TCR_Public/041014.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Thursday, October 14, 2004, Vol. 8, No. 223


AAIPHARMA INC: Obtains Waiver on Senior Credit Facility
ACCESS CARE: President & His Wife to Collect $200,000 Per Year
ADELPHIA COMMUNICATIONS: Hires Dechert LLP as Special Counsel
AIR CANADA: Settles Matters Raised by Pilots Association
AMCAST INDUSTRIAL: Steel Partners Discloses 7.3% Equity Stake

AMERICAN SKIING: Launches Sr. Debt Offer & Consent Solicitation
AMERICAN TOWER: Fitch Assigns B+ Rating to Unsecured Notes
AMES: Wants to Sell Rocky Hill Property to T. Briggs for $3.7 Mil.
ARCHANGEL DIAMOND: Management Baffled by Unusual Trading Activity
ASG CONSOLIDATED: Moody's Junks $125 Million Senior Discount Notes

ASG CONSOLIDATED: S&P Assigns B- Rating to Planned $125 Mil. Notes
ATLANTIC MUTUAL: Moody's Reviews B1 Rating on Surplus Notes
AVADO BRANDS: Has Until January 31 to Decide on Leases
AVADO BRANDS: Court Grants Extension of Exclusivity Period
AVAYA INC: Will Release 4th Quarter 2004 Results on Oct. 26

BANC OF AMERICA: Fitch Places Low-B Ratings on Six Cert. Classes
BBMF CORP: Inks JPY300 Million Purchase Agreement with Atlus Co.
BEAR STEARNS: S&P Places Low-B Ratings on Six Certificate Classes
BOMBARDIER: Doubts Spur Fitch to Put B Ratings on Watch Negative
CARBIZ INC: Closes Issuance of $1,030,922 Convertible Debenture

CATHOLIC CHURCH: Tucson Disclosure Statement Hearing on Oct. 25
CHAPCO CARTON: Hires Kugman Associates as Financial Advisor
COMMERCE ONE: Seeks Court Nod to Walk Away from 5 Useless Leases
CONGOLEUM: Wants Plan-Filing Period Stretched to Feb. 23, 2005
CROWN PARTNERS: Taps Lopez Blevins as Principal Accountant

DS WATERS: S&P Affirms B- Corporate Credit & Sr. Bank Loan Ratings
EMPIRE GLASS CO: Case Summary & 20 Largest Unsecured Creditors
ENRON: Wants Court Nod on U.S. Asset Sellers' Proceeds Allocation
ENRON: Selling Colima Property to Dynamica for $500,000
EVERGREEN: Pioneer Wants to Buy Sr. Sub. Notes for 101%

EXIDE TECH: Taps J. Timothy Gargaro as New Chief Financial Officer
FEDERAL-MOGUL: Wants to Enter Into a $1.4 Billion Exit Facility
FIRSTPLUS FINANCIAL: Creditor Trust's Report Dated Sept. 30, 2004
FITNESS GALLERY: Voluntary Chapter 11 Case Summary
GLACIER FUNDING: Fitch Places BB Rating on $4M 5th Priority Notes

HOME INSURANCE: Canadian Claims Must be Filed by Tomorrow
INTERSTATE BAKERIES: Employs Alvarez & Marsal as Managers
INTERWAVE COMMS: Comments on Auditors' Going Concern Doubt
JAFRA WORLDWIDE: Inks Restated Credit Pact with Lenders
JARDEN CORP: Moody's Puts B1 Rating on Planned $1.05B Facility

JARDEN CORPORATION: S&P Affirms B+ Corporate Credit Rating
JWS CBO: Fitch Upgrades Rating on $23.25M Class D Notes to 'BB-'
KAISER ALUMINUM: Wants to Settle Mead Environmental Claims
KIEL BROS.: Has Exclusive Right to File Plan through Dec. 13
LAIDLAW INT'L: Will Release 2004 4th Quarter Results on Nov. 10

LEVI STRUASS: Aug. 29 Balance Sheet Upside Down by $1.3 Billion
LIBERATE TECH: Posts $12.3 Million Net Loss in First Quarter
LNR PROPERTY: Declares Quarterly Cash Dividends
M&M ROOFING INC: Case Summary & 20 Largest Unsecured Creditors
MAXIM CRANE: CEO Wants an Alternative Plan of Reorganization

MICROCELL TELECOM: TELUS Did Not Extend Stock Purchase Offer
MIRANT CORP: Asks Court to Approve Columbia Gas Settlement Accord
NATIONAL CENTURY: Court Allows Trust to Get Bankers Trust Docs
NETWORK INSTALLATION: Wins Multiple Project Orders
NEXTWAVE TELECOM: Wants Exclusivity Extended Through Oct. 22

NEWAVE INC: Inks New Marketing Agreement with Traffix Inc.
NORDICTRACK: Court Dismisses Chapter 11 Case
NORTHWEST AIRLINES: Names New Executive Sr. Management Team
NOVA CHEMICALS: Will Release 2004 3rd Quarter Results on Oct. 20
OLD UGC: Court Conditionally Approves Disclosure Statement

OMNI FACILITY: Navistar Objects to Transfer of its Collateral
OWENS CORNING: Objects to Mobil Oil Environmental Claim
PACIFIC GAS: Moves for Summary Judgment on San Francisco Claim
PAN AMERICAN: Fitch Puts 'B+' Rating on Planned $100 Million Issue
RAMP CORP: Ability to Continue as a Going Concern is in Doubt

REFCO GROUP: Taps Heidrick & Struggles to Hunt for New CFO
RIVERSIDE FOREST: Tolko Asks Securities Commission to Halt Trading
SEISMIC ENTERTAINMENT: Voluntary Chapter 7 Case Summary
SHOWCASE AUTO: Has Until Dec. 13 to Make Lease-Related Decisions
TANGO INC: Plans to Expand Capacity at Portland Location

TENET HEALTHCARE: Selling 3 Massachusetts Hospitals to Vanguard
THIRTEENTH FLOOR: Case Summary & 13 Largest Unsecured Creditors
TIRO ACQUISITION: Case Summary & 20 Largest Unsecured Creditors
UAL CORP: Reports September 2004 Traffic Results
URS CORPORATION: Wins $286 Million 10-Year U.S. Navy Contract

US AIRWAYS: Lenders Consent to Cash Collateral Use Until Jan. 14
VITESSE SEMICONDUCTOR: Moody's Affirms Single-B Ratings
WOMEN FIRST: Mutual Pharm. Says Bactrim Sale Order is Bogus
WOMEN FIRST: Committee Hires Klehr Harrison to Probe Wyeth-Ayerst
WORLDCOM INC: Balks at Springcreek's Call to Lift Automatic Stay


AAIPHARMA INC: Obtains Waiver on Senior Credit Facility
aaiPharma Inc. (NASDAQ: AAII) and its senior secured lenders have
entered into an amendment to its senior secured credit facility
to, among other things, adjust financial covenants. aaiPharma's
senior secured lenders have waived compliance with certain
financial covenants in the senior secured credit facility for the
quarter ended Sept. 30, 2004 and the quarter ending Dec. 31, 2004
provided that aaiPharma meets minimum consolidated EBITDA
thresholds. The Company will promptly file the amendment on a
Current Report on Form 8-K.

The Company remains in ongoing active discussions with its senior
lenders and intends to continue discussions with an ad hoc
committee formed by certain holders of its senior subordinated

                        About the Company

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

                          *     *     *

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

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

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

S&P's outlook on aaiPharma is negative.

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

ACCESS CARE: President & His Wife to Collect $200,000 Per Year
Access Care, Inc., in compliance with Local Bankruptcy Rule
4002-1, advises the U.S. Bankruptcy Court for the Eastern District
of Pennsylvania of its intention to pay Jack Zarra, its President,
and Shirley Zarra, serving as Vice President and Secretary, these
amounts during the course of the company's chapter 11

                            Mr. Zarra   Mrs. Zarra
                            ---------   ----------
     Weekly Salary          $2,443.22    $1,163.46
     Monthly Car Allowance     650.00         0.00
plus "the normal and customary benefits provided to all employees,
including health insurance."  The total, though not explicitly
stated, tops $200,000 annually.

Kenneth E. Aaron, Esq., at Weir & Partners LLP, relates that these
salary payments are consistent with what the Debtor paid Mr. and
Mrs. Zarra during the 90-day period prior to the company's chapter
11 filing.  

As Access Care's President, Mr. Zarra is responsible for all
aspects of the company's daily operations, including, but not
limited to, marketing, sales, client relations, and company

As Access Care's Vice President and Secretary, Mrs. Zarra manages,
among other things, accounting functions.  

Access Care, Inc., filed for chapter 11 protection (Bankr. E.D.
Pa. Case No. 04-30771) on August 6, 2004.  Kenneth E. Aaron, Esq.,
Bonnie R. Golub, Esq., and Jeffrey S. Cianciulli, Esq., at Weir &
Partners LLP, represent the Debtor.  The company estimated its
debts and assets at more than $1 million and less than $10 million
when it sought chapter 11 protection.  

ADELPHIA COMMUNICATIONS: Hires Dechert LLP as Special Counsel
Adelphia Communications Corporation and its debtor-affiliates seek
the authority of the U.S. Bankruptcy Court for the Southern
District of New York to employ Dechert, LLP, as their special

Dechert, an international law firm, provides general
representation to its clients in numerous areas, including
corporate matters, litigation, tax and government practices.  
Dechert has significant expertise in large-scale litigation and
has received commendation for successfully litigating numerous
high-stakes civil cases.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, in New
York, relates that the ACOM Debtors employed Dechert on
January 6, 2003, as an ordinary course professional.  Ms. Chapman
explains that it is necessary for the ACOM Debtors to retain
Dechert as their special counsel because they:

    -- anticipate that Dechert will soon begin to exceed the
       monthly cap for ordinary course professionals; and

    -- seek to expand the scope of Dechert's services.

The ACOM Debtors want Dechert to continue to represent them with
respect to a commenced litigation against Deloitte & Touche, LLP,
as well as to provide:

    (a) representation with a potential dispute between the ACOM
        Debtors and ADcom Information Services;

    (b) representation with a pending and potential dispute
        litigation adverse to the ACOM Debtors;

    (c) assistance in investigations and corporate compliance

    (d) assistance in general corporate matters, including
        compliance with securities laws; and

    (e) assistance in the creation of a uniform corporate document
        retention policy.

The ACOM Debtors will pay Dechert on an hourly basis, and will
reimburse actual and necessary expenses incurred.  Dechert's
current standard hourly rates are:

       Attorneys                  $235 - 725
       Paralegals                   80 - 160

Dechert's rates are subject to periodic, ordinary course

Dechert's books and records show that it has received $206,721 and
is owed $116,423 for services rendered and expenses incurred in
these Chapter 11 cases.

Dechert Partner Robert C. Heim tells the Court that based on
information provided to him by the ACOM Debtors and the conflicts-
check review that Dechert performed, the firm's attorneys:

    -- do not represent a party adverse to the ACOM Debtors in the
       Deloitte Litigation;

    -- do not and will not represent any party or hold any
       interest adverse to the ACOM Debtors with respect to the
       matters on which the firm is to be retained; and

    -- have no connection with any potential parties-in-interest
       that would affect the firm's ability to represent the ACOM
       Debtors in these cases.

Mr. Heim discloses that Dechert represents The Bank of New York,
as indenture trustee under that certain subordinated indenture
dated January 23, 2001, which was later modified.  Furthermore,
Dechert is representing, on a confidential basis, a certain client
with respect to a potential investment in the ACOM Debtors.  The
ACOM Debtors consented to Dechert's representation of The Bank of
New York and the M&A Client.  Likewise, The Bank of New York and
the M&A Client consented to Dechert's representation of the
Debtors in the Deloitte Litigation and as special counsel.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.

The Company and its more than 200 affiliates filed for Chapter 11
protection in the Southern District of New York on June 25, 2002.
Those cases are jointly administered under case number 02-41729.
Willkie Farr & Gallagher represents the ACOM Debtors. (Adelphia
Bankruptcy News, Issue No. 70; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

AIR CANADA: Settles Matters Raised by Pilots Association
Ernst & Young, Inc., reports that on Sept. 17, 2004, Air Canada
and the Air Canada Pilots Association reached a mediated
resolution regarding three issues raised by the Union.  The
parties were assisted by the Ontario Superior Court of Justice and
Martin Teplitsky, Q.C.

Mr. Teplitsky issued a consent award with respect to the ACPA's

According to Murray A. McDonald, President of Ernst & Young, the
ACPA presented three issues which the Union was not reasonably
assured would be resolved by September 30, 2004:

    (1) Two Grievances regarding Aeroplan

        The ACPA has two Aeroplan grievances that remain
        unresolved.  Both are crucial to the employment security
        of the ACPA's members.  Both seek determinations under
        collective agreement provisions confirmed in the ACPA's
        restructured collective agreement.

    (2) Creation of Additional Specialty Companies

        Under a provision in the ACPA's collective agreement, Air
        Canada needs the ACPA's consent to create "specialty
        companies".  When the new corporate structure is
        established pursuant to the Plan, new "specialty
        companies" in addition to Aeroplan will be created.  Air
        Canada had not sought the ACPA's consent to their

    (3) Respect for Restructured Collective Agreement

        Air Canada recently suggested that the Plan and Sanction
        Order might have extinguished certain of the ACPA's rights
        under its restructured collective agreement, and even
        under the Canada Labour Code.  The ACPA does not agree.

The first Aeroplan grievance is dated July 10, 2001, bearing the
title "Policy Grievance Regarding Flying Associated with
Redemption of Aeroplan Points" which states that:

      "The redemption of Aeroplan points results in flying
      performed by or on behalf of the Company.  The
      Association files this policy grievance as a violation
      of Article 1 of the Collective Agreement for all such
      flying that is not performed by Air Canada pilots."

The remedies requested include "an order that the Company has
violated the Collective Agreement", "an order that the Company
cease and desist from such violation" as well as an undefined
claim for compensation.

The second Aeroplan grievance is dated April 25, 2002, which

      "The Company has violated the Collective Agreement
      -- in particular, but not limited to Article 1 -- by
      creating a specialty company known as Aeroplan
      without the express consent of the Association."

The remedies sought include a declaration "that Air Canada
integrate Aeroplan back into Air Canada" and CN$1,000,000 in

The Aeroplan grievances were both filed before the CCAA Petition
Date.  The Monitor is not aware of any grievance having been filed
by the ACPA or any of its members with respect to Air Canada's
corporate structure.

As a result of the settlement, the ACPA delivered to the Monitor
an executed Clean Slate Certification, which will be held in
escrow by the Monitor until closing.  The execution and delivery
of Clean Slate Certificates by the Applicants' labor unions in
Canada before the Plan Implementation Date is a condition under
the Applicants' Restated Standby Purchase Agreement with Deutsche
Bank Securities, Inc.

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

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

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

AMCAST INDUSTRIAL: Steel Partners Discloses 7.3% Equity Stake
Amcast Industrial Corporation reported that, as of the close of
business on Aug. 11, 2004, Steel Partners II beneficially owned
682,008 shares of the Company's common stock, constituting
approximately 7.3% of the shares outstanding.  

As the general partner of Steel Partners II, Partners LLC may be
deemed to beneficially own the 682,008 shares owned by Steel
Partners II, constituting approximately 7.3% of the shares
outstanding.  As the sole executive officer and managing member of
Partners LLC, which in turn is the general partner of Steel
Partners II, Mr. Warren G. Lichtenstein may be deemed to
beneficially own the 682,008 shares owned by Steel Partners II.  
Mr. Lichtenstein has sole voting and dispositive power with
respect to the 682,008 shares owned by Steel Partners II by virtue
of his authority to vote and dispose of such shares.

The aggregate purchase price of the 682,008 shares owned by Steel
Partners II is $2,523,503, including brokerage commissions. The
shares owned by Steel Partners II were acquired with partnership

Amcast Industrial Corporation is a leading manufacturer of
technology-intensive metal products. The remaining businesses
include Aluminum Wheels, Squeeze-Cast Components and Lee Brass.
The Company serves the automotive, construction, and industrial
sectors of the economy.

At May 30, 2004, Amcast Industrial Corporation reports a
stockholders' deficit of $40,094,000, compared to a deficit of
$41,935,000 at Aug. 31, 2003.

AMERICAN SKIING: Launches Sr. Debt Offer & Consent Solicitation
American Skiing Company (OTC: AESK) has commenced a tender offer
and consent solicitation for any and all of its $120 million
principal amount of 12% Senior Subordinated Notes due in 2006. The
total consideration (including the consent payment described) in
connection with the offer is $1,015.63 per $1,000 principal amount
plus accrued but unpaid interest for the Notes. The terms and
conditions of the tender offer are set forth in an Offer to
Purchase and Consent Solicitation Statement dated Oct. 12, 2004.

In conjunction with the tender offer, American Skiing Company is
soliciting the consent of holders of Notes to eliminate
substantially all of the restrictive covenants and certain events
of default under the indenture for the Notes.

The consent payment of $20.00 per $1,000 principal amount of the
Senior Subordinated Notes will be paid only for the Notes tendered
prior to the Consent Date, which will be 5:00 p.m., New York City
time, on Oct. 22, 2004, unless extended. Holders who tender their
Notes into the tender offer after the Consent Date will receive
the consideration described above less the consent payment amount.
Notes may not be tendered without delivering consents to the
amendments to the indenture for the Notes as described above.

The tender offer commenced Tuesday will expire at 12:00 AM,
midnight, New York City time, on Nov. 8, 2004, unless extended.
Closing of the tender offer is subject to:

     (i) the consummation of any necessary debt financing to fund
         the total consideration for the Notes tendered and to
         refinance the existing credit facility of American Skiing

    (ii) the receipt of the requisite consents from the holders of
         the Notes; and

   (iii) certain other customary conditions.

If the conditions set forth above are met and American Skiing
Company accepts the tendered Notes, holders who tender Notes prior
to the Consent Date will receive payment for their Notes on or
promptly after the date on which American Skiing Company closes
its new credit facility, and all other tendering holders will
receive payment on or promptly after the Expiration Date.

A person owning $61,695,000 aggregate principal amount of Notes
has agreed to tender its Notes and consent to the indenture
amendments prior to the Consent Date.

The Information Agent is Georgeson Shareholder Communications,
Inc. Copies of documents may be obtained from Georgeson
Shareholder Communications, Inc. at (212) 440-9800 or toll-free at
(888) 264-6999.

This news release is neither an offer to purchase nor a
solicitation of an offer to sell the Notes. The offer is being
made only by reference to the Offer to Purchase and Consent
Solicitation Statement and related applicable Consent and Letter
of Transmittal dated Oct. 12, 2004.

                   About American Skiing Company

Headquartered in Park City, Utah, American Skiing Company (OTC:
AESK) is one of the largest operators of alpine ski, snowboard and
golf resorts in the United States. Its resorts include Killington
and Mount Snow in Vermont; Sunday River and Sugarloaf/USA in
Maine; Attitash Bear Peak in New Hampshire; Steamboat in Colorado;
and The Canyons in Utah. More information is available on American
Skiing Company's Web site at

                          *     *     *

As reported in the Troubled Company Reporter on July 15, 2004,
Standard & Poor's Ratings Services revised its rating outlook on
ski resort operator American Skiing Company to developing from
negative. The developing outlook reflects improvement in credit
measures from the restructuring of the company's real estate
facilities and higher real estate sales, but also the company's
significant refinancing risk as the majority of its debt will
mature in 2006.

In addition, the 'CCC' corporate credit rating on the Park City,
Utah-based company was affirmed. As of April 25, 2004, American
Skiing had total debt outstanding of $299.6 million.

The restructuring involved the contribution of certain
developmental land parcels into a new business venture called SP
Land Company LLC in return for extinguishment of debt. In
conjunction, Oak Hill Capital Partners contributed $25 million in
debt from the company's real estate subsidiary as additional paid-
in capital to American Skiing, resulting in a total reduction of
$80.4 million in real estate debt and related accrued interest and
fees. These changes will be reflected in the company's fiscal
year-end financial statements.

"With real estate defaults cured, a successful refinancing would
likely result in a one-notch upgrade," said Standard & Poor's
credit analyst Andy Liu. "Lack of progress in refinancing,
especially in light of the business and financial risks of the ski
resort business and the need to anticipate market conditions, will
likely lead to a downgrade before 2006."

AMERICAN TOWER: Fitch Assigns B+ Rating to Unsecured Notes
Fitch Ratings initiated coverage of American Tower Corporation and
assigned a 'B+' rating to its unsecured notes.  Additionally,
Fitch assigns a 'BB-' rating to American Towers Inc. senior
subordinated debt and a 'BB' rating to American Towers' senior
secured credit facility.  The Rating Outlook for all ratings is
Positive.  Approximately $3.2 billion of debt securities are
affected by these actions.

The rating and Outlook reflect the risks associated with the high
leverage and Fitch's expectations that American Tower will
continue to meaningfully improve its credit profile over the next
18 months.  The improvement in free cash flow will be driven by
organic revenue growth relating to healthy wireless industry
demand and reduced interest expense through debt

In addition, American Tower's cash flows derive support from the
predictable long-term contracts associated with its leasing
business and the expected sustainability of low capital investment
as American Tower leverages the considerable scale advantages
inherent within the tower business model.

A key consideration in the rating is the expected growth in
revenue associated with continuing demand for new collocations, as
well as the stability related to its recurring revenue base.  
Fitch believes the predictable and contractual nature of American
Tower's recurring revenue significantly reduces the volatility
risk to its cash flow.  Expectations are for wireless operators to
build approximately 15,000 cell sites in 2004, roughly the same
number of cell sites deployed in 2003, as carriers focus on
improving network quality due to competitive reasons and
increasing network capacity in response to strong subscriber
growth.  Minute of use growth has surged at rates greater than 20%
over the past three years as mobile subscribers increased their
reliance on wireless services due to the big bucket minute plans
that have stimulated wireline substitution.

Additionally, 3G data deployments by wireless operators should
drive the need for site augmentations and new cell sites, although
over the near term, Fitch does not expect tower operators to
benefit materially from the initial deployment of 3G wireless data
networks.  Fitch believes American Tower will gain its fair share
of revenue growth associated with these new tower lease-up

While consolidation among wireless operators remains a risk to the
tower industry, Fitch does not expect the effect to be material to
American Tower.  With over 45,000 cell sites between AT&T Wireless
and Cingular once the acquisition completes, the need to build new
cell sites is reduced, and Fitch expects Cingular will
decommission a modest number of cell sites as the company
integrates the two networks.  However, cell site decommissioning
costs are high, estimated on average to be over $50,000 per site,
including contractual lease obligations, effectively creating a
hurdle for aggressive site decommissioning.  Additionally,
American Tower's exposure to overlapping cell sites is small in
the case of the Cingular/ AT&T Wireless combination, estimated at
400 cell sites, or 1.5% of American Tower revenues.  The timing of
further consolidation in the wireless industry is also highly
uncertain due to technology and ownership positions.

Given the wireless growth opportunities, operating performance
should continue to strengthen as American Tower leverages its
operational scale to increase tower margins in excess of 70% by
2005.  Free cash flow should similarly increase during this
timeframe to greater than $200 million.  Over the past 18 months,
American Tower has aggressively focused on improving its capital
structure to improve financial flexibility and lengthen maturities
with total refinancings of $2.8 billion.  

Fitch expects the company to use its growing free cash flow to
continue to reduce debt and take advantage of refinance
opportunities, thereby further reducing interest expense over the
next 24 months by at least $40 million.  American Tower's
liquidity is solid, owing to its free cash flow, cash balance of
approximately $200 million at the end of the second quarter, $400
million of undrawn revolver capacity associated with its $1.1
billion credit facility, which matures in 2011, and a material
degree of margin under its credit facility covenants.

The company's maturity and put schedule is very manageable with
$5 million in 2005, $43 million in 2006, and $56.5 million in
2007. It should be noted that the company has $275 million of 5%
convertible notes maturing in 2010 that will likely be put to the
company in 2007.

Expectations are for American Tower to sustain capital investment
at relatively low levels due to the longevity and low maintenance
capital spending associated with tower assets. Likewise, American
Tower will likely limit discretionary capital spending given their
disciplined financial requirements when building new tower sites.
In addition, Fitch believes acquisition risk is modest given the
scale in its operations as the largest U.S. tower operator.

Accordingly, American Tower's leverage, while still high, improved
significantly with debt to LTM EBITDA of 7.7 times (x) at the end
of the second quarter 2004, compared with 11.0x at the end of
2002.  By the end of 2005, Fitch expects net debt to LTM EBITDA to
be less than 6.0x, which management has indicated is within their
target leverage range of 4x-6x.  In Fitch's estimation, the
stability of the tower industry compares favorably to the cable
industry with similar revenue and cash flow expectations, as well
as having superior margin, competitive factors, and churn and
capital spending characteristics.

The 'BB' rating of American Towers' credit facility, which is two
notches above American Tower's unsecured debt, reflects the
superior position in the capital structure and the excellent
recovery prospects.  

Secured debt levels are a modest 21% of total debt, a significant
decrease from 2002 levels when the secured debt to total debt was
44%.  The credit facility is secured by liens on substantially all
the assets of the company, borrowers, and restricted subsidiaries,
as well as upstream guarantees from those subsidiaries.

AMES: Wants to Sell Rocky Hill Property to T. Briggs for $3.7 Mil.
In August 2002, the U.S. Bankruptcy Court for the Southern
District of New York authorized Ames Department Stores, Inc., to
conduct going out of business sales.  The GOB Sales have been
completed and the Debtors have vacated their retail store
locations and disposed the leases for the stores.  As a result of
their wind-down efforts, the Debtors no longer need the commercial
real property with a corporate office building located at 2418
Main Street in Rocky Hill, Connecticut.

Neil Berger, Esq., at Togut, Segal & Segal, in New York, relates
that the Debtors have actively sought a purchaser for the Rocky
Hill Property.  The Property consists of 12.7 acres of land and
the office building contains 228,000 square feet of space.  Thomas
Briggs has made an offer for the Property and, it is the best
substantive offer made, as of October 1, 2004.

Pursuant to a purchase agreement, Mr. Briggs agreed to buy the
Property on these terms:

    (a) Assets to be purchased:

        * The Land and the Improvements and all easements,
          tenements, hereditaments, rights, licenses, privileges
          and appurtenances belonging or relating thereto,
          together with all right, title and interest of Debtor
          Ames Realty in and to any streets, roads, alleys or
          other public ways adjoining or serving the Land,
          including Ames Realty's rights to any land lying in the
          bed of any street, road, alley or other public way, open
          or proposed, and any strips, gores, culverts and rights-
          of-way adjoining or serving the Land.

        * All equipment and furnishings and all other tangible
          personal property owned by Ames Realty and located on
          the Premises on the Closing Date.

    (b) A $3,700,000 Purchase Price, payable in cash:

        * A $100,000 deposit has been delivered by Mr. Briggs
          to Ames Realty as a good faith deposit with the
          execution of the Purchase Agreement; and

        * The $3,600,000 balance will be paid in cash at the
          Closing, subject to prorations and adjustments as may
          be provided under the Purchase Agreement.

Accordingly, the Debtors ask the Court to approve the sale of the
Rocky Hill Property to Thomas Briggs, subject to higher and better

Mr. Berger relates that the Purchase Agreement is the product of
significant arm's-length negotiation among the parties.  The sale
of the Property to Mr. Briggs or to another successful bidder that
submits a higher offer will provide the greatest return to the
Debtors' estates and creditors.  The Sale will also eliminate
further administrative costs to maintain the Property.

The only recorded lien against the Property is a mortgage in favor
of Kimco Funding, LLC, under the Revolving Credit, Guaranty and
Security Agreement dated as of September 27, 2002, between the
Debtors and Kimco.  Kimco has consented to the sale of the
Property to Mr. Briggs or to an entity that may submit a higher
offer, and will release of its Liens against the Property.  The
Liens will transfer to the net proceeds of the sale.

The Debtors also ask Judge Gerber to exempt the Sale from stamp or
similar taxes under Section 1146(c) of the Bankruptcy Code.

                      Form and Manner of Notice

The Debtors have more than 5,000 creditors.  Mr. Berger notes that
it would be unduly burdensome to provide all of the Debtors'
creditors with copies of the prefixed Scheduling Order, the Sale
Motion and all of its exhibits.

The Debtors propose to serve a copy of the Scheduling Order, once
entered by the Court, the Sale Motion and all exhibits, including
the Purchase Agreement, by regular, first-class mail on:

    * the Statutory Creditors' Committee;

    * Mr. Briggs;

    * Kimco;

    * the taxing authorities where the Property is located;

    * all known creditors asserting a lien, interest or other
      encumbrance on the Property;

    * all parties that have made written expressions of interest
      to the Debtors regarding the Property; and

    * the U.S. States Trustee.

In compliance with Rules 2002 and 6004 of the Federal Rules of
Bankruptcy Procedure and after consulting with Kimco and the
Committee, the Debtors propose to provide additional notice of the
Scheduling Order and the Hearing by publishing a notice.

The Scheduling Order and Sale Notice will advise interested
parties that written offers for the Property must be timely
submitted in conformity with the Scheduling Order, and will make
certain that the market will test the sufficiency of the
consideration to be paid for the Property.

Objections, if any, to the proposed sale or the Purchase Agreement
must be made in writing and conform to the requirements of the
Bankruptcy Code, the Bankruptcy Rules, and the Local Bankruptcy
Rules and be electronically filed with copies delivered directly
to the Court's Chambers, and served on:

    * the Debtors,

    * Rolando de Aquiar, Ames President,

    * Mr. Briggs, by its attorney,

    * the Committee, by its attorneys,

    * Kimco, by its attorneys, and

    * the U.S. Trustee,

so as to be received no later than October 22, 2004.

The Court will convene the Sale Hearing on October 27, 2004.

Headquartered in Rocky Hill, Connecticut, Ames Department Stores,
Inc., is a regional discount retailer that, through its
subsidiaries, currently operates 452 stores in nineteen states and
the District of Columbia.

Ames Department Stores filed for chapter 11 protection on August
20, 2001 (Bankr. S.D.N.Y. Case No. 01-42217).  Albert Togut, Esq.,
Frank A. Oswald, Esq. at Togut, Segal & Segal LLP and Martin J.
Bienenstock, Esq., and Warren T. Buhle, Esq., at Weil, Gotshal &
Manges LLP represent the Debtors in their restructuring efforts.
When the Company filed for protection from their creditors, they
listed $1,901,573,000 in assets and $1,558,410,000 in liabilities.
(AMES Bankruptcy News, Issue No. 59; Bankruptcy Creditors'
Service, Inc., 215/945-7000)

ARCHANGEL DIAMOND: Management Baffled by Unusual Trading Activity
During the course of last week, there was an unusually high level
of trading in the shares of Archangel Diamond Corporation and a
significant increase in the Corporation's share price, the reasons
for which are unclear to the Corporation.

Management is unaware of any material change in the business and
affairs of the Corporation, including the previously advised
status of the claims being pursued by the Corporation in the
Colorado and Stockholm courts.  However, the Corporation continues
to explore every avenue to resolve the dispute over the Verkhotina
licence through discussion and negotiation, which the Corporation
believes to be in the best interests of shareholders.

