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        T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, October 15, 2004, Vol. 8, No. 224

                           Headlines

AMKOR TECHNOLOGY: S&P Rates Planned $300M Senior Secured Loan B+
AMKOR TECHNOLOGY: Moody's Puts B1 Rating on Planned $300M Loan
BEAR STEARNS: Fitch Assigns Low-B Ratings on Six Cert. Classes
BIOVAIL CORP: Will Webcast 2004 Third Quarter Results on Nov. 4
BUSH INDUSTRIES: Will Emerge from Chapter 11 on October 31

CALPINE CORP: Will Release 2004 Third Quarter Results on Nov. 4
CAPITAL TRUST: Moody's Junks $14.5 Million Housing Revenue Bonds
CATHOLIC CHURCH: Tucson Wants to Continue Cash Management System
CBD MEDIA: Dividend Plan Sparks Moody's Review of Low-B Ratings
CDA INT'L: Breaches Subordinated Debt Loan Agreement Covenants

CHAPCO CARTON: Has Until Nov. 10 to Make Lease-Related Decisions
CHIQUITA BRANDS: $211 Million of 10.56% Sr. Notes Exchanged
COLLINS & AIKMAN: Bryce Koth Replaces J. Michael Stepp as New CFO
CONSUMERS ENERGY: Outage Extension Won't Affect Fitch's BB+ Rating
COTT CORPORATION: Will Release 2004 3rd Qtr. Results on Oct. 20

CROWN HOLDINGS: Segment Income Increases 18% to $185 Million
CSFB MORTGAGE: Fitch Puts Two Double-B Rated Classes on Watch
CSFB MORTGAGE: Fitch Affirms Low-B Ratings on Five Cert. Classes
CUMMINS INC: Former Coca-Cola Executive Joins Board of Directors
DALEEN TECHNOLOGIES: Inks Settlement Agreement with Stockholders

DIMON INC: Moody's Shaves Ratings on Sr. Unsecured Debt to B1
DIRECTV: Reorganization Will Generate Cash Flow Growth, Fitch Says
DUALSTAR TECH: Tardy Annual Report Will Question Firm's Viability
DYER FABRICS: Creditors Must File Proofs of Claim by Nov. 15
ELCOM INT'L: Subsidiary Inks Global Strategic Alliance Agreement

FOOTSTAR INC: Has Until November 12 to File Chapter 11 Plan
FRANK'S NURSERY: Wants to Pay $600,000 to 10 Key Employees
HAWK CORP: S&P Assigns B Rating to Planned $100M Sr. Unsec. Notes
HCA INC: S&P Shaves Rating One Notch to BB+
HCA INC: Share Buyback Plan Cues Moody's to Review Low-B Ratings

HEALTHCORE LLC: Voluntary Chapter 11 Case Summary
HOLLISTER ROAD: U.S. Trustee Meets Creditors on November 4
IDEAL ACCENTS INC: Case Summary & 20 Largest Unsecured Creditors
INA CBO: Fitch Junks $40 Mil. Class A-3 & $22 Mil. Class B-1 Notes
INTEGRATED: IHS Liquidating Wants Until March to File Final Report

INTERMET CORP: Lenders OKs Use of Cash Collateral Until Oct. 22
INTERMET CORP: Plans to Close Columbus Machining Plant in 2005
INTERMET CORPORATION: Section 341(a) Meeting Slated for Nov. 8
INTERSTATE BAKERIES: Hires Skadden Arps as Lead Counsel
JONES MEDIA: Moody's Reviewing Junk Ratings & May Upgrade

KAISER ALUMINUM: Asks Court to Approve Hatch Settlement Agreement
KITCHEN ETC.: Committee Hires Stevens & Lee as Co-Counsel
KITCHEN ETC.: Disclosure Statement Hearing Set for Nov. 16
LB-UBS COMMERCIAL: S&P Assigns Low-B Ratings on Six Cert. Classes
LIBERATE TECH: Landlord Sues for $3.9 Million in State Court

LIFESTREAM TECH: Says August Shipments Grew 124 Percent
MARKWEST ENERGY: Moody's Puts B1 Rating on $200M Sr. Unsec. Notes
MATRIA HEALTHCARE: Expects to Exceed 3rd Qtr. Earnings Estimates
NEW WEATHERVANE: Committee Hires Kronish Lieb as Lead Counsel
NEW WEATHERVANE: Wants More Time to File Chapter 11 Plan

OMEGA HEALTHCARE: Inks Pact to Purchase $78.8M of New Investments
PRIVACY INC: Case Summary & 5 Largest Unsecured Creditors
QUALITY DISTRIBUTION: Profit Declines Cue Moody's to Junk Ratings
R.W. KELLER CORP: Case Summary & 18 Largest Unsecured Creditors
RAMP CORP: Board Names Ron Munkittrick Chief Financial Officer

ROCKWOOD SPECIALTIES: S&P Rates Planned $625MM Sr. Sub. Notes B-
ROGERS COMMS: Acquires AT&T Wireless' 34% Stake in Rogers Wireless
SALEM COMMS: Acquiring WKAT-AM Station in Miami for $10 Million
SIRIUS SATELLITE: S&P Junks $200 Mil. Sr. Unsec. Convertible Notes
SOLUTIA INC: Equity Committee Wants to Hires GeoSyntec Consultants

SPRINGS INDUSTRIES: Moody's Pares Senior Implied Rating to Ba3
STAPP TOWING CO: Voluntary Chapter 11 Case Summary
TELESYSTEM INT'L: Oskar Mobil Issues EUR325 Million Senior Notes
TIRO ACQUISITION: Wants McDonald Hopkins as Bankruptcy Counsel
TRINITY PLUMAS: Issues Report to Resume Stock Trading on TSX

TRW AUTOMOTIVE: Intends to Refinance $600 Mil. Subordinated Note
U.S. CANADIAN: Notifies Nasdaq 3-for-1 Forward Split is Approved
U.S. CANADIAN: Begins COD Mine Operations in Kingman, Arizona
US AIRWAYS: Wants to Restrict Claim Trading to Preserve NOLs
US AIRWAYS: Hearing on Retiree Committee Set for October 28

US AIRWAYS: Creditors' Committee Taps Otterbourg as Counsel
USG CORPORATION: Wants Tort Firms to Comply with Rule 2019 Order
VERILINK CORP: PwC Expresses Going Concern Doubt in Revised 10-K
VERITAS DGC: Has Until October 29 to Deliver Annual Report to SEC
VISTA GOLD: Appoints W. Durand Eppler to Board of Directors

VLASIC: Campbell Presents 5 More Witnesses in $250M Spin-Off Suit
W.R. GRACE: Asks Court to Approve IRS Settlement Agreement
WEIRTON STEEL: Wants Court to Approve Schindler Claim Settlement
WICKES INC: Needs Access to $27 Million of Noteholders' Collateral
WORLDCOM INC: Asks Court to Disallow Media Vendor Claims

* Ropes & Gray Welcomes Glenn Krinsky in West Coast Firm

* BOOK REVIEW: Some Famous Medical Trials


                           *********

AMKOR TECHNOLOGY: S&P Rates Planned $300M Senior Secured Loan B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating to West Chester, Pennsylvania-based Amkor Technology Inc.'s
proposed $300 million senior secured, second-lien, term loan
maturing in 2010.  In addition, a recovery rating of '1' was
assigned to the loan, indicating expectations for a full, 100%
recovery of principal in the event of a default.  Proceeds from
the new term loan will be used to meet payments due for
acquisitions and to bolster liquidity.

At the same time, Standard & Poor's affirmed its outstanding
ratings on the company, including the 'B' corporate credit rating,
and revised the outlook to negative.  The outlook revision stems
from weakened credit metrics.

"The ratings reflect high debt levels, an aggressive industry
investment cycle, and volatile demand in the company's
semiconductor packaging and testing market," said Standard &
Poor's credit analyst Lucy Patricola.

These are only partly offset by Amkor's leading position as an
independent provider of outsourced packaging and testing services
to semiconductor makers.  Total lease-adjusted debt was
$1.9 billion at June 2004.

While Amkor has increased its EBITDA profitability by almost 50%,
to $408 million in the 12 months ended June 2004, from about
$275 million in the year-earlier period because of increasing
capacity utilization, the company reported soft demand in the
June 2004 quarter for several advanced package families, which
carry higher-than-average gross margins.  As a result, EBITDA
margins fell to 18% in the June 2004 quarter from 22% in the
March 2004 quarter.  Further, Amkor has warned that broad-based
softness in demand and an adverse product mix will negatively
affect profitability in the near term.

At the same time, absolute debt levels increased in 2004 because
of aggressive levels of debt-financed capital expenditures and
acquisitions.  Amkor's largest acquisition in 2004 was its long-
term supply agreement to perform packaging and testing services
for International Business Machines Corp.  Amkor is expected to
pay $145 million for land, buildings, fixtures, and intangibles in
Shanghai and Singapore, of which $20 million was paid in the
June 2004 quarter, with the remaining $125 million to be paid in
the December 2004 quarter.


AMKOR TECHNOLOGY: Moody's Puts B1 Rating on Planned $300M Loan
--------------------------------------------------------------
Moody's Investors Service assigned a prospective (P)B1 rating to
Amkor Technology, Inc.'s proposed $300 million term loan and
downgraded the existing long term debt ratings.  The rating
outlook is now stable, and assumes that the term loan transaction
will close as proposed. Amkor has indicated that the facility is
not fully underwritten.

These rating actions were taken:

   * Senior implied rating lowered to B2 from B1;
   * Senior unsecured notes lowered to B3 from B1;
   * Subordinated note ratings lowered to Caa1 from B3;
   * Senior unsecured issuer rating lowered to B3 from B1;
   * Speculative grade liquidity rating affirmed at SGL-3;
   * Proposed $300 million secured term loans rated (P)B1.

The outlook is stable for all ratings.

Amkor's speculative grade liquidity rating is being affirmed at
SGL-3, but would likely be upgraded upon closing of the
transaction, reflecting strengthened cash balances and improved
liquidity cushion for the future pursuant to the new term loan
facility.

The rating downgrades reflect:

     (i) Amkor's increased leverage as a result of increased debt
         levels and continued weakness in operating performance;

    (ii) the expectation that operating income and cash flow will
         remain modest relative to debt service and total debt
         levels;

   (iii) the depressed market environment and high competitive
         factors, which could cause gross margins and return on
         new asset investments to remain low for the near term.

The ratings continue to be supported by:

     (i) Amkor's established position with its customers and its
         competitive technology offerings;

    (ii) the breadth of its products, facilities and customer
         base;

   (iii) the ability to alter capital spending based on
         management's views of market demand; and

    (iv) the long term benefits of its long-term contract with
         IBM, which should begin generating incremental revenues
         in 2005.

The rating outlook is stable, assuming closing of the term loan.  
The cash from the term loan will replenish Amkor's cash balances,
resolving near-term liquidity concerns and providing a cushion for
future periods.  Demand trends appear to have stabilized, albeit
at levels below expectations from earlier in the year.  Moody's
expects net cash flow to be neutral to modestly positive given
Amkor's small amount of required capex in the short term.  Moody's
expects that Amkor would use excess cash flow to rebuild cash
balances.

Ratings could rise if increases in Amkor's organic cash flow or
cash from an equity issuance allow for significant debt repayment
and de-leveraging.  Ratings could also rise if increased
productivity and higher margins lead to increased return on
assets.  Ratings or the outlook could fall if continued weakening
of operating metrics deplete cash balances and further reduce ROA,
or if top line falls while margins continue at today's relatively
low levels.

While Amkor's business is inherently volatile, with the potential
for sharp upward and downward movement in revenues and profit
margins, Moody's believes Amkor's gross margins are unlikely to
drop significantly from current levels, and have the opportunity
to rise over the medium term.  Over the next 12 months, it is
possible that increased utilization of existing assets could be
offset by lower margins on the ramp up of new facilities. Moody's
expects coverage ratios will be modest and leverage high through
the near term, although highly variable capex should keep total
fixed cost coverage above 1.2 times.  EBIT to interest coverage
could remain negative over the next few quarters, but EBITDA to
interest should remain above 2.0 times.

Leverage will be high following the new term loan, with debt to
EBITDA expected to remain about six times as long as current
market conditions continue.  Cash flow is expected to be neutral
to slightly positive over the medium term, which could allow Amkor
to generate sufficient cash to repay its 2006 maturity through
internal sources.

Amkor's speculative grade liquidity rating has been affirmed, but
could be raised upon closing of the new loan transaction.  
Proceeds from the $300 million borrowing will be used to restore
cash balances, which continue to be depleted as a result of weak
operating results and Amkor's spending commitments through the end
of 2004.  Given current earnings guidance, Moody's expects that
cash balances at year-end (following the loan funding) could be
about $350 million, indicating a larger cash drain from
operations.  Amkor's backup liquidity consists largely of a
$30 million revolving credit facility.  The second lien on the
term loan allows for about $1 billion of first lien debt to be
layered in ahead of it if Amkor meets an incurrence test.

The term loan has a second lien on all assets of Amkor and its
domestic entities, as well as a lien on certain intercompany notes
from significant foreign subsidiaries.  First lien debt consists
of an unused $30 million revolving credit facility, which Moody's
does not believe detracts significantly from the value ascribed to
the term debt.  Moody's believes that the collateral provides good
coverage to secured debt holders in case of distress, but notes
that coverage for the term loan could decline if the amount of
first lien debt is increased.  The size of secured loan, and the
proportion of Amkor's total value which is dedicated to secured
lenders through the collateral package, is sufficient to lower the
ratings of the unsecured debt below the senior implied rating.

Amkor Technology, Inc., headquartered in West Chester,
Pennsylvania, is the world's largest provider of contract
semiconductor assembly and test services for integrated
semiconductor device manufacturers as well as fabless
semiconductor companies.


BEAR STEARNS: Fitch Assigns Low-B Ratings on Six Cert. Classes
--------------------------------------------------------------
Fitch Affirms Bear Stearns Commercial Mtge Securities 2003-TOP10
Fitch Ratings affirms Bear Stearns commercial mortgage pass-
through certificates, series 2003-TOP10:

   -- $280.4 million class A-1 at 'AAA';   
   -- $749.2 million class A-2 at 'AAA';
   -- Interest Only (IO) class X-1 at 'AAA';
   -- IO class X-2 at 'AAA';
   -- $34.8 million class B at 'AA';
   -- $37.9 million class C at 'A';
   -- $12.1 million class D at 'A-';
   -- $15.2 million class E at 'BBB+';
   -- $9.1 million class F at 'BBB';
   -- $7.6 million class G at 'BBB-';
   -- $10.6 million class H at 'BB+';
   -- $4.5 million class J at 'BB';
   -- $6.1 million class K at 'BB-';
   -- $4.5 million class L at 'B+';
   -- $3 million class M at 'B';
   -- $3 million class N at 'B-'.

Fitch does not rate the $12.1 million class O.

The affirmations are due to the stable pool performance and
scheduled amortization.  As of the September 2004 distribution
date, the pool's aggregate principal balance has decreased 1.8% to
$1.19 billion from $1.21 billion at issuance.  There are no
delinquent or specially serviced loans.

Wells Fargo Bank, N.A. the master servicer, collected year-end
2003 operating statements for 88.8% of the transaction.  The YE
2003 weighted average debt service coverage ratio -- DSCR -- based
on net operating income (NOI) is 2.27 times (x), compared with
2.53x at issuance for the same loans.

The seven credit assessed loans (25.2% of the pool) remain
investment grade.  Fitch reviewed operating statement analysis
reports and other performance information provided by Wells.  The
DSCR for the loans are calculated based on a Fitch-adjusted net
cash flow -- NCF -- and a stressed debt service based on the
current loan balance and a hypothetical mortgage constant.

North Shore Towers (6.3%) is secured by shares in a cooperative
apartment complex in Floral Park, Queens, New York.  The property
consists of 1,844-units in three 34-story buildings and an arcade
level beneath the buildings, which contains 27,831 square feet of
retail space.  The property offers many amenities, including a
golf course, indoor/outdoor pools, and tennis courts.  Real estate
taxes and insurance for 2003 increased 27.1% since issuance.
Despite this increase, the Fitch-adjusted DSCR remains strong at
4.77x for YE 2003, compared with 5.32x at issuance.  The Fitch-
adjusted DSCR is based on an imputed NCF, which assumes market
rate rental income.

1290 Avenue of the Americas (5.9%) is secured by a 43-story class
A office building totaling 2 million sf, located in midtown
Manhattan, New York.  The interest only whole loan as of September
2004 has an outstanding principal balance of $440 million.  The
whole loan was divided into four pari passu notes and a
subordinate B note.  Only the $70 million A-4 note serves as
collateral in the subject transaction.  As of YE 2003, the Fitch-
adjusted NCF increased 3% since issuance.  The corresponding DSCR
as of YE 2003 was 1.51x, compared with 1.47x at issuance.  
Although there is a considerable amount of lease exposure
throughout the loan term (70% net rentable area), the borrower at
issuance posted a $15 million leasing reserve account, and the
building is currently leased at below market rents (as of the
June 2004 rent roll) of $44.67 per sf, compared with current
market rents of $57.48 per sf.

Federal Center Plaza (5.7%) is secured by two adjacent eight-story
office buildings totaling 721,604 sf located on 'C' Street in
Washington, D.C.  The interest only whole loan as of September
2004 has an outstanding principal balance of $135 million.  The
whole loan was divided into five pari passu senior A notes.  Two
of the notes ($67.5 million) serve as collateral in the subject
transaction.  As of YE 2003, the Fitch-adjusted NCF decreased 4.4%
since issuance.  The decrease is due to an increase in real estate
tax, insurance, utilities, and repairs and maintenance.  Occupancy
as of April 2004 has remained strong since issuance.  The
corresponding DSCR as of YE 2003 was 1.28x, compared with 1.34x at
issuance.

575 Broadway (2.3%) is secured by a six-story 152,299 sf office
building with basement and ground floor retail located in the SoHo
submarket of Manhattan, New York.  The property is currently
occupied by a diverse group of tenants including: The Guggenheim
Museum, Bryant Production, Prada, Estee Lauder, and American
Eagle.  The YE 2003 Fitch-adjusted NCF increased 19.6% since
issuance.  The corresponding DSCR as of YE 2003 was 1.91x,
compared with 1.57x at issuance.  Occupancy as of March 2004 was
100% with long-term leases.

Towne Mall (1.3%) is secured by a 350,466 sf mall located in
Elizabethtown, Kentucky, which is 44-miles south of Louisville.
The mall is anchored by: JC Penney's, Sear's, Proffitt's, and
Dawahares, which are all part of the collateral. As of YE 2003,
the Fitch-adjusted NCF increased 5.5% since issuance.  The
increase is attributed to the increase in overall occupancy to
95.7% as of January 2004, compared with 94.0% at issuance.  In-
line occupancy as of January 2004 increased to 88.3%, compared
with 86.% at issuance.  The DSCR as of YE 2003 was 1.82x, compared
with 1.69x at issuance.

The remaining three credit assessed loans: One Canal Place (2.5%)
and Mount Pleasant Villa Apartments (1.2%) have remained stable
since issuance.


BIOVAIL CORP: Will Webcast 2004 Third Quarter Results on Nov. 4
---------------------------------------------------------------
Biovail Corporation (NYSE:BVF) (TSX:BVF) will host a conference
call and Webcast on Thursday, November 4 at 8 a.m. EST, for
company executives to discuss 2004 third-quarter financial and
operational results.

Following the discussion, Biovail executives will address
inquiries from investment analysts.

A live Webcast of this call will be available through the Investor
Relations section of Biovail's Web site at http://www.biovail.com/  
To access the call live, dial 416-405-9328 (Toronto and
International callers) and 1-800-387-6216 (U.S. and Canada).
Listeners are encouraged to dial in 10 minutes before the call
begins to avoid delays.

A replay of the conference call will be available until 7 p.m. EST
on Thursday, November 11, 2004, by dialing 416-695-5800 (Toronto
and International callers) and 1-800-408-3053 (U.S. and Canada),
using access code, 3080496.

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

                         *     *     *

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


BUSH INDUSTRIES: Will Emerge from Chapter 11 on October 31
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
confirmed the reorganization plan of Bush Industries.  The
reorganization plan allows Bush to emerge from chapter 11 as a
privately held company on October 31, 2004.  Bush filed for
bankruptcy protection on March 31, 2004.

"We've been able to reorganize and recapitalize Bush Industries
without any loss to our customers and suppliers," said Rob Ayres,
President of Bush Industries.  "The reorganization would not have
been possible without the faithful support of our customers,
suppliers and employees.  I would like to express my deepest
appreciation for everyone's effort that allowed Bush Industries to
emerge from bankruptcy within seven months."

"The Plan of Reorganization provides new financing through 2006,
converts $90 million of bank debt to equity, pays all vendors and
unsecured creditors in full and provides a distribution of
$1.6 million to shareholders," said Michael Buenzow, a senior
managing director of FTI Consulting, and who is currently serving
as interim CEO of Bush Industries.

Mr. Buenzow continued, "The cost reductions we've made and the new
capital structure solidly position the Company for future
prosperity.  We received significant support from our lenders
during the reorganization process.  Their interest has been and
will continue to be the long-term health and success of Bush
Industries.  Our lending group, which is led by JP Morgan Chase
and DDJ Capital Management, has significant financial resources to
facilitate Bush's future growth."

The Company will continue to operate along three business
segments:

   * Bush Furniture-North America,
   * Bush Furniture-Europe, and
   * Bush Technologies.

Headquartered in Jamestown, New York, Bush Industries, Inc., --
http://www.bushindustries.com/-- is engaged in the manufacture  
and sale of ready-to-assemble furniture under the Bush, Eric
Morgan and Rohr trade names and production of after market
accessories for cell phones.

Bush Industries filed for chapter 11 protection on March 31, 2004
(Bankr. W.D.N.Y. Case No. 04-12295).  Garry M. Graber, Esq., at
Hodgson Russ LLP, represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $53,265,106 in total assets and $169,589,800
in total debts.


CALPINE CORP: Will Release 2004 Third Quarter Results on Nov. 4
---------------------------------------------------------------
Calpine Corporation (NYSE: CPN) will release its third quarter
2004 financial results on Thursday, November 4, 2004 before the
market opens.  The company has scheduled a conference call to
discuss the results at 8:30 a.m. Pacific Time on that day.

Interested parties may access the teleconference via a web cast on
Calpine's Investor Relations page, http://www.calpine.com/or by  
dialing 1-888-603-6685 (1-706-634-1265 for international callers)
at least five minutes before the start of the call.  The call will
be open to the public and media in a listen-only mode by telephone
and web broadcast.  A replay and transcript of the conference call
will be available for 30 days on Calpine's Investor Relations page
at http://www.calpine.com/

Calpine Corporation is a North American power company dedicated to
providing electric power to customers from clean, efficient,
natural gas-fired and geothermal power plants.  The company
generates power at plants it owns or leases in 21 states in the
United States, three provinces in Canada and in the United
Kingdom.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 13, 2004,
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
Calpine Corp.'s (B/Negative/--) $736 million unsecured convertible
notes due 2014.  The rating on the notes is the same as Calpine's
existing unsecured debt and two notches lower than the corporate
credit rating. The outlook is negative.

As reported in the Troubled Company Reporter on Oct. 6, 2004,
Fitch Rates Calpine Corp.'s:

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

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

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

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

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


CAPITAL TRUST: Moody's Junks $14.5 Million Housing Revenue Bonds
----------------------------------------------------------------
Moody's Investors Service downgraded these ratings on the
approximately $14.5 million outstanding Capital Trust Agency
Multifamily Housing Revenue Bonds (River Bend Apartments):

   -- to Ca from Ba1 (with a negative outlook) on Senior Series
      2002A and Taxable Senior Series 2002B;

   -- to C from B1 on Junior Series 2002 C; and

   -- to C from B2 on the Subordinate Series 2002 D.

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

As noted in Moody's prior rating updates, and as reflected in
declining debt service coverage numbers through March 31, 2004,
the project did not generate sufficient revenues to provide for
the payment of operating expenses and payment of debt service on
all series of bonds.  On April 1st, 2004 debt service payment on
each of the tranches required taps on each of the associated debt
service reserve funds.  As noted during Moody's site visit in
February 2004, the property also exhibited a high level of
deferred maintenance.  A number of units were down due to physical
conditions and required substantial repairs which to date has not
been remedied.

According to the trustee's "Fourth Notice to Bondholders", the
borrower discontinued forwarding project revenues to the trustee
after August 26, 2004 and filed for bankruptcy in mid September.
The borrower has motioned the bankruptcy court for authority to
control the project revenue and the trustee has objected to such
motion.

Due to the bankruptcy filing in September, the trustee was not
able to make the October 1, 2004 debt service payment on the
bonds.  The trustee is also prevented from exercising any remedies
under the Trust Indenture because of such bankruptcy proceedings.


Moody's has downgraded the bonds to the Ca level based on low
expectations of recovery and payment to the bondholders.

The River Bend Apartment complex is located in the Temple Terrace
area north of the Tampa central business district.  The property
contains 296 rental units and is currently serving a low to
moderate income tenant base.


CATHOLIC CHURCH: Tucson Wants to Continue Cash Management System
----------------------------------------------------------------
The Roman Catholic Church of the Diocese of Tucson provides
charitable, business, financial and administrative services and
support to:

   -- 75 parishes;

   -- 28 Catholic schools enrolling nearly 7,800 students; and

   -- dozens of missions, and numerous charitable and religious   
      organizations throughout the nine Arizona counties that
      comprise the Diocese.

Specifically, the Diocese, as trustee, custodian and manager of
funds that others remit for management and investment on their
behalf, provides investment management services.  The Diocese also
provides administrative services, which, in some instances, can
consist of payment of the schools', parishes', missions' and
organizations' obligations to the Diocese or third parties.

Susan G. Boswell, Esq., at Quarles & Brady Streich Lang, LLP, in
Tucson, Arizona, explains that the Diocese's cash flow, tracking,
and reconciliation practices support these functions by permitting
the Diocese to control and account for its funds and to ensure
that funds will be readily available as needed.

Keeping those practices in place will save the Diocese and its
estate the cost, in time and money, of the operational disruptions
and loss of productivity that would inevitably accompany the
wholesale closing of bank accounts and the revision of established
procedures with which the Diocese's employees are familiar.

To help ensure its smooth transition into Chapter 11 and avoid
possible disruptions and distractions that could divert the
Diocese's attention from more pressing matters during the initial
days of the Reorganization Case, the Diocese seeks Judge Marlar's
permission to continue using its existing cash management system.

                      Cash Management System

According to Ms. Boswell, the Diocese's cash management system
provides an efficient and secure means of managing and disbursing
cash for the Diocese's operations.

                   (A) Collections and Deposits

The Diocese receives funds from a variety of sources including its
own operations, the chancery tax, billings to the Parishes and
other organizations, and voluntary deposits by the Parishes.  The
Diocese serves as the payee and custodian for national collections
that are taken in the Parishes for restricted purposes like
Catholic Home Missions and other like programs to which Parishes
and parishioners donate.

Since it is more expedient for the organizations to receive one
check from the Diocese than to receive a number of checks, it is
part of the Diocese's responsibility to receive checks from each
Parish and transmit the funds to the national organizations
benefiting from the collections.  The Diocese receives other funds
from third parties like the Parishes that are for a restricted
purpose, and from employees participating in the Lay Employee
Pension Plan and similar programs.  Additionally, the Diocese
collects for other employee benefits from the Parishes and other
organizations and pays for those benefits in a lump sum covering
the Diocese employees as well as the employees of the other
entities.

The Diocese deposits all receipts and amounts remitted into an
operating account.  The receipts and remitted amounts are also
accounted for in the Diocese's books and records.  Funds are then
disbursed out of the Operating Account either directly to the
organization that is the ultimate beneficiary or payee, or are
temporarily invested in the Diocese's account at Wells Fargo Bank
until the beneficiary requests for the funds.  Funds reach the
Diocese primarily in the form of checks from each Parish or other
entity that participates in a deposit and loan fund or for whom
the Diocese provides services.

From the Operating Account, checks are issued for the benefit of
the recipient for whom the funds were received by the Diocese.
Periodically, funds are transferred out of the Operating Account
into the Wells Fargo Account.  Funds deposited in the Wells Fargo
Account are held and managed in accordance with the "Diocese of
Tucson Investment Guidelines, Operating and Short Term
Portfolio."  The funds in the Wells Fargo Account are invested in
instruments that are highly rated and safe in accordance with the
Investment Guidelines.

In accordance with the cash management practices and the
administrative function served by the Diocese, the Parishes
maintain three months of operating expenses in their own bank
accounts.  Any funds in excess of those amount are deposited with
the Diocese as trustee and custodian, to be administered by the
Diocese in accordance with the policies and practices pertaining
to the Deposit and Loan Fund.

                    (B) Disbursements, Payroll
                      & Parish Loan Payments

The Diocese makes all disbursements to third parties from the
Operating Account.  Employees are paid from the Payroll Account.
Withholding taxes are paid from the Payroll Account, primarily by
electronic transfer, to taxing authorities or other third parties.

Ms. Boswell informs Judge Marlar that the most critical service
that the Diocese provides to the Parishes is acting as a payment
agent for certain loans made by the Catholic Order of Foresters, a
121-year-old, not-for-profit fraternal insurance organization.

The purpose of the Deposit and Loan Fund is to provide loans to
other Parishes.  As unincorporated associations, the Parishes do
not generally have access to commercial credit at rates as
favorable as corporate borrowers.  Therefore, some of the
Parishes have loans from Foresters that have been guaranteed by
the Diocese as well as loans from the Deposit and Loan Fund.

Typically, the Parishes either send their payments to the Diocese
to be transmitted to Foresters or they pre-fund several months of
payments into the Deposit and Loan Fund from which the Diocese
then, as instructed by the Parishes, transmit the monthly
payments.  The Diocese also has direct lending relationships with
Foresters.

Ms. Boswell submits that it is critical that this lending
relationship with the Foresters continue undisrupted, and
uninterrupted.  Maintenance of the Diocese's cash management
procedures will ensure that no parish loan payments are
inadvertently missed, stopped, or misdirected.  Approving the
request also benefits the Diocese in that the Parish loans will
remain current and will not create a claim against the Diocese on
its guaranty.

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)


CBD MEDIA: Dividend Plan Sparks Moody's Review of Low-B Ratings
---------------------------------------------------------------
Moody's Investor Service placed the ratings for CBD Media LLC, the
principal operating subsidiary of CBD Media Holdings LLC on review
for possible downgrade following the company's announcement that
it is considering a dividend to the company's equity sponsors
potentially funded by a $75 million to $100 million senior note
issuance at Holdings and a $25 million increase in its secured
bank debt.

The review for downgrade is predicated on significant additional
leverage for the company, increasingly limited financial
flexibility, with minimal margin for error, as a direct result of
management's aggressive use of debt to provide dividends for its
equity sponsors.  This distribution would follow a $133 million
distribution in 2003.  Together they exceed all of the initial
equity contributed by the sponsors since acquiring the company in
March 2002.

These ratings are under review for possible downgrade:

   -- Ba3 rating on the $130 million of secured bank credit
      facilities;

   -- B3 rating on the $150 million of senior subordinated notes
      due 2013;

   -- B1 rating on the senior implied at Holdings; and

   -- B3 rating on the senior unsecured issuer rating at Holdings.

Headquartered in Cincinnati, Ohio, CBD Media LLC is a multi-media
publisher of 15 Yellow and White Page directories covering Greater
Cincinnati, Northern Kentucky, South Eastern Indiana and Dayton.


CDA INT'L: Breaches Subordinated Debt Loan Agreement Covenants
--------------------------------------------------------------
CDA International, Inc., reported that its subordinated debt
lender has put the Company on notice that the Company is in breach
of its covenants with respect to the Loan Agreement with the
Lender.

CDA's financial performance has suffered in fiscal 2004 and
continues into fiscal 2005 due to rising material costs and
adverse foreign exchange conditions due to the rise of the
Canadian Dollar.  CDA's margins have been seriously deteriorated
since more than 70% of its sales are to United States based
customers.  Although the Canadian dollar did seem to show some
signs of rebounding during the period March 2004 to July 2004,
this has quickly changed in the most recent months by climbing to
an exchange rate of US $0.80.  In addition, energy and steel
prices continue to soar and reduce margins and competitiveness.  
CDA is attempting to rectify its margins and improve efficiency by
focusing on customers with higher margins, Canadian based accounts
and less overhead and occupancy costs.  CDA has reduced specific
areas of its operations that have been impacted in margins and are
focusing on the areas that are traditionally higher margins and
not impacted by rising material costs.

