TCR_Public/041006.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, October 6, 2004, Vol. 8, No. 216

                            Headlines

AAIPHARMA INC: Board Mourns Director John M. Ryan's Death
AAMES FINANCIAL: To Discuss Merger on Oct. 26 Stockholders' Mtg.
ADAMSON APPAREL: Case Summary & 20 Largest Unsecured Creditors
ADVANCED AUTO: Moody's Affirms Ba2 Senior Implied Rating
AIR CANADA: Merrill Lynch Wants Title to Boeing Aircraft

AIRGATE PCS: Moody's Assigns B2 Rating to $175M Senior Notes
ALLIED HOLDINGS: Amex Accepts Plan for Listing Compliance
AMERICAN ENERGY: Forms New Subsidiary to Invest in Commodities
ARGONAUT GROUP: S&P Affirms BB+ Counterparty Credit Rating
ASSISTED LIVING: Gets Indications of Interest in Potential Sale

AUTOFEST GROUP LLC: Voluntary Chapter 11 Case Summary
BAC SYNTHETIC: Fitch Junks Ratings on Class D & E Notes
BANC OF AMERICA: Fitch Gives Class X-B-5 Certs. Single-B Rating
BE AEROSPACE: 18.4M Share Offering Cues S&P to Affirm B+ Rating
BRIDALS BY KAUFMAN'S: Case Converting to Chapter 7 Liquidation

BROOKFIELD PROPERTIES: S&P Puts BB+ Rating on C$150M Pref. Shares
CALPINE CORP: Fitch Downgrades Senior Unsecured Notes
CENTENNIAL COMMS: Completes $19.5 Million AT&T Spectrum Purchase
CLARK GROUP INC: Case Summary & 79 Largest Unsecured Creditors
CLEARLY CANADIAN: Extends Funding Under Quest Capital Bridge Loan

COVANTA ENERGY: Oct. 26 Fixed as Administrative Claims Bar Date
CWMBS INC: Fitch Places B Rating on Class 1-B3 Trust Certificate
DEL GLOBAL: Inks Final Settlement Pact Resolving RFI Investigation
DENNINGHOUSE INC: CCAA Monitor Says It's Found a Buyer
EAGLEPICHER HOLDINGS: Revises Full F.Y. 2004 Earnings Guidance

ENRON CORP: Vitro Wants $1 Million Admin. Expense Claim Paid
ENTERPRISE PRODUCTS: Closes $2 Billion Private Debt Placement
EXIDE TECHNOLOGIES: Angelo Gordon Discloses 6.9% Equity Stake
FOSTER WHEELER: Appoints Franco Anselmi CEO of Asian Operations
GALEY & LORD: U.S. Trustee Meeting with Creditors on Oct. 28

GLOBALSTAR CAPITAL: Reminds Noteholders Rights Expire on Oct. 12
GNI GROUP: Court Denies Employment Application to Teach a Lesson
GOLF TRUST: Amex Accepts Plan to Remedy Recent Filing Delinquency
HARVEST OPERATIONS: Moody's Puts B3 Rating on $200M Senior Notes
I2 TECHNOLOGIES: Court Approves Settlement of Shareholder Lawsuits

INTEGRATED HEALTH: Asks Court to Make Class 4 & 6 Distribution
INTERMET CORPORATION: Wants to Hire Foley & Lardner as Counsel
INTERMET CORPORATION: Gets Interim Okay to Use Cash Collateral
JEUNIQUE INT'L: Committee Hires Marshack Shulman as Counsel
JEUNIQUE INT'L: Hires Phoenix-Issa as Valuation Consultant

KAISER ALUMINUM: Judge Fitzgerald Okays Glencore Overbid Agreement
KERASOTES SHOWPLACE: Moody's Puts B1 Ratings on Sr. Bank Loans
KEYSTONE: Files Reorganization Plan & Disclosure Statement
KMART CORP: Robert Norton Discloses Selling 7,131 Shares of Stock
KOLLEL MATEH: Case Summary & 7 Largest Unsecured Creditors

NEWCASTLE CDO: Moody's Assigns Ba2 Rating on $20.5M Fixed Notes
NORTH OAKLAND: Moody's Reviews Ba1 Rating for Possible Downgrade
NORTHROP GRUMMAN: Fitch Raises Convertible Stock Rating to BB+
OGLEBAY NORTON: Judge Rosenthal Declines to Confirm Debtors' Plan
OMNI FACILITY: ValleyCrest Completes Landscape Assets Acquisition

OMNI FACILITY: Wants Plan Filing Period Extended to Dec. 6
OWENS CORNING: Judge Fullam Says Yes to Substantive Consolidation
PILLOWTEX CORP: Asks Court to Okay Hiring BDO Seidman as Auditor
POLYPORE INC: S&P Junks Subordinated Debt Rating
RCN CORP: Wants Court Okay to Hire Kasowitz as Special Counsel

RELIANCE GROUP: Bank Committee Releases RFSC Plan Voting Results
REMOTE DYNAMICS: Nasdaq Affords Grace Period to Regain Compliance
RESIDENTIAL ASSET: Moody's Shaves Two Certificate Class Ratings
SALEM COMMS: Inks Pact with Univision to Exchange Radio Assets
SOUTHERN STATES: Moody's Places B3 Rating on Senior Unsec. Notes

SPECTRASITE INC: Robert Katz & Richard Masson Resign From Board
SPIEGEL INC: Modifies Automatic Stay for Lederers to Pursue Suit
SUMMIT PROPERTIES: S&P Puts BB+ Rating on $170M Senior Notes
SUMMIT PROPERTIES: Inks Merger Pact with Camden Property Trust
TROPICAL SPORTSWEAR: Sells South Pacific Division for $3 Million

TXU GAS: Moody's Withdraws Ratings Following Atmos Purchase
UAL CORP: Inks Out-of-Court Settlement with Guilford
UAL CORP: Files 6th Reorganization Status Report
UNITED AIRLINES: Takes Further Steps to Lower Distribution Costs
UNIVERSAL ACCESS: Committee Hires Winston & Strawn as Counsel

US AIRWAYS: Asks Court for Interim Wage & Benefits Reduction
VIATICAL LIQUIDITY: Committee Wants Reed Smith as Counsel
WASTE SERVICES: Completes Amendment to Senior Credit Facility

* CLLA Awards 2004 Lawrence P. King Award to Prof. David Epstein
* Michael Good Moves Restructuring Practice to Coudert Brothers
* Ryan Senter Joins Alvarez & Marsals as Director
* Wilson Sonsini Goodrich & Rosati Expands Its New York Presence

* Upcoming Meetings, Conferences and Seminars

                          *********

AAIPHARMA INC: Board Mourns Director John M. Ryan's Death
---------------------------------------------------------
aaiPharma Inc. (NASDAQ: AAII) announced the passing of John M.
Ryan, a member of the Company's Board of Directors, of Long
Meadow, Massachusetts.

Dr. James Martin, Chairman of aaiPharma's Board of Directors,
stated, "John Ryan was a respected colleague and a man of
impeccable integrity, and his sage advice was invaluable. The
Board and the Company will deeply miss him."

Mr. Ryan served as a director of aaiPharma since 1996, and chaired
the audit committee and compensation committee for several years.

                         About aaiPharma

aaiPharma Inc. is a science-based pharmaceutical company focused
on pain management, with corporate headquarters in Wilmington,
North Carolina. With more than 25 years of drug development
expertise, the Company is focused on developing and marketing
branded medicines in its targeted therapeutic areas. aaiPharma's
development efforts are focused on developing improved medicines
from established molecules through its research and development
capabilities. For more information on the Company, including its
product development organization AAI Development Services, please
visit aaiPharma's website at http://www.aaipharma.com/

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 4, aaiPharma
Inc. will not make the October 1, 2004 interest payment on its
11.5% Senior Subordinated Notes due 2010, and will use the 30-day
grace period provided under the Notes for failure to pay interest
to enter into discussions with an ad hoc committee formed by
certain holders of the Notes. An aggregate interest payment of
$10.0 million was due on the Notes on Oct. 1, 2004. Failure to
make the interest payment by October 31, 2004, would constitute an
event of default under the Notes, permitting the trustee under the
Notes or the holders of 25% of the Notes to declare the principal
and interest thereunder immediately due and payable.

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

Standard & Poor's Ratings Services previously affirmed its 'CCC'
corporate credit and 'CC' subordinated debt ratings on aaiPharma,
Inc. At the same time, Standard & Poor's removed the ratings on
the Wilmington, North Carolina-based specialty pharmaceutical
company from CreditWatch.

S&P's outlook on aaiPharma is negative.

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


AAMES FINANCIAL: To Discuss Merger on Oct. 26 Stockholders' Mtg.
----------------------------------------------------------------
Aames Financial Corporation (OTCBB:AMSF) will hold a special
meeting of stockholders in connection with its proposed
reorganization into a real estate investment trust. The special
meeting will be held at the City Club, 333 South Grand Avenue,
54th Floor, Los Angeles, California 90071, on Tuesday, October 26,
2004 at 9:00 a.m., California time. The company's board of
directors has designated September 28, 2004, as the record date
for determining which stockholders are entitled to receive notice
of and vote at the special meeting.

At the special meeting, stockholders will be asked to approve and
adopt an agreement and plan of merger dated as of July 21, 2004,
which will effect the reorganization, and to approve new equity
incentive plans for Aames Financial and Aames Investment
Corporation, a wholly owned subsidiary of Aames Financial. Holders
of a majority of the voting power of Aames Financial's outstanding
stock must vote in favor of the merger agreement and the equity
incentive plans. In addition, a majority of the voting power of
the outstanding preferred stock voting as a single class must also
vote in favor of the merger agreement.

                  Participants in Solicitation

Aames Financial, Aames Investment, their respective directors, and
certain of their respective executive officers may be considered
participants in the solicitation of proxies in connection with the
proposed reorganization. You may find information relating to
their interests, including security holdings or otherwise, in the
proxy statement/prospectus sent to stockholders in connection with
the reorganization.

At June 30, 2004, Aames Financial operated 99 retail branches,
including the National Loan Centers, and five regional wholesale
operations centers throughout the United States.

                          *     *     *

As reported in the Troubled Company Reporter's April 1, 2004
edition, Fitch Ratings upgraded Aames Financial Corp's.
subordinated debt due 2006 to 'CCC' from 'CC'. Concurrent with
this action, Fitch has withdrawn the company's senior debt rating
of 'CCC' as the company has repaid its senior debt. The Rating
Outlook is Stable.

Fitch's rating action reflects the company's improved operating
performance and liquidity, brought on by more disciplined loan
origination and the robust mortgage environment. Since
implementing new standards in 2000, the company has achieved
better realization on its whole loan sales. Coupled with the
robust mortgage environment, Aames has been able to generate solid
earnings, relative to historical levels over the last year. While
the company's liquidity profile has improved, it remains highly
reliant on short-term warehouse facilities, and this is reflective
of the current rating.


ADAMSON APPAREL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Adamson Apparel Inc.
        525 7th Avenue Suite 701
        New York, New York 10018

Bankruptcy Case No.: 04-30799

Chapter 11 Petition Date: September 29, 2004

Court: Central District of California (Los Angeles)

Judge: Ernest M. Robles

Debtor's Counsel: David B. Golubchik, Esq.
                  Levene Neale Bender & Rankin LLP
                  1801 Avenue Of The Stars #1120
                  Los Angeles, CA 90067
                  Tel: 310-229-1234

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Worldfit International        Trade                     $937,989
Rm. 410-411 Pacific Center
28 Hankow Road Tsim Sha
Tsui Kowloon, HK
China

Worldmark Agents Limited      Trade                     $907,967
Rm. 1005, Allied Kajima
Bldg., 138 Gloucester Rd.
Wanchai, HK
China

Victory Century Ind. Ltd.     Trade                     $797,479
Unit 512 5/F Tower
Cheung Sha Wan Plaza
833 Cheung Kowloon, HK
China

Humane, Inc.                  Trade                     $639,359
c/o Kevin Weber
530 Seventh Ave., Ste. 1502
New York, NY 10018

Ying Ying Liu                 Trade                     $274,061
Macau Shen Da Garmet
Almirante Lacerda
Nos. 131-133. 7,"A-B"
Macau, China

Downtown Button & Supply      Trade/Arbitration         $254,280
6087 S. Triangle Dr.          judgment
Los Angeles, CA 90040

Green 1466 Broadway LLC       Trade                     $250,128
c/o SL Green Management
420 Lexington Ave.
New York, NY 10170

Minha Garment Enterprise      Trade                     $228,902

Hakos Knitts, Inc.            Trade                     $132,570

In-Style Co.                  Trade                     $128,866

Jiangsu Animal By Product     Trade                      $99,168

Matrix Funding Corp.          Trade                      $97,456

Minolta Business Solution     Trade                      $83,385

Greystone Security            Trade                      $61,513

Irvine Photo Graphics, Inc.   Trade                      $60,104

Pacific-Net Logistics, Inc.   Trade                      $54,877

Halo Holdings, LC             Trade                      $42,179

Wels, Julie                   Trade                      $33,142

JBS Zippers                   Trade                      $32,924

Shanghai Jinyl Int'l          Trade                      $32,839


ADVANCED AUTO: Moody's Affirms Ba2 Senior Implied Rating
--------------------------------------------------------
Moody's Investors Service affirmed the Ba2 senior implied rating,
the B1 senior unsecured issuer rating and the SGL-2 speculative
grade liquidity rating of Advance Auto Parts, Inc. Moody's also
assigned a rating of Ba2 to Advance Stores Inc.'s amended senior
secured bank credit facility.  The rating outlook remains
positive.

Moody's ratings actions:

Advance Auto Parts, Inc.

   * Senior implied rating affirmed at Ba2

   * Senior unsecured issuer rating affirmed at B1

   * Speculative Grade Liquidity Rating continued at SGL-2

Advance Stores, Inc.

   * $160 million Senior secured bank facility, maturing
     September 2009 assigned at Ba2

   * $150 million Senior secured term loan, maturing September
     2009 assigned at Ba2

   * $185 million Senior secured term loan, maturing September
     2010 assigned at Ba2

   * $175 million Senior secured term loan, maturing September
     2010 assigned at Ba2

The ratings affirmation incorporates Advance's plans to borrow
$175 million via a delayed draw term loan to repurchase stock over
the next 12 months, and that results from continued improvements
in operating performance will culminate in improved debt
protection measures as a result of aggressive reductions in debt.

For the first six months of 2004, Advance generated revenues of:

   (a) $2.03 billion,

   (b) reflecting a year-over-year increase of 10.8%, and

   (c) a gross profit margin of 46.4%, a year-over-year increase
       of 43 basis points.

This continued improvement in operating performance has resulted
in the generation of $164 million in operating cash flow, and
enabled Advance to reduce its debt by $110 million at second
quarter end.  This brings total debt reductions for the past six
quarters to approximately $401 million.

The Ba2 senior implied rating considers Advance's position as:

   (a) a leading retailer of auto parts and supplies in the U.S.
       market, with a solid number two position in a fragmented,
       though consolidating, industry;

   (b) its improving credit metrics, which firmly positions it
       within its rating category, even after adjusting for the
       full amount of the impending share repurchases; and

   (c) its prospects for continued growth, both organically and
       via acquisition.

The rating also considers:

   (a) Advance's historically acquisition-based growth strategy,

   (b) its relative geographic concentration in the Southeast,

   (c) risks inherent in new store openings, and

   (d) the intensely competitive market.

The positive outlook remains as Moody's expects Advance to
continue to improve its operating performance and aggressively
reduce debt.  The rating could be raised if performance continues
to improve, with requisite incremental debt reduction and
sustained improvement in credit metrics.  Downward rating pressure
would result if Advance were to become more aggressive with
respect to financial policy and returns to shareholders, if the
company were to make a large, debt-weighted acquisition, or if
operating performance were to weaken substantively resulting in a
significant weakening of its credit metrics.

The Ba2 rating on the senior secured bank credit facility reflects
its priority position in the capital structure, with a secured
position in all assets, as well as upstream and downstream
guarantees. The rating is at the senior implied level because it
currently represents all the outstanding debt of Advanced Auto
Parts Inc.

The B1 senior unsecured issuer rating reflects the effective
subordination of senior unsecured obligations to the senior
secured bank facility of Advanced Stores, Inc. While asset
coverage is currently ample with coverage of 1.64 times, including
the $40 million outstanding under the vendor financing program on
a conservatively discounted basis at second quarter ended July 17,
2004, this situation could weaken in the event of even a
moderately sized acquisition.

The SGL-2 speculative grade liquidity rating reflects the
expectation that Advance will:

   (a) maintain good liquidity, and

   (b) that its internally generated cash flow and cash on hand
       will be sufficient to fund its working capital, capital
       expenditure and debt amortization requirements for the
       next 12 months.

The company's $160 million revolving credit facility is expected
to remain largely undrawn and to be used only for seasonal needs
and letter of credit support.  At second quarter end July 17,
2004, the revolver reflected a zero balance and outstanding
letters of credit of $37.6 million.  Covenant cushions under the
revolver are expected to remain ample.

Advance Auto Parts, Inc is headquartered in Roanoke, Virginia, and
is the parent company of Advance Stores Company, Inc., which
operates the second largest U.S. auto parts retail chain with
2,583 stores as of quarter ended July 3, 2004.  Sales for the most
recent fiscal year ended January 3, 2004 were approximately $3.5
billion.


AIR CANADA: Merrill Lynch Wants Title to Boeing Aircraft
--------------------------------------------------------
Canadian Airlines International, Ltd., owed $200,000,000 to
Kreditanstalt fur Wiederaufbau pursuant to a term loan agreement
dated April 10, 1990.  CAIL used the loan proceeds to finance the
purchase of a Boeing 747-475 aircraft.

In connection with Air Canada's acquisition of CAIL in July 2000,
Air Canada asked KfW to restructure the CAIL loan.  In
implementing the integration of CAIL into Air Canada, CAIL sold
its interest in the aircraft to 885480 Alberta, Ltd., which was
subsequently continued under the Canadian Business Corporations
Act as 3846091 Canada, Ltd.

In December 2000, 3846091 Canada sold its beneficial interest, and
CAIL sold its legal title, in the aircraft to KfW.  3846091 Canada
assumed the CAIL loan and used the proceeds of the aircraft sale
to repay the CAIL loan.

KfW sold its right, title and interest in and to the aircraft back
to 3846091 Canada on a deferred payment basis, pursuant to an
Aircraft Installment Sale Agreement.  As security for the payment
and performance by 3846091 Canada of its obligations under the
AISA, 3846091 Canada assigned to KfW all of its interest in the
aircraft pursuant to an Aircraft Security Agreement and a Mortgage
dated December 29, 2000.

CAIL, Air Canada and 3846091 Canada merged in January 2001.
consequently, Air Canada became bound by 3846091 Canada's rights
and obligations under the AISA and the Original Security
Agreement.  Subsequently, certain amendments were made to the AISA
and to the Original Security Agreement pursuant to a Master
Amending Agreement dated January 1, 2001.

Effective November 13, 2003, Air Canada repudiated the AISA with
respect to the aircraft and any ancillary agreements.  Air Canada
surrendered to KfW all of its rights, title and interest in and to
the aircraft to satisfy its debt to KfW.

KfW properly registered its security interest against Air Canada
with respect to the aircraft in British Columbia, Alberta,
Ontario, Quebec, and the District of Columbia.

Under an Assignment and Assumption Agreement and a Purchase and
Sale Agreement, both dated February 24, 2004, KfW sold and
assigned to Merrill Lynch Credit Products, LLC, its rights and
obligations under the AISA.  Accordingly, the security
registrations against Air Canada have been assigned to Merrill
Lynch.

Pursuant to the CCAA Court's Discharge Order, any registrations
that are not properly registered or are no longer required to be
registered in each of the Canadian provinces and territories and
in the District of Columbia have been removed from the Personal
Property Registers and the Register of Personal and Moveable Real
Rights, as applicable.

Merrill Lynch is the only party with a security interest in the
aircraft in each of the relevant jurisdictions.  Merrill Lynch
intends to complete realization of the aircraft.

Merrill Lynch asks the CCAA Court to transfer ownership of the
aircraft from Air Canada to Merrill Lynch or its transferee, free
and clear of liens, charges and encumbrances.

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)


AIRGATE PCS: Moody's Assigns B2 Rating to $175M Senior Notes
------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the proposed
$175 million of senior secured floating rate notes due 2011 of
AirGate PCS, Inc., and affirmed the company's other ratings as
detailed below. The rating outlook is positive.

The affected ratings are:

   * Senior implied rating B3 (affirmed)

   * Issuer rating Caa1 (affirmed)

   * $175 million senior secured floating rate notes due 2011
     -- B2 (assigned)

   * $159 million 9.375% senior subordinated secured notes due
     2009 -- Caa1 (affirmed)

   * $141 million senior secured credit facility due 2007/08 --
     WR (withdrawn)

The senior implied rating of B3 reflects the operating risks
facing AirGate and other affiliates of Sprint PCS as the US
wireless market matures, as well as the still significant debt
leverage of the company.  The rating outlook improvement to
positive reflects the strong EBITDA growth the company has enjoyed
since Moody's last rating action in March 2004, and the
expectation that EBITDA will continue to grow as margins expand
due to the recent changes to the management and services
agreements with Sprint PCS.  The B2 rating on the proposed new
senior secured notes reflects their priority position in the
capital structure, while the Caa1 rating on the 9.375%
subordinated notes due 2009 reflect their more junior status.

AirGate plans on raising $175 million of 7-year senior secured
floating rate notes with the proceeds used to permanently repay
its existing senior credit facility ($134.5 million), call its
remaining 13.5% senior subordinated discount notes due 2009 ($1.9
million), and hold the remainder in cash for general corporate
purposes ($34 million).  The transaction will eliminate mandatory
amortization requirements of the company as well as take out its
restrictive covenants.  The transaction extends the company's
maturity schedule until 2009 when $159 million of 9.375% second
lien notes come due, followed by the proposed senior secured notes
in 2011.  The company will utilize the large cash position for
cash needs (given the absence of a revolver) as well as for future
technological and network build out.

Moody's notes the risk with this capital structure is that the
company may not be quick to reduce the amount of debt on the
balance sheet in the absence of a mandatory amortization schedule.
The company has stated its intention to begin repaying the 9.375%
notes when they are callable on January 1, 2006 and the new notes
are callable two years from the date of issuance.  Furthermore,
AirGate's management has voiced their intention not to use its
cash for acquisitions in the future.

The company's new business plan calls for substantially higher
capital expenditures than the $15 million per year level assumed
in the March 2004 rating action.  As AirGate only has access to 10
MHz of spectrum in its markets, capital expenditures are likely to
remain high as network usage continues to grow and the company
returns to a more aggressive subscriber growth strategy. Over the
past 12 months, AirGate's management has done a very good job of
managing its operations to generate cash and are now past the
balance sheet restructuring regime it was operating under.  With
the successful completion of the senior secured notes, and the
amendments to the company's affiliation agreements with Sprint
PCS, the company will now have sufficient financial and operating
flexibility to focus on reinvigorating sales, subscriber growth
and improving churn, while also, improving its financial results,
notably its operating margin.

In Moody's opinion, financial and operational improvements may not
come easily given that competition remains fierce in all of the
AirGate's markets- namely from Cingular, Alltel and Triton PCS.
The company's business plan also contemplates increasing ARPU
(through new products such as Vision and data) in fiscal 2004 and
2005, which will prove difficult especially when combined with
better subscriber growth.

For the ratings to improve, Moody's must be more confident that
AirGate can continue to improve its financial performance and grow
its market share of subscribers in light of stiff competition,
thus consistently generating double-digit free cash flow to total
debt.  The ratings could be lowered should AirGate be unable to
continue improving its financial performance or subscriber growth
and quality fall below expected levels.

Based in Atlanta, AirGate PCS is a network partner of Sprint PCS
with a franchise territory in the Southeastern US covering over 7
million people.  AirGate PCS had LTM revenues of $334 million.


ALLIED HOLDINGS: Amex Accepts Plan for Listing Compliance
---------------------------------------------------------
The American Stock Exchange notified Allied Holdings, Inc. (Amex:
AHI) that it accepted Allied's plan to regain compliance with
Section 1003(d) of the Amex Company Guide. Allied submitted the
plan to the Amex on September 17, 2004, in response to the Amex's
letter, dated September 9, 2004, advising the Company that it is
not in compliance with the Amex's continued listing standards as
set forth in Section 1003(d) of the Amex Company Guide.

The Amex notice requested that Allied submit a plan by Sept. 17,
2004, advising the Amex of any action it has taken, or will take,
to bring the Company into compliance with Section 1003(d) of the
Amex Company Guide within a maximum of 60 days of the Company's
receipt of the notice. As a result of the Amex staff's acceptance
of the plan, Allied's listing is being continued in accordance
with an extension. Allied will be subject to periodic review by
the Amex staff for compliance with its plan during the 60-day
extension period.

The Amex notice was prompted by Allied's failure to timely file
its Quarterly Report on Form 10-Q for the quarter ended June 30,
2004 primarily as a result of management's continued review of the
classification of certain items in its consolidated statements
financial statements relating to the Company's financing of
insurance premiums. The Company is working diligently to complete
its Quarterly Report on Form 10-Q and contemplates that it will
file the Form 10-Q with the Securities and Exchange Commission on
or before October 25, 2004, the expiration of the 60-day plan
period.

The Amex notice states that if Allied is not in compliance with
the continued listing standards at the conclusion of the plan
period, or does not make progress consistent with the plan during
the plan period, the Amex may initiate delisting proceedings as
appropriate. In that event, the Company may appeal a staff
determination to initiate delisting proceedings in accordance with
applicable Amex rules.

                       About Allied Holdings

Allied Holdings, Inc. is the parent company of several
subsidiaries engaged in providing distribution and transportation
services of new and used vehicles to the automotive industry. The
services of Allied's subsidiaries span the finished vehicle
continuum, and include car-hauling, intramodal transport,
inspection, accessorization and dealer prep. Allied, through its
subsidiaries, is the leading company in North America specializing
in the delivery of new and used vehicles.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 26, Standard
& Poor's Ratings Services lowered its senior unsecured debt rating
on Allied Holdings, Inc., to 'CCC+' from 'B-'. At the same time,
Standard & Poor's affirmed its 'B' corporate credit rating on the
company and revised the rating outlook to negative from stable.
The Decatur, Georgia-based automobile hauling company has about
$300 million of lease-adjusted debt.

"The downgrade of the company's $150 million senior unsecured
notes and outlook change reflect Allied's poor financial
performance during the first half of 2004 and management's
expectation of a full-year loss. These factors have resulted in
additional borrowings under its secured bank facility and a
gradual increase in the proportion of secured debt and other
secured claims, such as letters of credit drawn under the
company's bank facility, that would rank ahead of senior unsecured
creditors in the event of bankruptcy," said Standard & Poor's
credit analyst Kenneth L. Farer. The rating actions are not
related to the company's announcement last week that it would
delay filing its second-quarter 2004 10Q report.

During the first half of 2004, the company reported higher
operating costs associated with fuel prices, employee and retiree
benefits, higher-than-expected maintenance costs, and increased
insurance reserves. These higher costs resulted in operating
income of only $3.2 million for the first half of 2004, compared
with $5.8 million for the same period of 2003, and a reduction in
key credit measures including EBITDA interest coverage of 1.9x and
funds from operations to debt of 14%. Year-over-year costs during
the second half of 2004 will be negatively affected by higher fuel
prices and the contractual increase in benefit contributions.

Ratings on Allied Holdings reflect its:

   * weak financial flexibility,
   * aggressively leveraged capital structure,
   * concentrated end-customer base, and
   * participation in the capital-intensive trucking industry.

Allied's dominant position as the largest North American motor
carrier of new vehicles partially offsets these negative credit
aspects. Although Allied's specialized fleet delivers
approximately 60% of new vehicles in North America, it faces
competition from other specialty carriers for short-distance trips
and major railroads for long-distance trips. The company also
faces continued pricing pressure from the large auto
manufacturers, which represent over 85% of the company's revenues.

Ratings could be lowered if credit measures deteriorate further
due to revenue pressures from decreased automobile production
volumes or continued high operating costs and if liquidity becomes
further constrained.


AMERICAN ENERGY: Forms New Subsidiary to Invest in Commodities
--------------------------------------------------------------
American Energy Production, Inc. (OTCBB:AMEP) has begun the
process of forming a new subsidiary, Strategic Investments Fund
Inc. (pending verification of name), which will become a wholly
owned subsidiary of American Energy Production Inc.

Strategic Investments Fund Inc.'s purpose will be to invest in
commodities such as oil and natural gas that the Company can hedge
against its current oil and natural gas production of it two
wholly owned subsidiaries Bend Arch Petroleum Inc. and Production
Resources Inc.

The Company will take advantage of the volatility in the world oil
and natural gas markets. The fund will also be able to profit from
any future price swings in oil and natural gas. As with any
investments these results cannot be guaranteed however, Strategic
Investments Fund Inc. will have consultants with years of
experience to manage and invest at the appropriate times.

Charles Bitters, President of American Energy Production Inc.
stated, "Along with our aggressive plans to drill and complete as
many oil and natural gas wells as possible in the next few years
to take advantage of these high oil and natural gas prices, we
feel this is a important step in utilizing all of our assets by
forming an Investment Company."

                            About CFSG

Consulting For Strategic Growth I, Ltd. takes the position of
Corporate Development Consultant with public and private
companies. Working side by side with management, CFSG assists
client companies in exposing their story to the Wall Street
community. This is accomplished through the use of Executive
Summaries, Corporate Profiles, Fact Sheets, CEO Interviews,
Research Reports, Position Papers, one-on-one cluster group
meetings, in addition to presentations to CFSG's database of
quality volume investors.

