TCR_Public/041008.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, October 8, 2004, Vol. 8, No. 218

                            Headlines

ADELPHIA COMMS: Fleet Moves to Foreclose Condo Interest
AIR CANADA: E&Y Reports Claims Summary for Distribution Purposes
AIR CANADA: Kreditanstalt fur Wiederaufbau Holds CN$74.8M Claim
AKORN INC: In Default Under $3.2M Neopharm Promissory Note
AMERICAN PLUMBING: Emerges from Chapter 11

BANC OF AMERICA: Fitch Assigns Low-B Ratings to Five Classes
BOISE CASCADE: Launches Cash Tender Offers for Debt Securities
CHATTOOGA INTERNATIONAL: Voluntary Chapter 11 Case Summary
CHI-CHI'S: Wants to Pay $1.18 Million to 19 Hepatitis A Victims
CHOICE ONE: Files Plan of Reorganization in New York

CHOICE ONE: Wants to Employ Nixon Peabody as Special Counsel
CIT RV TRUST: S&P Junks Ratings on 1999-A Certificates
CITIZENS ENTERPRIZES: Voluntary Chapter 11 Case Summary
CLEARLY CANADIAN: Douglas Mason Buys 215,688 More Common Shares
COMMERCE ONE: Files for Chapter 11 Protection in N.D. California

COMMERCE ONE: Case Summary & 21 Largest Unsecured Creditors
COMMERCE ONE: Inks Pact to Sell SRM Division Assets to ComVest
COMPUTER ASSOCIATES: Moody's Affirms Ba1 Rating & Stable Outlook
CORAM HEALTHCARE: Trustee Gets Okay to Pay $2.95M Stay Bonuses
CORNING INC: Will Take $2.8+ Billion Charge in 3rd Quarter

COVANTA ENERGY: Court Allows CIT & WBH Admin. Claim for $808,873
DENNY'S CORP: Moody's Places Caa1 Rating on $175M Senior Notes
DII INDUSTRIES: Wants to Extend Removal Period Until Dec. 31
DIMETHAID RESEARCH: New Board Discloses Plans to Restructure
EMERY AIR: S&P Puts BB+ Credit & Debt Ratings on Watch Positive

GARDEN RIDGE: Landlord Committee Wants to File a Chapter 11 Plan
GENERAL MEDIA: Exits Bankruptcy Protection Under PET Control
GENESIS PEDIATRIC: Voluntary Chapter 11 Case Summary
GEO SPECIALTY: Court Extends Exclusive Period Until Nov. 13
GERDAU AMERISTEEL: S&P Raises $350 Mil. Bank Loan Rating to 'BB'

GOPHER STATE: Creditors Must File Proofs of Claim by Dec. 15
GREENPOINT CREDIT: Moody's Junks 7 Certificate Classes
HILL COUNTRY: Case Summary & 8 Largest Unsecured Creditors
HOLLISTER ROAD: Case Summary & 20 Largest Unsecured Creditors
HOUSTON PALACE: Case Summary & 6 Largest Unsecured Creditors

IGAMES ENT: Hires Prospect Financial Advisors to Evaluate Options
INFOUSA INC: Expects $88 Million Revenues in Third Quarter
INTERMET CORPORATION: Court Approves Use of Cash Management System
INTERMET CORPORATION: Wants to Pay Prepetition Taxes
INTERMET CORP: Nasdaq Halts Stock Trading Beginning Tuesday

INTERSTATE BAKERIES: U.S. Trustee Appoints Creditors' Committee
INTERSTATE BAKERIES: First Meeting of Creditors is on Nov. 1
INTRABIOTICS PHARMACEUTICALS: Retains Lazard to Evaluate Options
ISTAR FINANCIAL: Moody's Puts Ba2 Rating on Preferred Stock
JACUZZI BRANDS: Eljer Subsidiary to Close Mississippi Plant

KAISER ALUMINUM: Wants to Extend Removal Period Until Jan. 10
KIEL BROS.: Bank Lender Balks at Exclusive Period Extension
MAXIM CRANE: Has Until Jan. 31 to Make Lease-Related Decisions
NATIONAL CENTURY: Five Appellants Want R. 2004 Orders Reviewed
NATIONAL WATERWORKS: S&P Cuts Low-B Credit & Debt Ratings Again

NORTHWESTERN CORP: Delaware Court Okays Class Action Settlement
ORION TELECOM: Wants Plan Proposal Period Stretched to Dec. 29
OWENS CORNING: Court Approves New Retention Plan for Sr. Managers
OXFORD AUTOMOTIVE: Obtains New $100 Million Senior Credit Facility
OZARK AIR: Negotiating to Sell Its FAA Operating Certificate

PARMALAT: Farmland Wants Court Nod on Washington Settlement Pact
PATHMARK STORES: New Credit Pact Requires $135MM Annual EBITDA
PEMSTAR INC: Secures $90 Million Revolving Credit Line
PMA CAPITAL: Fitch Upgrades Sr. Debt Rating to 'B' From 'B-'
POTLATCH CORP: Board Okays Tender Offer for $250 Million in Debt

POTLATCH CORP: Launches $250 Million Senior Sub. Debt Offering
RADNOR HOLDINGS: S&P Lowers Corp. Credit Rating to 'B-' From 'B'
RBS PARTICIPACOES: S&P Affirms 'B-' Corporate Credit Rating
RELIANCE: Liquidator Wants to Sell Advantage Notes for $6.5 Mil.
RIGGS NATIONAL: Moody's Changes Review to 'Direction Uncertain'

RIVER BEND: Moody's Reviews Ratings for Possible Downgrade
RIVERSIDE FOREST: Moody's Affirms B2 Senior Unsecured Rating
RIVERSIDE FOREST: Tolko Extends Bid to October 22
SCHLOTZSKY'S: Franchisees Don't Get an Official Committee
SPIEGEL INC: CSFB's Claim Will be Allowed for $20,500,685

SVGMA INC: Case Summary & 1 Largest Unsecured Creditor
UAL CORP: Wants to Reject Four Boeing Aircraft Leases
UAL CORP: Accelerates Plans to Optimize Worldwide Network
US AIRWAYS: 97% of Engineers Vote to Ratify Cost-Savings Agreement
U.S. SHIPPING: Moody's Cuts Amended Sr. Bank Loan Rating to Ba3

VECTOR GROUP: Restructuring Operations for Distribution Agent

* Bruce Pfau Joins KPMG LLP as Vice Chairman for Human Resources

* BOOK REVIEW: The Rise of the Community Builders

                          *********

ADELPHIA COMMS: Fleet Moves to Foreclose Condo Interest
-------------------------------------------------------
Joseph W. Allen, Esq., at Jaeckle Fleischmann & Mugel, in New
York, relates that Timothy Rigas is indebted to Fleet National
Bank.  The indebtedness is evidenced by a December 8, 1998 Note
in the original principal amount of $2,657,820.

Mr. Rigas currently owns a condominium unit located at R-62, One
Beaver Creek Condominiums, 100 Thomas Place, in Beaver Creek,
Colorado.  As security for repayment of his debt, Mr. Rigas
granted Fleet an interest in the Condominium, evidenced by a deed
of trust dated December 8, 1998.  Fleet believes that the
Condominium has a $3,000,000 fair market value.

As of July 14, 2004, Mr. Rigas owed Fleet no less than
$2,761,147:

    Principal                                  $2,528,764
    Accrued Interest                              227,935
    Miscellaneous contractual fees & charges        4,448
                                               ----------
                                               $2,761,147
                                               ==========

Interest on the debt currently accrues at $485 per day.  The most
recent payment on the indebtedness was made on April 1, 2003.

According to Mr. Allen, the Condominium maybe one of the numerous
condominium units that are part of One Beaver Creek Association.
The Association periodically collects fees from all owners of
condominium units, which includes area maintenance fees.

On February 8, 2004, the Association filed a lis pendens against
the Condominium to commence a judicial foreclosure of its
assessment of unpaid fees owed by Mr. Rigas.  Under Colorado law,
the Association's lien has priority over Fleet's interest to the
extent of regular assessments for at least six months.  Mr. Allen
estimates that six months of regular assessments owed to the
Association is at about $85,016.

On September 10, 2002, the Court granted a temporary restraining
order against Mr. Rigas, certain members of the Rigas' family,
some affiliated persons and their owned or controlled entities,
from "selling, transferring or encumbering or undertaking any
acts to sell, transfer or encumber any real property assets, or
any interests therein. . . ."  Mr. Allen notes that the Temporary
Restraining Order does not by its terms restrain third parties,
including Fleet, from foreclosing its interest in the
Condominium.

Even though the Debtors do not own the Condominium nor have they
conclusively established any interest in it, the Debtors assert
that Fleet is stayed or enjoined from foreclosing its interest in
the Condominium.

While Fleet does not believe that the Debtors have an interest
sufficient to preclude it from foreclosing on the Condominium,
Fleet seeks relief from the automatic stay to avoid any issue as
to violations of the automatic stay.

                    Lack of Adequate Protection

Based on a $3,000,000 value of the Condominium, the equity
available to Fleet, after taking into account the estimated
$85,016 in first priority Condominium fees, is no more than
$153,837.  This represents an equity cushion of no more than six
percent, which is clearly inadequate to protect Fleet's interest,
Mr. Allen asserts.

Pursuant to Section 362(d)(1) of the Bankruptcy Code, the Court
must modify the stay to allow Fleet to exercise and enforce all
of its rights under the Security Instrument.

               Debtors Lack Equity in the Condominium

Mr. Allen further argues that the Debtors even lack equity in the
Condominium with the total liens exceeding the Condominium's
$3 million fair market value:

    Owed to Fleet                              $2,761,147
    Association Fees                               85,016
    Mortgage to Doris and John Rigas              250,000
                                               ----------
    Total liens against the Condominium        $3,096,153
                                               ==========

Moreover, the Debtors clearly do not need the Condominium for any
reorganization.  It has no role in the Debtors' businesses.  The
Debtors can monitor the foreclosure and if it turns out there is
surplus money available for Mr. Rigas, the Debtors can make claim
to those funds.  Mr. Allen assures the Court that Fleet will
cooperate with the Debtors in this regard.

                    Fleet Alternatively Entitled
                       to Adequate Protection

Since the Association's unpaid fees constitutes first lien
against the Condominium, Fleet's interest is declining.  Mr.
Allen points out that the adequate protection under Section
363(e) of the Bankruptcy Code provides the secured creditor with
the value for which it bargained prior to the commencement of the
bankruptcy case by protecting that creditor from diminution in
value of its interest in its collateral during the period of the
debtors' use of the collateral.  Thus, adequate protection of a
secured creditor's interest is mandatory.

To the extent that the Temporary Restraining Order may be read to
restrain Fleet from foreclosing its interest in the Condominium,
Mr. Allen contends that pursuant to Section 363(e), the Court must
direct the Debtors to provide adequate protection of Fleet's
interest in the Condominium, including:

    * payment of the accrued unpaid Association dues and interest;

    * payment of all Association dues coming due in the future;

    * periodic payment of all interest coming due to Fleet in
      accordance with the terms of the Security Instrument;

    * periodic payment of Fleet's attorneys' fees and costs in
      accordance with any requirement for approval the Court deems
      proper;

    * adequate maintenance of the Condominium; and

    * the maintenance of adequate insurance with respect to the
      Condominium.

               Mr. Rigas Wants Fleet's Request Denied

Lawrence G. McMichael, Esq., at Dilworth Paxon, in Philadelphia,
Pennsylvania, tells the Court that since the appraisal of the
Condominium was conducted, real estate in the Beaver Creek
Colorado area has considerably appreciated.  Mr. Rigas believes
that there is significant equity in the Condominium that Fleet's
interests are adequately protected.

ACOM's bankruptcy proceedings as well as proceedings involving
various members of the Rigas Family are complex, Mr. McMichael
points out.  Many times, the Court ruled that it must determine
proceedings involving creditors' attempts to divest the Rigases
of real property interests to which ACOM is also claiming an
interest.

While the Court sorts through the rights of ACOM, the Rigases and
certain competing creditors, Fleet's interest in the Condominium
will be adequately protected given the substantial equity
cushion.  It is not in the best interest of ACOM's estate to
grant stay relief at this time.

Mr. Rigas, therefore, asks the Court to deny Fleet's request for
stay relief.

                        ACOM Debtors Respond

According to George F. Carpinello, Esq., at Boies Schiller &
Flexner LLP, in Armonk, New York, the ACOM Debtors do not object
to Fleet's request to lift the automatic stay to foreclose its
interest in the Condominium.

The ACOM Debtors ask the Court to place any funds received as a
result of the foreclosure of the Condominium in excess of the
amounts owing to Fleet and the Association, in an escrow account
to be mutually agreed-upon between the counsel for Mr. Rigas and
the ACOM Debtors.  The funds must be held in escrow pending a
final determination of the claims set forth in the adversary
proceeding Adelphia Communications Corp. v. John Rigas,
et al., No. 02-8051.

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


AIR CANADA: E&Y Reports Claims Summary for Distribution Purposes
----------------------------------------------------------------
Pursuant to Air Canada's Consolidated Plan of Reorganization,
Compromise and Arrangement, Ernst & Young, Inc., must certify to
the Ontario Superior Court of Justice, prior to any distribution
of shares, that:

    (a) The aggregate amount of Disputed Unsecured Claims as
        determined by the Monitor is no greater than the lesser of
        CN$3,000,000,000 and an amount equal to 25% of the amount
        of Proven Claims; and

    (b) The Disputed Unsecured Claims with respect of which ACE
        Rights have been exercised has been reduced to
        CN$1,000,000,000 or less, including those disallowed or
        rejected Affected Unsecured Claims that are subject to a
        pending appeal or a court-ordered process.

All calculations with respect to the allocation of shares under
the Plan and the issuance of shares pursuant to the rights
offering to be made on the Initial Distribution Date will be based
on the Initial Determination Date.  On the Initial Determination
Date, the values of individual claims are frozen for purposes of
the calculations necessary to complete the Initial Distribution of
ACE Shares.  As Disputed Claims are resolved after the Initial
Distribution, the Monitor will update the calculations necessary
to effect additional Interim Distributions of ACE Shares as
appropriate.

On September 9, 2004, the Monitor issued a certification,
providing a status and summary of all claims to date.

                          Status of Claims
                          (In CN$ millions)

                           Claims                        Claims
                  Claims   Accepted                      Under
                  Filed    to Date    Claims in Dispute  Review
                 (Initial  Final    -------------------- (Amount
                   Claim   Claim     Amt per  Amt per    per
                   Amount) Value)   Claimant  Air Canada Claimant)
                  -------- -------- --------- ---------- ---------
Aircraft          $4,827.4 $2,142.6    $220.9     $100.2        $-
Creditors

Bondholders        3,402.8  3,002.4         -          -         -
Employee           8,487.7    967.0      27.4        0.0         -
Litigation        83,459.3     37.4     204.8        0.3         -
Long-Term Debt     1,668.0    748.5         -          -         -
Supplier           1,925.9    930.0      38.8        5.0         -
Trade Creditors      396.4    257.0      74.7        5.0         -
Other                275.2      9.5       0.0        0.0         -
                 --------- --------- --------  --------- ---------
    Total       $104,442.6 $8,094.6    $566.6     $110.5        $-
                 ========= ========= ========  ========= =========

The Monitor reports that the Proven Claims, at September 9, 2004,
total CN$8,095,300,000 and the Disputed Unsecured Claims total
CN$569,800,000 or 7% of Proven Claims.  Based on the accepted
portion of the Disputed Unsecured Claims aggregating
CN$110,500,000, the Monitor estimates the Minimum Potential Claims
as of September 9 to be CN$8,205,800,000 and the Maximum Potential
Claims to be CN$8,665,100,000.  Disputed Unsecured Claims, in
which the claimants have elected to participate in the rights
offering, aggregate CN$246,798,746.

Headquartered in Saint-Laurent, Quebec Canada, Air Canada --
http://www.aircanada.ca/-- represents Canada's only major  
domestic and international network airline, providing scheduled
and charter air transportation for passengers and cargo.

The Company filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and filed a Section
304 petition in the U.S. Bankruptcy Court for the Southern
District of New York (Case No. 03-11971).  Mr. Justice Farley
sanctioned Air Canada's CCAA restructuring plan on Aug. 23, 2004.
Sean F. Dunphy, Esq., and Ashley John Taylor, Esq., at Stikeman
Elliott LLP, in Toronto, serve as Canadian Counsel to the carrier.
Matthew A. Feldman, Esq., and Elizabeth Crispino, Esq., at Willkie
Farr & Gallagher serve as the Debtors' U.S. Counsel.  When the
Debtors filed for protection from its creditors, they listed
C$7,816,000,000 in assets and C$9,704,000,000 in liabilities.

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


AIR CANADA: Kreditanstalt fur Wiederaufbau Holds CN$74.8M Claim
---------------------------------------------------------------
Kreditanstalt fur Wiederaufbau and Air Canada's Court-appointed
Monitor, Ernst & Young, Inc., reached a settlement with respect to
KfW's Restructuring Claim.  The Monitor and Air Canada agree that
KfW will be allowed a CN$74,882,160 claim for distribution and
voting purposes.

Accordingly, the Settled Amount represents the unsecured
deficiency owing to KfW to be dealt with in accordance with Air
Canada's Plan of Arrangement or as otherwise ordered by the
Ontario Superior Court of Justice.

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)


AKORN INC: In Default Under $3.2M Neopharm Promissory Note
----------------------------------------------------------
Akorn, Inc. (OTCBB:AKRN.OB) received a notice that an event of
default has occurred on its $3,250,000 outstanding promissory note
with NeoPharm, Inc. The notice stated that the event of default
was triggered when a processing agreement between the two
companies, which was contractually obligated to go into effect on
or before October 1, 2004, failed to occur.

As a result of this default, outstanding principal and interest
under the Note became immediately due and payable, subject to the
applicable provisions of the subordination agreement between
NeoPharm and Akorn's senior lenders. The subordination agreement
provides, among other things, that Akorn may not make any payments
to NeoPharm, and NeoPharm may not enforce certain remedies against
Akorn under the Note until Akorn's senior debt is paid in full and
the commitment for the senior debt is terminated. NeoPharm does
not anticipate that this default will have an adverse impact on
its ability to acquire drug supplies for clinical trials using
NeoPharm's lyophilized drug product candidates or on its financial
results.

Jeffrey A. Whitnell, Chief Financial Officer of Akorn, Inc.
stated, "We are currently working to resolve this technical event
of default. Pursuant to a subordination agreement, Akorn may not
make any payments to NeoPharm, and NeoPharm may not enforce any
remedies against Akorn under the note until Akorn's senior debt is
paid in full and the commitment for the senior debt is terminated.
Consequently, NeoPharm may not take any actions that would have an
adverse financial impact on Akorn."

NeoPharm had originally provided the financing to Akorn to help
fund the completion of a manufacturing facility, a portion of the
production of which would be allocated to provide lyophilization
manufacturing services for NeoPharm's lyophilized drug product
candidates. The facility has been subject to warning letter
sanctions imposed by the FDA pursuant to Form 483.  

NeoPharm's former chairman, John Kapoor, is Akorn's chairman and
largest stockholder on a fully diluted basis. Mr. Kapoor recently
began a solicitation of consents of NeoPharm's stockholders to
remove all of NeoPharm's independent directors and replace them
with nominees selected by Mr. Kapoor.

                         About NeoPharm
                         
NeoPharm, Inc., based in Lake Forest, IL, is a publicly traded
biopharmaceutical company dedicated to the research, development
and commercialization of new and innovative cancer drugs for
therapeutic applications. The Company has a portfolio of compounds
in various stages of development. Additional information about
NeoPharm, recent news releases, and scientific abstracts related
to NeoPharm's clinical and pre-clinical research can be obtained
by visiting NeoPharm's Website at: http://www.neophrm.com/or  
calling Paul Arndt at 847-295-8678, x215.

                        About Akorn, Inc.

Akorn, Inc. manufactures and markets sterile specialty
pharmaceuticals. Akorn has manufacturing facilities located in
Decatur, Illinois and Somerset, New Jersey and markets and
distributes an extensive line of hospital and ophthalmic
pharmaceuticals. Additional information is available at the
Company's website at http://www.akorn.com/

                          *     *     *

In its Form 10-Q for the quarterly period ended June 30, 2004,
filed with the Securities and Exchange Commission, Akorn Inc.,
reported that the Company's losses from operations in recent years
and working capital deficiencies, together with the need to
successfully resolve its ongoing compliance matters with the Food
and Drug Administration, have raised substantial doubt about the
Company's ability to continue as a going concern. The company's
financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business although the
report of its independent auditors as of and for the year ended
December 31, 2003, expressed substantial doubt as to the Company's
ability to continue as a going concern.


AMERICAN PLUMBING: Emerges from Chapter 11
------------------------------------------
American Plumbing and Mechanical, Inc. ("AMPAM") emerged from
Chapter 11 this week after the company declared its confirmed plan
of reorganization effective.  

This represents the final milestone in the restructuring process
that AMPAM and various of its affiliates commenced on October 13,
2003.  Since that time, AMPAM has undertaken significant efforts
to restructure its operations to focus on its core business.  

Robert Christianson, AMPAM's chief executive officer, said,
"Emerging from chapter 11 has been an important goal for the
company and is the capstone event in the successful restructuring
of our business activities.  We will emerge with a strong,
revitalized balance sheet; the financing required to move forward,
and the ability to focus our attention on the needs of our
customers."  Finally, Christianson stated, "This has been a
challenging process for our employees, customers, vendors and
stakeholders.  We are excited to announce our success and are very
grateful to our customers, employees, and vendors for their
loyalty, steadfast support, patience and confidence. Without them,
we are keenly aware that this reorganization would not have been
possible."

Reorganized AMPAM will consist of five independent operating
subsidiaries comprising the operations of:

    (1) RCR Companies with locations in Southern California,
        Sacramento, California and Las Vegas, Nevada;

    (2) LDI Mechanical, Inc. with locations in California, Nevada,
        Colorado and Maryland;

    (3) Christianson Air Conditioning and Plumbing with locations
        in Austin, Dallas and San Antonio, Texas;

    (4) Parks Mechanical, Inc. based in Southern California; and

    (5) Power Plumbing, L.P. based in Houston, Texas.

American Plumbing & Mechanical, Inc., with its subsidiaries, is
the largest company in the United States focused primarily on the
residential plumbing, heating ventilation and air conditioning
("HVAC") contracting services industry. The Company also provides
mechanical contracting services. AMPAM provides plumbing, HVAC and
mechanical installation services to single-family residential,
multifamily residential and commercial construction customers.
Additional information is available at http://www.ampam.com/

Headquartered in Round Rock, Texas, American Plumbing &  
Mechanical, Inc., and its affiliates filed for chapter 11
protection on October 13, 2003 (Bankr. W.D. Tex. Case No.
03-55789). Demetra L. Liggins, Esq., at Winstead Sechrest & Minick
P.C., represents the Debtors in their restructuring.  When the
Company filed for protection from its creditors, it listed
$282,456,000 in total assets and $256,696,000 in total debts.


BANC OF AMERICA: Fitch Assigns Low-B Ratings to Five Classes
------------------------------------------------------------
Banc of America Commercial Mortgage Inc.'s commercial mortgage
pass-through certificates, series 2002-2, are affirmed by Fitch
Ratings:

     --$76.4 million class A-1 at 'AAA';
     --$320.7 million class A-2 at 'AAA';
     --$975.2 million class A-3 at 'AAA';
     --$1.7 billion class XC at 'AAA';
     --$1.5 billion class XP at 'AAA';
     --$64.7 million class B at 'AA';
     --$17.2 million class C at 'AA-';
     --$12.9 million class D at 'A+';
     --$17.2 million class E at 'A';
     --$21.6 million class F at 'A-';
     --$23.6 million class G at 'BBB+';
     --$19.4 million class H at 'BBB';
     --$21.6 million class J at 'BBB-';
     --$36.6 million class K at 'BB+';
     --$12.9 million class L at 'BB';
     --$12.9 million class M at 'BB-';
     --$16.8 million class N at 'B+';
     --$6.8 million class O at 'B';

The $38.8 million class P is not rated by Fitch.

The ratings affirmations reflect stable pool performance and
minimal paydown since issuance.  As of the September 2004
distribution date, the pool has paid down 1.7% to $1.69 billion
from $1.72 billion at issuance.  There are currently no specially
serviced loans and, to date, no losses have occurred.

Bank of America, as master servicer, collected year-end 2003
financials for 99.5% of the transaction.  Among those properties
that reported, the weighted average debt service coverage ratio --
DSCR -- increased to 1.57 times from 1.34x at issuance for the
same loans.

Fitch reviewed the transaction's three credit assessed loans:
     
          * Crabtree Valley Mall,
          * Bank of America Plaza, and
          * Centre at Preston Ridge loans.

All three loans maintain their investment-grade credit
assessments.

Crabtree Valley Mall (9.33%) is secured by a 998,486 square feet
retail property located in Raleigh, North Carolina.  As of YE
2003, the Fitch-stressed DSCR declined to 1.33x, compared with
1.37x at issuance.  Occupancy as of June 2004 was 98.0%, compared
with 97.1% at issuance.

Bank of America Plaza (8.42%) is secured by a 1,279,152 sf office
property located in Atlanta, Georgia.  As of YE 2003, the Fitch-
stressed DSCR increased to 2.03x, compared with 1.80x at issuance.  
The improved performance was a result of increased rental and
parking income since issuance.  Occupancy as of June 2004 was
99.0%, compared with 94.0% at issuance.

The Center at Preston Ridge (4.05%) is secured by a 728,962 sf
retail property located in Frisco, Texas.  As of YE 2003, the
Fitch-stressed DSCR increased to 1.41x, compared with 1.27x at
issuance, due to an increase in base rental income and expense
reimbursement percentage.  Occupancy as of June 2004 was 94.0%,
compared with 85.7% at issuance.

The Fitch-stressed DSCR for the loans are calculated based on a
Fitch-adjusted net cash flow -- NCF -- and a stressed debt service
based on the current loan balance and a hypothetical mortgage
constant.


BOISE CASCADE: Launches Cash Tender Offers for Debt Securities
--------------------------------------------------------------
Boise Cascade Corporation (NYSE: BCC) offered to pay up to
$800 million to repurchase the outstanding issues of ten debt
securities. In addition, the company is making a simultaneous
offer to pay up to $177 million for its senior floating rate
debentures.

The table below shows each issue of debt security included in the
$800 million offer. The consideration for each issue is based on a
fixed spread to a reference treasury security, and the calculation
for the consideration is explained in the Offer to Purchase.

             Maximum   Acceptance  Early
Title of    Offer      Priority   Tender     Reference     Fixed
Security    Amount      Level    Payment(2)  Security      Spread
--------    -------   ---------- ----------  ---------     ------
6.50% Senior
Notes due
2010        $300,000,000    1    $30.00  5-3/4% UST Due 2010   50

7.00% Senior
Notes due
2013        $200,000,000    2    $30.00   3-1/8 UST Due 2008   50

7.05%
Notes
due 2005    $100,000,000(1) 3    $20.00  6-3/4% UST Due 2005   75

7.43% Notes
due 2005     $18,505,000    4    $20.00  1-5/8% UST Due 2005   80

7.48% Notes
due 2005     $23,300,000    5    $20.00  1-1/4% UST Due 2005   80

7.50% Notes
due 2008    $100,000,000(1) 6    $30.00      3% UST Due 2007   85

9.45%
Debentures
due 2009    $150,000,000    7    $50.00  3-3/8% UST Due 2009  100

7.45% Notes
due 2011     $50,000,000    8    $30.00      5% UST Due 2011  150

7.90% Notes
due 2012     $52,000,000    9    $30.00  4-7/8% UST Due 2012  150

7.35%
Debentures
due 2016    $125,000,000   10    $30.00  4-1/4% UST Due 2014  150


   (1) In the case of these two issues, the maximum offer amount
       is less than the $150,000,000 outstanding principal amount
       of each issue.