As reported in the Troubled Company Reporter on Jul. 28, 2004,
Archangel Diamond filed a petition for writ of certiorari with the
Colorado Supreme Court.  This follows the denial by the Colorado
Court of Appeal of Archangel Diamond's Motion for Reconsideration,
which was filed after the Court of Appeal, by judgment dated March
25, 2004, affirmed the ruling of the Denver District Court
dismissing Archangel's claims against Arkhangelskgeoldobycha --
AGD -- and LUKoil for lack of personal jurisdiction.

The Colorado Supreme Court is expected to rule within
approximately 90 days of the date of filing of the writ on whether
or not to accept the petition, i.e., by approximately
October 16, 2004.  If the petition is accepted, the Supreme Court
will then consider de novo ADC's appeal against the ruling of the
Denver District Court dismissing Archangel's claims against AGD
and LUKoil for lack of personal jurisdiction.

Archangel Diamond Corporation is an international diamond
exploration company that currently owns a 40% interest in Almazny
Bereg, a Russian international open joint stock company, which
conducts exploration on the Verkhotina license area in the Oblast
of Arkhangel'sk in northwestern Russia.  De Beers Consolidated
Mines Ltd. recently stated in a technical assessment study based
on all exploration work completed through November 3, 1999, that
the Grib Pipe, located within the Verkhotina license area, has an
estimated resource of approximately 98 million tonnes of
kimberlite to a depth of 500 meters, containing some 67 million
carats of recoverable +1 mm diamonds at an average mining grade of
69 carats per hundred tonnes and an average life-of-mine revenue
value of US$79 per carat.  For the past three years, Archangel has
persistently sought political and legal assistance in an effort to
cause its Russian joint venture partner to transfer the Verkhotina
Diamond License, pursuant to underlying contracts, to Almazny

As of June 30, 2004, Archangel Diamond's stockholders' deficit
widened to $1,168,275, compared to a $704,570 deficit at
Dec. 31, 2003.

ASG CONSOLIDATED: Moody's Junks $125 Million Senior Discount Notes
Moody's Investors Service assigned a Caa1 rating to the
prospective senior discount note issue of ASG Consolidated LLC, an
intermediate holding company parent of American Seafoods Group
LLC.  Moody's also affirmed American Seafood's senior secured and
subordinated ratings, and the enterprise's senior implied rating.
The ratings outlook is stable.  Gross proceeds of $125 million
from the holding company discount note will fund a $79 million
dividend to existing shareholders, redeem $38 million of mezzanine
obligations, and pay fees and other expenses.  The senior discount
note will not pay cash interest for the first four years, and will
accrete to approximately $172 million by the time it becomes cash

Moody's ratings actions were:

   -- ASG Consolidated LLC

      * $125 million senior discount note, due 2011 -- Caa1

   -- American Seafoods Group LLC

      * $75 million senior secured revolving credit, maturing 2007
        -- Ba3 affirmed,

      * $90 million senior secured term loan A, maturing 2007 --
        Ba3 affirmed,

      * $280 million senior secured term loan B, maturing 2009 --
        Ba3 affirmed,

      * $175 million senior subordinated notes, due 2010 -- B3

      * Senior Implied Rating (moved to ASG Consolidated LLC) --
        B1 affirmed,

      * Unsecured Issuer Rating (moved to ASG Consolidated LLC) --
        Caa1 assigned,

      * Rating Outlook -- Stable.

The rating assigned to the prospective ASG Consolidated company
discount note reflects its structural subordination to substantial
debt and other liabilities at American Seafood.  

The affirmation of American Seafoods' existing ratings considers
the negative impact on the enterprise's credit profile from the
prospective note issue and dividend of proceeds, which will add to
debt, increase pro forma leverage to 5.6-5.8x adjusted EBITDA, and
become an accreting debt liability over the next four years.

The ratings affirmations, however, also take into account Moody's
expectation that American Seafoods will generate sufficient free
cash flow to allow modest debt and leverage reduction during the
next four years and will retain adequate financial flexibility to
accommodate variations in earnings.

American Seafoods' ratings are limited by high levels of debt and
leverage.  Moody's expects that the company's controlling
shareholders will continue to periodically recapitalize to pay
cash distributions, which will keep leverage at high levels over

In addition, the prospective holding company notes will not pay
cash interest for the first four years, but will be an accreting
debt liability at the rate of about $15 to $20 million per year,
restraining the potential pace of de-leveraging accomplished
through pay-down of other debt.

American Seafoods' ratings are also limited by the commodity
nature of its products.  The company's revenues and earnings are
exposed to volatility from pricing fluctuations in response to
overall market supply versus demand levels, variation in the
quality of fish harvested and yield and quality of products
processed, and seasonality of harvesting and sales, particularly
for roe sold into Japan, one of its highest margin products.

Approximately 25% of the company's revenues are denominated in
yen, with the currency exposure largely hedged on an annual basis.
The ratings also take into account that American Seafoods has
substantial concentration on a single fishery (Bering Sea
pollock), which has limited growth potential because statutes and
regulations limit increases in pollock quota volumes.

The ratings consequently consider the likelihood of acquisition
activity and investment to continue to grow beyond primarily
pollock operations.

In addition, the ratings recognize the inherent natural and food
safety risks affecting the business, including disease, weather,
the health and size of the fish population, and product liability.

The ratings are supported by American Seafoods' leading position
in the Bering Sea pollock fishery.  The company benefits from:

     (i) a relatively reliable supply of fish,
    (ii) favorable regulations governing the fishery, and
   (iii) resulting barriers to entry.

Pollock-based products account for the majority of American
Seafood's revenues and the bulk of its earnings.  Current statutes
and regulations governing the Bering Sea pollock fishery limit
catcher-processor quota allocations to nineteen specifically named
vessels, seven of which are owned and operated by American

American Seafoods' quota allocation is nearly 2.5 times larger
than the second largest operator, giving it a 45% catcher-
processor market share.  Its large share of the fishery quota and
the favorable regulatory framework have enabled American Seafoods
to improve the efficiency of its operations.  

In addition, the Bering Sea pollock fishery has been well managed
and is expected to provide a relatively stable volume of allowed
catch. Pollock has a wide range of product applications and
accounts for the largest portion of fish consumption globally,
which has been growing modestly.

The company has a diverse customer base and has been expanding its
distribution reach. Diversification initiatives to date have been
relatively modest in scale.

The stable ratings outlook is based on Moody's expectation that
leverage can be gradually reduced from free cash flow even if
earnings are moderately weaker than during the last couple of
years.  Material reduction in leverage (to levels below to 4.5x
EBITDA) could support positive ratings actions, but Moody's
expects that if leverage were to be reduced, the shareholders
would likely re-leverage to fund additional distributions.  If
leverage increases much above 5.8x, either from earnings weakness
or additional shareholder distributions, the ratings would be

These factors also pressure the ratings:

     (i) changes in the regulations governing the Bering Sea
         pollock fishery,

    (ii) reduction in quota allocations from community development
         groups when current contracts expire at the end of 2005,

   (iii) significant increases in the cost of maintaining access
         to the quota allocations.

The recapitalization would increase American Seafoods' enterprise
debt to $626 million (pro forma at 9/30/04), from $501 million at
9/30/04.  Moody's estimates that pro forma leverage would increase
to about 5.6x to 5.8x adjusted EBITDA.  

Pro forma book equity would be a deficit of about $187 million,
reflecting the dividend, expected write-down of Southern Pride
Catfish goodwill, and the write-off of fees and expenses related
to the cancelled income securities transaction.  

Free cash flow after interest expense, capital spending and tax
distributions to shareholders would be in the range of 7-8% of
outstanding debt, indicating some ability to de-leverage through
debt pay-down over the next four years unless earnings are
pressured further.  

LTM EBITDA less capital spending would cover pro forma interest
expense 1.7x (2.4x for cash interest expense).

Overall, liquidity appears adequate, although the amendment to the
leverage covenant of the credit agreement provides a narrow EBITDA
cushion at current EBITDA levels.

The company is exposed to rising interest rates on its credit
facilities up to a LIBOR level of 5%, when its exposure on
$93.5 million of principal is capped. The company has liquidity
requirements associated with its yen hedging activities, for which
it has issued $17 million of letters of credit under its revolver,
and seasonal swings in working capital and earnings.

At September 30, 2004, during a seasonally heavy working capital
period, the company had approximately $45 million of availability
under its revolver commitment.

The Ba3 rating on American Seafood's senior secured credit
facilities reflects their beneficial position in the capital
structure, contractually and effectively ahead of the senior
subordinated notes, and structurally ahead of the holding company
discount notes.  

The facilities benefit from subsidiary and parent guarantees and
are secured by all the capital stock and a perfected security
interest in substantially all the assets of American Seafoods
Group LLC and its subsidiaries, including American Seafoods'
fishing rights and license agreements.

Moody's expects sufficient collateral coverage in a distressed
scenario.  Coverage would partially rely on the market value of
the company's fishery rights, which is supported by the statutes
and regulations governing the Bering Sea pollock fishery.

The B3 rating on the senior subordinated notes is notched down to
reflect their effective and contractual subordination to ASG's
senior secured debt.  The notes are guaranteed by subsidiaries of
American Seafoods Group LLC.

The Caa1 rating on the holding company discount notes reflects
their structural subordination to the senior secured and senior
subordinated debt at American Seafoods Group LLC.  Coverage of the
notes from remaining asset values is unlikely in a distressed
scenario.  Enterprise value coverage would rely on realization of
a relatively high multiple of earnings.

American Seafoods Group LLC has headquarters in Seattle,
Washington.  The company had revenues of $411 million in 2003.

ASG CONSOLIDATED: S&P Assigns B- Rating to Planned $125 Mil. Notes
Standard & Poor's Ratings Services assigned its 'B-' rating to
Seattle, Washington-based ASG Consolidated LLC's proposed
$125 million senior discount notes due 2011.

Standard & Poor's also assigned its 'B+' corporate credit rating
to ASG Consolidated, the sole equity owner of American Seafoods
Group LLC.  In addition, Standard & Poor's lowered its ratings on
American Seafoods, including its corporate credit rating to 'B+'
from 'BB-', and removed them from CreditWatch where they were
initially placed on June 5, 2003.  The outlook is stable.  

About $610 million of lease-adjusted total debt is expected to be
outstanding at closing.

"The downgrade reflects [American Seafood's] increased
consolidated debt burden resulting from the proposed transaction,
as well as a very aggressive financial policy reflecting the
dividend and the attempted, and now cancelled, transaction
involving Income Deposit Securities," said Standard & Poor's
credit analyst Paul Blake.  ASG Consolidated's new discount notes
will add $94 million of incremental debt that weaken credit
protection measures on a consolidated basis.  Furthermore, the
additional debt limits the company's ability to weather potential
operating challenges and also reduces the likelihood for future

Approximately $38 million of the proceeds from the new notes will
be used to repurchase all the outstanding preferred equity and
notes held by Wasserstein & Co., an equity sponsor.  The rest will
be used to pay a dividend to equity holders and cover transaction

For analytical purposes, Standard & Poor's views ASG Consolidated
and American Seafood as one economic entity.  The new ratings are
based on preliminary terms and are subject to review upon final

ATLANTIC MUTUAL: Moody's Reviews B1 Rating on Surplus Notes
Moody's Investors Service placed the insurance financial strength
and surplus note ratings of Atlantic Mutual Insurance Company and
its rated affiliates on review for possible downgrade.  The rating
agency stated that the rating action reflects a number of recent
events and trends, including:

     (i) the commutation of one of the company's reinsurance

    (ii) lower than expected earnings due to restructuring charges
         and catastrophe losses, and

   (iii) lower than expected statutory capital.

Elaborating on its rationale to review the ratings for possible
downgrade, Moody's noted that the commutation of one of the
company's reinsurance agreements will negatively impact statutory
surplus by $64.5 million in the third quarter of 2004, as
disclosed in the company's second quarter statutory filing.

While Moody's has considered this reinsurance agreement to be a
form of debt, due to its retrospective funding nature, and does
not consider the commutation a reduction in economic capital, the
rating agency believes that the reduction in statutory surplus
places the company in a less favorable position with respect to
regulatory capital, and thus creates greater regulatory risk.  
This risk is especially pronounced with respect to the payment of
interest on the company's surplus notes, which require regulatory

The rating agency also noted that while Atlantic Mutual has
replaced its previous reinsurance coverage with another, more
comprehensive cover, the new reinsurance agreement requires the
company to retain an increased level of adverse loss reserve
development risk.  In addition, the company has reported
significant adverse reserve development over the past several

During the review process, Moody's will focus on:

     (i) the group's capital adequacy position,
    (ii) its future earnings trends, and
   (iii) the prospects for its ongoing personal lines business.

With respect to earnings trends, Moody's believes that earnings
will continue to be volatile as the company transitions from a
multi-line writer to a much smaller personal lines writer.

Moody's expects that it will conclude its review upon completion
of third party reserve reviews, and after considering the ongoing
earnings potential of the group.

These ratings were placed on review for possible downgrade:

   -- Atlantic Mutual Insurance Company:

      * surplus notes at B1,
      * insurance financial strength at Baa3;

   -- Centennial Insurance Company

      * insurance financial strength at Baa3;

   -- Atlantic Lloyd's Insurance Company of Texas

      * insurance financial strength at Baa3.

Atlantic Mutual Insurance Company, based in New York, reported a
year to date statutory net loss of $18.1 million as of
June 30, 2004 and policyholders' surplus of $322.3 million as of
June 30, 2004.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to punctually repay senior
policyholder claims and obligations.

AVADO BRANDS: Has Until January 31 to Decide on Leases
The Honorable Judge Steven A. Felsenthal of the U.S. Bankrupty
Court for the Northern District of Texas gave his stamp of
approval to Avado Brands, Inc., and its debtor-affiliates'
application to extend, until Jan. 31, 2005, their time to decide
whether to assume, assume and assign, or reject unexpired
nonresidential real property leases pursuant to Section 365(d)(4)
of the Bankruptcy Code.

The Debtors submit that at this point in their restructuring, they
are not yet in a position to make final determinations about which
of the leased premises will be necessary to their business plans
and which unexpired leases should be assumed, assigned or rejected
to maximize value of their estates.

Avado and its affiliates stress that premature assumption or
rejection would disrupt sales and other revenue-generating
activities and would impair their ability to administer and
reorganize their businesses.  

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

AVADO BRANDS: Court Grants Extension of Exclusivity Period
Avado Brands, Inc., and its debtor-affiliates sought and obtained
an extension from the U.S. Bankruptcy Court for the Northern
District of Texas, Dallas Division, of their exclusive period to
file a plan of reorganization through Dec. 15, 2004.  The Debtors
also have the exclusive right to solicit acceptances of that Plan
through Feb. 15, 2005.

Judge Steven A. Felsenthal granted the extension to give the
Debtors more time to ascertain the potential success of their new
business plans.  The Debtors launched new business strategies
which include remodeling their Don Pablo restaurants and re-
imaging their Hops brand.  The initial results of the Debtors
business plans are very positive and show gross sales increases.

The Debtors convinced the Court that the extension will enable the
restaurant operator to complete further progress and smooth the
path to a successful plan of reorganization.

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

AVAYA INC: Will Release 4th Quarter 2004 Results on Oct. 26
Avaya, Inc., (NYSE: AV) plans to report fiscal fourth quarter and
fiscal year 2004 results after the market close on Tuesday,
Oct. 26, 2004.

Avaya also will host a conference call to discuss its financial
results at 5:00 p.m. Eastern District Time on Oct. 26, 2004.  A
listen-only broadcast of the conference call and presentation
notes can be accessed on the company's Web site at

Any person may listen to a replay of the conference call beginning
at 8:00 p.m. EDT on October 26 through November 2, by dialing
800-642-1687 within the United States and 706-645-9291 outside the
United States.  The replay access code is 1070386.
Avaya, Inc., designs, builds and manages communications networks
for more than 1 million businesses worldwide, including 90 percent
of the FORTUNE 500(R).  Focused on businesses large to small,
Avaya is a world leader in secure and reliable Internet Protocol
telephony systems and communications software applications and
services.  Driving the convergence of voice and data
communications with business applications -- and distinguished by
comprehensive worldwide services -- Avaya helps customers leverage
existing and new networks to achieve superior business results.
Visit the Avaya Web site at

                         *     *     *

As reported in the Troubled Company Reporter on May 4, 2004,
edition, Standard & Poor's Rating's Services revised its outlook
on the rating of Avaya Inc. to positive from stable.  The 'B+'
corporate credit and senior secured debt and 'B' senior unsecured
debt ratings were affirmed.  The outlook revision reflects
improved profitability in recent quarters combined with reduced
debt, improving debt protection metrics and increased balance
sheet liquidity.

BANC OF AMERICA: Fitch Places Low-B Ratings on Six Cert. Classes
Banc of America Commercial Mortgage Inc., series 2004-4,
commercial mortgage pass-through certificates are rated by Fitch

   -- $33,000,000 class A-1 'AAA';
   -- $48,000,000 class A-2 'AAA';
   -- $240,000,000 class A-3 'AAA';
   -- $225,000,000 class A-4 'AAA';
   -- $107,000,000 class A-5 'AAA';
   -- $272,199,171 class A-6 'AAA';
   -- $202,345,000 class A-1A 'AAA';
   -- $1,296,027,783 class XC* 'AAA';
   -- $1,264,855,847 class XP* 'AAA';
   -- $35,640,764 class B 'AA';
   -- $11,340,243 class C 'AA-';
   -- $21,060,451 class D 'A';
   -- $9,720,209 class E 'A-';
   -- $16,200,347 class F 'BBB+';
   -- $11,340,243 class G 'BBB';
   -- $16,200,347 class H 'BBB-';
   -- $6,480,139 class J 'BB+';
   -- $6,480,139 class K 'BB';
   -- $6,480,139 class L 'BB-';
   -- $3,240,069 class M 'B+';
   -- $3,240,069 class N 'B';
   -- $4,860,105 class O 'B-';
   -- $16,200,348 class P 'NR';
   -- $103,000,000 class BC 'NR';
   -- $2,270,791 class DM-A 'A+';
   -- $4,778,618 class DM-B 'A';
   -- $3,845,294 class DM-C 'A-';
   -- $4,093,378 class DM-D 'BBB+';
   -- $4,366,269 class DM-E 'BBB';
   -- $3,952,582 class DM-F 'BBB-';
   -- $3,693,068 class DM-G 'BBB-'.

      * Notional amount and interest only.

Classes A-1, A-2, A-3, A-4, A-5, A-6, A-1A, XP, B, C, and D are
offered publicly, while classes XC, E, F, G, H, J, K, L, M, N, O,
P, BC, DM-A, DM-B, DM-C, DM-D, DM-E, DM-F, and DM-G are privately
placed pursuant to rule 144A of the Securities Act of 1933.

The certificates represent beneficial ownership interest in the
trust, primary assets of which are 108 fixed-rate loans having an
aggregate principal balance of approximately $1,296,027,784, as of
the cutoff date.

BBMF CORP: Inks JPY300 Million Purchase Agreement with Atlus Co.
BBMF Corporation (f/k/a eChex Worldwide Corp.) signed an agreement
to purchase the mobile distribution business of Atlus Co., Ltd., a
corporation organized and existing under the laws of Japan, for an
aggregate purchase price of 300,000,000 Japanese Yen. Completion
and delivery was scheduled to take place on Sept. 30, 2004.

Under the Agreement, the Company has been granted an exclusive,
worldwide license to use Atlus' game contents, characters and the
Atlus trademark (with the exception of certain mobile game
contents, which license BBMF has received on a non-exclusive
basis) pursuant to the Agreement. Atlus will receive from BBMF a
percent of revenue earned from game distribution. The Acquired
Assets were valued based on their current fair market value as
mutually agreed by the parties. The source of the funds to be paid
by the Company under the Agreement will be the Company's internal

                      Change of Accountants

BBMF Corporation has changed the nature of its business operations
since undergoing its reorganization on Apr. 1, 2004, as disclosed
by the Company in its Form 8-K filed with the Securities and
Exchange Commission.

The Company has, therefore, received notice that effective as of
Aug. 12, 2004, Mr. Michael F. Cronin, CPA, has resigned as the
independent auditor of the Company. Mr. Cronin has informed the
Company that the reasons for his actions are not related to any
disagreements between the Company and Mr. Cronin on matters of
accounting principles, financial statement disclosure or auditing
scope or procedures.  Mr. Cronin's reports on the Company's
consolidated financial statements for each of the past two fiscal
years did not contain an adverse opinion or disclaimer of opinion,
nor were such reports qualified or modified as to uncertainty,
audit scope or accounting principles.

On August 12, 2004, the Board of Directors appointed BDO McCabe Lo
& Company to serve as the Company's auditors for the quarter
ending June 30, 2004, and until further changes are necessary. The
change in auditors is effective immediately.

BDO had previously served as auditors for Kesrich (Hong Kong)
Limited, which is the primary operating subsidiary of BBMF Group
Inc., a company organized under the law of the British Virgin
Islands.  BBMF Group is a wholly owned subsidiary of the Company.
BDO therefore provided audited balance sheets for Kesrich as of
Dec. 31, 2003 and 2002, and the related statements of operations,
stockholders' deficit and cash flows for the year ended December
ECHEX 31, 2003, the period from April 6, 2001 (Kesrich's date of
inception) to December 31, 2002 and the period from April 6, 2001
to December 31, 2003. These audited financial statements were
previously filed with the Commission in an amended Current Report
on Form 8-K, for the events beginning April 1, 2004, as filed with
the Commission on June 15, 2004. Mr. Cronin was not consulted on
any of the aforementioned issues.

                           About Atlus

Atlus Co., Ltd., is primarily engaged in the business of
development and sales of software products for video games, on-
line computer games and mobile games, and of operation of mobile
game sites for mobile phones. Atlus is currently a shareholder of
the Company and will own approximately 9.4% of the Company's
outstanding shares after completion of the private placement.

                            About BBMF

BBMF Corp. (f/k/a eChex Worldwide Corp.) develops and distributes
mobile games and other mobile applications.  The Company focuses
on JAVA mobile games and downloads games in JAVA, BREW, WAP and
SMS.  BBMF also develops and distributes mobile Karaoke,
ringtones, and truetones.  The Company markets worldwide.

At June 30, 2004, BBMF Corp.'s balance sheet showed a $1,313,842
stockholders' deficit, compared to a $599,181 deficit at Dec. 31,

BEAR STEARNS: S&P Places Low-B Ratings on Six Certificate Classes
Standard & Poor's Ratings Services assigned its preliminary
ratings to Bear Stearns Commercial Mortgage Securities Trust 2004-
TOP16's $1.16 billion commercial mortgage pass-through
certificates series 2004-TOP16.

The preliminary ratings are based on information as of
October 12, 2004.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary

The preliminary ratings reflect:

   (1) the credit support provided by the subordinate classes of

   (2) the liquidity provided by the trustee,

   (3) the economics of the underlying loans, and

   (4) the geographic and property type diversity of the loans.

Classes A-1, A-2, A-3, A-4, B, C, D, and X-2 are currently being
offered publicly.  Standard & Poor's analysis determined that, on
a weighted average basis, the pool has a debt service coverage of
1.99x, a beginning LTV of 78.6%, and an ending LTV of 67.2%.

                  Preliminary Ratings Assigned
  Bear Stearns Commercial Mortgage Securities Trust 2004-TOP16
           Class         Rating      Amount (mil. $)
           -----         ------      ---------------
           A-1           AAA              20,000,000
           A-2           AAA              60,000,000
           A-3           AAA             100,000,000
           A-4           AAA             100,000,000
           A-5           AAA              80,000,000
           A-6           AAA             676,075,000
           B             AA               20,231,000
           C             AA-              13,005,000
           D             A                13,005,000
           E             A-               15,895,000
           F             BBB+             10,115,000
           G             BBB              11,560,000
           H             BBB-             10,115,000
           J             BB+               2,891,000
           K             BB                4,335,000
           L             BB-               5,780,000
           M             B+                1,445,000
           N             B                 1,445,000
           O             B-                2,890,000
           P             N.R.              7,225,259
           X-1*          AAA           1,156,012,259**
           X-2*          AAA           1,108,051,000**
                   *      Interest-only class
                   **     Notional amount
                   N.R. - Not rated

BOMBARDIER: Doubts Spur Fitch to Put B Ratings on Watch Negative
Fitch Ratings placed Bombardier's and Bombardier Capital's ratings
on Rating Watch Negative.  Fitch currently rates Bombardier's and
Bombardier Capital's senior unsecured debt and credit facilities
'BBB-', commercial paper programs 'F3', and Bombardier's preferred
stock 'BB+'.  Due to the existence of a support agreement and
demonstrated support by the parent, Bombardier Capital's ratings
are linked to those of Bombardier.  These ratings cover
approximately $6.1 billion of debt and preferred stock.

The Negative Rating Watch is based on significant uncertainties
present in Bombardier's regional jet -- RJ -- operations and
transportation unit -- BT, as well as continuing weak operating
margins.  Fitch believes that it will be able to resolve the
Negative Rating Watch in the next three to six months.

Fitch is concerned that further production rate reductions are
possible in Bombardier's RJ operations due to low backlog levels
(1.5 years worth of production), poor order visibility, and
backlog risks related to the weak financial conditions of several
large airline customers, including Delta Airlines, US Airways,
United Airlines, and Independence Air.  Delta is currently
formulating a restructuring plan that could lead to a bankruptcy
filing.  Other concerns related to Bombardier's RJ operation
include competitive pressures from Embraer's new 70-100 seat
aircraft family, the cash requirements of a possible 100-seat
aircraft program, and the weak aircraft financing market.

The fiscal 2006 (F2006) production rate that Bombardier announced
last week for CRJ200's was already incorporated into Fitch's
ratings, but Fitch had expected production of CRJ700's and
CRJ900's to be higher.  Further production rate reductions will
not necessarily lead to negative rating actions, but will be
evaluated on the basis of several factors including how Bombardier
manages the reductions and the timing and magnitude of the
reductions.  RJ production reductions will also be evaluated in
the context of Bombardier's overall business, given that business
jet improvements and the BT restructuring could offset the impact
of lower RJ deliveries.

Margin improvement continues to be a key credit issue for
Bombardier's debt ratings.  Margins at BT were 2.8% in the second
quarter, and the company has estimated that margins will be
approximately this level for the next six quarters.  At Bombardier
Aerospace, margins were negative (-0.6%) for the second
consecutive quarter, but improved sequentially.  Bombardier
Aerospace's margins continue to be pressured by sales incentives,
foreign currency, increased depreciation and amortization related
to new business jet programs, and higher interest expense
allocation due to the debt issuance earlier this year.  Given
Bombardier's level of debt compared to revenues, relatively modest
improvement in margins will drive noticeable improvement in credit
protection measures.  However, failure to improve margins or the
discovery of additional problem contracts at BT will likely lead
to a rating action.

Other general rating concerns include low free cash flow, the
potential need for further restructuring actions, the uncertain
timing of margin improvement, the impact of exchange rate
fluctuations on financial results and planning, and the sizable
pension deficit.

General factors supporting the ratings include Bombardier's
liquidity position, the improvement in the business jet market,
better-than-expected free cash flow in the first half of F2005,
significant progress on the multi-year restructuring plan, leading
market positions, the more conservative strategy at Bombardier
Capital, the large backlog at BT, new senior management, and the
cost cutting actions at both Bombardier Aerospace and BT.

Bombardier's liquidity remained strong at the end of the second
quarter, with $2.2 billion of cash and $1.6 billion of credit
facility availability.  An additional $600 million is available
under Bombardier Capital's credit facilities.  Fitch notes that
approximately $1.2 billion of the cash on hand at Bombardier is
related to advances and subordinated loans extended by Bombardier
Capital to the parent.  Fitch expects Bombardier to pay down some
of the advances in the third quarter so that Bombardier Capital
can retire approximately $500 million of maturing debt.  Fitch
anticipates that some additional Bombardier Capital advances will
be repaid in Q3 to fund increased assets, which declined
temporarily last quarter due to seasonal factors.  Fitch expects
Bombardier to be cash positive in the second half and for the year
despite likely increases in capital expenditures and restructuring
outflows during the next two quarters.

Bombardier is seeing improved demand and better pricing for its
business jets, consistent with industry-wide conditions.  Orders
were up significantly in the first half of the year, and
deliveries will likely exceed the company's plan this year.  The
magnitude of the apparent recovery in Bombardier's business jet
operations is greater than the expectations incorporated into
Fitch's ratings of Bombardier, and the recovery could offset some
of the risk related to Bombardier's RJ operation.

CARBIZ INC: Closes Issuance of $1,030,922 Convertible Debenture
Carl Ritter, Chief Executive Officer of Carbiz, Inc., ("CZ" TSX:V)
reported the closing of a brokered 5% convertible debenture
financing, pursuant to which an aggregate of $1,030,922 principal
amount of Debentures were issued.  Carbiz seeks to use the
proceeds of the Financing to accelerate the expansion of its
credit center business. As was previously announced, Carbiz also
seeks to list its common shares for trading on the United States
Over-The-Counter Bulletin Board.

Pursuant to the terms of the Financing, upon listing on the OTCBB
and concurrently delisting from the TSX Venture Exchange, the
principal amount of the Debentures and all accrued interest will
be automatically converted into units of Carbiz at a conversion
price of CDN$0.22 per Unit.  Each Unit will consist of one common
share, one class A common share purchase warrant and one-half of
one class B common share purchase warrant.

Each Class A Warrant may be exercised to acquire one common share
at a price of CDN$0.23 per share on or before the date that is
five years from the date of issuance of the Class A Warrant.  Each
whole Class B Warrant may be exercised to acquire one common share
at a price of CDN$0.30 per share on or before the date that is
five years from the date of issuance of the Class B Warrant.

In consideration for the services provided by the placement agent
for the Financing, the Agent received a cash commission equal to
10% of the gross proceeds raised by the Agent.  The Agent is also
entitled to receive a cash fee equal to 2% of the gross proceeds
from the subsequent exercise within twelve months from the
Conversion Date of any Class A Warrants or Class B Warrants that
were issued upon conversion of Debentures placed by the Agent.  In
addition, the Agent will receive that number of Agent's units that
is equal to 10% of the number of Units to be issued on the
Conversion Date in respect of Debentures placed by the Agent.  
Each Agent's Unit will consist of one Agent's first common share
purchase warrant and one-Agent's second common share purchase
warrant.  Each Agent's First Warrant may be exercised to acquire
one common share at a price of CDN$0.22 per share on or before the
date that is five years from the Conversion Date.  Each Agent's
Second Warrant may be exercised to acquire one common share at a
price of CDN$0.23 per share on or before the date that is five
years from the Conversion Date.

Carbiz is a recognized leader in software and business consulting
to the used-car industry.  In 2004, the Carbiz began leveraging
its industry knowledge and software products into company-owned
credit centers, which are used-car dealerships that offer
financing to customers with poor credit.  Carbiz opened its first
credit center in Palmetto, Florida in May 2004 and plans to open a
second credit center in St. Petersburg, Florida in November 2004
and seeks to open a third credit center in the Tampa, Florida area
in early 2005.  Each credit center originates, funds, manages and
collects loans for vehicles sold to customers.