Consulting For Strategic Growth I, Ltd. has a July 7, 2004
agreement with AMEP to provide consulting, business advisory,
investor relations, public relations and corporate development
services to the Company for an initial six-month period. In
connection with these services, CFSG prepares press releases,
corporate profiles, and other publications on behalf of and
regarding the Company. In accordance with this agreement, AMEP
pays a cash retainer and issues shares of common stock and
warrants each month for these services. Independent of CFSG's
receipt of stock compensation, CFSG may choose to purchase the
common stock of the company and thereafter liquidate those
securities at any time it deems appropriate to do so.

To request additional information about the company or to schedule
an upcoming meeting in New York please contact Ms. Meryl Orshan of
CFSG at 1-800-625-2236.

               About American Energy Production, Inc.

American Energy Production, Inc. -- http://www.americanenergyproduction.com/
-- was founded in 2000 and in 2003 upon the acquisition of certain
oil and gas assets, the company entered a new development stage
becoming a Business Development Company in January 2004.
Activities during this stage include acquisition of subsidiaries,
additional assets, developing and implementing a plan to extract
oil and gas, acquiring certain rights to and utilizing an oil
recovery additive, completing initial sales of oil and gas, and
raising capital. The company has determined that its operating
model best approximates that of an investment company and intends
to make investments into developing businesses in oil and gas
related industries.

                          *     *     *

                       Going Concern Doubt

In its Form 10-Q for the quarterly period ended June 30, 2004,
filed with the Securities and Exchange Commission, American Energy
Production, Inc. reports:

"As reflected in the accompanying financial statements, the
Company has a net loss of $4,003,511 and net cash used in
operations of $261,143 for the six months ended June 30, 2004 and
a working capital deficiency of $391,345 and a deficit accumulated
during the development stage of $5,713,905 at June 30, 2004. The
Company is also in default on certain notes to banks and is in the
development stage with minimal revenues. The ability of the
Company to continue as a going concern is dependent on the
Company's ability to further implement its business plan, raise
capital, and generate revenues. The financial statements do not
include any adjustments that might be necessary if the Company is
unable to continue as a going concern.

"The time required for us to become profitable is highly
uncertain, and we cannot assure you that we will achieve or
sustain profitability or generate sufficient cash flow from
operations to meet our planned capital expenditures, working
capital and debt service requirements. If required, our ability
to obtain additional financing from other sources also depends on
many factors beyond our control, including the state of the
capital markets and the prospects for our business. The necessary
additional financing may not be available to us or may be
available only on terms that would result in further dilution to
the current owners of our common stock.

"We cannot assure you that we will generate sufficient cash flow
from operations or obtain additional financing to meet scheduled
debt payments and financial covenants. If we fail to make any
required payment under the agreements and related documents
governing our indebtedness or fail to comply with the financial
and operating covenants contained in them, we would be in default.
The financial statements do not include any adjustments to reflect
the possible effects on recoverability and classification of
assets or the amounts and classification of liabilities which may
result from the inability of the Company to continue as a going
concern."


ARGONAUT GROUP: S&P Affirms BB+ Counterparty Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Argonaut
Group Inc. (NASDAQ:AGII) and its insurance company affiliates to
positive from stable.

Standard & Poor's also said that it affirmed its 'BB+'
counterparty credit rating on the holding company and its 'BBB+'
counterparty credit and financial strength ratings on the
operating companies.

"The outlook was revised because of Argonaut's more diversified
business mix, continuously improving in underwriting results, and
conservative investment strategy," explained Standard & Poor's
credit analyst John Iten.

"Offsetting factors include capitalization that, though much
improved, was still somewhat weak for the rating at year-end 2003
as well as some drag on earnings from losses on business the
company has exited," Mr. Iten added.

Standard & Poor's expects underwriting results to continue
improving in 2004 and 2005, driven by strong results in excess and
surplus lines and a decrease in the earnings drag from legacy
issues related to Argonaut's runoff workers' compensation book.

Premium growth will slow in 2005 but should continue to benefit
from the generally favorable pricing environment in casualty
excess and surplus lines and the impact of past renewal rights
transactions.  Despite the strain of new business volume,
capital adequacy is expected to improve significantly in 2004,
because of earnings and because the company has raised additional
capital through trust-preferred issues.


ASSISTED LIVING: Gets Indications of Interest in Potential Sale
---------------------------------------------------------------
Assisted Living Concepts, Inc. (OTCBB:ASLC), a national provider
of assisted living services, has received indications of interest
for the potential acquisition of the Company submitted by a number
of third parties.

As previously announced, the Company established a Special
Committee of its Board of Directors to explore various strategic
alternatives with the goal of maximizing stockholder value, and
the Special Committee retained Jefferies & Company, Inc., as its
financial advisor. Following marketing efforts conducted by
Jefferies, the Special Committee received several indications of
interest with respect to the potential purchase all of the
Company's outstanding shares in a cash transaction. The Special
Committee is continuing to review these indications of interest
and discuss them with the third parties.

There can be no assurance that any business combination will be
approved by the Special Committee and recommended to the full
board of directors, or if approved by the Special Committee, will
be approved by the full board, or that a definitive merger or
other business combination agreement will be executed or
consummated. Recognizing that a transaction with a third party may
not be completed, the Special Committee is also continuing to
review other strategic alternatives available to the Company,
including, among other things, refinancing, sale-leaseback of
Company properties, special dividend to Company stockholders and
remaining as an independent public corporation.

                     Stockholder Rights Plan

The Company also announced that its board of directors has adopted
a stockholder rights plan in which preferred stock purchase rights
will be distributed as a dividend at the rate of one right for
each share of common stock of the Company held by stockholders of
record as of the close of business on September 30, 2004.

The rights plan is similar to those adopted by many other public
companies and is designed to deter coercive takeover tactics,
including the accumulation of shares in the open market or through
private transactions, and to prevent an acquirer from gaining
control of the Company without offering a fair price to all of the
Company's stockholders. The rights are intended to enable all
stockholders to maximize the value of their investment in the
Company. The rights will not prevent a takeover attempt, but are
intended to encourage anyone seeking to acquire the Company to
negotiate with the board prior to attempting a takeover. The
rights plan was adopted in order to help assure, among other
things, that any strategic alternatives the Company is currently
reviewing would be made available to all of the Company's
stockholders. The rights will expire on October 1, 2014.

Each right under the rights plan will initially entitle
stockholders to purchase a fraction of a share of preferred stock
for $60. The rights generally will be exercisable only if a person
or group acquires beneficial ownership of 20% or more of the
Company's common stock or commences a tender or exchange offer
upon consummation of which the person or group would beneficially
own 20% or more of the Company's common stock. Under the terms of
the stockholder rights plan, existing stockholders as of October
1, 2004 who beneficially own 20% or more of the Company's common
stock are grandfathered unless they acquire additional shares.
Once exercisable, the rights entitle all stockholders, except the
acquiring person or group, to acquire shares of the Company or an
acquiring person having a value of twice the exercise price of the
right.

Assisted Living Concepts, Inc. -- http://www.assistedlivingconcepts.com/-
-  operates 177 owned and leased assisted living residences with
6,838 units for older adults who need help with the activities of
daily living, such as eating, bathing, dressing and medication
management. In addition to housing, the Company provides personal
care, support services, and nursing services according to the
individual needs of its residents, as permitted by state law. This
combination of housing and services provides a home-like setting
and cost efficient alternative that encourages independence for
individuals who do not require the broader array of medical and
health services provided by skilled nursing facilities. The
Company currently has residences in Oregon, Washington, Idaho,
Nebraska, Iowa, Arizona, Texas, New Jersey, Ohio, Pennsylvania,
Indiana, Louisiana, Michigan and South Carolina.

At June 30, 2004, Assisted Living's balance sheet showed a
$14,034,000 working capital deficit, compared to an $11,729,000
deficit at December 31, 2003.


AUTOFEST GROUP LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Autofest Group LLC
        dba Yorktown Mitsubishi
        3495 Crompond Road
        Yorktown Heights, New York 10598

Bankruptcy Case No.: 04-23513

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Yorktown Chevrolet LLC                     04-23514

Type of Business: The Company is a dealer of Mitsubishi and
                  Chevrolet cars and trucks.

Chapter 11 Petition Date: October 1, 2004

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: Anthony F. Giuliano, Esq.
                  Pryor & Mandelup, LLP
                  675 Old Country Road
                  Westbury, New York 11590
                  Tel: (516) 997-0999
                  Fax: (516) 333-7333

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $100,000 to $500,000

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


BAC SYNTHETIC: Fitch Junks Ratings on Class D & E Notes
-------------------------------------------------------
Fitch Ratings has downgraded one class and affirmed four classes
of notes issued by BAC Synthetic CLO 2000-1 Limited, a synthetic
balance sheet collateralized loan obligation established by Bank
of America Securities CLO Corporation II to provide credit
protection on a $10 billion portfolio of investment grade,
corporate debt obligations.

The following ratings actions have been taken:

     -- $100,000,000 class D notes downgraded to 'C' from 'CC';
     -- $265,000,000 class A notes affirmed at 'AAA';
     -- $250,000,000 class B notes affirmed at 'A+';
     -- $100,000,000 class C notes affirmed at 'BBB-';
     -- $25,000,000 class E notes affirmed at 'D'.

Under the terms of the transaction, Bank of America had the option
to terminate the transaction beginning October 14, 2003, and on
each April and October 14 thereafter.  Bank of America has elected
to terminate the swap on October 14, 2004. Consequently, Bank of
America will settle all net losses to date on the reference assets
that experienced credit events.

At this time, Fitch believes that the class D notes will likely
only receive $.874 on the dollar and Fitch intends to downgrade
class D to 'DD' at the time of the call to reflect the actual loss
of principal on October 14, 2004, when the notes are called.

Class E was completely written down on October 14, 2003.  Class A,
B, and C have sufficient credit enhancement to affirm their
respective ratings.


BANC OF AMERICA: Fitch Gives Class X-B-5 Certs. Single-B Rating
---------------------------------------------------------------
Banc of America Mortgage Securities, Inc., series 2004-8, mortgage
pass-through certificates, is rated 'AAA':

Groups 1, 3, and 4 certificates (senior certificates):

     -- $352,811,500 classes
          * 1-A-1 through 1-A-20,
          * 1-B-IO,
          * 1-A-R,
          * 1-A-MR,
          * 1-A-LR,
          * 3-A-1,
          * 4-A-1,
          * 15-IO,
          * 20-IO, and
          * 15-PO.

     -- $6,429,000 class X-B-1 'AA';

     -- $1,653,000 class X-B-2 'A';

     -- $919,000 class X-B-3 'BBB';

     -- $735,000 class X-B-4 'BB';

     -- $367,000 class X-B-5 'B'.

Group 2 certificates:

     -- $47,696,000 classes 2-A-1 through 2-A-4 'AAA' (group 2
        senior certificates)

Group 5 certificates:

     -- $105,429,759 classes 5-A-1, 5-B-IO, 5-IO, and 5-PO
        ('group 5 senior certificates') 'AAA'.

Certificates of groups 1 and 2:

     -- Class 30-IO (consisting of classes 1-30-IO and 2-30-IO
        components) 'AAA';

Certificates of all groups:

     -- $4,730,275 class X-PO
        consisting of five components rated 'AAA':
               * classes 1-X-PO;
                         2-X-PO;
                         3-X-PO;
                         4-X-PO; and
                         5-X-PO).

The 'AAA' ratings on the groups 1, 3, and 4 senior certificates
reflect the 2.90% subordination provided by:
          * the 1.75% class X-B-1,
          * the 0.45% class X-B-2,
          * the 0.25% class X-B-3,
          * the 0.20% privately offered class X-B-4,
          * the 0.10% privately offered class X-B-5, and
          * the 0.15% privately offered class X-B-6.

Classes rated based on their respective subordination:
          * X-B-1 'AA',
          * X-B-2 'A',
          * X-B-3 'BBB',
          * X-B-4 'BB',
          * X-B-5 'B', and
          * X-B-6 is not rated by Fitch.

The 'AAA' ratings on the group 2 senior certificates reflects the
4.25% subordination provided by:
          * the 2.45% class 2-B-1,
          * the 0.70% class 2-B-2,
          * the 0.40% class 2-B-3 certificates,
          * the privately offered 0.30% class 2-B-4,
          * the privately offered 0.25% class 2-B-5,
          * the privately offered 0.15% class 2-B-6, and
          * 2-B-1 through 2-B-6 are not rated by Fitch.

The 'AAA' ratings on the group 5 senior certificates reflects the
1.80% subordination provided by:
          * the 1.20% class 5-B-1,
          * the 0.20% class 5-B-2,
          * the 0.15% class 5-B-3 certificates,
          * the privately offered 0.10% class 5-B-4,
          * the privately offered 0.05% class 5-B-5,
          * the privately offered 0.10% class 5-B-6, and
          * 5-B-1 through 5-B-6 are not rated by Fitch.

The ratings also reflect the quality of the underlying collateral,
the primary servicing capabilities of Bank of America Mortgage,
Inc. rated 'RPS1' by Fitch, and Fitch's confidence in the
integrity of the legal and financial structure of the transaction.

The transaction is secured by five pools of mortgage loans:

          * Loan groups 1, 3, and 4 collateralize the groups 1,
            3, and 4 certificates;

          * Loan group 2 collateralizes the group 2
            certificates;

          * Loan group 5 collateralizes the group 5
            certificates.

The groups 1, 3, and 4 collateral consists of 697 recently
originated, conventional, fixed-rate, fully amortizing, first
lien, one- to four-family residential mortgage loans with original
terms to stated maturities ranging from 180 to 360 months.  The
weighted average original loan-to-value ratio -- OLTV -- for the
mortgage loans in the pool is approximately 68.14%.

The average balance of the mortgage loans is $527,092, and the
weighted average coupon of the loans is 6.099%.  The weighted
average FICO credit score for the group is 745.  Second homes
constitute 9.48%, and there are no investor-occupied properties.

Rate/term and cashout refinances represent 23.94% and 16.49%,
respectively, of the groups 1, 3 and 4 mortgage loans.  The states
that represent the largest geographic concentration of mortgaged
properties are California (49.87%) and Florida (8.19%).  All other
states constitute fewer than 5% of properties in the group.

The group 2 collateral consists of 100 recently originated,
conventional, fixed-rate, fully amortizing, first lien, single-
family residential mortgage loans with original terms to stated
maturity ranging from 300 to 360 months. The weighted average OLTV
for the mortgage loans in the pool is approximately 67.97%.

The average balance of the mortgage loans is $506,520, and the
weighted average coupon of the loans is 6.229%.  The weighted
average FICO credit score for the group is 740.  Second homes
constitute 5.68%, and there are no investor-occupied properties.
Rate/term and cashout refinances represent 24.28% and 23.43%,
respectively, of the groups 2 mortgage loans.  All of the
mortgaged properties in group 2 are located in the State of
California.

The group 5 collateral consists of 257 recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
two-family residential mortgage loans, with original terms to
stated maturity ranging from 120 to 360 months.  The weighted
average OLTV for the mortgage loans in the pool is approximately
65.43%.

The average balance of the mortgage loans is $417,792, and the
weighted average coupon of the loans is 6.735%.  The weighted
average FICO credit score for the group is 734.  Second and
investor-occupied homes constitute 7.08% and 2.03%, respectively.

Rate/term and cashout refinances represent 51.03% and 20.29%,
respectively, of the group 5 mortgage loans.  The states that
represent the largest geographic concentration of mortgaged
properties are:

          * California (38.95%),
          * Florida (12.48%),
          * Texas (8.21%), and
          * Virginia (7.59%).

All other states constitute fewer than 5% of properties in the
group.

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

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  For federal income tax
purposes, elections will be made to treat the trust as multiple
separate real estate mortgage investment conduits -- REMICs. Wells
Fargo Bank, National Association will act as trustee.


BE AEROSPACE: 18.4M Share Offering Cues S&P to Affirm B+ Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on BE
Aerospace Inc. to stable from negative.  At the same time,
Standard & Poor's affirmed its ratings, including the 'B+'
corporate credit rating, on the company.  About $880 million of
debt is outstanding.

"The outlook revision is based on a meaningful improvement in BE
Aerospace's very weak financial profile following an equity
offering of 18.4 million shares of its common stock (including
overallotments) at $9 per share," said Standard & Poor's credit
analyst Roman Szuper.  "The rating action also incorporates
expectations that the firm's earnings and cash generation will
continue to gradually strengthen, benefiting from recovering air
traffic, somewhat better performance of its airline customers, and
modest recovery in the business jet market," the analyst added.

The proceeds from this offering, along with up to $50 million of
cash on hand, are intended to redeem 9.5% $200 million senior
notes due 2008.  Still, credit protection measures will remain
weak, with debt to capital in the low-80% area, debt to EBITDA
around 7.5x, and EBITDA interest coverage below 1.5x on a pro
forma basis; a noticeable improvement is anticipated over the
intermediate term.

The ratings on Wellington, Florida-based BE Aerospace reflect:

   -- risks associated with difficult, albeit improving,
      conditions in the airline industry,

   -- the firm's primary customer base;

   -- high debt levels;

   -- unprofitable operations; and

   -- subpar credit profile.

Those factors are partly offset by the company's position as:

   -- largest participant in the commercial aircraft cabin
      interior products market,

   -- leading share of the business on corporate jets,

   -- major presence in aftermarket distribution of aerospace
      fasteners,

   -- efficient operations, and

   -- sufficient liquidity.

The firm's large -- $4.5 billion -- installed base typically
generates demand for generally higher-margin recurring retrofit,
refurbishment, and spare parts -- about 60% of revenues, with the
balance from products installed on new aircraft.

Gradually improving conditions in the airline and business jet
sectors, BE Aerospace's leading market shares, a lower cost
structure, and expected better earnings should gradually
strengthen key credit protection measures to levels consistent
with the ratings.


BRIDALS BY KAUFMAN'S: Case Converting to Chapter 7 Liquidation
--------------------------------------------------------------
The Honorable Bernard Markovitz entered an order Friday converting
Bridals By Kaufman's chapter 11 proceeding to a chapter 7
liquidation, subject to reconsideration if any objection is filed
this week.

The century-old, 21-store retail chain couldn't obtain DIP
financing or strike any deal with its secured creditors to access
cash collateral.

The Debtor closed its retail stores a couple of days before filing
for bankruptcy protection, triggering a lawsuit in the
Commonwealth Court of Pennsylvania by the Attorney General.  Judge
Markovitz allowed the stores to open for a short four-day period
late last month to allow brides who'd paid for their dresses to
retrieve the garments if they were in the stores.

Wedding dress and bridal gown retailer Bridals By Kaufman's aka
Kaufman's Wedding World aka Wedding World filed for chapter 11
protection (Bankr. W.D. Pa. Case No. 04-32015) on Sept. 10, 2004.
Salene R. Mazur, Esq., at Campbell & Levine LLC, represents the
Debtor.  Total assets and debts were in the $1 to $10 million
range.


BROOKFIELD PROPERTIES: S&P Puts BB+ Rating on C$150M Pref. Shares
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'P-3(High)'
Canadian national scale and 'BB+' global scale preferred share
ratings to Brookfield Properties Corp.'s C$150 million -- with an
underwriter's option of up to an additional C$50 million -- 5.20%
cumulative class AAA redeemable preferred shares, series K.

At the same time, Standard & Poor's affirmed its ratings
outstanding on the company, including the 'BBB' long-term issuer
credit rating. The outlook is stable.

"Brookfield benefits from the strong quality of its assets, its
long-term leases to good quality tenants, a debt maturity schedule
that matches the long-term nature of the lease schedule, and
adequate financial flexibility," said Standard & Poor's credit
analyst Ronald Charbon.

These credit strengths are mitigated by:

   -- a high degree of concentration in the New York, New York,
      market;

   -- a more highly levered balance sheet compared with those of
      its peers;

   -- moderate coverage levels; and

   -- an encumbered commercial property portfolio

The proceeds from the preferred share issue primarily will be used
to pay down existing floating-rate preferred shares and to reduce
credit lines.  The company's fixed-charge coverage is expected to
remain relatively unchanged from its 2003 year-end level of 1.52x.

The AAA class of preferred shares is subordinate to Brookfield's
class A and class AA preferred shares.  Nevertheless, Standard &
Poor's generally does not distinguish between different series of
subordinated obligations unless there is a specific reason to
believe that deferral of payment is more likely.  In the case of
Brookfield, the prior-ranking preferred shares are not of a size
to affect the likely payment of the AAA class.

Brookfield has a portfolio of 47 commercial properties of above-
average asset quality largely in central business district
locations that contain about 46 million square feet of space.
Brookfield also operates a real estate service business.

Although Brookfield is a Canadian-domiciled corporation, the
company is headquartered in New York, and an increasing
proportion of funds from operations -- FFO -- are generated from
properties located in the U.S.

The key markets where the company is active are:

   -- New York;
   -- Toronto, Ontario;
   -- Boston, Massachusetts;
   -- Calgary, Alta;
   -- Denver, Colorado; and
   -- Minneapolis, Minnesota

Brookfield's portfolio is 93.9% leased at rents, which are
currently about 4% below market--a cushion that has been eroding
as the current softening of the commercial office markets is
putting downward pressure on rents.

There is also some concentration to the portfolio, as 24
properties represent the bulk of total book value and New York
City contains 11.3 million square feet of space in the Brookfield
portfolio and contributes about 52% of FFO.

Nevertheless, the overall lease maturity schedule is manageable,
with less than 4% of office space expiring in each of 2004, 2007,
and 2009.  In 2005 and 2008, expiries peak at 6.1% and 6.0%,
respectively, and 2006 expiries are 4.7%.  The company's average
lease term is 10 years, with New York-based tenants at 12 years.


CALPINE CORP: Fitch Downgrades Senior Unsecured Notes
-----------------------------------------------------
Fitch Rates Calpine Corp.'s:

     -- $785 million first priority senior secured notes due
        2014 'BB-';

     -- $736 million senior unsecured convertible notes due 2014
        'CCC+';

     -- outstanding second priority senior secured notes 'B+';

     -- outstanding senior unsecured notes to 'CCC+' from 'B-'.

Calpine's outstanding High Tides trust preferred securities are
unchanged at 'CCC'.  The Rating Outlook for Calpine remains
Stable.

The 'BB-' rating for Calpine's first priority secured debt
reflects the substantial collateral protection provided by the
underlying assets securing these obligations.  The notes are
secured by first priority liens on substantially all of the assets
owned directly by Calpine, including natural gas reserves and
certain generating facilities.

The underlying value of Calpine's remaining 472 billion cubic feet
equivalent -- Bcfe -- of proved natural gas reserves alone
provides meaningful coverage of note principal even under a
stressed valuation scenario.  Fitch notes that Calpine is required
to offer to prepay first priority note principal in the event any
assets comprising the security package are divested.

The lowering of Calpine's second priority secured notes and senior
unsecured debt reflects weaker-than-anticipated consolidated cash
flow from operations, as well as reduced recovery prospects for
these creditor classes.  Specifically, these securities are
subordinated to a moderately higher level of first priority debt
(i.e. $785 million versus $500 million, including letters of
credit).

In addition, due to Calpine's recent sale of 341 Bcfe of Canadian-
and Rockies-based gas reserves and subsequent re-issuance of first
priority debt at a higher level, there is very little residual
value from gas reserves available to second lien creditors.
Accordingly, ultimate recovery has become more dependent on the
residual value of less liquid merchant power plant assets.

An additional factor diluting asset coverage for unsecured
creditors is Calpine's plan to prepay outstanding trust preferred
securities, with proceeds derived from the recent convertible debt
issuance, which ranks pari passu with Calpine's existing senior
unsecured noteholders.

From an operational standpoint, Calpine's cash flow performance
remains below expectations.  For the 12-month period ended June
30, 2004, operating EBITDA generated by Calpine's core power
producing activities dwindled to approximately $1.2 billion
despite bringing a significant level of new plant capacity on-line
during the period.

Although nonrecurring gains on recent asset sales and contract
monetizations have offset part of the shortfall in operating
performance, these transactions have left Calpine with greater
exposure to both higher gas prices and merchant power sales.

The Stable Rating Outlook reflects Calpine's successful track
record of dealing with ongoing debt maturities and the company's
reasonable prospects to meet its year-end 2004 available liquidity
target of $3.0 billion.

Fitch anticipates that Calpine will dedicate a meaningful portion
of net proceeds generated from this liquidity program to
repurchase outstanding senior unsecured notes, with a particular
focus on obligations maturing in 2008 and beyond.  Importantly,
Calpine's remaining construction program should not result in a
significant cash drain, as most remaining projects are backed by
long-term contracts and consequently should be permanently funded
with nonrecourse project financing.

Fitch will continue to monitor Calpine's progress in executing
upon its planned liquidity program and will revisit Calpine's
current outlook in the event the company falls materially short of
its debt reduction plans.


CENTENNIAL COMMS: Completes $19.5 Million AT&T Spectrum Purchase
----------------------------------------------------------------
Centennial Communications Corp. (NASDAQ:CYCL) completed its option
exercise and purchased 10MHz of spectrum from AT&T Wireless,
covering an aggregate of approximately 4.1 million population
equivalents contiguous to its existing properties in Michigan and
Indiana. The total price of the spectrum purchase was
approximately $19.5 million. In addition, the Company also
completed its sale of the Indianapolis and Lafayette, Indiana
licenses it acquired from AT&T Wireless to Verizon Wireless for
$24 million in cash.

"This targeted expansion substantially improves our competitive
advantage and Midwest footprint, while leveraging the strength of
our brand and superior customer experience," said Michael J.
Small, Chief Executive Officer. "The new territory is an
attractive growth opportunity in its own right and enables us to
better market our services to more of our existing footprint. It
represents the natural evolution of our successful efforts to
improve our retail margins in a fashion that positions us for
future growth."

                     Transaction Highlights

   -- Net effect of both transactions is approximately 2.2 million
      incremental POPs acquired and $4.5 million cash received

   -- 1.4 million POPs to be built in Midwest cluster by calendar
      year-end 2005, no current plans to build-out remaining
      licenses

   -- The Company expects start up adjusted operating income
      losses relating to the new build will be approximately $10
      million over the next two years

   -- The Company expects capital expenditures relating to the new
      build will be approximately $35 million over the next two
      years

A map showing the location of the acquired licenses and
Centennial's existing footprint is available on the Investor
Relations section of Centennial's website at:

http://media.corporate-ir.net/media_files/NSD/CYCL/presentations/map.pdf

                        About Centennial

Centennial Communications Corporation is one of the largest
independent wireless telecommunications service providers in the
United States and the Caribbean with approximately 19.5 million
Net Pops and over one million wireless subscribers. Centennial's
U.S. operations have approximately 8.3 million Net Pops in small
cities and rural areas. Centennial's Caribbean integrated
communications operation owns and operates wireless licenses for
approximately 11.2 million Net Pops in Puerto Rico, the Dominican
Republic and the U.S. Virgin Islands, and provides voice, data,
video and Internet services on broadband networks in the region.
Welsh, Carson Anderson & Stowe and an affiliate of the Blackstone
Group are controlling shareholders of Centennial. For more
information regarding Centennial, please visit the Company's Web
sites at:

    * http://www.centennialwireless.com/
    * http://www.centennialpr.com/and
    * http://www.centennialrd.com/

At May 31, 2004, Centennial Communications' balance sheet showed a
$548,641,000 stockholders' deficit, compared to a $567,343,000
deficit at May 31, 2003.