   (2) Per $1,000 principal amount of each issue of Securities
       that is accepted for purchase.

Holders of the securities listed in the table above who validly
tender by 5 p.m., Eastern time, on October 19, 2004, will receive
the consideration described in the Offer to Purchase and Consent
Solicitation, if Boise accepts the tenders. Holders tendering by
that date and time will also receive the early tender payment as
shown in the table. The offer will expire at 5 p.m., Eastern time,
on November 4, 2004, unless Boise extends or terminates the offer.

If holders tender securities with an aggregate consideration
greater than $800 million, Boise will accept the securities
according to the maximum offer amount and the acceptance priority
level noted in the table, and proration of an issue may be
required. Boise will pay all accrued and unpaid interest from the
last interest payment date up to the settlement date of the offer
for all securities for which valid tender offers are accepted.

Concurrently with the tender offer, Boise is soliciting consents
from holders of the company's 6.50% senior notes due 2010 and
7.00% senior notes due 2013 to amend the indenture governing such
notes. If two-thirds of the holders of such notes consent,
respectively, the company will amend the indenture to eliminate
substantially all of the restrictive covenants, certain events of
default, and related provisions contained in the indenture
relating to the applicable note.

Boise has retained Banc of America Securities LLC to serve as the
sole dealer manager and solicitation agent for the offer. Holders
can direct questions about the offer to Banc of America Securities
LLC, High Yield Special Products, at 888-292-0070 (U.S. toll-free)
and 212-847-5834 (collect). Holders can request documentation from
D.F. King & Co., Inc., the information agent for the Offer, at
800-901-0068 (U.S. toll-free) and 212-269-5550 (collect).

Simultaneously with and in addition to the offer described above,
Boise is offering to pay up to $177 million for its outstanding
Senior Floating Rate Debentures due 2006. Holders who validly
tender their securities before 5 p.m., Eastern time, on November
4, 2004 (subject to extension by Boise), will receive $51.25 for
each $50 principal amount of debentures validly tendered and
accepted for payment. If the company accepts all of the validly
tendered debentures, substantially all of the restrictive
covenants, certain events of default, and related indenture
provisions applicable to the debentures will fall away pursuant to
the terms of the indenture. To request copies of the floating rate
debenture offer, holders should contact Boise's Corporate
Communications Department at 208-384-7990.

Boise plans to pay for these debt repurchases with a portion of
its proceeds from the sale of its paper, forest products, and
timberland assets to affiliates of Boise Cascade, L.L.C., a new
company formed by Madison Dearborn Partners LLC (MDP). The tender
offers are contingent on the successful closing of the transaction
with MDP, which is expected to close by early November 2004.

Boise is making the tender offers pursuant to two separate Offers
to Purchase, both dated October 5, 2004. The Offers set forth
comprehensive descriptions of the terms of each tender offer and
the effect of amending the indentures underlying some of the
securities. The company urges its debt holders to read the
respective Offer to Purchase in its entirety before making a
decision with regard to the offer.

                        About the Company

Boise, headquartered in Boise, Idaho, provides solutions to help
customers work more efficiently, build more effectively, and
create new ways to meet business challenges. We own or control
more than 2 million acres of timberland, primarily in the United
States, to support our manufacturing operations. Boise's first
half 2004 sales were $6.9 billion.

Boise Office Solutions, headquartered in Itasca, Illinois, is a
division of Boise and a premier multinational contract and, under
the OfficeMax(R) brand, retail distributor of office supplies and
paper, technology products, and office furniture. Boise Office
Solutions had first-half sales of $4.3 billion.

Boise Building Solutions, headquartered in Boise, Idaho, is a
division of Boise and manufactures plywood, lumber, particleboard,
and engineered wood products. The business also operates 27
facilities that distribute a broad line of building materials,
including wood products manufactured by Boise. Boise Building
Solutions posted first half 2004 sales of $1.9 billion.

Boise Paper Solutions, headquartered in Boise, Idaho, is a
division of Boise and a manufacturer of office papers, a majority
of which are sold through Boise Office Solutions. Boise Paper
Solutions also manufactures printing, forms, and converting
papers; value-added papers; newsprint; containerboard and
corrugated containers; and market pulp. The division had first
half 2004 sales of $1.0 billion. Visit the Boise website at
http://www.bc.com/

                          *     *     *

Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Boise Cascade LLC and to Boise Land & Timber
Corporation.

At the same time, based on preliminary terms and conditions,
Standard & Poor's assigned its 'BB' senior secured bank loan
rating and its '2' recovery rating to Boise's $2.905 billion
revolving credit and term loan facility. These ratings reflect an
expectation of significant -- 80% to 100% -- recovery of principal
in the event of default.

In addition, Standard & Poor's assigned its 'B+' senior unsecured
debt rating to Boise Cascade's $250 million senior unsecured notes
due 2012, and its 'B+' subordinated debt rating to Boise Cascade's
$400 million subordinated notes due 2014, both to be issued under
Rule 144a with registration rights.

The senior unsecured debt is rated two notches below the corporate
credit rating, reflecting the significant amount of priority
liabilities that would rank ahead of unsecured lenders in the
event of bankruptcy. Although the senior unsecured notes rank
ahead of the subordinated notes, they are rated the same because
Standard & Poor's rating methodology permits a company's junior-
most debt to be rated a maximum of two notches below its corporate
credit rating. The outlook is stable.

Based in Boise, Idaho, Boise Cascade and Timber Corp. are each
indirect subsidiaries of Forest Products Holding LLC, a holding
company newly formed by Madison Dearborn Partners LLC -- MDP -- to
acquire the paper and wood products manufacturing and distribution
businesses, including timberlands, from Boise Cascade Corporation
-- "OfficeMax" -- for $3.7 billion.

Boise Cascade Corporation will be renamed OfficeMax Inc. following
completion of this transaction. Boise Cascade and its domestic
subsidiaries, which will own the manufacturing and distribution
businesses, will guarantee Timber Corp.'s debt, and Timber
Corporation, which will own the timberlands, will guarantee Boise
Cascade's debt.

The acquisition will be financed with proceeds from:

      -- the revolving credit facility,

      -- the term loans,

      -- the notes, and

      -- $615 million of equity provided by MDP, management, and
         OfficeMax

Upon conclusion of this transaction, Boise's debt, including
capitalized operating leases, will be $3.3 billion, with pro forma
debt to EBITDA of 6x.

However, Standard & Poor's ratings incorporate expectations that
Boise will sell its timberlands over the next year or so for about
$1.65 billion, with proceeds used to reduce debt to about $1.7
billion and strengthen pro forma debt to EBITDA to 3.5x.

"The ratings reflect Boise's participation in cyclical paper and
wood products manufacturing markets, concerns about declining
demand due to competing technologies and product substitution
risks, competitors with larger scale and more attractive cost
positions, limited geographic diversity, some customer
concentration, potentially higher wood costs as timberlands are
sold, and aggressive debt leverage," said Standard & Poor's credit
analyst Pamela Rice.


CHATTOOGA INTERNATIONAL: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Chattooga International Tech, Inc.
        aka CIT
        aka Luzern, Ltd.
        PO Box 205
        Lyerly, Georgia 30730

Bankruptcy Case No.: 04-43721

Type of Business: The Company manufactures a wide array of carpets
                  and rugs.  These products are made from the
                  finest 100% New Zealand wool and provide the
                  patina and appearance of hand woven carpets and
                  rugs.  See http://www.luzernltd.com/

Chapter 11 Petition Date: October 5, 2004

Court: Northern District of Georgia (Rome)

Judge: Paul W. Bonapfel

Debtor's Counsel: James R. McKay, Esq.
                  Fuller & McKay
                  PO Box 6063
                  Rome, Georgia 30162-6063
                  Tel: 706-295-1300

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


CHI-CHI'S: Wants to Pay $1.18 Million to 19 Hepatitis A Victims
---------------------------------------------------------------
Chi-Chi's Inc. is asking the U.S. Bankruptcy Court for the
District of Delaware for permission to pay $1.18 million to 19
individuals who contracted hepatitis A after dining at the Tex-Mex
chain's restaurants.   

To date, Chi-Chi's has settled approximately 250 Heaptitis
Claims.  As reported in the Class Action Reporter on Feb. 24,
2004, Chi-Chi's has to deal with a total pool of about 600
Hepatitis Claimants, three of which died from the virus after
eating tainted green onions imported from Mexico at a restaurant
located in the Beaver Valley Mall, about 25 miles northwest of
Pittsburgh, in November 2003.   

Because the per-claim settlement amounts are greater than $35,000,
Chi-Chi's is required to seek Court approval.  Chi-Chi's
previously obtained court approval to pay any settlement of
$35,000 or less.  The Bankruptcy Court approved a $2.18 million
payment to 60 claimants in June 2004.

The Honorable Charles G. Case will convene a hearing on the $1.18
million payment request in Nov. 1, 2004.  Objections, if any, must
be filed an served by Oct. 20, 2004.   

Headquartered in Irvine California, Chi-Chi's, Inc., is a direct
or indirect operating subsidiary of Prandium and FRI-MRD  
Corporation and each engages in the restaurant business.  The  
Debtors filed for chapter 11 protection on October 8, 2003 (Bankr.  
Del. 03-13063-CGC).  Bruce Grohsgal, Esq., Laura Davis Jones,
Esq., Rachel Lowy Werkheiser, Esq., and Sandra Gail McLamb, Esq.,
at Pachulski, Stang, Ziehl Young & Jones represent the Debtors in  
their restructuring efforts. The Debtors reported an estimated  
$50 to $100 million in assets and more than $100 million in  
liabilities when they filed for bankruptcy.


CHOICE ONE: Files Plan of Reorganization in New York
----------------------------------------------------
Choice One Communications, Inc., and its debtor-affiliates filed
their Joint Plan of Reorganization on October 5, 2004, with the
U.S. Bankruptcy Court for the Southern District of New York.

The restructuring proposed in the Plan is the result of several
months of negotiations with a Steering Committee of Senior Lenders
and an Ad Hoc Committee of Subordinated Noteholders.

The Plan provides for the conversion of the company's senior and
subordinated debt to equity to reduce outstanding indebtedness.  
Specifically, $410 million of senior debt will be converted to
$175 million of senior secured term notes and 18 million shares of
common stock in the Reorganized Debtors.  Subordinated Noteholders
will convert $250 million of their claims into 2 million shares of
new common stock.

Under the terms of the Plan:

    * Administrative Claims;
    * Federal State and Local Tax Claims;
    * Other priority Claims; and
    * General Unsecured Claims

will be paid in full.

On the Effective Date of the Plan, cash on hand and the proceeds
of a $30 million exit facility will be used to fund the
reorganized Debtors.  All existing preferred stock, common stock,
options to purchase common stock and warrants will be cancelled to
convert Choice One into a private company.

Headquartered in Rochester, New York, Choice One Communications,
Inc. -- http://www.choiceonecom.com/-- is an Integrated  
Communications Provider offering voice and data services including
Internet solutions, to businesses in 29 metropolitan areas
(markets) across 12 Northeast and Midwest states.  Choice One
reported $323 million of revenue in 2003, and provides services to
more than 100,000 clients.  The Company and its 18 debtor-
affiliates filed for chapter 11 protection on October 5, 2004
(Bankr. S.D.N.Y. Case No. 04-16433).  Jeffrey L. Tanenbaum, Esq.,
and Paul M. Basta, Esq., at Weil Gotshal & Manges LLP, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for bankruptcy, they reported $354,811,000 in total assets
and $1,078,478,000 in total debts on a consolidated basis.


CHOICE ONE: Wants to Employ Nixon Peabody as Special Counsel
------------------------------------------------------------
Choice One Communications, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York for
authority to employ Nixon Peadbody LLP as their special counsel,
nunc pro tunc to October 5, 2004.

Nixon Peabody did prepetition work for the Debtors and is fully
familiar with their operations and businesses.  

The Debtors want the Firm to assist and provide services that are
necessary in their reorganization.  Nixon Peabody will coordinate
closely with Weil, Gotshal and Manges LLP, the Debtors' general
counsel, to avoid any duplication of services.

Dennis Drebsky, Esq., at Nixon Peabody discloses the hourly
billing rates of the Firm's professionals:

     Designation                 Billing Rate    
     -----------                 ------------
     Partners                     $320 - 625
     Special Counsel               285 - 520
     Associates                    185 - 380
     Law Clerks/Summer Associates  105 - 125
     Paralegals/Managing Attorney  115 - 165

To the best of the Debtors' knowledge, Nixon Peabody does not hold
any interest materially adverse to the estate.

Headquartered in Rochester, New York, Choice One Communications,
Inc. -- http://www.choiceonecom.com/-- is an Integrated  
Communications Provider offering voice and data services including
Internet solutions, to businesses in 29 metropolitan areas
(markets) across 12 Northeast and Midwest states.  Choice One
reported $323 million of revenue in 2003, and provides services to
more than 100,000 clients.  The Company and its 18 debtor-
affiliates filed for chapter 11 protection on October 5, 2004
(Bankr. S.D.N.Y. Case No. 04-16433).  Jeffrey L. Tanenbaum, Esq.,
and Paul M. Basta, Esq., at Weil Gotshal & Manges LLP, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for bankruptcy, they reported $354,811,000 in total assets
and $1,078,478,000 in total debts on a consolidated basis.


CIT RV TRUST: S&P Junks Ratings on 1999-A Certificates
------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
certificates issued by CIT RV Trust 1997-A, CIT RV Trust 1998-A,
and CIT RV Trust 1999-A -- the trusts -- and removed them from
CreditWatch with negative implications, where they were placed
June 23, 2004.  Concurrently, the remaining rated notes and
certificates issued by the trusts are affirmed, and ratings on two
of the affirmed classes are also removed from CreditWatch
negative.

The downgrades reflect continued poor performance exhibited by the
underlying pools of installment sale contracts and direct loans
that are secured by new and used recreational vehicles, which has
resulted in the continued erosion of available credit support.

As of the September remittance date, between 8.3% and 8.7% of each
pool consisted of loans in repossession inventory, up from
November of last year when they ranged from 6.7% to 6.9% of the
outstanding pool balances.  This trend may continue considering
that an average of 3.68% of the outstanding principal pool
balances consist of loans that are 120 or more days delinquent.

Moreover, the 12-month average recovery rates have declined across
all of the trusts, and monthly recovery rates are below the
recovery assumptions that were made at issuance.  High gas prices
have contributed to weakened demand for larger sized units,
placing downward pressure on recovery rates.  Consequently, the
pools have not been generating sufficient income to fully cover
monthly losses, resulting in reductions in the reserve account
balances that have averaged between $230,000 and $364,000 for each
month since November 2003.

The affirmed ratings reflect adequate credit enhancement available
to support those ratings, in light of expected remaining losses.
The senior classes have benefited from the sequential pay
structures and increased subordination as the senior classes
continue to pay down.
   

      Ratings Lowered And Removed From Creditwatch Negative
   

                       CIT RV Trust 1997-A
   
                                Rating
                                ------
                    Class   To          From
                    -----   --          ----
                    Certs   B       BBB-/Watch Neg
   

                       CIT RV Trust 1998-A
   
                                Rating
                                ------
                    Class   To          From
                    -----   --          ----
                    Certs   B-      BB/Watch Neg
   

                       CIT RV Trust 1999-A
   
                                Rating
                                ------
                    Class   To          From
                    -----   --          ----
                    Certs   CCC+    BB-/Watch Neg
   

     Ratings Affirmed And Removed From Creditwatch Negative
   

                       CIT RV Trust 1998-A
   
                                Rating
                                ------
                    Class   To          From
                    -----   --          ----
                    B       A       A/Watch Neg
   

                       CIT RV Trust 1999-A
   
                              Rating
                              ------
               Class   To               From
               -----   --               ----
                 B     BBB-        BBB-/Watch Neg
   

                        Ratings Affirmed
   
                       CIT RV Trust 1997-A
   
                         Class   Rating
                         -----   ------
                         A-6     AAA
                         A-7     AAA
   
                       CIT RV Trust 1998-A
   
                         Class   Rating
                         -----   ------
                         A-4     AAA
                         A-5     AAA
   
                       CIT RV Trust 1999-A
   
                         Class   Rating
                         -----   ------
                         A-4     AAA
                         A-5     AAA


CITIZENS ENTERPRIZES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Citizens Enterprizes, Inc.
        dba Hillsboro Chevron
        dba Hillsboro Exxon
        301 I 35 Highway North West
        Hillsboro, Texas 76645

Bankruptcy Case No.: 04-62213

Chapter 11 Petition Date: October 1, 2004

Court: Western District of Texas (Waco)

Judge: Larry E. Kelly

Debtor's Counsel: Erin B. Shank, Esq.
                  Erin B. Shank, P.C.
                  2309 Austin Avenue
                  Waco, TX 76701
                  Tel: 254-296-1161
                  Fax: 254-296-1165

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

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


CLEARLY CANADIAN: Douglas Mason Buys 215,688 More Common Shares
---------------------------------------------------------------
Douglas L. Mason, of 2489 Bellevue Avenue, West Vancouver, BC V7V
1E1 has acquired 215,688 common shares of Clearly Canadian
Beverage Corporation.  

As a result of such acquisition, the Mr. Mason currently owns a
total of 1,305,734 common shares of the Corporation, share
purchase warrants exercisable into 517,500 common shares of the
Corporation, incentive stock options exercisable into 339,659
common shares of the Corporation and convertible debentures,
convertible into 362,500 common shares of the Corporation.

Upon the conversion of the convertible debentures in their
entirety and upon the exercise of the share purchase warrants and
stock options in their entirety, Mr. Mason would hold 2,525,393
common shares of the Corporation, representing approximately 25.9%
of the issued and outstanding share capital of the Corporation
assuming the conversion of all debentures and exercise of all
warrants and options held by Mr. Mason.  Mr. Mason holds the
securities for investment purposes and might buy more.  

                        About the Company

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.


COMMERCE ONE: Files for Chapter 11 Protection in N.D. California
----------------------------------------------------------------
Commerce One, Inc., and its wholly owned subsidiary, Commerce One
Operations, Inc., each filed voluntary petitions for relief under
Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the Northern District of California on
Oct. 6, 2004, after it reported continuing losses and deficits in
the successive quarters and efforts to raise additional equity
failed.

At June 30, 2004, Commerce One, Inc.'s balance sheet showed a
$10,391,000 stockholders' deficit, compared to $3,028,000 at
December 31, 2003.  As of September 22, 2004, the Company reported
an unrestricted cash balance of approximately $700,000.

                   Cuts 56 Jobs to Preserve Cash

As reported in the Troubled Company Reporter on Sept. 28, Commerce
One laid off approximately 56 employees to preserve its remaining
limited cash.  Following the layoff, 36 employees remained, most
of whom are employed by its supplier relationship management (SRM)
business unit.

                      Management Realignment

Effective upon the Company's bankruptcy filing, Mark B. Hoffman
resigned as its Chairman, Chief Executive Officer, President, and
as a director; and John Balen, Stewart Schuster and Alex Vieux
resigned as directors.

Prior to the filing, the Company appointed Peter Seidenberg as its
new Chief Financial Officer following the resignation of Interim
CFO, Todd Hagen.

                       Common Stock Trading

Immediately after filing for bankruptcy, Commerce One expects that
its common stock will trade under the ticker symbol "CMRCQ."  

"If we are de-listed, there may be a very limited market, or no
market, in which our securities are traded and our stockholders
may find it difficult to sell their shares of our common stock.  
As a result of our bankruptcy filing and the potential de-listing
of our securities by the Nasdaq National Market, our holders of
preferred stock may have a right to redeem their shares," the
Company said in a Form 8-K report filed with the Securities and
Exchange Commission.

Headquartered in San Francisco, California, Commerce One, Inc. --
http://www.commerceone.com/-- provides software services that  
enable businesses to conduct commerce over the Internet.  Commerce
One, Inc., and its wholly owned subsidiary, Commerce One
Operations, Inc., filed for chapter 11 protection on Oct. 6, 2004
(Bankr. N.D. Calif. Case Nos. 04-32820 through 04-32821).  Doris
A. Kaelin, Esq., and Lovee Sarenas, Esq., at the Law Offices of
Murray and Murray, represent the Debtors.  When the Debtors filed
for bankruptcy, they listed $14,531,000 in total assets and
$12,442,000 in total debts.


COMMERCE ONE: Case Summary & 21 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Commerce One, Inc.
        One Market Plaza
        Steuart Tower, Suite 1300
        San Francisco, CA 94105

Bankruptcy Case No.: 04-32820

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      Commerce One Operations, Inc.              04-32821

Type of Business: The Debtor provides software services that
                  enable businesses to conduct commerce over
                  the internet.  See http://www.commerceone.com/

Chapter 11 Petition Date: October 6, 2004

Court: Northern District of California (San Francisco)

Judge: Dennis Montali

Debtors' Counsel: Doris A. Kaelin, Esq.
                  Lovee Sarenas, Esq.
                  Law Offices of Murray and Murray
                  19330 Stevens Creek Boulevard #100
                  Cupertino, CA 95014-2526
                  Tel: 650-852-9000

Total Assets: $14,531,000

Total Debts:  $12,442,000

A. Commerce One, Inc.'s 1 Largest Unsecured Creditor:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
PeopleSoft, Inc.              Trade Debt              $2,039,056
Attn: Terry Church,
Legal dept.
4460 Hacienda Dr.
Pleasanton, CA 94588

B. Commerce One Operations' 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
PeopleSoft, Inc.              Trade Debt              $2,039,056
Attn: Terry Church,
Legal dept.
4460 Hacienda Dr.
Pleasanton, CA 94588

ADP Investor Communication    Trade Debt                $169,468
Services, Inc.
P.O. Box 23487
Newark, NJ 07189

Tri-State Financial LLC       Trade Debt                $100,579
109 North 5th St.
Saddle Brook, NJ 07663

Wilson Sonsini Goorich &      Legal Services             $78,341
Rosati

BDO Seidman, LLP              Trade Debt                 $58,656

Abe Staffing Services, LLC    Trade Debt                 $56,096

Haynes, Beffel & Wolfeld LLP  Legal Services             $51,833

Aetna US Healthcare           Insurance                  $46,923

RC Search, Inc.               Trade Debt                 $42,000

ABD Insurance and Financial   Trade Debt                 $37,500
Services

National Union                Trade Debt                 $34,285

Getronics Nederland B.V.      Trade Debt                 $27,046

Morrison & Foerster MNP       Legal Services             $26,529

Computer Horizons Corp.       Trade Debt                 $25,000

AT&T                          Utilities                  $23,475

Gartner Group, Inc.           Trade Debt                 $22,800

MCI                           Utilities                  $22,070

Sendtraffic                   Trade Debt                 $20,222

Versitec                      Trade Debt                 $16,357

Covente                       Trade Debt                 $15,000


COMMERCE ONE: Inks Pact to Sell SRM Division Assets to ComVest
--------------------------------------------------------------
Commerce One, Inc., (NASDAQ: CMRC) entered into a binding Asset
Purchase Agreement to sell its SRM Division and certain of its
other assets to an investment group composed of ComVest Investment
Partners II, LLC, and DCC Ventures, LLC, who are Commerce One's
largest creditors.  To implement the sale transaction, and
consistent with previously announced intentions, the Company filed
for Chapter 11 bankruptcy protection on October 6th.

Mark Pecoraro, Senior Vice President and General Manager of SRM
operations said, "I view the sale as a very positive outcome for
SRM customers and employees and for creditors of Commerce One.  We
are gratified by the support we have received from our many loyal
customers and believe ComVest and DCC are strongly committed to
making our SRM business even better."  Mr. Pecoraro also noted
"the sale includes Commerce One's Conductor technology.  This
allows us the flexibility to use Conductor to enhance our SRM
product suite, while retaining the ability to develop Conductor on
a stand-alone basis.

Under the Asset Purchase Agreement, Commerce One will sell
substantially all of its business operations to the buyers in
exchange for the forgiveness of approximately $4 million in debt
plus certain additional amounts of funding that the buyers have
committed to provide that is required to pay the salaries of SRM
Division employees and Conductor employees prior to consummation
of the sale.  The agreement also provides that the buyers will
release a portion of their existing liens on certain other
Commerce One assets simultaneously with the consummation of the
transaction.

The sale is subject to bankruptcy court approval and to the
satisfaction of various closing conditions, and is subject to the
receipt by Commerce One of higher and better bids during the
bankruptcy approval process.

                        About the Company

From its initial roots in Internet-based software applications,
Commerce One, Inc. -- http://www.commerceone.com/-- defined many  
of the open standards and protocols established for business
networks and their global customer base includes leaders in a wide
range of industries.  The Commerce One ConductorT platform and
industry-specific Process Accelerators represent the next
generation of business process management solutions that enable
enterprises to optimize their existing technology investments and
enhance functionality of existing applications and processes.

At June 30, 2004, Commerce One, Inc.'s balance sheet showed a
$10,391,000 stockholders' deficit, compared to $3,028,000 at
December 31, 2003.  As of September 22, 2004, the Company reported
an unrestricted cash balance of approximately $700,000.


COMPUTER ASSOCIATES: Moody's Affirms Ba1 Rating & Stable Outlook
----------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 rating and stable
outlook for Computer Associates, International following the
company's announcement today of its proposed acquisition of
Netegrity, Inc., an authentication security software company.

The affirmation reflects:

   (a) the manageable cash outlay,

   (b) strategic fit, and

   (c) modest expected integration challenges of the Netegrity
       acquisition.

The cash outlay of $340 million net of Netegrity's $90 million
cash is modest compared to Computer Associates' liquidity profile
and our expectations for conservative expected acquisition and
share repurchase spending over the intermediate term.  Computer
Associates has over $2 billion available cash balance and
generates annual free cash flow (defined as cash flow from
operations less capital expenditures less dividends) approximating
$1.2 billion.  The company has $2.3 billion debt on its balance
sheet, including $825 million in senior notes maturing in April
2005 and $660 million outstanding in 5% senior convertible notes
which mature March 2007.  Computer Associates can call the
convertible notes and exercise its call spread in March 2005 and
the convertible notes are currently in the money ($24.83 exercise
price versus today's $27.72 closing price).  The next material
notes maturity is not until the maturity of $350 million notes in
April 2008.

Given anticipated growth of the authentication and provisioning
security software market and potential integration cost savings,
Moody's believes Netegrity provides the right strategic fit and
over the intermediate term will provide a good return on
investment, though the acquisition cost is high (net $340 million
acquisition cost is about 36 times Netegrity's trailing twelve
month EBITDA).  Netegrity's leading market position in the growing
authentication security software market for Windows and Unix based
distributed systems would strengthen and complement Computer
Associates' authentication product set, which is targeted
predominately at the slower growing mainframe applications market.  
Moody's expects Computer Associates' integration costs of
Netegrity to be small, given the relative size of Netegrity and
Computer Associates' experience with the company, which stems from
Computer Associates's partnership with Business Layers, a security
provisioning software company acquired by Netegrity in December
2003.  Subject to regulatory approvals, the acquisition is
expected to close by calendar year end 2004.

Headquartered in Islandia, New York, Computer Associates
International is an enterprise software vendor for enterprise
management, security, and storage applications.


