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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

         Tuesday, October 19, 2004, Vol. 8, No. 227   

                          Headlines

ADVANCED MICRO: Fitch Rates Planned Sr. Unsec. Debt Offering 'B-'
ADVERTISING DIRECTORY: Moody's Assigns B2 & Caa1 Ratings
AIR CANADA: Expects $235 Mil. Operating Income for 2004 3rd Qtr.
AMC ENTERTAINMENT: Launches 8% Senior Subordinated Debt Offering
ANC RENTAL: Aramark Doesn't Want $590,984 Claim Reduced

AQUILA INC: S&P Assigns 'B-' Rating to $220M Sr. Unsec. Facility
ARCH COAL: Expected Negative Cash Flow Cues Moody's to Cut Ratings
ARCTIC EXPRESS: Ballots & Plan Objections Must be in by Thursday
ATX COMMS: Creditors Committee Wants to Terminate Exclusivity
BETHLEHEM STEEL: Court Approves Williams' Settlement Agreement

BMC INDUSTRIES: Has Until Oct. 31 to Make Lease-Related Decisions
BICO INC: Court Confirms Chapter 11 Plan of Reorganization
BUCYRUS INT'L: Reports Financials for Period Ended Sept. 30, 2004
BURLINGTON IND: Court Approves Modification of Trust Agreement
CATHOLIC CHURCH: Tucson Wants to Continue Using Existing Biz Forms

CENTENNIAL COMMS: Gets S&P's Positive Outlook on B- Credit Rating
COLLIER COUNTY: Case Summary & 20 Largest Unsecured Creditors
COWEY BROS. MOTORS: Voluntary Chapter 11 Case Summary
CRIIMI MAE: S&P Puts Low-B Ratings on Three Certificate Classes
DALEEN TECH: Stockholders Approve Merger Plan & Share Exchange

DAVIS PRESERVATION: Secured Creditors Get Okay to Auction Assets
DIGITALNET INC: Extends Cash Tender Offer for Sr. Debt to Oct. 25
EAGLEPICHER HOLDINGS: Shows $96.5MM Aug. 31 Stockholders' Deficit
ENRON: Judge Gonzalez Allows IBM Claim for $30 Million
ENRON CORP: Court Approves Constellation Settlement Pact

FLINTKOTE COMPANY: Wants Exclusivity Extended through Dec. 23
FOSTER WHEELER: Issues Class B Warrants
GADZOOKS INC: Inks Pact with Investment Funds to Finance Emergence
GALEY & LORD: Committee Hires Kilpatrick Stockton as Counsel
GERDAU AMERISTEEL: Sells Common Shares at $4.70 Per Share

GROUPE BOCENOR: Posts $11.8 Million Net Profit From June to Aug.
HAYES LEMMERZ: Vice President James Stegemiller Retires
HAYMOND NAPOLI DIAMOND PC: List of 20 Largest Unsecured Creditors
HEALTH & NUTRITION: Files Chapter 11 Petition in S.D. Florida
HOLLINGER INT'L: Completes Sale of Hotel Interest to Donald Trump

ICG COMMS: Stockholders Approve Merger with Joint Venture
ICON HEALTH: S&P Puts B+ Corporate Credit Rating on Watch Negative
INTEGRATED HEALTH: Court Okays Interim Distribution to 2 Classes
INTELLIGROUP INC: Names Madhu Poomalil Chief Financial Officer
INTERWAVE COMMS: Amends Amalgamation Agreement with Alvarion

J/Z CBO: S&P Upgrades Class B's Rating to 'B+' from 'CCC-'
JAPAN PACIFIC: Case Summary & 53 Largest Unsecured Creditors
KAISER ALUMINUM: Reaches Pension Settlement with PBGC
KAISER ALUMINUM: Wants Court Nod on Mercer's Modified Employment
KENTUCKY MOTOR: Case Summary & 16 Largest Unsecured Creditors

KEYSTONE CONSOLIDATED: Committee Pushes to Terminate Exclusivity
KITCHEN ETC: Creditors Must File Proofs of Claim by Oct. 29
KROLL INC: Appoints Simon Freakley as President & CEO
LEVI STRAUSS: Cancels Possible Dockers Sale & Continues Business
LORAL SPACE: Finalizes Revised Terms of Plan with Creditors

MASONITE INT'L: Will Release 2004 3rd Quarter Results Tomorrow
MERISTAR COMMERCIAL: Poor Performances Cue Moody's to Cut Ratings
MICRO BIO-MEDICAL: Taps Lopez Blevins as Principal Accountants
MIRANT CORP: Avista to Buy Back Oregon Power Plant for $62.5 Mil.
MKP CBO: Moody's Slices Ratings on Class C Notes to B1 from Baa2

MJG REALTY LLC: Involuntary Chapter 11 Case Summary
MOHEGAN TRIBAL: Buying Penn National's Pocono Downs Racetrack
MOHEGAN TRIBAL: S&P Places 'BB+' Corp. Credit Rating on Watch Neg.
MORGANS HOTEL: Clift Hotel Exits From Chapter 11 Protection
NEW CENTURY FIN'L: S&P Lifts Long-Term Counterparty Rating to 'BB'

NEXPAK CORP: Retains RKG Osnos to Provide Crisis Management
NORTHWESTERN CORP: In Talks to Enter New $250 Million Bank Loan
NORTHWESTERN CORP: To Offer Senior Notes in Rule 144A Offering
NRG ENERGY: Court Approves Pact Resolving Citicorp Claim Dispute
NUCLEAR MANAGEMENT INC: Involuntary Chapter 11 Case Summary

OCTANE ENERGY: Files for CCAA Protection to Execute Restructuring
OWENS CORNING: Banks Appeal Substantive Consolidation Ruling
PANACO, INC.: Confirmation Hearing Set for Oct. 28
PARAMOUNT RESOURCES: Completes $59 Million Equity Placement
PAYLESS SHOESOURCE: Store Closing Sales Underway at 192 Locations

PRESIDENT CASINOS: Aug. 31 Balance Sheet Upside-Down by $53.6 Mil.
PRIMUS TELECOM: S&P Affirms 'B-' Rating with Developing Outlook
REDHOOK ALE: Moss Adams Replaces Ernst & Young as Accountants
RICHTREE INC: To Restructure & Recapitalize Under CCAA Protection
RIVERSIDE FOREST: Tolko Increases Cash Offer to $40 Per Share

SAN JOAQUIN: Fitch Affirms 'BB' Underlying & Bond Ratings
SECOND CHANCE BODY: Case Summary & 20 Largest Unsecured Creditors
SERVICE CORP: Debt Reduction Prompts Moody's to Upgrade Ratings
SHOWCASE AUTO: Creditors Must File Proofs of Claim by Nov. 22
STELCO INC: Losing General Motors & DaimlerChrysler as Customers

SOVEREIGN BANCORP: Appoints CEOs for 5 New England Markets
SYBRON DENTAL: Succeeds in Takeover Bid for Innova LifeSciences
TANGO INC: Adds Greg Kiser to Portland's Management Team
TEMBEC INC: Can Repurchase Common Shares at TSX Until Oct. 2005
URSTADT BIDDLE: Fitch Assigns 'BB+' Issuer Rating

W.R. GRACE: Moves to Delay Filing of Reorganization Plan
WEIRTON STEEL: Court Approves PBGC Settlement Agreement
WISCONSIN AVENUE: Fitch Lifts Class B Rating to 'BBB-' from 'BB'
WORLDCOM INC: Highwoods' Claim Will Be Allowed for $20.7 Million

* Large Companies with Insolvent Balance Sheets

                          *********

ADVANCED MICRO: Fitch Rates Planned Sr. Unsec. Debt Offering 'B-'
-----------------------------------------------------------------
Fitch Ratings assigned a 'B-' rating to Advanced Micro Devices,
Inc.'s proposed 144A offering of $600 million senior unsecured
notes due 2012.  Net proceeds from the offering, combined with
cash on hand, are expected to be used to prepay approximately
$612 million senior secured debt outstanding under Advanced
Micro's existing Dresden term loan.  The company's remaining
senior secured debt is affirmed at 'B' and the Rating Outlook is
Stable.  Approximately $2 billion of debt is affected by Fitch's
action.

Fitch's ratings continue to reflect:

   (1) the cyclical demand and volatile cash flows associated with
       the semiconductor industry,

   (2) Advanced Micro's significant ongoing capital spending and
       research and development requirements,

   (3) historic negative free cash flow and operating losses, and

   (4) expectations for continued high debt levels.

The ratings also consider Advanced Micro's improved liquidity, as
the refinancing will extend 2005 and 2006 maturities out to 2012,
and strengthened credit protection measures.  Market acceptance of
Advanced Micro's new products also supports the ratings and
Outlook, as the company gained share in microprocessors (primarily
servers and workstations) and maintained a leading position in
flash memory.

As of Sept. 30, 2004, Advanced Micro's liquidity was sufficient to
meet near-term obligations and is supported by cash of
approximately $1.2 billion and an undrawn $125 million secured
revolving credit facility expiring July 2007.  For fiscal 2004,
free cash flow is expected to be modestly negative due primarily
to higher spending on advanced technology fabrication facilities.
Pro forma the proposed offering, total debt will be $2 billion and
approximately 75% unsecured versus less than 50% currently.  Total
debt will consist of:

   (a) the anticipated $600 million senior unsecured notes due
       2012,

   (b) $500 million 4 3/4% convertible senior debentures due 2022
       but putable in 2009, and

   (c) $403 million 4 1/2% convertible senior notes due 2007,
       which continue to be in-the-money and may be converted by
       the holders at any time.

The remaining $530 million of debt consists of various secured
loans and capital leases; however, Advanced Micro expects to draw
on its new EUR700 million term loan facility related to the next
generation Dresden facility in 2006.  Advanced Micro's debt and
capital lease obligations are less than $200 million per year
through 2006, $440 million in 2007 (assuming $403 million is not
converted), and $1.1 billion thereafter.


ADVERTISING DIRECTORY: Moody's Assigns B2 & Caa1 Ratings
--------------------------------------------------------
Moody's Investors Service assigned first time ratings to
Advertising Directory Solutions Holdings Inc.:

   * (P)B2 Senior Implied,
   * (P)Caa1 Senior Unsecured,
   * (P)Caa1 Issuer, and
   * Speculative Grade Liquidity rating of (P)SGL-2.

ADS Holdings' subsidiary, Advertising Directory Solutions Inc.,
was also assigned first time ratings of:

   * (P)B1 First Lien Senior Secured, and
   * (P)B2 Second lien Senior Secured.

The outlook for all ratings is stable.  These ratings are
prospective, assuming the planned financing associated with the
pending acquisition of ADS by Bain Capital Partners is completed.

The Senior Implied rating is constrained by:

     (i) high initial leverage of 7.85x total debt/ incumbent
         EBITDA,

    (ii) new management and ownership, and

   (iii) execution risk to possible improvements in financial
         results.

However, the rating is supported by:

     (i) ADS' dominant 95% market share in its primary incumbent
         territory,

    (ii) ADS' exclusive 30-year contract with the incumbent telco
         to print all telephone directories,

   (iii) high barriers to entry,

    (iv) low revenue volatility,

     (v) Moody's expectation that ADS will produce approximately
         C$50 million/year in free cash flow to reduce debt, and

    (vi) limitations on ADS' ability to make restricted payments
         and fund its start-up directories in Eastern Canada.

The assigned ratings notably incorporate Moody's expectation that
the unrestricted group of assets and the cash absorptive nature of
the same will be restructured and funded separately from the
restricted group of assets, save the potential for some limited
funding through the restricted payments basket as permitted via
the terms of the various security agreements.

The outlook is stable because Moody's believes the incumbent
operating business should improve very modestly, and debt
reduction over the next several years will also be relatively
modest compared to initial total debt of C$1.5 billion.  

The ratings might be considered for upgrade if:

     (i) the new management and owner are able to demonstrate a
         successful execution of their plans for improving
         financial results, and

    (ii) free cash flow (cash from operations less capital
         expenditures, dividends and payments made to the Eastern
         Canadian business) were to increase to approximately 7%
         of total debt.
         
The rating could be considered for downgrade if Moody's were to
conclude that the companies will be unable to generate sustainable
free cash flow in the future, likely due to the arrival of
significant new entrants and difficulties in implementing planned
financial improvements.

The SGL-2 liquidity rating reflects good liquidity over the next
12 months, as Moody's expects internal cash generation to fully
fund minimal debt maturities, supported by an unused C$75 million
bank revolver, which seems somewhat small should the company
encounter unexpected cash demands, good covenant headroom,
although the requirement to earn the same EBITDA in 2005 as was
earned in the twelve months ended June 30, 2004 is somewhat tight,
and a lack of alternative liquidity sources as all assets are
secured.

The Revolver and First Lien Senior Secured debt, which will
constitute about 64% of initial total debt, have been rated one
notch above the Senior Implied rating because they constitute the
secured first claim on the operating cash flow and assets of ADS,
and the initial leverage of this tranche will approximate 5x
EBITDA.

The Second Lien Senior Secured debt, which will constitute a
meaningful 19% of total debt, has been rated at the same level as
the Senior Implied rating because of its secondary secured claim
on the assets and cash flows of ADS and the fact that total Senior
Secured leverage will approximate 6.5x at closing.  While there is
no covenant limiting total secured debt leverage other than an
initial total debt leverage covenant of 8.75x, ADS is largely
prohibited from raising new debt.

The Senior Unsecured debt at ADS Holdings is structurally
subordinated to all debt and other obligations of ADS, as there is
no upstream guarantee from ADS.  As a result, it has been rated
two notches below the Senior Implied rating to reflect the equity-
like risk of this instrument in Moody's estimation.

Debt affected by this action:

   -- Advertising Directory Solutions Holdings Inc.

      * Senior Unsecured, (P)Caa1, due November 2012
        US$210 million

   -- Advertising Directory Solutions Inc.

      * Revolver Authorization, (P)B1, First lien Senior Secured,
        due November 2010 C$75 million

      * First lien Senior Secured, (P)B1, due November 2011
        US$769 million

      * Second lien Senior Secured, (P)B2, due May 2012
        US$230 million

Advertising Directory Services Inc. publishes both "white" and
"yellow" telephone directories and related web directories,
primarily in the Canadian provinces of Alberta and British
Columbia, under the trade name "Superpages".  The company is
headquartered in Burnaby, British Columbia, Canada.


AIR CANADA: Expects $235 Mil. Operating Income for 2004 3rd Qtr.
----------------------------------------------------------------
ACE Aviation Holdings Inc. will be releasing unaudited
consolidated third quarter financial statements of Air Canada by
November 15, 2004.  Pending this release, the Corporation is
announcing its estimated unaudited consolidated operating income
in order to provide current information to stakeholders on its
recent operations given record high fuel prices and the
deteriorated performance of US carriers.

The Corporation expects to record an estimated $235 million of
unaudited consolidated operating income before reorganization and
restructuring items for the third quarter of 2004.  This estimate
represents a major improvement from the $17 million of operating
income before restructuring and reorganization items reported in
the third quarter of 2003.

ACE Aviation Holdings Inc. Chairman, President and CEO Robert
Milton expressed satisfaction with the results.  "Against the
current background of record oil prices, our estimated third
quarter operating profit of $235 million reflects the tremendous
progress made by Air Canada's employees over the last eighteen
months of restructuring," said Mr. Milton.  "Revenues are strong
and unit costs are down, even in the face of a 41 per cent rise in
base fuel prices.  These results would have been further improved
had post-emergence accounting been in effect.

"The airline again posted a record load factor every month this
quarter while operating at strong on time performance and flight
completion levels.  While the third quarter is our seasonally
strongest quarter, the results achieved point to an airline that
is not only profitable in a difficult fuel and North American
yield environment, but also to an airline that is running well
operationally.

"Our new business model and product strategy is producing the
desired results and we are seeing growing customer confidence in
Air Canada as the airline of choice for the lowest fares to the
greatest number of destinations on an everyday basis.

"The progress reported ... was made possible through the hard
work, dedication and sheer resilience of Air Canada's employees. I
thank them for their ongoing support and willingness to accept the
necessary change to ensure the airline's successful restructuring.  
And on behalf of all of us at Air Canada, I thank each and every
customer who supported us during the past eighteen months.  We
remain committed to earn their ongoing loyalty through excellent
customer service and as always an uncompromising focus on safety,"
concluded Mr. Milton.

As a result of higher overall system traffic and yield,
consolidated passenger revenues have shown a marked recovery in
all markets with the exception of the US transborder market.  Air
Canada estimates that consolidated system passenger revenues will
increase by approximately 12 per cent over the third quarter of
2003.  Passenger revenue per ASM -- RASM -- is expected to be up
approximately 6 per cent over 2003 levels.

Air Canada anticipates unit cost reductions of approximately 4 per
cent from the same quarter last year (11 per cent excluding fuel)
on an ASM capacity increase of 6 per cent.  These unit cost
reductions are mainly due to cost reduction initiatives undertaken
during the restructuring process, which largely began to take
effect in the third quarter of 2003.

Current record high fuel prices are a concern, however, the
increase in fuel expense has been partially mitigated by a fuel
surcharge in effect on US transborder and international travel and
by a stronger Canadian dollar.

As at October 13, 2004, the Corporation's consolidated cash
balance, measured on the basis of cash in its bank accounts,
amounted to approximately $1.9 billion.

As in prior quarters, as a result of restructuring under CCAA, the
third quarter 2004 results will reflect a number of very
significant reorganization and restructuring charges directly
associated with the restructuring which will be included in net
income.  Air Canada's complete 2004 third quarter results will be
made available on Air Canada's website aircanada.com and at
SEDAR.com by November 15, 2004.  A copy may also be obtained on
request by contacting Shareholder Relations at (514) 422-7578.

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

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

On September 30, 2004, Air Canada successfully completed its
restructuring process and implemented its Plan of Arrangement.  
The airline exited from CCAA protection raising $1.1 billion of
new equity capital and, as of September 30, has approximately
$1.9 billion of cash on hand.


AMC ENTERTAINMENT: Launches 8% Senior Subordinated Debt Offering
----------------------------------------------------------------
AMC Entertainment Inc. (AMEX:AEN) has commenced an offer to
exchange an aggregate principal amount of up to $300,000,000 of
its 8% Senior Subordinated Notes due 2014, which were sold in
February 2004, pursuant to Rule 144A and Regulation S of the
Securities Act of 1933, as amended, for a like principal amount of
its newly issued 8% Senior Subordinated Notes due 2014. The new
notes have substantially identical terms as the original notes,
except that the new notes have been registered under the
Securities Act and will be freely tradable.

The Company will accept for exchange any and all of the original
notes validly tendered and not withdrawn prior to 5:00 p.m., New
York City time, on Nov. 15, 2004, unless extended. Tenders of the
original notes may be withdrawn at any time prior to 5:00 p.m.,
New York City time, on the Expiration Date.

The terms of the exchange offer and other information relating to
the Company are set forth in the prospectus dated Oct. 15, 2004.
Copies of the prospectus may be obtained from HSBC Bank USA,
National Association, which is serving as the exchange agent in
connection with this exchange offer. HBC Bank USA, National
Association's address, telephone number and facsimile number are:

                  HSBC Bank USA, National Association
                     One Hanson Place, Lower Level
                       Brooklyn, New York 11243
                       Attention: Paulette Shaw
               By Facsimile Transmission: 718-488-4488
                 Confirm by Telephone: 718-488-4475

This press release shall not constitute an offer to exchange nor a
solicitation of an offer to exchange the original notes. The
exchange offer is made only by the prospectus dated October 15,
2004.

AMC Entertainment -- http://www.amctheatres.com/-- is the largest
movie exhibitor in the U.S. based on revenue and the second-
largest based on screen count. It has one of the industry's most
modern theater circuits due to its rapid expansion and consistent
disposition activity since 1995.

                          *     *     *

As reported in the Troubled Company Reporter on August 5, 2004,
Standard & Poor's Ratings Services revised its outlook on AMC
Entertainment, Inc., to stable from positive, based on the
increased leverage that will result from the pending sale and
recapitalization of the company.

At the same time, Standard & Poor's affirmed its ratings,
including its 'B' corporate credit rating, on the company. In
addition, Standard & Poor's assigned its 'B' corporate credit
rating to Marquee Holdings Inc. and its subsidiary Marquee Inc.
Upon completion of the sale of AMC, Marquee, Inc., will be merged
with AMC. All of these companies are analyzed on a consolidated
basis.

In addition, Standard & Poor's assigned 'B-' ratings to Marquee
Inc.'s proposed $150 million in senior unsecured notes due 2012
and its proposed $305 million in senior unsecured floating rate
notes due 2011, and a 'CCC+' rating to Marquee Holdings' proposed
$170 million senior discount notes due 2014 (HoldCo notes). The
senior unsecured notes will be supported by operating subsidiary
guarantees and are rated one notch below the corporate credit
rating due to the proportion of higher priority secured debt. The
HoldCo notes are rated two notches below the corporate credit
rating because they will be structurally subordinate to AMC's
existing and proposed debt.

Proceeds from the new debt issues, about $335 million in existing
cash, the rollover of about $750 million in existing debt and
capital leases, and a $785 million cash equity contribution will
be used to fund the purchase of the Kansas City, Missouri-based
movie exhibitor by funds controlled by J.P. Morgan Partners and
Apollo Management LP. Pro forma as of July 1, 2004, AMC will have
about $3.6 billion in consolidated lease-adjusted debt.

"The ratings on AMC reflect its financial risk from its heavy
reliance on expensive lease financing which results in high lease-
adjusted leverage and fixed costs, its weak EBITDA margins, and
its exposure to the mature and competitive U.S. motion picture
exhibition industry," said Standard & Poor's credit analyst Steve
Wilkinson. "The ratings also reflect AMC's modern theater
circuit, positive discretionary cash flow, and more stable market
conditions over the past few years."


ANC RENTAL: Aramark Doesn't Want $590,984 Claim Reduced
-------------------------------------------------------
ANC Rentals and its debtor-affiliates asked the Court to reduce
104 claims, including one filed by ServiceMaster Management
Service, L.P., because their books and records reflect that they
have liability for these claims in a lesser amount than the amount
asserted by the claimants.

                        Claimant Replies

Aramark Management Services, L.P., is the successor-in-interest
to ServiceMaster Management Service, L.P.  ServiceMaster provided
airport-based support services to certain Debtors.  On the
Petition Date, Debtors Spirit Rent A Car and National Car Rental
System owed ServiceMaster in excess of a million dollars.  Based
on a review of their books and records, the Debtors proposed to
lower the amount of the claim filed by ServiceMaster on
Feb. 19, 2002, from $590,984 to $385,894.

William R. Firth, III, Esq., at Pepper Hamilton, LLP, in
Wilmington, Delaware, tells the Court that Aramark's books and
records bear out the full amount of the claim as filed.  All
credits due to the Debtors have been given and no payments have
been received that would reduce the amount due to ServiceMaster.

Aramark asks Judge Walrath to overrule the Debtors' Objection in
its entirety.

Headquartered in Fort Lauderdale, Florida, ANC Rental Corporation,
is the world's third-largest publicly traded car rental company.  
The Company filed for chapter 11 protection on November 13, 2001
(Bankr. Del. Case No. 01-11200). On April 15, 2004, Judge Walrath
confirmed the Debtors' 3rd amended Chapter 11 Liquidation Plan, in
accordance with Section 1129(a) and (b) of the Bankruptcy Code.
Upon confirmation, Blank Rome, LLP, and Fried, Frank, Harris,
Shriver & Jacobson, LLP, withdrew as the Debtors' counsel. Gazes &
Associates, LLP, and Stevens & Lee, PC, serve as substitute
counsel to represent the debtors' post-confirmation interests.
When the Company filed for protection from their creditors, they
listed $6,497,541,000 in assets and $5,953,612,000 in liabilities.
(ANC Rental Bankruptcy News, Issue No. 61; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AQUILA INC: S&P Assigns 'B-' Rating to $220M Sr. Unsec. Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Aquila Inc.'s (B-/Negative/--) $220 million senior unsecured term
loan credit facility and $110 million senior unsecured revolving
credit facility.  The two facilities have initial interest rates
of LIBOR plus a spread of 5.75%.  The outlook is negative.

Kansas City, Missouri-based energy provider Aquila has about
$2.7 billion of debt.

A portion of the net proceeds was used toward refinancing Aquila's
$430 million secured term loan due April 2006.  As a result, the
collateral securing the $430 million three-year term loan,
including Aquila's utility assets in Colorado, Iowa, Michigan, and
Nebraska, has been released.

The ratings reflect the company's marginal credit measures and
insufficient cash flow from operations to offset a burdensome debt
level, which are not quite mitigated by management's efforts to
refocus on its traditional utility business.

"Although, Aquila has made significant progress toward
repositioning itself as a domestic utility business, concerns
remain over the company's burdensome debt level and lack of cash
flow generation," said Standard & Poor's credit analyst Rajeev
Sharma.

"Rating stabilization is predicated on Aquila's ability to achieve
further debt reduction, successful rate increases, and cost
reductions," continued Mr. Sharma.


