leave, vacation time, holiday vacation time,
        and severance policies;

    (c) reimburse all prepetition Employee business expenses;

    (d) make prepetition contributions and pay benefits under
        certain Employee benefit plans; and

    (e) honor workers' compensation obligations.

Judge Venters also permitted the Debtors to pay all local, state
and federal withholding and payroll-related taxes relating to
prepetition periods, including but not limited to, all
withholding taxes, Social Security taxes, and Medicare taxes,
unemployment taxes as well as all other withholdings like union
dues and garnishment contributions, if any.

The Court further directs the applicable banks and other
financial institutions to receive, process, honor and pay all
prepetition checks drawn on the Debtors' payroll accounts to make
the payments.

                      Compensation Obligations

(1) Salaries and Wages

     The Debtors pay salaried, hourly, and commissioned employees
     through payroll systems maintained internally.  The average
     aggregate monthly payroll for the Debtors' salaried, hourly,
     and commissioned employees is $110.6 million.  All Employees
     are paid by check.  The Debtors estimate that $12 million of
     payroll checks may not have cleared the Debtors' accounts
     prior to the Petition Date.  In addition, the Debtors
     estimate that approximately $26 million of net salary and
     wages will have accrued but have not been paid prior to the
     Petition Date.  On average, this equates to approximately
     $1,166 per Employee.

     The Debtors believe that none of their Employees are owed in
     excess of $4,925 for prepetition wages or salary and, thus,
     each Employee would have a priority claim with respect to his
     or her entire prepetition wages or salary pursuant to
     Section 507(a)(3) of the Bankruptcy Code for amounts earned
     within the 90 days prior to the Petition Date.

(2) Directors' Compensation

     The Directors who are not salaried employees of, or
     consultants to, the Debtors receive an annual retainer of
     $30,000 plus $2,000 for each board meeting attended in person
     and $1,000 for each telephonic board meeting.  In addition,
     Directors who are members of committees of the Board of
     Directors and who are not salaried employees of, or
     consultants to, the Debtors are entitled to receive
     compensation for each meeting attended.  The Debtors estimate
     that $48,000 of compensation for seven of the Debtors'
     Directors accrued prepetition but remains unpaid.

(3) Bonuses

     The Board of Directors approved a fiscal year 2005 incentive
     bonus plan for certain employees.  As of the Petition Date,
     2,891 Employees participate in the Bonus Pool.  The Bonus
     Plan provides that any bonuses will be payable after fiscal
     year 2005 -- which ends on May 28, 2005.

     Moreover, in fiscal 2004, a number of key executives and
     employees did not qualify for a bonus under fiscal 2004's
     incentive plan.  Because of this and the Board of Directors'
     desire to reward outstanding individual performers, the Board
     of Directors authorized the CEO to distribute discretionary
     bonuses in an aggregate amount of $500,000.  The CEO,
     however, was excluded from eligibility.

     Ronald B. Hutchison joined the Debtors as Executive Vice
     President and Chief Financial Officer on July 13, 2004.
     Pursuant to his employment agreement, Mr. Hutchison
     participates in the Bonus Plan.  Nonetheless, because of his
     recent retention, he is guaranteed to receive a minimum bonus
     of $100,000 for fiscal year 2005.

                         Other Compensation

(1) Vacation, Sick Leaves and Holidays

     For the Debtors' Employees, vacation "credits" accrue at a
     rate based on the Employee's length of service.  The
     Debtors estimate that the total annual cost for Employees'
     vacation time is $77 million, and the estimated liability for
     Employees' unused earned vacation time as of the Petition
     Date is $52 million.

(2) Severance

     Prior to the Petition Date, there were the Interstate Brands
     Corporation Severance Benefit Plan and the severance
     provisions of the Collective Bargaining Agreements.  The
     Severance Plans provide for the payment of severance pay and
     benefits to terminated Employees who meet specified criteria,
     like full-time employment and execution of a release.  The
     amount of severance pay and duration of continued health and
     welfare benefits are based on an Employee's years of service
     to the Debtors.

     On September 19, 2004, the Debtors closed their bakery
     located in Monroe, Louisiana, and in the ordinary course of
     business, the Debtors terminated certain individuals.  In
     addition, the Debtors anticipate closing their Buffalo, New
     York bakery in October 2004.  As of the Petition Date,
     approximately 53 terminated Employees remain eligible to
     receive pension and medical benefits pursuant to the
     Severance Plans, and five of the Terminated Employees remain
     eligible for severance pay.  For each of these five Louisiana
     bakery workers -- all of which have been Employees of the
     Debtors for more than 10 years -- severance pay exceeds the
     $4,925 limit, and in the aggregate is approximately $60,000.

(3) Miscellaneous Payroll Deductions

     The Debtors withhold certain amounts from their Employees'
     paychecks to make payments on behalf of Employees for, among
     other things, union  dues, court orders, charitable
     donations, U.S. savings bonds, uniform rentals, and
     miscellaneous health-related items.  The Debtors subsequently
     forward these deductions to appropriate third party
     recipients.  The Debtors believe that, as of the Petition
     Date, the amount of the Miscellaneous Payroll Deductions
     deducted from their Employees' paychecks but not yet remitted
     to the appropriate third-party recipients is insubstantial.

(4) Reimbursable Business Expenses

     Pursuant to their normal business practices, the Debtors
     routinely reimburse Employees for certain expenses incurred
     within the scope of their employment.  The business expenses
     include business travel expenses and other similar items
     reimbursable under the Debtors' existing policies.  The
     Debtors estimate that approximately $800,000 in Expenses has
     been incurred by certain Employees and has not yet been
     reimbursed to these Employees.

     Similarly, the Debtors reimburse certain Employees'
     relocation expenses in order to incent desirable candidates
     to accept or change positions with the Debtors.  The Debtors
     currently use SIRVA Relocation to administer the Debtors'
     relocation program.  SIRVA processes the Employees'
     reimbursement requests, pays the requests, and seeks
     reimbursement from the Debtors.  Based on a September 17,
     2004 invoice, the Debtors owe approximately $26,000 for
     relocation expenses incurred for 17 Employees.

     In addition, upon the initiation of an Employee into the
     relocation program, the Debtors pay SIRVA a fixed fee of
     14.5% of the estimated sale price of the Employee's house to
     cover closing and other costs.  Because this fee is paid
     upon an Employee's initiation into the relocation program,
     SIRVA is not owed money for any home sales that have already
     occurred.

     The Debtors also routinely reimburse Directors for travel and
     other reasonable expenses incurred while fulfilling their
     duties to attend meetings of the Board of Directors.  As of
     the Petition Date, certain Directors have not been reimbursed
     for expenses.

                 Employee Benefit Plans and Programs

(1) Medical and Insurance Benefits

     In the ordinary course of their business, the Debtors provide
     medical, dental and prescription drug insurance, long-and
     short-term disability insurance, life insurance, accidental
     death and dismemberment insurance, flexible spending account
     plans and other related benefits to their Employees.

     The benefits are provided through both company-sponsored and
     multi-employer, Taft-Hartley plans.  The company-sponsored
     plans provide coverage for all non-union Employees and
     approximately 50% of union Employees.  The Taft-Hartley plans
     cover the remaining union Employees.

     As of the Petition Date, the Debtors estimate that the
     outstanding unpaid amount for the Medical and Insurance
     Benefits is approximately $35 million, of which $20 million
     constitute self-insured reserves and $15 million constitute
     accrued amounts payable to the multi-employer plans.

(2) Retirement Savings Plan

     The Debtors maintain nine defined contribution retirement
     plans qualified under Section 401(k) of the Internal Revenue
     Code for both certain non-union and union Employees.  In
     fiscal 2004, the Debtors contributed $17.8 million to the
     Retirement Savings Plans.  As of the Petition Date, the
     Debtors' estimated liability for the Retirement Savings Plans
     is approximately $10 million, and the Debtors are in
     possession of approximately $650,000 of employee
     contributions.

(3) Pension Plans

     The Debtors provide their Employees with defined benefit
     pensions via the 46 multi-employer, Taft-Hartley plans and
     the IBC Defined Benefit Plan.  Pursuant to the Pension Plans,
     a benefit is payable to the Employee or other designated
     beneficiary upon the Employee's retirement from the company,
     total and permanent disability, or death.

     The Debtors' aggregate average monthly cost for the Multi-
     employer Plans is approximately $11.3 million.

     As of the most recent actuarial analysis, on March 31, 2004,
     the IBC Defined Benefit Plan had assets with market values of
     approximately $54 million.  The IBC Defined Benefit Plan had
     liabilities on an actuarial basis of $64 million.  On
     July 15, 2004, the Debtors made a quarterly contribution of
     approximately $550,000.  The next quarterly contribution is
     scheduled to be made on October 15, 2004.

     The Debtors also provide the IBC Supplemental Executive
     Retirement Plan for certain of their current and retired
     executives.  To assist the Debtors in funding the IBC SERP,
     the Debtors established an irrevocable Rabbi Trust.  The
     Rabbi Trust has assets of approximately $5.6 million.  As of
     the end of fiscal year 2004, the Debtors' estimated liability
     for the IBC SERP is approximately $24.6 million.

     Furthermore, the Debtors provide the Interstate Brands
     Corporation 1993 Non-Qualified Deferred Compensation Plan for
     certain of their current and retired executives.  Thirteen
     current employees and six retirees have funds in the plan of
     approximately $3.2 million.

     The Debtors have miscellaneous individual contracts with
     certain Employees and retirees that provide for a pension
     annuity.  As of the Petition Date, approximately 73 retirees
     receive approximately $49,000 per month of pension annuities.
     In addition, 13 Employees have executed similar Individual
     Retirement Agreements, and nine of these Employees are fully
     vested in the rights under those Agreements.

(4) Retiree Medical Benefits

     The Debtors provide retiree medical benefits under a company-
     sponsored plan to approximately 1,700 former employees and
     dependents.  The Debtors provide different levels of medical,
     dental, life insurance and prescription drug programs to
     retired union and non-union employees.  The Retiree Medical
     Benefits liability is self-insured.  Claims are administered
     by several third-party administrators, predominately CIGNA,
     and paid by the Debtors.

     During the 2004 fiscal year, the Retiree Medical Benefits
     annual expense was approximately $14.7 million.  As of the
     Petition Date, the Debtors' self-insured reserves for both
     Employee and retiree medical benefits are approximately $20
     million.  Based on current actuarial analyses, the Debtors
     estimate their cumulative long-term liability for fully
     performing their existing Retiree Medical Benefits
     obligations to all eligible retired Employees, active
     Employees with accrued rights to the Retiree Medical
     Benefits, and their dependents is approximately $106 million
     as of the end of fiscal year 2004.

(5) Employee Stock Plans

     Prior to the Petition Date, the Debtors maintained the 1991
     Interstate Bakeries Corporation Employee Stock Purchase Plan.
     Pursuant to the Stock Plan, Employees may elect to have funds
     deducted from their compensation on a regular basis in order
     to purchase Interstate common stock at the then existing
     market price.  As of the Petition Date, $150,000 in withheld
     funds is being held for approximately 5,000 Employees.  These
     funds are Employee wages that the Debtors have yet to pay to
     the Employees.

(6) Leased Car Program

     The Debtors provide cars to approximately 764 executives,
     key Employees who as a regular part of their responsibilities
     must travel between facilities and Employees in sales
     positions.  Pursuant to the Leased Car Program, the Debtors
     make monthly payments on the cars for a period of two to
     three years, and at the end of the payment period, the
     Debtors have certain end of lease term obligations.

     The Debtors' estimated monthly cost is approximately
     $310,000.  The Debtors estimate that their unpaid liability
     under the Leased Car Program is approximately $310,000 as of
     the Petition Date.

(7) Miscellaneous Executive Benefits

     The Debtors provide miscellaneous benefits to their
     executives at the vice president level and above, including
     financial planning and life insurance.  These benefits vary
     on a sliding scale from $2,000 to $7,500 per year depending
     on the executive's level in the organization.  The Debtors'
     estimated annual cost for providing the Executive Benefits
     Programs is no more than $110,000.

(8) Scholarship

     The Debtors regularly:

     (a) make charitable donations to organizations like the Boys
         and Girls Club, the National Kidney Foundation, and the
         United Way,

     (b) award scholarships to the children of the Debtors'
         Employees,

     (c) donate to the general scholarship funds of colleges, and

     (d) match Employee contributions to post-secondary
         institutions.

     In fiscal 2004, the costs associated with these programs were
     approximately $150,000.

                           Other Benefits

The Debtors have military duty, jury duty and medical reason
leave policies.  The Debtors also offer their Employees various
service awards and sponsor a variety of Employee social
functions.  The Debtors believe that the amounts owing on the
Petition Date under all of the Other Benefits Programs are
negligible.

                 Workers' Compensation Obligations

The Debtors are required to maintain workers' compensation
policies and programs and to provide Employees with workers'
compensation coverage for claims arising from or related to their
employment with the Debtors.  Accordingly, the Debtors maintain
workers' compensation programs in all states in which they
operate pursuant to the applicable requirements of local law.

The Debtors expect that cash payments related to workers'
compensation claims for the next 12 months will be approximately
$62 million.

               Administration of Employee Benefits

As is customary in the case of most large companies, the Debtors
in the ordinary course of their business have contractual
relationships with third parties to outsource the administration
of the Employee benefit plans and programs, including their
flexible spending accounts, medical, dental, short term
disability and 401(k) programs.  The Debtors also employ
actuarial services in connection with the administration of their
pension and health plans and employ claims and risk management
services with respect to their workers' compensation plans.  The
Debtors estimate that their average monthly cost with respect to
the processing or administrative costs incident to maintaining or
paying third parties to maintain and provide record keeping
relating to the various Employee benefit programs is $1.3
million.

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)


KAISER: PBGC to Assume Responsibility for Steelworker Pension Plan
------------------------------------------------------------------
Kaiser Aluminum Corporation (OTCBB:KLUCQ) has been notified by the
Pension Benefit Guaranty Corporation that the PBGC will assume
responsibility for the Kaiser Aluminum Pension Plan retroactive to
April 30, 2004. The plan covers active and retired employees at
certain of Kaiser's facilities who are represented by the United
Steelworkers of America.

The PBGC's action was not unexpected. In February 2004, Kaiser had
obtained a ruling from the U.S. Bankruptcy Court for the District
of Delaware that the company met the legal requirements for a
distress termination of the KAP and several other plans.
Subsequently, Kaiser applied for distress termination of the plan
effective April 30, 2004.

The PBGC assumed responsibility for Kaiser's salaried employee
pension plan in December 2003 and the inactive pension plan in
June 2004.

The company's Form 10-Q for the second quarter of 2004 provides
additional information on pension-related matters.

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.


KERASOTES SHOWPLACE: S&P Puts B Rating on Planned $300M Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Kerasotes Showplace Theatres Holdings LLC.  At
the same time, Standard & Poor's assigned its 'B' rating and a
recovery rating of '4' to Kerasotes' operating subsidiary
Kerasotes Showplace Theatres LLC's proposed $300 million senior
secured bank credit facility, indicating expectations of a
marginal recovery of principal (25%-50%) in a default scenario.  
The outlook is stable.

Pro forma as of June 30, 2004, the Chicago, Illinois-based movie
exhibitor will have $200 million in debt.

Proceeds from the $200 million bank term loan and $27 million in
common equity from Providence Equity Partners will be used to
repay about $109 million in existing bank debt and to fund a
$100 million dividend.  The $100 million revolving credit portion
of the facility will be undrawn at closing and be used, together
with operating cash flow, to fund Kerasotes' theater expansion and
renovation plans.

"The ratings on Kerasotes reflect the risks related to the
company's aggressive expansion plan, its high pro forma leverage
following the large shareholder dividend, its somewhat older
theater portfolio, its significant cash flow concentrations, and
the mature and highly competitive nature of the industry," said
Standard & Poor's credit analyst Steve Wilkinson.  

These risks are only partially mitigated by the company's strong
regional market position, its leading EBITDA margins, and the
operating flexibility provided by its high degree of theater
ownership (about 60% of its venues), he added.

Kerasotes is the eighth-largest movie exhibitor in the U.S. by
screen count, with 76 theaters and 564 screens in six Midwestern
states.  Many of its theaters are located in small-to-midsize
markets but also in suburban areas of Chicago, Minneapolis, and
Indianapolis.  The company has good competitive positions in most
of its markets, and its full access to films in 95% of its
theaters compares it favorably with the other leading theater
chains.

However, Kerasotes also has significant cash flow concentrations,
with 50% of its theater-level cash flow generated by its top 10
theaters (25% of total screens), and more than 80% of its screens
and cash flow split between Illinois and Indiana.  

In addition, about half of its theaters are over 10 years old and
lack popular features such as stadium seating and a high number of
screens to allow for a wide selection of movies and showtimes.  
These venues may be underutilized and deteriorate if faced with
competition.

Accordingly, Kerasotes is implementing an aggressive new theater
expansion and upgrade program over the next five years to increase
total screens by about 50%. This program has the potential to
improve the company's business profile by modernizing its circuit
and reducing its reliance on its top 10 theaters.  

In the near term, it will entail execution and financial risks, as
the size and pace of the expansion is much higher than past
levels.  Planned spending exceeds the current net value of the
company's fixed assets and will result in significant deficits in
discretionary cash flow.


LOEHMANN'S CAPITAL: Moody's Junks $35M Sr. Secured Class B Notes
----------------------------------------------------------------
Moody's Investors Service confirmed the B2 senior implied rating
of Loehmann's Capital Corp. following changes in the financing
structure of the pending acquisition of Loehmann's Holdings, Inc.
by Crescent Capital.  A B3 rating is assigned to Loehmann's
Capital Corp.'s $75 million senior secured Class A fixed and
floating rate notes maturing October 2011, and a Caa1 rating is
assigned to the $35 million senior secured Class B notes.  The
rating outlook is stable.  The Caa1 rating of the previous
$110 million senior secured notes offering is withdrawn.

The ratings take into account the announcement that Loehmann's
Holdings, Inc., the parent of Loehmann's Capital Corp., will be
acquired by affiliates of Crescent Capital, a private equity firm
owned by First Islamic Investment Bank in an approximately
$189 million transaction, which will be financed with the
$110 million in senior notes to be issued by Capital,
approximately $3 million in management rollover equity, and
$76 million in cash equity from Crescent.  The transaction value
represents a multiple of roughly 6.3 times adjusted LTM EBITDA of
roughly $30 million.

Pro forma senior leverage, assuming $5 million in letters of
credit against the $35 million unrated asset-backed revolving
credit facility and the $75 million Class A notes, measured on a
debt/adjusted LTM EBITDA at closing will be roughly 2.67x.

The ratings consider:

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

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

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

    (iv) risks inherent in its growth strategy.

