TCR_Public/041011.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, October 11, 2004, Vol. 8, No. 220

                            Headlines

AIRGATE PCS: Prices $175 Million Sr. Secured Floating Rate Notes
AMERICAN INTERNATIONAL: Case Summary & Largest Unsecured Creditors
AMERICAN RESTAURANT: Gets Okay to Draw $2.5 Million Under DIP Loan
ASTROPOWER INC.: Judge Walrath Approves Disclosure Statement
AT&T CORP: Projects $7 Billion Debt Load at Year-End

BABCOCK & WILCOX: Chapter 11 Plan Awaits District Court Approval
BGB NETWORK INC: Case Summary & 20 Largest Unsecured Creditors
BODY TECH PARK: Case Summary & 20 Largest Unsecured Creditors
BOISE CASCADE: Moody's Rates Senior Secured Debt at Ba3
BORDEN CHEM: Bakelite Acquisition Plan Spurs S&P's 'B+' Rating

BUSH INDUSTRIES: Hires Miller Mathis as Valuations Adviser
CHOICE ONE: S&P Rating Tumbles to D After Bankruptcy Filing
CANWEST MEDIA: Affiliate Launches Hollinger Trust Debt Offering
CHOICE ONE: Hires Financial Balloting as Special Noticing Agent
CHOICE ONE: Needs to Access $20 Mil. of DIP Financing

CORAM HEALTHCARE: Judge Walrath Confirms Chapter 11 Trustee's Plan
COSAN S.A.: Moody's Assigns Ba3 Rating on $150M Guaranteed Notes
COUNTRYWIDE HOME: Moody's Places Ba2 Rating on Class B-3
CROWN CENTRAL: Moody's Junks Ratings to Ca with Negative Outlook
DII INDUSTRIES: Asks Court to Approve 9900 Westpark Sale Deal

DRESSER-RAND: Moody's Puts B3 Rating on $420 Million Sr. Sub. Debt
DSL.NET INC: Closes $5 Million Financing with Laurus Funds
FAIR GROUNDS: Names Ben Huffman Director & Racing Secretary
FORT WASHINGTON: S&P Raises Sr. Debt Rating to 'BB+' From 'BB-'
GADZOOKS, INC.: Has Until Oct. 31 to File a Chapter 11 Plan

GAP INC.: Moody's Affirms Long Term Debt Ratings at Ba1
GERDAU AMERISTEEL: Moody's Puts B2 Rating on $405M Sr. Notes
GLACIER FUNDING: S&P Puts Low-B Ratings on $500M Notes & Shares
GLOBAL CROSSING: Court Sets Oct. 22 as AGX Admin. Claims Bar Date
GMAC COMMERCIAL: S&P Junks Class K Mortgage Pass-Through Certs.

GRAFTECH INTL: Updates Earnings Estimates & Strategic Initiatives
HARVEST ENERGY: Prices $250 Million 7-7/8% Senior Notes
HAWAIIAN AIRLINES: Judge Faris OKs Trustee's Disclosure Statement
INTERMET CORPORATION: Wants to Hire JP Morgan as Noticing Agent
INTERSTATE BAKERIES: Gets Interim Okay on Reclamation Procedures

INTERSTATE BAKERIES: Employs Ordinary Course Professionals
JEUNIQUE INT'L: Has Until Oct. 18 to Make Lease-Related Decisions
JILLIAN'S ENT: Absence of Purchaser Cues Rochester Club Closure
KAISER ALUMINUM: Wants to Reject Mead Works Contracts
LAKE LAS VEGAS: Moody's Places Ba3 Rating on Sr. Secured Debt

LANTIS EYEWEAR: Court Extends Exclusive Period Until Dec. 21
LERNOUT & HAUSPIE: KPMG Settles Lawsuit for $115 Million
MIRANT CORP: Asks Court to Approve Outsourcing Pact to Cut Costs
MOONEY AEROSPACE: Judge Walrath Approves Disclosure Statement
NATIONAL MENTOR: S&P Puts Single-B Ratings on Notes and Loans

NEIGHBORCARE INC: Reiterates Rejection of Omnicare Tender Offer
PAN AMERICAN: S&P Puts 'B' Rating on Proposed $100 Million Bonds
PEMSTAR INC: Revolver Amendment Requires $7 Mil. Quarterly EBITDA
PRESIDENT CASINOS: Columbia Sussex Wins Bid for St. Louis Biz
QUIGLEY COMPANY: Committee Wants to Give Judge Beatty the Boot

ROPER INDUSTRIES: Acquisition Plan Prompts S&P to Revise Outlook
SCHOOL FITNESS: Involuntary Chapter 11 Case Summary
SOLUTIA INC: Wants Lease Decision Deadline Extended to Feb. 14
SOUTHWEST HOSP: U.S. Trustee Picks 7-Member Creditors Committee
SOUTH STREET: S&P Junks 3 Classes of 1999-1 Notes

SPHERION CORP: Names Roy Krause Chief Executive Officer & Director
SPIEGEL INC: Deutsche Bank Claim Will Be Allowed For $24,575,433
STANDARD PARKING: Terminates Consulting Agreement with Warshauer
STELCO INC: Awarded Int'l. Automotive Quality Certification
SURGICARE INC: Stockholders Okay Change of Control & Name Change

TOUCH AMERICA: Judge Carey Confirms Liquidating Chapter 11 Plan
UAL CORP: Asks Court to Deny USTA's Admin. Expense Payment Request
UNIFAB INT'L: Major Stockholders Push to Take Company Private
VERESTAR, INC.: Wants Plan-Filing Period Stretched to Jan. 17
VIATICAL LIQUIDITY: U.S. Trustee Adds 4 Members to Committee

VISTA HOSPITAL: Files for Chapter 11 Petition in S.D. Texas
VISTA HOSPITAL: Case Summary & 20 Largest Unsecured Creditors
WACHOVIA COMMERCIAL: Fitch Puts Low-B Ratings on 6 Certificates
WORLDCOM INC: Judge Gonzalez Approves San Luis Settlement Pact

* BOND PRICING: For the week of October 11 - October 15, 2004

                          *********

AIRGATE PCS: Prices $175 Million Sr. Secured Floating Rate Notes
----------------------------------------------------------------
AirGate PCS, Inc. (Nasdaq: PCSA), a PCS Affiliate of Sprint, has
agreed to sell $175 million First Priority Senior Secured Floating
Rate Notes due 2011 at par value. The notes will bear interest at
a rate equal to three-month LIBOR plus 3.75%, reset quarterly. The
notes will be secured on a first priority basis by liens on
substantially all of AirGate's assets, with certain exceptions,
and will be guaranteed on a senior secured basis by each of its
subsidiaries.

The notes are being offered:

    (i) in the United States, to qualified institutional buyers as
        defined in Rule 144A under the Securities Act and

   (ii) outside the United States, to persons who are not U.S.
        persons, as defined in Regulation S under the Securities
        Act, in offshore transactions in reliance on Regulation S.

AirGate plans to use the proceeds of the offering to repay and
terminate its $131.2 million senior credit facility, to redeem its
$1.8 million remaining 13-1/2% Senior Subordinated Discount Notes
due 2009 and for general corporate purposes. This press release
does not constitute a redemption notice with respect to the
13-1/2% Senior Subordinated Discount Notes due 2009.

                        About AirGate PCS

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

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 6, 2004,
Moody's Investors Service assigned a B2 rating to the proposed
$175 million of senior secured floating rate notes due 2011 of
AirGate PCS, Inc., and affirmed the company's other ratings as
detailed below. The rating outlook is positive.

The affected ratings are:

   * Senior implied rating B3 (affirmed)

   * Issuer rating Caa1 (affirmed)

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

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

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

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

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

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

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

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

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


AMERICAN INTERNATIONAL: Case Summary & Largest Unsecured Creditors
------------------------------------------------------------------
Lead Debtor: American International Petroleum Corporation   
             4646 Highway 3059, Old Town Road
             Lake Charles, Louisiana 70601

Bankruptcy Case No.: 04-52479

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                      Case No.
      ------                                      --------
      American International Refinery, Inc.       04-52478

Type of Business:  The Company is situated on 87 acres of land
                   adjacent to a river accessible from the Gulf
                   of Mexico, facilitating transportation via
                   barge.  It has an independently appraised
                   replacement value of approximately $86 million.
                   The refinery 's products include jet fuel,
                   diesel fuel and naphtha.

Chapter 11 Petition Date: October 7, 2004

Court: Western District of Louisiana (Opelousas)

Judge: Schiff

Debtors' Counsel: Robin B. Cheatham, Esq.
                  Dean W. Ferguson, Esq.
                  Adams & Reese LLP
                  4500 One Shell Square
                  New Orleans, Louisiana 70139
                  Tel: (504) 581-3234

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

A.  American International Petroleum Corporation's 19 largest
    unsecured creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
EOP - Brookhollow Ltd         Judgement                 $166,000
Partnership

ITOCHU Specialty              Judgement                 $155,000
Chemicals, Inc.

444 Madison, LLC              Judgement                 $137,913

Hein & Associates, LLP        Professional services      $90,000

Internal Revenue Service      Tax penalties              $64,840

Chris Golightly, et al.       Case settlement            $61,000

William R. Smart              Director fees              $49,767

Donald G. Rynne               Director fees              $32,000

CSC                           Trade Debt                 $26,000

Michael Dodge                 Employee wages             $23,922

KCSA                          Judgement                  $23,489

Canon Business Solutions      Trade Debt                 $23,000

Premium Assignment Corp.      Trade Debt                 $22,000

Michael Dodge                 Employee wages             $20,192

John H. Kelly                 Director fees              $15,000

Estate of Deborah Gaytan      Medical expenses claim     $13,783

Nevada Secretary of State     Permits & licenses         $12,000

Barnes & Cascio LLP           Professional services      $11,218

D. Pryor, C. Gatlin, et al.   Judgement                  $10,440

B.  American International Refinery, Inc.'s 19 largest unsecured
    creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
ITOCHU Specialty              2004 Judgement            $155,000
Chemicals, Inc.

Louisiana Department of       Permits & licenses        $104,725
Environmental Quality

Thompson & Knight             Professional services     $100,198

Louisiana Department of                                  $73,368
Revenue

EPA                           Judgement                  $63,064

Chris Golightly, et al.       2004 Case Settlement       $61,000

Novorossiysk Shipping         Judgement                  $53,182

Calcasieu Parish School                                  $50,000
Systems

Nodier Obluda Engineering     Judgement                  $39,035
Service, Inc.

Lake Charles Harbor & Term    Judgement                  $34,811
District

Entergy                       Utilities                  $32,643

Caleb Brett U.S.A., Inc.      Trade Debt                 $28,195

Asphalt Transport             Judgement                  $28,000

Miller Environmental          Trade Debt                 $28,000

Buckner Rental Service, Inc   Judgement                  $24,570

Allen R. Lyons, Jr.           Employee wages &           $18,830
                              Expenses

Stanley M. Casto              Employee wages             $17,649
                              and expenses

Redfish Rental, Inc.          Judgement                  $15,000

Service & Pump Compressor     Trade Debt                 $13,609


AMERICAN RESTAURANT: Gets Okay to Draw $2.5 Million Under DIP Loan
------------------------------------------------------------------
The Honorable Thomas B. Donovan of the U.S Bankruptcy Court for
the Central District of California authorized American Restaurant
Group, Inc., to draw, on an interim basis pending a Final DIP
Financing Hearing, up borrow up to $2.5 million under a

$30 million DIP Financing Facility extended by Wells Fargo
Foothill (the Debtors' prepetition secured lender).  Judge Donovan
also put his stamp of approval on an agreement allowing the
Debtors continued use of cash collateral securing repayment of

$17 million Wells Fargo previously loaned to the company.  

Judge Donovan will convene a Final DIP Financing hearing on

Oct. 22, 2004, to consider whether the Debtors should be allowed
to draw the full $30 million under the DIP Facility.  Judge
Donovan will also consider entry of a permanent cash collateral
agreement.  Objections to these financing pacts, if any, must be
filed and served by Oct. 15, 2004.  

As previously reported in the Troubled Company Reporter, American
Restaurant reached an agreement with members of an ad hoc
committee of holders of over 70% of its Secured Notes on the terms
of a comprehensive financial restructuring to be implemented
through a pre-negotiated Plan of Reorganization that will
substantially deleverage the Company's balance sheet from
approximately $202 million to approximately $23 million.  The Plan
calls swapping approximately $162 million of Secured Notes,
accrued interest, and various other obligations for approximately
98% of the common stock of the reorganized Company.  American
Restaurant's annual cash interest costs will narrow to
approximately $19 million.  Wells Fargo Foothill provided a
commitment letter to the Company for $40 million of new financing
upon the consummation of the Plan.

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


ASTROPOWER INC.: Judge Walrath Approves Disclosure Statement
------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware put her stamp of approval on a Disclosure
Statement explaining the details underpinning AstroPower, Inc.'s
chapter 11 plan.  

The Plan is co-proposed by the Debtor and its Official Unsecured
Creditors Committee.  The Plan provides for the liquidation and
distribution of all of the Debtor's assets to all holders of
Allowed Claims.  Distributions to secured creditors will be made
in order of lien priority.

With a Court-approved Disclosure Statement in hand, the Debtor and
the Committee can now solicit votes in favor of the Plan from
creditors who'll recover a fraction of what they're owed.  
Creditors who are paid in full or made whole under a chapter 11
plan don't get to vote, because they are deemed to have accepted
the Plan.  Creditors or shareholders who don't recover anything
under a chapter 11 plan don't get to vote either, because they are
deemed to have rejected the plan.  

Earlier this year, General Electric purchased substantially all of
AstroPower's assets for about $18.5 million and Aplicaciones
Tecnicas de la Encergia purchased some assets located in Spain for
EUR3 million.  AstroPower says it's sitting on about $11 million
in cash today and can derive additional value -- maybe millions --
from litigation a trust formed under the plan will pursue.  

AstroPower's Liquidating Plan provides that:

     * Administrative Claims;
     * Federal State and Local Tax Claims;
     * Other priority Claims; and
     * Secured Claims;

will be paid in full.  AstroPower projects that unsecured
creditors will recover about 18% based on the amount of cash
currently on hand and up to 77% if the trust succeeds in all
litigation.  

The Debtor will print and mail copies of its Plan, Disclosure
Statement and ballots to creditors as soon as possible.  Creditors
must return their ballots by Nov. 16, 2004.  Judge Walrath will
convene a hearing to consider confirmation on Dec. 2, 2004.  

Headquartered in Wilmington, Delaware, AstroPower Inc., produced
the world's largest solar electric (photovoltaic) cells and a full
line of solar modules. The Company filed for chapter 11 protection
on February 1, 2004 (Bankr. Del. Case No. 04-10322).  Derek C.
Abbott, Esq. at Morris, Nichols, Arsht & Tunnell, represents the
Debtor. When the Company filed for protection from its creditors,
it estimated debts and assets of more than $100 million.


AT&T CORP: Projects $7 Billion Debt Load at Year-End
----------------------------------------------------
AT&T Corp. (NYSE: T) announced a series of restructuring actions
as the company continues its transformation in the rapidly
changing communications industry.

                   $11.4 Billion Writedown

The company said that the previously announced review of its
assets will result in an asset impairment charge in the third
quarter of 2004. The asset impairment results from sustained
pricing pressure and the evolution of services toward newer
technologies in the business market as well as changes in the
regulatory environment, which led to a shift away from traditional
consumer services. As a result, AT&T will take a non-cash charge
of approximately $11.4 billion in the third quarter of 2004 to
recognize the asset impairment. This action will reduce AT&T's
depreciation expense by approximately $1.0 billion in the second
half of 2004.

                     Workforce Reduction
  
AT&T also said that as a result of its decision to stop marketing
traditional residential services, as well as corporate
transformation initiatives, it will significantly exceed its
previously estimated workforce- reduction target of 8 percent in
2004. The company now expects to reduce total headcount by more
than 20 percent in 2004. Approximately three quarters of the
employees affected in 2004 have already been notified or departed
earlier this year. As a result of ongoing workforce reductions,
the company will record a restructuring charge in the third
quarter of approximately $1.1 billion.

"In response to recent regulatory developments and a highly
competitive market, we have made some tough decisions to reduce
our workforce and cut costs," said AT&T Chairman and CEO Dave
Dorman. "Ongoing investments in our network and systems around the
world have allowed us to significantly improve customer-service
metrics while driving industry-leading productivity."

AT&T's acceleration of workforce reductions and other cost-cutting
initiatives are having a positive impact on profitability across
the business. The company is also beginning to benefit from lower
marketing expense as it scales back its traditional consumer
operation. As a result, the company said it anticipates a
significant improvement in consumer operating margin, excluding
restructuring charges, in the third quarter of 2004 when compared
with the second quarter of 2004.

Despite industry pricing pressure and its ongoing transformation,
AT&T expects to continue to generate significant cash flow in line
with its previously established targets for 2004. AT&T is on
course to finish the year with net debt of under $7.0 billion, a
reduction of almost 50 percent over the past two years. Citing
strong cash flow generation, the company said it sees ample
flexibility to invest in the business, maintain a strong balance
sheet and continue to return value to its shareholders. AT&T's
dividend represented about a quarter of the company's free cash
flow during the first half of 2004. The company said it is
presently evaluating further uses of surplus cash flow as it nears
the completion of its 2004 debt-buyback program.

                         About AT&T

AT&T Corp. (NYSE "T") -- http://www.att.com/--  has been known  
for unparalleled quality and reliability in communications. Backed
by the research and development capabilities of AT&T Labs, the
company is a global leader in local, long distance, Internet and
transaction-based voice and data services.

                       *     *     *

As reported in the Troubled Company Reporter on Aug. 5, 2004,
Standard & Poor's Ratings Services lowered its long-term corporate
credit and senior unsecured debt ratings on AT&T Corp. to 'BB+'
from 'BBB'. In addition, the short-term rating was lowered to 'B'
from 'A-3'. The ratings were removed from CreditWatch, where they
were placed with negative implications on April 28, 2004, due to
(1) continued weakening in the company's business risk profile as
reflected in first-quarter 2004 results and (2) the potential for
steeper revenue declines and compressing operating margins. The
outlook is negative.

As of June 30, 2004, total debt outstanding was approximately
$11.2 billion, unadjusted for operating leases and other
postretirement employee benefits(OPEBs), or about $7.9 billion net
of cash, restricted cash, and foreign currency fluctuation.

"The ratings downgrade reflects the company's continued
challenging business risk profile due to the telecom industry's
transformation and the resultant long-term impact on the company's
financial profile," explained Standard & Poor's credit analyst
Rosemarie Kalinowski. "We anticipate that competition will
intensify from other large long-distance carriers, the regional
Bell operating companies (RBOCs), and cable TV companies in the
near-to-intermediate term, further affecting AT&T's weak operating
margins." These factors are mitigated somewhat in the short term
by AT&T's solid balance sheet and liquidity position.


BABCOCK & WILCOX: Chapter 11 Plan Awaits District Court Approval
----------------------------------------------------------------
The Honorable Judge Jerry A. Brown of the United States Bankruptcy
Court for the Eastern District of Louisiana issued his findings of
fact, conclusions of law and recommendations regarding
confirmation of The Babcock & Wilcox Company Chapter 11 Joint Plan
of Reorganization and the associated settlement contained therein.
As a wholly owned subsidiary of McDermott International Inc.
(NYSE:MDR), B&W filed for Chapter 11 bankruptcy in New Orleans,
Louisiana, on Feb. 22, 2000, as a result of asbestos-related
claims.

The Plan will now proceed to the Honorable Judge Sarah S. Vance of
the United States District Court.  Judge Vance is expected to
review Judge Brown's findings and recommendations, which review
may include conducting hearings related to any objections to
confirmation of the Plan.  After completing her review, it is
anticipated that Judge Vance would issue an order granting or
denying confirmation of the Plan.  Once Judge Vance's order is
issued, any appeals would proceed to the Fifth Circuit Court of
Appeals and thereafter possibly to the United States Supreme
Court.  The Plan will not become effective until all appeals have
been exhausted and certain conditions are either satisfied or
waived, including the entry of a final order of confirmation.
Additionally, McDermott's Board of Directors must give its
approval to the Plan and associated settlement within a thirty-day
period prior to the Plan becoming effective.  The Board will
consider numerous factors when contemplating approval, including
any developments associated with national legislation on the
proposed Fairness in Asbestos Injury Resolution Act.  Due to the
variables involved, McDermott is unable to anticipate the likely
timeline as to when, or if, the Plan would become effective.

Effective Feb. 22, 2000, B&W was deconsolidated from McDermott's
reported financial statements.  During the 2002 fiscal year,
McDermott wrote-off its remaining investment in B&W and accrued in
its financial statements the anticipated liability associated with
implementing the Plan which is marked-to-market on a quarterly
basis.  For additional detail, please reference McDermott's annual
report for the year ended Dec. 31, 2003, filed on Form 10-K with
the Securities and Exchange Commission.

For more information on B&W, please visit its Web site at
http://www.babcock.com/Additional information can be obtained on  
B&W's reorganization and Chapter 11 proceedings at
http://www.babcock.com/pgg/pr/reorganization.html/

                      About Babcock & Wilcox
                      
Babcock & Wilcox Company is a subsidiary of McDermott
International, a leading worldwide energy services company.
McDermott's subsidiaries provide engineering, fabrication,
installation, procurement, research, manufacturing, environmental
systems, project management and facilities management services to
a variety of customers in the energy industry, including the U.S.
Department of Energy.

Babcock & Wilcox Company, together with its debtor-affiliates,
filed for Chapter 11 protection on February 22, 2000, (Bankr. E.D.
La. Case No. 00-10992).  Jan Marie Hayden, Esq., at Heller,
Draper, Hayden, Patrick & Horn, L.L.C., represents the debtors in
their restructuring efforts.


BGB NETWORK INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: BGB Network Inc.
        aka Arrow Die Cutting Inc
        aka Visual Plastics Inc
        2700 West Roosevelt Road
        Broadview, Illinois 60155

Bankruptcy Case No.: 04-37036

Type of Business: The Debtor is a member of Graphic Finishing
                  Industries of Illinois.

Chapter 11 Petition Date: October 6, 2004

Court: Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

Debtor's Counsel: Miriam R Stein, Esq.
                  Arnstein & Lehr
                  120 South Riverside Plaza, Suite 1200
                  Chicago, Illinois 60606
                  Tel: 312-876-7100

Total Assets: $0 to $50,000

Total Debts: $1,370,397

Debtor's 20 largest unsecured creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Robert Eiserman               Loan to corporation       $127,000

Sentry Life Insurance Group   Insurance coverage         $87,868
Pension Department

Mighty Pac, Inc.              Trade Debt                 $80,000

Excel Container Company       Trade Debt                 $77,840

David Goldman                 Loan to corporation        $75,000

Santanna Electric             Trade Debt                 $71,000
                              litigation pending

Salem Baptist Church                                     $60,000

Elite Staffing                Trade Debt                 $59,118

Hagglund Masonry &            Building-litigation        $51,000
Tuckpointing                  pending

Quantum Color                 Trade Debt                 $41,000
                              litigation pending

American Express              Credit card charges        $37,330
                              for building

BFI                           Garbage collection-        $33,510
                              litigation pending

CSJB Welfare Fund             NLRB matter                $32,200

Imagine                       Trade Debt                 $30,827
                              litigation pending

Atlas Sales & Rentals, Inc.   Building debt              $30,539

United Healthcare of          Insurance coverage         $28,173
Illinois

United Parcel Service         Trade Debt                 $28,000

Lorette Dies Inc.             Trade Debt                 $25,769

Funderburk Roofing, Inc.      Renovations to building-   $25,000
                              lawsuit pending

Door Systems                  Renovation to building-    $23,511
                              in litigation


BODY TECH PARK: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Body Tech Park City, Inc.
        P.O. Box 981447
        Park City, Utah 84098

Bankruptcy Case No.: 04-36156

Type of Business: The Debtor operates a gym.

Chapter 11 Petition Date: October 5, 2004

Court: District of Utah (Salt Lake City)

Judge: Glen E. Clark

Debtor's Counsel: Jeanmarie A. Stinson, Esq.
                  Stinson Guelker
                  400 South 455 East, Suite 40
                  Salt Lake City, UT 84111
                  Tel: 801-604-4600
                  Fax: 877-572-7752

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Carrie Nelson                 Loan from                 $400,000
1698 Sun Peak Drive           Ex-Shareholder,
Park City, UT 84098           Disputed.

Wells Fargo Home Equity       Contested.                $173,979
P.O. Box 4116
MAC # P6053-022
Portland, OR 97208

MBNA America                  Credit. Disputed.          $62,241

IDEA MBNA America             Credit. Disputed.          $62,000

Chase Platinum Mastercard     Credit. Disputed.          $46,238

Sean Egan, Esq.               Legal Services,            $35,000
                              disputed value.
                              Contested.

Utah State Tax Commission     Possible Withholding        $9,095
                              Taxes, also Sales
                              Tax. Contested.

Summit Insurance LLC          Insurance. Disputed.        $3,252

John S. Brunt, Architect      Services. Disputed.         $2,500

Tanner and Company            Disputed.                   $2,500

DEX Media                     Advertising. Disputed       $1,824

America Honda Finance         Two Honda Acura             $1,803
Corporation                   RSXs, VIN Nos.
                              JH4DC538848
                              005494 and
                              JH4DC538X4S004119.
                              Also Honda Acura
                              TSX, VIN
                              JH4CL95884C02412

Utah Power                    Utilities. Disputed.        $1,764

S.F. City Lights, Inc.        Disputed.                   $1,495

Fitness & Wellness Insurance  Insurance. Disputed.        $1,332
Agency

Park City Magazine            Magazine. Disputed.           $810

Quality Linen                 Services. Disputed.           $803

The Park Record               Advertising.                  $729
                              Disputed.

Nicholas & Co.                Food Services                 $634

Risk Management Alternatives  Collections for               $631
                              Nextel Cellular
                              Phone


BOISE CASCADE: Moody's Rates Senior Secured Debt at Ba3
-------------------------------------------------------
Moody's Investors Service assigned the ratings to Boise Cascade,
LLC.

Ratings assigned:

   -- Senior implied rated Ba3

   -- Senior unsecured issuer rating rated B1

   -- $1.33 billion guaranteed senior secured term loan B due
      2011 rated Ba3

   -- $1.225 billion guaranteed term loan C due 2010, rated Ba3

   -- $350 million revolving credit facility due 2010, rated
      Ba3

   -- $250 million guaranteed senior unsecured notes, due 2012
      rated B1

   -- $400 million guaranteed senior subordinated notes due 2014
      rated B2

Speculative Grade Liquidity rating rated SGL-2

The outlook is stable.

The Ba3 senior implied rating reflects:

   (a) the company's high debt level (pro forma for the
       transaction),

   (b) the commodity focus and associated pricing volatility of
       the company's core paper and forest products,

   (c) the significant competitive pressures in the paper and
       forest products industry, steadily increasing input
       costs, and

   (d) the uncertainty in regards to the planned monetization of
       timberlands.

However the ratings also reflect Boise's relatively good market
position in:

   (a) several of its products,

   (b) improved operating performance in manufactured wood
       products in 2004,

   (c) an improving pricing outlook for the company's paper
       products,

   (d) relatively good liquidity, and

   (e) a trend towards a higher mix of more value added
       products.