ARCH COAL: Expected Negative Cash Flow Cues Moody's to Cut Ratings
------------------------------------------------------------------
Moody's Investors Service downgraded Arch Coal Inc.'s:

   -- senior implied rating to Ba3 from Ba2,

   -- $350 million senior secured revolving credit facility to
      Ba3 from Ba2, and

   -- preferred stock rating to B3 from B2.

At the same time, Arch Western Finance LLC's guaranteed senior
note rating was downgraded to Ba3 from Ba2.  Arch Western
Finance's notes are guaranteed by its parent, Arch Western
Resources, a subsidiary of Arch Coal Inc.  

The downgrades were prompted by Moody's belief that Arch Coal's
free cash flow will be negative over at least the next four years
due to extraordinarily high capital expenditures, which, when
combined with the potential for higher operating costs, especially
in the east, and the potential for a reversal of today's record
coal prices, could result in a material increase in leverage and
constrain the company's ability to service its debt.  A large
proportion of the planned capex is non-discretionary since it is
targeted for annual payments for federal coal leases in the Powder
River Basin.  This coal will not be mined for many years and,
therefore, will not generate near-term cash flow.  Moody's also
noted that increased costs and rail disruptions, combined with a
high proportion of locked in contracts, have thus far prevented
Arch Coal from materially benefiting from current high spot coal
prices.  The rating outlook for both companies is stable.

These ratings were lowered:

   -- Arch Coal, Inc.

      * $350 million senior secured revolving credit facility
        maturing in March 2007, to Ba3 from Ba2

      * $144 million of Perpetual Cumulative Convertible Preferred
        Stock, to B3 from B2

      * Senior implied rating to Ba3 from Ba2

      * Senior unsecured issuer rating to B1 from Ba3

   -- Arch Western Finance, LLC

      * $700 million of 6.75% guaranteed senior notes due 2013, to
        Ba3 from Ba2

Arch Coal will incur significantly higher than historic capex over
the next five years as it:

   * funds the recent $611 million acquisition of the Little
     Thunder Powder River Basin reserves ($122 million per annum),

   * develops the Mountain Laurel mine in Central Appalachia
     ($190 million over three years), and

   * funds maintenance capex.

The Little Thunder acquisition will not be mined for many years,
providing no near term incremental cash flow.  A similar situation
may well exist if additional reserves are acquired, by lease or
otherwise.  The Mountain Laurel mine is an important development
for the company that will provide high quality, low cost coal, but
will not be in full operation until 2007.  This higher level of
capex with no immediate return on investment comes at a time when
the company continues to be pressured by rising costs,
particularly at its eastern operations.  Arch Coal, like most
eastern producers, has been impacted by higher pension,
healthcare, steel, explosive and energy costs, and by rail
disruptions.  The result has been an inability to materially
benefit from the higher coal prices now being experienced.

The high level of capex combined with continuing cost pressures
place Arch Coal at risk to a decline in spot coal prices, which
Moody's views as quite possible over the next two years.  Moody's
expects that the Arch Western operations should continue to
produce steady, low margin cash flow, which is lent up to the
parent.  However, Moody's do not expect Arch Western's free cash
flow to be sufficient to offset the negative free cash flow in the
eastern operations, resulting in a possibility of higher debt
levels.

Arch Coal's Ba3 senior implied rating reflects:

     (i) its high leverage, mine development and reserve
         acquisition costs,

    (ii) increased operating costs, particularly in the east,
         significant dependence on one mine, and

   (iii) substantial liabilities for reclamation and employee
         benefits, which totaled approximately $615 million as of
         June 30, 2004.

In the eastern operations in particular, heightened regulatory
risk and permitting uncertainties are expected to continue.  In
short, the profitability and scope of Arch Coal's eastern
operations may decline unless coal prices remain sufficiently high
to offset recent negative trends in costs, reserve degradation,
and mine development costs.  In Moody's opinion, long-term coal
prices may continue to remain at high levels, but in concert with
rising costs, thereby keeping profit margins relatively constant.
This has been the historical pattern for the coal industry and was
the pattern over the last three years, when most of the benefits
of higher prices were offset by higher costs.  

The rating also considers:

     (i) Arch Coal's relatively stable operating profile,

    (ii) its size,

   (iii) diversified asset and customer base,

    (iv) favorable operating costs in the Powder River Basin,

     (v) a high proportion of low-sulfur coal production and
         reserves, and

    (vi) its existing book of coal sales contracts.

Arch Western's Ba3 rating reflects:

     (i) its high leverage,

    (ii) modest cash flow,

   (iii) ties to Arch Coal, and

    (iv) significant dependence on one mine, the combined Black
         Thunder/North Rochelle mine.

Both Arch Coal and Arch Western are also subject to geologic,
operating, environmental, regulatory, permitting and bonding risks
inherent to coal mining, which can impact operating and financial
performance.

Arch Western's rating also reflects:

     (i) the overall good quality of the company's mines and coal
         reserves, which operate in three distinct western coal
         fields,

    (ii) its favorable market position as a supplier of low sulfur
         and compliance coal to numerous utility customers,

   (iii) its competitive costs, and

    (iv) its contracted fixed price contracts.

Arch Western is relatively unburdened by workers' comp and retiree
healthcare costs.  However, Arch Western's pro forma debt to
EBITDA is approximately 3.9x (using Arch Western, North Rochelle
and Canyon Fuel full year 2003 plus the $100 million of
incremental Arch Western debt used to fund the North Rochelle
acquisition).  Arch Western now consolidates 100% of Canyon Fuel,
following the acquisition by Arch Coal of the 35% of Canyon Fuel
Arch Western did not own.  Arch Coal's 35% minority interest is
reflected in Arch Western's net income.  Canyon Fuel conducts all
of the company's coal mining activities in the state of Utah.  
Arch Coal anticipates that the addition of 35% of Canyon Fuel will
add incremental annual EBITDA of $15 million.  The recently
acquired North Rochelle mine produced $41.6 million of EBITDA in
2003, and Arch Western anticipates annual synergies of
$15 to $20 million from the combination of North Rochelle and
Black Thunder.

The stable outlook reflects:

     (i) the Arch Coal's extensive operations and reserves,

    (ii) its long-term sales contracts, and

   (iii) coal's importance as a fuel for electricity generation.

These factors help insulate Arch Coal from the impact of changes
to mining, environmental and electric utility regulations and
provide flexibility for adapting to changes in regional coal
demand.

The ratings could be raised if Arch Coal is able to demonstrate
that it can generate consistent free cash flow sufficient to
meaningfully reduce debt.  The rating could be lowered if the
company's leverage and debt protection measurements weaken, which
could result from a return to the margins experienced in the past
few years, coupled with the elevated capex levels now anticipated,
or if it undertakes debt financed acquisitions.

In the 2001 to 2003 period the company's EBIT (excluding "other"
income and expense) averaged 6 cents per ton of coal sold,
equivalent to an operating profit margin of .5%.

Arch Western's high leverage and certain structural features of
its senior notes reflect provisions imposed by its acquisition
from ARCO in June 1998.  In order to avoid triggering a tax
liability, Arch Western's debt cannot be guaranteed by Arch Coal
and cannot amortize below $675 million until June 1, 2013.  
However, cash moves freely between Arch Coal and Arch Western and
a sizable receivable, documented as promissory notes, is growing
on the balance sheet of Arch Western, reflecting cash that it has
transferred to Arch Coal since 1998.  The lenders to Arch Western
have a first priority secured interest in the Arch Coal promissory
notes.  These notes are unsecured obligations of Arch Coal and are
structurally subordinated to debt and other liabilities (such as
reclamation and workers' comp) of Arch Coal's subsidiaries.  Arch
Coal also provides administrative, selling, engineering, and
financial services to Arch Western, and pays income taxes that
Arch Western might otherwise have to pay.  Also, Arch Coal is the
direct lessee for about 55% of Arch Western's coal reserves.  

For all of these reasons, and because of the importance of Arch
Western to Arch Coal, Moody's believes that Arch Western and Arch
Coal should be rated the same.

Arch Western Resources is a large producer of compliance and low
sulfur coal with operations in Wyoming, Utah and Colorado.  It
sold 70 million tons of coal in 2003 and had revenues of
$500 million.  Arch Coal, Inc. is one of the largest coal
companies in the US.  In addition to its western operations, which
are conducted by Arch Western, Arch Coal operates in West Virginia
and Kentucky.  Arch Coal sold 109 million tons of coal in 2003 and
had revenues of $1.4 billion.  Both companies are headquartered in
St. Louis.


ARCTIC EXPRESS: Ballots & Plan Objections Must be in by Thursday
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio
approved the Third Amended Disclosure Statement of Arctic Express,
Inc., and its debtor-affiliates explaining the Debtors' Third
Amended Plan of Reorganization.  

Concurrent with the disclosure statement approval, Judge Donald E.
Calhoun Jr. gave the Debtors permission to solicit acceptances of
their Plan from their creditors.

Under the plan, Administrative Expense Claims will be paid in
full.  

These claims will be paid in full in cash with interest over time:

   (1) Priority Tax Claims;

   (2) Textron Financial Corporation's secured claim;

   (3) KeyBank National Association's secured claim;

   (4) Allowed Secured Claims held by:

       (a) DaimlerChrysler Services North America LLC (as
           successor to Mercedes Benz Credit Corporation),

       (b) Navistar Financial Corporation,

       (c) The Cadle Company II, Inc. (as successor to First
           Star),

       (d) The CIT Group/Equipment Financing Inc. (fka Newcourt
           Financial USA Inc. and Great Dane Trailer Financing),
           and

       (e) Soris Financial (fka Case Credit Company).

   (5) Allowed Secured Claims held by:

       (a) CitiCapital (fka Associates Commercial Corp.), other
           than its Class 8 Claim, and

       (b) General Electric Capital Corporation; and

   (6) PACCAR Financial, Inc.'s secured claim.

The Secured Setoff Claims of certain Cargo Claimants will be paid
out of insurance proceeds.  Any unsatisfied portion of these Cargo
Claims will be treated as Allowed Unsecured Claims.

Holders of Priority Claims will receive full payment in cash plus
interest paid out in 36 monthly installments if they vote to
accept the plan.  If they vote to reject the plan, they will get
the full amount of their claim, without interest, on the effective
date of the plan.

Holders of General Unsecured Claims are promised five undefined
Net Cash Flow payments over the next five years.  

Full-text copies of the Debtors' Third Amended Plan and Disclosure
Statement are available for a fee at:

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

Creditors must return their Ballots no later than Thursday,
October 21, 2004 at 4:00 p.m. CDT to:

            Spencer Fane Britt Browne, LLP
            Attn: Diane Katsulis
            1000 Walnut, Suite 1400,
            Kansas City, Missouri 64106

Written objections to the Plan must be delivered no later than
Thursday, October 21, 2004, to:

        (1) Counsel for the Debtors

            Spencer Fane Britt Browne, LLP
            Attn: Nicholas A. Franke
                  Lisa A. Epps
            1 North Brentwood Boulevard, 10th Floor
            St. Louis, Missouri 63105
            Tel: 816-474-8100
            Fax: 816-474-3216

                  -- and --

            Chester, Willcox & Saxbe, LLP
            Attn: Guy R. Humphrey
            65 East State, Suite 1000
            Columbus, Ohio 43215
            Tel: 614-221-4000
            Fax: 614-221-4012

        (2) U.S. Bankruptcy Court for the Southern District of
            Ohio; and

        (3) other parties designated by in the Federal Rule of
            Bankruptcy Procedure Section 3020(b).

The Honorable Donald E. Calhoun, Jr., will consider confirmation
of the Plan at a hearing on November 4, 2004.

Headquartered in Hilliard, Ohio, Arctic Express Inc., is one of
America's largest refrigerated transportation services.  Arctic
Express and D&A Associates, Ltd., filed for chapter 11 protection
on October 31, 2003 (Bankr. S.D. Ohio, Case No. 03-66797).  
Nicholas A. Franke, Esq., and Lisa A. Epps, Esq., at Spencer
Fane Britt & Browne LLP and Guy R. Humphrey, Esq., at Chester,
Willcox & Saxbe LLP, represent the Debtors in its restructuring
efforts.


ATX COMMS: Creditors Committee Wants to Terminate Exclusivity
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the chapter 11
cases involving ATX Communications, Inc., CoreComm New York, Inc.,
and their debtor-affiliates, urges the U.S. Bankruptcy Court for
the Southern District of New York to terminate the Debtors'
exclusivity period to file a plan of reorganization.  The Debtors
filed their Joint Plan of Reorganization in June.

                    Committee Objects to Plan   
        
The Committee opposes the proposed Joint Plan because its primary
purpose is to facilitate the transfer of 100% of the Debtors'
going concern value to their largest secured creditor -- Leucadia
National Corporation.  

The Committee adds that the Plan Proponents refuse to provide
appropriate levels of recoveries to "non-Leucadia" creditors based
on distributable values available and applicable.  

The Committee's members:

          * Operating Telephone Company
          * NTL Europe, Inc.
          * AT&T Corp.
          * General Electric Capital Corporation
          * Alltel Communications Products, Inc.
          * Oak brook Estates
          * SBC Telecommunications, Inc.

hold more than two-thirds of likely total general unsecured
claims.

The Committee stresses that the Debtors and Leucadia National
should no longer be allowed to utilize the benefits of exclusivity
as a means to further their self-interests.  

                   The Offensive Joint Plan
    
The Joint Plan filed with the Court proposes to consolidate
Debtors for purposes of voting, confirmation and distribution.  
A full-text copy of the Plan is available for a fee at:

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

Under the terms of the Plan:

          * administrative claims
          * priority tax claim
          * other priority claims
          * other secured claims
          * customer claims

will be paid in full on the Effective Date.

The Plan proposes to transfer to Leucadia National 100% of the New
Common Stock and 100% of the New Preferred Stock in full
satisfaction of the Leucadia Secured Claims.

General unsecured creditors will receive their pro rata share of
the Plan Note proceeds and the net distributable proceeds
recovered by the Litigation Trust.

The Plan provides that:

          * subordinated claims
          * old common stock interests
          * other equity interests in ATX Communications, Inc.
          * equity interests securities litigation claims

will be cancelled and discharged on the Effective Date.

Leucadia National will provide the Reorganized Debtors with a
revolving credit facility.

Headquartered in Bala Cynwyd, Pennsylvania, ATX Communications,
Inc. -- http://www.atx.com/-- is a local exchange and  
interexchange carrier providing integrated voice and date
services, and operates a nationwide asynchronous transfer mode
network.  ATX, CoreComm New York, Inc., and their affiliates filed
for chapter 11 protection on January 15, 2004 (Bankr. S.D.N.Y.
Case Nos. 04-10214 through 04-10245).  Paul V. Shalhoub, Esq., and
Marc Abrams, Esq., at Willkie, Farr, & Gallagher LLP represent the
Debtors in their restructuring efforts.  When the Debtor filed for
protection from their creditors, it listed $664 million in total
assets and $596,700,000 in total debts.


BETHLEHEM STEEL: Court Approves Williams' Settlement Agreement
--------------------------------------------------------------
On November 28, 2000, Robert W. Williams filed a lawsuit against
the Bethlehem Steel Corporation and its debtor-affiliates and
certain other parties in the Circuit Court for Baltimore County,
State of Maryland.  The State Court Litigation also named Charles
Cullison, a forklift operator and former employee of the Debtors,
as a defendant.

In connection with the State Court Litigation, Mr. Williams'
counsel filed Claim No. 4120 for $2,000,000 against the Debtors.

Mr. Williams wants to pursue his State Court Litigation but is
presently unable to do so due to the automatic stay.  Mr.
Williams asserts that the Automatic Stay does not apply to Mr.
Cullison.

Pursuant to the Debtors' confirmed Plan of Liquidation, all
injunctions or stays arising under Section 362 of the Bankruptcy
Code in existence on the Confirmation Date, are to remain in full
force and effect until the closing of the Debtors' cases.

Pursuant to the confirmed Plan and a Liquidating Trust Agreement,
dated as of December 31, 2003, the Bethlehem Steel Corporation
Liquidating Trust was created to, among other things, take any and
all actions that the Liquidating Trustee deems necessary for the
continuation, protection and maximization of the Liquidation Trust
Assets.

After good faith, arm's-length negotiations, the parties stipulate
and agree that:

    (a) The automatic stay will be modified solely to permit Mr.
        Williams to:

           -- remove or dismiss the Debtors, with prejudice, from
              the State Court Litigation; and

           -- proceed against the non-Debtor defendants in the
              State Court Litigation, including, without
              limitation, Mr. Cullison;

    (b) The provisions of Section 362 of the Bankruptcy Code,
        including, without limitation, those provisions
        prohibiting execution, enforcement or collection of any
        judgment that may be obtained against the Debtors or the
        Liquidating Trust or assets or properties of the Debtors'
        estate or the Liquidating Trust, will remain in full force
        and effect.  Neither Mr. Williams nor his agents,
        attorneys or representatives will take any action to
        execute, enforce or collect any judgment against the
        Debtors or their estates, or the Liquidating Trust, the
        Trustee, or their directors, officers, employees, agents
        or insurers;

    (c) Mr. Williams' Claim will be deemed to have been withdrawn
        with prejudice in its entirety; and

    (d) Nothing will preclude the Debtors or the Liquidating Trust
        from maintaining an appropriate defense of the State Court
        Litigation.

Judge Lifland approves the stipulation in its entirety.

Headquartered in Bethlehem, Pennsylvania, Bethlehem Steel
Corporation -- http://www.bethlehemsteel.com/-- was the second-
largest integrated steelmaker in the United States, manufacturing
and selling a wide variety of steel mill products including hot-
rolled, cold-rolled and coated sheets, tin mill products, carbon
and alloy plates, rail, specialty blooms, carbon and alloy bars
and large diameter pipe.  The Company filed for chapter 11
protection on October 15, 2001 (Bankr. S.D.N.Y. Case No. 01-
15288).  Jeffrey L. Tanenbaum, Esq., and George A. Davis, Esq., at
WEIL, GOTSHAL & MANGES LLP, represent the Debtors in their
restructuring, the centerpiece of which was a sale of
substantially all of the steelmaker's assets to International
Steel Group.  When the Debtors filed for protection from their
creditors, they listed $4,266,200,000 in total assets and
$4,420,000,000 in liabilities.  Bethlehem obtained confirmation of
a chapter 11 plan on October 22, 2003, which took effect on Dec.
31, 2003. (Bethlehem Bankruptcy News, Issue No. 54; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


BMC INDUSTRIES: Has Until Oct. 31 to Make Lease-Related Decisions
-----------------------------------------------------------------         
The Honorable Robert J. Kressel of the U.S. Bankruptcy Court for
the District of Minnesota extended, until October 31, 2004, the
period within which BMC Industries Inc., and its debtor-affiliates
can elect to assume, assume and assign, or reject their unexpired
real property leases.

The Debtors remind the Court that on August 26, 2004, it approved
the sale of the assets of their lens product segment, Vision-Ease
Lens Inc., to Insight Equity A.P. X, LP, for $56.5 million.  Under
the terms of the asset purchase agreement, the outside date by
which the sale will close is on October 31, 2004.

The Debtors explain that Vision-Ease is a lessee of two
nonresidential real property locations:
  
     a) Vision-Ease's sales and marketing office in Bloomington,
        Minnesota, which is leased by L&B 8200 Normandale, Inc.,
        and

     b) Vision-Ease's inventory and customer service center in St.
        Cloud, Minnesota, which is leased by Minnesota Logistics.

The Debtors add that it is anticipating that these two
nonresidential real property leases will be assumed and assigned
to Insight Equity. The extension will give the Debtors more time
to satisfy the remaining closing conditions of the asset purchase
agreement without exposing their estate to the risk of incurring
administrative expense claims for damages from their premature
assumption or rejection of the two leased properties.

The Debtors assure Judge Kressel that Vision-Ease is current on
all its postpetition obligations under the leases pending their
assumption and assignment to Insight Equity.

Headquartered in Ramsey, Minnesota, BMC Industries Inc. --  
http://www.bmcind.com/-- is a multinational manufacturer and  
distributor of high-volume precision products in two business
segments, Optical Products and Buckbee Mears. The Company, along
with its affiliates, filed for chapter 11 protection (Bankr. D.
Minn. Case No. 04-43515) on June 23, 2004. Jeff J. Friedman, Esq.,
at Katten Muchin, Zavis Rosenman and Clinton E. Cutler, Esq., at
Fredrikson & Byron, P.A., represent the Debtors in their
restructuring efforts. When the Debtor filed for protection from
its creditors, it listed $105,253,000 in assets and $164,751,000
in liabilities.


BICO INC: Court Confirms Chapter 11 Plan of Reorganization
----------------------------------------------------------
BICO Incorporated (Pink Sheets: BIKO) reported that the U.S.
Bankruptcy Court for the Western District of Pennsylvania approved
its Chapter 11 Reorganization Plan, which permits BICO to merge
with cXc Services, Inc.  The court order approving BICO's plan was
consented to by the Securities and Exchange Commission as well as
the Pennsylvania Department of Revenue.

BICO has entered into a letter of intent to merge with cXc
Services, Inc. -- http://www.cxcservices.com/It is anticipated  
that the merger will be completed in the very near future.  
Anthony Paterra, CEO and member of the Board of Directors stated
that, "We are very excited about the future of the company. We
believe that cXc has a very exciting product and an opportunistic
and extremely well developed business model. We believe that this
product could have significant potential. In addition, we are
pleased that not only will the creditors receive stock in the new
company, but also, all current common shareholders will retain
their shares.  The creditors have shown their support by
overwhelmingly approving the plan."  

Headquartered in Pittsburgh, Pennsylvania, Bico, Inc., formerly
known as Biocontrol Technology, Inc., manufactures laboratory
sized ore crushers.  The Company filed for Chapter 11 protection
on March 18, 2003 (Bankr. W.D. Pa. Case No.: 03-23239).  Steven T.
Shreve, Esq., at Shreve & Pail represents the Debtor in its
restructuring efforts.


BUCYRUS INT'L: Reports Financials for Period Ended Sept. 30, 2004
-----------------------------------------------------------------
Bucyrus International, Inc. (Nasdaq: BUCY) reported a summary of
unaudited results for the three and nine months ended Sept. 30,
2004.

                             Summary

The results for the three months ended Sept. 30, 2004, include an
increase in sales of $26.8 million or 31.6% as compared to the
three months ended Sept. 30, 2003. New machine sales were
$24.8 million, an increase of $14.2 million or 132.8% from
$10.6 million for the three months ended Sept. 30, 2003, and
aftermarket parts and service sales were $86.7 million, an
increase of $12.6 million or 17.0% from $74.1 million for the
three months ended Sept. 30, 2003.

The results for the nine months ended Sept. 30, 2004, include an
increase in sales of $93.0 million or 40.0% as compared to the
nine months ended Sept. 30, 2003. New machine sales were $86.2
million, an increase of $44.9 million or 108.6% from $41.3 million
for the nine months ended Sept. 30, 2003, and aftermarket parts
and service sales were $239.4 million, an increase of
$48.1 million or 25.2% from $191.3 million for the nine months
ended Sept. 30, 2003. The higher level of sales for both the three
and nine months ended Sept. 30, 2004 as compared to prior year
periods resulted from an increase in customer discretionary
spending and equipment utilization, primarily due to higher
commodity prices. In addition, aftermarket sales have increased
due to our initiatives and strategies to capture additional market
share. The Company achieved operating earnings of $9.4 million for
the three months ended Sept. 30, 2004 and $22.1 million for the
nine months ended Sept. 30, 2004. Operating earnings for the three
month and nine month periods ended Sept. 30, 2004 included non-
cash stock compensation expense of $2.6 million and $10.0 million,
respectively, representing the charges recorded related to the
Company's previous book-value stock option plan. Operating
earnings for the three and nine month periods ended Sept. 30, 2004
increased from 2003 primarily due to increased gross profit
resulting from increased sales volume. This improvement was
partially offset by the increase in non-cash stock compensation
expense.

Interest expense for the three and nine months ended Sept. 30,
2004 decreased $2.3 million and $3.0 million, respectively,
compared to prior year periods. The decrease in interest expense
was due to reduced borrowings as well as the refinancing that was
effective with the completion of the Company's initial public
equity offering on July 28, 2004.

As of Sept. 30, 2004, the Company's total backlog was $259.8
million, $143.1 million of which was expected to be recognized
within twelve months of such date. This represents a 3.0% and 5.5%
decrease from the June 30, 2004 total backlog of $267.7 million
and twelve months backlog of $151.5 million, respectively, and a
11.2% and 17.0% increase from the Dec. 31, 2003, total backlog of
$233.6 million and twelve months backlog of $122.3 million,
respectively. The decrease from June 30, 2004 was primarily due to
the recognition of sales on machine orders received earlier in the
year. The increase from Dec. 31, 2003, was primarily due to an
increase in new machine orders and an increase in aftermarket
parts and service orders in 2004, partially offset by the
recognition of sales on multi-year maintenance and repair
contracts.

As of Sept. 30, 2004, the Company had aggregate outstanding
indebtedness of $104.9 million. The Company had no borrowings
under its revolving credit facility as of Sept. 30, 2004 and cash
and cash equivalents were $16.7 million as of that date.