CDA's audited financial statements for the year ended
June 30, 2004 are expected to be released shortly.

CDA is a leading designer and manufacturer of Point-of Purchase
displays, fixtures and trade show exhibits for consumer product
retailers and manufacturers.


CHAPCO CARTON: Has Until Nov. 10 to Make Lease-Related Decisions
----------------------------------------------------------------
The Honorable Bruce W. Black of the U.S. Bankruptcy Court for the
Northern District of Illinois extended, until November 10, 2004,
the period within which Chapco Carton Company, can elect to
assume, assume and assign, or reject its unexpired nonresidential
real property leases.

The Debtor explains that it is pursuing a dual path in its
chapter 11 case.  

The first path consists of the Debtor making its operations more
efficient and exerting every effort to achieve its sales
projections, receivable collections, and authorized disbursements
with the intention of confirming an internal plan of
reorganization.  This option will minimize disruption to the
Debtor's operations and allow the Debtor to continue to capitalize
on its increased efficiencies.

The second path consists of the Debtor contemplating procedures to
sell its folding cartons manufacturing and distribution business
as a going concern in the event the goal of an internal
reorganization cannot be attained.  This option will increase the
Debtor's going concern value by reserving the right to assume and
assign the lease agreement to a potential purchaser, subject to
applicable cure provisions.

The Debtor adds that the extension will benefit both its estate
and its creditors by providing more time to decide which of the
two paths is most beneficial.

The Debtor assures Judge Black that the extension will not
prejudice Duke Construction, as it is current on all post-petition
obligations under the lease agreement.

Headquartered in Bolingbrook, Illinois, Chapco Carton Company
-- http://www.chapcocarton.com/-- manufactures, sells and  
distributes folding cartons used for retail packaging in food,
candy, office supplies and automotive parts industries.

Chapco Carton 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.


CHIQUITA BRANDS: $211 Million of 10.56% Sr. Notes Exchanged
-----------------------------------------------------------
Chiquita Brands International, Inc. (NYSE: CQB - News) said
approximately $211 million aggregate principal amount of its
$250 million issue of 10.56% Senior Notes due 2009 have been
tendered on or prior to the expiration date of its previously
announced tender offer and consent solicitation for the Notes,
representing approximately 84% of the outstanding Notes.  In
addition to the $209 million principal amount of Notes previously
tendered and paid for in connection with the consent solicitation,
an additional $2 million principal amount was tendered prior to
the expiration of the tender offer at midnight, New York City
time, on Oct. 12, 2004.  Chiquita made payment for these remaining
Notes on Wednesday.

As part of its tender offer for the Notes, Chiquita previously
received the requisite consents to eliminate substantially all of
the restrictive covenants included in the indenture under which
the Notes were issued.  The supplemental indenture relating to the
Notes containing those changes became operative on Sept. 28, 2004.
The consent solicitation and tender offer have now concluded.

Chiquita Brands International is a leading international marketer,
producer and distributor of high-quality bananas and other fresh
produce, which are sold primarily under Chiquitar premium brands
and related trademarks.  The company is one of the largest banana
producers in the world and a major supplier of bananas in Europe
and North America.  The company also distributes and markets
fresh-cut fruit and other branded, value-added fruit products.
Additional information is available at http://www.chiquita.com/

                         *     *     *

As reported in the Troubled Company Reporter on September 23,
2004, Moody's Investors Service assigned a B2 rating to the
prospective senior unsecured note issue of Chiquita Brands
International, Inc., and affirmed Chiquita's B1 senior implied
rating. The outlook is stable.  Proceeds from the prospective
$250 million note issue refinance Chiquita's existing
$250 million 10.56% notes, due 2009.


COLLINS & AIKMAN: Bryce Koth Replaces J. Michael Stepp as New CFO
-----------------------------------------------------------------
Collins & Aikman Corporation (NYSE: CKC) reported these executive
assignments and appointments:

Bryce Koth has been appointed to the position of Chief Financial
Officer, effective immediately.  Mr. Koth was the company's Vice
President-Finance & Controller and head of tax.  Prior to coming
to Collins & Aikman in 2002, Mr. Koth had held senior finance
positions at Visteon Corporation and Ford Motor Company, and had
worked at Deloitte and Touche.

Mr. Koth replaces J. Michael Stepp, who has announced his
retirement from the full-time executive position of CFO.  Mr.
Stepp will continue in his position as Vice Chairman of the
company's board of directors.

David Cosgrove has been appointed Senior Vice President-Financial
Planning & Controller replacing Mr. Koth.  Previously Cosgrove was
the company's Vice President-Financial Planning and Analysis.

Robert Krause has been appointed Senior Vice President-Finance &
Administration.  In this newly created position Krause will be
responsible for Risk Management, Investor Relations, Human
Resources, Information Technology and Facilities Management.

John Galante has been appointed Vice President and Treasurer
replacing Mr. Krause.  Previously Mr. Galante was Director of
Strategic Planning.

Referring to Mr. Stepp's retirement, David A. Stockman, Chairman
and CEO of the company said "Three years ago we called Mike back
to C&A to help integrate our acquisitions and restructure the
Company's financial operations."  Mr. Stockman continued, "His
missions are accomplished. Our acquisitions are now integrated.  
We have completed a refinancing of our balance sheet.  And he has
helped reshape our finance team by bringing in and training these
talented people who are ready for the job."

"We look forward to benefiting from Mike's continuing good counsel
as an active member of our board of directors," Mr. Stockman
added.  "I have great confidence in Bryce Koth, Dave Cosgrove, Bob
Krause and John Galante and the rest of our team of finance
professionals," Stockman added.  "They are our finance leaders for
the future of the new Collins & Aikman."

Collins & Aikman Corporation, a Fortune 500 company, is a global
leader in cockpit modules and automotive floor and acoustic
systems and is a leading supplier of instrument panels, automotive
fabric, plastic-based trim, and convertible top systems.  The
Company's current operations span the globe through 16 countries,
more than 100 facilities and nearly 24,000 employees who are
committed to achieving total excellence.  Collins & Aikman's high-
quality products combine superior design, styling and
manufacturing capabilities with NVH "quiet" technologies that are
among the most effective in the industry.  Information about
Collins & Aikman is available on the Internet at
http://www.collinsaikman.com/

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 13, 2004,
Moody's Investors Service assigned ratings for the proposed new
debt obligations of Collins & Aikman Products Co., a subsidiary of
Collins & Aikman Corporation (NYSE: CKC), which will refinance the
company's existing guaranteed senior secured credit facilities and
existing guaranteed senior subordinated notes.

In conjunction with the proposed partial refinancing of the
company's balance sheet and additionally incorporating updated
information obtained regarding the company's current operations
and near-to-intermediate term operating and cash flow generation
prospects, Moody's also affirmed Collins & Aikman's existing
guaranteed senior secured notes rating, corporate ratings, and
speculative grade liquidity rating and raised the company's rating
outlook to stable, from negative.


CONSUMERS ENERGY: Outage Extension Won't Affect Fitch's BB+ Rating
------------------------------------------------------------------
The recent announcement by Consumers Energy Co. that it will
likely extend the refueling outage at its Palisades nuclear plant
for five to six weeks to allow for further inspection and possible
repairs on two reactor vessel head penetrations has no near-term
effect on the company's existing 'BB+' senior secured rating and
Stable Outlook.  However, credit concerns may arise for Consumers'
parent company, CMS Energy (CMS; senior unsecured rated 'B+',
Rating Outlook Stable) should the outage extend significantly past
current expectations resulting in higher expenses at the utility
and subsequent reduced cash flow distributions to CMS.  CMS is
heavily reliant on Consumers for upstream cash dividends to meet
debt service obligations.  This concern is somewhat mitigated by
the reinstatement of the purchased power cost recovery mechanism
in Michigan, which provides Consumers with the ability to recover
a majority of its purchased power costs from ratepayers. Another
mitigant is that the extended outage occurs during a shoulder
season when demand is relatively low and the cost of replacement
power can be contained.

The Palisades nuclear plant was shut down on Sept. 19 for a
scheduled refueling outage.  During the outage, Consumers
conducted an inspection of the reactor vessel head and the
45 control drive rods, which penetrate the vessel head. During
this inspection, Consumers identified two drive rods that warrant
further inspection and possible repair.  The further inspection
and mobilization will add approximately two weeks to the refueling
outage and if repairs are necessary, another three to four weeks
of outage will be required.

Consumers expects to have sufficient power to meet its load
requirements from its other plants or purchase arrangements.  
These arrangements could increase the cost of power to the utility
by an estimated $1.6 million, pretax, per week during the extended
outage.  Of this estimated amount, approximately $600,000 per week
is not recoverable from ratepayers.  The preliminary estimate of
the costs of additional inspections and possible activities to
repair the reactor vessel penetrations is around $5 million.

Consumers, the primary subsidiary of CMS Energy, is a combination
electric and natural gas utility that serves more than 3.3 million
customers in Michigan's lower peninsula.


COTT CORPORATION: Will Release 2004 3rd Qtr. Results on Oct. 20
---------------------------------------------------------------
Cott Corporation (NYSE: COT; TSX: BCB) will release its third
quarter financial results before the markets open on Wednesday,
October 20, 2004.  John K. Sheppard, president and chief executive
officer and Raymond P. Silcock, executive vice president and chief
financial officer, will host a conference call at approximately
2:00 pm ET on October 20 to discuss these results.

For those who wish to listen to the presentation, there is a
listen-only dial-in telephone line, which can be accessed as
follows:

    North America:     800-814-4890
    International:     416-640-1907

                            Webcast

To access the conference call over the Internet, investors,
analysts and the public in general are invited to visit Cott's
website at http://www.cott.comat least fifteen minutes early to  
register, download, and install any necessary audio/video
software.  For those who are unable to access the live broadcast,
a replay will be available at Cott's website following the
Conference Call through 12:00 noon ET on Wednesday Nov. 3, 2004.

Cott Corporation is the world's largest retailer brand soft drink
supplier, with the leading take home carbonated soft drink market
shares in this segment in its core markets, the United States,
Canada and the United Kingdom.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 2, 2004,
Standard & Poor's Rating Services revised its outlook for Cott
Corp. to positive from stable.  At the same time, Standard &
Poor's affirmed its 'BB' long-term corporate credit and 'B+'
subordinated debt ratings on Toronto, Ontario-based Cott Corp.

Total debt outstanding was about US$362 million at July 3, 2004.

As reported in the Troubled Company Reporter on Aug. 23, 2004,
Moody's Investors Service upgraded the ratings for Cott
Corporation recognizing the company's strong and consistent
financial and operating performance throughout the recent past and
affirming Moody's expectation of continued success over the
ratings horizon.


CROWN HOLDINGS: Segment Income Increases 18% to $185 Million
------------------------------------------------------------
Crown Holdings, Inc. (NYSE: CCK), reported its financial results
for the third quarter and nine months ended Sept. 30, 2004.

                     Third Quarter Results

Net sales in the third quarter rose to $1.992 billion, a 7.5%
increase over the $10.853 billion in the third quarter of 2003.  
European Division net sales increased 9.4% in the third quarter of
2004 over the same period in 2003 and Americas Division net sales
rose 5.0% compared to the 2003 third quarter.

Gross profit was up 13.8% in the third quarter to $273 million
over the $240 million in the 2003 third quarter.  As a percentage
of net sales, gross profit expanded to 13.7% in the third quarter
compared to 13.0% in the same quarter last year.  The improvements
reflect increased operating efficiencies, the ongoing positive
effects of the Company's cost containment and restructuring
programs in recent years and stronger foreign currencies.

Segment income (defined by the Company as gross profit less
selling and administrative expense and provision for
restructuring) grew 17.8% to $185 million in the third quarter, up
$28 million over the $157 million in the 2003 third quarter.  A
reconciliation of segment income from gross profit is provided as
a note to the attached unaudited Consolidated Statements of
Operations.  Segment income as a percentage of net sales expanded
to 9.3% from 8.5% in the same period last year.

Commenting on the results, John W. Conway, Chairman and Chief
Executive Officer, stated, "We are extremely pleased with the
continuation of improving financial performance.  In the third
quarter, the Company again improved operating efficiencies as a
result of changes we have made to our operating platform over the
past few years.  This is reflected by the 70 basis point expansion
in gross margin for the period which underlies the growth in
segment income."

"Equally important, Crown continues to distinguish itself in the
marketplace with leading innovations that enable our customers'
products to stand out on the retail shelves while enhancing the
consumer's ease of use.  For example, our industry-leading can
shaping technology and easy open ends are garnering increased
customer attention.  In addition, we are marketing our bi-
compartmental aerosol technology for a new range of food, personal
care and household products," Mr. Conway added.

Interest expense in the third quarter was $91 million compared to
$100 million in the third quarter of 2003.  The decrease reflects
the impact of lower average debt outstanding compared to the prior
year third quarter partially offset by higher average interest
rates.

As previously announced, on September 1, 2004, the Company
successfully completed a $1.05 billion refinancing which consisted
of the sale of euro 350 million of 6.25% first priority senior
secured notes due 2011 and a new $625 million senior secured
credit facility which included a $500 million revolving and letter
of credit facility due in 2010 and a $125 million term loan
facility due in 2011.  The net proceeds of the refinancing were
used to refinance the Company's then-existing senior credit
facility.  In connection with the refinancing, the Company
recorded a non-cash charge of $33 million ($29 million after tax
or $0.17 per diluted share) in the third quarter for the write-off
of unamortized fees related to the refinanced debt.  Additionally,
on October 6, 2004, the Company sold euro 110 million of 6.25%
first priority senior secured notes due 2011.  The issuance was an
add-on to the euro 350 million issued on September 1, 2004,
bringing the aggregate principal amount of the 6.25% first
priority senior secured notes due 2011 to euro 460 million.  The
net proceeds of the offering were used to repay the Company's
existing $125 million term loan facility, which was scheduled to
mature in 2011 and for other corporate purposes.

Net income in the third quarter grew to $58 million, or $0.35 per
diluted share, after net charges of $0.18 per diluted share for
the loss on early extinguishments of debt and for restructuring
provisions, partially offset by a net gain of $0.13 per diluted
share for the remeasurement of foreign currency exposures in
Europe.  In the 2003 third quarter, net income was $6 million, or
$0.04 per diluted share, which included a net loss of $0.29 per
diluted share on provisions for asset impairments and
restructuring partially offset by a net gain of $0.17 per diluted
share related to foreign currency exposures in Europe.

                        Nine-Month Results
   
For the first nine months of 2004, net sales rose to
$5.451 billion, an increase of 8.2% over the $5,039 million in the
first nine months of 2003.  European Division net sales were up
11.0% in the first nine months of 2004 over the same period in
2003 and Americas Division net sales grew 4.8% compared to the
first nine months of last year.

Gross profit for the nine-month period increased to $717 million,
up 18.1% over the $607 million reported for the first nine months
of 2003.  Gross profit as a percentage of net sales for the nine-
month period expanded to 13.2% compared to 12.0% of net sales in
the first nine months of 2003.  The improvements reflect increased
operating efficiencies, stronger foreign currencies and firm
volumes.

Segment income in the first nine months of 2004 improved 23.5% to
$447 million, or 8.2% of net sales, over the $362 million, or 7.2%
of net sales in the same period last year.

For the first nine months of 2004, interest expense was
$270 million compared to $280 million for the same period last
year. The decrease is the result of lower average debt outstanding
compared to the prior year partially offset by higher average
interest rates.

Net Income for the first nine months of 2004 grew to $78 million,
or $0.47 per diluted share, after net charges totaling $0.20 per
diluted share for losses on early extinguishments of debt and
provisions for restructuring, partially offset by a net gain of
$0.03 per diluted share for the remeasurement of foreign currency
exposures in Europe.  This compares to net income of $22 million,
or $0.13 per diluted share, for the first nine months of 2003,
which included a net gain of $0.49 per diluted share related to
foreign currency exposures in Europe and a net loss of $0.49 per
diluted share related to provisions for asset impairments and
restructuring, the writedown of an equity investment and losses on
early extinguishments of debt.

Crown Holdings, Inc., through its affiliated companies, is a
leading supplier of packaging products to consumer marketing
companies around the world.  World headquarters are located in
Philadelphia, Pennsylvania.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 16, 2004,
Standard & Poor's Ratings Services assigned its 'BB' bank loan
rating and a recovery rating of '1' to Crown Americas Inc.'s -- an
indirect, wholly owned subsidiary of Crown Holdings Inc. --
proposed $125 million term loan B due 2011, based on preliminary
terms and conditions.

The bank loan rating is one notch above the corporate credit
rating; this and the '1' recovery rating indicate a high
expectation of full recovery of principal in the event of default.
Consequently, the offering of Crown European Holdings SA's first
priority senior secured notes due 2011 is reduced to $428 million,
from $550 million.

Standard & Poor's also affirmed its 'BB' bank loan rating and a
recovery rating of '1' to Crown Holdings Inc.'s proposed $500
million senior secured credit facilities due February 2010, based
on preliminary terms and conditions.  The facilities include a
$400 million senior secured revolving credit facility, of which up
to $200 million is available to Crown Americas in U.S. dollars,
and up to $200 million is available to Crown European Holdings in
euros and pounds sterling; and a $100 million senior revolving
letter of credit facility.  The bank loan rating is one notch
above the corporate credit rating; this and the '1' recovery
rating indicate a high expectation of full recovery of principal
in the event of default.

At the same time, Standard & Poor's also affirmed its 'BB' rating
and a '1' recovery rating to the proposed $428 million first
priority senior secured notes due 2011, which are to be issued
under Rule 144A with registration rights by Crown European
Holdings and will be guaranteed by Crown Holdings.  The 'BB'
rating is one notch above the corporate credit rating; this and
the '1' recovery rating indicate a high expectation of full
recovery of principal in the event of default.  Proceeds are
expected to be used to finance the outstanding bank debt, and for
fees and expenses.

Standard & Poor's also affirmed its 'BB-' corporate credit rating
and other existing ratings on the Philadelphia, Pennsylvania-based
company.  The outlook is stable.  Crown had outstanding total debt
of about $4 billion at June 30, 2004.

"The ratings on Crown reflect its aggressive financial profile,
onerous debt burden, and risks associated with its asbestos
litigation, all of which overshadow its average business risk
profile," said Standard & Poor's credit analyst Liley Mehta.


CSFB MORTGAGE: Fitch Puts Two Double-B Rated Classes on Watch
-------------------------------------------------------------
Fitch Ratings places Credit Suisse First Boston Mortgage
Securities Corp., commercial mortgage pass-through certificates
series, 2002-TFL1 on Rating Watch Negative:

   -- $10.1 million class E 'A-';

These two rake classes associated with the Williamsburg and the
Commons loan are also placed on Rating Watch Negative:

   -- $6.5 million class F-WBC 'BB+';
   -- $3.5 million class G-WBC 'BB-'.

Fitch does not rate class H-WBC.

The classes are placed on Rating Watch Negative due to the
deteriorating performance of the Williamsburg and the Commons
loan.  The loan matures Nov. 11, 2004 and will not meet the
extension criteria.  As of the September 2004 distribution date,
the outstanding principal balance has been reduced by
approximately 58.2% to $331.5 million since issuance primarily due
to the repayment of six loans.

Williamsburg and The Commons Multifamily Portfolio (12.7%),
consists of two garden-style apartment properties with 1,264 units
located in Cincinnati, Ohio.

As of trailing 12 months ending July 2004, the Fitch adjusted net
cash flow -- NCF -- declined 28.2% since issuance.  The decline in
NCF is attributed to a softening market, decreased occupancy and
in-place concessions.  The occupancy as of July 2004 dropped to
71% compared to 83% at issuance.  Market vacancy in Cincinnati is
9% as of June 2004.  Occupancy has been decreasing steadily each
month as six-month leases in place have expired.  The servicer
noted extreme deferred maintenance at the property, which has also
contributed to a decline in occupancy.  In accordance with the
loan documents, the special servicer has replaced the property
manager due to the DSCR falling below 1.10 times (x).

The transaction has become more concentrated with only five loans
remaining, only three of which have extension options.

The classes will remain on Rating Watch Negative until more
information on the potential refinancing becomes available.


CSFB MORTGAGE: Fitch Affirms Low-B Ratings on Five Cert. Classes
----------------------------------------------------------------
Credit Suisse First Boston (CSFB) Mortgage Securities Corp.'s
commercial mortgage pass-through certificates, series 2001-CK3 are
affirmed:

   -- $16.5 million class A-1 at 'AAA'
   -- $105.5 million class A-2 at 'AAA'
   -- $127.0 million class A-3 at 'AAA'
   -- $582.4 million class A-4 at 'AAA'
   -- Interest-only class A-X at 'AAA'
   -- $42.3 million class B at 'AA'
   -- $56.3 million class C at 'A'
   -- $11.3 million class D at 'A-'
   -- $14.1 million class E at 'BBB+'
   -- $25.4 million class F at 'BBB'
   -- $8 million class G-1 at 'BBB-'
   -- $11.7 million class G-2 at 'BBB-'
   -- $14.1 million class H at 'BB+'
   -- $24.8 million class J at 'BB'
   -- $9 million class K at 'BB-'
   -- $12.7 million class L at 'B+'
   -- $9.9 million class M at 'B-'

Fitch does not rate the $6.8 million class N or the $10.3 million
class O certificates.

The rating affirmations reflect the stable pool performance and
minimal paydown since issuance.  As of the September 2004
distribution date, the pool's aggregate certificate balance has
decreased by 3.5% since issuance, to $1.10 billion from
$1.13 billion.

Key Commercial Mortgage, the master servicer, provided year-end
2003 borrower operating statements for 96% of the pool's
outstanding balance.  The weighted average debt service coverage
ratio (DSCR) for YE 2003 remained stable at 1.59 times (x),
compared with 1.58x at issuance.  Approximately 9% of the pool
reported YE 2003 DSCRs below 1.00x.

Three loans (1%) are currently in special servicing, including two
90 days delinquent (0.89%) and one in foreclosure (0.10).  The
largest of these loans (0.77%) is collateralized by a vacant
office property in Menlo Park, California and is currently 90 days
delinquent.  The special servicer and the borrower are negotiating
a potential discounted payoff.

Fitch reviewed the credit assessment of two loans in the pool, 888
Seventh Avenue (9.7%) and Atrium Mall (4.4%).  Based on stable
performance, the loans maintain investment-grade credit
assessments.  DSCRs for these loans are calculated using borrower-
reported net operating income -- NOI -- less required reserves
divided by debt service payments, based on the current balance and
a Fitch-stressed refinance constant of 9.23%.

The 888 Seventh Avenue is an office property located in New York,
New York.  The property contains 874,000 square feet and was built
in 1971 (renovated in 1998).  Occupancy as of YE 2003 was 93%, and
the DSCR increased to 1.60x from 1.51x at issuance.

The Atrium Mall is a 215,000 SF retail center located in Chestnut
Hill, Massachusettes.  Occupancy at YE 2003 was 92%, and the DSCR
slightly increased to 1.49x from 1.43x at issuance.  Major tenants
include Borders Books (13% of net rentable area), The Gap/Gap Kids
(14%), and Pottery Barn/Pottery Barn Kids (10%).


CUMMINS INC: Former Coca-Cola Executive Joins Board of Directors
----------------------------------------------------------------
Cummins, Inc., (NYSE:CMI) said Carl Ware, a retired Coca-Cola
executive and a former Atlanta councilman, has been elected to the
Company's Board of Directors.  Mr. Ware becomes the ninth member
of the Cummins Board and his term begins immediately.

Mr. Ware retired from the Coca-Cola Co. in 2003 after a career in
which he served as the first president of the company's Africa
Group and as the executive vice president of Public Affairs and
Administration.  He was the principal architect of Coca-Cola's
1986 disinvestment from South Africa.

Mr. Ware served on the Atlanta City Council.  He was elected to
the post in 1973 and served as the council president from 1976 to
1979.

"We are pleased that a person of Carl's caliber is joining the
Board of Directors," said Cummins Chairman and CEO Tim Solso.  
"His business experience in the global marketplace and commitment
to public service will make him a valuable member of the Cummins
Board."

Mr. Ware, 61, will serve on the Board's Finance, Audit, Governance
and Nominating, and Technology and Environment committees.  His
term will run through the Company's next annual meeting, set for
April 2005.  All Cummins directors are elected annually.  Two
Cummins Directors - Frank Thomas and Walter Elisha - retired from
the Board in April.

Mr. Ware currently serves as the chairman of the Nelson Mandela
Invitational golf tournament, which benefits the Nelson Mandela
Children's Fund.  He is also a director of ChevronTexaco, Georgia
Power, Coca-Cola Bottlers Consolidated, PGA TOUR Golf Course
Properties and the Atlanta Falcons.

Mr. Ware earned his bachelor's degree from Clark College in
Atlanta and his master's degree in urban planning from the
University of Pittsburgh.  Ware, who is married, now owns the
Coweta County, Georgia, farm where he was born and raised.

                          About Cummins

Cummins Inc., is a corporation of complementary business units
that design, manufacture, distribute and service engines and
related technologies, including fuel systems, controls, air
handling, filtration, emission solutions and electrical power
generation systems.  Headquartered in Columbus, Indiana, Cummins
serves its customers through more than 680 company-owned and
independent distributor locations in 137 countries and
territories.  Cummins also provides service through a dealer
network of more than 5,000 facilities in 197 countries and
territories.  With more than 24,000 employees worldwide, Cummins
reported sales of $6.3 billion in 2003. Press releases can be
found by accessing the Cummins home page at www.cummins.com.

                          *     *     *

As reported in the Troubled Company Reporter on May 28, 2004,
Fitch Ratings affirms the senior secured debt rating of Cummins
Inc. at 'BB+', the senior unsecured rating at 'BB-', and the
preferred rating at 'B+'.  The Rating Outlook has been revised to
Stable from Negative, reflecting positive developments related to
both economic fundamentals and Cummins' competitive position.

Concerns remain surrounding the ability of Cummins to restore
profit margins and cash flow generation to historic levels,
especially in the face of unrelenting technological competition
being driven by changes mandated by the Environmental Protection
Agency.  Additional concerns include the impact of continuing
industry vertical integration in the vital Class 8 truck market
and the impact of pensions/OPEB on the business.

Over the last year economic trends have improved substantially.
The impact of this is being felt through most of Cummins' end
markets with Q1 year-over-year sales up 40% in the Engine segment,
38% in the Power Generation segment, 37% in the Filtration/Other
segment, and 26% in the International Distributor segment.  These
higher sales figures, when combined with cost cutting and
efficiency efforts, resulted in a substantial improvement in 1st
quarter income and cash-flow ($33 million in Q1 2004 net income
vs. a loss of $31 in Q1 2003).  Expectations for the balance of
the calendar year are up dramatically, albeit less than Q1 rates
due to factors to include the impact of the 2002 engine pre-buy
episode.  Expectations are for sales to be up 10%-15% while income
is projected to likely triple.  These projections are based not
only upon the improving revenue picture, but also better cost
efficiency due to improving economies of scale and general cost
cutting.


DALEEN TECHNOLOGIES: Inks Settlement Agreement with Stockholders
----------------------------------------------------------------
Daleen Technologies, Inc., (OTCBB:DALN), reached an agreement in
principle with plaintiffs to settle a consolidated class action
lawsuit brought on behalf of a purported class of stockholders of
Daleen common stock against Daleen, its directors, Behrman Capital
II, L.P. and certain affiliates, Daleen's largest stockholder, and
Quadrangle Group LLC and certain affiliates.  The agreement in
principle is subject to a number of conditions including the
execution of a formal settlement agreement and approval by the
Court of Chancery of the State of Delaware.

In connection with the settlement, Daleen agreed that, upon final
court approval of the settlement and subject to consummation of
Daleen's merger and going private transaction, each record holder
of Daleen common stock as of the effective time of the merger
(other than the defendants and the holders of Daleen's Series F
Preferred Stock and their affiliates, including Behrman, who are
excluded from the purported class) will be entitled to a cash
settlement payment equivalent to $0.0366 per share of common
stock.  The proposed settlement further contemplates that counsel
for the plaintiffs will apply to the court for an award of fees
and expenses not in excess of $125,000 in the aggregate.  This
settlement amount and the fees and expenses are in addition to the
cash consideration of $0.0384 per share of common stock to which
such holders are entitled in the transactions.  If the settlement
is approved, all claims against Daleen, its directors, Behrman and
Quadrangle will be dismissed with prejudice.

                          About Daleen

Daleen Technologies, Inc., is a global provider of high
performance billing and customer care, OSS revenue assurance
software, with a comprehensive outsourcing solution for
traditional and next generation service providers.  Daleen's
solutions utilize advanced technologies to enable providers to
reach peak operational efficiency while driving maximum revenue
from products and services.  Core products include its RevChain
billing and customer management software, Asuriti event management
and revenue assurance software, and BillingCentral ASP outsourcing
services. More information is available at http://www.daleen.com/

                         *     *     *

                      Going Concern Doubt

In its Form 10-Q for the quarterly period ended June 30, 2004,
filed with the Securities and Exchange Commission, Daleen
Technologies, Inc., reported a net loss of approximately
$4.8 million for the six months ended June 30, 2004 and had an
accumulated deficit of $219.3 million at June 30, 2004.  Cash and
cash equivalents and restricted cash at June 30, 2004 were
$1.7 million. Cash used in operations for the six months ended
June 30, 2004 was $2.8 million.

As a result of the Company's business concentration risk, past
recurring losses from operations and accumulated deficit, it
raises substantial doubt about the Company's ability to continue
as a going concern.


DIMON INC: Moody's Shaves Ratings on Sr. Unsecured Debt to B1
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of the senior
unsecured bonds and the bank credit facility of DIMON Incorporated
to B1 from Ba3 and kept them under review for possible downgrade.  
A review of the ratings for possible downgrade was initiated on
June 22, 2004.

The downgrade reflects:

     (i) an increased competitive environment in the leaf trading
         industry,

    (ii) current disruptions in sourcing, and

   (iii) Moody's expectation that DIMON's ability to reduce its
         leverage over the medium term will be limited.

Continuing review for possible downgrade of the ratings reflects
the technical default under the indentures announced by the
company on October 11, 2004.  If a waiver of this technical
default is obtained, Moody's is likely to confirm the ratings and
assign a stable outlook.

Rating downgraded and kept under review for possible downgrade:

   * Issuer rating, to B2 from B1
   * Senior implied rating, to B1 from Ba3
   * Bank credit facility, to B1 from Ba3
   * $200 million senior notes due 2011, to B1 from Ba3
   * $125 million senior notes due 2013, to B1 from Ba3

The downgrade is triggered by:

   -- Increased margin pressure from cigarette companies, as a
      result of their own necessity to reduce costs.  While
      DIMON's customer base is fairly diversified, the leaf
      trading industry suffers from overcapacity in several areas

      of the world, increasing the bargaining power of the
      cigarette companies.  Moody's expects that this pressure
      will make it more difficult for the company to stabilize its
      operating margins.  This pressure is exacerbated by a
      consumer demand for cigarettes that is at best increasing at
      1% of the average worldwide, due to demographic growth being
      largely offset by declining per-capita consumption rates.

   -- Difficulties in securing a steady flow of supplies.  DIMON
      has recently become vulnerable to a global shift in leaf
      sourcing.  Political difficulties in Zimbabwe have led to
      drastic cuts in shipments out of this country.  While DIMON
      is well-positioned in Brazil, which is an alternative source
      to Zimbabwe, changing market dynamics there have created a
      more difficult environment for company as tobacco farmers
      have postponed deliveries and tried to extract a higher
      price from leaf dealers, and new entrants are now competing
      to purchase a portion of the crop.

      Nonetheless, while softness in volumes and sourcing
      disruptions have led DIMON to a last-twelve-months retained
      cash flow minus capital expenditures (after working capital)
      of $(19) million in the first quarter of fiscal year 2005,
      Moody's expects a significant improvement in revenue in the
      next two quarters, as shipments of a very large South
      American crop continue.