The ratings also incorporate the sizeable amount of contributed
equity and the benefit provided by various agreements between
Boise and OfficeMax as part of the pending transaction.

Madison Dearborn Partners -- MDP -- is acquiring the paper,
building products, distribution, and timber operations of Boise
Cascade Corporation for approximately $3.63 billion (excluding
fees, expenses, and purchase adjustments).  The acquisition will
be funded with approximately $3.2 billion in debt and contributed
equity of $440 million from MDP and Boise management and $175
million from OfficeMax.

Boise's products will include:

   * uncoated free sheet (UFS),
   * containerboard,
   * newsprint, and market pulp (Paper Solutions),
   * engineered wood products (EWP),
   * plywood, and industrial lumber (Building Solutions
     Manufacturing); distribution (Building Solutions
     Distributions), and
   * timberlands.

Boise estimates it is the fourth largest producer of UFS in North
America with 9.9% of the market and although commoditization and
industry over capacity has lead to a difficult competitive
environment for UFS, the company continues to shift its focus
towards more value added products such as specialty papers.  Boise
currently produces about 374,000 tons of specialty paper, which
accounts for approximately 27% of production.  The paper segment
should also benefit from OfficeMax's agreement to purchase from
Boise, at market prices, its full requirement for white paper for
eight years with the potential for a four year phase down period
thereafter.  The Additional Consideration Agreement also calls for
OfficeMax to pay Boise $710,000 for every dollar that annual
average market prices for cut-size paper are below $800/ton and
for Boise to pay OfficeMax the same consideration for every dollar
above $920.  This agreement would have generated an additional $40
million in cash flow if it were in place for the twelve months
ended June 2004.

A more value added focus in the building solutions manufacturing
segment with EWP, such as LVL and wood I-joists, should also help
to mitigate margin deterioration going forward. Boise believes its
North American market position for EWP to be approximately 20%.

As part of the transaction Boise will also acquire 2.2 million
acres of timberlands with a recent appraisal value range of $1.5
billion to $1.9 billion.  Management intends to monetize these
timber assets over the near to medium term with the proceeds used
to reduce debt.  Under the proposed bank agreement any proceeds
from the sale of timber properties will first be used to repay the
term loan C and with no less than 50% of any proceeds in excess of
$1.65 billion going to the term loan B and up to 50% to equity
holders subject to meeting certain pro forma consolidated leverage
tests.  Leverage will be substantial following the acquisition,
with pro forma Debt to adjusted EBITDA of over six times for the
twelve months ended June 2004. Although the company expects to
monetize timberland to repay secured debt, the ultimate level of
debt reduction will largely be driven by the timing of timberland
sales, which remain uncertain.

In addition, despite a shift to more valued added products, the
recent improvement in operating performance was largely driven by
significantly higher pricing for more commodity type products such
as plywood, lumber, and particleboard as the residential
construction market continues to remain strong.  Prices and
volumes for the majority of Boise's products have been flat to
slightly declining for the past three years and only in the first
half of 2004 have prices for the majority of EWP and commodity
wood products improved.

Operating margins also remain under pressure as higher energy and
raw material costs remain persistently high.  Boise is largely
dependent on external sources for the majority of its energy needs
and although the majority of its energy requirements are
contracted, pricing remains market based.  Costs will also
increase in proportion to the monetization of timberlands as Boise
supplied approximately 47% of its wood needs internally.  Boise
also faces considerable competition in most of its markets from a
number of companies, some of which are larger and possess greater
financial flexibility.  Boise competes with companies that include
International Paper, Weyerhaeuser, Georgia Pacific and Smurfit
Stone in the paper segment and Weyerhaeuser, Louisiana Pacific,
and Georgia Pacific for building products.

The Ba3 senior secured debt rating reflects the value of the
collateral securing the bank debt, but also incorporates the
sizeable amount of secured debt to total debt (approximately 80%
at the close of the transaction), which indicates the risk
attributable to senior secured lenders will not be significantly
different from the risk associated with the senior implied rating.  
The bank debt benefits from a first priority security interest in
all tangible and intangible assets and unconditional joint and
several guarantees from the entire restricted group of companies.  
The restricted group includes all companies with the exception of
two special purpose vehicles -- SPV -- that will issue the timber
installment notes to the seller.

The B1 senior unsecured and B2 senior subordinated ratings both
benefit from the same guarantees provided to the bank lenders,
which are unconditional and joint and several.  However, the B1
senior unsecured rating also incorporates the existence of
effective subordination to a significant amount of secured debt
while the subordinated notes are contractually subordinated to
both secured and senior unsecured debt.

The SGL-2 speculative grade liquidity rating reflects Moody's
opinion that Boise will possess good liquidity over the following
12 months.  Moody's expects the company will be able to fund all
cash needs, with the exception of extraordinary capex, from
internal sources, although free cash flow levels will be modest.  
However, Moody's does not anticipate any covenant restrictions in
regards to revolver borrowings over the next twelve months.  
Revolver credit facility borrowings are expected to be $49 million
with an additional $84 million of letters of credits following the
transaction resulting in availability of approximately $200
million.  The SGL-2 rating also incorporates the absence of any
alternate source of available liquidity, with all tangible and
intangible assets of the company encumbered by the bank revolver.

The stable outlook reflects Moody's expectations that Boise's
credit metrics and liquidity will improve significantly over the
near term, due to improved pricing, better product mix, and the
associated debt reduction from the sale of timberlands.  Moody's
anticipates leverage moderating towards the four times level with
coverage exceeding three times and retained cash flow (before
working capital) to total debt in the mid-teens, while liquidity
remains good.  Factors that would positively impact the ratings
would be a sustained improvement in credit metrics due from the
achievement of anticipated cost savings and operational
improvements, or a longer term improvement in the pricing outlook
for the majority of its products.  However, deterioration in
operating performance or persistently high debt levels would
negatively impact the ratings and/or outlook.

After the transaction closes, all paper, building products and
distribution assets will be held in separate operating
subsidiaries that will be wholly owned by Boise, while the
timberlands will be at a subsidiary that will be owned by a
separate and distinct holding company, Boise Land & Timber Corp.  
These two holding companies, Boise and Timber Corp., will be owned
by two additional holding companies which in turn will be majority
owned by Forest Products Holdings, LLC, a company majority owned
by MDP.

The proposed notes will be offered and sold in a privately
negotiated transaction without registration under the Securities
Act of 1933, under circumstances reasonably designed to preclude a
distribution in violation of the Act.  The issuance has been
designed to permit resale under Rule 144A.

Boise Cascade, LLC, headquartered in Boise, Idaho, is an
integrated manufacturer of wood and paper products, and a major
distributor of building materials.


BORDEN CHEM: Bakelite Acquisition Plan Spurs S&P's 'B+' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating and other ratings for Borden Chemical Inc. on
CreditWatch with negative implications, citing the company's
announcement of a sizable acquisition.

Columbus, Ohio-based Borden Chemical has over $850 million of
total debt outstanding.

"The CreditWatch placement follows the company's announcement of
an agreement to acquire Bakelite AG from Rutgers AG," said
Standard & Poor's credit analyst Peter Kelly.

Germany-based Bakelite had sales in 2003 of $610 million. The
purchase price is within the range of ?175 million to ?200
million, subject to certain adjustments.  The transaction is
subject to regulatory reviews and is expected to close in the
first half of 2005.

The proposed combination would be a meaningful strategic
initiative for Borden, as it would broaden the company's product
portfolio and technology base, and expand the company's end market
and geographic diversification.

On a pro forma basis, Borden will have sales of almost
$2.1 billion.  The company expects to finance the transaction with
cash and additional borrowings.

Standard & Poor's will meet with Borden management to review the
acquisition and the company's business and financial strategies.
Attention will be paid to the strength of the businesses being
acquired, the financial profile of Borden pro forma for the
acquisition, and the company's commitment to improving credit
protection measures.  A review could result in a modest downgrade
or, if the strategic and financial benefits of this transaction
are compelling, an affirmation of the existing ratings.

Borden Chemical is a leading producer of formaldehyde-based
thermosetting resins for the forest products industry, as well as
resins for industrial applications.


BUSH INDUSTRIES: Hires Miller Mathis as Valuations Adviser
----------------------------------------------------------         
The U.S. Bankruptcy Court for the Western District of New York
gave Bush Industries, Inc., permission to employ Miller Mathis &
Co., LLC, as its valuation advisors and experts.

Miller Mathis will:

    a) review and analyze the Debtor's assets and the operating
       and financial strategies of the Debtor;

    b) review and analyze the business plans and financial
       projections prepared by the Debtor, including the testing
       of  assumptions and comparing those assumptions to
       historical and industry trends;

    c) review and analyze the Debtor's assets and operating
       projections to ascertain a value for the Debtor's
       operation and its assets;

    d) determine a range of values for the Debtor and any
       securities that the Debtor offers or proposes to offer to
       the Debtor's creditors in connection with a Plan of
       Reorganization;

    e) participate in hearings before the Bankruptcy Court
       relating to proposed transactions for a plan of
       reorganization and provide relevant testimony for the plan;
       and

    f) render other valuation advisory services as the Debtor may
       request.

H. Sean Mathis, Managing Director at Miller Mathis, discloses that
the Firm received a $100,000 advisory fee.  The Firm has been paid
a $50,000 advance payment, while the remaining $50,000 balance
will be paid upon completion of the Firm's assignment to the
Debtor.

Mr. Mathis adds that Miller Mathis will bill the Debtor an
additional fee of $15,000 in the event the Firm is required to
testify in depositions or in Court with regard to its expert
opinion.

Miller Mathis does not have any interest adverse to the Debtor or
its estate.

Headquartered in Jamestown, New York, Bush Industries, Inc., --
http://www.bushindustries.com/-- is engaged in the manufacture   
and sale of ready-to-assemble furniture under the Bush, Eric  
Morgan and Rohr trade names and production of after market  
accessories for cell phones.  The Company filed for chapter 11  
protection on March 31, 2004 (Bankr. W.D.N.Y. Case No. 04-12295).  
Garry M. Graber, Esq., at Hodgson Russ LLP, represents the Debtor  
in its restructuring efforts.  When the Company filed for  
protection from its creditors, it listed $53,265,106 in total  
assets and $169,589,800 in total debts.


CHOICE ONE: S&P Rating Tumbles to D After Bankruptcy Filing
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Rochester, New York-based competitive local exchange carrier
Choice One Communications Inc. to 'D' from 'CCC-', following the
company's filing for prepackaged Chapter 11 bankruptcy.

Choice One's difficulties stemmed from a combination of
aggressive leverage and the weak fundamentals of the CLEC
business:

   -- the commodity nature of services, and
   -- intense competition

At the time of the bankruptcy filing, total debt was about
$656 million (about $686 million after adjusting for operating
leases).  The reorganization plan calls for converting a
substantial portion of the debt into common stock.


CANWEST MEDIA: Affiliate Launches Hollinger Trust Debt Offering
---------------------------------------------------------------
CanWest Media Inc., a wholly-owned subsidiary of CanWest Global
Communications Corp. said an affiliate of CanWest has commenced an
offer to exchange a new series of 8% Senior Subordinated Notes due
2014 for any and all of the outstanding 12-1/8% Senior Notes due
2010 issued by Hollinger Participation Trust. The New Notes will,
following settlement of the exchange offer and related
transactions, be obligations of CanWest, ranking equally in right
of payment with CanWest's existing and future senior subordinated
unsecured debt.

The exchange offer will expire at 5:00 p.m., New York City time,
on Nov. 15, 2004 (subject to extension). Tenders of Trust Notes
may be withdrawn at any time prior to 5:00 p.m., New York City
time, on Nov. 5, 2004 (subject to extension). The exchange offer
will be settled on the third business day following the expiration
date or as soon as practicable thereafter.

In the exchange offer, holders of Trust Notes are being offered
US$1,200 principal amount of New Notes for each US$1,000 principal
amount of Trust Notes validly tendered and accepted for exchange.
US$30 principal amount of the New Notes offered for each US$1,000
principal amount of Trust Notes exchanged constitutes an early
tender payment that will only be paid with respect to Trust Notes
validly tendered prior to Oct. 29, 2004 (subject to extension). No
additional payment will be made in respect of any accrued and
unpaid interest on the Trust Notes accepted for exchange.

Holders of Trust Notes that tender in the exchange offer will be
required to grant consents and instructions authorizing certain
amendments to the trust agreement governing the Trust Notes and to
the indenture governing the Fixed Rate Subordinated Debentures due
2010 of 3815668 Canada Inc. (in which the Trust holds a
participation interest). As a result of these instructions and
consents, it is anticipated that immediately following the
completion of the exchange offer, if successful, the Trust will be
wound up and liquidated and holders of Trust Notes that have not
been tendered and accepted in the exchange offer will receive a
final cash distribution from the Trust equal to the par value of
their Trust Notes plus accrued interest.

In addition, concurrently with the exchange offer, CanWest intends
to offer additional New Notes in a placement for cash pursuant to
Rule 144A and Regulation S under the Securities Act of 1933, as
amended. CanWest intends to enter into a purchase agreement for
the cash offering shortly following the deadline for withdrawal of
tenders in the exchange offer and to settle the cash offering on
the same day as the exchange offer.

Consummation of the exchange offer is subject to a number of
conditions, including the receipt of valid and unrevoked tenders
and consents representing more than 66-2/3% in aggregate
outstanding principal amount of the Trust Notes. In addition, the
successful completion of the cash offering and obtaining all
necessary waivers and/or consents under existing credit facilities
to permit the issuance of the New Notes are conditions to
settlement of the exchange offer.

The offering of the New Notes in the exchange offer is only made,
and copies of the exchange offer documents will only be made
available to, holders of Trust Notes that have certified certain
matters including their status as "qualified institutional buyers"
or non "U.S. persons", as such terms are defined in accordance
with Rule 144A and Regulation S under the U.S. Securities Act,
and, if resident in Canada, as to certain matters confirming their
eligibility to acquire New Notes in accordance with an exemption
from the registration and prospectus requirements of applicable
Canadian provincial or territorial securities laws. Copies of the
certification and the offering documents can be obtained from the
information agent, Global Bondholder Services Corporation, at 866-
470-3900 or 212-430-3774.

The New Notes have not been and will not be registered under the
U.S. Securities Act or any state securities laws. Therefore, the
New Notes may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the U.S. Securities Act and any applicable state
securities laws. The New Notes have not been and will not be
qualified for sale under the securities laws of any province or
territory of Canada. Therefore, any transfer or resale of the New
Notes in Canada, or to, from or for the account of any person
resident in Canada, will be subject to restrictions under
applicable Canadian provincial or territorial securities laws.

                        About the Company

CanWest Media, the holding company for CanWest Global
Communications ' entertainment assets, has operations in
television broadcasting, newspapers, radio broadcasting, cable
channels, and Internet websites. The company has interests in
Canada, Australia, New Zealand, Northern Ireland and the Republic
of Ireland.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 1, 2004,
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating and '2' recovery rating to Winnipeg, Man.-based CanWest
Media Inc.'s C$911 million senior secured term E loan due
August 2009. The loan is rated the same as the long-term
corporate credit rating. The '2' recovery rating indicates the
expectation of a substantial recovery of principal (80%-100%) in
the event of a default or bankruptcy. At the same time, Standard
& Poor's affirmed its 'B+' long-term corporate credit rating on
CanWest Media. The outlook is stable.

Proceeds from the new term E loan were used to repay CanWest
Media's previous term D loan. The company had about C$2.3 billion
in total debt outstanding at May 31, 2004.

"The ratings on CanWest Media reflect its weak credit measures,
high debt leverage, and competitive operating environment," said
Standard & Poor's credit analyst Lori Harris. These factors are
partially offset by the company's leading Canadian market position
and business diversity afforded by its newspaper publishing and
television broadcasting assets, which alleviates the effect of the
advertising revenue and newsprint price cycles.


CHOICE ONE: Hires Financial Balloting as Special Noticing Agent
---------------------------------------------------------------
Choice One Communications Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York for
permission to employ Financial Balloting Group LLC as their
noticing agent.

Financial Balloting's retention will be limited to the
distribution of notices to the Debtors' Senior Lenders, the
Subordinated Noteholders and holders of any debt and equity
interests required as part of the confirmation process to their
Plan of Reorganization.  The Debtors estimate that they have about
8,500 stockholders.

Jane Sullivan, Executive Director at Financial Balloting, will be
the primary individual who's responsible for handling the Debtors'
notices.

Choice One will pay Financial Balloting:

     a) $0.50 - $0.65 per holder of debt or equity securities;

     b) $1.75 - $2.25 per Disclosure Statement mailing; and

     c) $3,500 for mailings to street name holders of public
        equity securities.

Professionals at Financial Balloting will charge the Debtors these
hourly rates:

          Designation                Rate
          -----------                ----
          Executive Director         $375
          Director                   $325
          Senior Case Analyst        $275
          Staff Assistant            $200

According to Ms. Sullivan, Financial Balloting does not hold or
represent any interest adverse to the Debtors' estates.

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: Needs to Access $20 Mil. of DIP Financing
-----------------------------------------------------
Choice One Communications, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York for
permission to enter into a Postpetition Credit Agreement with a
group of lenders led by General Electric Capital Corp. acting as
the administrative agent, and a Postpetition Swap Agreement with
the Wachovia Bank, N.A.

The Debtors need the financing to fund their day-to-day operations
including the payment of wages and other employee benefits, and
the acquisition of supplies and equipment that are vital to their
businesses as well as payment of certain costs relating to their
chapter 11 cases.

The Debtors submit that they don't have sufficient available
sources of working capital and financing to carry on the
operations of their businesses without postpetition financing.

The absence of postpetition financing at this time will result in
immediate and irreplaceable loss of business, jeopardizing the
Debtors' restructuring efforts and their ability to preserve the
value of their estates.

               Prepetition Secured Credit Agreement

Under a Prepetition Secured Credit Agreement, a group of lenders
led by GE Capital, together with Wachovia, provided the Debtors
with loans and advances, and other financial accommodations to
fund their operations.

The parties entered into an interest swap transaction in the
notional amount of $125 million with respect to specified fixed
and floating rate payments effective February 8, 2001, and
terminating on February 8, 2006.

As of the Petition Date, the Debtors owe an aggregate principal
amount outstanding of approximately $410 million plus interest and
fees.  The Debtors are also obligated under the Subordinated Notes
for $250 million plus accrued and unpaid interest.

All of the cash and cash equivalents held and anticipated to be
received by the Debtors in the ordinary course of business
constitute cash collateral to the prepetition financing parties.

During the first semester, the Debtors were unable to make certain
payments due under the Prepetition Credit Agreement constituting
events of default.  

As a result, the Lenders and the Debtors entered into a Lock Up
Agreement on August 31, 2004.  Under the Agreement, the Lenders
will forebear from exercising their rights under the Prepetition
Credit Agreement and support the restructuring efforts of the
Debtors.  The Agreement will terminate if within five business
days after the Petition Date, the Debtors will not be able to
obtain interim Court approval of the postpetition financing.

                   Postpetition Credit Agreement

The Postpetition Credit Agreement provides for a $20 million
revolving credit facility.  To secure all of the Debtors'
obligations to the postpetition financing parties, valid,
enforceable and fully perfected security interests in liens and
mortgages will be granted.    

                    Postpetition Swap Agreement

The Postpetition Swap Agreement between the Debtors and the
Wachovia Bank enables the financial arrangement to "pass-through"
as a post-confirmation agreement where valid, effective and
enforceable post-confirmation liens and security interests remains
the same as the prepetition liens.

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.


CORAM HEALTHCARE: Judge Walrath Confirms Chapter 11 Trustee's Plan
------------------------------------------------------------------
The Honorable Mary F. Walrath confirmed the Second Amended Plan of
Reorganization proposed by Arlin Adams, the Chapter 11 Trustee
overseeing the restructuring of Coram Healthcare Corp. and Coram,
Inc.  Judge Walrath overruled most of the objections raised by the
Official Committee of Equity Security Holders, led by Sam Zell,
who wanted a competing plan of reorganization confirmed.  

A full-text copy of Judge Walrath's 65-page Opinion confirming the
Trustee's Plan is available at no charge at:

      http://www.deb.uscourts.gov/Opinions/2004/Coram_10504.pdf

After considering the "divergent evidence" presented at the
Confirmation Hearing valuing the Debtors between $150 and $376
million, Judge Walrath concludes that the value of the Debtors is
less than $317 million.  

The economic highlights of the Trustee's Plan are:

     (A) In exchange for a $56 million contribution to
         Coram's estate, Coram's Noteholders will obtain
         a full release of all claims against them and
         receive 100% of the equity in Reorganized Coram;

     (B) Coram's unsecured creditors receive payment in
         full, in cash, with post-petition interest,
         funded by litigation proceeds from estate claims
         against Dan Crowley, certain outside directors
         and PricewaterhouseCoopers;

     (C) Reorganized Coram retains $10 million of working
         capital; and

     (D) Old Equity is cancelled and Old Shareholders will
         receive a $40 cash payment and any amount left
         over from the litigation proceeds used to pay
         unsecured creditors.

Judge Walrath denied confirmation of two plans 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.  

Judge Walrath also declined to approve some releases called for in
the Trustee's plan.  

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 &
Weintraub, represent the Debtors.  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 the Equity Committee led by Sam Zell.  Michael Cook,
Esq., at Schulte, Roth & Zabel, represents Cerberus Capital, L.P.,
the target of RICO and other claims asserted by the Equity
Committee.


COSAN S.A.: Moody's Assigns Ba3 Rating on $150M Guaranteed Notes
----------------------------------------------------------------
Moody's Investor Service assigned the ratings for Cosan S.A.
Industria e Comercio:

   -- US$ 150 million in Guaranteed Senior Unsecured Notes due
      2009: Ba3

   -- Global Local Currency Scale Issuer Rating: Ba3

   -- Global Local Currency Scale Senior Implied Rating: Ba2

   -- Brazilian National Scale Issuer Rating: Baa1.br

   -- Brazilian National Scale Senior Implied Rating: A1.br

The rating outlook is stable.

This is the first time that Moody's assigned a rating for Cosan,
Brazil's largest sugar and alcohol producer.  The assigned ratings
assume that Cosan will receive proceeds of at least
US$ 150 million from its proposed issuance of Guaranteed Senior
Unsecured Notes due 2009 and use such proceeds to amortize
existing secured debt obligations.

The assigned ratings reflect:

   (a) Cosan's large scale and world low-cost-producer position,

   (b) the fact that approximately 60% of the company's revenues
       are from exports,

   (c) management's conservative approach to hedging its future
       sugar sales and

   (d) the company's adequate debt protection measurements over
       a normal sugar and ethanol pricing cycle.

The assigned ratings also reflect Moody's view that, over the long
term, Cosan should benefit from demographic trends leading to
increased per capita consumption of sugar in emerging market
countries, which are the largest importers of sugar.  Finally, the
assigned ratings reflect Moody's expectation that Cosan will post
a significant reduction in capital expenditures in 2004/2005 due
to the conclusion of major investments at its Da Barra mill,
resulting in a level of capital expenditures largely in line with
its depreciation expense.

However, the ratings also consider:

   (a) the above-average historical volatility of sugar prices,
       when compared to other commodities,
   (b) Cosan's lack of diversification, given that sugar and
       ethanol prices have remained highly correlated,

   (c) the company's higher effective leverage when Cosan's land
       leases are capitalized,

   (d) Cosan's relatively small size in terms of revenues, when
       compared to international industry peers and acquisition
       risk in the fragmented Brazilian sugar industry.

Moody's is concerned that the company could financially overextend
itself to make an acquisition that it deems to be strategic,
especially if such an acquisition were to be followed by a period
of below-expected sugar prices.  This risk is mitigated by Cosan's
disciplined approach to acquisitions, its track record for
successful acquisitions and the expectation that the risk of
future acquisitions may be shared with equity investors and
international strategic partners.

Moody's believes that the large scale of the Brazilian Central
South region sugar industry, along with its low-cost-producer
position, expansion potential and unregulated nature, has
transformed it into the leading price-maker in the international
sugar market, allowing it to significantly influence world free
market sugar prices.  The cost advantage of Brazil's Central South
region is based on the proximity of mills to the sugar cane
plantations, the large size of its mills, advantages related to
soil quality and climate and better capacity utilization rates
resulting from the large ethanol market in Brazil.

The ratings additionally consider that more than 70% of Cosan's
total debt is secured in nature, primarily collateralized by sugar
cane inventories.  In analyzing Cosan's debt structure, Moody's
considered management's intention to reduce secured debt to a
level of less than 20% of total debt over the 12-18 month period
subsequent to the note issuance by using the proceeds from the
rated issuance to amortize existing secured obligations and by
refinancing existing secured debt with senior unsecured
obligations.  In addition, Moody's believes that the loss
expectation for Cosan's secured and senior unsecured creditors
would not be significantly differentiated, due to the difficulty
of transporting perishable sugar cane to another mill.

The Ba3 foreign currency rating, a function of Cosan's Ba2 senior
implied global local currency rating, reflects the company's
operating strengths and position in the Brazilian sugar market,
but also incorporates the element of convertibility risk, or the
likelihood that the Brazilian government might declare a general
debt moratorium to counter a foreign currency crisis.  The foreign
currency bond rating considers the probability of a sovereign
foreign currency default implied by the governments B1 foreign
currency bond rating and the likelihood that, in the event of such
a default, the government would impose a general foreign currency
payments moratorium.  Considered in Cosan's Ba3 foreign currency
rating is the possibility that Cosan, as a major exporter with
significant foreign currency revenues, might be exempt from a
corporate debt moratorium, if such a moratorium were to be
imposed.  The Ba3 rating also reflects the guarantees provided by
Cosan's operating subsidiaries, Usina de Barra S.A. -- Acucar e
Alcool (guarantees 100% of principal) and FBA -- Franco Brasileira
S.A. Acucar e Alcool (guarantee limited to 20% of principal).

The Ba3 and Baa1.br issuer ratings refer to the risk of debt
issued by Cosan without a guarantee from the operating company
subsidiaries.  The issuer ratings are principally constrained by
structural subordination caused by the significant percentage
(approximately 35-40%) of total debt and cash flow located at
Cosan's operating subsidiaries.  Moody's expects that operating
subsidiary creditors would have to be satisfied before Cosan's
senior unsecured creditors could realize any value from subsidiary
cash flow or assets.

The stable outlook is based upon Moody's expectations that Cosan
will maintain a competitive cost position and continue to post
strong retained cash flow in relation to its indebtedness, even if
sugar prices remain near the depressed levels posted during the
2003/2004 harvest.  The outlook also assumes that retained cash
flow will remain strong because of the controlling shareholder's
intention to receive only the minimum level of dividends required
by Brazilian corporate law (25% of adjusted net income).  Finally,
the outlook incorporates Moody's expectation that Cosan will
reduce its level of secured debt to a level of 15-20% of total
debt during the 12-18 month period following the note issuance.