                        About the Company

Bucyrus is one of the world's leading manufacturers of large-scale
excavation equipment used in surface mining and had $337.7 million
in sales in 2003. Bucyrus machines are used throughout the world
by customers mining copper, coal, oil sands, iron ore and other
minerals. An important part of the Company's business consists of
aftermarket sales in support of its large installed base (almost
$10 billion based on estimated replacement value) of machines
which have service lives from fifteen to forty years.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 6, 2004,
Moody's Investors Service assigned a Ba3 rating to Bucyrus
International, Inc.'s $150 million senior secured credit
facilities and raised the company's senior implied rating
to Ba3 from B3. The rating actions follow the completion of
Bucyrus' initial public offering, which raised $130 million in net
proceeds and significantly reduced leverage. The IPO proceeds,
plus borrowings under the term loan portion of the new credit
facilities, were used to retire the company's 9.75% senior
unsecured notes due 2007, pay accrued interest and management fees
to owner American Industrial Partners (AIP), repay bank debt under
the company's previous credit facility, and pay related
transaction fees. The rating outlook is stable.


BURLINGTON IND: Court Approves Modification of Trust Agreement
--------------------------------------------------------------
On October 30, 2003, Judge Newsome confirmed the First Amended
Joint Plan of Reorganization for Burlington Industries, Inc., and
its debtor-affiliates. The Court also overruled any objections or
responses to the confirmation of the Plan and reservations of
rights that have not been withdrawn, waived or settled.

Pursuant to Section 3.7(a) of the BII Distribution Trust
Agreement, the Trust Advisory Committee will consist of no less
than six members. At the Plan Confirmation Hearing, the number
was reduced to five because Pension Benefit Guaranty Corporation
did not want to participate in the Trust Advisory Committee.
Furthermore, the Trust Agreement does not provide any
remuneration to the Committee members.

As reported in the Troubled Company Reporter on Aug. 26, 2004, the
Trust, as representative of the Chapter 11 estates of Burlington
Industries, Inc., sought the Court's permission to modify Section
3.7(a) and (c) of the Trust Agreement to reflect these changes:

  (a) The Trust Advisory Committee will consist of no less than
      three and no more than five Committee Members; and

  (b) Section 3.7(c) of the Trust Agreement will include this
      language:

"In order to compensate Committee Members for the time spent in
overseeing the Distribution Trust, the Distribution Trust
Representative may, in its sole discretion, compensate Committee
Members with an annual stipend not to exceed $25,000 per Committee
Member per annum."

Daniel D. DeFranceschi, Esq., at Richards Layton & Finger, PA, in
Wilmington, Delaware, asserts that the modifications are
necessary because the Trust needs to retain Committee Members, if
necessary, over the life of the Trust.

Mr. DeFranceschi reports that:

  (a) From the Effective Date, the Trust has paid about
      $9,500,000 to allowed administrative, priority and secured
      claims;

  (b) Since the Effective Date, the Trust has made distributions
      to about 1,600 convenience class claims;

  (c) On August 2, 2004, the Trust distributed about $84,300,000
      to over 800 creditors with Allowed Class 4 Claims, which
      is about 63% of the Trust's cash balance as of June 30,
      2004; and

  (d) The Trust resolved over 3,600 Claims and allowed, expunged
      or caused to be withdrawn about 90% of the Claims against
      the estate within eight months since the Effective Date.

The Trust anticipates that its remaining cash balance will be
distributed, as soon as practicable, after the resolution of the
remaining Claims. Nonetheless, the Trust will be required to:

      -- resolve any remaining claims;

      -- liquidate assets which have not been sold; and

      -- complete various wind down tasks.

Without some remuneration for the Committee Members' time, it is
difficult to incentivize creditors to serve as Committee Members
once the Claims have been allowed and distributions have
occurred, Mr. DeFranceschi says. The remuneration is commonly
provided in connection with liquidating trust advisory
committees. Mr. DeFrancheschi emphasizes that the proposed
modifications are in the Trust beneficiaries' interest because it
ensures that the Trust will continue to maintain persons to serve
as Committee Members.

                          *     *     *

Judge Rosenthal approves the modification of the Debtors'
Distribution Trust Agreement.

Headquartered in Greensboro, North Carolina, Burlington  
Industries, Inc. -- http://www.burlington-ind.com/-- was one of   
the world's largest and most diversified manufacturers of soft  
goods for apparel and interior furnishings.  The Company filed  
for chapter 11 protection in November 15, 2001 (Bankr. Del. Case  
No. 01-11282).  Daniel J. DeFranceschi, Esq., at Richards, Layton  
& Finger, and David G. Heiman, Esq., at Jones Day, represent the  
Debtors.  WL Ross & Co. LLC purchased Burlington Industries and  
then sold the Lees Carpets business to Mohawk Industries, Inc.   
Combining Burlington with Cone Mills, WL Ross created  
International Textile Group.  Burlington's chapter 11 Plan  
confirmed on Oct. 30, 2003, was declared effective on Nov. 10,
2003. (Burlington Bankruptcy News, Issue No. 54; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


CATHOLIC CHURCH: Tucson Wants to Continue Using Existing Biz Forms
------------------------------------------------------------------
To minimize administrative expense and delay, the Roman Catholic
Church of the Diocese of Tucson seeks permission from the U.S.
Bankruptcy Court for the District of Arizona to continue using its
correspondence and business forms, including, but not limited to,
purchase orders, letterhead, envelopes, charitable solicitation
materials, and checks, substantially in the form that they existed
immediately before the Petition Date, without reference to the
Diocese's status as a debtor-in-possession.

The Diocese has made no secret of the serious issues it faces and
has been open and public in its discussion of its options,
including the option of filing the Chapter 11 Case.  The
Diocese's bankruptcy case, as only the second of its kind in
United States, will likely generate substantial public report and
comment.  It is unlikely, therefore, that any party to a
transaction with the Diocese will be unaware of its status as a
debtor-in-possession.  Moreover, the Court has the power to allow
the Diocese to deviate from the U.S. Trustee's Guidelines on this
point.

If the Diocese is not permitted to continue using its existing
Business Forms, the resultant prejudice will include:

   -- disruption in the ordinary financial affairs and business
      operations of the Diocese;

   -- delay in the administration of the Diocese's estate and to
      the pastoral care and services provided to all of the
      parishioners within the Diocese; and

   -- cost to the Diocese and its estate to set up new systems,
      open new accounts, and print new business forms.

The Diocese has endeavored to ensure that no checks in payment of
prepetition obligations remained outstanding as of the Petition
Date.  To further ensure against the payment of prepetition debts,
except for prepetition debts that the Court specifically
authorizes to be paid, the Diocese will stop payment on any checks
for prepetition obligations that are outstanding as of the
Petition Date and will begin issuing new checks postpetition with
a significant gap in the numbering sequence, so as to make it
easier to distinguish between prepetition and postpetition checks.

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)


CENTENNIAL COMMS: Gets S&P's Positive Outlook on B- Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Wall,
New Jersey-based regional wireless carrier Centennial
Communications Corp. to positive from stable.  Ratings on the
company and its related affiliates, including the 'B-' corporate
credit rating, were affirmed.  At Aug. 31, 2004, Centennial had
$1.8 billion of debt outstanding.

"The change in outlook reflects the fact that the company has
continued to grow its wireless subscriber base in both the U.S.
and the Caribbean despite ongoing aggressive competition,
especially from the national players," said Standard & Poor's
credit analyst Catherine Cosentino.  "As a result, EBITDA
increased by 12% for the fiscal year ended May 31, 2004.
Given net free operating cash flow after capital expenditures,
debt to EBITDA improved to 5.4x from 6.0x for 2003, and further
improvement is expected in 2005.  If the company is able to reduce
its debt to EBITDA metric to 4x over the next 12-18 months, the
rating could be raised."

The ratings reflect the high business risk faced by the regional
wireless carriers as a result of competition from the larger,
financially stronger national players, such as Verizon Wireless
and Cingular Wireless LLC.  

Carriers such as Centennial are disadvantaged relative to the
national players in terms of their ability to offer competitively
priced national plans.  Moreover, the national players are
expected to continue to be aggressive in taking share from the
regional carriers, given that overall wireless subscriber growth
will continue to slow because of increased overall wireless
penetration.  Yet, in order to improve its competitive positioning
in its Midwestern and Southeastern U.S. markets, the company has
added global satellite for mobile communications GSM technology to
its time division multiple access -- TDMA -- network in the
Midwest, and is completing a similar network overlay in its
Southeastern market.  It is also building out a GSM network in the
Grand Rapids and Lansing, Michigan licensed areas it recently
acquired from AT&T Wireless.

Despite these risks, Centennial does benefit from a good business
position in the Puerto Rico wireless market, where it is one of
the dominant players.  This market is attractive, given its
relatively low wireless penetration vis-.-vis the U.S. market and
good growth prospects, as many residents have begun to use
wireless service as a substitute for wireline service.


COLLIER COUNTY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Collier County Roofing Corp.
        3927 Exchange Avenue
        Naples, Florida 34104

Bankruptcy Case No.: 04-19714

Type of Business: The Debtor is a roofing contractor.

Chapter 11 Petition Date: October 8, 2004

Court: Middle District of Florida (Ft. Myers)

Judge: Alexander L. Paskay

Debtor's Counsel: Louis X. Amato, Esq.
                  Louis X. Amato, PA
                  801 Laurel Oak Drive, Suite 615
                  Naples, FL 34102
                  Tel: 239-596-6500

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Walters, Levine, et al.                    $159,000

Sunniland                                   $82,028

Safeco Insurance                            $62,947

Bridgefield Employers                       $47,618

Suncoast Vanderbilt                         $43,484

Afco Premium                                $41,773

Prime Equities II Corp.                     $28,302

ABC Supply                                  $20,432

Petersen Aluminum                           $17,947

Naples Community                            $16,772

Mass Mutual/Life Insurance                  $11,211

Waste Management                            $10,798

Shell 657                                    $8,976

First National Bank                          $7,118

Coastal Crane Service & Equipment Inc.       $7,088

GE Productivity Visa Card                    $6,362

Commercial Clean-Up                          $5,821

Shell Oil Company, Inc.                      $3,066

The Home Depot                               $2,933

GE Capital                                   $2,012


COWEY BROS. MOTORS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Cowey Bros. Motors, Inc.
        1506 North Esplanade Street
        Cuero, Texas 77954

Bankruptcy Case No.: 04-60476

Type of Business: The Debtor operates a General Motors car
                  dealership located in Cuero, DeWitt County,
                  Texas.

Chapter 11 Petition Date: October 12, 2004

Court: Southern District of Texas (Victoria)

Judge: Wesley W. Steen

Debtor's Counsel: Jerome A. Brown, Esq.
                  Brown & Associates
                  P.O. Box 1667
                  Victoria, TX 77902
                  Tel: 361-579-6700

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.


CRIIMI MAE: S&P Puts Low-B Ratings on Three Certificate Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of Criimi Mae CMBS Corp.'s commercial mortgage loan trust
certificates series 1998-1.  Concurrently, ratings on seven other
classes from the same transaction are affirmed.

The raised and affirmed ratings reflect increased credit support
levels resulting from substantial loan payoffs and no losses to
date.  However, the ratings actions were tempered by the decline
in the overall debt service coverage -- DSC -- ratio of the pool.

As of Sept. 18, 2004, the trust collateral pool consisted of
48 loans, with an outstanding principal balance of $202.2 million,
down from 125 loans totaling $495.8 million at issuance.  Standard
& Poor's calculated the DSC for the current pool as of Dec. 31,
2003 at 1.21x with 100% of the pool reporting, versus 1.59x at
issuance.  One loan in the pool is currently in foreclosure.

The current top 10 loans have an aggregate outstanding balance of
$97.7 million (48.3% of the pool).  The weighted average DSC for
the top 10 loans as of Dec. 31, 2003 has decreased to 0.98x from
1.34x at issuance.   

Standard & Poor's reviewed property inspection reports prepared
over the past year for all of the assets underlying the top 10
loans as provided by ORIX.  The inspections characterized all the
assets as "good" or "excellent".

According to the special servicer, ORIX Real Estate Capital
Markets LLC, there is one specially serviced loan ($8.5 million,
4.2%).  The International Shoppes loan is secured by a
72,470-square-foot retail property in Orlando, Florida.  This
property was transferred to the special after the borrower asked
for a cash flow mortgage.  The borrower was offered a deed in
lieu, but this was rejected, and negotiations have been halted.  
Since the last distribution, this loan has become REO.

ORIX's watchlist contains 15 loans, with an aggregate principal
balance of $85.1 million (42.1%).  This includes six of the top
10 loans in the pool.  Four of the six loans (45.1 million, 22.3%)
are multifamily properties that are located outside Detroit,
Michigan.  The loans all have the same sponsor, but are not
crossed-collateralized.  All four properties have experienced a
decline in performance and revenue.  The master servicer noted
that this is partly due to low-interest mortgages creating
opportunity for home ownership.

The seventh-largest loan, Days Inn Aggregate ($8 million, 4%), is
made up of four hotel properties secured by 475 units.  The loan
appears on the watchlist due to a decrease in combined cash flow.
The current DSC ratio is 0.99x as of Dec. 31, 2003.  The
10th-largest loan, Holiday Inn-Norman ($5.8 million, 3%), is
secured by a 149-unit lodging property in Norman, Oklahoma.  The
loan appears on the watchlist due to a decline in net cash flow --
NCF.  The loan had a Dec. 31, 2003 NCF DSC and occupancy of 1.14x
and 50%, respectively.

The pool has property type concentrations in multifamily (53.6%),
retail (20.2%), and hospitality (16.3%), with only one state,
Michigan (41%), exceeding a 10% property concentration.

Based on discussions with the master and special servicers,
Standard & Poor's stressed various loans in the mortgage pool as
part of its analysis.  The expected losses and resultant credit
levels adequately support the raised and affirmed ratings.
   
                         Ratings Raised
   
                     Criimi Mae CMBS Corp.
      Commercial mortgage pass-through certs series 1998-1
   
                   Rating
      Class   To            From   Credit Enhancement (%)
      -----   --            ----   ----------------------
      D       AAA           AA+                    33.47
      E       AA            A+                     25.70
      F       BBB           BB+                    14.34
      G       BB+           BB                     11.95
   
                        Ratings Affirmed
   
                     Criimi Mae CMBS Corp.
      Commercial mortgage pass-through certs series 1998-1
   
            Class   Rating   Credit Enhancement (%)
            -----   ------   ----------------------
            A-3     AAA                      76.49
            B       AAA                      63.35
            C       AAA                      47.81
            H       B                        7.77
            J       B-                       6.57
            K       CCC                      4.18
            IO      AAA                      N/A
   
                      N/A - Not applicable


DALEEN TECH: Stockholders Approve Merger Plan & Share Exchange
--------------------------------------------------------------
Daleen Technologies, Inc., a global provider of licensed and
outsourced billing and customer management, operational support
systems and revenue assurance solutions for traditional and next
generation service providers, said its stockholders approved and
adopted the previously announced Agreement and Plan of Merger and
Share Exchange at a special meeting of stockholders held Friday,
Oct. 15, at the company's headquarters. Daleen also reported that
the related investments of $14 million by affiliates of Quadrangle
Capital Partners and $6.8 million by affiliates of Behrman Capital
were completed Friday.

As a result of these transactions, Daleen became a privately held
corporation wholly owned by Viziqor Holdings, Inc. (f/k/a Daleen
Holdings, Inc.).  Shares of Daleen's Common Stock, par value $0.01
per share, are no longer quoted on the OTC Bulletin Board, and the
registration of Daleen's Common Stock, Daleen's only class of
securities registered under the Securities Exchange Act of 1934,
as amended, was terminated. As a result, Daleen will cease to file
periodic reports with the Securities and Exchange Commission under
the Exchange Act.

Simultaneous with the above transactions, Holdings completed its
acquisition of Protek Telecommunications Solutions Limited, a UK-
based international software solutions group with operations
across Europe, the Middle East and Africa. The companies' combined
operations create a larger, global organization with more than 90
customers in forty countries, and an expanding portfolio of
billing and operational support systems.

                          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.


DAVIS PRESERVATION: Secured Creditors Get Okay to Auction Assets
----------------------------------------------------------------
The Honorable James B. Haines of the U.S. Bankruptcy Court for the
District of Maine granted in part the motion of Fortune Capital
and MELCO Limited Liability Company to dismiss the bankruptcy
proceeding of Davis Preservation Group, LLC, filed on Sept. 13,
2004.

The Court modified the automatic stay imposed by 11 U.S.C. 362(a)
to permit the creditors to conduct a public sale of the Debtor's
real property located at 178 Woodville Road in Falmouth.

Fortune Capital and Melco Limited convinced the Court that the
Debtor filed the case in bad faith and there is no business to
reorganize.   

                  Davis Preservation's Estate
     
The creditors claim that the only property of the Debtor is the
residence located at 178 Woodville Road in Falmouth.  The premises
is assessed at $626,000 and has a fair market value of no more
than $1 million.  The property is encumbered by mortgage liens in
excess of $1,161,100 in favor of the creditors.

                    Prepetition Secured Debt
       
In July of 2003, the Debtor executed and delivered to Fortune
Capital a promissory Note in the original principal amount of
$605,000.  At the same time, the Debtor entered into a credit
agreement with MELCO Limited in the original principal amount of
$750,000.

To secure its obligation, Davis Preservation granted Fortune
Capital a first mortgage lien upon its property in Falmouth and a
second mortgage lien upon the property to MELCO Limited.   

             Debtor's Opposition to Case Dismissal
   
According to Davis Preservation, the secured lenders are engaged
in a predatory campaign to loot the Debtor's estate.   

The Debtor further refutes the lenders' claim that they have only
one asset involved in this reorganization and it discloses that
the lenders' have over $4.6 million in security.

The Court set Oct. 25, 2004, to consider the Debtor's opposition.

Headquartered in Falmouth, Maine, Davis Preservation Group LLC,
filed for chapter 11 protection on September 13, 2004 (Bankr. D.
Maine Case No. 04-21464).  Thomas A. Grossman, Esq., at Brookline,
Massachusetts represents the Debtor in its reorganization.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts of over $1 million.


DIGITALNET INC: Extends Cash Tender Offer for Sr. Debt to Oct. 25
-----------------------------------------------------------------
DigitalNet, Inc., a wholly owned subsidiary of DigitalNet
Holdings, Inc. (Nasdaq: DNET), has extended its previously
announced cash tender offer for any and all of its outstanding 9%
Senior Notes due 2010 (CUSIP No. 25389FAB0), which was commenced
on Sept. 22, 2004, will now expire at 12:00 noon, New York City
time, on Monday, Oct. 25, 2004, unless further extended or earlier
terminated. The Total Consideration (as defined in the Offer) will
be determined as of 10:00 a.m., New York City time, on Thursday,
Oct. 21, 2004, unless otherwise modified.

As of 5:00 p.m. on Oct. 5, 2004, DigitalNet had received tenders
of Notes and deliveries of related consents from holders of
approximately 99% of the outstanding Notes. DigitalNet plans to
accept for payment any Notes validly tendered and not previously
withdrawn shortly following the Expiration Time and simultaneously
with the consummation of the acquisition of DigitalNet Holdings,
Inc. by BAE Systems North America Inc., as announced on Sept. 11,
2004. DigitalNet plans to settle the tender offer and the related
consent solicitation shortly after the acceptance of the Notes for
payment. In addition to certain other customary conditions, as
described in the Offer, DigitalNet's tender offer is contingent
upon the consummation of the acquisition, and this extension of
the Expiration Time is based upon DigitalNet's current
expectations of the earliest possible closing date for the
acquisition.

As reported in the Troubled Company Reporter on Sept. 24, 2004, in
conjunction with the tender offer, DigitalNet is soliciting the
consent of holders of at least a majority in aggregate outstanding
principal amount of the Notes to amendments to the indenture under
which the Notes were issued. If adopted, the amendments would
eliminate substantially all of the restrictive covenants and
certain events of default contained in the indenture.

Wachovia Securities and Banc of America Securities LLC are the
Dealer Managers and Solicitation Agents for the tender offer and
consent solicitation. Questions regarding the terms of the tender
offer or consent solicitation should be directed to:

      Wachovia Securities
      Telephone: (704) 715-8341
      Toll-free: (866) 309-6316

            -- or --

      Banc of America Securities LLC
      Telephone: (212) 847-5834
      Toll-free: 888) 292-0070

The Depositary and Information Agent is Global Bondholder Services
Corporation. Any questions or requests for assistance or
additional copies of documents may be directed to the Information
Agent at (212) 430-3774 or toll-free at (866) 470-3800.

This news release is neither an offer to purchase nor a
solicitation of an offer to sell the Notes. The offer is being
made only by reference to the Offer and the related Letter of
Transmittal and Consent dated Sept. 22, 2004.

                 About DigitalNet Holdings, Inc.
  
DigitalNet Holdings, Inc. -- http://www.digitalnet.com/-- builds,  
integrates and manages enterprise network computing solutions that
provide government organizations with sustainable strategic
business advantages. With more than 30 years of experience,
DigitalNet Holdings, Inc. provides Managed Network Services,
Information Security Solutions and Application Development
Services and Solutions for the U.S. Department of Defense, U.S.
Government civilian agencies and the intelligence community. We
are focused on adding value to our clients by increasing network
reliability, reducing overall network costs, and rapidly migrating
mission critical network computing environments to new
technologies.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 16, 2004,
Moody's has placed the ratings of DigitalNet, Inc., on review for
possible upgrade following the announcement on Sept. 11, 2004,
that BAE Systems North America, Inc., a subsidiary of BAE Systems
plc (senior unsecured rating of Baa1 under review for downgrade,
June 4, 2004), has signed a definitive agreement to acquire
DigitalNet Holdings, Inc., for approximately $600 million,
including the assumption of debt.

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

   * $81.3 million Senior Unsecured Notes due 2010, rated B2;
   * Senior Implied, rated B1;
   * Senior Unsecured Issuer, rated B2.

Moody's review of DigitalNet's debt ratings will focus on the
impact that the transaction would have on DigitalNet's credit
strength, including the potential for BAE Systems North America,
Inc., to legally assume or guarantee DigitalNet's existing senior
subordinated notes. However, absent an outright guaranty or legal
assumption of DigitalNet's debt by BAE Systems North America,
Inc., Moody's will evaluate DigitalNet's credit rating on a stand-
alone basis.

As of June 30, 2004, DigitalNet had $100.3 million of debt
comprised of $81.3 million of senior unsecured notes and
borrowings of approximately $19 million under its $50 million
revolving credit facility (not rated by Moody's). Moody's
anticipates that the acquisition would trigger a change in control
provision in the senior unsecured notes indenture, which would
allow the holders of the notes to require the company to
repurchase all or a portion of the notes. If the senior unsecured
notes are repaid, the ratings will be confirmed and withdrawn.
The company expects the transaction to close in the fourth quarter
of 2004 subject to certain government regulatory reviews and
approvals.


EAGLEPICHER HOLDINGS: Shows $96.5MM Aug. 31 Stockholders' Deficit
-----------------------------------------------------------------
EaglePicher Holdings, Inc. and EaglePicher Incorporated reported
third quarter and first nine months of 2004 financial results and
the filing of its Quarterly Report on Form 10-Q with the United
States Securities and Exchange Commission.

        Third Quarter and First Nine Months of 2004 Results
   
Sales

Net sales increased $16.0 million, or 9.8%, to $179.1 million in
the third quarter of 2004 from $163.1 million in the third quarter
of 2003, and increased $32.8 million, or 6.6%, to $529.2 million
in the first nine months of 2004 from $496.4 million in the first
nine months of 2003.

The sales increase in the third quarter of 2004 was primarily
driven by a $7.8 million, or 20.5%, increase in our Technologies
Business Unit's Power Group Segment related to higher volumes in
our defense and space businesses. In addition, the increase was
driven by a $4.4 million, or 19.1%, increase in our Automotive
Business Unit's Wolverine Segment primarily due to a 16.5% volume
increase, and a $1.7 million, or 8.5%, increase in our Filtration
and Minerals Segment.

The sales increase in the first nine months of 2004 was primarily
driven by a $25.8 million, or 24.7%, increase in our Technologies
Business Unit's Power Group Segment related to higher volumes in
our defense and space businesses. In addition, the increase was
driven by a $12.6 million, or 18.9%, increase in our Automotive
Business Unit's Wolverine Segment, primarily due to a 14.6% volume
increase. These increases were partially offset by a $4.9 million,
or 2.0%, decrease in our Automotives Business Unit's Hillsdale
Segment, due to lower average selling prices and the phase-out of
three specific programs.

Earnings

Operating income decreased $5.7 million, or 45.3%, to $7.0 million
in the third quarter of 2004 from $12.7 million in the third
quarter of 2003, and decreased $14.1 million, or 32.5%, to $29.2
million in the first nine months of 2004 from $43.3 million in the
first nine months of 2003.