   -- Continuing high leverage.  At the end of the first quarter
      of fiscal year 2005, the debt to EBIT ratio reached 10.95,
      concurrent with a 36% year-to-year increase in inventories,
      to $664 million.  Moody's expects that these metrics largely
      reflect timing issues and will significantly improve in the
      coming two quarters, once procured tobacco is shipped and
      after processing is sold to clients, who have committed to
      make these purchases (as is normal practice in the
      industry).  Nonetheless, Moody's also expects that after
      stabilization of earnings and cash flow, DIMON's retained
      cash flow (before working capital) to debt is likely to
      remain in the single digits, reflective of a B1 credit for
      this industry.

The ratings reflect:

     (i) the company's strong position in the leaf trading
         industry,

    (ii) conservativeness of its procurement policy, and

   (iii) solidity of its relationship with its clients.

They also reflect:

     (i) the strong bargaining power of these clients, which
         induces margin pressure,

    (ii) the volatility of crop supplies,

   (iii) minimal worldwide demand growth for tobacco, and

    (iv) the company's high leverage.

DIMON has an approximate 35% market share in the worldwide leaf
trading industry, a diversified client base and diversified
sourcing (covering all tobacco-growing areas of the world).

Ratings remain under review as a result of a technical default
under the company's indentures and revolving credit.  On
October 11, 2004, DIMON sought consent of waiver of previous
defaults under the limitation on restricted payments covenant
under the indentures arising from or related to the payment of
dividends to holders of the company's common stock, and
investments in a majority-owned subsidiary.  It also sought an
amendment of certain provisions of the indentures to confirm the
company's ability to make dividend payments to holders of its
common stock in an amount not to exceed $14.1 million in any
12 month period and to allow the company to make up to $2 million
of investments in subsidiaries through December 31, 2005, each
case without regard to a consolidated interest coverage ratio
tests.  The company is also seeking a waiver of the cross-default
clause under the revolving credit agreement.  Dividend payments
have been made since December 2003 in violation of the indentures
as a result of an apparent misunderstanding by company's
management of the restrictions under the indentures.

Moody's expects that the company stands a strong chance of
obtaining the waiver and amendment from bond holders and from the
bank group, in view of the company's reasonable prospects of an
improvement in its cash flow over performance in the first three
quarters of the fiscal year 2005, and its reaffirmation of the
earnings guidance in the upper range of the one it has previously
given to investors.  Should the company obtain the necessary
waivers and amendment by the deadline it has set to bondholders
and the banks of October 22, 2004, Moody's is likely to confirm
the ratings and assign a stable outlook.  If the company did not
succeed in obtaining the waivers, the ratings could be downgraded
by several notches and remain under review for possible downgrade,
while the company would likely be looking for alternative
solutions.

Based in Danville, Virginia, DIMON is the world's second largest
dealer of leaf tobacco with operations in more than 30 countries.
At the end of the third quarter of fiscal year 2005, its total
last-twelve-months revenue was $1.2 billion.


DIRECTV: Reorganization Will Generate Cash Flow Growth, Fitch Says
------------------------------------------------------------------
DIRECTV Group, Inc., the parent company of DIRECTV Holdings, LLC,
and News Corporation together with Grupo Televisa, Globopar, and
Liberty Media International announced a series of transactions to
reorganize their Latin American direct broadcast satellite -- DBS
-- businesses that will result in the combination of the two DBS
operators in the Latin American region.  Fitch rates DIRECTV's
senior secured credit facility 'BB+' and its senior unsecured
notes 'BB' with a Stable Rating Outlook.

Prior to the restructuring, DIRECTV Group owned approximately 86%
of DIRECTV Latin America while Darlene Investments held the
remaining equity stake.  As of the end of the second quarter of
2004, DIRECTV Latin America had approximately 1.538 million
subscribers, including 423,000 in Brazil and 266,000 in Mexico.  
While the restructure does not directly effect DIRECTV's U.S.
operations, it does significantly improve DTVG's competitive
position and growth prospects in Latin America.  Fitch believes
that the reorganization will position DIRECTV Group's Latin
American segment to generate sustainable revenue and free cash
flow growth, reducing the likelihood of DIRECTV funding the cash
requirements of DIRECTV Latin America.

The restructuring will result in the combination of DBS businesses
in Brazil, Mexico, Chile, and Colombia, creating a DBS business
that will have over 3.3 million subscribers.  DIRECTV Group agreed
to pay a total of $579 million in cash to News Corp. and Liberty
for their equity stakes in Sky Brazil, Sky Mexico, and Sky Multi-
Country and to other parties for their equity interests in Sky
Multi-Country.  In addition, DIRECTV Group will consolidate
approximately $210 million of debt related to the Sky Brazil
business.  Following the restructure, DIRECTV Group will have a
72% interest in the merged Brazilian DBS operation, a 43%
ownership position in Sky Mexico.  Pro forma for the restructure
as of June 30, 2004, each of the merged Brazilian operations and
Sky Mexico would control approximately 1.2 million subscribers;
however, Fitch does not expect 100% of DTVG's Mexican subscribers
to migrate to the Sky Mexico platform.  DBS operations outside of
Brazil and Mexico, with subscribers totaling 938,000 after the
restructure, will be consolidated under the PanAmericana platform,
which will be 100% owned by DIRECTV Group.  Fitch expects that
before one-time charges related to set top box replacement and
eliminating excess satellite capacity are instituted, DTVG's new
Latin America segment will generate positive free cash flow in
2005.

Fitch expects that DIRECTV Group will fund the transactions
through utilization of existing cash balances.  During 2004,
DIRECTV Group raised substantial cash by selling its set top box
receiver manufacturing business to Thomson, its Hughes Software
Systems business to Flextronics, and its 80.4% equity interest in
PanAmSat Corporation to affiliates of Kohlberg, Kravis Roberts &
Co, LP.  The asset sales position DIRECTV Group with significant
liquidity.  Fitch estimates total cash available to DIRECTV Group
of approximately $4.3 billion after the close of the PanAmSat
sale.


DUALSTAR TECH: Tardy Annual Report Will Question Firm's Viability
-----------------------------------------------------------------
DualStar Technologies Corporation (OTCBB:DSTR) is unable to timely
file its Annual Report on Form 10-K for the fiscal year ended
June 30, 2004, which is due yesterday, Oct. 13, 2004, following a
previous request for an extension to the Securities and Exchange
Commission.  The delay is attributable primarily to the inability
of the Company's independent public accountants to complete its
audit of the year-end financial statements.  The auditors have
advised the Company that it will likely issue a qualified opinion
based on uncertainty as to whether the Company can continue as a
going concern.  It is expected that the Annual Report will be
filed by the end of October 2004.

DualStar Technologies Corporation, through its wholly owned
subsidiaries, operates electrical and mechanical construction-
related businesses.  For more information, visit the Company's web
site at http://www.dualstar.com/ The Company's common stock is  
traded on the OTCBB under the symbol DSTR.


DYER FABRICS: Creditors Must File Proofs of Claim by Nov. 15
------------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Tennessee set November 15, 2004, as the deadline for all creditors
owed money by Dyer Fabrics, Inc., on account of claims arising
prior to July 9, 2004, to file their proofs of claim.

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

               Clerk of the Bankruptcy Court
               Western District of Tennessee
               200 Jefferson Avenue, Suite 413
               Memphis, Tennessee 38103

Headquartered in Dyersburg, Tennessee, Dyer Fabrics Inc., a
textile wholesaler and manufacturer, filed for chapter 11
protection on July 9, 2004 (Bankr. W.D. Tenn. Case No. 04-30609).
When the Debtor filed for protection from its creditors, it
reported more than $10 million in estimated assets and debts.


ELCOM INT'L: Subsidiary Inks Global Strategic Alliance Agreement
----------------------------------------------------------------
elcom, inc., the wholly owned eProcurement and eMarketplace
solutions subsidiary of Elcom International, Inc. (OTC Bulletin
Board: ELCO and AIM: ELC and ELCS), and Heiler Software Corp., a
wholly owned subsidiary of Heiler Software AG, (Frankfurt: HLR),
signed a Global Strategic Alliance Agreement.

Under the terms of the Global Strategic Alliance Agreement, Elcom
will offer Heiler's Premium Business Catalog, Premium Content
Manager and PSX Toolkit in conjunction with its hosted
eProcurement and eMarketplace solutions.  The Global Strategic
Alliance with Heiler Software Corporation enhances the depth and
breath of Elcom's eProcurement and eMarketplace solutions by
providing its customers with a best of breed electronic catalog
management system consisting of a self service catalog content
management portal, open catalog search engine and content
management services for suppliers.  The electronic catalog
management solutions will be hosted by Elcom and available
immediately as a service option to customers.

The core of Heiler's electronic catalog management solution is the
Premium Business Catalog, an open electronic catalog system which
can be seamlessly integrated with commercially available
eProcurement or Supplier Relationship Management systems via
industry standards such as SAP's Open Catalog Interface or Ariba
cXML Punch-out.  The PBC solution allows buying organizations to
define catalog views for individuals or groups resulting in more
efficient identification of products or services to be ordered.
Heiler also offers a high-end solution for self-service management
by trading partners of electronic catalogs and for the integration
of supplier data into private procurement or electronic
marketplace systems via the Premium Content Manager.  PCM enables
self-service management of electronic catalogs via an Internet
accessible portal resulting in improved cooperation between buyers
and suppliers and greater overall efficiency in managing updates
and changes to electronic catalog content.

Robert J. Crowell, Chairman and CEO of Elcom International, Inc.,
stated, "We are pleased to add the Heiler suite of electronic
catalog management solutions and content services to our overall
portfolio of hosted B2B eCommerce solutions.  With the execution
of this Global Strategic Alliance Agreement, Elcom significantly
improves its electronic catalog offering while creating a new
source of revenue.  The partnership between our two companies
offers the market a best of breed yet affordable offering from
Elcom in a time when market consolidation is limiting sources of
open end to end solutions for creating eProcurement and
eMarketplace opportunities."

Gregory Wong, Chief Operating Officer, Heiler Software Corporation
(USA) stated, "The strategic alliance between Heiler and elcom,
inc. also underscores the Heiler strategy of growth through
strategic partnerships and our ability to service customers around
the globe, regardless of country, language or time zone."

elcom, inc.'s Product Offerings Include:

PECOS Internet Procurement Manager (PECOS.ipm) is elcom's remotely
hosted eProcurement solution that automates the procurement
process from product information discovery and ordering through
financial settlement.  PECOS.ipm is rapidly deployable, has a low
cost of implementation, and provides client's personnel with
browser-based self-service purchasing functions directly from
their desktops, including multi-vendor electronic catalogs that
support standard or negotiated "custom" pricing with preferred
suppliers.

PECOS Business Products Marketplace (PECOS.bpm) is elcom's owned
and operated branded eMarketplace solution that targets the small
to medium size enterprise that has an interest in lowering
operating costs by automating the internal processes associated
with procurement of business products such as office and IT
products and leveraging deep discounts offered by participating
suppliers.  Elcom's PECOS.BPM offers commercial enterprises a
selection of hundreds of thousands of products from Office Depot,
Inc., (NYSE: ODP - News), one of the world's largest resellers of
office products, and Ingram Micro, Inc., the largest distributor
of IT products in the world, both of whom are strategic suppliers
to Elcom.

                   About Heiler Software AG
    
Heiler Software AG is a leading provider of electronic catalog
management systems and content services for eProcurement. Heiler
Software offers comprehensive catalog management and content
services for buyers and suppliers - all from a single source. The
exchange of information between buyers and suppliers and customers
must be automated if eProcurement is to meet its objectives of
improving efficiency while reducing the cost of products
purchased. Premium Content Services from Heiler -- together with
the company's Premium Business Catalog (PBC) and Premium Content
Manager (PCM) -- provide the optimal response to optimizing a
customer's investment in B2B eCommerce.

                  About Elcom International, Inc.

Elcom International, Inc. (OTC Bulletin Board: ELCO and AIM: ELC
and ELCS), operates elcom, inc., an international B2B Commerce
Service Provider offering affordable solutions for buyers, sellers
and commerce communities to conduct business online. PECOS,
elcom's remotely hosted flagship solution, enables enterprises of
all sizes to achieve the many benefits of B2B eCommerce without
the burden of infrastructure investment and ongoing content and
system management. http://www.elcominternational.com/

At June 30, 2004, Elcom International's stockholders' deficit
narrowed to $841,000, compared to a $2,778,000 deficit at
March 31, 2004.


FOOTSTAR INC: Has Until November 12 to File Chapter 11 Plan
-----------------------------------------------------------
The Honorable Adlai S. Hardin, Jr., of the U.S. Bankruptcy Court
for the Southern District of New York, awarded Footstar, Inc., an
extension of its exclusive periods under 11 U.S.C. Sec. 1121.  The
footwear retailer has the exclusive right to file a plan through
Nov. 12, 2004, and has the exclusive right, through Jan. 13, 2004,
to solicit acceptances of that plan from creditors.  

Footstar told Judge Hardin that it needs more time to negotiate
with Kmart Corp.  Footstar's Meldisco unit sells shoes in Kmart
stores under a long-standing agreement.  Footstar, Inc. sought
authority from the Bankruptcy Court on August 12, 2004, seeking to
assume the Kmart contract.  Kmart's balked and told the Bankruptcy
Court it wants the contract terminated.  The deal is critical to
Footstar's ability to reorganize.  Footstar already sold its
Footaction and Just For Feet units.  

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

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


FRANK'S NURSERY: Wants to Pay $600,000 to 10 Key Employees
----------------------------------------------------------
Frank's Nursery & Crafts, Inc., wants the U.S. Bankruptcy Court
for the Southern District of New York to approve the payment of
bonuses totaling just over $600,000 to 10 key employees:

     * CEO Walter Spokowsi;
     * CFO Alan Minker;
     * Human Resources VP Keith Oreson;
     * Legal & Real Estate VP Michael McBride;
     * Legal Assistant Susan Miller;
     * IT Specialist Rudie Noble; and
     * Four Finance Department employees:
       -- Edward Orehek,
       -- Eric Wieber,
       -- Michael Sanders, and
       -- Laura Harper.

The bonus payments will be equal to a percentage of each
employee's annual salary and paid when a plan of liquidation is
confirmed.  

The failed craft retailer tells the Bankruptcy Court that it needs
to retain these 10 key employees during through the on-going GOB
sales and to wind-up the company's affairs.  The Debtor argues
that the loss to creditors would be greater than $600,000 if these
key employees left Frank's and took other jobs.

A hearing on the Key Employee Retention Plan is scheduled for
Oct. 22, 2004.  Objections, if any, must be filed and served by
Oct. 19.

Headquartered in Troy, Michigan, Frank's Nursery & Crafts, Inc.
-- http://www.franks.com/-- specializes in nursery products, lawn  
and garden hardlines, floral decor, custom bows & floral
arrangements, and Christmas merchandise.

Frank's Nursery and its parent company, FNC Holdings, Inc., each
filed a voluntary chapter 11 petition in the U.S. Bankruptcy Court
for the District of Maryland on February 19, 2001.  The companies
emerged under a confirmed chapter 11 plan in May 2002.  Frank's
Nursery filed another chapter 11 petition on September 8, 2004
(Bankr. S.D.N.Y. Case No. 04-15826).  In the company's second
bankruptcy filing, it listed $123,829,000 in total assets and
$140,460,000 in total debts.


HAWK CORP: S&P Assigns B Rating to Planned $100M Sr. Unsec. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Cleveland, Ohio-based Hawk Corp. to 'B+' from 'B'. The
outlook is stable.

At the same time, Standard & Poor's assigned its 'B' rating to
Hawk's proposed $100 million senior unsecured notes due 2014.  The
proceeds from the offering and the new unrated $30 million, five-
year bank facility are being used to refinance the 12% senior
unsecured notes due 2006 and repay the existing $53 million credit
facility.  Pro forma for the transaction, total debt (including
the present value of operating leases) for the specialty
components manufacturer is expected to be approximately
$111 million.

"The ratings upgrade is due to the company's improved financial
flexibility and capital structure, partly resulting from the
refinancing that extends debt maturities to 2009 and beyond," said
Standard & Poor's credit analyst Heather Henyon.  "In addition,
the company continues to benefit from improved financial
performance resulting from the recovery of some of Hawk's end-
markets, particularly heavy-duty trucking and construction."

Hawk designs, engineers, manufactures, and markets specialty
components made principally from powdered metals for use in
aerospace, industrial, and commercial markets.  Hawk operates in
three distinctive business segments:

         * friction products (60% of revenues),
         * precision components (34% of revenues), and
         * performance racing (6% of revenues).

Hawk is a preferred supplier of brake pads, transmission disks,
clutch buttons, die-cast aluminum rotors, and other performance
products to many leading original equipment manufacturers -- OEMs.

Hawk continues to benefit from improvement of some of its end-
markets and the general economic recovery in the U.S.  However,
products targeting the aerospace and lawn and garden markets
continue to have declining sales, which the company is mitigating
through greater focus on the aftermarket.

Upon closing of the new bank facility, liquidity is expected to be
modest.  Hawk plans to execute a new $30 million asset-based
revolving credit facility (unrated) concurrently with the new
senior unsecured notes offering.  After taking outstanding letters
of credit into consideration, availability is expected to average
about $20 million.  While the facility is smaller than the
company's prior $53 million revolving credit facility,
availability is expected to be sufficient to meet working capital
and capital expenditure requirements.  Financial flexibility is
modestly enhanced by the company's ability to sell discrete
business units if needed.


HCA INC: S&P Shaves Rating One Notch to BB+
-------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Nashville, Tennessee-based hospital operator HCA Inc. to 'BB+'
from 'BBB-'.  The outlook is stable.  Total outstanding debt as of
June 30, 2004, was $8.7 billion.

"The downgrade primarily reflects the company's intention to
repurchase $2.5 billion of its shares through a Dutch auction
process, which is to be completed in the fourth quarter of 2004.  
The magnitude of the transaction is indicative of a financial
policy that is no longer consistent with an investment-grade
rating," said Standard & Poor's credit analyst Michael Kaplan.
This is particularly true considering the company's pre-
announcement of weaker-than-expected 2004 third-quarter earnings
that highlights operating risks.

Growing uninsured patient volume has contributed to a decline in
HCA's operating margins, which fell to about 16% by mid-2004 from
nearly 20% a year before.  The company remains challenged to
collect its private-pay billings fully and promptly, and bad debt
reserves are now approaching 12% versus 8% in early 2003.  Still,
the company's operating cash flow remains significant, and
Standard & Poor's expects the company to internally generate funds
over the next couple of years in excess of capital needs.  
Nevertheless, reflecting the debt required to accomplish its share
repurchase proposal, credit protection will be more characteristic
of a speculative-grade financial profile.


HCA INC: Share Buyback Plan Cues Moody's to Review Low-B Ratings
----------------------------------------------------------------
Moody's Investors Service placed the debt ratings of HCA, Inc.
(sr. unsecured at Ba1) under review for possible downgrade
following the company's announcement that it will purchase
approximately $2.5 billion of its stock in a one-time transaction.

Ratings placed under review for possible downgrade:

   -- HCA, Inc.:

      * Ba1 senior unsecured ratings;
      * Ba1 senior implied rating;
      * Ba1 issuer rating;
      * (P) Ba1 senior shelf rating.

This rating action is based on Moody's concern that the company is
seeking to add shareholder value at the expense of bondholders at
a time when the company's volume and revenue growth trends
continue to show softness.  Given these weaker growth trends, we
believe that HCA may need to rely on additional purchases of its
stock in order to fuel growth, which may keep debt at higher
levels.

Moody's review will consider:

   (1) the likelihood that HCA will need to continue to engage in
       share buybacks in order to maintain growth;

   (2) the ability of the company to improve operating performance
       and cash flow generation; and

   (3) the company's plans to deleverage following this
       transaction.

The rating agency expects to conclude its review on an expedited
basis. Moody's anticipates that any downward rating action would
be limited to one-notch.

HCA Inc., headquartered in Nashville, Tennessee is the nation's
largest acute care hospital company operating 190 acute care
hospitals and other healthcare facilities in the US and Europe.


HEALTHCORE LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Lead Debtor: HealthCore LLC
             47 West Pomfret Street
             Carlisle, Pennsylvania 17013

Bankruptcy Case No.: 04-06101

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      HealthCore of Maryland LLC                 04-06100
      HealthCore of Ohio, LLC                    04-06102

Type of Business: The Debtor provides staffing for health
                  care facilities throughout Pennsylvania.

Chapter 11 Petition Date: October 8, 2004

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtors' Counsel: Robert E. Chernicoff, Esq.
                  Cunningham & Chernicoff PC
                  2320 North Second Street
                  P.O. Box 60457
                  Harrisburg, PA 17106-0457
                  Tel: 717-238-6570
                  Fax: 717-238-4809

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

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


HOLLISTER ROAD: U.S. Trustee Meets Creditors on November 4
----------------------------------------------------------
The United States Trustee for Region 6 will convene a meeting of
Hollister Road Investments, Ltd.'s creditors on Nov. 4, 2004, at
10:00 a.m. at 515 Rusk Avenue, Suite 3401 in Houston, Texas.  This
is the first meeting of creditors required under 11 U.S.C. Sec.
341(a) in all bankruptcy cases.

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

Headquartered in Houston, Texas, Hollister Road Investments, Ltd.,
operates a 588-unit apartment complex.  

The Company filed for chapter 11 protection on October 1, 2004
(Bankr. S.D. Tex. Case No. 04-43889).  Eric J. Taube, Esq. at
Hohmann, Taube & Summers, LLP, represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it estimated more than $1 million in assets and
$12 million in debts.


IDEAL ACCENTS INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Ideal Accents, Inc.
        aka Interact Technologies, Inc.
        aka Fairhaven Technologies, Inc.
        10200 West Eighth Mile Road
        Ferndale, Michigan 48220

Bankruptcy Case No.: 04-16632

Type of Business:  The Company sells styling and functional
                   accessories for vehicles.  Styling accessories
                   include leather seats, wood dashes, custom
                   grilles, and roof treatments.  Functional
                   accessories include security, convenience,
                   comfort, navigation, safety, and infotainment.
                   See http://www.idealaccents.com/

Chapter 11 Petition Date: October 13, 2004

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Schuyler G. Carroll, Esq.
                  Arent Fox PLLC
                  1675 Broadway
                  New York, New York 10019
                  Tel: (212) 484-3955
                  Fax: (212) 484-3990

Total Assets:   $60,000

Total Debts: $4,208,571

The Debtor did not file a list of its 20 largest unsecured
creditors.


INA CBO: Fitch Junks $40 Mil. Class A-3 & $22 Mil. Class B-1 Notes
------------------------------------------------------------------
Fitch Ratings downgraded the ratings on two classes of notes and
affirmed the ratings on five classes of notes issued by INA CBO
1999-1 Ltd./INA CBO 1999-1 (Delaware) Corp.:

   -- $21,826,377.89 class A-1L notes affirmed at 'AAA';
   -- $8,000,000 class A-1 notes affirmed at 'AAA';
   -- $38,000,000 class A-1F notes affirmed at 'AAA';
   -- $35,000,000 class A-2 notes downgraded to 'B+' from 'BB-';
   -- $45,000,000 class A-2F notes downgraded to 'B+' from 'BB-';
   -- $40,000,000 class A-3 notes remain at 'CC';
   -- $22,000,000 class B-1 notes remain at 'C'.

INA CBO is a collateralized bond obligation -- CBOs -- established
in September 1999 to issue approximately $304 million in notes and
income notes.  Payments are made on a semi-annual basis, and the
collateral pool consists of predominantly high yield bonds.  The
original principal balance of the class A-1L notes prior to
amortization was $86 million, and the final maturity date of this
class of notes is September 2009.  The rest of the rated classes
of notes will mature in September 2011.

Since the last rating action in January 2003, the collateral pool
has suffered further downward migration in credit quality.  In its
Aug. 17, 2004 trustee report, INA CBO's collateral includes a par
amount of $14.1 million (9.5%) in defaulted assets.  The
percentage of 'CCC+' or below assets has gone up to 26.6% from
17.4% since January 2003.  The senior class A
overcollateralization -- OC -- test, with a trigger of 120%, has
fallen further to 114.70% from 117.6% since January 2003.  The
class A OC test, with a trigger of 109%, has also fallen to 89.70%
from 97.7% since January 2003.  Moreover, the class B OC test,
with a trigger of 103%, has fallen to 77.6% from 89.2%.  This
transaction is currently in an event of default due to the failure
to maintain an OC test at least equal to 90% of the OC trigger.  
This event has not been cured and the trading ability of the
current asset manager has been limited.

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.  For more information on the
Fitch Vector Model, see 'Global Rating Criteria for Collateralised
Debt Obligations,' dated Aug. 1, 2003 and available on the Fitch
Ratings web site at http://www.fitchratings.com/

Fitch will continue to monitor these transactions.


INTEGRATED: IHS Liquidating Wants Until March to File Final Report
------------------------------------------------------------------
Since September 9, 2003, IHS Liquidating, LLC, has made
substantial progress in its effort to prosecute or otherwise
resolve a large volume of claim objections that were filed by the
IHS Debtors.  Based on the progress of IHS Liquidating's claims
resolution efforts and its liquidation of the Excluded Assets,
IHS Liquidating believes that it would be able to make a
$20,000,000 initial distribution to unsecured creditors at or near
the end of 2004, followed by further distributions as claims are
reconciled and Excluded Assets are monetized.

IHS Liquidating, as successor to the IHS Debtors, asks the Court
to further:

   (1) delay the entry of a final decree closing the IHS Debtors'
       Chapter 11 cases until June 6, 2005; and

   (2) extend the date for filing a final report and accounting
       in all of the IHS Debtors' cases to March 5, 2005.

Alfred Villoch, III, Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, explains that IHS Liquidating seeks
to delay the entry of a final decree closing all of the IHS
Debtors' Chapter 11 cases to ensure a full opportunity to continue
to prosecute or resolve pending claim objections and other
matters.  Furthermore, IHS Liquidating seeks to extend the date
for filing the final report and accounting in all of the IHS
Debtors' Chapter 11 cases because the jurisdiction of the Court
may still be necessary while the claims administration process is
ongoing.

"Delaying entry of a final decree for the IHS case will help
ensure that distributions are made under the [IHS] Plan only to
those actual creditors, and in such amounts, as are appropriate,"
Mr. Villoch states.  "Moreover, a final report and accounting will
not be accurate since the claims administration process has not
come to a conclusion."

The Court will convene a hearing on November 10, 2004 to consider
IHS Liquidating's request.  By application of Del.Bankr.LR
9006-2, the deadline for filing a final report and accounting is
automatically extended through the conclusion of that hearing.

Headquartered in Owings Mills, Maryland, Integrated Health
Services, Inc. -- http://www.ihs-inc.com/-- IHS operates local  
and regional networks that provide post-acute care from 1,500
locations in 47 states.

Integrated Health filed for chapter 11 protection on February 2,
2000 (Bankr. Del. Case No. 00-00389).  Michael J. Crames, Esq.,
Arthur Steinberg, Esq., and Mark D. Rosenberg, Esq., at Kaye,
Scholer, Fierman, Hays & Handler, LLP, represent the Debtors in
their restructuring efforts.  On September 30, 1999, the Debtors
listed $3,595,614,000 in consolidated assets and $4,123,876,000 in
consolidated debts. (Integrated Health Bankruptcy News, Issue No.
83; Bankruptcy Creditors' Service, Inc., 215/945-7000)


INTERMET CORP: Lenders OKs Use of Cash Collateral Until Oct. 22
---------------------------------------------------------------
INTERMET Corporation (Pink Sheets: INMTQ) reported that its
prepetition lenders agreed to permit the company's continued use
of cash collateral pending the availability of its debtor-in-
possession credit facility, subject to a budget that has been
approved by the prepetition lenders.  Use of cash collateral under
this agreement extends through October 22, 2004.  The company
believes that access to its cash collateral should be adequate for
the conduct of business prior to closing of the DIP credit
facility.

INTERMET is continuing its negotiations for a DIP facility and has
entered into a commitment with Deutsche Bank Trust Company
Americas and The Bank of Nova Scotia for a twelve-month secured
DIP revolving credit facility in the principal amount of
$60 million.  The Bankruptcy Court will consider the company's
request for approval of up to $20 million under the DIP facility
at a hearing scheduled for Tuesday, October 19, 2004.  In addition
to court approval, the $20 million is subject to an agreed-upon
budget, execution of definitive loan documentation, which the
company expects will occur next week, and other customary
conditions, including the placement of a lien on substantially all
of INTERMET's assets having priority over the liens of the
company's pre-petition lenders.

The remaining $40 million of availability under the DIP facility
is subject to various additional conditions and limitations,
including approval by the DIP lenders of a 13-week cash-flow
budget and certain financial projections prepared by INTERMET and
final approval by the court.  INTERMET will be subject to
customary financial and other covenants under the terms of the DIP
facility.

INTERMET's Board of Directors has voted to suspend payments of the
quarterly dividend of $0.01 per share declared in July 2004 and
scheduled to be paid October 1, 2004, to shareholders of record on
September 1, 2004.

Headquartered in Troy, Michigan, Intermet Corporation --
http://www/intermet.com/-- is one of the largest producers of  
ductile iron, aluminum, magnesium and zinc castings in the world.
It also provides machining and tooling services for the automotive
and industrial markets specializing in the design and manufacture
of highly engineered, cast automotive components for the global
light truck, passenger car, light vehicle and heavy-duty vehicle
markets.

Intermet along with its debtor-affiliates filed for chapter 11
protection on September 29, 2004 (Bankr. E.D. Mich. Case Nos.  
04-67597 through 04-67614).  Salvatore A. Barbatano, Esq., at
Foley & Lardner LLP, represents the Debtors.  When the Debtors
filed for protection from their creditors, they listed
$735,821,000 in total assets and $592,816,000 in total debts.


INTERMET CORP: Plans to Close Columbus Machining Plant in 2005
--------------------------------------------------------------
INTERMET Corporation (Pink Sheets: INMTQ) intends to close its
Columbus Machining Plant in Midland, Georgia, during the first
quarter of 2005.  The company said the closure is necessary to
rationalize excess production capacity and reduce costs.

The facility currently employs 86 people, including hourly and
salaried staff, and machines ductile-iron and light-metal castings
for the automotive industry.  INTERMET expects total sales of
about $12.0 million from the Columbus Machining Plant in 2004.

"This is a necessary decision for the company to make at this
time," said Chairman and CEO Gary F. Ruff.  "The plant has been
operating at a much- reduced capacity with very high overhead
costs."

Mr. Ruff said that INTERMET's objective for the future is to
consolidate machining and assembly operations into dedicated areas
in its casting facilities, as is presently the case with the
company's Light Metal Group.  "This allows for better utilization
of lean manufacturing and one-piece flow concepts.  As such, it is
our intention to move certain strategic Columbus Machining
programs into other INTERMET facilities, such as the Columbus
Foundry. However, some work will be outsourced.  In either case,
INTERMET will retain its Tier-1 position."

The closure of the Columbus Machining Plant is part of the
restructuring plan being developed by INTERMET and its financial
advisor Conway MacKenzie & Dunleavy in connection with the
company's Chapter 11 reorganization.

Headquartered in Troy, Michigan, Intermet Corporation --
http://www/intermet.com/-- is one of the largest producers of  
ductile iron, aluminum, magnesium and zinc castings in the world.
It also provides machining and tooling services for the automotive
and industrial markets specializing in the design and manufacture
of highly engineered, cast automotive components for the global
light truck, passenger car, light vehicle and heavy-duty vehicle
markets.

Intermet along with its debtor-affiliates filed for chapter 11
protection on September 29, 2004 (Bankr. E.D. Mich. Case Nos.
04-67597 through 04-67614).  Salvatore A. Barbatano, Esq., at
Foley & Lardner LLP, represents the Debtors.  When the Debtors
filed for protection from their creditors, they listed
$735,821,000 in total assets and $592,816,000 in total debts.


INTERMET CORPORATION: Section 341(a) Meeting Slated for Nov. 8
--------------------------------------------------------------
The United States Trustee for Region 9 will convene a meeting of
Intermet Corporation and its debtor-affiliates' creditors at 2:00
p.m., on November 11, 2004, in Room 743 at 211 West Fort Street in
Detroit, Michigan.  This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Troy, Michigan, Intermet Corporation --
http://www/intermet.com/-- is one of the largest producers of  
ductile iron, aluminum, magnesium and zinc castings in the world.  
It also provides machining and tooling services for the automotive
and industrial markets specializing in the design and manufacture
of highly engineered, cast automotive components for the global
light truck, passenger car, light vehicle and
heavy-duty vehicle markets.  