CORAM HEALTHCARE: Trustee Gets Okay to Pay $2.95M Stay Bonuses
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Arlin
M. Adams, the Chapter 11 Trustee overseeing the restructuring of
Coram Healthcare Corporation, permission to pay $2.95 million to
employees who continue in the company's employ through the
company's emergence from chapter 11.  

Employees will collect 50% of the retention bonus now and receive
the other 50% 60 days after the Court confirms a plan.  If an
employee jumps ship between now and the 60th day following
confirmation, the Trustee will want the initial 50% payment back.  

Mr. Adams told the Court that competitors have been preying on
employees' fears and attempting to lure them away from Coram.  
These retention bonuses will improve morale and help maintain a
stable workforce between now and the time Coram emerges from
bankruptcy protection, Mr. Adams says.  

Coram Healthcare Corporation is a provider of infusion-therapy
services. The Company filed for chapter 11 protection on
August 8, 2000 (Bankr. D. Del. Case No. 00-03299). Christopher
James Lhuiler, Esq., at Pachulski Stang Ziehl Young & Jones PC
represent the Debtor. Kenneth E. Aaron, Esq., at Weir & Partners
LLP and Barry E. Bressler, Esq., at Schnader Harrison Segal &
Lewis LLP represent the Chapter 11 Trustee in these proceedings.
Richard Levy, Esq., at Jenner & Block, LLC, represents an Equity
Committee led by Sam Zell. Michael Cook, Esq., at Schulte, Roth &
Zabel, representing Cerberus, the target of RICO and other claims
asserted by the Equity Committee. Judge Walrath has twice denied
confirmation of a plan of reorganization for Coram finding that an
undisclosed relationship between Cerberus and Coram management,
brought to light by the Equity Committee, tainted the plan
process.


CORNING INC: Will Take $2.8+ Billion Charge in 3rd Quarter
----------------------------------------------------------
Corning Incorporated (NYSE: GLW) will take non-cash charges in the
range of $2.8 billion to $2.9 billion against its third-quarter
results. The charges will include:

   -- approximately $1.4 billion to impair goodwill related to its
      Telecommunications segment;

   -- approximately $420 million to impair fixed assets and equity
      method investments in its Telecommunications segment; and

   -- up to $1 billion to establish a valuation allowance against
      certain deferred tax assets.

The company determined its goodwill charge in accordance with
Statement of Financial Accounting Standards (SFAS) No. 142,
"Goodwill and Other Intangible Assets." At the end of the second
quarter, Corning had $1.7 billion in goodwill, with approximately
$1.6 billion related to the Telecommunications segment.

The goodwill recoverability assessment included reviewing the
company's long-term view of the telecommunications market,
projections of future cash flows, and the estimated fair market
value of the overall business segment. The company completed this
assessment Wednesday after a process concluding with review by
Corning's board of directors.

James B. Flaws, vice chairman and chief financial officer, said,
"Although our results in the Telecommunications segment in 2003
and 2004 have been on track with our projections, we are not
seeing significant signs of the broad uplift in industry
conditions previously projected for 2005 and beyond. As a result,
we have updated and lowered our estimates of future cash flows for
the Telecommunications segment. Our revised cash flow projections
no longer support the goodwill related to this segment. Therefore,
it is appropriate that we take an impairment charge."

               Telecommunications Pricing and Mix
                       Remains Depressed

Mr. Flaws said, "The primary changes in our projections for this
segment include lower estimates of future pricing and a lower mix
of premium fiber products. These revised forecasts reflect new
estimates of industry growth patterns, competitive conditions, and
future customer demand. We now estimate that depressed pricing and
low demand for premium fiber may persist well beyond 2005, and the
industry rebound from depressed conditions may be slower and less
robust than previously forecast."

Mr. Flaws said the company remains pleased with the current
strength in North American telecommunications sales, due in large
part to Corning's participation in Verizon Communications fiber-
to-the-premises build out. However, it is not enough to signal a
broad recovery in the global telecommunications market.

In addition to the goodwill impairment charge, Corning will record
fixed asset and equity investment impairment charges approximating
$420 million. These charges primarily relate to the phase II
expansion of its Concord, N.C., optical fiber facility, which was
only partially completed before the entire complex was mothballed
in October 2002. "We no longer believe that the global optical
fiber market will ever reach a demand level that would justify
completing this facility," Mr. Flaws said.

Corning will continue to mothball and depreciate the separate,
previously operated portion of the Concord facility. Mr. Flaws
said, "If current fiber demand remains on the pace now forecast,
we could begin to reopen the original portion of our Concord
facility as early as 2006."

Mr. Flaws also said that Corning is currently operating its
Wilmington, N.C., optical fiber facility at less than full
capacity, and the addition of the Concord manufacturing plant
would result in Corning having the capacity to produce more than
double today's fiber volumes.

                       Deferred Tax Assets

In addition, Corning said that it would record a charge of up to
$1 billion to establish a valuation allowance against certain
deferred tax assets in accordance with SFAS No. 109, "Accounting
for Income Taxes." This valuation allowance primarily relates to
Corning's U.S. deferred tax assets. "As a result of the impairment
charges and our lowered projections for the Telecommunications
segment, our largest U.S.-based business, we have concluded that
we must provide a valuation allowance against our deferred tax
assets at this time," Mr. Flaws said.

SFAS 109 requires that greater weight be given to previous
cumulative losses than the outlook for future profitability when
determining whether deferred tax assets can be used. Mr. Flaws
said, "We have incurred significant losses in the United States
due primarily to telecommunications restructuring and impairment
charges recorded over the last four years. Although Corning's
performance is improving, it is primarily due to our LCD growth in
Asia. Our U.S. business, which includes a significant portion of
our global research, development and engineering and corporate
infrastructure spending, is operating at a loss."

Mr. Flaws said, "The establishment of this valuation allowance is
required by SFAS 109. We remain committed to returning to
profitability in the U.S. so that we will eventually be able to
use the majority of these deferred tax assets before they expire."
In general, U.S. tax laws allow 20 years to use operating loss
carry-forwards.

This valuation allowance will be reviewed periodically and could
be reversed partially or totally after the company has achieved
sustained profitability in the United States. Until then,
Corning's tax provision will include only the net tax expense
attributable to its international operations. This change could
reduce Corning's results in the fourth quarter by up to $0.01 per
share. Corning does not expect the change to have a material
impact on the company's 2005 results.

Mr. Flaws said that the charges in the range of $2.8 billion to
$2.9 billion are non-cash and will have no impact on the company's
cash flow or liquidity. Corning's debt- to-capital ratio will
increase to approximately 43 percent as a result of the charges,
and remains well below any covenant tests in its existing
revolving credit agreement.

"These accounting charges are clearly disappointing, particularly
in light of Corning's recent improved performance. Absent these
new charges, we expect our third quarter results to be in line
with our previous expectations," he said.

                        About the Company

Corning Incorporated -- http://www.corning.com/-- is a  
diversified technology company that concentrates its efforts on
high-impact growth opportunities. Corning combines its expertise
in specialty glass, ceramic materials, polymers and the
manipulation of the properties of light, with strong process and
manufacturing capabilities to develop, engineer and commercialize
significant innovative products for the telecommunications, flat
panel display, environmental, semiconductor, and life sciences
industries.

                          *     *     *

As reported in the Troubled Company Reporter on August 16, 2004,
Fitch Ratings upgraded Corning Incorporated's senior unsecured
debt to 'BB+' from 'BB' and the convertible preferred stock to
'B+' from 'B'. The Rating Outlook is Positive, Fitch said.
Approximately $2.7 billion of securities were affected by Fitch's
action.

The upgrade mainly reflects Corning's:

   * strengthened credit protection measures, resulting from
     significantly improved operating performance; and

   * lower cost structure and the company's ongoing improving
     capital structure through a reduction of debt via cash
     buyback, equity offerings, and asset sales.

Firth also considered are Corning's solid market positions for
active matrix liquid crystal display -- LCD -- glass and
telecommunications and increasing equity earnings from investments
(mostly Samsung Corning Precision Glass and Dow Corning
Corporation), a majority of which are non-cash. The Positive
Outlook reflects Fitch's belief that industry conditions for LCD
monitor demand could improve further and telecommunications will
remain stable, resulting in continuing positive trends for
operating metrics and credit protection measures. Concerns center
on the increased capital commitments made to the Display
Technologies segment (pressuring free cash flow), a
Telecommunications segment (40% of revenues), which continues to
have GAAP net losses but is free cash flow positive, potential for
growing pricing pressures for LCD glass, and a continued need to
invest in research and development to generate the next break-
through product for future revenue streams.


COVANTA ENERGY: Court Allows CIT & WBH Admin. Claim for $808,873
----------------------------------------------------------------
The CIT Group/Equipment Financing, Inc., directly through its
ownership of its subsidiary WBH Generating Company, LLC, is the
sole beneficiary of a trust administered by The Bank of Oklahoma,
Tulsa, N.A., as owner trustee to Meridian Trust Company, pursuant
to a Trust Agreement dated July 21, 1986.

Pursuant to certain agreements, Covanta Tulsa, Inc., sold to the
Owner Trustee, and the Owner Trustee leased back to Covanta
Tulsa, the Walter B. Hall Resource Recover Facility and certain
equipment and other associated property located in Tulsa,
Oklahoma.  Covanta Energy Corporation guaranteed Covanta Tulsa's
obligations to the Owner Trustee and CIT.

Covanta Tulsa sought and obtained the Court's permission to reject
the Facility Lease effective as of October 15, 2003.

On April 8, 2004, CIT and WBH sought payment of their
administrative claim aggregating $1,652,711, which is comprised
of:

    * unpaid rent owed under the lease, taxes paid by CIT and WBH
      that were owed by Covanta, and costs incurred by CIT and WBH
      in connection with the repair of the Facility; and less

    * certain amounts that CIT and WBH agreed to pay to Covanta in
      consideration for Covanta agreeing to assume and assign to
      WBH a certain contract relating to the Facility.

Ogden Liquidating Trustee James N. Lawlor objected to the
allowance of the Administrative Claim.

To resolve their dispute, Mr. Lawlor, CIT and WBH stipulate and
agree that the Administrative Claim will be allowed for $808,873.
The Liquidating Trustee will immediately pay CIT and WBH the claim
amount.

                          *     *     *

Judge Blackshear promptly approves the Stipulation.

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.  On March 10, 2004, Covanta Energy
Corporation and its core subsidiaries emerged from chapter 11 as a
wholly owned subsidiary of Danielson Holding Corporation.  Some of
Covanta's non-core subsidiaries have liquidated under separate
chapter 11 plans.  (Covanta Bankruptcy News, Issue No. 66;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DENNY'S CORP: Moody's Places Caa1 Rating on $175M Senior Notes
--------------------------------------------------------------
Moody's Investors Service upgraded the Senior Implied and Issuer
ratings of Denny's Corporation to B2 and Caa1, respectively, and
affirmed the previously assigned ratings on the new bank loan and
senior notes.  The upgrade recognizes the successful completion of
the new bank loan and note issue substantially as expected.  
Together with $92 million from a July 2004 equity placement,
virtually all proceeds from the new debt are being used to
completely repay the existing senior notes.  Replacement of the
company's current debt with a less burdensome capital structure
and Moody's expectation for continued improvement in operating
performance support the higher ratings.  However, the company's
high financial leverage after the transactions and Moody's opinion
that cash outflows for debt service and capital investment will
remain substantial relative to operating cash flow limit the
ratings.  The rating outlook is stable.  This rating action
concludes the review that commenced on August 16, 2004.

The ratings were upgraded:

   * Senior Implied Rating to B2 from Caa1, and the

   * Issuer Rating to Caa1 from Caa3.

The ratings were affirmed:

   * $300 million first-lien Bank Loan (comprised of a $75
     million Revolving Credit Facility and a $225 million Term
     Loan) at B2,

   * $120 million second-lien Loan Facility at B3, and the

   * $175 million 10.0% Unsecured Senior Note issue (2012) at
     Caa1.

Moody's also withdrew its ratings on the 12.75% senior notes
(2007) and 11.25% senior notes (2008), which are completely
retired as a result of this transaction.

The ratings recognize Moody's expectation that operating profit
over the medium-term will remain modest relative to:

   (a) cash outflows for interest expense and capital
       investment,

   (b) the high degree of financial leverage (especially when
       adjusted for operating lease obligations) even after the
       proposed transaction improves the balance sheet, and

   (c) the history of underinvestment in Denny's store base
       (given that depreciation has substantially exceeded
       capital expenditures since the January 1998
       reorganization).

The intense competition within the family dining segment of the
restaurant industry and our belief that many franchisees were
adversely impacted during the recent period of pressured sales
also adversely impact Moody's opinion.

However, benefiting the ratings are substantial reductions in
leverage and debt service following replacement of the 2007 and
2008 notes with incremental equity and debt that is lower cost and
longer dated, consistent sales and profitability improvements over
the past several quarters, and the potential liquidity from a
meaningful real estate portfolio.  Control of the well-known
"Denny's" trade name and concentration of the domestic store base
in economically-expanding regions also potentially benefit the
company.

The stable outlook reflects Moody's expectation that the company's
financial profile will improve as it:

   (a) continues the recent pattern of growing average unit
       volume from both increased customer count and higher
       average check,

   (b) adjusts the pace of capital investment to avoid free cash
       flow deficits, and

   (c) improves leverage by using a portion of discretionary
       cash flow to amortize debt ahead of schedule.

Ratings would be negatively impacted if the company and its
franchisees prove unable to further improve average unit volume,
constrained operating cash flow limits the company's ability to
update its store base, or debt protection measures fail to improve
from current levels.  Ratings could eventually go up as higher
average unit volume and store profitability leads to greater
financial flexibility (such as lease adjusted leverage falling
below 5 times and fixed charge coverage approaching 2 times) and
the company achieves worthwhile returns on investment with the
planned remodel and development program.

The B2 rating on the five-year Bank Loan borrowed by Denny's Inc.
(comprised of a $75 million Revolving Credit Facility and a $225
million Term Loan B) considers that this debt enjoys the
guarantees of the company's operating subsidiaries and is secured
by a first-lien on substantially all assets.  The collateral
includes the real estate for about 240 stores.  While Moody's
believes that this first-lien bank loan is fully covered by
sellable assets, the security on the collateral does not result in
notching above the senior implied rating because of the
significant proportion of this bank loan in the company's total
debt structure.  Over the life of the bank loan, Moody's expects
that the company will utilize the Revolving Credit Facility only
for temporary cash flow timing differences except Letters of
Credit (currently about $35 million) that cover self-insurance
commitments.

The B3 rating on the $120 million six-year Loan Facility borrowed
by Denny's Inc. considers, in addition to the guarantees of the
operating subsidiaries, that this debt is collateralized by a
second-lien on virtually all of the company's tangible and
intangible assets.  This bank loan has a subordinate lien relative
to the proposed first-lien bank loan. In a hypothetical distressed
scenario, Moody's expects that collateral value may fall short of
the secured debt balance because of likely liquidation valuation
for significant assets such as restaurant equipment, leasehold
improvements, goodwill, and the Denny's trade name.

The Caa1 rating on the senior unsecured notes issued by the
intermediate holding company Denny's Holdings, Inc. considers that
this debt class is not guaranteed by the operating subsidiaries
and is structurally subordinated to significant amounts of more
senior obligations. These obligations include:

   * the $300 million first-lien secured bank facility,
   * the $120 million second-lien loan facility,
   * $34 million of capital leases and other secured debt, and
   * $32 million of operating company trade accounts payable.

Lease adjusted leverage improved to 5.8 times for the twelve
months ending June 30, 2004 (pro-forma for the new debt and the
equity infusion) from 5.9 times and pro-forma fixed charge
coverage improved to 1.4 times from 0.8 times prior to the balance
sheet events.  The meaningful improvement in fixed charge coverage
comes from the lower price of the new debt relative to the retired
debt.  Restaurant margin improved to 13.2% in the first half of
2004 compared to 10.8% in the same period of 2003 as effective
promotions have allowed the company to leverage fixed operating
costs over increased average unit volume.  Pro-forma cash flow (as
measured by EBITDA) for the twelve months ending June 2004
modestly covered cash interest expense, capital investment, and
working capital changes and immediate liquidity consists of about
$40 million in bank borrowing capacity and $19 million in cash.  
Moody's believes that free cash flow will remain small as the
company uses most operating cash to remodel the existing store
base and eventually to develop new stores.

Denny's Corporation, headquartered in Spartanburg, South Carolina,
operates and franchises 1619 family dining restaurants. Revenue
for the twelve months ending June 2004 was $959 million.


DII INDUSTRIES: Wants to Extend Removal Period Until Dec. 31
------------------------------------------------------------
As of the Petition Date, DII Industries, LLC, and its debtor-
affiliates were parties to numerous civil actions pending in
various tribunals, and relating to a wide variety of claims.  By
means of a Stay Relief Order, the United States Bankruptcy Court
for the Western District of Pennsylvania has authorized the
continuation of all non-asbestos or silica-related litigation
against the Debtors during the pendency of their Chapter 11 Cases.

By this motion, the Debtors ask the Court, pursuant to Rule
9006(b) of the Federal Rules of Bankruptcy Procedure, to further
extend the time within which they may file notices of removal with
respect to prepetition actions through and including December 31,
2004, without prejudice to their rights to seek further extensions
of the removal deadline for cause shown.

Michael G. Zanic, Esq., at Kirkpatrick & Lockhart, LLP, in
Pittsburgh, Pennsylvania, explains that the Debtors have no
present intention to remove any of the prepetition actions.
Nevertheless, an additional extension of time in which to remove
those Actions is warranted to preserve the possibility of removal
in the unlikely event that the Plan fails to become effective.

According to Mr. Zanic, the rights of the Debtors' adversaries
will not be prejudiced by an extension since they will be able to
continue litigation of the Actions pending removal, and may seek
to have any removed Action remanded to the state court pursuant to
Section 1452(b) of 28 U.S.C. following its removal.

The Court will convene a hearing on October 20, 2004, to consider
the Debtors' request.  By application of Local Bankruptcy Rule
9013-6 for the Western District of Pennsylvania, the Removal
Period is extended until the disposition of the Debtors' request.

Headquartered in Houston, Texas, DII Industries, LLC, is the
direct or indirect parent of BPM Minerals, LLC, Kellogg Brown &
Root, Inc., Mid-Valley, Inc., KBR Technical Services, Inc.,
Kellogg Brown & Root Engineering Corporation, Kellogg Brown & Root
International, Inc., (Delaware), and Kellogg Brown & Root
International, Inc., (Panama).  KBR and its subsidiaries provide a
wide range of services to energy and industrial customers and
government entities in over 100 countries.  DII has no business
operations.  DII and its debtor-affiliates filed a prepackaged
chapter 11 petition on December 16, 2003 (Bankr. W.D. Pa. Case No.
02-12152).  Jeffrey N. Rich, Esq., Michael G. Zanic, Esq., and
Eric T. Moser, Esq., at Kirkpatrick & Lockhart LLP, represent the
Debtors in their restructuring efforts.  On June 30, 2004, the
Debtors listed $6.255 billion in total assets and $5.295 billion
in total liabilities.  (DII & KBR Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DIMETHAID RESEARCH: New Board Discloses Plans to Restructure
------------------------------------------------------------
In an effort to streamline operations, the new board of directors
of Dimethaid Research Inc. (TSX: DMX) has released initial plans
for restructuring the company.

"As we're finding out, beneath all the confusing information, this
company has solid products and a basically sound foundation," said
Daniel H. Chicoine, the new chairman of the board. "The measures
we're taking should have a noticeable impact on fixed costs by the
end of the next fiscal quarter and greatly accelerate the time to
profitability."

Details of the plan are described in the attached letter to
shareholders from the board's restructuring committee and covers:

        -  Directors' Compensation
        -  CEO Appointment and Other Management Changes
        -  Solvay Revenue Sharing Agreement
        -  Revamped U.K. Distribution
        -  Clarified FDA Review Status
        -  U.S. Distribution Potential
        -  Improved Short-term Financing
        -  Long-term Financing Options

The attached letter to shareholders can be found on the company's
website at http://www.dimethaid.com/Shareholders may contact the  
Investor Relations department of the company by mail: 1405 Denison
Street, Markham, Ontario, L3R 5V2; by telephone: (905) 415-1446;
or by email: info@dimethaid.com to request a copy of the letter to
shareholders.


   "Dear Dimethaid Shareholders:

   "On behalf of Dimethaid's new board of directors, thank you for    
   your support and trust in electing us at the annual
   shareholders meeting on September 21, 2004. While we face many
   challenges, you can rest assured that we will work diligently
   on your behalf and will communicate with you regularly, and as
   fully and frankly as possible.

   "Immediately after the annual shareholders meeting, Daniel
   Chicoine told those present that the new board would update
   shareholders in two-to-four weeks. This letter represents the
   first report of the board's restructuring committee. We caution
   that we have had access to Dimethaid's books, records and
   personnel for just over two weeks. The documentation we have
   reviewed and are continuing to review is voluminous; and the
   company's affairs are complex. While we are trying to get up to
   speed as quickly as possible, we caution that we are in the
   midst of an ongoing process.

                     New Board Appointments
   
   "The new board held its first meeting on September 21, 2004
   immediately after the annual shareholders meeting. It consists
   of the following members:

      -- Daniel Chicoine
      -- John London
      -- Dr. Henrich Guntermann
      -- Dr. Jacques Messier
      -- Dr. Klaus von Lindeiner
      -- Anthony Dobranowski
      -- David Copeland

   "The board appointed Daniel Chicoine as chairman and John
   London as secretary.

   "The board also established the following committees:

    1) Corporate Governance and Compensation Committee

          -- Klaus von Lindeiner
          -- John London
          -- Jacques Messier

    2) Audit and Environmental Committee

          -- Klaus von Lindeiner
          -- David Copeland
          -- Anthony Dobranowski

    3) Restructuring Committee

          -- John London
          -- Daniel Chicoine
          -- David Copeland
          -- Henrich Guntermann

          CEO Appointment and Other Management Changes

   "At a board meeting held on September 22, 2004, the board
   appointed Dr. Henrich Guntermann as president and chief
   executive officer of Dimethaid.

   "The board has terminated Rebecca E. Keeler as president and
   CEO and Ruth Huttman as executive director, operations. To
   streamline operations, we have also reduced the number of
   personnel at the head office in Markham.

                     Directors' Compensation
   
   "Previously, company board members received $5,000 as an annual
   retainer, $1,000 per meeting attended and $500 for each
   telephone meeting. Committee members also received $500 per
   committee meeting attended and $250 for each telephone meeting.
   All previous board members received 100,000 stock options upon
   joining the board and 20,000 stock options at the beginning of
   each fiscal year.

   "The new board believes that, given the company's financial
   position, it is inappropriate for directors to receive cash
   compensation as an annual retainer or for attending board or
   committee meetings - at least for the first year. In lieu of
   cash compensation, we agreed to give each director 50,000
   options to acquire common shares of Dimethaid at the prior
   day's TSX closing price ($0.39 / share on September 20). These
   options vested on the date they were granted.

   "In addition, the new board approved options for each director
   to acquire 100,000 shares at the prior day's TSX closing price,
   ($0.39 per share on September 20), vesting in three equal
   installments. The first instalment vests on the date of grant;
   the remaining two instalments vest one year and two years after
   the date of grant.

                    Company's Financial Position
  
   "On September 21, 2004, we were advised that Dimethaid had
   about $240,000 in cash available and current liabilities of
   approximately $10.7 million Cdn. Dimethaid senior management
   was not aware of any firm financing in place to deal with the
   situation. Obviously, raising funds for the company's short-
   and longer-term requirements is the new board's first priority.

                         Short-Term Loan

   "To meet immediate cash requirements, Dr. F.W. Kuhne - former
   principal of Oxo Chemie, now Dimethaid AG - has agreed to
   provide Dimethaid with a short-term loan funded by the sale of
   Dimethaid shares paid to him as part of the Oxo Chemie
   acquisition agreement. The transaction has been approved by the
   Toronto Stock Exchange, and the shares will be sold at
   prevailing market price. The loan will come due in three months
   and bear interest at a rate of 6 percent per annum. Dr. Kuhne
   may, at his option, elect to have all of the principal repaid
   through the issuance of the same number of Dimethaid common
   shares he sold to finance the loan. A maximum of one million
   common shares can be issued to Dr. Kuhne as repayment.

                         Dr. Kuhne Debt

   "The company's largest creditor is Dr. Kuhne who is owed
   approximately $28 million US, which represents the remaining
   purchase price from Dimethaid's May 2002 acquisition of Oxo
   Chemie. Payments of $9.24 million U.S. are due in each of
   November 2004, 2005 and 2006, and may be made in any
   combination of cash or common shares, at the company's
   discretion. We have contacted Dr. Kuhne's legal representative
   to restructure this obligation and believe we can reach a
   mutually satisfactory arrangement.

                     Longer-Term Financing

   "Since taking office, we have prepared a revised business plan
   aimed at determining the nature and amount of long-term
   financing required by the company, and we are currently
   evaluating several opportunities.

                   FDA Approval of Pennsaid
  

   "The new board has learned that in August 2002, the U.S. Food
   and Drug Administration sent the company a complete response
   letter recommending additional efficacy and long-term safety
   data, along with an extra, pharmacokinetic study providing more
   information about how the drug is absorbed and eliminated from
   the body.

   "Dimethaid responded within 10 days, indicating it would amend
   its New Drug Application (NDA). The company agreed to the
   pharmacokinetic study and completed the work in May 2003.

   "However, given Dimethaid's limited financial resources and the
   quality of results already submitted, the company continued to
   negotiate with the FDA in an effort to persuade the agency that
   additional efficacy and safety data, or more clinical trials,
   were unnecessary. In November 2002, the company decided to
   conduct new clinical trials in accordance with the FDA's
   suggested design.

   "Over the past two years, Dimethaid has continued to meet with
   the FDA to clarify the issues and develop the necessary
   clinical trials. The company submitted a protocol in November
   2003 and following approval, started enrolment in March 2004.

   "Barring unforeseen delays, we expect to complete the studies
   by the end of calendar 2005 and submit an amended NDA by mid
   2006. According to agency guidelines, the FDA should be
   expected to respond by early 2007. A positive response at this
   stage would allow the company to begin marketing Pennsaid
   three-to-six months later. Throughout this process, Dimethaid
   will continue negotiating with potential marketing and
   distribution partners, with the possibility of securing a U.S.
   licensing agreement in advance of FDA approval.

   "The new board wanted assurance that the significant cost to
   complete these trials was justified and that the company, upon
   completion of the work, could successfully address the FDA's
   questions. Accordingly, the company retained a former deputy
   director of the FDA's office of scientific evaluation to obtain
   an opinion on Pennsaid's approval status and the trials
   requested by the FDA. After reviewing results from the
   company's earlier clinical trials and the design of the two
   current trials, the company was advised, in a written report,
   that its current add-on and long-term therapy studies are
   sufficiently well designed to answer all outstanding questions.
   The report concludes: 'Assuming the results are consistent with
   the safety and efficacy data already submitted, it is my
   opinion that the FDA will approve Pennsaid.'

   "Based on this expert opinion the board has decided to continue
   with the two trials requested by the FDA.