Gross margin decreased primarily due to:

   (a) increased steel costs and plant closure costs in our
       Wolverine Segment,

   (b) increased ore mining and energy costs in our Filtration and
       Minerals Segment,

   (c) lower average selling prices, plant restructuring and China
       sourcing start-up costs in our Hillsdale Segment, and

   (d) negative gross margins in EaglePicher Horizon Batteries.

Selling and administrative expenses have increased primarily due
to management infrastructure costs and selling expenses in our
Power Group Segment to support growth in our EaglePicher Horizon
Batteries venture ($0.7 million in the third quarter of 2004 and
$1.7 million in the first nine months of 2004), increased costs to
support the selling activities in our Wolverine Segment, as well
as costs to support global sourcing initiatives, primarily in
China, in our Hillsdale Segment.

Cash Flows and Net Debt

Our net debt (total debt on the balance sheet plus the obligations
of our asset-backed securitization less cash on our balance sheet)
increased $47.8 million to $402.4 million at August 31, 2004 from
$354.6 at November 30, 2003. The increase was primarily due to the
following sources/ (uses) of cash:

     a.  ($14.7) million increase in inventories primarily related
         to an inventory build in our Hillsdale Segment to support
         plant and sourcing restructurings, increases in our
         Wolverine and Power Group Segments to support their sales
         growth, and $3.7 million to build an inventory for
         EaglePicher Horizon Batteries.

     b.  ($13.3) million increase in receivables primarily due to:

         -- overall increased sales growth, and

         -- increases in days sales outstanding in the third
            quarter of 2004 compared to the fourth quarter of
            2003.  

         However, the overall level of days sales outstanding as
         of Aug. 31, 2004 of 51 days is less than the amount as of
         Aug. 31, 2003 of 53 days.

     c.  ($16.8) million increase in production on long-term
         defense contracts where costs are incurred before
         shipments or milestone billings are made and collected.  
         This was primarily driven by:

         -- 24.7% increase in our Power Group Segment's revenues
            in the first nine months of 2004, and

         -- production bottlenecks in the latter stages of certain
            defense contracts which have resulted in the delay of
            certain shipments to customers.

     d.  ($34.3) million for capital expenditures.

     e.  ($14.5) million for the purchase of (a) a controlling
         interest in EaglePicher Horizon Batteries, LLC; we now
         have a 62% controlling interest in this venture, and (b)
         our initial investment and payment of license costs to
         acquire Kokam Engineering Ltd, a Lithium-ion battery
         manufacturer based in Seoul, South Korea.

     f.  ($21.1) million for cash interest expense.

     g.  The above uses were partially offset by $21.1 million
         from proceeds received from the sale of our Environmental
         Sciences & Technology business, as well as cash generated
         from earnings.

      Reconciliation of Net Debt to its GAAP Financial Measure

The following is a reconciliation of our Net Debt to our GAAP
balance sheet as of Nov. 30, 2003, and Aug. 31, 2004 (in millions
of dollars):

                                             Nov. 30,     Aug. 31,
                                                2003         2004
                                             --------     --------
     Current portion of debt on
      our balance sheet......................  $13.3         $3.2
     Long-term portion of debt on
      our balance sheet......................  408.6        392.4
     Obligations of our accounts receivable
      asset-backed securitization............    --          21.1
     Cash on our balance sheet...............  (67.3)       (14.3)
     Net debt................................ $354.6       $402.4

                        About EaglePicher

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

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

At Aug. 31, 2004, EaglePicher Holdings' balance sheet showed a
$96,480,000 stockholders' deficit, compared to a $90,207,000
deficit at Nov. 30, 2003.


ENRON: Judge Gonzalez Allows IBM Claim for $30 Million
------------------------------------------------------
Prior to the Petition Date, Enron Energy Services, Inc., entered
into nine contracts with International Business Machines
Corporation to supply or arrange for the supply of electric power
to various IBM facilities:

    (1) Master Electric Energy Invoice Services & Sales Agreement
        dated February 4, 2000;

    (2) Amended and Restated Transaction Agreement replacing
        Transaction No. 1 effective February 4, 2000, regarding
        IBM's Almaden and Santa Teresa facilities in San Jose,
        California;

    (3) Amended and Restated Transaction Agreement replacing
        Transaction No. 2 effective February 4, 2000, regarding
        IBM's San Jose facility in San Jose, California;

    (4) Transaction Agreement -- Transaction No. 4 -- dated
        February 4, 2000, regarding IBM's Raleigh, North Carolina
        facility;

    (5) Transaction Agreement -- Transaction No. 5 -- dated
        February 4, 2000, regarding IBM's Armonk Learning Center
        facility in Armonk, New York;

    (6) Transaction Agreement -- Transaction No. 6 -- dated
        February 4, 2000, regarding IBM's Armonk Headquarters
        facility in Armonk, New York;

    (7) Transaction Agreement -- Transaction No. 7 -- dated
        February 4, 2000, regarding IBM's Armonk North Castle
        facility in Armonk, New York;

    (8) Transaction Agreement -- Transaction No. 8 -- dated
        February 4, 2000, regarding IBM's East Fishkill and Micrus
        facilities in Hopewell Junction, New York and Poughkeepsie
        facility in Poughkeepsie, New York; and

    (9) Transaction Agreement -- Transaction No. 9 -- dated
        December 29, 2000, regarding IBM's Boulder, Colorado
        facility.

IBM filed eight claims against the Debtors:

    Claim No.    Debtor Entity                      Claim Amount
    ---------    -------------                      ------------
       2034      EESI                                $65,293,062
       1494      Enron Corp.                          65,293,062
       1611      EESI                                 65,293,062
       1612      Enron Corp.                          65,293,062
       9231      Enron Energy Svcs. Operations        65,293,062
       9333      Enron Energy Svcs. LLC               65,293,062
      11365      Enron Energy Svcs. North America     65,293,062
      11565      Enron North America Corp.            65,293,062

In an attempt to recover amounts due and owing for the
postpetition delivery of electric power, EESI, on Dec. 10, 2002,
filed an adversary proceeding against IBM.

To resolve their dispute, EESI and IBM agreed to enter into a
settlement agreement.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure and the Retail Contracts Settlement Protocol, EESI
sought and obtained the Court's approval of the terms of the
Settlement Agreement.

Melanie Gray, Esq., at Weil, Gotshal & Manges, LLP, in New York,
tells the Court that the Settlement Agreement requires:

    (a) IBM to pay the EESI the payments due under the Nine
        Contracts as agreed to by the parties;

    (b) the exchange of mutual releases of obligations with
        respect to the Nine Contracts; and

    (c) the dismissal the Pending Adversary Proceeding.

The Eight Claims will be deemed irrevocably withdrawn with
prejudice and expunged, except for Claim No. 2034 which will be
reduced to $30,000,000 and allowed in the reduced amount.

Ms. Gray points out that the Settlement Agreement is not intended
to address, litigate or resolve other claims pending with the
Debtors.  The Settlement Agreement is also not intended and will
not have any effect of limiting the rights, remedies or defenses
of the litigants in connection with issues asserted in the
adversary proceeding.

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


ENRON CORP: Court Approves Constellation Settlement Pact
--------------------------------------------------------
Enron North America Corp. and Enron Power Marketing, Inc., were
parties to various contracts that provided for the physical or
financial trading of natural gas, electricity, coal, emission
allowances, other commodities and derivatives to Constellation
Energy Source, Inc., Constellation New Energy, Inc.,
Constellation Energy Group, Inc., and BGE Home Products &
Services, Inc.  As a credit support for one or more of the
Contracts, the Debtors and the Four Constellation Entities issued
guaranty agreements and letters of credit.

Melanie Gray, Esq., at Weil, Gotshal & Manges, LLP, in New York,
states that the Debtors and the Four Constellation Entities
reached an agreement to terminate the Contracts and revoke the
Guaranties and Letters of Credit to the extent not already
terminated or revoked and to the extent applicable to the
Contracts.

The Settlement Agreement provides that each:

    (a) claim filed by or on behalf of the Four Constellation
        Entities in connection with the Contracts, will be deemed
        irrevocably withdrawn with prejudice, and to the extent
        applicable expunged and will be disallowed in its
        entirety; and

    (b) liability scheduled by the Debtors on their Schedules of
        Assets and Liabilities related to the Four Constellation
        Entities will be deemed irrevocably withdrawn with
        prejudice, and to the extent applicable, expunged, and all
        Scheduled Liabilities of the Debtors owed to the Four
        Constellation Entities will be disallowed in their
        entirety.

At the Debtors' request and pursuant to the Safe Harbor
Agreements Termination Protocol, Judge Gonzalez approves the
Settlement Agreement.

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


FLINTKOTE COMPANY: Wants Exclusivity Extended through Dec. 23
-------------------------------------------------------------
The Flintkote Company and its debtor-affiliate ask the U.S.
Bankruptcy Court for the District of Delaware to extend, until
Dec. 23, 2004, their exclusive period to file a plan of
reorganization.  The Debtors also seek to extend, until Feb. 21,
2005, their period to solicit acceptances of that plan from their
creditors.

The Debtors explain that their primary objective for seeking
chapter 11 protection is to confirm a joint plan of reorganization
that will create a trust under section 524(g) of the Bankruptcy
Code to fairly and equitably treat the claims of its current and
future asbestos-related personal injury claimants.  The Debtors
face approximately 115,000 asbestos-related personal injury
claims.

The Debtors tell the Court that defining these 155,000 asbestos
claims is central to their restructuring.  This will involve
significant negotiation and litigation, and that takes time.

The Debtors assure the Court that they are closely coordinating
with the Official Committee of Unsecured Creditors and the Futures
Representative to formulate a viable chapter 11 plan that will
satisfactorily address all claims.

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  The Company filed for chapter 11
protection on April 30, 2004 (Bankr. Del. Case No. 04-11300).  
James E. O'Neill, Esq., Laura Davis Jones, Esq., and Sandra G.
McLamb, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub
P.C., represent the Debtor in their restructuring efforts.  When
the Company filed for protection from its creditors, it estimated
debts and assets of more than $100 million.


FOSTER WHEELER: Issues Class B Warrants
---------------------------------------
Foster Wheeler Ltd. (OTCBB: FWLRF) has distributed on a one-to-one
basis the Class B Warrants to the holders of record of the
Company's Common Shares at the close of business on Sept. 23,
2004. The Class B Warrants allow the holders to purchase Common
Shares or, if the approval of the increase in the authorized
Common Shares is not obtained at the shareholder's meeting
scheduled to be held on Nov. 29, 2004, Series B Convertible
Preferred Shares.  Each Class B Warrant becomes exercisable on
Sept. 24, 2005, at an exercise price of $0.4689 per Common Share
issuable and expires at 5:00 p.m. on Sept. 24, 2007. Following the
expiration of the subsequent offering period of its equity-for-
debt exchange offer on Oct. 20, 2004, Foster Wheeler will announce
the precise number of Common Shares for which each Class B Warrant
will become exercisable. The CUSIP number for the Class B Warrants
is G36535113.

The Company is also providing the following additional information
related to securities issued in connection with the exchange
offer, which closed on Sept. 24, 2004.

      Securities Issued in Connection with the Exchange Offer

New Notes

Foster Wheeler LLC issued $141,437,250 of Series A New Notes in
connection with the exchange offer. The New Notes have a maturity
date of Sept. 15, 2011, and an annual coupon rate of 10.359%.
Interest on the Series A New Notes began accruing on Sept. 24,
2004, and is payable semi-annually on March 15 and Sept. 15. The
CUSIP number for the New Notes is 350250AA4.

In addition, $120,000,000 of Series B New Notes were privately
placed with a group of institutional investors. These notes have
substantially identical terms, including the same interest rate,
maturity date, and semi-annual interest payment dates as the
Series A New Notes described above. The Company intends to file a
registration statement with the Securities and Exchange Commission
to offer Series A New Notes that are registered under the
Securities Act and eligible for public trading in exchange for the
privately placed Series B New Notes.

Common Shares

The Company also issued 61,243,146 Common Shares in connection
with the exchange offer. The issuance of these shares raised the
aggregate number of the Company's Common Shares issued as of the
closing of the exchange offer to 102,014,706. The CUSIP for the
Common Shares is G36535105.

Series B Convertible Preferred Shares

The Company also issued 599,850 shares of Series B Convertible
Preferred Shares in connection with the exchange offer. Provided
that the Company's shareholders approve an increase in the number
of authorized shares of Common Shares of the Company at a
shareholder's meeting currently scheduled to be held on Nov. 29,
2004, each share of Series B Convertible Preferred Shares will be
convertible into 1,300 Common Shares. On an as-converted basis,
the Series B Convertible Preferred Shares issued equates to
779,805,198 Common Shares. Voting rights of the holders of the
Series B Convertible Preferred Shares will be on an as-converted
basis. The CUSIP number for the Series B Convertible Preferred
Shares is 35024P201.

Class A Warrants

The Company issued 4,150,014 Class A Warrants to those holders of
the 9.00% Preferred Securities that were tendered into the
exchange offer. The Class A Warrants allow the holders to purchase
Common Shares or, if the approval of the increase in the
authorized Common Shares is not obtained, Series B Convertible
Preferred Shares. Each Class A Warrant becomes exercisable on
Sept. 24, 2005, at an exercise price of $0.4689 per Common Share
issuable, and expires on Sept. 24, 2009. Following the expiration
of the subsequent offering period of its equity-for-debt exchange
offer on Oct. 20, 2004, Foster Wheeler will announce the precise
number of Common Shares for which each Class A Warrant will become
exercisable. The CUSIP number for the Class A Warrants is
G36535121.

      Securities Issued After the Closing of the Exchange Offer

Management and Director Issuances

On Oct. 6, 2004, management was issued 37,674,898 restricted
common share awards in accordance with the Company's Management
Restricted Stock Plan, of which 27,036,920 were in the form of
restricted shares and 10,637,978 were in the form of restricted
share units. One third of the restricted awards vest in the fourth
quarter of 2005, and the balance vest during the fourth quarter of
2006. The restricted shares have immediate voting rights, and the
restricted stock units will give the holders voting rights upon
vesting.

On Oct. 6, 2004, management also was issued options to purchase
43,103 shares of the Company's Series B Convertible Preferred
Shares. If the shareholders affirmatively vote at the
shareholder's meeting to increase the number of the Company's
Common Shares, each such option to purchase a Convertible
Preferred Share would be converted into an option to purchase
1,300 Common Shares. These options have an exercise price of
$609.57 (or $0.4689 per Common Share issuable). One third of the
options vest in the fourth quarter of 2005, and the balance vest
during the fourth quarter of 2006.

On Oct. 6, 2004, the Company's Board of Directors approved:

     (i) the grant of 361,298 restricted share units, and

    (ii) options to purchase 413 Series B Convertible Preferred
         Shares to the Company's non-employee directors.

If the shareholders affirmatively vote at the shareholder's          
meeting to increase the number of the Company's Common Shares,
each such option to purchase a Convertible Preferred Share would
be converted into an option to purchase 1,300 Common Shares. The
options have an exercise price of $609.57 (or $0.4689 per Common
Shares issuable). These non-employee director grants are subject
to the approval of the Company's shareholders, who will vote on
this matter at the shareholders' meeting currently scheduled for
Nov. 29, 2004. If the grants are approved, the options and
restricted share units will vest on Dec. 31, 2005.

At the close of business on Oct. 6, 2004, the Company had an
aggregate of 129,051,626 Common Shares and 599,850 Preferred
Shares issued with full voting rights. On an as-converted basis,
the aggregate number of Common Shares with voting rights
outstanding was 908,856,824.

Foster Wheeler, Ltd., is a global company offering, through its
subsidiaries, a broad range of design, engineering, construction,
manufacturing, project development and management, research, plant
operation and environmental services.

At June 25, 2004, Foster Wheeler Ltd.'s balance sheet showed an
$856,601,000 stockholders' deficit, compared to an
$872,440,000 deficit at December 26, 2003. The Company's pro-
forma financial statements contained in the Prospectus detailing
its recent successful equity-for-debt exchange projects a $400
million reduction in total debt and a concomitant increase in
shareholder equity.


GADZOOKS INC: Inks Pact with Investment Funds to Finance Emergence
------------------------------------------------------------------
Gadzooks, Inc. (OTC Pink Sheets: GADZQ) has reached an agreement
with six investment funds, certain of which are stockholders of
the Company, to backstop a rights offering to provide the funding
for the Company's Chapter 11 Reorganization plan and its exit from
bankruptcy.

Pursuant to the agreement, the Company expects to file a
reorganization plan to be funded by a $25 million back-stopped
rights offering to the Company's existing stockholders in which
these stockholders will be offered the right to purchase newly-
issued shares of common stock in the reorganized company. The six
investment funds have agreed, subject to conditions, to severally
purchase any shares of new common stock issued under the
reorganization plan that holders of existing common stock do not
subscribe to purchase in the rights offering. In exchange for
providing this backstop, the investors will receive warrants to
purchase shares of common stock of the reorganized company
representing 25% of the number of shares offered in the rights
offering. The Company expects to use the proceeds from this
transaction to provide working capital for the reorganized entity
and to fund a distribution to the Company's creditors. The rights
offering and the distribution to creditors will be described in
the reorganization plan and related disclosure statement, which
the Company expects to file later this month with the United
States Bankruptcy Court for the Northern District of Texas.

Jerry Szczepanski, Chairman and Chief Executive Officer of
Gadzooks said, "Over the past 15 months, our employees have worked
hard to transform Gadzooks into a retailer of desirable fashion
brands that has relevance to teenage girls and young women. With
the signing of this deal, we begin the process of emerging from
bankruptcy protection with the kind of balance sheet we need to
grow this concept appropriately. We look forward to working with
these investors and our vendor community to return Gadzooks to
profitability and long-term growth, and we thank them for their
confidence and support."

The Company's emergence from Chapter 11 is contingent upon:

   -- the negotiation and filing of a plan of reorganization that
      is acceptable to the investors;

   -- the confirmation of the plan by the Bankruptcy Court;

   -- the declaration of effectiveness by the Securities and
      Exchange Commission of one or more registration statements
      covering the securities to be issued in the rights offering
      and under the plan of reorganization; and

   -- the consummation of the rights offering.

The Company's emergence from Chapter 11 is also contingent upon
the consummation of an arrangement that provides it with
additional seasonal borrowing capacity prior to emergence. The
Company's ability to reorganize and emerge successfully from
bankruptcy depends upon its ability to successfully complete all
such conditions and is subject to a number of risks and
uncertainties.

The Company was advised in its capital raising activities by
Financo, Inc., and Financo Securities, LLC. The Company's
restructuring advisor is Glass & Associates and its legal counsel
is Akin Gump Strauss Hauer & Feld LLP. The Official Committee of
Equity Security Holders of the Company appointed in the Company's
Chapter 11 proceedings acted as conduit for the Company to
document and structure the investment agreement between the
Company and the six investors and to allow existing equity a means
of preserving their equity ownership of the Company through
participation in the rights offering. Hughes & Luce LLP
represented the Equity Committee.

As reported in the Troubled Company Reporter on Oct. 11, 2004,
Gadzooks sought and obtained an extension of its exclusive
period to file a plan of reorganization through Oct. 31, 2004.
The retailer also secured a concomitant extension of its exclusive
period to solicit acceptances of that plan from creditors through
Jan. 31, 2005.

Headquartered in Carrollton, Texas, Gadzooks, Inc. --
http://www.gadzooks.com/-- is a mall-based specialty retailer  
providing casual apparel and related accessories for youngsters,
between the ages of 14 and 18.  The Company now operates 247
stores in 40 states.  The Company filed for chapter 11 protection
on February 3, 2004 (Bankr. N.D. Tex. Case No. 04-31486). Charles
R. Gibbs, Esq., and Keith Miles Aurzada, Esq., at Akin Gump
Strauss Hauer & Feld, LLP, represent the Debtor in its
restructuring efforts. When the Company filed for protection from
its creditors, it listed $84,570,641 in total assets and
$42,519,551 in total debts.


GALEY & LORD: Committee Hires Kilpatrick Stockton as Counsel
------------------------------------------------------------         
The U.S. Bankruptcy Court for the Northern District of Georgia
gave the Official Committee of Unsecured Creditors of Galey &
Lord, Inc., and its debtor-affiliates permission to employ
Kilpatrick Stockton LLP, as its counsel.

Kilpatrick Stockton will:

    a) render legal advice regarding the Committee's organization,
       duties and power in the Debtors' bankruptcy case;

    b) assist the Committee in its investigation of:

         (i) the acts, conducts, assets, liabilities and financial
             condition of the Debtors,

        (ii) the operation of the Debtors' businesses,  

       (iii) the potential sale of the Debtors' assets,

        (iv) the formulation and analysis of any plan of
             reorganization, and

         (v) other matters relevant to the Debtors' bankruptcy
             cases.

    c) attend meetings of the Committee and meetings with the
       Debtors, their attorneys, and other professionals;

    d) represent the Committee in hearings before the Bankruptcy
       Court;

    e) provide other legal assistance as the Committee may deem
       necessary and appropriate.

Todd C. Myers, Esq., a Partner at Kilpatrick Stockton, is the lead
attorney representing the Committee. Mr. Myers discloses that the
Debtors will reimburse the Firm for all its disbursements,
expenses and any other fees.

Mr. Meyers reports Kilpatrick Stockton's professionals bill:

    Designation               Hourly Rate
    -----------               -----------
    Partner                   $395 - 570
    Counsel                    335 - 355
    Associates                 195 - 280
    Paralegals                 130 - 170

Kilpatrick Stockton does not represent any interest adverse to the
Committee, the Debtors or their estate.

Headquartered in Atlanta, Georgia, Galey & Lord, Inc., a leading
global manufacturer of textiles for sportswear, including denim,
cotton casuals and corduroy, and its debtor-affiliates filed for
chapter 11 protection on August 19, 2004 (Bankr. N.D. Ga. Case No.
04-43098). Jason H. Watson, Esq., and John C. Weitnauer, Esq., at
Alston & Bird LLP, and Joel H. Levitin, Esq., at Dechert LLP,
represent the Debtor in its restructuring efforts. When the Debtor
filed for protection from its creditors, it listed $533,576,000 in
total assets and $438,035,000 in total debts.


GERDAU AMERISTEEL: Sells Common Shares at $4.70 Per Share
---------------------------------------------------------
Gerdau Ameristeel Corporation's registration statement has become
effective under the U.S. Securities Act of 1933 and that it has
obtained a receipt for a final prospectus from Canadian securities
regulatory authorities in connection with its offering of
70 million common shares, of which Gerdau S.A, its parent, will
purchase 35 million common shares and 35 million common shares
will be distributed to the public through an underwriting
syndicate.

The common shares are being sold in the United States and Canada
at a price of $4.70, or Cdn. $5.90, per share.  The total gross
proceeds will be approximately $329 million, or Cdn. $413 million.
If the underwriters exercise their overallotment option in full
(for 5.25 million common shares) and Gerdau S.A., as it has
agreed, purchases an equivalent number of additional common
shares, total gross proceeds will be approximately $378 million,
or Cdn. $475 million.

The proceeds of the offering will be used to finance Gerdau
Ameristeel's previously announced proposed acquisition of certain
assets and working capital of four long steel product mills and
four downstream facilities, which are referred to as North Star
Steel, from Cargill, Incorporated, to fund capital expenditures
and working capital and for general corporate purposes.

Merrill Lynch, Pierce, Fenner & Smith Incorporated and BMO Nesbitt
Burns Inc. are acting as joint book-running managers for the
public offering in the United States and Canada.  CIBC World
Markets Corp., J.P. Morgan Securities Inc. and Morgan Stanley &
Co. Incorporated are acting as underwriters.

The common shares commenced trading on the New York Stock Exchange
on Friday under the symbol GNA.  The offering is expected to close
tomorrow, October 20, 2004.

For more information on the offering or to obtain a copy of the
prospectus relating to this offering, contact:

         Merrill Lynch
         World Financial Center
         250 Vesey St.
         New York, NY 10080

            -- or --

         Merrill Lynch
         181 Bay Street, Suite 400
         Toronto, Ontario M6G 2S9

            -- or --

         BMO Nesbitt Burns
         1 First Canadian Place, 4th Floor,
         Toronto, Ontario M5X 1H3.

Gerdau Ameristeel Corporation is the second largest minimill steel
producer in North America with annual manufacturing capacity of
over 6.4 million tons of mill finished steel products.  Through
its vertically integrated network of 11 minimills (including one
50%-owned minimill), 13 scrap recycling facilities and
32 downstream operations, Gerdau Ameristeel primarily serves
customers in the eastern half of North America.  The company's
products are generally sold to steel service centers, fabricators,
or directly to original equipment manufacturers for use in a
variety of industries, including construction, automotive, mining
and equipment manufacturing.  Gerdau Ameristeel's common shares
are traded on the Toronto Stock Exchange under the symbol GNA.TO.

As reported in the Troubled Company Reporter on Oct. 11, 2004,
Moody's Investors Service placed the ratings of Gerdau Ameristeel
Corporation under review for possible upgrade in response to much-
improved steel market conditions and the company's announcement of
a common share offering, which, if successful, will finance the
acquisition of certain assets of North Star Steel from Cargill,
Incorporated.  Moody's review will likely continue until the
conclusion of the later of the share offering and the North Star
acquisition.