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

The ratings also consider:

     (i) Loehmann's Capital leading position in the off-price
         designer apparel retailing segment,

    (ii) its solid franchise and loyal customer base,

   (iii) seasoned management team, and

    (iv) the approximately 40% equity contribution emanating from
         Crescent.

The stable outlook reflects the fact that the ratings provide some
cushion for missteps as Loehmann's pursues its growth strategy.
Ratings could be upgraded if Loehmann's growth strategy is handled
successfully, which would be evidenced by incremental improvement
in EBITDA and free cash flow.  Downward pressure would be created
by the failure to generate positive returns from the new store
growth program, depression in operating margins or any increases
in interest expense.

The B3 rating of the senior secured class A notes recognizes its
minimal asset coverage balanced by its favorable position in the
capital structure, with the $79 million in cash equity providing
more than 1-1 balance, and the $35 million senior secured class B
notes, which are subordinate to the class A notes in terms of
payment, providing additional cushion.  Assuming a fully drawn
revolver, an enterprise value multiple of 3.67 times LTM adjusted
EBITDA of approximately $30 million is required for full
repayment.

Security for the notes consists of a first lien on all assets of
Loehmann's Capital Corp., and a first lien on all assets of
Loehmann's Operating Corp. other than accounts receivable and
inventory (which are subject to a first lien in favor of the
revolving credit banks), as well as guarantees of the lease and
its payments from Loehmann's Holdings, Inc., Loehmann's Financial
Corp., and Loehmann's Real Estate, Inc.

The Caa1 rating of the senior secured class B notes recognizes its
unfavorable position in the capital structure and payment
subordination in favor of the class A notes, scant asset coverage
and the significant enterprise value multiple of 4.84x that is
required for full repayment.

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

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

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


LOGAN PARK CARE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Lead Debtor: Logan Park Care Center, Inc.
             P.O. Box 1350
             Logan, West Virginia 25601

Bankruptcy Case No.: 04-22601

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Mingo Health Care Center, Inc.             04-22602
      Park Crest Holdings, Inc.                  04-22603
      JAWS American Holdings, Ltd.               04-22604
      JAWS American Southern Companies           04-22605

Type of Business: The Debtor operates a nursing facility.

Chapter 11 Petition Date: September 30, 2004

Court: Southern District of West Virginia (Charleston)

Judge: Ronald G. Pearson

Debtor's Counsel: W.B. Sorrells, Esq.
                  W.B. Sorrells, LC
                  202 Kanawha Boulevard, West
                  P.O. Box 6576
                  Charleston, WV 25362
                  Tel: 304-343-3400
                  Fax: 304-343-3474

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtors did not file a list of its 20-Largest Creditors.


MASTR SEASONED: Fitch Affirms Classes 15-B's Low-B Ratings
----------------------------------------------------------
MASTR Seasoned Securitization Trust 2004-1, is rated:

     -- $710.3 million classes 1-A-1, 2-A-1 through 2-A-6, 3-A-     
        1, 4-A-1, 4-A-2, AX, PO, A-LR, and A-UR ($709,905,934,
        senior certificates) are rated 'AAA';

     -- $208,000 class 15-B-3 'BBB';

     -- $139,000 privately offered class 15-B-4 'BB';

     -- $69,000 privately offered class 15-B-5 'B'.

The transaction consists of four groups: group 1 is standalone and
groups 2, 3, and 4 are cross collateralized.

The 'AAA' ratings on the group 1 senior certificates reflect the
1.00% subordination provided by:

          * the 0.40% class 15-B-1 (not rated by Fitch);

          * the 0.20% class 15-B-2 (not rated by Fitch);

          * the 0.15% class 15-B-3;

          * the 0.10% privately offered class 15-B-4;

          * the 0.05% privately offered class 15-B-5; and

          * the 0.10% privately offered class 15-B-6 (not rated
            by Fitch) certificates.

The 'AAA' ratings on the group 2 senior certificates reflect the
2.50% subordination provided by subordinate class 30-B and C-B
certificates.

The 'AAA' ratings on the group 3 and 4 senior certificates reflect
the 2.75% subordination provided by subordinate class HY-B and C-B
certificates.

Fitch Ratings 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
master servicing capabilities of Wells Fargo Bank Minnesota, N.A.,
which is rated 'RMS1' by Fitch Ratings.

The underlying collateral for all groups consists of seasoned
fixed-rate or hybrid ARMs mortgage loans.

Group 1 in aggregate contains 352 conventional, fully amortizing
15-year fixed-rate mortgage loans secured by first liens on one-
to four-family residential properties with an aggregate scheduled
principal balance of $138,691,735.  The average unpaid principal
balance of the aggregate pool as of the cut-off date (September 1,
2004) is $394,011.

The weighted average original loan-to-value ratio -- LTV -- is
61.00%.  The weighted average credit score of the borrowers is
735.  Approximately 11.34% of the pool was originated under a
reduced (non Full/Alternative) documentation program.  There are
no investor properties.  The weighted average mortgage interest
rate is 6.518% and the weighted average remaining term to maturity
is 179 months.  

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

          -- California (17.70%);
          -- New York (16.35%);
          -- Texas (13.26%); and
          -- Florida (12.51%).  

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

Groups 2, 3, and 4 in aggregate contain 1,372 conventional, fully
amortizing 30-year fixed-rate and 3/1, 5/1, and 7/1 hybrid
adjustable-rate mortgage loans secured by first liens on one- to
four-family residential properties with an aggregate scheduled
principal balance of $587,593,856.

The average unpaid principal balance of the aggregate pool as of
the cut-off date (September 1, 2004) is $428,275. The weighted
average original loan-to-value ratio is 70.39%. The weighted
average credit score of the borrowers is 717.

Approximately 20.28% of the pool was originated under a reduced
(non Full/Alternative) documentation program.  Investor properties
comprise 0.70% of the loans.  The weighted average mortgage
interest rate is 6.671% and the weighted average remaining term to
maturity is 320 months.

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

          -- California (30.35%);
          -- New York (10.07%);
          -- Texas (8.57%); and
          -- New Jersey (6.85%).

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,
please see the press release issued
May 1, 2003 entitled 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation.'

MASTR, a special purpose corporation, deposited the loans into the
trust, which issued the certificates. U.S. Bank National
Association will act as trustee.  For federal income tax purposes,
elections will be made to treat the trust fund as multiple real
estate mortgage investment conduits -- REMICs.


MEDIACOM LLC: Moody's Assigns Low-B Ratings on 14 Debt Issues
-------------------------------------------------------------
Moody's Investors Service lowered its ratings for the senior
unsecured bonds of intermediate holding company Mediacom LLC, a
wholly-owned subsidiary of Mediacom Communications Corporation,
confirmed the existing Ba3 ratings for the senior secured bank
credit facilities available to various subsidiaries of LLC, which
are Mediacom Southeast LLC, Mediacom Minnesota LLC and various
other subsidiaries, collectively, the "LLC Subsidiaries", and
assigned Ba3 ratings for the proposed bank credit facilities being
arranged for the LLC Subsidiaries, which will replace the existing
facilities and the ratings for which will be withdrawn upon
successful completion of the transaction.

Moody's also affirmed all ratings for Mediacom and its other
subsidiaries, including Mediacom Broadband LLC and its own
operating subsidiaries (Mediacom Iowa LLC and various other
subsidiaries, collectively, the "Broadband Subsidiaries").

This concludes Moody's review of the LLC and LLC Subsidiaries'
ratings, which commenced September 15, 2004 after public
disclosure by management of:

     (i) the proposed refinancing of the LLC Subsidiaries' bank
         credit facilities; and

   (ii) Moody's communication of a potentially negative reaction
        to the same.

The rating outlook is stable.

The Moody's rating actions and current ratings for the company and
subsidiaries:

    Mediacom Communications Corporation:

       * Senior Implied Rating -- B1 (affirmed)

       * Issuer Rating -- Caa1 (affirmed)

       * Liquidity Rating -- SGL-2 (affirmed)

       * Rating Outlook -- Stable (for all entities)

       * $172.5 million of 5.25% Senior Unsecured Convertible
         Notes due July 2006  -- Caa1 (affirmed)

    Mediacom LLC:

       * $200 million of 8.5% Senior Unsecured Notes due 2008
         -- B3 (downgraded from B2)

       * $125 million of 7.875% Senior Unsecured Notes due 2011
         -- B3 (downgraded from B2)

       * $500 million of 9.5% Senior Unsecured Notes due 2013
         -- B3 (downgraded from B2)

    Mediacom Southeast LLC et.al.:  

       * $600 million Senior Secured Revolver due 2013 (new)
         -- Ba3 (assigned)

       * $200 million Senior Secured Term Loan A due 2013 (new)
         -- Ba3 (assigned)

       * $500 million Senior Secured Term Loan B due 2013 (new)
         -- Ba3 (assigned)

       * $450 million (approximately $380 million remaining)
         Senior Secured Revolver due 2008 -- Ba3 (confirmed)

       * $100 million Senior Secured Term Loan due 2008
         -- Ba3 (confirmed)

    Mediacom Minnesota LLC et.al.:
  
       * $450 million (approximately $380 million remaining)
         Senior Secured Revolver due 2008 -- Ba3 (confirmed)

       * $100 million Senior Secured Term Loan due 2008
         -- Ba3 (confirmed)

    Mediacom Broadband LLC:

       * $400 million of 11.0% Senior Unsecured Notes due 2013
         -- B2 (affirmed)

    Mediacom Iowa LLC:

       * $600 million (reduces beginning 12/31/04) Senior Secured
         Revolver due 2010 -- Ba3 (affirmed)

       * $300 million Senior Secured Term Loan due 2010
         -- Ba3 (affirmed)

       * $500 million Senior Secured Term Loan due 2010
         -- Ba3 (affirmed)

The B1 senior implied rating continues to broadly reflect:

     (i) the risks associated with the company's high financial
         leverage and moderate interest and fixed charge coverage
         levels;

    (ii) execution risks related to the ongoing roll-out of new
         services, including digital video and high speed
         Internet, and the pending roll-out of telephony services
         in partnership with Sprint, all of which have the
         potential to reverse recent negative performance trends
         and drive incremental cash flow growth and improved asset
         returns;

   (iii) heightened competition from direct broadcast satellite
         operators and, increasingly, traditional telephone
         service providers, and related concerns about subscriber
         retention and the costs to affect the same; and

    (iv) growing concerns about the underlying value of the
         company's assets relative to its consolidated debt
         burden.

Nonetheless, the B1 senior implied rating also continues to
incorporate:

     (i) the benefits associated with the company's large size,
         improving technological profile and good geographic
         diversification which afford economies of scale and new
         business opportunities, and somewhat mitigate potential
         cyclical effects related to the economy and/or market-
         specific trends;

    (ii) a good liquidity position, as reflected in the SGL-2
         rating, supported principally by the large committed and
         available lines of credit until more meaningful positive
         free cash flow levels, which may not come until 2008 can
         be realized; and

   (iii) related prospects for more meaningful deleveraging and
         balance sheet strengthening thereafter.

Management's commitment to refrain from any re-leveraging
initiatives and the use of debt financing prior to reducing
outstanding debt to less than 6.0x EBITDA also served to support
Moody's maintenance of the B1 senior implied rating, and the
current stable rating outlook as well.

The ratings ascribed to the company's individual debt instruments
also continue to incorporate their relative ranking, structural
considerations and specific terms and conditions embedded in the
respective governing documentation for the same, as well as the
company's broader organizational structure overall.  The downgrade
of the LLC bond ratings specifically reflects a notching revision
following the perceived deterioration of relative recovery
prospects for this instrument in a downside scenario proforma for
the proposed bank debt refinancing.

Moody's believes this could entail a more significant amount of
both available and drawn lines of credit, and a corresponding
shift to a more top-heavy capitalization for the company.  More
specifically, Moody's views the probability that the company will
look to opportunistically call certain of its public debt
instruments, potentially funded with incremental borrowings under
the new (or even the existing) bank credit facilities at a
considerably lower cost, as high, particularly as the call
premiums decline further over time.

Such a shift in the capital mix of the company, although
potentially not significant on an absolute basis, would be to the
detriment of remaining LLC creditors at the intermediate holding
company, and particularly so in a more distress scenario at a
subsequent point in time wherein additional claims of a senior
nature would likely also then be present.  This would be additive
to the already weak relative position of LLC creditors given their
existing structural subordination to a substantial amount of
subsidiary obligations which already exist.

Notably, however, no downward rating revisions have been taken
with respect to the securities of Broadband. This is
notwithstanding the similarly "compressed" notching of the
existing rated securities, which admittedly are not terribly
dissimilar to LLC in terms of how they are structured.

Moody's continues to believe that the overall quality of the
Broadband assets is better, however, and attributes part of the
relative attractiveness of these assets to a potentially larger
number of prospective buyers in a downside scenario.  This tends
to support maintenance of a one-notch differential between the LLC
and Broadband holding company notes - specifically, one less notch
off of the senior implied rating for the Broadband debt relative
to the LLC debt.

The resultant implication, however, is that the Broadband notes
remain weakly positioned in their current B2 rating category.  In
this regard, Moody's suggested that any subsequent shift in
Broadband's own capital mix (whether on an actual or anticipated
basis) to a more top-heavy structure and/or potentially just in
the absence of a requisite reversal of recent negative operating
trends as noted within the Broadband asset base, could prompt a
similar downward rating action for the Broadband notes in the
future.

In particular, Moody's notes that its prior concerns about the
need to reverse poor legacy customer service issues and the
increased incidence of overbuilder competition and more aggressive
DBS marketing as new local markets are rolled out may now be
showing signs of heightened relevance given accelerated subscriber
losses (including digital customers) and slowing RGU growth - not
just in the LLC systems, but also in the Broadband systems.

Also of note is the confirmation vs. downgrade of the existing Ba3
LLC Subsidiaries' bank loan ratings, and the identical Ba3
ratings, which have been assigned to the proposed new LLC
Subsidiaries' facilities.  In addition to upstream guarantees from
the company's operating subsidiaries, these senior-most bank debt
claims continue to benefit from the still large amount of junior
capital that remains underneath them in the form of both public
debt and common equity, and notwithstanding projected and recent
declines, respectively, in the absolute amount of downside cushion
afforded by this capital.

In the context of Moody's review, it became clear that the
perceived distinctions between the two pools of assets held by
Broadband and LLC were still not quite meaningful enough to
warrant different ratings.

In particular, confirmation of the LLC bank debt ratings reflects
Moody's belief that these obligations remain sufficiently well
protected, even in a downside scenario, based on still high
underlying asset values relative to both current and anticipated
potential borrowings.  The same is true for the Broadband bank
group and its respective indirect claim on the Broadband assets,
which again continue to be perceived as having somewhat better
value than the LLC assets.

The Caa1 rating for the convertible notes of the ultimate parent
company continues to incorporate some level of equity-like risk
and a potential sub-par recovery level in an event of default
scenario.

It would be somewhat remiss not to acknowledge that there are
several benefits for the company proforma for the successful
completion of the proposed bank debt refinancing.  Moody's notes
the improved liquidity profile which will be stronger than that
which exists today, mainly as evidenced in the form of increased
bank capacity (although it is not yet clear just how much), and
for a longer period of time given the absence of a reducing
revolver in the new facility. Depending on market perception of
the deal, it is expected that the company may be able to obtain
some interest cost savings, as well, which would only enhance its
already comparatively low cost debt capital.  Maturities will be
extended, even though requisite amortization payments will be
larger than those under the current agreements given the larger
amount of term debt borrowings.

Moody's does not dispute that these benefits serve to temporarily
reduce the probability of a default for LLC, if not the whole
company, as more time is afforded for management to proactively
deal with the heightened competitive environment and potentially
more negative operating trends.

However, while the company's liquidity profile should be enhanced
by the pending transaction -- again, subject to market receptivity
-- the relatively weak free cash flow characteristics of the
company's operations, both at present and as anticipated over the
near-to-intermediate term, serve to constrain prospective upward
rating movement to the SGL-1 level.

Additionally, Moody's fundamental concerns about the company's
business prospects over the long term remain substantially
unchanged from those articulated in the late '90s, when ratings
for Mediacom were originally assigned.  They have arguably grown
during more recent periods.

Moody's believes that operating performance may continue to lag
expectations given much more fierce competition in future periods.  
While management was able to successfully integrate the former
AT&T Broadband properties in 2002 and performed largely in
accordance with expectations throughout most of 2003, recent
trends over the last year have been somewhat more negative than
even previously anticipated, particularly with respect to basic
subscriber losses and slower RGU growth.

Moody's believes that the company will have to start competing
more on price than it has been willing to do to date, which will
likely lead to further margin compression and higher requisite
capital spending.  The larger anticipated capital spending may be
necessary for investments to finish upgrading network
infrastructure to more robust levels capable of delivering more
bandwidth capacity, as well as for more significant subsidization
of consumer equipment in conjunction with more aggressive
promotional offerings and more advanced and multiple set-top
equipment deployment in the home.  This includes telephony-related
spending, although that will arguably be offset somewhat by
partial funding from partners.  The resultant reduction in
anticipated cash flow growth, and specifically free cash flow
growth, serves to temper the strength of the B1 senior implied
rating, particularly with the passage of time, and also reduces
the prospect of upward rating migration back to the former Ba3
rating level over the near-to-intermediate term.

Given the certainty of an even more fiercely competitive operating
environment in future periods, as outlined on multiple occasions
in Moody's prior research, it has been deemed increasingly
imperative for incumbent cable operators to have, maintain, and
grow their financial flexibility in order to better mitigate these
growing business risks.  The strength of the company's liquidity
position and the relatively low probability of near-to-
intermediate term default, both of which again are arguably
improved somewhat proforma for the assumed successful completion
of the proposed refinancing transaction, lends considerable
support to maintenance of the stable rating outlook.

Moreover, the enhanced liquidity profile for LLC in particular may
prove even more important to the company's success given recently
heightened concerns about potential damage and ongoing business
disruption stemming from the surge of hurricane activity in many
of its southeastern markets.

If Mediacom fails to stabilize the erosion of basic subscribers,
customer relationships, and the slowdown in RGU growth,
particularly now that most of the DBS local TV signal rollouts
having been completed, Moody's would likely consider a negative
outlook.  Additionally, meaningful negative deviations from
targeted deleveraging plans could also negatively pressure the
company's ratings.  Conversely, operating developments such as
faster than anticipated traction with the telephony business,
lower than anticipated basic subscriber erosion, or a better
pricing environment could drive upward rating movement, as well as
more rapid deleveraging.  A positive outlook will only likely be
warranted, however, if the company improves its balance sheet
strength by undertaking some sort of equity-driven
recapitalization, either through a potential M&A transaction or
via a secondary equity issuance, which is deemed unlikely unless
the current share price appreciates considerably.