Cosan's ratings or the outlook could be raised if the company is
able to increase its scale without deterioration in expected debt
protection measures and benefit from a reduced level of
correlation between sugar and ethanol prices, resulting in a more
diversified sales base.  This reduced level of correlation could
be driven by increased sales of hydrous alcohol directly to fuel
distributors, which is more likely to be correlated with petroleum
prices than anhydrous alcohol, which is sold to refiners to be
blended with gasoline.  An improvement in the ratings or the
outlook could also result from a significant increase in the
percentage of total world sugar production that trades in
unregulated markets and a resulting sustainable decrease in price
volatility (currently approximately 30% of sugar production is
sold in the unregulated market).

However, Cosan's ratings or the outlook could be lowered if:

   * Cosan's cost position deteriorates,

   * its exports reduce as a percentage of sales, or

   * the company initiates an aggressive expansion or
     acquisition program that results in increased leverage.

A lowering in the ratings or the outlook could also result from a
change in Moody's expectation with regard to the secured debt
component of Cosan's capitalization, with a higher level of
secured debt than expected or the commitment of a significant
level of non-sugar cane assets for collateral.

During the year ending April 30, 2004, Cosan had consolidated net
revenues of R$ 1.6 billion, up 16% from the previous year, with an
operating margin of 15.1%.  Retained cash flow of R$ 263 million
was equal to 27% of total debt, while EBIT coverage of net
financial expenses was 1.7x.  The company had total adjusted debt
of R$ 987 million, not including self-liquidating PESA (special
program for asset recovery) obligations.  The PESA financing was
originated when the Brazilian federal government guaranteed
agricultural financing, as part of its policy of withdrawing
subsidies for the agricultural sector in the 1990's. The maturity
date of the financing was changed to 2018/2020 and agricultural
producers received federal government notes with a present value
equal to the refinanced debt.

Cosan S.A. Industria e Comercio, headquartered in Sao Paulo,
Brazil, crushed more than 26 million tons of sugar cane in
2003/2004 in twelve mills located in the Central South region of
Brazil, with sugar production of 2.2 million tons and alcohol
production of 851 million liters.


COUNTRYWIDE HOME: Moody's Places Ba2 Rating on Class B-3
--------------------------------------------------------
Moody's Investors Service assigned a rating of Aaa to the senior
certificates issued in the Countrywide Home Loans Mortgage Pass-
Through Trust Series 2004-HYB6 securitization of an Alt A quality,
hybrid adjustable-rate mortgage loans.  Moody's also assigned a
rating of Aa1 to the Class A-4 senior certificates of the same
transaction.  In addition, ratings ranging from Aa2 to Ba2 were
assigned to subordinate certificates in the transaction.

Tamara Zaliznyak, a Moody's analyst, said the ratings are based
on:

   (a) the credit support provided through subordination,

   (b) the integrity of the cash flows, and

   (c) the legal structure, as well as Countrywide's ability as
       the master servicer of mortgage loans.

The pool of loans backing Series 2004-HYB6 transaction consists of
30-year hybrid adjustable rate loans which pay fixed interest
rated for the first 60 months and then adjust based on a specific
index.  The loans secured by first liens on one- to four-family
residential properties.

The credit characteristics of the underling loans are of an Alt A
quality.  The pool has weighted average FICO score of 707 and
weighted average LTV of 74.62%.  Two-four family homes represent
about 2.5% of the total pool, while second homes and investment
properties represent about 3.5% and 4.09% respectively.  The high
percentage of loans with reduced or no documentation (more than
70%) is typical for Alt A pools.

About 7.4% of the loans have average balance above one million.
The high balance loans could experience higher loss severities in
the event of default because these properties are less liquid,
especially under the stressed economic environment

Interest only loans represent about 82%.  The high percentage of
IO loans is typical for Countrywide's hybrid pools.  These loans
require monthly payments of only accrued interest for the first
three, five or seven years respectively.  The risk associated with
such loans is higher since these loans have no scheduled
amortization through their initial interest period.  However, as
interest only period approaches its end, these loans might be
refinanced to avoid higher monthly payments to fully amortize the
loan.

The transaction incorporates a "super senior" structure within its
senior classes.  Class A-4 (mezzanine senior class) will take loss
priority over its respective super-senior classes Class A-1, Class
A-2 and Class A-3.  The incremental risk posed by an increase in
severity to Class A-4 certificates (due to their small size) was a
consideration in the Aa1 rating of those certificates.

Countrywide Home Loans Servicing LP will be the master servicer of
the mortgage loans.  Countrywide is considered to be a highly
capable servicer of prime quality mortgage loans.  Countrywide
Home Loans Servicing LP was established by Countrywide in February
2000 to service loans originated by Countrywide. Moody's assigned
Countrywide Home Loans Inc. servicer rating of SQ1.  Moody's
highest servicer rating for servicing Prime/Alt-A loans.

The complete rating actions are as follows:

Seller: Countrywide Home Loans, Inc.

Depositor: CWMBS, Inc.

Issuer: CHL Mortgage Pass-Through Trust 2004-HYB6

   -- $22,500,000 Class A-1, rated Aaa
   -- $450,000,000 Class A-2, rated Aaa
   -- $75,000,000 Class A-3, rated Aaa
   -- $19,182,000 Class A-4, rated Aa1
   -- Interest Only Class X, rated Aaa
   -- $100 Class A-R, rated Aaa
   -- $14,243,000 Class M, rated Aa2
   -- $9,697,000 Class B-1, rated A2
   -- $5,757,000 Class B-2, rated Baa2
   -- $2,727,000 Class B-3, rated Ba2


CROWN CENTRAL: Moody's Junks Ratings to Ca with Negative Outlook
----------------------------------------------------------------
Moody's downgraded Crown Central Petroleum Corporation's ratings
and left the outlook negative.  The downgrade reflects Crown's
substantially weakened earnings power and less than adequate asset
cover for the bonds that resulted from asset sales which included
everything except the company's two refineries.  While the retail
and terminal asset sales generated substantial cash and refining
margins over the first half of the year were robust, ongoing
operational needs, particularly working capital needed to fund
increasingly higher-cost crude supplies have increased
significantly Crown's cash requirements.

The downgrade also reflects the significant underfunded status of
the company's pension plan, which may have a priority claim on the
company's cash.  The eventual funding of the pension plan could
use a significant portion of available cash before any redemption
of the bonds occurs.

The Ca ratings also reflect the low to high ranges of potential
values that could be realized for the refineries when they are
finally sold.  The company is still in the process of trying to
sell its Pasadena and Tyler refineries, and could have the sales
completed over the next two quarters.  However, even if sold and
in light of the claim by the Pension Benefits Guaranty Corporation
to fund the company's underfunded pension plan, the timing of the
sales are uncertain and the eventual values realized are highly
unlikely to cover the original par value of the notes by
themselves and would need to be supplemented by whatever cash
balances and net working capital is available at the time the
bonds are redeemed.

The Pension Benefits Guaranty Corporation (which operates the
federal insurance program for defined benefits plans) has
contacted Crown regarding the under-funded status of its pension
plan as it continues to unwind the business.  At Dec. 31, 2003,
the plan was reportedly underfunded by approximately $56.7 million
under GAAP accounting.  However, the Pension Benefits Guaranty
Corporation notified Crown that its calculations of a contingent
unsecured claim against Crown is very substantially higher
(approximately $121 million), based on its terminated status
calculation.  While this situation is still being resolved, the
Pension Benefits Guaranty Corporation settlement could usurp a
significant amount of cash, bringing into question the portion of
refinery sale proceeds that would be relevant to the bonds.

The negative outlook reflects:

     (i) the current credit trends, highlighted by the reduced
         earnings and cash flow generating capabilities of Crown
         owing to asset sales,

    (ii) the increasing liquidity needs to fund throughput
         supplies during a period of historically high crude oil
         prices, and

   (iii) the inherent volatility in refining margins.

Moody's ratings actions for Crown are as follows:

   * Downgraded to Ca from Caa2 - Crown's senior implied rating.

   * Downgraded to Ca from Caa3 - Crown's $125 million 10.875%
     senior unsecured notes due 2005

   * Downgraded to Ca from Caa3- Crown's senior unsecured issuer
     rating

Crown's liquidity situation had initially benefited from asset
sales.  However since June 30, 2004, when the company reported
approximately $100 million of cash on hand, the increasing cost of
throughput oil and the company's decision to prepay for its
supplies with cash has effectively caused most of the cash to be
tied up in working capital.  Moody's recognizes that by using cash
to prepay for crude supplies, the company has limited its reliance
on the secured credit facility (approximately $9 million of L/C
usage), leaving the remaining $66 million of the credit facility
free for backup liquidity.  However, with the continued rise in
crude oil prices to historical highs and the credit facility
maturing on December 1, 2004, with another extension likely to
depend on the progress made towards the completion of the refinery
sales, liquidity could be strained.

Operationally, Crown actually showed an operating profit for the
first half of 2004 based on the surprising strength of refining
margins during the quarter.  However, despite continued strong
margins and substantial cash balances from asset sales, Crown is
currently only operating its Tyler refinery for its own account
while entering into a processing agreement for 100% of Pasadena's
capacity through December 1, 2004.  Notwithstanding the
opportunity cost of foregoing robust margins which have remained
solid this year, this processing agreement has resulted in Crown
not having to purchase its own crude to run through Pasadena,
thereby reducing some working capital needs while covering the
unit's cash operating costs and providing a modest positive cash
flow.  Conversely, the Tyler refinery is running at near capacity
and reportedly generating positive cash flow, though its margins
may be squeezed and it could be a user of cash in lower margin
environments.

Crown Central Petroleum is headquartered in Baltimore, Maryland.


DII INDUSTRIES: Asks Court to Approve 9900 Westpark Sale Deal
-------------------------------------------------------------
KBR Technical Services, Inc., asks the United States Bankruptcy
Court for the Western District of Pennsylvania for permission to
enter into a Purchase and Sale Agreement for a real property
located at 9900 Westpark in Houston, Texas, with Boxer Property
Management Corporation.

The principal terms of the Agreement are:

    (a) Land and Improvements

        KBR Technical will convey to Boxer the property
        located at 9900 Westpark, in Houston, Texas.

    (b) Purchase Price

        On closing, Boxer will pay to KBR Technical $2,525,130 in
        cash, as purchase price for the Property.

    (c) Leaseback

        Boxer will leaseback the Property to Kellogg Brown & Root,
        Inc., for a six-month period at a $91,428 fixed base rent
        per month and will grant KBR an option to extend the lease
        for an additional 10-year term.

    (d) Liens, Claims, and Encumbrances

        All Property will be sold, conveyed, and assigned to Boxer
        at closing free and clear of all liens, claims, and
        encumbrances.  KBR Technical, at its own cost will be
        obligated to cure, remove, or insure by closing all
        judgment liens, mechanics' and materialmans' liens, and
        other monetary liens against the Property, other than the
        liens for taxes and assessments that are not delinquent.

    (e) As Is, Where Is

        Under the terms of the Agreement, Boxer has agreed that
        the sale of the Property will be on an "as is, where is"
        basis and has waived the benefit of any representations or
        warranties pertaining to environmental hazards or
        conditions related to the Property.

Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart, LLP, in New
York, relates that KBR Technical used the Property as additional
office space for its business operations.  Recently, KBR
Technical's management decided to consolidate its various business
operations and locations of operation, thus maximizing the
utilization of all of its office space and reducing unnecessary
overhead costs.  As a result, KBR Technical decided to sell the
Property and to relocate all employees and current business
operations related to the Property to its Clinton Drive and
Jefferson facilities.  KBR Technical's management believes that
this consolidation will accomplish the company's ultimate goal of
maximizing existing office space and will eliminate the undue
costs associated with operating an underutilized property.

The Property is not needed by KBR Technical for any of its own
present or anticipated future business purposes, and the Property
was not anticipated to add any strategic or monetary value to KBR
Technical's business operations.  The consummation of the
Agreement will benefit KBR Technical by allowing it to consolidate
its business operations and to eliminate the incurrence of
unnecessary and burdensome costs associated with operating the
underutilized Property.  In addition, the leaseback arrangement is
invaluable to KBR because it provides the company with much needed
additional time to complete certain projects and to relocate the
KBR employees that are performing specified duties on the
Property.  Accordingly, it makes good business sense for KBR
Technical to enter into the Agreement with Boxer with respect to
the Property.

Mr. Rich informs the Court that KBR Technical and Boxer are not
affiliated entities.  There has been no relationship between the
parties other than the negotiation of the terms of the Agreement
and this negotiation has been ongoing for over a two-month period.  
Once KBR Technical made the decision to sell the Property it
contacted a real estate brokerage firm to handle the marketing and
sale of the Property.  This process was consistent with sale and
marketing procedures that KBR Technical had historically
implemented in the sale of its real property.

KBR Technical pursued the consummation of the Agreement with Boxer
because it believed that the Agreement most effectively secured a
fair and reasonable price for the Property.  Boxer's purchase
price offer is the only offer received in connection with the sale
of the Property.  The sales comparables and recent market
statistics made available to KBR Technical reflected that the
purchase price offered by Boxer was consistent with the recent
sales of buildings within the same geographic region and that were
in similar structural condition.

Furthermore, KBR Technical believes that the purchase price for
the Property is fair because it reflected the virtually identical
price per square foot that was obtained in the recent sale of a
neighboring property also located at 9950 Westpark.

KBR Technical contends that it will be materially, adversely, and
irreparably impaired if its transaction with Boxer is not approved
and if the terms of the Agreement are not consummated.  In
particular, the costs of operating the underutilized Property will
continue to rise and will unduly drain KBR Technical's assets and
overburden its estate.

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)


DRESSER-RAND: Moody's Puts B3 Rating on $420 Million Sr. Sub. Debt
------------------------------------------------------------------
Moody's rated Dresser-Rand Group Inc.'s pending senior
subordinated notes, guaranteed solely by domestic subsidiaries,
and secured bank facilities.  In a leveraged acquisition, Dresser-
Rand Holdings LLC, through an intermediate holding company, will
acquire Dresser-Rand Group from Ingersoll-Rand for $1.2 billion
(includes $73 million of beginning cash) plus roughly $48 million
in transaction costs. Dresser-Rand Holdings is owned by private
equity funds managed by First Reserve Corp. Dresser-Rand Group is
a longstanding international services and manufacturing firm
serving the international turbine and compression needs of the oil
and gas production, gas processing and transmission, refining,
petrochemicals, and industrial processing sectors.  With a stable
outlook, we assigned the ratings:

   -- B3 on Dresser-Rand Group's pending $420 million of 10 year
      senior subordinated notes.

   -- B1 Senior Implied Rating and B2 Senior Unsecured Issuer
      Rating.

   -- B1 on Dresser-Rand Group's $300 million senior secured 5
      year bank revolver.

   -- B1 on Dresser-Rand Group's $400 million senior secured 7
      year term loan.

   -- SGL-3 Liquidity Rating.

Overall, the ratings are restrained by:

   (a) the execution and performance risk inherent to a
       leveraged high-multiple $1.250 billion acquisition of a
       services-dominated,

   (b) asset-light international business holding a very high
       $1 billion of pro-forma intangible assets and

   (c) goodwill.

Dresser-Rand Group will need to quickly show it can attain the
adjusted and forecasted earnings, cash flow, and liquidity power
estimated by First Reserve Corp. and used to underpin the
leveraged acquisition price tag.  This question should be resolved
over the next twelve months. The services side of the business now
generates substantially all of Dresser-Rand Group's reported
income.  While improving, manufacturing generated a first-half
2004 operating loss after overhead.

Dresser-Rand Group reported:

   (a) $63 million of 2002 EBITDA ($57 million, as adjusted per
       Dresser-Rand Group management, First Reserve Corp., and
       third party auditor estimates),

   (b) $58 million of 2003 EBITDA ($110 million, adjusted per
       above), and

   (c) $80 million of EBITDA in the twelve months ended
       June 30, 2004 ($138 million, adjusted per above).

Dresser-Rand Group holds only $93 million in fixed assets, roughly
$100 million of net working capital, excluding cash, and a very
large $1 billion of pro-forma intangible assets and goodwill.  We
do not expect significant fixed asset step-up.  As recently as
2000, IR acquired Halliburton's 51% of Dresser-Rand Group
(Halliburton acquired Dresser, Inc.) for $543 million and stepped-
up Dresser-Rand Group's fixed assets to the degree possible at
that time.

The ratings benefit from:

   (a) a degree of stability provided by after-market parts and
       services client alliances and mission critical natures of
       DRG products and services;

   (b) improving earnings and bookings trends;

   (c) improving margins aided by shifts in business mix;

   (d) supportive sector trends;

   (e) industry-seasoned management;

   (f) DRG's established role in the manufacturing and after-
       market servicing of an industry-leading installed base of
       high-end compressors and steam and gas turbines;

   (g) a $430 million cash equity cushion should DRG
       underperform its forecasts; and

   (h) the debt reduction bias embedded in the bank covenants.

Bank covenants limit capital spending to $20 million per year
unless permitted under accrued capacity under the Available
Investment Basket and debt and interest coverage covenants reduce
over time.

The ratings also benefit from:

   (a) modest capital spending needs;

   (b) liquidity deemed Adequate, per the SGL-3 rating;

   (c) comprehensive indemnifications provided by the seller and
       its reported full-funding of pension and retirement
       obligations;

   (d) a material degree of customer-funded working capital; and
   
   (e) that visible actual EBITDA appears to cover pro-forma
       interest, capital spending, and expected incremental
       working capital funding by at least 1.1:1.

Still, the degree to which EBITDA moves above modest reported
levels will drive how soundly the debt structure is covered by
asset and enterprise value and debt service is covered by cash
flow.

Specifically, the ratings are restrained by: Dresser-Rand Group's
need to demonstrate it can generate the significantly higher pro-
forma adjusted EBITDA levels projected by the sponsor; in
comparison, the low EBITDA reported as recently as 2003; a very
low proportion of tangible assets and correspondingly high amount
of debt relying on intangible asset values; a degree of
cyclicality, and a softening EURO.  Also, the petroleum sector is
several years into an up-cycle which may increase the odds of a
correction that could reduce oilfield services activity.

Notably, the notes face a material degree of structural
subordination but are notched two levels under the senior implied
rating.  The notes do receive senior subordinated guarantees from
Dresser-Rand Holdings and most U.S. subsidiaries, but non-
guarantors generated 115% of 2003 operating income (guarantors
generated a loss), 51% of 2003 revenue, and held 46% of Dresser-
Rand Group's assets.  Guarantors did swing to first-half 2004
profit, generating 84% of operating income which, itself, began
recovering from roughly break-even in first-half 2003.  If
Dresser-Rand Group roughly attains its adjusted earnings
expectations, and the guarantors continue generating a majority of
cash flow, the notes should remain two notches under the senior
implied rating rather than the three notches used for material
structural subordination of parent senior subordinated notes.

Pro-forma Debt/Actual EBITDA for the twelve months ended June 30,
2004 would be high at 10.25x, but substantially lower to the
degree Dresser-Rand Group's stand-alone results validate the
estimated EBITDA adjustments. Depending on Dresser-Rand Group's
stand-alone ability to validate the $138 million EBITDA estimate
for the twelve months ended June 30, 2004, Debt/EBITDA could then
be as low as in the range of 6x, Pro-forma Debt/Capital
approximates 66%.

Pro-forma EBITDA/Interest for the twelve months ended June 30,
2004 is no lower than 1.4x (based on actual reported EBITDA and
roughly $55 million of interest) and no higher than 2.47x (if
adjusted EBITDA of $138 million is valid).  Capital spending
burdens appear to be very modest.  Net of cash balances, First
Reserve Corp. is paying 14x actual EBITDA and 8.2x its estimate of
adjusted EBITDA for the twelve months ended June 30, 2004.

While we expect EBITDA to improve from actual results, time and
performance are needed to gauge the degree of upside DRG can
deliver post-acquisition.  In the first half ended June 30, 2004,
virtually all operating income came from the services business
while its new units manufacturing segment, improving from
operating losses, moved to roughly break-even.  In addition, prior
EBITDA levels benefited from the strengthening Euro relative to
the U.S. dollar, exposing current levels of EBITDA to Euro
weakness.  To achieve its acquisition economics, First Reserve
Corp. and Dresser-Rand Group will need to sustain a successful
manufacturing turnaround and deliver EBITDA in the range of
adjusted run-rate and forecasted EBITDA.

The SGL-3 liquidity rating reflects adequate liquidity overall. In
Moody's view, cash flow coverage of debt service, capital
spending, and working capital needs is Adequate. If Dresser-Rand
Group generates cash flow in the range of forecasts, cash flow
coverage would still likely remain in the adequate range (rather
that good) until very high acquisition debt is materially reduced
via the cash flow sweep to reduce debt service in preparation for
in weaker markets.

Back-up liquidity is adequate.  Though the revolver will initially
be undrawn, roughly $180 million of letters of credit would be
outstanding, leaving $120 million of borrowing availability.  That
availability appears to be adequate given the still uncertain
level of cash flow coverage of obligations and letter of credit
needs as a standalone leveraged business. Revolver covenant
coverage is only adequate, given uncertain EBITDA levels and
earnings power in an independent Dresser-Rand Group.  The two
covenants, as defined, initially require EBITDA/Cash Interest to
exceed 1.750:1 and Debt/EBITDA to initially be no higher than
6.85:1.  These ratios rely initially on adjusted EBITDA.  
Alternative liquidity is weak, given that all assets are already
pledged to the banks and the asset structure holds a very low
proportion of tangible assets.

The B1 Senior Implied Rating, the rating of the senior secured
notes at the senior implied rating level, and the notching of the
senior subordinated notes below the senior implied rating The
secured facilities are aided considerably by their first security
in the equity stock of subsidiaries, intercompany notes, all
tangible and intangible assets, by the large cushion of $820
million in junior capital, and by the priority debt amortization
of the $400 million term loan.  However, the lack of a borrowing
base governor on revolver borrowings and (reflecting the service
dominant nature of the business) very modest tangible asset cover
of secured debt content prevent notching the bank facilities above
the senior implied rating.

The pro-forma capital structure consists of the $400 million term
loan, $420 million of senior subordinated notes, and $430 million
cash equity.  Actual EBITDA for the twelve months ended June 30,
2004 was $80 million ($90 million excluding employee costs that
will be retained by seller Ingersoll-Rand), while First Reserve
Corp. and Dresser-Rand Group management estimate adjusted EBITDA
for that period to be $138 million.

Reflecting the services dominated nature of Dresser-Rand Group's
business, pro-forma assets are light on tangible assets. Principal
pro-forma assets include:

   * $73 million in cash,
   * $200 million in receivables,
   * $144 million in net inventory (net of $53 million of
     progress payments and a $32 million inventory reserve),
   * $93 million in property, plant, and equipment, and
   * a large $1 billion of goodwill and intangible assets.

After deducting $260 million of current liabilities, combined net
current and fixed asset coverage of the term loan would be a low
64%.

Dresser-Rand Group Inc. is headquartered in Olean, New York.


DSL.NET INC: Closes $5 Million Financing with Laurus Funds
----------------------------------------------------------
DSL.net, Inc. (AMEX: BIZ), a leading nationwide provider of
broadband communications services to businesses, has completed a
$5.0 million financing with Laurus Master Fund, Ltd., a New York
City-based institutional fund that specializes in providing
financing to growing, small-cap companies.

The financing consists of a $4.25 million two-year convertible
term note and a $750,000 revolving credit facility. This
indebtedness bears an annual interest rate of between 6% and 7%
that decreases as the market price of DSL.net's common stock
increases. The note and credit facility are convertible, at the
option of the holders, into DSL.net common stock at a conversion
price of $0.28 per share. In conjunction with the financing, the
Company issued warrants to Laurus Funds for the purchase of
approximately 1.14 million shares of DSL.net common stock at an
exercise price of $0.35 per share.

"We intend to use these funds to pursue strategic opportunities,
including subscriber-line acquisitions and other corporate
transactions," said Kirby G. "Buddy" Pickle, chief executive
officer of DSL.net. "It also represents the successful completion
of a third important strategic goal that we set our sights on
earlier in the year. These included simplifying the Company's
capital structure through the conversion of our Series X preferred
stock, obtaining a listing for our common stock on the American
Stock Exchange and securing financing to pursue strategic
opportunities."

The financing is secured by certain of the Company's accounts
receivable. In exchange for the subordination of a prior lien on
these accounts receivable, the Company issued warrants to its
senior secured noteholders to purchase approximately 19.2 million
shares of DSL.net common stock. These warrants are exercisable
only upon stockholder approval and solely in the event of a
qualifying change of control of the Company, at an exercise price
equal to the per-share transaction value of the Company's common
stock. The use of the financing proceeds is subject to approval of
representatives of the Company's senior secured noteholders.

                          About DSL.net

DSL.net, Inc. is a leading nationwide provider of broadband
communications services to businesses. The Company combines its
own facilities, nationwide network infrastructure and Internet
Service Provider (ISP) capabilities to provide high-speed Internet
access, private network solutions and value-added services
directly to small- and medium-sized businesses or larger
enterprises looking to connect multiple locations. DSL.net product
offerings include T-1, DS-3 and business-class DSL services,
virtual private networks (VPNs), frame relay, Web hosting, DNS
management, enhanced e-mail, online data backup and recovery
services, firewalls and nationwide dial-up services, as well as
integrated voice and data offerings in select markets. For more
information, visit http://www.dsl.net/e-mail info@dsl.net, or  
call 1-877-DSL-NET1 (1-877-375-6381).

                          *     *     *

As reported in the Troubled Company Reporter's April 22, 2004
edition, DSL.net, Inc. (NASDAQ: DSLN), a leading nationwide
provider of broadband communications services to businesses,
disclosed that in compliance with Nasdaq Marketplace Rule
4350(b)(1)(B), that the independent audit report filed with the
Company's Annual Report on Form 10-K for the year ended Dec. 31,
2003, included a qualification for a going concern. The disclosure
in this press release is required under the above Nasdaq rule and
does not represent any change to the Company's recently filed
Annual Report on Form 10-K.


FAIR GROUNDS: Names Ben Huffman Director & Racing Secretary
-----------------------------------------------------------
Churchill Downs Incorporated (Nasdaq: CHDN) named D. Ben Huffman
director of racing and racing secretary for Fair Grounds Race
Course in New Orleans, Lousiana. The announcement was made by
Donald R. Richardson, CDI's senior vice president of racing.

Mr. Huffman will assume his new position as soon as CDI completes
the purchase of Fair Grounds, which is scheduled to occur on or
before Oct. 15, 2004. The U.S. Bankruptcy Court, Eastern District
of Louisiana, authorized the sale of Fair Grounds to CDI on

Sept. 24 when it approved the bankruptcy reorganization plan
submitted by CDI; Fair Grounds Corp., principal owner of the
racetrack; and the Louisiana Horsemen's Benevolent and Protective
Association.

Mr. Huffman will report to Randall Soth, who was recently named
president and general manager of Fair Grounds, pending the
completion of CDI's acquisition of the historic racetrack and its
affiliated off-track betting network.

Mr. Huffman, a 35-year-old native of Louisville, Kentucky, served
as director of racing and racing secretary at Fair Grounds during
the 2003-2004 racing season will continue in his current posts as
racing secretary for both the Fall and Spring Meets at Keeneland
Race Course in Lexington, Ky., and as a placing judge for portions
of Churchill Downs' Fall and Spring Meets that do not conflict
with his live racing schedule at Fair Grounds.