The ratings were placed under review for possible upgrade:

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

   * senior implied rating -- B1, and

   * senior unsecured issuer rating -- B3.


As reported in the Troubled Company Reporter on Oct. 08, 2004,
Standard & Poor's Ratings Services raised its corporate credit
rating on Gerdau Ameristeel Corp. to 'BB-' from 'B+'.

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

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


GROUPE BOCENOR: Posts $11.8 Million Net Profit From June to Aug.
----------------------------------------------------------------
For the three-month period ended August 31, 2004, Groupe Bocenor
Inc. (ticker symbol GBO/TSX) recorded net earnings of
$11.8 million or 21 cents per share compared to a net profit of
$0.9 million or 2 cents per share in the prior year.  Included in
this quarter's results is a one-time pre-tax gain of $18.1 million  
(net 21 cents per share) related primarily to the financial
restructuring that was concluded in the period.

Sales of $36.6 million showed a 4.5% decrease to the same period
last year which management attributes primarily to the notice of
intent to file a proposal under the Bankruptcy and Insolvency Act
on June 11, 2004, and the resultant market uncertainty and
disruption in the supply chain.  Immediately following the filing
most vendors changed the terms of supply to a COD basis and this
created some supply disruptions while the Company adjusted to
these new conditions.  The resultant effect was a drop in service
levels that compounded the uncertainty with our customers.  Sales
in Canada of $29.3 million were 1.7% lower than the prior year and
sales into the USA of $7.4 million were 14.1% less.

Earnings before depreciation, amortization, interest and income
taxes amounted to $2.2 million compared to last year of
$3.7 million.  This was partly due to the decline in the sales
level but a further $0.6 million was attributable to increased
costs as a result of the filing.  Other financial expenses showed
an increase of $0.2 million where a foreign exchange loss of
$0.3 million compared to a gain of $0.1 million last year.  The
unusual items of $18.1 million represent the gain from the
write-down of the long-term debt and the forgiveness of the trade
debt by the creditors following the July 14 acceptance of the
Company's proposal.  The reported gain has been netted against the
professional costs associated with the filing and a $1.5 million
provision for the future restructuring of certain of the Company's
assets and product lines.

Sales for the first half of $67.6 million were 0.7% better than
for the same period last year.  Canadian sales of $54.2 million
showed an increase of 3.0% and sales in the USA of $13.4 million
were 7.6% lower.  Approx. one half of the latter can be attributed
to the effect of the stronger Canadian dollar.  EBITDA of
$2.8 million for the six months compares to $5.0 million for the
prior year.  Since the non-recurring item was recorded in the
second quarter, the Company posted net earnings of $11.1 million
or 20 cents per share, compared to net earnings of $0.3 million or
1 cents per share in the corresponding period of the previous
year.

Following the notice of intent to file under the Bankruptcy and
Insolvency Act on June 11, a meeting of the unsecured creditors
was held on July 14 where the Company's proposal to offer
$5 million (approx. 23 cents per dollar) was approved by over 99%
of the creditors. $3.5 million is payable on October 31, 2004 and
$1.5 million on June 30, 2005.  This proposal was ratified by the
Superior Court of Quebec on August 5, 2004.

On August 31, 2004 the Company completed its refinancing with an
injection of $14 million of new equity from its 2 primary
shareholders (the Wood family and the Quebec Solidarity Fund FTQ);
a long term loan of  $12 million was concluded with a new
financial institution as well as the assumption of the operating
loan by the same lender.  The result of this was to reduce the
long-term debt by $22.0 million from a level of $35.1 million at
February 28, 2004 to $13.1 million at August 31, 2004.  At the
same time the shareholder's equity was increased by $27.9 million
to a net value of  $27.4 million on August 31, 2004.

"This financial year has been a difficult period for the Company,
for its employees, its customers and its creditors" stated Chris
Southey, President and CEO.  "We do thank them and appreciate
their support and understanding.  Having concluded the refinancing
in a relatively short period of time, the Company has a much
stronger balance sheet that will give it a solid foundation for
future growth and investment.  In the short-term we need to
reestablish the confidence of our customer base by improving
service levels, which suffered during the process.  Our immediate
strategies are to reduce our operating costs by productivity
increases and the strategic investment in new equipment, the
rationalization of some of our product lines and growing our sales
and manufacturing capacity to properly service the potential both
the market and our customer base offer."

Groupe Bocenor, Inc., is a manufacturer and distributor of a
complete line of windows and doors.  The company sells its
products in Quebec, the Maritimes, Ontario and U.S.A, under the
Bonneville Windows and Doors and Polar Windows and Doors trade
marks.  The Multiver division manufactures sealed units and
commercial glass.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 09, 2004, the
Superior Court of Quebec has ratified Groupe Bocenor, Inc.'s
proposal to its unsecured creditors on June 11, 2004 pursuant to
the Bankruptcy and Insolvency Act of Canada, which was approved by
the creditors on July 14, 2004.


HAYES LEMMERZ: Vice President James Stegemiller Retires
-------------------------------------------------------
Hayes Lemmerz International, Inc. (Nasdaq: HAYZ) said that James
Stegemiller has decided to retire from his position as Vice
President - President of the Company's North American Wheel
Group, effective November 1, 2004.

"I would like to thank Jim for the significant role he has played
since he joined the Company in October 2001," said Curtis Clawson,
President, CEO and Chairman of the Board.  "Jim played a very
important role in the Company's reorganization, successfully
leading our North American wheel business through a significant
turnaround over the term of his three-year agreement with the
Company.  He was a champion of many continuous improvement
initiatives, which had a meaningful impact on his operations.  He
will be missed in the wheel business but all of us at Hayes
Lemmerz wish him well."

At this time, Edward W. Kopkowski, 42, will assume responsibility
for the North American Wheel Group.  He will also continue in his
role as President of Hayes Lemmerz' Commercial Highway and
Aftermarket Group and Operational Excellence.

Mr. Kopkowski joined Hayes Lemmerz in 2002 as Vice President of
Operational Excellence.  Prior to Hayes Lemmerz, Mr. Kopkowski
served as Founder and President of Kopko Associates, Ltd., a
consulting firm.  Previous to that, Mr. Kopkowski was Vice
President of Modular Products and Operating Excellence at
Pilkington PLC (formerly Libbey-Owens-Ford) in Toledo, Ohio.
Additionally, he was Plant Manager at Bosch Braking Systems
machining and assembly plant in Ashland, Ohio.  Before that, Mr.
Kopkowski served in a variety of management roles in operations
and engineering, at AlliedSignal Braking Systems and, earlier in
his career, Bendix Automotive Brake Systems, in both South Bend,
Indiana and St. Joseph, Michigan.

Mr. Kopkowski received his Bachelor of Science degree in
mechanical engineering from Purdue University in West Lafayette,
Indiana, and his Master of Arts degree in management from
Nazareth College in Kalamazoo, Michigan.  He is also a licensed
Professional Engineer in the State of Michigan, an ASQ Certified
Quality Engineer and functioned as a Leadership Six Sigma Master
Black Belt.

"Ed is the right person to assume this role at this time," said
Mr. Clawson.  "He brings a unique blend of a focused operational
excellence background with a tremendous amount of manufacturing
savvy.  The transition should be seamless." (Hayes Lemmerz
Bankruptcy News, Issue No. 54; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


HAYMOND NAPOLI DIAMOND PC: List of 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Haymond Napoli Diamond, PC, released a list of its 20 Largest
Unsecured Creditors:

    Entity                         Nature Of Claim  Claim Amount
    ------                         ---------------  ------------
John Haymond                       Judgment           $2,390,655
999 Asylum Avenue
Hartford, Connecticut 06105

Andrew F. Napoli                   Wages & Loan         $552,100
1608 Walnut Street, Suite 1400
Philadelphia, Pennsylvania 19103

David S. Berman                    Wages & Loan         $552,100
1608 Walnut Street, Suite 1400
Philadelphia, Pennsylvania 19103

Jack S. Bernstein                  Wages & Loan         $552,100
1608 Walnut Street, Suite 1400
Philadelphia, Pennsylvania 19103

Scott E. Diamond                   Wages & Loan         $552,100
1608 Walnut Street, Suite 1400
Philadelphia, Pennsylvania 19103

Robert Hochberg                    Wages                $352,100
1608 Walnut Street, Suite 1400
Philadelphia, Pennsylvania 19103

Verizon Yellow Pages               Advertising          $240,581

Conrad O'Brien Gellman & Rohn      Legal                $161,599

Yellow Book USA                    Advertising          $137,491

XO Communications                  Telephone Services    $38,827

McKissock & Hoffman, P.C.          Legal                 $31,623

Robert Bembry, Esq.                Legal                 $20,000

WTFX FOX TV                        Advertising           $16,108

Nihill & Riedley, P.C.             Accounting            $10,490

Arthur Hanamirian, Esq.            Legal                 $11,825

Esquire Deposition Services        Depositions            $7,265

Lexis Nexis                        Research Services      $6,235

Hepburn Willcox Hamilton & Putnam  Legal                  $5,963

Needleman Management               Rent                   $4,694

Paetec Communications              Telephone Service      $4,043


Headquartered in Cherry Hill, New Jersey, Haymond Napoli Diamond,
PC, is a five-lawyer law firm with offices in New Jersey,
Pennsylvania and Connecticut, representing plaintiffs in personal
injury cases.  The Company filed for chapter 11 protection on
September 27, 2004 (Bankr. D. N.J. Case No. 04-40905).  Benjamin
Reich, Esq., at Pace, Reich P.C., represents the Company in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated assets of less than $100,000 and debts
of over $1 million.


HEALTH & NUTRITION: Files Chapter 11 Petition in S.D. Florida
-------------------------------------------------------------
Health & Nutrition Systems International Inc. (OTC Bulletin Board:
HNNS) has filed a Chapter 11 petition in the United States
Bankruptcy Court for the Southern District of Florida. The Company
is currently developing a plan of reorganization that will be
submitted to the court for approval.

The Company also announced it had entered into an Asset Purchase
Agreement with TeeZee, Inc., which has agreed to serve as the
stalking horse bidder for the operations of its main business.
TeeZee is a Florida-based company that was formed by Christopher
Tisi, who currently is an employee of HNNS and was formerly its
Chief Executive Officer and one of its Directors.

Under the terms of the Asset Purchase Agreement, TeeZee Inc. has
offered to acquire substantially all of the assets of HNNS, in
exchange for total consideration of $2,285,000, consisting of a
cash payment of $350,000 and the assumption of approximately
$1,935,000 of the debt of HNNS. If the plan is confirmed, and the
sale takes place, the proceeds will be used by the Company to
identify and facilitate its entry into a more profitable line of
business, either through a merger or otherwise, with the goal of
providing shareholders of HNNS with greater opportunity for long-
term share appreciation.

As reported in the Troubled Company Reporter on Sept. 28, 2004,
the Company disclosed in its recent Form 10-Q filing that they
were evaluating the advisability of seeking protection under the
bankruptcy laws.

Health & Nutrition Systems International Inc. (OTC Bulletin Board:
HNNS) develops and markets weight management products in over
25,000 health, food and drug store locations. The Company's
products can be found in CVS, GNC, Rite Aid, Vitamin Shoppe,
Vitamin World, Walgreens, Eckerd and Wal-Mart. The Company's HNS
Direct division distributes to independent health food stores,
gyms and pharmacies. For more information, visit:
http://www.hnsglobal.com/


HOLLINGER INT'L: Completes Sale of Hotel Interest to Donald Trump
-----------------------------------------------------------------
Donald J. Trump and Hollinger International Inc. (NYSE: HLR)
reported that their organizations completed the sale to Trump of
Hollinger International's interest in the real estate joint
venture that is currently developing Trump International Hotel &
Tower at 401 North Wabash Street.  The site is the former
headquarters of The Chicago Sun-Times.  The terms of the completed
transaction are consistent with the agreement initially announced
by Trump and Hollinger International on June 24, 2004.

With the closing of the transaction, Trump now has full ownership
of the property and the highly anticipated project to be built
along the Chicago River just off of Michigan Avenue.

Donald J. Trump, Chief Executive Officer of The Trump
Organization, said, "It has been a great honor to have been
partners with Hollinger International and I want to thank them for
helping to make this project such a great success.  I am truly
excited by the opportunity to develop a building in Chicago with a
great location, world-class design by Skidmore Owings & Merrill,
and the best in amenities.  When completed, Trump International
Hotel & Tower will be one of the finest buildings anywhere in the
world, in what is long considered to be the best location in
Chicago."

Sales for Trump International Hotel & Tower have set records since
the project was announced in September 2003, with over
$500 million worth of units sold to date.  The 2.6 million square
foot, 90-story tower has 461 residences and 227 hotel
condominiums, in addition to a 60,000 square foot health club and
spa, two ballrooms, a conference center, retail shops, over 1,000
indoor parking spaces and a 1.2 acre riverwalk park.

The staff of The Chicago Sun-Times moved last week to its new
headquarters in Chicago's Apparel Center at 350 North Orleans.
    
                          About Trump

Donald J. Trump established The Trump Corporation in 1974 as the
umbrella organization for all of his real estate developments and
other corporate affiliates.  No other real estate company has
established the international brand identity that Trump has
created.  In addition to being the largest developer in New York,
Mr. Trump is currently developing residential, hotel and golf club
projects in Miami, Los Angeles, Westchester, Toronto, Phoenix, Las
Vegas, the Caribbean and Bedminster, New Jersey.

                 About Hollinger International

Hollinger International Inc. is a newspaper publisher with
English-language newspapers in North America, Israel and Canada.  
Its assets include The Chicago Sun-Times and a large number of
community newspapers in the Chicago area, The Jerusalem Post and
The International Jerusalem Post in Israel, several local
newspapers in Canada, a portfolio of new media investments, and a
variety of other assets.
    
                         *     *     *

As reported in the Troubled Company Reporter on August 6, 2003,
Moody's Investors Service changed the rating outlook on Hollinger
International Publishing, Inc., to positive from stable and has
withdrawn other ratings. Details of this rating action are:

Ratings withdrawn:

   * $45 million Senior Secured Revolving Credit Facility, due
     2008 -- Ba2

   * $210 million Term Loan "B", due 2009 -- Ba2

   * $300 million of 9% Senior Unsecured Notes, due 2010 -- B2

Ratings confirmed:

   * Senior Implied rating -- Ba3
   * Issuer rating -- B2

The outlook is changed to positive.


ICG COMMS: Stockholders Approve Merger with Joint Venture
---------------------------------------------------------
ICG Communications, Inc. (OTCBB: ICGC), a business communications
company that specializes in converged voice and data services,
said its stockholders approved a definitive merger agreement with
MCCC ICG Holdings LLC, a joint venture between Columbia Capital
and M/C Venture Partners. The merger remains subject to the
satisfaction of conditions precedent set forth in the merger
agreement. In the merger, ICG's stockholders will receive $0.75 in
cash for each share of ICG's common stock held by them when the
merger closes.

                      About Columbia Capital
    
Columbia Capital is a premier private equity firm focused
exclusively on the communications and information technology
industries, investing in both emerging service providers and
innovative, next generation technologies. Columbia Capital has
invested in more than 60 communications and technology companies
since 1989 and currently manages approximately $1.4 billion.
Columbia Capital is located in Alexandria, Virginia. Additional
information about Columbia Capital can be found at
http://www.colcap.com/ Contact John T. Siegel, Jr. regarding the  
above transaction at http://www.colcap.com/

                   About M/C Venture Partners

M/C Venture Partners is recognized as one of the leading venture
capital investors in the communications and IT industries. The
firm has invested in telecommunications segments for over 20 years
and has actively invested in the CAP and CLEC industries for over
a decade. M/C Venture Partners manages over $1 billion in
committed capital, with the nation's largest state and corporate
pension funds, prominent university endowments, private trusts and
strategic financial institutions as limited partners. The firm has
offices in Boston, London and San Francisco. Contact Peter H.O.
Claudy regarding the above transaction at
http://www.mcventurepartners.com/

                            About ICG
    
ICG Communications, Inc. (OTCBB: ICGC) is a business
communications company that specializes in converged voice and
data services. ICG has a national footprint and extensive
metropolitan fiber serving 24 markets. ICG products and services
include voice and Internet Protocol (IP) solutions including
VoicePipeT, voice services, dedicated Internet access (DIA) and
private line transport services. ICG provides corporate customers
and other carriers with flexible and reliable solutions. For more
information about ICG Communications, visit the company's Web site
at http://www.icgcomm.com/

                          *     *     *

In its Form 10-Q for the quarterly period ended June 30, 2004,
filed with the Securities and Exchange Commission, ICG
Communications reports a decline of revenues and significant
erosion of cash reserves and expects to continue to generate
operating losses raising substantial doubt on its ability to
continue as a going concern. The Company has encountered
difficulties in obtaining third party financing on commercially
reasonable terms. Based on its extensive efforts since February
2004 to locate a strategic partner, the Company does not believe
there is likely to be any transaction proposed as an alternative
to a Merger between ICG and MCCC ICG Holdings LLC, a joint venture
between Columbia Capital and M/C Venture Partners. Based on its
negative cash flow, its liquidity and its historical difficulties
in obtaining third party financing, the Company will very likely
need to file for bankruptcy protection and secure debtor-in-
possession financing if the Merger is not approved by its
stockholders and completed.

ICG Communications, Inc., and its debtor-affiliates filed for
chapter 11 protection on Nov. 14, 2000 (Bankr. Del. Case Nos. 00-
04238 through 00-04263) and emerged under a confirmed chapter 11
plan on October 10, 2002. David S. Kurtz, Esq., and Gregg M.
Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom L.L.P.,
represented the Debtors in their restructuring.


ICON HEALTH: S&P Puts B+ Corporate Credit Rating on Watch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on home fitness equipment manufacturer ICON Health &
Fitness Inc. on CreditWatch with negative implications.

"The CreditWatch placement is based on lower equipment sales
trends and margin pressures because of increased commodity prices,
which are unlikely to abate soon," said Standard & Poor's credit
analyst Andy Liu.

Based in Logan, Utah, ICON is the largest U.S.  manufacturer and
marketer of home health and fitness equipment, which is sold
through multiple distribution channels.  Fitness brands owned by
the company include NordicTrack, Weider, Pro-Form, Healthrider,
and others.  As of Aug. 28, 2004, total debt outstanding was
$334.6 million.

In resolving the CreditWatch, Standard & Poor's will meet with
ICON's management to assess the company's near-term outlook,
including restructuring and other operating issues.


INTEGRATED HEALTH: Court Okays Interim Distribution to 2 Classes
----------------------------------------------------------------
IHS Liquidating, LLC, sought the United States Bankruptcy Court
for the District of Delaware's permission to make interim
distributions to the holders of allowed claims in Classes 4 and 6
under the Plan.

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

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

                          *     *     *

While IHS Liquidating, LLC, believes that neither C. Taylor
Pickett, Daniel Booth, and Ronald Lord -- the IHS Debtors' former
officers -- nor Abe Briarwood Corporation has a legitimate basis
for objecting to its request to make Interim Distribution, IHS
Liquidating wants to ensure that if these objections are filed,
the matter can be fully briefed in advance and prepared for
presentation on the November 15, 2004, hearing on the Request.

IHS Liquidating asks the Court enter a scheduling order which,
inter alia, directs that:

   (1) objections to the Interim Distribution Request by any
       party-in-interest will be served on IHS Liquidating and
       the Post-Confirmation Committee and filed with the Court
       no later than October 15, 2004; and

   (2) if timely objections to the Interim Distribution Request
       are filed, then IHS Liquidating will have until
       November 4, 2004, to file its reply.

In addition, if issue is joined, IHS Liquidating will require
discovery, including third-party discovery, to prepare for the
November hearing.  If issue is not joined, IHS Liquidating will
not take discovery.

Should discovery be necessary, IHS Liquidating suggests an
expedited discovery schedule that will authorize:

   (a) IHS Liquidating to serve its deposition notices and
       accompanying document production requests immediately; and

   (b) the parties to commence discovery on October 18, 2004.

IHS Liquidating also intends to focus its discovery requests to
the extent possible so as to:

   (i) depose witnesses with direct knowledge of the issues;
       and

  (ii) limit its document requests to documents directly related
       to the issues.

In connection with Briarwood's claims, IHS Liquidating proposes to
depose and take document from one or more of the eight witnesses,
who have knowledge of information that directly relates to
Briarwood's claims:

   (1) Rubin Schron;

   (2) Murray Forman;

   (3) Uri Kaufman, former Briarwood president;

   (4) Harry Grunstein, the current Briarwood president;

   (5) W. Bradley Bennet, former IHS Chief Financial Officer;

   (6) Sean Nolan, former IHS Senior Vice President Corporate
       Controller;

   (7) Matthew Box, IHS former Senior Vice President of Finance
       & Treasurer; and

   (8) Mark Fulchino, IHS former Senior Vice President for Tax
       & Payroll Services.

Rubin Schron formed Briarwood for the sole purpose of purchasing
substantially all of the IHS Debtors' business.  He still directly
or indirectly controls Briarwood.

Mr. Brady informs the Court that Mr. Schron was involved in much
of the negotiating and decision making for the Stock Purchase
Agreement.  Moreover, Mr. Schron and the Schron Group provided the
financing for Briarwood's purchase and acquired certain of the
purchased assets immediately after the sale to Briarwood.

Similarly, Mr. Kaufman was the president of Briarwood during the
entire period through and including the closing date under the
Stock Purchase Agreement and was the individual responsible for
executing all of the amendments and closing documents relevant to
the matters in dispute.  Mr. Grunstein is the current president of
Briarwood who was presumably responsible for directing Briarwood's
counsel to make an informal demand for purchase price adjustments
due to alleged breaches of the Stock Purchase Agreement.

Murray Forman of Metcap Securities, LLC, is an outside financial
consultant who was retained by Mr. Schron and the Schron Group to
analyze the proposed Briarwood acquisition of the IHS Debtors'
business.  Mr. Forman was also integrally involved in negotiating
the Stock Purchase Agreement on behalf of Briarwood and served as
Briarwood's witness at the sale auction and at the Confirmation
Hearing.

Messrs. Bradley, Nolan, Box, and Fulchino are key Former IHS
Debtors' employees, who were intimately involved in negotiating
the Stock Purchase Agreement on behalf of the IHS Debtors.  
Effective August 31, 2003, each of the Former Employees ended
their employment with IHS and became employed by THI of
Baltimore, Inc., which had entered into an agreement with
Briarwood to lease Briarwood's newly acquired nursing home and to
continue to employ most of the IHS Debtors' remaining corporate
employees.

In connection with the indemnity claims asserted by Messrs.
Pickett and Booth, IHS Liquidating also proposes to depose and
take documented production from Don G. Angell, Mr. Pickett and
Mr. Booth.  IHS Liquidating believes that they have information
that directly relates to the Former Officers' claims.  Although
Mr. Angell did not negotiate any aspect of his sale agreement
directly with Messrs. Pickett or Booth, IHS Liquidating believes
that through information that will be elicited at Mr. Angell's
deposition, it will be able to establish that Mr. Angell has no
claim against Messrs. Pickett or Booth.

Furthermore, IHS Liquidating contends that through the depositions
of Messrs. Pickett and Booth, it will be able to show that there
is absolutely no basis under which either of them would have an
indemnifiable claim against the IHS Debtors.

                          *     *     *

Judge Walrath grants IHS Liquidating's request.  Judge Walrath
emphasizes that if Briarwood files an objection to the Interim
Distribution Request, IHS Liquidating will be entitled to obtain
discovery from the Briarwood witnesses or deponents and Briarwood
will also be entitled to take discovery of IHS Liquidating,
commencing on October 18, 2004.  However, if Briarwood does not
file any objection, then neither IHS Liquidating nor Briarwood
will be entitled to obtain any discovery.  The Briarwood
Deponents' rights to object to the discovery requests are
preserved.

Messrs. Pickett and Booth agreed to waive any objections to the
Interim Distribution Request.

Headquartered in Owings Mills, Maryland, Integrated Health
Services, Inc. -- http://www.ihs-inc.com/-- IHS operates local  
and regional networks that provide post-acute care from 1,500
locations in 47 states. The Company filed for chapter 11
protection on February 2, 2000 (Bankr. Del. Case No. 00-00389).
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the Debtors in their restructuring efforts.  On
September 30, 1999, the Debtors listed $3,595,614,000 in
consolidated assets and $4,123,876,000 in consolidated debts.
(Integrated Health Bankruptcy News, Issue No. 83; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


INTELLIGROUP INC: Names Madhu Poomalil Chief Financial Officer
--------------------------------------------------------------
Intelligroup, Inc., (Nasdaq: ITIGE), a global provider of
strategic IT outsourcing services, has appointed Madhu Poomalil as
its Chief Financial Officer effective immediately. Mr. Poomalil
will be responsible for the Company's worldwide finance and
accounting functions. Mr. Poomalil has been the Chief Financial
Officer of its India operations for the past five years, being
responsible for managing international finance and administration
functions as well as various operational components of the India
operation. Prior to Intelligroup, Mr. Poomalil held various
positions in member firms of Ernst & Young, LLP, D.E. Shaw and ADP
Wilco. Mr. Poomalil is also a Chartered Accountant from the
Institute of Chartered Accountants of India.