Moody's does not expect that ratings will be raised over the next
12-to-18 months based solely on fundamental operational
improvements and/or organic performance levels.  Ratings are
likely to be maintained to the extent that the company merely
meets or modestly exceeds management projections, which have been
shared with the rating agency.

Mediacom Communications Corporation is a domestic multiple system
cable operator serving approximately 1.49 million subscribers in a
wide variety of small markets.  Mediacom LLC and Mediacom
Broadband are wholly-owned intermediate holding company
subsidiaries of Mediacom Communications, the operating
subsidiaries of which served approximately 702 thousand and
789 thousand subscribers, respectively, at the end of June 2004.  
The company maintains its headquarters in Middletown, New York.


N-VIRO INT'L: Employs Daniel Haslinger as Manager & Director
------------------------------------------------------------
N-Viro International Corporation employed Daniel J. Haslinger as
Manager, and a member of the Company's Board of Directors.  The
Company and Mr. Haslinger agreed to enter into an employment
arrangement which is terminable "at will" for $1,500 per month,
retroactive to August 16, 2004.  

The Company also executed a Storage Site Agreement with MicroMacro
Integrated Technologies, Inc. and Daniel J. and Rebecca S.
Haslinger, dated September 27, 2004.  MMIT is a company owned by
Mr. Haslinger.  The Company, MMIT and the Haslingers agreed to
enter into an agreement to utilize property to transfer material
produced at the Company's Toledo Bayview wastewater treatment
facility for $5,000 per month, retroactive to August 16, 2004.  

                    Going Concern Doubt

N-Viro International Corporation has in the past sustained
operating and net losses.  The Company has used substantial
amounts of working capital in its operations, which has reduced
the Company's liquidity to a low level.  At June 30, 2004, current
liabilities exceed current assets by $981,745. These matters raise
substantial doubt about the Company's ability to continue as a
going concern.  N-Viro International recorded a net loss of
$99,000 for the six months ended June 30, 2004, compared to a net
loss of $522,000 for the same period ended in 2003, a decrease in
the loss of approximately $423,000.

The Company conducts business in markets outside the United
States, and expects to continue to do so.  In addition to the risk
of currency fluctuations, the risks associated with conducting
business outside the United States include: social, political and
economic instability; slower payment of invoices; underdeveloped
infrastructure; underdeveloped legal systems; and nationalization.  
The Company has not entered into any currency swap agreements
which may reduce these risks.  

The Company may enter into such agreements in the future if it is
deemed necessary to do so. Current economic and political
conditions in the Asia Pacific and Middle East regions have
affected the Company outlook for potential revenue there.  The
Company cannot predict the full impact of this economic
instability, but it could have a material adverse effect on
revenues and profits.

The Company had a working capital deficit of $982,000 at June 30,
2004, compared to a working capital deficit of $1,642,000 at
December 31, 2003, an increase in working capital of $660,000.  
Current assets at June 30, 2004 included cash and investments of
$146,000 (including restricted cash of $75,000), which is an
increase of $22,000 from December 31, 2003.  The increase in
working capital was principally due to the private placement of
unregistered common stock with four stockholders for $435,188, the
Company  issuing stock for payment of trade payables for
approximately $254,000 and the exercise of stock warrants and
options totaling approximately $111,000, offset by the operating
loss for the six month period.

                        About the Company

N-Viro International Corporation incorporated in April 1993, and
became a public company on October 12, 1993. The Company business
strategy is to market the N-Viro Process, which produces a sludge
product with multiple commercial uses having an "exceptional
quality" as defined in the Section 503 Sludge Regulations under
the Clean Water Act of 1987. To date, its revenues have been
derived primarily from the licensing of the N-Viro Process to
treat and recycle wastewater sludge generated by municipal
wastewater treatment plants and from the sale to licensees of the
alkaline admixture used in the N-Viro Process. The Company also
operates N-Viro facilities for third parties on a start-up basis
and currently operate one N-Viro facility on a contract management
basis.


NORTHWEST AIRLINES: CEO Richard Anderson Will Depart on Nov. 1
--------------------------------------------------------------
Northwest Airlines Corporation (NASDAQ: NWAC) announced Friday
that its board of directors elected Douglas M. Steenland, age 53,
Northwest's current president, to the additional position of chief
executive officer, effective immediately.  Richard H. Anderson,
age 49, who has been chief executive officer since 2001, has
informed the board that he will become executive vice president of
UnitedHealth Group (NYSE: UNH) on November 1.  Mr. Anderson will
remain on the Northwest board.

For the past three years, Doug Steenland and Richard Anderson have
led this company through the most difficult period in the history
of the airline industry, said Gary L. Wilson, Northwest's
chairman.  Together, they set the strategic direction of the
company, which has positioned Northwest as the strongest of the
legacy carriers.  They developed and implemented a strategy that's
produced superior operating performance, aggressive cost
containment, and prudent long-term investments in the business.
They also put together a first-rate management team that's well
prepared to continue to drive this strategy.

The board of directors is very pleased that Doug, who has been our
president since 2001 and a key member of the Northwest senior
management team since 1991, will continue to lead the company.  
His in-depth knowledge of all areas of the global airline
industry, his expertise in major strategic areas and his
outstanding leadership skills will be a powerful asset as we
continue our drive to return the company to profitability.

We are extremely grateful to Richard for his many contributions to
Northwest, especially in the areas of operational excellence,
airport and fleet renewal, and the use of technology.  We wish him
much success as he applies his many strengths to a new industry at
UnitedHealth Group, Mr. Wilson added.

It is a privilege to lead Northwest's 39,000 employees at this
important time for our company, Mr. Steenland said.  Despite the
increasingly challenging environment, we have accomplished much
together: excellent operating performance, a significant revenue
premium, industry-leading liquidity, and a global network,
recently enhanced by our membership in SkyTeam.  With our very
experienced management team, I intend to follow our proven
strategy, working with our employees to achieve a competitive cost
structure and building Northwest for long-term success.

My proudest accomplishment at Northwest has been working with the
best employees in the airline industry, Mr. Anderson said. This
company has a long track record of dealing with challenges and
finding ways to succeed.  Under Doug's proven leadership, I know
Northwest's people will continue to run a great airline, put
customers first, and secure the future of Northwest.

                           The New CEO
  
Mr. Steenland, who joined Northwest in 1991 as vice president,
deputy general counsel, is currently responsible for:

    * alliances, where he oversees the company's relationships
      with its 16 airline partners, as well as the SkyTeam
      alliance;

    * government affairs, which includes legislative, executive
      branch, and regulatory issues;

    * labor relations, which includes all relations with the
      company's seven unions, as well as the negotiations and
      administration of the company's collective bargaining
      agreements;

    * human resources;

    * corporate and brand communications, which includes
      advertising, media relations and employee communications;
      and

    * legal affairs.  

Mr. Steenland is also chairman and chief executive officer of
Northwest Airlines Cargo, Inc., the number two trans-Pacific cargo
airline.

Prior to joining Northwest, Mr. Steenland was a senior partner at
the Washington, D.C., law firm of Verner, Liipfert, Bernhard and
Hand.

Mr. Steenland was graduated in 1976 with highest honors from the
National Law Center at George Washington University. He is a
member of the board of directors of Northwest Airlines, MAIR
Holdings, Inc., The Guthrie Theater and The Minnesota Symphony
Orchestra.

                     Organizational Changes
  
Northwest announced four key executive appointments made in
connection with the naming of the new CEO:

    * Tim Griffin, executive vice president of marketing and
      distribution, will assume additional responsibility for
      sales and customer relations and becomes executive vice
      president marketing and sales.

    * Phil Haan, executive vice president responsible for
      international and information services, will assume
      additional responsibility for alliances, in-flight services
      and cargo.

    * Bernie Han will continue as executive vice president and
      chief financial officer.

    * Andy Roberts, currently senior vice president-technical
      operations, will become executive vice president-operations
      with responsibility for technical operations, engineering,
      flight operations/systems operations control, customer
      service and materials management.

All of these executives will report directly to Mr. Steenland.

             S&P Says Departure Doesn't Affect Ratings

Standard & Poor's Ratings Services understands that these
management changes are expected to be smooth and not result in a
change in Northwest's strategy.  Accordingly, they have "no
implications for the company's ratings or outlook," S&P says.  S&P
notes that Messrs. Anderson and Steenland have worked together in
their current positions since 2001.  Securing concessionary
agreements from the airline's labor unions, an area of
responsibility for Mr. Steenland, continues to be the key
challenge facing the company. Negotiations with the pilots to
secure an initial round of concessions are believed to be well
advanced, S&P indicated in a statement released Friday.  Philip A.
Baggaley, CFA, is the S&P analyst that follows S&P-rated carriers.  
Mr. Baggaley can be reached at (212) 438-7683.  S&P rates
Northwest debt at a single-B with a negative outlook.  

               Seventh Major Carrier With a New CEO
    
Northwest Airlines is the seventh major carrier to change its CEO
in the past three years, Micheline Maynard at The New York Times
reports.  Gordon M. Bethune will step down as Continental's CEO at
the end of the year.  Glenn F. Tilton took the helm at United
Airlines in September 2002.  New CEOs have recently arrived at US
Airways, Delta, American Airlines and Southwest.  

                Northwest's Financial Condition

Ms. Maynard recaps the highlights of Northwest's financial
position:

    * Northwest has $2.6 billion in cash -- more than Delta and
      three times what US Airways has;

    * Northwest's pension plans are underfunded by $3.7 billion;

    * Northwest has lost $1.2 billion since 2001.

                    About Northwest Airlines
    
Northwest Airlines is the world's fifth largest airline with hubs
at Detroit, Minneapolis/St. Paul, Memphis, Tokyo, and Amsterdam,
and approximately 1,500 daily departures. Northwest is a member of
SkyTeam, a global airline alliance partnership with Aeromxico, Air
France, Alitalia, Continental Airlines, CSA Czech Airlines, Delta
Air Lines, KLM Royal Dutch Airlines, and Korean Air. SkyTeam
offers customers one of the world' most extensive global networks.
Northwest and its travel partners serve more than 900 cities in
more than 160 countries on six continents. In 2003, consumers from
throughout the world recognized Northwests efforts to make travel
easier. Northwests WorldPerks program was named the most popular
North American frequent flyer program by readers of TIME Asia in
the 2003 TIME Readers Travel Choice Awards. A 2003 J.D. Power and
Associate study of airports ranked Minneapolis/St. Paul and
Detroit, home to Northwests two largest hubs, in second and fourth
place among large domestic airports in overall customer
satisfaction.  For more information about Northwest, see
http://www.nwa.com/


OWENS CORNING: Wants Court Okay on Lexington Lease Pact Amendment
-----------------------------------------------------------------
Pursuant to a certain Lease Indenture dated as of January 11,
2000, Owens Corning and its debtor-affiliates leased from
Lexington Chester Industrial, LLC, a production and distribution
facility in Chester, South Carolina, which is utilized for the
manufacture and distribution of Cultured Stone products.  The
annual rent under the Lease is currently $1,619,072.  The Lease
will expire on December 31, 2020.  The Debtors have the option,
but are not obligated to:

    -- extend the lease term for two additional five-year terms;
       or

    -- purchase the Facility for the lesser of $18,500,000 or the
       fair market value.

In the alternative, the Debtors may allow the Lease to expire
without extending its term or exercising the purchase option.

The Debtors assumed the Lease on December 1, 2000.

By this motion, the Debtors ask Judge Fitzgerald to:

    (a) approve an amendment to the Lease that provides for
        construction of an expansion to the Facility at
        Lexington's expense and an attendant increase in base
        rent;

    (b) approve necessary related agreements, including a
        Development Agreement and a Purchase Order; and

    (c) authorize them, after completion of the Expansion, to
        enter into an amended and restated lease.

J. Kate Stickles, Esq., at Saul Ewing, LLP, in Wilmington,
Delaware, relates that the proposed Expansion consists of a
single story, 203,500-square foot building to be attached to the
existing Facility, and will result in an approximate doubling of
the Facility's size.  The Facility is currently operating at 100%
capacity and does not have sufficient space for the storage of
finished products.  As a result, the Debtors are forced to store
finished products manufactured at the Facility at an off-site
warehouse 20 miles away.  The Debtors' reliance on the off-site
warehouse results in the incurrence of additional handling and
shuttling costs as well as other operating inefficiencies.

                     The Development Agreement

Under the terms of the Development Agreement between the Debtors
and Lexington dated as of September 14, 2004, the Debtors will be
responsible for coordinating and overseeing the construction of
the Expansion, but Lexington will pay all costs of the Expansion
directly over to the general contractor.  The projected cost will
be no more than $6 million.  In the event that the actual cost of
the Expansion exceeds $6 million, the Development Agreement
contains provisions, obligating Lexington, subject to certain
terms and conditions, to fund up to an additional $600,000 of
improvements.  Should the cost of completing the Expansion exceed
$6.6 million, the additional costs are subject to negotiations
with Lexington and potential funding by the Debtors.

After the Expansion is completed, the annual rent for the
Facility is projected to increase by 33%, to $2,150,178.

The Debtors chose M.B. Kahn Construction Co., Inc., to act as the
general contractor in connection with construction of the
Expansion.  The Debtors and M.B. Kahn entered into a certain
purchase order, dated as of September 14, 2004.

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


P-COM INC: Secures $5 Million Debenture Funding Commitment
----------------------------------------------------------
P-Com, Inc. (OTC Bulletin Board: PCMC), a worldwide provider of
broadband wireless access products and services, expects third
quarter revenue to range from $6.2 million to $6.4 million. Based
upon this outlook, the Company anticipates that it will revise its
previously announced 2004 revenue goal of $30.0 million.

The Company has secured a commitment for $5.0 million in debenture
financing. The debenture financing is in addition to the
previously announced renewal of its credit facility with Silicon
Valley Bank for an additional year. The credit facility allows for
maximum borrowings up to $4.0 million.

"Although our revenue and overall financial performance in 2004
will certainly show significant improvement compared with 2003
revenue of $20.8 million, the continued softness in the wireless
communications equipment marketplace and the lengthening of the
sales cycle has somewhat tempered our previous 2004 full year
outlook," said Sam Smookler, President and CEO of P-Com. "We are
currently reassessing our outlook for the remainder of this year
in light of these developments and will update our 2004 guidance
during our third quarter financial results conference call.

"Despite the current challenges, there are numerous revenue
opportunities that we are aggressively pursuing for the fourth
quarter and into early 2005. In addition, we are pleased with the
progress that we have made during the past 12 months including
successfully executing our balance sheet restructuring plan,
putting in place programs to further streamline our operating
infrastructure and implementing new sales strategies, including
sales expansion into the Asian market. Given P-Com's new product
introductions planned for the remainder of 2004 and into 2005,
including our recently announced launch of next generation
SPEEDLAN wireless routers in our license-exempt product group, we
continue to have confidence in our ability to reinvigorate sales
growth and ultimately achieve profitability."

                   Third Quarter Conference Call

The Company will release final financial results for the third
quarter ending September 30, 2004 on a conference call scheduled
for Friday, October 29, 2004 at 10:00 a.m. Pacific Time/1:00 p.m.
Eastern Time. The dial in number for the conference call is 800-
218-0713 for domestic participants and 303-262-2130 for
international participants.

A taped replay of the conference call will also be available
beginning approximately one hour after the call's conclusion and
will remain available through 11:59 p.m. Pacific Time on Monday,
November 8, 2004. This replay can be accessed by dialing 800-405-
2236 for domestic callers and 303-590-3000 for international
callers, using the passcode 11010154#. To listen to a live
broadcast over the Internet, go to http://www.p-com.com/and click  
on the Investor Relations page. A replay of the conference call
will be available at http://www.p-com.com/A press release  
outlining P-Com's financial results for third quarter of 2004 will
be distributed on Friday, October 29, 2004 before the market
opens.

                        About P-Com, Inc.

P-Com, Inc. develops, manufactures, and markets point-to-point,
spread spectrum and point-to-multipoint, wireless access systems
to the worldwide telecommunications market. P-Com's broadband
wireless access systems are designed to satisfy the high-speed,
integrated network requirements of Internet access and private
networks. Cellular and personal communications service (PCS)
providers utilize P-Com point-to-point systems to provide backhaul
between base stations and mobile switching centers. Government,
utility, and business entities use P-Com systems in public and
private network applications. For more information visit
http://www.p-com.com/or call 408-866-3666.

                          *     *     *

                       Going Concern Doubt

In its Form 10-Q for the quarterly period ended June 30, 2004,
filed with the Securities and Exchange Commission, P-Com Inc.,
reports that for the six-month period ended June 30, 2004, the  
Company used $4.3 million cash in its operating activities. Also,
while the Company had approximately $4.9 million in cash and
cash equivalents at June 30, 2004, and working capital of  
approximately $4.9 million, the Company's deteriorating cash
position relative to projected future cash requirements, raise  
substantial doubt about the Company's ability to continue as a
going concern.


PARMALAT USA: Has Until October 20 to File Chapter 11 Plan
----------------------------------------------------------
Parmalat USA Corporation, and its U.S. debtor-affiliates, entered
into a stipulation with General Electric Capital Corporation, as
agent and lender, Citibank, N.A., and the Official Committee of
Unsecured Creditors to amend the final Court order authorizing
Parmalat USA to obtain $35,000,000 in debtor-in-possession
financing.

Pursuant to the Stipulation, the DIP Lenders require Parmalat by:

     October 15, 2004  to close the sale of substantially all
                       the assets of Milk Products of Alabama,
                       LLC, on terms acceptable to GE Capital
                       in its sole discretion;

     October 20, 2004  to file a plan of reorganization and
                       accompanying disclosure statement
                       acceptable to the Lenders;

     December 3, 2004  to obtain bankruptcy court approval for
                       the Disclosure Statement; and

     December 31, 2004 to confirm their Reorganization Plan.

Parmalat's failure to comply with the agreed timeline will
constitute an Event of Default under the DIP Financing Facility.

GE Capital also agrees to extend the maturity date of the DIP
Financing Facility to October 20, 2004.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion  
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.

The Company filed for chapter 11 protection on February 24, 2004
(Bankr. S.D.N.Y. Case No. 04-11139).  Gary Holtzer, Esq., and
Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP represent
the Debtors in their restructuring efforts.  On June 30, 2003, the
Debtors listed EUR2,001,818,912 in assets and EUR1,061,786,417 in
debts.


PARMALAT USA: Proposes Supplemental Surplus Asset Sale Procedures
-----------------------------------------------------------------
In furtherance of their efforts to maximize the value received
from the sale of the non-operating real properties, Parmalat USA
Corporation and its U.S. debtor-affiliates employed Keen Realty,
LLC, to market and sell most of the Non-Operating Properties.  
Keen engaged in a nationwide marketing campaign with respect to
the Non-Operating Properties to obtain the highest offers for the
Properties.