CLARK GROUP INC: Case Summary & 79 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Clark Group, Inc.
        fdba Clark Sprinkler Fabrication of NCA, Inc.
        fdba Clark Sprinkler Fabrication of Pennsylvania, Inc.
        fdba Clark Sprinkler Fabrication, Inc.
        fdba Clark Sprinkler Supply Company
        fdba Clark Sprinkler Supply of Pennsylvania, Inc.
        dba Nationwide Fire Supply
        fdba Cook Fire Supply, Inc.
        dba Clark Sprinkler Supply Company, NW
        fdba Fire Protection Supply, Inc.
        fdba Johnson Fire Supply, Inc.
        fdba Management Controls of Missouri, Inc.
        fdba Missouri Fire & Security, Inc.
        fdba Missouri Fire Systems, Inc.
        fdba Missouri Kansas Fire Supply, Inc.
        fdba Ryan Fire Supply
        fdba Southern Sprinkler Supply, Inc.
        2086 Westport Center Drive
        PO Box 28488
        Saint Louis, Missouri 63146
        Tel: (314) 569-2184

Bankruptcy Case No.: 04-52536

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                        Case No.
      ------                                        --------
      Clark Sprinkler Fabrication of KC-MO, Inc.    04-52555
      Firefox Supply Corporation                    04-52559
      Clark Sprinkler Fabrication of Indiana, Inc.  04-52560

Type of Business: The Company provides a comprehensive line of
                  fire protection products, the highest quality
                  service and expert knowledge on fire protection
                  products. See http://www.clarksprinkler.com/

Chapter 11 Petition Date: October 1, 2004

Court: Eastern District of Missouri (St. Louis)

Judge: James J. Barta

Debtor's Counsel: Bonnie L. Clair, Esq.
                  Summers, Compton, Wells & Hamburg, PC
                  8909 Ladue Road
                  Saint Louis, Missouri 63124
                  Tel: (314) 991-4999
                  Fax: (314) 991-2413

                                  Total Assets       Total Debts
                                  ------------       -----------
Clark Group, Inc.                 $10 M to $50 M   $10 M to $50 M
Clark Sprinkler Fabrication of
   KC-MO, Inc.                  $500,000 to $1 M   $10 M to $50 M
Firefox Supply Corporation      $500,000 to $1 M   $10 M to $50 M
Clark Sprinkler Fabrication of
   Indiana, Inc.                $500,000 to $1 M    $1 M to $10 M


A.  Clark Group, Inc.'s 20 largest unsecured creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Allied Tube & Conduit         Trade Payable           $1,377,740
Department Ch 10415
Palatine, Illinois 60055

Tyco Fire Products            Trade Payable           $1,237,628
451 North Cannon Avenue
Lansdale, Pennsylvania 19446

Anvil International, Inc.     Trade Payable             $698,646
Department Ch Box 10414
Palatine, Illinois 60055-0414

State Pipe & Supply           Trade Payable             $279,878
File 55618
Los Angeles, California 90074

Hickman Pipe LLC              Trade Payable             $196,136
944 Indian Peak Road
Rolling Hills, CA 90274

Board Of Equalization         Sales Tax                 $169,643
PO Box 3360
Jefferson City, Missouri 65105

Ames Company, Inc.            Trade Payable             $134,133
PO Box 60601
Charlotte, NC 28260

Wheatland Tube Company        Trade Payable             $106,356


Bull Moose Tube Company       Trade Payable              $61,600
PO Box 955211
Saint Louis, Missouri 63195

Sierra Craft                  Trade Payable              $78,991

Spears Manufacturing Co.      Trade Payable              $77,055

Wilkins Regulator Co.         Trade Payable              $68,442

Elkhart Brass Mfg. Co.        Trade Payable              $57,771

System Sensor                 Trade Payable              $51,956

Pennsylvania Department of    Sales Tax                  $49,098
Revenue

Fire Protection Products      Trade Payable              $47,893

Fire Link                     Trade Payable              $47,645

Wilson Supply                 Trade Payable              $44,997

Kidde Fire Fighting           Trade Payable              $45,579

Water Products                Trade Payable              $43,730


B.  Clark Sprinkler Fabrication of KC-MO, Inc.'s 20 largest
    unsecured creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Allied Tube & Conduit         Trade Payable             $183,850
Department Ch 10415
Palatine, Illinois 60055

Hickman Pipe LLC              Trade Payable             $168,025
944 Indian Peak Road
Rolling Hills, CA 90274

Anvil International, Inc.     Trade Payable             $124,009
Department Ch Box 10414
Palatine, Illinois 60055-0414

Tyco Fire Products            Trade Payables             $65,990

Wheatland Tube Co             Trade Payable              $46,759

Ames                          Trade Payable              $27,130

Argco                         Trade Payable              $14,554

Mid-States Supply Co., Inc.   Trade Payable              $13,603

Wilkins                       Trade Payables             $10,779

Elkhart Manufacturing Co.     Trade Payable               $7,667

Spears                        Trade Payable               $6,678

Potter Electric Signal        Trade Payable               $5,653

Bavco                         Trade Payable               $5,601

Fire Protection Products Inc. Trade Payable               $5,092

Milwaukee Valve Co., Inc.     Trade Payable               $4,464

Missouri-Kansas Supply Co.    Trade Payable               $4,416

Spx Valves & Controls/Cbm     Trade Payable               $4,347

System Sensor                 Trade Payable               $4,093

Hot Box                       Trade Payable               $2,741

Iowa Fittings Company         Trade Payable               $2,553


C.  Firefox Supply Corporation's 19 largest unsecured creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Anvil International, Inc.     Trade Payable             $232,252
Department Ch Box 10414
Palatine, Illinois 60055-0414

Allied Tube & Conduit         Trade Payable             $178,711
Department Ch 10415
Palatine, Illinois 60055

Scott Sandbox                 Arbitration Case          $173,000
c/o Michael I. Leonard, Esq.
Meckler, Bulger & Tilson
123 North Wacker Drive
Suite 1800
Chicago, Illinois 60606

Tyco Fire Products            Trade Payables             $28,353

Elkhart Manufacturing Co.     Trade Payable              $16,122

Gladstone Group               Lessor of Premises         $13,749

Illinois Department of        Sales Tax                  $13,297
Revenue

Potter Electric Signal        Trade Payable               $6,265

Fire Protection Products Inc. Trade Payable               $4,167

Talco Fire Systems            Trade Payables              $2,435

Richmond & Associates, Inc.   Trade Payable               $1,725

Ames Company, Inc.            Trade Payable                 $829

Jenny Products                Trade Payables                $793

Milwaukee Valve Co., Inc.     Trade Payable                 $426

United Brass                  Trade Payables                $401

System Sensor                 Trade Payable                 $394

M K Morse Company             Trade Payable                 $321

Firematic Sprinkler Devices   Trade Payable                  $95

Larsens Manufacturing Co.     Trade Payable                  $58


D.  Clark Sprinkler Fabrication of Indiana, Inc.'s 20 largest
    unsecured creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Allied Tube & Conduit         Trade Payable             $172,903
Department Ch 10415
Palatine, Illinois 60055

Wheatland Tube                Trade Payable             $141,807
PO Box 92690
Chicago, Illinois 60675

Anvil International Inc.      Trade Payable              $96,272
Department Ch-Box 10414
Palatine, Illinois 60055-0414

Hickman Pipe LLC              Trade Payable              $93,760

Reliable Auto Spark/Lombar    Trade Payable              $18,743

Simplex Grinnell Fabrication  Trade Payable              $13,919
Plant

McJunkin Corporation          Trade Payable              $11,746

Ohio Department of Taxation   Sales Tax                  $10,301

Indiana Department of         Sales Tax                   $8,246
Revenue

Illinois Department of        Sales Tax                   $7,959
Revenue

Wilkins Regulator Co.         Trade Payable               $5,898

Threaded Rod Company          Trade Payable               $5,311

Ames Co., Inc.                Trade Payable               $4,727

Complete Finish               Trade Payable               $4,680

Argco                         Trade Payable               $3,858

Tyco Fire Products            Trade Payable               $2,296

R&R Pipe Valve                Trade Payable               $1,372

Comptroller of Maryland       Sales Tax                   $1,164

State of Michigan             Sales Tax                     $929
Department of Treasury

Napac Inc.                    Trade Payable                 $826


CLEARLY CANADIAN: Extends Funding Under Quest Capital Bridge Loan
-----------------------------------------------------------------
Clearly Canadian Beverage Corporation (OTCBB:CCBC) (TSX:CLV) has
elected to extend its loan facility with Quest Capital Corp.

As referred to in Clearly Canadian's previous news releases, the
Company acquired bridge loan funding in the amount of
Cdn$1,350,000 from Quest Capital Corp. The bridge loan was for an
initial term of 6 months (maturing October 4, 2004) with the
Company having the right to extend the loan for a further 6
months. During the initial 6 months of the loan, the Company paid
down the loan by Cdn $685,253, thus leaving the current principal
balance of Cdn$664,747 which, as a result of the extension, will
now be due on April 4, 2005. As consideration for the extension of
the loan, Clearly Canadian has issued 370,000 shares to Quest
Capital Corp. Of these, 202,500 shares are held in escrow and will
be returned to the Company for cancellation if the bridge loan has
been repaid in full on or before November 18, 2004.

Concurrently with the extension of the Quest loan, a separate loan
provided to the Company by certain directors and officers for
Cdn$500,000 has also been extended for a further 6 months
(maturing April 4, 2005). In connection with such extension, the
Company will issue an aggregate of 165,000 shares to the directors
and officers who provided such loan facility.

At this time, the Company is also pursuing additional private
financing to support the Company's operations and to allow for
more aggressive marketing and selling efforts for its beverage
products, and thereafter, the Company may also still proceed with
a public offering of its securities.

                     About Clearly Canadian

Based in Vancouver, British Columbia, Clearly Canadian markets
premium alternative beverages, including Clearly Canadian(R)
sparkling flavored water, Clearly Canadian O+2(R) oxygen-enhanced
water beverage and Tre Limone(R) sparkling lemon drink which are
distributed in the United States, Canada and various other
countries. Additional information on Clearly Canadian may be
obtained on the world wide web at http://www.clearly.ca/

                          *     *     *

                       Going Concern Doubt

In its Form 20-F for the fiscal year ended December 31, 2003,
filed with the Securities and Exchange Commission, Clearly
Canadian Beverage Corporation reported a working capital deficit
of $2,660,000 at December 31, 2003, compared to a working capital
surplus of $24,000 at December 31, 2002.

Due to the Company's recurring losses from operations, net deficit
and lack of working capital for the Company's planned business
activities, there is substantial doubt as to the Company's ability
to continue as a going concern.

The Company has recognized the decrease in working capital and
cash resources in recent years and has taken steps intended to
improve its working capital position. In that respect, in 2001 the
Company appointed McDonald Investments Inc. as its investment
banker and financial advisor to evaluate various strategic
options, including possible divestitures of certain assets as well
as acquisition opportunities. To this end, in April 2001, the
Company's U.S. subsidiary, CC Beverage, completed the sale of its
home and office water business assets. The total sales proceeds
were $4.8 million, which was used to pay down certain debt
obligations and improve the Company's working capital position.
Also, in February 2002, the Company's U.S. subsidiary, CC
Beverage, finalized the sale of certain production facility assets
and a bottling plant lease located in Burlington, Washington, as
well as its Cascade Clear water business and its private label co-
pack business to Advanced H2O, Inc. of Bellevue, Washington. AH2O
acquired CC Beverage's production facility assets for $4,348,600,
which purchase price included $2,130,000 in cash, the assumption
of long-term indebtedness of approximately $2,155,000 and the
assumption of certain capital equipment leases of $63,600. The
proceeds from the sale of the various assets to AH2O were used for
general working capital purposes, to reduce debt and to provide
additional funding for the marketing and distribution of the
Company's beverages.


COVANTA ENERGY: Oct. 26 Fixed as Administrative Claims Bar Date
---------------------------------------------------------------
As previously reported, Covanta Lake II, Inc., asked the United
States Bankruptcy Court for the Southern District of New York to
establish a deadline for filing administrative claims against its
estate.

Covanta Lake II proposes 5:00 p.m., prevailing Eastern Time on
October 20, 2004, to be the last date upon which all applications
for:

   (a) actual and necessary costs and expenses incurred pursuant
       to Sections 503(b), 507(a)(1), 507(b) or 1114(e)(2) of
       the Bankruptcy Code; or

   (b) any substantial contribution claim by any creditor or
       party-in-interest for reasonable compensation for services
       rendered pursuant to Sections 503(b)(3), (4), or (5),

must be filed with the Bankruptcy Court.

Administrative Expense Claims exclude:

   * claims for fees by the United States Trustee;

   * postpetition trade liabilities incurred and payable in the
     ordinary course of business by Covanta Lake II; or

   * fees and expenses incurred by:

     -- retained professionals;

     -- persons that Covanta Lake II employs or those who serves
        as its independent contractors in connection with its
        reorganization efforts; or

     -- fees and expenses incurred by Southeast Bank, National
        Association, the indenture trustee for the Series 1993A
        Recovery Industrial Development Refunding Revenue Bonds
        issued by Lake County, Florida, under an Indenture Trust
        dated October 1, 1993.

                           *     *     *

Judge Blackshear sets October 26, 2004, as Covanta Lake II,
Inc.'s Administrative Expense and Substantial Contribution Claims
Bar Date.

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


CWMBS INC: Fitch Places B Rating on Class 1-B3 Trust Certificate
----------------------------------------------------------------
CWMBS, Inc.'s reperforming loan REMIC trust certificates, series
2004-R1, are rated:

     -- Classes 1A-F, 1A-S, 2A, 3A, and PT (senior certificates,
        $599,537,011) 'AAA';

     -- Classes 1M ($2,588,000) and 2M ($1,433,000) 'AA';

     -- Classes 1B-1 ($2,189,000) and 2B-1 ($1,211,000) 'A';

     -- Classes 1B-2 ($1,792,000) and 2B-2 ($1,212,000) 'BBB';

     -- Privately offered class 1-B3 ($2,986,000) 'B'.

The 'AAA' rating on the classes 1A-F and 1A-S senior certificates
reflects the 3.00% subordination provided by:

          * the 0.65% class 1M,

          * the 0.55% class 1B-1,

          * the 0.45% class 1B-2,

          * the 0.75% privately offered class 1B-3,

          * the 0.25% privately offered class 1B-4 (not rated by
            Fitch), and

          * the 0.35% privately offered class 1B-5 (not rated by
            Fitch).

Collectively, these classes represent the Category One pool.  The
'AAA' rating on the classes 2A, 3A, and PT senior certificates
reflects the 3.15% subordination provided by:

          * the 0.65% class 2M,

          * the 0.55% class 2B-1,

          * the 0.55% class 2B-2,

          * the 0.45% privately offered class 2B-3 (not rated by
            Fitch),

          * the 0.40% privately offered class 2B-4 (not rated by
            Fitch), and

          * the 0.55% privately offered class 2B-5 (not rated by
            Fitch).

Collectively, these classes represent the Category Two pool.  In
addition, the ratings on the certificates reflect the quality of
the underlying mortgage collateral, strength of the legal and
financial structures, and the master servicing capabilities of
Countrywide Home Loans Servicing LP (Countrywide Servicing), rated
'RMS2+' by Fitch, a direct wholly owned subsidiary of Countrywide
Home Loans, Inc.

The certificates represent an ownership interest in a group of
reperforming, fully amortizing mortgage loans.  The pool consists
of fixed-rate mortgage loans totaling $618,421,552, as of the cut-
off date, September 1, 2004, secured by first liens on one- to
four-family residential properties.  The loans are insured by the
Federal Housing Administration or partially guaranteed by the U.S.
Department of Veterans Affairs or the Rural Housing Service.

As of the cut-off date of September 1, 2004, the Category One
mortgage loans had a weighted average coupon -- WAC-- of 7.027%,
weighted average remaining term -- WAM -- of 310 months, and an
average principal balance of $87,369.

The Category One loans represent 82.1% FHA insured loans and 14.6%
and 3.3% VA- and RHS- guaranteed, respectively.  The three states
that represent the largest portion of mortgage loans for Category
One are:

          * Texas (11.5%),
          * Florida (7.7%), and
          * Georgia (6.5%).

As of the cut-off date of Sept. 1, 2004, the Category Two mortgage
loans had a weighted average coupon -- WAC -- of 7.138%, weighted
average remaining term -- WAM -- of 307 months, and an average
principal balance of $89,364.  The Category Two loans represent
85.2% FHA insured loans and 14.8% VA guaranteed loans.

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

          * Texas (14%),
          * Georgia (6.6%), and
          * California (6.2%).

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

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as a real estate
mortgage investment conduit -- REMIC.


DEL GLOBAL: Inks Final Settlement Pact Resolving RFI Investigation
------------------------------------------------------------------
Del Global Technologies Corp. entered into a settlement agreement
on September 30, 2004 with the U.S. Government regarding
settlement of the civil and criminal aspects of the previously
announced U.S. Department of Defense investigation of Del Global's
subsidiary, RFI Corporation.

In connection with this settlement, Del Global paid fines and
restitution to the U.S. Government of $5.0 million and RFI will
enter this week a criminal guilty plea to a single count
conspiracy charge pursuant to the settlement agreement. The
settlement is subject to court approval. There can be no assurance
that the court will approve the settlement.

In addition, Del Global has engaged in negotiations with the
Defense Logistics Agency, its primary government customer,
regarding Del Global's present responsibility and its ability to
continue to contract with the U.S. Government. Del Global is
hopeful that an administrative resolution of this issue can be
achieved that would allow Del Global to continue doing business
with the Government. No assurance can be given that Del Global and
the Defense Logistics Agency will be able to resolve the issue in
this manner. In addition, Del Global and the U.S. Government must
execute a written compliance agreement. No assurance can be given
that the Company and the U.S. Government will enter into any such
agreement.

Walter F. Schneider, President and CEO of Del Global, commented,
"We are delighted to bring this matter to a close and, in doing
so, remove another layer of investor uncertainty."

                           Asset Sales

In addition, Del Global reported on the progress of the previously
announced strategic alternatives review.  Del Global said it has
sold its High Voltage Power business to Spellman High Voltage
Electronics Corporation for a purchase price of approximately
$3.1 million, plus the assumption of approximately $0.8 million of
liabilities. This sale was completed on October 1, 2004.

Del Global has signed a non-binding letter of intent with a
financial buyer for the sale of Del Global's RFI Corporation
subsidiary and has signed a non-binding letter of intent with a
financial buyer for the sale of Del Global's Medical Systems
Group. Del Global intends to call a special meeting of
stockholders to seek approval under New York law for the sale of
the Medical Systems Group in the event a definitive agreement is
entered into for such sale. There can be no assurance that these
non-binding letters of intent will result in the consummation of
the sale of RFI or the Medical Systems Group or that the strategic
alternatives process initiated by Del Global will lead to any
other transactions.

Del Global may seek stockholder approval of a plan of liquidation,
however, the Board of Directors of Del Global has not yet approved
any plan of liquidation. Any proceeds that may be received by
stockholders of Del Global as a result of any plan of liquidation
may be greater or less than the current market price of the common
stock of Del Global.

                        About the Company

Del Global Technologies Corp. is primarily engaged in the design,
manufacture and marketing of cost-effective medical imaging and
diagnostic systems consisting of stationary and portable x-ray
systems, radiographic/fluoroscopic systems, dental imaging systems
and proprietary high-voltage power conversion subsystems for
medical and other critical industrial applications. Through its
RFI subsidiary, Del Global manufactures electronic filters, high
voltage capacitors, pulse modulators, transformers and reactors,
and a variety of other products designed for industrial, medical,
military and other commercial applications.


DENNINGHOUSE INC: CCAA Monitor Says It's Found a Buyer
------------------------------------------------------
Denninghouse Inc. (TSX: DEH), operator of Buck or Two and Quebec-
based Dollar Ou Deux stores across Canada, said the CCAA Monitor,
RSM Richter, has now identified what it believes to be the best
offer for Denninghouses's franchise operations.

Neither Denninghouse nor RSM Richter identified the stalking-horse
bidder for the 300-store retail chain.

On August 16, 2004, the Ontario Superior Court of Justice
issued an order granting the Company protection pursuant
to the Companies' Creditors Arrangement Act. RSM Richter Inc. was
appointed the CCAA Monitor.

Pursuant to a sale process approved by the terms of the Initial
Order, prospective buyers were required to submit offers to the
Monitor by September 20, 2004. The Monitor received a number of
offers by the deadline. On September 27, 2004, the Monitor made a
recommendation to the Independent Board of Directors as to the
best offer and following consideration of the key aspects of the
various offers; the Independent Board confirmed its agreement
with the Monitor's recommendation.

The Monitor intends to work with the party that submitted this
offer over the next several weeks to close a transaction. The
Monitor has advised that the prospective purchaser's offer, as
currently drafted, envisions that the entire franchise network
would be acquired and continued. This process includes seeking the
Court's approval of the recommended transaction. Obtaining the
Court's approval and closing the transaction is projected to
take three to four weeks.

For further information about the sale process, contact:

     Adam Zalev
     RSM Richter Inc.
     Telephone (416) 932-6005

        - or -

     William (Bill) Thomas
     Executive Vice President & Chief Financial Officer
     Denninghouse Inc
     Telephone (905) 738-3180
     wthomas@denninghouse.com

The results of the Court approved sales process has revealed a
range of values for the assets of the Company which suggest that
there is no value to support equity in the Company, taking into
account its outstanding liabilities to its creditors.

                      About Denninghouse Inc.

Denninghouse Inc. operates stores in 10 provinces under the Buck
or Two, Dollar Ou Deux banners. The stores sell thousands of
items, generally at fixed price points of $2.00 or less with
selective value items above $2.00, and offer wide categories of
products and everyday items at value prices.  The Company and
certain of its subsidiaries has voluntarily sought and obtained
protection pursuant to the Companies' Creditors Arrangement Act on
Aug. 16, 2004. RSM Richter Inc. (Richter) was appointed the CCAA
Monitor.


EAGLEPICHER HOLDINGS: Revises Full F.Y. 2004 Earnings Guidance
--------------------------------------------------------------
EaglePicher Holdings, Inc. and EaglePicher Incorporated are
revising downward their earnings guidance for the second half and
full fiscal year 2004. EaglePicher expects to generate revenues of
between $710 and $715 million for the year ended November 30,
2004, $5 to $10 million below its prior guidance, and Adjusted
EBITDA of $86 to $90 million, down from its prior guidance of $96
to $100 million. In addition, its Net Debt for its full fiscal
year is expected to be $395 to $405 million, up from its prior
forecast of $375 to $380 million.

On a preliminary, unaudited basis, third quarter revenues were
$179 million, $2 million above prior guidance, and third quarter
Adjusted EBITDA was $18.3 million, down $2.2 million from prior
guidance of $20.5 million. Net Debt as of August 31, 2004 is
expected to be approximately $402 million.

The lower than expected third quarter and forecasted full year
Adjusted EBITDA amounts are primarily due to:

     (i) further delays and operational issues in starting up its
         China sourcing network and closing two U.S. production
         facilities in its Hillsdale Segment;

    (ii) recently announced fourth quarter production cutbacks by
         U.S.  automotive OEM's, and additional significant metal
         price increases in the third quarter, which are expected
         to continue through the end of its fiscal year, impacting
         its Hillsdale and Wolverine segments;

   (iii) temporary hurricane related plant closures in its
         Wolverine segment;

    (iv) additional losses in its EaglePicher Horizon joint
         venture due to the continued delay in launching its
         product line;

     (v) delays in implementing automated battery production
         capacity that are impacting sales and operational
         efficiency in its Power segment; and

    (vi) higher severance and legal expenses.

The increase in forecasted Net Debt is due to the lower forecasted
earnings described above and the delays in reducing inventory
bottlenecks in its Power segment due to the unavailability of the
planned automation production capacity.

                    Further Information and
                Q3 2004 Earnings Conference Call

The Company will be filing its third quarter Form 10-Q on or about
October 15, 2004, which will contain a more detailed discussion of
its financial condition and results of operations and Management's
Discussion and Analysis of Financial Condition and Results of
Operations.

On Wednesday October 20, 2004, EaglePicher will also host a
conference call to discuss its progress and performance for the
quarter and the outlook for the future, followed by a question and
answer session. The conference call, which will include forward-
looking statements, is scheduled to begin at 11:00 am Eastern Time
(8:00 am Pacific). The conference call may be accessed by dialing
(888) 288-0246 or +1 (706) 679-3901 for international callers a
few minutes prior to the scheduled start time. Callers should ask
for the EaglePicher Third Quarter Investor Call hosted by Tom
Scherpenberg, Vice President and Treasurer.

A copy of the presentation materials will also be available on its
internet web site prior to the start of the call at
http://www.eaglepicher.com/under About EaglePicher / Investor
Relations / Presentations / Q3 2004 Investor Call Presentation. A
replay of the conference call will be available following the
call. The replay can be accessed by dialing (800) 642-1687 or +1
(706) 645-9291 for international callers. The conference ID number
for the replay is 1307540.

                        About the Company

EaglePicher Incorporated, founded in 1843 and headquartered in
Phoenix, Arizona, is a diversified manufacturer and marketer of
innovative, advanced technology and industrial products and
services for space, defense, environmental, automotive, medical,
filtration, pharmaceutical, nuclear power, semiconductor and
commercial applications worldwide. The company has 4,000 employees
and operates more than 30 plants in the United States, Canada,
Mexico, the U.K. and Germany. Additional information on the
company is available on the Internet at
http://www.eaglepicher.com/

EaglePicher Holdings, Inc. is the parent of EaglePicher
Incorporated. EaglePicher(TM) is a trademark of EaglePicher
Incorporated.

At May 31, 2004, EaglePicher Holdings' balance sheet showed an
$89,680,000 stockholders' deficit, compared to a deficit of
$90,207,000 at November 30, 2003.


ENRON CORP: Vitro Wants $1 Million Admin. Expense Claim Paid
------------------------------------------------------------
Vitro Corporativo, S.A. de C.V. and Enron North America are
parties to an ISDA Master Agreement dated as of February 6, 2001.
Vitro and ENA entered into several swap, option and other
financially settled derivative transactions.

Enron Corp. guaranteed ENA's obligations to Vitro under the
Transactions pursuant to:

    (a) a Guaranty Agreement dated as of February 6, 2001, in the
        amount of $10,000,000; and

    (b) an amended Guaranty Agreement dated as of May 24, 2001, in
        the amount of $25,000,000.

Robin Keller, Esq., at Stroock & Stroock & Lavan, LLP, in New
York, tells the Court that Enron and ENA benefited significantly
from the Transactions, which would not have occurred without the
guarantees from Enron to Vitro.  Enron and ENA entered into the
Transactions as part of their continuing trading business and it
was against this business that Enron and ENA were able to borrow
billions of dollars during the critical summer before the
bankruptcy filings.  Enron and ENA received substantial amounts
from Vitro on those Transactions when the market favored Enron;
however, when Enron and ENA filed petitions under Chapter 11 on
December 2, 2001, they owed Vitro more than $15 million, on which
they will pay pennies on the dollar.  "Although Vitro cannot say
with certainty without discovery, it is likely, given the nature
of Enron's energy trading business, that Enron had hedged the
Transactions in their entirety and in fact suffered no economic
loss from the Transactions even though Vitro asserts claims in
the bankruptcy," Mr. Keller says.

Following the bankruptcy filings of Enron and ENA, Vitro
terminated all outstanding Transactions under the Master
Agreement and calculated its gains, losses and costs with respect
to the Transactions.

On October 11, 2002, Vitro filed:

    (i) Proof of Claim No. 11291 against Enron under the Guaranty
        Agreements for $16,350,168, plus unliquidated fees and
        expenses, and for additional amounts "as a result of the
        fraudulent inducement and misrepresentations of Enron";
        and

   (ii) Proof of Claim No. 11292 against ENA for $16,350,168, plus
        unliquidated fees and expenses, and for additional amounts
        "arising as a result of fraudulent inducement and
        misrepresentations by and acts and omissions by debtor".

Following the bankruptcy filings, Enron and ENA contacted Vitro,
and initiated a process seeking to resolve disputes over the
termination damages asserted by Vitro, and to liquidate Vitro's
claims.  After an exchange of information and negotiations over a
period of many months, Vitro, Enron and ENA entered into a Letter
Agreement dated August 26, 2003, pursuant to which the parties
agreed, that Vitro would have allowed claims totaling $15,780,283
with respect to both the Enron Proof of Claim and the ENA Proof
of Claim.

Under the Settlement Agreement, Enron and ENA explicitly agreed:

    "To implement the foregoing, each of ENA and EC [Enron] shall:
    (i) submit a filing to the Bankruptcy Court in the form of an
    Omnibus Objection pursuant to which each respective Proof of
    Claim is reduced to $15,780,282.94; and (ii) agree not to
    object to such amount but to allow it.  It is understood that
    the aggregate amount to be received by Vitro with respect to
    the Proofs of Claim cannot exceed $15,780,282.94."

After the execution of the Settlement Agreement, Vitro assigned
all of its right, title and interest in the Proofs of Claim to
Stonehill Institutional Partners, L.P., and Stonehill
Institutional Management, LLC, under an Assignment of Claim
Agreement dated October 4, 2003.  Notices of Transfer of Claims
were properly filed by Stonehill.  Under the terms of the
Assignment Agreement, Vitro represented and warranted to
Stonehill that those claims were "valid unsecured claims, not
subject to any right or claim of set-off, reduction, recoupment,
avoidance, disallowance, subordination, preference, or any other
defense of any kind that has been asserted by [the] Debtors or
any other party to reduce the amount of the Claim or to impair
its value," a logical conclusion to draw given months of
discussion regarding the Allowed Claims with Enron's claims
resolution representatives and senior officers.

Vitro further agreed that, until the Settlement Agreement was
approved by the Court, "to the extent the Claim is disallowed,
reduced, impaired, subordinated, or not paid when other pari
passu claims against the Debtors are paid" that Vitro would be
liable to Stonehill for "proportional repayment of the above
Purchase Price."  In the event the Settlement Agreement was not
approved by the Court after a certain point, Vitro was obligated
to repay the Purchase Price or a portion of the Purchase Price
within ten business days after receipt of Stonehill's written
request.  Repayment was to include interest from the date of
demand by Stonehill for repayment through the date that repayment
was made.

Subsequently, on December 1, 2003, with no prior notice or
contact of any kind, Enron filed suit against Vitro and
Stonehill, seeking to avoid the Guarantee Agreements as
fraudulent transfers.  The effect of the action, if successful,
would be the complete disallowance of the Enron Proof of Claim,
which would require Vitro to refund all or a portion of the
purchase price to Stonehill.  In fact, in a letter dated
August 10, 2004, Stonehill has given notice to Vitro that if
Enron's lawsuit is not resolved promptly, it plans to demand
repayment of the greater of:

    (i) $1,067,976, representing the percentage of the purchase
        price attributable to the reduced or disallowed portion of
        the Enron Allowed Claim, and

   (ii) damages equal to the cost to Stonehill of purchasing a
        similar guaranty claim not subject to defects.

Vitro and Stonehill timely answered the complaint, and Vitro
asserted a counterclaim, stating that Enron breached its
postpetition agreement by:

    (a) failing to submit the Enron Settlement Agreement to the
        Bankruptcy Court for approval;

    (b) failing to "submit a filing to the Bankruptcy Court in the
        form of an Omnibus Objection pursuant to which each
        respective Proof of Claim is reduced to $15,780,282.94";
        and

    (c) reneging on its promise, with respect to the Enron Allowed
        Claim, to "agree not to object to such amount but to allow
        it."

"Given that the Reorganization Plan has been approved and
distributions are projected to commence as soon as this year, and
given that there is no real dispute over the validity and amount
of Vitro's claims except for a meritless attack on the Enron
Guaranty, and given that Vitro sought to obtain a prompt recovery
through sale of its claims based on a reasonable and appropriate
reliance on Enron's settlement of the claims and its obligation
to proceed in good faith to confirm that settlement, [the] Court
must exercise its equitable powers to compensate Vitro for injury
suffered as a result of Enron's postpetition wrongdoing," Mr.
Keller asserts.  Vitro does not ask the Court to compel Enron and
ENA to perform on the settlement, but simply to compensate Vitro
for the loss it has suffered as a result of Enron's breach of its
obligation to move forward to confirm the settlement it agreed
to.