"We expect that Florida will be our focus for expansion in the
near future," said Richard Lye, President of Carbiz.  "The success
of our credit center business is based on a philosophy of treating
credit-challenged customers with dignity and respect.  We combine
this customer-friendly approach with interest rates below the
industry average, which encourages customer loyalty and results in
successful collections that translate to the Carbiz's bottom

Based in Sarasota, Florida and Toronto, Canada, Carbiz is a
leading provider of Internet and software solutions to the North
American automotive industry.  Carbiz's suite of business
solutions includes dealer software products focused on the
finance, sub-prime finance and "buy-here, pay-here" markets.  
Carbiz has 40 full-time employees and provides finance solutions,
lead generation, Internet capability and training services.  
Carbiz supports more than 3,000 dealers with a recurring revenue
model, in addition to individual product sales.  Carbiz also
provides a tax refund service and refund anticipation loans at a
facility in Clearwater, Florida that employs 90 people on a
seasonal basis.

For the six-month period ending July 31, 2004, Carbiz reported
$2.3 million in revenues, down $165,000 from a year earlier, and a
$1.1 million net loss.  The Company's July 31, 2004, balance sheet
shows $1.2 million in total assets and liabilities exceeding
assets by $626,000.

CATHOLIC CHURCH: Tucson Disclosure Statement Hearing on Oct. 25
Judge Marlar will convene a hearing at 10:00 a.m. on Oct. 25,
2004, to review the Disclosure Statement filed by the Roman
Catholic Church of the Diocese of Tucson.  At that hearing, Judge
Marlar will determine whether the Disclosure Statement contains
adequate information as required by Section 1125 of the Bankruptcy
Code to enable creditors to make informed decisions about whether
to vote to accept or reject the Diocese's Plan of Reorganization.  
If Judge Marlar finds that the disclosure document is adequate, he
will approve it for distribution to the Diocese's creditors.  

Objections to the adequacy of the Diocese's Disclosure Statement,
if any, must be filed and served by October 20, 2004.  Only timely
filed and served written objections will be considered.

The Roman Catholic Church of the Diocese of Tucson filed for  
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  The Archdiocese of Portland in Oregon filed for
chapter 11 protection (Bankr. Ore. Case No. 04-37154) on July 6,
2004.  Thomas W. Stilley, Esq. and William N. Stiles, Esq. of
Sussman Shank LLP represent the Portland Archdiocese in its
restructuring efforts.  Portland's Schedules of Assets and
Liabilities filed with the Court on July 30, 2004, the Portland
Archdiocese reports $19,251,558 in assets and $373,015,566 in
liabilities.  (Catholic Church Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 215/945-7000)

CHAPCO CARTON: Hires Kugman Associates as Financial Advisor
The U.S. Bankruptcy Court for the Northern District of Illinois
gave Chapco Carton Company permission to employ Kugman Associates,
Inc., as its financial advisor.

Kugman Associates will:

    a) give Chapco Carton a complete financial evaluation and
       analysis of advisable restructuring alternatives;

    b) assist Chapco Carton in determining its financial needs
       and objectives in connection with its powers and duties as
       debtor in possession in the continued management of its
       property and operation of its business;

    c) review and recommend improvements, as necessary, in Chapco
       Carton's operation of its business, including preparation
       of bids and implementation of costing controls in
       connection with the performance of Chapco Carton's
       obligations under existing and prospective contracts;

    d) assist Chapco Carton in the negotiation, formulation and
       determination of a feasible plan of reorganization;

    e) aid Chapco Carton in exploring the means of obtaining
       additional debt or equity financing; and

    f) take other actions and as may be necessary on behalf of
       Chapco Carton in connection with its chapter 11 case.

Dale G. Marcus, a Principal and Executive Vice-President at Kugman
Associates, discloses that the Debtor paid a $147,500 retainer.
Mr. Marcus will bill the Debtor $305 per hour for his services.

Mr. Marcus reports Kugman Associates' professionals bill:

    Professional         Designation               Hourly Rate:
    ------------         -----------               -----------
    Brent L. Kugman      Principal/President          $305
    William Bryant       Principal/Vice-President      275
    James McCarthy       Principal/Vice-President      270
    Debra Percy          Senior Consultant             200
    Christine Farkas     Senior Consultant             185

Kugman Associates does not represent any interest adverse to the
Debtor or its estate.

Headquartered in Bolingbrook, Illinois, Chapco Carton Company
-- manufactures, sells and  
distributes folding cartons used for retail packaging in food,
candy, office supplies and automotive parts industries. The
Company filed for chapter 11 protection on July 13, 2004 (Bankr.
N.D. Ill. Case No. 04-26000). Chad H. Gettleman, Esq., at Adelman
Gettleman & Merens, represents the Company in its restructuring
efforts. When the Debtor filed for protection from its creditors,
it listed $15,232,256 in assets and $19,220,379 in liabilities.

COMMERCE ONE: Seeks Court Nod to Walk Away from 5 Useless Leases
Commerce One Inc. and its debtor-affiliate ask the U.S. Bankruptcy
Court for the Northern District of California, San Francisco
Division, for permission to reject certain nonresidential real
property leases.

The Debtors want to reject three burdensome leases and sub-leases:

     Property Location     Currently Subleased to
     -----------------     ----------------------
     Atlanta, Georgia      Ellis Dawns Properties
     Ann Arbor, Michigan   Gene Codes Corporation
     Austin, Texas         Vieo, Inc.  

Prior to the Petition Date, the Debtors entered into agreements
with Equity Office Properties, the lessor of the Debtors' San
Francisco and Santa Monica locations, to terminate the San
Francisco lease, assign the Santa Monica lease, and vacate both
locations by October 31, 2004.  As those two leases will expire by
their own terms on October 31, 2004, the Debtors are not seeking
their rejection.

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

CONGOLEUM: Wants Plan-Filing Period Stretched to Feb. 23, 2005
Congoleum Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of New Jersey to extend their
exclusive periods during which to file a chapter 11 plan and
solicit acceptances of that plan from creditors.  Specifically,
pursuant to 11 U.S.C. Sec. 1121, the Debtors ask the Court to
stretch their exclusive period to file a chapter 11 plan through
Feb. 23, 2005, and give them until Apr. 25, 2005, to solicit
acceptances of their plan from creditors.  

Congoleum indicates that its prepackaged chapter 11 plan will be
modified.  The Company is negotiating with their creditor
constituencies and the negotiations are complex.  

The Bankruptcy Court will convene a hearing to consider
Congoleum's request on Nov. 1, 2004.

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

CROWN PARTNERS: Taps Lopez Blevins as Principal Accountant
Crown Partners, Inc., engaged Lopez, Blevins, Bork & Associates,
L.L.P., as its principal accountant following the dismissal of
Malone & Bailey, PLLC, its independent auditors.  The decision to
change accountants was recommended by the Audit Committee of the
Company's Board of Directors and approved by the Board of

                       Going Concern Doubt

Malone & Bailey's report dated May 17, 2004, on the Company's
financial statements as of Dec. 31, 2003, raised substantial doubt
about its ability to continue as a going concern due to its
recurring losses and its need to raise additional capital.

At June 30, 2004, Crown Partners' balance sheet showed a $481,706
stockholders' deficit.

DS WATERS: S&P Affirms B- Corporate Credit & Sr. Bank Loan Ratings
Standard & Poor's Ratings Services removed its 'B-' corporate
credit and senior secured bank loan ratings on DS Waters LP and
its subsidiary DS Waters Enterprises LP from CreditWatch.

At the same time, Standard & Poor's affirmed the ratings.  The
outlook is negative.  

The ratings were originally placed on CreditWatch on
March 25, 2004, following DS Waters' weaker-than-expected
performance for fiscal 2003.

Standard & Poor's estimates that the Atlanta, Georgia-based
privately owned bottled water producer and distributor had about
$397 million of total debt and about $325 million of 12% pay-in-
kind preferred stock outstanding at July 2, 2004.

"The rating affirmation reflects DS Waters' recently approved
credit facility amendment and committed future financial support
from Groupe Danone, which provided relief from existing tight bank
covenants," said Standard & Poor's credit analyst David Kang. The
amendment provides adequate financial cushion in the covenants for
the next nine quarters.  DS Waters' revolving credit facility has
also been reduced from $150 million to $100 million, and pricing
on both the revolver and term loan has increased.  Furthermore,
Danone has formally agreed to provide a maximum of $100 million of
future back-stop support under certain conditions.  If financial
statements for the quarter ending Sept. 30, 2006, are not
delivered on or before Nov. 15, 2006, Danone will pay $100 million
to repay the term loans.  If DS Waters delivers financial
statements for the quarter ending Sept. 30, 2006, with a leverage
ratio greater than 3x, Danone will be required to repay a portion
of the term loans to reduce the leverage ratio to 3x.  In return
for its contribution, Danone will receive up to $100 million PIK
preferred stock that is not redeemable or cash payable prior to
May 7, 2010.  This new support payment obligation expires
Nov. 16, 2006.

EMPIRE GLASS CO: Case Summary & 20 Largest Unsecured Creditors
Debtor: Empire Glass Companies, Inc.
        3844 East University Drive, Suite C-4
        Phoenix, Arizona 85034

Bankruptcy Case No.: 04-17740

Type of Business: The Debtor provides windshield repair and
                  replacement products and services.  See

Chapter 11 Petition Date: October 8, 2004

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Don C. Fletcher, Esq.
                  Cavanagh Law Firm
                  1850 North Central Avenue, #2400
                  Phoenix, AZ 85004
                  Tel: 602-322-4000
                  Fax: 602-322-4100

Total Assets: $500,000 to $1 Million

Total Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

  Entity                              Claim Amount
  ------                              ------------
Autostock                            [not provided]
P.O. Box 3877
Seattle, WA 98124

LOF                                  [not provided]
4370 Alum Creek Drive
Columbus, OH 43207

Mygrant Glass Company                [not provided]
3271 Arden Road
Hayward, CA 94545

Qwest                                [not provided]
P.O. Box 29013
Phoenix, AZ 85038

Enterprise Fleet Services            [not provided]
1444 W. Auto Drive
Tempe, AZ 85284

Beshears Wallwork Bellamy            [not provided]
2700 North Central Avenue, 12th Fl.
Phoenix, AZ 85004

Safelite                             [not provided]
P.O. Box 533203
Cincinnati, OH 45263

Nelson Lambson & Co.                 [not provided]
77 West University Dr.
Mesa, AZ 85201

GTS Services, LLC                    [not provided]
P.O. Box 676375
Dallas, TX 75267

Firebird Fuel Co.                    [not provided]
P.O. Box 52400
Phoenix, AZ 85072

ADCO Products, Inc.                  [not provided]
P.O. Box 930855
Atlanta, GA 31183

Unishippers                          [not provided]
P.O. Box 95414
New Orleans, LA 70195

Nextel Communications                [not provided]
P.O. Box 17990
Denver, CO 80217

GraphicPac, Inc.                     [not provided]
2399 North 16th St.
Phoenix, AZ 85016

AT&T Wireless                        [not provided]
P.O. Box 78110
Phoenix, AZ 85062

Airborne                             [not provided]
P.O. Box 91001
Seattle, WA 98111

Advanced Telemanagement Group, Inc.  [not provided]
8912 Pinnacle Peak Road, Ste. 423
Scottsdale, AZ 85255

American Express                     [not provided]
Box 0001
Los Angeles, CA 90096

Dex Media West LLC                   [not provided]
334 Denver, CO 80271

Somner & Maca Industries, Inc.       [not provided]
5501 West Ogden Ave.
Cicero, IL 60804

ENRON: Wants Court Nod on U.S. Asset Sellers' Proceeds Allocation
In April 2002, Enron Corp. and certain of the other Debtors'
predecessors-in-interest sought and obtained the Court's approval
of the sale of substantially all of the U.S. and European
manufacturing assets relating to the Enron Wind Business.  After
a competitive auction process, the Debtor Sellers and General
Electric Company, acting through GE Power Systems Business,
entered into an Amended and Restated Purchase and Sale Agreement
dated April 10, 2002.

Martin A. Sosland, Esq., at Weil Gotshal & Manges LLP, in New
York, relates that the proceeds received by the Debtor Sellers in
respect of the Transferred Assets were to be allocated among the
Debtor Sellers and their Chapter 11 estates upon further Court

                    The Initial Allocation Order

On May 6, 2002, the Court approved the Debtors' proposed
allocation of the Purchase Price.  Pursuant to the Initial
Allocation Order, $121.1 million of the Purchase Price was
allocated to the U.S. Asset Sellers and $203.9 million was
allocated to the European Asset Sellers.  Any post-closing
Purchase Price Adjustment was to be allocated to entities that
transferred the assets to which that post-closing Purchase Price
Adjustment was attributable, consistent with the terms of the
Purchase Agreement.

                      The District Court Order

On March 31, 2003, the Initial Allocation Order was subsequently
reversed by an order of the United States District Court for the
Southern District of New York.  The Debtors appealed the District
Court Order to the Second Circuit Court of Appeals.

                    The Agreed Allocation Order

On May 2, 2003, the Debtors and ZWHC, LLC, asked the Court to
approve a settlement agreement regarding post-closing Adjustment
with General Electric Company pursuant to Section 363 of the
Bankruptcy Code and Rule 9019 of the Federal Rules of Bankruptcy

On June 23, 2003, the Court entered an agreed order authorizing
and approving a settlement by and among Enron Corp., Enron Wind
LLC, and certain Enron Wind LLC subsidiaries, on the one hand,
and General Electric Company, on the other hand, regarding post-
closing Adjustment.

The Agreed Allocation Order provides that:

    * $25 million of the proceeds paid by GE pursuant to the
      Purchase Agreement and received by Enron Wind would be
      segregated for the benefit of third party creditors with
      claims against the U.S. Asset Sellers;

    * $120,760,307 of the Purchase Price was allocated to the
      European Asset Sellers;

    * $89,633,492 of the Purchase Price was allocated to the U.S.
      Asset Sellers; and

    * the Debtors will withdraw their appeal of the District Court

                     Proposed Allocation of the
                    U.S. Asset Sellers' Proceeds

The Debtors propose to further allocate the proceeds received by
the U.S. Asset Sellers under the Agreed Allocation Order among
the U.S. Asset Sellers' chapter 11 estates in this manner:

    Debtor                                           Allocation
    ------                                          ------------
    Enron Wind Energy Systems                        $74,900,000
    Enron Wind Systems                                 5,900,000
    Enron Wind Constructors                            5,600,000
    Enron Wind Development                             3,000,000
    Enron Wind Maintenance                               200,000
    Total                                            $89,600,000

The proposed allocation is consistent with the asset allocation
set forth in the Debtors' Disclosure Statement for the Fifth
Amended Joint Plan, Mr. Sosland notes.

The Debtors believe that the Proposed Allocation is consistent
with agreements reached with creditors holding the majority of
the remaining non-affiliate claims against the U.S. Asset
Sellers.  Thus, the Debtors ask Judge Gonzalez to approve the
proposed allocation.

Headquartered in Houston, Texas, Enron Corporation is in the midst
of restructuring various businesses for distribution as ongoing
companies to its creditors and liquidating its remaining
operations.  Before the company agreed to be acquired, controversy
over accounting procedures had caused Enron's stock price and
credit rating to drop sharply.  The Company filed for chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No. 01-
16033).  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts. (Enron Bankruptcy News, Issue No. 127;
Bankruptcy Creditors' Service, Inc., 15/945-7000)

ENRON: Selling Colima Property to Dynamica for $500,000
In May 2000, Enron Equipment Installation Company and Enron
Equipment Procurement Company obtained mortgages secured by a 51-
acre parcel of undeveloped property known as Fraccion "C" de la
Ex-Hacienda de Santiago, Peninsula de Santiago, Manzanillo in
Colima, Mexico.

Pursuant to an Agreement of Acknowledgement of Debt and Promise
to Establish a Trust dated August 3, 2000, Grupo Tribasa, S.A. de
C.V., acknowledged and agreed that it owed and would pay EEIC and
EEPC $4,750,000 plus interest.  In accordance with the
Acknowledgment Agreement, Tribasa's wholly owned subsidiary,
Grupo Turistico de Colima, S.A. de C.V., transferred the Colima
Property to GE Capital Bank, Sociedad Anonima Institucion de
Banca Multiple, in its capacity as trustee for the benefit of
EEIC and EEPC, pursuant to an irrevocable trust agreement.  The
Beneficiaries are authorized to sell the Colima Property and to
use the proceeds from the sale to pay the Debt.

                       The Marketing Efforts

Martin A. Sosland, Esq., at Weil Gotshal & Manges LLP, in New
York, relates that the Colima Property was appraised in 2001 at
$2.7 million and was listed for sale with Cushman & Wakefield de
Mexico.  Cushman actively marketed the Property but there were no
indications of interest at or near the appraised value of the
Property.  Since the initial marketing effort, a major earthquake
struck the Manzanillo region in 2003, which resulted in loss of
life.  The earthquake depressed the tourism market in the region
and drove down real estate prices.

The Colima Property was appraised for a second time in February
2003, for between $1,350,000 and $2,160,000.  EEIC, EEPC and
Cushman continued to market the Property.  In March 2004, EEIC
and EEPC was offered $340,000 for the Property.  In addition to
the purchase price, the prospective purchaser agreed to pay about
$200,000 in accrued taxes and assume the responsibility of
removing squatters from the Property.

Using this offer, EEIC, EEPC and Cushman continued to market the
Property and on May 12, 2004, received an offer for $500,000 from
Dynamica Desarrollos Sustentables, S.A. De C.V.  According to Mr.
Sosland, Dynamica submitted the highest and best offer for the

                       The Purchase Agreement

On September 15, 2004, EEIC, EEPC and Dynamica executed a
Purchase Agreement.  Pursuant to the Purchase Agreement, the
Beneficiaries will direct GE Capital to sell and convey all
rights and interests in the Colima Property to Dynamica.

The salient terms of the Purchase Agreement are:

A. Purchase Price

    The purchase price for the Property will be $500,000 plus the
    amount of the Mexican real estate taxes or "impuestos
    prediales" in arrears or due on the Property.  Dynamica
    previously placed into escrow a $100,000 earnest money

B. As-Is Purchase

    The Property is being sold in an "as is" condition and "with
    all faults" as of the effective date of the Purchase

C. Costs

    EEIC and EEPC will bear these costs:

       -- fees and expenses of their counsel and any outstanding
          costs, taxes or expenses related to the transfer of the
          Property from Grupo Turistico to GE Capital;

       -- brokerage fees and commissions due to Cushman;

       -- trust fees accrued with or owed to GE Capital; and

       -- any fees related to the release of the mortgages on the

By this motion, EEPC asks the Court for authority to sell the
Colima Property, free of liens, claims and encumbrances, to
Dynamica pursuant to the terms of the Purchase Agreement.

Given the prior marketing of the Colima Property, the Sale must
be approved as a private sale, Mr. Sosland points out.

EEPC believes that selling its interests in the Property will
result in maximizing the value for its estate and will result in
a greater return to creditors than if the Property were not sold.

The Purchase Agreement was negotiated at arm's length after and
through the marketing process and the Purchase Price represents
the fair market value for EEPC's and EEIC's interests in the

Headquartered in Houston, Texas, Enron Corporation is in the midst
of restructuring various businesses for distribution as ongoing
companies to its creditors and liquidating its remaining
operations.  Before the company agreed to be acquired, controversy
over accounting procedures had caused Enron's stock price and
credit rating to drop sharply.  The Company filed for chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No. 01-
16033).  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts. (Enron Bankruptcy News, Issue No. 127;
Bankruptcy Creditors' Service, Inc., 15/945-7000)

EVERGREEN: Pioneer Wants to Buy Sr. Sub. Notes for 101%
Pioneer Natural Resources Company (NYSE:PXD) commenced a change of
control offer to purchase any or all of the 5.875% Senior
Subordinated Notes due 2012, originally issued by Evergreen
Resources, Inc., a Colorado corporation, pursuant to the Indenture
dated March 10, 2004, by and between Pioneer, as successor to
Evergreen, and Wachovia Bank, National Association, as trustee.

The Change of Control Offer expires at 5:00 p.m., New York City
time, on Wednesday, Nov. 10, 2004, unless extended by Pioneer at
its sole discretion.

As reported in the Troubled Company Reporter on Sept. 30, 2004,
Pioneer Natural Resources Company and Evergreen Resources, Inc.,
completed their $2.1 billion merger in which Evergreen has become
a subsidiary of Pioneer and Evergreen stockholders will receive
new shares of Pioneer common stock and cash.  The transaction was
completed after both Pioneer and Evergreen obtained the required
stockholder approvals for the transaction at special meetings held
on Sept. 30.  Pioneer will continue to be headquartered in Dallas
and will retain Evergreen's Denver offices as its base of
operations in the Rockies.

As a result of that merger, a Change of Control of Evergreen has
occurred.  Also, as a result of subsequent mergers involving
Pioneer and certain of its subsidiaries, Pioneer became the
successor to Evergreen as the sole obligor under the Indenture and
the Notes.  The Notes are now general unsecured obligations of
Pioneer that are subordinated to its existing and future senior

Pursuant to the Indenture, when a Change of Control occurs, each
holder of the Notes has the right to require Pioneer as successor
to Evergreen to repurchase any or all of that holder's Notes.  In
accordance with the Indenture, Pioneer is offering to purchase any
or all Notes (in principal amounts of $1,000 or an integral
multiple thereof) at a purchase price in cash equal to 101% of the
principal amount of the Notes to be purchased, plus accrued and
unpaid interest up to, but not including, the date of purchase.

In addition to the Change of Control Offer, Pioneer is soliciting
consents to amendments to the Indenture.  The proposed amendments

   -- eliminate the subordination of the right of payment on the
      Notes to the payment in full of all existing and future
      senior indebtedness of Pioneer;

   -- amend restrictive covenants applicable to the Notes so that
      they are the same as the restrictive covenants in Pioneer's
      senior notes that were originally issued as high-yield
      notes; and

   -- amend the provisions of the Notes that suspend the
      restrictive covenants when the Notes have certain investment
      grade ratings so that those provisions are the same as the
      suspension and permanent-elimination provisions in Pioneer's
      senior notes that were originally issued as high-yield

Approval of the Proposed Amendments will require the consent of a
majority in outstanding principal amount of the Notes.  The
Consent Solicitation expires at 5:00 p.m., New York City time, on
Friday, October 29, 2004, unless extended by Pioneer at its sole

Pioneer believes that the holders of the Notes will benefit from
the elimination of the subordination provisions provided in the
proposed amendments, if they are approved.  Elimination of the
subordination provisions of the Notes will result in the Notes'
ranking equally in right of payment with Pioneer's existing and
future unsecured senior debt as well as ranking senior in right of
payment to all future subordinated debt of Pioneer.  The Notes
currently do not have an investment grade rating primarily because
they are subordinated to Pioneer's senior debt.  

At October 1, 2004, Pioneer's publicly traded senior notes were
rated Baa3 by Moody's Investors Services, Inc. and BBB- by
Standard & Poor's Ratings Group, Inc., both of which are
considered investment grade ratings.  If the subordination
provisions of the Notes are eliminated, the Notes are expected to
receive the same ratings that Pioneer's publicly traded senior
notes have at that time.  If those ratings continue to be
investment grade at that time, it is expected that the Notes would
experience an increase in trading price.

The ratings and trading prices of the Notes will depend on many
factors, including our financial condition and results of
operations and general market and economic conditions.  No
assurance can be given that the Notes will receive investment
grade ratings if the proposed amendments are adopted or that the
market price of the Notes will increase.

The Change of Control Offer and Consent Solicitation are not
dependent on each other.  Holders of the Notes may tender their
Notes in the Change of Control Offer without also delivering their
consent in the Consent Solicitation, or holders may deliver their
consent in the Consent Solicitation without tendering their Notes
in the Change of Control Offer, or they may both tender the Notes
and deliver consent, or take neither action.

The terms of the Change of Control Offer and Consent Solicitation
are described in the Notice of Change of Control, Offer to
Purchase, and Consent Solicitation Statement of Pioneer, dated as
of October 12, 2004.  Wachovia Bank, National Association is the
exchange agent for the Change of Control Offer and tabulation
agent for the Consent Solicitation. D.F. King & Co., Inc. is the
information agent for the Change of Control Offer and Consent
Solicitation.  Credit Suisse First Boston LLC is Pioneer's
financial advisor for the Consent Solicitation.

Requests for copies of the Notice and questions regarding the
Change of Control Offer and Consent Solicitation may be directed

         Wachovia Bank, National Association
         (704) 590-7413

             -- or --

         D.F. King & Co., Inc.
         (212) 269-5550

             -- or --

         Pioneer Natural Resources Company
         (972) 444-9001.

Holders of the Notes may also contact Credit Suisse First Boston
LLC at (800) 820-1653 (US toll-free) with questions regarding the
Consent Solicitation.

This announcement is not an offer to purchase or a solicitation of
consent with respect to any securities.  The Change of Control
Offer and Consent Solicitation will be made solely by the Notice.

If the Consent Solicitation would constitute the offer of a new
security, Pioneer is making the Consent Solicitation in reliance
on the exemption from the registration requirements of the
Securities Act of 1933 afforded by Section 3(a)(9) thereof.

Pioneer is a large independent oil and gas exploration and
production company with operations in the United States,
Argentina, Canada, Equatorial Guinea, Gabon, South Africa and
Tunisia.  Pioneer's headquarters are in Dallas, Texas. For more
information, visit Pioneer's website at

                            *   *   *  

Evergreen Resources (S&P, $200M Sr. Sub. Notes, BB+) is an
independent energy company engaged in the exploration,
development, production, operation and acquisition of
unconventional natural gas properties.  Evergreen is one of the
leading developers of coal bed methane -- CBM -- reserves in the
United States.  Evergreen's current operations are principally
focused on developing and expanding its coal bed methane project
located in the Raton Basin in southern Colorado.  Evergreen has
initiated a CBM project in Alaska and is also in the process of
acquiring unconventional natural gas prospects in the Forest City
Basin of eastern Kansas, the Piceance Basin of western Colorado,
the Uintah Basin of eastern Utah, and Canada.

EXIDE TECH: Taps J. Timothy Gargaro as New Chief Financial Officer
Exide Technologies (NASDAQ: XIDE), a global leader in stored
electrical-energy solutions, announced the appointment of J.
Timothy Gargaro as Executive Vice President and Chief Financial
Officer. Ian Harvie, who has served as Interim CFO, will resume
his duties as Vice President and Controller.

Mr. Gargaro comes to Exide with more than 20 years of financial
leadership experience with Tier 1 suppliers to the automotive
industry. Prior to joining Exide, Mr. Gargaro was Chief Financial
Officer and Executive Vice President at Oxford Automotive Inc.
Earlier, he was Chief Financial Officer and Senior Vice President
at Delco Remy International Inc. Mr. Gargaro's experience also
includes a series of increasingly more senior positions with Lear
Corporation (NYSE: LEA), including Vice President Finance -
Europe, Vice President Finance - Daimler Chrysler Division and
Vice President Finance - Ford Division.

"I am very excited to welcome Tim to the new Exide," said Craig H.
Muhlhauser, President and CEO of Exide Technologies. "His vast
experience with leading automotive suppliers will be invaluable in
helping us to develop closer relationships with our customers so
that we can position both them and Exide for even greater success.
Just as important, Tim's experience leading financial and
organizational restructurings, plus his knowledge of Six Sigma and
other process methodologies, will help us to accelerate our drive
to become a more efficient and cost-effective organization.

"The new Exide is committed to regaining our position as the
undisputed industry leader, and Tim will play a crucial role in
helping the Company to attain that goal," Mr. Muhlhauser said.

Mr. Gargaro said, "I am tremendously excited to join the new Exide
and build on the company's successes to date. Exide has excellent
market positions around the globe and a strong foundation for
future growth. I look forward to working with Craig during his
transition, the Company's leadership team and the Board of

Mr. Gargaro holds a bachelor's degree in accounting and economics
from the University of Detroit and an executive MBA from Michigan
State University. He is a Certified Public Accountant in Michigan.

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

FEDERAL-MOGUL: Wants to Enter Into a $1.4 Billion Exit Facility
Michael P. Migliore, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub, PC, in Wilmington, Delaware, relates that in April
2004, the financial advisors to the proponents of the
reorganization plan for Federal-Mogul Global, Inc., and its
affiliates began a marketing and solicitation program to identify
lenders interested in funding the exit financing facility
contemplated by the Plan.  The financial advisors contacted 15
potential lending sources, including Citicorp USA, Inc.

Citicorp, together with a syndicate of other lenders, signified
interest to fund not only the Debtors' exit financing, but also to
provide a replacement DIP facility in the interim on terms more
favorable to the Debtors than the Existing DIP Facility.  
Citicorp's proposals offered the Debtors a unique opportunity to
address their ongoing financial needs comprehensively and in a
manner that would facilitate the Debtors' transition out of
Chapter 11.

As a result, the Debtors and Citicorp entered into a commitment
letter on October 1, 2004, whereby Citicorp, acting as
administrative agent for a syndicate of lenders, agreed to provide
exit financing.  Citigroup Global Markets, Inc., will act as sole
lead arranger and sole bookrunning manager for the Exit Facility.

The Debtors seek the Court's authority to enter into the Exit
Financing with Citicorp.  The Debtors seek permission to execute a
commitment letter and fee letter with Citicorp.

The salient terms of the proposed Exit Financing are:

Borrower:       Reorganized Federal-Mogul Corporation

Guarantor:      All of Reorganized Federal-Mogul Corporation's
                direct and indirect domestic subsidiaries plus
                any of its direct or indirect parent.

Amount & Type
of Facility:    $1.433 billion in the aggregate, divided into:

                -- a $500 million senior secured asset-based
                   revolving credit facility with letter of
                   credit and swingline sublimits to be agreed
                   upon; and

                -- a $933 million senior secured term credit
                   facility, to include a $105 million synthetic
                   letter of credit facility.

Maturity:       * Revolving Credit Facility:  Five years from the
                  closing date of the Replacement Financing.

                * Term Loan Facility:  Seven years from the
                  closing date on the Exit Financing.  Unless the
                  Tranche A Term Loans are refinanced at least
                  six months prior to their final maturity date
                  and the terms of the debt financing like
                  Tranche A Term Loans require no principal
                  payment thereof prior to at least six months
                  after the final maturity date of the Exit Term
                  Facility, the final maturity date of the Exit
                  Term Facility will be reduced to six years from
                  the Exit Closing Date.  

                  The Tranche A Term Loans, one of the
                  considerations necessary to consummate the Plan
                  accounts for $1.3 billion in aggregate
                  principal amount, to be provided by certain
                  prepetition creditors of the Company.