The Company along with its debtor-affiliates filed for chapter
11 protection on September 29, 2004 (Bankr. E.D. MI. Case Nos.
04-67597 through 04-67614).  When the Debtor filed for protection
from its creditors, it listed $735,821,000 in total assets with
$592,816,000 in total debts.


INTERSTATE BAKERIES: Hires Skadden Arps as Lead Counsel
-------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates ask the
Bankruptcy Court for authority to employ Skadden, Arps, Slate,
Meagher & Flom, LLP, and its affiliated law practice entities as
their attorneys under a general retainer to perform the legal
services that will be necessary under their Chapter 11 cases.   

According to Ronald B. Hutchison, Interstate Bakeries Corporation  
Chief Financial Officer, Skadden Arps has performed extensive  
legal work for the Debtors since June 2004, and acquired  
extensive knowledge of the Debtors and their businesses.

Since the later part of August 2004, Skadden Arps has been  
engaged by the Debtors to render professional legal services and  
advice concerning the Debtors' reorganization.  The firm has  
assisted the Debtors to prepare for and evaluate various  
restructuring alternatives.

Following the commencement of an internal review initiated by the  
Debtors' Audit Committee of the Board of Directors, Skadden was  
retained by the Debtors to assist the Audit Committee in  
investigating the Company's manner for setting its workers'  
compensation reserves and other reserves and, ultimately,  
rendered a report regarding the investigation to the Audit  
Committee.  Skadden's work on the Debtors' behalf on matters  
related to the Restatement Investigation is continuing.  As a  
result of representing the Debtors, Skadden has performed  
extensive legal work for the Debtors and acquired extensive  
knowledge of the Debtors and their businesses, capital structure,  
financing documents and other material agreements.

The Debtors want Skadden to continue representing them.

As the Debtors' lead counsel, Skadden Arps will:

   (a) advise the Debtors with respect to their powers and duties
       as debtors and debtors-in-possession in the continued
       management and operation of their businesses and
       properties;

   (b) advise the Debtors with respect to corporate transactions
       and corporate governance, and in any negotiations with
       creditors, equity holders, prospective acquirers, and
       investors;

   (c) assist the Debtors with respect to employee matters;

   (d) attend meetings and negotiate with representatives of
       creditors and other parties-in-interest and advise and
       consult on the conduct of the chapter 11 cases, including
       all of the legal and administrative requirements of
       operating in Chapter 11;

   (e) take all necessary action to protect and preserve the
       Debtors' estates, including the prosecution of actions on
       their behalf, the defense of any actions commenced against
       those estates, negotiations concerning all litigation in
       which the Debtors may be involved and objections to claims
       filed against the estates;

   (f) review and prepare on the Debtors' behalf all documents
       and agreements as they become necessary and desirable;

   (g) review and prepare on the Debtors' behalf all motions,
       administrative and procedural applications, answers,
       orders, reports and papers necessary to the administration
       of the estates;

   (h) negotiate and prepare on the Debtors' behalf plan of
       reorganization, disclosure statement and all related
       agreements and documents, and take any necessary action
       on the Debtors' behalf to obtain confirmation of that
       plan;

   (i) review and object to claims; analyze, recommend, prepare,
       and bring any causes of action created under the
       Bankruptcy Code;

   (j) advise the Debtors in connection with any sale of assets;

   (k) appear before the Court, any appellate courts, and the
       U.S. Trustee, and protect the interests of the Debtors'
       estates before those courts and the U.S. Trustee;

   (l) perform all other necessary legal services and provide all
       other necessary legal advice to the Debtors in connection
       with these chapter 11 cases; and

   (m) continue to assist the Debtors in matters relating to the
       Restatement Investigation.

J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom,  
LLP, in Chicago, Illinois, discloses that the partners, counsel  
and associates of the firm:

   (a) do not have any connection with the Debtors or their
       affiliates, their creditors, the United States Trustee or
       any person employed in the office of the United States
       Trustee, or any other significant party-in-interest, or
       their attorneys and accountants;

   (b) are "disinterested persons," as defined in Section 101(14)
       of the Bankruptcy Code; and

   (c) do not hold or represent any interest adverse to the
       estates.

Pursuant to an engagement agreement dated August 27, 2004, the  
Debtors paid Skadden initial retainers totaling $1.3 million.

Other than the Initial Retainer, Skadden has not received any  
other amounts from the Debtors with respect to restructuring and  
contingency planning matters.

Skadden will prepare a reconciliation of its prepetition fees,  
charges and disbursements and will issue a final statement to the  
Debtors, which may be less or more than the amount the Debtors  
paid to Skadden prior to the Petition Date.  However, Skadden  
will write-off the difference and not seek payment for any  
further amounts in the event the reconciled amount is more than  
amounts previously paid.  Skadden will retain the Final Retainer  
to pay any fees, charges and disbursements that remain unpaid at  
the end of the reorganization cases.

Other than the fees, charges and disbursements set forth in the
Restructuring Invoice and Investigation Invoices, Skadden has not  
billed the Debtors for any other matters since August of 2000.  
Any portion of the prepetition amounts received by Skadden that  
has not been applied to prepetition fees and expenses will be  
applied when those amounts are identified.  Should any balance  
remain after that application, the remainder will be held as a  
retainer for an applied against postpetition fees and expenses  
that are allowed by the Court.

Pursuant to the Engagement Agreement, Skadden provides the  
Debtors with periodic -- no less frequently than monthly --  
statements for services rendered and charges and disbursements  
incurred.  During the course of these reorganization cases, the  
issuance of periodic statements will constitute a request for an  
interim payment against the reasonable fee to be determined at  
the conclusion of the representation.

For professional services, Skadden's fees are based in part on  
its guideline hourly rates, which are periodically adjusted.  
Skadden will be providing professional services to the Debtors  
under its bundled rate schedules, hence, Skadden will not be  
seeking to be separately compensated for certain staff, clerical  
and resource changes.  As of April 1, 2004, the hourly rates  
under the bundled rate structure for the engagement are:

     $520 - 760        partners and of counsel
      495 - 630        counsel and special counsel
      250 - 490        associates
       85 - 195        legal assistants and support staff

The hourly rates are subject to periodic increases in the normal  
course of the Skadden's business, often due to the increased  
experience of the particular professional.

The firm's hourly rates are set at a level designed to compensate  
Skadden fairly for the work of its attorneys and legal assistants  
and to cover fixed and routine overhead expenses, including those  
items billed separately to other clients under Skadden's standard  
unbundled rate structure.  Consistent with the Skadden's policy  
to its other clients, Skadden will continue to charge the Debtors  
for all other services provided and for other charges and  
disbursements incurred in the rendition of services.  These  
charges and disbursements include, among other things:

   (1) costs for telephone charges,

   (2) photocopying -- at a reduced rate of $0.10 per page for
       black and white copies and a higher commensurate charge
       for color copies;

   (3) travel;

   (4) business meals -- but not overtime meals;

   (5) computerized research;

   (6) messengers;

   (7) couriers;

   (8) postage;

   (9) witness fees; and

  (10) other fees related to trials and hearings.

Charges and disbursements are invoiced pursuant to Skadden's  
policy statement concerning charges and disbursements.

Skadden intends to apply to the Court for allowance of  
compensation for professional services rendered and reimbursement  
of charges and disbursements incurred in these chapter 11 cases  
in accordance with applicable provisions of the Bankruptcy Code,  
the Federal Rules of Bankruptcy Procedure, the Local Bankruptcy  
Rules and orders of the Court.  Skadden will seek compensation  
for the services of each attorney and paraprofessional acting on  
the Debtors' behalf in these cases at the then current standard  
bundled rate charged for those services on a non-bankruptcy  
matter.

Skadden has agreed to accept as compensation the sums as may be  
allowed by the Court on the basis of the professional time spent,  
the rates charged for services, the necessity of these services  
to the administration of the estates, the reasonableness of the  
time within which the services were performed in relation to the  
results achieved, and the complexity, importance, and nature of  
the problems, issues or tasks addressed in these cases.

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.  

Interstate Bakeries 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)


JONES MEDIA: Moody's Reviewing Junk Ratings & May Upgrade
---------------------------------------------------------
Moody's Investors Service placed Jones Media Networks, LTD.
ratings on review for possible upgrade following the joint
announcement from E. W. Scripps Company and Jones Media that
Scripps will purchase the Great American Country Network from
Jones Media for $140 million.  The transaction is contingent upon
clearance under Hart Scott Rodino.  Once the transaction has
closed, Jones should have more than sufficient proceeds to call
all of the Jones Media bonds at full value, as required under the
indenture.

The review for upgrade will conclude following the close of the
Jones Media/Scripps transaction, which is expected to occur some
time in November 2004.

Moody's placed these ratings on review for possible upgrade:

   -- Caa2 $100 million of senior secured notes due 2005
   -- Caa2 Senior Implied rating, and
   -- Caa3 Senior Unsecured Issuer rating.

Jones Media Networks Ltd is an independent provider of programming
to radio stations and cable television systems, and also leases
transponder space and provides ad representation services to radio
programmers.  It is headquartered in Englewood, Colorado.


KAISER ALUMINUM: Asks Court to Approve Hatch Settlement Agreement
-----------------------------------------------------------------
Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that following the July 1999
explosion at Kaiser Aluminum & Chemical Corporation's Gramercy,
Louisiana, alumina facility, KACC entered into a series of
negotiations and interim contracts with Kaiser Engineers, Inc.,
for a project to rebuild the Gramercy Facility, resulting in the
execution of an Engineering, Procurement and Construction
Agreement for Gramercy Rebuild Project, dated April 17, 2000.  
Pursuant to the EPC Agreement, Lexington Insurance Company will
provide a professional liability insurance policy covering Kaiser
Engineers' design professional performance on the Gramercy
Rebuild Project.  On May 22, 2000, the EPC Agreement was amended
to remove construction, construction management, project site
safety, subcontracting and subcontract administration from Kaiser
Engineers' scope of work.

On June 9, 2000, Kaiser Engineers filed a voluntary petition for
relief under Chapter 11 before the United States Bankruptcy Court
for the District of Delaware.  On August 21, 2000, the Kaiser
Engineers Court approved the sale and assignment of the EPC
Agreement to Hatch Associates, Inc., and Hatch Associates
Consultants, Inc.  Upon Hatch's assumption of the EPC Agreement,
Lexington agreed to continue the Lexington Policy and added Hatch
Associates as an "Additional Named Insured" and Hatch Consultants
as "First Named Insured".

Commencing with Hatch's September 2000 invoice, KACC began
withholding sums for certain work on the Gramercy Rebuild Project
that KACC believed should be performed by Hatch at no cost to KACC
pursuant to the terms of the EPC Agreement.  Hatch disputed the
withholdings, and in August 2001 Hatch initiated arbitration
proceedings administered by the American Arbitration Association,
against KACC to recover the withheld fees.

On August 16, 2001, KACC initiated a lawsuit against Hatch and
Lexington in the 23rd Judicial District Court for the Parish of
St. James, State of Louisiana.  The Lawsuit alleges that Hatch
performed its work on the Gramercy Rebuild Project deficiently and
breached contractual obligations owed to KACC under the EPC
Agreement.  KACC also answered the Hatch arbitration demand,
denying liability, and filed counter-demands against Hatch in the
Arbitration.  Lexington subsequently agreed to join in the
Arbitration, and KACC filed amended and supplemental counter-
demands against Hatch and Lexington in the Arbitration.

Hatch filed Claim No. 1339 against KACC for $4,459,975 for costs
related to the Hatch Withholding Claims.

Subsequently, KACC filed a Complaint for the Avoidance and
Recovery of Preferential Transfers against Hatch seeking the
recovery of a $675,000 payment made to Hatch during the 90-day
period before the Petition Date.

                     The Settlement Agreement

The parties have agreed to enter into a Settlement Agreement to
resolve KACC's affirmative claims against Hatch and Lexington, the
Preference Claims, the Arbitration, the Lawsuit, the Hatch
Withholding Claims, and the Hatch Claim No. 1339.  The material
terms of the Settlement Agreement are:

   (a) On behalf of Hatch and itself, Lexington will pay to KACC
       $9,000,000;

   (b) Hatch will pay to KACC $575,000 in full settlement of the
       Preference Action.  KACC will dismiss the Preference
       Action with prejudice within five business days after
       receipt of Hatch's payment;

   (c) KACC will allow Hatch a general prepetition non-priority
       unsecured claim against KACC for $4,459,975.  Any other
       claims by Hatch filed against any of the Debtors are
       disallowed.  Hatch agrees not to file any claims arising
       before the date of the Settlement Agreement against any of
       the Debtors;

   (d) Hatch will dismiss the Arbitration and Hatch Withholding
       Claims with prejudice within five business days after the
       entry of a final non-appealable order approving the
       Settlement Agreement;

   (e) KACC will release Hatch and Lexington from any claims
       arising under the EPC Agreement including, but not
       limited to, the KACC Affirmative Claims.  KACC will
       dismiss its claims in the Arbitration and in the Lawsuit
       with prejudice within five business days after the receipt
       of Lexington's payment.  KACC's release will not apply to
       the extent that any proceeds of insurance are payable
       under the Lexington Policy, the Commercial General
       Liability Insurance Policy, if any, procured in respect of
       the Gramercy Rebuild Project, or the Excess/Umbrella
       Liability Insurance Policy, if any, procured in respect of
       the Gramercy Rebuild Project, in each case in respect of
       unknown latent defects for which Hatch may be liable.
       Any existing limitations contained in the EPC Agreement
       applications to those claims will remain in effect;

   (f) Hatch and Lexington will release KACC and the other
       Debtors from all claims arising from the KACC Affirmative
       Claims, the Lawsuit, and the Arbitration; and

   (g) Hatch will release KACC from all claims arising from the
       EPC Agreement, the Gramercy Rebuild Project, or any
       performance or lack of performance of KACC.

Ms. Newmarch states that the Settlement Agreement avoids the
uncertainty, time and expense of protracted litigation that would
otherwise occur in the Lawsuit, Arbitration, and Preference
Action.  Furthermore, many of the witnesses involved in the
Gramercy Rebuild Project are no longer employees of KACC and may
be unavailable to support KACC's claims.  Ms. Newmarch also points
out that the settlement amount represents a high percentage of the
original sum sought with regards to the Preference Action.

Accordingly, KACC asks the Court to approve the Settlement
Agreement.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of  
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.  

Kaiser Aluminum 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)


KITCHEN ETC.: Committee Hires Stevens & Lee as Co-Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave the
Official Committee of Unsecured Creditors of Kitchen Etc., Inc.,
permission to employ Stevens & Lee, P.C., as its co-counsel.

Stevens & Lee will:

    a) attend court hearings and Committee meetings;

    b) prepare electronic filings and service of pleadings,
       motions, notices, and other documents on behalf of the
       Committee;

    c) consult with the Committee's lead counsel, Lowenstein
       Sandler PC, on matters of strategy and local practice;

    d) review pleadings and other documentation filed by other
       parties in interest;

    e) perform legal research for the Committee; and

    f) perform other customary duties of a co-counsel as required
       by the Committee.

Joseph H. Huston, Jr., Esq., a Shareholder at Stevens & Lee, is
the lead attorney representing the Committee.  Mr. Huston will
bill the Debtor's estate $400 per hour for his services.  Mr.
Huston adds that the Firm will not duplicate the services of the
Committee's lead counsel, Lowenstein Sandler.

Mr. Huston reports Stevens & Lee's professionals bill:

    Professional            Designation           Hourly Rate
    ------------            -----------           -----------
    Joseph Gray             Shareholder              $335
    G. Thomas Whalen Jr.    Associate                 215
    Jennifer L. Roos        Paralegal                 135
    JoAnn Macdonald         Legal Assistant           110

Stevens & Lee does not have any interest adverse to the Committee,
the Debtor or its estate.

Headquartered in Exeter, New Hampshire, Kitchen Etc., Inc. --  
http://www.kitchenetc.com/-- was a multi-channel retailer of   
household cooking and dining products.

Kitchen Etc. filed for chapter 11 protection on June 8, 2004
(Bankr. Del. Case No. 04-11701) and quickly retained DJM Asset
Management to dispose of all 17 Kitchen Etc. stores throughout New
England, New York, Delaware, Pennsylvania, Maryland and Virginia.
Bradford J. Sandler, Esq., at Adelman Lavine Gold and Levin, PC
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$32,276,000 in total assets and $33,268,000 in total debts.


KITCHEN ETC.: Disclosure Statement Hearing Set for Nov. 16
----------------------------------------------------------
Kitchen Etc., Inc., will make its way to the U.S. Bankruptcy Court
for the District of Delaware on November 16, 2004, asking for a
stamp of approval on a disclosure statement explaining its
chapter 11 plan of liquidation to creditors.  If the Court finds
that the disclosure document contains adequate information within
the meaning of 11 U.S.C. Sec. 1125, the Liquidating Plan will be
sent to creditors for a vote.  

The retailer has completed GOB sales and its now winding-up its
affairs.  The GOB Sale Proceeds paid Wells Fargo Retail Finance,
LLC's $12.6 million DIP Loan in full.  

The Debtor's Plan provides for full payment of all administrative
priority, secured and priority claims.  What's left will be
distributed pro rata to the Debtor's unsecured creditors.  
Unsecured claims total just under $18 million.  Holders of
unsecured claims for less than $500 (or voluntarily reduced to
$500) are being offered 20 cents-on-the-dollar.  

Headquartered in Exeter, New Hampshire, Kitchen Etc., Inc. --
http://www.kitchenetc.com/-- was a multi-channel retailer of  
household cooking and dining products.

The Company filed for chapter 11 protection on June 8, 2004
(Bankr. Del. Case No. 04-11701) and quickly retained DJM Asset
Management to dispose of all 17 Kitchen Etc. stores throughout New
England, New York, Delaware, Pennsylvania, Maryland and Virginia.
Bradford J. Sandler, Esq., at Adelman Lavine Gold and Levin, PC
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$32,276,000 in total assets and $33,268,000 in total debts.


LB-UBS COMMERCIAL: S&P Assigns Low-B Ratings on Six Cert. Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to LB-UBS Commercial Mortgage Trust 2004-C7's
$1.43 billion commercial mortgage pass-through certificates series
2004-C7.

The preliminary ratings are based on information as of
Oct. 13, 2004.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect:

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

   (2) the liquidity provided by the trustee,

   (3) the economics of the underlying mortgage loans, and

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

Standard & Poor's analysis determined that, on a weighted average
basis, the pool has a debt service coverage of 1.69x, a beginning
LTV of 86.0%, and an ending LTV of 66.6%.

                  Preliminary Ratings Assigned
            LB-UBS Commercial Mortgage Trust 2004-C7
   
           Class         Rating      Amount (mil. $)
           -----         ------      ---------------
           A-1           AAA             113,000,000
           A-2           AAA             278,000,000
           A-3           AAA              50,000,000
           A-4           AAA              60,000,000
           A-5           AAA              79,000,000
           A-6           AAA             560,068,000
           A-1A          AAA             132,477,000
           B             AA+              10,709,000
           C             AA               14,278,000
           D             AA-              16,063,000
           E             A+               12,493,000
           F             A                14,278,000
           G             A-               12,494,000
           H             BBB+             12,493,000
           J             BBB               8,924,000
           K             BBB-             17,848,000
           L             BB+               3,570,000
           M             BB                5,354,000
           N             BB-               3,569,000
           P             B+                1,785,000
           Q             B                 3,570,000
           S             B-                3,569,000
           T             N.R.             14,278,977
           X-CL*         AAA           1,427,820,977**
           X-CP*         AAA           1,323,579,000**
           X-OL*         AAA             203,094,752**
              
                   *     Interest-only class
                   **    Notional amount
                   N.R.  Not rated


LIBERATE TECH: Landlord Sues for $3.9 Million in State Court
------------------------------------------------------------
Circle Star Center Associates, L.P., turned to the California
Superior Court for the County of San Mateo for a $3.9 million
judgment against Liberate Technologies.  Circle Star complains
that since Liberate didn't make its rent payments in July, August
and September, the lease agreement is in default.  Liberate owes
it a bundle on account of legal fees incurred during Liberate's
excursion through a flawed chapter 11 proceeding.  For good
measure, Circle Star adds counts to its lawsuit alleging
conversion and defamation.  

Circle Star filed its lawsuit on Sept. 29, 2004, and delivered an
amended complaint to the Court on Oct. 6, 2004.  The case number
is CIV442164, and Kenneth N. Burns, Esq., at Ellman, Burke,
Hoffman & Johnson, is Circle Star's attorney of record.  The
California State Court has scheduled a case management conference
at 9:00 a.m. on February 2, 2005.

Liberate says it plans to vigorously defend the lawsuit.

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 equity holders' committee.


LIFESTREAM TECH: Says August Shipments Grew 124 Percent
-------------------------------------------------------
Lifestream Technologies, Inc., (OTCBB:LFTC) said its shipments for
the month of August were up 124% over the same period in 2003.  
Preliminary numbers indicate $429,141 of product shipped during
August 2004, as compared to $191,766 for the previous August.

"We believe disclosure of these monthly shipment numbers addresses
investor questions and are indicative of our broad-based efforts,
particularly in marketing," said Christopher Maus, President and
CEO.  "Since the shipment change is so apparent, we thought it
appropriate to convey that number prior to the end of the quarter.  
It appears our increased distribution, acceptance by the
television shopping network's viewers, and other marketing efforts
are having an impact on our retailers.  Shipment numbers indicate
the retailer is either increasing inventory or increasing sell-
through at the retail shelf, which moves the medical device
category in the right direction."

Lifestream's revenue recognition policy does not necessarily
result in revenue recognition at the time product is shipped.  As
a result, shipments are not an indicator of the revenue to be
reported on our financial statements.

                 About Lifestream Technologies

The Company developed and currently markets a line of cholesterol
monitors to consumers and healthcare professionals that provide
test results in three minutes.

The Company's product line aids the health conscious consumer in
monitoring their risk of heart disease.  By regularly testing
cholesterol at home, individuals can monitor the benefits of their
diet, exercise and/or drug therapy programs.  Monitoring these
benefits can support the physician and the individual's efforts to
improve compliance.  Lifestream's products also integrate a smart
card reader further supporting compliance by storing test results
on an individual's personal health card for future retrieval,
trend analysis and assessment.

                         *     *     *

                       Going Concern Doubt

In its Form 10-QSB for the quarter period ended March 31, 2004,
filed with the Securities and Exchange Commission, Lifestream
Technologies reported substantial operating and net losses, as
well as negative operating cash flow, since its inception.  As a
result, the Company continued to have significant working capital
and stockholders' deficits at June 30, 2003.  In recognition of
such, the Company's independent certified public accountants
included an explanatory paragraph in their report on the Company's
consolidated financial statements for the fiscal year ended
June 30, 2003, that expressed substantial doubt regarding the
Company's ability to continue as a going concern.

The Company will continue to require additional financing to fund
its longer-term operating needs, including its continued
conducting of those marketing activities it deems critical to
building broad public awareness of, and demand for, its current
consumer device. The amount of additional funding needed to
support it until that point in time at which it forecasts that its
business will become self-sustaining from internally generated
cash flow is highly dependent upon the ability to continue
conducting marketing activities and the success of these campaigns
on increasing awareness to consumers and pharmacists.

In its Form 10-KSB for the fiscal year ended June 30, 2004, filed
with the Securities and Exchange Commission, Lifestream
Technologies reported that it has incurred substantial operating
and net losses, as well as negative operating cash flow, since its
inception.  As a result, it continued to have significant working
capital and stockholders' deficits at June 30, 2004. In
recognition of such, its independent registered public accountants
included an explanatory paragraph in their report on the Company's
consolidated financial statements for the fiscal years ended
June 30, 2004 and 2003, that expressed substantial doubt regarding
its ability to continue as a going concern.

It must be noted that any inability by the Company to timely
procure the balance of the significant long-term financing it
currently seeks will likely have material adverse consequences on
its business, and, as a result, on its consolidated financial
condition, results of operations and cash flows.

The Company's unrestricted cash and cash equivalents decreased by
$779,930 to $590,196 at June 30, 2004, as compared with $1,370,126
at June 30, 2003. Our working capital deficiency remained
comparable at $940,698 and $947,111 at June 30, 2004 and 2003,
respectively.


MARKWEST ENERGY: Moody's Puts B1 Rating on $200M Sr. Unsec. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to MarkWest
Energy Partners, L.P., a Denver, Colorado midstream natural gas
master limited partnership.  Moody's assigned a B1 senior implied
rating to MarkWest and a B1 rating to MarkWest Energy's proposed
$200 million senior unsecured notes offering.  Moody's also
assigned a speculative grade liquidity rating of SGL-3, which
indicates adequate liquidity for the twelve months ending
September 30, 2005. The rating outlook is positive.

MarkWest's B1 senior implied rating reflects:

     (i) its geographic diversification across major gas producing
         basins,

    (ii) the company's strategic position in the Appalachian
         Basin,

   (iii) its historically high level of fee-based contracts and
         relatively low commodity price risk,

    (iv) the company's long-term contracts with producers, and

     (v) opportunities for expansion and optimization in recently
         acquired natural gas systems.

However, the B1 rating also considers:

     (i) MarkWest's relatively small size,

    (ii) the fairly short time it has been a public company,

   (iii) the company's quite rapid growth over the past 18 months,

    (iv) the commensurate expectation of ongoing acquisitions and
         attendant event risk,

     (v) integration risk and financing risk, and

    (vi) MarkWest Energy's reliance on its general partner,
         MarkWest Hydrocarbon.

MarkWest's B1 senior unsecured rating reflects the very high
proportion of senior unsecured notes in the capital structure
relative to senior secured bank debt, both at closing of the notes
and going forward according to the company's projections.  
MarkWest Energy's ability to retain the B1 senior unsecured rating
without a notch to the senior implied rating will depend on the
company maintaining the senior notes as a significant proportion
of its total debt.  Additional senior secured debt much above 20%
of total debt could result in notching between the senior implied
and senior unsecured ratings.

The positive outlook reflects MarkWest's momentum and growing cash
flow from both the assets acquired in 2003 as well as the recently
closed acquisition in eastern Texas.  MarkWest Energy is adding
additional pipeline and compression to expand its East Texas
System and is constructing a new gas processing plant.  MarkWest's
senior implied rating could be upgraded to Ba3 through a
combination of growing physical volumes through its systems, an
increasing proportion of its cash flow supported by fee-based
contracts, higher cash flow relative to its debt, with adjusted
debt to EBITDAR comfortably below 4x, and continued strong
distribution coverage.  MarkWest's outlook could move to stable
because of poor integration of acquired assets resulting in lower
physical volumes, declining cash flow, weaker distribution
coverage or a large debt-financed acquisition.

MarkWest has built on the solid foundation of its position as the
largest natural gas processor in the Appalachian Basin.  MarkWest
Energy's Appalachia operations are vertically integrated,
providing a range of gathering, processing, transportation and
storage services to producers.  The basin is characterized by
long-lived gas reserves, more predictable decline rates and higher
natural gas liquids -- NGLs -- content.  Although it is one of the
oldest gas provinces in the country with low producing rates per
well, the area remains active because of its proximity to the
large northeast gas consuming region.  Most of MarkWest's
gathering and processing contracts are backed by strong regional
producers like Equitable Resources.  For the six months ending
June 30, 2004, Appalachia contributed 31% of MarkWest Energy's
gross margin (revenues less purchased product costs), on a pro
forma basis assuming it had owned all of its currently owned
assets.

While Appalachia provides a foundation of fairly consistent cash
flow, MarkWest has diversified geographically through acquisitions
of natural gas assets in Texas, Oklahoma and Michigan during 2003
and 2004.  MarkWest Energy has gathering, processing and
transportation operations in the East Texas, Anadarko and Permian
basins, some of the more active gas producing areas.  Recently
acquired assets, particularly the eastern Texas acquisition this
past July, provide opportunities for system expansion and
optimization that should lead to higher near-term volume
throughput and cash flow growth.  On a pro forma basis for the six
months ended June 30, 2004, MarkWest generated 58% of its gross
margin in this region.  MarkWest Energy's ownership of the
principal crude oil pipeline in Michigan provides additional
product diversification. This pipeline, along with MarkWest
Energy's gas operations in Michigan, accounted for 11% of the
company's first half 2004 pro forma gross margin.

MarkWest generates a relatively high proportion of its gross
margin from fee-based services, which reduces its commodity price
exposure.  MarkWest Energy derived 74% of its gross margin from
fee-based contracts during 2003, however this dropped to 69%
during the first six months of 2004, on an actual basis, and 60%
on a pro forma basis.  The remaining 40% has commodity price
exposure primarily from percent-of-index and percent-of-proceeds
contracts, with only 2% represented by keepwhole contracts.  This
reduction from 2003 to 2004 reflects the changing mix of contracts
from assets acquired in late 2003 and 2004, as predominantly fee-
based Appalachia has become a smaller percentage of the company's
business mix.  The percentage of fee-based contracts is expected
to drop further in the near term with the recently acquired assets
in eastern Texas that have a higher proportion of keepwhole
contracts.  However, many of these contracts expire over the next
two years and MarkWest Energy expects to replace these with more
fee-based contracts, which is in line with industry trends.

Another way to assess business risk is the mix of upstream versus
downstream activities, where the more upstream services tend to
have less risk. For the first half of 2004, on a pro forma basis,
MarkWest generated 55% of its gross margin from gathering and
transportation, 36% from processing and only 11% from
fractionation and storage.  MarkWest's contracts with its
customers are relatively long-term, which the company defines as
greater than four years.  For the six months ended June 30, 2004,
66% of MarkWest Energy's gross margin was associated with long-
term contracts, including processing and fractionation contracts
in Appalachia that have remaining terms of up to 11 years.

However, MarkWest's B1 senior implied rating also considers that
MarkWest Energy has been a public company for just over two years,
having completed its IPO in May 2002.  Moody's recognizes that in
spite of this fairly short time, MarkWest's senior management has
considerable experience in the midstream natural gas sector. MWE
is also the smallest public MLP that Moody's rates, even with its
most recent acquisition.  At the end of 2002, MarkWest had total
assets of about $88 million, which grew to just under $220 million
at June 30, 2004, including four major acquisitions in 2003
totaling $110 million.  With the recent east Texas acquisition,
total assets more than doubled to about $460 million, nevertheless
MarkWest Energy is smaller than the other MLP's that we rate.

The rapid growth indicated by the increase in MarkWest's asset
base since the end of 2002 reflects the company's strategy to
acquire and exploit natural gas assets, which is consistent with
the MLP business model.  It also reflects potential integration
risks and the need for capital investment to optimize and expand
the acquired systems.  Over the near term, MarkWest Energy is
expected to continue acquiring assets, introducing event risk and
the need to access the debt and equity capital markets to finance
these acquisitions.  MarkWest also depends on its parent and
general partner, MarkWest Hydrocarbon, for marketing and
administrative services, principally around its Appalachian
assets.  This reliance should diminish as a proportion of its
total gross margin as the more recently acquired assets in Texas
and Michigan become a larger part of the company's cash flow.

The B1 senior unsecured rating, which is not notched relative to
the senior implied rating, reflects the high proportion of senior
unsecured notes in the capital structure relative to senior
secured bank debt. The rating also considers the improving
strength of the company. At the closing of the notes, MarkWest
will have about $200 million of debt outstanding, consisting of
$195 million from the net proceeds of the notes and $5 million
drawn under its proposed $200 million credit facility. In
addition, MWE management indicates its financial policy is to keep
at least half of its bank facility undrawn. As the drawn portion
approaches 50%, the company intends to term out the drawings in
the long-term debt markets. Drawings above 50% would only be
expected for a short period of time in the context of an
acquisition that has additional assets and cash flow to support
the debt, which would subsequently be refinanced with at least 50%
equity. The senior unsecured note rating could be notched in
relation to the senior implied rating if amount of secured bank
debt increases materially as a proportion of total debt.

MarkWest's SGL- 3 rating reflects our expectation that the company
will rely on external sources of committed financing to support
its cash requirements for the next 12 months ending September 30,
2005.  Commensurate with issuing the senior notes, MarkWest Energy
expects to restate and amend its senior secured revolving credit
facility to $200 million with a term of five years.  The SGL-3
rating is restrained by the company's weak free cash flow whereby
internally generated cash falls short of covering distributions
and total capital expenditures, including maintenance and growth
capex. The rating is further restrained by weak sources of
alternate liquidity since substantially all of MarkWest Energy's
assets are encumbered by the credit facility.  However, the
company's SGL-3 rating is supported by adequate liquidity
projected under the proposed $200 million bank credit facility.  
Moody's also believes that covenant compliance under the proposed
facility is likely and will be maintained.  The SGL rating will
come under negative pressure if the company's cash flow from
operations continues to be inadequate to cover distributions and
capital expenditures or availability under the proposed bank
facility becomes more fully drawn in order to support its on-going
operations.