The Company's current Chief Financial Officer, David Distel, has
decided to leave the company to pursue other opportunities.

"With Madhu's abilities, experience and historical knowledge of
the Company, we are excited about this appointment and look
forward to moving beyond our recent challenges," commented Arjun
Valluri, Intelligroup's Chief Executive Officer, "at the same
time, we wish Dave the best for the future and thank him for his
contribution."

                       About Intelligroup

Intelligroup, Inc. is a global provider of strategic IT
outsourcing services. Intelligroup develops, implements and
supports information technology solutions for global corporations
and public sector organizations. The Company's onsite/offshore
delivery model has enabled hundreds of customers to accelerate
results and significantly reduce costs. With extensive expertise
in industry-specific enterprise solutions, Intelligroup has earned
a reputation for consistently exceeding client expectations.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 28, the
Company is in default under its revolving credit facility as a
result of the failure to file its Form 10-Q for the 2004 second
quarter in a timely manner, and expects it would also be in
default under certain financial covenants based on likely second
quarter results. The Company is working with its senior lender to
obtain waivers for such defaults. Although the Company believes at
this time that it will obtain waivers of these defaults from the
lender under its revolving credit facility, if the Company cannot
obtain such waivers, the indebtedness outstanding under its
revolving credit facility could be accelerated.


INTERWAVE COMMS: Amends Amalgamation Agreement with Alvarion
------------------------------------------------------------
Alvarion Ltd. (Nasdaq: ALVR) and interWAVE(R) Communications
International, Ltd. (Nasdaq: IWAV - News) have amended the
Amalgamation Agreement between the two companies and interWAVE
shareholders will be asked to approve revised terms. The amended
agreement calls for Alvarion to provide additional interim
financing and to acquire interWAVE for $4.18 per share in cash,
for total consideration of approximately $40.5 million.

interWAVE will be sending revised proxy material to shareholders
for an interWAVE shareholder meeting expected to be held in 6-8
weeks. The amended agreement also calls for the dismissal of the
lawsuit recently filed by interWAVE against Alvarion.

"There are numerous strategic advantages to this combination for
both companies," said Erwin Leichtle, CEO of interWAVE. "We hope
to distribute revised proxy material and hold a shareholder
meeting as soon as possible to approve the revised terms."

Zvi Slonimsky, CEO of Alvarion said, "We continue to believe the
market opportunity is very attractive with excellent growth
potential. Alvarion anticipated reduced cash generation by
interWAVE, increased cash outlay by Alvarion and therefore reduced
the consideration paid in the transaction. We will move
aggressively to integrate the operations, applying our experience
and strong management capabilities immediately after closing. We
believe that the deal will turn accretive sometime during the
third quarter of 2005."

                          About Alvarion
  
With more than 2 million units deployed in 130 countries, Alvarion
is the worldwide leader in wireless broadband providing systems to
carriers, ISPs and private network operators. Leading the WiMAX
revolution, Alvarion has the most extensive deployments and proven
product portfolio in the industry covering the full range of
frequency bands. Alvarion's products enable the delivery of
business and residential broadband access, corporate VPNs, toll
quality telephony, mobile base station feeding, Hotspot coverage
extension, community interconnection, and public safety
communications. Alvarion works with several top OEM providers and
over 200 local partners to support its diverse global customer
base in solving their last-mile challenges.

As a wireless broadband pioneer, Alvarion has been driving and
delivering innovations for over 10 years from core technology
developments to creating and promoting industry standards.
Leveraging its key roles in the IEEE and HiperMAN standards
committees and experience deploying OFDM-based systems, the
company's prominent work in the WiMAX Forum(TM) is focused on
increasing widespread adoption of standards-based products in the
wireless broadband market. For more information, visit
http://www.alvarion.com/

                         About interWAVE

interWAVE Communications International, Ltd. (Nasdaq: IWAV) is a
global provider of compact network solutions and services that
offer the most innovative, cost effective and scaleable network
architectures allowing operators to "reach the unreached."
Interwave's solutions provide economical, distributed networks
that minimize capital expenditure while accelerating customers'
revenue generation. These solutions feature a product suite for
the rapid and simple deployment of end-to-end compact cellular
systems and broadband wireless data networks. Interwave's highly
portable mobile, cellular networks and broadband wireless
solutions provide vital and reliable wireless communications
capabilities for customers in over 50 countries. For more
information, visit http://www.iwv.com/

                          *     *     *

                       Going Concern Doubt

In its Form 10-K for the fiscal year ended June 30, 2004, filed
with the Securities and Exchange Commission, interWAVE(R)
Communications' auditors express substantial doubt in the
Company's ability to continue as a going concern.

The Company has had recurring net losses, including net losses of
$6.7 million, $28.3 million and $64.3 million for the years ended
June 30, 2004, 2003 and 2002, respectively, and the Company also
had net cash used in operations of $5.6 million, $12.9 million,
and $28.8 million for the years ended June 30, 2004, 2003 and
2002, respectively.


J/Z CBO: S&P Upgrades Class B's Rating to 'B+' from 'CCC-'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
B notes issued by J/Z CBO (Delaware) LLC, an arbitrage CBO
transaction originated in 2000, and removed it from CreditWatch
with positive implications, where it was placed June 29, 2004.  At
the same time, the rating on the class A notes is affirmed and
removed from CreditWatch with negative implications, where it was
placed June 29, 2004.

As a result of a missed interest payment on the class B notes on
the November 2003 payment date, J/Z CBO (Delaware) LLC experienced
an event of default, which had the potential to redirect all
interest and principal cash to the class A notes until paid down
in full.  However, in May 2004, the class A noteholders agreed to
a forbearance of action on the event of default, which allowed
interest payments to be made to the class B noteholders if the
deal satisfies a market value overcollateralization ratio test.
   
        Rating Affirmed And Removed From Watch Negative
                     J/Z CBO (Delaware) LLC
   
                 Rating
       Class   To      From             Balance (mil. $)
       -----   --      ----             ----------------
       A       AA-     AA- /Watch Neg             65.21
     
         Rating Raised And Removed From Watch Positive
                     J/Z CBO (Delaware) LLC
   
                 Rating
       Class   To      From             Balance (mil. $)
       -----   --      ----             ----------------
       B       B+      CCC-/Watch Pos             21.77
     
                    Other Outstanding Rating
    
               Class   Rating    Balance (mil. $)
               -----   ------    ----------------
               C       CC                  23.62
    
Transaction Information

Issuer:              J/Z CBO (Delaware) LLC
Current manager:     David L. Babson & Co. Inc.
                     (Previously Jordan/Zalaznick Advisors)
Underwriter:         Jeffries & Co Inc.
Trustee:             Bank of New York
Transaction type:    Arbitrage CDO
   
       Tranche                        Initial     Current
       Information                    Report      Rating
       -----------                    -------     -------
       Date (MM/YYYY)                 7/2000      10/2004

       Class A note rating            AAA         AA-
       Class A note balance           $108.42mm   $65.21mm
       Class A O/C ratio (min 183%)   199.24%     172.92%
       Class B note rating            A           B+
       Class B notes balance          $21.77      $21.77
       Class B O/C ratio (min 440%)   N.A.        517.87%
       Class C note rating            BBB         CC
       Class C note balance           $19.4mm     $23.62mm
       Class C O/C ratio (min 240%)   N.A.        477.39%
    
     Portfolio Benchmarks                           Current
     --------------------                           -------
     S&P wtd. avg. rating (excl. defaulted)         B
     S&P default measure (excl. defaulted)          4.82%
     S&P variability measure (excl. defaulted)      3.07%
     S&P correlation measure (excl. defaulted)      1.05%
     Oblig. rtd. 'BBB-' and above                   2.06%
     Oblig. rtd. 'BB-' and above (excl. defaulted)  20.16%
     Oblig. rtd. 'B-' and above (excl. defaulted)   79.84%
     Oblig. rtd. CCC (excl. defaulted)              20.16%
     Oblig. carried as defaulted by trustee         35.84%
    
                      N.A. - Not available
   
For information on Standard & Poor's CDO Portfolio Benchmarks and
Rated Overcollateralization -- ROC -- Statistic, see "ROC Report
October 2004," published on RatingsDirect, Standard & Poor's Web-
based credit analysis system, and on the Standard & Poor's Web
site at http://www.standardandpoors.com/ Go to "Credit Ratings,"  
under "Browse by Business Line" choose "Structured Finance," and
under Commentary & News click on "More" and scroll down to the
desired articles.


JAPAN PACIFIC: Case Summary & 53 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Japan Pacific Trading Corporation
        305 West Broad Street
        Groveland, Florida 34736

Bankruptcy Case No.: 04-11049

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Florida Select Citrus, Inc.                04-11050
      American Mercantile Corporation            04-11052

Chapter 11 Petition Date: October 7, 2004

Court: Middle District of Florida (Orlando)

Judge: Karen S. Jennemann

Debtors' Counsel: R. Scott Shuker, Esq.
                  Gronek & Latham LLP
                  P.O. Box 3353
                  Orlando, FL 32802
                  Tel: 407-481-5800
                  Fax: 407-481-5801

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

A. Japan Pacific Trading Corp.'s 13 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Tina Finkler                  Guaranty of Loan        $1,650,000
c/o Roy Kobert                to Y Tominaga
Broad and Cassel
P.O. Box 4961
Orlando, FL 32802-4961

A P Orchids Co. Ltd.          Trade Debt              $1,512,217
111/1 Moo 1 Petchkasem
88 N. Bangkae, Bangkok
Thailand 10160

Costa Nursery Farms           Guaranty of Trade         $250,130
22290 SW 162nd Street         debt of American
Goulds, FL 33170              Mercantile Corp.

Chiu Associates LP            Guaranty of Loan          $250,000
                              to Y Tominaga

Sung-Ho Industrial Co.        Trade Debt                $240,794

Taisuco De Costa Rica         Trade Debt                 $26,640

Los Volcanes Chile Ltd.       Trade Debt                 $20,466

First Bankcard                Credit Card                $11,061

First Bankcard                Credit Card                 $5,817

Capital One                   Credit Card                 $1,396

A J Arango                    Trade Debt                    $749

M H Brokerage                 Trade Debt                    $578

Robert Lyo                    Loan                       Unknown

B. Florida Select Citrus' 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Tina Finkler                  Guaranty of loan to     $1,650,000
c/o Roy Kobert                Y Tominaga
Broad and Cassel
P.O. Box 4691
Orlando, FL 32801

Hesco                         Trade Debt                $389,910
SR 540, P.O. Box K
Waverly, FL 33877

Costa Nursery Farms           Guaranty of trade         $250,130
22290 SW 162nd Street         debt of American
Goulds, FL 33170              Mercantile Corp.

Chiu Associates LP            Guaranty on loan          $250,000
                              to Y Tominaga

Xiao Bing Xu Esquire          Legal fees                $200,000
                              (company and
                              Tominaga)

Lake Apopka Natural Gas       Trade Debt                $140,935

TWS Marketing Group Inc.      Trade Debt                $123,787

United Healthcare Insurance   Insurance                  $72,053

Progress Energy Florida Inc.  Utility                    $50,730

Bridgefield Employers         Insurance                  $39,372
Ins. Co.

FFVA Mutual Insurance Co.                                $35,064

Metlife SBC                   Insurance                  $16,311

Bottorf Associates Inc.       Trade Debt                 $12,717

Chemical System of FL Inc.    Trade Debt                 $10,156

Forum Architecture & Int.     Trade Debt                  $9,748

Florida Dept. of Agriculture  Trade Debt                  $8,692

Evergreen Packaging Equipment Trade Debt                  $8,391

Wells Fargo Equipment Finance Equipment Lease             $7,278

US Conveyor Solutions         Trade Debt                  $6,743

CR Water Treatment Co.        Trade Debt                  $5,692

C. American Mercantile Corp.'s 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Costa Nursery Farms           Trade Debt                $250,130
22290 SW 162nd Avenue
Goulds, FL 33170

Crystal Co.                   Trade Debt                 $63,920

Amerigas                      Trade debt                 $50,389

Il Young Yoo                  Trade debt                 $25,000

Lake Apopka Natural Gas       Trade debt                 $17,535

Advanta                       Credit Card                $16,986

Platinum Plus                 Credit Card                $15,090

SunTrust Bank                 Payroll Account            $12,000
                              Overdraft

Hortica                       Trade debt                 $10,248

Growers Supply Services       Trade debt                  $8,709

Chase                         Credit Card                 $5,434

CITICapital                   Credit Card                 $3,844

Jared Zafir                   Trade debt                  $1,551


KAISER ALUMINUM: Reaches Pension Settlement with PBGC
-----------------------------------------------------
Kaiser Aluminum has executed a settlement agreement with the
Pension Benefit Guaranty Corporation.

The company and the PBGC have agreed, among other things, that:

   -- Kaiser will continue to sponsor specified pension plans for
      hourly employees at plants in:

         * Los Angeles, California;
         * Tulsa, Oklahoma;
         * Sherman, Texas; and
         * Bellwood, Virginia,

      and will satisfy the estimated $4.4 million minimum funding
      standard for these plans;

   -- The PBGC will have an allowed post-petition administrative
      claim of $14 million, which is expected to be paid upon the
      consummation of a plan of reorganization for the company or
      the consummation of a plan for its subsidiary, Kaiser
      Alumina Australia Corporation, whichever comes first;

   -- The PBGC will have allowed pre-petition unsecured claims in
      respect of the three Kaiser-sponsored pension plans that
      were terminated in the amount of $616 million, which will be
      resolved in plans of reorganization;

   -- In respect of its total pre-petition unsecured claims,
      PBGC's cash recovery from proceeds of Kaiser's sale of its
      interests in the Alpart alumina refinery in Jamaica and the
      QAL alumina refinery in Australia will be limited to 32% of
      the net proceeds distributable to holders of the company's
      Senior Notes, Senior Subordinated Notes, and the PBGC.

The agreement is subject to approval by the U.S. Bankruptcy Court
for the District of Delaware. The company expects shortly to file
a motion with the Court seeking approval of the agreement.

Kaiser's Form 10-Q for the second quarter of 2004 contains
additional information related to pension matters.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of  
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.  
The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429).  Corinne Ball, Esq., at Jones
Day, represent the Debtors in their restructuring efforts.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 51;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


KAISER ALUMINUM: Wants Court Nod on Mercer's Modified Employment
----------------------------------------------------------------
On June 10, 2002, the Kaiser Aluminum Corporation and its debtor-
affiliates filed an application to employ Mercer Human Resource
Consulting as Employee Consultants.  At the time the Retention
Application was filed, it was anticipated that Mercer's services
primarily related to the development and implementation of a
comprehensive key employee retention program for the Debtors.  The
Retention Application also specified, however, that Mercer would
provide other employee compensation and human resource consulting
services as may be required by the Debtors.  The Retention
Application stipulated that Mercer's hourly rates would be fixed
as:

   (a) $600 per hour for services provided by Marshall Scott, a
       senior consultant specializing in performance measurement;
       and

   (b) a maximum of $415 per hour for services provided by all
       other Mercer professionals.

In September 2002, the Court approved Mercer's retention nunc pro
tunc as of April 17, 2002.

Subsequent to Mercer's retention, the Debtors requested Mercer to
provide additional employee compensation and human resources
consulting services.  The Debtors asked the Firm to:

   (a) assist and advise the Debtors in modifying and
       implementing a defined contribution retirement plan for
       salaried employees;

   (b) design emergence-related compensation programs, including
       analysis of programs adopted at other companies that have
       been through a restructuring; and

   (c) evaluate health and group benefits, including design of a
       new health plan for active employees.

According to Kimberly D. Newmarch, Esq., at Richards, Layton &
Finger, in Wilmington, Delaware, Mercer has provided consulting to
the Debtors related to the Emergence-Related Projects and
continues to do so.  These services have necessitated that Mercer
utilize certain senior professionals that were not involved or
necessary in connection with the KERP-Related Projects.

Ms. Newmarch explains that because the Emergence-Related Projects
and the normal hourly rates of the additional senior professionals
necessary for the Emergence-Related Projects are substantially
higher than the fixed hourly rates agreed to for the KERP-Related
Projects, Mercer and the Debtors negotiated new fixed hourly rates
that would be effective from and after April 1, 2004.
Specifically, the Debtors and Mercer agreed to revise the current
fixed hourly rates for Mercer professionals to include these new
rates:

          Name                Position            Hourly Rate
          ----                --------            -----------
     Derek Guyton       health care and group        $575
                        benefits consultant

     Patricia Pou       retirement consultant         550

     Rhonda Newman      communication consultant      525

     Perry Williams     investment management         500
                        Consultant

     John Dempsey       performance measurement       500
                        and rewards consultant

The fixed hourly rate for Marshall Scott would remain at $600 per
hour and any other professionals employed by Mercer would remain
subject to the original fixed rate of $415 per hour.  The revised
Hourly Rate Caps reflect a 7% to 14% discount from Mercer's
regular hourly rates for the applicable consultants.

In this regard, the Debtors ask the Court to approve the
modification to the terms of Mercer's employment and incorporate
the new Hourly Rate Caps, nunc pro tunc to April 1, 2004.  The
original fixed hourly rates were negotiated and agreed upon in
connection with the KERP-Related Projects.  The Emergence-Related
Projects were not contemplated when the rates were originally
fixed.  Given the passage of time since those rates were
originally fixed and since the time those rates were agreed to,
and the necessity for more senior professional involvement for the
Emergence-Related Projects, the Debtors believe that new fixed
hourly rates are necessary and warranted.  The Debtors, likewise,
assure that the revised Hourly Rate Caps are reasonable
considering the value provided and expertise of the Mercer
professionals.

Mercer has researched its client database to update its disclosure
of relationships with any of those interested parties.  The Firm
has determined that it has not been, and is not currently,
employed by any of the Debtors' interested parties in matters
related or unrelated to the Chapter 11 cases.  However, Mercer's
parent company, Marsh & Lennon, owns Putnam Investments.  Certain
Putnam investments funds may be holders of certain of the Debtors'
debentures.  Mercer has no other relationship to Putnam.

Marshall Scott, principal at Mercer, assures the Court that the
Firm continues to be a "disinterested person" pursuant to Sections
101(14) and 327(a) of the Bankruptcy Code.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of  
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.  
The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429).  Corinne Ball, Esq., at Jones
Day, represent the Debtors in their restructuring efforts.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 51;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


KENTUCKY MOTOR: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Kentucky Motor Speedway, Inc.
        P.O. Box 5010
        Owensboro, Kentucky 42302-5010

Bankruptcy Case No.: 04-42123

Type of Business: The Debtor owns and operates a 3/8 mile, high-
                  banked, asphalt racing track.
                  See http://www.kentuckymotorspeedway.net/

Chapter 11 Petition Date: October 17, 2004

Court: Western District of Kentucky (Owensboro)

Debtor's Counsel: Brian L. Haynes, Esq.
                  Meyer, Haynes, Crone & Meyer, LLP
                  100 East Veterans Boulevard
                  Owensboro, KY 42303
                  Tel: 270-926-2621
                  Fax: 270-926-4922

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 16 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Yager Materials, LLC          8135 Haynes Station       $287,000
5001 US Highway 60 East       Road, Whitesville, KY
P.O. BOX 2000                 Secured Value:
Owensboro, KY 42302           $800,000

Whayne Supply Company         8135 Haynes Station        $36,000
                              Road
                              Secured Value:
                              $800,000

Old National Bank             Vehicles                   $29,000

Bluegrass Fence Company                                  $22,460

Mayes, Suddreth & Etheridge,                             $10,212
Inc.

The Executive Inn Rivermont                               $6,171

WBKR/Regent Communications,                               $2,990
Inc.

Messenger- Inquirer, Inc.                                 $2,760

Melrose Display                                           $2,000

Meyer, Haynes, Crone &                                    $1,498
Meyer, LLP

WKDQ/ Regent Communications,                              $1,000
Inc.

WSTO Radio 96.1 FM                                        $1,000

Yellow Ambulance of                                         $769
Owensboro-Davies Co.

WKTG Radio                                                  $669

TDS Telecom                                                 $214

Thrifty Nickel Want Ads                                     $200


KEYSTONE CONSOLIDATED: Committee Pushes to Terminate Exclusivity
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Keystone Consolidated Industries Inc.'s chapter 11 restructuring
tells the U.S. Bankruptcy Court for the Eastern District of
Wisconsin in Milwaukee that it doesn't like the Plan of
Reorganization the Debtor filed earlier this month.  The Committee
wants to propose a competing plan that it says will deliver
greater value to creditors.  The Committee complains that Contran
Corp., Keystone's parent, is exercising too much control over the
restructuring and finds the plan's split of the new equity (with
Contran holding the majority stake) offensive.  

Pursuant to 11 U.S.C. Sec. 1121, the Committee asks the Bankruptcy
Court to terminate the Debtor's exclusive right to file a plan and
let the committee file a competing plan that will carve-up the
estate's value the right way.  

The Creditors' Committee is comprised of six members:

     * The Bank of New York, as Indenture Trustee;
     * Pacholder Associates;
     * Ameren Cilco;
     * Peoria Disposal Company;
     * Midwest Mill Service; and
     * Independent Steel Workers Alliance.

A hearing on the Committee's motion is scheduled for Oct. 27,
2004.  Objections must be filed and served by Oct. 22, 2004.

Headquartered in Dallas, Texas, Keystone Consolidated Industries,
Inc., makes carbon steel rod, fabricated wire products, including
fencing, barbed wire, welded wire and woven wire mesh for the
agricultural, construction and do-it-yourself markets. The Company
filed for chapter 11 protection on February 26, 2004 (Bankr. E.D.
Wisc. Case No. 04-22422). Daryl L. Diesing, Esq., at Whyte
Hirschboeck Dudek S.C., and David L. Eaton, Esq., at Kirkland &
Ellis LLP represent the Debtors in their restructuring efforts.
When the Company filed for protection from their creditors, they
listed $196,953,000 in total assets and $365,312,000 in total
debts.


KITCHEN ETC: Creditors Must File Proofs of Claim by Oct. 29
-----------------------------------------------------------                
The U.S. Bankruptcy Court for the District of Delaware set
October 29, 2004, as the deadline for all creditors owed money by
Kitchen Etc., Inc., on account of claims arising prior to June 8,
2004, to file their proofs of claim.

Creditors must file written proofs of claim on or before the
October 29 Claims Bar Date, and those forms must be delivered to:

      Clerk of the Bankruptcy Court
      District of Delaware
      824 Market Street, 5th Floor
      Wilmington, Delaware 19801

For a governmental unit, the Claims Bar Date is December 10, 2004.

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.


KROLL INC: Appoints Simon Freakley as President & CEO
-----------------------------------------------------
Kroll Inc., the global risk consulting company, has promoted Simon
V. Freakley, 43, head of the firm's Corporate Advisory &
Restructuring and Consulting Services groups, to chief executive
officer and president. He succeeds Michael G. Cherkasky, who was
appointed chairman and chief executive officer of Marsh Inc. by
the board of directors of Marsh & McLennan Companies, Inc.,
Marsh's parent company, on October 15.

"I am honored to assume the leadership of a company that has
established itself as the world's leader in risk consulting," said
Mr. Freakley. "Kroll is an outstanding organization with an
excellent brand and reputation for quality that is recognized
worldwide."

Mr. Freakley has been president of Kroll's Corporate Advisory &
Restructuring Group since September 2002. In April 2004, he
assumed additional responsibility for overseeing Kroll's
Consulting Services Group, which comprises its investigations,
intelligence, security services, forensic accounting and
litigation consulting businesses. He was appointed a director of
Kroll in June 2003 and served on the board until the firm's
acquisition by Marsh & McLennan in July 2004. Since 1999, he has
also been a member of Kroll's Executive Committee. Mr. Freakley
joined Kroll in 1999 when Kroll acquired The Buchler Phillips
Group, a leading U.K. corporate recovery and restructuring firm,
where he had been a partner since 1992 and managing partner since
1996.

Mr. Freakley has played a leading role in some of the largest
cross-border restructuring cases in recent times including the
Federal-Mogul Group, Budget Rent-A-Car, and Global Crossing.

"Over the past five years, Simon has made a significant
contribution to Kroll's strategic development and operational
success," said Mr. Cherkasky. "His business acumen, managerial
expertise, and global perspective make him the right choice for
leading Kroll on to even greater success as an organization."

                           About Kroll

Kroll Inc., the world's leading risk consulting company, provides
a broad range of investigative, intelligence, financial, security
and technology services to help clients reduce risks, solve
problems and capitalize on opportunities. Headquartered in New
York with more than 60 offices on six continents, Kroll has a
multidisciplinary corps of more than 3,200 employees and serves a
global clientele of law firms, financial institutions,
corporations, non-profit institutions, government agencies, and
individuals. Kroll was acquired by Marsh & McLennan Companies,
Inc., in July 2004 and is an operating unit of Marsh Inc., MMC's
risk and insurance services subsidiary. For more information,
please visit: http://www.krollworldwide.com/

                          *     *     *

As reported in the Troubled Company Reporter's May 21, 2004
edition, Standard & Poor's Ratings Services placed its ratings on
Kroll Inc., including its 'BB-' corporate credit rating, on
CreditWatch with positive implications following Marsh & McLennan
Cos.'s (MMC;AA-/Watch Neg/A-1+) announcement that it intends to
acquire Kroll for $1.95 billion in cash, with a significant
portion to be financed by prospective debt transactions.