By this motion, Vitro asks Judge Gonzalez to allow it an
administrative expense claim of not less than $1.067 million,
plus out-of-pocket legal and other costs in an amount to be
determined, and direct immediate payment of that amount to Vitro.

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)


ENTERPRISE PRODUCTS: Closes $2 Billion Private Debt Placement
-------------------------------------------------------------
Enterprise Products Partners L.P.'s (NYSE:EPD) operating
subsidiary, Enterprise Products Operating L.P., has closed on the
Rule 144A private placement of $2.0 billion of senior unsecured
notes. The net proceeds of approximately $1.98 billion were used
to reduce the amount of debt outstanding under Enterprise
Operating's $2.25 billion 364-day revolving acquisition credit
facility that was used to partially fund the merger with GulfTerra
Energy Partners, L.P. on September 30, 2004. The amount of credit
commitments under the acquisition credit facility was permanently
reduced by the amount of the net proceeds.

The $2.0 billion of debt securities were issued in four separate
series:

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


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

Enterprise Products Partners L.P. is the second largest publicly
traded energy partnership with an enterprise value of
approximately $14.0 billion, and is a leading North American
provider of midstream energy services to producers and consumers
of natural gas, NGLs and crude oil. Enterprise transports natural
gas, NGLs and crude oil through 31,000 miles of onshore and
offshore pipelines and is an industry leader in the development of
midstream infrastructure in the Deepwater Trend of the Gulf of
Mexico. Services include natural gas transportation, gathering,
processing and storage; NGL fractionation (or separation),
transportation, storage, and import and export terminaling; crude
oil transportation and offshore production platform services. For
more information, visit Enterprise on the Web at
http://www.epplp.com/

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 24, 2004,
Standard & Poor's Rating Services affirmed its 'BB+' corporate
credit rating on Enterprise Products Partners L.P.

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

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

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

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

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

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

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


EXIDE TECHNOLOGIES: Angelo Gordon Discloses 6.9% Equity Stake
-------------------------------------------------------------
Angelo, Gordon & Co., L.P., Michael L. Gordon and John M. Angelo
beneficially own 1,667,604 shares of the common stock of Exide
Technologies, representing 6.9% of the outstanding common stock of
Exide. The firm holds sole voting and dispositive powers, while
Mr. Gordon and Mr. Angelo share voting and dispositive powers over
the stock held.

John M. Angelo, holds the stock in his capacities as a general
partner of AG Partners, L.P., the sole general partner of Angelo,
Gordon, and as the chief executive officer of Angelo, Gordon; and
Michael L. Gordon, holds the stock in his capacities as the other
general partner of AG Partners, L.P., the sole general partner of
Angelo, Gordon, and as the chief operating officer of Angelo,
Gordon.

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


FOSTER WHEELER: Appoints Franco Anselmi CEO of Asian Operations
---------------------------------------------------------------
Foster Wheeler Ltd. (OTCBB:FWLRF) named Franco Anselmi as chief
executive officer of Foster Wheeler Asia Pacific, effective
November 1, 2004.

Mr. Anselmi will succeed Gareth Attwood, who will be assuming the
position of senior project director on one of Foster Wheeler's
major international projects.

"The Asia Pacific region has always been a key market for Foster
Wheeler, where we have built an impeccable track record for
executing safe, successful projects," said Raymond J. Milchovich,
chairman, president and CEO of Foster Wheeler Ltd. "Franco will
provide the experience and leadership to deliver the company's
full potential in this region."

Mr. Anselmi most recently has been responsible for project
management, process design, engineering, procurement and
construction in the company's execution centers in Italy, France,
Spain and Turkey as director of contract operations for Foster
Wheeler Continental Europe. He also has extensive project
execution experience gained as project director for major projects
in Europe and Asia. In the late 1980s, Mr. Anselmi established
Foster Wheeler's Singapore operation, which has gone on to develop
a reputation for EPC project execution excellence, and he served
as its managing director for four years. He holds a degree in
chemical engineering.

"Gareth has been instrumental in guiding the development of our
Thailand operations into one of the region's largest and most
cost-effective EPC operations," said Mr. Milchovich. "During the
last year, Gareth has led the establishment of Foster Wheeler Asia
Pacific, which has combined our engineering centers in Thailand,
Singapore, Malaysia and China under one leadership, fully focused
on providing clients in this strategically important region with a
complete, cost-effective and responsive local service. We are
grateful to him for his excellent work."

                        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.


GALEY & LORD: U.S. Trustee Meeting with Creditors on Oct. 28
------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Galey &
Lord, Inc., and its debtor-affiliates' creditors at 12:00 p.m., on
October 28, 2004, at the Office of the U.S. Trustee, The Forum,
Room 1-D, 2 Government Plaza, Rome, Georgia 30162. This is the
first meeting of creditors required under U.S.C. Sec 341(a) in all
bankruptcy cases.

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

Headquartered in 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.


GLOBALSTAR CAPITAL: Reminds Noteholders Rights Expire on Oct. 12
----------------------------------------------------------------
Globalstar Capital Corp. reminds holders of Series A Rights and
Series B Rights that such rights must be exercised, if at all, on
or prior to 4:00 p.m., New York City time on October 12, 2004. If
Series A Rights and Series B Rights are held in the name of a
broker or other nominee, the broker or nominee may have set an
earlier deadline.

On June 17, 2004, the United States Bankruptcy Court for the
District of Delaware confirmed the First Modified Fourth Amended
Joint Plan Under Chapter 11 Bankruptcy of Globalstar, L.P. and its
subsidiaries GCC, Globalstar Services Company, Inc., and
Globalstar, LLC. The Plan, a copy of which is posted on
http://www.globalstar.com/became effective on June 29, 2004.

Globalstar LLC (formerly known as New Operating Globalstar LLC), a
Delaware limited liability company, has previously acquired the
assets of the Debtors and now operates the business previously
operated by the Debtors. Pursuant to the Plan, holders of allowed
general unsecured claims may be entitled to purchase additional
membership interest units in New Globalstar through the exercise
of Series A Rights and Series B Rights.

Series A Rights are exercisable to purchase, in the aggregate,
1,512,000 membership interest units for $8.0 million. Series B
Rights are exercisable to purchase, in the aggregate, 250,000
membership interest units for $4.0 million. A summary of the
Series A Rights and Series B Rights can be found on pages 43-48 of
the Disclosure Statement, a copy of which is posted on
http://www.globalstar.com/

Questions regarding the exercise of Series A Rights or Series B
Rights may be directed to:

     Cory Branden
     Wells Fargo
     Telephone 612-316-2335

Forms for the exercise of Series A Rights and Series B Rights are
available at http://www.globalstar.com/

                        About the Company

Globalstar is the world's most widely used global mobile satellite
telecommunications service, offering both voice and data services
from virtually anywhere in over 100 countries around the world.

The Debtors filed for chapter 11 protection on February 15, 2002
(Bankr. Del. Case No. 02-10504-PJW).  The Honorable Peter J. Walsh
confirmed Globalstar's First Modified Fourth Amended Joint Plan on
June 17, 2004, and the company emerged from chapter 11 on June 29,
2004.  Paul Leake, Esq., and Scott J. Friedman, Esq., at Jones Day
and Brendan Linehan Shannon, Esq., at Young Conaway Stargatt &
Taylor, LLP, represented the Debtors in their restructuring.


GNI GROUP: Court Denies Employment Application to Teach a Lesson
----------------------------------------------------------------
Randy W. Williams, the Chapter 7 Trustee overseeing the
liquidation of The GNI Group, Inc., and its debtor-affiliates,
filed a routine application to employ am auctioneer in connection
with the sale of a parcels of real estate located in Harris
County, Texas.

                   A Lesson About Rule 2014

The Honorable Wesley W. Steen denied the request, without
prejudice, and took the opportunity to teach the parties about
what Rule 2014 of the Federal Rules of Bankruptcy Procedure
requires.  The text of Judge Steen's Order reads:

      The trustee has filed an application to approve
   employment of a professional.

      Rule 2014(a) of the Federal Rules of Bankruptcy
   Procedure requires certain disclosures in BOTH (i) the
   application to employ, and (ii) the verified statement
   accompanying the application. The specific language of
   the rule is:

      The application shall state . . . to the best of the
      applicant's knowledge, all of the person's
      connections with the debtor, creditors, any other
      party in interest, their respective attorneys and
      accountants, the United States trustee, or any person
      employed in the office of the United States trustee.
      The application shall be accompanied by a verified
      statement of the person to be employed setting forth
      the person's connections with the debtor, creditors,
      any other party in interest, their respective
      attorneys and accountants, the United States trustee,
      or any person employed in the office of the United
      States trustee.

      The Court has reviewed the applicable documents in
   this case and cannot conclude that the proper disclosure
   has been made. The application contains the appropriate
   disclosures, but the verified statement does not include
   all of the required disclosures. Therefore, the
   application is DENIED without prejudice to filing an
   amended motion with the proper disclosure of all
   connections between the applicant and the debtor,
   creditors, any other party in interest, their attorneys
   and accountants, and the United States Trustee or any
   person employed in the office of the United States
   Trustee.

      The Court strongly recommends that both the
   application to employ and the accompanying verified
   statement use the precise language of the rule. Attempts
   to use variations of that language are usually
   inadequate:

      * Reference to "no adverse interest" etc. (the
        statutory test) is inadequate because the FRBP
        require disclosure of "connections," leaving to the
        court the conclusion of whether a "connection"
        connotes an "adverse interest."

      * Many applications fail to disclose whether there
        are connections with debtors or creditors'
        attorneys and accountants.

      * Substitution of language (such as disclosing
        "professional relationships" instead of
        "connections") is insufficient because the former
        is not as broad as the disclosure required by the
        rule.

      The only failsafe language is the language of the
   rule, such as:

      "To the best of the Applicant's [or Professional's]
      knowledge, there are no connections . . . [insert
      precise language of rule] . . . EXCEPT . . .

      Therefore the application is denied without prejudice
   for failure to comply with Rule 2014. Counsel should
   consider amending his forms to track the language of the
   rule precisely and reapplying immediately.

                            *   *   *

                 Back to GNI Group's Liquidation

The two Harris County parcels the trustee wants to sell are owned
by Gulf Nuclear, Inc., and located at:

    * 202 Medical Center Boulevard and

    * 9320 Tavenor Road.

Hospital Corporation of America has offered $60,000 for the
Medical Center property.  The Trustee wants to hire Venuebid,
Inc., dba Tranzon VenueBid in Houston as his broker.  The Trustee
doesn't have any bids for the Tavenor property.

The United States Environmental Protection Agency advised the
Trustee on Feb. 25, 2004, that all radioactive material on these
two parcels has been removed and all clean-up work is completed.
If the Trustee can sell these properties, the Debtors cases can be
closed.  The Trustee abandoned all of Gulf Nuclear, Inc.'s other
real estate assets because those properties were contaminated with
radioactive material.

The GNI Group, Inc., and six debtor-affiliates filed for chapter
11 protection on September 12, 2000 (Bankr. S.D. Tex. Case No. 00-
38458).  On September 17, 2004, the Debtors converted their cases
to chapter 7 liquidation proceedings and Randy W. Williams, Esq.,
at Thompson & Knight LLP, was appointed as the Chapter 7 Trustee.
On Sept. 20, 2001, the Bankruptcy Court approved a sale of most of
the estates' assets to the so-called Lyons Entities, with the
exception of assets belonging to Gulf Nuclear of Louisiana, Inc.
GNI reported $68,590,000 in assets and $43,700,000 in liabilities
when it sought bankruptcy protection.


GOLF TRUST: Amex Accepts Plan to Remedy Recent Filing Delinquency
-----------------------------------------------------------------
Golf Trust of America, Inc. (AMEX:GTA) received a letter from the
American Stock Exchange on September 30, 2004, notifying the
Company that it was not in compliance with Section 1003(d) of the
Amex Company Guide. The Amex Letter noted that the Company had not
filed by amendment to its July 29, 2004 Form 8-K certain required
financial statements and pro forma financial information by its
due date, September 28, 2004.

The Amex Letter acknowledged receipt of a plan of compliance and
supporting documentation submitted by the Company pursuant to Amex
Company Guide Section 1009 and stated that Amex had determined
that, in accordance with Section 1009 of the Amex Company Guide,
the Plan makes a reasonable demonstration of the Company's ability
to regain compliance with the continued listing standards by the
end of the Plan period, which Amex determined to be November 15,
2004. Consequently, the Amex Letter stated that the Company's
listing on Amex is being continued pursuant to an extension,
subject to certain conditions, including, among others, ongoing
communication with Amex and periodic review of the Company's
compliance with the Plan by Amex. The Amex Letter stated that by
November 15, 2004, the Company must be in compliance with Amex's
continued listing standards by amending the July Form 8-K to
include the financial statements and pro forma information
respecting the Innisbrook Resort. Additionally, the Amex Letter
noted that failure to regain compliance by November 15, 2004,
would likely result in the Amex staff initiating delisting
proceedings pursuant to Section 1009 of the Amex Company Guide.
Further, Amex stated that notwithstanding the terms of the Amex
Letter, Amex may initiate delisting proceedings as appropriate in
the public interest, and that Amex may also initiate delisting
proceedings in the event that the Company does not show progress
consistent with the Plan.

                        About the Company

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

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 30, Golf
Trust of America, Inc. expects that the filing of its amended Form
8-K relating to the Westin Innisbrook Golf Resort will be delayed.

The Company filed a Form 8-K on July 29, 2004, describing certain
events related to the settlement of a number of issues involving
the Resort. As described in that Form 8-K, a subsidiary of the
Company took ownership of the Resort pursuant to a settlement
agreement among the parties as described therein following the
default of Golf Host Resorts, Inc., on the $79 million loan made
by Golf Trust of America, L.P., an affiliate of the Company, to
the Borrower.

The Company's July Form 8-K stated that the required financial
statements and pro forma financial information related to the
transactions described therein would be filed by Sept. 28, 2004,
as required by applicable federal securities laws. In order to
file the required financial statements and pro forma information
related to the transactions, the Company must allocate the
implicit purchase price of the Resort and the related entities
acquired. Allocating the implicit purchase price requires the
Company to record all of the assets and liabilities of the Resort
and the related entities acquired on the opening balance sheets of
the legal entities established for the purpose of holding the
assets and liabilities of the Resort and the related entities.

As part of the process of allocating the implicit purchase price
of the Resort and related entities acquired, management determined
that it was necessary to review and update, if necessary, the
estimate of the Resort's fair value. The Resort's fair market
value is currently estimated to be $44.2 million based on a study
that was commissioned in July of 2003, as described more fully in
the Company's public filings.

The Company engaged its financial advisors to update the study of
the fair value of Resort's real estate and the Resort's intangible
value. Pursuant to the Company's management agreement with
Westin, Westin will submit to the Company by not later than
November 1, 2004, a proposed operating plan and budget for 2005
together with annualized projections of certain financial
categories for the two operating years thereafter and a five-year
plan for the Resort. Therefore, the Company's management has
elected to delay the filing of the amendment to the July Form 8-K
so that the Company's management and financial advisors have the
benefit of this information in updating the study of fair value of
the Resort completed in July of 2003.

The Company believes that this information will enable the Company
to communicate more accurate information to its stockholders when
it files by amendment the financial statements and pro forma
financial information related to the transactions described in the
July Form 8-K. As consistently stated in the Company's prior
filings with the Securities and Exchange Commission, its
assessment of the Resort's fair value may decline at some future
date, based on facts and circumstances prevailing at that time,
and that the asset may be written-down in the future.

The Company expects to file an amendment to the July Form 8-K to
include the required financial statements and pro forma financial
information prior to such time as its Form 10-Q for the third
quarter of 2004 must be filed.


HARVEST OPERATIONS: Moody's Puts B3 Rating on $200M Senior Notes
----------------------------------------------------------------
Moody's assigned a B2 senior implied rating to Harvest Operations
Corp., a B3 rating to its pending US$200 million of 7-year senior
unsecured notes, and an SGL-3 liquidity rating. Harvest Energy
Trust wholly-owns Harvest Operations.  The notes and Harvest
Operations' C$370 million of secured bank facilities receive
guarantees from Harvest Energy Trust, Harvest Operations
subsidiaries (except Red Earth Partnership which holds 13% of
reserves), and Harvest Operations' sister affiliate Harvest Sask.
Energy Trust.  Harvest Energy Trust's assets consist mainly of
indirect net profits interests in oil and gas reserves held by
Harvest Operations Corp., Harvest Sask. Energy Trust, and their
subsidiaries. Proceeds will refund C$182.5 million of secured bank
debt and a C$70 million bridge loan, incurred as partial funding
for the Storm Energy (C$189 million) and Encana reserve (C$526
million) acquisitions.

As a point of clarification, per the Canadian convention, Harvest
Energy Trust reports its gross reserves and production before
royalties paid to its government.  Per U.S. GAAP and FAS 69
reserve accounting, HTE holds a lower 69.1 mmboe of net proven
reserves (of which 62.1 mmboe is net proven developed or PD
reserves) generating 32,725 boe/day of net production. Harvest
Energy Trust's reserves were calculated using forecasted prices
and costs rather than flat prices and costs as used in FAS 69 and
SEC reporting.  Year-end 2004 reserves will provide an opportunity
to reconcile the U.S. and Canadian methods and update capital
productivity measures.

The ratings are restrained by:

      (i) comparatively small size;

     (ii) short intra-year duration of ownership of much of the
          property base;

    (iii) very mature nature and high water cut for most of its
          properties;

     (iv) modest pro-forma unit cash flow cover (roughly 140%)
          of its C$13.85/boe in net reserve replacement costs
          (elevated by recent acquisitions);

      (v) high leverage of C$8.74/boe of net PD reserves
          (US$6.82/boe net PD reserves);

     (vi) relatively short reserve life of 5.2 years on net PD
          reserves;

    (vii) potential leveraged acquisitions and need to
          accommodate a growth-by-acquisition strategy;

   (viii) high cash flow payout inherent to its unit trust
          structure, coupled with the depleting nature of oil
          and gas reserves; and

     (ix) modest potential for Harvest Energy Trust's properties
          to generate full organic reserve replacement.

The ratings benefit from:

      (i) adequate liquidity and cash flow support from an
          expected supportive price environment;

     (ii) a substantially strengthened property base from recent
          acquisitions that added diversification (bulk of
          production is spread across 10 fields), greater scale,
          and exploitation opportunity;

    (iii) a high proportion of reserves in well-known regions
          with long production histories (though many generate
          very high water cuts);

     (iv) incremental exploitation potential on the high 90% of
          properties operated by Harvest Energy Trust;

      (v) a high degree of ownership (21%) by the Chairman and
          his demonstrated willingness and capacity to invest
          new second secured funding for acquisitions;

     (vi) the Chairman's prior participation in building and
          successfully selling an exploration and production
          company; and

    (vii) downside support from 49% of 2005 production being
          hedged with puts and calls.

The notes are one rating notch below the senior implied rating due
to substantial existing and expected effective subordination to
senior secured bank debt.  However, asset coverage is also
cushioned to a degree by C$105 million of subordinated debt junior
to the rated notes.  We expect growth to be driven by acquisitions
funded by Harvest Energy Trust's C$370 million of committed
secured bank revolver maturing June 29, 2005.  Moody's believes
that roughly C$210 million of the revolver will be available and
undrawn after placement of the notes.

The SGL-3 liquidity rating reflects:

      (i) adequate cash flow coverage of full-cycle costs,

     (ii) financial obligations,

    (iii) capital spending needs, and

     (iv) significant distributions of free cash flow to unit
          holders, cushioned by Harvest Energy Trust's option
          during cash flow weakness to reduce substantial cash
          distributions to unit holders.

Harvest Energy Trust also exhibits:

     (i) adequate undrawn external liquidity, sensitized for the
         risk of elevated acquisition borrowings followed by
         negative borrowing base revisions during weak prices;

    (ii) good covenant coverage;

   (iii) but weak alternative liquidity since Harvest Energy
         Trust's assets are already pledged to its banks.

The SGL-3 rating reflects that pro-forma leveraged unit cash flow
cover of reserve replacement capital spending is only adequate at
140%, considering the current up-cycle price environment.  Reserve
replacement costs have risen as Harvest Energy Trust has acquired
larger and higher operating margin properties.  Also, in a low
price environment and/or with higher reserve replacement costs,
Harvest Energy Trust's internal coverage of operating costs,
interest expense, sustaining capital spending (Moody's measure is
C$170 million), and significant cash distributions to unit holders
may need to be supplemented by new units issues (equity) and/or
secured revolver borrowings.

Committed back-up external liquidity is currently good, with
roughly C$210 million undrawn and available under the secured
revolver.  However, revolver availability is governed by a
borrowing base recalculated every 6 months and availability could
be reduced during lower prices when cash flow cover of full-cycle
costs is also diminished.  Harvest Energy Trust is also
acquisitive so we anticipate significant borrowings under the
revolver.  To ensure ample back-up up liquidity, Harvest Energy
Trust will need to pro-actively fund acquisitions with adequate
new units offerings.

Bank covenant coverage is good. There are only two principal bank
loan covenants, including: EBITDA/Interest of 3.5x and a current
ratio of 1.0:1.  The company amply meets these covenants, though
we would expect negative borrowing base revisions to have greater
impact on borrowing capacity.

At Harvest Energy Trust's current scale of operations, Moody's
estimates that its full-cycle cost structure pro-forma's in the
range of C$25.90/boe (US$20.20/net boe).  Harvest Energy Trust
reports average pro-forma realized unit prices for the twelve
months ended June 30, 2004 of C$31.72/boe of net production
(US$24.75/boe), rendering modest cost coverage of 140% in spite of
strong prices.  However, realizations relative to benchmark prices
were hurt partly by hedging losses, which should be reduced for
2005 as those hedges run off, and partly by heavy oil production
(roughly 35% of pro-forma production) at a time when price
differentials between light and heavy oil were particularly wide.

Moody's estimates pro-forma full-cycle costs of approximately
C$25.90/net boe, including approximately:

   -- C$8.70/boe of production costs,
   -- C$0.80 of G&A expense,
   -- $2.55/boe of interest expense, and
   -- C$13.85/boe of reserve replacement costs on net reserves.

Thus, Harvest Energy Trust's pro-forma up-cycle unit cash flow
coverage of unit interest expense is in the range of 8x to 9x,
with post-interest unit cash flow cover of sustaining unit reserve
replacement costs in the range of 140%.

Moody's estimates that Harvest Energy Trust's consolidated capital
structure upon its September 2, 2004 closing of the Encana
acquisition (pro-forma for the notes) includes:

   -- C$160 million of senior secured bank debt,
   -- C$268 million-equivalent of the new US$200 million notes,
   -- C$105 million of convertible subordinated debentures
      (gradually converting to equity units),
   -- C$10 million of second secured parent company equity
      bridge notes due to Caribou Capital, and
   -- C$347 million of equity capital.

The stable rating outlook incorporates the expectation that prices
will remain supportive of Harvest Energy Trust's full-cycle costs
and potential acquisitions will at least be adequately equity
funded.

Weakness in the rating outlook or ratings could result if:

   (a) Harvest Energy Trust is not able to sustain net
       production above 29,500/net boe to 31,500/net boe per day
       (34,700 boe/day to 37,000 boe/day gross) versus pro-forma
       second quarter 2004 production of 32,725 net boe/day;

   (b) prices weaken sufficiently to materially affect Harvest
       Energy Trust's ability to internally fund sustaining
       capex;

   (c) year-end 2004 reserve replacement costs are materially
       higher than expected; or

   (d) if Harvest Energy Trust executes materially leveraging
       acquisitions.

The outlook or ratings could improve if Harvest Energy Trust
materially reduces leverage on PD reserves and materially grows
net reserves and net production at acceptable leveraged full-cycle
costs, including net reserve replacement costs.  This could be
spurred by material acquisitions amply funded with equity to
reduce leverage and support the relative price and execution risk
within future acquisitions.

Harvest Energy Trust went public in December 2002 as a Canadian
unit investment trust.  By definition, it makes substantial cash
contributions to unit holders from defined free cash flow.
Exploration and production -- E&P -- is a depleting asset business
needing constant successful reinvestment of cash flow for reserve
replacement.  For the unit trust model to work for E&P firms, the
new units market overall needs to be receptive, and individual
E&P's in particular need consistent new issue access to fund
acquisitions and capital spending and distributions in excess of
free cash.

Harvest Energy Trust is headquartered in Calgary, Alberta, Canada.


I2 TECHNOLOGIES: Court Approves Settlement of Shareholder Lawsuits
------------------------------------------------------------------
The United States District Court for the Northern District of
Texas has entered an order and final judgment approving the
previously announced settlement of the consolidated shareholder
class action and derivative lawsuits involving i2 Technologies,
Inc. (OTC:ITWO). The settlement, which was announced on May 10,
2004, does not reflect any admission of wrongdoing by i2 or its
directors or officers. The time to take an appeal from the order
expires on or about Nov. 1, 2004. Approximately 0.015 percent of
potential class members who claim to have purchased a total of
approximately 0.3 percent of shares of i2 stock eligible to
participate in the class action excluded themselves from the
settlement.

Under the settlement agreement, the total settlement amount is
$84.85 million, which includes $43 million to be covered by i2
insurance policies and $41.85 million paid by i2 in the second
quarter of 2004. i2 established an accrual of $42 million relating
to the possible settlement of the lawsuits in the fourth quarter
of 2003.
                             About i2

i2 is a leading provider of closed-loop supply chain management
solutions. The company designs and delivers software that helps
customers optimize and synchronize activities involved in
successfully managing supply and demand. i2's worldwide customer
base consists of some of the world's market leaders -- including
seven of the Fortune global top 10. Founded in 1988 with a
commitment to customer success, i2 remains focused on delivering
value by implementing solutions designed to provide a rapid
return on investment. Learn more at http://www.i2.com/

At June 30, 2004, i2 Technologies, Inc.'s balance sheet showed a
$197,902,000 net stockholders' deficit, compared to a $296,938,000
deficit at December 31, 2003.


INTEGRATED HEALTH: Asks Court to Make Class 4 & 6 Distribution
--------------------------------------------------------------
IHS Liquidating, LLC, seeks the United States Bankruptcy Court for
the District of Delaware's permission to make interim
distributions to the holders of allowed claims in Classes 4 and 6
under the Plan.

IHS Liquidating has about $58,000,000 in funds in its bank
accounts, of which $35,000,000 is being held in reserve on account
of Excluded Administrative Expense Claims, Priority Tax Claims,
Other Priority Claims, Other Secured Claims and the expense
reserve for the estimated costs of administering the Debtors'
Chapter 11 cases to conclusion.  IHS Liquidating also anticipates
at least $25,000,000 in additional distributable value through the
disposition and monetization of certain other limited assets.

IHS Liquidating believes that it will ultimately be able to
distribute at least $50,000,000 to the holders of Allowed Class 4
and Class 6 Claims.  Based on the progress made to date in IHS
Liquidating's claims resolution and asset liquidation efforts,
IHS Liquidating believes that it would be feasible to make an
initial $20,000,000 interim distribution to the holders of
Allowed Class 4 and 6 Claims at or near the end of 2004.  The
$20,000,000 distribution would constitute 40% of the anticipated
aggregate distribution to the holders of Allowed Claim in Classes
4 and 6.  The remaining 60% will be monetized and held in IHS
Liquidating's Distribution Reserve Account for future
distributions.

According to Robert S. Brady, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, two potential disputed
creditor groups may object to the first interim distribution:

   (i) C. Taylor Pickett, Daniel Booth, and Ronald Lord, former
       IHS officers, based on their disputed Administrative
       Expense Claims regarding alleged indemnification rights;
       and

  (ii) Abe Briarwood Corp., based on an informal demand for
       purchase price adjustments due to alleged breaches of the
       Stock Purchase Agreement.

                   The Former Officers' Claims

In June 2003, Messrs. Picket, Booth, and Lord sought a
$40,000,000 reserve on account of contingent indemnification
obligations asserted against the IHS Debtors.  The Former
Officers filed Administrative Claims with respect to these
indemnification claims.  The disputed contingent indemnification
claims arise from the Former Officers' alleged wrongdoing as
asserted against them in a lawsuit captioned Don G. Angell, et al.
v. Elizabeth B. Kelly, C. Taylor Pickett, Daniel J. Booth, and
Ronald L. Lord, Case No. 1:01 CV00435.  The suit is pending before
the U.S. District Court for the Middle District of North Carolina.

In September 2004, the District Court dismissed all claims against
Mr. Lord.  He is, therefore, no longer entitled to any
indemnification from IHS.

The District Court also dismissed all claims against Messrs.
Pickett and Booth other than fraud, negligent misrepresentation,
and unfair and deceptive trade practices.

With respect to Mr. Booth's claim, IHS Liquidating acknowledges
its indemnification obligation to Mr. Booth pursuant to his
postpetition employment agreement with IHS.  However, no
postpetition agreement was entered into with Mr. Picket.  Hence,
any indemnity claim that Mr. Pickett may have would amount, at
best, to a General Unsecured Claim.

IHS Liquidating also does not believe that the Former Officers
will have any valid indemnity claims, whether on an administrative
or general unsecured basis, once the Angell Lawsuit is completed.
If the Former Officers are held liable for fraud or intentional
wrongdoing, IHS Liquidating is barred as a matter of Delaware law
from indemnifying them.  If the Former Officers are found liable
for negligence or an unintentional tort, IHS' indemnification
obligations will be covered by IHS' $90,000,000 directors and
officers' liability insurance policy, which is more than
sufficient to satisfy these obligations.