MarkWest Energy Partners, L.P., headquartered in Denver, Colorado,
is a midstream natural gas master limited partnership.


MATRIA HEALTHCARE: Expects to Exceed 3rd Qtr. Earnings Estimates
----------------------------------------------------------------
Matria Healthcare, Inc., (NASDAQ/NM: MATR) expects to exceed the
high end of its previously announced third quarter of 2004
guidance for earnings per diluted common share from continuing
operations.  On July 22, 2004, the Company issued guidance for
earnings per diluted common share from continuing operations to be
in the range of $0.33 to $0.38.  This guidance excludes costs
related to the collection of accounts receivable retained by the
Company in connection with its divested Pharmacy and Supplies
subsidiary, which will be shown in discontinued operations.

The Company will issue its fourth quarter 2004 guidance with the
release of third quarter 2004 results.  The Company reiterated its
previously released guidance for full year 2004 revenues to be in
the range of $287 million to $293 million.  The Company recorded
earnings per share, excluding unusual items, of $0.38 for the
first six months of 2004.  The Company expects earnings per share
from continuing operations for the second six months of 2004 to be
in excess of $0.72.

The Company's results for the third quarter and nine months ended
September 30, 2004, will be released after the close of the market
on Tuesday, October 19, 2004.  The Company will also provide an
online Web simulcast of its third quarter 2004 earnings conference
call on Wednesday, October 20, 2004.  The live broadcast of Matria
Healthcare's conference call will begin at 10:30 a.m. Eastern time
on October 20, 2004.  A 30-day online replay will be available
approximately an hour following the conclusion of the live
broadcast.  A link to these events can be found on the Company's
website at http://www.matria.com/or at  
http://www.fulldisclosure.com/

The Company said it has been recently awarded five new disease
management accounts.  The Company's five new awards of business
are with large self-insured employers and are in addition to its
previously announced awards of business.

Matria reported that the Company will manage multiple diseases and
conditions in each of the new accounts with one of the new awards
calling for the management of seven diseases and conditions,
another two awards involving six diseases and conditions and
another providing for the management of five diseases and
conditions.  In the remaining new account, Matria will manage four
diseases and conditions.  Matria's comprehensive suite of health
enhancement programs for the conditions of diabetes, congestive
heart failure, coronary artery disease, asthma, chronic
obstructive pulmonary disease, cancer, maternity, low back pain
and depression are managed in the newly awarded business.
Collectively, the new accounts will represent in excess of 330,000
additional covered lives under management.

Of the five self-insured employers awarding business to Matria,
one is a Fortune 100 company, two are in the Fortune 300, and the
two others are in the Fortune 400 and 600, respectively.

Parker H. Petit, Chairman and Chief Executive Officer, stated "As
evidenced by our new awards, we continue to experience good growth
from our disease management business.  We are pleased that the
Fortune 1000 employer market continues to produce an increasing
sales pipeline.  This market is realizing the urgent need to
address the escalating negative impact that chronic diseases and
episodic conditions are having on their benefits costs and
employee health and productivity.  These successes demonstrate
that these employers see disease management programs as an
excellent solution to the double-digit inflation facing their
benefit plans."

Petit continued, "In addition, our strategy continues to include
the targeting of health plans and the Medicare, Medicaid and
pharmaceutical markets as significant opportunities to grow our
disease management business."

Matria Healthcare is a leading provider of comprehensive disease
management programs to health plans and employers.  Matria manages
the following major chronic diseases and episodic conditions -
diabetes, cardiovascular diseases, respiratory diseases, high-risk
obstetrics, cancer, chronic pain and depression.  Headquartered in
Marietta, Georgia, Matria has more than 40 offices in the United
States and internationally.  More information about Matria can be
found on line at http://www.matria.com/

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 23, 2004,
Standard & Poor's Ratings Services reinstated its 'BB-' senior
secured debt rating on disease-state management and fulfillment
services provider Matria Healthcare Inc.'s $35 million revolving
credit facility due October 2005.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating and its 'B-' subordinated debt rating on Matria's
$84 million of 4.875% convertible senior subordinated notes due in
2024.

Standard & Poor's initially withdrew the senior secured rating
because they believed that the $35 million revolving credit
facility would be refinanced as part of Matria's transaction to
retire $122 million of outstanding 11% senior notes.  However,
because the revolving credit facility will remain outstanding,
Standard & Poor's is reinstating the rating.

The outlook is stable.

"The low-speculative-grade ratings on Matria Healthcare, a
disease-state management and fulfillment services provider to
patients, physicians, and health plans, reflect the company's
limited scale of operations, its position as a small vendor
supplying products for larger medical products manufacturers, and
the decline in its women's health segment," said Standard & Poor's
credit analyst Jesse Juliano.  "These concerns are offset by the
fact that Matria has acquired businesses during the past few years
that have broadened its clinical infrastructure and disease-state
management platforms.  The company is also operating with
relatively moderate debt leverage."


NEW WEATHERVANE: Committee Hires Kronish Lieb as Lead Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave the
Official Committee of Unsecured Creditors of New Weathervane
Retail Corp., and its debtor-affiliates, permission to employ
Kronish Lieb Weiner & Hellman LLP, as its lead counsel.

Kronish Lieb will:

    a) attend the meetings of the Committee;

    b) review financial information furnished by the Debtors to
       the Committee;

    c) review and investigate the liens of purported secured
       parties;

    d) confer with the Debtors' management and counsel;

    e) coordinate efforts to sell assets of the Debtors in a
       manner that maximizes the value for unsecured creditors;

    f) review the Debtors' schedules, statement of affairs and
       business plan;

    g) advise the Committee about the ramification regarding all
       of the Debtors' activities and motions before the
       Bankruptcy Court;

    h) file appropriate pleadings on behalf of the Committee;

    i) review and analyze accountant's work product and reports to
       the Committee;

    j) provide the Committee with legal advise in relation to the
       Debtors' chapter 11 cases;

    k) prepare various applications and memoranda of law submitted
       to the Court for consideration and handle all other matter
       related to the representation of the Committee;

    l) assist the Committee in negotiations with the Debtors and
       other parties in interest on a liquidating plan; and

    m) perform other legal services for the Committee as may be
       required in the Debtors' chapter 11 case proceedings.

Jay R. Indyke, Esq., a Partner at Kronish Lieb is the lead
attorney representing the Committee.  Mr. Indyke will bill the
Debtors' estate $500 per hour for his services.

Mr. Indyke reports Kronish Lieb's professionals bill:

    Professionals          Designation          Hourly Rate
    -------------          -----------          -----------
    Cathy R. Hershcopf     Partner                 $475
    Richard Kanowitz       Associate                420
    Gregory G. Plotko      Associate                300
    Melissa S. Harrison    Associate                215
    Seth Van Aalten        Associate                215
    Rebecca Goldstein      Legal Assistant          170
    Jonathan Koifman       Legal Assistant          170

Kronish Lieb is committed to minimizing any duplication of
services with the Debtor's local counsel, Jaspan Schlesinger
Hoffman LLP, and Kronish Lieb discloses that the Debtors have not
paid any retainer against which fees and expenses will be billed.

Kronish Lieb does not represent any interest adverse to the
Committee, the Debtors or their estate.

Headquartered in New Britain, Connecticut, New Weathervane Retail
Corporation -- http://www.wvane.com/-- is a women's specialty  
retailer.  New Weathervane filed for chapter 11 protection on June
3, 2004 (Bankr. Del. Case No. 04-11649).  William R. Firth, III,
Esq., at Pepper Hamilton LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $28,710,000 in total assets and
$24,576,000 in total debts.


NEW WEATHERVANE: Wants More Time to File Chapter 11 Plan
--------------------------------------------------------
New Weathervane Retail Corporation wants more time to file a
chapter 11 plan and solicit acceptances of that plan from
creditors.  The failed retailer tells the U.S. Bankruptcy Court
for the District of Delaware that while management's been busy
liquidating the chain, it has already started talking to the
Official Committee of Unsecured Creditors about how a plan of
liquidation will be structured.  

Specifically, the Debtor asks that its exclusive period to file a
chapter 11 plan be extended through Jan, 31, 2005, and that its
exclusive right to solicit acceptances of that plan be extended
through Mar. 31, 2005.  

The Debtors remind the Court that on July 21, 2004, they entered
into a Letter Agreement with Fair Vane Corp., under which Fair
Vane will purchase the majority of the Debtors' remaining assets,
including the majority of its leases, for $2.7 million.

Judge Walsh will hold a hearing to consider the Debtor's request
on Nov. 16, 2004.  Objections, if any, must be filed and served by
Nov. 9.  

Headquartered in New Britain, Connecticut, New Weathervane Retail
Corporation -- http://www.wvane.com/-- is a women's specialty
retailer.  The Company filed for chapter 11 protection on June 3,
2004 (Bankr. Del. Case No. 04-11649).  William R. Firth, III,
Esq., at Pepper Hamilton LLP, represents the Debtors in their
restructuring efforts.  Jay R. Indyke, Esq., at Kronish Lieb
Weiner & Hellman LLP, represents the Creditors' Committee.  When
the Debtors filed for protection from their creditors, they listed
$28,710,000 in total assets and $24,576,000 in total debts.


OMEGA HEALTHCARE: Inks Pact to Purchase $78.8M of New Investments
-----------------------------------------------------------------
Omega Healthcare Investors, Inc., (NYSE:OHI) signed an agreement
to potentially purchase $78.8 million of new investments.

Effective October 12, 2004, the Company entered into a binding Put
Agreement whereby the Company agreed to buy the stock and assets
of 13 skilled nursing facilities in the State of Ohio for the
purchase price of $78.8 million.  The holder of the Put, American
Health Care Centers, Inc. and its affiliated companies paid $1,000
and agreed to eliminate the right to repay the current Omega
mortgage in the event the option is not exercised.  American has
90 days from the effective date in which to exercise its option to
sell the properties to the Company, and if the option is
exercised, then the transaction will close within ten days.  A
portion of the purchase price equal to $6.9 million was paid by
the Company to American in 1997 to obtain a separate option to
acquire the properties and will now be applied to the purchase
price.  The 13 properties are currently subject to a master lease
with Essex Healthcare Corporation.

The lease and related agreements have six and one half years
remaining and in 2005 annual payments are approximately
$8.9 million with annual escalators.

"This could be a quality investment for Omega, with an operator
that we have done business with since 1997.  The projected 2005
revenue of approximately $8.9 million compared to Omega's gross
cash investment of approximately $78.8 million would result in an
11.3% 2005 return." stated C. Taylor Pickett, President and CEO of
Omega Healthcare Investors, Inc.

The Company currently is making a $14 million mortgage loan to
American and its affiliates encumbering 6 of the 13 properties.  
The $14 million mortgage loan will be deducted from the purchase
price at closing, making the Company's net investment of new
capital approximately $58 million.

Omega is a Real Estate Investment Trust investing in and providing
financing to the long-term care industry.  At June 30, 2004, the
Company owned or held mortgages on 205 skilled nursing and
assisted living facilities with approximately 21,900 beds located
in 29 states and operated by 39 third-party healthcare operating
companies.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 14, 2004,
Fitch Ratings upgraded its ratings on approximately $300 million
of senior unsecured notes issued by Omega Healthcare Investors,
Inc.'s to 'BB-' from 'B'. Additionally, Fitch upgraded its
preferred stock rating to 'B' from 'CCC+' on Omega's two series of
outstanding preferred securities.  This includes the
$118.5 million of 8.375% series D cumulative redeemable preferred
securities issued in the first quarter of 2004.  In all,
approximately $168 million of preferred securities are affected by
this upgrade.  Fitch has revised the Rating Outlook on Omega to
Stable from Rating Watch Positive.


PRIVACY INC: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Privacy, Inc.
        5420 LBJ Freeway, #750
        Dallas, Texas 75240

Bankruptcy Case No.: 04-81045

Type of Business:  The Company is the creator of Opaque(TM) online
                   privacy and identity protection software.
                   Opaque(TM) gives the ability to keep real
                   e-mail address completely private from online
                   fraud, scam e-mails and obnoxious spam.
                   See http://www.privacyinc.com/

Chapter 11 Petition Date: October 8, 2004

Court: Northern District of Texas (Dallas)

Judge: Steven A. Felsenthal

Debtor's Counsel: Carter Callaway Sechrest, Esq.
                  Frank Jennings Wright, Esq.
                  Hance Scarborough Wright Ginsberg & Brusilow LLP
                  14755 Preston Road, Suite 600
                  Dallas, Texas 75254
                  Tel: 972-788-1600
                  Fax: 972-239-0138

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 5 largest unsecured creditors:

    Entity                       Nature Of Claim    Claim Amount
    ------                       ---------------    ------------
Privacy Capital Partners, Ltd.   Loan                 $4,115,000
5420 LBJ Freeway, #545
Dallas, Texas 75240

Lincoln Property Company                                 $16,707
5400 LBJ Fairway, Suite 1400
Dallas, Texas 75240

G.S. Schwartz & Company                                  $10,000
470 Park Avenue South
New York, New York 10016

The Planet Internet Services Inc.                         $7,636
1333 Stemmons Freeway, Suite110
Dallas, Texas 75207

ICG Communications                                       Unknown
Department Los Angeles 21400
Pasadena, California 91185-1400


QUALITY DISTRIBUTION: Profit Declines Cue Moody's to Junk Ratings
-----------------------------------------------------------------
Moody's Investors Service lowered all ratings of Quality
Distribution, LLC.  Specifically, these ratings are affected:

   * Senior Implied rating to Caa1 from B2

   * $215 million senior secured credit facilities, consisting of
     a $75 million revolving credit due 2008 and a $140 million
     term loan B due 2009, to Caa1 from B2

   * $125 million senior subordinated notes due 2010, to Caa3 from
     Caa1

   * Senior Unsecured Issuer rating to Caa2 from B3.

The ratings have a stable outlook.  This completes a review for
possible downgrade that was initiated in February 2004.

The rating downgrade considers the substantial deterioration in
Quality Distribution's operating profits and cash flow generation
from both 2003 levels as well as expected 2004 levels, despite a
generally favorable market for transportation services.  Although
the company has demonstrated continued revenue growth, the
deterioration in operating profits stems from costs associated
with problems in and disposal of the PPI insurance unit, increases
in environmental and insurance claims reserves, and generally
weaker results experienced in the company's operations.  In light
of this, Moody's believes that Quality Distribution's financial
metrics, including fixed charge coverage and cash flow to debt,
will be significantly weaker than previously estimated.

In addition, the rating downgrade considers the potential ongoing
implications of reported irregularities at Quality Distribution's
insurance subsidiary, PPI, on the company's credit fundamentals.
Although the company sold certain assets of PPI in July 2004,
Moody's remains concerned about residual legal ramifications that
may still ensue from incidents involving this enterprise.

The ratings have a stable outlook, reflecting Moody's expectations
that the company will take actions to remedy recent difficulties
its trucking businesses have experienced, particularly where
improvements in driver turn-over are concerned, as well as the
financial flexibility provided by current liquidity available to
the company.  Nevertheless, Moody's believes that absent an
improvement in operating performance the company could face
difficulty in maintaining compliance with existing financial
covenants in its bank credit facility.  The ratings or their
outlook could be downgraded if Quality Distribution's business
model were to further suffer due to softer revenue growth, or if
the trend to higher-than-anticipated operating expenses were to
continue, resulting in operating margins of below 5%, which would
further impede the company's cash flow and liquidity. Conversely,
ratings or their outlook may be revised upward if the company
demonstrates sustained improvement in transportation revenue
growth to over 10% annually and operating margins of over 7%,
resulting in robust interest coverage levels and cash flow
generation adequate to substantially repay debt.

As the result of consequences from the PPI incident as well as
other market-driven factors, Quality Distribution's operating
performance in 2004 has been well below expected levels.  For the
first six months of 2004, while transportation revenues grew 10%
from the same period in 2003 to $261 million, operating margins
before fees associated with PPI declined to about 3% of revenue
(versus almost 6.7% for the same period in 2003).  The company
encountered increased expenses associated with insurance costs and
environmental liabilities, lost income that had previously been
derived from the PPI insurance business, and bore additional SG&A
costs associated with PPI matters.  In addition, the company
suffered a loss of $2.4 million from the August 2004 disposal of
an orange juice carrying business, purchased earlier in the year.
While much of this reduction in earnings is non-cash in nature,
cash flow generation has been negatively impacted, and Moody's
believes that cash flow will continue to be constrained in the
near future.  Operating cash flow for the first half of 2004 was
about $4 million, compared to almost $12 million in the first half
of 2003. On capital expenditures of $4 million, which is about the
same as the year prior, the company has been essentially free cash
flow neutral through June 2004.  Moody's expects that even if
operating trends improve the company will be only marginally free
cash flow positive in 2005, suggesting limited capacity for debt
repayment.  Moreover, on an adjusted EBITDA of $60-65 million
expected for the year, Quality Distribution will be close to
maximum leverage covenant levels prescribed by the senior secured
credit facilities.

Moody's estimates, however, that the company does have some
headroom in liquidity to provide a small amount of cushion against
a further decline in operating cash flows.  Currently, none of the
company's $75 million revolving credit facility is drawn, with
about $18 million used for letters of credit.  Of the $57 million
in net availability under the revolver, Moody's estimates only
approximately $30 million can be currently drawn, due to covenant
restrictions.

The Caa3 rating on the senior subordinated note, two notches below
both the senior implied and the senior secured credit facility
ratings reflect the severity of loss likely to be borne by holders
of these notes in the event of default.  These notes are junior in
claim to the senior secured credit facilities as well as to all
existing and future sebior debt.  Moody's assesses the asset
coverage of all debt to be weak, particularly so for the
subordinated notes.  Since the company operates under an "asset
light" business model, Quality Distribution has only a limited
amount of fixed assets available to cover existing debt levels.

On total assets of $377 million (as of June 2004), only
$130 million of this amount was represented by fixed assets, while
$131 million comprised goodwill.  Accounts receivable is the only
other asset reported of significance, at about $87 million.  In a
liquidation scenario, Moody's believes that realizable asset
values could be significantly below total debt outstanding
($275 million as of June 2004), and that coverage available to
subordinated debt holders would imply substantial loss of
principal.

Quality Distribution, LLC and its holding company Quality
Distribution Inc. are headquartered in Tampa, Florida.  Through
its subsidiaries and affiliates, the company is a leading
transporter of bulk liquid and dry bulk chemical products.  The
company is 54% owned by Apollo Investment Fund III, LP, and 46%
owned by management and other investors.                  


R.W. KELLER CORP: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: R.W. Keller Corp.
        aka Kelcorp., Agent for Service of Process
        127 Pin Oak Trail
        Seville, Ohio 44273

Bankruptcy Case No.: 04-55545

Chapter 11 Petition Date: October 12, 2004

Court: Northern District of Ohio (Akron)

Judge: Marilyn Shea-Stonum

Debtor's Counsel: Betty Groner, Esq.
                  1661 Copley Road
                  Akron, OH 44320
                  Tel: 330-315-0452

Total Assets: $129,026

Total Debts:  $1,354,764

Debtor's 18 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Ohio Department of Commerce   Judgment Lien             $205,410

RLI Insurance Co.             Judgment Lien             $203,679

Rinker Materials              Judgment Lien              $90,199

Snader, Thomas W. Eckinger    Judgment Lien              $39,217
Law Offices, Ltd.

Midwest Equipment             Judgment Lien -            $30,222
                              Equipment

Robertson, Zeglen & Pidcock   Consultation               $22,644

Job & Family Services,        Equipment                  $20,694
Collections Dept.

M.P. Dory Co.                 Services                   $15,100

Horning Builders Supply       Materials, judgment        $12,645

P. Scott Lowery, P.C.         Materials                  $11,294

Seville Sand & Gravel         Materials                  $11,100

Watkins, Deborah              Fines                      $11,095

Ken Miller Supply             Materials                   $8,176

Ohio Bulk Transfer, Inc.      Materials                   $6,808

Buckingham, Doolittle &       Attorney fees               $4,074
Burroughs

CTL Engineering               Services                    $4,009

Munn Sand & Gravel            Judgment Lien               $3,201

Cellnet Communications        cell phone service          $1,629


RAMP CORP: Board Names Ron Munkittrick Chief Financial Officer
--------------------------------------------------------------
Ramp Corporation (Amex: RCO) reported the appointment of Ron
Munkittrick as Chief Financial Officer by its Board of Directors,
effective Oct. 12, 2004.  Mr. Munkittrick has been working as a
consultant with Ramp, since early June of this year, on various
operational and financial initiatives.  Ramp Corporation, through
its wholly owned HealthRamp subsidiary, markets the CarePoint
technology suite.

"Ron is a strong addition to our senior management team due to the
combination of his operational and financial skills.  Now is an
exciting time at Ramp as we complete our financial restructuring
and emerge from the developmental stages of our company.  At this
stage we are naturally presented with a number of challenges
relating to financial management, controls and operational
planning.  Ron's experience in helping companies manage growth,
acquire capital, control costs, and efficiently structure
operations will be a tremendous value to Ramp.  Even in Ron's
brief time as a consultant, he has already contributed
substantially to our daily efforts," stated Andrew Brown, Ramp CEO
and President.

Ron Munkittrick has 20 years of experience in corporate financial
management with companies such as Fingerhut Corporation, Hanover
Direct, Genesis Direct, Site59.com and Decima Ventures.  Most
recently he was Chief Financial Officer of CapeSuccess LLC, a
staffing and information technology consulting company.  Ron
Munkittrick has a B.A from Augsburg College in Minneapolis and a
M.B.A. from the University of St. Thomas in St. Paul.

                        About the Company

Ramp Corporation, through its wholly owned HealthRamp subsidiary,
markets the CarePoint and CareGiver technology suites.  CarePoint
enables electronic prescribing, lab orders and results, Internet-
based communication, data integration, and transaction processing
over a handheld device or browser, at the point-of-care.  
CareGiver allows long term care facility staff to easily place
orders for drugs, treatments and supplies from a wireless handheld
PDA or desktop Internet web browser.  HealthRamp's products enable
communication of high value-added healthcare information among
physician offices, pharmacies, hospitals, pharmacy benefit
managers, health management organizations, pharmaceutical
companies and health insurance companies.  Additional information
about Ramp, and its products and services, can be found at
http://www.Ramp.com/

                          *     *     *

                       Going Concern Doubt

As reported in the Troubled Company Reporter yesterday, Ramp
Corporation said it has experienced substantial recurring losses
to date which raise substantial doubt about its ability to
continue as a going concern.  

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,  
2004.  

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  
opportunities.  

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.


ROCKWOOD SPECIALTIES: S&P Rates Planned $625MM Sr. Sub. Notes B-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
specialty chemical producer Rockwood Specialties Group Inc.'s
proposed tranches of senior subordinated notes totaling
$625 million with final maturity dates of 2014, each to be issued
under Rule 144a with registration rights.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating and other ratings on the company.  The outlook is
stable.

Rockwood will use proceeds from the subordinated notes to
refinance the remaining portion of the senior subordinated term
loan that was used to finance the August 2004 acquisition of four
businesses of Dynamit Nobel, the chemicals unit of mg technologies
AG.  The subordinated term loan had been structured with high and
escalating interest-rate terms that suggested that Rockwood might
seek to refinance the loans in due course.

Princeton, New Jersey-based Rockwood has over $3 billion of debt
(including holding company obligations).

"The overall creditworthiness of Rockwood, following the
acquisition of certain Dynamit Nobel assets, reflects a very
aggressive financial profile resulting from high debt leverage,
offset by Rockwood's attractive portfolio of specialty chemical
businesses," said Standard & Poor's credit analyst Peter Kelly.

Recently, Rockwood acquired the Sachtleben, Chemetall, CeramTec,
and DNES Custom Synthesis divisions of Dynamit Nobel for about
$2.4 billion.  The four divisions had sales of about $1.6 billion
in 2003.  The combination is a significant strategic initiative
for Rockwood, as it broadens the company's specialty chemicals
product portfolio and technology base, and expands end market and
geographic diversification.  On a pro forma basis, Rockwood has
sales of about $2.5 billion.


ROGERS COMMS: Acquires AT&T Wireless' 34% Stake in Rogers Wireless
------------------------------------------------------------------
Rogers Communications, Inc., completes its previously announced
purchase, through its wholly owned subsidiary RWCI Acquisition
Inc., of the 48,594,172 Class B Restricted Voting shares of Rogers
Wireless Communications, Inc., owned by JVII General Partnership,
a partnership owned by AT&T Wireless Services, Inc., for a cash
price of C$36.37 per share.

With the completion of the purchase, Rogers Communications
beneficially owns 64,911,816 Class B Restricted Voting shares,
representing approximately 80.9% of the issued and outstanding
Class B Restricted Voting shares, and 62,820,371 Class A Multiple
Voting shares, representing 100% of the issued and outstanding
Class A Multiple Voting shares, combined representing a total
ownership position of approximately 89.3% of the total issued and
outstanding shares of both classes of such shares of Rogers
Wireless.

Rogers Communications funded the approximate C$1,767 million cash
purchase price of the 48.6 million Rogers Wireless shares through
a C$1,750 million secured bridge financing facility of up to two
years with a group of Canadian financial institutions.

The Rogers Wireless shares were acquired by Rogers Communications
for investment purposes and RCI has no current intention of
acquiring ownership of or control or direction over any additional
shares of Rogers Wireless.  Rogers Communications may in the
future acquire additional shares of Rogers Wireless in the market,
pursuant to private transactions or otherwise, sell all or some
portion of the shares, of Rogers Wireless it owns, or enter into
derivative or other transactions with respect to its shares of
Rogers Wireless.

The sale by AT&T Wireless of its shares of Rogers Wireless does
not impact or change the extensive North American wireless voice
and data roaming capabilities between the companies.  Customers of
both Rogers Wireless and AT&T Wireless will continue to enjoy the
powerful benefits of seamless wireless roaming between Canada and
the U.S. on North America's largest combined GSM/GPRS network.

Rogers Communications Inc. (TSX: RCI.A and RCI.B; NYSE: RG) is a
diversified Canadian communications and media company, which is
engaged in:

   * cable television, high-speed Internet access and video
     retailing through Canada's largest cable television provider
     Rogers Cable Inc.;

   * wireless voice and data communications services through
     Canada's leading national GSM/GPRS cellular provider Rogers
     Wireless Communications Inc.; and

   * radio, television broadcasting, televised shopping and
     publishing businesses through Rogers Media Inc.

Rogers Wireless Communications Inc. (TSX: RCM.B; NYSE: RCN)
operates Canada's largest integrated wireless voice and data
network, providing advanced voice and wireless data solutions to
customers from coast to coast on its GSM/GPRS network, the world
standard for wireless communications technology.  The Company has
approximately 4.1 million customers, and has offices in Canadian
cities across the country.  Rogers Wireless Communications
Inc. is approximately 89% owned by Rogers Communications Inc.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 15, 2004,
Moody's ratings of Rogers Communications, Inc., Rogers Wireless
Inc. and Rogers Cable, Inc., have all been put under review for
possible downgrade following Rogers Communications's announcement
of an agreement with AT&T Wireless Services Inc. to purchase AT&T
Wireless' 34% stake in Rogers Wireless Communications, Inc. --
sole owner of Wireless -- for approximately C$1.8 billion.

As reported in the Troubled Company Reporter on Apr. 30, 2004,
Standard & Poor's Ratings Services said it placed its 'BB+' long-
term corporate credit ratings on Rogers Communications Inc. and
Rogers Wireless Inc. on CreditWatch with negative implications
following Rogers Communications' announcement that it has received
notice from AT&T Wireless Services Inc. (through JVII Partnership)
of its intent to explore monetization of its stake in Rogers
Wireless Communications Inc., Rogers Wireless Inc.'s parent.


SALEM COMMS: Acquiring WKAT-AM Station in Miami for $10 Million
---------------------------------------------------------------
Salem Communications Corporation (Nasdaq:SALM) will be acquiring
WKAT-AM (1360 AM), Miami, Florida, from Classical 1360, LLC, for a
purchase price of $10 million.

Edward G. Atsinger III, President and CEO, commented, "We are
pleased to enter the growing and robust Miami market.  With this
acquisition, Salem Communications will have a presence in all of
the top 20 radio markets."

Christopher Korge, Managing Director of Classical 1360, LLC,
stated: "We felt that it would best serve the long-term interests
of our community if we were to place the station in the hands of
one of America's most professional, strongest radio broadcasters.
Salem is well known and widely respected for the high degree of
professionalism they bring to the operation of their stations.  We
have every confidence that Salem will provide a high-quality radio
service for South Florida."

                   About Salem Communications

Salem Communications Corporation, headquartered in Camarillo,
California, is the leading U.S. radio broadcaster focused on
religious and family themes programming.  Upon the close of all
announced acquisitions, the company will own 101 radio stations,
including 62 stations in 23 of the top 25 markets, mainly
comprising three primary formats: Christian Talk & Teaching;
News/Talk; and Contemporary Christian Music.  In addition to its
radio properties, Salem owns Salem Radio Network, which syndicates
talk, news and music programming to over 1,600 affiliated radio
stations; Salem Radio Representatives, a national sales force;
Salem Web Network, the leading Internet provider of Christian
content and online streaming; and Salem Publishing, a leading
publisher of Christian themed magazines.  For more information,
visit Salem Communications' web site at http://www.salem.cc/

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 16, 2004,
Standard & Poor's Ratings Services revised its outlook on Salem
Communications Corp. to stable from negative, based on the
company's improving financial profile.  The 'B+' long-term
corporate rating on the company was affirmed.

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


SIRIUS SATELLITE: S&P Junks $200 Mil. Sr. Unsec. Convertible Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC-' rating to
Sirius Satellite Radio Inc.'s new $200 million 3.25% senior
unsecured convertible notes due 2011.  At the same time, Standard
& Poor's affirmed its existing ratings, including its 'CCC'
corporate credit rating, on the company.  The outlook is stable.

In addition, Sirius raised $96 million by issuing common stock.
The satellite radio broadcaster plans to use the proceeds from
these transactions for general corporate purposes, including
investments in programming and distribution.  Pro forma as of
June 30, 2004, the New York, N.Y.-based firm had $626 million in
debt.

"The very low speculative-grade rating on Sirius reflects concern
about its slow progress in building its subscriber-base,
substantial EBITDA losses and cash consumption, and the
significant increase in subscribers needed to reach break-even
cash flow as a result of its expensive programming agreement with
Howard Stern," said Standard & Poor's credit analyst Steve
Wilkinson.

These risk factors are minimally offset by the near-term benefit
of Sirius' sizable liquid assets, its improved capitalization
following its March 2003 balance sheet restructuring, and some
operational progress.

The stable outlook reflects the near-term flexibility provided by
Sirius' liquid assets.  Rating stability hinges on the company
maintaining sizable liquid assets and its continuing progress in
building its subscriber base and reducing its subscriber
acquisition costs.


SOLUTIA INC: Equity Committee Wants to Hires GeoSyntec Consultants
------------------------------------------------------------------
The Official Committee of Equity Security Holders in the chapter
11 cases of Solutia, Inc., and its debtor-affiliates seeks the
permission of the U.S. Bankruptcy Court for the Southern District
of New York to retain GeoSyntec Consultants, specifically
Dr. Patrick Lucia, as its environmental expert, effective as of
September 28, 2004.

Craig A. Barbarosh, Esq., at Pillsbury Winthrop, LLP, in New York,
relates that services of an environmental expert will enable the
Equity Committee to evaluate complex environmental issues and
liabilities, which affect the Debtors' reorganization proceedings.  
The valuation of the environmental liabilities will have a
significant and material impact of the eventual recoveries and
distributions to creditors and equity holders of the Debtors'
estates.  The Equity Committee believes that an expert should be
retained to evaluate and assess information and conclusions
presented by the Debtors concerning their environmental
liabilities, as well as to independently examine, analyze and
value the environmental contamination at key sites.  Mr. Barbarosh
explains that the analysis is highly technical and specialized and
cannot typically be performed by general financial advisors like
Jefferies & Co., the financial advisors retained by the Equity
Committee in the Debtors' Chapter 11 cases.