Purpose of
Facilities:       (1) To refinance the DIP Facility;

                  (2) To make certain cash payments or otherwise
                      satisfy the allowed claims, in each case
                      pursuant to the Plan;

                  (3) To pay transaction costs and expenses
                      associated with the Reorganization; and

                  (4) To provide working capital and for other
                      general corporate purposes.

Availability:   * Exit Revolver Facility: Subject to a borrowing
                  base, to consist of:

                     (i) 85% of eligible accounts receivable; and

                    (ii) eligible inventory subject to various
                         advance rates as have been previously
                         provided by the Agent to the Company.  
                         Eligible criteria for each component of
                         the borrowing base will be as agreed.  
                         In addition, the borrowing base will be
                         subject from time to time to various
                         reserves to be agreed on.  The borrowing
                         base and assets comprising it will be
                         subject to reporting and other
                         provisions set forth in the Existing DIP

                * Exit Term Facility:  In a single draw on the
                  Exit Closing Date.

U.K. Debtors:   In the event that the U.K. Debtors are not part
                of the Reorganization pursuant to the Plan, the
                Exit Facility will continue to be available to
                the Company.  In that event, the Exit Documents

                (a) permit the Borrower or any of its
                    subsidiaries to acquire all or a portion of
                    the stock or assets of any U.K. Debtor in a
                    controlled realization, provided that
                    availability under the Exit Revolver
                    Facility, after giving effect to the
                    consummation of the acquisition and the
                    effectiveness of any bridge financing
                    arranged for purposes of consummating the
                    acquisition and the effectiveness of any
                    bridge financing arranged for purposes of
                    consummating the acquisition, will be at
                    least $250 million;

                (b) provide for mandatory prepayment of the Exit
                    Term Facility with the proceeds received by
                    the Company or any of its domestic
                    subsidiaries from any sale or other
                    disposition of all or any portion of the U.K.
                    Debtors or their assets to a third party; and

                (c) contain limitations on loans or advances that
                    may be made to the U.K. Debtors prior to
                    their acquisition by the Borrower or any of
                    its subsidiaries or their sale or other
                    disposition to a third party.  Any U.K.
                    Bridge Financing will be subordinated in
                    right of payment to the Exit Facilities and
                    will be on terms and conditions reasonably
                    satisfactory to the Agent.

Collateral:     All obligations under the Exit Facilities will be
                secured by a perfected first priority lien on all
                or substantially all of the assets of the
                Borrower and each Guarantor, except that:

                   (i) no more than 66% of the voting equity
                       interests of any foreign subsidiary held
                       by the Borrower or any Guarantor will be
                       required to be pledged; and

                  (ii) if the Borrower or any of its subsidiaries
                       consummates the U.K. Acquisition, any U.K.
                       Bridge Financing may be secured by a first
                       priority lien on the right of the Borrower
                       or any of its subsidiaries, other than the
                       U.K. Debtors to receive the proceeds of
                       the U.K. Acquisition and on any proceeds
                       that are received.  

                The Collateral will not be subject to any other
                liens other than exceptions to be agreed on,
                which will include an exception for:

                (x) a junior lien on the Collateral securing the
                    Tranche A Term Loans;

                (y) a junior lien on the Collateral securing the
                    New PIK Notes and the Surety Notes; and

                (z) a junior lien on the Collateral securing any
                    U.K. Bridge Financing, subject in each case
                    to intercreditor arrangements to be agreed

                The Company will deliver new or updated Phase I
                environmental reports with respect to certain
                real properties to be agreed on by the Company
                and the Agent.

Arrangements:   The Lenders and the holders of the Tranche A Term
                Loans, the New PIK Notes and the Surety Notes
                will enter into an intercreditor agreement with
                terms and conditions satisfactory to the Lenders.  
                Prior to the granting of any junior lien on the
                Collateral securing the U.K. Bridge Financing,
                the Lenders will also enter into an intercreditor
                agreement with the holders of any U.K. Bridge

                The Lenders participating in the Exit Revolver
                Facility and in the Exit Term Facility will agree
                that, between themselves, the application of the
                proceeds from any sale on foreclosure of the
                Collateral, including any sale of the Collateral
                on a liquidation of the relevant debtor or while
                the relevant debtor is subject to a Chapter 11
                proceeding, that consists of:

                (a) fixed assets will be applied first, to the
                    repayment of the obligations under the Exit
                    Term Facility, until all the obligations have
                    been repaid in full or cash collateralized to
                    the satisfaction of the holders, and
                    thereafter, to the repayment of the
                    obligations under the Exit Revolver Facility,
                    until all the obligations have been repaid in
                    full or cash collateralized to the
                    satisfaction of the holders; and

                (b) any assets other than fixed assets will be
                    applied first, to the repayment of the
                    obligations under the Exit Revolver Facility,
                    until all the obligations have been repaid in
                    full or cash collateralized to the
                    satisfaction of the holders, and thereafter,
                    to the repayment of the obligations under the
                    Exit Term Facility, until all the obligations
                    have been repaid in full or cash
                    collateralized to the satisfaction of the

Exit Closing
Date:           The date of the initial funding of the Exit

Interest Rates
& Commitment
Fees:           * Revolving Credit Facility:  LIBOR plus 2.25%,
                  or Base Rate plus 1.25%, plus a commitment fee
                  of 0.50% per annum on unused amounts.  After a
                  period of time to be agreed upon, the interest
                  rate margins and the commitment fee will be
                  determined on the basis of a pricing grid.  In
                  addition, a letter of credit participation fee
                  at a rate equal to the interest rate margin
                  applicable to LIBOR Loans, a letter of credit
                  fronting fee of 0.125% per annum on the face
                  amount of each letter of credit processing

                * Exit Term Facility:

                  (a) (1) LIBOR plus 2.25%, if the Exit Facility
                          is rated BB- or higher by Standard &
                          Poor's Rating Group and Ba3 or higher
                          by Moody's Investor Services, Inc.;

                      (2) LIBOR plus 2.50% if the Exit Facility
                          is rated:

                          (x) BB- or higher by S&P and B1 or
                              higher by Moody's; or

                          (y) B+ or higher by S&P and Ba3 or
                              higher by Moody's, and

                      (3) otherwise, LIBOR plus 2.75%; or

                  (b) the Base Rate plus in each case a margin 1%
                      lower than the applicable LIBOR margin.

                  In addition, a letter of credit fronting fee of
                  0.125% per annum on the face amount of each
                  letter of credit and letter of credit
                  processing fees to be agreed upon.

Amortization:   * Exit Revolver Facility: None

                * Exit Term Facility:  Annual amortization of 1%
                  of the amount of Exit Term Facility on the Exit
                  Closing Date, payable in four equal quarterly
                  installments, with the balance payable at final

Prepayments:    * Exit Revolver Facility:  None

                * The Exit Term Facility:  Will be prepaid with:

                  (a) 100% of the proceeds from the sale or other
                      disposition of assets by the Borrower and
                      its subsidiaries;

                  (b) 100% of the proceeds from issuances of
                      debt, other than:

                      (A) subordinated debt:

                          (x) maturing at least six months after
                              the final maturity date of the Exit
                              Term Facility;

                          (y) having a weighted average life that
                              is longer than the weighted average
                              life of the debt that the
                              subordinated debt has refinanced;

                          (z) not requiring any principal
                              payments thereof to six months
                              after the final maturity date of
                              the Exit Term Facility; and

                       (B) the U.K. Bridge Financing;

                   (c) 100% of adjusted excess cash flow with
                       stepdowns in the percentage based on
                       target leverage to be agreed on; and

                   (d) 66 and 2/3% of the adjusted EBITDA
                       variance with stepdowns in the percentage
                       based on target leverage to be agreed on.  
                       It is understood that 33% and 1/3% of the
                       adjusted positive EBITDA variance will be
                       retained by the Company.

Covenants:      A. Consolidated Senior Leverage Ratio will not be
                   greater than 3.90 to 1.00

                B. Consolidated Debt Service Coverage Ratio will
                   not be less than 1.10 to 1.00.

                C. The Debtors covenant with the Lenders that
                   Consolidated EBITDA will be no less than:

                   -- $590,000,000 for each period of four
                      consecutive fiscal quarters ending Dec. 31,
                      2004, March 31, 2005, June 30, 2005,
                      September 30, 2005, and December 31, 2005;

                   -- for the period of four consecutive fiscal
                      quarters ending:

                                                 Minimum EBITDA
                      March 31, 2006              $603,750,000
                      June 30, 2006               $617,500,000
                      September 30, 2006          $631,250,000
                      December 31, 2006           $645,000,000
                      March 31, 2007              $658,750,000
                      June 30, 2007               $672,500,000
                      September 30, 2007          $686,250,000
                      December 31, 2007           $700,000,000
                      March 31, 2008              $706,250,000
                      June 30, 2008               $712,500,000
                      September 30, 2008          $718,750,000

                   -- $725,000,000 for each period of four
                      consecutive fiscal quarters ending Dec. 31,
                      2008, and the last day of each fiscal
                      quarter thereafter.

                D. The Debtors further covenant to limit Capital
                   Expenditures to:

                                               Maximum CapEx
                   For fiscal year 2005        $326,700,000

                   For fiscal year 2006        $328,800,000

                   For fiscal year 2007        $321,000,000
                   and each fiscal year

                   The unused portion of the amount of capital
                   expenditures permitted to be made in each
                   fiscal year may be carried forward to and made
                   during the immediately following fiscal year.

Termination:    The Lenders' Exit Financing commitment is good
                until December 31, 2004.  If the Exit Facility is
                approved by the Court on or before December 31,
                the Exit Commitment will terminate on the
                earliest of:

                (a) the date the definitive documentation
                    evidencing the Exit Facility becomes

                (b) the consummation of any Chapter 11 plan of
                    reorganization other than the Plan;

                (c) the completion of the Reorganization without
                    the funding of the Exit Facility;

                (d) the dismissal or conversion to proceedings
                    under Chapter 7 of the Bankruptcy Code of any
                    of the Cases or the appointment in any of the
                    Cases of a Trustee or Examiner;

                (e) April 30, 2005, 5:00 p.m., New York City

                (f) the date on which the DIP Commitment is
                    terminated, other than as a result of the
                    execution of the DIP Documents; and

                (g) the date on which any of the conditions to
                    the Exit Commitment and in the Exit Term
                    Sheet will become incapable of being
                    satisfied prior to the otherwise applicable
                    expiration of the Exit Commitment.

                    If the Approval Order will at any time cease
                    to be in full force and effect or will be
                    reversed, modified or stayed, in each case
                    after December 31, 2004, Citicorp may, in its
                    sole discretion,  terminate the Exit
                    Commitment, without further obligation.  
                    Citigroup Global's undertakings with respect
                    to the Exit Facility will terminate
                    concurrently with any termination of the Exit

Fees:           The Debtors will pay:

                * Upfront Fees:

                  (a) For the account of Citicorp Global, an
                      upfront fee equal to the greater of           
                      (i) $_____[redacted] and (ii) the total
                      amount of the Exit Term Facility multiplied
                      by a fraction, the numerator of which is
                      $_____[redacted] and the denominator of
                      which $_____[redacted], payable in full on
                      the Exit Closing Date.

                  (b) For the account of Citicorp Global, an
                      upfront fee equal to the greater of
                      (i) $_____[redacted] and (ii) the total
                      amount of the Exit Revolver Facility
                      multiplied by a fraction, numerator of
                      which is $_____[redacted] and the
                      denominator of which is $_____[redacted],
                      payable in full on the Exit Closing Date.

                      The upfront fee will be reduced dollar-for-
                      dollar by the amount of the upfront fee
                      with respect to the DIP Facility actually

                * Commitment Fees: For the account of Citicorp, a
                  commitment fee at the rate of [redacted]% per
                  annum on the aggregate amount of the Exit Term
                  Facility, whether or not the Exit Term Facility
                  is funded.  The commitment fee will be payable
                  in full on the Exit Closing Date.

                * Administrative & Collateral Monitoring Fees:
                  For the account of Citicorp, an administrative
                  fee of $_____[redacted] per annum, and a
                  collateral agent under the Exit Facility, a
                  collateral monitoring fee of $_____[redacted]
                  per annum, payable quarterly in advance,
                  computed from the Exit Closing Date to the date
                  of termination of the commitments under the
                  Exit Facility and the repayment in full of all
                  amounts outstanding.  The initial quarterly
                  payment of each fee will be reduced dollar-for-

Conditions to
Closing:        (1) Entry of a final non-appealable order
                    confirming the Plan that contains a final,
                    non-appealable channeling injunction
                    satisfying the requirements of Section 524(g)
                    of the Bankruptcy Code;

                (2) The effectiveness of the Plan and
                    reorganization of the Debtors pursuant to
                    the terms of the Plan; and

                (3) The terms and conditions of the restructuring
                    of those portions of Federal-Mogul
                    Corporation's prepetition bank debt that are
                    not being satisfied out of the proceeds of
                    the Exit Financing.

Citigroup is represented by Davis Polk & Wardwell.  The Debtors
will reimburse Citigroup for reasonable fees and expenses of Davis

The Debtors will pay a separate fee to Jefferies & Company, Inc.,
the financial advisors to the Official Committee of Unsecured
Creditors, for acting as syndication advisor with respect to the
proposed Exit Financing.

The Court will convene a hearing on October 22, 2004, to consider
approval of the Debtors' request.

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

The Company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan, Esq., James
F. Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown
& Wood and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, they listed $10.15 billion in assets and
$8.86 billion in liabilities. (Federal-Mogul Bankruptcy News,
Issue No. 65; Bankruptcy Creditors' Service, Inc., 215/945-7000)

FIRSTPLUS FINANCIAL: Creditor Trust's Report Dated Sept. 30, 2004
The Trustee for the FPFI Creditor Trust, created for the benefit
of certain creditors of FirstPlus Financial, Inc., pursuant to the
Third Amended Plan of Reorganization confirmed by the U.S.
Bankruptcy Court for the Northern District of Texas on April 25,
2000, delivered his report, dated September 30, 2004, to Trust
Beneficiaries last week:

                        FPFI Creditor Trust
                   Report to Beneficial Holders

                         September 30, 2004

     Over the past four years, the Trust has had to work through a
number of difficult issues in order to allow the Trust to make
cash distributions to beneficiaries this fiscal year.  What
follows is a brief summary of what has transpired in connection
with administration of the Trust for fiscal year 2004.

     FirstPlus Bank -- As previously reported, the bank began
liquidation on October 30, 2001, and completed liquidation on
December 15, 2003.  Although the bank had approximately
$22 million in assets, various parties asserted claims against the
bank in excess $100 million.  These claims had to be resolved
before the bank could be dissolved.  After intense negotiation
with all the parties, a settlement was reached that allowed for
the final dissolution of the bank. This settlement allowed for the
Trust to receive $6.4 million on account of the equity interest
conveyed to the Trust by Group under the plan of reorganization.  
Pursuant to the terms of the court-approved settlement, the Trust
was required to hold $1 million in a reserve account to pay
certain document storage and retention expenses and was allowed to
distribute $5.4 million, which occurred in April, 2004.

     US Bank ND Indemnification Claim -- Under the Plan of
Reorganization, US Bank was entitled to an Indemnification Claim
in an unliquidated amount.  During the negotiations to settle the
liquidation of the FirstPlus Bank, the Trustee was able to reach a
settlement with US Bank to fix the size of this Indemnification
Claim in the amount of $10 million. The Trust paid that amount in
April, 2004, and as a result, the Indemnification Claim is no
longer an impediment to future distributions of payments from the
Cash Flow Note to the Trust's beneficiaries.

     Class Action Lawsuits Against the Securitizations -- As
previously reported, beginning in May, 2000, various class action
lawsuits were filed in a number of states seeking damages from the
securitization trusts that were to provide the cash flow to fund
payments to the Trust for repayment of the secured and unsecured
claims under the Plan. Over the past four years more that 80 class
action lawsuits were filed in 14 states against 12 different
securitizations.  As of the date of this letter the Trust is in
settlement negotiations with Plaintiffs representing class action
lawsuits in 12 states.  The Trustee is hopeful that the settlement
agreement will be finalized in the near future.

     Distributions -- The Trust made its first distribution on
April 30, 2004, from the available proceeds of the FirstPlus Bank
liquidation discussed above.  The Trust made a second distribution
on July 30, 2004. The second distribution was from Estate Cash (as
that term is defined in the Plan) that has been held in reserve by
the Trust to assure that the Trust can pay expenses of the Trust
operation. The Trustee determined that he could reduce the level
of reserves and made the funds available for distribution. The
Trustee remains hopeful that no less than annual distributions
will be made until all residuals are collected unless the Court
does not extend the life of the Trust (see below).

     IRS Issues -- On September 29, 2004, the IRS notified the
Trust that a special ruling for a change of accounting for four of
the REMIC securitization trusts has been approved.  This ruling
was requested in the fall of 2000.  This will allow the
preservation of over $44 million in NOL's that will be used to
offset future taxes due from FirstPlus.  That will allow
additional income to be distributed to the beneficiaries of the
Trust over the next several years.

     FPFI Creditor Trust -- In November, 2004 the Trustee will be
seeking an extension of the term of the Trust to allow for the
full collection of all the residual assets that FirstPlus
Financial Inc. owns. If the extension is not granted the Trustee
will be directed to sell the remaining assets of FirstPlus and
make a final distribution prior to May 10, 2005.   The Trustee
believes that if the Trust is force to sell the remaining assets,
ultimate recoveries for creditors may be substantially reduced.

     [The] annual financial report for the FPFI Creditor Trust [is
available at no charge].

     After all the negotiations and hard fought legal battles that
have occurred over the past four years, I am very pleased to be in
a position to make distributions to the beneficiaries and I am
hopeful this will continue on at least an annual basis from here
on out.


                                      David T. Obergfell
                                      Trustee, FPFI Creditor Trust

FITNESS GALLERY: Voluntary Chapter 11 Case Summary
Debtor: Fitness Gallery, Inc.
        14647 South 50th Street, Suite 100
        Phoenix, Arizona 85044

Bankruptcy Case No.: 04-17746

Type of Business: The Debtor sells and services residential  
                  and commercial fitness equipment.  See

Chapter 11 Petition Date: October 8, 2004

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Michael Woolfenden, Esq.
                  4639 North 24th Place
                  Phoenix, AZ 85016
                  Tel: 602-508-1997
                  Fax: 602-954-0839

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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

GLACIER FUNDING: Fitch Places BB Rating on $4M 5th Priority Notes
Fitch rates these notes issued by Glacier Funding CDO II, Ltd. and
Glacier Funding CDO II, Inc.:

   -- $325 million class A-1 first priority senior secured
      floating-rate notes 'AAA';

   -- $70 million class A-2 second priority senior secured
      floating-rate notes 'AAA';

   -- $65.8 million class B third priority senior secured
      floating-rate notes 'AA';

   -- $20.3 million class C fourth priority Mezzanine secured
      floating-rate notes 'BBB';

   -- $4 million class D fifth priority Mezzanine secured
      floating-rate notes 'BB'.

The ratings on the class A-1, A-2, and B notes address the full
and timely payment of interest, as well as the stated balance of
principal by the legal final maturity date, as per the governing

The rating on the class C and D notes address the ultimate and
compensating interest payments, as well as the stated balance of
principal by the legal final maturity date, as per the governing

The ratings are based upon:

   (1) the capital structure of the transaction,

   (2) the quality of the collateral, and

   (3) the overcollateralization and interest coverage tests
       provided for within the transaction documents.

Additionally, the ratings address the experience and capabilities
of Terwin Money Management LLC as the collateral manager.  
Terwin's experience managing CDOs includes two prior cash flow
CDOs, Glacier Funding CDO I and Cascade Funding CDO I, which
closed in March 2004 and July 2004, respectively.

The proceeds of the notes will be used to purchase a diversified
investment portfolio expected to be approximately:

   * 59% in subprime residential mortgage-backed securities --

   * 24% in prime RMBS, and

   * 7% in commercial mortgage-backed securities -- CMBS.

The collateral supporting the structure will have a maximum Fitch-
weighted average rating factor -- WARF -- of 4.25 ('BBB'), and
Terwin will have 120 days in which to ramp up the portfolio.  The
substitution period will end on Feb. 12, 2007.  The notes have a
stated maturity of March 2042, and quarterly payments on the notes
will begin on Feb. 14, 2004.  This transaction includes a
structural feature that will allow excess interest, exceeding an
equity cap of 11%, to be used to pay down principal on the class C
notes. Upon the breach of a coverage test as outlined in the
security agreement, the notes will start the process of paying
down principal sequentially beginning with class A-1 principal.

The collateral manager will purchase all investments for the
portfolio on behalf of the co-issuers, which are special purpose
companies incorporated under the laws of the Cayman Islands and
Delaware, respectively.  The collateral manager will manage the
portfolio in accordance with specific investment restriction as
outlined in the governing documents.  For more information n this
transaction, see the presale report 'Glacier Funding CDO II' dated
Sept. 24, 2004, available on the Fitch Ratings web site at

HOME INSURANCE: Canadian Claims Must be Filed by Tomorrow
                IN LIQUIDATION ("HOME CANADA")


Home Canada was ordered wound-up under the provisions of the
Winding-up and Restructuring Act (Canada) on June 26, 2003, and
Deloitte & Touche Inc. was appointed its liquidator (the
"Liquidator"). Home Canada's policies of insurance have been
transferred to Lombard General Insurance Company ("Lombard"). The
Liquidator hereby gives notice that the Court has fixed Friday,
October 15, 2004, as the last day to assert claims against Home

Take note that failure to give notice of a claim by October 15,
2004, may result in distributions being made without regard to
that claim.

Further take notice that a Statement of Claimants and Creditors
shall be filed in the Office of the Superintendent of Financial
Institutions pursuant to section 168(1) of the Winding-up and
Restructuring Act, R.S.C., not less than 30 days after the last
day fixed for sending in claims.

Please note that if you were a policyholder or claimant under a
Home Canada policy, you do not have to file a claim with the
Liquidator for Lombard to deal with you. However, you should file
a claim if you assert that you have a claim that may not have been
fully satisfied or recognized by Lombard's assumption of your Home
Canada policy, or otherwise wish to assert a claim against Home

For further information or for a claim form, please write to:

        Glynis Bass
        Deloitte & Touche Inc.
        Liquidator of Home Canada
        TD Centre, Suite 1900
        79 Wellington Street W
        P.O. Box 29
        Toronto, Ontario M5K 1B9
        (905) 754-0150 (facsimile) (electronic mail).

This notice is being given pursuant to an Order of the Ontario
Superior Court of Justice dated August 5, 2004.

                                 DELOITTE & TOUCHE INC.
                                 Liquidator of Home Canada

INTERSTATE BAKERIES: Employs Alvarez & Marsal as Managers
Pursuant to Section 363(b) of the Bankruptcy Code, the Interstate
Bakeries Corporation and its debtor-affiliates ask the Court for
authority to enter into an engagement agreement with Alvarez &
Marsal, LLC, providing for, among other things, the appointment of
Antonio C. Alvarez, II, as the Debtors' Chief Executive Officer,
and John K. Suckow as the Debtors' Chief Restructuring Officer.

Alvarez is a nationally recognized business turnaround and crisis  
management company that specializes in providing turnaround,  
crisis management and restructuring advisory services to public  
and private companies in financial and operational distress.  The  
firm is made up of over 250 professionals possessing experience  
in a wide range of industries.  Working closely with client  
management, the firm's professionals help develop and implement  
comprehensive turnaround programs that increase value through  
improving operations and asset performance, refocusing business  
models and restructuring debt.

The firm's typical assignments involve:

   * stabilizing operations and financial crisis,

   * analyzing operating economics and cash management and flow

   * developing detailed actions plans to lower break-even levels
     and improve operating leverage and cash flow,

   * restructuring financial obligations to match cash flow

   * redesigning business models to be more competitive, and

   * advocating the client's turnaround strategy to various

The Debtors contend that Alvarez' expertise in management,  
financing and accounting, combined with the firm's understanding  
of the complex interests of stakeholders in a bankruptcy  
proceeding, will help the Debtors develop practical solutions for  
every phase of their restructuring process and in resolving  
competing claims and interests of management, creditors and  
equity stakeholders during the Debtors' Chapter 11 cases.

Alvarez' professionals have served as advisors to both debtors  
and creditors in Chapter 11 proceedings and assisted clients to  
successfully navigate the numerous complexities of Chapter 11  
bankruptcies.  The firm's professionals are also experienced in  
analyzing and testifying regarding restructuring and related  
Chapter 11 issues.

Alvarez' reorganization services include, but are not
limited to, assisting debtors to:

   * develop, negotiate and implement reorganization plans,
   * review and implement potential operational improvements,
   * enhance profits,
   * refinance and recapitalize,
   * conduct due diligence,
   * explore and analyze exit strategies,
   * prepare disclosure statements, and
   * manage relations with all stakeholders.

In late August, the Debtors retained Alvarez to assist them to,  
among other things, evaluate potential restructuring  
alternatives.  Since then, the firm has worked closely with the  
Debtors' management and other professionals and has become well  
acquainted with the Debtors' operations, debt structure, business  
and operations and related matters.  The firm, besides developing  
knowledge of the Debtors' financial and business operations, has  
worked with the Debtors on numerous matters, including, among  

   (1) assisting the Debtors in developing short term cash flow
       forecasts and liquidity plans that are communicated to the
       Debtors' board of directors and creditors;

   (2) providing advice and assistance to the Debtors in the
       process of obtaining new financing or modifications to its
       existing arrangements, including, at the Debtors'
       direction, preparing materials, identifying potential
       lenders, contacting lenders, negotiations with potential

   (3) assisting the Debtors in developing contingency plans for
       a possible Chapter 11 filing; and

   (4) participating in board meetings as determined by the
       Debtors or their board of directors to be appropriate, and
       providing periodic status reports regarding the Debtors'
       restructuring efforts to their board of directors.

Mr. Alvarez is a Senior Managing Director and co-founder of the  
firm.  Mr. Alvarez has worked as a turnaround consultant and  
crisis manager for more than twenty years.  He has experience in  
a variety of industries, including, among others, retailing,  
apparel wholesale, manufacturing, healthcare, and oil field  
services.  Most recently, he served as strategic advisor to Levi  
Strauss & Co., a global retail and apparel company.

Mr. Alvarez previously served as:

   -- CEO of Warnaco, Inc., Wherehouse Entertainment, Inc., Phar-
      Mor, Inc., Long Manufacturing, Inc. and Coleco Industries,

   -- President and Chief Operating Officer of Republic Health

   -- Restructuring Advisor in Charter Medical Corporation and
      Resorts International, Inc.;

   -- Director on the Boards of Warnaco, Republic Health
      Corporation and Resorts International, Inc.;

   -- financial Vice President of Norton Simon, Inc., responsible
      for all planning, operations control and business
      strategies; and

   -- a partner in a public Big Eight accounting firm.

Mr. Suckow is a Managing Director of Alvarez, who has more than  
23 years of financial restructuring and business experience.  He  
has advised management teams, boards of directors, secured  
lenders, and other creditor groups in a variety of ways, ranging  
from financial advisor to interim management in several industry  
sectors, including manufacturing, distribution, healthcare,  
telecommunications, publishing, and retail.  Additionally, he has  
represented strategic and financial buyers in over 25  
acquisitions and served as an expert witness on several occasions  
in state and federal court.

Mr. Suckow's diverse restructuring experience includes American  
Pad & Paper, Ames Department Stores, Inc., ANC Rental, Beatrice  
Canada, Fleming Companies, Inc., Magellan Health Services, Inc.,  
Mercury Stainless/Washington Steel, Microcell Telecommunications,  
Peter J. Schmitt, and Singer NV.  Additionally, Mr. Suckow also  
served as an advisory partner on over 50 other restructuring  

Before joining Alvarez, Mr. Suckow was the Managing Partner of a
Big Five Restructuring practice, responsible for all facets of  
the business, including the oversight of 180 full-time  
restructuring professionals.

                       The Engagement Letter

The Debtors and Alvarez entered into an Engagement Letter, dated  
August 27, 2004, as amended and restated on September 21, 2004,  
designating Mr. Alvarez, as the Debtors' Chief Executive Officer,  
Mr. Suckow, as the Debtors' Chief Restructuring Officer, and  
other professionals of the firm to act as executive officers of  
the Debtors or their subsidiaries.

"In accordance with the Engagement Letter, Messrs. Alvarez and
Suckow, as the principal [Alvarez] professionals responsible for  
the provision of services to the Debtors, will be available on a  
full-time basis and will be focused on all aspects of the
Debtors' operational issues," Ronald B. Hutchinson, Chief  
Financial Officer of Interstate Bakeries Corporation, says.   
"Messrs. Alvarez and Suckow will act under the direction, control  
and guidance of the Debtors' Board of Directors."

The Debtors believe that Messrs. Alvarez and Suckow and the  
resources, capabilities, and experience of the firm's other  
employees is crucial to the Debtors' successful restructuring.  
Messrs. Alvarez and Suckow and the other Alvarez Employees  
fulfill a critical need that complements the services offered by  
the Debtors' other restructuring professionals.

                      Services To Be Rendered

As Restructuring Managers, Messrs. Alvarez and Suckow will:

   (a) coordinate all professionals hired by the Debtors to avoid
       duplication of services with other professionals retained
       in their Chapter 11 cases;

   (b) develop short term cash flows and liquidity plans for the

   (c) develop employee retention plans;

   (d) develop business plans, including operating and cash flow

   (e) provide testimony, as required by the court;

   (f) once the business plan is completed, working closely with
       the investment banker, develop proposed reorganization
       plans; and

   (g) perform other activities as directed by the CEO and
       approved by the Board of Directors.

                     Professional Compensation

In exchange for its services, Alvarez will receive:

   (a) a $150,000 monthly fee for the services of Mr. Alvarez;

   (b) payment of fees based on these hourly rates for Mr.
       Suckow, and other Alvarez Employees:

          Professionals              Hourly Rates
          -------------              ------------
          Managing Directors          $500 - 650
          Directors                    375 - 450
          Associates                   275 - 350
          Analysts                     200 - 250

   (c) reimbursement of all reasonable out-of-pocket expenses,
       including but not limited to travel costs, lodging, meals,
       research, telephone and facsimile, courier, overnight
       mail, and copy expenses.

All fees and expenses will be billed and payable on a monthly  
basis, or at the firm's discretion.

Alvarez will be entitled to incentive compensation on 5% of the  
value created, the definition of which will be agreed to with the  
Board of Directors within 90 days after signing the Engagement  

Under all circumstances other than a liquidation of the Debtors,  
the firm's incentive compensation will be at least $3,085,000,  
payable on the earlier of:

   -- consummation of the Debtors' reorganization plan;

   -- a sale of all or a substantial portion of the Debtors'
      assets in one or more transactions; or

   -- the Debtors' liquidation.

Messrs. Alvarez and Suckow and the firm's Employees will continue  
to draw their salaries and receive health and other personal  
benefits from the firm, thus relieving the Debtors of any payroll  


As part of the overall compensation payable to Alvarez under the  
terms of the Engagement Letter, the Debtors agree to indemnify  
Messrs. Alvarez and Suckow and the firm's Employees to the same  
extent as the most favorable indemnification the Debtors extend  
to its officers and directors.