Specifically, Keen listed the Non-Operating Properties on its Web
site and on http://www.loopnet.com/-- a popular Web site for  
commercial real estate.  Keen continues to update the listings as
additional information is received.

Additionally, Keen sent a flier via electronic mail to over 55,000
commercial real estate subscribers, distributed a press release to
over 1,100 regional trade, news, and business publications, and
sent 11,200 two-sided color brochures via direct mail to
investors, consultants, and real estate professionals identified
through Keen's custom database and targeted mailing lists.  Keen
also placed advertisements in several publications, including The
New York Times, Crain's New York, The Newark Star Ledger, and The
Philadelphia Inquirer, and placed signs on each of the Non-
Operating Real Properties.

Through Keen's efforts, Farmland Dairies, LLC, received
indications of interest from parties who are considering buying
some of the Non-Operating Properties.  For example, with respect
to a parcel of Non-Operating Property in West Caldwell, New
Jersey, Keen received 178 inquiries by telephone and electronic
mail, and 58 parties visited the property at four open houses
hosted by Keen.  Six parties have expressed an interest in signing
a contract for the property and are currently reviewing a form of
contract provided by Farmland.

Similarly, with respect to a parcel of Non-Operating Property in
East Vincent, Pennsylvania, Keen received 71 inquiries by
telephone and electronic mail, and 19 parties visited the property
at two open houses hosted by Keen.  Four parties have expressed an
interest in signing a contract for the property and are currently
reviewing a form of contract provided by Farmland.

Farmland believes that several of the Non-Operating Real
Properties will receive offers of over $1,000,000.

               The Need for a Stalking Horse Process

Keen has advised Farmland that the value to Farmland's estate
could be maximized with respect to certain of the Non-Operating
Properties by entering into stalking horse contracts with a single
bidder with a standard break-up fee provision and holding auctions
with respect to the property.

The Sale Procedures Order provides that "the Debtors are
authorized to take all actions and execute all documents necessary
or appropriate to effectuate the sale of the Non-Operating
Properties."

Out of an abundance of caution, Farmland asks the Court to
supplement the Sale Procedures Order to provide explicitly for
authorization to utilize, at Farmland's discretion, a stalking
horse and auction process.  Farmland also asks Judge Drain to
approve the payment of a break-up fee.

                    Supplemental Sale Procedures

Farmland will continue its marketing and sales efforts with
respect to the Non-Operating Properties, and conduct an auction of
some of the parcels of Non-Operating Properties where Farmland,
through its advisors, determines that signing a stalking horse
contract and proceeding with an auction is likely to maximize the
value to the estate.

Farmland will sign stalking horse contracts with standard
provisions providing for the payment of a break-up fee, provided
that the break-up fee does not exceed 3% of the stalking horse
bidder's proposed purchase price.  Farmland will provide notice of
the auction and the proposed stalking horse contract, including
the terms of the break-up fee, to interested parties, who will
have an opportunity to object, prior to Farmland entering into the
contract.

After the selection of the winning bid following a bidding process
and auction, Farmland will provide notice of the winning bidder
and the terms of the winning bid to the Notice Parties, who will
have an opportunity to object prior to Farmland's consummating the
sale.

Farmland will negotiate the terms of a stalking horse agreement,
including the break-up fee, with the bidder at arm's length.
Farmland will not utilize the sale procedures to sell Non-
Operating Property to an insider.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion  
euros in annual revenue. The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.

The Company filed for chapter 11 protection on February 24, 2004
(Bankr. S.D.N.Y. Case No. 04-11139). Gary Holtzer, Esq., and
Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP represent
the Debtors in their restructuring efforts.  On June 30, 2003, the
Debtors listed EUR2,001,818,912 in assets and EUR1,061,786,417 in
debts. (Parmalat Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PATHMARK STORES: Inks $250 Million Senior Secured Credit Facility
-----------------------------------------------------------------
Pathmark Stores, Inc. (Nasdaq: PTMK) has entered into an amended
and restated $250 million senior secured credit facility dated as
of October 1, 2004, with a group of lenders led by Fleet Retail
Group, a Bank of America Company. The term of the amended and
restated facility will be five years and will consist of a $180
million revolving Credit Facility and a $70 million term loan. The
amended and restated facility replaces the prior five-year
revolving facility and seven year term loan.

Eileen Scott, Pathmark's Chief Executive Officer said, "We are
pleased to have put in place a new five-year facility, which
lowers our borrowing costs, increases our financial flexibility
and strengthens our liquidity."

Pathmark Stores, Inc. is a regional supermarket currently
operating 142 supermarkets primarily in the New York - New Jersey
and Philadelphia metropolitan areas.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 16, Moody's
Investors Service downgraded all ratings of Pathmark Stores, Inc.,
including the Senior Subordinated Note (2012) issue to B3, and
assigned a stable outlook.

The rating downgrade was prompted by the increasing intensity of
grocery retailing competition in the company's trade area and
Moody's expectation that stabilizing revenue and operating profit
will prove challenging.

Constraining the ratings are:

   * Moody's belief that the company will run free cash flow
     deficits over the intermediate term,

   * the company's highly leveraged financial condition, and

   * the pressures on already low-margins in the highly
     competitive supermarket industry.

However, the wide regional recognition of the "Pathmark" trade
name and the good productivity of a typical Pathmark store support
the assigned ratings. The company intends to refinance its bank
loan before the current quarter ends in October 2004 to avoid
violating financial covenants such as EBITDA falling below the
mandatory minimum.

Ratings lowered are as follows:

   -- $350 million 8.75% Senior Subordinated Notes (2012) to B3
      from B2,

   -- Senior Implied Rating to B1 from Ba3, and

   -- Unsecured Issuer Rating to B2 from B1.

Moody's does not rate the current $175 million secured Revolving
Credit Facility commitment or the $46 million secured Term Loan.
The company indicates that it is negotiating a replacement
$250 million bank loan.

The ratings reflect:

   * the company's leveraged financial condition (especially
     adjusted for operating leases),

   * exposure to economic conditions of a limited geography
     roughly between New York City and Philadelphia, and

   * Moody's expectation that capital expenditures and term loan
     amortization will modestly exceed operating cash flow over
     the medium term.

In Moody's opinion, the company still needs to make up for a
lengthy period of underinvestment prior to the Sept. 2000
reorganization by renovating stores as quickly as liquidity
permits. However, the ratings acknowledge Pathmark's status as a
well-recognized supermarket operator in its trade areas, potential
operating efficiencies resulting from high sales per square foot,
and the progress made in updating its store base.

The stable outlook considers Moody's opinions that Pathmark has
adequate liquidity and a defendable position in its trade areas
around New York City and Philadelphia. Ratings would decline if:

   * the company fails to progress at growing revenue and
     simultaneously maintaining decent margins,

   * operating cash flow does not soon cover debt service and a
     normalized level of capital investment, or

   * working capital becomes a material use of cash.

However, the ability to internally finance an adequate capital
investment program, stability in market share, and improving debt
protection measures (such as lease adjusted leverage falling
towards 4.5 times and fixed charge coverage exceeding 1.5 times)
could eventually reduce the business and financial risks facing
Pathmark.

The B3 rating on the senior subordinated notes considers that this
debt is subordinated to significant amounts of more senior
obligations. Contractually senior claims include the $175 million
secured revolving credit facility commitment, the $46 million
secured Term Loan, and $222 million of capital lease obligations
and mortgages. The senior subordinated notes are also effectively
junior to $89 million of trade accounts payable. The majority of
revenue and assets are located at the issuing entity and almost
all operating subsidiaries guarantee the notes. The company had
$91 million of revolving credit facility borrowing capacity as of
July 31, 2004.

Operating margin decreased to 1.4% for the quarter ending
July 31, 2004 compared to 2.8% in the same period of 2003 as
Pathmark has adjusted gross margin in order to maintain market
share. Moody's believes that market share for Pathmark has
remained steady over recent periods as its comparable store sales
have approximately equaled other supermarket operators with
substantial operations in and around New York City and
Philadelphia. For the twelve months ending July 31, 2004, lease
adjusted leverage equaled about 4.9 times and fixed charge
coverage was around 1.1 times. As the company invests in its
store base, Moody's expects that operating challenges will
pressure debt protection measures over the next several years.


PETRACOM MEDIA: Plan Confirmation Hearing Convenes Today
--------------------------------------------------------
On August 26, 2004, Petracom of Joplin, LLC and its debtor-
affiliates filed their Joint Amended Plan of Reorganization with
the United States Bankruptcy Court for the Middle District of
Florida.

A hearing to consider confirmation of the Plan will begin today,
October 5, 2004 at 1:30 p.m., Eastern time, before the Honorable
Alexander L. Paskay in Tampa.  

Headquartered in Lutz, Florida, Petracom Media, LLC, and its
debtor-affiliates, collectively operate 18 radio stations
representing a number of different program formats (i.e., talk,
country and western, pop, etc.).  Petracom Media filed for chapter
11 protection on February 17, 2004 (Bankr. M.D. Fla. Case No. 04-
02908).  Petracom of Joplin, LLC, filed a separate chapter 11
petition on October 9, 2004 (Bankr. M.D. Fla. Case No. 03-20980).
Harley E. Riedel, Esq. Stichter, Riedel, Blain & Prosser,
represents the Debtors.  When the Company filed for protection
from its creditors, it estimated debts and assets in the $10 to
$50 million range.  


PROVIDIAN FIN'L: 4% Convertible Notes Can be Swapped for Shares
---------------------------------------------------------------
Providian Financial Corporation's (NYSE:PVN) $287.5 million of 4%
Convertible Notes due May 15, 2008 issued pursuant to a
supplemental indenture between the Company and Bank One Trust
Company, N.A., as Trustee, dated May 27, 2003, will be convertible
pursuant to section 2.01(a)(i) of the Supplemental Indenture. The
Supplemental Indenture provides that the Notes are convertible if
the closing price of the Company's common stock exceeds $14.31 per
share (110% of the conversion price) for at least 20 trading days
of the 30 consecutive trading day period ending on the last day of
the preceding calendar quarter. Holders of the Notes may convert
the Notes into shares of the Company's common stock during the
next fiscal quarter (October 1, 2004 until December 31, 2004) at
the conversion rate then in effect.

In accordance with Financial Accounting Standards Board Statement
of Financial Accounting Standards No. 128, Earnings Per Share, the
dilutive effect of the Notes will be reflected in diluted earnings
per share by application of the if-converted method. Accordingly,
the Company will include 22,101,793 additional shares in the its
diluted earnings per common share calculation for the entirety of
the quarter ended September 30, 2004. The dilutive impact of
assuming conversion will be partially offset by the related add-
back of debt interest expense related to the Notes to net income
in accordance with the if-converted method under SFAS No. 128.

FASB's Emerging Issues Task Force finalized its proposed rule,
"Accounting Issues Related to Certain Features of Contingently
Convertible Debt and the Effect on Diluted Earnings Per Share"
("EITF Issue No. 04-8"), on September 30, 2004. EITF Issue No. 04-
8 is subject to formal ratification by FASB in October 2004.
Assuming such ratification, the dilutive effects from the assumed
conversion of the Company's contingently convertible notes would
be reflected in the Company's fourth quarter 2004 diluted earnings
per common share calculation.

                         About Providian

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

                          *     *     *

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

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


RCN CORP: Asks Court to Extend Lease Decision Period to Jan. 17
---------------------------------------------------------------
RCN Corp. and its debtor-affiliates are parties to certain
unexpired non-residential real property leases.  The Unexpired
Leases involve agreements under which the Debtors lease space to
house their hub sites and other telecommunications equipment.  The
telecommunications equipment that is housed on the premises
covered by the Unexpired Leases plays an essential role in the
Debtors' ability to continue to provide telecommunications
services to their customers.

Pursuant to Section 365(d)(4) of the Bankruptcy Code, a debtor's  
unexpired leases that are not assumed or voluntarily rejected  
within the initial 60 days of a Chapter 11 case, and are not the  
subject of a motion filed before the expiration of the 60th day  
to extend the statutory period, are deemed rejected.  The court,  
however, can extend the debtor's Lease Decision Period for cause.

D. Jansing Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom,  
LLP, in New York, tells Judge Drain that the Debtors' decision to  
assume or reject the Unexpired Leases, as well as the timing of  
the assumption or rejection, depends in large part on whether  
their Plan of Reorganization is confirmed and ultimately  
consummated.  Mr. Baker also notes that RCN Cable TV of Chicago,  
Inc., and 21st Century Telecom Services, Inc., which are not  
proponents of the Plan, are parties to potentially valuable  
Unexpired Leases.  Hence, the Debtors' ability to assume or  
reject their Unexpired Leases must be preserved.

Accordingly, the Debtors ask the Court to extend their lease  
Decision Period through and including the earlier of the  
effective date of the Plan or January 17, 2005.

Mr. Baker asserts that the extension must be approved because:

   (a) The Debtors are paying for use of the property at the
       applicable lease rates and are continuing to perform their
       other obligations under the Unexpired Leases in a timely
       fashion.  Thus, at this time, there are no defaults under
       the Unexpired Leases;

   (b) The Debtors fully intend to remain current with respect to
       all outstanding postpetition obligations under the
       Unexpired Leases;

   (c) There is no reason why the Debtors' continued occupancy of
       the premises during the extension of time sought could or
       would damage the Lessors beyond the compensation that is
       available to the Lessors under the  Bankruptcy Code.
       There would be no harm to the Lessors should the Court
       extend the Debtors' Lease Decision Period; and

   (d) The Unexpired Leases are important assets of the Debtors.
       The Debtors may be unable to successfully operate their
       business without the continued use of the leased property.
       The Debtors' business is largely dependent on providing
       telecommunications services to their customers.  The loss
       of the leased premises used to house the Debtors' hub
       sites and other telecommunications equipment would impair
       the Debtors' continued operations, as that equipment is
       essential to the Debtors' ability to continue to provide
       telecommunications services to their customers.

Mr. Baker assures the Court that the extension will not prejudice  
the Lessors to the Unexpired Leases.  The Debtors are moving  
rapidly towards the solicitation, confirmation and consummation  
of the Plan.  Accordingly, the Lessors should know within the  
coming months whether their Unexpired Leases will be assumed or  
rejected.

The extension will also provide RCN Chicago and 21st Century  
Telecom with sufficient time to review their Unexpired Leases.

In contrast, if the Lease Decision Period is not extended, the  
Debtors might be compelled to prematurely assume long-term  
liabilities under the Unexpired Leases, potentially creating  
administrative expense claims in excess of applicable rejection  
damage claims, to the detriment of the Debtors' creditors and  
estates.

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: Court Reschedules Confirmation Hearing to Oct. 20
-----------------------------------------------------------------
Judge Gonzalez reschedules the hearing to confirm the Official  
Unsecured Bank Committee's Second Amended Plan of Reorganization  
for Reliance Financial Services Corporation to October 20, 2004,  
at 10:00 a.m.

On July 6, 2004, the Official Unsecured Bank Committee delivered
to the Bankruptcy Court its Second Amended Plan of Reorganization
and First Amended Disclosure Statement for Reliance Financial
Services Corporation. The First Amended Disclosure Statement
explaining that Plan was approved by the Court on July 7.

The Second Amended Plan and Disclosure Statement relates that the
Section 847 Refund recoveries and other tax assets will not be
available if Reorganized RFSC liquidates. If the Chapter 11 Case
is converted to a Chapter 7, it is unlikely that there will be a
recovery by Reorganized RFSC from the Section 847 Refunds and
other tax assets.

To the extent that Claim Holders opt-out of assigning their
Litigation Claims to Reliance Group Holdings, Inc., they will not
be entitled to receive RFSC Litigation Proceeds. Members of
Classes 2 and 4a without Litigation Claims will share in any
distribution of the RFSC Litigation Proceeds, unless they have
elected to opt-out.

The Second Amended Plan notes that $461,479,986 in Class 4a
Claims has been asserted. However, the Bank Committee and the
Official Committee of Unsecured Creditors intend to object to all
4a Claims. As a result, the amount of General Unsecured Claims
allowed by the Court will likely be significantly less.

The Second Amended Plan clarifies the Release Provisions. The
Plan will not release a party from liability arising from willful
misconduct, gross negligence, intentional fraud or breach of
fiduciary duty that resulted in personal profit at the expense of
the estate. The Plan will not release any party for knowing
misuse of confidential information. The Plan will not limit the
liability of the Debtors', RGH's or the Committees' professionals
to their clients.

The releases do not cover former and current directors, officers
and executives of Reorganized RFSC and RGH from actions prior to
June 12, 2001. This includes events connected to the Reliance
D&O Action or other actions by M. Diane Koken, the Insurance
Commissioner of the Commonwealth of Pennsylvania, as Liquidator
of Reliance Insurance Company.

The Second Amended Plan prohibits any transfer of New RFSC Common
Stock amounting to over 50% that would cause an "ownership
change" for tax purposes. There will be no transfer of shares of
New RFSC Common Stock that would result in Reorganized RFSC
becoming a member of an affiliated group of corporations.

During the first 35 days after the first anniversary of the
Effective Date, shares of New RFSC Common Stock may only be
transferred pursuant to a tender offer by High River, LP, or its
affiliates. The tender offer will be extended to all holders of
New RFSC Common Stock to tender their shares, up to a maximum of
49.9% of the outstanding shares. If more than 49.9% of the New
RFSC Common Stock are tendered, the shares will be purchased on a
pro rata basis, based on the number of shares tendered by each
holder. If High River and its affiliates would own less than 80%
of New RFSC Common Stock, the tender offer will be withdrawn, all
tendered shares returned to their holders and no transfer will be
permitted.

The Holder of an Allowed Liquidator Claim is entitled to full
settlement in exchange for its Claim, the payments under the Tax
Sharing Agreement and the PA Settlement Agreement, which includes
50% of the Section 847 Refunds and the Liquidator D&O Litigation
Proceeds. To the extent payments are provided for under both
Agreements, the arrangement will not result in duplicate
payments.

After the Effective Date and as soon as the disposition of the
books and records of RFSC and Reorganized RFSC is legally
feasible, the CEO will seek to dispose of the books and records,
with notice to the Liquidator and other interested parties. If
the Liquidator requires the books and records or determines that
they should not be disposed of, the Liquidator will be allowed
the opportunity to take possession of the books and records.

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)    


RIVERSIDE: Tolko Asks Court to Nullify Shareholder Rights Plan
--------------------------------------------------------------
In another attempt to ensure the successful closure of its bid to
overtake Riverside Forest Products Limited, Tolko Industries Ltd.
asked the British Columbia Supreme Court to declare that the
shareholder rights plan of Riverside Forest is null and void and
of no force and effect.