In resolving the CreditWatch listing for Kroll, Standard & Poor's
will review the terms of the transaction, in particular, MMC's
intentions with regard to the existing indebtedness of Kroll.


LEVI STRAUSS: Cancels Possible Dockers Sale & Continues Business
----------------------------------------------------------------
Levi Strauss & Co. (LS&CO.) has decided to keep its worldwide
Dockers(R) casual clothing business. After exploring the possible
sale of the Dockers business, the company has determined that
there is more value in continuing to build the brand than to sell
it, especially in light of the company's improved year-to-date
business performance.

"When we began exploring the possible sale of the Dockers
business, we said that this was a strategic choice for us and that
we would only sell if we received what we believe is an
appropriate offer, given the value and worldwide stature of the
brand," said Phil Marineau, chief executive officer. "There has
been a high level of interest in the Dockers business by
prospective buyers. After carefully considering the numerous sales
offers and terms we received, and reflecting upon our improved
financial performance this year, we have chosen to keep the
Dockers business. We believe that we will create more value for
LS&CO. and the Dockers brand by retaining the business and driving
its continued development ourselves.

"Additionally, the comprehensive sales exploration process we've
been through during the past several months has enabled us to
identify a number of opportunities that we believe will make the
brand more profitable and successful," said Mr. Marineau. "We are
incorporating these ideas into our business as we move full steam
ahead with our retail customers to achieve our mutual goals."

The Dockers announcement follows LS&CO.'s Oct. 12, 2004, filing of
its fiscal third-quarter 10-Q, the third consecutive quarter in
which the company posted improved financial results.

"Throughout 2004, we have strengthened our financial performance
and competitiveness," said Jim Fogarty, chief financial officer.
"The company's improving financial position, particularly our
stronger cash flow and bottom line results, contributed to our
strategic decision to retain the Dockers brand. During the first
nine months of this fiscal year, we've generated $50 million in
net income, managed a healthy 43.8% gross margin and reduced our
net debt $100 million. We have a healthier base of business and a
stronger balance sheet."

Mr. Fogarty added, "As we reported last week, we continue to
believe that we have sufficient liquidity and will be in
compliance with all of our debt covenants. In August we
renegotiated our bank agreements and secured an amendment to our
term loan that greatly improves our covenant flexibility."

The Dockers(R) brand is one of the world's largest apparel brands,
generating annual worldwide revenue of approximately $1.4 billion,
including more than $360 million in licensee wholesale revenue. It
is the leading casual pants brand in the United States and has a
worldwide presence with sales in more than 50 countries in North
America, Latin America, Europe and Asia. The brand is a category
leader in breakthrough product innovations, including recent
products such as Dockers proStyle(TM) pants, Dockers(R)
proStyle(TM) Shirts with Perspiration Guard(TM), Dockers(R) Never-
Iron(TM) Cotton Khaki(R), and the Dockers(R) Sweat Terminator
range in Asia.

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

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


LORAL SPACE: Finalizes Revised Terms of Plan with Creditors
-----------------------------------------------------------
Loral Space & Communications Ltd. (OTC Bulletin Board: LRLSQ) and
the Creditors' Committee appointed in the chapter 11 cases of
Loral and certain of its subsidiaries reached an agreement on
revised economic terms of a proposed plan of reorganization.  The
Company expects to file a revised Plan and a Disclosure Statement
with the Bankruptcy Court by Friday, Oct. 22, 2004. The company
expects to exit chapter 11 under current management in the first-
quarter of 2005.

The Plan, which revises the terms of a Plan previously filed on
Aug. 19, 2004, is the product of continued negotiations between
the company and the Creditors' Committee and is subject to final
documentation and the resolution of certain other issues between
the company and the Creditors' Committee and confirmation by the
bankruptcy court. It provides, among other things, that:

   -- Loral's two businesses, Space Systems/Loral and Loral
      Skynet, will emerge intact as separate subsidiaries of
      reorganized Loral (New Loral).

   -- Space Systems/Loral, the satellite design and manufacturing
      business, will emerge debt-free.

   -- The common stock of New Loral will be owned by Loral
      bondholders, Loral Orion bondholders and certain other
      unsecured creditors. In addition, bondholders of Loral Orion
      and other unsecured creditors of Loral Orion will receive an
      aggregate of $200 million in new senior secured notes to be
      issued by reorganized Loral Skynet, New Loral's satellite
      services subsidiary.

   -- Loral Orion unsecured creditors also will be offered the
      right to subscribe to purchase their pro-rata share of $30
      million in new senior secured notes to be issued by
      reorganized Loral Skynet.

   -- Based upon current estimates, creditors of Space
      Systems/Loral, Loral SpaceCom Corporation and Loral
      Satellite, Inc. will be entitled to share in a recovery
      consisting primarily of cash, as well as New Loral common
      stock that is expected to result in a blended recovery of
      approximately 33%, subject to significant decrease in the
      event claims materially exceed current estimates.

   -- New Loral will emerge as a public company and will seek
      listing on a major stock exchange.

   -- Existing common and preferred stock will be cancelled and no
      distribution will be made to current shareholders.

Once filed, the Plan and Disclosure Statement will be available
via the court's website, at http://www.nysb.uscourts.gov/Please  
note that a PACER password is required to access documents on the
Bankruptcy Court's website. Loral's bankruptcy case number is
03-41710 (RDD).

                        About the Company

Loral Space & Communications is a satellite communications
company. It owns and operates a fleet of telecommunications
satellites used to broadcast video entertainment programming,
distribute broadband data, and provide access to Internet services
and other value-added communications services. Loral also is a
world-class leader in the design and manufacture of satellites and
satellite systems for commercial and government applications
including direct- to-home television, broadband communications,
wireless telephony, weather monitoring and air traffic management.

The Company and various affiliates filed for chapter 11 protection
(Bankr. S.D.N.Y. Case No. 03-41710) on July 15, 2003. Stephen
Karotkin, Esq., and Lori R. Fife, Esq., at Weil, Gotshal & Manges
LLP, represent the Debtors in their restructuring efforts. When
the company filed for bankruptcy, it listed total assets of
$2,654,000,000 and total debts of $3,061,000,000.


MASONITE INT'L: Will Release 2004 3rd Quarter Results Tomorrow
--------------------------------------------------------------
Masonite International Corporation will release its third quarter
results tomorrow, October 20, 2004.

A conference call is scheduled for 2:00 p.m. tomorrow,
Oct. 20, 2004 to discuss Masonite's press release and to review
financial results of the Company for the quarter ended
Sept. 30, 2004.  Toronto and overseas participants should call
(416) 641-6652.  All others should call (800) 443-6580.

Masonite is a unique, integrated building products company with
its Corporate Headquarters in Mississauga, Ontario, Canada and its
International Administrative Offices in Tampa, Florida.  Masonite
operates more than 70 facilities with over 12,000 employees
worldwide, spanning North America, South America, Europe, Asia,
and Africa.  Masonite sells its products -- doors, components,
industrial products and entry systems -- to a wide variety of
customers in over 50 countries.

                         *     *     *

As reported in the Troubled Company Reporter on June 18, 2003,
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Masonite International Corp., to 'BB+' from 'BB'
on an improving operating profile and strengthening balance sheet.
Masonite had US$552.9 million in total debt outstanding at
March 31, 2003.

At the same time, the senior secured debt rating on the
Mississauga, Ontario-based interior and exterior door producer was
raised to 'BB+' from 'BB'. The outlook is stable.


MERISTAR COMMERCIAL: Poor Performances Cue Moody's to Cut Ratings
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of three classes
and confirmed the ratings of three classes of MeriStar Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 1999-C1:

   -- Class A-1, $38,022,393, Fixed, confirmed at Aaa
   -- Class A-2, $138,000,000, Fixed, confirmed at Aaa
   -- Class X, Notional, confirmed at Aaa
   -- Class B, $50,000,000, Fixed, downgraded to A3 from Aa3
   -- Class C, $42,000,000, Fixed, downgraded to Ba1 from Baa1
   -- Class D, $36,000,000, Fixed, downgraded to B2 from Ba1

The Certificates evidence beneficial interests in a trust fund,
the principal asset of which is a mortgage loan secured by 19
hotel properties located in ten states.  The portfolio has a total
of 5,978 guestrooms.  Brands include:

      * Hilton (6 properties),
      * Sheraton (3 properties),
      * Marriott (3 properties),
      * Embassy Suites (2 properties), and
      * Courtyard by Marriott (1 property).

As of the October 5, 2004 distribution date, the transaction's
principal balance has decreased by approximately 7.9% from
$330.0 million to $304.0 million as a result of amortization.

Moody's is downgrading Classes B, C and D due to poor pool
performance.

The "Low Debt Service Reserve" feature in the loan documents was
triggered in October 2002 and has resulted in the accumulation of
a reserve account with a current balance of approximately
$31.5 million.  The reserve account may be released upon
achievement of certain cash flow and debt service coverage
hurdles.  Additionally, as the result of a loan modification in
mid-2003, the reserve account may be released to reimburse the
borrower for FF&E expenditures completed at the properties.  
Moody's notes that while FF&E spending on the collateral
properties should improve their competitive position over time,
the release of the cash collateral has had a detrimental impact on
the credit quality of the loan.

The properties are owned by entities associated with MeriStar
Hospitality Corporation, whose senior debt is rated B2 by Moody's.  
The firm owns 79 primarily upscale hotels in 23 states.

In spite of recovery in many hospitality markets, performance at
the collateral properties continues to decline.  Net operating
income for the year-to-date period ending August 2004 trails the
same period last year by 4.9% and falls 3.5% below the year-to-
date budget.  Notable poor performers include:

      * the Somerset Marriott,
      * the Hilton Sacramento and
      * the Crowne Plaza San Jose.

Properties performing better than last year include:

      * the Doubletree Hotel Albuquerque,
      * Doubletree Hotel Austin, and
      * the Courtyard by Marriott Marina del Rey.  

Moody's notes that on a portfolio basis RevPAR for the second
quarter of 2004 was only 0.7% better than RevPAR for the same
period last year and remains 7.7% below the second quarter of
2002.  While the portfolio has solid branding and good geographic
diversity, there has been no recovery in portfolio performance to
date.

Budgeted RevPAR and net cash flow for 2004 is $65.50 and
$31.7 million respectively compared to $73.60 and $56.7 million at
securitization.  Budgeted net cash flow in 2004 represents a 44.0%
decline over Moody's net cash flow at securitization.  Currently,
the portfolio is performing approximately $1.0 million or
3.5% below budget for the first eight months of 2004.

Debt service coverage, when calculated on actual net cash flow
(net operating income less an assumed 4.0% FF&E reserve) and
actual debt service remains low at 1.02x for 2003 and 1.09x for
the first half of 2004.  At securitization, Moody's valued the
collateral by capitalizing the stabilized net cash flow at
normalized capitalization rates.  In 2002, Moody's utilized floor
values as net cash flow was below Moody's view of a stabilized
level.  Moody's revised the floor values and given greater weight
to actual portfolio debt service coverage for Classes B, C, and D
due to continued poor performance.  Moody's loan to value ratio is
in the low 80.0% range based substantially on floor values.  The
loan to value ratio calculated by capitalizing the net cash flow
would be substantially higher.

The top three collateral properties by allocated loan balance are:

      * the Sheraton Fisherman's Wharf,
      * the Somerset Marriott, and
      * the Marriott Houston West Loop.

The Sheraton Fisherman's Wharf is located in San Francisco,
California and comprises 16.2% of the pool balance.  RevPAR and
net cash flow for 2003 was $103.00 and $4.1 million respectively,
compared to $121.00 and $8.2 million at securitization.  Net
operating income for the first eight months of 2004 has declined
19.6% from the same period last year but exceeds the current year
budget for the same period.

The Somerset Marriott is located in Somerset, New Jersey and
comprises 9.5% of the pool balance.  RevPAR and net cash flow for
2003 was $56.00 and $0.5 million respectively, compared to $87 and
$5.3 million at securitization.  Net operating income for the
first eight months of 2004 has declined 38.4% from the same period
last year.  Additional supply has negatively impacted property
performance.

The Houston Marriott West Loop by the Galleria is located in
Houston, Texas and comprises 6.4% of the pool balance.  RevPAR and
net cash flow for 2003 was $72.00 and $1.8 million respectively,
compared to $78.00 and $3.2 million at securitization.  Net
operating income for the first eight months of 2004 has declined
12.3% from the same period last year.


MICRO BIO-MEDICAL: Taps Lopez Blevins as Principal Accountants
--------------------------------------------------------------
Micro Bio-Medical Waste Systems, Inc., engaged Lopez, Blevins,
Bork & Associates, L.L.P., as its principal accountant to audit
the Company's financial statements, replacing Malone & Bailey,
PLLC.

Malone & Bailey's report dated Apr. 19, 2004, on the Company's
financial statements as of Dec. 31, 2003, contained a report
indicating that the Company had suffered recurring losses and
citing the Company's need to raise additional capital, a situation
which raises substantial doubt about its ability to continue as a
going concern.

The decision to change accountants was recommended by the Audit
Committee of the Board of Directors of Micro Bio-Medical Waste
Systems, Inc., and approved by the Board of Directors.

Micro Bio-Medical Waste Systems, Inc., provides bio-medical waste
remediation services in the State of Hawaii.


MIRANT CORP: Avista to Buy Back Oregon Power Plant for $62.5 Mil.
-----------------------------------------------------------------
Avista Corp. (NYSE: AVA) has entered into an agreement to purchase
the remaining half interest in the Coyote Springs 2 generating
station from Mirant Corp. (OTC Pink Sheets: MIRKQ). If the sale is
completed, Avista will own the entire facility and an additional
140 megawatts of generating capacity to serve its customers'
future energy needs.

The proposed purchase price is $62.5 million, subject to
adjustment.

Because Mirant and certain of its affiliates are currently in
bankruptcy, the agreement will be subject to a competitive
auction. The transaction must be approved by the U.S. Bankruptcy
Court and the Federal Energy Regulatory Commission, and must meet
a number of other federal and state regulatory requirements. The
transaction could be completed by the end of 2004 or early in
2005.

Coyote Springs 2 is located near Boardman, Oregon. The 280-
megawatt, natural gas powered, combined cycle combustion turbine
began commercial operation in July 2003. Mirant purchased a half
interest in the plant from Avista during construction in 2001.

Avista's decision to reacquire full ownership of the plant was
driven primarily by the fact that the company's long-term resource
plan includes the need for the acquisition of additional gas-fired
resources to complement its long-term resource portfolio as well
as an attractive purchase price, familiarity and experience with
the project, the opportunity for sole ownership and control, and
close proximity to Avista's service area.

"This transaction represents an excellent opportunity for our
company and our customers as we continue to focus our business
strategy on the Northwest," said Gary G. Ely, chairman, president
and chief executive officer of Avista Corp. "This generating
station will be a valuable and cost-effective resource to meet the
growing energy demands in our region."

Coyote Springs 2 is now fully operational following the
replacement of its main transformer. The transformer failed in
January and required a shutdown until Sept. 7, when the plant came
back on-line. An additional transformer is being built and will be
kept as a backup to minimize any future interruptions.

                        About Avista Corp.

Avista Corp. is an energy company involved in the production,
transmission and distribution of energy as well as other energy-
related businesses. Avista Utilities is a company operating
division that provides service to 325,000 electric and 300,000
natural gas customers in four western states. Avista's non-
regulated subsidiaries include Avista Advantage and Avista Energy.
Avista Corp.'s stock is traded under the ticker symbol "AVA." For
more information about Avista, please visit
http://www.avistacorp.com/

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect  
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean. Mirant Corporation
filed for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex.
03-46590). Thomas E. Lauria, Esq., at White & Case LLP, represent
the Debtors in their restructuring efforts. When the Company filed
for protection from their creditors, they listed $20,574,000,000
in assets and $11,401,000,000 in debts.


MKP CBO: Moody's Slices Ratings on Class C Notes to B1 from Baa2
----------------------------------------------------------------
Moody's Investors Service lowered the ratings of two classes of
notes issued by MKP CBO II, Ltd.:

   -- to A3 (from Aa2), the U.S. $18,000,000 Class B Second
      Priority Floating Rate Term Notes, Due 2036; and

   -- to B1 (from Baa2), the U.S. $12,500,000 Class C-1 Third
      Priority Floating Rate Term Notes, Due 2036 and U.S.
      $12,500,000 Class C-2 Third Priority Fixed Rate Term Notes,
      Due 2036.

This transaction closed on December 20, 2001.  Moody's noted that
both classes of notes would remain under review for downgrade.

According to Moody's, its rating action results primarily from
significant deterioration in the weighted average rating factor of
the collateral pool and overcollaterlization ratios.  Moody's
noted that, as of the most recent monthly report on the
transaction, the weighted average rating factor of the collateral
pool is 1239 (425 limit) and that over 20% of the collateral pool
currently has a Moody's rating of below Baa3 (10% limit).

Rating Action:     Downgrade and review for downgrade

Issuer:            MKP CBO II, Ltd.

Class Description: U.S. $18,000,000 Class B Second Priority
                   Floating Rate Term Notes, Due 2036

Prior Rating:      Aa2 (under review for downgrade)
Current Rating:    A3 (under review for downgrade)

Class Description: U.S. $12,500,000 Class C-1 Third Priority
                   Floating Rate Term Notes, Due 2036
                   U.S. $12,500,000 Class C-2 Third Priority Fixed
                   Rate Term Notes, Due 2036

Prior Rating:      Baa2 (under review for downgrade)
Current Rating:    B1 (under review for downgrade)


MJG REALTY LLC: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtors: MJG Realty, LLC
                 130 West Forest Avenue
                 Englewood, New Jersey 07631
                 Tel: 800-625-0033

Involuntary Petition Date: October 15, 2004

Case Number: 04-43147

Nature of Business: Real Estate

Chapter: 11

Court: District of New Jersey (Newark)

Judge: Donald H. Steckroth

Petitioner's Counsel: Scott C. Pyfer, Esq.
                      Reed Smith LLP
                      136 Main Street
                      Princeton, New Jersey 08543
                      Tel: (609) 524-2041

Petitioner: Fleet Capital Corporation
            111 Westminster Street
            Providence, Rhode Island 02903

Amount of Claim: $4,771,783

Nature of Claim: Loan plus Attorney's fees and expenses


MOHEGAN TRIBAL: Buying Penn National's Pocono Downs Racetrack
-------------------------------------------------------------
The Mohegan Tribal Gaming Authority, operator of Mohegan Sun, has
entered into an agreement to purchase The Downs Racing, Inc., and
its subsidiaries from Penn National Gaming, Inc. (Nasdaq: PENN).

Under the terms of the agreement, the Authority will acquire
Pocono Downs, a standardbred harness racing facility located on
400 acres of land in Wilkes-Barre, Pennsylvania and five
Pennsylvania off-track wagering operations located in Carbondale,
East Stroudsburg, Erie, Hazleton and Lehigh Valley (Allentown).
The Lehigh Valley OTW, is a 28,000 square-foot facility and is the
largest OTW in the state of Pennsylvania. Following the closing of
the transaction, the Authority will obtain the right to apply for
a Category One license to initially install and operate up to
3,000 slot machines at Pocono Downs, one of the fourteen sites
eligible to apply for a gaming license under the recently passed
Pennsylvania Race Horse Development and Gaming Act.

"The acquisition of Pocono Downs represents an important step in
our long- term diversification strategy. We are very excited about
this project, not only because it is our first commercial gaming
venture, but also because it will be a tremendous benefit to the
local community and the Commonwealth as a whole," said Mark F.
Brown, Chairman of the Authority's Management Board.

Upon the issuance of a gaming license, the Authority will proceed
with its plans to open a new slot machine facility with up to
3,000 slot machines in early 2006. The new facility would also
feature amenities such as a buffet, steakhouse, food court,
lounges and a small entertainment venue. The Authority anticipates
that it will spend up to $175 million on the construction,
furnishing and equipping of the new facility, in addition to
paying a one-time $50 million license fee payable to the
Commonwealth of Pennsylvania upon receipt of a gaming license.
"Our goal is to provide a quality entertainment experience that
will produce significant revenue for the Commonwealth, provide new
jobs and enhance live harness racing," said William J. Velardo,
President and Chief Executive Officer of the Authority.

As part of the agreement, the Authority has agreed to a
$280 million purchase price before adjustments and other costs and
the transaction is expected to close prior to Dec. 31, 2004,
subject to customary closing conditions and regulatory approvals
including the approval of the Pennsylvania Harness Racing
Commission. The agreement also provides the Authority with both
pre- and post-closing termination rights in the event of certain
materially adverse legislative or regulatory events.

SG Americas Securities, LLC served as advisor to the Authority and
Bear, Stearns & Co. Inc. acted as advisor to Penn National Gaming.

The Authority expects to fund the Pocono Downs acquisition through
a draw under its bank credit facility which has been amended to:

   -- Increase the current availability under the bank credit
      facility from $382.7 million to $600.0 million;

   -- Increase the revolving commitment from $291.0 million to
      $450.0 million;

   -- Increase the term commitment from $91.7 million to $150.0
      million;

   -- Allow for the Authority's acquisition of Pocono Downs and
      certain subsequent investments; and

   -- Modify certain of the Authority's covenants relating to
      total leverage.


Banc of America Securities LLC and Citicorp North America, Inc.
served as co-lead arrangers and co-book managers on the amendment
of the bank credit facility, with Bank of America, N.A. serving as
administrative agent.

               About the Authority and Mohegan Sun

The Mohegan Tribal Gaming Authority is an instrumentality of the
Mohegan Tribe of Indians of Connecticut a federally recognized
Indian tribe with an approximately 405-acre reservation situated
in southeastern Connecticut, adjacent to Uncasville, Connecticut.
The Authority has been granted the exclusive power to conduct and
regulate gaming activities on the existing reservation of the
Tribe, and the non-exclusive authority to conduct such activities
elsewhere, including the operation of Mohegan Sun, a gaming and
entertainment complex that is situated on a 240-acre site on the
Tribe's reservation. The Tribe's gaming operation is one of only
two legally authorized gaming operations in New England offering
traditional slot machines and table games. Mohegan Sun currently
operates in an approximately 3.0 million square foot facility,
which includes the Casino of the Earth, Casino of the Sky, the
Shops at Mohegan Sun, a 10,000-seat Arena, a 300-seat Cabaret,
meeting and convention space and an approximately 1,200-room
luxury hotel. More information about Mohegan Sun and the Authority
can be obtained by visiting http://www.mohegansun.com/


MOHEGAN TRIBAL: S&P Places 'BB+' Corp. Credit Rating on Watch Neg.
------------------------------------------------------------------
NEW YORK (Standard & Poor's) Oct. 15, 2004

Standard & Poor's Ratings Services placed its ratings on Mohegan
Tribal Gaming Authority, including its 'BB+' corporate credit
rating, on CreditWatch with negative implications.

The Uncasville, Connecticut-based casino operator had
approximately $1.1 billion in consolidated debt outstanding at
June 30, 2004.

The CreditWatch placement follows Mohegan Tribal's announcement
that it had entered into a definitive agreement to acquire The
Downs Racing Inc. and its subsidiaries from Penn National Gaming
Inc. (BB-/Stable/--) for $280 million in cash.  Under the terms of
the agreement, Mohegan Tribal will acquire Pocono Downs and five
off-track wagering operations throughout Pennsylvania.  In
addition to the $280 million acquisition cost, Mohegan Tribal
anticipates spending up to $225 million to purchase the gaming
license and build-out Pocono Downs for the planned installation of
up to 3,000 slot machines at that facility.  The deal is subject
to customary approvals and is expected to close by the end of
2004.

"In resolving our CreditWatch listing, we will review Mohegan
Tribal's near- and longer-term growth objectives, pro forma
financial profile and overall financial policies.  If a downgrade
for Mohegan Tribal were the ultimate outcome of Standard & Poor's
analysis, it would be limited to one notch," said Standard &
Poor's credit analyst Peggy Hwan.


MORGANS HOTEL: Clift Hotel Exits From Chapter 11 Protection
-----------------------------------------------------------
The Morgans Hotel Group, formerly known as Ian Schrager Hotels,
said its San Francisco Clift Hotel has successfully emerged from
Chapter 11. None of MHG's other properties were involved in or
affected by the filing.

Ian Schrager, chief executive officer of MHG, said that under the
plan of reorganization approved by the court, all of the company's
lenders and trade creditors will be paid in full and the company
will receive $71 million in a sale/leaseback transaction which
will provide it with financing, under attractive terms, to make
additional improvements to the property.

The Clift's emergence from Chapter 11 follows court approval of
the previously announced sale/leaseback transaction under which
MHG will receive $71 million, and MHG will retain a 99-year
leasehold, as well as any profit that might ensue from operations
or a capital transaction.