Mr. Suckow attests that Alvarez has no connection with, and holds  
no interest adverse to, the Debtors, their creditors, or any  
other party-in-interest, or their attorneys or accountants, or  
the Office of the United States Trustee or any person employed in  
the Office of the United States Trustee, in the matters for which  
the firm is proposed to be retained except as disclosed by the  

                       Prepetition Payments

Alvarez received a $500,000 prepetition retainer.  Estimated fees  
and expenses of $440,000 were incurred through the Petition Date  
and were applied against the Retainer before the commencement of  
the Debtors' Chapter 11 cases.  The Prepetition Payments  
represent the advisory fees for the period August 27, 2004,
through the Petition Date, plus the reimbursement of out-of-
pocket expenses for the period.

Alvarez received an additional payment of about $190,000, leaving  
a remaining retainer of about $250,000, which will be credited  
against any amounts due at the termination of the Engagement  
Letter and returned after full satisfaction of all obligations  
under the Engagement Letter.

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)

INTERWAVE COMMS: Comments on Auditors' Going Concern Doubt
interWAVE(R) Communications International, Ltd. (Nasdaq: IWAV), a
pioneer in compact wireless voice communications systems,
commented about the going concern uncertainty explanatory
paragraph contained in the Company's independent auditors' report,
which was included in the Company's report on Form 10-K filed with
the Securities and Exchange Commission yesterday, and also
confirmed it is in ongoing discussions to be acquired.

Erwin F. Leichtle, president and chief executive officer of
interWAVE, commented, "We understand that our auditors'
explanatory paragraph is focused on the Company's cash needs for
this fiscal year ending June 30, 2005, based on our historical
recurring losses from operations, and makes reference to
disclosures we already have had in our annual and quarterly
filings during the last two fiscal years. The Company has
recognized for some time now the need to add funding to our
business," Mr. Leichtle expanded, "and we continue to pursue a
number of fronts to ensure that we are able to achieve this,
including ongoing discussions to be acquired. While we have
historically managed well with our limited cash balances, our
ability to continue to grow has been hampered, and those limited
cash balances can make our operating difficult should we have an
'off' quarter. We are optimistic in our ability to execute with
adequate funding."

He continued, "We were able to raise $5.3 million in the past year
from private investment. With that funding, the Company was able
to achieve an increase in revenues of 48% year-over-year, even
while increasing our gross margin to 48% from 25% and reducing our
operating expense run rate by 22%. We grew our annual revenues to
$44.5 million in fiscal 2004, up from $30.0 million in fiscal

Cal Hoagland, interWAVE's chief financial officer, stated, "As we
indicated in our Form 10-K filing, we are focused on continuing to
increase revenues, operating margins and driving down expenses."
He continued, "Achieving profitability and positive cash flow is
our near-term goal."

                         About interWAVE

interWAVE Communications International, Ltd. (Nasdaq: IWAV) is a
global provider of compact network solutions and services that
offer the most innovative, cost effective and scaleable network
architectures allowing operators to "reach the unreached."
interWAVE's solutions provide economical, distributed networks
that minimize capital expenditure while accelerating customers'
revenue generation. These solutions feature a product suite for
the rapid and simple deployment of end-to-end compact cellular
systems and broadband wireless data networks. interWAVE's highly
portable mobile, cellular networks and broadband wireless
solutions provide vital and reliable wireless communications
capabilities for customers in over 50 countries. interWAVE's U.S.
subsidiary is headquartered at 2495 Leghorn Street, Mountain View,
California, and can be contacted at or at (650) 314-2500.

JAFRA WORLDWIDE: Inks Restated Credit Pact with Lenders
Jafra Worldwide Holdings entered into a Restated Credit Agreement
as Guarantor and Parent of the Borrowers thereunder, with Jafra
Cosmetics International, Inc. and Distribuidora Comercial Jafra,
S.A. de C.V., the lenders named therein and The Bank of New York
as administrative agent and collateral agent and City National
Bank as syndication agent. The Restated Credit Agreement provides
for a revolving credit facility of up to an aggregate of
$60,000,000 at any one time outstanding, which can be increased by
the Company to $90,000,000 under certain circumstances. Borrowings
under the Restated Credit Agreement mature on August 16, 2008.

Each Borrower, the Company and certain other subsidiaries of the
Company guaranteed the obligations of the other Borrowers. The
obligations under the Restated Credit Agreement are secured by
substantially all of the assets of the Company, the Borrowers and
certain other subsidiaries of the Borrowers, including a pledge of
certain shares of capital stock of the Borrowers and their

At June 30, 2004, Jafra Worldwide's balance sheet showed a
$62,357,000 stockholders' deficit, compared to a $55,389,000
deficit at Dec. 31, 2003.

JARDEN CORP: Moody's Puts B1 Rating on Planned $1.05B Facility
Moody's Investors Service assigned a prospective (P) B1 rating to
Jarden Corporation's proposed $1.050 billion loan facility and
kept the company's existing debt ratings on review pursuant to the
company's pending acquisition.

The new facility will consist of:

   (1) an $850 million term loan, which will be used to:

       (a) fund Jarden's recently announced acquisition of
           American Household, Inc., and

       (b) to refinance existing Jarden and American Household
           debt; and

   (2) a $200 million revolving credit.

Under the terms of the acquisition, Jarden will pay $745.6 million
for American Household and assume American Household debt of
approximately $148 million.  American Household is the former
Sunbeam Corporation, whose primary operating subsidiaries are The
Coleman Company, Inc., and Sunbeam Products, Inc., which produce
the Coleman, Campingaz, Mr. Coffee, Oster, and Sunbeam branded
consumer products, among others.

Should all aspects of the transaction be completed as presently
structured, including the new loan facility, the acquisition
price, and the $350 million equity investment from Warburg Pincus
(in the form of $300 million of preferred shares and $50 million
of common shares), upon closing Moody's would expect that the
ratings will be downgraded by one notch and the current bank
facility ratings withdrawn.

These ratings are expected to be assigned:

   * $850 million senior secured term loan facility, due 2012 --

   * $200 million senior secured revolving credit facility, due
     2010 -- B1.

These ratings remain on review (since September 27, 2004):

   * Senior implied rating of Ba3;

   * $180 million 9-3/4% senior subordinated notes due 2012 of B2;

   * Senior unsecured issuer rating of B1;

   * $70 million senior secured revolving credit facility due 2007
     of Ba3;

   * $50 million senior secured term loan A due 2007 of Ba3;

   * $150 million senior secured term loan B due 2008 of Ba3;

   * $100 million add-on term loan B due 2008 of Ba3.

The proposed and expected rating actions reflect:

     (i) the risks associated with the large,

    (ii) primarily debt financed,

   (iii) acquisition in terms of integration challenges, and

    (iv) weaker credit metrics.

Note that American Household has been a highly distressed company
in the past and turning around the brands to the level where the
high acquisition multiple could be effectively managed could be a

The American Household transaction, though beneficial in expanding
Jarden's product offering, will be the issuer's most ambitious to
date as the company's combined proforma revenue will be an
annualized run rate of approximately $2.7 billion vs. Jarden's
current annualized revenues of approximately $900 million and
comes soon after the closing of the company's acquisition of
United Sates Playing Cards (in June).

The company's present products tend to have large, or even
dominant, market shares, while the products being acquired face
greater competition.

The acquisition price represents a multiple of 7.5 X American
Household's LTM 6/30/04 adjusted EBITDA of $118 million.  The 7.5
X signifies a higher multiple than Jarden's previous acquisitions
and results in a Debt to EBITDA of approximately 3.6 X at closing.  
The ultimate de-leveraging of the company to less than 2 X at
year-end 2007 is dependent on operating margin improvement, as
well as on sales growth.  While Moody's believes that American
Household's recent low EBIT margins can be improved upon, it is
noted that the pace at which this improves may be slower than
management plans given the sheer number of products involved.  
Jarden's planned cost synergies are projected to produce rapid
EBIT margin improvement back to historical levels in a 3 to 5 year

Prospective (P) B1 rating on the $1.050 billion new senior secured
bank facilities recognizes their senior and majority position, and
that these facilities will be guaranteed by domestic and foreign
subsidiaries and secured by all of the assets and properties of
the borrower and guarantors.  

However, the rating also recognizes the lack of coverage on a
tangible asset basis and the potential for enterprise value to
erode in a distress scenario.  It is understood that the credit
agreement will include covenants concerning:

      * maximum total leverage,
      * maximum senior debt leverage,
      * minimum fixed charge coverage, and
      * maximum capital expenditures

Moody's expects that these will be set at prudent, but not overly
restrictive, levels.

Headquartered in Rye, New York, Jarden Corporation is a provider
of niche, branded household consumer products.  In North America,
Jarden is the market leader in several targeted categories,
including playing cards, cordage, home canning, branded retail
plastic cutlery, kitchen matches, toothpicks, and home vacuum
packaging. Jarden also is the largest producer of zinc strip in
the US, and sole source supplier of copper plated zinc penny
blanks to both the U.S. and Canadian Mint.  The company's reported
revenues were approximately $587 million for the fiscal year ended
December 2003.

JARDEN CORPORATION: S&P Affirms B+ Corporate Credit Rating
Standard & Poor's Ratings Services removed its ratings on Jarden
Corp., including its 'B+' corporate credit rating, from
CreditWatch.  At the same time, Standard & Poor's affirmed the
ratings on the Rye, New York-based houseware manufacturer.  The
outlook is stable.

The ratings were originally placed on CreditWatch on
September 20, 2004, following the company's announcement that it
had agreed to acquire small-appliance and outdoor equipment
manufacturer American Household Inc.

At the same time, Standard & Poor's assigned its 'B+' bank loan
rating and '3' recovery rating to Jarden's proposed $1.1 billion
senior credit facility due 2009, indicating the expectation of a
meaningful (50%-80%) recovery of principal in the event of a
default.  Proceeds from this bank loan, along with $350 million of
equity contributed by Warburg Pincus, a private equity firm, will
be used to refinance existing bank debt and to acquire American
Household Inc. for about $890 million.  The ratings are based on
preliminary offering statements and are subject to review upon
final documentation.  

Pro forma for the acquisition of American Household Inc., total
debt outstanding at Jarden is expected to be about $1.0 billion.

"The acquisition of American Household Inc., Jarden's largest to
date, nearly doubles the size of the company, and management will
be challenged to integrate the operations," said Standard & Poor's
credit analyst Martin Kounitz.

JWS CBO: Fitch Upgrades Rating on $23.25M Class D Notes to 'BB-'
Fitch Ratings upgrades one class of notes issued by JWS CBO
2000-1, LTD.  These rating actions are effective immediately:

   -- $31,500,000 class C notes affirmed at 'BBB';
   -- $23,250,000 class D notes upgraded to 'BB-' from 'B+'.

JWS CBO is a collateralized bond obligation managed by Stonegate
Capital Management, L.L.C., which closed July 18, 2000.  JWS CBO
is composed of primarily corporate high yield bonds.  Included in
this review, Fitch discussed the current state of the portfolio
with the asset manager and their portfolio management strategy.  
In addition, Fitch conducted cash flow modeling utilizing various
default timing and interest rate scenarios to measure the
breakeven default rates relative to the minimum cumulative default
rates required for the rated liabilities.

The class D notes were downgraded on July 31, 2002 and
subsequently affirmed on July 9, 2003.  The collateral has
continued to improve since the last rating action.  The class A/B,
class C, and class D overcollateralization -- OC -- tests have
improved by a minimum of 100 bps while maintaining the weighted
average spread requirement as of the most recent trustee report
available dated Sept. 16, 2004.  All OC tests are currently
passing their required trigger levels.  Defaulted assets in the
portfolio have decreased since the last downgrade review from
4.15% to 2.57%.  Assets rated 'CCC+' or lower increased slightly
since the last downgrade rating action from 14.6% to 17.5% of the
portfolio.  The weighted average coupon has remained stable from
9.86% to 9.82% to the most recent trustee report and the weighted
average margin has decreased slightly from 5.75% to 5.30%.

The ratings of the class C and D notes address the ultimate
payments of interest and principal by the legal final maturity

As a result of this analysis, Fitch has determined that the
current ratings assigned to the class D notes no longer reflect
the current risk to noteholders and have subsequently improved.
The rating on the class D notes has been returned to the original

Fitch will continue to monitor and review this transaction for
future rating adjustments.  For more information on the Fitch
VECTOR Model, see 'Global Rating Criteria for Collateralised Debt
Obligations,' dated Sept. 13, 2004, available on Fitch's web site

KAISER ALUMINUM: Wants to Settle Mead Environmental Claims
Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that from 1947 until 2004, Kaiser
Aluminum & Chemical Corporation owned and operated an aluminum
smelter located in Mead, Washington, known as the Mead Aluminum
Reduction Works.  On May 18, 2004, the Court approved the sale of
the Mead Smelter to CDC Mead, LLC.

According to Mr. DeFranceschi, excluded from the sale to CDC Mead
was a site that comprises a 25-acre consolidated and covered pile
of spent potlining, solid waste rubble and anode butt tailings,
and a 25-acre wet scrubber sludge bed -- the Mead SPL Site.  
Cyanide and fluoride contamination exists in soil and groundwater
below the Mead SPL Site, and a groundwater plume containing
fluoride and cyanide extends northwest from the Mead SPL Site for
2.5 miles to where it enters the Little Spokane River.  In 1983,
due to this contamination, the United States Environmental
Protection Agency placed the Mead SPL Site on the Superfund
National Priorities List as the Kaiser Aluminum -- Mead Works --
site.  The EPA designated KACC as a potentially responsible party
for the contamination under the Comprehensive Environmental
Response, Compensation, and Liability Act.  Similarly, the State
of Washington, Department of Ecology designated KACC as a
potentially liable party under Washington's Model Toxics Contract

Mr. DeFranceschi relates that both the EPA and the Department of
Ecology asserted claims against KACC in respect of the
contamination at the Mead Smelter and the Mead SPL Site.

Specifically, the EPA filed Claim No. 7135 asserting, among other

   (a) a $149,853 general unsecured claim on behalf of the EPA
       for past response costs; and

   (b) a protective claim with respect to the Debtors' alleged
       injunctive obligation to perform future work to clean up
       the Mead Smelter and the Mead SPL Site, which the EPA
       estimated would cost $22,000,000.

Washington, at the request of the Department of Ecology, filed
Claim No. 7181 asserting, among other claims, a protective claim
regarding the Debtors' alleged injunctive obligation to perform
future remedial actions in connection with releases or threatened
releases of hazardous substances into the environment from the
Mead Smelter and the Mead SPL Site, which the Department of
Ecology estimate would also cost $22,000,000.

On October 27, 2003, the Court entered an order approving a
consent decree among the Debtors, the United States, the States of
California, Rhode Island and Washington, and the Puyallup Tribe of
Indians that settled, without admission of liability, several
environmental claims and causes of action.  The October 27 Consent
Decree does not apply to the Mead SPL Site or the Mead Smelter,
which the October 27 Consent Decree defined as a "Reserved Site."

                       The Consent Decree

Following negotiations over several months, on August 13, 2004,
the Debtors, the EPA and the Department of Ecology entered into a
consent decree.  The Consent Decree settles, without admission of
liability, the Mead Environmental Claims and the Debtors'
prepetition environmental liabilities in connection with the Mead
SPL Site.

The salient terms of the Consent Decree are:

   (a) KACC will convey the Mead SPL Site to a custodial trust.
       A full-text copy of the Custodial Trust Agreement is
       available for free at:


   (b) KACC is required to make payments to fund insurance and
       certain future work at the Mead SPL Site.  Generally, the
       payments will fund:

       -- short-term work to reduce the potential for water

       -- long-term groundwater monitoring and maintenance of
          contaminant source controls; and

       -- insurance against the contingency that groundwater
          remediation may be required in the future;

   (c) The payments to be made at the time of the transfer of the
       Mead SPL Site are:

       -- $2,250,000 to the Custodial Trust.  The Consent Decree
          provides that those funds are to be used to carry out
          the tasks set forth in a Scope of Work.  The funded SOW
          tasks are in addition to the tasks funded through an
          insurance policy; and

       -- $4,600,000, plus applicable taxes totaling $110,400, to
          American International Specialty Lines Insurance
          Company to procure an insurance policy.  The Insurance
          Policy provides the funding necessary to complete tasks
          specified in the Remedial Action Plan.  The RAP is an
          exhibit to the SOW, segregated from other tasks in the
          SOW to readily identify the tasks that the Insurance
          Policy funds.

       A full-text copy of the Scope of Work and the Remedial
       Action Plan is available for free at:


       The Insurance Policy has an $18,000,000 policy limit and a
       30-year term.  It names the Custodial Trust as the named
       insured and both the Department of Ecology and the EPA as
       additional insured;

   (d) KACC will record an easement granting the Custodial Trust
       access to an area downgradient from the Mead SPL Site for
       environmental monitoring and any future remedial actions.

       A full-text copy of the Easement Agreement is available
       for free at:


   (e) The EPA and the Department of Ecology have agreed not to
       sue the Debtors or their successors and officers with
       respect to the Mead SPL Site or any release of hazardous
       substances from the Mead SPL Site, subject only to a
       limited reservation of rights to bring an action based on:

       -- future actions of the Debtors creating new
          environmental liabilities;

       -- criminal liability; or

       -- failure to meet a requirement of the Consent Decree;

   (f) The Debtors are entitled to protection to the maximum
       extent provided by CERCLA and MTCA against any actions or
       claims for contribution by other liable parties for any
       existing or future response costs with respect to the Mead
       SPL Site;

   (g) Although the Debtors are not obligated to pursue insurance
       recovery for environmental liabilities or property damage,
       by virtue of the Consent Decree or otherwise, if after the
       effective date of a reorganization plan KACC pursues and
       recovers insurance proceeds for property damage insurance
       for environmental costs incurred or to be incurred with
       respect to the Mead Smelter or the Mead SPL Site, KACC
       will retain 60% of the recovery in excess of KACC's costs
       of pursuing the recovery and the remaining 40% will be
       allocated to the Custodial Trust;

   (h) In clarification of the treatment of the Mead Smelter and
       surrounding Debtors-associated properties in relation to
       the October 27 Consent Decree, the Mead Smelter and all
       other properties located in or about Mead, Washington,
       previously owned by KACC will be deemed "Additional
       Sites."  Any other properties located in or about Mead,
       Washington that are owned by KACC at or at any time after
       confirmation of a reorganization plan that includes KACC,
       will be deemed "Debtor-Owned Sites";

   (i) Daniel J. Silver will serve as the Custodial Trustee;

   (j) The Consent Decree provides direction to the Custodial
       Trust regarding the tasks to be carried out with the funds
       being provided by KACC, both directly and through the
       Insurance Policy; and

   (k) The parties to the Consent Decree agree that the portions
       of the United States' Claim No. 7135, except the EPA's
       $149,853 claim for past response costs, and Washington's
       Claim No. 7181 that assert liabilities with respect to the
       Mead Smelter or the Mead SPL Site will be deemed satisfied
       and withdrawn.  Logan & Company, Inc., the Debtors' claims
       and noticing agent, should be authorized and empowered to
       withdraw those portions of the claims as satisfied.

By this motion, the Debtors ask the Court to:

   (1) approve the Consent Decree pursuant to Rule 9019 of the
       Bankruptcy Code;

   (2) approve the Custodial Trust Agreement; and

   (3) appoint Daniel J. Silver as Custodial Trustee of the
       Custodial Trust.

Mr. DeFranceschi notes that there are certain parties not party to
a consent decree between KACC, the EPA, and Washington who filed
Claim Nos. 1224 and 1558, which also related to the Mead SPL Site.  
These parties assert liabilities related to KACC's contractual
obligation to pay certain individual property water bills and a
small water withdrawal fee in connection with the contamination of
groundwater below the Mead SPL Site.  Claim Nos. 1224 and 1558 are
not affected by the Consent Decree.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation -- 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. 51;
Bankruptcy Creditors' Service, Inc., 215/945-7000)

KIEL BROS.: Has Exclusive Right to File Plan through Dec. 13
The Honorable Basil H. Lorch, III, of the U.S. Bankruptcy Court
for the Southern District of Indiana granted Kiel Bros. Oil Co.'s
request for an extension of its exclusive periods, pursuant to 11
U.S.C. Sec. 1121, to file a chapter 11 plan and solicit
acceptances of that plan from creditors.  The Debtor didn't get
the extension into 2005 that it originally requested.  Rather,
Judge Lorch extended the Debtor's exclusive period during which to
file a chapter 11 plan through Dec. 13, 2004.  The 30-day
reduction was at the behest of National City Bank of Indiana, the
Debtor's prepetition secured lender and DIP financier.

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

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

LAIDLAW INT'L: Will Release 2004 4th Quarter Results on Nov. 10
Laidlaw International (NYSE:LI), will release financial results
for its fiscal fourth quarter and fiscal full year 2004, ending
August 31, 2004, on Wednesday, November 10, 2004 after market

The company will hold a conference call hosted by senior
management to discuss the financial results on Thursday,
November 11, 2004 at 10:00 a.m. (Eastern).  A web cast of the
conference call will be accessible at Laidlaw International's

To participate in the call, dial:

      * 888-889-5602 - (US and Canada)
      * 973-935-8599 - (International)

A replay will be available immediately after the conference call
through December 11, 2004.  To access the replay, dial 877-519-
4471 (U.S and Canada) or 973-341-3080 (International); access
code: 5270493.  Additionally, the web cast will be archived on the
Company's website.

Headquartered in Arlington, Texas, Laidlaw, Inc., now known as
Laidlaw International, Inc., -- is  
North America's #1 bus operator. Laidlaw's school buses transport
more than 2 million students daily, and its Transit and Tour
Services division provides daily city transportation through more
than 200 contracts in the US and Canada.

Laidlaw filed for chapter 11 protection on June 28, 2001 (Bankr.
W.D.N.Y. Case No. 01-14099).  Garry M. Graber, Esq., at Hodgson
Russ LLP represents the Debtors.

Laidlaw International emerged from bankruptcy on June 23, 2003.

LEVI STRUASS: Aug. 29 Balance Sheet Upside Down by $1.3 Billion
Levi Strauss & Co. (LS&CO.) reported financial results for the
third quarter ended Aug. 29, 2004, and filed its third-quarter
2004 Form 10-Q with the Securities and Exchange Commission.
Results for the quarter, compared to the same quarter in the prior
year, reflected continued improvements in:

   -- gross profit;
   -- selling, general and administrative expense; and
   -- net income on expected lower net sales.

Third-quarter 2004 net sales were $995 million compared to $1,084
million for the third quarter of 2003, representing a decrease of
$89 million or 8.2 percent on a reported basis and 10.2 percent on
a constant-currency basis. The expected sales decrease was due
primarily to the impact of approximately $65 million in initial
product shipments in the third quarter of 2003 to fill retail
shelves at 3,000 U.S. Wal-Mart stores for the launch of the Levi
Strauss Signature(TM) brand. In addition, actions the company has
taken this year that helped improve its profitability contributed
to the overall sales decrease during the quarter, including:

   -- licensing or exiting unprofitable and underperforming
      businesses in order to focus on more profitable core-product
      assortments, resulting in approximately $24 million in
      reduced sales; and

   -- a planned reduction in closeout sales to off-price retail
      channels in 2004, decreasing sales by approximately
      $19 million.

The sales declines were partially offset by the continued growth
of the company's Asia Pacific business, which generated an 11.5
percent net sales increase on a constant currency basis.

"We're doing what we said we'd do," said Phil Marineau, chief
executive officer. "We set out to improve our profitability this
year and that's what we've done so far. Our business is healthier
and more competitive today than when we began the year. In
addition to strengthening the financial performance of the
company, we are increasing consumer demand for our products
through new marketing and product innovation."

                   Third-Quarter 2004 Results

   -- Gross profit was $456 million, or 45.9 percent of net sales,
      compared to $397 million, or 36.7 percent of net sales in
      the third quarter of 2003. Gross profit in the 2004 period
      benefited from:

         -- improved management of returns, allowances and product
            transition costs;

         -- increased sales of premium-priced products in Europe
            and Asia;

         -- lower product sourcing costs; and

         -- stronger foreign currencies.

      Year-to-date gross margin was 43.8 percent of net sales. The
      gross margin improvement during the third quarter resulted
      from the unusually favorable mix of more profitable core
      products, as well as the company's product rationalization

   -- Selling, general and administrative expense decreased to
      $301 million from $343 million in the third quarter of 2003.
      Lower SG&A expense was attributable primarily to a $14
      million reduction in advertising expense, an approximately
      $9 million decrease in post-retirement healthcare expense
      and an approximately $19 million reduction in other SG&A
      expenses.  The company is reporting long-term incentive
      compensation expense separately from SG&A expense in both
      the current and prior year period because of the substantial
      impact of a $129.1 million net reversal of long-term
      incentive compensation expense in the 2003 period.

         -- Advertising expense decreased 19.6 percent to
            $57 million, or 5.7 percent of net sales, compared to
            $70 million, or 6.5 percent of net sales in the 2003

         -- Post-retirement healthcare expense was a net benefit
            of approximately $7.4 million compared to a
            $1.5 million expense in the prior year period. The
            improvement reflects the impact of our headcount
            reductions and previously reported post-retirement
            medical plan changes for certain employees and retired

         -- Lower other SG&A reflects the cost reductions related
            to reorganization initiatives, partially offset by
            higher annual incentive expense and a foreign currency
            translation increase.

   -- Long-term incentive compensation expense for the quarter was
      $10.7 million compared to a $129.1 million net reversal in
      the 2003 period. The reversal was made in the prior year as
      a result of lower than expected incentive payouts due to the
      decline in the company's performance during the second half    
      of 2003.

   -- Restructuring charges, net of reversals, were $28.1 million
      in the third quarter of 2004 versus restructuring charges,
      net of reversals, of $2.6 million in the 2003 period. The
      third-quarter 2004 charges were primarily associated with
      the closure of manufacturing plants in Spain and Australia
      as well as headcount reductions in the United States and
      Europe as the company continued to streamline operations.

   -- Operating income for the quarter decreased 33 percent to
      $128.6 million, or 12.9 percent of revenue, compared to $191
      million, or 17.6 percent of revenue, for the same period of
      2003. Operating income was primarily impacted by the
      reversal of long-term incentive compensation accruals during
      the third quarter of 2003 described above and increased
      restructuring charges during the same period in 2004,
      partially offset by increased gross profit and lower SG&A.

   -- Income tax expense for the quarter was $17.8 million,
      compared to $135.5 million in the 2003 period. The third-
      quarter 2003 tax expense included a provision of
      approximately $223 million related to an additional
      valuation allowance against deferred tax assets.

   -- Net income for the third quarter of 2004 increased to $46.6
      million compared to a net loss of $4.3 million for the third
      quarter of 2003. The improvement was due primarily to higher
      gross profit, lower SG&A expense and lower tax expense,
      partially offset by the impact of the reversal of long-term
      incentive compensation accruals in 2003 and increased
      restructuring charges this year.

As of August 29, 2004, total debt, less cash, stood at $2.0
billion compared to $2.1 billion at the end of fiscal year 2003.
As of October 10, 2004, the company had total available liquidity
of approximately $562.2 million, consisting of approximately
$317.0 million in liquid short-term investments and approximately
$245.2 million in net available borrowing capacity under its
revolving credit facility.

"Our results -- improved gross profit, lower SG&A, improved cash
flow and a stronger balance sheet -- were consistent with our
strategy to focus our brands and drive a more profitable business.
Accordingly, we have rationalized our sales base and taken a
rigorous look at reducing expenses by business and function across
the entire company," said Jim Fogarty, chief financial officer.
"For example, during the third quarter we continued to streamline
our U.S. and European organizations, announced our intent to close
our Australian manufacturing plant at the end of November and
reached an agreement with employee and union representatives on
the terms of the closure of our two Spanish factories."

Levi Strauss & Co. is one of the world's leading branded apparel
companies, marketing its products in more than 110 countries
worldwide. The company designs and markets apparel for men, women
and children under the Levi's(R), Dockers(R) and Levi Strauss
Signature(TM) brands.

At Aug. 29, 2004, Levi Strauss' balance sheet showed a
$1,327,557,000 stockholders' deficit, compared to a $1,393,172,000
deficit at November 30, 2003.

LIBERATE TECH: Posts $12.3 Million Net Loss in First Quarter
Liberate Technologies (Pink Sheets: LBRT), a leading provider of
software for digital cable systems, reported financial results for
its first fiscal quarter ended Aug. 31, 2004.

Liberate's revenues for its first fiscal quarter were
$1.1 million, compared to $1.5 million for the same quarter of the
prior fiscal year. The net loss for the quarter was $12.3 million,
compared to a loss of $12.6 million, for the same quarter of the
prior fiscal year. The loss in the current year includes a charge
of $4.4 million for excess facilities related to the Company's
former headquarters in San Carlos, California.

As of August 31, 2004, Liberate had cash and cash equivalents of
$210.0 million, a decrease of $5.9 million during the quarter. In
addition to cash and cash equivalents, the Company had
$10.9 million in restricted cash held as security for office

"We continue to push ahead with our goals of restructuring the
Company and growing revenues," said David Lockwood, Chairman and
CEO of Liberate. "We are pleased with the commitments to our
technology that have been made by Cox, NTL and Telewest. While we
are disappointed with the dismissal of our bankruptcy case and
have appealed the ruling, we are making progress on our
restructuring efforts. We are delighted that the SEC staff has
completed its investigation into the events that led to the
restatement of our financial statements and has recommended no
enforcement action against the Company. In addition, during the
quarter, we made progress toward resolving the shareholder class-
action litigation."

          Condensed Consolidated Financial Statements           
                     Basis of Presentation

Because the Chapter 11 bankruptcy case was still pending as of
Aug. 31, 2004, Liberate have prepared the attached unaudited
condensed consolidated financial statements in accordance with the
provisions of Statement of Position 90-7, "Financial Reporting by
Entities in Reorganization under the Bankruptcy Code", which does
not significantly change the application of accounting principles
generally accepted in the United States. However, it does require
that the financial statements for periods including and subsequent
to filing the Chapter 11 petition distinguish transactions and
events that are directly associated with the reorganization from
the ongoing operations of the business.