The basis of the petition is the fact that, with an authorized
capital of only 25,000,000 common shares of which 9,434,987 have
been issued, Riverside cannot issue the enormous number of shares
required under the rights plan if the plan is triggered.  
Riverside would have to be able to issue in excess of 76,000,000
additional common shares and they are unable to do so.

Trevor Jahnig, Tolko's Vice-President of Finance and CFO, said:
"Tolko's application to the court is supported by Canadian case
law which established the principle that, in order for such a
rights plan to be valid, it cannot just have the threat of
diluting Tolko's holdings but Riverside must also have the ability
to carry through with that threat.  Riverside's ability is
restricted by the absence of the necessary authorized share
capital."

"Shareholder rights plans are intended to give a company time to
respond to a takeover bid and seek out a competing bid," Jahnig
said.  "At the close of our offer, Riverside will have had 46 days
since we informed them of our interest in making an offer.  That
is more than enough time to find and announce a competing bid.  
Riverside's shareholders should not be further constrained in
their ability to accept Tolko's offer."

Tolko's application will be heard today, October 5, 2004, which is
prior to expiry of its bid on October 6, 2004.

As reported in the Troubled Company Reporter on Aug. 27, 2004,
Tolko Industries extended an unsolicited offer week to purchase
all the outstanding shares of Riverside Forest for C$29.00 per
share in cash.  Tolko is the 2nd largest shareholder of Riverside,
holding 1.758 million or 18.6% of the approximately 9.4 million
Riverside shares outstanding.  The total value of the transaction
is estimated at C$340 million based on the net debt outstanding of
Riverside as of June 30, 2004.

Riverside Forest, however, encouraged the company's shareholders
to take no action on the hostile takeover bid formally launched by
Tolko Industries Limited to acquire all Riverside shares it does
not currently own for $29 per share, as reported in the Troubled
Company Reporter on September 2, 2004.

Based on the price of Riverside's stock at the close of market on
August 31, 2004, Tolko's offer represents a 9% discount to
Riverside's stock price .

As reported in the Troubled Company Reporter on Sept. 16, 2004,
Riverside Forest released the unaudited consolidated financial
statements as at and for the 11-month period ended Aug. 31, 2004,
to further substantiate its stand.  Gordon W. Steele, Riverside
Chairman, President and Chief Executive Officer, said: "In light
of Tolko Industries Ltd.'s recent offer to purchase all of the
outstanding common shares of the Company, we wanted to ensure that
shareholders have Riverside's most recent financial information
available to them.  In our view, the strength of the Company's
financial results and its balance sheet confirm the financial
inadequacy of the Tolko bid."

In response to attempts of Riverside Forest's Board of Directors
to block Tolko's moves, Tolko Industries announced its intent to
vary its August 31, 2004 offer to acquire all of Riverside
Forest's outstanding common shares by reducing the minimum tender
condition currently contained in the offer from 75% to 51%, as
reported in the Troubled Company Reporter on Sept. 24, 2004.

Trevor Jahnig, Tolko's Vice-President of Finance & CFO identified
six main issues that the shareholders must consider in deciding
against of for its offer:

   1. Comparison with recent transactions (West Fraser/Weldwood &
      Canfor/Slocan)

      Weldwood is significantly larger and has broader, more
      diverse product offerings and is not a comparable company
      to Riverside.  Also, the comparison of Enterprise Value to
      EBITDA multiples using a trailing 12 month EBITDA number do
      not reflect the highly cyclical nature of the forest sector
      where transactions have occurred at different points in the
      cycle.  Using a more appropriate method such as the
      multiple of Enterprise Value to Trend EBITDA shows that
      Tolko's offer is consistent with the multiple paid on the
      Slocan transaction.  Furthermore, we believe both Weldwood
      and Slocan have been consistently stronger performers than
      Riverside.

   2. Riverside's business or growth prospects.

      Riverside's recent financial results are not sustainable as
      they are being driven by peak of cycle commodity prices for
      both lumber and plywood.  Looking back across various
      commodity price cycles, Riverside has generated a net loss
      in four of its last 10 fiscal years.

   3. Riverside's substantial cash on hand.

      The Riverside Directors' Circular fails to point out that
      Riverside has non-investment grade debt outstanding of
      $197.0 million, which is in excess of Riverside's current
      cash balance.

   4. Softwood Duty Refunds

      The amount and timing of duty refunds, if any, is highly
      speculative.

   5. Timber tenure take-back compensation

      Riverside estimates that it will receive after-tax
      compensation of $28 million ($65/m3 or $100/m3 pre-tax) for
      timber tenure take-back from the BC government.  The BC
      government recently announced they had reached agreement
      with Weyerhaeuser to pay $27/m3 (pre-tax) in compensation.
      Riverside's estimate assumes it will receive compensation
      that is approximately four times higher than the most
      recent compensation paid.

   6. Access to Riverside's Data Room

      Tolko's initial request for access to Riverside's Data Room
      was refused.  Subsequent to that refusal, access was
      offered under terms and conditions Tolko finds unacceptable
      especially in light of the fact that we believe we are the
      most strategic buyer.

As reported in the Troubled Company Reporter on October 1, 2004,
Riverside's Board of Directors made these points as a rebuttal:

   -- Riverside's Board of Directors stands by the statements made
      in its Directors' Circular, and urges shareholders not to be
      swayed by Tolko's self-serving efforts at rebuttal.

   -- Tolko's offer is at $29 per Share. The closing price of the
      Shares on the Toronto Stock Exchange on September 28, 2004
      was $34.90.  Since the announcement of the offer on August
      25, 2004, the trading price of Riverside's shares has
      consistently been significantly greater than Tolko's offer,
      reflecting the market's concurrence with the Board's view
      that the offer undervalues Riverside.

   -- Tolko is seeking to acquire Riverside at the lowest
      possible price.  Riverside's Board and its advisers are
      working hard to develop and present to shareholders an
      alternative to Tolko's offer that will deliver full and fair
      value for their shares.  Riverside is engaged in a robust
      strategic process designed to maximize value for all of
      Riverside's shareholders.

   -- Tolko has complained that it has not been granted access to
      Riverside's data room.  In fact, Tolko has been offered
      access to the data room on terms that other potential
      bidders have found acceptable, with appropriate
      modification.  Tolko has declined to participate in
      Riverside's process on that basis.

   -- Tolko is free to improve upon its offer.  Although it has
      been invited, many times, to do so, it has consistently
      declined, preferring instead to hint at what it might do in
      the future.  Riverside's Board cannot make decisions on the
      basis of that hints or speculation about what Tolko or
      another bidder may or may not do, but can only deal with
      concrete proposals before it.

   -- By reducing its minimum tender condition, Tolko has
      signalled that it would be satisfied with obtaining control
      of Riverside, without giving any indication of its plans for
      Riverside's business, or of the manner in which it intends
      to deal with minority shareholders.

   -- Tolko has also failed to indicate how it proposes to fund
      the obligation, which would be triggered by a change of
      control, to repurchase all of Riverside's outstanding
      $150 million notes due 2014 for an amount equal to 101% of
      the principal amount thereof.

   -- Prior to Tembec Inc.'s public announcement on September 28,
      Riverside had no knowledge of any purchase or ownership of
      Riverside shares by Tembec.  Riverside is actively pursuing
      discussions about potential transactions with a number of
      interested parties, of which Tembec is only one.

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

                         *     *     *

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


RLJ LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: RLJ, LLC
        aka Southern Lightning
        aka National Wholesale Lightning
        aka RLJ
        aka SL
        aka Building Services
        aka Southern Lighting Building Services
        aka Entegrity Sales
        1024 Executive Park Avenue
        Baton Rouge, Louisiana 7080

Bankruptcy Case No.: 04-13232

Chapter 11 Petition Date: October 1, 2004

Court: Middle District of Louisiana (Baton Rouge)

Judge: Douglas D. Dodd

Debtor's Counsel: William H. Patrick, III, Esq.
                  Heller, Draper, Hayden, Patrick & Horn, L.L.C.
                  650 Poydras Street, Suite 2500
                  New Orleans, Louisiana 70130
                  Tel: (504) 568-1888
                  Fax: (504) 522-0949

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 20 largest unsecured creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Corporate Mechanical          Trade Debt                $154,220

Bell South Advertising &      Trade Debt                 $40,799
Publishing Corporation

United Lighting Sales         Trade Debt                 $16,941

Decker Enterprises            Trade Debt                 $15,229

Kuehne & Foot                 Trade Debt                  $9,256

LITETRONICS                   Trade Debt                  $6,810

Atlas Refrigeration Supply    Trade Debt                  $6,060

Vanguard LLC                  Trade Debt                  $3,079

Reulet Electric Supplies      Trade Debt                  $3,000

Capital One, F.S.B.           Trade Debt                  $2,878

Cingular                      Trade Debt                  $2,864

Clear Channel                 Trade Debt                  $2,667
Broadcasting, Inc.

Office Depot                  Trade Debt                  $2,366

Kemper Insurance              Trade Debt                  $1,669
Companies

Cherbonnier, Mayer &          Trade Debt                  $1,188
Associates

Jani-Kare Janitorial Service  Trade Debt                    $900

Modern Business Machines      Trade Debt                    $890

The Home Depot CRC/GECF       Trade Debt                    $801

The Houston Chronicle         Trade Debt                    $476

Birmingham Post-Herald        Trade Debt                    $449


SPIEGEL INC: American Port Wins New Hampton Property for $1.8 Mil.
------------------------------------------------------------------
New Hampton Realty Corp., Inc., received no qualified overbids
for its real property, thus, no auction was conducted.
Accordingly, American Port Services, Inc., is deemed the
successful bidder, with $1,898,100 as the successful bid.

Spiegel Inc. and its debtor-affiliates previously sought the
Court's authority to sell a real property located at 2101, 2201,
2221 and 2401 Aluminum Avenue in Hampton, Virginia to American
Port Services, Inc., for $1,898,100, free and clear of all
encumbrances, pursuant to a Purchase Agreement and subject to
higher and better bids.  The Property is owned by New Hampton
Realty Corp., Inc., and consists of 46 acres of an undeveloped
piece of land that is not currently being used for any purpose.

                    The Stalking Horse Bidder

Andrew V. Tenzer, Esq., at Shearman & Sterling, LLP, in New York,  
relates that in connection with their ongoing review of their  
business operations, the Debtors determined that the sale of the  
New Hampton Property at this time will enable them to obtain its  
realizable value and avoid the expense of further upkeep, which  
includes the continued payment of real property taxes.

On May 5, 2003, the Debtors entered into a letter agreement with  
Keen Realty, LLC, pursuant to which Keen is authorized to market  
properties identified by the Debtors as excess locations.  Under  
the Letter Agreement, Keen is entitled to a commission of 4% of  
the gross proceeds of the sales in which it has provided  
services.  At the Debtors' request, Keen then engaged CB Richard  
Ellis, Inc., as its local broker.

Keen and CB Richard began marketing the New Hampton Property to  
potential buyers in September 2003.  Keen and CB Richard have  
shown the New Hampton Property to a number of interested parties,
and received six different written offers for it.  The offers  
were evaluated on price, as well as the reputation of the  
potential buyers, and their ability to close the sale transaction  
with the fewest contingencies.  After extensive consultation with  
their advisors, and consideration of the terms and conditions of  
and risks associated with each offer, the Debtors determined that  
American Port's offer for the New Hampton Property was the  
highest and best offer available.  Therefore, the Debtors agreed  
to accept American Port's offer subject to the conduct of an  
auction soliciting higher and better bids.

The sale negotiations began in earnest in March 2004, with  
American Port being fully advised that the Debtors had filed a  
Chapter 11 case, that Bankruptcy Court approval of the sale would  
be required, and that the sale would be subject to overbid  
pursuant to bidding procedures to be agreed to by the parties and  
approved by the Court.

On June 25, 2004, American Port and the Debtors entered into the  
Purchase Agreement.  American Port has made a $94,905 initial  
deposit of funds with Lawyers Title Services, Inc., the escrow  
agent for the transaction.  An additional $94,905 deposit will be  
made within three business days after American Port's approval  
and waiver of all the matters subject to its due diligence  
review.  The remainder of the Purchase Price will be paid by  
American Port at the closing, unless a higher bidder prevails at  
the auction.

                      The Purchase Agreement

The Debtors propose to sell, assign, transfer, convey and deliver  
to American Port the New Hampton Property free and clear of all  
liens, claims, interests and encumbrances assumed by American  
Port pursuant to the Purchase Agreement.  Any interests against  
or in the Property will attach solely to the proceeds from the  
Sale, in the order of priority and with the same validity, force  
and effect that these interests may now have against the  
Property.

The significant terms of the Purchase Agreement are:

   (a) Purchase Price

       The purchase price for the Property is $1,898,100, payable  
       by American Port in:

         (i) $94,905 on the parties' execution of the Purchase
             Agreement, by delivery to "Lawyers Title Services,
             Inc., as escrow agent," by wire transfer of
             immediately available funds to the Escrowee's
             Account, or by American Port's unendorsed certified
             or bank check payable to the order of the Escrowee;

        (ii) $94,905 within three business days after the
             expiration of the Due Diligence Period in the event
             New Hampton has not elected to terminate the
             Purchase Agreement, by delivery to the Escrowee, by
             wire transfer of immediately available funds to the
             Escrow Account, or by American Port's unendorsed
             certified or bank check payable to the order of
             Lawyers Title; and

       (iii) the balance of the Purchase Price on the Closing
             Date by wire transfer of immediately available funds
             to the Escrow Account.

   (b) Purchase and Sale of Assets

       At the Closing, New Hampton will sell, assign, transfer,
       convey and deliver to American Port, and American Port
       will purchase and accept from the Debtors, the Property
       free and clear of all encumbrances -- with all duly
       perfected and unavoidable liens on Property attaching to
       the Purchase Price -- other than Permitted Encumbrances
       under Section 363 of the Bankruptcy Code.

   (c) "As Is" Purchase

       Except as provided in the Purchase Agreement:

        (i) American Port represents and warrants that it is
            relying solely on its own inspections,
            investigations, studies, tests and analyses in
            purchasing the New Hampton Property and is purchasing
            the Property as is, where is, with all faults now
            known or later discovered; and

       (ii) There are no warranties express or implied with
            respect to the acquired assets, their merchantability
            or fitness for a particular purpose or as to any
            other matter whatsoever.

   (d) Break-up Fee

       If the Bankruptcy Court approves a bid other than that
       submitted by American Port, American Port will be entitled
       to payment of a break-up fee in cash.

   (e) Waiver of Right of First Refusal

       Pursuant to a Waiver Agreement between New Hampton and the
       Industrial Development Authority of the City of Hampton,
       Virginia, predecessor-in-interest to Regional
       Redevelopment Housing Authority for Hampton and Newport
       News, Virginia, the IDA agreed to waive its right of first
       refusal in connection with the Proposed Sale.

   (f) Title to the Property

       The Purchase Agreement requires American Port to direct
       the Escrowee to deliver to the Sale parties, within 10
       days after the execution of the Purchase Agreement, the
       Escrowee's commitment to issue an Owner's Policy of Title
       Insurance with respect to the Property.  Within 10 days
       after the issuance of the Title Commitment or any update,
       continuation or supplement of the Title Commitment,
       American Port will deliver to New Hampton a written
       statement setting forth any encumbrances affecting, or
       other defects in or objections to, title to the Property
       disclosed by materials other than the Permitted
       Encumbrances to which American Port objects.  If American
       Port notifies New Hampton of any Additional Exceptions,
       New Hampton will be entitled to reasonable adjournments of
       the Closing during which it may attempt to remove the
       Additional Exceptions, provided, however, that New Hampton
       will not be required to bring any action or proceeding, or
       take any steps, or otherwise incur any expense to remove
       any Additional Exception.  If for any reason New Hampton
       is unable or unwilling to remove any Additional Exception
       as of the Closing Date, New Hampton will so notify
       American Port, and American Port will elect to:

        (i) terminate the Agreement by giving notice to the
            Debtors; or

       (ii) perform all of American Port's obligations and accept
            title to the Property subject to the uncured
            Additional Exceptions without any abatement of the
            Purchase Price or liability on the part of the
            Debtors.

   (g) Due Diligence Period

       The Purchase Agreement provides American Port with a
       right, ending on the 60th day after the execution of the
       Purchase Agreement, to conduct engineering and
       environmental studies at the New Hampton Property and
       certain other due diligence.  Within the first 30 days of
       the Due Diligence Period, American Port will notify New
       Hampton of its findings relating to these studies.
       American Port will have the time from the execution of the
       Purchase Agreement through the Outside Date to conduct a
       wetlands delineation of the Property and to obtain
       confirmation of the delineation from the Army Corps of
       Engineers.  If American Port's inspection reveals any
       discrepancy between the condition of the Property as
       disclosed in the Due Diligence Materials and the actual
       condition of the Property, American Port will assume
       responsibility for up to $100,000 in costs to cure the
       discrepancy and will waive the discrepancy as a condition
       to closing.  In the event the cost to cure the discrepancy
       exceeds $100,000 in the aggregate, American Port will
       notify New Hampton in writing by 5:00 p.m. on the 35th day
       of the Due Diligence Period and New Hampton will have the
       right, but not the obligation, to cure this Material
       Discrepancy to the extent that the cost to cure exceeds
       $100,000.  If New Hampton elects to cure the Material
       Discrepancy, it will give American Port a credit against
       the Purchase Price at Closing in the amount of the cost to
       cure the Material Discrepancy, less $100,000.  New Hampton
       will have five business days to respond to the Material
       Discrepancy Notice.  If New Hampton elects not to cure, it
       will terminate the Agreement, in which case American Port
       will be entitled to a return of the Down Payment,
       including the interest, and the parties will have no
       further obligations under the Purchase Agreement.

   (h) Seller's Remedies

       If the sale of the Property to American Port is not
       consummated because of American Port's default or the
       failure of a condition to New Hampton's obligation to
       close or the termination of the Purchase Agreement, and if
       American Port is not otherwise entitled to the return of
       the Down Payment, New Hampton will be entitled to retain
       the Down Payment as New Hampton's liquidated damages and
       as its exclusive remedy for the default or failure.

       American Port's Remedies

       In the event that on the Closing Date, New Hampton will be
       unable to perform its obligations or to satisfy any
       applicable condition, then the parties will jointly
       instruct the Escrowee to promptly return to American Port
       the Down Payment, together with any accrued interest.  The
       Purchase Agreement will then be deemed terminated and New
       Hampton will not have any further liability or obligation
       to American Port nor will American Port have any further
       liability or obligation to New Hampton, except for
       liabilities or obligations as are specifically stated to
       survive the Agreement's termination.  American Port's
       right to a refund of the Down Payment and reimbursement of
       the expenses will be its sole and exclusive remedy in the
       event that New Hampton fails to close the sale of the
       Property after the Approval Date.