"I am very excited to return to Fair Grounds and to expand upon my
professional relationship with the management team at Churchill
Downs Incorporated," said Mr. Huffman. "Fair Grounds already
offers an attractive racing product, and I look forward to working
with Louisiana horsemen and my team in the racing office as we
build on that tradition. Fair Grounds should be a show place for
winter racing, with competitive stakes and purse programs, and a
stable area that meets the needs of our horsemen. CDI is committed
to making the improvements necessary to return Fair Grounds racing
to national prominence, and I welcome the chance to be part of the
team that makes that happen."

"Ben is one of the best racing secretaries in the horse racing
industry, and we are thrilled to have him accept this important
role at Fair Grounds," said Mr. Richardson. "He has an excellent
track record with horsemen and the kind of experience we need to
make Fair Grounds racing the preferred wintertime product for
horse racing fans across the nation.

"We also realize that Ben is an important part of the Kentucky
racing circuit, and we are pleased to know that Ben's position at
Fair Grounds will still allow him to serve as Keeneland's racing
secretary and as a racing official at Churchill Downs."

Assisting Mr. Huffman in the Fair Grounds racing office will be
Jason M. Boulet and David Heitzman, who will serve as co-assistant
racing secretaries. Mr. Boulet will also serve as stakes
coordinator.

"Jason and David have been exceptional to work with and will be an
important part of my team at Fair Grounds," said Mr. Huffman.
"They both have tons of talent and a strong knowledge of the
Louisiana horse industry. I look forward to working with them as
we prepare for what should be an exciting 2004-2005 live racing
season in New Orleans."

Mr. Huffman's professional and personal background is rooted in
horse racing. His father, William G. (Blackie) Huffman, and his
uncle and brother are Thoroughbred trainers. Ben Huffman worked
for his father as an assistant trainer before becoming a racing
official.

Prior to accepting his current post at Keeneland in 2002, Mr.
Huffman served as racing secretary for CDI's Ellis Park from 1999
to 2001, and as assistant racing secretary at the Henderson, Ky.,
track in 1998. He served as assistant racing secretary at Turfway
Park in Florence, Kentucky, from 1994 to 2001, and as co-assistant
racing secretary at the famed Saratoga Race Course in Saratoga
Springs, New York, during the 1996 and 1997 racing seasons. His
first job in a racing office was as a claims clerk at Ellis Park
in 1990.

Mr. Huffman attended Western Kentucky University and the
University of Louisville. Mr. Huffman and his wife, Christi, live
in Kentucky and have two daughters.

                     About Churchill Downs

Churchill Downs Incorporated, headquartered in Louisville,
Kentucky, owns and operates world-renowned horse racing venues
throughout the United States. The Company's racetracks in
California, Florida, Illinois, Indiana and Kentucky host 114
graded-stakes events and many of North America's most prestigious
races, including the Kentucky Derby and Kentucky Oaks, Hollywood
Gold Cup and Arlington Million. CDI racetracks have hosted nine
Breeders' Cup World Thoroughbred Championships -- more than any
other North American racing company. CDI also owns off-track
betting facilities and a television production company, and has
interests in telecommunications and racing services companies that
support CDI's network of simulcasting and racing operations. CDI
trades on the Nasdaq National Market under the symbol CHDN and can
be found on the Internet at
http://www.churchilldownsincorporated.com/

                       About Fair Grounds

Headquartered in New Orleans, Louisiana, Fair Grounds, filed for
chapter 11 protection on August 15, 2003 (Bankr. E.D. La. Case No.
03-16222). Clayton T. Huff, Esq., Greta M. Brouphy, Esq., et al.,
at Heller, Draper, Hayden, Patrick & Horn represent the Debtor in
its restructuring efforts. When the Debtor filed for protection it
listed above $10 million in estimated assets and debts. Fair
Grounds filed its Third Amended Plan of Reorganization with the
Bankruptcy Court on September 8, 2004.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2004,
The U.S. Bankruptcy Court, Eastern District of Louisiana, approved
Churchill Downs Incorporated's $47 million acquisition of the Fair
Grounds Race Course. CDI, the Fair Grounds Corporation, the
Louisiana Horseman's Benevolent and Protective Association and
other parties involved are expected to close the transaction on or
before Oct. 15, 2004.

Should the acquisition close successfully on or before Oct. 15,
2004, Fair Grounds and its 10 off-track betting facilities would
become the seventh racetrack operation owned by CDI. Fair Grounds'
upcoming 82-day meet will run from Nov. 25, 2004, through
March 27, 2005.


FORT WASHINGTON: S&P Raises Sr. Debt Rating to 'BB+' From 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the
senior and second priority senior notes issued by Fort Washington
CBO I, a high-yield arbitrage CBO transaction managed by Fort
Washington Investment Advisors Inc.

The upgrade of the transaction reflects an increase in the level
of overcollateralization available to support the senior and
second priority senior notes since the last rating action on April
24, 2003.  

Since the last rating action, the transaction has paid down a
total of $78.936 million to the senior notes, $30.967 million of
which was paid most recently on the June 2004 payment date.  
Additionally, there has been a slight improvement in the credit
quality of the collateral pool since the last ratings review.

Standard & Poor's has reviewed the results of current cash flow
runs generated for Fort Washington CBO I Ltd. to determine the
level of future defaults the rated notes can withstand under
various stressed default timing and interest rate scenarios while
still paying all of the interest and principal due on the notes.

Standard & Poor's will continue to monitor the performance of the
transaction in light of its de-levering, to ensure that the
ratings assigned reflect the credit enhancement available to
support its rated notes.
   

              Ratings Raised And Off Watch Positive
   
                      Fort Washington CBO I

                                    Rating
                                    ------
                              To              From
                              --              ----
         Senior               AA           A/Watch Pos
         2nd priority senior  BB+          BB-/Watch Pos
   

                     Transaction Information

Issuer:            Fort Washington CBO I

Co-issuer:         Fort Washington CBO Corp. I

Current manager:   Fort Washington Investment Advisors Inc.

Underwriter:       Goldman Sachs

Trustee:           JPMorganChase Bank

Transaction type:  High-yield arbitrage CBO
   
      Tranche                 Initial   Last Rating Current
      Information             Report    Action      Action
      -----------             -------   ----------- -------
      Date (MM/YYYY)          07/2000   04/2003     10/2004
      Senior note rating      AA        A           AA
      Senior note bal.        $192.5mm  $179.285mm  $100.349mm
      2nd Prior. sr. nt rtg   BBB-      BB-         BB+
      2nd Prior. sr. nt bal.  $16.25mm  $16.25mm    $16.25mm
      Senior par value test   125.6%    116.2%      134.5%
      Senior par value min.   117.0%    117.0%      117.0%
      2nd prior. par val test 115.8%    106.6%      115.8%
      2nd prior. par val min  111%      111%        111%
    
       Portfolio Benchmarks                       Current
       --------------------                       -------
       S&P Wtd. Avg. Rtg. (excl. defaulted)       B
       S&P Default Measure (excl. defaulted)      4.99%
       S&P Variability Measure (excl. defaulted)  3.28%
       S&P Correlation Measure (excl. defaulted)  1.10
       Wtd. Avg. Coupon (excl. defaulted)         9.07%
       Oblig. Rtd. 'BBB-' and above               11.75%
       Oblig. Rtd. 'BB-' and above                34.89%
       Oblig. Rtd. 'B-' and above                 77.86%
       Oblig. Rtd. in 'CCC' range                 15.40%
       Oblig. Rtd. 'CC', 'SD' or 'D'              6.74%
       Obligors on Watch Neg. (excl. defaulted)   2.59%
    

             S&P RATED OC (ROC)          Current
             ------------------          -------
             Senior notes              110.00% (AA)
             2nd priority sr. notes    106.02% (BB+)


GADZOOKS, INC.: Has Until Oct. 31 to File a Chapter 11 Plan
-----------------------------------------------------------
Gadzooks, Inc., sought and obtained an extension of its exclusive
period to file a plan of reorganization through Oct. 31, 2004.  
The retailer also secured a concomitant extension of its exclusive
period to solicit acceptances of that plan from creditors through
Jan. 31, 2005.

Gadzooks told the U.S. Bankruptcy Court for the Northern District
of Texas, Dallas Division, that it is negotiating with the
Official Committee of Unsecured Creditors and Official Committee
of Equity Holders.  The Company hopes to file a consensual plan by
the end of the month.  Gadzooks relates that Financo, Inc., the
company's financial advisor, has obtained enough capital
commitments to fund a chapter 11 plan.  But more cash would help.  
Gadzooks indicates it may sell its assets.  

Headquartered in Carrollton, Texas, Gadzooks, Inc. --
http://www.gadzooks.com/-- is a mall-based specialty retailer  
providing casual apparel and related accessories for youngsters,
between the ages of 14 and 18.  The Company filed for chapter 11
protection on February 3, 2004 (Bankr. N.D. Tex. Case No. 04-
31486).  Charles R. Gibbs, Esq., and Keith Miles Aurzada, Esq., at
Akin Gump Strauss Hauer & Feld, LLP, represent the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $84,570,641 in total assets and
$42,519,551 in total debts.


GAP INC.: Moody's Affirms Long Term Debt Ratings at Ba1
-------------------------------------------------------
Moody's Investors Service affirmed the long-term debt ratings and
speculative grade liquidity rating of Gap, Inc., following the
company's announcement of a $500 million share repurchase program.  
The affirmation reflects Gap, Inc.'s ability to fund the share
repurchase from cash on hand while still maintaining strong cash
balances, generate strong operating cash flow, and maintain solid
credit metrics.

Gap, Inc.'s prudent financial policies and strong operating cash
flows over the past few years has resulted in sizable unrestricted
cash balances -- approximately $3 billion at July 31, 2004 --
which more than cover the proposed program.  In addition, the
company is expected to:

   * generate sufficient operating cash flow to cover all its
     working capital, capital expenditures,

   * the announced $500 million share repurchase program,

   * and debt reductions.

While comparable store sales have been weaker than historically
over the past four months, Gap, Inc. has maintained strong
operating cash flow and healthy margins through its more
disciplined approach to merchandising.

Gap, Inc.'s ratings reflect:

   (a) the dominant brand names,

   (b) strong liquidity,

   (c) solid asset base, and

   (d) debt protection measures that provide a cushion at this
       rating level.

The ratings also reflect the more prudent financial policies and
business discipline.

The ratings are currently constrained by:

   (a) the relative newness of the management team,

   (b) the intense competition and volatility of apparel
       retailing, and

   (c) the potential pressure on the management team to quickly
       return value to shareholders at the expense of
       debtholders interests.

The positive outlook reflects the expectation that the company
will sustain its improvements in operating performance and
conservative financial strategy.  It is Moody's expectation that
there will be further reduction in leverage over the next 12
months.  While demonstration of a disciplined approach to its
growth strategy will be a key factor, an upgrade will also require
the company to consistently maintain free cash flow available for
debt service above $1 billion, adjusted debt to EBITDAR below
3.0x, and unrestricted cash on balance sheet above $2 billion.

Given the positive outlook, a downgrade is currently unlikely;
however, the ratings could move downward if the company's
operating performance deteriorates or if it aggressively increases
leverage to spend on capital expenditures, acquisitions, or share
repurchases.

Gap, Inc.'s speculative grade liquidity rating of SGL-1 reflects
very good liquidity.  The company's primary sources of liquidity
are:

     (i) net positive cash flow from operations,

    (ii) its high level of unrestricted cash ($3.0 billion at
         July 31, 2004), and

   (iii) its undrawn $750 million revolving credit facility.

Moody's expects Gap, Inc. to meet all of:

     (i) its capital expenditures,

    (ii) the $500 million announced share repurchase program,
         and

   (iii) debt paydowns from internal sources of cash.

Gap, Inc. assets are unencumbered providing an additional source
of financial flexibility.

The ratings are affirmed:

Gap, Inc.:

   -- Senior implied rating of Ba1;
   -- Senior unsecured notes, global notes and convertible bonds
      of Ba1;
   -- Issuer rating of Ba1
   -- Speculative grade liquidity rating of SGL-1.

Gap (Japan) K.K.:

   -- Senior notes guaranteed by Gap, Inc. of Ba1.

Headquartered in San Francisco, Gap, Inc. operates 3,038 stores
under the Gap, Old Navy, and Banana Republic brands. Gap, Inc. had
annual revenues of approximately $15.9 billion in the fiscal year
ended February 1, 2004.


GERDAU AMERISTEEL: Moody's Puts B2 Rating on $405M Sr. Notes
------------------------------------------------------------
Moody's Investors Service placed the ratings of Gerdau Ameristeel
Corporation under review for possible upgrade in response to much-
improved steel market conditions and the company's announcement of
a common share offering, which, if successful, will finance the
acquisition of certain assets of North Star Steel from Cargill,
Incorporated.  Moody's review will likely continue until the
conclusion of the later of the share offering and the North Star
acquisition.

The ratings were placed under review for possible upgrade:

   * US$405 million of 10.375% senior unsecured notes due 2011,
     currently B2,

   * senior implied rating -- B1, and

   * senior unsecured issuer rating -- B3.

On September 9, 2004, Gerdau announced it had reached agreement
with Cargill to purchase the land, fixed assets and working
capital of four long steel product mills and four downstream
facilities for US$266 million in cash plus the assumption of
substantially all of the liabilities of the businesses being
acquired.  The transaction is expected to close before the end of
2004.  For the fiscal year ended May 31, 2004, the North Star
businesses had sales of US$697 million and EBITDA of US$63
million.

On October 5, 2004, Gerdau announced that it was planning a 70
million common share offering, which would raise approximately
US$300 million in proceeds.  The offering of common shares is not
conditional upon the closing of the North Star acquisition and is
expected to conclude before the North Star acquisition.

Moody's review will focus on the pro forma capitalization of
Gerdau and the earnings and cash flow potential of the company.
With the dramatic recovery of steel market fundamentals over the
last 12 months, Gerdau's credit ratios have vastly improved from
those recorded in 2003.  The addition of the North Star assets,
which are a good fit for Gerdau and represent a relatively low
acquisition price considering current steel market conditions,
will augment Gerdau's cash flow and expand its market share in
long products.  If Gerdau funds the majority of the purchase of
North Star with equity, a one-notch upgrade of its ratings is
quite likely.  The ratings outcome associated with a successful
equity offering in the absence of the North Star acquisition would
likely be similar, but would depend on the company's expected use
of proceeds.

Gerdau Ameristeel Corporation, headquartered in Tampa, Florida,
produces rebar, merchant bar, structural shapes, and flat-rolled
sheet at 11 North American minimills, and conducts downstream
steel fabricating operations at 32 facilities.


GLACIER FUNDING: S&P Puts Low-B Ratings on $500M Notes & Shares
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Glacier Funding CDO II Ltd./Glacier Funding CDO II
Inc.'s $500 million floating-rate notes and preference shares due
2039.  

The preliminary ratings are based on information as of Oct. 7,
2004.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

   -- The expected commensurate level of credit support in the
      form of excess spread and subordination to be provided by
      the notes junior to the respective classes and by the
      preference shares;

   -- The cash flow structure, which is subject to various
      stresses requested by Standard & Poor's;

   -- The experience of the collateral manager;

   -- The coverage of interest rate risks through hedge
      agreements; and

   -- The legal structure of the transaction, which includes the
      bankruptcy remoteness of the issuer.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's Web-
based credit analysis system, at http://www.ratingsdirect.com/  
The presale can also be found on the Standard & Poor's Web site at
http://www.standardandpoors.com/ Select Credit Ratings, and then  
find the article under Presale Credit Reports.


                  Preliminary Ratings Assigned

     Glacier Funding CDO II Ltd./Glacier Funding CDO II Inc.
   
       Class                Rating   Amount (mil. $)
       -----                ------   ---------------
       A-1                  AAA           325.00
       A-2                  AAA            70.00
       B                    AA             65.75
       C                    BBB            20.25
       D                    BB              4.00
       Preference shares    BB-            12.75


GLOBAL CROSSING: Court Sets Oct. 22 as AGX Admin. Claims Bar Date
-----------------------------------------------------------------
Judge Bernstein of the United States Bankruptcy Court for the
Southern District of New York fixes Oct. 22, 2004, at 5:00 p.m.,
as the last day to file administrative claims against Asia Global
Crossing, Ltd., and its debtor-affiliates arising during the
period from Nov. 17, 2002, through June 11, 2003.

The Administrative Bar Date will not apply to:

   (1) any person or entity holding a claim that arose prior to
       the Petition Date;

   (2) any professional retained by the AGX Trustee for the
       payment of fees and the reimbursement of expenses;

   (3) any person or entity that has previously filed with the
       Clerk of the Bankruptcy Court an Administrative Claim that
       arose during the Administrative Period;

   (4) any person or entity whose Administrative Claim has
       previously been allowed by the Court;

   (5) any person or entity whose Administrative Claim has been
       paid in full by any of the Debtors or the Trustee; and

   (6) any person or entity holding an Administrative Claim for
       which a specific deadline has previously been fixed by the
       Court.

Any holder or purported holder of an Administrative Claim
required to file a proof of claim by the Administrative Bar Date
that fails to timely file that proof of claim will be forever
barred from asserting that administrative claim against the AGX
Debtors.  The AGX Debtors and their estates will be forever
discharged from any and all indebtedness or liability with
respect to that administrative claim.

The AGX Trustee will give notice of the Administrative Bar Date
by mailing, via first class mail, the Administrative Bar Date
Notice along with the Administrative Claim Form to all
individuals and entities included as creditors in:

   (a) the AGX Debtors' schedules of assets and liabilities and
       statements of financial affairs;

   (b) the schedules of unpaid debts incurred since the Petition
       Date; and

   (c) the Bankruptcy Court's claims registry maintained for each
       of the Debtors' cases.

The AGX Trustee will publish notice of the Administrative Bar
Date in a form substantially similar to the Administrative Bar
Date Notice once, approximately 25 days prior to the Bar Date in
the national editions of The Wall Street Journal and The New York
Times.  And since the AGX Debtors' books and records indicate
that they engaged professionals postpetition on an international
basis, including in places like Hungary and Bermuda, a similar
Notice will also be published in The International Herald Tribune
and in two Bermudan newspapers -- The Bermuda Sun and The Royal
Gazette.  AGX, which is a Bermudan company, is currently the
subject of "winding up" proceedings there, thus, the AGX Trustee
believes that this additional notice is appropriate.  Moreover,
because the AGX Debtors' principal offices were located in Los
Angeles, California, and their books and records reveal that they
conducted business with various vendors and agencies in this
area, the Notice will also be published in The Los Angeles Times.

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
-- http://www.globalcrossing.com/-- provides telecommunications  
solutions over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major cities
around the globe.  Global Crossing serves many of the world's
largest corporations, providing a full range of managed data and
voice products and services.  The Company filed for chapter 11
protection on January 28, 2002 (Bankr. S.D.N.Y. Case No. 02-
40188).  When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on Dec. 9, 2003.  Global Crossing owns Asia Global
Crossing, Ltd., which filed for Chapter 11 protection on Nov. 17,
2002 (Bankr. S.D.N.Y. Case No. 02-15749).  Asia Global Crossing's
chapter 11 cases were converted to chapter 7 on June 11, 2003.  
(Global Crossing Bankruptcy News, Issue No. 66; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


GMAC COMMERCIAL: S&P Junks Class K Mortgage Pass-Through Certs.
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of GMAC Commercial Mortgage Securities Inc.'s mortgage
pass-through certificates from series 2000-C2. Concurrently, one
rating has been raised and nine other ratings from the same series
are affirmed.

The lowered ratings primarily reflect anticipated losses related
to the specially serviced assets.  The raised and affirmed ratings
reflect subordination levels that adequately support the ratings.

As of September 16, 2004, the trust collateral consisted of 125
loans with an aggregate outstanding principal balance of
$730.2 million, down from 128 loans amounting to $773.8 million at
issuance.  The master servicer, GMAC Commercial Mortgage
Corporation (GMACCM), provided recent net cash flow debt service
coverage (DSC) figures for 93.7% of the pool.  Based on this
information, Standard & Poor's calculated a weighted average DSC
of 1.40x, up from 1.35x at issuance.  The pool has experienced
three losses to date amounting to $7.5 million (1.0%).

Additional trust collateral consists of a Freddie Mac Multifamily
Gold Participation Certificate -- Freddie Mac PC, which represents
100.0% beneficial ownership interest in a discrete pool of two
cross-defaulted, cross-collateralized mortgage loans secured by
five properties in New Jersey.  

Under the terms of the certificate, Freddie Mac ('AAA') guarantees
the timely debt service payments and the ultimate repayment of
principal upon maturity.  The Freddie Mac PC balance is
$87.3 million (12.0%), down from $89.5 million at issuance, and
this certificate is excluded from DSC figures, property
concentrations, and geographic stratifications throughout the
analysis.

The top 10 loans, excluding the Freddie Mac PC, have an aggregate
outstanding balance of $193.7 million (26.5%) and reported a 2003
weighted average DSC of 1.44x, up from 1.31x at issuance.  The
eighth-largest loan did not report any 2003 financial data so the
first-half 2004 DSC figure was used in this calculation.  

As part of its surveillance review, Standard & Poor's reviewed
recent property inspections provided by GMACCM for assets
underlying the top 10 loans and all but one of these assets were
characterized as "good" or "excellent".  The sixth-largest loan is
secured by 25 properties and one of these properties was deemed
"fair". There is one top 10 loan in special servicing, and two of
the top 10 loans are on GMACCM's watchlist.

There are seven assets with an aggregate balance $53.2 million
(7.3%) that are with the special servicer, also GMACCM. As of the
latest remittance report, three of these loans were 90-plus days
delinquent, two assets were REO, and two loans were current.  

The fifth-largest loan, with an outstanding balance of $18.1
million (2.5%), is secured by a 364,000-sq.-ft. office building in
Corpus Christi, Texas.  This asset was 90-plus days delinquent as
of August 2004 and became REO subsequent to the latest remittance
report.  

A recent appraisal of the property suggests that losses on this
asset, if any, should be minimal.  In addition, several
unsolicited offers have been made for the assets that are
comparable with the valuation figure.  

The second-largest asset in special servicing is a $8.6 million
loan secured by a 99,000-sq.-ft. retail property in Sterling
Heights, Michigan.  It was brought current and returned to the
master servicer subsequent to the latest payment period.  

Another retail property, located in Meriden, Connecticut, has an
outstanding balance of $7.7 million (1.1%) and $1.2 million in
additional advances.  Ames had occupied over 40.0% of this
189,000-sq.-ft. facility, and the property's performance has been
adversely affected by the Ames bankruptcy. A new anchor tenant has
not yet been found and year-end 2003 occupancy was 48.0%.  

Standard & Poor's anticipates a substantial loss upon the ultimate
resolution of this property.  The remaining specially serviced
assets have balances below $7.0 million.  Standard & Poor's
expects minimal losses on the $6.8 million (0.9%) industrial
property in Las Vegas, Nevada and on the 4.9 million (0.7%), REO,
multifamily asset in Everett, Washington.  Higher loss rates are
expected on the $3.8 million (0.5%) REO lodging asset in Mobile,
Alabama and on the $3.4 million (0.5%) office property in
Alpharetta, Georgia.  There are no other delinquent loans in the
pool.

The master servicer's watchlist consists of 43 loans with an
aggregate balance of $191.5 million (26.2%) and includes two of
the top 10 loans.  The sixth-largest loan has an outstanding
balance of $18.0 million and is secured by a 78,000-sq.-ft.
portfolio of retail assets in Nantucket, Massachusetts.  

This loan appears on the watchlist because the first-quarter 2004
DSC was 0.76x.  This is likely due to seasonal issues, and is
comparable to the first-quarter 2003 DSC of 0.72x.  The collateral
properties reported 100.0% occupancy at year-end 2003 and posted a
full-year 2003 DSC of 1.68x.  

The seventh-largest loan, with an outstanding balance of
$15.8 million, is secured by a 412-unit multifamily asset in
Rochester, Minnesota.  This loan reported a year-end 2003 DSC of
0.92x, down from 1.01x in 2002.  During this same period,
occupancy decreased to 83.4% from 90.6%.  The remaining loans on
the watchlist appear primarily due to DSC or occupancy issues.

The collateral in this transaction is located across 28 states
with concentrations in California (20.5%), Texas (6.0%), and New
Jersey (5.1%).  Property concentrations are found in retail
(31.9%), office (26.1%), and multifamily (19.7%) assets.

Standard & Poor's stressed the specially serviced loans on the
watchlist and other loans with credit issues in its analysis. The
resultant credit enhancement levels adequately support the raised
and affirmed ratings.
   

                         Ratings Lowered
   
            GMAC Commercial Mortgage Securities Inc.
          Mortgage pass-thru certificate series 2000-C2
   
                    Rating
                    ------
        Class   To         From   Credit Enhancement (%)
        -----   --         ----   ----------------------
        J       B          B+                       2.9
        K       CCC        B-                       1.8
        L       CCC-       CCC                      1.2
   

                          Rating Raised
   
            GMAC Commercial Mortgage Securities Inc.
          Mortgage pass-thru certificate series 2000-C2
   
                    Rating
                    ------
        Class   To         From   Credit Enhancement (%)
        -----   --         ----   ----------------------
        B       AA+        AA                      17.3
   

                        Ratings Affirmed
   
               GMAC Commercial Mortgage Securities
          Mortgage pass-thru certificate series 2000-C2
   
             Class   Rating   Credit Enhancement (%)
             -----   ------   ----------------------
             A-1     AAA                       21.5
             A-2     AAA                       21.5
             C       A                         13.4
             D       A-                        12.0
             E       BBB                        9.3
             F       BBB-                       8.0
             G       BB                         4.5
             H       BB-                        3.7
             X       AAA                          -


GRAFTECH INTL: Updates Earnings Estimates & Strategic Initiatives
-----------------------------------------------------------------
GrafTech International Ltd. (NYSE:GTI) reported updates on
strategic initiatives, tax planning activities and preliminary Q3
2004 and 2004 full year earnings estimates.

3rd Quarter Overview

   -- Updates third quarter earnings guidance to $0.11 to $0.13
      per share and 2004 annual guidance to $0.45 to $0.50 per
      share excluding the tax charge noted below and special
      items, mainly due to higher operating expenses for
      infrastructure growth for AET, global work processes,
      information systems and Sarbanes-Oxley compliance efforts in
      addition to continued high energy costs.

   -- Increased the probability of future lower cash taxes by
      approving tax elections to accelerate the use of certain tax
      assets, resulting in an estimated $50 million non-cash tax
      charge.

   -- Shipped over 55 thousand metric tons in the seasonally weak
      third quarter, 10% higher than in the 2003 third quarter.

   -- Increased graphite electrode production capacity to an
      annual run rate of over 230,000 metric tons, three months
      ahead of schedule, a 50,000 metric ton increase from end of
      2001. Commenced programs targeting 250,000 metric tons of
      graphite electrode capacity exiting 2005, including required
      capital expenditures.

   -- Raised prices for standard size (melter) graphite electrodes
      used in large electric arc steel melting furnaces to $3,150
      per metric ton, effective for new orders as of October 1,
      2004; Increased specialty graphite prices globally between
      5%-6.5%, effective for 2005 shipments.

   -- Contracted for approximately 95% of 2005 needle coke
      requirements and locked in price on approximately 90% of
      that volume.