At August 31, 2004, Liberate Technologies' balance sheet shows:

         Total Current Assets       $215,625,000
         Total Assets                231,101,000
         Total Current Liabilities    12,976,000
         Total Liabilities            53,948,000
         Total Equity               $177,153,000

Headquartered in San Mateo, California, Liberate Technologies
provides software and services for digital cable systems.  The
Company filed for chapter 11 protection on April 30, 2004 (Bankr.
D. Del. Case No. 04-11299, transferred, May 12, 2004, to Bankr.
N.D. Calif., Case No. 04-31394).  When the Company filed for
bankruptcy protection, it listed $257,000,000 in total assets and
more than $21,700,000 in total debts.  Liberate filed a proposed
Plan of Reorganization providing for the payment of 100% of valid
creditor claims.  The Landlord for the company's former San Carlos
headquarters complained that the Debtor's attempt to reject the
lease under 11 U.S.C. Sec. 365 and cap his rejection claim under
Sec. 506 of the Bankruptcy Code was an abuse of the system.  
Seeing more cash than debt, the Honorable Thomas E. Carlson
agreed, and dismissed the solvent debtor's chapter 11 case on
Sept. 8, 2004.  Liberate is appealing that ruling (N.D. Calif.
Case No. 04-03854).  Crista L. Morrow, Esq., Desmond J. Cussen,
Esq., Fred L. Pillon, Esq., Jonathan Landers, Esq., and Jayesh
Sanatkumar Hines-Shah, Esq., at Gibson Dunn & Crutcher LLP,
represent Liberate.  The disgruntled landlord, Circle Star Center
Associates, L.P., is represented by Douglas J. McGill, Esq.,
Andrew C. Kassner, Esq., and Michael W. McTigue, Jr., at Drinker
Biddle & Reath LLP, and Michael P. Brody, Esq., James R. Stillman,
Esq., and Diane K. Hanna, Esq., at Ellman Burke Hoffman & Johnson.  
James L Lopes, Esq., Janet A. Nexon, Esq., and Jason Gerlach,
Esq., at Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
represent an ad hoc equityholders' committee.

LNR PROPERTY: Declares Quarterly Cash Dividends
LNR Property Corporation (NYSE:LNR) declared a quarterly cash
dividend of $0.0125 per common share and $0.01125 per Class B
common share. Both dividends are payable on Nov. 16, 2004 to
shareholders of record at the close of business on Nov. 5, 2004.

LNR has approximately 29.9 million shares outstanding, 20.1
million of which are common stock and 9.8 million are Class B
common stock.

LNR Property Corporation [NYSE: LNR] is a real estate investment
and management company headquartered in Miami Beach, Florida, USA,
with assets of $3.1 billion and equity of $1.1 billion at
May 31, 2004.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 1, 2004,
Moody's Investors Service placed LNR Property Corporation's Ba3
senior subordinate ratings on review for possible downgrade
following the announcement by LNR of its agreement to be acquired
by Riley Property Holdings, an entity controlled by Cerberus
Capital Management L.P. and its real estate affiliate Blackacre
Institutional Capital Management. Cerberus will own 75% of the
newly formed Riley, with LNR's management and Stuart Miller (LNR's
Chairman) and his family purchasing the other 25%. Cerberus has
arranged debt financing to help fund this acquisition, which
should close in late 2004 or early 2005. Cerberus Capital
Management is a New York City-based global private investment
firm, which, together with its affiliates, manages in excess of
$14 billion of unlevered capital.

According to Moody's, the transaction is designed to provide LNR
with greater financial and operational flexibility. At the same
time, Moody's expects the transaction to be highly leveraged,
putting additional pressure on LNR's fixed charge coverage and
effective leverage. LNR's permanent capital structure is
uncertain at this time. On a positive note, LNR's management will
retain their roles, and Moody's expects this management team to
continue its successful track record.

M&M ROOFING INC: Case Summary & 20 Largest Unsecured Creditors
Debtor: M&M Roofing Inc
        aka M&M Windows & Siding
        760 Holbrook Road
        Glenwood, Illinois 60425

Bankruptcy Case No.: 04-37301

Type of Business:  The Company provides full-service roofing,
                   siding, soffit, fascia, windows, and gutter
                   work for residential, commercial and
                   industrial customers throughout Chicago and
                   Indiana.  See

Chapter 11 Petition Date: October 7, 2004

Court: Northern District of Illinois (Chicago)

Judge: Bruce W. Black

Debtor's Counsel: Bruce C Scalambrino, Esq.
                  Scalambrino & Arnoff
                  33 North Lasalle Street, Suite 1210
                  Chicago, Illinois 60602
                  Tel: 312-629-0545

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
    ------                 ---------------          ------------
Mayes, Ronald              Potential claim under the     $91,663
                           Fair Labor Standards Act

Hammonds, Kevin D.         Potential claim under the     $88,976
                           Fair Labor Standards Act

Webb, Gary                 Potential claim under the     $85,062
                           Fair Labor Standards Act

Gutierrez, Adrian          Potential claim under the     $81,849
                           Fair Labor Standards Act

Luth, Ronald               Potential claim under the     $72,546
                           Fair Labor Standards Act

Camarena, Miguel           Potential claim under the     $53,690
                           Fair Labor Standards Act

Snedan, David              Potential claim under the     $46,469
                           Fair Labor Standards Act

Martinez, Jose             Potential claim under the     $45,476
                           Fair Labor Standards Act

Perez, Hector              Potential claim under the     $44,685
                           Fair Labor Standards Act

Sanchez, Hugo              Potential claim under the     $41,210
                           Fair Labor Standards Act

Trembczyinski, Stephen     Potential claim under the     $41,110
                           Fair Labor Standards Act

Pewitt Jr., William R.     Potential claim under the     $38,754
                           Fair Labor Standards Act

Hom, Gayle                 Potential claim under the     $38,310
                           Fair Labor Standards Act

Horta, Arturo              Potential claim under the     $37,791
                           Fair Labor Standards Act

Szymaszek, Joshua J.       Potential claim under the     $33,321
                           Fair Labor Standards Act

Sandala, Joshua            Potential claim under the     $32,644
                           Fair Labor Standards Act

Gutierrez, Raul            Potential claim under the     $29,399
                           Fair Labor Standards Act

Sprague, Richard           Potential claim under the     $27,669
                           Fair Labor Standards Act

Haun, Thomas R.            Potential claim under the     $27,691
                           Fair Labor Standards Act

Climer, Rick G.            Potential claim under the     $26,656
                           Fair Labor Standards Act

MAXIM CRANE: CEO Wants an Alternative Plan of Reorganization
Albert C. Bove, President of Maxim Crane LLC and its debtor-
affiliates asks the U.S. Bankruptcy Court for the Western District
of Pennsylvania for permission to propose an alternative Plan of
Reorganization co-authored by creditor AmQuip Corporation.

Mr. Bove agrees to AmQuip's proposal to buy all of the Debtors'
assets, subject to better and higher offers, contrary to the Plan
proposed by the Debtors.  Mr. Bove was the Chief Executive Officer
when the Joint Plan of Reorganization was filed by the Debtors and
its affiliates in August this year.

Mr. Bove and AmQuip do not believe that the Joint Plan will
effectuate a successful restructuring.  Instead, confirmation of
the Plan will leave the Debtors cashless within 12 months and the
company will lose their key operations managers.  

The alternative Plan, Mr. Bove stresses, can result in a real cash
return to creditors and will preserve employees' jobs.

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

MICROCELL TELECOM: TELUS Did Not Extend Stock Purchase Offer
TELUS Corporation (TSX: T, T.A; NYSE: TU) did not extend its
offers to purchase all of the issued and outstanding publicly
traded shares and warrants of Microcell Telecommunications Inc.  
As a result, the offers expired yesterday, Oct. 12, 2004, 9 p.m.,
Toronto time.

TELUS Corporation did not take up and pay for any shares or
warrants of Microcell that remain deposited to its offers as of
the expiry time.  TELUS also cancelled a commitment from the Royal
Bank of Canada to provide a Cdn.$500 million credit facility,
which was to be available for general corporate purposes following
the completion of the offers.

TELUS is Canada's second largest telecommunications company with
more than Cdn$7 billion of annual revenue, more than 4.8 million
network access lines and more than 3.6 million wireless
subscribers.  The company provides subscribers across Canada with
a full range of telecommunications products and services utilizing
next-generation Internet-based technologies, including data and
voice services through TELUS Communications Inc. and wireless
services through TELUS Mobility.

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

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 23, 2004,
Moody's Investor's Service continues to review for possible
upgrade the Caa1 Senior Implied and Ca Issuer ratings of Microcell
Telecommunications, Inc., and the B3 First Priority Senior Secured
and Caa2 Second Priority Senior Secured ratings of Microcell
Solutions, Inc.

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

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

MIRANT CORP: Asks Court to Approve Columbia Gas Settlement Accord
Ian T. Peck, Esq., at Haynes and Boone, LLP, in Dallas, Texas,
relates that, with respect to the rejection of Mirant Corporation
and its debtor-affiliates of their prepetition contracts with
Columbia Gas Transmission Corporation, the Debtors commenced
negotiations with Columbia to reach a compromise that would
benefit the Debtors' estates and avoid litigation concerning any
claims that Columbia could assert as a result of the rejection of
the Contracts.  Subsequently, the parties successfully reached a

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, the Debtors ask the Court to approve their Settlement
Agreement with Columbia.

The principle terms of the Settlement Agreement are:

   (a) Columbia will receive an allowed general unsecured claim
       against Debtor Hudson Valley Gas Corporation for
       $11,209,777 -- the Gross Rejection Claim;

   (b) Columbia will apply $1,895,423 in cash proceeds from the
       letter of credit issued by Wachovia Bank on behalf of
       Mirant Americas Retail Energy Marketing, LP, Mirant
       Americas Energy Marketing, LP, and Hudson Valley for the
       benefit of Columbia and certain affiliates, to the Gross
       Rejection Claim;

   (c) After application of the proceeds of the Letter of Credit,
       Columbia will have a $9,314,354 allowed, general,
       prepetition, unsecured claim against Hudson Valley,
       provided that Columbia:

       -- withdraws Claim No.7678, which was asserted against
          MAEM in connection with the Contracts; and

       -- file a proof of claim asserting the $9,314,354 Allowed
          Claim against Hudson Valley within 30 days after the
          Court approves the Settlement;

   (d) Columbia waives its right to assert any administrative
       claim which may have come due under the Contracts from and
       after July 14, 2003, to June 23, 2004;

   (e) The parties exchange mutual releases of claims arising
       under, or relating to, the Contracts; and

   (f) The Settlement does not compromise, discharge or otherwise
       affect any other disputes between the Debtors and

Headquartered in Atlanta, Georgia, Mirant Corporation -- together with its direct and indirect  
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.

Mirant Corporation 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)

NATIONAL CENTURY: Court Allows Trust to Get Bankers Trust Docs
The U.S. Bankruptcy Court for the District of Ohio grants the
request of the Unencumbered Assets Trust, the successor-in-
interest to certain rights and assets of National Century
Financial Enterprises, Inc., and its debtor-affiliates, to obtain
certain documents from Bankers Trust Company.

As reported in the Troubled Company Reporter on Aug. 11, 2004, the
Trust believed that Bankers Trust Company may have information
that is relevant to the acts, conduct or property of the estates
of the Debtors or to the Debtors' liabilities and financial
condition, which may affect the administration of the Debtors'
bankruptcy estate.

Bankers Trust was the former trustee for certain of NCFE's NPF
vehicles before JPMorgan Chase Bank and Bank One, N.A., became
NCFE's Indenture Trustees. Sydney Ballesteros, Esq., at Gibbs &
Bruns, in Houston, Texas, points out that as a former trustee of
NCFE, Bankers Trust has relevant information relating to the
evaluation of available assets and determining what assets and
what claims may belong to the Debtors' estates.

Ms. Ballesteros asserted that to discharge its duties properly,
the Trust is entitled to seek and obtain discovery regarding
matters relating to the acts, conduct, property, liabilities and
financial condition of the Debtors' estates.

The Trust did not seek authority to take oral examination of
Bankers Trust, Ms. Ballesteros clarifies.  However, once it has
reviewed the documents produced, the Trust reserves the right to
file an additional motion under Rule 2004 of the Federal Rules of
Bankruptcy Procedure to take oral examination of Bankers Trust.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- through the CSFB  
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets.

The Company filed for Chapter 11 protection on November 18, 2002
(Bankr. D. Ohio Case No. 02-65235).  The Court confirmed the
Debtors' Fourth Amended Plan of Liquidation on April 16, 2004.
Paul E. Harner, Esq., at Jones Day, represents the Debtors in
their restructuring efforts. (National Century Bankruptcy News,
Issue No. 47; Bankruptcy Creditors' Service, Inc., 215/945-7000)

NETWORK INSTALLATION: Wins Multiple Project Orders
Network Installation Corp. (OTC Bulletin Board: NWKI - News), a
provider of IT communications solutions, was awarded multiple
project orders valued at a minimum of $110,000 with the potential
for an additional $100,000. Network Installation was awarded a
project order for the deployment of a Wi-Fi network at Tustin
Union School District in Orange County, California. Additional new
projects also include the installation of IT platforms for Poway
Union School District in San Diego, Cambridge Schools in Citrus
Heights, Calif. and Rancho Cordova, Calif. - based Octagon Risk
Services, Inc.

"We continue to experience substantial growth in the K-12 market,"
stated Network Installation CEO Michael Cummings. He added, "Our
pipeline in this sector is robust and we believe will remain one
of our core markets for the foreseeable future."

According to online IT market data and advisory firm IDC, both  
higher education and K-12 schools will focus significant
investment on network infrastructure and wireless as they expand
the reach of their current networks.

"IDC research shows that schools are prepared to make key IT
investments in the coming years and that spending on systems
infrastructure, particularly networking, will lead the way," said
Shawn P. McCarthy, program manager, U.S. IT Opportunity:
Government and Education at IDC.

                  About Network Installation Corp.
Network Installation Corp. provides communications solutions to
the Fortune 1000, Government Agencies, Municipalities, K-12 and
Universities and Multiple Property Owners. These solutions include
the design, installation and deployment of data, voice and video
networks as well as wireless networks and Wi-Fi. Through its
wholly-owned subsidiary Del Mar Systems International, Inc., the
Company also provides integrated telecom solutions including Voice
over Internet Protocol (VoIP) applications. To find out more about
Network Installation Corp. (OTC Bulletin Board: NWKI), visit our
website at The Company's  
public financial information and filings can be viewed at

                          *     *     *

                       Going Concern Doubt

In its Form 10-QSB for the quarterly period ended June 30, 2004,
filed with the Securities and Exchange Commission, Network
Installation Corporation reports that it has accumulated deficit
of $6,576,914, is generating losses from operations, and has a
negative cash flow from operations. The continuing losses have
adversely affected the liquidity of the Company. The Company faces
continuing significant business risks, including but, not limited
to, its ability to maintain vendor and supplier relationships by
making timely payments when due.

NEXTWAVE TELECOM: Wants Exclusivity Extended Through Oct. 22
NextWave Telecom, Inc., Nextwave Personal Communications and their
debtor-affiliates ask the U.S. Bankruptcy Court for the Southern
District of New York for a short 10-day extension of their
exclusive plan filing period.  

"The Debtors intend to continue working round the clock to
complete their discussions" necessary to finalize transactions and
business alternatives that will underpin a chapter 11 plan to
emerge from chapter 11 and leave all creditors unimpaired.  The
Debtors have previously indicated that they intend to pay
unsecured creditors in full, in cash, with postpetition interest.

The Debtors have told the Court time and again that their estates
are in a strong and attractive position.  The Debtors are
confident that they are in a position to propose a Plan that not
only pays creditors in full, but also provides value to equity
holders. The remaining challenge, the Debtors point out, is to
maximize value for equity holders.  The Debtors are wrapping-up
the transactions that will provide equity holders with the best
value in a most advantageous fashion.

Deborah L. Schrier-Rape, Esq., reminds the Court that the estates
were insolvent by billions of dollars when Nextwave filed for
bankruptcy protection. While the road to reorganization has been
challenging and uncertain, the Debtors are confident that the
estates are now poised to have almost $1 billion in cash and
unencumbered assets. "The recent sale of the New York, Tampa and
Sarasota licenses are evidence of the substantial value inherent
in the Retained Licenses," Ms. Schrier-Rape said.

The Debtors believe that it is prudent to take some additional
time to ensure that the best approach to reorganization is
followed. The Debtors said that it is in the best interest of the
estates to allow additional time for the conclusion of current
negotiations and receipt of regulatory approval for the New York
and Florida Sales. "This will help to ensure that the Plan is the
optimal plan for the Debtors and their interest holders," Ms.
Schrier-Rape adds.

Headquartered in Greenwich, Connecticut, NextWave Telecom, Inc.
-- was formed in 1995 to provide
broadband wireless and other mobile communications services to
consumer and business markets. The Company filed for chapter 11
protection on December 23, 1998 (Bankr. S.D.N.Y. Case No.
98-23303). The Debtors did battle with the Federal Communications
Commission all the way to the U.S. Supreme Court to maintain
control of the spectrum licenses it bought at an FCC auction but
couldn't afford to pay for at the time. Deborah Lynn Schrier-
Rape, Esq., in Dallas, Texas, and lawyers at Andrews & Kurth, LLP,
represent the Debtors in their restructuring efforts.

NEWAVE INC: Inks New Marketing Agreement with Traffix Inc.
NeWave, Inc. (OTC Bulletin Board: NWAV) signed a new marketing
agreement with direct internet marketer Traffix, Inc. Under the
agreement, Traffix will market a variety of internet-based, value
enhancing products and services to NeWave members. Traffix will
also provide advertising for NeWave subsidiary OnlineSupplier.

Aaron Gravitz President of NeWave Media stated, "The agreement
with Traffix represents a significant growth opportunity for
NeWave. Each party will provide the other with a qualified and
highly targeted market segment that when penetrated should be
extremely effective and create compelling results in terms of new
business generated."

                       About Traffix, Inc.

Traffix is a direct marketing company that generates sales and
targeted leads for its clients primarily from its on-line media
properties. It owns a variety of websites, and manages a database
of millions of permission based, on-line consumers. Traffix also
operates proprietary, direct-to-consumer businesses including, one of the most popular on-line dating sites, and
ClickHelp, a live computer technical support service. For more
information about Traffix, Inc. visit the website at

                        About NeWave, Inc.

NeWave is a direct marketing company which utilizes the internet
to maximize the income potential of its customers, by offering a
fully integrated turnkey ecommerce solution. NeWave's wholly-owned
subsidiary, offers a comprehensive line of
products and services at wholesale prices through its online club
membership. Additionally, NeWave's technology allows both large
complex organizations and small stand-alone businesses to create,
manage, and maintain effective website solutions for e-commerce.
To find out more about NeWave (OTCBB: NWAV), visit our websites at The  
Company's public financial information and filings can be viewed

                          *     *     *

As reported in the Troubled Company Reporter's June 8, 2004,
edition, Kabani & Company's report on the Company's consolidated
financial statements for the fiscal years ended December 31, 2003,
and December 31, 2002, included an explanatory paragraph
expressing substantial doubt about NeWave's ability to continue as
a going concern.

NORDICTRACK: Court Dismisses Chapter 11 Case
Patricia Simonelli, a Deputy Clerk in the Office of the U.S.
Bankruptcy Clerk for District of Massachusetts, advises creditors
and other parties-in-interest that the Honorable Henry J. Boroff
entered an Order dismissing the chapter 11 case involving NT
Liquidation, Inc. (f/k/a NordicTrack) on Sept. 7, 2004.  

In December 1998, ICON Health & Fitness, Inc., inked an agreement
to acquire NordicTrack's inventory, trademarks and other
intellectual property for just under $10 million plus up to
$3 million of additional consideration from future royalties.  
ICON was the exclusive manufacturer of NordicTrack treadmills
prior to NordicTrack's bankruptcy filing.  

NordicTrack was the Minneapolis-based company famous for a home
fitness machine simulating cross-country skiing.  NordicTrack
filed for chapter 11 protection (Bankr. D. Mass. Case No.
98-48196) on Nov. 5, 1998, closed 300 retail stores and laid off
its workforce.  NordicTrack is a wholly owned subsidiary of CML
Group, Inc.  

"Consumer interest in the whole skiing thing dwindled for all the
fitness equipment companies," John Agoglia, associate editor of
Health & Fitness Business, a twice-monthly newsletter and six-
times- a-year magazine based in Manhattan, told a Westchester
Business reporter at the time of the collapse.  NordicTrack saw
its net income tumble -- from $84.8 million in the year ended
July 31, 1994, to a loss of $58.6 million in 1997.  Sales shrank
47 percent between the 1995 and 1997 fiscal years to
$267.7 million.  Parent CML saw its net income fall from
$51.7 million in fiscal 1994, to a loss of $18.9 million in 1995
and a $127.4 million loss for the year ended July 31. For the year
ended July 31, the company lost $85.65 million on sales that slid
30 percent, to $186.3 million.

NORTHWEST AIRLINES: Names New Executive Sr. Management Team
Northwest Airlines (NASDAQ: NWAC) announced its new executive team
structure following the naming on Oct. 1 of Doug Steenland,
president, to the additional position of chief executive officer.

"The executive management structure completes the leadership
transition announced last week. It will allow me to work closely
with our experienced management team as we continue to reshape
Northwest for success in a very dynamic marketplace," Mr.
Steenland said.

The new executive team reporting to Mr. Steenland includes:

    * As announced last week, Andy Roberts, formerly senior vice
      president of technical operations, who now becomes executive
      vice president of operations with responsibility for
      technical operations, engineering, flight operations/systems
      operations control, customer service and materials

    * Tim Griffin, executive vice president of marketing and
      distribution, who has assumed additional responsibility for
      sales and customer relations.

    * Phil Haan, previously executive vice president of
      international, sales, and information services, who is now
      executive vice president of international, alliances and
      information technology. He also becomes chairman of NWA
      Cargo. He is responsible for the airlines alliances, cargo,
      information services, and in-flight services activities.

    * Bernie Han, who continues as executive vice president and
      chief financial officer.

    * Barry Simon who will be joining Northwest on Oct. 20 as
      executive vice president & general counsel. Simon will be
      responsible for the airlines legal, facilities and airport
      affairs functions.

    * Mike Becker, senior vice president of human resources,
      Robert Brodin, senior vice president of labor relations, Ken
      Hylander, chief safety officer, Mary Carroll Linder, senior
      vice president of corporate and brand communications, and
      Andrea Fischer Newman, senior vice president of government

"Our experienced management team will continue to implement the
strategy we have developed for Northwest's success in this very
challenging environment," Mr. Steenland added.

Last week, Northwest announced that Andy Roberts, senior vice
president of technical operations since August of 2001, would
become executive vice president of operations.

Mr. Roberts joined Northwest in September of 1997 as managing
director of the Minneapolis/St. Paul engine operation, where he
had responsibility for the airlines large engine maintenance
facility and technical support shops. He later became vice
president of materials management operations, where he was
responsible for the acquisition and distribution of the materials
required by the line and base maintenance organizations.

Prior to joining Northwest, Mr. Roberts held a variety of
positions in the aviation maintenance industry. He received an
honors degree in engineering production from the University of
Birmingham and a postgraduate diploma in manufacturing engineering
from Coventry City Polytechnic. He serves as chairman of the board
of Aeroexchange and serves on the board of Special Olympics

As a result of Mr. Roberts promotion, the following operations
executives have been given new duties:

    * Kris Bauer has been named senior vice president of technical
      operations and will report to Roberts. Bauer has been with
      Northwest Airlines since 1996 and has held several
      management positions in operations, planning and finance and
      most recently as vice president of base maintenance
      operations. Kris obtained his Bachelor of Science degree in
      Aerospace Engineering at the University of Kansas and his
      Masters of Business Administration at Cornell University.

    * John Bendoraitis has been promoted to vice president and
      will replace Kris Bauer as vice president of base
      maintenance operations. John has been with Northwest since
      1984 and has held a number of management positions, most
      recently as managing director, Minneapolis/St. Paul line
      maintenance operations. John obtained his Bachelor of Arts
      degree in business administration at Metropolitan State
      University and his Masters of Business Administration at the
      University of St. Thomas.

    * Dale Wilkinson has been promoted to vice president of
      materials management. Dale has been with Northwest since
      1995 and has held positions in technical procurement and
      contracting and most recently as managing director of
      procurement and contracts for technical operations and
      corporate purchasing. Dale obtained his Bachelor of Arts in
      accounting from North Carolina State University and his
      Masters of Business Administration from the University of
      North Carolina.

Barry Simon joins Northwest from The Seabury Group, an investment
bank and consulting firm that specializes in the transportation
industry, where he served as managing director for the past year.

Previously, he was a senior executive at Continental Airlines and
its affiliated companies from 1982 until 2003. His
responsibilities included international, legal, and corporate
development in addition to serving as general counsel. He also
served as general counsel for Teleprompter Corporation.

Mr. Simon graduated magna cum laude from Princeton University with
a Bachelor of Arts degree and received his law degree from Yale
University Law School.

                        About the Company

Northwest Airlines is the world's fifth largest airline with hubs
at Detroit, Minneapolis/St. Paul, Memphis, Tokyo, and Amsterdam,
and approximately 1,500 daily departures. Northwest is a member of
SkyTeam, a global airline alliance partnership with Aeromexico,
Air France, Alitalia, Continental Airlines, CSA Czech Airlines,
Delta Air Lines, KLM Royal Dutch Airlines, and Korean Air. SkyTeam
offers customers one of the worlds most extensive global networks.
Northwest and its travel partners serve more than 900 cities in
more than 160 countries on six continents. In 2003, consumers from
throughout the world recognized Northwests efforts to make travel

Northwests WorldPerks program was named the most popular North
American frequent flyer program by readers of TIME Asia in the
2003 TIME Readers Travel Choice Awards. A 2003 J.D. Power and
Associate study of airports ranked Minneapolis/St. Paul and
Detroit, home to Northwests two largest hubs, in second and fourth
place among large domestic airports in overall customer

At June 30, 2004, Northwest Airlines Corp.'s balance sheet showed
a $2,421,000,000 stockholders' deficit, compared to a
$2,011,000,000 deficit at Dec. 31, 2003.

NOVA CHEMICALS: Will Release 2004 3rd Quarter Results on Oct. 20
NOVA Chemicals Corporation will release their 2004 Third Quarter
Earnings result on October 20, 2004.

Earnings Release:     Wednesday, October 20, 2004
                      7:30 a.m. EDT (6:30 a.m. CDT; 5:30 a.m. MDT;
                      4:30 a.m. PDT)

Conference Call:      Wednesday, October 20, 2004
                      1:00 p.m. EDT (12:00 p.m. CDT; 11:00 a.m.
                      10:00 a.m. PDT)

                      Dial-In Number:  416.405.9328

Live Web Cast:        Option 1 - The web cast link will be
                                 available at:
                                 Investor Relations -
                                 Events/Presentations - 2004 Third
                                 Quarter Earnings Report
                                 Conference Call

                   or Option 2 - The webcast can be accessed live
                                 symbol NCX).
Instant Replay:       A replay of the conference call will be
                      available at 416.695.5800 (passcode
                      #3099681) through Wednesday, Oct. 27, 2004.

These are the schedules for upcoming Earnings Release Dates:

      --  4th Quarter 2004 - January 26, 2005
      --  1st Quarter 2005 - April 20, 2005
      --  2nd Quarter 2005 - July 20, 2005
      --  3rd Quarter 2005 - October 19, 2005

                          *   *   *  

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

OLD UGC: Court Conditionally Approves Disclosure Statement
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York gave conditional approval to Old
UGC, Inc. and UnitedGlobalCom, Inc.'s First Amended Disclosure
Statement filed on Oct. 5, 2004.

The Court finds that the Disclosure Statement contains adequate
information of a kind and in sufficient detail to enable creditors
to make an informed judgment whether to accept or reject the Plan.

Any objections to final approval of the Disclosure Statement must
be in writing and supported with sworn affidavits, and submitted
to the Clerk of the Court with a courtesy copy delivered to Judge
Lifland's Chambers.  

The objection should be received at 4:00 pm on or before November
5, 2004, by:

    i) the Debtor's counsel:
       Cooley Godward LLP
       Attn: Robert L. Eisenbach III, Esq.
       One Maritime Plaza
       20th Floor
       San Francisco, California 94111    
       Kronish Lieb Weiner & Hellman LLP
       Attn: Jay R. Indyke, Esq. & Richard Kanowitz, Esq.
       1114 Avenue of the Americas
       New York, New York 10036

   ii) counsel for UnitedGlobalCom, Inc.:

       Skadden, Arps, Slate, Meagher & Flom LLP
       Attn: Van C. Durrer, Esq. & Kurt Ramlo, Esq.
       300 South Grand Avenue, Suite 3400
       Los Angeles, California 90071

  iii) counsel for the statutory creditor's Committee:

       Mayer, Brown Rowe & Maw LLP
       Attn: Kenneth E. Noble, Esq.
       1675 Broadway
       New York, New York 10019

   iv) United States Trustee:

       Attn: Paul Schwartzberg, Esq.
       33 Whitehall Street, 21st Floor
       New York, New York 10004

Headquartered in Denver, Colorado, Old UGC, Inc.-- is one of the largest broadband  
communications providers outside the United States and provides
full range of video, voice, high-speed Internet, telephone and
programming services.  The Company filed for chapter 11 protection
on January 12, 2004 (Bankr. S.D.N.Y. Case No. 04-10156).  David A.
Levine, Esq., at Cooley Godward, LLP and Jay R. Indyke, Esq., at
Kronish Lieb Weiner & Hellman, LLP represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
their creditors, they listed $846,050,022 in total assets and
$1,371,351,612 in total debts.

OMNI FACILITY: Navistar Objects to Transfer of its Collateral
F. Matthew Jackson, Esq., at Deily, Mooney & Glastetter, LLP,
counsel for Navistar Financial Corporation, tells the U.S.
Bankruptcy Court for the Southern District of New York that it
objects to the assumption and assignment of certain executory
contracts and unexpired leases to Valley Crest Companies.

Navistar Financial is a secured creditor of Omni holding a claim
to three of the Debtors' International 4700 Tractors.  The primary
concern of the Company is the assumption and assignment of its
collateral to Valley Crest.

Navistar stresses that its agreement with the Debtor is not an
"executory contract" and therefore, may not be assumed and
assigned without its consent.

Navistar urges the Court to deny any transfer, assumption or
assignment of its collateral until such time that it has approved
the purchasing entity.

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

OWENS CORNING: Objects to Mobil Oil Environmental Claim
J. Kate Stickles, Esq., at Saul Ewing, LLP, in Wilmington,
Delaware, relates that Owens Corning and its debtor-affiliates
manufactured and sold fiberglass tanks for the underground storage
of petroleum and water between 1965 and 1995.  The Debtors sold
their underground storage tank business to Fluid Containment,
Inc., now known as Containment Solutions, Inc.  Under the
transaction, the Debtors retained liability for warranty and
product-related claims with respect to their manufactured USTs.

Nam Ha and Hue Phong, on behalf of Mobil Oil SS#11-FYE, filed
Claim No. 8259, in an unknown amount, against "Owens Corning
Tanks" concerning a Mobil Oil service station located in Fremont,
California.  Nam Ha asserts that in 1995 they "purchased a service
station which had contaminated soil monitored by environmental
Engineering Company."

Ms. Stickles tells Judge Fitzgerald that Nam Ha fails to disclose:

   (a) when the alleged environmental testing at the Site was

   (b) whether the monitoring disclosed soils contaminated above
       or below mandate cleanup levels; or

   (c) whether any contaminated soil detected at that time was
       removed or allowed to remain in place.

Nam Ha does not assert that any alleged investigation has
established the cause of any underground storage tank manufactured
by Owens Corning.  Nam Ha also fails to allege that they have
incurred any actual damages as a result of the alleged
contamination.  Instead, they claim that "[i]t is unknown what
future costs, if any, will occur."