                        Briarwood's Claims

On June 21, 2004, Briarwood made an informal demand to IHS
Liquidating for payment in excess of $39,000,000 on account of
alleged breaches and purchase price adjustments under the Stock
Purchase Agreement.  IHS Liquidating believes that Briarwood's
claims are meritless.

                         Sufficient Funds

IHS Liquidating believes that it has sufficient funds to justify a
$20,000,000 distribution to unsecured creditors.  However, to the
extent that either Briarwood or the Former Officers contend that
the distribution is inappropriate while their contingent disputed
claims remain unresolved, IHS Liquidating asks the Court either
to:

   (1) estimate Briarwood's or the Former Officers' claims at the
       November 10, 2004, hearing in an aggregate amount that
       will still allow IHS Liquidating to make a $20,000,000
       distribution to unsecured creditors at this time; or

   (2) find that the value of assets remaining in IHS Liquidating
       after the $20,000,000 distribution constitutes a
       sufficient reserve for the Former Officers and Briarwood.

Headquartered in Owings Mills, Maryland, Integrated Health
Services, Inc. -- http://www.ihs-inc.com/-- IHS operates local
and regional networks that provide post-acute care from 1,500
locations in 47 states. The Company filed for chapter 11
protection on February 2, 2000 (Bankr. Del. Case No. 00-00389).
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the Debtors in their restructuring efforts.  On
September 30, 1999, the Debtors listed $3,595,614,000 in
consolidated assets and $4,123,876,000 in consolidated debts.
(Integrated Health Bankruptcy News, Issue No. 82; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


INTERMET CORPORATION: Wants to Hire Foley & Lardner as Counsel
--------------------------------------------------------------
Intermet Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Michigan, Southern
Division, for permission to employ Foley & Lardner LLP as their
counsel during their chapter 11 restructuring process.

Foley & Lardner did prepetition work for the Debtors in nearly all
aspects of their businesses.  In particular, the Firm negotiated
and documented the company's Prepetition Credit Facility, Senior
Notes and the corresponding indenture.

As a result of all the prepetition services, Foley & Lardner is
intimately familiar and knowledgeable of the Debtors' industry,
business operations, finances, restructuring options and strategy.

As Intermet's bankruptcy counsel, Foley & Lardner will:

    a) analyze the Debtors' current financial and legal
       situation;

    b) prepare and file on behalf of the Debtors all necessary
       and appropriate petitions, applications, motions,
       pleadings, draft orders, notices and other documents,
       including amendments thereto, and reviewing all financial
       and other reports to be filed in these chapter 11 cases;

    c) advise the Debtors concerning their powers and duties as
       debtors-in-possession in the continued operation of their
       businesses and management of their property;

    d) advise and assist the Debtors in the negotiation and
       documentation of, financing agreements, debt
       restructurings, cash collateral arrangements and related
       transactions;

    e) advise the Debtors with regard to their relationships
       with secured and unsecured creditors and equity security
       holders, past, present and future, negotiate with such
       creditors and security holders, and their representatives
       and legal counsel, as necessary, take such legal action
       or actions as may be necessary or advisable in the best
       interests of the Debtors;

    f) review the nature and validity of liens asserted against
       the property of the Debtors and advise the Debtors
       concerning the enforceability of such liens;

    g) negotiate and assist in the drafting and preparation of
       leases, security instruments, and other contracts as may
       be in the best interests of the Debtors;

    h) represent the Debtors at the meeting of creditors,
       confirmation hearing, and such other hearings as may
       occur;

    i) advise the Debtors concerning the actions that it might
       take to collect and to recover property for the benefit
       of the Debtors' estates;

    j) assist and counsel the Debtors in connection with the
       formulation, negotiation, preparation, acceptance,
       confirmation, and implementation of a plan of
       reorganization in these chapter 11 proceedings;

    k) prepare on behalf of the Debtors, a Disclosure Statement,
       and assist the Debtors in conducting a prepetition
       solicitation of acceptances of a plan of reorganization;

    l) advise and prepare responses to, applications, motions,
       pleadings, notices, and other papers that may be filed
       and served in these chapter 11 cases;

    m) represent the Debtors in adversary proceedings and other
       contested matters;

    n) perform all other legal services for or on behalf of the
       Debtors that may be necessary or prudent in the
       administration of their chapter 11 cases and the
       reorganization of the Debtors' business, including giving
       advise and assistance to the Debtors with respect to debt
       restructurings, stock or asset dispositions, claims
       analysis and disputes, and legal issues involving general
       corporate, bankruptcy, labor, employee benefits,
       securities, tax, finance, real estate, and litigation
       matters, and utilizing paraprofessionals, law clerks,
       associates, and other partners of the firm of Foley &
       Lardner as may be prudent and economical under the
       circumstances.

The professionals and paraprofessionals to provide professional
services to the Debtors and their hourly billing rates are:

                                Standard   Agreed
           Professional           Rate      Rate
           ------------         ---------  -------
        Barbatano, Salvatore A.   $510       $460
        Benfield, Linda E.         430        400
        Birmingham, John F., Jr.   385        325
        Daugherty, Patrick D.      500        415
        Dickinson, Lloyd J.        500        450
        Eisele, Laura J.           385        335
        Hilfinger, Steven H.       475        375
        O'Neill, Judy A.           460        395
        Prager, Mark L.            625        535
        Trentacosta, John R.       420        365
        Wronski, Andrew J.         375        325

Salvatore A. Barbatano, Esq., assures the Court that the Firm and
its professionals do not hold interests materially adverse to the
Debtors and their estates despite having represented some of
Intermet's creditors in the past.

Headquartered in Troy, Michigan, Intermet Corporation --
http://www/intermet.com/-- is one of the largest producers of
ductile iron, aluminum, magnesium and zinc castings in the world.
It also provides machining and tooling services for the automotive
and industrial markets specializing in the design and manufacture
of highly engineered, cast automotive components for the global
light truck, passenger car, light vehicle and heavy-duty vehicle
markets.  The Company along with its debtor-affiliates filed for
chapter 11 protection on September 29, 2004 (Bankr. E.D. MI. Case
Nos. 04-67597 through 04-67614).  When the Debtor filed for
protection from its creditors, it listed $735,821,000 in total
assets with $592,816,000 in total debts.


INTERMET CORPORATION: Gets Interim Okay to Use Cash Collateral
--------------------------------------------------------------
The Honorable Marci B. McIvor of the U.S. Bankruptcy Court for the
Eastern District of Michigan, Southern Division, approved Intermet
Corporation and its debtor-affiliates' use of their Lenders' cash
collateral while they are negotiating the terms of postpetition
DIP financing.

The Debtors need to access the Lenders' cash collateral to pay
their payroll and other direct operating expenses and to obtain
goods and services needed to carry on their day-to-day businesses.
The use of the cash collateral is vital to avoid immediate and
irreparable harm to the Debtors' estates.

On January 8, 2004, Intermet and its debtor-affiliates entered
into a Credit Agreement with The Bank of Nova Scotia acting as the
Administrative Agent and Issuer of a group of Lenders.  The
Agreement provided the Debtors $120 million in term loans and $90
million in revolving loans.  As of petition date, the loans
reached an aggregate principal amount of $161 million and the
letters of credit amounting to $23 million.

The Debtors tell Judge McIvor that a valid and enforceable first
priority security interest in all of the company's personal and
intangible property secures the Debtors' obligations to repay the
Bank Debt.

The Lenders and the Agent agree to allow the Debtors use of cash
collateral in accordance with a weekly budget through October 15,
2004, projecting:

                                                Week Ending
                                                -----------
                            9/30-10/1        10/8        10/15
                            ---------        ----        -----
     Total Cash Receipts    $1,839,000   $15,969,000  $10,815,000

     Total Disbursements         ---      16,709,000   12,641,000
                            ----------   -----------  -----------
     Cumulative Net Cash    $1,839,000    $1,099,000    ($728,000)
                            ==========   ===========  ===========

To protect the interests of the Lenders, adequate protection is
granted by providing valid, binding, enforceable and perfected
replacement postpetition liens of the same validity, extent and
priority.  The Debtors will also make interest payments to the
Bank when due.

Richard G. Mason, Esq., at Wachtell, Lipton, Rosen & Katz,
represents The Bank of Nova Scotia, the Prepetition Agent.

Headquartered in Troy, Michigan, Intermet Corporation --
http://www/intermet.com/-- is one of the largest producers of
ductile iron, aluminum, magnesium and zinc castings in the world.
It also provides machining and tooling services for the automotive
and industrial markets specializing in the design and manufacture
of highly engineered, cast automotive components for the global
light truck, passenger car, light vehicle and heavy-duty vehicle
markets.  The Company along with its debtor-affiliates filed for
chapter 11 protection on September 29, 2004 (Bankr. E.D. MI. Case
Nos. 04-67597 through 04-67614).  When the Debtor filed for
protection from its creditors, it listed $735,821,000 in total
assets with $592,816,000 in total debts.


JEUNIQUE INT'L: Committee Hires Marshack Shulman as Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
gave the Official Committee of Unsecured Creditors appointed in
Jeunique International, Inc.'s chapter 11 case permission to
employ Marshack Shulman Hodges & Bastian LLP, as its general
counsel.

Marshack Shulman will:

    a) advise the Committee with respect to its rights, power,
       duties and obligations as the Official Committee of
       Creditors holding unsecured claims of the Debtors'
       bankruptcy case;

    b) prepare pleadings, applications and conduct examinations
       incidental to the administration of the bankruptcy case and
       to protect the interests of the unsecured creditors of the
       Debtor's estate;

    c) advise and represent the Committee in its connection with
       all applications, motions or complaints filed during the
       course of the administration of the bankruptcy case ;

    d) develop the relationship of the Committee with the Debtor
       in its bankruptcy proceeding;

    e) advise and assist the Committee in presentation of a plan
       of reorganization by the Debtor or other entity pursuant to
       Chapter 11 of the Bankruptcy Code and concerning other
       matters related to it; and

    f) perform other legal services incident and necessary foe the
       smooth administration of the Debtor's bankruptcy case.

James C. Bastian Jr., Esq., a Partner at Marshack Shulman, is the
lead attorney representing the Committee.

Mr. Bastian reports that Marshack Shulman will not receive a
retainer but will bill the Debtor a carve out expense fee not to
exceed $5,000 per month for all fees and expenses incurred by the
Committee for the Firm's legal services.  Associates who will
provide assistance will bill the Debtor from $285 to $215 per hour
and paralegals will charge from $200 to $100 per hour.

Mr. Bastian reports Marshack Shulman professionals bill:

    Professional             Designation     Hourly Rate
    ------------             -----------     -----------
    Leonard M. Shulman         Partner          $385
    Ronald S. Hodges           Partner           385
    James C. Bastian, Jr.      Partner           350
    J. Ronald Ignatuk          Partner           350
    Michael J. Petersen        Partner           350
    Mark Bradshaw              Partner           300
    Richard A. Marshack        Counsel           395
    A. Lavar Taylor            Counsel           395
    Robert S. Horwitz          Counsel           350
    John Pitkin                Counsel           350
    Richard A. Hayes           Counsel           350

Marshack Shulman does not represent any interest adverse to the
Committee, the Debtor or its estate.

Headquartered in City of Industry, California, Jeunique
International, Inc., -- http://www.juenique.com/-- is a Direct
Selling Company that develops and markets beauty and health
products and fashion apparel. The Company filed for chapter 11
protection on June 1, 2004 (Bankr. C.D. Cal. Case No. 04-22300).
Mark S. Horoupian, Esq., at Sulmeyer Kupetz A P.C., represents the
Debtor in its restructuring efforts. When the Debtor filed for
protection from its creditors, it listed over $10 Million in
estimated assets and over $50 Million in estimated liabilities.


JEUNIQUE INT'L: Hires Phoenix-Issa as Valuation Consultant
----------------------------------------------------------
Jeunique International, Inc. sought and obtained permission to
hire Phoenix-Issa Strategic Partners, LLC, dba Ballenger Cleveland
& Issa, LLC, as its valuation consultant.

The Debtor is in the process of formulating a Plan of
Reorganization and as such, must obtain a valuation of its assets
on a going concern basis and on a liquidating process.

The professionals who will render valuation services to the Debtor
and their hourly billing rates are:

       Professional               Rates
       ------------               -----
     J. Michael Issa              $395
     Christopher A. Wheel         $325
     Other Consultants        $225 to $300

The Firm will charge the Debtor a flat fee of $9,750.

Phoenix-Issa does not hold any interest materially adverse to the
Debtor and its estate.

Headquartered in City of Industry, California, Jeunique
International -- http://www.jeunique.com/-- filed for chapter 11
protection (Bankr. C.D. Cal. Case No. 04-22300) on June 1, 2004.
Mark S. Horoupian, Esq., at Sulmeyer Kupetz A P.C., represents the
Company in its restructuring efforts. When the Debtor filed for
protection from its creditors, it listed over $10 Million in
estimated assets and over $50 Million in estimated liabilities.


KAISER ALUMINUM: Judge Fitzgerald Okays Glencore Overbid Agreement
------------------------------------------------------------------
Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
relates that Glencore AG has offered to purchase the QAL Interests
at an initial price substantially higher than Comalco's offer.
However, selecting Glencore as the stalking horse bidder would
cause substantial delay in the sale process.  Comalco, given its
right of first opportunity with respect to QAL, has took the
position that Kaiser Aluminum and its debtor-affiliates will need
to recommence the five-month notice procedures should the Debtors
enter into an agreement to sell the QAL Interests to another
party.

After consulting the Official Committee of Unsecured Creditors,
the Debtors concluded that the best way to maximize the value
received for the QAL Interests would be to enter into:

    -- a purchase agreement with Comalco that would subject the
       QAL Assets to an auction process at the earliest possible
       time, and make clear that all notice and preemption rights
       of Comalco with respect to its RFO have been fully
       satisfied; and

    -- an agreement with Glencore pursuant to which Glencore, for
       a fee, would be contractually bound to submit a
       significantly higher qualified bid before the October 25,
       2004 bid submission deadline that would establish a
       substantially higher minimum price, in advance of an
       auction, than that submitted by Comalco.

Glencore has agreed to submit an overbid, subject to certain
conditions.

On September 22, 2004, the Debtors and Glencore signed a letter
agreement pursuant to which Glencore will require its wholly owned
subsidiary, Pegasus Queensland Acquisition Pty Limited, to submit
a Qualified Bid with a minimum bid price that includes a Base
Share Price of $400,000,000.  Pegasus will submit the Threshold
Qualified Bid after the Court sets bidding standards for the sale.

Pegasus may terminate its obligations pursuant to the Threshold
Qualified Bid if the hearing to consider approval of the sale does
not occur by November 19, 2004, or an order approving the sale is
not entered by November 22, 2004.

In consideration of Glencore's agreement, the Debtors will pay
Glencore $7,680,000.

Mr. DeFranceschi notes that the Overbid Agreement would guarantee
that, even if no other bid was received for the QAL Interests, the
Assets would be sold at a fair price.

At the Debtors' request, Judge Fitzgerald approves the Overbid
Agreement with Glencore.  The Debtors are authorized to pay the
Threshold Qualified Bid Fee.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.
The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429).  Corinne Ball, Esq., at Jones,
Day, Reavis & Pogue, represent the Debtors in their restructuring
efforts. On September 30, 2001, the Company listed $3,364,300,000
in assets and $3,129,400,000 in debts. (Kaiser Bankruptcy News,
Issue No. 50; Bankruptcy Creditors' Service, Inc., 215/945-7000)


KERASOTES SHOWPLACE: Moody's Puts B1 Ratings on Sr. Bank Loans
--------------------------------------------------------------
Moody's Investors Service assigned B1 ratings for the proposed
$300 million of senior secured credit facilities being arranged
for Kerasotes Showplace Theatres, LLC.  The rating outlook is
stable.  This is the first time that Moody's publicly assigned
ratings for Kerasotes.

Ratings assigned:

Kerasotes Showplace Theatres, LLC

   * Senior Implied Rating -- B1

   * Issuer Rating -- B3

   * Rating Outlook -- Stable

   * $200 Million Senior Secured Term Loan due 2011 -- B1

   * $100 Million Senior Secured Revolving Credit Facility due
     2010 -- B1

The ratings reflect concerns about:

   (a) the company's relatively small scale in comparison to its
       peers and competitors;

   (b) concentration of cash flow generating assets in a
       relatively small number of properties; and

   (c) geographic concentration of its theater base in the upper
       Midwest.

Also of some concern is the more leveraged balance sheet and
correspondingly reduced financial flexibility which management
will be operating under proforma for the proposed shareholder
dividend, which is additive to the recent ownership change to a
more financially-oriented sponsor (and notwithstanding maintenance
of operational and board control in the hands of the founding
Kerasotes family members).  However, the company's comparatively
less leveraged balance sheet relative to its rated industry peer
group, reasonably good operating performance and relatively modern
and improving base of assets in markets with somewhat limited
competition lend support to the assigned ratings. In particular,
the B1 senior implied rating incorporates Moody's expectation that
the company will maintain its fairly conservative financial
profile even though it will continue to build new theaters (which
are viewed mostly as replacements for smaller, older existing
theaters as opposed to more aggressive expansionary theaters in
new markets).  Moreover, Moody's also acknowledges the
comparatively high proportion of owned, rather than leased,
properties under the Kerasotes umbrella, which contrasts with most
other rated exhibitors. Moody's believes that this provides some
incremental credit support in that underperforming theaters can
presumably be closed down more quickly in a downside scenario.

The stable rating outlook reflects Moody's expectation that
management will perform in line with its forecast and leverage
will remain in the low 4x range over the next several years.
Moody's considers the expansionary capital expenditures somewhat
discretionary, and management should be able to moderate spending
if necessary as a means of enhancing financial flexibility given
any prospective unforeseen downturn in operating performance.
Continued spending if the expansion yields significantly lower
than anticipated cash flow could pressure the ratings downward,
nonetheless.  Moody's will also closely monitor future dividends
to the company's equity sponsors; while the facilities limit such
payments, Moody's recognizes that such covenants can (and are)
often modified or amended outright.  A significant decline in the
company's leverage due to rapid free cash flow generation could
provide ratings upside.

Kerasotes operates primarily in suburban and rural markets and is
the only operator in over 90% of its markets, which importantly
ensures essentially unfettered access to all film product.
Kerasotes benefits from this limited competition and remains
somewhat protected from the structural overcapacity which
continues to negatively impact many of its peers.  Moody's
believes that entree of competitors into Kerasotes markets on a
widespread basis is unlikely, though the occurrence of increased
competition could pressure the ratings downward if this proves to
be an incorrect assumption.  Notwithstanding the strength of its
operations, the lack of cash flow diversity relative to its peers
is a relevant and recognized risk.  Kerasotes derives about 60%-
to-70% of its revenue and EBITDA from just over 20 of its 76
theaters, which are located primarily in Illinois and Indiana.
Any erosion in these markets due to the aforementioned competition
and/or market specific events is a concern. Furthermore, with just
76 theaters and 500-to-600 screens, Kerasotes lacks some of the
scale and corresponding benefits of diversity that many of the
larger operators with thousands of screens enjoy.

Proforma for the proposed transaction, Kerasotes' leverage will
rise to about 4.4x on an adjusted debt-to-EBITDAR basis (although
the capitalization of rents is not nearly as significant for
Kerasotes in comparison to its peers given the large amount of
owned properties and correspondingly much lower rent payments), up
from the mid-2x range during the past two years. Owned theaters
for Kerasotes represent about 60%, 70%, and 80% of total theaters,
screens, and cash flow, respectively. The ratings draw strength
from the security in these properties. Moody's expects that cash
flow growth will help offset the cash absorptive nature of the
company as incremental drawdowns under the revolving credit
facility are made to construct new theaters, and thereby help
maintain this level of financial leverage in the mid-4x range over
the next couple of years, prior to experiencing a deleveraging
trend as free cash flow growth resumes again when new theater
construction slows somewhat. Moody's notes that at least some of
the new build capital expenditure plans are truly discretionary
and could be scaled back if necessary. Additionally, a significant
portion of the growth plans involve rebuilding in existing markets
and increasing the number of screens per theater which should
allow management to realize both operating efficiencies and
increased revenue through this shift to bigger multiplexes.
Management's experience in existing markets is also deemed to
lessen the risk of self-cannibalization. Kerasotes will use the
proceeds from the proposed transaction to pay a second special
dividend ($100 million) to its equity sponsors, including new
majority owner Providence Equity Partners (Providence), as well as
to repay existing bank debt and to fund theater expansion, as
mentioned.

The bank debt is rated at the same B1 level as the senior implied
rating as it constitutes the preponderance of the company's
capitalization, with only junior equity capital beneath it. The
bank group does benefit, however, from a security interest in the
company's assets, as well as upstream guarantees from all
subsidiaries. Moody's deems this important in order to preclude
structural subordination of the debt to any senior claims at the
individual theater operating companies.

Kerasotes Showplace Theatres, LLC, operates motion picture
theaters in the Midwestern and upper Midwestern regions of the
United States, including Illinois, Indiana, Iowa, Ohio, Missouri
and Minnesota. The company currently has 562 screens in 76
locations.


KEYSTONE: Files Reorganization Plan & Disclosure Statement
----------------------------------------------------------
Keystone Consolidated Industries, Inc. (OTC Pink Sheets: KESNQ)
filed a Plan of Reorganization and Disclosure Statement with the
U.S. Bankruptcy Court for the Eastern District of Wisconsin in
Milwaukee.

The Plan of Reorganization provides, among other things:

   -- assumption of the previously negotiated amendment to the
      collective bargaining agreement with the Independent Steel
      Workers Alliance;

   -- liabilities due to pre-petition secured creditors would be
      reinstated in full against the new, reorganized Keystone;

   -- all of the Company's common and preferred stock outstanding
      at the petition date would be cancelled;

   -- pre-petition unsecured creditors would receive common stock
      of the new reorganized Keystone;

   -- one of the Company's Debtor-In-Possession lenders, EWP
      Financial, LLC, (EWP Financial LLC is an affiliate of
      Contran Corporation, the Company's pre-petition majority
      shareholder) would convert a portion of its credit facility
      into 100% of a new issue of preferred stock having, among
      other things, voting rights representing 51% of the combined
      voting power of the new preferred and common stock voting
      together as a single class on all matters (except any
      proposed redemption of the new preferred stock) including
      election of directors. The new preferred stock would have
      restricted transferability for two years and would be
      redeemable after five years for cash upon the vote of the
      holders of a majority of the new common stock;

   -- the operations of Sherman Wire Company will be reorganized
      as a wholly-owned subsidiary of the new reorganized
      Keystone;

   -- the Company's pre-petition subsidiaries, Sherman Wire of
      Caldwell, Inc., J.L. Prescott Company, and DeSoto
      Environmental Management, Inc. would be liquidated, and;

   -- the Plan of Reorganization assumes the Company will obtain
      Bankruptcy Court approval for final relief permanently
      reducing healthcare related payments to certain retiree
      groups and such agreement will be assumed by the new
      reorganized Keystone.

Confirmation of the Plan of Reorganization remains subject to
approval of the Disclosure Statement, at a hearing to be
scheduled, obtaining the requisite vote of the Company's
creditors, satisfying other confirmation requirements and approval
of the Bankruptcy Court as well as obtaining sufficient exit
financing to refinance the balance of the Company's Debtor-In-
Possession loans.

As previously announced, the Company has negotiated and obtained
Court approval of an amendment to the collective bargaining
agreement with the Independent Steel Workers Alliance.  Keystone
believes the filing of the Plan of Reorganization and Disclosure
Statement is another major step forward in the Company's efforts
to complete a successful restructuring and the Company and its
advisors will continue to work diligently in an effort to achieve
its goal of exiting the bankruptcy process around the end of the
year.

Headquartered in Dallas, Texas, Keystone Consolidated Industries,
Inc., makes carbon steel rod, fabricated wire products, including
fencing, barbed wire, welded wire and woven wire mesh for the
agricultural, construction and do-it-yourself markets.

The Company filed for chapter 11 protection on February 26, 2004
(Bankr. E.D. Wisc. Case No. 04-22422). Daryl L. Diesing, Esq., at
Whyte Hirschboeck Dudek S.C., and David L. Eaton, Esq., at
Kirkland & Ellis LLP represent the Debtors in their restructuring
efforts. When the Company filed for protection from their
creditors, they listed $196,953,000 in total assets and
$365,312,000 in total debts.


KMART CORP: Robert Norton Discloses Selling 7,131 Shares of Stock
-----------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Robert L. Norton discloses that on September 2, 2004,
he disposed of 7,131 shares of Kmart Holding Corporation common
stock.  The restricted stock was forfeited and cancelled pursuant
to Mr. Norton's agreement with Kmart.

Kmart announced on June 24, 2004, that Mr. Norton would fill a
newly created position as senior vice president with overall
responsibility for Kmart's stores.

The Company filed for chapter 11 protection on January 22, 2002
(Bankr. N.D. Ill. Case No. 02-02474).  Kmart emerged from chapter
11 protection on May 6, 2003. John Wm. "Jack" Butler, Jr., Esq.,
at Skadden, Arps, Slate, Meagher & Flom, LLP, represented the
retailer in its restructuring efforts.  The Company's balance
sheet showed $16,287,000,000 in assets and $10,348,000,000 in
debts when it sought chapter 11 protection.  (Kmart Bankruptcy
News, Issue No. 81; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


KOLLEL MATEH: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Kollel Mateh Efraim, LLC
        751 Second Avenue, 1st Floor
        New York, New York 10017

Bankruptcy Case No.: 04-16410

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Nassau Equities                            99-43087

Chapter 11 Petition Date: October 4, 2004

Court: Southern District of New York (Manhattan)

Judge: Blackshear

Debtor's Counsel: Mark A. Frankel, Esq.
                  Backenroth Frankel & Krinsky, LLP
                  489 Fifth Avenue
                  New York, New York 10017
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 7 largest unsecured creditors:

    Entity                                Claim Amount
    ------                                ------------
Helen-May Holdings, LLC                     $1,260,000
27 Maple Avenue
Jeffersonville, New York 12748

All Refrigeration and Equipment               $230,000
44 New Utrecht Avenue
Brooklyn, New York 11219

SOS Communications                             $90,000
1281 36th Street
Brooklyn, New York 11218

Heavenly Kosher Cuisine                        $46,000
5860 Dobbin Street
Brooklyn, New York 11222

Mark Terkiltaub                                $15,000

Michael Halberstam                             $10,000

Carol Weingert                                  $1,700


NEWCASTLE CDO: Moody's Assigns Ba2 Rating on $20.5M Fixed Notes
---------------------------------------------------------------
Moody's Investors Service announced that it assigned ratings to
the notes issued by Newcastle CDO V, Limited:

   * Aaa to the US $388,000,000 Class I Floating Rate Notes Due
     2039,

   * Aa2 to the US $23,500,000 Class II Deferrable Floating
     Rate Notes Due 2039,

   * A2 to the US $23,000,000 Class III Deferrable Floating
     Rate Notes Due 2039;

   * Baa2 to the US $8,000,000 Class IV-FL Deferrable Floating
     Rate Notes Due 2039 and the US $12,000,000 Class IV-FX
     Deferrable Fixed Rate Notes Due 2039, and

   * Ba2 to the US $20,500,000 Class V Deferrable Fixed Rate
     Notes Due 2039.

The transaction was brought to market by Banc of America
Securities LLC.

Moody's indicated that these ratings reflect its evaluation of the
characteristics of the underlying collateral pool (consisting
primarily of Commercial Mortgage Backed Securities, REIT Debt
Securities and Asset-Backed Securities), the transaction's
structure under various default scenarios and stress-test
analyses, the legal structure, and the collateral manager,
Newcastle Investment Corp.


NORTH OAKLAND: Moody's Reviews Ba1 Rating for Possible Downgrade
----------------------------------------------------------------
Moody's Investors Service has placed North Oakland Medical
Center's Ba1 rating on Watchlist for possible downgrade, affecting
$40 million of outstanding Series 1993 bonds.  This action follows
the receipt of six-month interim 2004 financial statements that
reflect a continuation of operating losses and a decline in
liquidity leading to a weakened balance sheet from fiscal year
2002.  Also contributing to this action is the lack of receipt of
fiscal year 2003 audited financial statements, which is due in
part to the investigation and resolution of internal matters.  We
anticipate rendering a rating decision within the next 90 days.


NORTHROP GRUMMAN: Fitch Raises Convertible Stock Rating to BB+
--------------------------------------------------------------
Fitch Ratings has affirmed the 'BBB' ratings on Northrop Grumman
Corporation's senior unsecured debt and bank facility.  The 'BBB'
rating also applies to the senior unsecured debt of Northrop
Grumman's subsidiaries, including Litton Industries and Northrop
Grumman Space & Mission Systems Corporation (formerly TRW Inc.).

Fitch has raised the rating on Northrop Grumman's convertible
preferred stock to 'BBB-' from 'BB+'.  The Rating Outlook has been
revised to Positive from Stable for all classes of debt.
Approximately $6 billion of securities is affected by these rating
actions.

The revision to the Rating Outlook reflects continued growth in
revenues and free cash flow, additional debt reduction, and
improvement in Northrop Grumman's credit protection measures.
Fitch expects Northrop to follow a balanced cash deployment
strategy, including both debt reduction and share repurchases.

Northrop Grumman's ratings are supported by:

          -- the company's status as a top-tier defense
             contractor;

          -- high levels of U.S. defense spending;

          -- solid organic revenue growth;

          -- a healthy liquidity position;

          -- continued debt reduction; and

          -- an experienced management team with a successful
             track record of acquisition integration.

Concerns focus on the performance of several programs and
uncertainty regarding the U.S. Navy's budget plans.