The Debtors believe that American Port does not have any interest
with respect to the Purchase Agreement that is materially adverse  
to those of the Debtors, their estates or other creditors, and  
will verify the same with respect to any bidder at the auction.

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)   


SPORTS CLUB: Engages Stonefield Josephson as New Accountant
-----------------------------------------------------------
The Sports Club Company, Inc. (AMEX:SCY) reported that Stonefield
Josephson, Inc. has agreed to act as the Company's independent
registered public accounting firm to audit the Company's financial
statements for the year ended December 31, 2004. The Company did
not consult the new accountant prior to its engagement regarding
the application of accounting principles to a specific completed
or proposed transaction, or the type of audit opinion that might
be rendered on the Company's financial statements.

                       Going Concern Doubt

The Sports Club has experienced recurring net losses of
$40.7 million, $22.7 million and $18.4 million during the years
ended December 31, 2001, 2002 and 2003, respectively.  The Company
has also experienced net cash flows used in operating activities
of $6.0 million, $4.4 million and $3.5 million during the years
ended December 31, 2001, 2002 and 2003, respectively.  

Additionally, the Company may incur a significant loss and net
cash flows used in operating activities during the year ending
December 31, 2004.  The Company has had to raise funds through the
offering of equity securities in order to make the interest
payments due on its Senior Secured Notes.  The historical and
estimated future results of operations and cash flows raise doubt
about the Company's ability to continue as a going concern.

                        Club Memberships

The Company's continued existence is primarily dependent upon its
ability to increase membership levels at its six most recently
opened Clubs. Five Clubs were opened during 2000 and 2001 and The
Sports Club/LA-Beverly Hills was opened in October 2003.  Recently
opened Clubs that have not yet achieved mature membership levels
have operated at a loss or only a slight profit as a result of
fixed expenses that, together with variable operating expenses,
approximate or exceed current revenues. Increasing membership
levels at these six most recently opened Clubs is the key to
producing operating profits and positive cash flows from operating
activities.  The Company is constantly generating programs to
market the Clubs to potential new members as well as striving to
reduce its membership attrition rates. The Company has also
pursued aggressive cost cutting programs that have reduced general
and administrative expenses  (including employment costs) from
$8.5 million during the year ended December 31, 2001 to
$7.8 million during the year ended December 31, 2003.  Direct and
selling expenses have also dropped as a percentage of revenues
during the last three years.

If the Company is unable to increase membership levels or reduce
costs to the point where cash flows from operating activities are
sufficient to make the September 15, 2004 or future interest
payments, the Company would be required to sell assets or issue
additional equity or debt securities.  There can be no assurance
that the Company will be able to sell assets or additional equity
or debt securities to generate the funds with which to make such
payments, or that any such sales would be on terms and conditions
reasonable to the Company.  

Revenues

The Sports Club's revenues for the three months ended June 30,
2004, were $37.7 million, compared to $32.6 million for the same
period in 2003, an increase of $5.1 million, or 15.6%.  Revenue
increased by $2.0 million as a result of the opening of The Sports
Club/LA-Beverly Hills on October 7, 2003.  Revenue increased by
another $2.3 million at the five new Clubs opened in 2001 and 2002
primarily as a result of a 7.9% increase in membership at these
Clubs and to annual rate increases for monthly dues and other
ancillary services.  Revenue increased by $798,000 as a result of
increased cost reimbursements due the Company primarily from its
management of The Sports Club/LA-Miami, a non-owned Club in
Florida.  Revenue decreased by $35,000 at the Company's SportsMed
subsidiary primarily due to decreased patient visits, revenue
increased by $70,000 primarily due to increased management fees
earned from the Company's management of The Sports Club/LA-Miami
and revenue decreased by $9,000 at its three mature Clubs.

Expenses

Company direct expenses increased by $3.5 million (13.2%) to
$29.8 million for the three months ended June 30, 2004, versus
$26.3 million for the same period in 2003. Direct expenses
increased by $2.1 million as a result of the opening of The Sports
Club/LA-Beverly Hills on October 7, 2003. Direct expenses
increased by $846,000 at the five Clubs opened in 2000 and 2001
primarily as a result of an increase in variable direct expenses  
associated with the 7.9% revenue growth that occurred at these
five Clubs  between June 30, 2003 and June 30, 2004.  Direct
expenses increased by $511,000 at the Company's three mature Clubs  
and its SportsMed subsidiary primarily due to increased payroll
costs. Direct expenses as a percent of revenue for the three
months ended June 30, 2004, decreased to 79.1% from 80.8% for the
same period in 2003. As membership levels and therefore revenues
increase at the six new Sports  Club/LA Clubs, the direct expense
percentage should decrease. There is no assurance, however, that
such membership or revenue growth will occur.

Reimbursed costs were $1.2 million for the three months ended June
30, 2004, versus $448,000 for the same period in 2003, an increase
of  $798,000. These costs primarily relate to The Sports Club/LA-
Miami, which is a non-owned Club that The Sports Club manages for
its owner.  The Sports Club receives a management fee for managing
the Club and is  reimbursed for all costs advanced on the owner's
behalf. Management fees and reimbursed costs are recorded as
revenue and the reimbursed costs are also recorded as expenses in
the Company's consolidated financial  statements. The effect of
reimbursed costs on its loss from operations is therefore zero,
since reimbursed costs are both reported as revenue and as
operating costs in the consolidated financial statements.  The
reimbursed costs of $448,000 for the three months ended June 30,
2003, represent pre-opening expenses incurred by The Sports Club
on the owner's behalf.  The  reimbursed costs of $1.2 million, for
the three months ended June 30, 2004, represent operating costs of
the Club, which opened in November 2003.  The increase of $798,000
compared to the same period in 2003 is due to the Club becoming
fully operational.

General and administrative expenses were $2.2 million for the
three months ended June 30, 2004, versus $2.0 million for the same
period in 2003, an increase of $210,000.  Payroll and payroll
related expenses for the three months ended June 30, 2004
increased by $40,000, primarily due to normal  annual compensation
increases.  Accounting and legal fees increased by  approximately
$50,000 primarily due to the new audit and accounting  
requirements mandated by the Sarbanes-Oxley legislation.  In the
second quarter of 2004, the Company retained an investment bank to
assist it in evaluating alternatives to restructure the Company's
debt levels and paid them $120,000 for their services during the
quarter. General and administrative expenses decreased as a
percentage of revenue to 5.8% for the three months ended June 30,
2004, from 6.1% for the same period in 2003.  Management believes
that general and administrative expenses  should continue to
decrease as a percentage of future revenues as The Sports Club
expands and achieves economies of scale. There is no assurance,
however, that said expansion or economies of scale will be
achieved.

The Company's selling expenses were $1.3 million for the three
months ended June 30, 2004, versus $1.2 million for the same
period in 2003, an increase of $34,000, or 2.8%.  Selling expenses
increased by $139,000 as a result of the opening of The Sports
Club/LA-Beverly Hills on October 7, 2003 and decreased by $105,000
at the Company's other Clubs primarily due to the timing of
promotions, media and direct mail programs.  Selling expenses as a
percentage of revenue decreased to 3.4% for the three months ended
June 30, 2004, from 3.8% for the same period in 2003.

Depreciation and amortization expenses were $3.2 million for the
three months ended June 30, 2004, versus $3.0 million for the same
period in 2003, an increase of $199,000, or 6.7%.  Depreciation
and amortization  expenses increased by $151,000 as a result of
the opening of The Sports  Club/LA-Beverly Hills on October 7,
2003, and by $48,000 due principally to capital additions made at
other Clubs during 2003 and 2004.

Pre-opening expenses of $636,000 for the three months ended
June 30, 2003 consisted of expenses related to The Sports Club/LA-
Beverly Hills, which opened on October 7, 2003.

Net interest expense increased by $417,000 (12.8%) to $3.7 million
for the three months ended June 30, 2004, versus $3.3 million for
the same period in 2003.  Net interest expense increased by
$312,000 as a result of  interest incurred on a new $20.0 million
five-year mortgage loan, which funded on June 12, 2003. Net
interest expense increased by $150,000 due to the termination of
the capitalization of interest on construction costs  for The
Sports Club/LA-Beverly Hills, which opened on October 7, 2003.  
Net interest expense increased by $46,000 primarily due to loan
guarantee  fees incurred on the new $20.0 million mortgage loan
and decreased by  $91,000 primarily due to a reduction of
equipment financing loans, and the payoff of the former credit
line with the Company's bank.

Minority Interests

The Sports Club minority interests increased by $442,000 to
$479,000 for the three months ended June 30, 2004, versus $37,000
for the same period in 2003. Minority interests increased by
$442,000, as a result of the accrual of a minority interest at the
Company's Reebok Sports Club/NY.  The quarter ended June 30, 2004,
was the first quarter the Company recorded a minority interest in
the profits of the Reebok partnership.

Tax Provisions

The tax provisions recorded for the three months ended June 30,
2004 and 2003 are comprised of New York City and New York State
income taxes incurred on pre-tax earnings at Reebok Sports
Club/NY.  The Sports Club did not record any federal or state
deferred tax benefit related to its consolidated pre-tax losses
incurred for the three months ended June 30, 2004 and 2003.

After the tax provisions and dividends on preferred stock of
$495,000 in 2004 and $350,000 in 2003, the Company's consolidated
net loss attributable to common shareholders was $4.8 million, or
$0.26 per basic and diluted share for the three months ended June
30, 2004, versus a loss of $4.8 million, or $0.26 per basic and
diluted share for the three months ended June 30, 2003.

          Comparison of Six Months Ended June 30, 2004
                to Six Months Ended June 30, 2003
  
Revenues for the six months ended June 30, 2004, were $74.9
million, compared to $65.3 million for the same period in 2003, an
increase of $9.6 million, or 14.7%.  Revenue increased by $3.7
million as a result of the opening of The Sports Club/LA-Beverly
Hills on October 7, 2003.  Revenue increased by another $4.0
million at the five new Clubs opened in 2001 and 2002 primarily as
a result of an 7.9% increase in membership at these Clubs and to
annual rate increases for monthly dues and other ancillary
services.  Revenue increased by $1.8 million as a result of
increased cost reimbursements due the Company from its management
of The Sports Club/LA-Miami, a non-owned Club in Florida.  Revenue
increased by $59,000 at the SportsMed subsidiary primarily due to
increased patient visits and revenue increased by $150,000 due to
increased management fees earned primarily from management of The
Sports Club/LA-Miami.  Revenue decreased by $63,000 at The Sports
Club's three mature Clubs.

Direct expenses increased by $7.2 million (13.6%) to $59.9 million
for the six months ended June 30, 2004, versus $52.7 million for
the same period in 2003.  Direct expenses increased by $4.0
million as a result of the opening of The Sports Club/LA-Beverly
Hills on October 7, 2003. Direct expenses increased by $2.2
million at the five Clubs opened in 2000 and 2001 primarily as a
result of an increase in variable direct expenses associated with
the 7.9% revenue growth that occurred at these five Clubs between
June 30, 2003 and June 30, 2004.  Direct expenses increased by
$1.0 million at the three mature Clubs and at the SportsMed
subsidiary primarily due to increased payroll costs.  Direct
expenses as a percent of revenue for the six months ended June 30,
2004, decreased to 79.9% from 80.7% for the same period in 2003.
As membership levels, and therefore revenues increase at the six
new Sports Club/LA Clubs, the direct expense percentage should
decrease.  There is no assurance, however, that such membership or
revenue growth will occur.

Reimbursed costs were $2.5 million for the six months ended
June 30, 2004, versus $705,000 for the same period in 2003, an
increase of $1.8 million.  These costs relate to The Sports
Club/LA-Miami, the non-owned Club that the Company manages for its
owner.  The Company receives a management fee for managing the
Club and is reimbursed for all costs advanced on the owner's
behalf.  As stated above, management fees and reimbursed costs are
recorded as revenue and the reimbursed costs are also recorded as
expenses in the Company's consolidated financial statements.  The
effect of reimbursed costs on loss from operations is therefore
zero, since reimbursed costs are both reported as revenue and as
operating costs in the Company's consolidated financial
statements. The reimbursed costs of $705,000, for the six months
ended June 30, 2003, represent pre-opening expenses incurred by
The Sports Club on the owner's behalf. The reimbursed costs of
$2.5 million, for the six months ended June 30, 2004, represent
operating costs of the Club, which opened on October 7, 2003. The
increase of $1.8 million compared to the same period in 2003 is
due to the Club becoming fully operational.

General and administrative expenses were $4.3 million for the six
months ended June 30, 2004, versus $4.0 million for the same
period in 2003, an increase of $283,000.  Payroll and payroll-
related expenses for the six months ended June 30, 2004 increased
by $112,000, primarily due to normal annual compensation
increases.  Accounting and legal fees increased by approximately
$87,000 primarily due to the new audit and accounting requirements
mandated by the Sarbanes-Oxley legislation.  In the second quarter
of 2004, the Company retained an investment  bank to assist in
evaluating alternatives to restructure of debt levels and paid
them $120,000 for their services during the first six months of
2004.  There were other minor increases and decreases in other
general and administrative expenses accounting for a net decrease
of $36,000.  General and administrative expenses decreased as a
percentage of revenue to 5.7% for the six months ended June 30,
2004, from 6.1% for the same period in 2003. Management believes
that general and administrative expenses should continue to
decrease as a percentage of future revenues as the Company expands
and achieves economies of scale.  There is no assurance, however,
that said expansion or economies of scale will be achieved.

Selling expenses were $2.8 million for the six months ended
June 30, 2004, versus $2.6 million for the same period in 2003, an
increase of $198,000 or 7.6%.  Selling expenses increased by
$316,000 as a result of the opening of The Sports Club/LA-Beverly
Hills on October 7, 2003 and decreased by $118,000 at the other
Clubs primarily due to the timing of media advertising.  Selling
expenses as a percentage of revenue decreased to 3.7% for the six
months ended June 30, 2004, from 4.0% for the same period in 2003.

Depreciation and amortization expenses were $6.3 million for the
six months ended June 30, 2004, versus $5.9 million for the same
period in 2003, an increase of $411,000, or 6.9%.  Depreciation
and amortization expenses increased by $316,000 as a result of the
opening of The Sports Club/LA-Beverly Hills on October 7, 2003 and
by $95,000 primarily due to capital additions made at the
Company's other Clubs during 2003 and 2004.

Pre-opening expenses of $46,000 and $776,000 for the six months
ended June 30, 2004 and six months ended June 30, 2003,
respectively, consisted of expenses related to The Sports Club/LA-
Beverly Hills, which opened on October 7, 2003.

The Company recorded a non-recurring charge of $1.1 million during
the six months ended June 30, 2004. This charge is comprised of
various costs, primarily legal fees and investment banking fees,
related to a "Going Private/Equity Investment" transaction that
was initiated in April 2003 and abandoned in February 2004.

Net interest expense increased by $825,000 (12.6%) to $7.4 million
for the six months ended June 30, 2004, versus $6.5 million for
the same period in 2003.  Net interest expense increased by
$714,000 as a result of interest incurred on a new $20.0 million
five-year mortgage loan, which funded on June 12, 2003. Net
interest expense increased by $150,000 due to the termination of
the capitalization of interest on the construction costs for The
Sports Club/LA-Beverly Hills, which opened on October 7, 2003.  
Net interest expense increased by $112,000 primarily due to loan
guarantee fees incurred on the new $20.0 million mortgage loan and
decreased by $151,000 due principally to a reduction of equipment
financing loans, and the payoff of the former credit line with the
Company's bank.

The Sports Club's minority interests increased by $442,000 to
$517,000 for the six months ended June 30, 2004, versus $75,000
for the same period in 2003.  Minority interests increased by
$442,000, as a result of the accrual of a minority interest at the
Company's Reebok Sports Club/NY.  The quarter ended June 30, 2004,
was the first quarter that the Company recorded a minority
interest in the profits of the Reebok partnership.

The tax provisions recorded for the six months ended June 30, 2004
and 2003 are comprised of New York City and New York State income
taxes incurred on pre-tax earnings at Reebok Sports Club/NY.  The
Company did not record any federal or state deferred tax benefit
related to its consolidated pre-tax losses incurred for the six
months ended June 30, 2004 and 2003.

After the tax provisions and dividends on preferred stock of
$876,000 in 2004 and $698,000 in 2003, consolidated net loss
attributable to common shareholders was $11.1 million, or $0.60
per basic and diluted share for the six months ended June 30,
2004, versus a loss of $9.1 million, or $0.50 per basic and
diluted share for the six months ended June 30, 2003.

              Liquidity and Capital Resources

Historically, The Sports Club has satisfied its liquidity needs
through various debt arrangements, sales of common or Preferred
Stock and cash flows from operations. Its primary liquidity needs
the past several years has been the development of new Clubs and
the interest cost associated with its $100.0 million Senior
Secured Notes.

In order to make the March 15, 2004 interest payment on the Senior
Secured Notes, the Company issued $6.5 million of a newly-created
class of Series D Convertible Preferred Stock.  The Company is not
certain that amounts it will generate from operations through
September 15, 2004 will be sufficient for it to make the Senior
Secured Note interest payment due on September 15, 2004. If cash
flows from operations are insufficient to make the September 15,
2004 or future interest payments, the Company would be required to
dispose of assets or sell additional equity or debt securities to
generate cash to make such payments.  There can be no assurance
that the Company will be able to sell assets or issue additional
equity or debt securities, or that any such sales or issuances
will be on reasonable terms.  If unable to complete such sales or
issuances prior to the date such interest payments are due, the
Company's ability to continue to operate its business would be
materially adversely affected.

The Sports Club is currently exploring financing alternatives with  
holders of its Series D Convertible Preferred and believes that
the Company will be able to finalize a transaction that will allow
it to meet its September 15 interest payment obligation with
respect to the Senior Secured Notes; however, no assurance can be
given that such financing will be completed in a timely fashion.

In addition, the Company has engaged an independent investment
banker to assist it in selling certain assets or Clubs in order to
generate cash for working capital purposes and to retire a portion
of the Senior Secured Notes.  While optimistic that such sales
will be completed, no assurance can be given that such
transactions will be consummated.

Additional funds will be required to provide working capital and
to service interest payments on the Senior Secured Notes. In
addition, The Sports Club will not consider future acquisitions or
the development or management of new Clubs unless such
transactions could be structured in a way that would not require
the expenditure of capital; could be done in partnership with
other development partners or other third parties; could be
expected to generate cash flow; or would further enhance The
Sports Club/LA brand name in the market place.