The Equity Committee selected GeoSyntec, and specifically Dr.
Lucia, because of its expertise in determining the scope of
environmental contamination and anticipated responses, preparing
design and remedial action plans in responses to designated
environmental concerns, evaluating remedial environmental action
proposed by government agencies, clients and third parties at all
stages of the environmental clean-up process, and providing costs
analyses and estimates.

Dr. Lucia is a civil engineer with GeoSyntec, and will be the lead
representative from GeoSyntec in this matter.  GeoSyntec is a
privately owned company with offices throughout the United States,
Canada, the United Kingdom and Malaysia and is ranked among the
top engineering firms with over 450 employees at over 20 locations
in the United States.  GeoSyntec has successfully managed
environmental assignments regulated by the Comprehensive
Environmental Response, Liability, and Compensation Act and the
Resource Conservation and Recovery Act for clients in the oil, gas
and chemical industries throughout the United States.

Dr. Lucia specializes in geotechnical engineering and waste
management.  With more than 25 years of professional practice, Dr.
Lucia has directed investigation and remediation of soil, surface
water, and groundwater contamination at sites regulated under the
CERCLA and RCRA.  Over the course of these assignments, Dr. Lucia
has had extensive interaction with federal, state and local
regulatory agencies.

In addition, Dr. Lucia has extensive experience as an expert
witness regarding causes of contamination, remediation costs and
alternatives, and has provided litigation support to "potentially
responsible parties" under the CERCLA.

As environmental expert, GeoSyntec will:

   (a) become familiar with the contaminated sites and
       environmental liabilities of the Debtors;

   (b) review and evaluate historical remedial actions relating
       to on-going or proposed remedial activities;

   (c) evaluate and assess information and conclusions provided
       by the Debtors and regulatory and third parties with
       respect to environmental contamination liabilities and
       remediation;

   (d) conduct and independent analysis and evaluation of the
       contamination at key sites and any remediation procedures
       with respect to the contamination;

   (e) assist and advice the Equity Committee and its legal
       counsel as to the Debtors' proposed remedial strategies;

   (f) analyze and evaluate remedial expenditures and cost
       estimates for future remedial work;

   (g) analyze any environmental-related actions proposed by the
       Debtors during the pendency of the bankruptcy case; and

   (h) render other environmental advisory services as may from
       time to time be agreed on by the parties.

GeoSyntec will be paid on a monthly basis based on these standard
hourly rates:

   Professional Services                  Hourly Rate
   ---------------------                  -----------
   Staff Professional                        $115
   Senior Staff Professional                  125
   Assistant Project Professional             135
   Project Professional                       145
   Senior Project Professional                155
   Associate                                  175
   Principal                                  225

   Field Services                         Hourly Rate
   --------------                         -----------
   Engineering Technician                     $80
   Senior Engineering Technician               90
   Field Manager                               95
   Site Manager                               100
   Field Supervisor                           105

   Administrative Services                Hourly Rate
   -----------------------                -----------
   Senior Drafter/Senior CADD Operator        $90
   Drafter/CADD Operator/Artist                85
   Technical Word Processor                    70
   Administrative Assistant                    65
   Clerical                                    60

   General                                Hourly Rate
   -------                                -----------
   Direct Expenses                           Cost
   Subcontract Services                  Cost plus 15%
   Computer System (per hour)                 $15
   Personal Automobile (per mile)            0.40
   Photocopies (per page)                    0.15

Rates for expert witness testimony at trial are $400 per hour.

Dr. Lucia assures Judge Beatty that GeoSyntec's professionals do
not hold or represent an interest materially adverse to the
Debtors' estates, and are "disinterested persons" under Section
101(14) of the Bankruptcy Code.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a  
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.

The Company filed for chapter 11 protection on December 17, 2003
(Bankr. S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts. (Solutia Bankruptcy News,
Issue No. 24; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SPRINGS INDUSTRIES: Moody's Pares Senior Implied Rating to Ba3
--------------------------------------------------------------
Moody's Investors Service downgraded the senior implied rating of
Springs Industries Inc. to Ba3 from Ba2 and the senior unsecured
issuer rating to B1 from Ba2.  The rating outlook was changed to
negative from stable.

The downgrade reflects:

     (i) the expected impact on cash from operations from the
         significant cash costs associated with the company's
         potential restructuring initiatives;

    (ii) the potential for further margin erosion due to
         competitive industry pressures including the elimination
         of quotas in 2005;

   (iii) the weak EBIT return on assets despite facility
         rationalization; and

    (iv) a level of leverage (adjusted for off-balance sheet
         items) that is inconsistent with the prior rating level.

The ratings benefit from the company's significant revenue base,
leading market position and ability to service large domestic
retailers.  It also incorporates the company's success in
importing a higher percentage of its products, including the
benefit of the company's exclusive relationship with a vertically
integrated Brazilian supplier.  The ratings also reflect an
improvement in working capital management and a strong equity
partner.

The negative outlook reflects Moody's concerns with the potential
impact to the company of domestic overcapacity in the industry and
the growing substitution of imports for production in North
America.  The current rating also assumes the achievement of
benefits from current marketing strategies and potential future
restructuring plans.  

These factors could lead to a downgrade:

     (i) the lack of attainment of these goals;

    (ii) any diminution in operating margins, credit protection
         measurements or free cash flow; or

   (iii) any unplanned restructuring costs

The senior unsecured issuer rating of B1 reflects the effective
subordination of unsecured creditors to the secured debt, which is
the preponderance of the capital structure.

Springs Industries Inc., based in Fort Mill, South Carolina, is a
leading manufacturer and marketer of home furnishings.  The
company had $3 billion in sales in 2003.


STAPP TOWING CO: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Stapp Towing Co., Inc.
        P.O. Box 325
        Dickinson, Texas 77539

Bankruptcy Case No.: 04-82115

Type of Business: The Debtor provides tugboat and towing services.

Chapter 11 Petition Date: October 11, 2004

Court: Southern District of Texas (Galveston)

Judge: Letitia Z. Clark

Debtor's Counsel: Thomas Baker Greene, III, Esq.
                  Kajander & Greene
                  17 South Briar Hollow Lane, Suite 302
                  Houston, TX 77027
                  Tel: 713-963-9400
                  Fax: 713-964-9401

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.


TELESYSTEM INT'L: Oskar Mobil Issues EUR325 Million Senior Notes
----------------------------------------------------------------
Telesystem International Wireless Inc.'s subsidiary, Oskar
Mobil a.s. formerly known as Cesky Mobil a.s., issued in a private
placement 325,000,000 Euro Senior Notes due 2011.

The Notes bear interest at 7.5%, payable semi-annually.  Net
proceeds from the offering of the Notes were approximately
314.3 million Euro, after deducting underwriting discounts and
other related expenses.  The Notes are callable at our option
after October 2008 at decreasing redemption prices starting at
103.75% of the principal amount of the Notes.

Concurrently with the issuance of the Notes, Oskar Mobil proceeded
with an initial draw of CZK3,963 million and 24 million Euro (in
aggregate approximately 150 million Euro) from its new senior
credit facility.  The new senior credit facility consists of a
CZK5,033.6 million and 40.0 million Euro (approximately 200
million Euro in aggregate) five year amortizing tranche A maturing
in 2009, and amortizing from March 2007, and a CZK1,573 million
(approximately 50 million Euro) six year tranche B repayable in
full at maturity. The indebtedness under the new senior credit
facility ranks pari passu with the Notes as to security.  The new
senior credit facility is available for drawing, on a revolving
basis, over the next 24 months.

The net proceeds from the issuance of the Notes, together with the
net proceeds from our initial drawdown under the new senior credit
facility, were approximately 458.5 million Euro, after deducting
underwriting discounts and other related expenses.  We used the
net proceeds, along with some of our cash on hand, to repay in
full and cancel our existing senior credit facility and to
terminate certain currency and interest rate hedging agreements.  
We intend to use the incremental availability under the new senior
credit facility and future operating cash flows to fund, among
other things, the further growth of our business, including the
introduction of new advanced data services and the associated
network buildout requirements. As a result of the retirement of
the current bank facility and the unwinding of the related hedging
agreements, we anticipate recognizing a loss on early
extinguishment of debt and related hedges of approximately
$26 million during the fourth quarter consisting of the unrealized
portion of the hedging contracts and the unamortized deferred
financing costs.

The new senior credit facility and the Notes are both senior
secured obligations of Oskar Mobil and are both be guaranteed on a
senior secured basis by Oskar Holdings N.V., formerly known as TIW
Czech N.V., and Oskar Finance B.V. a newly created holding company
incorporated under the laws of The Netherlands which holds the
Oskar Holdings interest in Oskar Mobil.  The obligations of Oskar
Mobil, Oskar Holdings and Oskar Finance under the Notes and the
guarantees are secured by substantially all of their respective
assets.

Telesystem International Wireless (TIW), a Canadian company, is a
leading cellular operator in Central and Eastern Europe with more
than 5 million subscribers as of December 31, 2003. We are the
leading provider of wireless telecommunication services in Romania
and a rapidly growing provider of wireless telecommunication
services in Czech Republic.

                         *     *     *

As reported in the Troubled Company Reporter on June 11, 2004,
Standard & Poor's Ratings Services placed its 'B-' long-term
corporate credit ratings on MobiFon Holdings B.V. and Telesystem
International Wireless Inc. on CreditWatch with positive
implications.  TIW owns 99.8% of MobiFon Holdings, which in turn
owns 63.5% of MobiFon S.A., Romania's largest cellular operator.

"The CreditWatch placement follows TIW's announcement that it has
entered into an agreement in principle, which will result in
MobiFon Holdings increasing its ownership interest in MobiFon to
up to 79% from the current 63.5%," said Standard & Poor's credit
analyst Joe Morin.  This is a materially relevant ownership
threshold for this company, as the MobiFon statutes require a
supermajority approval of shareholders (75%) for certain material
financial change.  At the current ownership level of 63.5%,
MobiFon Holdings is not able to unilaterally control or access
MobiFon, and the default risk of MobiFon Holdings is separate from
that of MobiFon.  MobiFon Holdings' current credit profile and the
ratings on the company reflect its debt levels and the stability
of its proportional share of MobiFon's dividends.  Although
unrated, the stand-alone credit quality of MobiFon is currently
viewed as 'BB-'.


TIRO ACQUISITION: Wants McDonald Hopkins as Bankruptcy Counsel
--------------------------------------------------------------
Tiro Acquisition, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
hire McDonald Hopkins Co., LPA, as their restructuring counsel.

McDonald Hopkins will:

    a) assist the Debtors in fulfilling their duties as debtors-
       in-possession;

    b) represent the Debtors with respect to motions filed in
       their chapter 11 cases, including without limitation,
       motions for the sale or use of estate property, motions
       to assume or reject unexpired leases or executory
       contracts, and, motions for relief from stay; and

    c) assist the Debtors in the administration of these cases.

Shawn M. Riley, Esq., at McDonald Hopkins, will be the lead
attorney in these proceedings.  He tells the Court that the Firm
received a $125,000 retainer.

The current hourly rates of professionals and paraprofessionals at
McDonald Hopkins:

               Designation        Billing Rate
               -----------        ------------
               Shareholders        $235 - $425
               Associates           140 -  240
               Legal Assistants      75 -  170
               Paralegals            70

To the best of the Debtors' knowledge, McDonald Hopkins does not
hold any interest adverse to the Debtors or their estates.

Headquartered in Southport, Connecticut, Tiro Acquisition --
http://www.tiroinc.com/-- develops, manufactures and packages  
hair care and other products for professional salons.  

Tiro Acquisition and its debtor-affiliates filed for chapter 11
protection on October 12, 2004 (Bankr. D. Del. Case No.
04-12939).  When the Debtor filed for protection, it listed more
than $10 million in assets and debts.


TRINITY PLUMAS: Issues Report to Resume Stock Trading on TSX
------------------------------------------------------------
Trinity Plumas Capital Corp. issued a report at the request of the
TSX-Venture Exchange in connection with the halt in trading which
began on September 14, 2004.  The halt was imposed pending
clarification of certain corporate matters.  With the issuance of
release, trading in the common shares of the company is expected
to resume.

               Debentures Purchase and Conversion

By news release dated June 29, 2004, the Company announced that on
June 25, 2004 C. Chase Hoffman, a director of the Company
completed the sale of certain convertible debentures to Optima
Services International Ltd. (formerly Optima International Trust
Company Ltd.).  

The June 29, 2004 release indicated that Mr. Hoffman retained a
portion of the debentures in the principal amount of $507,500,
which was convertible into 3,500,000 units consisting of 3,500,000
common shares and 3,500,000 warrants.  The press release further
indicated that Optima acquired debentures convertible into
23,981,374 common shares and 23,981,374 warrants of the Company.  

The June 29, 2004 press release also indicated that Optima
acquired the debentures from Hoffman with investment intent and
with the intent, depending on market conditions and to the extent
permitted by applicable law, of selling a portion of the
securities underlying the debentures to third parties.  The press
release described that the proceeds of such sales were to be used,
in part, to pay the cash portion of the purchase price owing to
Hoffman in connection with Optima's purchase of the debentures.

The release also indicated that Optima could, subject to market
conditions, make additional loans to or investments in the Company
including additional purchases or dispositions of common shares
and/or debentures.

The Company advises, based upon information provided by Optima and
Hoffman, the debentures remained in the care and custody of an
escrow agent since June 25, 2004 pending payment in full for the
debentures to Hoffman by Optima.  The date for payment by Optima
of the purchase has been extended several times and currently
remains open until October 14, 2004.  While sufficient funds have
been delivered to and remain in the hands of the escrow agent, the
payment date has been delayed until October 14, 2004 to allow for
the removal of the trading halt and receipt of all necessary TSX
Venture Exchange approval.

The Company is further advised that while the agreement between
Optima and Hoffman expressly provided that the debentures would
not be released to Optima until paid in full, interim arrangements
were made between Optima and Hoffman permitting the conversion of
some of the debentures, the disposition of the underlying shares
and the application of the proceeds generated from such
dispositions.  Hoffman and Optima further advise that the terms of
the purchase of the debentures previously disclosed have been
amended.  Optima will purchase the debentures remaining in escrow
for the sum of Cdn$2.6 million and fund its own costs, subject to
the retention by Hoffman of debentures with a face amount of
Cdn$435,000 convertible into an aggregate of 3,000,000 units.  The
3,000,000 warrants issuable upon exercise of Hoffman's retained
debentures will be returned by Hoffman to the treasury of the
Company for cancellation.

The Company has also been advised that to facilitate the
acquisition of the remaining debentures by Optima from Hoffman
(face value of CDN$2,248,920 excluding Hoffman's retained
debentures and using an assumed exchange rate of US$1.00 equals
CDN$1.5), an aggregate of Cdn$1,450,000 in face amount of
debentures are expected to be sold to an aggregate of five
European portfolio management firms for and on behalf of a number
of European investors.  The Company has been advised these
portfolio managers are all independent, arms length, entities who
will not have any control of the Company.  The conversion of these
debentures by such investors will result in the issuance of an
additional 10,000,000 common shares in the capital of the Company
and 10,000,000 common share purchase warrants.  Under the terms of
the purchase arrangements relating to these debentures, Optima
will acquire the 10,000,000 warrants for its own account.

To date, an aggregate of Cdn$1,163,915 of debentures have been
converted while in escrow, resulting in the issuance of an
aggregate of 8,027,000 units consisting of 8,027,000 common shares
and 8,027,000 warrants.  Under the escrow arrangements between
Hoffman and Optima, an aggregate of $3,877,000 of proceeds have
been provided to the Company for its use.

                      Contingent Liability

From the $3,877,000 of proceeds provided to the Company, an
aggregate of $3,377,000 was delivered to Eagle Oil & Gas Co. on
August 23, 2004 in connection with the acquisition of Barnett
Shale interests disclosed in the Company's press release of
August 30, 2004.  The balance of the proceeds have been provided
to the Company for its use as working capital. The entire proceeds
of $3,877,000 remain a contingent liability of the Company.

With respect to the debentures previously converted while in
escrow pending payment in full by Optima to Hoffman, an aggregate
of 8,027,000 units have been issued.  Upon payment for the
remaining debentures held in escrow to Hoffman, Optima will be
retaining all 8,027,000 of warrants issued upon the prior
conversions and 750,000 of the common shares issued.  The balance
of the common shares issued upon the previous conversions have
been acquired by certain overseas and Canadian parties.   Notable
among these transactions was the acquisition by Westdale
Construction Company Limited of Toronto, Ontario of an aggregate
of 6,000,000 common shares, representing 45.35% of the current
issued and outstanding capital (13,230,115 shares) and which will
represent 18.5% of the issued and outstanding common shares on
completion of the purchase and conversion of the remaining
debentures by Optima from Hoffman, and the conversion of the
retained debentures by Hoffman (and assuming issuance of the
10,000,000 shares issuable upon the conversion of the debentures
to be acquired by the European investors).  Optima also advises
that Westdale was granted a warrant by Optima to purchase an
aggregate of up to 6,000,000 common shares of the Company from
Optima's holdings.  These warrants will be exercisable until June
20, 2006 at a price of $1.00 on 2,000,000 shares, $1.50 on
2,000,000 shares and $2.00 on 2,000,000 shares.  The delivery of
the common shares and warrants to Westdale was completed
contemporaneously with the closing of the Eagle acquisition on
August 31, 2004.

Optima and Hoffman advise the Company that upon payment for the
debentures by Optima it is their intention to immediately exercise
the conversion rights in respect of the remaining debentures, with
the result that following the closing of the transactions, and
assuming the issuance of the 10,000,000 common shares upon
conversion of the debentures to be acquired by the European
investors, the issued and outstanding capital of the Company will
consist of 32,383,672 common shares, with Hoffman holding
3,010,100 common shares (9.3%), Optima holding 6,903,557 common
shares (21.3%) and an aggregate of 24,930,557 warrants and
Westdale holding 6,000,000 common shares (18.5%).  Assuming the
exercise of the warrants to be held by Optima, and the exercise by
Westdale of its options, the issued capital of the Company would
increase to 56,524,247 shares and Optima would hold 18,930,557
common shares (33.47%) and Westdale would hold 12,000,000 common
shares (21.21%) excluding the exercise of any options held under
the terms of the Company's option plan.

There are US$600,000.00 and US$631,889.77 in Debentures, which are
not converted and remain in escrow, subject to the escrow terms.

In summary of the CDN$2,000,000.00 Debentures, an aggregate of
$1,163,915 has been converted as follows:

                               Conversion-#         Conversion-#
Face Value of     Date of     Shares & Name      Warrants & Name
Debenture      Conversion  of Party Sold To     of Party Sold To
-------------  ----------  ----------------     ----------------
$217,500     July 6, 2004    750,000 shares   1,500,000 Warrants
                                  to Optima               Optima

                             750,000 shares
                                to European
                                  investors

$29,000       Aug. 6 2004    200,000 shares     200,000 Warrants
                                 Ian Savage               Optima

$917,415    Aug. 20, 2004  6,327,000 shares   6,327,000 Warrants
                             Westdale et al               Optima


The balance remaining unconverted on the CDN$2,000,000.00
Debenture is $836,085.00.  Pro-Forma Capitalization (based on
debenture conversion in full, excluding warrant exercises, and
pre-dilution from future private placements and exercise of stock
options granted under the Company's stock option plan)

Issued Base Number               5,203,115   Common Shares
Prior Debenture Conversions

  (i)   Westdale                 6,000,000
  (ii)  Optima                     750,000
  (iii) Others                   1,277,000

Pending Debenture Conversions

  (i)   European Investors      10,000,000
  (ii)  Optima                   6,153,557
  (iii) Hoffman                  3,000,000

TOTAL                           32,383,672   Common Shares

               Optima Services International Ltd.

Optima Services International Ltd. is owned 100% by Mr. Robert
Kubbernus, a former Vice-President of the Company, who resigned as
Vice-President effective October 8, 2004.  If Optima completes the
purchase of the Debentures 100% of its interest will remain in a
blind trust, while the TSX Venture Exchange reviews the acceptance
of Optima/Kubbernus as an insider.  The terms of the Blind Trust
are that it would remain in place until one of two principal
conditions are met:

   1. Mr. Robert Kubbernus is approved by the TSX Venture
      Exchange; or

   2. The position of Optima no longer represents an insider
      position in the Company.

                        Bridge Financing

In other Corporate affairs, the Company has secured bridge
financing to meet development costs to be incurred by the
Company's 23.595 % working interest in the Eagle Farms #11H
Horizontal Well in the Barnet Shale formation.  The funding, in
the amount of US$518,000, is being advanced by a Director of the
Company on a bridge basis with an interest rate of 10% per year.  
The term is six months, interest payable at maturity and no
penalty for prepayment.  The investor participation will be 25% of
Trinity's interest in the Eagle Farms #11H.  A further well, which
would have required an advance of US$704,000 was dropped.

Trinity Plumas Capital Corp. is a natural resources company, whose
business is exploration and development of mining and petroleum
properties.  Through its wholly and partially owned subsidiaries,
the Company indirectly holds mining interests in California and
Nevada.  The Company also holds an interest in an oil "production
sharing" agreement with the Guatemalan government.  Additionally,
the Company directly holds a 3% royalty on future production from
the Guatemalan oil prospect.

At June 30, 2004, Trinity's stockholders' deficit narrowed to
$1,573,671 compared to a $2,300,090 deficit at December 31, 2003.

Trinity Plumas incurred losses amounting to $16,015,345 at
June 30, 2004, which includes an operating loss for the current
period of $498,675.  The continuation of the Company is dependent
upon the continuing financial support of creditors and
stockholders, refinancing debts payable, obtaining additional
long-term debt or equity financing, as well as achieving and
maintaining a profitable level of operations.  The Company plans
to raise additional equity and debt capital as necessary to
finance the operating and capital requirements of the Company.  
Amounts raised will be used to provide financing for the
development and commercialization of the Company's business and
for other working capital purposes.  While the Company is
expending its best efforts to achieve the above plans, there is no
assurance that any such activity will generate sufficient funds
for operations.

These conditions prompted Trinity Plumas to state in their 2004
quarterly report ending June 30, 2004 that there is "substantial
doubt about the Company's ability to continue as a going concern."


TRW AUTOMOTIVE: Intends to Refinance $600 Mil. Subordinated Note
----------------------------------------------------------------
TRW Automotive Holdings Corp. (NYSE: TRW) intends to refinance its
acquisition-related $600 million subordinated 8% pay-in-kind note.
The Seller Note was issued by a subsidiary of the Company to an
affiliate of Northrop Grumman Corporation in connection with The
Blackstone Group L.P.'s acquisition of Northrop's automotive
business in February of 2003.  The Company plans to repurchase the
Seller Note with a combination of a newly issued term loan under
the Company's existing senior credit agreement, available cash and
existing liquidity arrangements.

"Completion of this refinancing action is an important next step
for TRW Automotive to improve its overall cost of capital," said
Joseph S. Cantie, executive vice president and chief financial
officer.  "This plan has a positive net present value based on the
reduced level of interest costs we expect to secure and the
reduced face value of debt.  Previous capital transactions and
cash generated from operations, together with the pending Seller
Note transaction, have allowed us to strengthen our capital
structure, which has been a focus of ours since the acquisition."

In connection with the refinancing activity, the Company reached
agreement with Northrop to repurchase the Seller Note and to
settle various contractual issues stemming from the acquisition
for the net amount of $493.5 million, subject to financing.

The Company intends to raise approximately $300 million of
proceeds through the issuance of a new bank term loan with the
balance necessary to complete the transaction sourced from
available cash and existing liquidity arrangements.  The
transaction is expected to close within the next 30 days.

At the time of the acquisition, the Company valued the
$600 million face-value Seller Note based on a 15 year life and 8%
pay-in-kind interest, and determined that the fair value of the
Seller Note, and corresponding book value at Mar. 1, 2003, was
$348 million using a 12% discount rate.  As of Sept. 24, 2004, the
Company's third quarter close date, the book value of the Seller
Note, including accrued interest, was $417 million.  Additionally,
the Seller Note had a face-value, including accrued interest, of
$678 million as of Sept. 24, 2004.

Assuming the transaction is consummated within the expected
timeframe, the Company expects to record a fourth quarter pre-tax
charge of approximately $115 million for loss on retirement of
debt resulting primarily from the difference between the
repurchase price ascribed to the Seller Note and the book value of
the Seller Note on the Company's balance sheet.  This loss is U.S.
based and therefore carries zero tax benefit due to the Company's
tax loss position in this jurisdiction.

Consummation of the refinancing will be subject to various
conditions, including but not limited to the Company's ability to
raise capital under a new bank term loan and execution of all
related transaction requirements.

                             About TRW
     
With 2003 sales of $11.3 billion, TRW Automotive ranks among the
world's top 10 automotive suppliers. Headquartered in Livonia,
Michigan, USA, the Company, through its subsidiaries, employs
approximately 61,000 people in 22 countries.  TRW Automotive
products include integrated vehicle control and driver assist
systems, braking systems, steering systems, suspension systems,
occupant safety systems (seat belts and airbags), electronics,
engine components, fastening systems and aftermarket replacement
parts and services.  

                         *     *     *

As reported in the Troubled Company Reporter on February 12, 2004,
following the completion of TRW Automotive's initial public equity
offering, Fitch Ratings has affirmed the earlier indicative debt
ratings of TRW Automotive Inc.  The ratings of 'BB+' for senior
secured bank debt, 'BB-' for senior notes, and 'B+' for senior
subordinated notes are all affirmed.  The Rating Outlook is
Stable.


U.S. CANADIAN: Notifies Nasdaq 3-for-1 Forward Split is Approved
----------------------------------------------------------------
U.S. Canadian Minerals, Inc. (OTCBB:UCAD) said a 3-for-1 forward
split of its Common and Preferred A shares has been approved.  The
Company is notifying Nasdaq of the approval and the Company will
be filing the appropriate paperwork with the goal of having the
forward split reflected at the earliest possible time.  The
Company anticipates that said change will be reflected by Nasdaq
within 10 business days.

Rendal Williams, CEO of U.S. Canadian Minerals, Inc. stated "We
expect that this restructuring will allow the shareholder value to
continue its current increase and allow for additional future
financing avenues."

Further details relative to this transaction can be found at
http://www.uscanadian.net/

                        About the Company

U.S. Canadian Minerals is a multi-dimensional, mineral-based
corporation headquartered in Las Vegas, Nevada.  On its own and
through Joint Ventures, U.S. Canadian Minerals is looking to
expand and develop mining properties throughout the world. U.S.
Canadian Minerals has already begun work on several projects, all
of which are in various stages of development.

                         *     *     *

As reported in the Troubled Company Reporter on July 30, 2004, the
Board of Directors of U.S. Canadian Minerals, Inc., dismissed
Beckstead and Watts, LLP, as its independent public accountants on
June 11, 2004.  The Company's Board of Directors participated in
and approved the decision to dismiss Beckstead and Watts, LLP.

Beckstead and Watts, LLP had been the Company's certifying
accountant for the prior year.  During the past year, Beckstead
and Watts, LLPs' report on the Company's financial statements
contained an explanatory paragraph questioning the Company's
ability to continue as a going concern.


U.S. CANADIAN: Begins COD Mine Operations in Kingman, Arizona
-------------------------------------------------------------
U.S. Canadian Minerals, Inc., initiated the commencement of
operations at the COD mine in Kingman, Arizona.  The company has
contracted for the first stage of bulk sampling on the property
and the improvements of the access and facilities at the site.

Rendal Williams, CEO of U.S. Canadian Minerals, Inc. stated, "We
are pleased to have commenced operations which will lead to full
scale production from this property in the near future and are
excited by the future returns we believe this property will
generate."

Further details relative to this transaction can be found at
http://www.uscanadian.net/

                       About the Companies

El Capitan and UCAD executed a joint venture agreement in May 2004
through which UCAD acquired an 80% interest in the COD mine in
exchange for 720,000 shares of UCAD common stock.  Net profits
from the operations will be split equally among El Capitan and
UCAD.

El Capitan Precious Metals, Inc., is a nominally capitalized
development stage company that owns a 40% interest in the El
Capitan mine located near Capitan, New Mexico, as well as a joint
venture and 20% ownership of 13 mining claims and other assets
known as the COD Property located near Kingman, Arizona.

U.S. Canadian Minerals is a multi-dimensional, mineral-based
corporation headquartered in Las Vegas, Nevada.  On its own and
through Joint Ventures, U.S. Canadian Minerals is looking to
expand and develop mining properties throughout the world.  U.S.
Canadian Minerals has already begun work on several projects, all
of which are in various stages of development.

                         *     *     *

As reported in the Troubled Company Reporter on July 30, 2004, the
Board of Directors of U.S. Canadian Minerals, Inc., dismissed
Beckstead and Watts, LLP, as its independent public accountants on
June 11, 2004.  The Company's Board of Directors participated in
and approved the decision to dismiss Beckstead and Watts, LLP.

Beckstead and Watts, LLP had been the Company's certifying
accountant for the prior year.  During the past year, Beckstead
and Watts, LLPs' report on the Company's financial statements
contained an explanatory paragraph questioning the Company's
ability to continue as a going concern.


US AIRWAYS: Wants to Restrict Claim Trading to Preserve NOLs
------------------------------------------------------------
US Airways, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Virginia to establish
a notice and hearing procedure that must be satisfied before
transfers of claims against, and equity securities in, the Debtors
are deemed effective.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
explains that the Debtors must protect and preserve Net Operating
Losses totaling more than $600,000,000.  The Debtors can maintain
the NOLs by establishing notice and hearing procedures for trading
of claims and equity securities.  If left unrestricted, improper
trading could severely limit the use of the NOLs and could have
negative consequences for the Debtors, their estates and the
reorganization process.  

To preserve the flexibility to craft a plan of reorganization that
maximizes the NOLs' value, the Debtors must closely monitor
transfers of claims and equity securities.  If noncompliant
transfers are contemplated, the Debtors must be able to act
accordingly to preserve the NOLs.

Specifically, trading of claims and equity securities could
adversely affect the Debtors' NOLs if:

   (a) too many 5% blocks of equity securities are created, or
       too many shares change hands from these blocks, so that,
       an ownership change within the meaning of Section 382 of
       the Internal Revenue Code is triggered; or  

   (b) ownership of the Debtors' claims currently held by
       "qualified creditors" is transferred, prior to
       consummation of the plan, and those claims would be
       converted under a plan of reorganization into a 5% or
       greater block of the Reorganized Debtors' stock.

The Debtors propose these procedures for trading in equity
securities:

   -- Any entity designated a Substantial Equityholder will
      file with the Court, and serve a notice of this status
      upon the Debtors and their counsel, within 10 days of
      earning this designation; and

   -- Prior transferring equity securities that would increase
      the amount of US Airways Group, Inc., common stock owned by
      a Substantial Equityholder, the recipient will file with
      the Court, and serve on the Debtors and their counsel,
      advance written notice of the intended equity securities
      transfer.

Mr. Leitch relates that the Debtors have estimated net operating
losses of in excess of $600,000,000, which will probably grow by
the time the Debtors emerge from Chapter 11.  The NOLs translate
into future tax savings in excess of $200,000,000, based on a 35%
corporate federal income tax rate.  Section 172 of the IRC permits
corporations to carry forward NOLs to offset future income,
reducing federal income tax liability and improving their cash
position.  

However, the usefulness of the NOLs could be limited under Section
382 of the IRC, due to trading and accumulation of claims and
equity securities prior to consummation of the Plan of
Reorganization.  Section 382 limits the taxable income that can be
offset by NOL carryforwards in any taxable year following an
ownership change.  An "ownership change" occurs if the ownership
percentage of the stock by one or more 5% shareholders has
increased by more than 50% over the lowest percentage of stock
owned by the shareholders during the 3-year testing period ending
on the date of the ownership change.  

Mr. Leitch tells Judge Mitchell that if too many investors
transfer their securities before the effective date of a Plan, an
ownership change, which falls outside the ambit of these special
bankruptcy provisions, may be triggered, thus limiting the NOLs.  
The Debtors want to ensure that they are able to maximize the use
of their NOLs to reduce federal income taxes on income earned
after reorganization.