Liquidity at June 30, 2004, was approximately $2.7 billion,
consisting of $559 million of cash and full availability under the
$2.5 billion credit facility, offset by $398 million of short-term
debt and current maturities.

The bulk of the maturing debt in 2004 consists of $350 million of
bonds due later in October.  Northrop also has $250 million of
bonds, which are callable this month.  The company's cash
resources will be augmented in November 2004 by the issuance of
equity worth $690 million, related to the equity purchase
contracts that are part of Northrop's outstanding equity security
units -- ESUs.

Cash resources could be further boosted if Northrop monetizes any
of the securities received in the sale of TRW Automotive. Fitch
estimates that these TRW securities (debt and equity) have a
market value of at least $800 million.

Northrop Grumman's debt-to-EBITDAP ratio for the last 12 months
ended June 30, 2004 was 2.1 times (x), an improvement from 2.2x at
the end of 2003.

Interest coverage for the last 12 months was 6.0x up from 5.3x in
2003. Fitch expects further improvement in these credit statistics
in 2004 as a result of additional debt reduction, lower interest
expense, and EBITDAP growth.

In November 2001, Northrop Grumman issued $690 million of Equity
Security Units.  These are two part securities.  The first part of
each unit consists of a contract to purchase $100 of Northrop
stock on Nov. 16, 2004 (total inflow will be $690 million).

The second part consists of a senior note due in 2006 with a
principal amount of $100.  These senior notes, which are included
in total debt, were remarketed in August 2004, and the interest
rate was reset to 4.1% from the original 5.25% rate.


OGLEBAY NORTON: Judge Rosenthal Declines to Confirm Debtors' Plan
-----------------------------------------------------------------
The Honorable Joel B. Rosenthal denied confirmation of the Second
Amended Joint Plan of Reorganization filed by Oglebay Norton
Company and its debtor-affiliates on July 23, 2004, in the United
States Bankruptcy Court for the District of Delaware.

Unsecured commercial creditors liked the Plan.  The Plan proposed
to reinstate their claims or pay them in full in cash.  The
holders of the Company's Senior Subordinated Notes supported the
Plan.  The Plan proposed to swap those bonds for an equity stake
the Reorganized Company, delivering about a quarter-on-the-dollar
in value to the noteholders.  Current shareholders were slated to
receive warrants to purchase new equity  in exchange for their
existing shares.

                  Tort Claimants Balked

A group of around 100,000 personal injury tort claimants didn't
like the Plan at all.  The toxic tort claimants hold asbestos and
silica-related injury claims and sued the Debtors before they
filed for chapter 11 protection on February 23, 2004.

Judge Rosenthal rejected the Debtors' proposal for generic "pass-
through" treatment for the asbestos and silica tort claims,
rather than a concrete, supportable proposal to resolve and pay
these claims.

"We obviously are disappointed with the ruling [today], but we are
gratified that the judge overruled all other objections related
to the plan," said Michael D. Lundin, president and chief
executive officer of the company. "Management continues to believe
that our proposed plan of reorganization provides the best outcome
for all stakeholders and would enable Oglebay Norton to emerge as
a strong company with a new capital structure."

                   Exclusivity Intact

At the Debtors' behest, Judge Rosenthal approved an extension of
the company's exclusive plan filing period afforded under 11
U.S.C. Sec. 1121 through October 20, 2004.  Judge Rosenthal
granted a concomitant extension of the company's exclusive period
to solicit acceptances of a plan through December 20, 2004.

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


OMNI FACILITY: ValleyCrest Completes Landscape Assets Acquisition
-----------------------------------------------------------------
ValleyCrest Companies, a privately held landscape organization
with more than $700 million in revenue, has closed the previously
announced acquisition of Omni Landscape Group.  Omni's parent
company, Omni Facility Services, filed for Chapter 11 protection
from the U.S. Bankruptcy Court in June 2004.

Under terms of the agreement, ValleyCrest has purchased
substantially all of the assets of Omni Landscape Group.  The
company has become part of ValleyCrest's landscape maintenance
division and will operate under the name ValleyCrest Landscape
Maintenance.

The acquisition expands ValleyCrest's operations in:

      -- Georgia,
      -- Pennsylvania,
      -- Maryland,
      -- Virginia,
      -- New York, and
      -- New Jersey,

giving customers in these markets access to the extensive
capabilities of one of the nation's leading landscape
organizations.  ValleyCrest expects the transaction to add
approximately $50 million in revenue and 700 people to its team.

Richard A. Sperber, President of ValleyCrest Companies, indicated
that the union opens a new range of growth possibilities between
firms that share similar cultures with an intense focus on quality
work, superior customer service and career development. "This
union brings together incredibly bright and talented people and
we're excited to have the Omni people on our team," he said.  "Our
combined expertise will set us apart in the market and demonstrate
our commitment to delivering outstanding service to our
customers."

Mr. Sperber emphasized that by joining forces with ValleyCrest,
Omni's customers will not only retain the high levels of service
they are accustomed to but will also gain access to enhanced
resources.  "In addition," he added, "we plan to take advantage of
their reputation as a leader in turf management by learning from
their success and business practices."

Overall management of the integration is the responsibility of
Roger J. Zino, President, ValleyCrest Landscape Maintenance.
"First and foremost, we're going to take care of the people," said
Mr. Zino.  "From the beginning, we've been impressed by Omni's
great teamwork, their customer focus, and the alignment of their
values with our own," he said.  "This is a talented and
enthusiastic group of people and we know they'll have great
careers with ValleyCrest moving forward."

Mr. Zino also announced that ValleyCrest Landscape Maintenance
will expand its leadership team with the addition of George
Morrell, founder of Atlanta's Morrell Landscaping (acquired by
Omni Facility Services in 1999), who has been named Vice
President, and former Omni president, Mark Allen, who will lead
the company's Northeast Region with responsibility for its
operations and growth.  "Mark and George know how to deliver high
quality landscape maintenance and have extremely relevant
experience on a strategic level," said Mr. Zino.  "We're excited
to welcome them as important additions to our senior team."

                  About ValleyCrest Companies

ValleyCrest Companies is privately held, with a workforce of more
than 8,000 people nationwide and annual revenue in excess of $700
million.  ValleyCrest Companies has five businesses: ValleyCrest
Landscape Development, the nation's largest landscape construction
company, ValleyCrest Landscape Maintenance, the nation's leading
landscape maintenance provider, ValleyCrest Golf Course
Maintenance, the nation's premier provider of golf course
maintenance services, Valley Crest Tree Company, the largest mover
and producer of containerized specimen trees in the western United
States with over 800 acres of growing grounds and a supplier of
garden art pottery and foliage, and U.S. Lawns, the fastest
growing network of landscape maintenance franchises nationwide.

                       About Omni Facility

Headquartered in South Plainfield, New Jersey, Omni Facility
Services, Inc. -- http://www.omnifacility.com/-- provides
architectural, janitorial, landscaping, and electrical services.
The Company filed for chapter 11 protection on June 9, 2004
(Bankr. S.D.N.Y. Case No. 04-13972).  Frank A. Oswald, Esq., at
Togut, Segal & Segal LLP, represents the Debtors in their
restructuring efforts. When the Debtors filed for protection from
their creditors, they listed $80,334,886 in total assets and
$100,285,820 in total debts.


OMNI FACILITY: Wants Plan Filing Period Extended to Dec. 6
----------------------------------------------------------
Omni Facility Services, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York for an
extension, until Dec. 6, 2004, of the exclusive period during
which the company -- and nobody else -- can file a plan of
reorganization.  The Debtors also ask for an extension of their
time to solicit acceptances of that plan through Feb. 4, 2005.

Omni and its affiliates operate five separate business groups.
They tell the Court they are in the process of selling the assets
in these five business groups on a going concern basis to minimize
deterioration of enterprise value.

The Debtors explain that, at this juncture, it would be premature
to formulate a plan of reorganization or liquidation without the
opportunity to weigh their options in selling their business
groups as well as determining the extent of claims asserted by
creditors.

The Debtors' assure the Court that the prepetition lenders,
postpetition lenders and the Official Committee of Unsecured
Creditors are in favor of extending the exclusive periods.

Headquartered in South Plainfield, New Jersey, Omni Facility
Services, Inc. -- http://www.omnifacility.com/-- provides
architectural, janitorial, landscaping, and electrical services.
The Company filed for chapter 11 protection on June 9, 2004
(Bankr. S.D.N.Y. Case No. 04-13972).  Frank A. Oswald, Esq., at
Togut, Segal & Segal LLP represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
their creditors, they listed $80,334,886 in total assets and
$100,285,820 in total debts.


OWENS CORNING: Judge Fullam Says Yes to Substantive Consolidation
-----------------------------------------------------------------
In a non-fatal blow to the holders of Owens Corning's bank debt,
Judge Fullam released his decision yesterday that the Debtors'
estates should be substantively consolidated.  The Banks, led by
Credit Suisse First Boston, have argued that a ruling that Owens
Corning's estates should be substantively consolidated will
deprive them of nearly $1 billion in value.

                       Substantial Identity

Judge Fullam finds that "there is indeed substantial identity
between the parent debt . . . and its . . . subsidiaries.  All of
the subsidiaries were controlled by a single committee, from a
central headquarters, without regard to the subsidiary structure.
*   *   *   No subsidiary exercised control over its own
finances."

                    Separate Creditworthiness

"There can be no doubt that the Banks relied on the overall credit
of the entire Owens Corning enterprise," Judge Fullam says.
"Each Bank's commitment was to the entire enterprise [and] Owens
Corning's financial reporting was done on a consolidated basis.
*   *   *   In short, there is simply no basis for a finding that
. . . the Banks relied upon the separate credit of any of the
subsidiary guarantors."

The cross-guarantees, Judge Fullam reasons, also militate in favor
of substantive consolidation.

                   This Isn't the Final Chapter

Judge Fullam makes it clear that though substantive consolidation
is justified, this does not mean that the Banks must be treated
pari passu with all other unsecured claims.  Judge Fullam suggests
there may be a middle-of-the-road approach to treating the Banks
claims in the context of a consensual chapter 11 plan.

A copy of Judge Fullam's 8-page ruling is available at no charge
at:

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

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.


PILLOWTEX CORP: Asks Court to Okay Hiring BDO Seidman as Auditor
----------------------------------------------------------------
Pillowtex Corp. and its debtor-affiliates seek the Court's
authority to employ BDO Seidman LLP, as auditor of their employee
benefit plans, nunc pro tunc to August 9, 2004.

Specifically, BDO will audit:

     * the Pillowtex Corporation 401(k) Plan for Hourly
       Employees;

     * the Pillowtex Corporation 401(k) Plan for Salaried
       Employees; and

     * the Pillowtex Corporation Employee Medical Benefit Plan,

as of and for the year ended December 31, 2003, and the year
ending December 31, 2004.

Gilbert R. Saydah, Jr., Esq., at Morris Nichols Arsht & Tunnell,
in Wilmington, Delaware, relates that the Debtors originally
planned to engage their former benefit plan auditor to perform
the audits.  The Debtors decided to turn to BDO because the prior
auditor's fee proposal was significantly higher than BDO's.

Since each of the Benefit Plans had more than 100 participants at
the beginning of 2003, the United States Department of Labor and
the Employee Retirement Income Security Act, as amended, require
audits of the Plans as of and for the year ended December 31,
2003.  The Debtors also expect that audits will be required as of
and for the year ending December 31, 2004, for the 401(k) Plan
for Hourly Employees and the 401(k) for Salaried Employees
because each Plan had more than 100 participants at the beginning
of 2004.

The Debtors will pay $60,000 as compensation for BDO's services
and reimburse the Firm's expenses related to the 2003 Benefit
Plan audit.  The expenses will be charged at actual costs
incurred.  BDO's compensation for any 2004 Benefit Plan audit
will be determined at a later date, and will be subject to review
pursuant to Section 330 of the Bankruptcy Code.

Historically, the audit fees attributable to the 401(k) Plans
were paid directly by the 401(k) Plans.  As part of their Chapter
11 cases, the Debtors terminated the 401(k) Plans in October 2003
and substantially all of the 401(k) Plans' assets have been
distributed to the plan participants.  The 401(k) Plans,
therefore, do not have enough assets to pay the audit fees.

The Debtors' Benefit Plans have been administered through a
committee comprised of employees.  As a result of the layoff of
substantially all of the Debtors' employees, there are only two
remaining employees who serve on the committee.  The Debtors
require the services of both employees to govern and manage their
affairs and help oversee the administration of their assets.

Mr. Saydah informs Judge Walsh that if the audits are not
performed, it is possible that a regulatory authority or some
other interested party may seek to hold the remaining members of
the committee liable for the failure to perform the audits.  This
could lead to penalties under the ERISA and the Internal Revenue
Code of 1986, as amended.  If the penalties were imposed, one of
the two employees, who is a Pillowtex officer, would most likely
seek indemnification from the Debtors pursuant to the
indemnification provision in Pillowtex's Certificate of
Incorporation and Bylaws, and pursuant to his separate
indemnification agreement with the Debtors.

The Debtors have consulted the Official Committee of Unsecured
Creditors and its advisors regarding the proposed BDO engagement.
The Creditors Committee supports the Debtors' employment of BDO.

Susan A. Lister, partner at BDO, says that the Firm has extensive
familiarity with the fields of accounting, auditing and taxation,
as well as the accounting practices in insolvency matters in the
bankruptcy courts in Delaware and in other states.  Therefore,
the Firm is well suited to provide auditing services to the
Debtors.

Ms. Lister assures Judge Walsh that she, nor any other members of
BDO, had any connections with the Debtors, any other party-in-
interest, or the United States Trustee in matters upon which the
Firm is to be engaged.  Ms. Lister, however, discloses that BDO:

   (a) represented the Creditors Committee in connection with the
       Debtors' initial Chapter 11 bankruptcy; and

   (b) is currently retained as the accountants to the Creditors
       Committee in connection with the Debtors' current cases.

The Debtors believe that BDO's role as accountants to the
Creditors Committee does not create a conflict on their proposed
retention as auditor since the creditors' and the Debtors'
interests are aligned in complying with the standard statutory
audit requirements at the lowest possible cost.

BDO also previously performed and is currently performing
assurance, tax or other services for certain creditors and
parties-in-interests.  Fees for those services, however,
represent less than 1% only of BDO's annual revenues and relate
to matters totally unrelated to the Debtors' cases.

Ms. Lister further points out that from time to time BDO has been
retained and likely will continue to be retained by certain
Pillowtex creditors.  BDO intends to use commercially reasonable
efforts to limit any engagements to matters unrelated to the
Debtors' Chapter 11 cases.

Ms. Lister ascertains that BDO does not represent any interest
adverse to the Debtors or their estates.  BDO is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

Headquartered in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sold top-of-the-bed products to
virtually every major retailer in the U.S. and Canada.  The
Company filed for Chapter 11 protection on November 14, 2000
(Bankr. Del. Case No. 00-4211), emerged from bankruptcy under a
chapter 11 plan, and filed a second time on July 30, 2003 (Bankr.
Del. Case No. 03-12339).  The second chapter 11 filing triggered
sales of substantially all of the Company's assets.  David G.
Heiman, Esq., at Jones Day, and William H. Sudell, Jr., Esq., at
Morris Nichols Arsht & Tunnel, represent the Debtors.  On July 30,
2003, the Company listed $548,003,000 in assets and $475,859,000
in debts. (Pillowtex Bankruptcy News, Issue No. 70; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


POLYPORE INC: S&P Junks Subordinated Debt Rating
------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Polypore Inc. to 'B' from 'B+'.  In addition, Standard &
Poor's assigned its 'B' corporate credit rating to Polypore
International Inc., the parent company of Polypore Inc., and its
'CCC+' rating to Polypore International's $193 million discount
notes due Oct. 1, 2012.

Standard & Poor's also lowered its rating on Polypore Inc.'s
senior secured debt to 'B' from 'B+', and its rating on Polypore
Inc.'s subordinated debt to 'CCC+' from 'B-'.

Ratings on Polypore Inc. were removed from CreditWatch, where they
were placed on June 10, on the announcement of the proposed IPO
issuance of common stock by Polypore International.  The outlook
is stable.

"The rating actions reflect the company's postponement of its
previously announced plans for a common stock offering and,
instead, the issuance of debt to redeem preferred stock and fund a
distribution to the financial sponsor," said Standard & Poor's
credit analyst Nancy Messer.  Moreover, the company's
recapitalization actions follow the loss of its largest
customer in the health care segment and a slowdown in the China
market that will weaken near-term operating performance.

Charlotte, North Carolina-based Polypore is a global manufacturer
of microporous membranes, a filtration technology used by makers
of energy storage devices -- batteries -- and separations
equipment found in health-care markets.  The power markets account
for about 50% of sales, health care 30%, and electronics 15%.

Polypore is a wholly owned, indirect subsidiary of Polypore
International which is controlled by the private equity firm
Warburg Pincus LLC.  Of the net proceeds of the discount notes,
$150 million will be used to redeem the series A preferred stock
of Polypore International held by Warburg Pincus and the balance
will pay a dividend to the common stock holders.

At close of the Polypore International $193 million discount notes
issuance, the consolidated company had about $1.025 billion of
total debt outstanding and adjusted total debt to EBITDA of more
than 6x on trailing 12 months EBITDA as of June 30, 2004.

The ratings reflect Polypore's very aggressive financial policy
that more than offsets its strong niche business positions in
various expanding industrial end markets.  Reflected in the rating
is the highly competitive industry in which Polypore operates,
exposure to supplier concentration, and a weak financial profile.

Several business factors mitigate these challenges, including:

   -- revenues that should benefit from sales growth potential
      exceeding GDP,

   -- end-market diversity,

   -- geographic diversity,

   -- proven technological expertise, and

   -- certain barriers that restrict entry to the industry.

Upside rating potential is limited by Polypore's aggressive
leverage and reduced EBITDA expectations in the intermediate term.
Downside rating risk is limited by the expectation for free cash
flow generation, resulting from good ongoing demand growth in
Polypore's end markets, that should enable near-term debt
reduction.


RCN CORP: Wants Court Okay to Hire Kasowitz as Special Counsel
--------------------------------------------------------------
RCN Corp. and its debtor-affiliates seek the Court's authority to
employ Kasowitz, Benson, Torres & Friedman, LLP, as special
conflicts counsel, effective as of September 15, 2004.

Kasowitz Benson will provide legal representation on matters that
the Debtors' primary bankruptcy counsel, Skadden Arps Slate
Meagher & Flom, LLP, cannot provide due to a conflict, adverse
interest, or other connection.  Additionally, Kasowitz Benson is
retained in connection with a significant claim asserted against
the Debtors' estates as to which the Firm has particular
expertise.

Kasowitz Benson is a law firm of more than 160 attorneys and has
been actively involved in numerous major Chapter 11 cases.
Deborah M. Royster, RCN Corporation's Senior Vice President,
General Counsel and Corporate Secretary, tells Judge Drain that
Kasowitz Benson is well qualified to serve as special conflicts
counsel in the Debtors' Chapter 11 cases.

The Debtors will compensate Kasowitz Benson for its services
based on the Firm's customary hourly rates:

              Members                    $475 - 775
              Counsel and Associates      200 - 525
              Paraprofessionals            90 - 200

The Firm will also be reimbursed for its actual and necessary
expenses incurred.

Kasowitz Benson will also render services on behalf of RCN's non-
debtor affiliates.  These services will be billed directly to the
Non-Debtor Affiliates and not to the Debtors' estates.

In circumstances where the services are rendered to both the
Debtors and the Non-Debtor Affiliates, which are for the benefit
of both, Kasowitz Benson will allocate a proportional amount of
its fees and expenses for the services to the Non-Debtor
Affiliates, and will only seek payment from the Debtors' estates
of that portion allocated to the Debtors.

Aaron H. Marks, a member of Benson Kasowitz, assures the Court
that the Firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code, and does not hold any
interest adverse to the Debtors' estate.

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: Bank Committee Releases RFSC Plan Voting Results
----------------------------------------------------------------
On behalf of the Official Unsecured Bank Committee, Elizabeth
Feld, Esq., at White & Case, LLP, in New York, relates that, in
accordance with the solicitation procedures approved by the
Bankruptcy Court, creditors entitled to vote on the Second Amended
Plan of Reorganization of Reliance Financial Services Corporation
were instructed to return their ballots to White & Case.  Ms. Feld
was the attorney at White & Case responsible for collecting and
tabulating any ballots received.

As of the July 7, 2004 Voting Record Date, holders of Claims in
Classes 2, 4a and 4b were entitled to vote to accept or reject
the Plan.  For a ballot to be counted as valid, the ballot must
have been properly completed and executed by the holder of a
claim or that holder's authorized representative, and must have
been received by the 4:00 p.m. (Eastern time) deadline on
August 16, 2004.

The tabulation of ballots indicate that all Voting Class accept
the Plan:

                 Amount   % of Amount        Amount   % of Amount
Class         Accepting      Voted        Rejecting      Voted
-----         ---------   -----------     ---------   -----------
  2        $149,755,704     100.00%              $0      0.00%
  4a                  0       0.00%               0      0.00%
  4b        288,000,000     100.00%               0      0.00%

                 Number   % of Amount        Number   % of Amount
Class         Accepting      Voted        Rejecting      Voted
-----         ---------   -----------     ---------   -----------
  2                 9       100.00%            0         0.00%
  4a                0         0.00%            0         0.00%
  4b                1       100.00%            0         0.00%


REMOTE DYNAMICS: Nasdaq Affords Grace Period to Regain Compliance
-----------------------------------------------------------------
Remote Dynamics, Inc. (Nasdaq:REDI), a leading provider of
telematics-based management solutions for commercial fleets,
received a written notice from the Nasdaq Listing Qualifications
Department that for the previous 30 days, the bid price for the
company's common stock had closed below the minimum $1.00 per
share requirement for continued inclusion under Marketplace Rule
4310(C)(4). In accordance with Marketplace Rule 4310(C)(4), the
company was provided 180 calendar days, or until Mar. 30, 2005, to
regain compliance. In order to regain compliance, the company must
demonstrate a closing bid price for its common stock of $1.00 per
share or more for a minimum of 10 consecutive business days.

The written notice further provided that if compliance with the
$1.00 minimum bid price requirement cannot be demonstrated by the
company by Mar. 30, 2005, the Staff will grant the company an
additional 180 calendar days to regain compliance, if at that
time, the company meets The Nasdaq SmallCap Market initial listing
requirements as set forth in Marketplace Rule 4310c, except for
the $1.00 minimum bid price requirement. The written notice
provided that if the company has not regained compliance with the
$1.00 minimum bid price requirement during the second 180 day
compliance period, but again satisfies The Nasdaq SmallCap Market
initial listing requirements as set forth in Marketplace Rule
4310c, except for the $1.00 minimum bid price requirement at the
end of such period, the company would be afforded an additional
compliance period up to its next shareholder meeting to regain
compliance, provided that the company commits:

   (1) to seek shareholder approval for a reverse stock split at
       or before its next shareholder meeting; and

   (2) promptly thereafter effects the reverse stock split.

Such shareholder meeting must occur within 2 years following
Oct. 1, 2004. If the company fails to regain compliance with $1.00
minimum bid requirement during the third compliance period and is
not eligible for an additional compliance period, the Staff would
notify the company at that time that the company's securities
would be delisted and the company would have the right to appeal
such delisting to the Listing Qualifications Panel which stays the
effect of the delisting pending a hearing on the matter before the
Panel.

                   About Remote Dynamics, Inc.

Remote Dynamics, Inc. -- http://www.remotedynamics.com/--
markets, sells and supports state-of-the-art fleet management
solutions that contributes to higher customer revenues and
improved operator efficiency. Combining the technologies of the
global positioning system (GPS) and wireless vehicle telematics,
the company's solutions improve the productivity of mobile workers
by providing real-time position reports, route information and
exception based reporting designed to highlight mobile workforce
inefficiencies. Based in Richardson, Texas, the company also
markets, sells and supports a customized, GPS-based fleet
management solutions for large fleets like SBC Communications,
Inc., which has approximately 30,000 installed vehicles now in
operation.

At May 31, 2004, Remote Dynamics' balance sheet showed a
$14,693,000 stockholders' deficit compared to a $19,490,000 in
positive equity at August 31, 2003.


RESIDENTIAL ASSET: Moody's Shaves Two Certificate Class Ratings
---------------------------------------------------------------
Moody's Investors Service has upgraded four certificates and
downgraded three certificates, from Residential Asset Mortgage
Products, Inc.  Trust asset-backed securitization deals from
Series 2002-RS2 and Series 2002-RS3.  Each transaction consists of
a fixed rate pool (Group I) and adjustable rate pool (Group II).
These pools are made up of mortgage loans that are not eligible
for inclusion in Residential Funding Corporation's  core loan
program securitization because they do not satisfy the underlying
guidelines for those programs.  The mortgage loans were originated
by affiliates of Residential Funding Corporation and serviced by
HomeComings Financial Network, Inc., a wholly owned subsidiary of
Residential Funding Corporation.

The Class M-I-1 and M-I-2 fixed rate certificates from Series
2002-RS2 and RS3 deals were upgraded based on the substantial
build-up in credit support.  The projected pipeline losses are not
expected to significantly affect the credit support for these
certificates.  The seasoning of the loans and low pool factor
reduce loss volatility.

The most subordinate fixed rate and the two most subordinate
adjustable rate certificates from Series 2002-RS2 deal have been
downgraded because existing credit enhancement levels are low
given the current projected losses on the underlying pools. Losses
are higher than expected and projected loss could cause eventual
erosion of the overcollateralization.

Complete rating actions are:

Issuer: Residential Asset Mortgage Products, Inc.

Upgrades:

   -- Series 2002-RS2; Class M-I-1, upgraded to Aaa from Aa2
   -- Series 2002-RS2; Class M-I-2, upgraded to Aa3 from A2
   -- Series 2002-RS3; Class M-I-1, upgraded to Aaa from Aa2
   -- Series 2002-RS3; Class M-I-2, upgraded to Aa2 from A2

Downgrades:

   -- Series 2002-RS2; Class M-I-3, downgraded to Ba2 from Baa2
   -- Series 2002-RS2; Class M-II-2, downgraded to Baa1 from A2
   -- Series 2002-RS2: Class M-II-3, downgraded to Ba3 from Baa2


SALEM COMMS: Inks Pact with Univision to Exchange Radio Assets
--------------------------------------------------------------
Univision Communications Inc. (NYSE: UVN), the leading Spanish-
language media company in the United States, has reached an
agreement with Salem Communications, Inc., to exchange the assets
of:

   -- WIND-AM (560 KHz, licensed to Chicago, Illinois),
   -- KOBT-FM (100.7 MHz, licensed to Winnie, Texas),
   -- KHCK-AM (1480 KHz, licensed to Dallas, Texas), and
   -- KOSL-FM (94.3 MHz, licensed to Jackson, California),

serving the Chicago, Northern Houston, Dallas, and Sacramento
markets, respectively, for the assets of:

   -- WZFS-FM (106.7 MHz, licensed to Des Plaines, Illinois), and
   -- KSFB-FM (100.7 MHz, licensed to San Raphael, California),

serving the Chicago and Northern San Francisco markets,
respectively.

The asset exchange provides an opportunity for Univision Radio to
strengthen its radio station portfolio with facilities that are
more closely aligned with its strategic and financial performance
objectives. Univision Radio intends to transfer its Regional
Mexican "Radio Exitos" music format from WIND-AM to WZFS-FM. KSFB-
FM will combine with Univision Radio's KEMR-FM to more fully cover
the multi-county San Francisco and San Jose markets with a
simulcast of its Regional Mexican "Viva" format. The exchange of
the Chicago and Dallas AM stations will not affect the coverage of
RadioCadena Univision, the Company's recently launched AM Network,
which is broadcast over other AM stations owned by Univision Radio
in those markets.

McHenry T. Tichenor, Jr., President of Univision Radio, commented,
"We are very pleased to have struck a deal that will improve our
strong competitive positions in San Francisco and Chicago, the
fourth and fifth largest Hispanic radio markets in the United
States. These moves reflect our commitment to deploy our resources
to areas where we believe they will yield the greatest returns."

The transaction, which is subject to regulatory approval and other
closing conditions, is expected to close in the first quarter of
2005. Univision Communications anticipates taking a charge of up
to approximately $2.5 million related to severance and the closing
of the Sacramento facilities in the fourth quarter or 2005 first
quarter. The parties to the transaction intend to treat the
exchange as a "like-kind" exchange for federal tax purposes.

Univision Communications Inc. is the premier Spanish-language
media company in the United States. Univision is headquartered in
Los Angeles with television network operations in Miami and
television and radio stations and sales offices in major cities
throughout the United States.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 16, Standard
& Poor's Ratings Services revised its outlook on Salem
Communications Corp. to stable from negative, based on the
company's improving financial profile. The 'B+' long-term
corporate rating on the company was affirmed.

The Camarillo, California-based radio broadcasting company had
total debt outstanding of approximately $284.4 million at
June 30, 2004.

"The outlook revision recognizes Salem's lower leverage following
an approximately $66 million equity-financed reduction of debt,"
said Standard & Poor's credit analyst Alyse Michaelson.

Pro forma debt to EBITDA was 5.65x at June 30, 2004, compared with
leverage closer to 7x prior to the financing. Credit measures
have also strengthened through steady growth in EBITDA,
notwithstanding radio advertising's muted recovery. Salem has a
comfortable cushion of financial covenant compliance under the
7.25x leverage covenant contained in its bank agreement. The
company is expected to continue its growth plans prudently in
order to accommodate a tightening leverage covenant on
Dec. 31, 2004, and again at year-end 2005.

The rating and outlook incorporate the expectation that Salem's
ongoing acquisition activity will proceed at a more reasonable
pace than it has historically and will be financed in a manner
that preserves debt to EBITDA in the 5x-6x range. Salem began
generating discretionary cash flow in 2003, converting
approximately 36% of EBITDA into discretionary cash flow, which
could be used to help fund acquisitions or reduce debt.