           Canadian Distribution - Solvay Agreement Status
       
   "The relationship between the company's wholly owned subsidiary
   Dimethaid Health Care Ltd. and Solvay Pharma Inc. is based on a
   co-promotion agreement whereby Dimethaid and Solvay each
   contribute equivalent sales forces and promotional funds to
   market and sell Pennsaid in Canada. The two companies share
   revenues from Canadian Pennsaid sales according to an agreed
   percentage formula. On September 16, 2004, Solvay delivered a
   notice identifying a number of alleged contractual breaches
   that, unless corrected by Dimethaid, would prompt Solvay to
   terminate the agreement effective December 10, 2004 and seek
   damages.

   "Members of the new Dimethaid board have met with Solvay
   executives about restructuring the existing agreement. As a
   result, Solvay has made a proposal and negotiations are
   ongoing. In the event an agreement is not reached and Solvay
   does not revoke the notice of termination according to the
   terms of the current co-promotion arrangement, Dimethaid will
   be free to partner with another company. Dimethaid has received
   an unsolicited expression of interest from another company
   interested in promoting and selling Pennsaid in Canada.

       United States Distribution - McNeil Standstill Agreement

   "Since May 1999, Dimethaid International, the company's wholly
   owned subsidiary, has been subject to a standstill agreement
   with McNeil Consumer Healthcare, a division of McNeil-PPC, Inc.
   Under the terms, Dimethaid International agreed to discuss and
   negotiate only with McNeil regarding the sale, licensing or
   distribution of Pennsaid in the United States. Either party was
   allowed to terminate the agreement on written notice to the
   other, and Dimethaid International did deliver such a notice to
   McNeil on October 5, 2004. In anticipation of FDA approval,
   Dimethaid is now free to begin discussions with other
   interested parties about sales, licensing and distribution of
   Pennsaid in the United States.

            Impact Of Vioxx Withdrawal From The Market

   "On Thursday, September 30, 2004 Merck & Co. announced that it
   was withdrawing Vioxx, its COX-2 inhibitor, from the worldwide
   market. Vioxx sales represented about 40 percent of the $500
   million Cdn market, and 36 percent of the $5.0 billion US
   market for COX-2 inhibitors. The withdrawal of Vioxx from
   markets where Pennsaid has been approved for sale may have a
   positive impact on Dimethaid's sales since Pennsaid is a
   potential alternative. In the United States, the Vioxx
   withdrawal will not affect Dimethaid's sales or profits until
   the FDA approves Pennsaid (see above) or unless the company can
   negotiate a license or sale of Pennsaid rights before FDA
   approval.

                U.K. Sales Agreement - In2Focus

   "Dimethaid has been pursing the U.K. market for Pennsaid
   through a sales representation agreement between In2Focus Sales
   Development Services Limited and the company's subsidiary
   Dimethaid International. Under the agreement, Dimethaid
   International paid a fee in return for In2Focus using its own
   sales force to promote and sell Pennsaid in the U.K. In the
   most recent fiscal quarter, marketing and promotion costs
   amounted to over eight times the total sales revenue.

   "On September 29, 2004, Dimethaid International notified
   In2Focus that it was terminating the agreement. Although the
   termination becomes effective five months after delivery of
   notice, Dimethaid International has requested that In2Focus
   take immediate steps to reduce its expenses and Dimethaid's
   exposure. We have also requested that In2Focus consider a
   restructured agreement where In2Focus would assume
   responsibility for sales costs in return for a commission or
   royalty, based sales. In the absence of a successful
   renegotiation or a new sales agreement with In2Focus, Dimethaid
   will seek a traditional marketing and distribution arrangement
   with a new U.K. partner, which will fund sales expenses and pay
   Dimethaid a share of revenue.

                 Varennes Manufacturing Facility
  
   "The company's manufacturing facility in Varennes, Quebec is
   the only source for Pennsaid, and moving production to another
   facility would take at least six to twelve months. For the
   longer term, however, we would like to focus on drug
   development rather than drug manufacturing. Ultimately, our
   goal is to find a contract manufacturer who can assume
   operation of the Varennes facility and utilize excess capacity
   for other products.

                       Head Office Mortgage

   "There is a $2 million Cdn mortgage charging the company's
   Markham head office and bearing interest at a rate of 2 percent
   per month. This mortgage has matured and is now due.

   "An experienced, local real estate firm has conducted an
   initial valuation of the building and believes that Dimethaid
   could sell the facility for $2.4-$2.8 million Cdn. We have also
   made enquiries with mortgage brokers and have received an
   informal offer to replace the current financing with a one-year
   mortgage bearing interest at 10 percent per annum but requiring
   a 3-percent upfront payment. We are continuing to explore
   selling and remortgaging options. We also have about 14,000
   square feet of unutilized space, presently listed for sublet.

                             Summary

   "The restructuring committee of the new board has had a busy
   and exciting first two weeks. We intend to keep up this pace
   until Dimethaid is on solid financial ground and positioned to
   take advantage of its promising products. We will continue to
   keep you advised of developments.

   "For the restructuring committee of the board of directors of
   Dimethaid Research Inc.

   Per:

    John London(signed), chairman of the restructuring committee
    Daniel H. Chicoine(signed)
    David Copeland(signed)
    Henrich Guntermann(signed)"

                         About Dimethaid
     
Dimethaid Research Inc. is a publicly traded, Canadian,
pharmaceutical company headquartered in Markham, Ontario, with
manufacturing facilities in Varennes, Quebec and Wanzleben,
Germany. The company develops and commercializes targeted
therapeutic drugs designed to produce minimal side effects.
Dimethaid's two technology platforms focus on transcellular drug
delivery and immune system regulation. Products are aimed at
expanding treatment options in rheumatology, dermatology,
oncology, immunology, and the therapeutic management of chronic
viral infections. For more information, please visit
http://www.dimethaid.com/


EMERY AIR: S&P Puts BB+ Credit & Debt Ratings on Watch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings and
outlook on CNF Inc. (BBB-/Stable/--).  

At the same time, Standard & Poor's placed its 'BB+' corporate
credit rating and 'BB+' secured debt rating on Emery Air Freight
Corporation on CreditWatch with positive implications.  

CNF announced the sale of its subsidiary Menlo Worldwide
Forwarding Inc., a provider of domestic and international freight
forwarding, which includes Emery Air Freight Corporation, to
United Parcel Service Inc. (UPS).  

CNF will receive $150 million in cash, and UPS will assume
approximately $110 million in long-term debt.  CNF will also
recognize an after-tax loss of $260 million on the sale.  The
transaction is subject to regulatory review and is expected to
close by year-end 2004.  

Menlo Worldwide Forwarding generated gross revenues of
$1.0 billion in the first six months of 2004 and an operating loss
of $9 million.  

CNF will retain:

   -- Menlo Worldwide Logistics,
   -- Menlo Worldwide Technologies, and
   -- its joint venture interest in Vector SCM

Pro forma for the sale, lease-adjusted debt to capital will
increase modestly from 53% at June 30, 2004.  Earnings and cash
flow measures are expected to improve somewhat with the
disposition of the break-even forwarding business.

"Ratings on CNF reflect the strong market positions of its
regional less-than-truckload (LTL) trucking and logistics units
and a satisfactory financial profile," said Standard & Poor's
credit analyst Kenneth Farer.

"These positive credit characteristics are somewhat offset by the
highly capital-intensive, cyclical, and competitive nature of many
of the company's operations," the analyst added.

CNF's credit profile has been weakened somewhat because of the
cumulative impact of losses and restructuring costs at the Emery
airfreight operation (included in the Menlo Worldwide Forwarding
segment that is being divested).  

Consolidated lease-adjusted funds from operations to debt was 36%
for the 12 months ending June 30, 2004, which is appropriate for
the current rating, though distinctly lower than the 60% recorded
in 1999.  

At June 30, 2004, lease-adjusted debt to capital was 53%, fairly
high for the rating and considerably higher when pension and
retiree medical liabilities are included (unfunded status of the
pension plan was $245 million at year-end 2003, compared with $880
million of lease-adjusted debt at that time).  

Debt leverage is expected to decrease as available cash balances
are used to repay the $100 million of notes that mature in 2005
and excess cash flow is used to reduce debt levels.

Standard & Poor's expects profitable operations and a solid
liquidity position to permit CNF to maintain a credit profile
adequate for the rating, despite somewhat elevated leverage.


GARDEN RIDGE: Landlord Committee Wants to File a Chapter 11 Plan
----------------------------------------------------------------
The Honorable Louis H. Kornreich will hold a hearing in
Wilmington, Delaware, on Oct. 27, 2004, to consider whether Garden
Ridge Corporation and its debtor-affiliates should continue to
enjoy the exclusive right to propose and file a chapter 11 plan.  

An ad hoc committee of Garden Ridge's landlords is urging the
Judge Kornreich to terminate the Debtors' exclusive period
pursuant to 11 U.S.C. Sec. 1121.  The Landlord Committee says it's
arranged for $85 million in new financing to fund a plan of
reorganization.  The Landlord Committee wants the opportunity to
file and pursue confirmation of its plan.

The Official Committee of Unsecured Creditors appointed in Garden
Ridge's cases tell the Court to ignore the Landlords.  The
Official Committee says it's met with the Debtors, the Debtors
have shared their long-term business plan with the Official
Committee, the Official Committee has no reason to believe the
Debtors aren't acting in good faith, and the Landlords won't be
able to show cause for terminating the Debtors' exclusive periods
at this juncture.  

The Landlord Committee charges that the Debtors are using the
exclusive periods as a "tactical measure to put pressure on
parties to yield to a plan they consider unsatisfactory."  

Headquartered in Houston, Texas, Garden Ridge Corporation --
http://gardenridge.com/-- is a megastore home decor retailer that  
offers decorating accessories like baskets, candles, crafts, home
accents, housewares, party supplies, pictures and frames, pottery,
seasonal items, and silk and dried flowers. The company filed for
chapter 11 protection on February 2, 2004 (Bankr. Del. Case No.
04-10324). Joseph M. Barry, Esq., at Young Conaway Stargatt &
Taylor LLP represents the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed estimated debts and assets of over $100 million each.


GENERAL MEDIA: Exits Bankruptcy Protection Under PET Control
------------------------------------------------------------
General Media, Inc., n/k/a Penthouse Media Group, Inc., has
emerged from Chapter 11 protection under the control of PET
Capital Partners, LLC, an affiliate of Marc Bell Capital Partners,
LLC.  PET Capital Partners and affiliates owned approximately 89%
of the Senior Notes of General Media, Inc., prior to its emergence
from bankruptcy.

The Company is the publisher of several magazine titles including
Penthouse, Penthouse Letters, Penthouse Forum and Penthouse
Variations, with related ventures in Internet, video and product
licensing.  In addition, the Company owns rights to the Penthouse
name and trademarks.  As previously announced, in August 2004, the
United States Bankruptcy Court for the Southern District of New
York confirmed a Plan of Reorganization sponsored by PET Capital
Partners.  The plan was consummated earlier this week.

The Company will now be managed by Marc H. Bell and Daniel C.
Staton, the principals of PET Capital.  Under the terms of the
reorganization plan, the Senior Note holders of General Media,
Inc., received new Term Loan Notes and all of the new equity in
Penthouse Media Group, Inc.  PET Capital Partners and affiliates
received approximately 97% of Penthouse Media Group equity and a
majority of the new Term Loan Notes.  PET Capital has also
extended an exit facility to Penthouse Media Group.

"We have high expectations for the future of Penthouse Media
Group," commented Marc H. Bell, Managing Partner of Marc Bell
Capital Partners.  "The customers, vendors and employees of the
Company can be assured that Penthouse will continue to remain one
of the most widely recognized consumer brands in the world,
identified with premium entertainment for adult audiences.  Our
goal is to restore Penthouse to its status as one of the most
widely distributed magazines in the world.  The company will be
operated as a global multimedia conglomerate encompassing Internet
distribution through multiple Web sites, video production,
broadcast, gaming, clubs and product licensing."

                        About the Company

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


GENESIS PEDIATRIC: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Genesis Pediatric Development LLC
        1217 South Peking
        McAllen, Texas 78501

Bankruptcy Case No.: 04-70920

Chapter 11 Petition Date: October 4, 2004

Court: Southern District of Texas (McAllen)

Judge: Richard S. Schmidt

Debtor's Counsel: James R. Clark, Esq.
                  James R Clark & Assoc.
                  4545 Mt. Vernon
                  Houston, TX 77006
                  Tel: 713-532-1300
                  Fax: 713-532-5505

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


GEO SPECIALTY: Court Extends Exclusive Period Until Nov. 13
-----------------------------------------------------------         
The Honorable Morris Stern of the U.S. Bankruptcy Court for the
District of New Jersey gave GEO Specialty Chemicals, Inc., and its
debtor-affiliates an extension, through and including November 13,
2004, within which they can file a chapter 11 plan.  The Debtors
have until January 12, 2005, to solicit acceptances for that plan
from their creditors.

The Debtors presented six reasons why the Court should extend
their exclusive periods:

    a) the complexity and size of the Debtors' chapter 11 cases
       warrant the extension of the exclusive periods;

    b) the Debtors are acting in good faith in their
       reorganization efforts and have made substantial progress
       in resolving restructuring issues for proposing a feasible
       plan of reorganization;

    c) the extension of the exclusive periods will not harm the
       Debtors' creditors or other parties-in-interest and it will
       not improperly pressure the creditors;

    d) the extension will give the Debtors more time to solicit
       exit financing proposals and complete discussions with the
       Administrative Agent, the Bondholders and the Official
       Committee of Unsecured Creditors to formulate a consensual
       plan of reorganization;

    e) the Debtors are paying their bills in the ordinary course
       of business as they come due; and

    f) the extension is appropriate, realistic, and necessary, and
       it will not prejudice the legitimate interests of the
       Debtors' creditors.

Headquartered in Harrison, New Jersey, GEO Specialty Chemicals,  
Inc. -- http://www.geosc.com/-- develops, manufactures and   
markets a wide variety of specialty chemicals, including over 300  
products sold to major industrial customers for various end-use  
applications including water treatment, wire and cable, industrial  
rubber, oil and gas production, coatings, construction, and  
electronics.  The Company filed for chapter 11 protection on  
March 18, 2004 (Bankr. N.J. Case No. 04-19148).  Alan Lepene,  
Esq., Robert Folland, Esq., and Sean A. Gordon, Esq., at Thompson  
Hine, LLP, and Brian L. Baker, Esq., Howard S. Greenberg, Esq.,  
and Stephen Ravin, Esq., at Ravin Greenberg, PC, represent the  
Debtors in their restructuring efforts.  On September 30, 2003,  
the Debtors listed $264,142,000 in total assets and $215,447,000
in total debts.


GERDAU AMERISTEEL: S&P Raises $350 Mil. Bank Loan Rating to 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Gerdau Ameristeel Corp. to 'BB-' from 'B+'.

In addition, Standard & Poor's raised its rating on Gerdau
Ameristeel's $350 million senior secured revolving credit facility
to 'BB' from 'BB-'.

The bank loan rating is rated one notch higher than the corporate
credit rating indicating a high expectation of full recovery of
principal in the event of a default.  Standard & Poor's also
raised the company's senior unsecured debt rating to 'B+' from
'B'.  The outlook is stable.

Total debt for the Tampa, Florida-based company was about
$585 million -- including capitalized operating leases -- at
June 30, 2004.

These actions follow the company's recent announcement that it
plans to raise an estimated $295 million to $330 million in net
proceeds from a secondary common stock offering.  Proceeds will be
used to finance Gerdau Ameristeel's $278 million (subject to an
adjustment for working capital levels at closing) acquisition of
the North Star Steel assets from Cargill Inc. and for general
corporate purposes.

"The upgrades reflect the expected improvement in Gerdau
Ameristeel's business and financial profiles to be realized with
its planned equity offering and acquisition of the North Star
Steel assets," said Standard & Poor's credit analyst Paul Vastola.
"With the additional cash flows from the North Star Steel assets
without a corresponding increase in debt, Gerdau Ameristeel will
be better positioned to weather the volatility associated with its
markets."

The ratings reflect the company's fair business position in the
highly cyclical and intensely competitive commodity steel products
and its aggressive growth strategy.  

These factors are partly offset by:

   -- a broad product mix,

   -- numerous manufacturing facilities providing geographic
      diversification, and

   -- the implicit support of 72%-owner Gerdau S.A. (67% pro forma
      for the equity offering)

As a result of the North Star Steel acquisition, Gerdau Ameristeel
will bolster its position as the second-largest minimill steel
producer in North America, increasing its total annual
manufacturing capacity by 2 million tons to 8.4 million tons of
mill finished steel product.  

Gerdau Ameristeel is also somewhat vertically integrated and
including the North Star assets will operate a total:

   -- 15 minimills,

   -- 15 scrap recycling facilities, which meet about 30% of its
      internal scrap needs, and

   -- 36 downstream manufacturing facilities


GOPHER STATE: Creditors Must File Proofs of Claim by Dec. 15
------------------------------------------------------------         
The United States Bankruptcy Court for the District of Minnesota
set December 15, 2004, as the deadline for all creditors owed
money by Gopher State Ethanol, LLC, on account of claims arising
prior to August 11, 2004, to file their proofs of claim.

Creditors must file written proof of claim on or before the
December 15 Claims Bar Date, and those forms must be delivered to:

          Clerk of the Bankruptcy Court
          District of Minnesota
          U.S. Courthouse Room 200
          316 N Robert Street
          St. Paul, Minnesota 55101

For a governmental unit, the Claims Bar Date is February 7, 2005.

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


GREENPOINT CREDIT: Moody's Junks 7 Certificate Classes
------------------------------------------------------
Moody's Investors Service confirmed the ratings on one senior
certificate and downgraded the ratings of six senior, five
mezzanine and two subordinate certificates from two of the
Greenpoint's manufactured housing securitizations.  The rating
action concludes Moody's rating review, which began on July 30,
2004.

Moody's previously downgraded the ratings of several subordinate
certificates of Greenpoint's 1999-5 and 2000-1 manufactured
housing securitizations in September 2002.  The rating action was
primarily based on the significantly weaker-than-expected
performance of the manufactured housing loans and the resulting
erosion in credit support.  At that time, Moody's did not
downgrade any senior and mezzanine tranches of the Series 1999-5
and 2000-1 pools as credit support levels were sufficient to
maintain the ratings.

Since the last rating action, performance of the pools has
deteriorated even further.  Delinquencies and repossessions
continued to climb, leading to cumulative losses that are higher
than original expectations.  As of the August 31, 2004 remittance
report, cumulative losses were 24.66% and 20.53% for the 1999-5
and 2000-1 transactions, respectively; and cumulative
repossessions were 31.99% and 27.32% respectively with
approximately 50% of the pool balances outstanding for both deals.  
Loss severities for both securitizations are around 80% to 85%.  
Overcollateralization in both deals has been completely eroded.  
In addition to experiencing write-downs, the subordinate bonds
have also realized significant interest shortfalls.  The senior
and mezzanine tranches of the 1999-5 deal benefit from a yet
undrawn senior letter of credit from Greenpoint, sized at $32.4
million.  The two junior most classes and the two letters of
credit supporting the 2000-1 transaction have been reduced to
zero.

The loans were originated and are currently being serviced by
GreenPoint Credit LLC.  Any change in the servicing practices may
have an impact on the performance of the collateral. GreenPoint
Credit LLC is a wholly owned subsidiary of North Fork Bancorp.,
Inc.

The complete rating action is:

Issuer: GreenPoint Credit Manufactured Housing Contract Trust,
Pass-Through Certs, Series 1999-5

   -- 7.33%, Cl A-3 Mtg. Pass-Through Certs, confirmed at Aaa

   -- 7.59%, Cl A-4 Mtg. Pass-Through Certs, downgraded from Aaa
      to Ba1

   -- 7.82%, Cl A-5 Mtg. Pass-Through Certs, downgraded from Aaa
      to Ba1

   -- 8.30%, Cl M-1 A Mtg. Pass-Through Certs, downgraded from
      Aa2 to Ca

   -- 8.29%, Cl M-1 B Mtg. Pass-Through Certs, downgraded from
      Aa2 to Ca

   -- 9.23%, Cl M-2 Mtg. Pass-Through Certs, downgraded from A2
      to C

   -- 9.90%, Cl B Mtg. Pass-Through Certs, downgraded from B2
      to C

Issuer: GreenPoint Credit Manufactured Housing Contract Trust,
Pass-Through Certs, Series 2000-1

   -- 7.60% Cl A-2 Pass-Through Certs, downgraded from Aaa to B3
   -- 7.93% Cl A-3 Pass-Through Certs, downgraded from Aaa to B3
   -- 8.14% Cl A-4 Pass-Through Certs, downgraded from Aaa to B3
   -- 7.84% Cl A-5 Pass-Through Certs, downgraded from Aaa to B3
   -- 8.25% Cl M-1 Pass-Through Certs, downgraded from Aa2 to C
   -- 8.78% Cl M-2 Pass-Through Certs, downgraded from A2 to C
   -- 9.00% Cl B-1 Pass-Through Certs, downgraded from B2 to C


HILL COUNTRY: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Hill Country Real Estate Development Corporation
        2125 Sidney Baker Street
        Kerrville, Texas 78028

Bankruptcy Case No.: 04-55717

Type of Business: Real Estate

Chapter 11 Petition Date: October 4, 2004

Court: Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: Eric Terry, Esq.
                  Haynes & Boone, LLP
                  112 East Pecan St., Suite 1600
                  San Antonio, TX 78205
                  Tel: 210-978-7424

Total Assets: Approx. $1 Million

Total Debts:  Approx. $1 Million

Debtor's 8 Largest Unsecured Creditors:

Entity                                   Claim Amount
------                                   ------------
True Value Hardware                    [not provided]
2136 Main St.
Junction, TX 76849

City of Junction                       [not provided]
730 Main St.
Junction, TX 76849

Pedernales Electric Cooperative, Inc.  [not provided]
P.O. Box 1
Johnson City, TX 78636

Kimble County Broadcasting             [not provided]
214 Pecan Street
Junction, TX 76849

Kimble County Tax Authority            [not provided]
P.O. Box 307
Junction, TX 76849

Paris Tower                            [not provided]
5454 Wisconsin Ave., Ste. 720
Chevy Chase, MD 20815

SC Log Homes                           [not provided]
P.O. Box 588
Hunt, TX 75024

Double K Bar Ranch                     [not provided]
113 West Young Street
Llano, TX 78643


HOLLISTER ROAD: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Hollister Road Investments, Ltd.
        P.O. Box 187
        Prairie View, Texas 77446

Bankruptcy Case No.: 04-43889

Type of Business: The Debtor operates a 588-unit apartment
                  complex located in Houston, Texas.  

Chapter 11 Petition Date: October 1, 2004

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Eric J. Taube, Esq.
                  Hohmann, Taube & Summers, L.L.P.
                  100 Congress Ave, 18th Floor
                  Austin, TX 78701
                  Tel: 512-472-5997
                  Fax: 512-472-5248

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Bank of America               Loan                   $12,859,509
333 South Hope St.            Value of Collateral:
Los Angeles, CA 90071         $8,700,000

Spring Branch ISD             Taxes                     $209,736
Tax Assessor - Collector
P.O. Box 19037
Houston, TX 77224

Harris County Tax Assessor -  Taxes                     $151,093
Collector
P.O. Box 4622
Houston, TX 77210

DSD Development, Inc.         Loans                      $39,109

Insite Painter Contractors    Services                   $27,885

Reliant Energy                Services                   $23,462

Action Plus Painting          Services                   $23,170

Century Air Conditioning      Services                    $9,892

A&G Painting                  Services                    $9,036

Texas Professional Security   Services                    $8,344

Texas Global Security Agency  Services                    $7,479

Alvarez C & R Painting Co.    Services                    $6,664

ACN Electric                  Services                    $5,828

Ran-Mar Sales & Services,     Services                    $4,123
Inc.

Acuity Electric Inc.          Services                    $3,885

Golden Greek Carpets, Inc.    Services                    $3,317

Presto                        Services                    $3,128

Gregory J. Dalton             Services                    $3,031

The Floor Store               Services                    $2,897

D&F Security Guard & Patrol   Services                    $2.765
Services, Inc.


HOUSTON PALACE: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Houston Palace Events, Inc.
        dba Freedom World Ranch
        P.O. Box 742022
        Houston, Texas 77274

Bankruptcy Case No.: 04-44261

Type of Business: The Debtor operates an amusement park.

Chapter 11 Petition Date: October 4, 2004

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Barbara Mincey Rogers, Esq.
                  Waldron Schneider and Todd
                  15150 Middlebrook Drive
                  Houston, TX 77058
                  Tel: 281-488-4438
                  Fax: 281-488-4597

Total Assets: $3,586,300

Total Debts:  $760,000

Debtor's 6 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Rubio's Janitorial Company    Business                  $124,000

City of Houston - Water       Business                   $14,000

Professional Land Surveyor    Business                    $3,000

Zapata Enterprises, Inc.      Lawsuit                         $0

Sherray K. Reed               Lawsuit                         $0

Harris County Flood Control   Lawsuit                         $0


IGAMES ENT: Hires Prospect Financial Advisors to Evaluate Options
-----------------------------------------------------------------
iGames Entertainment, Inc.'s (OTC Bulletin Board: IGME) Money
Centers of America, Inc. subsidiary have retained Prospect
Financial Advisors.  Following the mid-October completion of the
previously-announced recapitalization through the merger of iGames
into Money Centers, Prospect will serve as Money Centers'
exclusive financial advisor to assist Money Centers in
restructuring its debt and capital structure and evaluating
strategic opportunities. Prospect Financial Advisors is an
investment bank focused on providing corporate finance and mergers
and acquisition advisory services to middle market and growth
companies. Its Marks Baughan division specializes in financial
technology, with deep experience in electronic payments and
payment processing companies.

"Prospect Financial Advisors is pleased and excited to be working
with one of the leading players in the gaming cash access market,"
said Jim Marks, Managing Director. "We look forward to helping
iGames/Money Centers of America continue to grow by providing
access to the leading institutional investors in the country and
exploring potential strategic combinations."

Chris Wolfington, CEO of iGames and Money Centers said, "We have
engaged Prospect Financial Advisors because of their experience
and relationships working with companies in financial technology
and payments. Their specialized expertise should be of real value
as we focus on reducing our financing costs and identifying and
exploring suitable acquisition or merger candidates and other
strategic opportunities that may exist."

               About Prospect Financial Advisors
   
Prospect Financial Advisors is an investment bank focused on
providing independent financial advice and capital access to
clients facing critical corporate initiatives. It provides
financial advice free of conflict and based on decades of capital
market and corporate advisory experience. Further information can
be found at http://www.prospectadvisors.com/

                   About iGames Entertainment

iGames Entertainment, Inc. provides cash access and financial
management systems for the gaming industry, focusing on specialty
transactions in the cash access segment of the funds transfer
industry through its Money Centers of America, Inc. and Available
Money, Inc. subsidiaries. The Company's growth strategy is to
develop or acquire innovative gaming products and systems and
market these products worldwide. For a complete corporate profile
on iGames Entertainment Inc., please visit iGames' corporate
website at http://www.igamesentertainment.com/

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 1, 2004,
Sherb & Co., LLP, the independent auditors for iGames
Entertainment, Inc., note in its Audit Report dated June 23, 2004,
that iGames has an accumulated deficit of $10,224,394 as of March
31, 2004, net losses topping $6.6 million and negative cash flow
from operations in the year ended March 31, 2004. "This raises
substantial doubt about [iGames'] ability to continue as a going
concern," Sherb & Co. says.