                     Operating Activities

The Company's cash balance on June 30, 2004 was $3.7 million.  
During the first six months of 2004, its earnings before interest,
taxes, depreciation and amortization were $3.8 million.  
Management believes the Company will continue to generate positive
EBITDA and that such amount will increase as its new Clubs
continue to mature.

The Sports Club has various deposits that secure its performance
under several contracts.  Management expects to receive back $1.0
million of such deposits in the third quarter of 2004 and $2.7
million in the fourth quarter of 2004.

The Sports Club Company, based in Los Angeles, owns and operates
luxury sports and fitness complexes nationwide under the brand
name "The Sports Club/LA."


ST. ANTHONY'S: S&P Lowers Ratings on $11.4 Million Bonds to BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Alton,
Illinois' $11.4 million outstanding revenue bonds series 1996,
issued for St. Anthony's Health Center, to 'BB+' from 'BBB-'.

The rating action reflects the health center's:

   -- weak operating performance, evidenced by a loss for the
      2004 six-month interim period,

   -- generating thin debt service coverage;

   -- slim and declining liquidity;

   -- ongoing equity transfers to affiliated entities,
      specifically to a local physician group; and

   -- weak service area economy.

Factors precluding a lower rating at this time include:

   -- better reimbursement from managed care payers;

   -- formulation of a turnaround plan; and

   -- increased admissions in 2003, although they have been soft
      during the 2004 six-month interim period due to the loss
      of several physicians.

The outlook is stable based on the expectation that management's
turnaround plan will address the health center's challenges:

   -- continued weak operations,
   -- diminished liquidity,
   -- ongoing transfers to the health system, and
   -- age of the health center

"Should operations and liquidity continue to decline during the
next one to two years, a further lowering of the rating will be
likely," said Standard & Poor's credit analyst Charlene
Butterfield.

The bonds are secured by a pledge of gross receipts of St.
Anthony's Health Center.

Because audited systemwide financial results are unavailable, the
rating and this report refer only to the hospital's results;
dilution of income outside the hospital, however, is factored into
the rating.

St. Anthony's Health Center operates two facilities, with 243 beds
in Alton, Illinois.


STELCO INC: Plans to Terminate Bargaining Pact Amidst Strike Plans
------------------------------------------------------------------
Stelco Inc. (TSX:STE) commented on USWA Local 8782's issuance of
90 days notice of a potential strike at the Company's Lake Erie
facility.  The notice is required under the June 23rd Agreement
between Stelco and its USWA Locals.  The Agreement establishes a
framework governing discussions on collective bargaining,
restructuring and other matters during the Company's Court-
supervised restructuring process.

Courtney Pratt, Stelco President and Chief Executive Officer,
said, "We are extremely disappointed that the Local would take
this step only two days after it agreed to extend the Agreement
till November 26, 2004.  Having a clear 90-day window to any
strike action is important to our customers.

"We will take all steps necessary to preserve the interests of our
valued customers in light of this damaging action.  We are
contacting and working with them to provide as much stability,
certainty and information as possible during this period.

"We are also reviewing all of the options available to us given
[the] events.  With the key section of the June 23rd Agreement now
gone, we have concluded that we have no choice but to provide the
Locals with the required seven days notice of our decision to
terminate the Agreement.  

"I'm surprised that the Local would take this step at this time.  
The Company has spent months working to initiate and to advance
the dialogue on issues that affect the future of the Company and
all of its stakeholders, including our unionized personnel.  We
have recently made what I thought was progress in our discussions
with the USWA.  We have addressed a number of irritants to the
union Locals through what has been constructive cooperation during
recent weeks.

"The Company has worked hard to advance this process in the face
of continuing legal challenges and delays. But today's action by
the Local throws an obstacle in the way of meaningful progress
towards our goal of preserving jobs, providing certainty to our
pensioners and ensuring Stelco's viability in all market
conditions.  It raises unnecessary concerns among our customers,
concerns that can only be to the detriment of all stakeholders.

"As I've said repeatedly, Stelco can achieve a positive outcome to
its restructuring process if all parties work together and want it
to happen.  I hope the Local will keep in mind the legitimate
interests of all stakeholders in the coming weeks."

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


SUCCESS FACTORY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Success Factory, Inc.
        5201 Highway 90 West
        Mobile, Alabama 36619-4201

Bankruptcy Case No.: 04-15705

Type of Business: The Debtor is a manufactured housing retailer
                  and developer serving the Mobile, Alabama,
                  market since 1999.
                  See http://www.affordablehousingservices.com/

Chapter 11 Petition Date: October 1, 2004

Court: Southern District of Alabama (Mobile)

Debtor's Counsel: Michael B. Smith, Esq.
                  Michael B. Smith, P.C.
                  P.O. Box 40127
                  Mobile, AL 36640
                  Tel: 251-441-8077

Total Assets: $611,503

Total Debts:  $2,061,563

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
AmSouth Bank                             $1,000,000
P.O. Box 11407
Birmingham, AL 35246

Textron Financial                          $280,000
4550 North Point Parkway #400
Alpharetta, GA 30022

Paul & Georgia Schulz                      $278,000
2854 Briarfield Lane
Mobile, AL 36693

AmSouth Bank Of Alabama                     $60,000

AmSouth Bank                                $50,300

Wells Fargo Bank                            $41,000

Alabama Department Of Revenue               $36,000

Rock Financial, Inc.                        $21,500

Advanta Bank                                $21,000

U.S. Bancorp Card Services, Inc.            $20,500

Mobile County Department Of Revenue         $18,000

Chase Bankcard Services, Inc.               $12,000

American Express                            $12,000

American Express                            $12,000

MBNA America                                $11,000

Ford Motor Credit Company                    $8,000

Stylecrest                                   $6,800

Mobile Register                              $3,700

Blevins, Inc.                                $1,140

WBLX/ Cumulus Broadcasting                     $742


TECH LABORATORIES: Strained Liquidity Triggers Going Concern Doubt
------------------------------------------------------------------
As a result of operating losses and negative cash flows
experienced during 2001, 2002 and 2003, Tech Laboratories, Inc.,
has a tenuous liquidity position. If sales do not improve or
alternate financing is not obtained, substantial doubt exists
about Tech Labs' ability to continue as a going concern.  The
Company has signed a stand-by equity distribution agreement with
Cornell Capital Partners in May 2004, which could potentially
provide approximately $8.5 million of future equity financing. The
Company filed an SB-2 registration Statement in August 2004
registering the shares included in this agreement.

During the first half of 2004, the Company is still suffering from
the economic downturn.  The Company's operating activities
utilized cash of $32,587 during the six months ended June 30,
2004, as compared to generating cash of $4,770 during the six
months ended June 30, 2003.

                  About Tech Laboratories, Inc.

Tech Laboratories, Inc. manufactures, markets and sells a product
creating a new paradigm of automating and securing high-tech
networks at the physical layer. The Company's primary product,
DynaTraX(TM), a patented (US6414953B1) high-speed digital matrix
cross-connect switch with a revolutionary new technology, can
significantly reduce network downtime and achieve substantial
cost-savings in data and telecommunications networking
environments. DynaTraX(TM) has the ability to create a critical
and meaningful solution to stop hackers from intruding into
networks, thereby thwarting cyber-terrorists. DynaTraX(TM)
electronically disconnects a hacker, detected by Intrusion
Detection Software, and reconnects him to a simulated network
within 60-90 nanoseconds that allows you to hold and trace him.

At June 30, 2004, Tech Laboratories' balance sheet showed a
$156,050 stockholders' deficit, compared to a $606,891 deficit at
June 30, 2003.


TRESTLE HOLDINGS: Losses & Deficits Prompt Going Concern Doubt
--------------------------------------------------------------
Trestle Holdings, Inc., has suffered recurring losses from
operations since its inception and had an accumulated deficit of
approximately $42,027,000 at June 30, 2004.

The recovery of the Company's assets is dependent upon continued
operations of the Company. Trestle's recovery is dependent upon
future events, the outcome of which is undetermined. The Company
intends to continue to attempt to raise additional capital, but
there can be no certainty that such efforts will be successful.

                       Going Concern Doubt

Primarily as a result of its recurring losses and lack of
liquidity, the Company has received a report from its independent
auditors that includes an explanatory paragraph describing the
uncertainty as to Trestle Holdings' ability to continue as a going
concern. To continue operations, or if its current level of
operations change, the Company will be required to secure
additional working capital, by way of equity or debt financing, or
otherwise, to sustain continuing operations. There can be no
assurance that the Company will be able to secure sufficient
financing or on terms acceptable to the Company. If unable to
obtain adequate funds if and when needed, Trestle would be
required to delay, limit or eliminate some or all of its proposed
operations. If additional funds are raised through the issuance of
equity securities, the percentage ownership of its current
stockholders is likely to, or will, be reduced.

Trestle Holdings, Inc., through its wholly owned subsidiary,
Trestle Acquisition Corp., develops and sells digital imaging and
telemedicine applications linking dispersed users and data
primarily in the healthcare and pharmaceutical markets.  Trestle's
digital imaging products - MedMicro and MedScan - provide a
digital platform to share, store, and analyze tissue images.
Trestle's MedReach product provides healthcare organizations with
a cost effective platform for remote examination, diagnosis, and
treatment of patients.


TXU CORP: Releases Independent Environmental Study
--------------------------------------------------
TXU Corp. (NYSE: TXU) released an independent study titled, "TXU
Activities Regarding Actual and Potential U.S. Air Emissions and
Climate Change Policies." The study was developed as part of an
agreement with TXU shareholders, including Sister Susan Mika of
the Benedictine Sisters and others, regarding TXU's environmental
activities. TXU has worked cooperatively with the Benedictine
Sisters on environmental reporting issues since the 1980s.

The independent study, by NERA Economic Consulting in
collaboration with Marc Goldsmith & Associates, evaluated TXU's
processes for following and evaluating air emissions and climate
policies and reviewed the company's actions regarding previous
major air emissions policies and compliance. Additionally, the
study considered the financial consequences and related risks to
TXU of prospective air emissions and climate change policies,
including an assessment of the financial effects of reducing
emissions now in anticipation of future requirements.

The study concluded that TXU has the appropriate processes and
procedures in place and uses appropriate economic methodologies to
evaluate financial consequences of environmental regulatory policy
changes and scenarios. NERA's analysis also concluded that absent
certain specific circumstances, TXU's shareholders would not
benefit if the company devoted major financial resources now to
reduce its carbon dioxide emissions in advance of uncertain future
emission regulations. Notably, the study concludes that TXU's
efforts have consistently resulted in compliance with air
emissions limits.

"It is important to note that because of the competitive nature of
the electricity market in which TXU participates in Texas, the
results of this study are not necessarily transferable to other
companies, other markets, or to the electricity sector as a
whole," said Mike McCall, TXU Power Senior Vice President for
Environmental, Fuels and Safety. "Participation in the development
of this study as well as the discussions with our shareholder
groups helps us better understand and prepare to meet future
potential regulatory changes."

The study is available to TXU shareholders and the public on TXU
Corp.'s website in the Environment section at
http://www.txucorp.com/envcom/default.asp/ This report is in  
addition to TXU's annual Environmental Review, which is also
available online.

                        About the Company

TXU Corp., a Dallas-based energy company, manages a portfolio of
competitive and regulated energy businesses in North America,
primarily in Texas. In TXU Corp.'s unregulated business, TXU
Energy Retail provides electricity and related services to more
than 2.6 million competitive electricity customers in Texas, more
customers than any other retail electric provider in the state.
TXU Power owns and operates over 18,300 megawatts of generation in
Texas, including 2,300 MW of nuclear-fired and 5,837 MW of
lignite/coal-fired generation capacity. The company is also the
largest purchaser of wind-generated electricity in Texas and among
the top five purchasers in North America. TXU Corp.'s regulated
electric distribution and transmission business, TXU Electric
Delivery Company, complements the competitive operations, using
asset management skills developed over more than one hundred
years, to provide reliable electricity delivery to consumers. TXU
Electric Delivery operates the largest distribution and
transmission system in Texas, providing power to 2.9 million
electric delivery points over more than 98,000 miles of
distribution and 14,000 miles of transmission lines. Visit
http://www.txucorp.com/for more information about TXU Corp.

                          *     *     *

As reported in the Troubled Company Reporter on May 11, 2004, TXU
Corp. announced it has reached an agreement, which resulted in the
dismissal of a lawsuit brought against TXU by owners of
approximately 39 percent of certain TXU equity-linked debt
securities issued in October 2001. Under the terms of the
agreement, TXU will repurchase all of the approximately
8.1 million equity-linked debt securities (NYSE:TXU PrC)
(approximately $400 million stated amount), held by the plaintiffs
for an aggregate price of $47.75 per unit.

The lawsuit was filed on October 9, 2003 in New York. In the
litigation, the plaintiffs alleged that a termination event had
occurred and that the plaintiffs are not required to buy common
stock under the common stock purchase contracts, which apply to
the securities. The lawsuit also alleged that an event of default
had occurred under the terms of the related notes. The common
stock purchase contracts require the holders to buy TXU common
stock on specified dates in 2004 and 2005. The lawsuit, which is
currently on appeal after the trial court granted TXU's motion to
dismiss, will be dismissed by agreement of the parties.


TXU GAS: Atmos Energy Pays $1.9 Billion Cash in Merger Pact
-----------------------------------------------------------
Atmos Energy Corporation (NYSE:ATO) has completed its acquisition
of the natural gas distribution and pipeline operations of TXU Gas
Company, making Atmos Energy the country's largest natural-gas-
only utility.

Atmos Energy paid approximately $1.905 billion in cash for the
operations after making certain adjustments pursuant to the merger
agreement. It is financing the transaction with an interim 364-day
revolving credit facility led by Merrill Lynch and plans to
arrange for permanent funding before the end of 2004. Funding will
consist of between $500 million and $600 million in equity,
including the issuance of about $235 million in equity in July
2004, and the remainder in long-term debt of between $1.3 billion
and $1.4 billion. The estimated net proceeds from the sale are
expected to approximate the carrying value of the net assets sold.

The TXU Gas operations are expected to be immediately accretive to
fiscal 2005 earnings, contributing from 5 cents to 10 cents to
Atmos Energy's diluted earnings per share, the company said.

"Atmos Energy now serves 3.1 million natural gas customers -- more
than any other pure natural gas utility in the United States,"
said Robert W. Best, chairman, president and chief executive
officer of Atmos Energy Corporation. "Atmos Energy also now
operates one of the largest intrastate natural gas pipelines,
which should create added value in the future."

The acquired operations serve approximately 1.5 million customers
located in the Dallas-Fort Worth Metroplex and more than 500 other
communities across the northern half of Texas. The operations will
become a separate division of Atmos Energy Corporation and will be
renamed Atmos Energy(R) in coming months.

Prior to the close of the transaction, TXU Gas Company called for
redemption all of the outstanding shares of its Adjustable Rate
Cumulative Preferred Stock, Series F.

The redemption will result in the simultaneous redemption by
Computershare Trust Company, Inc., as Depositary Agent, of all of
the outstanding Depositary Preferred Shares, Series F (NYSE: TGF
PrF), each representing a one-fortieth interest in a share of
Series F Preferred Stock. The Redemption Date is November 5, 2004,
and the Redemption Price is $25.00 per Depositary Share, plus
unpaid accumulated dividends, if any, to the Redemption Date. The
Company irrevocably deposited with JPMorgan Chase Bank an amount
sufficient to pay the Redemption Price.

Dividends in respect of these preferred securities will cease to
accrue on the Redemption Date. Payment of the November 1, 2004
regular quarterly dividend will be made to holders of record on
October 15, 2004 in the usual manner. Payment of the Redemption
Price (excluding the dividend to be paid on November 1, 2004) will
be made beginning on the Redemption Date upon surrender of the
Depositary Shares at either of the following addresses of the
Depositary Agent:

     Preferred Address:                     

     Computershare Trust Company, Inc.      
     350 Indiana Street                        
     Suite 800                                 
     Golden, CO  80401                         
     Attn:  John Harmann                       

     Alternate Address:

     Computershare Trust Company of New York
     Wall Street Plaza
     88 Pine Street, 19th Floor
     New York, NY  10005

In addition, prior to the close of the merger transaction, TXU Gas
irrevocably deposited with the applicable trustees an aggregate of
approximately $450 million for the defeasance of all of its
outstanding debt securities, which are as follows:

   -- 7-1/8% Notes due June 15, 2005 ($150 million);

   -- Remarketed Reset Notes due January 1, 2008 ($125 million);
      and

   -- Floating Rate Capital Securities ($150 million).

The Floating Rate Capital Securities will be redeemed on Oct. 31,
2004, and the Remarketed Reset Notes due January 1, 2008 will be
redeemed on July 1, 2005. The 7-1/8% Notes due 2005 will be repaid
at maturity.

                        About the Company

TXU Gas Company is engaged in the purchase, transmission,
distribution and sale of natural gas in north-central, eastern,
and western regions in Texas, and the company also provides energy
asset management services. TXU Gas is a wholly owned subsidiary of
TXU Corp.

                          *     *     *

As reported in the Troubled Company Reporter on June 21, Fitch
Ratings maintains the Rating Watch Evolving status on the
following ratings for TXU Gas Co.:

   --Senior unsecured debt 'BBB-';
   --Preferred stock 'BB+'.

TXU Corp. (senior unsecured debt rated 'BBB-'; preferred stock
rated 'BB+'; Stable Outlook by Fitch) announced its plans to sell
essentially all of the assets of TXU Gas to Atmos Energy for
$1.925 billion, which is approximately book value. The transaction
requires the review of the Justice Department under the Hart-
Scott-Rodino Act and regulatory approvals in Missouri, Virginia,
and Iowa. The transaction is expected to close by the end of the
year.


U.S. CAN: Delayed Quarterly Report Spurs S&P's B Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating and other ratings of U.S. Can Corporation on CreditWatch
with negative implications following the company's announcement
that it has delayed filing its report for the quarter ended
July 4, 2004, with lenders to its credit agreement and the SEC.

The delay results from an ongoing internal review being conducted
to address accounting and financial reporting issues related to
the operations of U.S. Can's aerosol can manufacturing facility in
Laon, France.

Lombard, Illinois-based U.S. Can had total debt outstanding of
about $556 million at April 4, 2004.

"The CreditWatch placement reflects uncertainties regarding the
quality and adequacy of the company's accounting controls and the
accuracy of financial reporting, and the potential for
deterioration of credit quality following a restatement," said
Standard & Poor's credit analyst Liley Mehta.