   -- Received notice that Unocal intends to sell certain coke
      production assets at its Lemont, IL facility (90,000 MT) on
      or around December 31, 2004 and that the buyer does not
      intend to use the assets for needle coke production. This
      could result in a shortage of quality needle coke in the
      market place.

   -- Received first Dell application approval; SpreaderShieldT
      product was approved for use in Dell's new ultra lightweight
      laptop.

Craig Shular, Chief Executive Officer of GTI, commented, "Our team
is never pleased with higher costs; however, the investments in
resources, global work processes and information technology
systems are critical up front costs to enable us to deliver
larger, more sustainable cash flow. Through these investments, we
are building a stronger platform to achieve our vision of a
300,000 metric ton global graphite electrode network and to
accelerate the commercialization of our advantaged technologies."

                       Graphite Electrodes
            Growth of Advantaged Production Platform
     
In September 2004, GTI set a new graphite electrode production
record from its six plants, reaching an annual production run rate
of over 230,000 metric tons as part of GTI's ongoing programs to
grow marketshare. This is a 28% increase from approximately
180,000 metric tons of annual capacity at the end of 2001. GTI
successfully completed, ahead of schedule, its productivity
initiatives in Spain, making the Pamplona facility, at 55,000
metric tons of capacity annually, the largest in Europe and the
second largest in the world, next to our Monterrey, Mexico
facility (60,000 metric tons annually).

Building on this success, GTI's Board of Directors approved the
implementation of programs that target annual graphite electrode
capacity of at least 250,000 metric tons exiting 2005 from GTI's
advantaged production network. We have commenced these activities,
and they will primarily impact GTI's plants in S. Africa and
France.

These efforts, in addition to other previously announced
productivity initiatives, will increase GTI's capital expenditures
to approximately $55-$60 million for the 2004 full year.

                           Coke Supply

Unocal, a leading supplier of needle coke with operations in
Lemont, Illinois and Seadrift, Texas, recently announced plans to
sell certain coke production assets in Lemont on or around
December 31, 2004 and that the buyer does not intend to use the
assets for needle coke production. Unocal stated that, if this
transaction is consummated, it will no longer produce needle coke
in Lemont and would, therefore, plan to ramp up production of
petroleum needle coke at the Seadrift facility. GTI believes the
Lemont closure could result in a shortage of quality petroleum
needle coke in the marketplace. GTI has purchased virtually no
needle coke from Unocal over the last several years.

GTI, the world's largest purchaser of needle coke, buys the
majority of its needle coke requirements under long-term supply
arrangements. GTI has contracted for 95% of its 2005 needle coke
volume and has locked in price on approximately 90% of that
volume.

                    Electronic Thermal Management

GTI's electronic thermal management (ETM) SpreaderShield(TM)
product continues to gain new approvals in demanding portable
applications. SpreaderShield products were approved for two new
ultra lightweight portable laptops for Dell and Samsung. Including
these two new approvals, GTI has achieved 6 product approvals in
ultra lightweight laptops.

Electronic thermal management net sales were approximately $3
million in the 2004 third quarter as compared to a half million
dollars in the 2003 third quarter. As previously disclosed, GTI is
targeting approximately $12 million of net sales for ETM in 2004
as compared to $2 million in 2003.

GTI has accelerated the hiring of various resources, including
marketing, sales and product development personnel. GTI has a
formal targeted hiring plan to grow the Advanced Energy Technology
team from approximately 140 employees to close to 200 employees
over the next 18 months. These resources will focus on the
continued growth of the ETM business as GTI continues to leverage
its successes to penetrate new customers and applications and
identify new market opportunities.

                     Global Business Processes
                   and Sarbanes-Oxley Compliance

GTI continues to implement global business and work process
transformations, including finance and accounting, procurement,
order fulfillment, and corresponding enhancements in our internal
control structure, including testing and remediation as required
by Section 404 of the Sarbanes-Oxley Act. As previously disclosed,
GTI is currently in the process of implementing an enterprise-wide
information technology system. Implementation is being undertaken
in phases and completion is planned by the end of 2005. During the
2004 third quarter, GTI completed implementation in France and
Switzerland. During 2003 and the 2004 first half, implementation
in Spain and the United States was completed. GTI also completed
the implementations of global advanced planning and scheduling
systems, global treasury and electronic banking systems and global
shared service centers in Mexico and Canada. These events are
changing how transactions are processed and the individuals or
locations responsible for transaction processing. These programs
are essential for supporting and accelerating our planned growth,
both in electronic thermal management and other global businesses.

The combined efforts of the transformation activities and
Sarbanes-Oxley compliance are significant and have resulted in
modifications to GTI's implementation plans that have and will
result in higher systems implementation costs of about $2-$3
million. These higher implementation costs occur primarily from
the third quarter of 2004 through the first quarter of 2005. The
aggregate incremental costs for internal and external services
associated with Sarbanes-Oxley compliance efforts are expected to
be approximately $4 million, higher than the previously disclosed
estimate of up to $3 million.

                          Tax Planning

To increase the probability of future lower cash taxes, GTI's
Board recently approved the implementation of a tax planning
strategy that accelerates the utilization of certain tax assets.

The strategy accelerates approximately $270 million of taxable
income to the U.S. through a standard election (commonly referred
to as "Check the Box") that results in the utilization of
approximately $60 million of tax assets, of which approximately
$50 million are foreign tax credits.

The accounting impact of this change in tax planning results in
the recognition of non-cash tax expense of an estimated $50
million in the 2004 third quarter.

                         Updated Outlook

As a result of higher operating expenses for infrastructure growth
for AET, global work processes, information systems and related
Sarbanes-Oxley compliance, as well as continued high energy costs
across all lines of business, GTI is adjusting its 2004 third
quarter earnings estimate to a range of $0.11 to $0.13 per share,
before restructuring charges, Other Income/Expense, net, EU
antitrust fine reduction and the tax charge mentioned above. 2003
third quarter earnings per share, before such items, was $0.04 per
share. Also, GTI now expects 2004 full year earnings before such
items to be approximately $0.45 to $0.50 per share. This guidance
excludes the future impact of 13.6 million shares underlying GTI's
contingent convertible debt which, as previously disclosed, would
reduce 2004 diluted earnings per share guidance by approximately
$0.04-$0.05 per share.

Cash flow from operations improved from the 2004 second quarter,
as net debt is expected to be approximately $620 million even
after making $20 million of semi-annual interest payments,
primarily related to our Senior Notes. GTI also completed
approximately $5 million of asset sales during the quarter. Cash
at the end of the 2004 third quarter was approximately $60
million.

                         Conference Call
  
GTI plans to report full 2004 third quarter earnings and host an
earnings call on October 28, 2004 at 11:00 a.m. EDT. The dial-in
number is 800-240-6709 for domestic and 303-262-2190 for
international. The conference call will be recorded and replay
will be available for 72 hours following the call by dialing 800-
405-2236 for domestic and 303-590-3000 for international, pass
code 11011318#. If you are unable to listen to the call or replay,
the call will be archived and available for replay within one day
of the original broadcast on our website at www.graftech.com under
the Investor Relations section.

                        About the Company

GrafTech International Ltd. is one of the world's largest
manufacturers and providers of high quality synthetic and natural
graphite and carbon based products and technical and research and
development services, with customers in about 60 countries engaged
in the manufacture of steel, aluminum, silicon metal, automotive
products and electronics. We manufacture graphite electrodes and
cathodes, products essential to the production of electric arc
furnace steel and aluminum. We also manufacture thermal
management, fuel cell and other specialty graphite and carbon
products for, and provide services to, the electronics, power
generation, semiconductor, transportation, petrochemical and other
metals markets. We are the leading manufacturer in all of our
major product lines, with 13 state of the art manufacturing
facilities strategically located on four continents. GRAFCELL(R),
GRAFOIL(R), and eGRAF(R) are our registered trademarks. For
additional information on GrafTech International, call 302-778-
8227 or visit our website at http://www.graftech.com/For  
additional information on our subsidiary, Advanced Energy
Technology Inc., call 216-529-3777.

At June 30, 2004, GrafTech International Ltd.'s balance sheet
showed a $61 million stockholders' deficit, compared to a
$128 million deficit at December 31, 2003.


HARVEST ENERGY: Prices $250 Million 7-7/8% Senior Notes
-------------------------------------------------------
Harvest Energy Trust's (TSX: HTE.UN) wholly-owned subsidiary,
Harvest Operations Corp., has agreed to sell, on a private
placement basis in the United States, US$250 million of senior
notes due Oct. 15, 2011. The senior notes will bear interest at an
annual rate of 7-7/8% and will be sold at a price of
99.3392% of their principal amount. The senior notes will be
unconditionally guaranteed by Harvest Energy Trust and all of its
other wholly-owned subsidiaries. Closing of the senior notes
offering is expected to occur on Oct. 14, 2004, and is subject to
satisfaction of customary closing conditions.

Harvest intends to use the net proceeds of the offering to repay
in full Harvest's bank bridge facility associated with the recent
acquisition of the EnCana assets and partially repay outstanding
balances under Harvest's revolving credit facility.

The senior notes have not been registered under the Securities Act
of 1933, as amended, and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements under the U.S. Securities Act.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2004,
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit rating to Calgary, Alta.-based Harvest Energy
Trust and its 'B-' senior unsecured debt rating to the proposed
$200 million seven-year bond to be issued by Harvest Operations
Corporation, a wholly owned subsidiary of Harvest Energy Trust.
The debt is fully guaranteed by the trust and all its wholly owned
subsidiaries.

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

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

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


HAWAIIAN AIRLINES: Judge Faris OKs Trustee's Disclosure Statement
-----------------------------------------------------------------
The Honorable Robert J. Faris of the U.S. Bankruptcy Court for the
District of Hawaii approved the Disclosure Statement explaining
the Joint Plan of Reorganization co-proposed by Joshua Gotbaum,
the chapter 11 Trustee overseeing Hawaiian Airlines' chapter 11
case, the Official Committee of Unsecured Creditors, Hawaiian
Holdings, Inc., HHIC, Inc., and RC Aviation LLC.  The plan will
now be transmitted to the carrier's creditor for a vote.  The Plan
Proponents will be looking for acceptances from creditors holding
at least two-thirds of the dollars and more than one-half of the
number of claims in each class.  The Plan proposes to pay all
creditors in full.

Creditors' ballots must be returned by Dec. 15, 2004, to be
counted.  The Plan Proponents will return to Judge Faris on Jan.
25, 2005, to lay out their case that the Joint Plan complies with
the 13 requirements set forth in 11 U.S.C. Sec. 1129, and should
be confirmed.  

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


INTERMET CORPORATION: Wants to Hire JP Morgan as Noticing Agent
---------------------------------------------------------------
Intermet Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Michigan, Southern
Division, for permission to employ JP Morgan Trust Co. as their
noticing and soliciting agent.

Robert Belts, Chief Executive Officer of Intermet, explains that
they need an independent third party because of the large number
of creditors that they have.  Mr. Belts estimates their creditors
to be more than a thousand.

JP Morgan is expected to:

     a) assist the Debtors to accomplish the process of      
        receiving, docketing, maintaining, photocopying and
        transmitting proofs of claim in these cases;

     b) forward ballots, disclosure statements and related
        solicitation materials to creditors; and

     c) accurately record and tabulate numerous ballots that are
        returned by the creditors.

Victoria Pavlick, at JP Morgan, will lead the team of
professionals to provide service to the Debtors.  

JP Morgan does not disclose its fees nor does JP Morgan make any
disclosure in the papers filed with the Bankruptcy Court about
whether or not it is disinterested.

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 their creditors, they listed
$735,821,000 in total assets and $592,816,000 in total debts.


INTERSTATE BAKERIES: Gets Interim Okay on Reclamation Procedures
----------------------------------------------------------------
Interstate Bakeries and its debtor-affiliates ask the United
States Bankruptcy Court for the Western District of Missouri,
Kansas Division, to establish procedures for the resolution and
payment of valid reclamation claims.

J. Gregory Milmoe, Esq., at Skadden Arps Slate Meagher & Flom,  
LLP, in New York, contends that a global set of reclamation  
procedures is appropriate in the Debtors' Chapter 11 cases.  The  
Debtors need to maintain normal business operations and avoid  
costly and distracting litigation relating to the Reclamation  
Claims.  If the Debtors are unable to establish a global set of  
reclamation procedures to resolve the Reclamation Claims, they  
will be faced with the prospect of simultaneously defending  
multiple reclamation adversary proceedings at a time when the  
Debtors need to focus on critical aspects of the reorganization  
process.

The Debtors believe that many of the Reclamation Claims that may
arise could be valid, in whole or in part, subject to certain  
defenses that the Debtors may have to the demands.  In addition,  
while the Debtors do not concede that any of the elements  
necessary to prove a right of reclamation have been or will be  
shown by any of their vendors, the Debtors seek to adopt a  
uniform reclamation procedures so that litigation regarding  
Reclamation Claims will not interfere with their reorganization  
efforts while safeguarding the rights of Sellers.

The Debtors ask the Court to prohibit Sellers and other third  
parties from independently reclaiming or interfering with the  
delivery or possession of Goods purportedly subject to a  
reclamation claim.  The Debtors want the Sellers that have valid  
claims enjoined and restrained from pursuing payment on  
reclamation claims through means other than the Reclamation  
Procedures.

The Debtors will implement these procedures for reconciling  
Reclamation Claims:

   (A) Reclamation Demands

       (1) All Sellers seeking to reclaim goods from the
           Debtors will be required to submit a demand:

           * before 10 days after receipt of the goods by the
             Debtors; or

           * if the 10-day period expires after the Petition
             Date, before 20 days after receipt of the goods by
             the Debtors.

       (2) A Reclamation Demand must set forth with specificity
           the goods for which reclamation is sought and the
           basis for the Reclamation Claim, and comply with any
           other requirements under applicable law.

       (3) Any Seller who fails to timely submit a Reclamation
           Demand will be deemed to have waived its right to
           payment on any purported Reclamation Claim.

       (4) Within 10 days of the Debtors' receipt of a
           Reclamation Demand, the Debtors will serve a copy of
           the Order establishing the Reclamation Procedures by
           regular mail on the Reclamation Claimant.  The
           Reclamation Claimant will have 15 days from the date
           of mailing of the Order within which to file an
           objection to the Reclamation Procedures, provided,
           however, the Reclamation Claimant must file an
           objection within 45 days of the entry of the
           Reclamation Procedures Order.  The Order will become
           final with respect to any party that does not timely
           file an objection as specified.  An objection will be
           heard at the next regularly scheduled omnibus hearing.

   (B) The Statement of Reclamation

       (1) Within 90 days after the Petition Date or receipt of a
           timely Reclamation Demand, whichever is later, the
           Debtors will provide the Seller with a copy of the
           Reclamation Procedures Order and a statement of
           reclamation.

       (2) The Statement of Reclamation will set forth the
           extent and basis, if any, in which the Debtors believe
           the underlying Reclamation Claim is not legally valid.
           In addition, the Statement of Reclamation will
           identify any defenses that the Debtors choose to
           reserve, notwithstanding any payment of the Reconciled
           Reclamation Claim.

       (3) Sellers who are in agreement with the Reconciled
           Reclamation Claim as contained in the Statement of
           Reclamation may indicate their assent on the Statement
           of Reclamation and return the Statement no later than
           60 days after the date the Debtors delivered the
           Statement of Reclamation to the Debtors'
           representative as set forth in the statement with
           copies to:

                 Skadden, Arps, Slate, Meagher & Flom, LLP
                 333 West Wacker Drive, Suite 2100
                 Chicago, Illinois 60606
                 Attn: J. Eric Ivester, Esq.

       (4) Sellers who are in disagreement with the Reconciled
           Reclamation Claim as contained in the Statement of
           Reclamation must indicate their dissent, including any
           changes to the Statement of Reclamation, and return
           the statement of dissent by the Reconciliation
           Deadline to the Debtors' representative, with copies
           to Skadden.  A Statement of Dissent returned must be
           accompanied by:

           * to the extent that the date of receipt or delivery
             of the Reclamation Demand is challenged in the
             Statement of Reclamation, a copy of the Reclamation
             Demand together with any evidence of the date when
             Reclamation Demand was sent and received;

           * the identity of the Debtor that ordered the products
             and the identity of the Seller from whom the goods
             were ordered;

           * any evidence demonstrating when the goods were
             shipped and received;

           * copies of the Debtor's and Seller's purchase orders
             and invoices, together with a description of the
             goods shipped; and

           * a statement identifying which information on
             the Debtors' Statement of Reclamation is incorrect,
             specifying the correct information and stating any
             legal basis for the objection.

       (5) The failure of a Dissenting Seller to materially
           comply with the Statement of Dissent requirement will
           constitute a waiver of the Dissenting Seller's right
           to object to the proposed treatment and allowed amount
           of the Reclamation Claim.

       (6) Any Seller who fails to return a Statement of Dissent
           or a Statement of Reclamation by the Reconciliation
           Deadline, or who returns a Statement of Dissent or a
           Statement of Reclamation by the Reconciliation
           Deadline but fails to indicate assent or dissent, will
           be deemed to have assented to the Reconciled
           Reclamation Claim.

   (C) Fixing the Allowed Amount of a Reclamation Claim

       (1) The Reclamation Claims of all Sellers who:

              (i) return the Statement of Reclamation by the
                  Reconciliation Deadline and indicate their
                  assent to the Reconciled Reclamation Claim as
                  contained in the Statement of Reclamation;

             (ii) fail to return the Statement of Reclamation by
                  the Reconciliation Deadline; and

            (iii) return the Statement of Reclamation by the
                  Reconciliation Deadline but who fail to
                  indicate either assent or dissent,

           will be deemed an Allowed Reclamation Claim in the
           amount of the Reconciled Reclamation Claim.

       (2) The Debtors are authorized to negotiate with all
           Dissenting Sellers and to adjust the Reconciled
           Reclamation Claim either upward or downward to reach
           an agreement regarding the Dissenting Seller's
           Reclamation Claim.  The Debtors are also authorized to
           include any Reserved Defenses as part of any
           agreement.  In the event the Debtors and a Dissenting
           Seller are able to settle on the amount and treatment
           of the Dissenting Seller's Reclamation Claim, the
           Reclamation Claim will be deemed an Allowed
           Reclamation Claim in the settled amount.

       (3) In the event that no consensual resolution of the
           Dissenting Seller's Reclamation Demand is reached
           within 60 days after the Reconciliation Deadline, the
           Debtors will file a motion for determination of the
           Dissenting Seller's Reclamation Claim.  The Dissenting
           Seller's Reclamation Claim, if any, will be deemed an
           Allowed Reclamation Claim as fixed by the Court in the
           Determination Hearing or as agreed to by the Debtors
           and the Dissenting Seller prior to a determination by
           the Court in the Determination Hearing.

   (D) Treatment of Allowed Reclamation Claims

       (1) The Debtors may at any point in the Reclamation
           Procedures satisfy in full any Reclamation Claim or
           Allowed Reclamation Claim by paying the amount
           requested or allowed, or by making the goods available
           for pick-up by the Seller or Dissenting Seller.

       (2) All Allowed Reclamation Claims for which the Debtors
           choose not to make the goods available for pick-up
           will be paid in full as an administrative expense
           pursuant to a confirmed reorganization plan, or
           earlier, in whole or in part, in the Debtors' sole
           discretion.

The Debtors propose to reconcile and pay Allowed Reclamation  
Claims pursuant to the Reclamation Procedures without the need  
for further Court order.  In the event that an Allowed  
Reclamation Claim, in whole or in part, is paid earlier than the  
effective date of a confirmed reorganization plan, any payments  
will be subject to any Reserved Defenses.  Reserved Defenses will  
be deemed waived by the Debtors on the earlier of the effective  
date of a confirmed plan or the date which is one year after the  
last payment of an Allowed Reclamation Claim.  This date may be  
extended by agreement of the parties, by the Court, or at the  
Debtors' request.

                  Release of Reclamation Rights

The satisfaction of an Allowed Reclamation Claim pursuant to the  
Reclamation Procedures will constitute a waiver, release,  
discharge and satisfaction of any and all rights and claims that  
the holder of the Allowed Reclamation Claim has ever had, or  
later can, will or may have, against the Debtors arising from, or  
in connection with, the goods constituting the basis for the  
Allowed Reclamation Claim, and of any other reclamation rights  
for the same goods that the holder of the Allowed Reclamation  
Claim has asserted against the Debtors.

By payment and acceptance under the Reclamation Procedures, the  
Debtors and the holder of the Allowed Reclamation Claim will be  
deemed to agree that the Debtors do not in any way waive any  
claims they may have against any Seller relating to preferential  
or fraudulent transfers, or other potential avoidance actions,  
claims, counterclaims or offsets with respect to the Seller.   
Rather, the Debtors expressly reserve their rights to pursue the  
preferential or fraudulent transfers, or other potential  
avoidance actions, claims, counterclaims or offsets with respect  
to the Seller, and any and all other claims, actions or offsets  
they may seek to advance against any Seller in the future other  
than those arising specifically in connection with the Allowed  
Reclamation Claim.  

The Debtors specifically reserve the right to object on any  
grounds to any claim filed by the Seller.

Mr. Milmoe notes that nothing contained in the Debtors' Request  
will be deemed:

   (a) an admission as to the solvency or insolvency of the
       Debtors as of the Petition Date; or

   (b) the assumption or rejection of an executory contract.

The Debtors propose that the holder of an Allowed Reclamation
Claim, by accepting payment in accordance with the Reclamation  
Procedures, be deemed to warrant that it has not assigned any of  
its rights to its Reclamation Claim, unless the Debtors have  
received written notice of the assignment before any payment.  In  
this case, the assignee will be treated as the holder of the  
Allowed Reclamation Claim.

                          *     *     *

Judge Venters grants the Debtors' Request on an interim basis.   
The Court will convene a hearing on November 3, 2004, to consider  
final approval of the Reclamation Procedures.

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: Employs Ordinary Course Professionals
----------------------------------------------------------
Interstate Bakeries and its debtor-affiliates customarily employ
the services of various attorneys, accountants, technology
consultants, appraisers, leasing agents, escrow and closing
agents, property managers, brokers, actuaries, environmental and
other consultants, insurance advisors and other professionals to
represent them in matters arising in the ordinary course of
business.

Although the Debtors believe that many of the Ordinary Course  
Professionals may not be "professional persons" as contemplated  
by Section 327 of the Bankruptcy Code, and, therefore, no  
retention is necessary, out of an abundance of caution, the  
Debtors ask the United States Bankruptcy Court for the Western
District of Missouri, Kansas Division, for authority to employ the
Ordinary Course Professionals.  The Debtors want to avoid any
disruption in the professional services required in the day-to-day
operation of their business.

Specifically, the Debtors seek the Court's permission to:

   (a) employ Ordinary Course Professionals without the
       necessity of a separate, formal application approved by
       the Court for each Ordinary Course Professional; and

   (b) compensate the Ordinary Course Professionals for
       postpetition services rendered, subject to certain limits,
       without the necessity of additional Court approval.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom, LLP,  
in Chicago, Illinois, relates that even if the automatic stay and  
other issues in the Debtors' Chapter 11 cases may decrease the  
Debtors' need for certain Ordinary Course Professionals'  
services, the Debtors cannot now quantify or qualify that need.  
Moreover, it is impractical and inefficient for the Debtors and  
the Court to address the proposed employment of Ordinary Course  
Professionals on an individual basis.

                   Payment of Fees and Expenses

The Debtors propose to pay, without formal application to the  
Court by any Ordinary Course Professional, 100% of the interim  
fees and disbursements to each of the Ordinary Course  
Professionals at the Debtors' receipt of an appropriate invoice  
setting forth in reasonable detail the nature of the services  
rendered after the Petition Date, so long as the interim fees and  
disbursements do not exceed $45,000 per month in the aggregate  
per Ordinary Course Professional, and no more than $750,000 per  
Ordinary Course Professional for the duration of the Debtors'  
Chapter 11 cases.

Payments to a particular Ordinary Course Professional will be  
subject to Court approval pursuant to an application for an  
allowance of compensation and reimbursement of expenses under  
Sections 330 and 331, if the payments exceed $45,000 per month or  
$750,000 for the entire Chapter 11 cases for that Ordinary Course  
Professional.

                Submission of Rule 2014 Affidavits

In lieu of filing separate employment applications, the Debtors  
will require each Ordinary Course Professional who is an attorney  
to file with the Court and serve an Affidavit of Proposed  
Professional and Verified Statement in accordance with Rule 2014  
of the Federal Rules of Bankruptcy Procedure on:

   (a) the counsel for the Debtors:

       Skadden, Arps, Slate, Meagher & Flom, LLP
       333 West Wacker Drive
       Chicago, Illinois 60606
       Attn: J. Eric Ivester, Esq.
             Samuel S. Ory, Esq.

       -- and --

       Stinson Morrison Hecker, LLP
       1201 Walnut, Suite 2800
       Kansas City, Missouri 64106-2150
       Attn: Paul M. Hoffman

   (b) the Office of the United States Trustee;

   (c) the steering committee for the Debtors' prepetition
       lenders and counsel for JPMorgan Chase Bank, as agent for
       the prepetition lenders;

   (d) the agents for the Debtors' DIP financing facility and
       their counsel;

   (e) U.S. Bank National Association, as Trustee for Interstate
       Bakeries Senior Subordinated Convertible Notes and its
       counsel; and

   (f) the counsel to the Official Committee of Unsecured
       Creditors.

After receipt of each affidavit, the Notice Parties will have 20  
days to object to the employment.  Objections, if any, must be  
served on the Ordinary Course Professional and the Notice Parties  
on or before the Objection Deadline.  If any objection cannot be  
resolved within 20 days of service, the matter will be scheduled  
for hearing before the Court at the next regularly scheduled  
omnibus hearing or other date otherwise agreeable to the Ordinary  
Course Professional, the Debtors and the objecting party.  If no
objection is submitted by the Objection Deadline or if any  
objection submitted is timely resolved, the Ordinary Course  
Professional's employment will be deemed approved without further  
Court order.

             Statement of Ordinary Course Professional

The Debtors further propose to file a statement with the Court  
every 120 days, or at any other period as the Court directs, and  
serve the Statement on the Notice Parties.  The Statement will  
include these information for each Ordinary Course Professional:

   (a) The name of the Ordinary Course Professional;

   (b) The aggregate amount paid as compensation for services
       rendered and reimbursement of expenses incurred by the
       Ordinary Course Professional during the 120 days; and

   (c) A general description of the services rendered by each
       Ordinary Course Professional.

The Debtors want to avoid any later controversy about their  
employing and paying the Ordinary Course Professionals during the  
pendency of their Chapter 11 cases.  The Debtors will seek  
specific Court authority under Section 327 to employ any other  
professionals involved in the actual administration of their  
Chapter 11 cases.

Although certain of the Ordinary Course Professionals may hold  
unsecured claims, the Debtors do not believe that any of the  
Ordinary Course Professionals have an interest materially adverse  
to their estates, creditors, or shareholders.

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)


JEUNIQUE INT'L: Has Until Oct. 18 to Make Lease-Related Decisions
-----------------------------------------------------------------          
The Honorable Maureen A. Tighe of the U.S. Bankruptcy Court for
the Central District of California extended, until October 18,
2004, the period within which Juenique International, Inc., can
elect to assume, assume and assign, or reject its unexpired
nonresidential property leases and executory contracts.