Management has noted that the Company's available cash equivalent
balance at March 31, 2004 was approximately $232,000 and was
approximately $2,148,000 at May 31, 2004. From inception through
March 31, 2003, iGames raised an aggregate of approximately
$2,500,000 in capital through the sale of its equity securities.
In addition, the Company issued two 10% convertible promissory
notes in the aggregate principal amount of $250,000 to one
investor. In October 2002, this investor converted a $150,000
note into 300,000 shares of Company common stock, and from July
2003 through December 2003, iGames repaid an additional $81,500 of
this debt. The Company intends to repay the remaining principal
balance of this note of $18,500 in fiscal 2005.

A significant portion of the Company's existing indebtedness is
associated with its line of credit of $3,000,000 with Mercantile
Capital, L.P., which iGames uses to provide vault cash for its
operations. Vault cash is not working capital but rather the
money necessary to fund the float, or money in transit, that
exists when customers utilize the Company's services but the
Company has yet to be reimbursed from the Debit, Credit Card Cash
Advance, or ATM networks for executing the transactions. Although
these funds are generally reimbursed within 24-48 hours, due to
the magnitude of iGames' transaction volume, a significant amount
of cash is required to fund its operations. The Company's vault
cash loan accrues interest at the base commercial lending rate of
Wilmington Trust Company of Pennsylvania plus 10.75% per annum on
the outstanding principal balance, with a minimum rate of 15% per
annum, and has a maturity date of May 31, 2005. iGames' obligation
to repay this loan is secured by a first priority lien on all of
its assets.

iGames also has $6,000,000 of debt associated with its acquisition
of Available Money. $2,000,000 of this indebtedness is payable in
1,470,589 shares of its common stock or cash to the previous
shareholders of Available Money at iGames' discretion. The terms
of the Stock Purchase Agreement allow for certain purchase price
adjustments associated with this indebtedness that may lower the
actual amount the Company is required to pay. The actual amount
paid will not be determined until certain events outlined in the
Stock Purchase Agreement have materialized.

An additional $2,000,000 of this indebtedness is a loan provided
by Chex Services, Inc. iGames filed suit against Chex Services
regarding certain breaches to the term note evidencing iGames'
obligation to repay this loan and breaches to a Stock Purchase
Agreement entered into by the parties in November 2003. It is
iGames' position that the damages the Company suffered as a result
of the breaches by Chex Services, Inc., exceed the principal
amount of this loan. The Company will continue to record this note
as a liability until a judgment is rendered in the lawsuit.

The final $2,000,000 of this indebtedness is a bridge loan
provided by Mercantile Capital, L.P. This bridge loan accrues
interest at an annual rate of 17% and has a maturity date of May
1, 2005. The Company's obligation to repay this loan is secured by
a first priority lien on all of its assets. The Company intends
to refinance this obligation in fiscal 2005. It paid a facility
fee of $41,000 in connection with this loan.


INFOUSA INC: Expects $88 Million Revenues in Third Quarter
----------------------------------------------------------
infoUSA(R) (Nasdaq:IUSA), the leading provider of proprietary
business and consumer databases and sales leads, said its third
quarter revenue would beat Wall Street estimates. The company
further expressed confidence that it would meet or exceed
analysts' expectations for the fourth quarter and full fiscal year
2004.

infoUSA expects third quarter revenues to be approximately
$88 million to $90 million, compared with the average Wall Street
estimate of $86 million. The company posted revenue of $77 million
in the year-earlier third quarter.

infoUSA -- http://www.infoUSA.com/-- founded in 1972, is the  
leading provider of business and consumer information products,
database marketing services, data processing services and sales
and marketing solutions. Content is the essential ingredient in
every marketing program, and infoUSA has the most comprehensive
data in the industry, and is the only company to own a proprietary
database of 250 million consumers and 14 million businesses under
one roof. The infoUSA database powers the directory services of
the top Internet traffic-generating sites. Nearly 3 million
customers use infoUSA's products and services to find new
customers, grow their sales, and for other direct marketing,
telemarketing, customer analysis and credit reference purposes.
infoUSA headquarters are located at 5711 S. 86th Circle, Omaha, NE
68127 and can be contacted at (402) 593-4500.

                          *     *     *

As reported in the Troubled Company Reporter on May 20, 2004,
Standard & Poor's Ratings Services assigned its 'BB' ratings and
recovery ratings of '4' to infoUSA Inc.'s $250 million of senior
secured credit facilities, indicating a marginal recovery
(25%-50%) of principal in the event of a default.

In addition, Standard & Poor's affirmed its 'BB' corporate
credit rating on the Omaha, Nebraska-headquartered company. The
outlook is stable.

"The ratings on infoUSA, Inc., reflect the company's meaningful
pro forma debt levels, moderate-size operating cash flow base
and competitive market conditions, including competition from
companies that have greater financial resources," said
Standard & Poor's credit analyst Donald Wong. "These factors are
tempered by infoUSA's historical operating cash flow margins in
the mid- to high-20% range, free operating cash flow generation,
strong niche market positions, a broad product and service
offering distributed through numerous channels to a diverse base
of businesses, and a significant portion of sales derived from
existing or former customers."


INTERMET CORPORATION: Court Approves Use of Cash Management System
------------------------------------------------------------------
The Honorable Marci McIvor of the U.S. Bankruptcy Court for the
Eastern District of Michigan, Southern Division, approved Intermet
Corporation and its debtor-affiliates' application to continue
using their existing bank accounts, business forms and checks, and
cash management system.  The Debtors are also authorized to
continue intercompany transactions.

In the ordinary course of Intermet and its affiliates' businesses,
they maintain approximately 76 different bank accounts with six
different financial institutions under a carefully constructed and
complex cash management system.

Robert Belts, Chief Executive Officer of Intermet, states that the
Debtors utilize a highly sophisticated and multi-layered cash
management system to collect, transfer and disburse funds
generated from their operations.  To change to a new system as
required by the U.S. Trustee will disrupt the Debtors' business
operations and impair their efforts to effectively reorganize.

The Court also permits the Debtors to continue using their
business forms and checks to avoid additional expense and prevent
creating a sense of disruption and potential confusion within the
organization and among their customers and vendors.

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. Mich.
Case Nos. 04-67597 through 04-67614).  Salvatore A. Barbatano,
Esq., at Foley & Lardner LLP, represents the Debtors.  When the
Debtors filed for protection from its creditors, they listed
$735,821,000 in total assets and $592,816,000 in total debts.


INTERMET CORPORATION: Wants to Pay Prepetition Taxes
----------------------------------------------------
Intermet Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Michigan, Southern
Division, for authority to pay prepetition taxes to federal, state
and local taxing authorities in the ordinary course of their
businesses.

The Debtors believe that most of these taxes likely constitute so-
called "trust fund" taxes which are required to be collected from
third parties and held in trust for payment to the taxing
authorities.

Section 105(a) of the Bankruptcy Code allows for payment of
prepetition debts if that payment is necessary to prevent the
debtors from going into liquidation and to preserve the debtors'
potential for rehabilitation.

Failure to pay the taxes or to withhold payment likely would cause
taxing authorities to take actions adverse to the Debtors and
their estates, like interest and penalty assessment, lien filings
and audits.  Those actions would unnecessarily divert the Debtors'
attention from the reorganization process.

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. Mich.
Case Nos. 04-67597 through 04-67614).  Salvatore A. Barbatano,
Esq., at Foley & Lardner LLP, represents the Debtors.  When the
Debtors filed for protection from its creditors, they listed
$735,821,000 in total assets and $592,816,000 in total debts.


INTERMET CORP: Nasdaq Halts Stock Trading Beginning Tuesday
-----------------------------------------------------------
INTERMET Corporation's (Nasdaq: INMT) common stock will cease
trading on The Nasdaq Stock Market effective with the opening of
business on Tuesday, October 12, 2004.

INTERMET received a written Notice of Staff Determination on
October 1, 2004, from the Nasdaq Listing Qualifications Department
stating that INTERMET's common stock is being delisted from The
Nasdaq Stock Market pursuant to Marketplace Rule 4815(a). The
delisting is based on Nasdaq's determination that the company does
not comply with the continued listing requirements under
Marketplace Rules 4300 and 4450(f).

INTERMET anticipates that its common stock will continue to be
quoted on the Pink Sheets Electronic Quotation Service following
its delisting from Nasdaq. The company's common stock may also
become eligible for quotation on the OTC Bulletin Board if a
market maker applies to register the stock in accordance with
applicable SEC rules, and if the application is cleared, neither
of which is assured.

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 Debtors filed for
protection from its creditors, it listed $735,821,000 in total
assets with $592,816,000 in total debts.


INTERSTATE BAKERIES: U.S. Trustee Appoints Creditors' Committee
---------------------------------------------------------------
Charles E. Rendlen, III, the United States Trustee for Region 13,  
appoints seven unsecured claimants to the Official Committee of  
Unsecured Creditors in Interstate Bakeries Corporation's
Chapter 11 cases:

   (1) U.S. Bank National Association, Indenture Trustee
       One Federal Street
       Boston, MA 02110-2027
       Telephone: 617-603-6429
       Telecopier: 617-603-6640
       e-mail: laura.moran@usbank.com
       Contact: Laura L. Moran, Co-Chairperson

   (2) Cereal Food Processors, Inc.
       2001 Shawnee Mission Parkway
       Mission Woods, KS 66205
       Telephone: 913-890-6300
       Telecopier: 913-890-6382
       e-mail: s.heeney@cerealfood.com
       Contact: Steven J. Heeney

   (3) Cargill, Inc./Horizon Milling
       15407 McGinty Road West
       Wayzata, MN 55391
       Telephone: 952-742-6567
       Telecopier: 952-742-5062
       e-mail: don-wright@cargill.com
       Contact: Don Wright, Co-Chairperson

   (4) Campbell Mithun
       222 S. 9th Street
       Minneapolis, MN 55402
       Telephone: 612-347-1558
       Telecopier: 612-347-1910
       e-mail: Steve_Arndt@Campbell-mithun.com
       Contact: Steven J. Arndt

   (5) International Brotherhood Of Teamsters
       6 Tuxedo Avenue
       Hyde Park, NY 11040
       Telephone: 516-747-0696
       Telecopier: 516-747-0676
       e-mail: teamplayer2@verizon.net
       Contact: Richard Volpe

   (6) ConAgra Foods, Inc.
       7350 World Communications Drive
       Mail Stop 7350-317
       Omaha, NE 68122
       Telephone: 402-998-3202
       Telecopier: 402-930-3309
       e-mail: Jim.Salvadori@ConAgraFoods.com
       Contact: James P. Salvadori

   (7) Archer Daniels Midland Company
       P.O. Box 1470
       Decatur, IL 62525
       Telephone: 217-424-5222
       Telecopier: 217-424-4773
       e-mail: spycher@admworld.com
       Contact: Richard P. Spycher

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.  The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814).  J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due August 15, 2014 on August 12,
2004) in total debts.  (Interstate Bakeries Bankruptcy News, Issue
No. 3; Bankruptcy Creditors' Service, Inc., 215/945-7000)


INTERSTATE BAKERIES: First Meeting of Creditors is on Nov. 1
------------------------------------------------------------
Charles E. Rendlen III, United States Trustee for Region 13, has  
called for a meeting of Interstate Bakeries Corporation and its
debtor-affiliates' creditors and equity security holders pursuant
to Section 341 of the Bankruptcy Code on November 1, 2004, at
10:00 a.m. in:

          Room 2110 B, 2nd Floor
          United States Bankruptcy Court
          for the Western District of Missouri
          400 East 9th St.
          Kansas City, Missouri

If the Debtors have not filed their schedules of assets and
liabilities and statements of financial affairs at least 10 days
before November 1, the meeting will be adjourned and reconvened on
December 15, 2004, at 9:00 a.m.

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

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.  The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814).  J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due August 15, 2014 on August 12,
2004) in total debts.  (Interstate Bakeries Bankruptcy News, Issue
No. 3; Bankruptcy Creditors' Service, Inc., 215/945-7000)


INTRABIOTICS PHARMACEUTICALS: Retains Lazard to Evaluate Options
----------------------------------------------------------------
IntraBiotics Pharmaceuticals, Inc. (Nasdaq: IBPI) has retained
Lazard to advise the Company in evaluating its strategic options.

The Company previously announced that it is evaluating strategic
options to maximize shareholder value, including mergers,
acquisitions, in-licensing opportunities, and liquidation of the
Company.

IntraBiotics has no long-term debt or other long-term obligations.
Based upon currently projected expenses for the second half of
2004, the Company expects to have cash and investments of between
approximately $46.0 million and $50.0 million at December 31,
2004.

                  Iseganan Development Program

The Company announced on June 23 that an independent data
monitoring committee recommended to the company that it
discontinue its pivotal trial of iseganan for the prevention of
ventilator-associated pneumonia based on an interim analysis of
the data.  A higher rate of both ventilator-associated pneumonia
and mortality was observed by the data monitoring committee in the
active treatment group compared to the placebo group.  As a
result, IntraBiotics has stopped the study.

"This interim analysis outcome was unexpected, since we had
concluded that iseganan was safe and well tolerated based on
previous studies in over 800 patients," stated Henry Fuchs, M.D.,
President and CEO of IntraBiotics.

                  Cuts 80% of Total Workforce

On August 23, 2004, the Company's Board of Directors committed to
reduce its operating expenses by terminating certain employees as
a result of the termination of the iseganan development program.
The total cost to the Company of the severance benefits are
estimated to be between $0.8 million to $1.0 million.  The Company
expects to eliminate approximately 12 employee positions, or 80%
of the total workforce, from various business functions and job
classes over the remainder of calendar year 2004.

                    Changes in Accountants

IntraBiotics is in the process of seeking the engagement of a new
independent registered public accounting firm for the year ending
December 31, 2004, following the resignation of Ernst & Young LLP.  
E&Y completed its services related to the review of IntraBiotics'
interim financial statements for the quarter ending September 30,
2004.

The reports of Ernst & Young LLP on the Company's financial
statements for the past two fiscal years did not contain an
adverse opinion or a disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope, or accounting
principles.  In connection with the audits of the Company's
financial statements for each of the two fiscal years ended
December 31, 2003, and in the subsequent interim period, there
were no disagreements with Ernst & Young LLP on any matters of
accounting principles or practices, financial statement
disclosure, or auditing scope and procedures which, if not
resolved to the satisfaction of Ernst & Young LLP would have
caused Ernst & Young LLP to make reference to the matter in their
report.

                       About the Company

IntraBiotics Pharmaceuticals, Inc., develops and commercializes
biopharmaceutical products for the prevention and treatment of
serious and life-threatening infections.  Iseganan, HCl (iseganan)
the Company's candidate product in the protegrin class, is a
synthetic version of a naturally occurring protegrin.  Due to its
potent and broad-spectrum antimicrobial properties, iseganan is
believed to have great potential in fighting multi-drug-resistant
bacteria and yeast that cannot be killed using conventional
antibiotics.

On June 30, 2004, the Company listed $59,393,000 in total assets
and $55,687,000 stockholders' equity.  It posted a $5,138,000 net
loss for the quarter ended June 30, 2004.


ISTAR FINANCIAL: Moody's Puts Ba2 Rating on Preferred Stock
-----------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured debt
ratings of iStar Financial Inc. to Baa3, from Ba1, with a stable
outlook.  Moody's also confirmed the ratings of iStar's REIT
subsidiary, TriNet Corporate Realty Trust, Inc. (senior debt at
Ba1), revising the outlook to stable, from positive.  According to
Moody's, the upgraded ratings for iStar reflect the significant
progress iStar has made in shifting its core funding to unsecured
debt, and thereby unencumbering assets.

In addition, iStar's ratings reflect:

   (a) the continued profitable growth of its real estate
       finance business franchise,

   (b) the strong and steady quality of its mortgage portfolio,

   (c) the stability stemming from its triple-net lease
       business,

   (d) the active management of its investments, and

   (e) the reduction of single-asset concentrations in its
       mortgage portfolio.

The confirmation of TriNet's senior unsecured ratings at Ba1
reflect its stand-alone credit profile, and the lack of formal
support from iStar.

iStar Financial is a real estate finance company that provides
highly structured financial services and products to high-end
private and corporate owners of real estate.  Its business plan is
predicated on its ability to offer complex financing solutions to
clients, including:

   * "outside-of-the-box" structured mortgages,
   * mezzanine financing,
   * corporate financing and
   * net lease financing.

As of June 30, 2004, iStar's five main business lines consisted
of:

   (a) structured finance (28% of assets);
   (b) portfolio finance (12% of assets);
   (c) corporate finance (11% of assets);
   (d) loan acquisitions (7% of assets); and
   (e) corporate tenant leasing (42% of assets).

The firm's loan portfolio has become more diverse, with fewer
large mortgages dominating the portfolio -- a credit positive.
However, this loan portfolio will continue to have large
individual exposures, which attenuates the firm's liquidity,
limits the firm's leverageability, and contributes to a
sensitivity to potentially sharp asset quality swings.

Moody's ratings reflect iStar's success in unencumbering assets.
In specific, iStar has issued over $1.5 billion of unsecured debt
since December 2003, reducing its secured debt to gross asset
ratio to 27% (as of mid-2004) from 41% (YE03).  In addition, the
ratings reflect iStar's experienced management team, along with
its ability to successfully formulate, underwrite and monitor
highly structured transactions.  Other credit positives include:

   * asset diversification by geography and tenant,
   * the variety of products offered, and
   * the firm's disciplined asset management and servicing
     systems.

iStar has adequate liquidity, with approximately $1.7 billion
available under its $2.8 billion in lines of credit, and adequate
asset-liability match funding, although debt maturity laddering
has some chunkiness to it.  Moody's notes that significant
industry concentrations exist in its unencumbered triple-net lease
asset pool, but anticipates that this concentration will decrease,
and that the unencumbered asset base will more closely mirror
iStar's total portfolio as iStar continues to unencumber assets.  
Moody's expects that iStar will continue to raise its leverage
levels modestly as it progresses in unencumbering and diversifying
its assets and building its franchise.

According to Moody's, factors likely to result in upward rating
movement would include continued progress towards an unsecured
debt strategy while maintaining its existing leverage level.

Other factors would include:

   * continued enhancement of its franchise and profitable
     growth,
   * material reductions in concentrations within its
     unencumbered asset base and its overall portfolio, and
   * a more laddered debt maturity schedule.

Material increases in riskier asset classes, such as mezzanine
loans and corporate/partnership loans, while continuing to
increase its leverage, as well as any leveraged transactions,
would result in negative ratings pressure, as would a sharp rise
in nonperforming assets.

The following ratings were upgraded:

iStar Financial Inc.

   -- Senior unsecured debt to Baa3, from Ba1;
   -- preferred stock to Ba2, from Ba3;
   -- senior debt shelf to (P)Baa3, from (P)Ba1;
   -- subordinated debt shelf to (P)Ba1, from (P)Ba2;
   -- preferred stock shelf to (P)Ba2, from (P)Ba3.

The following ratings were confirmed:

TriNet Corporate Realty Trust, Inc.

   -- Senior unsecured debt at Ba1.

iStar Financial Inc. [NYSE: SFI], a property finance company that
is taxed as a real estate investment trust (REIT), provides
structured mortgage, mezzanine and corporate net lease financing.  
iStar Financial is headquartered in New York City, and had assets
of $7.6 billion and equity of $2.5 billion as of June 30, 2004.


JACUZZI BRANDS: Eljer Subsidiary to Close Mississippi Plant
-----------------------------------------------------------
Jacuzzi Brands, Inc. (NYSE: JJZ) decided on September 30, 2004, to
close the Tupelo, Mississippi, sanitary ware plant, operated by
the Company's Eljer subsidiary.  As a result of this decision, the
Company will record asset impairment, pension curtailment and
other related charges totaling $6.2 million after tax in its
fiscal 2004 fourth quarter operating results.

The decision to close the Tupelo plant was part of the Company's
ongoing initiatives to improve the operating performance of its
Bath Products business segment. Despite cost reductions and
improved productivity at Tupelo, the cost to manufacture products
at this facility is still significantly higher than sourcing those
products from suppliers. As a result, and despite its commitment
to this market segment, the Company determined that continued
manufacturing in Tupelo was not economically feasible. Once this
determination was reviewed and approved by the United Steelworkers
Union, representing the majority of the 255 employees at the
Tupelo plant, the decision to close the facility was finalized.
During its 2005 fiscal year, Jacuzzi Brands will record additional
exit costs of approximately $4.4 million before taxes, primarily
attributable to severance and related shut down costs. The Company
expects that the closing of the Tupelo plant will require net cash
outlays of approximately $6.2 million to be incurred primarily
over the fiscal year ended September 2005. Eljer expects the
closing of the plant to be completed by June 30, 2005. Management
does not expect any customer service disruptions.

The closure of Tupelo follows the previously announced and
completed closing of Eljer's Salem, Ohio, cast iron foundry and
the previously announced and in process downsizing of its Ford
City, Pennsylvania, ceramics plant. These actions, along with the
exit of unprofitable product lines in Eljer will result in a
smaller, more profitable business unit.

Additionally, Carl Nicolia, formerly a business unit manager in
Jacuzzi Brands' Zurn subsidiary, has been appointed Chief
Operating Officer of Eljer with the mandate to complete the
restructuring and improve profitability.

In fiscal 2004, which ended on October 2, 2004, Eljer's sales
declined by 12% reflecting the ongoing restructuring initiatives.
"As discussed in previous statements, it has been our intention to
complete the restructuring of Eljer by the end of fiscal 2005.
With this announcement, we are moving closer to realizing that
goal," stated Don Devine, Jacuzzi Brands' President and Chief
Operating Officer.

Full year earnings per share guidance, excluding restructuring
charges, is unchanged at $0.53 per share to $0.55 per share.
Fiscal 2004 restructuring charges are expected to total $0.18 per
share. Including those charges, full year earnings per share are
now expected to be between $0.35 per share to $0.37 per share.

                   About Jacuzzi Brands, Inc.

Jacuzzi Brands, Inc., through its subsidiaries, is a global
manufacturer and distributor of branded bath and plumbing products
for the residential, commercial and institutional markets. These
include whirlpool baths, spas, showers, sanitary ware and
bathtubs, as well as professional grade drainage, water control,
commercial faucets and other plumbing products. We also
manufacture premium vacuum cleaner systems. Our products are
marketed under our portfolio of brand names, including JACUZZIr,
SUNDANCE, ELJER, ZURN, ASTRACAST and RAINBOW. Learn more at
http://www.jacuzzibrands.com/

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 6, 2004,
Fitch Ratings has affirmed its ratings on Jacuzzi Brands, Inc.'s
$380 million 9.625% senior secured notes at 'B', $200 million
asset based bank credit facility at 'BB' and $65 million term loan
at 'BB-'. The Rating Outlook is Stable.

The ratings consider the company's leading brands in its bath and
plumbing segments, increased distribution of its bath products and
strong operating margins of its plumbing and Rexair segments. The
ratings also consider the high cost structure of the Eljer
operations, the level of debt and leverage, the challenging
operating environment and negative pressures on operating profit
margins, particularly in the bath and plumbing segments, and
sensitivity to changes in levels of consumer spending and
construction activity.

Jacuzzi Brands is focused on strengthening its three operating
segments, bath products, plumbing products and Rexair, through
brand investment, elimination of high cost manufacturing and
unprofitable product lines and other cost cutting efforts.
Revenues have benefited from increased distribution of bath
products as well as market share gains in plumbing products. Most
significantly, during 2003, Jacuzzi Brands became the principal
supplier of stocked whirlpool bath products to Lowe's Companies,
Inc. As a result of the Lowes business, increased market share in
domestic spas and additional home center business in the UK, bath
products segment revenues have increased substantially, up 21% for
the first half of 2004, following revenue declines in 2000 and
2001 when the company lost inventory positions in whirlpool baths
and spas at the large home improvement retailers.

Nonetheless, operating margins across all segments have been
challenged for several reasons. Bath segment margins in fiscal
2003 were negatively impacted by costs related to the Lowe's
distribution rollout, Chino plant start-up and Southern California
workers compensation. In the first half of 2004, manufacturing
costs for the Eljer brand of bath products remained high given its
U.S. base, however, Fitch recognizes the company's ongoing actions
to rationalize these operations. In addition, Plumbing products'
margins have been pressured by rising steel prices and highly
competitive markets in the commercial construction market and
Rexair operating margins have declined given increased costs
associated with the introduction of its new vacuum cleaner model
during the first half of fiscal 2004.

Fitch anticipates that Jacuzzi Brands' revenues will further
increase as the Lowe's distribution agreement is annualized and as
the company continues to introduce new products. Operating
profits should benefit from cost reductions obtained through the
company's restructuring efforts to rationalize manufacturing
facilities and unprofitable product lines as well as lower rollout
costs as the Lowe's whirlpool bath and Rexair vacuum product
launches have been completed.

As a result of increased operating profits together with debt
reduction from cash flow generation, credit measures are expected
to strengthen over the intermediate term. For the twelve months
ended March 31, 2004, leverage, measured by total debt-to-EBITDA
was 4.2 times (x) and EBITDA coverage of interest was 2.1x, this
was an improvement from 6.2x and 1.7x respectively in fiscal 2002.


KAISER ALUMINUM: Wants to Extend Removal Period Until Jan. 10
-------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware to
further extend their deadline to remove pending actions pursuant
to Section 1452 of the Judiciary Procedures Code and Rule 9027 of
the Federal Rules of Bankruptcy Procedure, to the later of:

   (a) January 10, 2005; or

   (b) 30 days after the entry of an order terminating the
       automatic stay with respect to a particular action
       sought to be removed.

Kimberly Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, explains that due to several factors,
including the number of Actions involved and its complex nature,
the Debtors have not yet determined which of the Actions should be
removed and, if appropriate, transferred to the U.S. District
Court for the District of Delaware.  An extension will protect the
Debtors' valuable right economically to adjudicate lawsuits if the
circumstances warrant removal.

Absent an extension of the Removal Deadline, Ms. Newmarch explains
that the potential consolidation of the Debtors' affairs into one
court may be frustrated, and the Debtors may be forced to address
the claims and proceedings in a piecemeal fashion to the detriment
of their creditors.  Ms. Newmarch assures the Court that the
affected plaintiffs will not be prejudiced with the proposed
extension because the plaintiffs may not prosecute the Actions
absent the lifting of the automatic stay.

Judge Fitzgerald will convene a hearing on October 25, 2004, at
1:30 p.m. to consider the Debtors' request.  By application of
Del.Bankr.LR 9006-2, the Removal Period is automatically extended
through the conclusion of that hearing.

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, represent the Debtors in their restructuring efforts.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 50;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


KIEL BROS.: Bank Lender Balks at Exclusive Period Extension
-----------------------------------------------------------
Kiel Bros. Oil Co. asked the U.S. Bankruptcy Court for the
Southern District of Indiana for an extension of its exclusive
period during which to file a chapter 11 plan through Jan. 13,
2004.  National City Bank of Indiana, the Debtor's prepetition
secured lender and DIP financier, tells Judge Lorch that's too
long.  National City says an extension until mid-December is more
reasonable.

As previously reported in the Troubled Company Reporter, Kiel held
an auction on Sept. 20 and received many bids for its 210
convenience store and wholesale fuel supply business.  National
City supports the Debtors efforts to close the multiple
transactions that emerged from that auction.  National City
understands that Kiel Bros. is also trying to sell the entire
business in one transaction.  National City doesn't support that
plan because it'll take too much time and the Debtor is unlikely
to have enough cash available to finance operations through the
closing of a larger transaction.  

Headquartered in Columbus, Indiana, Kiel Bros. Oil Company, Inc.,
operates a chain of Tobacco Road convenience stores and has a
wholesale fuel supply business. The Company filed for chapter 11
protection on June 15, 2004 together with its affiliate KP Oil,
Inc. (Bankr. S.D. Ind. Case No. 04-92128).  Jay Jaffe, Esq., at
Baker & Daniels represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated debts and assets of more than $10
million.