Mr. Leitch assures the Court that the request is narrowly tailored
to apply only to investors that would cross the IRC threshold of
an aggregate principal of $100,000,000 or more.  The Debtors will
impose the notice and hearing requirements only on investors that
may fall outside the de minimis rule, and thus could jeopardize
the Debtors' ability to satisfy the requirements of the IRC
Section 382(l)(5) safe harbor.

If the request is granted, the Debtors will publish notice of the
Order in The Wall Street Journal.  The Debtors will also send
notice to:

  (a) the United States Trustee;

  (b) the Official Committee of Unsecured Creditors;

  (c) all known creditors and shareholders;

  (d) the indenture trustees or transfer agents for any class of
      common stock or any bonds or debentures; and

  (e) all parties who file claim transfer notices under Rule
      3001(e)(i) of the Federal Rules of Bankruptcy Procedure.


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. 66; Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: Hearing on Retiree Committee Set for October 28
-----------------------------------------------------------
US Airways, Inc., and its debtor-affiliates have been negotiating
with union representatives to agree on labor cost reductions that
will achieve competitiveness with low-fare, low-cost carriers.  In
this pursuit, the Debtors must realize $800,000,000 in labor cost
savings.  The Debtors intend to amend the Collective Bargaining
Agreements with their labor unions.  A portion of the cost
reductions will come from retiree medical benefits for existing
and future retirees for each union and non-union retirees.  If the
unions do not agree to reduce their retiree medical benefits, the
Debtors will seek reductions under Sections 1114(e) through (h) of
the Bankruptcy Code.

According to Brian P. Leitch, Esq., at Arnold & Porter, in Denver,
Colorado, Section 1114(e)(1) of the Bankruptcy Code provides that
a Chapter 11 debtor will continue retiree medical benefits.  
However, modification is permitted if the debtor and the
"authorized representative" of the retirees agree to a
modification or termination of retiree medical benefits, or if the
Court authorizes modification or termination of benefits pursuant
to Sections 1114(g) or (h).  Section 1114(f) requires the Debtors
to "make a proposal to the authorized representative of the
retirees" and to meet with the authorized representative to reach
mutually satisfactory modifications to the retiree benefits.

If a labor organization declines to serve as the authorized
representative for a group of retirees, Section 1114(c)(2)
provides that the Court will appoint a committee of affected
retired employees to serve as authorized representative.

Against this backdrop, the Debtors proposed procedures for the
solicitation, nomination and appointment of members to a committee
to serve as the sole "authorized representative" of retired
employees, if needed.

Judge Mitchell granted the Debtors' request.  The Court:

  (a) established September 30, 2004, as the deadline for the
      ALPA, AFA-CWA, CWA, TWU and IAM to deliver to the Debtors a
      notice of election not to serve as an authorized
      representative;

  (b) approved the "Request for Nominations to Retiree
      Committee" and "Response to Request for Nominations to
      Retiree Committee";

  (c) approved the "Request for Nominations to Retiree
      Committee" and "Response to Request for Nominations to
      Retiree Committee"; and

  (d) set a hearing for October 28, 2004, to approve the
      specifics of any Retiree Committee.

A single Retiree Committee will represent the interests of
unrepresented union retirees and non-union retirees, and permit  
the Debtors to conduct negotiations with one entity.  Since a
Retiree Committee is entitled to have its expenses paid by the
bankruptcy estate, a single Retiree Committee will lessen the
financial burden on the Debtors.  More than one Retiree Committee
would multiply the amount of costs and fees.  Multiple Retiree
Committees would complicate the negotiation process.

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. 66; Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: Creditors' Committee Taps Otterbourg as Counsel
-----------------------------------------------------------
R. Douglas Greco, Vice President, Sales Finance, at Airbus North
America Holdings, Inc., and Chairperson of the Official Committee
of Unsecured Creditors, appointed in the chapter 11 cases of US
Airways, Inc., and its debtor-affiliates tells the U.S. Bankruptcy
Court for the Eastern District of Virginia that Otterbourg,
Steindler, Houston & Rosen, P.C., has extensive experience in and
knowledge of business reorganizations under Chapter 11 of the
Bankruptcy Code.  The Firm also has unique knowledge of the
Debtors.

The Committee asks Judge Mitchell for permission to retain
Otterbourg, Steindler, Houston & Rosen, as its lead counsel,
effective September 20, 2004.

Otterbourg will work closely with Vorys, Sater, Seymour and Pease
LLP, and other professionals retained by the Committee to ensure
that there is no duplication of services charged to the Debtors'
estates.

Otterbourg represented the Official Committee of Unsecured
Creditors and the Post-Confirmation Committee in the Debtors'
prior bankruptcy proceedings.  For this representation, within the
90 days preceding the Petition Date, Otterbourg was paid $28,318
and is currently owed $7,907.  Otterbourg has closed the firm
identification number related to the prior representation, written
off the amounts owed and will not seek payment from the Debtors'
estates.

As lead counsel, Otterbourg will:

  (1) assist and advise the Committee in consultations with the
      Debtors;

  (2) attend meetings and negotiate with the representatives of
      the Debtors;

  (3) assist and advise the Committee in its examination and
      analysis of the conduct of the Debtors' affairs;

  (4) assist the Committee in the review, analysis and
      negotiation of any plan(s) of reorganization and assist
      the Committee in the review, analysis and negotiation of
      any disclosure statement;

  (5) assist the Committee in the review, analysis, and
      negotiation of any financing agreements;

  (6) take all necessary actions to protect and preserve the
      interests of the Committee, including:

         -- the investigation and prosecution of actions, on the
            Committee's behalf,

         -- negotiations concerning litigation involving the
            Debtors, and

         -- review, analyze and reconcile claims filed against
            the Debtors' estates;

  (7) prepare on the Committee's behalf all necessary motions,
      applications, answers, orders, reports and papers in
      support of positions taken by the Committee;

  (8) appear before the Court, the Appellate Courts, other
      courts and tribunals, and the United States Trustee to
      protect the Committee's interests; and

  (9) perform all other necessary legal services.

Otterbourg will charge for its legal services on an hourly basis
and for its actual, reasonable and necessary out-of-pocket
disbursements incurred.  The Firm's attorneys and
paraprofessionals bill their time in one-tenth hour increments.  
The hourly rates are anticipated to range:

       Partner                    $450 - 695
       Associate                   225 - 495
       Paralegal/Legal Assistant   175

Otterbourg is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

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. 66; Bankruptcy Creditors' Service, Inc., 215/945-7000)


USG CORPORATION: Wants Tort Firms to Comply with Rule 2019 Order
----------------------------------------------------------------
On August 27, 2004, the U.S. Bankruptcy Court for the District of
Delaware amended its Order requiring the filing of Statements
pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure.  The Amended Order requires law firms to submit CD-ROMs
with two exhibits:

    (a) Exhibit A must contain a power of attorney, engagement
        letter or other instrument showing how the firm came to
        represent a particular claimant; and

    (b) Exhibit B must contain basic information about each
        claimant including name, address, social security number,
        the nature and amount of each claim, and other basic
        information.

As reported in the Troubled Company Reporter on Sept. 22, 2004,
Baron & Budd and Silber Pearlman admitted that their literal
compliance with the Rule 2019 Order would be difficult, burdensome
and very expensive.  The Firms do not, however, seek to be excused
from filing a Rule 2019 statement.  Instead, the Firms asked Judge
Fitzgerald to amend the Order "slightly to ease the difficulty of
compliance, while still preserving the intentions of Rule 2019."

Baron & Budd and Silber Pearlman contended that mass tort cases
call for flexibility in the application of Rule 2019. The purpose
and spirit of Rule 2019 can be served by applying the rule
flexibly in situations where the possible literal application of
the Rule would cause unintended harm to already physically injured
tort victims. Courts have applied the Rule pragmatically in other
cases to assure that justice is done. The goal of the Rule is
disclosure, and this goal can be fully realized without excessive
burden and with minimal intrusion into the attorney-client
relationship.

        Debtors Respond to Baron & Budd and Silber Pearlman's
                   Motion to Amend Rule 2019 Order

The Debtors contend that Bankruptcy Rule 2019 is a mandatory
disclosure rule.  While the Debtors remain somewhat flexible in
the application of Bankruptcy Rule 2019 to the asbestos bar, they
contend that the Court's Order should not be changed so much that
the policy and goals of Bankruptcy Rule 2019 are frustrated.

Bankruptcy Rule 2019 requires that a law firm provide these
information regarding its clients when it represents more than one
client in a particular bankruptcy case:

    (a) names and addresses;

    (b) the nature and amount of the claim and the time of
        acquisition;

    (c) circumstances in connection with employment of the
        particular plaintiffs' firm;

    (d) the amounts of claims; and

    (e) a copy of the instrument or engagement letter of the
        particular plaintiffs' firm.

The Debtors argue that even in an age without CD-ROMs, instant
international electronic mail, and massive multi-server databases
with sorting capability, bankruptcy courts have required attorneys
to comply with Bankruptcy Rule 2019, even when the firms represent
a large group of claimants.

In their request, Baron & Budd, P.C., and Silber Pearlman, LLP,
propose several changes to the Rule 2019 Order that are contrary
to the policy of Bankruptcy Rule 2019.  While the Debtors concede
that it would be appropriate for the Court to be somewhat flexible
in its application of Bankruptcy Rule 2019 to the Firms and other
lawyers representing a large group of claimants in these Chapter
11 cases, Baron & Budd and Silber Pearlman have asked the Court to
rewrite its Rule 2019 Order so that there is no substantive
compliance with Bankruptcy Rule 2019.

Accordingly, the Debtors ask the Court to deny Baron & Budd and
Silber Pearlman's request, or, in the alternative, apply these
modifications to the Rule 2019 Order:

    (1) for now, require the submission of an exemplar copy of
        each form retention agreement used by the Firms along with
        a verified statement identifying by name the claimants
        that executed each particular form retention agreement;

    (2) require the Firms to provide the disease level of the
        claimants addressed by the Rule 2019 Statement; and

    (3) permit the Firms to file under seal the information
        regarding social security numbers and addresses, available
        for review only by the Court, the Debtors and the official
        committees and the futures representative appointed in
        these Chapter 11 cases.

              Brayton Purcell and Campbell Cherry Join
             Baron & Budd and Silber Pearlman's Request

Brayton Purcell and Campbell, Cherry, Harrison, Davis & Dove, PC,
are law firms representing numerous tort victims asserting
personal injury claims against the Debtors.  Brayton Purcell and
Campbell Cherry join Baron & Budd and Silber Pearlman in their
request to alter the Rule 2019 Order.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading  
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.

USG Corporation filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., and Paul
E. Harner, Esq., at Jones Day represent the Debtors in their
restructuring efforts. When the Debtors filed for protection from
their creditors, they listed $3,252,000,000 in assets and
$2,739,000,000 in debts. (USG Bankruptcy News, Issue No. 73;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


VERILINK CORP: PwC Expresses Going Concern Doubt in Revised 10-K
----------------------------------------------------------------
Verilink Corporation (Nasdaq: VRLK) filed its Annual Report on
Form 10-K for the year ended July 2, 2004.  The Company has
revised its previously announced financial results to reflect
adjustments identified in the course of finalizing the Company's
audited financial statements for inclusion in its Form 10-K for
fiscal 2004.  The aggregate impact of these adjustments reduced
net income by $38,000 for the quarter and fiscal year ended
July 2, 2004 from the amounts previously announced, and reduced
net working capital at July 2, 2004 by $366,000.

The revised net loss for the fourth quarter of fiscal 2004
computed in accordance with generally accepted accounting
principles (GAAP) of $538,000, compares to the originally reported
net loss of $500,000.  The revised net loss for the fiscal year
ended July 2, 2004 of $26,000, compares to the originally reported
net income of $12,000, or nil per diluted share.

Revised non-GAAP income for the fourth quarter of fiscal 2004 was
$205,000, as compared to the originally reported non-GAAP income
of $243,000.  Revised non-GAAP income for the year ended
July 2, 2004 is $3.2 million, as compared to the originally
reported non-GAAP income of $3.3 million.

                       Going Concern Doubt

As required under Nasdaq Rule 4350(b), the Company is providing
notice that the report of PricewaterhouseCoopers LLP, the
Company's registered independent public accounting firm, on the
Company's financial statements as of July 2, 2004, contains an
explanatory paragraph, which refers to uncertain revenue streams
and a low level of liquidity and notes that these matters raise
substantial doubt about the Company's ability to continue as a
going concern.

The Company has been and continues to prepare for reduced legacy
sales through its recent acquisitions, investment in next
generation broadband access products, and the alignment of its
operating costs with management's revenue expectations in light of
current conditions in the telecommunications industry.  On a
quarterly basis, management will continue to evaluate revenue
outlook and plans to adjust spending levels as necessary. The
Company believes that its cash and cash equivalents and
anticipated cash flow from operations will be sufficient to fund
its operations and contractual obligations through fiscal 2005
based on management's current operating plan, although no such
assurance can be given.  For further information regarding the
Company's liquidity and capital resources, see the Company's
Annual Report on Form 10-K, which is available from the SEC's
website at http://www.sec.gov/or at the Company's website at  
http://www.verilink.com/  

The Company plans to update investors when results for its first
quarter of fiscal 2005 are released, scheduled for October 27,
2004.

                  About Verilink Corporation

Verilink provides customer premises voice and data access
solutions to service providers, strategic partners and enterprise
customers on a worldwide basis.  Verilink is a market leader in
voice over packet and voice over TDM IAD solutions including VoIP,
VoDSL and VoATM. Data only offerings include access routers,
probes, CSU/DSUs, DACS and network monitoring solutions.
Verilink's turnkey service solutions empower carriers with the
flexibility to provide integrated services regardless of network
technology.  Verilink stock trades on the NASDAQ market under the
symbol VRLK.  To learn more about Verilink, visit the company's
website at http://www.verilink.com/


VERITAS DGC: Has Until October 29 to Deliver Annual Report to SEC
-----------------------------------------------------------------
Veritas DGC, Inc., (NYSE & TSX:VTS) will delay the filing of its
Annual Report on Form 10-K for the fiscal year ended July 31, 2004
and requested a fifteen-day extension of the deadline to file its
Annual Report by filing a Form 12b-25 with the SEC.  This will
extend the filing deadline to October 29, 2004.

On September 1, 2004, the Company announced that in the process of
completing the review of its fourth quarter results, the Company
identified on its balance sheet approximately $1.2 million related
to the depreciation of certain equipment placed in service more
than five years ago which may not have been accounted for
properly.

           $2.5 Million of Additional Net Adjustments

Due to this issue, management and the Audit Committee commissioned
an investigation by the Company's Internal Audit Director with the
assistance of UHY-Mann Frankfort Stein & Lipp, the Company's
outsourced internal audit service provider, of the Company's
balance sheet accounts on a worldwide basis.  That review, which
is now substantially complete, identified approximately
$2.5 million of additional net adjustments necessary to properly
account for foreign currency losses, intercompany transfers of
equipment and of receivable balances, equipment testing costs and
other items.  The Company believes that, of the total amount of
$3.7 million, including the initial $1.2 million, $3.2 million
should have been expensed and $0.5 million should remain on the
balance sheet as of July 31, 2004.

The Company is currently evaluating the proper accounting
treatment of the adjustments described and whether portions of
these adjustments should be applied to prior years.  The potential
adjustments identified are not expected to have any significant
effect on the Company's operations, future results or liquidity.
However, until the Company can confirm the proper accounting
treatment of these adjustments and complete its year-end
procedures, it will delay releasing complete results for the
fourth quarter or for the 2004 fiscal year.

                     Fourth Quarter Results

The Company also reported revenues for the fourth quarter of
fiscal 2004 of $135.2 million compared to $119.5 million for the
fourth quarter of fiscal 2003 and revenues for the 2004 fiscal
year of $563.9 million compared to $503.0 million for the 2003
fiscal year.  Revenues for the fourth quarter and fiscal year
ended July 31st consisted of the following:

                   Three Months Ended              Year Ended     
                        July 31,                     July 31,     
                  ------------------            ------------------
                    2004      2003                2004      2003
                  --------  --------            -------  ---------
                                      (millions)                     
Multi-client:
Land              $  12.6    $  8.2            $  64.9    $  57.1  
Marine               56.2      38.3              207.8      162.9  
                  --------  --------            -------  ---------
    Subtotal          68.8      46.5               272.7     220.0  
Contract:
Land                 27.5      31.5               154.2     156.3  
Marine               38.9      41.5               137.0     126.7  
                  --------  --------            -------  ---------
     Subtotal         66.4      73.0               291.2     283.0  
                  --------  --------           --------  ---------
Total Revenues      $135.2    $119.5              $563.9    $503.0  

If the $3.2 million of income statement adjustments were to be
recorded in the fourth quarter of 2004, the Company would expect
its earnings per share for the fourth quarter to be approximately
$0.02 per share and its loss per share for fiscal 2004 to be
approximately $0.04 per share.  These amounts would reflect all
necessary adjustments known to management at this time but would
not take into account the effect of any further adjustments that
could occur as a result of completion of the year-end procedures.

The Company generated increased cash flow for the 2004 fiscal
year, reporting that it began the year with $72.6 million in cash
and ended with $117.1 million.  During the year the Company also
reduced its long-term debt by $37.4 million, to a balance of
$155 million at July 31, 2004, and repurchased $20 million of its
common stock.

Thierry Pilenko, Chairman of the Board and CEO, said, "After our
intensive worldwide review I personally believe that we are taking
all of the needed steps to identify all the issues so we can take
appropriate action, become stronger and move forward.  Further, as
we strive for transparency, we are reporting those issues in a
straightforward manner.  We will continue our work in this area in
order to identify the root causes and correct our accounting
processes.  In the meantime, I would like to assure our
shareholders that, while these accounting issues are unpleasant,
they have had no impact on our cash flow, our liquidity, or in any
way hindered our operations."

Mr. Pilenko added, "Our operations, in fact, are performing well.
Our backlog has increased from $146.6 million at the end of July
2004 to $218.8 million at the end of September and our bidding
activity remains high.  Our customers seem anxious to secure
seismic assets for projects well into the next calendar year and
we see indications that seasonal demand may outstrip supply in
some markets.  Data library sales prospects are strong and we are
confident that we will continue to enjoy good revenue and returns
in this area."

Veritas DGC Inc., headquartered in Houston, Texas, is a leading
provider of integrated geophysical, geological and reservoir
technologies to the petroleum industry worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on March 02, 2004,
Standard & Poor's Ratings Services affirmed its ratings on Veritas
DGC Inc. (BB+\Negative\--) following the company's announcement
that it will refinance a large portion of its secured debt by
issuing new unsecured convertible notes.  The outlook remains
negative.


VISTA GOLD: Appoints W. Durand Eppler to Board of Directors
-----------------------------------------------------------
Vista Gold Corp. (Amex: VGZ; TSX) appointed W. Durand Eppler of
Denver, Colorado, to the Board of Directors effectively
immediately.  

Mr. Eppler holds an M.S. degree in Mineral Economics from the
Colorado School of Mines.  Recently, with Newmont Mining
Corporation, he held positions of Vice President of Newmont
Capital, Ltd., President of Newmont Indonesia, Vice President of
Corporate Development and Vice President of Corporate Planning.

He also has considerable domestic and international banking
experience with major U.S. banks.  Mr. Eppler fills a Board
vacancy with a term that expires at the next annual general
meeting of shareholders.  The vacancy was created by the
unexpected passing of President Jock McGregor in late May.

"The addition of Randy Eppler brings strength to our company,
particularly in the business development and financial areas, and
we are very pleased to welcome him to our Board of Directors,"
said Mike Richings, President and CEO.
    
Vista Gold Corp., based in Littleton, Colorado, evaluates and
acquires gold projects with defined gold resources.  Additional
exploration and technical studies are undertaken to maximize the
value of the projects for eventual development.  The Corporation's
holdings include the Maverick Springs, Mountain View, Hasbrouck,
Three Hills, Hycroft and Wildcat projects in Nevada, the Long
Valley project in California, the Yellow Pine project in Idaho,
the Paredones Amarillos and Guadalupe de los Reyes projects in
Mexico, and the Amayapampa project in Bolivia.

                         *     *     *

As reported in the Troubled Company Reporter on April 1, 2004,
Vista Gold's independent auditors expressed doubt about the
company's ability to continue as a going concern after reviewing
its financial statements for the year ending Dec. 31, 2003.


VLASIC: Campbell Presents 5 More Witnesses in $250M Spin-Off Suit
-----------------------------------------------------------------
Campbell Soup Company called five more witnesses to testify before
the United States District Court for the District of Delaware in
the $250 million lawsuit commenced by VFB, LLC, attacking the
spin-off of Vlasic Foods from Campbell:

A. Ralph Bravo

   Mr. Bravo works as a buyer of mushrooms at Campbell.  
   According to Mr. Bravo, very little changed in the scheduling
   of the delivery of mushrooms after the spinoff.  Mr. Bravo
   only gets involved in the procurement process when there are
   problems that could not be resolved between the plants and
   whomever was sending the mushrooms.  "Whether it was Campbell
   Fresh or Vlasic Food International."  Mr. Bravo explains that
   the problems came in because the two businesses don't match
   one another.  "You have a mushroom business that is growing
   mushrooms every day of the year.  And you have soup plants
   that are using mushrooms in a very seasonal manner.  And that
   is the same business that was there when we had our own
   mushroom farms.  It was the same business that was there when
   Vlasic Food International had the business.  And it's the same
   business I have today buying the mushrooms, the same exact,
   what do you say, issues, I guess, or problems."

   Mr. Bravo also becomes involved if there were quality
   problems.  "[T]hat was part of my job, make sure that the
   mushrooms that we were receiving on the soup lines were free
   of foreign material."  According to Mr. Bravo, the quality of
   the mushrooms was and is still an issue today.  "[T]he
   mushrooms are hand-picked, and obviously, when you have people
   involved in the process you always have problems.  So this is
   something that was always there.  It was there before, during
   Vlasic, and today."

   Mr. Bravo relates that Campbell Fresh had contracts, swap
   agreements with third parties, mostly growers, where they
   would switch those mushrooms between the time they didn't need
   them until the time they needed them.  "That was all done by
   Campbell Fresh as well as Vlasic Farms."

   The District Court points out that there have been vastly
   different assertions presented regarding the mushroom
   transactions.  "Maybe that is because I am not understanding
   really what is going on.  While you are here, you might be
   able to shed some light on that," Judge Kent A. Jordan tells
   Mr. Bravo.

   Mr. Bravo relates, "I do believe very, very strongly that --
   it is my business to treat the suppliers fairly, because if I
   don't do that, I don't have a business.

   "And I can tell you for sure that when I was buying, or
   responsible for the mushroom business when Campbell Fresh was
   there, I treat them fairly.  And there were times when we
   could trade the mushrooms and there were times when the
   mushrooms were not taken.  And when Vlasic took over the
   business, that principle was exactly the same way, because I
   have to base my job on that, and that is my bond.  And I have
   two suppliers, supply the mushrooms to soup plants, it is the
   same way.

   "If we can take the mushrooms, we will take them.  If not, we
   will not.  That is exactly what happened when Vlasic had the
   business.

   "Now, I can tell you what my impression might be, obviously,
   that would be going against what, what is it, VFI is now
   called, are going to say.  But my impression is they are
   trying to paint a picture, your Honor, that the business
   changed when the business went from Campbell Fresh to Vlasic
   Farms.  I can tell you categorically that was not the case.
  
   "There were problems before, and there were problems
   afterwards.  And those were there because of the nature of the
   business.  You have two businesses that are intrinsically
   against each other, if you know what I mean.  You have a
   mushroom business that is growing mushrooms all year around,
   and the soup plants are not running mushrooms all year round.  
   So obviously, there is going to be issues between the two
   parties.  And those issues were present there beforehand
   during Vlasic Food International and today with my two best
   suppliers that I have, much better than I ever have, those two
   plants have better mushrooms than I ever had, I still have
   those problems."

   According to Mr. Bravo, it was agreed that Vlasic Food
   International was going to supply Campbell Soup with 100% of
   the mushrooms.  "It didn't matter where they came from.  
   Obviously, they had to meet the specifications.  But we did
   not care where the mushrooms came from."  The mushroom supply
   agreement had annual minimums that Campbell was required to
   purchase.  Mr. Bravo relates that Campbell exceeded the annual
   minimum purchase requirements.

B. Carlos Oliva Funes

   Mr. Funes was the CEO of Swift-Armour who negotiated the beef
   supply agreement.  During the period of time that Campbell
   bought beef from Swift-Armour, the price that Campbell paid up
   to the date of the spin was always above market price.  Mr.
   Funes, in his videotaped testimony, relates that Campbell was
   willing to pay a higher price for the security to have Swift
   delivering the beef that they needed and the quality that they
   needed.

   According to Mr. Funes, there was a clause in the 1994
   contracts that permitted a negotiation for the adjustment of a
   price during the course of a year.  However, Swift-Armour and
   Campbell SUD America, which pays for the beef that would be
   supplied ultimately to Campbell Soup Company, never invoked
   the provision.

   The only time there was a price change was when Campbell
   decided to close Campbell SUD America.  The price that
   Campbell had to pay for beef was reduced.

   When it was announced that Mr. Funes would be joining the
   spinoff group, Mr. Funes saw the need for Swift-Armour to have
   a new beef supply agreement with Campbell.  "I started to talk
   with the Purchasing [Department]. . . .  We had started to
   work toward a new contract.  I was willing to have a contract
   for five years, but they told me it's impossible to have one
   for five years because of a tax problem in the spinoff.  It
   has to be for two years."

   There was a discussion regarding the contract about prices.  
   "Campbell at that moment wanted to reduce the prices to be
   more close to the market prices.  I was able to maintain the
   prices for the first year.  And we agreed for a small
   reduction for the second year.  But even though there was not
   an adjustment in the contract, but we agreed to share the
   benefit of the cost reduction.  And that was more important
   than everything because we were dealing with a new technology,
   which was going to help us a lot regarding the prices, the
   cost of the product," Mr. Funes says.

   Mr. Funes recounts that in 1996, there was a big drought in
   Argentina where there was a reduction in the livestock.  A
   year later, there were tremendous rains in Argentina, which
   had a big impact in the cattle prices and the cattle prices
   stayed very high practically for one year.  Yet, Swift did
   not request Campbell for a price increase, given the
   situation in Argentina.  "Because we knew that we were over
   market price, quite over market price," Mr. Funes admits.

   Mr. Funes also notes that market prices stayed low.  "We
   didn't see increasing prices any place."

   Swift-Armour and Campbell were supposed to negotiate for a new
   contract six months before the current contract expires.  The
   parties, however, weren't able to finalize the terms of that
   new contract.

   In January 1999, Bob Bernstock noted that Vlasic's domestic
   business "continues to be good."  Asked if he was aware of any
   urgency that Vlasic had to sell Swift, Mr. Funes said, "When I
   deal with them, I saw an urgency to sell Swift because they
   were considering that going out of there, out of business,
   that Swift was not what they would like to have in Vlasic.
   They would concentrate more in the domestic business than in
   the international business and the agribusiness and commodity
   business. . . .  [S]elling Swift will improve the value of the
   company immediately after they sell [Swift].  And I thought
   then a very important urgent -- urgency in selling [Swift]
   because of that."

   Mr. Funes was part of the group that purchased Swift from
   Vlasic.  Mr. Funes believes that Swift was worth much more if
   they wait.  "That's why I bought it.  Because I thought that
   the company was worth more and you have to wait it and
   develop, you have to do a lot of things in Swift to develop
   the business, as we did after all."

   By the spinoff, Swift had divested itself entirely of its
   ownership interest in cattle ranches.

   According to Mr. Funes, it was important for their potential
   purchase of Swift to enter into a new beef supply agreement
   with Campbell for many reasons.  "First, it was a management
   buyout.  I needed the contract to get the money for paying
   also Vlasic.  The other, I needed time to restructure the
   company in the case that in the future Campbell was not going
   to buy from Swift.  And I would say those were the main
   reasons that I needed.  The other reason is that the bank was
   asking me also for a contract from Vlasic and from Campbell."

   Under new ownership, Swift inked a new five-year contract with
   Campbell.

C. Donald Keller

   Mr. Keller was the (non-executive) Chairman of the Board of
   Vlasic Foods International.  In his videotaped testimony, Mr.
   Keller said that his initial assignment was to create the
   Board of Vlasic Foods International.  Mr. Keller notes that
   the Vlasic and Swanson brands had been wonderful franchises
   historically.  "And I knew that they had not been attended to,
   that they had not been supported for a period of time.  I knew
   that they were declining both in revenues and earnings.  But I
   felt that there was still substantial brand strength in those
   businesses."

   Mr. Keller believed that there would be an opportunity outside
   of the Campbell Soup Company to grow those brands.  "[T]here
   was still a strong residue of brand strength, and that if
   properly advertised, promoted, and with the right kind of
   product development, both the quality of the existing products
   and the development of new products, that that combination
   could produce growth over time."

   According to Mr. Keller, the Board of Directors is tasked
   with:

      -- selection, motivation and evaluation of the CEO;
      -- Company and Board organization;
      -- staffing and succession planning;
      -- compensation;
      -- long-range goals and strategies;
      -- business reviews, financial performance and reporting;
      -- investment or disinvestment; and
      -- optimizing the shareholder wealth.

   "[M]y job as Chairman was to identify options -- part of my
   job was to say, we're going -- look.  We're going in
   Direction A, which is to grow the business.  Have we thought
   about being more oriented towards cash generation?  Is this a
   good thing to do?  I wasn't saying that it was.  In the end, I
   don't think it would have made any difference.  I don't
   believe that we could have paid off the debt if we had six
   people in an office and no overheads.  I don't think it would
   have worked.  And we moved that we couldn't make it work,
   trying to grow the business.  But in the end, I don't think it
   would have -- it would have made a difference.  There wasn't
   enough money to be saved running it on a lean and mean
   strategy to service the debt . . . there was sure as hell
   wasn't $500 million worth of savings around."

D. Peter Menikoff

   Mr. Menikoff was the Chief Financial Officer at Vlasic who
   succeeded Mitch Goldstein in February 2000.  In his videotaped
   testimony, Mr. Menikoff commented on the open chargeback issue
   at VFI.  According to Mr. Menikoff, VFI took a $15 million
   charge for opening chargebacks after his arrival.  "There was
   an accumulation of open chargebacks that occurred prior to my
   arrival."  After getting the details of the open chargebacks,
   Mr. Menikoff says, he, Joe Adler and other people came to the
   conclusion that a lot of the open chargebacks were very old
   and that management time and employee time involved in trying
   to put them in the right promotional buckets and everything
   else just wasn't worth it.  "[W]e decided to make a
   recommendation to write off a lot of those charges."

E. Jim Clifton

   Mr. Clifton was in the Controller's Group for Vlasic.  In his
   videotaped testimony, Mr. Clifton discussed how he gathered
   information to provide a quick snapshot of the operating
   division results that made up Specialty Foods Division.  
   (Vlasic Foods Bankruptcy News, Issue No. 48; Bankruptcy
   Creditors' Service, Inc., 215/945-7000)


W.R. GRACE: Asks Court to Approve IRS Settlement Agreement
----------------------------------------------------------
W.R. Grace & Co., and its debtor-affiliates and subsidiaries seek
the permission of the U.S. Bankruptcy Court for the District of
Delaware to:

    (a) settle a federal income tax controversy with the Internal
        Revenue Service relating to interest deductions claimed by
        the Debtors with respect to corporate-owned life insurance
        currently insured by Hartford Life Insurance Company;

    (b) pay the IRS and the state tax authorities additional taxes
        and interest attributable to the settlement; and

    (c) terminate the Hartford-insured COLI policies.

                          The COLI Dispute

Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub, P.C. in Wilmington, Delaware, relates that in 1988
and 1990, W.R. Grace & Co. purchased the COLI Policies from Mutual
Benefit Life Insurance Company insuring 10,000 employees and
former employees.  MBL's COLI business, including Grace's COLI
Policies, was subsequently acquired by Hartford.  Grace was one of
many Fortune 500 companies that acquired broad-based COLI programs
created by the insurance industry in the mid-1980s primarily as a
vehicle to fund long-term employee post-retirement health
obligations.  The Debtors continue to be the owner and beneficiary
of the COLI Policies.

Grace has paid in full all premiums for its COLI Policies
utilizing, in part, loans secured by the COLI Policies.  As of
June 30, 2004, the gross value of the COLI Policies was
approximately $366.7 million, which secured Policy Loan balances
of approximately $352.4 million.  Interest on the Policy Loan
balances is calculated annually based on a Moody's Corporate Bonus
Index.