The Debtor tells the Court that it intends to assume the lease on
its international corporate headquarters, located at 19501 East
Walnut Drive in City of Industry, California, as part of its
proposed plan of reorganization.

Since the plan has not been finalized and confirmed, the Debtor
believes it is necessary to assume the lease only if the plan is
confirmed so it will be in the best position to address the
significant pre-petition arrearages, which must be resolved prior
to assumption of the lease.  The extension will give the Debtor
more time to determine and evaluate if the lease on its
headquarters is necessary for its continued and reorganized
operations.

The Debtor assures Judge Tighe that the lessor and landlord of its
headquarters property, the Nobbs Family Trust, will not be harmed
by the extension of the lease decision period.  The Debtor is
current on all post-petition rent obligations to the landlord.

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


JILLIAN'S ENT: Absence of Purchaser Cues Rochester Club Closure
---------------------------------------------------------------
Jillian's Entertainment Holdings Inc. closed its Rochester, New
York, club after being unable to find a buyer for the location.
The chain of multi-venue entertainment spots has sale agreements
for substantially all its other assets. The Rochester location is
the only Jillian's club to have closed since the company filed for
reorganization under Chapter 11 of the U.S. Bankruptcy Code last
May 23.

The Rochester club, which opened in 1999 in the High Falls
historic district near downtown, has experienced declining
revenues, said Gregory S. Stevens, Jillian's chief financial
officer. During the Chapter 11 proceedings, which included an
auction held September 21, the Rochester Jillian's drew interest
but no buyer.

The U.S. Bankruptcy Court in Louisville has approved the sale of
most of Jillian's assets to Dave & Buster's Inc. (NYSE: DAB) and
Gemini Investors III, L.P. for $64.8 million. Jillian's, which has
its headquarters in Louisville, has owned, operated and/or
licensed 35 clubs in 20 states.

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


KAISER ALUMINUM: Wants to Reject Mead Works Contracts
-----------------------------------------------------
Kaiser Aluminum & Chemical Corporation and Kaiser Aluminum
Technical Services, Inc., ask the U.S. Bankruptcy Court for the
District of Delaware for authority to reject certain executory
contracts and unexpired leases relating to the smelter operations
and the Automated Systems Group business at the Debtors' facility
in Mead, Washington.

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that from time to time before the
Petition Date, KACC and Kaiser Technical Services entered into
contracts and leases with various parties for the provision of
services or the purchase or lease of goods relating to the ASG
Business or the Debtors' operations at the Mead Works.  In May
2004, the Debtors obtained Court permission to sell the Mead
Works and the ASG Business.  The Debtors also assumed and assigned
certain executory contracts and leases associated with the Mead
Works and the ASG Business.

KACC and Kaiser Technical Services now want to reject those
contracts and leases that were not assumed and assigned as part of
the Mead Works Sale.  KACC and Kaiser Technical Services have
determined that the rejection of the Excluded Contracts is
warranted.  As a result of the Mead Works Sale, neither KACC nor
Kaiser Technical Services require the goods and services provided
by, or will be able to supply product or services under, the
Excluded Contracts.

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)


LAKE LAS VEGAS: Moody's Places Ba3 Rating on Sr. Secured Debt
-------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Lake at
Las Vegas Joint Venture including a Ba3 to the proposed senior
secured first lien term loan and a B1 to the proposed senior
secured second lien term loan, a B1 senior implied rating, and a
B2 issuer rating. The ratings outlook is stable.

Net proceeds from the $460 million of term loans will be largely
used to provide a return of capital to the private equity holders.  
As such, these term loan proceeds effectively return to the owners
several years of future cash flows that will be substantially in
excess of the track record demonstrated prior to this year.  If
these expectations about future cash flows should not be met, debt
service payments could be jeopardized. The stable ratings outlook
reflects Moody's assessment that Lake Las Vegas has reached the
inflection point in its development cycle and should be in a
position to harvest cash flows rather than continue to pour
massive infrastructure spending into the community.

The ratings incorporate:

   (a) the short demonstrated track record of the project and
       limited historical audited financials provided by the
       company,

   (b) the location and geographic and demographic concentration
       of the development, market risk, indications of
       speculative excess in the Las Vegas market, and

   (c) the negative net worth of the company after adjusting for
       the dividend to the owners.

At the same time, the ratings acknowledge:

   (a) the strength of the Las Vegas housing market,

   (b) the successful track record of the owners in prior large
       developments,

   (c) the substantial infrastructure investment already made in
       the project,
   (d) the significant over collateral in the structure,

   (e) the unique attributes of the development's water rights
       and 320-acre private lake, and

the level of project acceptance achieved to date.

The rating assignments are listed below:

   * Ba3 on $360 million of senior secured first lien term loans
     due October 15, 2009

   * B1 senior implied rating

   * B1 on $100 million of senior secured second lien term loans
    due October 15, 2010

   * B2 senior unsecured issuer rating

Although prior owners began development of Lake Las Vegas in 1964
and the current owners took over the project in 1988, revenue and
cash flow generation did not achieve critical mass until this
year.  Audited financial statements for the prior two years show
rather insignificant performance.  Going forward, revenue and cash
flow projections effectively extrapolate 2004's performance out
into the future.  Should these projections fall significantly
short, amortization of the term loans could come under pressure.

The Lake Las Vegas development is located 17 miles east of the Las
Vegas strip and is geared to a more affluent,
vacation/retirement/second home demographic slice of the market.
The challenge for the project will be to lure homeowners and hotel
guests away from the strip, where much of the excitement is and
where high rise towers geared to the affluent buyer are being
built, and out to a somewhat remote resort location.  As well, the
company's revenue base is derived from a single site in one city,
which makes geographic concentration an issue.

The company faces considerable market risk in that future
potential lot sales are all speculative.  There are no mandatory
take-or-pay land sale contracts as in some other land development
projects.

The Las Vegas housing market has experienced very rapid price
appreciation in recent years, most significantly in the past
twelve months.  As a result, speculative buying and flipping have
increased, leading to an increase in the number of resales on the
market that are competing with new home sales and causing at least
one homebuilder -- Pulte -- to have to give back some of its
recent price increases in order to drive cancellation rates back
down to more normal levels.

Although the owners will still derive significant residual values
at the back end if things go according to plan, they are currently
withdrawing more than the accumulated equity capital of the
company.  Moody's would feel more comfortable if they still had
substantial skin left in the game.

On the plus side, Las Vegas has consistently been one of the
strongest residential housing markets in the country with lot
supply being constrained by the timing of land sales by the Bureau
of Land Management, which is the dominant land owner in the area.


The owners of Lake Las Vegas, Ron Boeddeker and certain Bass
family interests through their jointly owned company,
Transcontinental Land Company, have successfully developed other
large projects in the past, such as the McCormick Ranch in
Scottsdale, AZ, Lake Arrowhead, and Waikoloa on Hawaii's Big
Island.

The owners and third parties have made substantial infrastructure,
retail, and residential investment in the project.  To date, over
$590 million of partner (Transcontinental) capital, $700 million
of homebuilder, retail village and hotel capital, and $325 million
of capital invested by homebuyers in the various Lake Las Vegas
communities have been invested since inception.  The company
estimates that it needs to make approximately $85 million of
additional infrastructure investment to realize more than $1
billion of net value remaining in the development.

Pro forma for the $460 million of term loan proceeds, a dividend
to the owners of $398 million, repayment of $43 million of
existing bank debt, $8 million of deferred interest and fees
associated with existing debt, and $11 million of estimated
transaction fees and expenses, first lien debt/net value would be
approximately 33%, first and second lien combined debt/net value
would be 42%, and total debt/net value would be 46%. Substantial
collateral protection exists for the first lien term loan,
permitting the notching up above the senior implied rating.

Lake Las Vegas is a 3592-acre resort and destination community and
is one of the larger master-planned communities in Las Vegas.  Its
claim to uniqueness, however, is derived from the private lake and
dam which support the water needs of the community.  The private
dam, which stands 18 stories high and stretches over 1.25 miles,
is approximately the size of the Hoover dam.  This lake and water
supply are unlikely ever to be duplicated as water rights of this
magnitude are no longer available in the water-constrained Las
Vegas Valley or other regions in the West.

While the project has been in development over many years and
still has much in the way of unsold land to market, there has been
some project acceptance achieved to date.  It has managed to
attract a Hyatt Regency Hotel, which opened in 1999, and a Ritz-
Carlton, which opened in 2003, and it has sold roughly 30% of the
developable land to date.

The term loan facilities will have a borrowing base calculated at:

   * 80% against lots under sale contract,
   * 65% against lots under option contract, and
   * 50% against entitled land not under contract.

There will be a 50% excess cash flow sweep and a dividend basket
of up to 50% of excess cash flow so long as total debt/operating
cash flow is less than 2.5x.

Other expected covenants are:

   * a total debt/net value limitation of 55%,
   * total debt/operating cash flow of 3.5x that steps down to
     3.0x in 2006 and to 2.5x in 2008, and
   * operating cash flow/cash interest of 3.0x.

Required amortization of the first lien term loan is 1% per annum
for the first four years with a 96% bullet in the fifth year.

Headquartered in Las Vegas, NV, Lake at Las Vegas Joint Venture
and its co-borrower, LLV-1, LLC, own and operate the Lake Las
Vegas Resort, a 3592-acre master planned residential and resort
destination located 17 miles east of the Las Vegas strip.
Projected revenues and operating cash flow for the twelve month
period that will end on December 31, 2004 are approximately $226
million and $165 million, respectively.


LANTIS EYEWEAR: Court Extends Exclusive Period Until Dec. 21
------------------------------------------------------------        
The Honorable Allan L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York gave Lantis Eyewear Corporation
and its Official Committee of Unsecured Creditors an extension,
through and including December 21, 2004, to file a chapter 11
plan.  The Debtor and the Committee have until February 19, 2005,
to solicit acceptances of that plan from the Debtor's creditors.

The Debtor reminds the Court that on August 4, 2004, it approved
the sale of substantially all of the Debtor's assets to HIG
Recovery Fund II, Inc., pursuant to an Asset Purchase Agreement
and as part of its liquidation efforts.  The sale closed on
August 18, 2004.

Because of the sale's importance to the Debtor's liquidation
efforts, the Debtor and the Committee had to wait until the sale
transaction was completed before trying to formulate a joint
liquidating plan.

The Debtor and the Committee add that they will not be able to
finalize and file their plan until after all applicable bar dates
have passed.  The bar date for all unsecured creditors to file
proofs of claim passed on July 12, 2004, but the bar date for
governmental entities will not pass until November 15, 2004.  The
passing of all bar dates is necessary to give the Debtor an
opportunity to study all the claims against it.

Headquartered in New York, New York, Lantis Eyewear Corporation --
http://www.lantiseyewear.com/-- is a leading designer, marketer  
and distributor of sunglasses, optical frames and related eyewear
accessories throughout the United States.  The Company filed for
chapter 11 protection on May 25, 2004 (Bankr. S.D.N.Y. Case No.
04-13589).  Jeffrey M. Sponder, Esq., at Riker, Danzig, Scherer,
Hyland & Perretti, LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $39,052,000 in total assets and $132,072,000 in total
debts.


LERNOUT & HAUSPIE: KPMG Settles Lawsuit for $115 Million
--------------------------------------------------------
Accounting firms KPMG Bedrijfsrevisoren of Belgium and KPMG LLP of
the United States have agreed to pay a total of $115 million to
settle a shareholder lawsuit stemming from the collapse of
Lernout & Hauspie Speech Products, N.V., a Belgian software
company.

The payment by the KPMG Defendants represents one of the largest
combined recoveries from accounting firms in a securities class
action, according to Berman DeValerio Pease Tabacco Burt &
Pucillo, one of three law firms representing co-lead plaintiffs in
the case.

Investors who purchased Lernout & Hauspie common stock on the
Nasdaq Stock Market, purchased Lernout & Hauspie call options, or
sold Lernout & Hauspie put options on any U.S.-based options
exchange from Apr. 28, 1998, through and including Nov. 9, 2000,
are eligible to file claims to share in the settlement proceeds.
The settlement requires court approval before becoming final.

"Lernout & Hauspie used almost every accounting trick in the book
to scam investors, which led to the company's demise," said Berman
DeValerio partner Jeffrey C. Block. "The recovery is a win for
investors, particularly considering the company went bankrupt."

The lawsuit, pending in U.S. District Court for the District of
Massachusetts, claimed that Lernout & Hauspie and its top
executives used deceptive accounting practices to artificially
inflate the company's reported revenues by an astounding 64
percent - or a total of $377 million - over a two-and-a-half-year
period.

The settlement ends litigation against the KPMG Defendants. The
case is continuing against other defendants, including Lernout &
Hauspie's former top officers, who are currently facing criminal
charges in Belgium. For more information about this case, visit
http://www.bermanesq.com/

Berman DeValerio is co-lead counsel in the case, along with the
law firms of Shalov Stone & Bonner LLP and Cauley Bowman Carney &
Williams, PLLC. The firms represent a group of individual
investors as lead plaintiffs.

Lernout & Hauspie Speech Products and its debtor-affiliates
filed for Chapter 11 protection on November 29, 2000, (Bankr.
Del. Case No. 00-04398).  Judge Wizmur confirmed the Creditors'
Committee's Plan of Liquidation for Lernout & Hauspie Speech
Products, N.V., on May 29, 2003.  Robert J. Dehney, Esq., Gregory
W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell and Luc
A. Despins, Esq., Matthew S. Barr, Esq., and James C. Tecce, Esq.,
at Milbank, Tweed, Hadley & McCloy LLP represent the Debtors.  
Ira S. Dizengoff, Esq., and James R. Savin, Esq., at Akin Gump
Strauss Hauer & Feld LLP, and Francis A. Monaco, Esq., and Joseph
J. Bodnar, Esq., at Monzack and Monaco, represented the software
company's Creditors' Committee.


MIRANT CORP: Asks Court to Approve Outsourcing Pact to Cut Costs
----------------------------------------------------------------
The employees currently handling the accounts payable, payroll,  
and other financial services for Mirant Corporation and its
debtor-affiliates are employed by Mirant Services, LLC.  Mirant
Services has 18 employee positions in the Accounts Payable
Department.  These employees are currently disbursed through the
business units, with the core group located at Mirant's
headquarters in Atlanta, Georgia.  Mirant Services also has four
employee positions in the Payroll Department, all of whom are
located at the Headquarters.

Mirant Services expends $1,500,000 annually to perform the  
Payroll and Accounts Payable Services, including, among other  
things, employee salaries and administrative and management  
costs.

                The Corporate Overhead Initiative

After their bankruptcy filing, the Debtors established a cross-
functional team to assess and implement opportunities to  
streamline overhead through cost reductions and process  
improvement.  As part of their Corporate Overhead Initiative,  
which was presented to the Creditors' Committees, the Debtors  
determined that outsourcing the Payroll and Accounts Payable  
Services would benefit the Debtors by centralizing operations,  
reducing management and administrative costs relating to the  
Payroll and Accounts Payable Services, and standardizing the  
Debtors' financial practices.

Michelle Campbell, Esq., at White & Case, LLP, in Miami, Florida,  
explains that outsourcing:

   * frees up employee time and energy to devote to core business
     activities;

   * reduces the burden on administrative, human resources, and
     technology support services to hire, train and manage staff
     and develop necessary infrastructure; and

   * is a means of significantly reducing overhead costs, due to
     economies of scale, operational flexibility, competitive
     advantages and  superior supplier expertise.

Companies providing outsourcing services also have expertise,  
technology and other resources not available to a small, in-house  
department.

The Debtors contacted 13 vendors to discuss outsourcing the  
Payroll and Accounts Payable Services.  The Debtors assessed each  
vendor on multiple factors.  At the conclusion of this  
investigation, the Debtors determined that Outsource Partners  
International, Inc., was most qualified to provide the Payroll  
and Accounts Payable Services.

                    The Outsourcing Agreement

Pursuant to a Finance and Administration Services Agreement,  
dated September 15, 2004, Outsource Partners will perform Payroll  
and Accounts Payable Services for the Debtors.  Outsource  
Partners' services will not include services related to those  
provided by Mirant Americas Energy Marketing, LP.

The Agreement provides that:

   (a) Accounts Payable will be centralized at the Headquarters,
       where invoice scanning, approvals, error resolution, and
       payment will occur.  To provide these services, Outsource
       Partners will hire four of Mirant Service's existing
       employees, at comparable compensation levels, and base
       these employees at the Headquarters.  All data entry will
       be sent to Outsource Partners' site in Bangalore, India,
       where it will identify five employees in India to provide
       requisite financial services for Mirant Services.

   (b) Outsource Partners will perform all of the functions
       currently performed by the Payroll Department, operating
       at the Headquarters.  Outsource Partners will hire one of
       Mirant Service's existing employees, at comparable
       compensation levels.  

   (c) Mirant Services will pay Outsource Partners an aggregate
       of $235,724 in 2004, and $887,263 in 2005, which includes
       all costs and expenses related to salaries, benefits,
       bonuses and incentives, administrative costs, and
       Outsource Partners' management fee and mark-up.

   (d) Outsource Partners will invoice Mirant Services twice
       monthly for the estimated costs of salaries, benefits,
       administrative costs and Outsource Partners' management
       fee for the subsequent period.  At the end of each month,
       Outsource Partners will invoice Mirant Services for the
       actual cost of expenses and any other amount outstanding.
       Outsource Partners will separately invoice Mirant Services
       for any additional duties performed by Outsource Partners
       that are not within the scope of the Agreement.

   (e) The term of the Agreement is three years, with provisions
       providing for early termination or an extension of the
       term.

Pursuant to a separate agreement, Mirant Services will pay  
Outsource Partners a $127,750 system automation fee, broken down  
into monthly installments paid between September and December  
2004.  The system automation services provided by Outsource  
Partners will benefit Mirant Services by creating an application  
for the approval and coding of invoices that will be easily  
accessible, as well as provide complete and accurate financial  
information.

Ms. Campbell informs Judge Lynn that the Outsourcing Agreement  
will result in an annual savings of $500,000 to Mirant Services.

By this motion, the Debtors ask the United States Bankruptcy Court
for the Northern District of Texas for permission to enter  
into the Agreement with Outsource Partners, retroactive to  
September 15, 2004.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect  
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  The Company filed for
chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590).  Thomas E. Lauria, Esq., at White & Case LLP, represent
the Debtors in their restructuring efforts.  When the Company
filed for protection from their creditors, they listed
$20,574,000,000 in assets and $11,401,000,000 in debts. (Mirant
Bankruptcy News, Issue No. 46; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


MOONEY AEROSPACE: Judge Walrath Approves Disclosure Statement
-------------------------------------------------------------
The Honorable Mary F. Walrath put her stamp of approval on Mooney
Aerospace Group, Ltd.'s Disclosure Statement explaining its
Chapter 11 plan.  With a court-approved Disclosure Statement in
hand, the Debtor can now transmit that document to its creditors
and ask them to vote to accept the company's plan.  The Debtor
anticipates dropping copies of the plan, disclosure statement and
ballots in the mail by Oct. 18, 2004.  Creditors' ballots must be
returned by Nov. 30.  The Court has scheduled a Confirmation
Hearing on Dec. 14.

The Debtor's Plan provides that Allen Holding & Finance Ltd. will
get a 50% stake in the Reorganized Company in exchange for the
return of Mooney Airplane Co., which it purchased in May 2004 when
it assumed $21 million in secured debt and invested $4 million in
the company.  Mooney's unsecured creditors and bondholders get a
46% equity stake in the Reorganized Debtor.  The remaining 4%
slice of the new equity pie is split 50/50 between current
preferred and common shareholders.  

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

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

Headquartered in Kerrville, Texas, Mooney Aerospace Group, Ltd.
-- http://www.mooney.com/-- is a general aviation holding company  
that owns Mooney Airplane Co., located in Kerrville, Texas.  The
Company filed for chapter 11 protection on June 10, 2004 (Bankr.
Del. Case No. 04-11733).  Mark A. Frankel, Esq., at Backenroth
Frankel & Krinsky LLP, represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $16,757,000 in total assets and $69,802,000
in total debts.


NATIONAL MENTOR: S&P Puts Single-B Ratings on Notes and Loans
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned to special-needs
services provider National Mentor Inc.:

   -- its 'B+' corporate credit rating

   -- its 'B-' senior subordinated debt rating to the company's
      proposed $150 million senior subordinated notes due in 2012,
      and

   -- its 'B+' senior secured debt rating and '2' recovery rating
      to the company's proposed $80 million revolving credit
      facility due in 2010, and to its $170 million term loan B
      due in 2011.

Standard & Poor's expects National Mentor to use the proceeds from
the term loan and note offerings, as well as about $17 million of
on-hand cash and approximately $1 million of revolving credit
facility borrowings, to:

   -- refinance its existing $160 million term loan B,
   -- refinance $57 million of holding company debt,
   -- redeem about $116 million of preferred stock, and
   -- fund related transaction costs

After the transaction, National Mentor will have approximately
$336 million of total debt outstanding.

The outlook is stable.

"The low-speculative-grade ratings on Boston, Massachusetts-based
National Mentor Inc. reflect the company's narrow business focus,
its exposure to potential changes in government reimbursement, and
its aggressive capital structure," said Standard & Poor's credit
analyst Jesse Juliano.  

"These concerns are only partially mitigated by National Mentor's
position as the second-largest special-need services provider, its
low fixed-cost business model, its relatively conservative growth
strategy, and a favorable long-term industry environment."

National Mentor provides home and community-based services,
including behavioral health, rehabilitation, and developmental
disability related services, to mentally retarded or
developmentally disabled (MR/DD) individuals, at-risk or troubled
youths, and people with acquired brain injuries.  

The company offers its services across 29 states, through more
than 1,800 programs, to approximately 18,500 clients.  National
Mentor competes with other large care providers such as Res-Care
Inc. and numerous smaller local operators.

National Mentor receives more than 90% of its revenue from
Medicaid and various state agencies.  While the company is
diversified across 29 states, numerous county governments, and
various contracting agencies, it is highly vulnerable to changes
in reimbursement policy.  

If state budgets are stretched, as many were in 2003 and 2004,
reimbursement for National Mentor's services could be reduced or
increase at a slower rate than the rate by which costs increase.  
This could be particularly troubling for the company, given its
already relatively thin EBITDA margins (in the low-teens area) and
its significant debt obligations.  

However, large reimbursement reductions seem unlikely for now.  
Reimbursement in 2003 and 2004 was flat to slightly lower due to
strained state budgets.  Also, MR/DD advocacy groups tend to be
very active, and states are dissuaded from reducing spending
because they would lose some of the federal match funding for
Medicaid.


NEIGHBORCARE INC: Reiterates Rejection of Omnicare Tender Offer
---------------------------------------------------------------
NeighborCare, Inc. (Nasdaq: NCRX) has received a letter from
Omnicare proposing a meeting with NeighborCare to discuss
Omnicare's (NYSE: OCR) unsolicited tender offer.

Following a meeting of NeighborCare's Board of Directors, John J.
Arlotta, NeighborCare's Chairman, President, and Chief Executive
Officer, said: "The NeighborCare Board does not believe that
further discussions, beyond those held previously, would be
productive. NeighborCare has rejected Omnicare's offer three times
and nothing has changed. The Board continues to believe that
implementing our business plan is the best option for
NeighborCare, its shareholders, customers and other constituents."

                     About NeighborCare, Inc.

NeighborCare, Inc. (Nasdaq: NCRX) is one of the nation's leading
institutional pharmacy providers serving long term care and
skilled nursing facilities, specialty hospitals, assisted and
independent living communities, and other assorted group settings.
NeighborCare also provides infusion therapy services, home medical
equipment, respiratory therapy services, community-based retail
pharmacies and group purchasing. In total, NeighborCare's
operations span the nation, providing pharmaceutical services in
32 states and the District of Columbia.

Visit our website at http://www.neighborcare.com/

                          *     *     *

As reported in the Troubled Company Reporter's May 26, 2004
edition, Standard & Poor's Ratings Services placed its ratings on
Omnicare Inc., including the 'BBB-' corporate credit ratings, on
CreditWatch with negative implications after the long-term care
pharmacy provider disclosed an all-cash offer to purchase
competitor NeighborCare Inc.

At the same time, the ratings on NeighborCare, including the 'BB-'
corporate credit rating, were also placed on CreditWatch with
negative implications, as the pro forma combination is likely to
have a markedly weaker financial profile than NeighborCare. The
purchase price of $1.5 billion includes the assumption or
repayment of a $250 million NeighborCare debt issue. Estimating
the effect of additional debt and not assuming any cost savings,
total debt to EBITDA is expected to rise to over 4x, while funds
from operations to total debt will fall to less than 15%.

"We expect to meet with Omnicare management to determine what cash
flow benefits can be realized and the ultimate nature of the
financial structure of the combined company before resolving the
CreditWatch listing," said Standard & Poor's credit analyst David
Lugg.


PAN AMERICAN: S&P Puts 'B' Rating on Proposed $100 Million Bonds
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Argentina-based oil and gas company Pan American Energy LLC
Sucursal Argentina's (the Branch) upcoming issuance of five-year
$100 million bonds.

"Since the bonds will be guaranteed by Pan American Energy LLC
(PAE), the Branch's sole owner, the rating on the current issue
relies on PAE's ratings," said Standard & Poor's credit analyst
Pablo Lutereau.  "The Branch is PAE's most important subsidiary,
accounting for 77% of the production during 2003 and 55% of the
reserves as of December 2003."

The ratings on Argentina-based oil and gas producer Pan American
Energy LLC (PAE) reflect its heavy concentration in the Republic
of Argentina, exposing the company to the risks of operating under
a highly uncertain and rapidly changing economic and regulatory
environment and a significant need for capital expenditures to
develop its large reserve base.  

The ratings also incorporate the company's:

   -- relatively large reserve base,

   -- low operating costs,

   -- moderate financial policy, and

   -- a very sound financial performance despite the Argentine
      crisis since 2001

The stable outlook reflects Standard & Poor's expectations that
PAE will maintain strong coverage ratios during the next few
years, even with lower crude oil prices in the international
markets.  In addition, the current outlook incorporates some
additional intervention from the Government, which nevertheless
does not completely jeopardize the profitability and cash flow
generation ability of the company.


PEMSTAR INC: Revolver Amendment Requires $7 Mil. Quarterly EBITDA
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter, PEMSTAR
Inc. (Nasdaq:PMTR) inked amendments to its $90 million revolving
credit agreement among:

     * itself, Turtle Mountain Corporation and Pemstar Pacific
       Consultants Inc., as Borrowers;

     * Gentlelife, Inc., fka Kinderlife Instruments Inc., as
       Guarantor;

     * Congress Financial Corporation  (a subsidiary of Wachovia
       Bank N.A.), as administrative and collateral agent for
       itself and any other Lenders; and

     * Fleet Capital Corporation, as Documentation Agent for the
       Lenders.