MAXIM CRANE: Has Until Jan. 31 to Make Lease-Related Decisions
--------------------------------------------------------------          
The Honorable M. Bruce McCullough of the U.S. Bankruptcy Court for
the Western District of Pennsylvania extended, until January 31,
2005, the period within which Maxim Crane Works, LLC, and its
debtor-affiliates can elect to assume, assume and assign, or
reject their unexpired nonresidential real property leases.

The Debtors tell the Court that they are parties to 79 unexpired
leases.  The Debtors are still analyzing the terms and conditions
of each of the unexpired leases, so they have not yet determined
which leases are burdensome and which are valuable to their
reorganization process.

The Debtors assure Judge McCullough that they are current on all
postpetition lease obligations as required by Section 365(d)(3) of
the Bankruptcy Code.

Maxim Crane Works, LLC, and its debtor-affiliates, filed for
chapter 11 protection on June 14, 2004 (Bankr. W.D. Pa. Case No.
04-27861).  David L. Eaton, Esq., at Kirkland & Ellis, and Douglas  
Anthony Campbell, Esq., at Campbell & Levine, LLC, represent the  
Debtors in their restructuring efforts.  When the Debtors filed  
for protection from their creditors, they estimated debts and
assets of more than $100 million.


NATIONAL CENTURY: Five Appellants Want R. 2004 Orders Reviewed
--------------------------------------------------------------
Five entities filed notices of appeal to the Clerk of the United
States Bankruptcy Court for the Southern District of Ohio, Eastern
Division:

    (1) Bank One, N.A.,
    (2) Credit Suisse First Boston, LLC,
    (3) Deloitte & Touche, LLP,
    (4) JPMorgan Chase Bank, and
    (5) PricewaterhouseCoopers, LLP.

Bank One, et al., want the District Court to review Judge
Calhoun's orders denying their requests to quash or modify the
subpoenas issued by National Century Financial Enterprises, Inc.,
and its debtor-affiliates and the Unencumbered Assets Trust
pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure.

The appeals focus on whether the Bankruptcy Court erred by:

    (a) denying the requests to quash or modify the deposition
        subpoena served on Bank One, et al., because:

        -- the Deposition Subpoena, which purports to be issued
           pursuant to Rule 30(b)(6), is impermissibly broad and
           burdensome;

        -- the Trust has no need to obtain the broad discovery
           sought by the Deposition Subpoena at the present time
           because Bank One, et al., have agreed to toll any
           claims against them, thereby allowing discovery
           properly to be coordinated with the MDL proceeding;

        -- the Deposition Subpoena completely and needlessly
           undermines the legislatively mandated stay of discovery
           under the Private Securities Litigation Reform Act of
           1995 and similar state statues in the MDL proceeding
           pending before the Bankruptcy Court; and

        -- the Trust has no basis to pursue the broad discovery
           sought by the Deposition Subpoena because any claims
           that are likely to be brought by the Trust would be
           barred as a matter of law; and

    (b) failing to require the Trust to justify the need for a
        Rule 30(b)(6) deposition covering the broad topics set
        forth in the Deposition Subpoena or narrow those topics to
        prevent undue burden on Bank One, et al.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB  
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets.  The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. D. Ohio Case No. 02-65235).  The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on
April 16, 2004.  Paul E. Harner, Esq., at Jones Day, represents
the Debtors in their restructuring efforts.  (National Century
Bankruptcy News, Issue No. 47; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


NATIONAL WATERWORKS: S&P Cuts Low-B Credit & Debt Ratings Again
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings on Waco, Texas-based National
Waterworks Inc. to 'B+' from 'BB-'.  At the same time, Standard &
Poor's lowered its subordinated debt rating on National Waterworks
to 'B-' from 'B'.  The outlook is negative.

"The rating actions reflect financial policies more aggressive
than Standard & Poor's had previously expected," said Standard &
Poor's credit analyst Joel Levington.  The company recently
announced its intention to issue $250 million of unrated senior
unsecured notes at a newly created holding company, mainly for the
purpose of providing its equity sponsor a dividend.  As a result,
pro forma total debt to EBITDA will initially spike to 5.8x, from
3.9x.

"Furthermore, while debt leverage may decline for a short period
of time following a dividend distribution, Standard & Poor's
expects that shareholders' very aggressive financial policies will
constrain credit quality," the analyst noted.

The ratings reflect National Waterworks' highly leveraged
financial profile and its very aggressive financial policies,
somewhat tempered by an about average business risk profile.

National Waterworks is one of the leading distributors of water
and wastewater products in the U.S.  The market is characterized
as fragmented and mature.  Demand is relatively stable, as a
healthy percentage of sales are tied to both rehabilitation and
retrofit construction, as well as municipal construction projects
that are publicly funded.  Nonetheless, the industry does face
moderate elements of cyclicality, because new housing
construction can fluctuate with interest rates and regional
economic health.

Failure to reduce debt leverage towards the 5x area in the next
12-18 months could lead to a ratings downgrade.


NORTHWESTERN CORP: Delaware Court Okays Class Action Settlement
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved an
agreement that settles and dismisses all claims associated with
consolidated securities class action lawsuits and derivative cases
of NorthWestern Corporation.

As previously announced, NorthWestern entered into a settlement
agreement with parties involved in certain pending class action
and derivative lawsuits involving the Company, its subsidiaries
and certain present and former officers and directors.  Under the
terms of the settlement, all claims against the Company, its
subsidiaries and other parties will be dismissed without admission
of liability or wrongdoing.  The agreement establishes a
settlement fund for class members in the amount of $41 million of
which approximately $37 million will be contributed by the
Company's insurance carriers and $4 million would be contributed
from other persons or parties.

The settlement is subject to approval by the U.S. District Court
for the District of South Dakota, where the consolidated class
action lawsuits and derivative cases are pending.  The fees and
expenses of class counsel and administration costs will be paid
from the settlement fund.  Assuming receipt of the final judicial
approval, plaintiffs lawyers in these lawsuits will be sending a
notice to all class members containing a more complete description
of the proposed settlement and the steps class members must take
in order to share in the proposed settlement will be mailed to
class members.

Headquartered in Sioux Falls, South Dakota, NorthWestern
Corporation (Pink Sheets: NTHWQ) -- http://www.northwestern.com/
-- provides electricity and natural gas in the Upper Midwest and
Northwest, serving approximately 608,000 customers in Montana,
South Dakota and Nebraska.  The Debtors filed for chapter 11
protection on September 14, 2003 (Bankr. Del. Case No. 03-12872).
Scott D. Cousins, Esq., Victoria Watson Counihan, Esq., and
William E. Chipman, Jr., Esq., at Greenberg Traurig, LLP, and
Jesse H. Austin, III, Esq., and Karol K. Denniston, Esq., at Paul,
Hastings, Janofsky & Walker, LLP, represent the Debtors in their
restructuring efforts.  On the Petition Date, the Debtors reported
$2,624,886,000 in assets and liabilities totaling $2,758,578,000.


ORION TELECOM: Wants Plan Proposal Period Stretched to Dec. 29
--------------------------------------------------------------
Orion Telecommunications Corporation asks the U.S. Bankruptcy
Court for the Southern District of New York an extension of its
exclusive periods afforded by 11 U.S.C. Sec. 1121.  Orion asks
Judge Bernstein to extend its exclusive period during which to
propose and file a plan through Dec. 29, 2004, and asks the court
for a concomitant extension of its exclusive period during which
to solicit acceptances of that plan from creditors through Feb.
28, 2005.   

Orion tells the Court that it is considering a sale or merger
transaction and has formal offers in hand.  One of those offers is
from the company's founder, who wants to continue the business
under the name Cetus Telecommunications.   

Judge Bernstein will consider the Debtor's request at a hearing on
Oct. 14, 2004, in Manhattan.   

Headquartered in New York, New York, Orion Telecommunications  
Corp. -- http://www.oriontelecommunications.com/-- is a market-  
leading manufacturer and distributor of telecommunication  
services. The company filed for chapter 11 protection on April 1,  
2004 (Bankr. S.D.N.Y. Case No. 04-12203).  Frank A. Oswald, Esq.,
at Togut, Segal & Segal LLP represents the Debtor in its
restructuring efforts. When the Company filed for protection from
its creditors, it listed $16,347,957 in total assets and
$97,588,754 in total debts.


OWENS CORNING: Court Approves New Retention Plan for Sr. Managers
-----------------------------------------------------------------
Judge Fitzgerald authorizes Owens Corning and its debtor-
affiliates to implement a New Retention Program with respect to
Owens Corning's five senior managers in Tier 1:

    (1) David T. Brown, President and CEO,

    (2) Michael H. Thaman, Chairman and CFO,

    (3) David L. Johns, Chief Supply Chain & IT,

    (4) George E. Kiemle, President -- ISB, and

    (5) Charles E. Dana, Controller & Global Sourcing.

Bloomberg News reports that the top executives will receive
$2.3 million in bonuses.  A description of the bonuses was filed
under seal.

As previously reported, Judge Fitzgerald authorized the Debtors to
implement the New Retention Program for Tier 2, 3 and 4
Participants.  Any payment to which an employee is entitled under
the Retention Program will be deemed an allowed administrative
expense of the Debtors' estates.

The Court also ruled that the Debtors may adopt employee retention
plans during the pendency of their bankruptcy cases even without
the Court's approval.  However, the Debtors are required to advise
the counsel to the Official Committee of Unsecured Creditors, the
Official Committee of Asbestos Claimants and the Legal
Representative for Future Asbestos Claimants of their annual
proposed employee retention plan and the criteria as soon as
possible after December 1 in any given year, but under no
circumstances later than December 15.

In the event the Committees and the Futures Representative do not
consent to the Debtors' proposed employee retention plan,
objections must be received within 30 days after receipt of the
proposed retention plan.

Headquartered in Toledo, Ohio, Owens Corning --  
http://www.owenscorning.com/-- manufactures fiberglass  
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At
June 30, 2004, the Company's balance sheet shows $7.3 billion in
assets and a $4.3 billion stockholders' deficit.  (Owens Corning
Bankruptcy News, Issue No. 83 Bankruptcy Creditors' Service, Inc.,
215/945-7000)


OXFORD AUTOMOTIVE: Obtains New $100 Million Senior Credit Facility
------------------------------------------------------------------
Oxford Automotive, Inc., a Tier 1 supplier of stampings and welded
assemblies, consummated a transaction with certain members of an
ad hoc committee of holders of its 12% senior notes due 2010 to
refinance its existing senior credit facility and to provide
Oxford with additional operating funds.

The new facility consists of initial and deferred term loans of up
to $100 million in the aggregate. Approximately $47 million was
used to pay off Oxford's prior secured credit facility, including
applicable fees and expenses. The remaining amount, less fees and
expenses related to the refinancing, is available to fund
operations. The facility is subject to various conditions,
including Oxford's continuing compliance with an agreed upon
financial budget.

"This new capital addresses short-term liquidity issues and helps
with our longer-term strategic efforts to optimize Oxford's
value," said David Treadwell, CEO of Oxford. "We will continue
working with the ad hoc committee and our lenders on these
strategic initiatives."

As previously announced, all noteholders were given the
opportunity to participate in the facility on a pro-rata basis. In
connection with the financing, Oxford solicited the consent of its
noteholders for certain amendments to the indenture governing the
senior notes, and temporary waivers of certain existing defaults
under other indenture provisions. Oxford obtained such consents
from holders of over 75% of the outstanding principal amount of
senior notes. As previously disclosed, Oxford does not expect to
pay the scheduled October 15, 2004 interest payment on its senior
notes.
                          About Oxford
   
Oxford, with headquarters in Troy, Mich., is a leading Tier 1
supplier of specialized metal-formed systems, modules, assemblies,
components and related services for the automotive industry.
Oxford's primary products include structural modules and systems,
exposed closure panels, suspension systems and vehicle opening
systems, many of which are critical to the structural integrity
and design of the vehicle. For more information,
http://www.oxauto.com/

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 7, 2004,
Standard & Poor's Ratings Services withdrew its corporate credit
and senior secured debt ratings on Oxford Automotive, Inc. The
ratings had been placed on CreditWatch with negative implications
on early August.

As reported in the Troubled Company Reporter on August 12, 2004,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Troy, Michigan-based Oxford Automotive Inc. to 'CCC-'
from 'B-'. In addition, Standard & Poor's lowered its rating on
the company's second-lien senior secured debt to 'C' from 'CCC'.
Ratings remain on CreditWatch with negative implications, where
they were placed on Feb. 23, 2004.

Oxford had balance sheet debt of $288 million at Dec. 31, 2003,
the latest reported date. Financial sponsor MatlinPatterson owns
privately held Oxford.

"The downgrade reflects our ongoing concerns over Oxford's
liquidity," said Standard & Poor's credit analyst Nancy Messer.

As previously indicated, Oxford's liquidity is very constrained
while the company prepares for the December 2004 launch of the
Mercedes M-class program at its new McCalla, Ala. facility.

Troy, Michigan-based Oxford, a supplier of specialized metal-
formed systems, modules, and assemblies to the automotive
industry, had $288 million of total balance sheet debt at Dec. 31,
2003.

"The rating actions reflect Standard & Poor's belief that the
available financial information on Oxford is insufficient to
support a current ratings opinion," said Standard & Poor's credit
analyst Nancy C. Messer.

Oxford has not yet filed financial statements for fiscal 2004,
ended March 31, 2004, or the first quarter of fiscal 2005, ended
June 30, 2004, and there is no clear indication as to when that
information will be disclosed.


OZARK AIR: Negotiating to Sell Its FAA Operating Certificate
------------------------------------------------------------
Since Ozark Air Lines, Inc. d/b/a Great Plains Airlines filed for
chapter 11 protection, the carrier's been exploring the prospects
for obtaining financial backing to resume operations either as
a regional airline or as a charter service.  Alternatively,
Sidney K. Swinson, Esq., at Gable & Gotwals, tells the U.S.
Bankruptcy Court for the Northern District of Oklahoma, Ozark is
marketing for sale its 121 Operating Certificate, issued by the
Federal Aviation Administration, and related manuals.  The Debtor
tells the Court these assets "may have considerable value."

Ozark reports that it has communicated with, and in some instances
has met with, several investors about either participating with
Ozark in a business venture or purchasing the Certificate
outright.  Presently, Ozark relates, two potential purchasers of
the Certificate are in contact with Ozark and sale terms are being
negotiated with one of the two potential purchasers.  Ozark
cautions that it's impossible to know at this time whether those
negotiations will result in a definitive sale agreement.

                       Planes Repossessed

Prior to filing for bankruptcy protection, Ozark operated Great
Plains Airlines, a regional airline that provided scheduled
airline service from its hub in Tulsa, Oklahoma.  Following
chapter 11 filing, Ozark provided charter service for area
basketball teams, but ceased doing so on or about February 19,
2004, when the Court ordered it to return its aircraft to lessors
Wings Aircraft, Inc. and debis AirFrance USA, Inc.

                     A Plan's Still Possible

Ozark has remained a debtor in possession under chapter 11 in its
effort to resume airline service or, alternatively, to sell the
Certificate to a third party, either of which could be implemented
only through a chapter 11 Plan or Reorganization or Liquidation.  

Although the Certificate is an asset of Ozark, and therefore the
bankruptcy estate, Mr. Swinson explains, obtaining value for the
Certificate for the benefit of Ozark would have to be accomplished
through a sale by the carrier's parent company, Great Plains
Airline Holding Co., of its equity interest in Ozark.  Because of
Ozark's ownership interest in the Certificate (which represents
the asset of interest to the purchaser), a Liquidation Plan would
propose that some or all of the sales proceeds be used to pay
creditors of Ozark rather than the parent company.  

                      $400,000 Target Price

Paul R. Thomas, Esq., representing the United States Trustee,
understands, based on independent discussions with several
individuals who work within the airline industry and under the
proper circumstances, the 121 Operating Certificate could fetch
$400,000. Mr. Thomas notes that aircraft and aircraft-related
parts were scheduled by the Debtor as having a value of $1,964,00
in its Schedules of Assets and Liabilities filed with the Court.

                       Computer Problems

Ozark has virtually no cash and its computer server -- which is
presently operational -- was down for a period of time.  
Consequently, Ozark has been unable to fund the expense of or to
obtain the information needed for the preparation of its June,
July and August 2004 monthly operating reports.  Those reports
should, however, not be difficult to prepare because of the
minimal transactions involving Ozark since May 31, 2004.  Ozark
will endeavor to prepare and file the requisite monthly operating
reports in the month of October.  Mr. Swinson tells the Court that
the Office of the United States Trustee has been in regular
contact with him inquiring about the status of the monthly
operating reports and the development of Ozark's business plan.
Ozark has attempted to keep the United States Trustee's office
informed about developments in the case, particularly about the
need for keeping the case pending under chapter 11 in the event a
business venture or sale opportunity materializes.  Ozark believes
and understands that the United States Trustee concurs, that it
would be in the best interests of this bankruptcy estate if Ozark
obtains value for the Certificate.

Mr. Thomas suggests that the U.S. Trustee understands the computer
problem and reporting delay.  The U.S. Trustee advises that the
Debtor is, however, delinquent in the payment of statutory
quarterly fees totaling $4,250 at this time.  

                    The Chapter 7 Alternative

Ozark acknowledges that in the event an acceptable offer is not
received in the near future for the sale of the Certificate this
case may be converted to a case under chapter 7 of the Bankruptcy
Code so that a bankruptcy trustee can complete the administration
of this bankruptcy estate by:

     (a) liquidating the airplane parts and tools in the
         possession of Oklahoma Regional Jet Center, Inc.;

     (b) prosecuting whatever claim the estate has against ORJC
         related to the parts and tooling;

     (c) collecting any amounts due Ozark by others; and

     (d) prosecuting avoidance claims against third parties.

Mr. Thomas relates that the United States Trustee has not, to this
point, sought either the appointment of a chapter 11 trustee or
the conversion of the case to a case under chapter 7 primarily in
an effort to allow the Debtor the opportunity to maximize value
for the creditors.  "This explanation is not offered as an excuse
for what may be perceived as inaction," Mr. Thomas says, "but to
provide the Court and other parties-in-interest with the
perspective of the United States Trustee."

"It may well be time to rethink this perspective," Mr. Thomas
says.

                      No Creditors' Committee

Mr. Thomas relates that in early February, the United States
Trustee solicited the unsecured creditors in hopes of forming an
official unsecured creditors' committee. Only one creditor
responded affirmatively. The United States Trustee solicited for
the formation of a committee at the Meeting of Creditors, which
was conducted on March 3, 2004, but insufficient interest was
shown. As a result, "and somewhat surprisingly," Mr. Thomas says,
there is no official unsecured creditors' committee in Ozark's
case.

                       About the Company

Headquartered in Tulsa, Oklahoma, Ozark Air Lines, Inc. --
http://www.gpair.com/-- owns an air carrier that served Colorado  
Springs, Albuquerque, Tulsa, Oklahoma City and Nashville. The
Company filed for chapter 11 protection on January 23, 2004
(Bankr. N.D. Okla. Case No. 04-10361). Sidney K. Swinson, Esq.,
Jeffrey D. Hassell, Esq., and John D. Dale, Esq., at Gable &
Gotwals represent the Debtor in its restructuring efforts. When
the Company filed for protection from its creditors, it listed
estimated debts and assets of more than $10 million.


PARMALAT: Farmland Wants Court Nod on Washington Settlement Pact
----------------------------------------------------------------
Farmland Dairies, LLC, asks Judge Drain of the United States
Bankruptcy Court for the Southern District of New York to approve
its settlement with the Washington Township Municipal Utilities
Authority in New Jersey.

The Municipal Utilities Authority alleged that Parmalat U.S.A.
Corporation and its debtor-affiliates, without permission or
notice, connected points of non-domestic discharge to the
Municipal Utilities Authority's sewerage system on Farmland's non-
operating property in Long Valley, in New Jersey.  "A Resolution
Authorizing Course of Action in Response to Illegal Connection to
Sewerage System" dated December 3, 2003, and additional
prepetition correspondence from the Municipal Utilities Authority
reference New Jersey statutes that authorize the imposition of a
range of various service charges, connection fees, legal,
engineering and response costs, fines and penalties relating to
the Connection.

The Correspondence alleges Claims ranging from:

     -- $106,250 to $3,000,000 in sewer user and sewer connection
        fees; and

     -- $2,470,000 to $62,500,000 for fines and penalties.

By letter dated June 25, 2004, to the Washington Township Tax
Office, the Municipal Utilities Authority referenced a "Lien for
sewer fees" on the Long Valley Property.  On August 12, 2004, the
Municipal Utilities Authority filed a priority unsecured claim in
Parmalat USA Corporation's Chapter 11 case.  The Municipal
Utilities Authority later amended the claim to assert a lien on
the Long Valley Property and a secured claim in Farmland's case.

Farmland notified the Municipal Utilities Authority that Farmland
intended to sell the Long Valley Property to Jade Land Co., LLC.  
Farmland denied the existence of any lien, claim, or encumbrance
relating to the Long Valley Property.

The Municipal Utilities Authority objected to the sale of the
Long Valley Property.  The Municipal Utilities Authority wants
its lien for $3,088,825 to attach to the proceeds of the sale.

Farmland disputes the existence of any lien asserted by the
Municipal Utilities Authority on the Long Valley Property and the
amount and priority of the Claims against the U.S. Debtors.
Farmland, however, wants to proceed with the closing of the sale,
and to have full use of and access to the net proceeds of the Sale
post-Closing.

After extensive, arm's-length negotiations, the parties agree to
resolve the Municipal Utilities Authority's Objection and all
claims the Municipal Utilities Authority asserts against the U.S.
Debtors relating to the Long Valley Property and arising prior to
the closing of the Sale.

Upon Closing, Farmland agrees to segregate $95,000 of the net
proceeds of the sale.  Farmland will use the Segregated Proceeds
to settle the Municipal Utilities Authority's claims.

After the Municipal Utilities Authority receives the Payment, all
of its claims relating to the Long Valley Property will be deemed
resolved and expunged.

The U.S. Debtors reserve all rights to defend against the
validity and amount of any claims asserted by the Municipal
Utilities Authority.  To the extent the Bankruptcy Court
determines that the Municipal Utilities Authority has a valid
security interest in the Long Valley Property, the Municipal
Utilities Authority will have a secured claim in the assets of
Farmland's estate equal in amount and priority to the secured
claim the Municipal Utilities Authority has in the Long Valley
Property but in no event greater than the amount of the net
proceeds of the Sale.  General Electric Capital Corporation, as
agent under the Debtors' DIP financing facility, reserves all
rights to contest the validity, priority, or extent of Municipal
Utilities Authority's lien.

Farmland believes that it would prevail in a litigation of the
merits of the validity, priority and amount of the Municipal
Utilities Authority's claims.  However, Farmland recognizes that
the outcome of all litigation is uncertain.  Failure to enter
into the Settlement would add the costs of the litigation to the
estate's administrative expenses.  The expenses could outstrip
any incremental savings achieved through the litigation.

Farmland consulted the Official Committee of Unsecured Creditors
and General Electric Capital Corporation prior to finalizing the
terms of the Settlement.  Both the Creditors Committee and GE
Capital support the Settlement.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion  
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese,  butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located  
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-
11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  On June 30, 2003, the Debtors listed
EUR2,001,818,912 in assets and EUR1,061,786,417 in debts.
(Parmalat Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


PATHMARK STORES: New Credit Pact Requires $135MM Annual EBITDA
--------------------------------------------------------------
As reported in the Troubled Company Reporter on Oct. 5, 2004,
Pathmark Stores, Inc. (Nasdaq: PTMK) entered into an amended and
restated $250 million senior secured credit facility dated as of
October 1, 2004, with:

     * FLEET RETAIL GROUP, INC., individually, as
       Administrative Agent and as Collateral Agent;

     * GMAC COMMERCIAL FINANCE LLC, individually, and as
       co-Documentation Agent;

     * GENERAL ELECTRIC CAPITAL CORPORATION, individually,
       and as co-Documentation Agent;

     * THE CIT GROUP/BUSINESS CREDIT, INC., Individually,
       and as Syndication Agent; and

     * WELLS FARGO FOOTHILL, LLC.

The term of the amended and restated facility will be five years
and will consist of a:

     * $180 million revolving Credit Facility and a

     * $70 million term loan.  

As of October 1, 2004, the Company had approximately $40.8 million
of borrowings outstanding under the Revolving Facility, not
including $60.2 million of outstanding letters of credit.  

The Credit Agreement amends and restates the Company's $600
million credit agreement dated September 19, 2000.  

                       Financial Covenants

Pathmark agrees to abide by three key financial covenants:

    * Cash Capital Expenditures.  Pathmark promises that it will
      not permit the aggregate amount of Cash Capital
      Expenditures in any Fiscal Year to exceed $110,000,000.  
      The Credit Agreement allows $20,000,000 to be carried from
      one year to the next, subject to an absolute $130,000,000
      cap in any Fiscal Year.

    * Minimum Inventory.  Pathmark promises that its Inventory
      levels will never fall below $150,000,000.

    * Minimum Consolidated EBITDA.  Pathmark covenants that
      Consolidated EBITDA for any four-fiscal-quarter period will
      be no less than $135,000,000.

"Consolidated EBITDA" for purposes of this test, means, for any
period:

     Consolidated Net Income for such period,

         plus, without duplication and to the extent deducted
               from revenues in determining Consolidated Net
               Income,

               the sum of:

               (a) the aggregate amount of Consolidated Interest
                   Expense for such period,

               (b) the aggregate amount of letter of credit fees
                   paid during such period,

               (c) provisions for taxes based on income for such
                   period,
        
               (d) all amounts attributable to depreciation and
                   amortization for such period,

               (e) other non-cash items (including charges for
                   inventory accounted for on a last in, first
                   out basis) reducing Consolidated Net Income
                   for such period and

               (f) all extraordinary charges during such period,
                   and

         minus, without duplication and to the extent increasing
                Consolidated Net Income for such period,

               (g) all extraordinary gains during such period,
     
               (h) net gains (howsoever classified) from the sale
                   of Real Property Assets in excess of
                   $10,000,000 during any four fiscal quarter
                   period, and

               (i) other non-cash items (other than pension
                   income related to the Borrower's qualified
                   pension plan, to the extent such pension
                   income constitutes a non-cash item) during
                   such period,

         all as determined on a consolidated basis with respect
         to Pathmark and its consolidated Subsidiaries in
         accordance with GAAP.

                 Subsidiary Guarantees & Liens

Certain subsidiaries of the Company have guaranteed the
obligations of the Company under the Credit Agreement and the
Credit Agreement is secured by a perfected first priority security
interest in substantially all of the Company's tangible and
intangible assets including intellectual property, real property
(including leasehold interests) and the capital stock of certain
of the Company's direct and indirect subsidiaries.

                        Interest Rate

Interest on borrowings under the Credit Agreement is payable, at
the Company's election at the time of a borrowing, at a rate based
on either (i) the London InterBank Offered Rate plus a premium
that can range from 150 basis points to 225 basis points depending
on the average remaining availability under
the Credit Agreement, or (ii) the greater of the prime rate or
federal funds rate plus a premium of 50 basis points. The Company
will also pay a quarterly commitment fee of 0.375% of the unused
portion of the Revolving Facility. In addition, the Company will
pay fees for each letter of credit issued under the Revolving
Facility.