Commencing with the taxable year ending on December 31, 1989,
through the taxable year ending December 31, 1998, Grace claimed
on its federal consolidated income tax returns for each of those
years deductions of the interest accruing on the Policy Loans,
which totaled approximately $252.4 million for all of the taxable
years at issue.  Grace did not claim any COLI interest deductions
for any taxable years commencing after December 31, 1998, because
federal legislation enacted in 1996 prohibited those deductions.

Since the mid-1990s, the IRS has challenged the right of taxpayers
to claim interest deductions on loans secured by COLI Policies.  
In 1997, the IRS disallowed the COLI Interest Deductions --
approximately $81.5 million -- claimed during the 1990-1992
taxable years.  This resulted in an assessment of approximately
$21.2 million in tax and interest.  Grace paid that amount to the
IRS in July 2000 and subsequently filed a refund claim for the
amount paid.

In July 2002, the IRS challenged approximately $116.5 million of
COLI Interest Deductions claimed with respect to the 1993-1996
taxable years.  Grace both protested this issue and requested that
the IRS Office of Appeals consider the COLI Interest Deductions
issue in its entirety for the taxable years 1989-1998 for possible
settlement alternatives.  The IRS Office of Appeals granted
Grace's request.

                      Settlement Negotiations

In 2002, the Debtors sought and obtained the Court's permission to
pursue settlement of the COLI tax controversy along general
guidelines issued by the IRS, providing that the government
concede 20% of the aggregate COLI Interest Deductions, and the
Debtors concede 80% of the aggregate COLI Interest deductions.

           Consistency with the 80/20 Settlement Proposal

The terms of the proposed settlement relating to COLI Interest
Deductions are consistent with the 80/20 Settlement Proposal and
are set forth in a Model Closing Agreement.  Specifically, the
Debtors are permitted:

    (a) approximately $42.2 million, or 20%, of the approximately
        $211.2 million in COLI Interest Deductions claimed from
        1989 through 1996; and

    (b) 20% of the COLI Interest Deductions claimed in 1997 and
        1998.

The Model Closing Agreement does not specify the exact amount of
COLI Interest Deductions permitted for the 1997 and 1998 tax years
because the IRS has not yet completed its audit of the
Debtors' income tax returns for these tax years.  However, the
Debtors claimed a total of approximately $41 million in COLI
Interest Deductions in the 1997 and 1998 tax years.

                    Additional Settlement Terms

As part of the proposed COLI Settlement, the Debtors also agreed
to allocate a portion of the permitted COLI Interest Deductions
against their foreign source income for purposes of determining
the availability of foreign tax credits in each of the tax years
at issue.

Ms. Jones explains that as a general rule, taxpayers are typically
required to allocate a portion of their overall U.S. interest
expense against foreign source income based on a ratio of foreign
to worldwide assets as set forth in Treasury Regulations.  This
effectively decreases the amount of foreign tax credits that
taxpayers may apply to reduce U.S. taxes on foreign source income.  
Treasury Regulations provide a limited exemption from the
allocation rules for interest incurred on funds borrowed in
connection with an "integrated financial transaction," as defined
under Treasury Regulations.

Under the terms of the COLI Settlement, the Debtors would concede
that the COLI Interest Deductions do not qualify for this or any
other exemption from the interest allocation rules. Consequently,
the Debtors' utilization of foreign tax credits would be further
restricted as a result of the COLI Settlement.

An estimate of the tax impact of the COLI Settlement, including
foreign tax credit restrictions shows:

______________________________________________________________
|                                                              |
|  Comparison of Current Estimated Exposure to Income Tax and  |
|    Interest with and Without the 80/20 Settlement Proposal   |
|______________________________________________________________|
|                                          |                   |
|   ($ Millions)       Without Settlement  |  With Settlement  |
|                      (Assumes loss of    |                   |
|                       all COLI Interest  |                   |
|                       Deductions)        |                   |
|__________________________________________|___________________|
|                                          |                   |
| Federal Income Tax        66.6           |       53.5        |
|                                          |                   |
| Interest                  44.0           |       30.2        |
|__________________________________________|___________________|
|                                          |                   |
| Total                    110.6           |       83.7        |
|                                          |                   |
| Tax Payments ('90-'92)   (21.2)          |      (21.2)       |
|                                          |                   |
| Tax Payments ('93-'96)   (43.2)          |      (43.2)       |
|__________________________________________|___________________|
|                                          |                   |
| Est. Federal Income                      |                   |
| Tax & Interest Owed       46.2           |       19.3        |
|                                          |                   |
| Est. State Income                        |                   |
| Tax Interest Owed          9.6           |        7.8        |
|__________________________________________|___________________|
|                                          |                   |
| Estimated Total Taxes                    |                   |
| and Interest              55.8           |       27.1        |
|__________________________________________|___________________|

Although the Model Closing Agreement is currently in draft form,
the terms of the COLI Settlement are not anticipated to change.
The only substantive revisions anticipated to the Model Closing
Agreement are to the bracketed information describing the COLI
termination provisions.

                 Settlement Clears Joint Committee

The IRS Submitted the Model Closing Agreement to the Joint
Committee on Taxation for final review and approval.  By letter
dated April 26, 2004, the IRS notified the Debtors that the Joint
Committee had no objection to the document.  Consequently, the
parties are prepared to finalize the COLI termination provisions
in the Model Closing Agreement and execute a final closing
agreement after obtaining the Court's approval.

          Payment of Taxes Under the Settlement Agreement

Once the Final Closing Agreement is executed, the IRS has the
right to either:

     (i) promptly demand payment from the Debtors for COLI Related
         Taxes pertaining to the 1993-1996 audit period; or

    (ii) refrain from demanding payment until all tax issues
         relevant to the 1993-1996 tax period have been resolved.

The Debtors estimate that the impact of COLI Related Taxes for
1993-1996 tax period would be approximately $42.6 million,
including accrued interest through 2004.  The Debtors have already
prepaid approximately $43.2 million in taxes for the 1993-1996 tax
years.  Therefore, the prepaid amounts should be sufficient to
offset all additional Federal COLI Related Taxes for the 1993-1996
period.

Ms. Jones informs the Court that Grace is currently working with
the IRS Examination Team to conclude its 1993-1996 federal income
tax audit.  It is anticipated that the Examination Team's review
will conclude by the Fall of 2004, with any remaining issues
subject to review by IRS Office of Appeals.  The number of non-
COLI issues to be submitted and reviewed by the IRS Office of
Appeals and the time period for review cannot be determined at
this time.  The Debtors anticipate that the COLI Settlement will
be executed prior to the settlement of the overall 1993-1996
federal income tax audit and that the entire $43.2 million income
tax prepayment will be credited against COLI Related Taxes, but
there can be no assurance that the tax prepayments will not be
applied by the IRS to other tax liabilities arising from other
Final Determinations in the 1993-1996 federal income tax audit.

The IRS is currently conducting federal income tax audits of all
remaining tax years in which there is exposure for COLI Related
Taxes.  The Debtors cannot at this time predict when the IRS
audits will conclude and, therefore, the Debtors cannot estimate
when the remaining COLI Related Taxes will be due.

With respect to state taxes, the Debtors estimate that
approximately $4.7 million of taxes and interest will be due and
owing to various state tax authorities at the execution of the
Final Closing Agreement.  This amount represents COLI Related
Taxes with respect to the 1990-1992 tax years.  The remaining
estimated $3.1 million of taxes and interest is expected to become
due on the completion of the Federal Tax audit for the 1993-1996
tax period.  Additional state taxes attributable to the 1997 and
1998 tax periods are expected to be sheltered by state tax NOLs.

           Fresenius and Sealed Air -- Several Liability

Treasury regulations permit the IRS to seek payment of federal
income tax and interest owed by a consolidated group from any
entity that joined in the filing of a consolidated return for the
taxable year at issue.  The IRS may seek payment of a substantial
portion of the Taxes from Fresenius National Medical Care
Holdings, Inc., and Sealed Air Corporation, which are currently
unrelated entities but were members of the Debtors' consolidated
group for federal income tax purposes during many of the taxable
years at issue.  Similar rules apply in many states.  Fresenius
was a member for the 1988 taxable year through September 28, 1996.  
Sealed Air was a member from the 1988 taxable year through
March 31, 1998.

Sealed Air has reviewed the terms of the Model Closing Agreement
and is prepared to execute a final document after obtaining the
Court's authority.  Fresenius has also reviewed the Model Closing
Agreement and will execute a final document, provided that the
Debtors comply with the terms of the Settlement Agreement and
Release of Claims dated February 6, 2003.

                      The Fresenius Agreement

Under the Fresenius Agreement, the Debtors are required to seek
the Court's permission to pay substantially all of the COLI
Related Taxes when due.

Subject to certain preconditions, Fresenius agreed to pay, within
five business days after the Settlement effective date,
$115 million as directed by the Court for the benefit of the
Debtors' Estates.  The Settlement Effective Date is the later of:

    (a) the effective date of the Debtors' reorganization plan; or

    (b) the satisfaction or waiver of all preconditions to the
        Fresenius Payment.

One precondition to the Fresenius Payment is that the Fresenius
Group be released from all Grace-Related Claims, including all
indemnified taxes.  Indemnified Taxes include all taxes of the
Debtors with respect to any tax period ending on or before
December 31, 1996.

Substantially all of the COLI Related Taxes at issue qualify as
Indemnified Taxes under the Fresenius Agreement.  In addition to
COLI Related Taxes attributable to periods prior to Dec. 31, 1996,
Indemnified Taxes also include COLI Related Taxes attributable to
approximately $22.5 million in COLI Interest Deductions claimed in
1997, by virtue of a carry-back refund claim from the 1997 tax
year to the 1998 and subsequent tax years.  Since the Debtors have
already received the tax refund, adjustments to the NOL carry-back
will technically result in an underpayment of taxes for periods
prior to December 31, 1996, when Fresenius was the parent of the
W.R. Grace & Co. Consolidated Tax Group.  Therefore, the
corresponding tax liability is within the definition of
Indemnified Taxes.  The only portion of COLI Related Taxes not
qualifying as Indemnified Taxes are those taxes attributable to
the 1998 full tax year.  The Debtors claimed approximately
$18.5 million in COLI Interest Deductions in 1998 and anticipate a
corresponding cash tax liability of approximately $3 million, plus
accrued interest.

The Fresenius Agreement gives Grace-Conn. the sole authority to
act with respect to Indemnified Taxes.  However, under the
Fresenius Agreement, none of the Debtors may voluntarily agree to
the payment, assessment or other resolution of any Indemnified
Taxes prior to the Settlement Effective Date, unless:

    * the Debtors have obtained the Court's authority to pay in
      full any Indemnified Taxes when due pursuant to a Final
      Determination; or

    * Fresenius has consented in writing to the agreement by the
      Debtors.

Furthermore, pursuant to Judge Wolin's order approving the
Fresenius Agreement, the Debtors are authorized to make any
payment of Indemnified Taxes in connection with any settlement of
these taxes.

In compliance with the terms of the Fresenius Agreement, the
Debtors seek the Court's authority to pay COLI Related Taxes
qualifying as Indemnified Taxes when due.

                  Termination of the COLI Policies

The Debtors and the IRS have reached a tentative agreement to
terminate the COLI Policies that is consistent with the terms of
the 80/20 Settlement Proposal.

In recognition of the Debtors' concession of 80% of the COLI
Interest Deductions, the IRS is willing to exempt the Debtors from
80% of the gain that is typically recognized by taxpayers at the
termination of the COLI Policies, provided that this termination
occurs in the context of a COLI Settlement Agreement.  Generally,
when a taxpayer terminates a life insurance policy, any gain will
be taxed on only 20% of the gain realized on termination.  
Associated dividends will continue to be fully taxed.

Hartford has provided the Debtors with an estimate of the cash and
tax consequences if the COLI Policies had terminated on
June 30, 2004.

The Debtors would have received a cash payment of approximately
$22.3 million and would have been required to include
approximately $56.6 million in taxable income in the year of
termination.  Pursuant to the proposed COLI Settlement terms, the
Debtors would be entitled to an exemption from taxable income of
approximately $194.4 million in termination gain.

   ____________________________________________________________
  |                                                            |
  |      Consequences of a Termination as of June 30, 2004     |
  |____________________________________________________________|
  |                                            |               |
  |                       ($ Millions)         |               |
  |____________________________________________|_______________|
  |                                            |               |
  |   Cash                                     |               |
  |                                            |               |
  |   Total COLI Policy Value                  |       366.7   |
  |   Total Loan Balances                      |      (352.4)  |
  |                                            |      ------   |
  |   Remaining Policy Value                   |        14.3   |
  |   Dividends/Reserves                       |         8.0   |
  |                                            |      ------   |
  |   Cash Payout on Termination               |        22.3   |
  |                                            |      ======   |
  |                                            |               |
  |   Tax Consequences                         |               |
  |                                            |               |
  |   Termination Gain Realized                |       243.0   |
  |   Settlement Exemption from Taxable Income |      (194.4)  |
  |                                            |      ------   |
  |   Termination Gain Taxable Income          |        48.6   |
  |   Dividends/Reserves                       |         8.0   |
  |                                            |      ------   |
  |   Total Increase in Taxable Income         |        56.6   |
  |                                            |      ======   |
  |____________________________________________|_______________|

                Additional Rationale for Termination

Hartford has provided the Debtors with an actuarial estimate of
projected death benefits and cash flow with respect to the COLI
Policies.  As of June 30, 2004, the COLI Policies represent
"insurance-in-force" of approximately $2,004.3 million in tax-
free death benefits and projected cumulative death benefits
totaling $1,505 million over an approximate 65-year period.
Although actual experience has and may continue to vary, Hartford
forecasts that annual net cash flow derived from the COLI
Policies, after factoring in death benefit loan principal
repayment and interest payments will be negative until 2020.  The
Debtors have explored with Hartford various alternatives to
improve upfront cash flows, but this would likely result in a
substantial reduction of insurance in force.

COLI has also been the focus of legislative proposals, media
attention and policy discussions concerning the tax treatment of
both death benefits received from COLI Policies and the
appreciation in policy value.  Under current law, death benefits
are not subject to tax on receipt and the appreciation in policy
value is generally not subject to tax unless a taxpayer terminates
its COLI Policies.  However, recent federal legislative proposals
would require current taxation of death benefits, taxation of the
appreciation in value of COLI Policies and certain notification
requirements.  Although many of the current legislative proposals
would apply prospectively, there is no assurance that final
legislation will adopt a prospective approach.  Moreover, as with
its challenges to COLI interest deductions, there is no assurance
that the IRS might not attempt to apply the principles of the
legislation retroactively to challenge the tax-free nature of
death benefits derived from broad-based COLI Policies.

              Procedural Issues Regarding Termination

Assuming that the Debtors terminate the COLI Policies, these
information must be included in the Final Closing Agreement
entered into with the IRS:

    (i) the projected COLI Policy termination date;

   (ii) the anticipated cash payout on termination; and

  (iii) the projected termination taxable gain in total and after
        applying the 80% exemption.

Furthermore, the termination of the COLI Policies must take place
on the same day, immediately before the Final Closing Agreement is
executed.

                 COLI Settlement Should be Approved

Although the Debtors continue to believe in the merits of their
case regarding the COLI tax controversy, they recognize that there
were substantial hazards of litigation given that the IRS has
successfully challenged interest deductions claimed by the other
corporations with respect to broad-based COLI policies in a
preponderance of court decisions regarding this matter.

Consistent with many other taxpayers and to avoid the high cost of
litigation, the Debtors believe that acceptance of the Government
settlement guidelines is the most prudent course of action.

Ms. Jones maintains that if the Debtors do not accept the COLI
Settlement, choose to litigate the controversy, and do not prevail
in the litigation, the amount of the federal income tax they owed
for the taxable years at issue could exceed the settlement offer
by as much as $29 million.  In addition, the IRS would likely seek
to impose penalties and the anticipated attorney litigation fees
would be substantial.

Moreover, the COLI Policies will not produce a positive cash flow
on an annual basis in the near future, and there is continuing
controversy surrounding the tax treatment of COLI proceeds and the
ultimate beneficiaries of these proceeds.


Headquartered in Columbia, Maryland, W.R. Grace & Co., --
http://www.grace.com/-- supplies catalysts and silica products,  
especially construction chemicals and building materials, and
container products globally.

The Debtors filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No: 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis and Laura Davis Jones, Esq., at Pachulski, Stang,
Ziehl et al. represent the Debtors in their restructuring efforts.
(W.R. Grace Bankruptcy News, Issue No. 71; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


WEIRTON STEEL: Wants Court to Approve Schindler Claim Settlement
----------------------------------------------------------------
The Weirton Steel Corporation Liquidating Trustee asks the U.S.
Bankruptcy Court for the Northern District of West Virginia to
approve a compromise and settlement with Schindler Elevator
Corporation.

Prior to the Petition Date, Schindler and its predecessor-in-
interest, Millar Elevator Company, performed comprehensive
elevator maintenance and repair work in Weirton's industrial
manufacturing facility, pursuant to Purchase Order Nos. WS1P96706
and WSOP78498.

On June 23, 2003, Schindler filed a notice of mechanic's lien
against Weirton in the office of the County Clerk of Hancock
County in West Virginia, for $293,182, which was allegedly owed
by Weirton to Schindler under the Purchase Orders.  Schindler
filed a proof of claim relating to the Mechanic's Lien on
Sept. 9, 2003.

Weirton and the Trustee disputed the amount of the claim.
Subsequently, Weirton filed a complaint for Declaratory Judgment
against Schindler.  In its Complaint, Weirton sought a
determination that the Mechanic's Lien is invalid as a matter of
law.

Schindler asserted a counterclaim to the Complaint and contended
that:

    -- the Mechanic's Lien is enforceable as a matter of law;

    -- Weirton breached its contractual obligations; and

    -- the waiver of Mechanic's Lien provisions in the Purchase
       Orders violates public policy.

To resolve their disputes relating to the Mechanic's Lien, the
Proof of Claim, the Adversary Proceeding, and the Counterclaim,
the Trustee and Schindler agree that:

    (a) the Mechanic's Lien Claim will be fixed and allowed
        against Weirton for $167,029 and will be paid as a Class 1
        claim in accordance with the Confirmed Plan.  The Trustee
        will pay Schindler's claim without further delay;

    (b) Schindler forever releases and discharges Weirton and the
        Trustee from any and all claims; and

    (c) Weirton will cause the Complaint for Declaratory Judgment
        to be dismissed in accordance with Rule 7041 of the
        Federal Rules of Bankruptcy Procedure.

Mark E. Freedlander, Esq., at McGuireWoods, LLP, in Pittsburgh,
Pennsylvania, contends that approval of the settlement will:

      -- avoid the costs, risks, delay and uncertainty associated
         with the prosecution and defense of the dispute;

      -- maintain and preserve the assets to be distributed under
         the Confirmed Plan; and

      -- expedite the distribution process, preserve the Trustee's
         assets and resources and best serve the interests of
         Weirton's creditors.

Headquartered in Weirton, West Virginia, Weirton Steel Corporation
was a major integrated producer of flat rolled carbon steel with
principal product lines consisting of tin mill products and sheet
products.  The company was the second largest domestic producer of
tin mill products with approximately 25% of the domestic market
share.

The Company filed for chapter 11 protection on May 19, 2003
(Bankr. N.D. W. Va. Case No. 03-01802). Judge L. Edward Friend, II
administers the Debtors cases.  Robert G. Sable, Esq., Mark E.
Freedlander, Esq., David I. Swan, Esq., James H. Joseph, Esq., at
McGuireWoods LLP represent the Debtors in their liquidation.
Weirton sold substantially all of its assets to Wilbur Ross'
International Steel Group. (Weirton Bankruptcy News, Issue No. 36;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


WICKES INC: Needs Access to $27 Million of Noteholders' Collateral
------------------------------------------------------------------
Wickes Inc. and its debtor-affiliate ask the U.S. Bankruptcy Court
for the Northern District of Illinois, Eastern Division, for
authority to use their Noteholders' cash collateral to avoid the
possible liquidation of their estates.

The Debtors issued Notes due on July 29, 2005, under which the
Bank of New York serves as the successor indenture trustee to
HSBC. The notes amounted to approximately $36.6 million.  The debt
was originally secured by liens on all of the Debtors equipment,
machinery and real estate with an annual 11% interest rate.

On July 22, 2004, the Debtors completed the sale of some of their
various assets.  From the sale proceeds, Wickes' secured lenders
were paid in full.  The Noteholders claimed that all remaining
sale proceeds and cash proceeds from any of the other pledged
assets constitute cash collateral.

The Official Committee of Unsecured Creditors disputes the claim
that the cash proceeds constitute cash collateral securing
repayment of the 2005 Notes.  To date, the Debtors have not yet
taken a position on the topic.

The Noteholders say that the sale proceeds were intended to fund
the 2005 Notes but, due to administrative expenses, the Debtors
used a portion of the money.  As a result, lawyers for the
Noteholders, the Debtors and the Committee met to discuss the
funding of the 2005 account as well as the claim that cash
proceeds are the cash collateral of the Noteholders.  The Debtors
deposited $27 million into a segregated account for the 2005
Noteholders.  The Noteholders are owed about $39 million.

If the Noteholders are right, the Debtors need Court authority to
use the alleged cash collateral that would have otherwise been
deposited into the 2005 account.  The Debtors urge the Court to
issue an interim order allowing use of the alleged cash
collateral, stressing that an interim order will allow the company
to complete the administration and liquidation of their assets in
a manner that maximizes the return to the creditors of these
estates.

To adequately protect the interests of the 2005 Noteholders, the
Debtors propose honor the Swap Debt Agreement crafted earlier in
the course of their chapter 11 cases.

Headquartered in Vernon Hills, Illinois, Wickes Inc.
-- http://www.wickes.com/-- is a retailer and manufacturer of  
building materials, catering to residential and commercial
building professionals, repairs and remodeling contractors and
project do-it-yourself consumers.  Wickes Inc. filed for chapter
11 protection on January 20, 2004 (Bankr. N.D. Ill. Case No.
04-02221).  Richard M. Bendix Jr., Esq., at Schwartz Cooper
Greenberger & Krauss represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $155,453,000 in total assets and $168,199,000
in total debts.


WORLDCOM INC: Asks Court to Disallow Media Vendor Claims
--------------------------------------------------------
Prior to the Petition Date, the WorldCom, Inc. entered into
agreements with:

   (1) Messner Veter Berger McNamee Schmetterer/Euro RSCG, Inc.,
       where Messner agreed to provide the Debtors with certain
       advertising, marketing, communications and other services.

   (2) Media Planning, LLC, where Media Planning agreed to
       provide the Debtors with services like purchasing media,
       providing media schedules, conducting media research and
       verifying vendor invoices.

Under the Agreements, Messner and Media Planning purchased
services from various media providers on the Debtors' behalf.
Both Messner and Media Planning filed proofs of claim, which
included the amounts claimed to be due and owing to the Media
Vendors.

On July 31, 2003, the Debtors, Messner and Media Planning agreed
to settle all amounts claimed to be due and owing to Messner and
Media Planning under the Agreements.  The Settlement Agreement
provides that the Debtors will:

   -- not reject either the Messner or the Media Planning
      Agreements; and

   -- pay $14,251,683 net sum, as settlement of the outstanding
      balance owed under the Messner and Media Planning
      Agreements.

The Settlement Amount was intended to cover the amounts claimed to
be due and owing to the Media Vendors.

Mark G. Ledwin, Esq., at Wilson, Elser, Moskowitz, Edelman &
Dicker, LLP, in White Plains, New York, tells the United States
Bankruptcy Court for the Southern District of New York that
certain of the Media Vendors filed duplicative individual proofs
of claim based on goods and services provided to the Debtors under
the Messner and Media Planning Agreements.

The Debtors reviewed 127 Media Vendor Claims.  The Debtors ask the
Court to disallow and expunge the Claims in their entirety.

Mr. Ledwin argues that:

   (a) the Debtors have no liability for the Media Vendor Claims
       and that the Debtors' records reflect that they do not owe
       the Media Vendors any money; and

   (b) by virtue of the Settlement Agreement, all Media Vendor
       Claims have been resolved and paid, and the Debtors have
       been released and discharged.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.

WorldCom 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)


* Ropes & Gray Welcomes Glenn Krinsky in West Coast Firm
--------------------------------------------------------
Glenn Krinsky, former Chief Legal Officer and Executive Vice
President of City of Hope in Duarte, California, joined Ropes &
Gray as counsel. He will be based on the West Coast and will add
to the national health care practice at Ropes & Gray.  Glenn will
focus on the representation of academic medical centers and other
health care providers.

"Our firm's growth strategy has focused on leveraging core
capabilities in markets beyond Boston," said John O. Chesley, a
member of the Health Care Group with additional duties as Partner-
in-Charge of the San Francisco office.  "The San Francisco office
grew from our prominence in counseling academic medical centers,
and health care remains a big part of our West Coast practice.
Glenn will be a great asset to us in that regard.  As a former
general counsel of a major medical center and biomedical research
institution with a wide range of responsibilities, he understands
the issues our clients face. We look forward to his perspective."

During his tenure at City of Hope, Glenn served as a member of the
Executive Committee and grew the legal department to include an
in-house staff of seven, supervising more than 20 outside law
firms. His areas of responsibility for the preeminent biomedical
research institute and NCI-designated Comprehensive Cancer Center
included all health care law issues, which incorporate supervising
concerning litigation, managing labor and employment issues,
patent and trademark portfolio management, oversight of bond
financings, tax, real estate transactions, and crisis management.
In addition, he supervised City of Hope's federal lobbying
activities.

Prior to City of Hope, Glenn spent twelve years in private
practice in both Los Angeles and Washington, D.C., focusing his
efforts on the representation of major charities and other tax-
exempt organizations.  A member of the California bar, he
graduated summa cum laude from the University of California, Los
Angeles (UCLA) in 1980 and received his J.D., Order of the Coif,
from UCLA in 1983.

He has been an Adjunct Professor of Law at the University of
Southern California, and Loyola University School of Law.

Ropes & Gray's Health Care Group, one of the firm's core
practices, is highly regarded nationally and has provided
strategic counsel to industry leaders since the 1970s.
Approximately 50 lawyers represent academic medical centers,
multiprovider networks, community hospitals, physician
organizations, managed care organizations, government agencies,
and a variety of nonprofit specialty providers. The group assists
with transactional business such as mergers, acquisitions, and
disaffiliations, and has deep experience in regulatory affairs and
compliance matters at state and federal levels.

Ropes & Gray LLP provides comprehensive legal services to leading
businesses and individuals around the world from offices in
Boston, New York, San Francisco, and Washington, D.C. Clients
benefit from expertise combined with unwavering standards for
integrity, service, and responsiveness.  With offices in
preeminent centers of finance, technology and government, the firm
ideally positioned to address today's most pressing legal and
business issues.  Practice areas include antitrust, corporate,
bankruptcy and business restructuring, employee benefits,
environmental, health care, intellectual property and technology,
international, labor and employment, life sciences, litigation,
private client services, real estate and tax.  For further
information, visit http://www.ropesgray.com/


* BOOK REVIEW: Some Famous Medical Trials
-----------------------------------------
Author:     Leonard A. Parry
Publisher:  Beard Books
Hardcover:  326 pages
List Price: $45

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/067803754X/internetbankrupt

Leonard Parry, an English physician and Fellow of the Royal
College of Surgeons, recreates thirty-two English cases involving
medical issues or physicians from 1615 to 1924.  Although the
earlier ones involved medical issues, they cannot be called
strictly medical cases because at the time there was no such legal
principle as a medical expert.  Until about the middle of the
eighteenth century, murder cases and those involving intentional
injury caused by doctors were based on witnesses, documents,
circumstantial evidence, and confessions, often given under
torture or the threat of it, rather than medical expert testimony
or opinions.  The reasons for this are the relatively elementary
stage of science, including medical science, and along with this,
the fact that "in the seventeenth century the doctor was not so
clearly differentiated from the laity as he is now."  In cases of
poisoning in the 1600s, alchemists rather than doctors were looked
to to describe the symptoms from certain kinds of poisons.  The
first trial Parry could find where a medical professional was
called to prove the cause of death was in 1752.  In England the
first General Medical Council to regulate medical education and
qualification was not formed until the latter 1800s; and the
Medical Act explicitly distinguishing physicians from lay persons
and laying down uniform standards and practices was not passed
until 1858.  A few of the cases Parry treats were for treason or
libel against a doctor.  But the large majority, and the most
interesting, are the cases of murder, attempted murder, or
intentional injury by doctors.

Parry's work as an author is mostly the work of research,
meticulous research.  He does not moralize about the cases, no
matter how manifestly depraved the physician-murderer; nor does he
question the evidence, evaluate the conduct or skills of
prosecutors or defense attorneys, or take a position on the
outcome of the cases.  In some of the cases, the accused were
acquitted. Parry's predominant interest is the fascinating medical
and scientific facts of the cases and the methods of the accused
doctors. Parry got his material from the original sources of court
documents, historical records, and news accounts.  Secondarily to
the facts and methods which are his main concern, Parry includes
interesting and notable legal, historical, cultural, and
scientific anecdotes about the intersection of medicine and
criminal law.  Parry's faithfulness to material found in the
original documents does not make for a pedestrian record of
notable medical cases.  The author's own curiosity in medicine and
the diabolical workings of human nature along with his
intellectual interest in the specific topic of medical crimes
leads to a style that is as colorful as it is factual and
informative.

As you'd expect, most of the cases of murders by doctors involve
poison.  One of these which stands out in the author's gallery of
depraved physicians is Dr. Neil Cream, "Wholesale Poisoner."  "The
series of callous, cold-blooded murders committed by Dr. Thomas
Neil Cream are as remarkable and unique as any recorded." He
likely would have remained undetected except for a coincidence
made possible by his own inexplicable behavior no doubt caused by
his guilty conscience.  Having poisoned two young woman he had
brief relations with with strychnine, this Dr. Cream wrote a
letter to the father of a medical student in the same rooming
house where he lived saying he had evidence the son committed the
murder.  Signing his name "W. H. Murray," Cream said he would
destroy the evidence if the father paid him fifteen hundred
pounds.  The father sent the letter to the son in the belief it
was from an insane person.  The son turned it over to Scotland
Yard.

About this time, Cream reported to Scotland Yard that he thought
he was being followed and was worried.  Ordinarily, Scotland Yard
ignored such reports it received so many.  But something about
Cream prompted the Yard to follow up on his.  It happened that a
constable who had been on patrol in the neighborhood where the two
woman were murdered recognized Cream as the man whom he had seen
leaving the house where one of the murders had taken place on the
day of the murder.  Cream was caught in the web of evidence coming
unbidden to Scotland Yard from him.  The decisive clue in finding
him guilty with a sentence of hanging was the letter he had
written using a false name in which he said the girls by been
murdered by strychnine.  No one but the murderer would have known
that this was the cause of death since the official cause had been
given as alcoholism, and the girls had been buried.  Upon
exhumation, medical examination revealed strychnine in the
women's' bodies.  Further investigation turned up two more murders
in the U. S. during a visit by Cream, who had told someone that he
"used strychnine in connection with the prevention of childbirth"
of the woman he had had relations with, leaving the impression it
was used in an abortion when in fact childbirth had been prevented
by the murder of the woman.

Parry similarly goes into the background of each of the cases in a
way combining the engaging, entertaining styles of Sherlock Holmes
and Perry Mason mysteries.  There's "The Murder of Doctor by
Doctor"; "Dr. Smethurst's Lucky Escape"; "The Resurrection Man";
and "The Brighton Murder," to name only a few.  The tales are
about the length of short stories.  In this relatively short
space, Parry brings the central characters alive with succinct
psychological profiles, descriptions of the events of the
respective crimes, and explanations of the perspectives, evidence,
and tactics of prosecutors and defendants in the trials.

For readers looking for more than colorful, intriguing mysteries
with distinctive main characters who are physicians, the tales
include medical facts concerning poisons, legal practices of the
various times, matters of forensic science, and where applicable,
points on a case's significance in the history of the intersection
of medicine and law, as in the "First Case of Murder by Morphia."
For its engaging style and its plentiful factual material, Parry's
"Some Famous Medical Trials" is appealing to a wide field of
readers.


                           *********

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

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

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

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

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

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

                            *********

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

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

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

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

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for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
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