The rating on Salem reflects:

   * high financial risk from debt-financed radio station
     acquisitions,

   * a short track record of generating discretionary cash flow,
     and

   * its niche religious programming focus.

These factors are partially offset by:

   * the company's expanding large-market radio station clusters,
   * increasing scale,
   * stable cash flow from block programming time sales, and
   * good asset value.


SOUTHERN STATES: Moody's Places B3 Rating on Senior Unsec. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the prospective
senior unsecured note issue of Southern States Cooperative, Inc.,
a B2 senior implied rating, and an SGL-2 speculative grade
liquidity rating.  Proceeds from the prospective $100 million note
issue will refinance existing debt.  The ratings outlook is
stable.

Southern States' ratings reflect material leverage on highly
competitive, low margin businesses that are exposed to heavy
seasonality and other agricultural risks.  The ratings also
consider, however, that Southern States provides needed products
to its customer base and that its regional scale provides an
effective distribution infrastructure enabling its suppliers to
reach a large and fragmented user base.  Southern States' ratings
also draw support from its good liquidity position as reflected in
the SGL-2 rating, particularly given the cooperative's exposure to
uncontrollable agricultural risks that can result in earnings
variations.  The unsecured notes are notched down from the senior
implied rating to reflect their effective subordination to the
company's senior secured credit facility.  The notes are
guaranteed by subsidiaries.

Moody's assigned the following ratings to Southern States:

   * $100 million guaranteed senior unsecured notes, due 2012
     -- B3,

   * Senior implied rating -- B2,

   * Unsecured issuer rating -- Caa1,

   * Speculative grade liquidity rating -- SGL-2,

   * Ratings outlook -- Stable.

Moody's does not currently rate Southern States' existing
corporate debt, and Moody's will not be rating the company's
prospective $165 million senior secured five-year revolving
credit.

Southern States' ratings are restrained by high leverage relative
to free cash flow, which leaves only modest financial flexibility
for downside earnings volatility.  The company operates in highly
competitive, fragmented businesses, with low margins and returns.
Its earnings are concentrated in three months of the year and are
susceptible to variation from uncontrollable agricultural risks.
Factors such as weather, commodity prices, animal diseases, and
governmental policies and regulations can lead to reduced
plantings, shorter planting seasons, or lower animal feed
requirements, which, in turn, can negatively affect Southern
States' sales and earnings.  Working capital requirements are
material.

Southern States' ratings are supported by:

   (a) its long operating history,

   (b) established distribution network, and

   (c) consistent customer base.

As an agricultural supply cooperative, many of Southern States'
customers also are cooperative members/owners.  The products sold
by Southern States are largely non-discretionary to its customer
base, and, although the markets are highly fragmented, the company
has leading positions in its region for its primary products.  The
company's customer relationships and regional infrastructure
enable it to function effectively as a distributor of products for
its major suppliers.  The company's sales and earnings also
benefit from product diversity (fertilizer, feed, crop chemicals,
petroleum products, other farm products).  In addition, the
ratings take into account the major restructuring of operations
over the past few years to restore profitability and reduce debt.

The SGL-2 rating reflects Southern States' good liquidity position
upon closing the prospective $165 million revolving credit.
Moody's expects the company to cover its cash needs internally
over the next year, although high seasonality will require
revolver drawings on an interim basis during the year. The
prospective revolver, which is governed by a monthly borrowing
base, provides sufficient long term excess committed availability.
Moody's does not expect the level of the company's utilization to
trigger the facility's financial covenant, which becomes effective
when availability declines to below $25 million.  The company's
assets are secured, limiting alternate sources of liquidity,
although the company could sell discrete businesses (such as
propane) without affecting the rest of its operations.

The stable ratings outlook reflects Moody's expectation that
Southern States has sufficient financial and operating flexibility
to weather normal pressures from unfavorable agricultural market
conditions.  If unusually severe conditions constrain liquidity
and push the company into a material cash flow deficit, the
ratings could be downgraded.  The ratings could be positively
impacted over time if the company can sustain improved
profitability from its strategic growth initiatives and decrease
average leverage to below 4x EBITDA.

Southern States' pro forma debt at 6/30/04 is $143.5 million, but
average outstandings during the year are higher due to the
company's seasonality.  Moody's estimates adjusted pro forma
leverage of about 5.5x LTM (6/30/04) EBITDAR, taking into account
operating leases, receivables financed with recourse, and average
debt balances over the year.  Estimated pro forma FCF/Average
Adjusted Debt is about 5%, but would approach breakeven in a year
impacted by unfavorable market conditions. The company has an off
balance sheet pension liability which it plans to fund over the
next five years from operating cash flow. The company is an
agricultural supply cooperative, but has not paid patronage
refunds in cash since 1998, except in very limited circumstances.
Moody's does not expect payments to resume unless profitability is
sustained at a much increased level.  The cooperative equity base
restrains the ability to raise equity capital and increases
reliance on debt.  The company's adjusted EBITDA margins are low,
at about 3%.  Pro forma coverage of interest and rentals after
capital spending is about 2.1x.

Southern States Cooperative, Inc., has headquarters in Richmond,
Virginia. The company reported revenues of $1.3 billion in FY04
(ending 6/30/04).  It supplies agricultural products and services
in ten states, with sales largely concentrated in Virginia,
Kentucky, North Carolina, Maryland and Georgia.


SPECTRASITE INC: Robert Katz & Richard Masson Resign From Board
---------------------------------------------------------------
SpectraSite, Inc. (NYSE: SSI), one of the largest wireless tower
operators in the United States, reduced the size of its Board of
Directors from ten members to eight members.

Robert Katz and Richard Masson, each of whom is affiliated with
former significant shareholders of the Company, have resigned from
the company's Board of Directors. Robert Katz is associated with
Apollo Management, L.P., and Richard Masson is associated with
Oaktree Capital Management, LLC. Affiliates of Apollo Management
V, L.P., and certain funds managed by Oaktree Capital Management,
LLC, were the Company's largest shareholders when the Company
emerged from restructuring on February 10, 2003, and Messrs. Katz
and Masson were named members of SpectraSite's Board of Directors
at that time. Since then, Apollo Management and Oaktree Capital
Management have liquidated their ownership positions in the
company in three secondary offerings, the last of which was
completed on May 10, 2004.

In describing the departure of Messrs. Katz and Masson, Stephen H.
Clark, President and CEO of SpectraSite stated, "Rob Katz and
Richard Masson have been instrumental to SpectraSite's success
over the last two years. However, since their firms no longer
maintain an ownership position in the Company, we fully understand
their decision. Given the expansion of our Board of Directors that
took place in June of this year, I am confident in saying that
SpectraSite has never been in a stronger position from a Board of
Directors and a governance standpoint."

On June 22, 2004, SpectraSite named six new members to its Board
of Directors. After giving effect to the departure of Messrs. Katz
and Masson, SpectraSite's Board of Directors will consist of eight
members, six of whom are independent directors.

                     About SpectraSite, Inc.

SpectraSite, Inc. -- http://www.spectrasite.com/-- based in Cary,
North Carolina, is one of the largest wireless tower operators in
the United States. At June 30, 2004, SpectraSite owned or operated
approximately 10,000 revenue producing sites, including 7,604
towers and in-building sites primarily in the top 100 markets in
the United States. SpectraSite's customers are leading wireless
communications providers, including AT&T Wireless, Cingular,
Nextel, Sprint PCS, T-Mobile and Verizon Wireless.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 15, Standard
& Poor's Ratings Services raised its ratings on Cary, North
Carolina-based wireless tower operator SpectraSite, Inc. and its
related entities. The corporate credit rating was raised to 'B+'
from 'B'. The rating on SpectraSite Communications Inc.'s bank
loan was raised to 'BB-' from 'B+'.

A recovery rating of '1' was assigned to the bank loan, indicating
a high expectation for full recovery of principal in the event of
a default. The rating on SpectraSite's senior unsecured debt
(which was raised to 'B-' from 'CCC+') is two notches lower than
the corporate credit rating due to the large amount of bank debt
in the capital structure relative to the company's overall asset
base. The ratings outlook is positive. At June 30, 2004, the
company had total debt outstanding of about $640 million.

"The upgrade reflects the company's successful track record of
consistently increasing operating cash flows from SpectraSite's
wireless tower business since February 2003, when the company
emerged from bankruptcy," said Standard & Poor's credit analyst
Catherine Cosentino. "This has translated into ongoing
improvement in its financial profile."

Primarily through increases in wireless tower revenues and
operating cash flow of about 12% and 21%, respectively, on a year-
over-year basis for the second quarter of 2004, the company was
able to lower its overall debt to annualized EBITDA metric to
about 4x for the three months ended June 30, 2004, from about 5x
for the comparable period in 2003 (including operating lease
adjustments). Such revenue growth has been accomplished through
increased co-location on the company's towers, as well as contract
price escalations for existing tenants. Moreover, with the
completion of the SBC purchase commitment, the company is
positioned to accomplish even further improvement in its overall
financial profile.


SPIEGEL INC: Modifies Automatic Stay for Lederers to Pursue Suit
----------------------------------------------------------------
On November 16, 1999, Richard Lederer, together with his wife,
Renee, commenced an action in the Supreme Court of the State of
New York, County of New York, seeking, inter alia, compensation
for injuries sustained when Mr. Lederer was struck on the head by
a wood beam on September 11, 1997, while he was working on an
Eddie Bauer, Inc., retail store undergoing construction located
at 600 Madison Avenue, in New York.

On September 11, 2003, Mr. Lederer filed two proofs of claim --
Claim Nos. 1627 and 1651 -- against Eddie Bauer for $10,500,000.
The Lederers have not filed proofs of claim against any other
Debtor.

The Debtors have engaged in productive discussions with the
Lederers' attorneys.  Both parties agree that:

    (a) The automatic stay will be modified solely to permit the
        parties to prosecute and defend against the Litigation and
        to take actions necessary to exercise their rights in the
        Litigation, provided, however, that the Lederers may
        enforce or execute on any settlement or judgment entered
        by a court of competent jurisdiction, or other disposition
        of the underlying claims in the Litigation only to the
        extent the claims are covered by proceeds from any of the
        Debtors' applicable liability insurance policies and
        subject to any coverage defenses in the applicable
        insurance policies and set-off by applicable self-insured
        retention or deductible amounts, and only to the extent
        permitted by the settlement, judgment, or other
        disposition.  The Lederers will not have allowed claims
        pursuant to Section 502 of the Bankruptcy Code or
        otherwise against the Debtors or their estates and will
        have no right to share in any distribution from the
        Debtors or their estates, whether under a reorganization
        plan or otherwise.  Moreover, any proceeds of the Debtors'
        applicable liability insurance policies will not include
        any amounts payable pursuant to any insuring agreement
        that obligates or requires the Debtors to reimburse, fund
        or otherwise pay an amount directly or indirectly to any
        third party as a condition or consequence of the defense,
        settlement, judgment or other disposition of the
        Litigation.

    (b) The Lederers will not engage in any efforts to collect any
        amount from the Debtors, any person indemnified by the
        Debtors, or any person listed as an additional insured
        under the Debtors' liability insurance policies.  Neither
        the Debtors nor any of the Indemnities will be required to
        make any payment or distribution to the Lederers on
        account of any claim asserted by the Lederers or on
        account of any proof of claim or request that either Mr.
        Lederer or his wife has filed or asserted, or may file or
        assert, against any of the Debtors in their Chapter 11
        cases.  The Proofs of Claim and any other Bankruptcy
        Claims that have been filed or asserted by the Lederers
        are, therefore, withdrawn.  The Lederers agree that, in
        addition to withdrawing all proofs of claim previously
        filed or asserted against the Debtors by or on behalf of
        the Lederers, the Lederers will not file any other proofs
        of claim against the Debtors.

    (c) The Lederers waive any and all claims for recovery against
        the Debtors and the Indemnities, other than their claim
        against the insurance proceeds.  The Lederers further
        waive any right to prosecute any claim for punitive
        damages against the Debtors, any Indemnitee, or the
        Debtors' insurers whether or not this claim is currently
        asserted.  The Lederers further specifically agree that
        any settlement of the Litigation will include a general
        release of all claims against the Debtors and the
        Indemnities.

    (d) Nothing in the Stipulation will affect:

        * the parties' rights to prosecute or defend against the
          merits of the allegations asserted in the Litigation and
          any subsequent appellate proceedings with respect to the
          Litigation; or

        * the Debtors' rights to seek contribution or
          indemnification from any co-defendant or any other
          entity.

    (e) The Lederers will irrevocably waive any rights to seek
        further relief from the automatic stay.

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)


SUMMIT PROPERTIES: S&P Puts BB+ Rating on $170M Senior Notes
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings and
outlook on Camden Property Trust (Camden; BBB/Stable) following
the company's announcement that it intends to acquire Summit
Properties Incorporated for roughly $1.9 billion, including
assumed debt.  Roughly $1.1 billion of Camden's senior notes are
impacted by the affirmation.

Additionally, Standard & Poor's placed its 'BBB-' corporate credit
and 'BB+' senior unsecured note ratings on Summit on CreditWatch
with positive implications, affecting $170 million of senior
notes.

Though Camden appears to be paying a full price for Summit's high
quality assets, the transaction is being financed in a prudent
fashion, and post-closing portfolio diversity and asset quality
will improve for the combined entity.  Leverage could rise
modestly and secured debt levels will increase more significantly,
but both measures are expected to remain within acceptable
parameters for Camden's current rating.  Integration risk
should be somewhat limited, given Summit's smaller operating
platform and Camden's experience of successfully absorbing prior
acquisitions.

Under terms of the agreement, Camden will acquire each Summit
share for an average of $31.37, representing a 13.5% premium over
Summit's closing stock price.  Summit shareholders will be able to
elect either cash or 0.6687 Camden shares subject to a limit of
$434 million in cash and 14.1 million Camden common shares.

This results in a 60/40 equity-to-cash financing.  Camden intends
to finance the cash portion through a combination of asset sales
and contributions to joint ventures for expected net proceeds in
the $350 million to $500 million area.  Depending on the timing of
the asset sales and joint venture formation, Camden has obtained a
backup bridge loan.

Camden will also assume roughly $750 million of debt, including
about $500 million of mortgage debt.  The transaction is expected
to close in early 2005, and is subject to shareholder approval, as
well as customary closing conditions.

The acquisition adds a high quality portfolio of more than 14,000
stabilized units in the Washington D.C. metro area, Southeast
Florida, Atlanta, Charlotte, and Raleigh, resulting in a pro-forma
combined portfolio of more than 66,000 units located in 13 states.
Physical occupancy for both portfolios was roughly 94% at June 30,
2004.

Furthermore, Camden also acquires a development pipeline,
primarily in Washington, D.C., Southeast Florida, and Raleigh.
The combination enhances Camden's asset quality, given Summit's
comparatively younger, higher quality communities, and improves
Camden's geographic diversification.  The acquisition gives Camden
immediate exposure in the coveted, more supply constrained
Washington, D.C. and Southeast Florida markets.  Furthermore,
the acquisition, combined with planned asset sales, will reduce
Camden's exposure in its largest existing markets of Las Vegas,
Houston, Dallas, and Tampa.

Leverage is expected to remain fairly stable due to the sizeable
equity component of the acquisition financing.  Coverage measures
are expected to deteriorate modestly due to Summit's lower
coverage metrics that are impacted by a component of costly
preferred units in its capital structure, as well as the drag from
development.

As of June 30, 2004, Camden's debt service coverage was 2.5x and
fixed charge coverage was 2.2x.  On a combined basis, these
metrics are projected to decline 10 to 20 basis points in 2005,
which is still adequate for the assigned rating.  Camden expects
these measures return to historical levels in 2006.  Total
coverage of all obligations including common stock is expected to
remain adequate at just over 1x.

Finally, debt maturities over the next two years for the combined
entity appear very manageable; Summit recently repaid a $50
million August 2004 maturity, and has two smaller $25 million note
senior notes coming due in 2005 and 2006.  Camden has no senior
notes maturing in 2005 and roughly $175 million coming due in
2006.

While the acquisition is conservatively financed, secured debt
levels will rise with the combination, but not to alarming levels,
given Camden historically low levels of secured debt on its
balance sheet.

Secured debt-to-undepreciated assets will roughly double to 14% in
the first quarter of 2005 from 7% at June 30, 2004.  Encumbered
NOI will commensurately increase from roughly 20% to 24%.
Camden's intent is to reduce secured debt levels over time, as
mortgages mature or prepayment is economical.

It is expected that Summit's outstanding senior unsecured notes
will be assumed by Camden and that they will be pari-passu with
Camden's existing senior notes.

                        Ratings Affirmed
                     Camden Property Trust

                                           Rating
                                           ------
            Corporate Credit               BBB/Stable
            Senior Unsecured Debt          BBB


             Ratings Placed On Creditwatch Positive
     Summit Properties Inc./Summit Properties Partnership L.P.

                                        Rating
                                        ------
                                 To                From
                                 --                ----
      Corporate Credit      BBB-/Watch Pos      BBB-/Stable
      Senior Unsecured Debt BB+/Watch Pos From  BB+


SUMMIT PROPERTIES: Inks Merger Pact with Camden Property Trust
--------------------------------------------------------------
Camden Property Trust (NYSE:CPT) and Summit Properties Inc.
(NYSE:SMT) have executed a definitive merger agreement pursuant to
which Summit will be merged with and into a wholly owned
subsidiary of Camden. The total transaction value, including the
assumption of Summit debt, is approximately $1.9 billion, or
$31.37 per Summit share, based on the closing price of Camden's
shares on Oct. 1, 2004.

"This strategic merger takes both Camden and Summit to the next
level in size and potential," said Richard J. Campo, chairman and
CEO of Camden. "This merger creates the fifth largest multifamily
public company in the U.S. with a $5.7 billion total market
capitalization and a $2.9 billion equity market cap."

"This is good news for our stockholders and our Associates," said
Steve LeBlanc, CEO of Summit. "Our stockholders will receive a
premium over the current share price as well as a 26% increase in
annual dividends for those electing Camden shares in the merger.
Our Associates will have the benefit of working with a dynamic,
growing organization that, like Summit, has a long tradition of
excellence."

D. Keith Oden, president and COO of Camden, sees this move as the
perfect geographic and product alignment. "It is hard to imagine a
company that is a better fit than Summit. Their five core markets
- Washington, D.C., Southeast Florida, Atlanta, Raleigh and
Charlotte - are projected to be in the top 26 employment growth
markets for the next five years, and the only shared market with
Camden is Charlotte, N.C. We believe that this will be the best
platform in the industry from which to produce future FFO growth."

Under the terms of the merger agreement, Summit stockholders may
elect, on a share-by-share basis, to receive either $31.20 in cash
or 0.6687 of a Camden common share at the closing. These elections
are subject to reallocation so that the aggregate amount of cash
issued in the merger to Summit's stockholders will equal
approximately $434.4 million. The merger agreement may be
terminated by Summit if the value of the share consideration
payable to Summit stockholders decreases to below $39.31 per
Camden share, during a period leading up to the merger, unless
Camden elects to increase the exchange ratio to maintain this
value. The limited partners in Summit's operating partnership will
be offered, on a unit-by-unit basis, the opportunity to redeem
their partnership units for $31.20 in cash per unit or to remain
in the partnership following the merger at a unit valuation equal
to 0.6687 of a Camden common share.

The Boards of both companies have approved the transaction, which
remains subject to approval by the holders of Camden and Summit
common shares and by the holders of limited partnership interests
in Summit's operating partnership. Camden will pay approximately
$434.4 million and issue approximately 14.0 million new Camden
common shares and operating partnership units in the transaction
(assuming that all of the holders of operating partnership units
elect to remain in the partnership following the merger). The
merger is currently expected to close in the first quarter of
2005.

The merger agreement also calls for two of Summit's current
directors, Messrs. William B. McGuire Jr. and William F. Paulsen,
to join the Camden board following the merger.

Camden currently expects to form a joint venture and transfer to
the venture multifamily properties with an estimated value of $450
million to $500 million. Camden anticipates that it will retain a
minority interest in the venture and continue to provide property
management services for the properties transferred to the venture.
Alternatively, Camden may sell these properties to third party
purchasers. Camden will use a portion of the proceeds from these
transactions to fund the cash portion of the merger consideration.

Deutsche Bank and Locke Liddell & Sapp LLP advised Camden in the
transaction. J.P. Morgan Securities Inc. and Goodwin Procter LLP
advised Summit in the transaction. Additionally, Banc of America
Securities LLC advised Camden with respect to financing on this
transaction, with Bank of America, N.A. providing a $500 million
bridge loan financing commitment.

                   About Camden Property Trust

Camden Property Trust is a real estate company engaged in the
ownership, development, acquisition, management and disposition of
multifamily apartment communities. For additional information
regarding Camden, please contact Camden's Investor Relations
Department at 800-922-6336 ext. 2787 or 713-354-2787, or visit
Camden's Web site at http://www.camdenliving.com/

                     About Summit Properties

Summit Properties Inc. is a real estate investment trust that
focuses on the operation, development, and acquisition of luxury
apartment communities. For additional information regarding
Summit, please contact Summit at 704-334-3000, email Summit at
email@summitproperties.com, or visit Summit's Web site at
http://www.summitproperties.com/

                          *     *     *

Standard & Poor's Ratings Services affirmed its ratings and
outlook on Camden Property Trust (Camden; BBB/Stable) following
the company's announcement that it intends to acquire Summit
Properties Incorporated for roughly $1.9 billion, including
assumed debt.  Roughly $1.1 billion of Camden's senior notes are
impacted by the affirmation.

Additionally, Standard & Poor's placed its 'BBB-' corporate credit
and 'BB+' senior unsecured note ratings on Summit on CreditWatch
with positive implications, affecting $170 million of senior
notes.


TROPICAL SPORTSWEAR: Sells South Pacific Division for $3 Million
----------------------------------------------------------------
Tropical Sportswear Int'l Corporation (Nasdaq:TSIC), a designer,
producer and marketer of high-quality branded and retailer private
branded apparel, has sold its South Pacific division to the
division's current senior management for $3.0 million.

The division, which has annual sales of approximately $8.0
million, sells products marketed under the Farah(R) and Savane(R)
brands to department stores and specialty retailers in Australia
and New Zealand. The transaction includes a sub-license agreement
for the use of the two trademarks. In connection with the sale,
TSI expects to record a non-cash loss of approximately $3.5
million during its fiscal fourth quarter.

"As TSI moves forward with its new business strategy, we continue
to look for opportunities to further improve our operations and
position the company for long-term success," said CEO Michael
Kagan.

"The Farah(R) and Savane(R) brands are popular among consumers in
the South Pacific region," said Paul Box, Managing Director. "This
transaction presented a win-win opportunity for both parties, and
we are looking forward to continuing to work with TSI through our
sub-license agreement."

                       Management Changes

Frank Maccarrone has resigned as the company's chief
operating officer. He was primarily responsible for sourcing
activities. Bill Johnsen, a director at Alvarez & Marsal who has
extensive operational experience in a variety of industries, will
assume the responsibilities until a new head of sourcing is
identified.

"TSI is working to put in place the talent necessary to take the
company to the next level and chart a course for a bright future,"
said CEO Michael Kagan. "We are pleased that Bill Johnsen, who has
been working with TSI for the past several months, will be
overseeing our sourcing activities on an interim basis as we seek
a strong, experienced individual to head this part of our
operations long-term."

Tropical Sportswear Int'l Corporation (Nasdaq:TSIC) is a designer,
producer and marketer of high-quality branded and retailer private
branded apparel products that are sold to major retailers in all
levels and channels of distribution. Primary product lines feature
casual and dress-casual pants, shorts, denim jeans, and woven and
knit shirts. Major owned brands include Savane(R), Farah(R),
Flyers(TM), The Original Khaki Co.(R), Bay to Bay(R), Two
Pepper(R), Royal Palm(R), Banana Joe(R), and Authentic Chino
Casuals(R). Licensed brands include Bill Blass(R) and Van
Heusen(R). Retailer national private brands that we produce
include Puritan(R), George(TM), Member's Mark(R), Sonoma(R), Croft
& Barrow(R), St. John's Bay(R), Roundtree & Yorke(R), Geoffrey
Beene(R), Izod(R), and White Stag(R). TSI distinguishes itself by
providing major retailers with comprehensive brand management
programs and uses advanced technology to provide retailers with
customer, product and market analyses, apparel design, and
merchandising consulting and inventory forecasting.

                          *     *     *

In its Form 10-Q for the quarterly period ended April 3, 2004,
filed with the Securities and Exchange Commission, Tropical
Sportswear International Corporation reports:

"On December 15, 2003, we paid the semi-annual interest payment
of $5.5 million to the holders of our senior subordinated notes.
On December 16, 2003, availability under our Facility fell below
$20 million, triggering financial covenants which we violated.
This caused us to be in technical default under the Facility. On
January 12, 2004, we amended the Facility with Fleet Capital,
which among other things reduced aggregate borrowings to $70
million. The default under the Facility was waived on January 12,
2004 by the terms of the Amended Facility. Although our Amended
Facility provides for borrowings of up to $70 million, the
amount that can be borrowed at any given time is based upon a
formula that takes into account, among other things, our
eligible accounts receivable and inventory, which can result
in borrowing availability of less than the full amount.
Additionally, the Amended Facility contains a $10 million
availability reserve base and higher rates of interest than the
Facility. The $10.0 million availability reserve base was met as
of April 3, 2004 and through the date of this filing. The
Amended Facility also contains monthly financial covenants of
minimum EBITDA levels, which began February 2004, and a
consolidated fixed charge coverage ratio and consolidated EBIT to
consolidated interest expense ratio which begin March 2005. The
fiscal 2004 minimum EBITDA levels are cumulative month amounts
beginning in the second quarter of fiscal 2004. The minimum EBITDA
threshold for fiscal 2004 ranges from $1.8 million for the two
months ending February 29, 2004 to $11.8 million for the nine
months ending October 2, 2004. We were in compliance with the
EBITDA covenants as of April 3, 2004, and had $13.2 million
available for borrowing under the Amended Facility. While we
believe our operating plans, if met, will be sufficient to assure
compliance with the terms of the Amended Facility, there can be
no assurances that we will be in compliance through fiscal 2004."


TXU GAS: Moody's Withdraws Ratings Following Atmos Purchase
-----------------------------------------------------------
Moody's Investors Service has withdrawn all of TXU Gas Company and
its supported companies' debt and preferred ratings (Baa3 sr.
uns., Ba1 subordinated, Ba2 preferred stock, (P)Baa3/(P)Ba1shelf)
following the defeasance of all of those obligations.  Retirement
of these obligations was required under "change of control"
provisions in TXU Gas's debt indentures and was triggered by the
closing of the sale of substantially all its assets to Atmos
Energy Corporation on October 1, 2004. Adequate funds to defease
these obligations have been placed with trustees, and TXU Gas's
obligations under them have been satisfied and discharged.

Headquartered in Dallas, Texas, TXU Gas Company, is a subsidiary
of TXU Corporation, a diversified energy company.


UAL CORP: Inks Out-of-Court Settlement with Guilford
----------------------------------------------------
UAL Corporation and its debtor-affiliates frequently buy and sell
aircraft.  In 2002, the Debtors, Guilford Transportation
Industries, Inc., and Griffin Title & Escrow, Inc., entered into
an Aircraft and Simulators Purchase and Sale Agreement, under
which the Debtors would sell Guilford 24 used Boeing 727-222A
Aircraft with related auxiliary power units, used engines and
other parts, plus three used 727 flight simulators.  In 2002,
Guilford took delivery and paid for the first 22 Aircraft.
However, Guilford refused delivery of, and did not pay for, the
Remaining two Aircraft.

In response, on December 11, 2003, the Debtors filed Adversary
Proceeding No. 03-A-04753, captioned United Air Lines, Inc. v.
Guilford Transportation Industries, Inc., et al.  The Debtors
alleged that Guilford breached the Agreement by refusing to take
delivery and pay for the Remaining Aircraft.  The Debtors sought
$1,300,000 in damages based on the contract price for the
Remaining Aircraft.

Guilford denied the allegations and filed a Counterclaim.
Guilford argued that the Debtors failed to provide necessary
documents to secure Federal Aviation Administration certification
for the Aircraft.  Due to this oversight, the Aircraft remain
grounded.  Also, Guilford alleged that the Debtors' employees
tampered with the simulators prior to delivery.  Guilford asked
the Debtors to pay more than $200,000 in compensation.

Since the beginning of this dispute, the parties have been in
negotiations to settle out of court.  James H.M. Sprayregen,
Esq., at Kirkland & Ellis, in Chicago, Illinois, tells the Court
that both sides have reached a settlement that will allow the
Debtors to recover a dollar amount similar to what the Debtors
would have claimed as damages at trial.  The Settlement removes
all trial risk, reducing costs that would be incurred by
continued prosecution of the Adversary Complaint.

Under the Settlement, Guilford will also pay the Debtors $300,000
in cash.  Guilford will release $310,000 to the Debtors, which is
in an escrow account that previously held the $3,240,000 initial
down payment for the transaction.  The Debtors will provide
Guilford with assistance in securing FAA certification for the
Aircraft, including providing personnel to meet with regulatory
officials or other entities.

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)


UAL CORP: Files 6th Reorganization Status Report
------------------------------------------------
The Bankruptcy Court has advised UAL Corporation and its debtor-
affiliates to work cooperatively with all their stakeholders,
including the Official Committee of Unsecured Creditors and the
labor unions.  The Court recognized that the chances for a
successful reorganization are dramatically increased when all
stakeholders work together and engage in open, constructive, and
transparent dialogue.  In response, the Debtors pledge "full
commitment to a heightened spirit" of interaction between
interested parties.  The Debtors say that all parties, save one,
agree that negotiations should evolve before addressing a multi-
month extension of exclusivity.  The Association of Flight
Attendants is absent from the Debtors' list of cooperative
parties.