The amendment, for which PEMSTAR paid a $150,000 fee to the
Lenders:

     * extends the agreement by one year to April 24, 2007;

     * reduces the interest rate spread 75 basis points
       (estimated to save up to $300,000 annually);

     * decreases the annual unused line fee PEMSTAR pays for NOT
       borrowing under the facility from 0.50% to 0.375%; and

     * reduces the level of the banks' reserved collateral by
       $3,000,000.

The Amendment lowers the level of unused borrowings that must be
available for EBITDA covenants not to apply from $13 million to
$10 million.  Specifically, the Amendment provides that:

     (a) In the event, any time on or after September 1, 2004,
         Excess Availability under the facility is less than
         $10,000,000, PEMSTAR's Consolidated EBITDA for the
         fiscal quarter ending December 31, 2004, and for each
         quarter thereafter for each quarter will be no less
         than $7,000,000; and

     (b) In the event, any time on or after September 1, 2004,
         Excess Availability under the facility is less than
         $10,000,000, PEMSTAR's Consolidated EBITDA (excluding
         Foreign Subsidiaries) for the fiscal quarter ending
         December 31, 2004, and for each quarter thereafter for
         each quarter will be no less than $2,550,000.

In combination, these changes will make borrowing under eligible
collateral more available for Company borrowings in the normal
course.

                          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.


PRESIDENT CASINOS: Columbia Sussex Wins Bid for St. Louis Biz
-------------------------------------------------------------
President Casinos, Inc. (OTC:PREZQ.OB) said Columbia Sussex was
the winning over bidder for the Company's St. Louis casino
operations under the terms of Section 363 of the United States
Bankruptcy Code. The agreement is for a purchase price of
$57 million, subject to certain closing adjustments.

A hearing to approve the auction results and sale to the winning
bidder is scheduled before the United States Bankruptcy Court for
the Eastern District of Missouri on Wednesday, Oct. 13. The sale
is also contingent upon licensing approval of Columbia Sussex by
the Missouri Gaming Commission. The closing is anticipated to
occur in the Spring of 2005. It is anticipated that the operation
will continue in St. Louis with the new owners. In the interim,
casino operations and management will remain business as usual.

President Casinos, Inc., owns and operates dockside gaming
facilities in Biloxi, Mississippi and downtown St. Louis,
Missouri, north of the Gateway Arch.

At May 31, 2004, President Casinos, Inc.'s balance sheet shows a
stockholders' deficit of $52,899,000 compared to a deficit of
$52,349,000 at February 29, 2004.


QUIGLEY COMPANY: Committee Wants to Give Judge Beatty the Boot
--------------------------------------------------------------
In a bold move, the Official Committee of Unsecured Creditors
(comprised of asbestos claimants) appointed in Quigley Company,
Inc.'s chapter 11 case, filed a motion asking the Honorable
Prudence Carter Beatty to recuse herself from further
participation in the Debtor's bankruptcy case pursuant to Section
455 of the Judiciary Procedures Code "because of personal bias and
prejudice against the Committee's constituency."

The Committee was offended by comments Judge Beatty made from the
bench at the First Day Hearing in Quigley's case.  She questioned:

   -- the extent of the Debtor's asbestos-related liability,
   -- the legitimacy of asbestos-related claims, and
   -- the number of legitimate claimants.

Judge Beatty suggested that claimants might have to prove their
claims.

When lawyers at Weitz & Luxenberg told Judge Beatty they
represented 20% of claimants against Quigley, she asked, "Haven't
I seen the name of your firm on subway train ads, looking for more
people?"  

A full-text copy of the Committee's Recusal Motion and Memorandum
of Law is available at no charge at:

     http://bankrupt.com/misc/102-A.pdf

and a transcript of the First Day Hearing the Committee finds
offensive is available at no charge at:

     http://bankrupt.com/misc/102-B.pdf

Elihu Inselbuch, Esq., Peter Van N. Lockwood, Esq., Walter B.
Slocombe, Esq., Albert G. Lauber, Esq., and Preston Burton, Esq.,
at Caplin & Drysdale, Chartered, represent the Committee.  

Judge Beatty will hold a hearing to consider the Committee's
motion at 2:30 p.m. on Oct. 22, 2004, in Manhattan.  Objections,
if any, must be filed and served by Oct. 12.  

Headquartered in Manhattan, Quigley Company is a subsidiary of
Pfizer, Inc., which used to produce and market a broad range of
refractories and related products to customers in the iron, steel,
glass and other industries.  The Company filed for chapter 11
protection on September 3, 2004 (Bankr. S.D.N.Y. Case No.
04-15739) to resolve legacy asbestos-related liability.  When the
Debtor filed for protection from its creditors, it listed
$155,187,000 in total assets and $141,933,000 in total debts.  
Pfizer has agreed to contribute $405 million to an Asbestos Claims
Settlement Trust over 40 years through a note, contribute
approximately $100 million in insurance, and forgive a $30 million
loan to Quigley.  Michael L. Cook, Esq., at Schulte Roth & Zabel
LLP, represents the Company in its restructuring efforts.


ROPER INDUSTRIES: Acquisition Plan Prompts S&P to Revise Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit and other ratings on Roper Industries Inc. on CreditWatch
with developing implications, meaning that the ratings could be
raised or lowered.

Roper, a diversified industrial company, has announced that it
will acquire TransCore Holdings Inc. from an investor group led by
KRG Capital Partners L.L.C. in a transaction valued at
approximately $600 million.  

TransCore is a provider of technologies and related services in
areas such as:

   -- radio frequency identification (RFID),
   -- satellite-based communication,
   -- mobile asset tracking,
   -- security applications, and
   -- comprehensive toll system and processing services

The purchase is expected to be funded:

   -- cash on hand,

   -- additional borrowings, and

   -- raising approximately $250 million of cash through the
      issuance of common stock

However, the size of each of the components of this financing is
subject to prevailing market conditions.  The transaction is
expected to close by the end of the year.  The completed
acquisition could have a mildly positive effect on ratings, as the
company is trending toward investment-grade statistics.

"If the deal were transacted with the equity cited, a likely
outcome would be a positive outlook," said Standard & Poor's
credit analyst John Sico.  "On the downside, ratings could be
lowered, although by no more than one notch, if the transaction
were not funded with the equity contemplated," the analyst noted.

Duluth, Georgia-based Roper Industries Inc. is a diversified
industrial company providing engineered products and solutions for
global niche markets with sales of about $1 billion.  It benefits
from technological leadership, high profit margins, and low
capital expenditures because of its light asset base.

Standard & Poor's will meet with management to discuss the
company's business strategy and financial policies and await the
outcome of the financing of the transaction before taking any
further rating action.


SCHOOL FITNESS: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: School Fitness Systems L.L.C.
                165 North 1330 West #C-2
                Orem, Utah 84057

Involuntary Petition Date: October 7, 2004

Case Number: 04-36363

Chapter: 11

Court: District of Utah (Salt Lake City)

Judge: William T. Thurman

Petitioners' Counsel: George B. Hofmann, Esq.
                      Parsons Kinghorn & Harris
                      111 East Broadway, 11th Floor
                      Salt Lake City, UT 84111
                      Tel: 801-363-4300
                      Fax: 801-363-4378

List of Petitioners:
      
Petitioners                            Claim Amount
-----------                            ------------
Jordan School District                   $2,148,288
D. Burke Jolley
9361 South 300 East
Sandy, UT 84070

Granite School District                  $2,084,514
David E. Garrett
340 East 3545 South
Salt Lake City, UT 84115

Alpine School District                   $1,956,459
Robert W. Smith
575 North 100 East
American Fork, UT 84003

R. Kimball Mosier                        $1,371,364
Parsons Kinghorn Peters  
111 East Broadway, Suite 1100  
Salt Lake City, UT 84111


SOLUTIA INC: Wants Lease Decision Deadline Extended to Feb. 14
--------------------------------------------------------------
M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher, LLP, in  
New York, relates that though Solutia, Inc., and its debtor-
affiliates continue to review and analyze their unexpired non-
residential real property leases, they will not be able to decide
whether to assume or reject all of them before the current
deadline.  The process of evaluating all of the Unexpired Leases
in connection with their business plan remains time consuming.

In this regard, the Debtors ask the United States Bankruptcy Court
for the Southern District of New York to further extend the time
within which they may assume or reject unexpired leases, to and
including Feb. 14, 2005, without prejudice to their ability to
request a further extension.

Ms. Labovitz explains that the Debtors must carefully assess the  
business operations related to the Unexpired Leases as part of  
their business plan.  For certain of the Unexpired Leases, the  
decision to assume, assume and assign or reject is central to the
Debtors' business operations and to any reorganization plan.  For
others, the decision is complicated because certain Unexpired
Leases are closely linked to other operating contracts,
necessitating a review of those contracts at the same time as the
related leases.  Furthermore, the Debtors must also consider
whether each Unexpired Lease is valuable to their estates and
whether each lease is appropriately priced for its market.  This
process entails research in numerous markets because of the wide  
geographical spread of the Unexpired Leases.

The Debtors do not want to make premature assumption or rejection  
decisions with respect to an Unexpired Lease that may result in  
the Debtors incurring a substantial administrative claim or the  
loss of a valuable lease.  The Debtors want to continue to  
address the process in a rational and practical manner that will  
benefit the Debtors' estates, their creditors and all other  
parties-in-interest.

Ms. Labovitz assures that Court that the Debtors have been  
avoiding undue delay in deciding whether to assume or reject each  
of the Unexpired Leases, and are moving as quickly as practical  
to evaluate each lease and file an appropriate motion with the  
Court.

Ms. Labovitz also attests that the lessors under the Unexpired  
Leases will not be prejudiced by the extension because:

   (a) the Debtors have performed and will continue to perform in  
       a timely manner their undisputed postpetition date  
       obligations under Unexpired Leases;

   (b) no lessor will be damaged by the requested extension in a  
       way that is not compensable under the Bankruptcy Code; and  

   (c) any lessor may ask the Court to fix an earlier date by
       which the Debtors must assume or reject its lease in  
       accordance with Section 365(d)(4) of the Bankruptcy Code.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a  
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  (Solutia Bankruptcy News,
Issue No. 24; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SOUTHWEST HOSP: U.S. Trustee Picks 7-Member Creditors Committee
---------------------------------------------------------------
The United States Trustee for Region 21 appointed seven creditors
to serve on an Official Committee of Unsecured Creditors in
Southwest Hospital and Medical Center, Inc.'s chapter 11 case:

    1. Maxim Healthcare Services, Inc.
       Attn: Jeremy Smith, Regional Controller
       7080 Samuel Morse Drive
       Columbia, Maryland 21046
       Phone: 410-910-1590, Fax: 410-910-1721

    2. Georgia Gwinnett Medical Service, Inc.
       Attn: Pat Holt
       115 Vintage Club Court
       Duluth, Georgia 30097
       Phone: 404-628-6710, Fax: 770-803-9860

    3. Fulton Emergency Physicians, LLC
       Attn: Ross Greenberg
       P.O. Box 5661
       Athens, Georgia 30604
       Phone: 706-354-5770, Fax: 706-354-5769

    4. Progressive Nursing Staffers
       Attn: James Narron
       7001 Kilworth Lane
       Springfield, Virginia 22151
       Phone: 703-750-3991, Fax: 703-750-1875

    5. Productivity Network Innovations, LLC
       Attn: Thomas M. Westerkamp
       9051 Park Avenue
       Houma, Louisiana 70363
       Phone: 985-876-0197, Fax: 985-876-0299

    6. Medical Care Associates, Inc.
       Attn: Gari Russel
       3500 Kensington Road
       Decatur, Georgia 30034
       Phone: 404-299-6111, Fax: 404-294-5426

    7. RLS Med-Support, Inc.
       Attn: Steven W. Greenberg
       4635 Riversound Drive
       Snellville, Georgia 30039
       Phone: 404-993-7643, Fax: 770-979-5441

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

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


SOUTH STREET: S&P Junks 3 Classes of 1999-1 Notes
-------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
A-1LB and A-1 notes issued by South Street CBO 1999-1 Ltd., a
high-yield arbitrage CBO transaction managed by Colonial Asset
Management, on CreditWatch with positive implications.

The CreditWatch placements reflect factors that have positively
affected the credit enhancement available to support the notes
since the ratings were previously lowered October 7, 2003.  

These factors include paydowns of approximately $52.922 million to
the class A notes since the last rating action, including
approximately $21.823 million on the most recent payment date of
July 1, 2004.  On the last payment date, the class A-1LA notes
were completely paid down.

Standard & Poor's will be reviewing the results of current cash
flow runs generated for South Street CBO 1999-1 Ltd. to determine
the level of future defaults the rated tranches can withstand
under various stressed default timing and interest rate scenarios,
while still paying all of the interest and principal due on the
notes.  

The results of these cash flow runs will be compared to the
projected default performance of the performing assets in the
collateral pool to determine whether the ratings currently
assigned to the notes remain consistent with the credit
enhancement available.
   

             Ratings Placed On Creditwatch Positive
                   South Street CBO 1999-1 Ltd.

                                  Rating
                                  ------
                 Class    To                From
                 -----    --                ----
                 A-1LB    BBB-/Watch Pos    BBB-
                 A-1      BBB-/Watch Pos    BBB-
  

                    Other Outstanding Ratings
                   South Street CBO 1999-1 Ltd.

                       Class       Rating
                       -----       ------
                       A-2L        CC
                       A-2         CC
                       A-3         CC


                     Transaction Information

Issuer:              South Street CBO 1999-1 Ltd.

Co-issuer:           South Street CBO 1999-1
                     (Delaware) Corp.

Current manager:     Colonial Asset Management

Underwriter:         Bear Stearns & Co. Inc.

Trustee:             J.P. Morgan Chase

Transaction type:    High-yield Arbitrage CBO
   
      Tranche                 Initial    Last      Current
      Information             Report     Action    Action
      -----------             -------    ------    -------
      Date (MM/YYYY)          07/1999    10/2003   10/2004
      Class A-1LA Notes Rtg.  AAA        AAA       NR
      Class A-1LA Notes Bal.  $85.00mm   $38.31mm  $0
      Class A-1LB Notes Rtg.  AAA        BBB-      BBB-/Watch Pos
      Class A-1LB Notes Bal.  $10.00mm   $10.00mm   $7.75mm
      Class A-1 Notes Rtg.    AAA        BBB-      BBB-/Watch Pos
      Class A-1 Notes Bal.    $55.00mm   $55.00mm  $42.64mm
      Class A-2L Notes Rtg.   AAA        CC        CC
      Class A-2L Notes Bal.   $24.00mm   $24.00mm  $24.00mm
      Class A-2 Notes Rtg.    AAA        CC        CC
      Class A-2 Notes Bal.    $36.00mm   $36.00mm  $36.00mm
      Class A-3 Notes Rtg.    A-         CC        CC
      Class A-3 Notes Bal.    $45.50mm   $45.50mm  $45.50mm
      Class A OC Ratio        119.83%    77.73%    64.59%
      Class A OC Ratio Min.   114.0%     115.0%    115.0%

    
        Portfolio Benchmarks                      Current
        --------------------                      -------
        S&P Wtd. Avg. Rtg.(excl. defaulted)       B
        S&P Default Measure(excl. defaulted)      5.02%
        S&P Variability Measure (excl. defaulted) 3.61%
        S&P Correlation Measure (excl. defaulted) 1.07
        Wtd. Avg. Coupon (excl. defaulted)        9.39%
        Wtd. Avg. Spread (excl. defaulted)        n/a
        Oblig. Rtd. 'BBB-' and Above              0.00%
        Oblig. Rtd. 'BB-' and Above               15.56%
        Oblig. Rtd. 'B-' and Above                49.22%
        Oblig. Rtd. in 'CCC' Range                13.66%
        Oblig. Rtd. 'CC', 'SD' or 'D'             37.12%
        Obligors on Watch Neg (excl. defaulted)   4.04%


       S&P RATED OC (ROC)               Current
       ------------------               -------
       Class A-1LB notes        104.66%  (BBB-/Watch Pos)
       Class A-1 notes          104.66%  (BBB-/Watch Pos)


SPHERION CORP: Names Roy Krause Chief Executive Officer & Director
------------------------------------------------------------------
Spherion Corporation (NYSE:SFN) named Roy G. Krause chief
executive officer and elected to the board of directors. He will
also continue to serve as president of the Company.

Steven S. Elbaum, chairman, commented, "As president of Spherion
since July 2003 and since he joined the Company in 1995 as chief
financial officer, Roy has demonstrated the leadership, experience
and execution strengths that strongly support his appointment as
chief executive officer. We expect that Spherion's restructuring
actions of the past 18 months, successful implementation of a new
enterprise wide system, clear strategic focus and operational
execution will result in Spherion becoming a growing leader in the
North American staffing and recruiting market and building long-
term value for shareholders, customers and employees."

Spherion President and Chief Executive Officer Roy Krause said, "I
am proud to serve as CEO and look forward to capitalizing on the
opportunities that lie ahead for Spherion. We have made
significant progress to focus the Company on the North American
staffing and recruiting market and achieved solid revenue growth
in the first half of 2004. I am pleased with our accomplishments
and want to thank the management team and employees of Spherion
for their focus on client service and continued progress on
operational improvements during this period of leadership
transition."

Mr. Krause, 58, was appointed president and chief operating
officer of Spherion Corporation in July 2003, after serving as
executive vice president and chief financial officer since 1995.
Prior to joining Spherion, he served as executive vice president
and chief financial officer for HomeBanc Mortgage Corporation and
HomeBanc Federal Savings for 15 years. Krause received a Bachelor
of Science degree from The Ohio State University and a master's of
business administration from Georgia State University.

                         About Spherion

Spherion Corporation is a leader in the staffing industry in North
America, providing value-added staffing, recruiting and workforce
solutions. Spherion has helped companies improve their bottom line
by efficiently planning, acquiring and optimizing talent since
1946. To learn more, visit http://www.spherion.com/

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 6, 2004,
Moody's Investors Service has withdrawn the ratings of Spherion
Corporation to reflect the redemption of the company's rated debt
securities.

These ratings have been withdrawn:

   * $89.6 million convertible subordinated notes due 2005,
     previously rated B2 (withdrawn as of August 27, 2004);

   * Senior Implied, rated Ba3;

   * Issuer Rating, rated B1.

Moody's withdrawal of Spherion Corporation's ratings reflects the
company's redemption of its rated debt with proceeds from the sale
of its discontinued operations and an expansion of its current
credit facility.


SPIEGEL INC: Deutsche Bank Claim Will Be Allowed For $24,575,433
----------------------------------------------------------------
Spiegel, Inc., Deutsche Bank AG, New York - Cayman Islands
Branches, and Deutsche Bank AG, New York Branch, as servicer for
Swing Street, stipulate that Deutsche Bank will be allowed a
secured claim against Spiegel for $24,575,433.

On September 30, 2003, Deutsche Bank New York filed a proof of
claim -- Claim No. 2726 -- against Spiegel for $24,597,800.
Spiegel's books and records show Deutsche Bank New York as having
a claim for $24,575,433.

Deutsche Bank New York has assigned 86.67% its Claim to Swing
Street.

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)


STANDARD PARKING: Terminates Consulting Agreement with Warshauer
----------------------------------------------------------------
Standard Parking Corporation (NASDAQ:STAN), one of the nation's
largest providers of parking management services, terminated a
Consulting Agreement dated March 30, 1998, with Sidney Warshauer,
a former owner of Standard Parking, as the result of Mr.
Warshauer's death earlier this month.

The Company will take a one-time non-cash charge to amortization
expense in the fourth quarter of 2004 reflecting the write-off of
the net unamortized balance of Mr. Warshauer's covenant not to
compete, which will result in a net increase in amortization
expense of $0.49 million for the quarter. Beginning in the fourth
quarter of 2004, the Company's obligation to make quarterly cash
payments of $0.14 million to Mr. Warshauer will cease, and
beginning in 2005 the Company will no longer incur any
amortization expense related to Mr. Warshauer's agreement.

The Company also learned of the death in September of Robert Hill,
a retired former executive of the Company. Because the Company is
the beneficiary under a life insurance policy on Mr. Hill's life,
the Company expects to receive death benefit proceeds of $0.3
million and therefore intends to record a gain, net of the
policy's cash surrender value, of $0.24 million in the third
quarter of 2004 as a reduction of general and administrative
expenses.

                          Commentary

James A. Wilhelm, the Company's President and Chief Executive
Officer, stated "We are saddened by the deaths of both of these
fine gentlemen. Bob Hill was a long-time colleague who played a
key role in the Company's growth. Mr. Warshauer was a second-
generation owner of Standard Parking and, as importantly, our
friend and patriarch for many years."

                       Financial Outlook

The above events do not affect, and the Company reaffirms, the
earnings per share guidance previously announced on Aug. 12, 2004.
At that time, the Company announced that it expected reported net
earnings per share for the 2004 year to be in the range of $0.25
to $0.35 per weighted average diluted share. The Company also
announced at that time that net earnings per share for the second
half of 2004, free of IPO-related impacts, were expected to be in
the range of $0.65 to $0.75 per weighted average diluted share.
Finally, the Company's August 12th release also estimated that on
a pro forma basis, assuming that the Company's IPO took place as
of December 31, 2003, earnings per share were expected to be in
the range of $0.84 to $0.91 per pro forma diluted share. Detailed
calculations of the pro forma adjustments can be found in the
tables accompanying the August 12th release.

Standard Parking Corporation -- http://www.standardparking.com/--
with approximately 11,000 employees, is one of the largest
operators of paid parking facilities in North America, managing
over 1,900 airport and urban parking facilities in close to 300
cities spanning 43 states and three Canadian provinces.

                          *     *     *

As reported in the Troubled Company Reporter's June 14, 2004
edition, Standard & Poor's Ratings Services affirmed its 'B'
corporate credit rating on parking provider Standard Parking Corp.
Standard & Poor's also affirmed its 'CCC+' subordinated debt
rating on the company's 9.25% senior subordinated notes due 2008.
The ratings affirmation follows the company's recently completed
initial public offering of 4.5 million shares of its new Class A
common stock. All ratings have been removed from CreditWatch,
where they were placed Feb. 10, 2004.

In addition, Standard & Poor's assigned its 'B' bank loan rating
and '3' recovery rating to Standard Parking's new $90 million
senior secured credit facility due 2007. The bank loan is rated
the same as the corporate credit rating; this and the '3' recovery
rating indicate that lenders can expect meaningful recovery of
principal in the event of a default or bankruptcy.

The outlook on Chicago, Illinois-based Standard Parking is stable.
Standard & Poor's estimates that Standard Parking had about $118.9
million of total debt outstanding pro forma for the May 2004
closing of its IPO.


STELCO INC: Awarded Int'l. Automotive Quality Certification
-----------------------------------------------------------
Stelco Inc. (TSX:STE) has been awarded ISO/TS 16949:2002 Quality
Management System certification for its Cold Rolled and Coated
Products Division.

ISO/TS 16949 is a new international quality management system
standard developed by the International Automotive Task Force
(IATF) and the Japan Automobile Manufacturers Association (JAMA)
in conjunction with the international standards community. By
meeting this standard, Stelco demonstrates its ability to
consistently provide product that meets customer requirements, and
enhance customer satisfaction through continual improvement of our
processes, products and services.

Colin Osborne, Chief Operating Officer, said, "This significant
certification recognizes our longstanding and future commitment to
provide automotive customers with high quality steel products and
services. It also acknowledges the tremendous skill and dedication
of our personnel in meeting the needs of our customers in this
important sector. I want to commend each one of our employees for
the commitment and hard work that has resulted in this prestigious
designation.

"This certification also reflects one of the key elements of the
strategy for the new Stelco that can be achieved if we
successfully complete our Court- supervised restructuring. The
four-point strategy we unveiled in July includes focusing on the
production of high quality products for value-added markets
including the automotive and other sectors."

                           About Stelco
   
Stelco Inc. is a large, diversified steel producer. Stelco is
involved in major segments of the steel industry through its
integrated steel business, mini-mills, and manufactured products
businesses. This news release may contain forward-looking
information with respect to the Corporation's business operations,
financial performance and conditions. Actual results may differ
from expected results for a variety of reasons including factors
discussed in the Corporation's Management's Discussion and
Analysis section of the Corporation's 2003 Annual Report. To learn
more about Stelco and its businesses, please refer to our Web site
at http://www.stelco.ca/


SURGICARE INC: Stockholders Okay Change of Control & Name Change
----------------------------------------------------------------
SurgiCare Inc. (AMEX:SRG), a Houston-based ambulatory surgery
company, said its stockholders approved the previously announced
plan to restructure SurgiCare in a series of transactions that
will result in a change in control of SurgiCare through the
acquisition of three new businesses and issuance of new equity
securities for cash and contribution of outstanding debt.
Stockholders also approved a one-for ten reverse stock split and
name change to Orion HealthCorp Inc.

The Company held its special meeting in lieu of an annual meeting
of stockholders Thursday night at its corporate headquarters in
Houston. At the meeting, 59% of the total outstanding shares were
represented in person or by proxy.

Of the thirteen proposals put to a vote, the transaction documents
required that stockholders approve Proposals One through Eleven in
order for the transactions to be consummated. Each of Proposals
One through Eleven were approved by at least 94% of the voting
shares.

After the transactions are complete, existing SurgiCare common
stock in the hands of its stockholders will be converted to a new
Class of Class A common stock of Orion. Stockholders also approved
two new classes of Class B and Class C common stock to be issued
in connection with the mergers and investments to be made.

            Merger with Integrated Physicians Services Inc.

SurgiCare will merge with Integrated Physician Services Inc. and
issue stock in exchange for contribution of certain IPS debt. The
IPS equityholders and certain IPS debtholders will receive an
aggregate of approximately 4.45 million shares of Orion Class A
common stock. This number approximately equals the total number of
shares of SurgiCare common stock outstanding on a fully-diluted
basis prior to closing the IPS merger. Of these shares of Class A
common stock, an aggregate of approximately 1.49 million shares
will be issued to Brantley Venture Partners III L.P. and Brantley
Capital Corporation in exchange for contribution of debt in an
aggregate amount of approximately $4.25 million, including accrued
interest as of Sept. 2, 2004, and approximately $593,000 of debt
in respect of accrued dividends. The approximately 2.96 million
remaining shares of Class A common stock will be issued to the IPS
equityholders in connection with the IPS merger.

          Merger with Dennis Cain Physician Services Inc.          
                and Medical Billing Services Inc.

SurgiCare will merge with Dennis Cain Physician Services Inc., and
Medical Billing Services Inc. In the merger, equityholders of DCPS
and MBS will receive an aggregate of $3.5 million in cash,
$500,000 principal amount of promissory notes of SurgiCare, and
approximately 1.57 million shares of Orion Class C common stock
(or, if the fair market value of SurgiCare common stock, based on
the average of the high and low price per share over the five
trading days immediately prior to closing, is greater than or
equal to $0.70 (prior to the reverse stock split), an aggregate of
$2.9 million in cash, promissory notes of SurgiCare in the
aggregate principal amount of $500,000 and approximately 1.83
million shares of Orion Class C common stock). The purchase price
is subject to retroactive adjustment based on the financial
results of Orion's new subsidiary, DCPS/MBS, in the two years
following the DCPS/MBS merger. In addition, 75,758 shares of Orion
Class A common stock will be reserved for issuance at the
direction of the DCPS and MBS equityholders and, under certain
circumstances, the MBS and DCPS equityholders may receive other
payments.