                            Fees

Pathmark agrees to pay:

     * a Commitment Fee equal to $3,750 per year on every
       $1 million the grocer does NOT borrow from the lenders;

     * a Participation Fee to each Lender backing letters of
       credit; and

     * Administration Fees described in a non-public Fee Letter.

                   Non-Financial Covenants

The Credit Agreement contains covenants that, among other things,
restrict the ability of the Company and its subsidiaries, without
the approval of the lenders, to incur certain types of
indebtedness or liens, enter into new lines of business, engage in
certain mergers, consolidations, asset sales, sale/leaseback
transactions, capital expenditures, hedging transactions and
transactions with affiliates, and make certain payments,
investments, loans, advances and guarantees, subject in some cases
to certain thresholds, as defined in the Credit Agreement.

The Company is required to the use the net proceeds from certain
transactions, including certain asset sales, issuances of equity
securities and incurrences of indebtedness, to prepay amounts due
under the Revolving Facility.

                      Events of Default

The Credit Agreement contains various events of default, including
failure to pay principal and interest when due, breach of
covenants, bankruptcy or insolvency, default in payment of
principal of or interest on any other indebtedness in excess of
$10 million when due, the occurrence of specified ERISA events,
entry of enforceable judgments against the Company in excess of
$10 million not stayed, the assertion against the Company of
certain environmental liabilities in excess of $10 million and the
occurrence of a change of control, as defined in the Credit
Agreement. If an event of default occurs, all commitments under
the Credit Agreement may be terminated and all of the Company's
obligations under the Credit Agreement could be accelerated by the
lenders, causing all loans outstanding (including accrued interest
and fees payable thereunder) to be declared immediately due and
payable. In the case of bankruptcy or insolvency, acceleration of
the Company's obligations under the
Credit Agreement is automatic.

                         Moody's B3 Rating

As reported in the Troubled Company Reporter on Sept. 16, 2004,
Moody's Investors Service downgraded all ratings of Pathmark
Stores, Inc., including the Senior Subordinated Note (2012) issue
to B3, and assigned a stable outlook.  Moody's rating action
contemplated the refinancing transaction announced this month.  

                         About the Company

Pathmark Stores, Inc. is one of the nation's leading supermarket
retailers located in the densely populated New York, New Jersey
and Philadelphia corridor.  Currently operating 142 stores in four
states (New Jersey, New York, Pennsylvania and Delaware), Pathmark
supermarkets are large (average 53,000 sq. ft.) and productive
($738 per selling sq. ft.), relative to the market and national
average.  All existing facilities are situated within 100 miles of
Pathmark's corporate offices in Carteret, New Jersey.


PEMSTAR INC: Secures $90 Million Revolving Credit Line
------------------------------------------------------
PEMSTAR Inc. (Nasdaq:PMTR), a leading provider of global
engineering, product design, manufacturing and fulfillment
services to technology, industrial and medical companies, has
secured more favorable terms for its $90 million revolving line of
credit with its domestic lending group, which is led by Congress
Financial Corporation, a subsidiary of Wachovia Bank N.A. The new
terms, among other benefits, reduce the company's borrowing costs
and extend by one year the expiration of the borrowing agreement.

Al Berning, PEMSTAR's chairman, president and CEO, stated, "We
value the partnership we have with our banks and are very pleased
that Congress Financial and our other U.S. lenders have given the
company more financial flexibility."

Under terms of the new amendment, the interest rate spread has
been reduced by 75 basis points, which could potentially save
PEMSTAR approximately $300,000 in annual interest expense over the
prior agreement. The credit line commitment has been extended one
year to April 2007, and PEMSTAR has increased its borrowing
capacity under the line of credit.

                          About PEMSTAR

PEMSTAR Inc. -- http://www.pemstar.com/-- provides a  
comprehensive range of engineering, product design, manufacturing
and fulfillment services to customers on a global basis through
facilities strategically located in the United States, Mexico,
Asia, Europe and South America. The company's service offerings
support customers' needs from product development and design,
through manufacturing to worldwide distribution and aftermarket
support. PEMSTAR has over one million square feet in 16 locations
worldwide.

                          *     *     *

As reported in the Troubled Company Reporter yesterday, PEMSTAR
said it intends to reduce its Americas region workforce and
manufacturing capacity in order to enhance productivity and cut
costs.

PEMSTAR will take restructuring charges for the fiscal 2005 second
quarter ended September 30, 2004, of approximately $0.5 million.
The company plans to consolidate certain of its operations in the
Americas region. Specifically, PEMSTAR's three Midwest sites will
be integrated into one virtual operational entity with shared
general management and support services. PEMSTAR also will reduce
its San Jose development and manufacturing operations. These steps
will result in a workforce reduction of approximately 5 percent of
PEMSTAR's total domestic employee base.

Additionally, a total of 100,000 to 150,000 square feet of
manufacturing space, or 14 percent of capacity, will be eliminated
in the Americas during the next two fiscal quarters. As a result
of this capacity reduction, PEMSTAR plans to take total
restructuring charges in the range of $2 million to $4 million in
the December 2004 and March 2005 quarters.

When completed, management believes that the workforce and
capacity reductions combined will yield approximately $5 million
in annual savings.


PMA CAPITAL: Fitch Upgrades Sr. Debt Rating to 'B' From 'B-'
------------------------------------------------------------
Fitch Ratings has upgraded the senior debt and long-term issuer
rating of PMA Capital Corp. to 'B' from 'B-' with a Rating Watch
Positive.

Additionally, Fitch has upgraded the three active primary
insurance subsidiaries:

          -- Pennsylvania Manufacturers Association Insurance
             Company;

          -- Pennsylvania Manufacturers Indemnity Company;
             and

          -- Manufacturers Alliance Insurance Company,
             whose insurer financial strength --IFS -- ratings
             are now 'BB+' from 'BB', with a Rating Watch
             Positive.

Lastly, Fitch has upgraded the IFS rating of PMA Capital Insurance
Company's run-off reinsurance subsidiary to 'B-' from 'CC,' with a
Rating Watch Positive.  All Rating Outlooks are Stable.

PMA Capital Corp.'s favorable rating action reflects the increased
financial flexibility and debt service capabilities due to the
transfer of ownership of PMA Insurance Group from PMA Capital
Insurance directly to PMA Capital Corp. on
June 30, 2004.  This new ownership structure has already increased
cash for debt servicing needs at PMA Capital Corp. in September
when PMA Insurance Group upstreamed $12 million.

PMA Insurance Group can still dividend, without regulatory
approval, approximately another $11.2 million to the holding
company in 2004.

PMA Insurance Group's favorable rating action reflects its
improved market position following its new organizational
structure.  However, uncertainty still remains regarding whether
PMA Insurance Group can effectively write new business and improve
its operating franchise given its current competitive position.

PMA Capital Corp. announced an exchange offer to holders of its
$86.25 million of convertible debt due 2022.  Currently, holders
of these securities can put their bonds back to PMA Capital Corp.
in September 2006.  PMA Capital Corp. has the option to pay the
convertible debt-holders of this offering either in cash or common
stock.

If the entire amount were put to PMA Capital Corp. in 2006, it is
unlikely that the company would have sufficient cash to repay the
obligation without an extraordinary dividend from PMA Capital
Insurance.

Fitch notes that in the event of a put on the securities under the
current terms, if PMA Capital Corp. were to pay off the $86.25
million in convertible debt with stock, the company would have a
significantly stronger capital position due to a sharp reduction
in holding company obligations and growth in common equity.  
Paying the put obligations with common equity would also
significantly dilute the holdings of current shareholders.

As part of its run-off agreement with the Pennsylvania Department
of Insurance, PMA Capital Insurance is not allowed to pay
dividends in 2004 and 2005 and may pay an ordinary dividend or
return capital in 2006 only if risk-based capital -- RBC -- is
greater than 225% authorized control level RBC.

An extraordinary dividend in excess of 10% of PMA Capital
Insurance's prior year ending surplus would still require
regulatory approval, which creates some uncertainty regarding PMA
Capital Corp.'s ability to access these funds if needed.

Under the terms of the proposed exchange offer, the maturity date
for the convertible debt would remain at 2022, the interest rate
on the notes would increase to 7.5% from the current 4.25%, the
first put date would move to 2009 from 2006, and PMA Capital Corp.
would be required to use cash, not common stock, to repay the
securities when put.

The extension of the put date increases the probability that PMA  
Capital Corp. will be able to meet the principal requirements on
this obligation through future earnings and ordinary dividends
from subsidiaries.  Annual interest costs will increase by
approximately $2.8 million; however, PMA Capital Corp. can, at its
option, pay interest costs in common stock in lieu of cash on the
new debt offer.

PMA Capital Corp. will not have the flexibility to repay
securities put in 2009 with common stock if the holding company
does not have sufficient cash available for any reason.

Since being placed into run-off in November of 2003, PMA Capital
Insurance has commuted approximately $156 million of reserves. PMA
Capital Insurance has a $205 million adverse reserve development
cover to help protect its statutory capital in the event of
unexpected increases in prior year losses.  The company has $236
million in statutory surplus at June 30, 2004.

As of June 30, 2004, PMA Insurance Group had net premiums written
of $217 million, compared with $314 million for the same period in
the prior year and a GAAP combined ratio of 104.2%, compared with
a 101.6% prior year.

PMA Capital Insurance Company:

     -- Insurer financial strength upgraded to 'B'/Stable.

Manufacturers Alliance Insurance Co.:

     -- Insurer financial strength upgraded to 'BB+'/Stable.

Pennsylvania Manufacturers Association Insurance Co.:

     -- Insurer financial strength upgraded to 'BB+'/Stable.

Pennsylvania Manufacturers Indemnity Co.:

     -- Insurer financial strength upgraded to 'BB+'/Stable.

PMA Capital Corp.:

     -- Long-term issuer upgraded to 'B'/Stable;
     -- Senior debt upgraded to 'B'/Stable.


POTLATCH CORP: Board Okays Tender Offer for $250 Million in Debt
----------------------------------------------------------------
Potlatch Corporation's (NYSE:PCH) Board of Directors, after a
review of alternative uses of the cash proceeds from the sale of
its oriented strand board assets, has authorized a tender offer
for its $250 million in outstanding 10.00% Senior Subordinated
Notes due 2011. In addition, Potlatch expects to make a $58
million ($35 million after-tax) contribution to its pension
obligations, which is the maximum amount allowable in 2004.

"The Board believes that the further reduction of debt is a part
of Potlatch's continued focus to enhance stockholder value and
better position the Company for future growth," stated L.
Pendleton Siegel, Chairman and Chief Executive Officer.
"Additionally, the $58 million pre-tax pension contribution is
also a very good cash investment, which indicates our commitment
to maintain the well-funded status of our employee pension funds,"
said Siegel.

In addition to the authorization of the tender offer, Potlatch's
board of directors announced that following successful completion
of the tender offer, it intends to consider authorizing an
aggregate expenditure of up to $150 million for a special cash
dividend and a common stock repurchase program.

This press release is neither an offer to purchase nor a
solicitation of an offer to sell the Notes. A separate press
release, also dated October 6, 2004, describes in more detail the
tender offer for the Notes and a related consent solicitation to
eliminate certain restrictive covenants contained in the indenture
for the Notes.

                        About the Company

Potlatch Corporation is a mid-sized forest products company which
owns and operates about 1.5 million acres of timberland in Idaho,
Arkansas, and Minnesota. Its timberlands provide the majority of
raw materials for the company's wood products including strand
board, plywood, particleboard, and lumber. Potlatch also makes
coated printing paper, bleached kraft pulp, paperboard, and
tissues and is a leading producer of retail private-label and
store-brand paper products. The company is also developing a
22,000-acre hybrid poplar (fast growing trees) farm in Oregon.

                          *     *     *

On June 29, 2004, Potlatch Corporation entered into a new
unsecured bank credit facility with Bank of America, N.A., as
Administrative Agent, and several lenders party thereto, which
replaced a bank credit facility that expired by its terms on
June 28, 2004.

The new credit facility provides a revolving line of credit of up
to $125 million, including a $35 million subfacility for letters
of credit and a $10 million subfacility for swing line loans.
Usage under either or both subfacilities reduces availability
under the revolving line of credit. Although no borrowings have
been made under the new credit facility, the letter of credit
subfacility is being used to support several outstanding letters
of credit.

As of June 30, 2004, Standard & Poor's Ratings Services rated the
Company's senior unsecured debt at BB+, with a stable outlook, and
its senior secured bank loan rating at BBB-. The ratings have
remained unchanged since January 30, 2003. Since the first
quarter of 2003, Fitch, Inc., has rated its senior unsecured debt
at BB+ and its senior secured bank loan rating at BBB-. In March
2004, Fitch reaffirmed its ratings, but upgraded its outlook on
the company from negative to stable. Moody's Investors Service
Inc.'s rating of its debt is currently Baa3 with a negative
outlook.


POTLATCH CORP: Launches $250 Million Senior Sub. Debt Offering
--------------------------------------------------------------
Potlatch Corporation (NYSE:PCH) has commenced a tender offer for
its outstanding $250 million 10.00% Senior Subordinated Notes due
2011 (CUSIP 737628AM9).

Under the terms of the offer, Potlatch will purchase the
outstanding Notes at a purchase price of $1,163.75 per $1,000
principal amount. That price includes an amount equal to $20 per
$1,000 of the principal amount that Potlatch will pay only for
Notes tendered before a "consent payment deadline" which Potlatch
expects to be 5:00 p.m., New York City time, on October 20, 2004.
Potlatch will pay the purchase price plus accrued interest in same
day funds on the first business day after the consent payment
deadline, in the case of Notes tendered before the consent payment
deadline, and the first business day after the date on which the
offer expires, in the case of Notes tendered after the consent
payment deadline, or in either case as soon as practicable
thereafter.

In connection with the offer, Potlatch is also seeking consents to
various amendments to the Indenture under which the Notes were
issued. The purpose of the proposed amendments is to eliminate
certain restrictive covenants and other provisions contained in
the Indenture in order to give Potlatch additional financial and
operational flexibility in the future. The offer is conditioned
upon, among other things, the receipt of the requisite consents to
adopt these amendments.

The offer will expire at 5:00 p.m., New York City time, on
November 4, 2004, unless extended or earlier terminated.

Goldman, Sachs & Co. will act as Dealer Manager for the offer. The
Information Agent is Morrow & Co., Inc. and the Depositary is U.S.
Bank National Association.

This press release is neither an offer to purchase nor a
solicitation of an offer to sell the Notes. The offer is made only
by an Offer to Purchase and Consent Solicitation Statement dated
October 6, 2004. Persons with questions regarding the offer should
contact the Information Agent at 800-662-5200 or the Dealer
Manager at 800-828-3182 (toll free) or 212-357-3019 (collect).

                        About the Company

Potlatch Corporation is a mid-sized forest products company which
owns and operates about 1.5 million acres of timberland in Idaho,
Arkansas, and Minnesota. Its timberlands provide the majority of
raw materials for the company's wood products including strand
board, plywood, particleboard, and lumber. Potlatch also makes
coated printing paper, bleached kraft pulp, paperboard, and
tissues and is a leading producer of retail private-label and
store-brand paper products. The company is also developing a
22,000-acre hybrid poplar (fast growing trees) farm in Oregon.

                          *     *     *

On June 29, 2004, Potlatch Corporation entered into a new
unsecured bank credit facility with Bank of America, N.A., as
Administrative Agent, and several lenders party thereto, which
replaced a bank credit facility that expired by its terms on
June 28, 2004.

The new credit facility provides a revolving line of credit of up
to $125 million, including a $35 million subfacility for letters
of credit and a $10 million subfacility for swing line loans.
Usage under either or both subfacilities reduces availability
under the revolving line of credit. Although no borrowings have
been made under the new credit facility, the letter of credit
subfacility is being used to support several outstanding letters
of credit.

As of June 30, 2004, Standard & Poor's Ratings Services rated the
Company's senior unsecured debt at BB+, with a stable outlook, and
its senior secured bank loan rating at BBB-. The ratings have
remained unchanged since January 30, 2003. Since the first
quarter of 2003, Fitch, Inc., has rated its senior unsecured debt
at BB+ and its senior secured bank loan rating at BBB-. In March
2004, Fitch reaffirmed its ratings, but upgraded its outlook on
the company from negative to stable. Moody's Investors Service
Inc.'s rating of its debt is currently Baa3 with a negative
outlook.


RADNOR HOLDINGS: S&P Lowers Corp. Credit Rating to 'B-' From 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Radnor,
Pennsylvania-based Radnor Holdings Corporation.  The corporate
credit rating was lowered to 'B-' from 'B'.

All ratings remain on CreditWatch with negative implications,
where they were placed on November 20, 2003.  The CreditWatch
placement followed the company's debt-financed acquisition of
Polar Plastics Inc.  Total debt outstanding as of June 30, 2004,
was approximately $284 million.

"The downgrade reflects Radnor's inability to improve cash flow
generation during the current year following a series of price
increases in raw materials, which eroded the firm's liquidity and
necessitated a $10 million increase to the revolving credit
facility and relaxed financial covenants," said Standard & Poor's
credit analyst Franco DiMartino.

Significantly higher styrene monomer and polypropylene resin costs
during 2004 have hampered Radnor's ability to improve operating
profitability as anticipated.  The higher prices heighten concerns
regarding the company's liquidity during the latter half of the
year as the cost of these raw materials is expected to decline
only modestly.  However, Radnor has implemented several rounds of
price increases during 2004, which could help to restore margins.

The CreditWatch will be resolved following:

   -- a review of the third-quarter results, and

   -- an update on the status of the important production ramp-up
      for polypropylene cups, and

   -- a reassessment of Radnor's prospects to restore credit
      quality

Accordingly, the ratings could be lowered again:

   -- if liquidity deteriorates further, or

   -- if Radnor is unable to solidify its financial profile
      through an operating turnaround, or

   -- unsuccessful execution of its capital program, or

   -- no steps taken including the potential sale of non-core
      assets


RBS PARTICIPACOES: S&P Affirms 'B-' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services changed its outlook on the
ratings assigned to RBS Participacoes S.A. to stable from
negative.  At the same time, it affirmed its 'B-' local and
foreign currency corporate credit ratings on RBS.  The rating on
the company's MTNs due 2007 was also affirmed at 'B-'.

Brazil-based RBS Participacoes is part of the RBS Group (RBS),
which operates in television and radio broadcasting, newspaper
publishing, and other media businesses in the southern states of
the country.  Total gross debt for the combined RBS entities as of
August 2004 was $170 million.

"The change in outlook reflects our expectation that the group
will manage to sustain the positive operating results achieved in
past quarters, benefiting from stronger advertising spending in
Brazil and from cost savings it has been implementing since last
year," said Standard & Poor's credit analyst Milena Zaniboni.

Going forward, the group is expected to generate positive free
cash flow-though not enough to cover all maturities in the next
years-which, together with the completion of the Exchange Offer on
53% of the company's MTNs, have reduced refinancing risks in 2007.

The ratings on RBS Group reflect:

   * the Group's susceptibility to the volatile results of the
     media industry in Brazil,

   * its leveraged financial profile, and

   * still-insufficient free operating cash generation to cover
     debt amortization requirements.  

While the profile of the Group's bank debt and senior notes has
improved considerably since 2003, it is expected that RBS will
have to resort to its cash reserves to meet all amortizations
until 2006, and will still run some refinancing risk in 2007.  

These vulnerabilities are partially offset by:

   -- the group's dominant share of audience and advertising in
      its service area,

   -- good quality programming and the distribution of TV Globo's
      high-quality content,

   -- the sustained recovery of the Brazilian media industry at
      least during 2004 and 2005, and

   -- its track record of financial support from shareholders

With the completion of the $125 million MTN Exchange Offer, the
company also completed its plan to smooth debt maturities and
reduce refinancing risk.  The company was successful in exchanging
$66.8 million of the total issue for notes maturing in 2010, with
a $10 million cash down payment.

The new notes, issued by RBS - Zero Hora Editora Jornalistica S.A.
- the newspaper publishing division of the group, will have the
same coupon as the 2007 notes, and will be guaranteed by:

   -- TV Gaucha S.A.,
   -- RBS TV Florianopolis S.A., and
   -- Radio Gaucha S.A.

The successful outcome of the exchange offer was important to
reduce the company's vulnerability to the significant debt
maturity in 2007, and to enhance its financial flexibility.

The analysis is based on a combined view of RBS Group companies to
reflect the group's commitments and financial flexibility in a
more comprehensive way.  Financial information includes the
combined figures of all media entities (Media Companies, which
also includes the cash collection company RBS Administracao e
Cobrancas), RBS Participacoes, and offshore RBS Par Ltd. RBS
Administracao e Cobrancas is not part of the group of companies
that guarantee the notes.

The stable outlook indicates that Standard & Poor's expects RBS to
be able to sustain the operating profitability it has been posting
in past quarters, including positive free cash flow to cover part
of its debt maturities in the next years.  Nevertheless, earnings
volatility and some refinancing risk continue to constrain the
rating.  

If RBS is able to sustain current stronger results, represented by
FFO to debt at 15% and total debt to EBITDA lower than 4x in the
next two to three quarters, the outlook in the ratings could be
changed to positive.  The upgrade to 'B' would depend on a clearer
picture of how the company can resolve the bond maturity in 2007.  

On the other hand, as leverage is still high and financial results
are linked to the local economy, a deceleration or downturn in
advertising or economic prospects for Brazil would lead to a
stabilization of the ratings at 'B-', or even a change in outlook
to negative.


RELIANCE: Liquidator Wants to Sell Advantage Notes for $6.5 Mil.
----------------------------------------------------------------
M. Diane Koken, the Insurance Commissioner of the Commonwealth of   
Pennsylvania as Liquidator of Reliance Insurance Company, asks  
the Commonwealth Court for permission to sell two issues of notes  
and transfer tax credits.

RIC will sell Guaranteed Notes, Series F and H, issued by  
Advantage Capital Partners VI, Limited Partnership.  RIC will  
also transfer tax credits tied to the ownership of the Notes.   
The Purchaser is a Louisiana limited liability company, LA-GP-I,  
LLC.  David W. Bergman, one of the Managing Directors and equity  
owners of the Partnership, owns all membership interests in LA-
GP.  RIC will transfer the related tax credits to its affiliate,  
Advantage Capital Investment Management, LLC, which is the  
sponsoring entity of Advantage VI.  The sale price is $6,500,000.

Larry H. Spector, Esq., at Wolf, Block, Schorr and Solis-Cohen,  
in Philadelphia, Pennsylvania, explains that ACIM is a venture  
capital firm based in New Orleans, Louisiana, that arranges  
venture capital investments in states which provide insurance  
companies with premium tax credits for "qualified" venture  
capital investments.

On September 29, 1998, and September 30, 1999, RIC purchased
Note H and Note F, through a private placement issued by  
Advantage VI.  As part of Louisiana's program to create  
investment incentives, the Notes provide the holder with  
substantial tax credits for qualified insurance premium income  
earned in Louisiana.  The tax credits are valuable to insurance  
companies, which can use the Notes to reduce their taxable  
premium income earned in Louisiana.

Mr. Spector says Notes F and H have a total principal value of  
$2,845,186.  The par value for Note F is $1,571,926, payable on  
October 1, 2008.  The par value of Note H is $2,122,100, which  
has been partially amortized so that outstanding principal is  
$1,273,260.  This amount is payable in six annual installments of  
$212,210 on November 30, from 2004 to 2009.

The Notes are secured by an indenture that created a security  
interest in the assets of Advantage VI.  The collateral includes  
non-callable, zero coupon Treasury securities maturing around  
each principal payment date.

The Notes do not provide interest income.  Rather, in addition to  
principal payments, the holder receives value in the form of  
premium tax credits for taxable premium income earned in  
Louisiana.  The tax credits total $600,000 for Note F and  
$550,000 for Note H, per year.

Because RIC has been placed in runoff status, it does not have  
sufficient qualified premium income from within Louisiana to use  
the tax credits.  RIC has unused premium tax credits of  
$4,716,000 relating to Note F and $4,638,983 relating to Note H.   
Due to the valuable tax credits, RIC paid $5,000,000 for each of  
Notes F and H, for a total of $10,000,000.

Marketing the Notes has been a challenge, says Mr. Spector.  At  
the time of Liquidation, RIC owned three series of Notes, F, H  
and J.  Note J had a par value of $2,234,396, due February 28,  
2007.  In the Fall of 2001, RIC retained three investment firms  
to market the Notes -- Lehman Brothers, Credit Suisse First  
Boston and Raymond James.  The investment firms solicited bids  
from insurance companies that would be able to take advantage of  
the tax credit features of the Notes.  In Fall of 2003, American  
Family Life Assurance Company of Columbus, through CSFB, bid  
$3,915,000 for Note J, which equaled 87% of the amount RIC paid  
for Note J.  RIC had not received any other bids for any of the  
Notes.  Note J had outstanding principal of $2,234,396 and  
carried 6.5 years of remaining tax credits that totaled  
$3,565,386.  In December 2003, the Liquidator sold Note J to  
AFLAC.

CSFB advised the Liquidator that the Note J transaction was not  
worth the effort.  CSFB worked long and hard to find a buyer for  
just one issue of the Notes.  Due to the time and effort relative  
to the profit for providing this service, CSFB was not interested  
in marketing Notes F and H.  Lehman Brothers and Raymond James  
did not produce a single prospective purchaser for any Notes and  
gave no indication that they were willing to continue their  
efforts.

Due to the Notes' proven lack of liquidity, Mr. Spector tells the  
Commonwealth Court that the Notes should be sold now.  RIC  
marketed the Notes for over two years without success.  By  
bargaining over the discount rate used to calculate the stream of  
payments earned through the tax credits, RIC negotiated the  
current purchase price of $6,500,000, which is $600,000 above  
Advantage VI's initial offer of $5,900,000.  RIC will recover  
almost 95% of its original $10,000,000 investment.  RIC will  
receive $6,500,000 through the sale, was able to use $2,145,186  
of the tax credits, and received principal payments on Note H of  
$848,840.  As a result, RIC will garner $9,493,857.

Advantage VI is buying the Notes with the intent of profitably  
selling the tax credits as they become available.  Any subsequent  
purchaser will pay in the neighborhood of $0.75 to $0.85 on the  
dollar.  The tax credits will take about 8.5 years to utilize.

The Liquidator received a letter from Ted Christiansen, Accounts  
Division at A.G. Edwards, stating that LA-GP-I has sufficient  
funds to consummate the transaction.

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


RIGGS NATIONAL: Moody's Changes Review to 'Direction Uncertain'
---------------------------------------------------------------
Moody's Investors Service changed the review on Riggs National
Corporation (subordinated debt at Ba2) to 'direction uncertain'.
Moody's had placed the ratings of Riggs National Corporation on
review for upgrade on July 16, 2004 following the announcement
that PNC Financial Services Group signed a definitive agreement to
acquire Riggs.

Moody's said the change was prompted by its concern over legal
developments affecting Riggs subsequent to the acquisition
announcement.  These developments have raised the probability that
the acquisition of Riggs by PNC might not be completed as
envisioned in the agreement.  Since the acquisition was announced
a lawsuit on behalf of the victims of the September 11 attacks and
their families has been filed against Riggs, and an investigation
of Riggs by the US Department of Justice is reportedly underway.  
These developments could impact Riggs' ability to meet certain
terms and conditions agreed with PNC for the acquisition to
proceed.

Despite these concerns, Moody's noted that completion of the
acquisition would result in a benefit to Riggs' depositors and
creditors from its becoming part of a stronger and more highly
rated institution.