To increase cooperation, a Creditors Committee Working Group was
formed, which is comprised of Committee members from various
constituencies -- the ALPA, the PBGC, Deutsche Lufthansa, and
Stark Investments.  The Committee Working Group was created to
interact directly with the Debtors' senior management to identify
and evaluate additional costs savings and to work towards
development of a viable and financeable business plan.  To secure
exit financing without the involvement of the Air Transportation
Stabilization Board, the Debtors "will require hundreds of
millions of dollars in additional cost reductions -- indeed, in
the neighborhood of $500 million -- on top of the savings that
would be realized even if the Company were to terminate and
replace its pension plans."

The Committee Working Group has formed six Subcommittees:

   (1) Exit Financing;
   (2) United Express;
   (3) Aircraft Maintenance;
   (4) United's Network;
   (5) United's Business Model; and
   (6) Other Cost/Revenue Improvements.

The Subcommittees are comprised of principals and business
professionals with restructuring and airline experience,
including 14 different business and legal professional advisors.

The Debtors will be challenged to procure exit financing,
particularly given the insidious pressure created by record high
fuel costs and an unforgiving pricing environment.  "This
relentless pressure is not going to change in the near term,
which means United has much more to do, and many tough decisions
ahead."

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 AIRLINES: Takes Further Steps to Lower Distribution Costs
----------------------------------------------------------------
United Airlines (OTC Bulletin Board: UALAQ) has taken another step
toward lowering its distribution costs as part of the company's
ongoing restructuring efforts. Starting Monday, Oct. 4, United
will use Orbitz' Supplier Link Technology that will enable Orbitz
to book tickets directly with United's reservation system instead
of through a global distribution system. By bypassing a GDS,
United can eliminate the fee it typically pays for tickets issued
through a GDS, making Orbitz one of United's lowest-cost
distribution channels.

"Using Orbitz' Supplier Link Technology is just one of the
strategic initiatives United has underway to help us reduce our
sales and distribution costs," said John Tague, United's executive
vice president - Marketing, Sales and Revenue. "We are extremely
committed and serious about shifting our distribution to the
lowest-cost channels in order to stay competitive for our
customers."

Mr. Tague said that United is implementing and reviewing other
initiatives that will help United reduce its sales and
distribution costs as part of the company's overall, ongoing
restructuring efforts. These initiatives include:

   -- analysis of next-generation technologies that will bring
      long overdue competition to the travel distribution
      marketplace;

   -- improvements to existing low-cost distribution channels;

   -- the creation of new distribution channels that deliver value
      to the customer; and

   -- the renegotiation of existing distributor and supplier
      contracts.

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.


UNIVERSAL ACCESS: Committee Hires Winston & Strawn as Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gave the Official Committee of Unsecured Creditors of Universal
Access Holdings Inc., and its debtor-affiliates permission to
employ Winston & Strawn LLP, as its counsel.

Winston & Strawn will:

    a) consult with the Debtors' professionals or representatives
       concerning the administration of their bankruptcy cases;

    b) prepare and review pleadings, motions and correspondences;

    c) appear and be involved in proceedings held before the
       Bankruptcy Court;

    d) provide legal counsel to the Committee in its investigation
       of the acts, conduct, assets, liabilities and financial
       condition of the Debtors, the operation of the Debtors'
       businesses and other matters related to their cases;

    e) examine and investigate claims asserted against the
       Debtors;

    f) confer and negotiate with the Debtors, other parties in
       interest, and their respective attorneys and other
       professionals concerning the Debtors' businesses and
       properties, chapter 11 plan, claims, liens, and other
       aspects of the Debtors' cases;

    g) confer and assist the Debtors in the sale of the Debtors'
       assets;

    h) negotiate with the Debtors, and other parties in interest
       involved in the sale of the Debtors' assets, the allocation
       of the purchase price for such sale, and the deposition of
       the proceeds from the sale;

    i) examine, investigate and prosecute preference claims,
       fraudulent conveyance claims and other claims under
       Sections 544 through 550 of the Bankruptcy Code; and

    j) provide the Committee with other legal services, including
       to those enumerated in Section 1103(c), as the Committee
       may request.

Winston & Strawn's fees and expenses will be paid by the Debtors'
estates.

David W. Wirt, Esq., and David Neier, Esq., are the lead attorneys
representing the Committee.  Mr. Wirt will bill the Debtors $400
per hour for his services and Mr. Neir will charge $420 per hour.

Mr. Wirt reports Winston & Strawn's professionals bill:

         Designation                Hourly Rate
         -----------                -----------
         Partners                   $325 - 695
         Counsel & Associates        160 - 440
         Paraprofessionals           105 - 175

Winston & Strawn does not represent any interest adverse to the
Committee, the Debtors or their estate.

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


US AIRWAYS: Asks Court for Interim Wage & Benefits Reduction
------------------------------------------------------------
Pursuant to Section 1113(e) of the Bankruptcy Code, US Airways and
its debtor-affiliates ask the Court for interim relief from their
Collective Bargaining Agreements with:

     (1) Air Line Pilots Association, International;

     (2) Association of Flight Attendants-Communications Workers
         of America;

     (3) Communication Workers of America;

     (4) International Association of Machinists and Aerospace
         Workers; and

     (5) Transport Workers of America Locals 546 and 547.

The Debtors are in extreme financial distress.  Unless industry
conditions further deteriorate, the Debtors have sufficient cash
to operate through January 2005.  However, if they do not
accumulate cash during the next five months, there is a high
probability of irreparable harm to their asset base, material
downsizing, massive layoffs and liquidation.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
explains that the Debtors must accrue roughly $200,000,000 in
additional cash by early 2005.  The only way to reduce cash
outflow is to immediately implement $38,000,000 in monthly wage
and benefit reductions.  Accordingly, the Debtors have asked
their Unions for immediate interim modifications in their CBAs
that would reduce wages by 23%, reduce certain retirement
contributions and make other modifications to work rules.  These
modifications, along with $5,000,000 in monthly non-labor cost
savings, will allow the Debtors to maintain their business
operations through the end of the first quarter of 2005.

The Debtors hope that, prior to the October 7, 2004, hearing,
they can obtain the consent of the Unions.  If they cannot, the
Debtors will have only one way to achieve the costs savings that
are essential to their short-term survival -- by asking the Court
to impose the interim modifications through Section 1113(e).

The proposed modifications are less than the total labor cost
reductions that the Debtors will need to survive in the long
term.  If the implementation of the interim wage and benefits
reduction is delayed, the Debtors will need wage and benefit
reductions, at a later date, of an unfeasible magnitude.  While
the interim modifications are in effect, the Debtors will pursue
permanent modifications to their labor agreements that will
enable the Debtors to reorganize successfully.

The Debtors recognize the hardships that the modifications will
impose on employees.  But the short-term demands of wage and
benefit reductions will pale in comparison to the hardship that
will ensue if the Debtors must cease their business operations.
The Debtors have "a realistic, credible plan to transform US
Airways into a viable competitor," Mr. Leitch asserts, but they
must begin this journey immediately, or they will almost
certainly fail.

There are two reasons for a projected decline in cash in early
2005:

    -- $260,000,000 in aircraft debt and lease payments are due
       in January and February 2005.  If the Debtors fail to make
       these payments, they will lose the aircraft, jeopardizing
       the Transformation Plan and rendering the Debtors unable
       to continue their business operations; and

    -- The Debtors will experience the industry-wide seasonal
       drop-off in passenger revenue.  The Debtors' low point for
       cash during the year typically occurs in March, as the
       slow first quarter ends.

Starting in April 2005, the Debtors project a modest cash
accumulation, at least for several months.  Therefore, the
Debtors need to accumulate sufficient cash to get through the
slow first quarter of 2005.

After the Debtors make the $260,000,000 aircraft payments in
early 2005, their unrestricted cash balance will fall to around
$300,000,000 -- a level so low that there could be a withdrawal
of credit from trade creditors or booking away by passengers.
This would further drain the Debtors' cash.  Faced with this
prospect, the Debtors would have no choice but to refrain from
making aircraft lease and debt payments.  Instead, they would
probably commence massive downsizing, layoffs, asset sales and an
orderly shutdown of the airline's operations.

If the Debtors implement the necessary labor cost reductions,
including obtaining $5,000,000 per month in non-union labor cash
savings, and then promptly reach agreements with each of the
Unions on permanent modifications to the CBAs -- or failing such
agreements, obtain permanent relief under Section 1113(c) -- the
Debtors will have sufficient cash to survive.  Then the Debtors
will have the time to implement the Transformation Plan, which is
the key to their emergence from Chapter 11 as a viable
competitor.

Mr. Leitch informs the Court that no constituency will be
exempted.  The Debtors have already made, and continue to make
permanent reductions to management and administrative employee
ranks, in addition to a $40,000,000 annual cost saving program.
Management and administrative payroll is projected to be further
reduced over the next 30 days.

The Debtors have an interim agreement with the ATSB Lenders,
permitting the Debtors to use cash collateral through October 15,
2004.  This interim agreement contains minimum cash balance
requirements.  If the Debtors fall below these minimum cash
balance requirements, the ATSB Lenders are authorized by the
interim cash collateral order to exercise remedies that could put
the Debtors out of business.

Mr. Leitch outlines the specifics of the proposed labor cost
reduction:

   (a) Pay and Pension Reductions -- All represented employees
       will take a 23% pay reduction.  The Debtors will seek to
       conform retirement plans to the levels provided to
       comparable America West employee groups.

   (b) Minimum Aircraft -- Minimum aircraft requirements under
       the CBAs will be modified.  The alterations to minimum
       aircraft obligations will continue existing productivity
       rules and allow the Debtors to furlough employees if the
       aircraft fleet is reduced below 279 mainline jet aircraft.

   (c) Limited Outsourcing -- The Debtors will outsource work if
       necessary, including outsourcing to:

       * avoid incurrence of any additional heavy/base
         maintenance obligations;

       * address out of the ordinary course of business
         attrition; or

       * address work slow-downs or other service disruptions
         caused by employee groups.

The proposed interim cost reduction is a last resort.  The
Debtors do not have any other options to achieve savings of the
necessary magnitude.

If the interim reduction is not granted, cash reserves will fall
so low that the Debtors will likely be forced into an operating
shutdown and an irreversible liquidation.

According to Mr. Leitch, the Debtors' proposal "is not a matter
of reducing costs to finance a reorganization, rather, a matter
of reducing costs to avoid the cessation of business operations
and a corresponding liquidation."  Mr. Leitch emphasizes that a
liquidation will result in the loss of jobs for 34,000 employees,
the cessation of 3,300 flights a day, a disruption to almost
1,000,000 passengers per week and no recovery for unsecured
creditors.  In contrast, if the Debtors are given the opportunity
to implement the Transformation Plan, the prospects for a better
outcome are greatly enhanced.  US Airways must transform, or it
will fail.  The interim cost reduction is a necessary step toward
that transformation.

                        Debtors' Statement

     ARLINGTON, Virginia -- September  24, 2004 -- US Airways
Group, Inc. today filed a motion seeking interim relief from the
company's collective bargaining agreements with the Air Line
Pilots Association (ALPA), Association of Flight Attendants
(AFA), Communications Workers of America (CWA), International
Association of Machinists and Aerospace Workers (IAM), and
certain units of the Transport Workers Union (TWU), under Section
1113(e) of the U.S. Bankruptcy Code.

     The motion was filed with the U.S. Bankruptcy Court for the
Eastern District of Virginia, which is overseeing US Airways'
Chapter 11 restructuring.

     In its motion, the company emphasized that the request for
interim relief is made in order to maintain US Airways as a going
concern and "preserve approximately 34,000 jobs, preserve air
service to hundreds of communities, build the cash reserves
needed for the winter, give customers comfort that there is
adequate cash for continued operations, and ultimately, avoid the
threat of liquidation."

     "We have had constructive discussions this past week with
all of our labor groups and we will continue to seek consensual
agreements with our unions, pending the Court's ruling on the
motion," said Bruce R. Lakefield, US Airways president and chief
executive officer.  "Nevertheless, we must move quickly to secure
cost reductions, build cash reserves and send the signal to our
financial partners and our customers that we will actively manage
this restructuring and not allow the company to be swept up in
speculation about our future."

     The interim relief request seeks $38 million per month in
cost reductions from labor groups, effective immediately upon the
Court's approval.  In addition, US Airways will implement capital
expenditure reductions and a series of actions to be announced
shortly to reduce non-labor and management costs and generate an
additional $5 million per month of savings.  These actions do not
require court authorization.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of US Airways, Inc.,
Allegheny Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines,
Inc., MidAtlantic Airways, Inc., US Airways Leasing and Sales,
Inc., Material Services Company, Inc. and Airways Assurance
Limited, LLC. Under a chapter 11 plan declared effective on March
31, 2003, USAir emerged from bankruptcy with the Retirement
Systems of Alabama taking a 40% equity stake in the deleveraged
carrier in exchange for $240 million infusion of new capital. US
Airways and its subsidiaries filed another chapter 11 petition on
September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq. and Douglas
M. Foley, Esq. at McGuireWoods LLP represent the Debtors in its
restructuring efforts. In the Company's second bankruptcy filing,
it lists $8,805,972,000 in total assets and $8,702,437,000 in
total debts. (US Airways Bankruptcy News, Issue No. 66; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


VIATICAL LIQUIDITY: Committee Wants Reed Smith as Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Viatical Liquidity LLC's chapter 11 case asks the U.S. Bankruptcy
Court for the Southern District of California for permission to
employ Reed Smith LLP as its counsel.

The Committee believes Reed Smith is well qualified to represent
it in the Debtor's bankruptcy case because of the Firm's expertise
in the field of creditors' rights and business reorganizations
under chapter 11 of the Bankruptcy Code.

Reed Smith is expected to:

    a) advise the Committee with respect to its duties and powers
       in the Debtor's bankruptcy case;

    b) consult with the Debtor concerning the administration of
       its Bankruptcy Case;

    c) assist the Committee in its investigation of the acts,
       conducts, assets, liabilities, and financial condition of
       the Debtor, the operation of the Debtor's business, and the
       desirability of the continuation of the Debtor's business,
       and any other matters relevant to the case and the
       formulation of a Plan of Reorganization;

    d) prepare all necessary motions, applications, answers,
       orders, reports, or other papers in connection with the
       administration of the Debtor's estate;

    e) review any proposed plan and disclosure statement, and
       participate with the Debtor or others in the formulation or
       modification of a plan, or propose a Committee plan if
       appropriate; and

    f) perform other legal services as may be required and in the
       interest of the Committee.

The Committee proposes that Reed Smith receive a $5,000 retainer.
Robert C. Shenfeld, Esq., Partner at Reed Smith will be the lead
attorney representing the Committee

Mr. Shenfeld reports that Reed Smith's professionals bill:

              Designation               Hourly Rate
              -----------               -----------
              Partners                  $ 440 - 515
              Associates                  225 - 375
              Litigation Assistant        100 - 150

To the best of the Committees' knowledge, Reed Smith is
"disinterested" as the term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in San Diego, California, Viatical Liquidity, LLC, a
company engaged in the insurance industry, filed for chapter 11
protection on June 18, 2004 (Bankr. S.D. Calif. Case No.
04-05472). Gary B. Rudolph, Esq., at Sparber Rudolph Annen
represent the Debtor in its restructuring efforts. When the
Company filed for protection from its creditors, it listed
$119,083,608 in total assets and $47,538,071 in total debts.


WASTE SERVICES: Completes Amendment to Senior Credit Facility
-------------------------------------------------------------
Waste Services, Inc. has completed an amendment to its
$160 million senior credit facility that adjusts its financial
covenants to reflect the company's current business plan.  The
amendment increases the current floating interest rate 125 basis
points to 450 basis points over the London InterBank Offered Rate.

David Sutherland-Yoest, Chairman and Chief Executive Officer,
stated, "We are pleased with the support from our senior lending
group during this process and believe that this permanent
amendment to our senior credit facility will provide the
flexibility and liquidity necessary to execute our business plan."

Waste Services, Inc. is a multi-regional integrated solid waste
services company that provides collection, transfer, disposal and
recycling services in the United States and Canada. The company's
web site is http://www.wasteservicesinc.com/

                          *     *     *

As reported in the Troubled Company Reporter on August 20, 2004,
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured bank loan ratings on Waste Services, Inc., to
'B-' from 'B+' and its senior subordinated debt rating to 'CCC'
from 'B-'. Simultaneously, Moody's Investors Service:

   * cut its ratings WSII's $160 million guaranteed senior secured
     credit facility due 2011 to Caa1;

   * downgraded its rating on the company's $160 million issuance
     of guaranteed senior subordinated notes due 2014 to Ca;

   * lowered Waste Service's Senior Implied Rating to Caa1; and

   * chopped the company's Senior Unsecured Issuer Rating to Caa3.


* CLLA Awards 2004 Lawrence P. King Award to Prof. David Epstein
----------------------------------------------------------------
The Bankruptcy Section of the Commercial Law League of America
announced that David Epstein, Professor of Law at the Dedman
School of Law of Southern Methodist University, has been selected
to receive the 2004 Lawrence P. King Award for Excellence in the
Field of Bankruptcy.  This award is presented to recognize that
lawyer, judge, teacher or legislator who exemplifies the best in
scholarship, advocacy, judicial administration or legislative
activities in the field of bankruptcy as epitomized by Professor
King.

The award will be presented to Professor Epstein at the National
Conference of Bankruptcy Judges on October 11 2004 in Nashville,
Tennessee at the 16th Annual CLLA Breakfast.

David G. Epstein has been teaching, practicing, and lecturing on
bankruptcy for over 30 years. Professor Epstein currently teaches
contracts, property, and secured transactions at the Dedman School
of Law of Southern Methodist University. He has served as the
Charles E. Tweedy, Jr. Chair of Law at the University of Alabama,
was a partner in the law firm of King & Spalding, Dean of the
Emory Law School and the University of Arkansas Law School,
tenured professor at Emory, Arkansas, the Universities of Texas
and North Carolina and visiting professor at the University of
Michigan, University of Illinois, University of Chicago, Brigham
Young University, University of Houston, Washington University,
Georgia State, Harvard, NYU & Georgetown.

Professor Epstein is a co-author of Bankruptcy, a three-volume
treatise for judges and lawyers; and of three best-selling Law
School textbooks, Debt: Bankruptcy and Related Laws, Basic
Commercial Law, and Business Reorganization under the Bankruptcy
Code; and the author of Bankruptcy and Other Debtor-Creditor Laws
in a Nutshell.

"Professor Epstein is known and respected by lawyers and judges
nationwide. It is safe to say that Professor Epstein's law school
textbooks have been used by many, if not most, of the law students
in this country over the past 10 years. His influence cannot be
understated. The CLLA is proud to celebrate such an achievement, "
commented Mary K. Whitmer, President of the Commercial Law League
of America.

This award was established to celebrate the life and achievements
of Professor Lawrence King, who died in April 2001. Professor King
spent more than 40 years as a fulltime faculty member of New York
University School of Law, his alma mater. In addition to his
teaching, he served as a consultant to the Commission of
Bankruptcy Laws of the United States, which lead to the enactment
of the Bankruptcy Code of 1978. He also served over 20 years on
the Advisory Committee on Bankruptcy Rules of the Judicial
Conference of the United States. He was a Senior Advisor to the
National Bankruptcy Review Commission. In addition, Professor King
was editor-in-chief of the treatise Collier on Bankruptcy. Past
recipients of this award have included Professor Elizabeth Warren
and The Honorable Joe Lee.

Founded in 1895, the Commercial Law League of America --
http://www.clla.org/-- is the nation's oldest organization of
attorneys and other experts in credit and finance actively engaged
in the field of commercial law, bankruptcy and reorganization. The
CLLA has long been associated with the representation of creditor
interests, while at the same time seeking fair, equitable and
efficient administration of bankruptcy cases for all parties in
interest. The Bankruptcy Section of the CLLA is made up of
approximately 1,000 bankruptcy lawyers and bankruptcy judges from
virtually every state in the United States. Its members include
practitioners with both small and large practices, who represent
divergent interests in bankruptcy cases. The CLLA has testified on
numerous occasions before Congress as experts in the bankruptcy
and reorganization fields.


* Michael Good Moves Restructuring Practice to Coudert Brothers
---------------------------------------------------------------
As of September 14, 2004, Michael D. Good, Esq., moved his
practice to the Los Angeles Offices of Coudert Brothers, LLP.

"My working relationship with the firm began a few years ago when
I had the opportunity to work 'across the table' from a number of
Coudert lawyers during a local Chapter 11 engagement," Mr. Good
relates.  "At the time, I was impressed with the consistency and
depth of Coudert's legal talent, with the sophistication of
Coudert's legal practice, and with the firm's culture of
professionalism and civility.  Over time, my relationship with the
firm has grown to the place where I have elected to forego merely
working 'across the table' from Coudert, and instead work on the
same side."

"With 30 offices in 18 countries, I am excited about the
opportunities that Coudert's global platform provides for my
growing practice," Mr. Good says, "and hope to incorporate my
present relationships as an integral part of that growth."

Mr. Good's new contact information is:

          Michael D. Good, Esq.
          Coudert Brothers, LLP
          333 S. Hope Street, 23rd Floor
          Los Angeles, CA 90071
          Telephone: (213) 229-2900
          Direct Line: (213) 229-2959
          Facsimile: (213) 229-2999
          email:  goodm@coudert.com

Michael Good is resident in the Los Angeles office of Coudert
Brothers, LLP.  He practices in the firm's Financial Restructuring
and Insolvency group, and is also a member of the firm's Asia
Pacific Restructuring and Insolvency Team.  Mr. Good has
represented a wide variety of corporate debtors, creditors'
committees, individual creditors and other parties in interest in
numerous reorganization and liquidation proceedings under the
United States Bankruptcy Code, as well as in out-of-court
restructurings.

Prior to joining Coudert Brothers, Mr. Good was associated with a
prominent California bankruptcy boutique -- Winthrop Couchot
Professional Corporation, located in Newport Beach, California.
After obtaining his J.D. from Pepperdine University, Mr. Good
completed a judicial clerkship for the Hon. Mitchel R. Goldberg in
the United States Bankruptcy Court for the Central District of
California (Riverside Division).  In private practice, Mr. Good
has authored educational materials and articles on various aspects
of bankruptcy law.  His publications include "Surviving Seminole:
How to Deal with State Tax Liabilities in Bankruptcy without the
Benefit of Bankruptcy Code Section 106(a)," published as the lead
article in the 1999 winter edition of California Bankruptcy
Journal.  In 2004, Mr. Good was named in the "Rising Stars"
edition of Super Lawyers, a publication that ranks California
practitioners, under age 40, based upon peer voting and an
independent analysis of credentials, practice, and market
reputation.

Mr. Good is a graduate of the University of Pennsylvania, with a
B.A. in European History from the University's College of Arts and
Sciences and minors in Marketing and Entrepreneurial Management
from the Wharton Business School.  He also is a former Lieutenant
in the U.S. Navy, completing his active duty service with a tour
of duty in the 1991 Persian Gulf conflict.  He, his wife, and
their two children are residents of, and active in, Los Angeles'
South Bay community.


* Ryan Senter Joins Alvarez & Marsals as Director
-------------------------------------------------
Alvarez & Marsal, a global professional services firm, announced
that Ryan Senter has joined the firms Business Consulting Group as
a Director in the Dallas office.

With over nine years of management consulting experience, Mr.
Senter specializes in helping companies in myriad industries
improve their finance operations.  He brings a depth of expertise
in architecting processes, designing and implementing shared
service organizations, service performance management, and
business intelligence solutions.

Prior to joining A&M, Mr. Senter was a Senior Manager in the
Finance and Performance Management practice at Accenture, focusing
on business performance improvement and cost reduction strategies.
Senter also served as Global Vice President of Change Management
for LSG Sky Chefs Inc., an international in-flight services firm
in Frankfurt, Germany and Irving, Texas, where he had overall
management responsibility for capital projects, cost reduction
strategies, and financial management.

A certified management accountant (CMA) and a member of the
Institute of Management Accountants (IMA), Mr. Senter earned a
bachelor of science degree from the University of Mississippi.
He resides in Fort Worth, Texas.

The Business Consulting Group of Alvarez & Marsal provides
services including: Strategy and Corporate Solutions, such as
post-merger integration, cost management, business development and
marketing; Finance Solutions, such as finance strategy, shared
services, business process outsourcing advisory, financial process
improvement, business planning and performance management;
Information Technology Strategy and Integration, such as software
evaluation and selection and ERP optimization; Human Resources
Solutions, such as HR operational improvement, compensation and
performance management, talent management and organizational
effectiveness solutions; and Supply Chain Solutions, such as
strategic sourcing, procure to pay process improvement, warehouse
and inventory management and transportation and logistics.

Founded in 1983, Alvarez & Marsal is a global professional
services firm that helps businesses organizations in the corporate
and public sectors navigate complex business and operational
challenges.  With professionals based in locations across the US,
Europe, Asia, and Latin America, Alvarez & Marsal delivers a
proven blend of leadership, problem solving and value creation.
Drawing on its strong operational heritage and hands-on approach,
Alvarez & Marsal works closely with organizations and their
stakeholders to help navigate complex business issues, implement
change and favorably influence outcomes.  For more information
about the firm, please visit
<http://www.alvarezandmarsal.com/>www.alvarezandmarsal.com


* Wilson Sonsini Goodrich & Rosati Expands Its New York Presence
----------------------------------------------------------------
Wilson Sonsini Goodrich & Rosati, the premier provider of legal
services to technology and growth enterprises worldwide, welcomes
Glenn C. Colton and Meredith E. Kotler to the firm as litigation
partners and will be based in the New York office. Prior to
joining the firm, Mr. Colton and Ms. Kotler served as Assistant
United States Attorneys in the Southern District of New York,
where they gained extensive experience trying a wide variety of
civil and criminal cases and arguing appeals. Their practice
focuses on complex civil litigation, including commercial and
securities litigation, and government and internal investigations.

"We are committed to growing our East Coast presence," said Larry
Sonsini, chairman and CEO. "Glenn and Meredith bring a new
expertise to the New York office that will further complement our
strong litigation practice nationally."

Glenn Colton served in the civil and criminal divisions of the
United States Attorney's Office. During his nearly decade-long
tenure, he was lead or co-lead counsel in approximately 25 trials
and argued numerous appeals before the United States Court of
Appeals for the Second Circuit. Mr. Colton has handled a broad
range of civil cases, including securities, tax, bankruptcy,
constitutional, employment, intellectual property, civil rights,
and fraud matters. He also has handled a broad range of criminal
cases, including corruption, white collar crime, violent crime,
organized crime, narcotics offenses, and firearms trafficking.
Colton has been a faculty instructor at the Department of
Justice's National Advocacy Center and the FBI Academy at
Quantico. He received his law degree from the New York University
School of Law, and a bachelor's degree in accounting from the
State University of New York at Binghamton, where he graduated
summa cum laude.

Meredith Kotler served in the civil division of the United States
Attorney's Office for six and a half years, and as the Deputy
Chief Appellate Attorney for the last year and a half of her
tenure. She has argued 17 appeals before the Second Circuit,
supervised the briefing and argument in approximately 40 appeals,
and litigated dozens of applications for preliminary injunctions
and other emergency relief in federal district court. Ms. Kotler
has handled a broad range of civil cases from the pre-complaint
stage through trial and appeal, including challenges to
administrative and regulatory action, as well as constitutional,
tax, telecommunications, bankruptcy, employment, civil rights,
international law, and labor matters. She graduated cum laude from
Harvard Law School and received her B.A., summa cum laude, from
Princeton University.

"With their exceptional breadth and depth of experience, Glenn and
Meredith bring outstanding expertise to the firm's already
formidable litigation practice, especially in light of their trial
and appellate work," said Bruce Vanyo, senior partner in the
firm's securities litigation practice.

Mr. Colton and Ms. Kotler join New York partners Selim Day, Len
Jacoby, and Robert Sanchez in a diverse practice with expertise in
mergers and acquisitions, corporate finance, corporate law and
governance, venture capital, intellectual property and corporate
partnering, life sciences, and litigation.

Wilson Sonsini Goodrich & Rosati's broad range of services and
legal disciplines are focused on serving the principal challenges
faced by management and boards of directors of business
enterprises. The firm is nationally recognized as a leader in
corporate governance, public and private offerings of equity and
debt securities, mergers and acquisitions, securities class action
litigation, intellectual property litigation, joint ventures and
strategic alliances, and technology licensing and other
intellectual property transactions. The firm, which is
headquartered in Palo Alto, California, has offices in Austin, New
York, Reston, Salt Lake City, San Diego, San Francisco, and
Seattle. For additional information, please visit
http://www.wsgr.com/


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

October 10-13, 2004
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Seventh Annual Meeting
         Nashville, Tennessee
            Contact: http://www.ncbj.org/

October 15-18, 2004
   TURNAROUND MANAGEMENT ASSOCIATION
      2004 Annual Convention
         Marriott Marquis, New York City
            Contact: 312-578-6900 or http://www.turnaround.org/


November 29-30, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      The Eleventh Annual Conference on Distressed Investing
         Maximizing Profits in the Distressed Debt Market
            The Plaza Hotel - New York City
               Contact: 1-800-726-2524; 903-592-5168;
                        or dhenderson@renaissanceamerican.com

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org/

March 9-12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900 or http://www.turnaround.org/

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities and Bankruptcy
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, Massachusetts
         Contact: 1-703-739-0800 or http://www.abiworld.org/

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, S.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or http://www.turnaround.org/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo and Peter A. Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***