         Infusion of Capital From Brantley Partners IV, LP

Orion will issue approximately 11.44 million shares of its Class B
common stock to Brantley Partners IV Ltd or its assignees.
Brantley IV will purchase the shares of Class B common stock for
cash equal to $10 million plus the Base Bridge Interest amount
(which, as of Sept. 2, 2004, was $99,052). A portion of such cash
investment will be used to pay indebtedness owed to Brantley IV's
wholly-owned subsidiary by IPS and SurgiCare including the accrued
interest thereon. As of Sept. 2, 2004, the aggregate amount of
such debt, including accrued interest thereon, is approximately
$4.9 million, which will result in net cash proceeds to SurgiCare
of approximately $5.19 million.

SurgiCare has filed an application with the American Stock
Exchange to continue listing of the Orion Class A Common stock
after completion of the transactions under the symbol "ONH."

                       Board of Directors
  
At the meeting, SurgiCare stockholders also reelected the existing
members of its board of directors to serve until the closing of
the transactions and elected a new board of directors for Orion,
to begin service upon completion of the transactions.

"We are very pleased with the results of the stockholder vote,"
stated Keith G. LeBlanc, chief executive officer. "It is
anticipated that the closing of the deal will occur prior to Oct.
31, 2004. We are excited that our "restructure" phase is behind us
and look forward to growing the Company."

                        About the Company

SurgiCare, Inc., was incorporated in Delaware on February 24, 1984
as Technical Coatings Incorporated. On September 10, 1984, its
name was changed to Technical Coatings, Inc. Immediately prior to
July 1999, TCI was an inactive company. On July 11, 1999, TCI
changed its name to SurgiCare Inc., and at that time changed
its business strategy to developing, acquiring and operating
freestanding ambulatory surgery centers. On July 21, 1999,
SurgiCare acquired all of the issued and outstanding shares of
common stock of Bellaire SurgiCare, Inc. in exchange for the
issuance of 9.86 million shares of common stock, par value $.005
per share and 1.35 million shares of Series A Redeemable Preferred
Stock, par value $.001 per share, of SurgiCare to the holders of
Bellaire's common stock. For accounting purposes, this reverse
acquisition was effective July 1, 1999.

At June 30, 2004, Surgicare, Inc.'s balance sheet showed a $42,441
stockholders' deficit, compared to $4,688,994 of positive equity
of at December 31, 2003.


TOUCH AMERICA: Judge Carey Confirms Liquidating Chapter 11 Plan
---------------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware confirmed Touch America Holdings Inc.'s
liquidating Chapter 11 plan.  

As previously reported, on December 23, 2003, Touch America sold
substantially all of its Internet services, private line, and dark
fiber assets to 360networks, a Vancouver, Canada based corporation
for $28,000,000.  On December 23, 2003, Touch America also sold
certain dark fiber assets to Qwest Communications, Inc. for
$8,000,000.  With the exception of certain wireless services,
Touch America ceased operations as of February 29, 2004.

Touch America's plan projects that general unsecured will see
recoup more than 60% of what they're owed.  The company has
recently settled some litigation claims that bring substantial
value into the estate.  Those additional funds, however, aren't
sufficient for value to flow to the Debtor's shareholder
constituency.  

Headquartered in Butte, Montana, Touch America Holdings, Inc.,
through its principal operating subsidiary, Touch America, Inc.,
developed, owned, and operated data transport and Internet
services for commercial customers.  The Company filed for
chapter 11 protection on June 19, 2003 (Bankr. D. Del. Case No.
03-11915).  Maureen D. Luke, Esq. and Robert S. Brady, Esq. at
Young Conaway Stargatt & Taylor, LLP represent the Debtor.  When
the Company filed for bankruptcy protection, it listed
$631,408,000 in total assets and $554,200,000 in total debts.


UAL CORP: Asks Court to Deny USTA's Admin. Expense Payment Request
------------------------------------------------------------------
The United States Tennis Association, Inc., previously asked the
United States Bankruptcy Court for the Northern District of
Illinois to compel UAL Corporation and its debtor-affiliates to
pay its administrative expense for certain material benefits the
Debtors realized before rejecting their executory contracts.

The USTA is the national governing body for tennis in the United  
States and owns the exclusive rights to all activities related to  
the annual U.S. Open tennis tournament held at USTA National  
Tennis Center, in Flushing, New York.  The USTA is a New York  
State not-for-profit organization that qualifies as an exempt  
organization under Section 501(c)(6) of the Internal Revenue  
Code.  The USTA establishes rules of play and standards of
sportsmanship, sanctions and conducts tournaments and  
competitions.  The USTA conducts its business through a national  
headquarters and staff located in White Plains, New York, and  
through 17 geographic sectional associations.

The USTA and the Debtors entered into a Sponsorship Agreement  
effective January 1, 2001.  The Agreement was to run until  
December 31, 2005.

Pursuant to the Agreement, the Debtors were to pay the USTA  
$1,400,000 in cash, 50% on January 1, 2004, and 50% on June 1,  
2004.  In addition, the Debtors were to provide "value in kind,"  
namely air travel credits, frequent flyer benefits and airport  
club memberships.  For 2004, the Debtors were to provide the USTA  
with $265,000 of value in kind.

                       Debtors Return Serve

James H.M. Sprayregen, Esq., at Kirkland & Ellis, asserts that the
Sponsorship Agreement required the Debtors to pay the USTA for all
services provided in 2004.  Since the Debtors realized only a
small percentage of the USTA's services, it is entitled to an
administrative expense for half the agreed-upon amount.

The Debtors would have received the greatest benefit from  
publicity during the 2004 U.S. Open, the 2004 Arthur Ashe Day and  
the 2004 Olympics.  However, none of these events had occurred
when the Debtors rejected the USTA Sponsorship Agreement.  The  
USTA's Request cites only a few benefits received by the Debtors,  
namely advertisements in publications with uncertain circulation.   
Noticeably, the USTA does not ascribe a value to these  
"benefits."

Due to the rejection, the Debtors never received the overwhelming  
majority of stipulated benefits.  In fact, because the Debtors  
took advantage of so few benefits during 2004, the USTA was able  
to enter into a new sponsorship agreement with Continental
Airlines on identical terms.

Mr. Sprayregen states that the USTA has not provided, nor can it  
provide, evidence that the benefits received were worth "anywhere  
near $700,000."  Therefore, the Court should deny the Request.

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)


UNIFAB INT'L: Major Stockholders Push to Take Company Private
-------------------------------------------------------------
UNIFAB International, Inc. (OTC: UFAB) said Midland Fabricators
and Process Systems, LLC, the owner of 90.1% of the outstanding
shares of UNIFAB's common stock, intends to take UNIFAB private
pursuant to the Louisiana short form merger law. Since the
Louisiana statute permits the holder of a 90% interest in a
Louisiana corporation to use this type of merger to cash out other
shareholders, the transaction requires no action on the part of
UNIFAB's board of directors or shareholders. Midland will pay
$.20 per share to all other UNIFAB shareholders. As part of the
merger transaction, shareholders who are not willing to accept the
merger price will have the right to exercise their dissenters
rights under Louisiana law.

William A. Hines, the chief executive officer of Midland, stated,
"Now that UNIFAB stock is thinly traded on the over-the-counter
market, we believe the costs of being a public entity outweigh the
benefits of being public, particularly considering the enhanced
costs associated with compliance with the Sarbanes-Oxley Act."

Midland has filed a Schedule 13E-3 with the Securities and
Exchange Commission describing the terms of the proposed
transaction. UNIFAB expects Midland to mail a copy of the Schedule
13E-3 to all UNIFAB shareholders in the coming weeks and to
consummate the merger twenty days after the Schedule is mailed.

UNIFAB International, Inc. is a custom fabricator of topside
facilities, equipment modules and other structures used in the
development and production of oil and gas reserves. In addition,
the Company designs and manufactures specialized process systems
and refurbishes and retrofits existing jackets and decks.

At June 30, 2004, UNIFAB International's balance sheet showed a
$4,720,000 stockholders' deficit, compared to $2,111,000 in
positive equity at December 31, 2003.

                       Going Concern Doubt

As reported in the Troubled Company Reporter's April 7, 2004
edition, UNIFAB International, Inc. (NASDAQ: UFAB) reports, as
required by Nasdaq Marketplace Rule 4350(b), that the Company's
independent auditor issued its audit report on the Company's
financial statements for the year ended December 31, 2003.

The report includes a "going concern qualification," which is an
explanatory paragraph relating to the Company's ability to
continue as a going concern, and states that the Company's
recurring losses from operations, negative working capital
position, and difficulties in meeting its financial obligations
and funding its operations raise substantial doubt about the
Company's ability to continue as a going concern. The
qualification is due, in part, to the Company's dependence upon
Midland Fabricators and Process Systems, LLC, its majority
shareholder, for its working capital requirements. Under an
informal arrangement with the Company, Midland has agreed to
provide financial support and funding for working capital or other
needs at Midland's discretion, from time to time. During the year
ended December 31, 2003, Midland advanced $5.9 million to the
Company for working capital, which is classified as a current
liability at December 31, 2003. If Midland does not make available
such additional funding to the Company when needed in the future,
the Company could be unable to satisfy its working capital
requirements and meet its obligations in the ordinary course of
business.


VERESTAR, INC.: Wants Plan-Filing Period Stretched to Jan. 17
-------------------------------------------------------------
Verestar, Inc., out of an abundance of caution, asks the U.S.
Bankruptcy Court for the Southern District of New York, pursuant
to 11 U.S.C. Sec. 1121, for an extension of its exclusive periods
to propose a chapter 11 plan and solicit acceptances of that plan
from creditors.  Specifically, the Debtor asks that its exclusive
period to file a plan be extended through Jan. 17, 2005, and that
its exclusive solicitation period be extended through Mar. 18,
2005.  

Verestar agreed to sell its assets to SES AMERICOM earlier this
year for $18.5 million in cash and the Court blessed that
transaction.  The Debtor filed a chapter 11 plan and disclosure
statement on Sept. 29, 2004, outlining its proposal to distribute
those sale proceeds to creditors in order of their statutory
priority.  The Honorable Allan L. Gropper will convene a hearing
on Nov. 9, 2004, to consider the adequacy of the company's
Disclosure Statement.  If the judge finds that it provides
adequate information allowing creditors to make informed decisions
about whether to vote to accept or reject the plan, he'll approve
the document for distribution to creditors.  The Court will hold a
hearing to consider the merits of the plan, and whether it should
be confirmed, at a later date.  

Headquartered in Fairfax, Virginia, Verestar, Inc., --
http://www.verestar.com/-- is a provider of satellite and  
terrestrial-based network communication services. The Company and
two if its affiliates filed for chapter 11 protection on December
22, 2003 (Bankr. S.D.N.Y. Case No. 03-18077). Matthew Allen
Feldman, Esq., at Willkie Farr & Gallagher LLP represents the
Debtors. When the Company filed for protection from its
creditors, it listed assets and debts of more than $100 million
each.


VIATICAL LIQUIDITY: U.S. Trustee Adds 4 Members to Committee
------------------------------------------------------------
The U.S. Trustee for Region 15 added four members to the Official
Committee of Unsecured Creditors in Viatical Liquidity, LLC's
chapter 11 case.  The current members serving on the Committee
are:

        1. Dr. Frank J. Greskovich, II
           4320 Montelvo Drive
           Pensacola, Florida 32504
           Tel: 850-433-7580, Fax: 850-438-3581

        2. Arthur C. Hawkins
           7701 Winter North East
           Albuquerque, New Mexico 87110
           Tel: 505-255-2405, Fax: 505-255-2405

        3. Dr. Charles G. Harger
           124 Cold Springs Drive
           Georgetown, Texas 78628
           Tel: 832-368-3132, Fax: 512-233-2567

        4. Katherine S. Henry, MD
           16424 Fallkirk Drive
           Dallas, Texas 75248
           Tel: 972-404-1458, Fax: 972-404-1754

        5. Raymond & Christie Miller
           1503 East 20th Street
           Spokane, Washington 99203
        
        6. Robert and Agnete Winters
           Attn: Robert W. Winters, MD
           11 East 87th Street, Apartment SC
           New York, New York 10128
           Tel: 917-492-2045

        7. Benny R. Cleveland, MD
           523 Cordillera Trace
           Boerne, Texas 78006-4203
           Tel: 830-336-4588, Fax: 830-229-5171

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

Headquartered in San Diego, California, Viatical Liquidity, LLC,
is engaged in the insurance industry.  The Company filed for
chapter 11 protection on June 18, 2004 (Bankr. S.D. Calif. Case
No. 04-05472).  Gary B. Rudolph, Esq., at Sparber Rudolph Annen,
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$119,083,608 in total assets and $47,538,071 in total debts.


VISTA HOSPITAL: Files for Chapter 11 Petition in S.D. Texas
-----------------------------------------------------------
Vista Hospital of Baton Rouge, LLC, an indirect majority-owned
subsidiary of Dynacq Healthcare Inc. (Pink Sheets:DYII), filed a
voluntary petition under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Southern District of Texas.

VHBR will continue to operate its business and manage its property
as a "debtor in possession" under the jurisdiction of the
bankruptcy court.  VHBR operates Vista Surgical Hospital of Baton
Rouge, a 35-bed facility with four surgical suites.  The Baton
Rouge Facility's primary areas of practice include bariatric
surgery, orthopedic surgery, general surgery, pain management and
cosmetic surgery.

VHBR filed for bankruptcy protection because VHBR is unable to pay
the alleged damages sought by, and the costs of defending against,
a lawsuit filed by Liljeberg Enterprises International, L.L.C. in
September 2003 against both Dynacq and VHBR in the Twenty Fourth
Judicial District Court for the Parish of Jefferson, State of
Louisiana (case number 598-564).  The lawsuit alleges that the
plaintiff is owed damages in excess of $1,000,000 for costs of
goods and services rendered for pharmacy operations at the Baton
Rouge Facility under a contract which plaintiff had entered into
with VHBR.  The plaintiff has asserted claims for breach of
contract, fraud, negligence, fraudulent misrepresentation,
negligent misrepresentation, civil conspiracy and gross
negligence.  Although the Company believes the bankruptcy filing
automatically stays the lawsuit, Dynacq and VHBR intend to
continue to vigorously defend against the allegations made in the
lawsuit but cannot predict the ultimate outcome of the claims
asserted in the lawsuit or whether such claims will have a
material adverse effect on their financial condition.  Although
VHBR intends to propose a plan of reorganization to fully pay all
creditors, Dynacq cannot predict the outcome of the Chapter 11
proceeding or whether the proceeding will have a material adverse
effect on Dynacq's financial condition.

Headquartered in Houston, Texas, Vista Hospital of Baton Rouge,
LLC, operates a hospital facility in Baton Rouge, Louisiana.  The
Company filed for chapter 11 protection on Oct. 8, 2004 (Bankr.
S.D. Tex. Case No. 04-44533).  Basil A Umari, Esq., at Andrews &
Kurth represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts of between $1 million to $10 million.


VISTA HOSPITAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Vista Hospital of Baton Rouge, LLC
        dba Vista Surgical Hospital of Baton Rouge
        dba Vista Surgical Hospital
        10304 I-10 East, Suite 369
        Houston, Texas 77029

Bankruptcy Case No.: 04-44533

Type of Business: The Company operates a hospital facility in
                  Baton Rouge, Louisiana.  It does not own the
                  facility.

Chapter 11 Petition Date: October 8, 2004

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: Basil A Umari, Esq.
                  Andrews & Kurth
                  600 Travis, Suite 4200
                  Houston, Texas 77002
                  Tel: 713-220-3831
                  Fax: 713-238-7325

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 largest unsecured creditors:

    Entity                          Claim Amount
    ------                          ------------
Allegiance Cardial Health                $40,971

Johnson & Johnson Health Care            $24,218

Entergy                                  $22,676

WL Gore & Associates, Inc.                $8,000

Cardinal Health                           $7,384

SSI, Inc.                                 $6,795

Zimmer US, Inc.                           $5,110

Karl LeBlanc, M.D.                        $5,000

Datex Ohmeda Inc.                         $4,773

National Rehab Partners Inc.              $3,835

Guaranty Broadcasting                     $3,631

Karl Storz Endoscopy-America              $3,488

Conoco Food Service-Harahan               $3,051

Baxter Healthcare Corporation             $3,037

Doc's Laundry & Linen Service             $2,944

American Nursing Services                 $2,850

GE Capital                                $2,678

Ochsner Clinic Foundation                 $2,500

Xspedius                                  $2,234

Hill Rom                                  $1,743


WACHOVIA COMMERCIAL: Fitch Puts Low-B Ratings on 6 Certificates
---------------------------------------------------------------
Fitch Ratings affirms Wachovia Commercial Mortgage Securities,
Inc.'s commercial mortgage pass-through certificates, series 2003-
C4:

     --$68.4 million class A-1 'AAA';
     --$245.4 million class A-1A 'AAA';
     --$374.1 million class A-2 'AAA';
     --Interest-only class X-C 'AAA';
     --Interest-only class X-P 'AAA';
     --$34.6 million class B 'AA';
     --$11.1 million class C 'AA-';
     --$22.3 million class D 'A';
     --$12.3 million class E 'A-';
     --$12.3 million class F 'BBB+';
     --$12.3 million class G 'BBB';
     --$12.3 million class H 'BBB-';
     --$20.1 million class J 'BB+';
     --$8.9 million class K 'BB';
     --$6.7 million class L 'BB-';
     --$6.7 million class M 'B+';
     --$1.1 million class N 'B';
     --$4.5 million class O 'B-'.

Fitch does not rate the $22.3 million class P certificates.

The rating affirmations reflect the stable pool performance and
minimal paydown since issuance.  As of the September 2004
distribution date, the pool has paid down 1.9% to $875.1 million
from $891.8 million at issuance.  To date, there have been no loan
payoffs or realized losses within the transaction.  There are also
no delinquent or specially serviced loans.

Wachovia Bank, N.A., as master servicer, collected year-end 2003
financials for 96.7% of the transaction.  Among those properties
that reported, the weighted average debt service coverage ratio
increased to 1.54 times from 1.47x at issuance for the same loans.


WORLDCOM INC: Judge Gonzalez Approves San Luis Settlement Pact
--------------------------------------------------------------
Prior to the Petition Date, MCI WorldCom Network Services, Inc.,
and MFS Globenet, Inc., were involved in various disputes with the
County of San Luis Obispo arising from the installation and
maintenance of telecommunication facilities by the MCI Parties,
among others.  Specifically, AT&T Communications of California,
Inc., AT&T Corp., and the MCI Parties, as plaintiffs, and the
County of San Luis Obispo, the San Luis Obispo County Board of
Supervisors, and Victor Holanda are parties in four prepetition
actions:

   * MCI WorldCom Network Services, Inc. et al. v. County of San
     Luis Obispo, et al., United States District Court, Central
     District of California, Case No. CV-02-2604-RSWL;

   * AT&T Communications of California, Inc. v. County of San
     Luis Obispo, et al., United States District Court, Central
     District of California, Case No. CV-01-7575-RWSL;

   * MCI WorldCom Network Services, Inc., et al. v. County of San
     Luis Obispo, et al., California Superior Court, County of
     San Luis Obispo, Case No. CV020850; and

   * AT&T Communications v. County of San Luis Obispo, et al.,
     California Superior Court, County of San Luis Obispo, Case
     No. CV021175.

The Actions resulted from San Luis County's application of
Chapter 1.10 of the County Code and County Ordinance Nos. 2924 and
2998 to the Plaintiffs' installation and maintenance of certain
telecommunication facilities in the San Luis County roads right-
of-way pursuant to certain encroachment permits.  The Actions also
relate to the application of the Ordinances to the Plaintiffs and
to the transpacific cable network consortiums located in San Luis
County:

   (1) The Japan-U.S. Cable Network, which is owned by a
       consortium and administered and operated by the MCI
       Parties pursuant to a certain "Construction and
       Maintenance Agreement," dated July 31, 1998, as amended;

   (2) The Southern Cross Cable Network, which is owned by a
       consortium and administered and operated by the MCI
       Parties pursuant to a certain "Landing Party Agreement,"
       dated October 3, 1998, as amended; and

   (3) The China-U.S. Cable Network, which is administered and
       operated by AT&T pursuant to a certain "Construction and
       Maintenance Agreement," dated December 11, 1997, as
       amended.

The MCI Parties commenced the Actions on behalf of themselves and
of Japan-U.S. Cable and Southern Cross Cable to dispute the
Ordinance fees.  San Luis County filed cross-complaints.

To avoid significant expense and the uncertainty of litigation,
MCI, AT&T and San Luis negotiated a settlement to resolve the
disputes.  The Settlement provides that:

   (a) MCI and AT&T will collectively pay to San Luis County
       $3,500,000, less a credit owing to MCI and AT&T for
       overpayment of certain deposits equal to $328,768, for a
       $3,171,232 total settlement payment;

   (b) The Payment is due and payable within 10 days after the
       latter occurrence of four precedent conditions:

       (1) The San Luis Obispo Board of Supervisors' approval of
           the Settlement;

       (2) The Bankruptcy Court's approval of the Settlement;

       (3) The San Luis County Board's repeal of the
           Telecommunication Ordinance; and

       (4) The San Luis County Board's repeal of the Fee
           Ordinance;

   (c) MCI and AT&T and San Luis County will dismiss all causes
       of action and claims in connection with the Actions with
       prejudice within 10 days of receipt of the Payment;

   (d) Certain encroachment agreements between San Luis County
       and the Debtors will become effective as of the Payment
       Date.  The Encroachment Agreements generally provide that
       the MCI Parties will in no event be obligated to pay San
       Luis County any rental or non-cost based fees for any of
       their telecommunications facilities in San Luis County's
       road right-of-way through December 31, 2010;

   (e) San Luis County will not seek to enforce against the MCI
       Parties, or their successors and assigns, any ordinance
       that may later be enacted that would impair any
       contractual rights granted to them under the Encroachment
       Agreements, which will remain in effect until December 31,
       2010; and

   (f) The MCI Parties will be entitled, at their option, to the
       benefits of any future agreements or practices entered
       into between San Luis County and any other
       telecommunications carrier regarding the use of San Luis
       County's road right-of-way.

At the Debtors' request, Judge Gonzalez approves the terms of the
Settlement Agreement.  Any proofs of claim filed by or on behalf
of San Luis County relating to the Actions, including Claim Nos.
18298 and 18297, are expunged and extinguished.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (Worldcom
Bankruptcy News, Issue No. 62; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


* BOND PRICING: For the week of October 11 - October 15, 2004
-------------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Comm.                         3.250%  05/01/21    29
Adelphia Comm.                         6.000%  05/01/21    29
American & Foreign Power               5.000%  03/01/30    71
American Airline                       4.250%  09/23/23    67
AMR Corp.                              4.500%  02/15/24    64
AMR Corp.                              9.000%  08/01/12    60
AMR Corp.                              9.000%  09/15/16    60
AMR Corp.                             10.200%  03/15/20    54
Applied Extrusion                     10.750%  07/01/11    62
Bank New England                       8.750%  04/01/99    13
Burlington Northern                    3.200%  01/01/45    57
Calpine Corp.                          4.750%  11/15/23    68
Calpine Corp.                          7.750%  04/15/09    62
Calpine Corp.                          7.785%  11/15/23    66
Calpine Corp.                          8.500%  02/15/11    62
Calpine Corp.                          8.625%  08/15/10    63
Comcast Corp.                          2.000%  10/15/29    43
Continental Airlines                   4.500%  02/01/07    71
Continental Airlines                   5.000%  06/15/23    73
Delta Air Lines                        7.700%  12/15/05    42
Delta Air Lines                        7.711%  09/18/11    52
Delta Air Lines                        7.779%  11/18/05    41
Delta Air Lines                        7.900%  12/15/09    30
Delta Air Lines                        8.000%  06/03/23    30
Delta Air Lines                        8.300%  12/15/29    26
Delta Air Lines                        8.375%  12/10/04    72
Delta Air Lines                        9.000%  05/15/16    24
Delta Air Lines                        9.250%  03/15/22    24
Delta Air Lines                        9.750%  05/15/21    26
Delta Air Lines                       10.000%  08/15/08    32
Delta Air Lines                       10.125%  05/15/10    27
Delta Air Lines                       10.375%  02/01/11    29
Dobson Comm. Corp.                     8.875%  10/01/13    65
Dobson Comm. Corp.                    10.875%  07/01/10    73
Evergreen In'tl Avi.                  12.000%  05/15/10    62
Federal-Mogul Co.                      7.500%  01/15/09    30
Foamex L.P.                            9.875%  06/15/07    75
Horizon PCS Inc.                      13.750%  06/15/11    40
Iridium LLC/CAP                       14.000%  07/15/05    10
Inland Fiber                           9.625%  11/15/07    45
Kaiser Aluminum & Chem.               12.750%  02/01/03    17
Kulicke & Soffa                        0.500%  11/30/08    72
Level 3 Comm. Inc.                     2.875%  07/15/10    68
Level 3 Comm. Inc.                     6.000%  09/15/09    54
Level 3 Comm. Inc.                     6.000%  03/15/10    52
Level 3 Comm. Inc.                     9.125%  05/01/08    74
Level 3 Comm. Inc.                    11.250%  03/15/10    72
Liberty Media                          3.750%  02/15/30    65
Liberty Media                          4.000%  11/15/29    70
Mirant Corp.                           2.500%  06/15/21    64
Mirant Corp.                           5.750%  07/15/07    64
Mississippi Chem.                      7.250%  11/15/07    62
Missouri Pacific RR                    4.750%  01/01/30    74
National Vision                       12.000%  03/30/09    62
Northern Pacific Railway               3.000%  01/01/47    56
Northwest Airlines                     7.875%  03/15/08    65
Northwest Airlines                     8.700%  03/15/07    73
Northwest Airlines                     9.875%  03/15/07    75
Northwest Airlines                    10.000%  02/01/09    67
Northwest Airlines                    10.500%  04/01/09    75
O'Sullivan Ind.                       13.375%  10/15/09    46
Owens Corning                          7.000%  03/15/09    49
Owens Corning                          7.500%  05/01/05    51
Owens Corning                          7.500%  08/01/18    48
Pegasus Satellite                     12.375%  08/01/06    65
Pen Holdings Inc.                      9.875%  06/15/08    51
Primus Telecom                         3.750%  09/15/10    56
Primus Telecom                         8.000%  01/15/14    73
RCN Corp.                             10.000%  10/15/07    51
RCN Corp.                             10.125%  01/15/10    53
RCN Corp.                             11.125%  10/15/07    51
Reliance Group Holdings                9.000%  11/15/00    18
Syratech Corp.                        11.000%  04/15/07    64
Trico Marine Service                   8.875%  05/15/12    46
Triton Pcs. Inc.                       8.750%  11/15/11    71
Triton Pcs. Inc.                       9.375%  02/01/11    74
Tower Automotive                       5.750%  05/15/24    63
United Air Lines                       9.125%  01/15/12     5
United Air Lines                      10.670%  05/01/04     6
Univ. Health Services                  0.426%  06/23/20    58
US West Capital                        6.500%  11/15/18    74
US West Capital Fdg.                   6.875%  07/15/28    72
Westpoint Stevens                      7.875%  06/15/08     1

                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo and Peter A. Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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