The company intends to file its quarterly report on or about
November 5, 2004, and to restate its financial statements for
certain prior periods -- the company is a voluntary filer with the
SEC.  U.S. Can initially announced that it had discovered
accounting inconsistencies at its Laon operations in mid August
and obtained a waiver from lenders to delay filing its second-
quarter report until September 27, 2004; the company has now
requested that the waiver extend through November 5, 2004.  Under
the terms of the waiver, the company has restricted availability
to its new $65 million revolving credit facility -- completed in
June 2004 -- through the waiver period.

While Standard & Poor's expects liquidity to be restored following
the restatements, the revolving credit facility restrictions have
raised additional concerns about near-term liquidity in the
absence of a fast resolution to the accounting issues.  In
addition, the company remains highly leveraged, and the unexpected
earnings revision will result in a further deterioration to the
company's already weak financial profile.

The CreditWatch listing will be resolved after Standard & Poor's
has reviewed the 10-Q for the second quarter of 2004 as well as
restated financial statements of prior years, and has discussed
with management what steps are being taken to strengthen the
company's accounting and management control systems and practices.

With annual revenues of about $837 million, U.S. Can produces
steel aerosol and other general-line metal containers primarily
for personal care, household, automotive, paint, industrial and
specialty packaging products in the U.S., Europe, and Latin
America; plastic containers in the U.S.; and metal food cans in
Europe. International operations account for about a third of the
company's annual sales and include aerosol can and metal food can
sales in Europe.


UAL CORP: Judge Wedoff Strikes Informational Brief from Record
--------------------------------------------------------------
On September 23, 2004, UAL Corp. and its debtor-affiliates filed a
107-page Informational Brief.  The Brief includes a legal "primer"
on pension plans and the basics of the Employee Retirement Income
Security Act and the Pension Benefit Guaranty Corporation.  The
Brief also contains a description of the Debtors' pension plans,
their pension obligations, and a preliminary analysis of the
effects that a termination and replacement of the pension plans
would have on the Debtors' employees and retirees.  It also
includes a legal argument on the Debtors' decision to cease their
minimum funding obligations and a discourse on the nature of the
PBGC's claims in bankruptcy court upon pension plan termination.

Robert S. Clayman, Esq., at Guerrieri, Edmond & Clayman, in  
Washington, D.C., representing the International Association of  
Machinists and Aerospace Workers, AFL-CIO and the Association of  
Flight Attendants, asserts that the Brief is filled with factual  
claims, none of which are supported by sworn affidavits or  
otherwise verified.

Mr. Clayman also questions the veracity of the Brief's contents.   
The Brief's projections on pension benefits and pension funding  
issues are based on the Debtors' preliminary analyses only.   
There is no evidentiary foundation to offer credibility or  
reliability of the speculative and evolving projections.

Mr. Clayman asks the Court to strike the Informational Brief.   
There is no cause for the Court to consider the Brief.  The Brief  
does not request any opinion or ruling from the Court.  The  
filing of the Brief is "wholly improper" and will only prejudice  
the resolution of future pension plan issues.  Mr. Clayman points  
out that motions, not briefs, are the proper vehicle for  
submitting legal argument and factual matters to a court.  The  
Debtors should be ordered to refrain from further Court filings  
that do not conform to Court rules.

If the Debtors are truly interested in seeking alternatives to  
terminating the pension plans, as they profess, they should not  
be speaking out of turn, distracting the Court and forcing the  
Unions to shift their attention to a forum away from the intense,  
ongoing pension discussions.

                 PBGC Supports the IAM's Request

The Pension Benefit Guaranty Corporation joins the Unions in  
labeling the Brief an improper filing that provides "no realistic  
opportunity to respond, and serves no legitimate purpose."

In a letter sent to the Debtors' counsel, James H.M. Sprayregen,  
Esq., at Kirkland & Ellis, PBGC General Counsel, James J.  
Keightley, notes that the length and complexity of the document  
indicates that it was conceived over a long period of time.  The  
Brief "requests no remedy, and expects no response, it is merely  
a visible 'ex parte' contact."  The Brief is little more than a  
press release explaining the Debtors' view of the law and factual  
circumstances surrounding their refusal to pay hundreds of  
millions of dollars in pension liability.

According to Jeffrey B. Cohen, PBGC Deputy General Counsel, the  
Brief is "an abuse of the judicial process," an effort to  
substantiate a one-sided view of the facts and the law.  It  
circumvents the rules of evidence by loading the record with  
"endless pages of hearsay."  The Brief should be stricken and the  
Court should order the Debtors to refrain from filing any further  
pleadings that do not properly seek some form of relief.

                       Debtors Respond

James H.M. Sprayregen, Esq., at Kirkland & Ellis, says that  
bankruptcy courts regularly accept informational briefs to  
provide stakeholders with an opportunity to better comprehend  
major issues.  The Debtors have been filing briefs since the  
first day of these proceedings and have been filing status  
reports that are purely informational, without attempts to strike  
by another party.

Mr. Sprayregen explains that the pension issue has proven complex  
and volatile.  The Brief is intended to provide greater  
understanding of the challenges and alternatives facing the  
Debtors.  The Debtors hope that the Brief will stimulate further  
discussions and cooperation with their stakeholders to resolve  
the pension controversy.

Besides addressing the pension issues, Mr. Sprayregen notes that  
the Brief serves three additional purposes:

   (1) The Brief responds to the request for appointment of a
       trustee filed by the Unions.  The Request primarily
       focuses on the Debtors' decisions to not contribute to
       their pension plans to procure exit financing.  The Brief
       explains how the Debtors reached these decisions and
       provides an overview of viable alternatives;

   (2) The Brief responds to comments the Court made at the
       August 2004 Hearing.  The Court stated that it was
       attempting to become more familiar with ERISA, the
       functioning of the PBGC and alternatives to restructure
       pensions.  The Brief provides a non-technical, common
       sense explanation of those topics and how they apply to
       the Debtors; and

   (3) The Brief provides transparency by illuminating how the
       Debtors are examining its pension issues.  The Unions, who
       have been yelling about a lack of transparency on the
       pension issue, now seek to prevent the Debtors from
       sharing relevant information.  The Debtors are merely
       trying to ensure that as many parties as possible are
       fully informed.

                          *     *     *

Judge Wedoff sides with the Unions and the PBGC by striking the  
Brief from the record.  The Brief is removed from the docket and  
the Debtors are ordered to not make any further filings which do  
not conform to Court rules.

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)   


UNITED SUBCONTRACTORS: S&P Assigns B+ Facility & Loan Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Salt Lake City, Utah-based installation services
company United Subcontractors Inc.

At the same time, Standard & Poor's assigned its 'B+' secured debt
ratings and '4' recovery ratings to the company's $30 million
revolving credit facility and $155 million first-lien term loan.
These ratings indicate the likelihood that the first-lien lenders
would recover a marginal portion (25% to 50%) of principal in a
default scenario.

A 'B-' secured debt rating and '5' recovery rating were assigned
to the company's $26 million second lien term loan, indicating
Standard & Poor's expectation that the second-lien lenders'
recovery of principal in a default would be marginal (0% to 25%).

The term loan proceeds, together with $70.3 million of preferred
equity, $1.5 million of common equity, and $33.6 million of
privately placed senior subordinated notes will be used to finance
the $275 million acquisition of United Subcontractors by private
equity firm Wind Point Partners, certain management, and other
investors.  A $0.7 million existing seller note is included in the
purchase price, and about 20% of total equity is being rolled over
by existing management.  The purchase price and related fees
represent 5.47x last-12-months' EBITDA of $52.4 million.

"The ratings reflect the company's modest revenue base and narrow
product focus within cyclical end markets, as well as its very
aggressive debt leverage," said Standard & Poor's credit analyst
Cynthia Werneth.

"Nevertheless, these risks are tempered by fairly favorable
prospects for residential construction and insulation demand, and
favorable competitive dynamics within this segment," Ms. Werneth
adds.

United Subcontractors was formed in 1998 through the merger of 16
leading regional insulation installers and has grown via numerous
small acquisitions since then.  Many of the principals of the
16 original firms are current owners and regional managers.  The
company's primary line of business is the installation of
insulation in new homes, which accounts for about 75% of
last-12-months' revenues of $280 million.


US AIRWAYS: Mesa Air Group Sr. Management Reduce Salaries by 23%
----------------------------------------------------------------
Mesa Air Group, Inc.'s (Nasdaq: MESA) senior management will
reduce their salaries by 23%, adjusted proportionately for its US
Airways code share revenues and credit such savings to US Airways
in support of its restructuring efforts. In addition, Mesa will
ask its US Airways Express employees, on a voluntary basis, to
agree to a deferral of up to 23% of their salaries. All deferrals
will be credited to US Airways and repaid upon US Airways
emergence from bankruptcy. In addition, at such time any employee
who elects to participate will also receive a bonus equal to 20%
of their deferral.

"We strongly support the efforts being made by US Airways to
return to long-term profitability," said Jonathan Ornstein, Mesa
Air Group's Chairman and Chief Executive Officer. "In addition, we
very much appreciate the sacrifices being made by all US Airways'
employees to help their company and we intend to stand shoulder to
shoulder with them during this difficult period."

                      About Mesa Air Group

Mesa Air Group, Inc., with projected 2005 revenues in excess of $1
billion, currently operates 180 aircraft with over 1,000 daily
system departures to 181 cities, 41 states, the District of
Columbia, Canada, Mexico and the Bahamas. It operates in the West
and Midwest as America West Express; the Midwest and East as US
Airways Express; in West and Midwest as United Express; in Kansas
City with Midwest Airlines and in New Mexico and Texas as Mesa
Airlines. The Company, which was founded in New Mexico in 1980,
has approximately 4,400 employees. Mesa is a member of Regional
Aviation Partners and the Regional Aviation Association.

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


VANTAGEMED CORP: Partners with DrFirst in Distribution Agreement
----------------------------------------------------------------
VantageMed Corporation (OTC Bulletin Board: VMDC.OB) and DrFirst,
Inc., announced a distribution agreement under which VantageMed
will integrate DrFirst's RCOPIA(SM) electronic prescribing
management solution with VantageMed's RidgeMark(R) practice
management software solution. The HL7-based integration will
enable the two systems to work together to bring the power and
benefits of handheld charge capture and electronic prescribing to
RidgeMark users.

"By combining RCOPIA's electronic prescribing and charge capture
capabilities with RidgeMark, one of the industry's leading
practice management systems, providers will now be able to
electronically write and transmit prescriptions from their office
or on the road, leveraging RCOPIA's mobile capabilities and its
interfaces with the pharmacy benefit management companies on one
end and the pharmacies on the other," said John Bartos, Jr.,
President of DrFirst.

According to Richard M. Brooks, Chief Executive Officer for
VantageMed, "This represents a great partnership for our company
and our customers. Our HL7-based interfaces allow us to integrate
with best in class clinical systems such as DrFirst's RCOPIA. By
integrating these two highly successful and widely used programs,
we feel that we are giving RidgeMark users access to the ideal end
to end solution for mobile electronic prescribing and charge
capture."

                          About DrFirst

Utilizing the latest advancements in Internet, security, wireless,
web and Personal Digital Assistant (PDA) technology, DrFirst
provides a suite of integrated, affordable, intuitive and easily
implemented products and services for the healthcare community.
DrFirst's products include electronic prescribing, charge capture
and secure messaging. These comprehensive solutions solve critical
communication, business productivity and clinical needs of
physicians, clinics, and health systems. More information about
DrFirst can be found at http://www.drfirst.com/

                         About VantageMed

VantageMed is a provider of healthcare information systems and
services distributed to over 12,000 customer sites nationwide. Its
suite of software products and services automates administrative,
financial, clinical and management functions for physicians and
other healthcare providers as well as provider organizations. For
more information about RidgeMark, please call 877-879-8633, or
visit http://www.vantagemed.com/

At June 30, 2004, VantageMed Corporation's balance sheet showed a
$1,180,000 stockholders' deficit, compared to a $483,000 deficit
at December 31, 2003.


VITROTECH CORP: Amends Hi-Tech's Mineral Purchase & Royalty Pacts
-----------------------------------------------------------------
VitroTech Corporation (OTC Bulletin Board: VROT) has entered into
a letter agreement with each of Hi-Tech Environmental Products
LLC, Enviro Investment Group, LLC, Red Rock Canyon, LLC and Valley
Springs Mineral, LLC to restructure the terms on which VitroTech
purchases minerals from each of the Mine Companies and to reduce
the royalty payable to Hi-Tech.

VitroTech acquires raw minerals for use in production of its
products from the Mine Companies under a series of agreements.
Those agreements originally provided for fixed per pound payments
to be made to the Mine Companies for each pound of mineral sold
and collected by VitroTech. Under the original contracts, payments
escalated over time with 2004 payments being $0.875 per pound
increasing to $1.00 per pound plus inflation adjustments in future
years. The agreements also established certain annual minimum
purchase requirements. The minimum purchase requirements under the
original agreements began at 7.5 million pounds in 2005 with
annual scheduled escalations.

Under the terms of the letter agreement, the fixed per pound
payment obligation has been eliminated. In its place, VitroTech
will be obligated to pay to the Mine Companies 10% of the sales
price of all minerals sold by VitroTech. Additionally, the annual
minimum purchase requirement has been modified to provide for no
minimum purchases in 2004 or 2005 with minimum purchases in
subsequent years being fixed at the highest sales level in any
prior year.

VitroTech acquired its core processing technologies from Hi-Tech
under an agreement that provided for royalty payments by VitroTech
in an amount equal to $1.00 per pound of material sold and
collected by VitroTech.

Under the terms of the letter agreement, the fixed per pound
royalty payment to Hi-Tech has been eliminated. In its place,
VitroTech will be obligated to pay to Hi-Tech 5% of the sales
price of all minerals sold by VitroTech.

As consideration for the agreements of Hi-Tech and the Mine
Companies to modify their existing agreements with VitroTech,
VitroTech agreed to issue to Hi-Tech and the Mine Companies an
aggregate of 5,000,000 shares of common stock on January 3, 2005.
Up to an additional 12,107,657 shares of VitroTech common stock
may be issued to Hi-Tech and Mine Companies between 2006 and 2010
based on pounds of mineral actually sold and the price of
VitroTech common stock.

The letter agreement is expected to be formalized in amendments to
the current definitive agreements with Hi-Tech and the Mine
Companies.

VitroTech interim CEO, Glenn Easterbrook, stated, "We believe that
the restructuring of our supply agreement with the mines and our
royalty agreement with Hi-Tech is a significant milestone in
VitroTech's corporate life. With the mineral payments and the
royalty payment being tied to a percent of sales price, we will
have much greater flexibility in our ability to serve our
customers and preserve acceptable margins. We believe that this
development, along with the restructuring of our minimum purchase
obligations, will allow us to increase both sales and
profitability as well as better position VitroTech in the capital
markets."

                   About VitroTech Corporation

VitroTech Corporation is a materials technology and research
company, headquartered in Santa Ana, California, with rights to
purchase, process and sell approximately 35 billion pounds of rare
amorphous aluminosilicate deposits which are used to produce its
primary products, Vitrolite(R) and Vitrocote(R). These products
enhance both the physical qualities and production of plastics,
paint/coatings, and a variety of other market segments
http://www.vitrotechcorp.com/  


WRC MEDIA INC: S&P Lowers Corporate Credit Rating One Notch to B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on WRC
Media Inc., including lowering its corporate credit rating to 'B-'
from 'B'.  At the same time, the ratings were removed from
CreditWatch, where they were placed on June 6, 2003.

Total debt and preferred stock as of June 30, 2004, was about
$443 million.  The rating outlook is negative.

New York, New York-based WRC Media is a supplemental education
publisher serving the school, library, and home markets.  "The
downgrade reflects the company's heightened financial risk
resulting from declining profitability, increasing debt and
preferred stock levels, and the lackluster environment for
supplementary educational spending resulting from state and local
budgetary constraints," said Standard & Poor's credit analyst Hal
F. Diamond.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Airgate PCS Inc.        CSA         (89)         270        9
Akamai Tech.            AKAM       (157)         190       55
Alaska Comm. Syst.      ALSK        (12)         650       85
Alliance Imaging        AIQ         (50)         641       27
Amazon.com              AMZN       (791)       1,888      645
AMR Corp.               AMR        (122)      30,001   (1,784)
Amylin Pharm. Inc.      AMLN        (11)         429      357
Atherogenics Inc.       AGIX         (1)         106       94
Blount International    BLT        (382)         420      (55)
CableVision System      CVC      (1,546)      11,141     (489)
Cell Therapeutic        CTIC        (65)         162       72
Centennial Comm         CYCL       (547)       1,540       13
Choice Hotels           CHH        (175)         267      (25)
Cincinnati Bell         CBB        (615)       2,022      (17)
Compass Minerals        CMP        (132)         647      111
Cubist Pharmacy         CBST        (58)         172       42
Delta Air Lines         DAL      (2,671)      24,175   (2,273)
Deluxe Corp             DLX        (251)       1,531     (987)  
Domino Pizza            DPZ        (677)         449      (33)
Echostar Comm           DISH     (1,740)       6,037      639
Graftech International  GTI         (30)       1,036      294
Hawaian Holdings        HA         (160)         236      (60)
Idenix Pharm.           IDIX         (1)          77       42
Imax Corporation        IMAX        (51)         215        9
Indevus Pharm.          IDEV        (34)         205      164
Inex Pharm.             IEX          (2)          66       40
Kinetic Concepts        KCI         (77)         616      201
Lodgenet Entertainment  LNET       (133)         273       (8)
Lucent Tech. Inc.       LU       (3,064)      15,970    2,472
Maxxam Inc.             MXM        (629)       1,040       96
McDermott Int'l         MDR        (361)       1,246      (34)
McMoran Exploration     MMR         (78)         163       49
Memberworks Inc.        MBRS        (46)         453      (11)
Millennium Chem.        MCH         (47)       2,331      580
Northwest Airlines      NWAC     (2,172)      14,391     (290)
Nextel Partner          NXTP        (19)       1,855      261
ON Semiconductor        ONNN       (315)       1,262      254
Per-se Tech. Inc.       PSTI        (34)         157       43
Phosphate Res.          PLP        (439)         316        5
Pinnacle Airline        PNCL        (31)         144       20
Qwest Communication     Q        (1,909)      25,106     (555)
Rightnow Tech.          RNOW        (12)          38       (9)
SBA Comm. Corp.         SBAC        (19)         934        5
Sepracor Inc            SEPR       (669)         718      393
St. John Knits Int'l    SJKI        (57)         206       77
UST Inc.                UST         (36)       1,590      518
Valence Tech.           VLNC        (57)          16       (3)
Vector Group Ltd.       VGR         (41)         552      105
WR Grace & Co.          GRA        (169)       2,987      750
Western Wireless        WWCA       (142)       2,665        1
Young Broadcast         YBTVA        (1)         799       89

                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo and Peter A. Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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