The Debtors ask the Court to expunge and disallow Claim No. 8259
because it is not accompanied by any supporting documents and,
therefore, is entirely unsubstantiated.  In addition, Nam Ha
presented no evidence:

   -- establishing that there is any environmental contamination
      at the Site;

   -- that the contamination resulted from the failure of an
      underground storage tank manufactured by Owens Corning; or

   -- that the Claimants have incurred or will incur any costs
      with respect to any contamination.

If the alleged soil monitoring was in fact completed prior to
1995, as suggested in the Disputed Claim, Nam Ha offers no
explanation as to why any required environmental remediation has
not long since been accomplished, and any associated costs already
incurred.  Ms. Stickles informs the Court that the Debtors
requested clarification of the nature of the claim and supporting
documentation from Nam Ha's counsel, but no response was received.

Headquartered in Toledo, Ohio, Owens Corning -- manufactures fiberglass  
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.

Owens Corning filed for chapter 11 protection on October 5, 2000
(Bankr. Del. Case. No. 00-03837). Mark S. Chehi, Esq., at Skadden,
Arps, Slate, Meagher & Flom, represents the Debtors in their
restructuring efforts.  At June 30, 2004, the Company's balance
sheet shows $7.3 billion in assets and a $4.3 billion
stockholders' deficit. (Owens Corning Bankruptcy News, Issue No.
85, Bankruptcy Creditors' Service, Inc., 215/945-7000)

PACIFIC GAS: Moves for Summary Judgment on San Francisco Claim
Pacific Gas and Electric Company wants the Court to issue a
summary judgment declaring that the Hunter's Point Power Plant
Encroachment component of the City and County of San Francisco's
prepetition Claim No. 12640, and its administrative expense
claims, are either:

    * invalid and must be disallowed in their entirety; or
    * invalid and must be limited in amount.

Keith D. Kessler, Esq., at Howard, Rice, Nemerovski, Canady, Falk
& Rabkin, in San Francisco, California, relates that the parts of
the Claim relating to the Hunter's Point Claim seek alleged
damages, in the form of unpaid rental value or mesne profits from
Feb. 15, 1994, through April 12, 2004, for encroachment by
PG&E's Hunter's Point Power Plant on parts of certain never-
developed "paper streets" to which San Francisco holds title in
public trust.

The paper streets consist mainly of four strips of land that were
once designated, in the late 19th century, to become public
streets.  San Francisco claims that the Hunter's Point Plant has
encroached without consent on the paper streets and other land
ever since 1929, and that this encroachment now covers 91,949
square feet.  Of the 91,949 square feet:

    -- 78,591 square feet contains Ingalls St., Custer Ave.,
       Davidson Ave., and India St.;

    -- 13,253 square feet is now occupied by a jetty; and

    -- 105 square feet is used for a footbridge.

San Francisco claims $1,725,136 in unpaid rent and interest for
the alleged encroachment from February 15, 1994 -- the date of a
letter from PG&E discussing the paper streets, which San
Francisco treats as equitably tolling any statutes of limitation
-- through April 12, 2004.

Mr. Kessler notes that San Francisco apparently bases its Claim
on the legal theories of trespass, public nuisance, "mesne
profits," and assumpsit and unjust enrichment.  PG&E has asserted
several defenses to, and noted several factual errors in, the
Claim, each of which warrants the entry of an order summarily
adjudicating that the entire claim, or at least a part of it, is
invalid as a matter of law.

According to Mr. Kessler, the defenses are of three types:

    -- consent or waiver;
    -- statute of limitations; and
    -- failure to state a prima facie claim.

The factual errors involve overstatements of the area and
duration of the encroachment.

Mr. Kessler explains that the consent or waiver defenses apply to
whatever legal theory underlies the claim.  Waiver bars any
recovery, while consent bars any recovery for the time after
July 9, 1998.  On that date, San Francisco and PG&E entered a
written agreement in which San Francisco, while knowing that the
Hunter's Point Plant encroaches on its paper streets, expressly
authorized PG&E to continue occupying and operating the Hunter's
Point Plant in exchange for several forms of valuable
consideration other than rent.  Because the Claim requires an
unauthorized or wrongful encroachment, it is barred at least from
and after July 9, 1998, for the encroachment has since then been
authorized by contract.  By entering that contract, moreover, San
Francisco waived any claims for rent, future or past.

With respect to the statute of limitation defense, Mr. Kessler
states that it applies in some way to whatever cause of action
underlies the Claim -- which was filed on October 3, 2001.  The
applicable statute either bars:

    (a) the entire claim -- if it is for permanent trespass;

    (b) that part for the period before October 3, 1998 -- if it
        is for continuing trespass; or

    (c) that part for the period before October 3, 1996 -- if it
        is for mesne profits.

Mr. Kessler points out that the possibility that the claim is for
mesne profits is barred by PG&E's third defense -- the failure to
state a valid prima facie claim.  While San Francisco mentioned
mesne profits in opposing PG&E's objection, it has not identified
the elements of a cause of action entitling it to that somewhat-
obscure remedy, let alone shown how the present facts satisfy
those elements.  For other reasons, PG&E's occupancy of the paper
streets cannot constitute a public nuisance.  To the extent the
Claim is based on either theory, it should be disallowed as prima
facie insufficient.

In addition to asserting affirmative defenses, PG&E asks the
Court to summarily adjudicate, based on undisputed facts, that
the Hunter's Point Plant does not occupy the entire area alleged,
and has not done so for the entire time alleged.  While the
errors the argument asserts are factual, PG&E states that it can
establish those errors by undisputed evidence.  Specifically,
PG&E possesses declarations establishing that:

    (a) those portions of the four paper streets included in the
        asserted encroachment are actually located outside the
        Hunter's Point Plant's fenced perimeter;

    (b) the jetty, excluding the footbridge, has never been
        occupied or used by PG&E; and

    (c) the area occupied by the footbridge has only been occupied
        or used before the bridge's construction in 2002.

                  Undergrounding and Streetlight
                       Component of Claim

PG&E also seeks to resolve two components under San Francisco's
Claim, which concerns:

    (a) the "Undergrounding" item under the "1997 Master
        Agreement" -- this claim asserts attorney's fees
        that San Francisco allegedly incurred because of PG&E's
        failure to finish undergrounding 42 miles' worth of
        overhead utilities, by the purported deadline in the
        parties' Master Agreement; and

    (b) claim 10(c)(streetlights) in the "Indemnity Claims" item
        under the "Franchise Agreement And Administrative Code
        Chapter 11" -- this claim asserts San Francisco's
        $80,000 projected cost of conducting a district-by-
        district inspection of streetlights installed by PG&E,
        pursuant to the Master Agreement, to determine if any of
        the lights are defective.

PG&E wants the Court to declare that the two component claims are
invalid as a matter of law and should be disallowed, either in
whole or in part.

With respect to the undergrounding claim, Mr. Kessler explains
that San Francisco fails to identify any reason why, assuming
arguendo that the Master Agreement did require PG&E to complete
42 miles of undergrounding by January 1, 2002, San Francisco
would be entitled to recover attorney's fees incurred as a result
of any delay.  San Francisco claims those fees as part of its
alleged damages, but it identifies neither any part of the Master
Agreement, nor any ordinance, statute, or other law, entitling it
to recover them.  The "American Rule" regarding attorney's fees
thus bars that portion of the undergrounding claim, and PG&E
seeks an order limiting it accordingly.

As to the streetlights-inspection claim, San Francisco identifies
no part of the Master Agreement, and no other legal authority,
obliging PG&E to pay for the inspection San Francisco proposes --
or for any inspection.  Moreover, San Francisco has only
conducted a small portion of the citywide inspection whose total
projected cost it seeks to recover, despite the lapse of nearly
three years since it filed its claim.  PG&E, thus, asks the Court
to declare that:

    -- the claim is invalid in its entirety because San Francisco
       has failed to establish its prima facie basis; or

    -- all parts of the claim, other than a $3,177 alleged cost of
       inspection actually made, must be immediately disallowed
       as speculative, with the $3,177 to remain in dispute.

Headquartered in San Francisco, California, Pacific Gas and
Electric Company -- a wholly owned  
subsidiary of PG&E Corporation (NYSE:PCG), is one of the largest
combination natural gas and electric utilities in the United
States.  The Company filed for Chapter 11 protection on April 6,
2001 (Bankr. N.D. Calif. Case No. 01-30923).  James L. Lopes,
Esq., William J. Lafferty, Esq., and Jeffrey L. Schaffer, Esq., at
Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent the
Debtors in their restructuring efforts.  On June 30, 2001, the
Company listed $23,216,000,000 in assets and $22,152,000,000 in
debts.  Pacific Gas and Electric emerged from chapter 11
protection on April 12, 2004, paying all creditors 100 cents-on-
the-dollar plus post-petition interest.  (Pacific Gas Bankruptcy
News, Issue No. 84; Bankruptcy Creditors' Service, Inc.,

PAN AMERICAN: Fitch Puts 'B+' Rating on Planned $100 Million Issue
Fitch Ratings assigned a senior unsecured foreign currency rating
of 'B+' to Pan American Energy LLC, as well as the proposed
issuance of US$100 million by Pan American Energy LLC, Argentine
Branch (Argentine Branch) under its US$1 billion global medium-
term note program.  The notes will be guaranteed by Pan American
Energy.  The proceeds from the issuance will be used for capital
expenditures in Argentina and extending the existing debt profile.
The Rating Outlook is Stable.

The rating reflects:

   (1) Pan American Energy's strong and expanding asset base of
       hydrocarbon reserves,

   (2) its position as the second largest hydrocarbon producer in
       Argentina, strong U.S. dollar revenues from exports of oil
       and gas, ability to retain a material amount of export
       revenues offshore,

   (3) benefits related to its ownership by BP plc (Fitch rated

   (4) strong credit protection measures,

   (5) conservative financial position, and manageable debt
       maturity profile.

The rating also reflects:

   (1) concentration of assets in Argentina, which remains in
       default in its sovereign debt obligations,

   (2) potential for increased interference in Argentine export
       taxes or remittance requirements,

   (3) political concerns in Bolivia,

   (4) inherent risks of commodity price volatility, and

   (5) small size relative to BP's consolidated operations.

The Argentine Branch, rated 'AA(arg)' on the national scale by
Fitch, has historically been the primary Pan American Energy
subsidiary both in terms of assets and revenues and the entity
that assumes the financial debt for the whole group.  The company
has demonstrated its success in navigating the Argentine
environment to date.  Pan American Energy's ability to generate
sufficient cash flow to repay dollar denominated debt coupled with
its right to maintain 70% of export proceeds outside Argentina has
mitigated the risks associated with having the majority of its
assets and cash generating activities concentrated in Argentina.  
Due to the combination of maintaining 70% of its export revenues
abroad and the company's prudent financial strategy, Pan American
Energy never failed to meet scheduled debt services despite
currency controls imposed during the height of the Argentine

Nevertheless, a material level of uncertainty exists surrounding
the future Argentine political and economic environment.  The
Argentine Ministry of Economy increased taxes on exports in August
2004, establishing a sliding tax scale based on WTI prices, which
essentially limits upside cash flow benefits from hydrocarbon
exports.  Pan American Energy may be subject to additional
government interference such as further changes in retention rates
and taxes or imposing transferability or exchange controls on hard
currency, which could reduce U.S. dollar cash flow available to
meet financial obligations.  At this time, the likelihood or level
of further interference is uncertain, although these risks could
ease should the Argentine government reach an agreement with
creditors and the International Monetary Fund -- IMF.

Oil revenues account for approximately 82% of total revenues and
provide a significant source of U.S. dollars and dollar-related
cash flow.  Off-take risk is mitigated through contracts for
export sales with strong credit quality off-takers.  In the local
market, off-takers include mainly Shell among others.

Historically, Pan American Energy's main cash generating assets
were located in Argentina.  Oil production at Cerro Dragon (San
Jorge Basin) accounts for more than 75% of total production while
gas production is geographically more diversified.  Pan American
Energy also benefits from BP and Bridas' expertise in both the oil
and gas businesses.  Reserve replacement and production costs are
generally lower than industry averages and have been improving
over time (both around US$1.6/boe), resulting in a high EBITDA
margin (averaging above 60% over the past five years).

Pan American Energy's growth strategy is focused on exploration
and production -- E&P, primarily in the development of the
existing portfolio.  The company has been drilling approximately
200 wells per year and is currently at its peak of production.  
The company is expected to continue with its development strategy.  
Pan American Energy has historically maintained a three-year
reserve replacement ratio between 3.3 times (x) and 7.5x, and, as
of the 2003 fiscal year-end, average reserve life reached 21 years
(15 oil and 27 gas).

Total financial debt at June 2004 was approximately $686 million,
with a total financial debt-to-EBITDA of 0.6x and debt-to-total
capital of 16%.  While Pan American Energy's leverage may increase
in the future, the company's financial strategy is to maintain a
conservative capital structure in the current environment.  Pan
American Energy's current debt profile includes short-term debt of
US$178 million and total long-term debt (including current portion
of long-term debt) of US$508 million.  Core borrowing facilities
are generally held at the Argentine Branch level.  Given Pan
American Energy's conservative balance sheet, the company is
expected to continue to issue debt on a periodic basis to
refinance maturities, extend the average life of its debt and
maintain a relatively stable debt-to-capitalization ratio.  The
company faces maturities of approximately US$170 million in 2005
and US$90 million in 2006.  Short-term cash needs should be
adequately covered through cash balances, cash from operations
plus access to working capital financing.  The proposed issuance
is expected to be used for capital expenditures in Argentina and
extend debt maturities.

Pan American Energy has demonstrated its ability to access
financial markets and refinance outstanding debt, which has been
supported by a combination of conservative capital structure,
increasing levels of cash generation, and a manageable debt
amortization schedule.  During 2002 and 2003, at a time when
financial and capital markets were closed for most Argentine
companies, Pan American Energy was able to raise funds multiple
times for refinancing and working capital purposes.

Credit protection measures have historically been strong, although
somewhat volatile, driven by fluctuations in international crude
prices.  For the six-month period through June 2004, Pan American
Energy reported a total EBITDA of US$446 million, compared with a
total EBITDA of US$336 million for the same period in 2003,
reflecting increased production of oil, gas, and liquid petroleum
gas -- LPG and higher prices.  The company reported an EBITDA-to-
interest ratio of 24.3x. Continued growth in oil production and
additional contribution from the gas business, as well as cost
controls, have allowed the company to improve cash flow.

Pan American Energy's upstream activities dominate cash flow and
include a healthy mix of stable on-shore Argentine fields and high
potential Bolivian and off-shore Argentine fields.  The benefits
of the company's mid-downstream assets are largely strategic.  Pan
American Energy's main asset outside Argentina is its 50% interest
in Empresa Chaco in Bolivia, which accounts for approximately 7%
of the combined production, representing almost US$80 million of
revenue (at 50% ownership) and an estimated EBITDA of
approximately US$30 million per year.  Fitch remains concerned
about the political landscape in Bolivia and potential changes to
the hydrocarbon law.  However, any likely change is not expected
to affect the ratings of Pan American Energy.

Pan American Energy is owned 60% by BP and 40% by Bridas and has
been the vehicle for the exploration and production of oil and gas
and mid- and downstream gas activities in the southern cone.

RAMP CORP: Ability to Continue as a Going Concern is in Doubt
Ramp Corporation (f/k/a Medix Resources, Inc.) reported that it
has experienced substantial recurring losses to date which raise
substantial doubt about its ability to continue as a going

At June 30, 2004, the Company had a working capital deficit of
$7,375,000.  Management continues to pursue fund-raising
activities, including private placements, to continue to fund the
Company's operations until such time as revenues are sufficient to
support operations. There can be no assurances that additional
funds will be raised or that the Company will ever be profitable.  

Ramp has reported net losses of $31,321,000, $9,014,000 and
$10,636,000 for the years ended Dec. 31, 2003, 2002 and 2001,
respectively, and $15,955,000 for the six months ended June 30,

At June 30, 2004, the Company had an accumulated deficit of
$87,482,000.  The Company relies on investments and financings to
provide working capital. While management believes the Company can
continue to sell its securities to raise the cash needed to
continue operating until cash flow from operations can support its
business, there can be no assurance that this will occur.  There
can be no assurance that additional investments in Ramp's
securities or other debt or equity financings will be available to
it on favorable terms, or at all, to adequately support the
development and deployment of its technology.  Failure to obtain
such capital on a timely basis could result in lost business

Ramp's independent accountants have advised management and the
Audit Committee that there were material weaknesses in Ramp's
internal controls and procedures during fiscal year 2003, which
management believes have continued through the fiscal period ended
June 30, 2004. The Company has taken steps and has a plan to
correct the material weaknesses.  Progress was made in both the
first and second quarters, however management believes that if
these material weaknesses are not corrected, a potential
misapplication of generally accepted accounting principles or
potential accounting error in the Company's consolidated financial
statements could occur. Enhancing its internal controls to correct
the material weaknesses has, and will, result in increased costs
to the Company.

                        About the Company

Ramp Corporation (f/k/a Medix Resources, Inc.) develops and
markets healthcare connectivity software centered around its
CarePoint Suite of healthcare communication technology products
for electronic prescribing of drugs, laboratory orders and
results, Internet-based communication, data integration and
transaction processing through a handheld device or browser, at
the patient point-of-care.  The Company's products enable
communication of healthcare information among physicians' offices,
pharmacies, hospitals, pharmacy benefit managers, health
management organizations, pharmaceutical companies and health
insurance companies.  Its technology is designed to provide access
to safer, better healthcare and more accurate and less expensive
patient point-of-care information gathering and processing.

REFCO GROUP: Taps Heidrick & Struggles to Hunt for New CFO
Refco Group, Ltd, LLC said Robert C. Trosten, Executive Vice
President and Chief Financial Officer, will be leaving the company
to pursue other opportunities. At the same time, Refco also stated
that it has engaged Heidrick & Struggles to assist in hiring a new
chief financial officer.

Phillip R. Bennett, Chairman and CEO of Refco, said, "Rob has
brought tremendous energy and skill to the leadership of Refco's
financial operations, and played a leading role in our recent
transforming recapitalization. We're grateful for Rob's many
contributions as well and his dedication and hard work. We wish
him the best in his future endeavors."

Mr. Trosten said, "Much of the work that I anticipated when I came
to Refco is now complete, and the company is on a strong financial
path. Although I leave behind many friends and a great company, I
am excited about the challenges that lie ahead for me."

                     About Refco Group, Ltd.

Refco Group, Ltd., LLC -- is a  
diversified financial services organization with operations in 14
countries and an extensive global institutional and retail client
base. Refco Group's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London,
Frankfurt, Paris and Singapore. In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.

                          *     *     *

As reported in the Troubled Company Reporter on July 14, 2004,
Standard & Poor's Ratings Services assigned its 'BB-' long-term
counterparty credit rating to Refco Group Ltd., its 'BB-' rating
to the firm's $800 million senior secured bank term loan and $75
million senior secured revolving credit facility, and its 'B'
rating to the firm's $600 million senior subordinated notes due
2012. The outlook is stable.

The proceeds from the note issuance and the senior secured bank
loan, with the addition of an equity investment from Thomas H. Lee
Partners L.P., will be used to recapitalize the firm, including
the buyout of certain shareholders.

"The ratings are based on Refco's strong and well-established
franchise as one of the leading firms in futures and options
brokerage, prime brokerage, U.S. Treasury, and foreign exchange
markets," said Standard & Poor's credit analyst Tom Foley. The
firm also has a strong and well-seasoned management team and a
good earnings track record. Offsetting these strengths is the
weak capitalization, pro forma for the recapitalization, with
respect to tangible equity.

RIVERSIDE FOREST: Tolko Asks Securities Commission to Halt Trading
Tolko Industries Ltd. applied to the BC Securities Commission for
an order cease trading the common share purchase rights issued
under a shareholders rights plan adopted by Riverside Forest
Products Limited on Oct. 5, 2004.  The hearing will be held on
Oct. 18, 2004.

Trevor Jahnig, Tolko's Vice-President of Finance & CFO said: "The
shareholders' rights plan should be terminated so that the rights
of all shareholders are protected."

As reported in the Troubled Company Reporter on Oct. 05, 2004,
Tolko Industries asked the British Columbia Supreme Court to
declare that the shareholder rights plan of Riverside Forest is
null and void and of no force and effect in another attempt to
ensure the successful closure of its bid to overtake Riverside

The basis of the petition is the fact that, with an authorized
capital of only 25,000,000 common shares of which 9,434,987 have
been issued, Riverside cannot issue the enormous number of shares
required under the rights plan if the plan is triggered.  
Riverside would have to be able to issue in excess of 76,000,000
additional common shares and they are unable to do so.

As reported in the Troubled Company Reporter on Oct. 07, 2004, the
Board of Directors of Riverside Forest Products Limited has
approved the adoption, subject to regulatory approval, of a
limited duration shareholder rights plan in response to Tolko
Industries' petition.

The Limited Duration Plan was adopted as a precautionary measure,
to protect shareholders' interests if Tolko's technical objection
to Riverside's existing shareholder rights plan prevails.  The
Limited Duration Plan will come into effect only if the existing
rights plan is nullified by the Court, either at the hearing
scheduled on Oct. 5 or at some other time.

The purpose of the Limited Duration Plan is to give Riverside's
shareholders the benefits afforded by the existing rights plan, by
encouraging the fair treatment of Riverside shareholders,
providing them with time to consider the alternatives before them,
and discouraging creeping take-overs.

As reported in the Troubled Company Reporter on Oct. 08, 2004,
Tolko Industries extended the expiry of its Aug. 31, 2004 offer to
acquire all of the outstanding common shares of Riverside Forest
Products Limited to 9:00 pm (Vancouver time) on Oct. 22, 2004.  

Tolko Industries is a family-owned forest products company based
in the interior of British Columbia in Vernon.  Tolko manufactures
and markets specialty forest products to world markets.  The
Company was incorporated in 1961 and has grown to more than 2,400
employees in 10 manufacturing divisions and three sales and
marketing offices in British Columbia, Alberta, Saskatchewan and

Tolko has been a shareholder of Riverside since 2000.

Riverside Forest Products Limited is the fourth largest lumber
producer in British Columbia with over 1.0 Bbf of annual capacity
and an annual allowable cut of 3.1 million cubic metres.  The
company is also the second largest plywood and veneer producer in

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 08, 2004,
Moody's Investors Service affirmed Riverside Forest Products
Limited's B2 senior unsecured rating and changed the outlook to
developing.  The rating action follows the announcement that
Riverside has signed a definitive agreement with International
Forest Products Limited -- Interfor -- pursuant to which Interfor
will make an offer to acquire up to 100 percent, but a minimum of
51%, of Riverside.  The offer is for $39 in cash and Interfor
Class A shares, to a maximum of $184 million in cash, or $35 in
cash and shares plus a Contingent Value Right to receive any U.S.
softwood duty refunds received by Riverside on or before
December 31, 2007.  If successful, the transaction will close by

As reported in the Troubled Company Reporter on August 27, 2004,
Standard & Poor's Ratings Services placed its 'B+' long-term
corporate credit and senior unsecured debt ratings on Kelowna,
B.C.-based Riverside Forest Products Ltd. on CreditWatch with
developing implications following the company's announcement that
it would reject an unsolicited takeover offer from privately held
Tolko Industries Ltd.

SEISMIC ENTERTAINMENT: Voluntary Chapter 7 Case Summary
Debtor: Seismic Entertainment Productions, Inc.
        dba Plum Crazy Bar & Grill
        dba Club Vibe
        11 Farmington Road
        Rochester, New Hampshire 03867

Bankruptcy Case No.: 04-13523

Type of Business: The Debtor operates a restaurant.

Chapter 7 Petition Date: October 4, 2004

Court: District of New Hampshire (Manchester)

Judge: J. Michael Deasy

Debtor's Counsel: Mark D. Hanlon, Esq.
                  Hanlon & Zubkus
                  27 North Main Street
                  Rochester, NH 03867
                  Tel: 603-332-8499
                  Fax: 603-332-5571

Estimated Assets: Unstated

Estimated Debts:  $0 to $50,000

The Debtor did not file a list of its 20 largest unsecured

SHOWCASE AUTO: Has Until Dec. 13 to Make Lease-Related Decisions
The Honorable Thomas Holman of the U.S. Bankruptcy Court for the
Eastern District of California extended, until Dec. 13, 2004, the
period within which Showcase Auto Plaza, can elect to assume,
assume and assign, or reject its unexpired nonresidential real
property leases.

The Debtor tells the Court that it is a party to two non-
residential property leases:

  Lessor                Property Leased      Monthly Lease Payment  
  ------                ---------------      ---------------------
  Leonard Lovalvo       3737 McHenry Avenue         $34,500
                        Modesto, California

  Oasis                 5001 McHenry Avenue           7,716
  1819 S. Walnut St.    Modesto, California
  Turlock, Calif. 95380

The Debtor reports that it continues to operate and market its car
dealership business for sale on an expedited basis as part of its
reorganization process.  An agreement to sell the assets of the
business and assign the car dealerships has been reached.

The Debtor intends to assume and assign the property leases as
part of the sale package to sell the assets of the business once
the Court approves the sale package.

The Debtor explains that the extension will provide more time to
resolve several conditions and issues in connection with the
closing of the sale package for the assets of the business. The
Debtor adds that if the Court does not approve the sale package,
the Debtor's assets may be sold on a piecemeal basis and it may
reject the nonresidential property leases.

The Debtor assures Judge Holman that it is current on all lease
payments to both Oasis and Leonardo Lovalvo. The Debtor adds that
it has reached an agreement with Leonardo Lovalvo for the deferral
of its monthly rent that exceeds $17,000 for the first few months
of the commencement of its chapter 11 case.

Headquartered in Modesto, California, Showcase Auto -- sells automobiles and   
provides auto service and repair. The Company filed for chapter  
11 protection on July 15, 2004 (Bankr. E.D. Calif. Case No.  
04-92709). Donald W. Fitzgerald, Esq., at Felderstein Fitzgerald  
Willoughby & Pascuzzi LLP, represents the Debtor in its
restructuring efforts. When the Debtor filed for protection from
its creditors, it estimated assets and debts of more than $10

TANGO INC: Plans to Expand Capacity at Portland Location
Tango Incorporated's (OTCBB:TNGO) Board of Directors has approved
a plan to acquire an additional $500,000 worth of new equipment to
maintain pace with the growth of the Company. The Board believes
that the additional capacity will handle up to an additional
$200,000 a month in revenue, while costing approximately $50,000 a
month for financing and labor costs to run the machines. Tango
plans to pay for the additional equipment by securing equipment
lease financing, which should set the payments for finance charges
for all the equipment at around $9,500 a month for a period of 60
months. Tango also expects that obtaining this additional
equipment will increase its abilities and maintain its edge in
specialty printing, thereby achieving its corporate mission of
being a leader in the printing business.

A large portion of the investment will be made into machines from
TAZ America. Tango uses TAZ equipment because of its reliability
and consistency. Tango's corporate plans include using only TAZ
equipment, thereby reducing maintenance/repair costs, getting
equipment consistency and reducing overall operating costs.

"We believe this investment is in line with the goals established
earlier this year when we initiated our turnaround strategy. We
have increased sales, rebuilt our management team, invested into
new software systems to streamline the operations, recruited world
class talent for our Art Department and laid a foundation for
building one of the leading screen printers in the world. This
additional equipment represents Tango's ability to start crossing
certain barriers and achieving certain thresholds, and could
potentially be a major milestone in building a world-class
operation and producing strong profitability," said Todd Violette,
Chairman and COO.

                           About Tango
Tango Incorporated is a leading garment manufacturing and
distribution company, with a goal of becoming a dominant leader in
the industry. Tango pursues opportunities, both domestically and
internationally. Tango provides major branded apparel the ability
to produce the highest quality merchandise, while protecting the
integrity of their brand. Tango serves as a trusted ally,
providing them with quality production and on-time delivery, with
maximum efficiency and reliability. Tango becomes a business
partner by providing economic solutions for development of their
brand. Tango provides a work environment that is rewarding to its
employees and at the same time has an aggressive plan for growth.
Tango is currently producing for many major brands, including
Nike, Nike Jordan and RocaWear.

                          *     *     *

                       Going Concern Doubt

In its Form 10-QSB for the quarterly period ended April 30, 2004,
filed with the Securities and Exchange Commission, Tango Inc.
reported that, as of April 31, 2003 and 2004, its auditors
expressed substantial doubt about the company's ability to
continue as a going concern in light of continued net losses and
working capital deficits.

TENET HEALTHCARE: Selling 3 Massachusetts Hospitals to Vanguard
Tenet Healthcare Corporation (NYSE:THC) said several of its
subsidiaries have signed a definitive agreement to sell three
acute care hospitals in Massachusetts to a subsidiary of Vanguard
Health Systems, Inc. The hospitals are:

   -- 348-bed Saint Vincent Hospital at Worcester Medical Center
      in Worcester; and

   -- 420-bed, two-campus MetroWest Medical Center, consisting of:
         -- Leonard Morse Hospital in Natick, and
         -- Framingham Union Hospital in Framingham.

Net after-tax proceeds, including the liquidation of working
capital, are estimated to be approximately $167 million. The
company expects to use the proceeds of the sale for general
corporate purposes.

Vanguard, which is based in Nashville, Tenn., owns and operates 16
acute care hospitals and complementary facilities and services in
Chicago, Ill.; Phoenix, Ariz.; Orange County, Calif.; and San
Antonio, Texas. The company's strategy is to develop locally
branded, comprehensive health care delivery networks in urban

Vanguard has committed to continue to operate the three facilities
as acute care hospitals. Vanguard also has committed to offer
employment to substantially all employees of the three hospitals
and intends to offer employees substantially the same salary and
benefit packages that are currently in place. Additionally,
Vanguard has agreed to recognize any existing collective
bargaining units. The sale is expected to be completed by Dec. 31,
subject to regulatory approvals and certain other closing

"Each of these three hospitals is an important resource in its
community and we are pleased to be able to transfer ownership to a
well-established hospital company like Vanguard whose management
has acute care hospital operating experience in Massachusetts,"
said W. Randolph Smith, president of Tenet's former Western
Division, who is overseeing the company's previously announced
divestiture program. "This agreement fulfills our commitment to
the Worcester and MetroWest communities to find a qualified buyer
who will continue to operate these hospitals as acute care
facilities. And this transaction marks another major milestone in
our divestiture program."

The three Massachusetts hospitals are among 27 hospitals Tenet
announced it was divesting on Jan. 28, 2004. With Tuesday's
announcement, Tenet has either entered into definitive agreements
to sell, or completed the divestiture of, 18 of the 27 facilities.
Discussions and negotiations with potential buyers for the
remaining nine hospitals slated for divestiture are ongoing.

Below is a summary of previously announced transactions:

   -- In June, Tenet completed the sale of Brownsville Medical
      Center in Brownsville, Texas, to Valley Baptist Health
      System. Net after-tax proceeds, including the liquidation of
      working capital, are estimated to be approximately $68

   -- In July, Tenet entered into a definitive agreement to sell
      four hospitals in the East Los Angeles area to AHMC Inc.
      Estimated net after-tax proceeds, including the liquidation
      of working capital, are estimated to be approximately $95
      million. That transaction is expected to be complete by
      Oct. 31.