Riggs National Corporation is a bank holding company headquartered
in Washington D.C. with assets of $6.6 billion as of June 30,
2004.

PNC Financial Services Group is a bank holding company
headquartered in Pittsburgh, Pennsylvania with assets of $73.1
billion as of June 30, 2004.


RIVER BEND: Moody's Reviews Ratings for Possible Downgrade
----------------------------------------------------------
Moody's Investors Service placed on watchlist for possible
downgrade the following ratings of the Capital Trust Agency
Multifamily Housing Revenue Bonds (River Bend Apartments Project):

   * the Ba1 rating on the Senior Series 2002A and Taxable
     Senior Series 2002B,

   * the B1 rating on the Junior Series 2002C, and

   * the B2 rating on the Subordinate Series 2002D.

This action affects approximately $14.5 million of debt
outstanding.

The bonds have been placed on watchlist in conjunction with
Moody's receipt of information, dated September 30, 2004, that
Wellington-Tampa, LLC (the Borrower) filed a voluntary petition
pursuant to Chapter 11 of the Bankruptcy Code on or about
September 15, 2004.

Moody's will monitor the situation and will take rating action
upon completion of its review.


RIVERSIDE FOREST: Moody's Affirms B2 Senior Unsecured Rating
------------------------------------------------------------
Moody's Investors Service affirmed Riverside Forest Products
Limited's B2 senior unsecured rating and changed the outlook to
developing.  The rating action follows the announcement that
Riverside has signed a definitive agreement with International
Forest Products Limited -- Interfor -- pursuant to which Interfor
will make an offer to acquire up to 100 percent, but a minimum of
51%, of Riverside.  The offer is for $39 in cash and Interfor
Class A shares, to a maximum of $184 million in cash, or $35 in
cash and shares plus a Contingent Value Right to receive any U.S.
softwood duty refunds received by Riverside on or before December
31, 2007.  If successful, the transaction will close by year end.  
Moody's does not rate Interfor.

Riverside's B2 rating reflects:

   (a) its strong position in the B.C. plywood and veneer
       markets,

   (b) the cost effectiveness of its mills,

   (c) its access to fiber,

   (d) its favorable power supply situation through ownership of
       two wood-waste fired cogen plants, and

   (e) its proven ability to generate cash flow throughout the
       business cycle.

The rating also considers:

   (a) the susceptibility of the company to the cyclicality in
       the forest products industry,

   (b) the impact of changes in the US/Canadian dollar exchange
       rate, and

   (c) the impact of the U.S. softwood lumber tariff and the
       uncertainty surrounding its resolution.

The change in outlook to developing reflects the fluidity of the
current situation.  While not less than 28 percent of Riverside
shareholders have committed their shares to the offer and the
boards of both companies have approved the transaction, the
current offer may not succeed, or other bidders may emerge, in
which case the current offer may be altered.  Moody's notes,
however, that under the current offer, the anticipated metrics of
both Riverside and the combined companies are favourable for a B2
rated credit.  If the currently strong lumber markets continue,
Riverside could have a change in outlook to positive or the rating
could be upgraded.  Moody's also notes that the rated bonds have a
change of control put that, if exercised in whole or in part,
could result in a recapitalization of Riverside.

Riverside Forest Products is based in British Columbia, Canada and
had sales, net of duty of C$431 million for its fiscal year ended
September 30, 2003.


RIVERSIDE FOREST: Tolko Extends Bid to October 22
-------------------------------------------------
Tolko Industries Ltd. has extended the expiry of its Aug. 31, 2004
offer to acquire all of the outstanding common shares of Riverside
Forest Products Limited to 9:00 pm (Vancouver time) on Oct. 22,
2004. No other conditions of the bid have been varied at this
time.

"Tolko is extending its bid in order to further evaluate its
options, especially in light of the unprecedented new tactical
poison pill adopted by Riverside's Board to replace the original
shareholders' rights plan that was declared to be of 'no force or
effect' by the BC Court of Appeal early Wednesday," said Trevor
Jahnig, Tolko's Vice-President of Finance & CFO.

"In addition, we and the other shareholders of Riverside do not
yet know the material terms of any deal protection arrangements,
including the break fee arrangement with Interfor and the terms of
the lock-up agreements with Riverside's management," said Mr.
Jahnig. "We also would like to see Interfor's Circular which they
say is being mailed the week of October 18, 2004."

                  About Tolko Industries Ltd.

Founded in 1961, Tolko is a privately owned forest products
company employing over 2,400 people. Tolko has ten manufacturing
divisions in British Columbia, Alberta, Saskatchewan and Manitoba,
and produces dimension lumber, specialty kraft paper, plywood,
oriented strand board, wood chips and engineered wood products
which are sold to world markets. Tolko has been a shareholder of
Riverside since 2000.

Tolko is amalgamated under the Canada Business Corporations Act.
Its head office is located at 3203-30th Avenue, Vernon, British
Columbia, (PO Box 39) V1T 2C6. Tolko's telephone number is 250-
545-4411 and website is http://www.tolko.com/


SCHLOTZSKY'S: Franchisees Don't Get an Official Committee
---------------------------------------------------------
R. Glen Ayers, Esq., at Langley & Banack, Incorporated, counsel
for Steven Cole and James Magers, franchisees of Schlotzsky's,
Inc., and its debtor-affiliates, asked the U.S. Bankruptcy Court
for the Western District of Texas, San Antonio Division, to
appoint a committee of franchisees in Schlotzsky's, Inc.'s chapter
11 cases after the U.S. Trustee rebuffed the request.  Messrs.
Cole and Magers argued that an Official Franchisees' Committee is
necessary to represent the interests of the franchise owners in
Schlotzsky's bankruptcy cases because the interests of the
franchisee who sits on the Official Creditors' Committee are very
different from their interests.

The Honorable Leif M. Clark wasn't persuaded, and denied the
Franchisees' request, without prejudice, at a hearing last week.  

The Debtors, who would have to pay for another entourage of
professionals had the request been approved, opposed the pitch for
another official committee.  The Official Committee of Unsecured
Creditors, represented by Berry D. Spears, Esq., and C. Mark
Brannum, Esq., at Winstead Sechrest & Minisk, P.C., also opposed
the request saying that it adequately represents franchisees'
interests.

Headquartered in Austin, Texas, Schlotzsky, Inc. --
http://www.schlotzskys.com/-- is a franchisor and operator of  
restaurants. The Debtors filed for chapter 11 protection on
August 3, 2004 (Bankr. W.D. Tex. Case No. 04-54504). Amy Michelle
Walters, Esq. and Eric Terry, Esq., at Haynes & Boone, LLP,
represent the Debtors in their restructuring efforts. When the
Debtors filed for protection from its creditors, they listed
$111,692,000 in total assets and $71,312,000 in total debts.


SPIEGEL INC: CSFB's Claim Will be Allowed for $20,500,685
---------------------------------------------------------
Spiegel, Inc.'s Schedules of Assets and Liabilities, which was
filed on May 23, 2003, reflects Credit Suisse First Boston --
Cayman Islands Branch -- as having an unsecured claim for
$20,613,370.

On September 30, 2003, Credit Suisse filed Claim No. 3043 against
Spiegel for $20,672,960.  However, Spiegel's books and records
show Credit Suisse as having a claim for $20,500,685.

To resolve the dispute, the parties agree that Credit Suisse will
be allowed an unsecured claim against Spiegel for $20,500,685.

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)


SVGMA INC: Case Summary & 1 Largest Unsecured Creditor
------------------------------------------------------
Debtor: SVGMA, Inc.
        8901 Governors Row
        Dallas, Texas 75254

Bankruptcy Case No.: 04-21349

Chapter 11 Petition Date: October 4, 2004

Court: Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: Mitchell Madden, Esq.
                  1800 Valley View Lane, Suite 120
                  Dallas, TX 75234
                  Tel: 972-484-7780
                  Fax: 972-484-7743

Estimated Assets: $1 Million to $10 Million

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

Debtor's 1 Largest Unsecured Creditor:

Entity                                 Claim Amount
------                                 ------------
Stanley V. Graff                           $300,000
8901 Governors Row
Dallas, TX 75247


UAL CORP: Wants to Reject Four Boeing Aircraft Leases
-----------------------------------------------------
UAL Corporation and its debtor-affiliates seek the Court's
authority to reject leases for four Boeing 737-300 Aircraft and
related Engines.  The Aircraft bear Tail Nos. N316UA, N317UA,
N353UA and N368UA.

United Air Lines, Inc., entered into the Leases as part of the  
so-called Leveraged Lease Financing arrangements.  The lessor is  
a common law trust that holds the legal title to the equipment on  
behalf of various equity participants.  An Indenture Trustee  
holds a security interest in the relevant pieces of equipment on  
behalf of lending parties to the financing arrangement.  

According to James H.M. Sprayregen, Esq., at Kirkland & Ellis, in  
Chicago, Illinois, the Debtors need to maximize their fleet  
utility at the lowest possible cost.  Mr. Sprayregen reports that  
the Debtors analyzed several aircraft financings and considered  
the financing structure and related equipment in light of the  
projected demand for air travel, flight schedules, maintenance  
requirements, labor costs and other business factors.  After  
careful review, the Debtors determined that they have an excess  
supply of 737-300 aircraft in their fleet.  The rate under the  
leases exceeds the current market value and the payment  
obligations far outweigh the benefits that the Debtors receive  
from using the Aircraft.  As a result, the Aircraft are  
burdensome to the estates.   

Mr. Sprayregen tells the Court that the Owner Trustee for all  
four Aircraft is Wilmington Trust Company.  The Aircraft are  
parked at Southern California Aviation in Victorville,  
California.

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: Accelerates Plans to Optimize Worldwide Network
---------------------------------------------------------
UAL Corporation (OTC Bulletin Board: UALAQ), the holding company
whose primary subsidiary is United Airlines, is substantially
accelerating the company's plan to:

   -- expand its international leadership,
   -- redeploy aircraft to more profitable routes, and
   -- reduce the overall size of its mainline fleet.

These actions are part of United's ongoing strategy to:

   -- leverage its product portfolio and worldwide route network,

   -- reduce its costs to competitive levels,

   -- continue to lead the industry in operational excellence, and

   -- further strengthen the company's sharp focus on customers by
      investing in innovative products and services.

"Our strategy has been to continually align our fleet size and
deployment with market conditions, which are brutally
competitive," said Glenn Tilton, UAL's chairman, president and
chief executive officer. "Fundamental changes in our industry,
including ongoing high fuel costs, intense pricing pressure and
continuing over-capacity, demand that we take aggressive steps now
in implementing this plan to ensure that United remains
competitive."

By March 2005, the company's fleet modifications will:

   -- Reallocate assets to more profitable routes, expanding and
      strengthening international routes, which will account for
      over 40 percent of United's global capacity and 50 percent
      of mainline revenue when fully implemented, and shifting
      some domestic routes to United Express (UAX).

   -- Reduce United's mainline fleet to 455 aircraft - 68 fewer
      aircraft than United flew in August 2004 and a reduction of
      112 aircraft or nearly 20 percent of the fleet since 2002.

These changes will result in international ASMs (available seat
miles) increasing by 14 percent, with United mainline domestic
ASMs declining by 12 percent for a total system wide ASM decline
of 3 percent.

Mr. Tilton said, "While there is still more work to do to make our
cost structure competitive, the network model, with its broad
connectivity and its value for premium customers, remains viable
today and in the future. We will continue to maintain and
strengthen the unparalleled scope of our global network and will
continue to operate our five hubs in Chicago, Denver, Washington
Dulles, San Francisco and Los Angeles."

Mr. Tilton pointed out that the actions United is announcing are
part of United's ongoing strategy to:

   -- Leverage Product Portfolio and Network:  United's product
      portfolio and worldwide route network give United the
      flexibility to put the right product in the right market at
      the right price to meet customer demand while generating a
      profit for the company.  United's product portfolio
      includes:  

         -- United mainline, serving high-yield business
            travelers;

         -- United Express, providing service to smaller domestic
            markets and feeding passengers to the mainline;

         -- Ted, flying more cost-conscious travelers to leisure
            markets from all five United hub airports; and

         -- the Star Alliance, which extends United's global
            network to hundreds of destinations worldwide.

   -- Reduce Costs:  United continues to reduce its costs to
      competitive levels.  The company is on track to achieve $5
      billion in annual cost improvements by 2005.  In addition to
      the savings from a potential termination and replacement of
      pensions, United is targeting more than $1 billion in
      additional annual savings.  No decision has been made on
      pensions, and discussions with United's stakeholders are
      continuing.

   -- Deliver Operational Excellence:  United continues to lead
      the industry in operational excellence.  United employees
      have delivered record-breaking performance metrics under
      some of the most difficult and potentially distracting
      conditions in the company's history.  United's Success
      Sharing program rewards employees and helps align them with
      the company's business goals as United continues to
      implement programs to streamline airport operations,
      maintenance and distribution.

   -- Focus on Customer Service and Investment:  United maintains
      a sharp focus on customers by investing in innovative
      products and services, including expanding the availability
      of United EasyCheck-in and other electronic and online
      ticketing and notification systems, and introducing Ted and
      p.s.(sm), the company's new premium flights serving the West
      Coast from New York City.

John Tague, United's executive vice president - Marketing, Sales &
Revenue, said, "The dynamics of today's industry environment, with
fuel prices at an all-time high, require significant changes to
address industry over- capacity. For the last 24 months we have
continued to exercise discipline in adjusting capacity to meet
market conditions. With today's change, United is moving faster to
implement our plans and leverage our international leadership."

Mr. Tague detailed the steps the company has already taken:

   -- United launched 30 new international routes since February
      2002 - 70 percent of those announced this year;

   -- United Express service has expanded to 21 new destinations;

   -- Ted now flies to eight leisure markets from all five United
      hub airports.

   -- Four new partners have joined the Star Alliance since late
      2002, with two additional new partners scheduled to join in
      2005.

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.


US AIRWAYS: 97% of Engineers Vote to Ratify Cost-Savings Agreement
------------------------------------------------------------------
US Airways' flight simulator engineers, represented by Transport
Workers Union Local 546, ratified their cost-savings agreement
with a 97 percent vote in favor. Total savings over the term of
the agreement will be $4.2 million, or about $500,000 per year.

The agreement, covering 24 flight simulator engineers, is
effective retroactive to Oct. 1, 2004, and is subject to
bankruptcy court approval.

"Our members once again have shown that they are willing to do
their part to save our company," said Rob Lenhart, president of
TWU local 546.

"These are hard-working professionals who again have pledged their
unwavering commitment to this company and I thank them for their
continued support," said Jerrold A. Glass, US Airways senior vice
president of employee relations.

With this ratification, all three TWU units -- dispatchers, flight
crew training instructors, and flight simulator engineers -- have
finalized agreements with the company.  The US Airways unit of the
Air Line Pilots Association voted to send its tentative agreement
to its members for a ratification vote.  US Airways will continue
to negotiate with the Association of Flight Attendants and
Communications Workers of America.  US Airways also is in talks
with the International Association of Machinists.

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.


U.S. SHIPPING: Moody's Cuts Amended Sr. Bank Loan Rating to Ba3
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of U.S. Shipping
Partners L.P.'s amended senior secured credit facilities, to Ba3
from Ba2, which consist of a $50 million revolving credit facility
due 2009 and a $130 million term loan due 2010, reflecting
constraints placed on the company's credit profile from the
creation of a master limited partnership structure into which
these facilities are to be placed.  These facilities, currently
issued by United States Shipping Master LLC, were amended and are
to be reduced with proceeds from a $126 million equity offering
from the newly created U.S. Shipping Partners, L.P. United States
Shipping Master LLC, the original operating company, intends to
place substantially all of its operations, including all debt,
assets, and contracts, into the MLP, retaining a 55% ownership of
the new partnership through common and subordinated units as well
as a 2% general partnership interest, while about $32 million of
the offering will be used to repay existing equity holders.

In addition, Moody's assigned the ratings to U.S. Shipping:

   * Senior implied rating of Ba3; and

   * Issuer rating of B1.

The ratings outlook is stable.

The stable outlook assumes management will maintain a conservative
growth strategy and will not submit to market pressures to
increase distributions without supportive cash flows and will not
utilize debt to fund distribution payouts. Ratings or their
outlook may be revised downward if the company were to enter into
substantially-sized levered acquisitions, particularly for assets
that may not provide the same amount of fixed contract support as
the current fleet does, or into assets or businesses that
materially deviate from the company's current domestic product and
chemical tanker trades.  Conversely, ratings may be subject to
upward revision if the company were to significantly reduce
leverage through additional equity offerings while maintaining a
stable contract coverage base.

The ratings are restrained by US Shipping's MLP structure, which
by nature is a depleting capital structure that is highly
dependent upon its ability to continuously access the capital
markets for debt repayment/refinance or to fund the acquisitions.  
Like most other MLP's, US Shipping distributes nearly all of its
cash to the unit holders, leaving the company with little retained
cash for unforeseen needs and opportunities, making it highly
dependent on the capital markets and its credit facilities for
liquidity.  Though the reduction or halting of distributions could
be used as a source of liquidity since they are not contractual
obligations, taking this course of action could lead to a long
term negative reaction from the market and hinder the company's
ability to issue additional units in the future.

The ratings recognize modest debt levels that will ensue from the
proposed capitalization of the company.  Upon closing the proposed
transactions, U.S. Shipping will be modestly levered relative to
its asset base and operating cash flows.  With the proceeds of the
equity offering, debt will be reduced by about $94 million, or
48%, to pro forma $100 million.  This amount represents only 1.8x
LTM September 2004 EBITDA, and about 2x cover pro forma gross cash
flow.  With the planned delivery of a new articulated tug barge
vessel -- ATB -- to the fleet in 2005, debt is expected to reach
its maximum level of $128 million, representing about 2.5x
projected EBITDA and 3x gross cash flow. The sustainability of
such leverage ratios will be important to the rating, as
distributable cash flow only provides thin unit distribution
coverage (about 1.05x), suggesting little room for volatility in
the company's cash flow stream to cover debt. Furthermore, Moody's
is concerned that future investments in vessels, possibly
motivated by increased returns despite potentially higher
operating risks (i.e. vessels without contract coverage, or
operations in different sectors of shipping), may negatively
affect credit fundamentals of the MLP.

US Shipping continues to enjoy substantial contract coverage on
its fleet of eight vessels, further supporting the ratings and
their stable outlook.  Approximately 95% of projected revenue for
the next three years will be derived from contract business or
supported by the Hess Support Agreement.  Of the company's six
integrated tug barges -- ITB's --, four are on contract to major
oil companies through at least 2005, while all ITB's benefit from
the Hess Support Agreement, which provides a minimum $38,000/day
in time charter-equivalent earnings to these vessels through 2007.  
The two chemical tankers, although not included in the support
agreement, also have significant coverage from contracts of
affreightment -- COA's -- with major chemical shippers.  Moreover,
due to the specialized nature of these vessels and Jones Act
protection that effectively eliminates direct competition from the
vast majority of the international shipping community, combined
with tightness in supply in the US flag product carrier sector,
prospects for continued employment of the existing fleet at strong
rates are favorable to US Shipping.  Finally, Moody's notes that
the company has invested substantially in the maintenance of these
vessels to high classification society standards, and have
significant amounts for future drydock costs deducted from the
MLP's cash available for distribution going forward, which ensures
the use of these vessels through the end of their useful lives
with low likelihood for unforeseen CAPEX to do so.

United States Shipping Partners LP is headquartered in Edison, New
Jersey.  The company owns and operates six US flagged product
tankers and two US flagged product/chemical tankers, engaged in
transporting clean petroleum products and chemicals between US
ports.  The company had FY2003 revenues of about $81 million.


VECTOR GROUP: Restructuring Operations for Distribution Agent
-------------------------------------------------------------
Vector Group Ltd. (NYSE: VGR) is restructuring the operations of
Liggett Vector Brands Inc., the Company's sales, marketing and
distribution agent for its Liggett Group Inc. and Vector Tobacco
Inc. subsidiaries. Liggett Vector Brands is realigning its sales
force and adjusting its business model to more efficiently serve
its chain and independent accounts nationwide. In connection with
the restructuring, the Company is eliminating approximately 330
full time positions and 135 part time positions, effective
December 15, 2004.

"We are confident that the actions that are being announced today
will enable Liggett Vector Brands to enhance its profitability
while continuing to provide its customer base with the high
quality service long associated with the Liggett Vector companies.
Further, these actions should allow us to provide our customers
long-term pricing stability in an otherwise volatile marketplace
and best position the company to continue to grow our core
discount and strategic partner brands," said Ronald J. Bernstein,
President and Chief Executive Officer of Liggett Vector Brands.
"We are working closely with those affected employees to make this
transition as smooth as possible for them and the company."

As a result of these actions, Vector Group currently expects to
realize annual cost savings of approximately $30 million beginning
in 2005. Vector Group will take pre-tax restructuring charges
currently estimated to total approximately $14 million primarily
during the third and fourth quarters of 2004. These charges are
currently estimated to include approximately $6.3 million relating
to severance and benefit costs and approximately $7.7 million for
contract termination and other associated costs. Approximately
$2.5 million of these charges represent non-cash items.

                        About the Company

Vector Group is a holding company that indirectly owns Liggett
Group Inc., Vector Tobacco Inc., Liggett Vector Brands Inc. and a
controlling interest in New Valley Corporation. Additional
information concerning the company is available on the company's
website, http://www.VectorGroupLtd.com/

At June 30, 2004, Vector Group's balance sheet showed an
$86,622,000 stockholders' deficit, compared to a $46,475,000 at
December 31, 2003.


* Bruce Pfau Joins KPMG LLP as Vice Chairman for Human Resources
----------------------------------------------------------------
KPMG LLP, the U.S. audit, tax and advisory firm, said Bruce Pfau,
Ph.D., has joined the firm as vice chair, human resources,
according to Eugene O'Kelly, chairman and chief executive officer.

Dr. Pfau will be responsible for all human resources activities
with a major focus on retention, recruitment and workplace
initiatives, as well as overseeing KPMG's goal to be an employer
and partnership of choice. As vice chair and chief human resources
officer for KPMG, he will also become a member of the firm's
management committee. Pfau, 51, succeeds Kathy Hopinkah Hannan,
who was named the firm's Midwest area managing partner for tax
services, based in Chicago.

"In his new role, Bruce Pfau will lead KPMG's human resources
initiative, aligning it with the firm's three strategic priorities
of quality, people and growth," said Mr. O'Kelly. "We're confident
that Dr. Pfau's credentials - in increasing organizational
effectiveness and in helping to build high performing, employer-
of-choice organizations - will be catalytic in our efforts to
attract, develop, motivate, and retain the best professionals."

"As an organization where human capital is its greatest asset,
KPMG exemplifies the firm of the 21st Century," said Dr. Pfau.
"There is a clear alignment between being an employer and
partnership of choice and superior business outcomes - and my goal
is for KPMG to be recognized as a great place to work for the best
people. It is very gratifying that firm leadership strongly
supports KPMG's employer of choice goal, since this scope of
organizational undertaking requires unified top-to-bottom
commitment."

Dr. Pfau brings over two decades of leadership to his new
position, including extensive experience with large accounting
firms and other major professional services organizations. Most
recently, he was national practice director for organization
effectiveness at Watson Wyatt Worldwide, where he advised the
executive teams of global corporations and directed the firm's
groundbreaking Human Capital Index research.

He was previously managing director with the Hay Group where he
led the team that conducted Fortune magazine's World's Most
Admired Companies Survey. He also served as vice president of
human resources effectiveness for The Dun & Bradstreet
Corporation, helping to manage that company's 1996 strategic
restructuring.

Dr. Pfau is a recognized thought leader in the areas of employee
engagement, corporate culture change and organization metrics. He
has authored numerous books and papers on aligning human resources
to financial performance, including Employee Commitment and the
Bottom Line, and co-authored The Human Capital Edge: 21 People
Management Practices Your Company Must Implement (or Avoid) to
Maximize Shareholder Value. He is profiled as one of America's 50
top executive coaches in The Art and Practice of Leadership
Coaching to be published in December 2004 by John Wiley & Sons.

Dr. Pfau earned a bachelor's degree from Tufts University in
Boston and received his Ph.D. in Psychology from Loyola University
of Chicago. He resides in Princeton Junction, N.J. with his wife
and two children.

                            About KPMG

KPMG LLP is the audit, tax and advisory firm that has maintained a
continuous commitment throughout its history to providing
leadership, integrity and quality. The Big Four firm with the
strongest growth record over the past decade, KPMG turns knowledge
into value for the benefit of its clients, people, communities and
the capital markets. Its professionals work together to provide
clients access to global support, industry insights, and a
multidisciplinary range of services. KPMG LLP --
http://www.us.kpmg.com/-- is the U.S. member firm of KPMG  
International. KPMG International's member firms have nearly
100,000 professionals, including 6,800 partners, in 148 countries.


* BOOK REVIEW: The Rise of the Community Builders
-------------------------------------------------
Authors:    Marc A. Weiss
Publisher:  Beard Books
Hardcover:  228 pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/0231065043/internetbankrupt

Review by Gail Owens Hoelscher

This fascinating book covers the early period of American
residential planning, from the 1890s to the 1940s. Author
Marc Weiss defines "community building" as site planning and
development of land patterns into which lots and houses are
placed, and the relationship of those houses and lots to one
another. A community builder, he says, "designs, engineers,
finances, develops and sells an urban environment using as
the primary raw material rural, undeveloped land."

The idea of designating urban land for strictly residential
purposes was fairly new at the end of the 19th century. Prior
to that time, planning had been haphazard, with new owners of
land generally permitted to build on it what they wished,
whether a home, store or manufacturing site. The first of the
community-building efforts  resulted in high-income
neighborhoods of houses built in a wide range of
architectural designs and by various builders. At that time,
land subdividers and homebuilders were generally separate
entities. Homebuyers bought not only a house and lot, but
also certainty in the future of their immediate surroundings.

In the 1940s, the Levitts of Levittown conducted one of the
first experiments in which one company carried out the entire
process from planning and land improvement through to
building and selling houses, along with parks and shopping
centers. In this case, economies of scale were recognized in
the housing industry, perhaps for the first time. In 1930,
celebrated architect Clarence Stein commented, ".the house
itself is of minor importance. Its relation to the community
is what really counts.It is impossible to build homes
according to the American standard as individual units for
those of limited incomes. If they are to be soundly built and
completely equipped with the essential utilities they must be
planned and constructed as part of a larger group."

The author recounts the crucial role of these pioneer
community builders in developing subsequent public policy,
calling it "private innovation preceding public action." He
cites, among others, the concepts of street classification,
lot size and shape, set-back lines and lot-coverage
restrictions, easements, and design and placement of
recreational amenities.

In order to carry out their design visions, community
builders relied heavily on a new legal concept: deed
restrictions. In effect, homebuyers gave away certain private
property rights by accepting limitations and mandates set out
by the builders. These restrictions ranged from paint color
and landscaping to, unfortunately, racial exclusion. Some of
these voluntary restrictions led to land planning tools such
as zoning laws, which regulated the use and size of
structures, and subdivision regulations, which imposed
standards in lot size, street width and other physical
improvements in the subdividing of land for residential
areas.

The author recounts the development of all aspects of the American
housing industry, including home insurance and mortgages. He
devotes considerable time to the development of zoning controls
and the up-and-down relationships between private real-estate
developers and public policy makers. He shows how conflicts
between the public and private sectors in the diverse elements of
the real estate industry have affected real estate development as
a whole, using examples mainly from California but from other
states as well. The book is well documented and surely valuable
for students of urban history, urban planning, and real estate
development.

                           *********

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 ***