   -- Also in July, Tenet returned 232-bed Doctors Medical Center
      - San Pablo in San Pablo, Calif., to the West Contra Costa
      Health Care District, the entity from which the company had
      been leasing the facility.

   -- In August, Tenet announced it was transferring ownership of
      three West Los Angeles-area hospitals to Centinela Freeman
      HealthSystem, a new community-based health care delivery
      network in Los Angeles. In agreement with the new owner,
      terms of the transaction were not immediately disclosed.
      That transaction is expected to be complete by Oct. 31,
      subject to regulatory approvals.

   -- Also in August, Tenet completed the sale of Doctors Hospital
      of Jefferson in Metairie, La., to East Jefferson General
      Hospital. Net after-tax proceeds, including the liquidation
      of working capital, are estimated to be approximately
      $33 million.

   -- In September, Tenet entered into a definitive agreement to
      sell 225-bed Midway Hospital Medical Center in Los Angeles
      to Physicians of Midway, Inc. Net after-tax proceeds,
      including the liquidation of working capital, are estimated
      to be approximately $11 million. The transaction is expected
      to conclude following completion of normal regulatory

   -- Also in September, Tenet entered into a definitive agreement
      to sell four acute care hospitals in Orange County, Calif.,
      to Costa Mesa-based Integrated Healthcare Holdings, Inc. Net
      after-tax proceeds, including the liquidation of working
      capital, are estimated to be approximately $72 million. The
      transaction is expected to be complete by Nov. 30, subject
      to customary regulatory approvals.

                        About the Company

Tenet Healthcare Corporation, through its subsidiaries, owns and
operates acute care hospitals and related health care services.
Tenet's hospitals aim to provide the best possible care to every
patient who comes through their doors, with a clear focus on
quality and service. Tenet can be found on the World Wide Web at

                          *     *     *

As reported in the Troubled Company Reporter on June 21, 2004,
Standard & Poor's Ratings Services said that the ratings and
outlook on Tenet Healthcare Corp. (B/Negative/--) will not be
affected by an increase in the size of the company's new
senior unsecured note issue due in 2014, to $1 billion from
$500 million. Tenet used $450 million of the proceeds to repay
debt due in 2006 and 2007, and the balance will be retained in
cash reserves. Despite the additional debt and interest costs,
Standard & Poor's considers the additional liquidity provided by
the cash, as well as the effective extension of maturities, to be
offsetting factors. The ratings already consider expectations of
weak operating performance and cash flow over the next year while
the negative outlook incorporates the risk of ongoing litigation
and investigations related to the hospital chain's operations.

THIRTEENTH FLOOR: Case Summary & 13 Largest Unsecured Creditors
Debtor: Thirteenth Floor Entertainment Centers, LLC
        fdba Premier Health and Fitness, LLC
        P.O. Box 34396
        Louisville, Kentucky 40232

Bankruptcy Case No.: 04-36349

Type of Business: The Debtor operates a Fitness Gym.

Chapter 11 Petition Date: October 4, 2004

Court: Western District of Kentucky (Louisville)

Judge: Thomas H. Fulton

Debtor's Counsel: Bruce D. Atherton, Esq.
                  Atherton & Associates LLC
                  624 W. Main Street, Suite 500
                  Louisville, KY 40202
                  Tel: 502-595-8500
                  Fax: 502-595-8506

Total Assets: $0 to $50,000

Total Debts:  $1 Million to $10 Million

Debtor's 13 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Scarborough Mechanical Services, Inc.      $268,574
4615 Bittersweet Road
Louisville, KY 40218

Hourstborne-Shelbyville Road               $200,624

Studio "A" Architecture                     $65,658

Sisco HVAC Contractor, Inc.                 $43,610

DeGrella Tile, Inc.                         $38,934

Cordish Company                             $62,910

Louisville Underlayment, Inc.               $21,225

Precision Door & Glass                      $17,955

Craigs Printing                              $7,420

Minuteman Press                              $4,657

Kerr Grulich                                 $4,450

Three D's Inc.                               $2,585            

Adams Cabinetry                              $2,250

TIRO ACQUISITION: Case Summary & 20 Largest Unsecured Creditors
Lead Debtor: Tiro Acquisition LLC
             c/o Dailey Capital Management LP
             2507 Post Road
             Southport, Connecticut 06890

Bankruptcy Case No.: 04-12938

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Tiro Industries, LLC                       04-12939
      Nadeon, LLC                                04-12940

Type of Business:  The Company develops, manufactures, and
                   packages hair care and other products for
                   professional salons.  

Chapter 11 Petition Date: October 12, 2004

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtor's Counsel: James E. O'Neill, Esq.
                  Laura Davis Jones, Esq.
                  Pachulski, Stang, Ziehl, Young & Jones
                  919 North Market Street, 16th Floor
                  P.O. Box 8705
                  Wilmington, Delaware 19899-8705
                  Tel: 302-652-4100
                  Fax: 302-652-4400

                           Total Assets         Total Debts
                           ------------         -----------
Tiro Acquisition LLC  $10 Mil. to $50 Mil.  $10 Mil. to $50 Mil.
Tiro Industries, LLC  $10 Mil. to $50 Mil.  $10 Mil. to $50 Mil.
Nadeon, LLC           $10 Mil. to $50 Mil.  $10 Mil. to $50 Mil.

Tiro Industries, LLC's 20 largest unsecured creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Brenntag Great Lakes          Trade Debt              $1,021,772
2130 Energy Park Drive
Saint Paul, Minnesota 55108

Victorial Industrial          Trade Debt                $924,087
One Kimberly Road
Unit 1818 Miramar Tower
Tsim Sha Taul
Kowloon, Hong Kong

Kauffman Container            Trade Debt                $626,442
1227 East Hennepin Avenue
Minneapolis, Minnesota 55414

TricorBraun                   Trade Debt                $551,047
One West Water Street #260
Saint Paul, Minnesota 55107

ISP Technologies              Trade Debt                $505,115
1361 Alps Road
Wayne, New Jersey 07470

Technical Propellants         Trade Debt                $406,210
6440 East Collins Road
Morris, Illinois 60450

CCL Container                 Trade Debt                $358,644
One Llodio Drive
Hermitage, Pennsylvania 16148

Wella Manufacturing           Trade Debt                $315,237
4650 Oakley's Lane
Richmond, Virginia 23231

Silgan Plastics               Trade Debt                $283,414
2 Powell Lane
PennYan, New York 14527

Central Container             Trade Debt                $281,162
PO Box 43310
Minneapolis, Minnesota 55443

Spentech Plastic Corporation  Trade Debt                $267,918
5791 Eastport Boulevard
Richmond, Virginia 23231

U.S. Can Company              Trade Debt                $230,380

Eyelet Crafters               Trade Debt                $230,260

Koch Logistics                Trade Debt                $226,027

CCL Plastic Packaging         Trade Debt                $193,810

Seaquist Perfect              Trade Debt                $192,941

Cognis Corporation            Trade Debt                $182,772

Pitney, Hardin                Trade Debt                $159,901

Excel Staffing                Trade Debt                $147,580

Chem Central                  Trade Debt                $131,386

UAL CORP: Reports September 2004 Traffic Results
With its flights averaging 77.5% full in September, United
Airlines has broken its load-factor record for the month, as it
has in each of the last six months.  United's total scheduled
revenue passenger miles (RPMs) increased in September 2004 by
11.1% on a capacity increase of 7.3% available seat miles (ASMs)
vs. the same period in 2003.  

United is the world's second largest airline, operating more than
3,500 flights a day on United, United Express and Ted to more than
200 U.S. domestic and international destinations from its hubs in
Los Angeles, San Francisco, Denver, Chicago and Washington, D.C.
United is the world's largest international carrier (measured by
revenue passenger miles) with key global air rights in the Asia-
Pacific region and Europe.  United is also a founding member of
Star Alliance, which provides connections for our customers to
more than 700 destinations in over 130 countries worldwide.  
United's nearly 62,000 employees reside in every state in the U.S
and in many countries around the world.  

                                 2004          2003       Percent
                                 September     September  Change
                                 --------      --------  -------
Scheduled Service Only:
   Revenue Plane Miles         65,159,000    61,610,000     5.8%
   Number Of Departures            50,420        48,761     3.4%
   Revenue Passengers           5,707,000     5,125,000    11.4%

Revenue Passenger Miles (000):
   North America                5,741,844     5,028,368    14.2%
   Pacific                      1,899,486     1,742,184     9.0%
   Atlantic                     1,388,777     1,304,343     6.5%
   Latin America                  236,480       266,418   -11.2%
   System                       9,266,587     8,341,313    11.1%

Available Seat Miles (000):
   North America                7,697,049     7,094,357     8.5%
   Pacific                      2,370,965     2,127,265    11.5%
   Atlantic                     1,580,223     1,529,646     3.3%
   Latin America                  309,285       389,968   -20.7%
   System                      11,957,522    11,141,236     7.3%

   Passenger Load Factor (Percent):
   North America                     74.6          70.9     3.7%
   Pacific                           80.1          81.9    -1.8%
   Atlantic                          87.9          85.3     2.6%
   Latin America                     76.5          68.3     8.2%
   System                            77.5          74.9     2.6%

Cargo Ton Miles (000):
   Freight                        148,751       111,397    33.5%
   Mail                            28,004        30,717    -8.8%
   System                         176,755       142,114    24.4%

Total System Inc Charter (000):
   Revenue Passenger Miles      9,351,762     8,387,793    11.5%
   Available Seat Miles        11,058,460    11,199,171     7.7%
   Revenue Psgr. Km.           15,049,791    13,498,475    11.5%
   Available Seat Km.          19,405,680    18,022,826     7.7%
   Total Revenue Ton Miles      1,111,931       980,893    13.4%
   Total Avail. Ton Miles       1,905,627     1,760,661     8.2%
   Total Rev. Ton Km.           1,612,543     1,422,348    13.4%
   Total Avail. Ton Km.         2,782,215     2,570,565     8.2%

                                      Year To Date
                                -----------------------  Percent
                                  2004           2003    Change
                                --------       --------  -------
Scheduled Service Only:
   Revenue Plane Miles        597,847,000   562,166,000     6.4%
   Number Of Departures           464,391       450,015     3.2%
   Revenue Passengers          53,681,000    49,596,000     8.2%

Revenue Passenger Miles (000):
   North America               55,352,906    50,615,732     9.4%
   Pacific                     17,298,904    13,351,426    29.6%
   Atlantic                    11,608,034    10,533,639    10.2%
   Latin America                2,571,556     2,808,646    -8.4%
   System                      86,831,400    77,309,443    12.3%

Available Seat Miles (000):
   North America               70,901,448    66,606,511     6.4%
   Pacific                     20,510,565    17,631,544    16.3%
   Atlantic                    13,972,066    13,266,293     5.3%
   Latin America                3,291,276     3,842,248   -14.3%
   System                     108,675,355   101,346,596     7.2%

Passenger Load Factor (Percent):
   North America                     78.1          76.0     2.1%
   Pacific                           84.3          75.7     8.6%
   Atlantic                          83.1          79.4     3.7%
   Latin America                     78.1          73.1     5.0%
   System                            79.9          76.3     3.6%

Cargo Ton Miles (000):
   Freight                      1,157,703     1,134,539     2.0%
   Mail                           268,038       285,865    -6.2%
   System                       1,425,741     1,420,404     0.4%

Total System Inc Charter (000):
   Revenue Passenger Miles     87,345,197    77,853,827    12.2%
   Available Seat Miles       109,300,272   102,013,148     7.1%
   Revenue Psgr. Km.          140,564,626   125,290,164    12.2%
   Available Seat Km.         175,896,928   164,169,759     7.1%
   Total Revenue Ton Miles     10,160,285     9,206,063    10.4%
   Total Avail. Ton Miles      17,223,832    16,061,976     7.2%
   Total Rev. Ton Km.          14,732,398    13,349,904    10.4%
   Total Avail. Ton Km.        25,146,795    23,450,485     7.2%

Headquartered in Chicago, Illinois, UAL Corporation -- 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. 62; Bankruptcy Creditors' Service,
Inc., 215/945-7000)   

URS CORPORATION: Wins $286 Million 10-Year U.S. Navy Contract
URS Corporation's (NYSE:URS) EG&G Division has been awarded an
indefinite delivery/ indefinite quantity contract by the U.S. Navy
to provide engineering, technical and logistics services at the
Navy's Fleet Technical Support Center, Atlantic in Hampton Roads,
Virginia. Under the terms of the contract, as the Navy issues
specific task orders, EG&G will provide mechanical and electrical
engineering support; logistics, industrial and installation
services; assessment and maintenance of shipboard systems and
equipment; and training services. The 10-year contract has a
maximum value to URS of $286 million.

Commenting on the contract win, Martin M. Koffel, Chairman and
Chief Executive Officer of URS, said: "This is another significant
win for our EG&G Division, which underscores our leading position
in providing sophisticated engineering, technical and logistics
services to the U.S. military. We look forward to working with the
Navy on this important assignment."

                        About the Company

URS Corporation -- offers a  
comprehensive range of professional planning and design, systems
engineering and technical assistance, program and construction
management, and operations and maintenance services for surface
transportation, air transportation, rail transportation,
industrial process, facilities and logistics support,
water/wastewater treatment, hazardous waste management and
military platforms support. Headquartered in San Francisco, the
Company operates in more than 20 countries with approximately
27,000 employees providing engineering and technical services to
federal, state and local governmental agencies as well as private
clients in the chemical, manufacturing, pharmaceutical, forest
products, mining, oil and gas, and utilities industries.

                          *     *     *

As reported in the Troubled Company Reporter on August 20, 2004,
Moody's upgraded URS Corporation's ratings to reflect the
company's reduced debt balances, improved credit metrics, and
expectations that revenues and margins will support further
improvement in the company's cash flows.  The company's rating
outlook has been changed from positive to stable.

Moody's has upgraded these ratings:

   * $225 million senior secured revolving credit facility, due
     2007, upgraded to Ba2 from Ba3;

   * $84 million senior secured term loan A, due 2007, upgraded to
     Ba2 from Ba3;

   * $270 million senior secured term loan B, due 2008, upgraded
     to Ba2 from Ba3;

   * $130 million 11.5% senior unsecured notes, due 2009, upgraded
     to Ba3 from B1;

   * $20 million 12.25% senior subordinated notes, due 2009,
     upgraded to B1 from B2;

   * Senior Implied, upgraded to Ba2 from Ba3;

   * Senior Unsecured Issuer, upgraded to Ba3 from B1;

   * Speculative Grade Liquidity Rating, upgraded to SGL-1 from

The ratings upgrade:

   (1) reflects the company's improved balance sheet;

   (2) strong operating performance; and

   (3) the expectation that the company's services will continue
       to enjoy stable demand.

In its third fiscal quarter, URS used the net proceeds of an
equity offering, cash on hand and additional borrowings under its
credit facility to redeem $70 million of its 11.5% senior notes
and $180 million of its 12.25% senior subordinated notes.  As a
result of these redemptions, the company's overall debt balance
decreased by over $180 million to about $594 million.  This is a
significant improvement over the $955 million debt balance at
October 31, 2002. The company's ratings also benefit from:

   (1) a stable customer base;

   (2) recurring revenues;

   (3) a $3.9 billion backlog at April 30, 2004; and

   (4) expected increases in defense and homeland security

The ratings are constrained by the challenges the company faces in
growing its state and local revenues due to state budget deficits
and delays in funding of state and local infrastructure projects.
Revenues from the company's private clients are also under
pressure due to reduced levels of capital spending and cost-
cutting measures by the company's private clients.  In 2002, URS
purchased EG&G for $500 million for a purchase multiple that
equates to just under 10 times its fiscal 2003's EBITDA.  This
acquisition transformed URS as EG&G represents around 32% of total
revenues.  Going forward, Moody's does not expect the company to
make large debt-financed acquisitions as URS has publicly stated
that it wants to maintain a debt to capitalization ratio below
40%. A change in policy due to an acquisition or other
transaction, however, would pressure the ratings.  A decrease in
the company's revenues, operating margins and free cash flow
generation would also pressure the rating.

US AIRWAYS: Lenders Consent to Cash Collateral Use Until Jan. 14
Phoenix American Financial Services, Inc., as Loan Administrator,
the Air Transportation Stabilization Board, and Bank of America,
N.A., as Tranche B Lender, gave permission to US Airways, Inc.,
and its debtor-affiliates to use the Cash Collateral until January
14, 2005.

The Debtors are not authorized to use any of the Cash Collateral
to purchase or otherwise acquire aircraft without the prior
written consent of the ATSB Lender Parties.  That prohibition,
however, does not prevent the Debtors from making payments
relating to any aircraft or engine acquired by the Debtors before
the Petition Date.

The Debtors agree that the ATSB Loan Obligations will be entitled
to superpriority administrative expense claim status, subject and
subordinate only to the Carve-out and a fund composed of 40% of
the Unencumbered Chapter 5 Avoidance Proceeds.

At all times during the Final Cash Collateral Period, the Debtors
covenant with the ATSB Lender Parties that they will maintain
Unrestricted Cash in amounts measured as of the close of business:

   (A) Friday of each week, not less than the weekly minimums of

       Unrestricted Cash as:

       For the Week Ending       Weekly Minimum Unrestricted Cash
       -------------------       --------------------------------
            10/22/04                       $754,419,000
            10/29/04                       $762,568,000
            11/05/04                       $776,756,000
            11/12/04                       $684,852,000
            11/19/04                       $713,839,000
            11/26/04                       $723,214,000
            12/03/04                       $656,025,000
            12/10/04                       $659,802,000
            12/17/04                       $636,329,000
            12/24/04                       $653,213,000
            12/31/04                       $648,395,000
            01/07/05                       $575,000,000
            01/14/05                       $550,000,000


   (B) of each day from and after January 2, 2005, through the
       end of the Final Cash Collateral Period, not less than

At no time may the Debtors have cash or cash equivalents of more
than $35,000,000 located in deposit, investment or other accounts
other than in primary deposit accounts, securities accounts,
commodity accounts and investment property controlled by the
Collateral Agent.

The Debtors further covenant that as of the last day of each
fiscal month cumulative Consolidated EBITDAR will not be less

                                        Minimum Cumulative
       Period                          Consolidated EBITDAR
       ------                          --------------------
       September and October 2004         ($209,800,000)

       September, October and
       November, 2004                     ($212,900,000)

Unless the ATSB Lender Parties otherwise consent in writing, the
Debtors will limit Capital Expenditure during any fiscal month of
the Final Cash Collateral Period to:

                                          Maximum Capital
       Period                               Expenditures
       ------                             ---------------
       September 1 - October 31, 2004       $16,886,000
       September 1 - November 30, 2004      $22,800,000
       September 1 - December 31, 2004      $25,800,000
Except as represented by the Carve-Out, neither the Debtors, the
Committee, any other official committee appointed in US Airways'
cases, nor any subsequently appointed trustee for any of the
Debtors, will assert a claim for costs or expenses of the
administration of any of the Debtors' bankruptcy cases or any
future proceeding or case which may result therefrom, including
liquidation in bankruptcy or other proceedings under the
Bankruptcy Code, to be charged against the Prepetition Collateral
or the Replacement Collateral -- or assessed against the any ATSB
Lender Party pursuant to Section 506(c) of the Bankruptcy Code or

The ATSB Lender Parties expressly reserve their rights to consent
to or contest the Debtors' request to use Cash Collateral and the
other Prepetition Collateral after the Final Cash Collateral
Period.  The Debtors expressly reserve their rights to seek
authorization for use of Cash Collateral after the Final Cash
Collateral Period over the objection of the ATSB Lender Parties.

The Debtors ask the Court to approve these new terms.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

         * US Airways, Inc.,
         * Allegheny Airlines, Inc.,
         * Piedmont Airlines, Inc.,
         * PSA Airlines, Inc.,
         * MidAtlantic Airways, Inc.,
         * US Airways Leasing and Sales, Inc.,
         * Material Services Company, Inc., and
         * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts. (US Airways Bankruptcy News, Issue
No. 67; Bankruptcy Creditors' Service, Inc., 215/945-7000)

VITESSE SEMICONDUCTOR: Moody's Affirms Single-B Ratings
Moody's Investors Service revised Vitesse Semiconductor
Corporation's outlook to stable from negative and affirmed all
existing ratings for the company.  

The outlook change reflects a prominent reduction in the company's
liquidity risk resulting from its recent private placement of $90
million convertible subordinated debentures and modestly improved
operating performance.

In the most recent June quarter, the company managed to minimize
its unprofitable results, engage in more efficient working capital
management and generate slightly positive free cash flow.  Moody's
expects that this trend will continue through 2005.  Combined with
estimated pro forma September 2004 liquidity of $210 million, the
company possesses a materially improved position to handle the
March 2005 maturity of $135 million convertible debentures.  The
rating affirmation at the B1 level reflects the company's still
unstable operating performance, countered by this solidified
liquidity position and reduced financial risk.  These following
ratings were affirmed:

   * Senior Implied Rating of B1;

   * Long-Term Issuer Rating of B1; and

   * $135.4 million 4% convertible subordinated debentures due
     March 2005, rated B3.

In mid-September, Vitesse announced the successful placement of a
private $90 million 1.50% convertible subordinated debentures
issue maturing 2024. Net proceeds, together with on-hand liquidity
of approximately $120 million and sustained access to the existing
$40 million revolving credit facility, provides the company with
more than sufficient liquidity to meet the March 2005 convertible
debt maturity.

In addition, accounting for the company's expectation for a
sequential 14% Q4 sales decline to $52 million (largely due to an
approximate 30% drop in computer storage chip sales tied to
deferred orders), Moody's believes the company will generate at
worst break-even free cash flow with no resulting impairment to
on-hand liquidity through the September 2005 period.

While from a refinancing and overall financial risk perspective,
Vitesse has successfully mitigated certain rating concerns, the
company continues to operate within a highly volatile environment
dictated by imprecise telecommunications infrastructure demand
dynamics.  To lessen this business risk profile, the company has
successfully diversified into somewhat more stable, positive
trending end markets which include storage, enterprise network and
metropolitan communications (in aggregate, these contribute 85% of
total revenues while long haul has been lowered to 15% from 55% in

Compounding these more attractive demand qualities, the company's
increased liquidity cushion (pro forma for the private placement
and March 2005 refinancing) provides a firmer basis for the
affirmed B1 rating.

Following the scheduled March 2005 debt refinancing, Vitesse is
projected to report materially reduced total leverage and
substantially increased interest coverage.  These core credit
metric improvements reflect the pro forma reduction in total debt
outstanding, lowering in the associated coupon and steady pick-up
in projected TTM Adj. EBITDA (Moody's forecast) heading into 2005.

Headquartered in Camarillo, California, Vitesse Semiconductor is a
leader in the design, development, manufacture and marketing of
high-performance integrated circuits utilized by the storage,
enterprise, metro and long-haul communication end markets.  For
the last twelve months ended June 2004, the company generated
approximately $210 million in net sales and $27 million in
Adjusted EBITDA (excludes non-recurring and unusual charges).

WOMEN FIRST: Mutual Pharm. Says Bactrim Sale Order is Bogus
Women First Healthcare Inc. entered into an Asset Purchase
Agreement with Sun Pharmaceutical Industries, Inc., on Aug. 31,
2004, to sell its Bactrim(TM) assets free and clear under Sec. 363
of the Bankruptcy Code.  The Debtor filed a Sale Motion on Sept. 2
and Judge Walrath entered a Sale Order on Sept. 22.  

Mutual Pharmaceutical Co., Inc., says it never received notice of
the sale, never had an opportunity to respond or object, and the
sale transaction is flawed.  Mutual says that a Jan. 24, 2002,
Manufacturing & Supply Agreement gives it the exclusive right to
use the Bactrim name and sell the product in the United States.  
Moreover, under the terms of the 2002 Agreement, Mutual says, it
owns all of the Bactrim inventory Sun thinks it bought.  

Mutual asks Judge Walrath to reconsider and vacate the Sept. 22
Sale Order.  

Martin J. Weis, Esq., at Dilworth Paxson LLP, represents Mutual.  
A hearing on the matter is scheduled on Nov. 18, 2004.  

Headquartered in San Diego, California, Women First HealthCare,
Inc. -- is a specialty  
pharmaceutical company dedicated to improve the health and well-
being of midlife women. The Company filed for chapter 11
protection on April 29, 2004 (Bankr. Del. Case No. 04-11278).
Robert A. Klyman, Esq., at Latham & Watkins LLP, and Michael R.
Nestor, Esq., and Sean Matthew Beach, Esq., at Young Conaway
Stargatt & Taylor represent the Debtor in its restructuring
efforts.  Kirt F. Gwynne, Esq., at Reed Smith LLP, represents the
Official Committee of Unsecured Creditors.  When the Company filed
for protection from its creditors, it listed $49,089,000 in total
assets and $73,590,000 in total debts.

WOMEN FIRST: Committee Hires Klehr Harrison to Probe Wyeth-Ayerst
The U.S. Bankruptcy Court for the District of Delaware gave the
Official Committee of Unsecured Creditors of Women First
Healthcare, Inc., permission to employ Klehr, Harrison, Harvey,
Branzburg & Ellers LLP, as its special counsel.

The Committee tells the Court that they hired Klehr Harrison as
special counsel for the specific purpose of analyzing and
prosecuting any claims of the Debtor's estate against Wyeth-Ayerst
Laboratories's alleged secured status and its claims to certain
disputed trademarks.  Wyeth-Ayerst is a private business unit of
Wyeth Pharmaceuticals Inc., one of the Debtor's unsecured

The Committee reminds the Court that on July 30, 2004, it entered
an order:

    a) approving bidding procedures for the proposed sale of the
       Debtor's assets;

    b) approving a break-up fee and expense reimbursement;

    c) establishing the deadline by which parties may object to
       proposed assumption and assignment of assumed contracts and
       assert claims for cure amounts;

    e) approving the form and manner of notice of the sale; and

    f) scheduling an auction and final hearing to approve the
       asset sale.

The Committee explains that one of its members, AmeriSource Bergen
Corporation, filed an objection to the proposed sale of the
Debtor's assets under an Asset Purchase Agreement between the
Debtor and Wyeth-Ayerst because it called for a payment of
$900,000 to Wyeth-Ayerst for five pharmaceutical product lines
trademarks that are purportedly owned by Wyeth-Ayerst. But
AmeriSource Bergen and other Committee members dispute the
ownership of these trademarks. They believed that these trademarks
are really owned by the Debtor's estate.

The Committee adds that the complex issues surrounding the
disputed proposed payments to Wyeth-Ayerst for alleged trademark
and security interests requires the services of Klehr Harrison,
which has specialized expertise in commercial litigation and
business law

Morton R. Branzburg, Esq., a Partner at Klehr Harrison, is the
lead attorney representing the Committee. Mr. Branzburg will bill
the Debtor's estate $435 per hour for his services.

Mr. Branzburg reports Klehr Harrison's professionals bill:

    Professional             Designation         Hourly Rate
    ------------             -----------         -----------
    Andrew O. Schiff         Partner                $330
    Michael W. Yurkewiez     Associate               250
    Anita Hahn               Paralegal               120

Klehr Harrison does not have any interest adverse to the
Committee, the Debtor or its estate.

Headquartered in San Diego, California, Women First HealthCare,
Inc. -- is a specialty  
pharmaceutical company dedicated to improve the health and well-
being of midlife women. The Company filed for chapter 11
protection on April 29, 2004 (Bankr. Del. Case No. 04-11278).
Michael R. Nestor, Esq., and Sean Matthew Beach, Esq., at Young
Conaway Stargatt & Taylor represent the Debtor in its
restructuring efforts. When the Company filed for protection from
its creditors, it listed $49,089,000 in total assets and
$73,590,000 in total debts.

WORLDCOM INC: Balks at Springcreek's Call to Lift Automatic Stay
Springcreek Investment, LLC, asks Judge Gonzalez to lift the
automatic stay so it may proceed with a pending civil action
against the Debtors.

Glenn P. Green, Esq., at Lowther Johnson, LLC, in Springfield,
Missouri, relates that the Action is currently pending in the
Circuit Court of Greene County, Missouri, as Case No. 101-CC-
0049.  The Action seeks judgment for damages against the Debtors
for improper and fraudulent billing practices.

Springcreek is currently precluded by Section 362 of the
Bankruptcy Code from pursuing its claim in the State Court.  Mr.
Green contends that Springcreek will be prejudiced if it is unable
to pursue legal relief in Missouri.  Springcreek would incur
extensive costs due to additional travel and legal expenses if
forced to litigate the case in New York.

Springcreek also asks the Bankruptcy Court to rule that no part of
the costs of the proceedings will be charged against it.

In the alternative, Springcreek ask Judge Gonzalez to remove the
Missouri litigation into the bankruptcy case and allow it to

                          Debtors Object

Mark A. Shaiken, Esq., at Stinson Morrison Hecker, LLP, Kansas
City, Missouri, contends that the automatic stay was terminated
when the Debtors' Plan became effective and was replaced by the
discharge injunction under Section 524(a) of the Bankruptcy Code.  
Thus, there is no longer an automatic stay with respect to which
relief could be granted.

Mr. Shaiken also asserts that the Plan discharged all debts of the
Debtors and further released the Debtors of all claims that arose
before the April 20, 2004, Effective Date.  The Plan is binding on
all creditors, including Springcreek.

Even if the stay was in effect, it should not be lifted.  Mr.
Shaiken points out that Springcreek did not cite nor argue the
factors in In re Sonnax Indus., Inc., 99 B.R. 591 (D. Vt. 1989),
aff'd, 907 F.2d 1280 (2nd Cir. 1990), which govern the decision of
whether the stay should be lifted to litigate a matter in a non-
bankruptcy forum.  Springcreek has the burden of persuasion with
respect to the Sonnax factors and since the factors are not even
mentioned, let alone argued, Springcreek's request can and should
be summarily denied.

The Debtors note that the State Court Action has not proceeded.  
Very little discovery has been taken and no witnesses have been
deposed.  It is Springcreek's burden to show that the State Court
could resolve the issues fully, finally, and more expeditiously
than the Bankruptcy Court could.

The Debtors would also be harmed by the resolution of
Springcreek's Claim in Missouri.  The Debtors have filed numerous
claim objections in their bankruptcy cases.  While the cost to the
Debtors of litigating one of those claims in a forum other than
before the Bankruptcy Court would not likely be unduly burdensome,
if all of the claim objections that involved non-bankruptcy law
and contract claims were litigated throughout the country rather
than before the Bankruptcy Court, the additional cost to the
Debtors would be substantial and the administrative nightmare
presented to the Debtor would be significant.  It is for this
reason, Mr. Shaiken says, that claims against the Debtors are
resolved in the venue where the bankruptcy case is filed, and only
in the most extraordinary of circumstances should the stay be
lifted to permit litigation in a foreign forum.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- 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)


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

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 Go 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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