"From our vantage point, this filing should have never occurred,"
Mr. Schrager said. "Although the Clift had financing in place to
refinance 100% of its debt, we were not able to obtain agreement
from all of the hotel's many and diverse bondholders in a timely
manner. Accordingly, in order to facilitate the refinancing, we
had no choice but to take this action." Mr. Schrager explained
that while in out of court negotiations, 100% agreement is needed
from debt holders; under Chapter 11, agreement is required by only
2/3rds in amount and a majority in number.

"We said that it would be business as usual for the Clift when we
filed, that the filing was financial engineering and in both cases
we were proven correct," Mr. Schrager said. "Guests never saw any
difference in the quality or level of service. Our staff continued
to maintain the high standards for which the Clift is known
throughout the world."

Mr. Schrager said that the Clift Hotel, along with the other MHG
properties, continues to outperform the market. He said that with
the Clift's Chapter 11 behind it and its new financing in place,
MHG can now concentrate all of its efforts on continuing to grow
and improve all of its properties.


NEW CENTURY FIN'L: S&P Lifts Long-Term Counterparty Rating to 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Irvine,
California-based New Century Financial Corp. (New Century, NASDAQ:
NEW), including the company's long-term counterparty rating, which
was raised to 'BB' from 'BB-'.  Concurrently, the ratings were
removed from CreditWatch, where they were placed on April 6, 2004.
The outlook is stable.

"The rating action follows New Century's completion of its
$783 million equity offering, the proceeds of which will be used
to increase its on-balance-sheet securitized mortgages," said
Standard & Poor's credit analyst Steven Picarillo.  "The addition
of this equity offering substantially increases the company's
stockholders' equity and significantly reduces leverage."

The stable outlook reflects the anticipation of continued
favorable financial trends and performance.  The outlook also
reflects Standard & Poor's expectation that leverage will remain
at current reduced levels for the near to mid term.


NEXPAK CORP: Retains RKG Osnos to Provide Crisis Management
-----------------------------------------------------------              
The U.S. Bankruptcy Court for the Northern District of Ohio gave
NexPak Corporation and its debtor-affiliates, permission to retain
RKG Osnos Partners, LLC, to provide them with crisis management
services.

The Debtors tell the Court that RKG Osnos worked for them since
January 2004, providing professional crisis management services to
the Debtors' management and assisting them in stabilizing their
operations and completing a successful restructuring.

RKG Osnos will:

    a) review and provide guidance to the Debtors with respect to
       all financial and operating policies, plans and programs;
       and

    b) provide consulting services on all major decisions of the
       Debtors.

Under the terms of a letter agreement between the Debtors and RKG
Osnos, Kevin McShea has been designated by the Firm to serve as
Chief Restructuring Officer for the Debtors. The letter agreement
provides for Mr. McShea to serve as interim chief executive
officer of NexPak Corp., if requested by the Board of Directors
and to serve as a member of the Board.

Mr. McShea discloses that he will provide his services to the
Debtors as an independent contractor and he will not be their
officer or employee.

Mr. McShea explains that the Debtors paid a $150,000 retainer and
RKG Osnos will be compensated for its services at the rate of
$100,000 per month.

Mr. McShea adds that if the Debtors hire any of the personnel
provided by RKG Osnos, the Debtors will pay the Firm a fee equal
to 33-1/3 of the hired personnel's first year annual salary plus
any incentive bonuses.

RKG Osnos does not represent any interest adverse to the Debtors
or their estate.

Headquartered in Uniontown, Ohio, NexPak Corporation, --
http://www.nexpak.com/-- manufactures and supplies standard and  
custom packaging for DVD, CD, video, audio, and professional media
formats. The Company filed for chapter 11 protection on July 18,
2004 (Bankr. N.D. Ohio Case No. 04-63816). Ryan Routh, Esq., and
Shana F. Klein, Esq., at Jones Day represent the Company in its
restructuring efforts. When the Company filed for protection from
its creditors, it reported approximately $101 million in total
assets and total debts approximating $209 million.


NORTHWESTERN CORP: In Talks to Enter New $250 Million Bank Loan
---------------------------------------------------------------
NorthWestern Corporation is negotiating to enter into a new
$250 million secured credit facility consisting of a $125 million
five-year revolving tranche and a $125 million seven-year term
tranche.

The Revolver will be used to replace existing letters of credit
under the Company's current debtor-in-possession financing and for
general corporate purposes. The Term B Loan will be used to repay
a portion of the Company's current $390 million term loan credit
facility that is agented by an affiliate of Credit Suisse First
Boston. Consummation of the New Credit Facility is conditional on,
among other things, entry of a final written order by the
bankruptcy court confirming the Company's plan of reorganization,
consummation of the Plan and emergence from bankruptcy.

The New Credit Facility is being arranged by Lehman Brothers and
Deutsche Bank Securities.

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

As reported in the Troubled Company Reporter on Oct. 12, 2004, the
U.S. Bankruptcy Court for the District of Delaware has issued an
oral ruling confirming the Company's Second Amended and Restated
Plan of Reorganization in all respects and overruling all
objections to the Plan. The effective date for the Plan is  
expected to be in the next several weeks, at which time
NorthWestern will emerge from Chapter 11.


NORTHWESTERN CORP: To Offer Senior Notes in Rule 144A Offering
--------------------------------------------------------------
NorthWestern Corporation intends to offer $200 million estimated
aggregate principal amount of its Senior Secured Notes due in
2014. The Senior Notes will be secured by two series of first
mortgage bonds issued under NorthWestern's existing first mortgage
indentures.

Northwestern intends to use the net proceeds of the offering to
repay a portion of the amounts outstanding under NorthWestern's
current $390 million term loan credit facility and to pay related
fees and expenses. The Senior Notes will not be issued until entry
of a final written order by the bankruptcy court confirming
NorthWestern's plan of reorganization and consummation of the
plan.

The Senior Notes have not been registered under the Securities Act
of 1933, as amended and may not be offered or sold in the United
States absent registration under such Act or an applicable
exemption from the registration requirements thereunder.

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

As reported in the Troubled Company Reporter on Oct. 12, 2004, the
U.S. Bankruptcy Court for the District of Delaware has issued an
oral ruling confirming the Company's Second Amended and Restated
Plan of Reorganization in all respects and overruling all
objections to the Plan. The effective date for the Plan is  
expected to be in the next several weeks, at which time
NorthWestern will emerge from Chapter 11.


NRG ENERGY: Court Approves Pact Resolving Citicorp Claim Dispute
----------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York approved the settlement agreement entered into by NRG
Energy and Citicorp USA, Inc.

As reported in the Troubled Company Reporter on Sept. 8, 2004,
before the Petition Date, NRG Energy, Inc., and Citigroup
Financial Products, Inc.'s predecessor-in-interest, Salomon
Brothers Holding Company, Inc., were parties to an ISDA Master
Agreement dated as of March 22, 1994.

NRG and Citicorp USA, Inc., were also parties to a 364-Day
Revolving Credit Agreement dated as of March 8, 2002, together
with financial institutions like ABN Amro Bank N.V., as
administrative agent, Salomon Smith Barney, Inc., as syndication
agent, Barclays Bank plc, as co-syndication agent, and The Royal
Bank of Scotland plc, and Bayerische Hypo-Und Vereinsbank AG, New
York Branch, as co-documentation agents. Under the Revolver,
Citicorp committed to lend NRG directly the principal amount of
$49,000,000.

Citigroup further holds 7.625% Senior Notes due 2006 and 8.625%
Senior Notes due 2031 issued by NRG, in the aggregate principal
amount of $30,000,000.

By a May 15, 2003 letter, Citigroup notified NRG of the
occurrence of an Event of Default under the ISDA Agreement.
Citigroup designated May 16, 2003, as the Early Termination Date
in respect of all outstanding transactions. Citigroup also
notified NRG by letter dated May 22, 2003, that it owed NRG
$47,215,235 under the ISDA Agreement.

Citigroup asserted that it was entitled to set off the
$47,215,235 Defaulted Amount against the entire amount owed to it
with respect to the Senior Notes, including all related interest
and fees.

On July 17, 2003, ABN Amro filed Claim No. 193 in the Debtors'
cases on account of the Revolver. Subsequently, the Revolver
Claim was allowed for $1,032,735,076, and includes Citicorp's
share equal to $50,651,664 as of the Petition Date.

Citicorp asserted that it and Citigroup were entitled to set off
the Defaulted Amount against NRG's obligations to Citicorp under
the Revolver.

In a stipulation dated November 21, 2003, the Debtors authorized
Citigroup to set off $30,000,000 in principal amount owed to
Citigroup under the Senior Notes against the Defaulted Amount.
Pursuant to the November 21 Stipulation, the parties:

   -- reserved all of their rights with respect to the Citicorp
      Setoff Claim and all rights were reserved and preserved;
      and

   -- agreed that Section 9.3A of the Plan did not release or
      waive NRG's right to dispute and challenge the Citicorp
      Setoff Claim.

The Court approved the November 21 Stipulation on January 7,
2004. Accordingly, pursuant to the Stipulation, Citigroup set
off the Citigroup Setoff Claim aggregating $33,298,915.

The parties continued to negotiate to resolve their remaining
dispute as to the Citicorp Setoff Claim so as to avoid the risks
and costs inherent in litigation. The negotiations culminated in
another stipulation by the parties, which provides that:

A. Settlement Between Citicorp and NRG

  (a) The difference between the Defaulted Amount and the amount
      set off pursuant to the November 21 Stipulation is
      $13,916,319.

  (b) The Remaining Amount will be divided between the parties:

      (1) Citicorp Expenses

          Citicorp will first deduct its:

            -- legal fees and expenses in connection with the
               settlement, in an amount not to exceed $7,000; and

            -- customary brokerage costs and fees associated with
               the purchase of NRG Stock.

      (2) Citicorp Settlement Amount

          Citicorp will retain 75% of the net Remaining Amount,
          equal to $10,430,000.

      (3) The NRG Settlement Amount

          Citicorp or Citigroup will pay NRG 25% of the net
          Remaining Amount, after deducting the Citicorp
          Expenses, equal to $3,476,600, plus $371,741 in
          interest, for a total of $3,848,000.

B. Adjustments for Distributions Made Under the Plan

  (a) On the Effective Date, the amount of the Allowed Revolver
      Claim will be reduced by the amount of the Citicorp
      Settlement Amount. The share of each Revolver Holder in
      the Allowed Revolver Claim will be adjusted accordingly;

  (b) Citicorp, on behalf of the Revolver Holders, will deliver
      to the NRG Claims Reserve:

      (1) 168,660 shares of NRG Common Stock; and

      (2) $1,721,996 in cash;

      (c) Citicorp will reduce the portion of the Citicorp
          Settlement Amount that it otherwise would be       
          obligated to share under the Revolver with the other
          Revolver Holders by an amount equal to the sum of the
          Stock Price and the Cash Payment. Citicorp,
          therefore, will pay to ABN Amro in full settlement
          and satisfaction of all obligations it has under the
          Revolver to share the Citicorp Settlement Amount, an
          amount equal to:

            (1) the Citicorp Settlement Amount; less

            (2) the sum of the Stock Price and the Cash Payment,
                which amount will be distributed by ABN Amro, pro
                rata, to all of the Revolver Holders, including
                Citicorp.

NRG Energy, Inc. owns and operates a diverse portfolio of power-
generating facilities, primarily in the United States. Its
operations include baseload, intermediate, peaking, and
cogeneration facilities, thermal energy production and energy
resource recovery facilities. The company, along with its
affiliates, filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 03-13024) on May 14, 2003. The Company emerged from chapter 11
on December 5, 2003, under the terms of its confirmed Second
Amended Plan. James H.M. Sprayregen, P.C., Matthew A. Cantor,
Esq., and Robbin L. Itkin, Esq. at Kirkland & Ellis, represented
NRG Energy in its $10 billion restructuring. (NRG Energy
Bankruptcy News, Issue No. 34; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


NUCLEAR MANAGEMENT INC: Involuntary Chapter 11 Case Summary
-----------------------------------------------------------
Alleged Debtors: Nuclear Management, Inc.
                 68 West 87 Street
                 New York, New York 10024

                 Integral Pet Associates, LLC
                 68 West 87 Street
                 New York, New York 10024

Involuntary Petition Date: October 15, 2004

Case Numbers: 04-16689 and 04-16690

Nature of Business:  The Company offers radiology services.

Chapter: 11

Court: Southern District of New York (Manhattan)

Petitioners' Counsel: Jay L. Gottlieb, Esq.
                      Brown Raysman Millstein Felder & Steiner
                      900 Third Avenue
                      New York, New York 10022
                      Tel: (212) 895-2000
                      Fax: (212) 895-2900

Petitioners: DVI Receivables XV LLC                   $4,755,800
             c/o Lyon Financial Services, Inc.
             dba U.S. Bank Portfolio Services
             1310 Madrid Street
             Marshall, Minnesota 56258

             DVI Receivables XV LLC                   $3,242,430
             c/o Lyon Financial Services, Inc.
             dba U.S. Bank Portfolio Services
             1310 Madrid Street
             Marshall, Minnesota 56258

             DVI Receivables XV LLC                   $1,080,095
             c/o Lyon Financial Services, Inc.
             dba U.S. Bank Portfolio Services
             1310 Madrid Street
             Marshall, Minnesota 56258

             DVI Receivables XV LLC                     $982,278
             c/o Lyon Financial Services, Inc.
             dba U.S. Bank Portfolio Services
             1310 Madrid Street
             Marshall, Minnesota 56258

             DVI Receivables XV LLC                     $729,120
             c/o Lyon Financial Services, Inc.
             dba U.S. Bank Portfolio Services
             1310 Madrid Street
             Marshall, Minnesota 56258

             DVI Receivables XV LLC                      $71,905
             c/o Lyon Financial Services, Inc.
             dba U.S. Bank Portfolio Services
             1310 Madrid Street
             Marshall, Minnesota 56258


OCTANE ENERGY: Files for CCAA Protection to Execute Restructuring
-----------------------------------------------------------------
Octane Energy Services Ltd. (TSX:OES) and its wholly owned
subsidiaries, Octane Energy Services Inc. and Octane Energy
Services (B.C.) Inc., filed voluntary applications for protection
under the Companies' Creditors Arrangement Act with the Alberta
Court of Queens Bench in Calgary, Canada.

The purpose of the filing is to assist Octane in carrying out a
previously discussed restructuring plan.  In response to the
filing, the Court issued an Order which:

     (i) granted a Stay of Proceedings pursuant to the
         CCAA, that specifically precluded the filing of liens
         pursuant to the Builders' Lien Act, R.S.A. 2000, c. B-7
         against any customer of Octane;

    (ii) provided for the creation of Debtor in Possession
         financing;

   (iii) stipulated that Octane remain in possession and control
         of all of their assets, property and undertaking and
         shall continue to carry on their business in the normal
         course;

    (iv) appointed Ernst & Young Inc. as Monitor; and

     (v) authorized Octane to file with the Court a Plan of
         Compromise or Arrangement under the CCAA on a date to be
         set, upon further application to the Court.

"We will continue to provide our customers with the high level of
service that we have delivered in the past, to pay our employees
in the normal course and to continue their ordinary course
benefits," said J. Arthur Bray, CEO and Chairman of the Board. Mr.
Bray added,  "while we are very sorry about the financial impact
these proceedings will have on our valued vendors, the development
and implementation of our plan will start us on the road to
recovery and financial stability, and provide the Company with the
opportunity to emerge as a financially stronger ongoing entity,
which will benefit all stakeholders."

Octane Energy Services Ltd. -- http://www.octaneenergy.com/-- is  
an emerging, diversified oilfield services company.  The Company
provides services in three main areas: facilities construction
services, small diameter pipeline construction services and
electrical and instrumentation services.  The Company employs its
core base of assets and qualified personnel from its field offices
strategically located across western Canada.  The common shares of
Octane trade on the TSX Venture Exchange under the symbol "OES".


OWENS CORNING: Banks Appeal Substantive Consolidation Ruling
------------------------------------------------------------
Credit Suisse First Boston, as Agent for a consortium of
prepetition bank lenders to Owens Corning and certain of its
affiliates, delivered Notices of Appeal to the U.S. Bankruptcy
Court and U.S. District Court for the District of Delaware last
week indicating its intent to take an appeal from Senior U.S.
District Judge John P. Fullam's Order dated Oct. 5, 2004,
directing substantive consolidation of Owens Corning's estates, to
the United States Court of Appeals for the Third Circuit.  

As previously reported in the Troubled Company Reporter, Judge
Fullam delivered a non-fatal blow to the holders of Owens
Corning's bank debt when he released his decision that the
Debtors' estates should be substantively consolidated, meaning all
rolled into one.  The effect of that substantive consolidation
would be to effectively eliminate any structural priority the
banks obtained when they lent money to Owens Corning subsidiaries
and obtained guarantees from other Owens Corning entities.  The
Banks say that treating them pari passu with Owens Corning's other
unsecured creditors deprives them of nearly $1 billion in value.  

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

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

Judge Fullam found a substantial identity between Owens Corning
entities.  Judge Fullam said it was impossible for the Banks to
have relied on the separate creditworthiness of any one borrower.  
The cross-guarantees, Judge Fullam reasoned, also militated in
favor of substantive consolidation.

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

"We believe the District Court erroneously applied the substantive
consolidation remedy to a Fortune 200 company with fully audited
financial statements and no allegation of creditor wrongdoing,"
Martin Bienenstock, Esq., at Weil, Gotshal & Manges, LLP, counsel
for Credit Suisse, said in a prepared statement, according to a
report circulated by Dow Jones Newswires.  Dow Jones relates that
Mr. Bienenstock said if Judge Fullam's Oct. 5 ruling isn't
reversed on appeal, "it will curtail unsecured credit, because
lenders at virtually any major corporation could lose credit
enhancements without any clear legal standards."  

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


PANACO, INC.: Confirmation Hearing Set for Oct. 28
--------------------------------------------------
Panaco, Inc., filed a new plan of reorganization, sought and
obtained approval of a disclosure statement explaining that plan
and sent it to creditors for a vote.  The Honorable Letitia Z.
Clark of the U.S. Bankruptcy Court for the Southern District of
Texas will convene a hearing on Oct. 28, 2004, to review the
merits of the revised plan and decide whether it should be
confirmed.  At that Oct. 28 Confirmation Hearing, the Debtor,
joined by some of its largest creditors and with the support of
its Official Committee of Unsecured Creditors, will ask Judge
Clark to find that the Plan complies with each of the 13 standards
articulated in Section 1129 of the Bankruptcy Code:

   (1) the Plan complies with the Bankruptcy Code;

   (2) the Debtors have complied with the Bankruptcy Code;

   (3) the Plan was proposed in good faith;

   (4) all plan-related cost and expense payments are
       reasonable;

   (5) the Plan identifies the individuals who will serve as
       officers and directors post-emergence;

   (6) the Plan provides for no rate changes over which
       governmental regulatory commission has jurisdiction;

   (7) creditors receive more under the plan than they would
       in a chapter 7 liquidation;

   (8) all impaired creditors have voted to accept the Plan,
       or, if they voted to reject, then the plan complies
       with the absolute priority rule;

   (9) the Plan provides for full payment of Priority Claims;

  (10) at least one non-insider impaired class voted to
       accept the Plan;

  (11) the Plan is a liquidating plan and confirmation is
       unlikely to be followed by the need for further
       financial reorganization;

  (12) all amounts owed to the Clerk and the U.S. Trustee
       will be paid; and

  (13) the Debtors have no retiree benefits, therefore
       Section 1129(a)(13) is not applicable in this
       proceeding.

The Plan proposes to pay all administrative and priority claims in
full, in cash.  Secured creditors will recover their collateral or
be paid in full using new five-year high-yield notes.  Bondholders
and unsecured creditors will receive new equity and any recoveries
on account of avoidance actions prosecuted under Chapter 5 of the
Bankruptcy Code.  

Panaco, Inc., is in the business of selling oil and natural gas
produced on properties it leases to third party purchasers. The
Company filed for chapter 11 protection on July 16, 2002.
Monica Susan Blacker, Esq., at Neligan Stricklin LLP, represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $130,189,000 in
assets and $170,245,000 in debts.


PARAMOUNT RESOURCES: Completes $59 Million Equity Placement
-----------------------------------------------------------
Paramount Resources Ltd. completed its previously announced
private placement of 2,000,000 common shares issued on a "flow-
through" basis at $29.50 per share.  980,000 of the flow-through
shares were sold through a syndicate of Canadian investment
dealers co-led by:

   * FirstEnergy Capital Corp.,
   * BMO Nesbitt Burns Inc.,
   * Canaccord Capital Corporation, and
   * GMP Securities Ltd.

The other 1,020,000 flow-through shares were sold directly by
Paramount to persons connected to Paramount, including directors,
officers and employees.

                        About the Company

Paramount is a Canadian oil and natural gas exploration,
development and production company with operations focused in
Western Canada.  Paramount's common shares are listed on the
Toronto Stock Exchange under the symbol "POU".

                         *     *     *

As reported in the Troubled Company Reporter on May 27, 2004,
Standard & Poor's Ratings Services affirmed its 'B+' long-term
corporate credit and 'B' senior unsecured debt ratings on
Paramount Resources Ltd. following the company's announcement of
its intention to acquire natural gas and crude oil producing
assets from Acclaim Energy Trust and EnerPlus Resources Fund for
C$189 million.  At the same time, Standard & Poor's revised the
outlook on Paramount to negative from stable.


PAYLESS SHOESOURCE: Store Closing Sales Underway at 192 Locations
-----------------------------------------------------------------
Store closing sales are now in progress at 192 Payless ShoeSource
stores and all of the company's Parade stores. The closings are
part of Payless ShoeSource's strategic initiatives announced in
August. These initiatives are directed toward sharpening the
company's focus on its core business strategy, increasing
profitability, improving the company's operating margin and
building long-term shareowner value. Payless ShoeSource, Inc.
selected Hilco Merchant Resources to conduct the store closing
sales.

"These closing sales will yield a significant opportunity for the
value conscious consumer. These stores are well stocked with great
footwear that is rarely so deeply discounted. We don't expect this
sale to last very long," said Cory Lipoff, Executive Vice
President of Hilco Merchant Resources.

Michael Keefe, President of Hilco Merchant Resources stated, "We
are extremely pleased to be Payless ShoeSource's partner in the
execution of this inventory disposition. Hilco's experience and
expertise should help the company achieve a successful inventory
liquidation."

At the completion of this process, Payless ShoeSource will be
operating more than 4600 stores throughout the United States,
Canada and Latin America. The company is scheduled to open its
first store in Japan later this year.

Hilco Merchant Resources manages the closing of these Locations
for Payless ShoeSource, Inc.

                       About Hilco Merchant
     
Based in Northbrook, Illinois, Hilco Merchant Resources provides
high yield strategic retail inventory liquidation and store
closing services. Over the years, Hilco principals have disposed
of assets valued in excess of $30 billion. Hilco Merchant
Resources is part of the Hilco Organization, a provider of asset
valuation, acquisition, disposition and financing to an
international marketplace through 14 specialized business units.
Hilco serves retailers, manufacturers, wholesalers, distributors
and importers, direct and through their financial institutions and
consulting professionals. Services include: retail store,
warehouse and factory closings, and inventory liquidations,
through sales and auctions; asset appraisals covering retail and
industrial inventory, machinery, equipment, accounts receivables
and real estate; disposition of commercial and industrial real
estate and leaseholds; purchase and liquidation of distressed
accounts receivables portfolios; acquisition and re-marketing of
excess wholesale consumer goods inventories; and secured debt and
equity financing. The Hilco organization, headquartered in
Chicago, has offices in Boston; New York; Los Angeles; Miami;
Atlanta; Flagstaff; Detroit; Toronto; and London, England. For
more information please visit our web site:
http://www.hilcotrading.com/

                     About Payless ShoeSource

Payless ShoeSource, Inc., is the largest family footwear retailer
in the Western Hemisphere. As of the end of September 2004, the
Company operated a total of 5,048 stores offering quality family
footwear and accessories at affordable prices. In addition,
customers can buy shoes over the Internet through Payless.com(R),
at http://www.payless.com/

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 6, 2004,
Standard & Poor's Ratings Services lowered its ratings on Topeka,
Kansas-based specialty footwear retailer Payless ShoeSource Inc.
The corporate credit rating was lowered to 'BB-' from 'BB'. All
ratings were removed from CreditWatch, where they were placed with
negative implications on March 2, 2004. The outlook is negative.

"The downgrade reflects a continuation of weak operating trends,
resulting in subpar credit protection measures, and our
expectation that Payless will remain challenged to achieve a
sustainable improvement in operating performance due to increased
competition," said Standard & Poor's credit analyst Ana Lai. "The
ratings reflect Payless' participation in the highly competitive
footwear retailing industry, inconsistent sales performance, and
thin credit protection measures. These risks are partly offset by
the company's good market position, significant economies of scale
in sourcing and distribution, and adequate financial flexibility."


PRESIDENT CASINOS: Aug. 31 Balance Sheet Upside-Down by $53.6 Mil.
------------------------------------------------------------------
President Casinos, Inc. (OTC:PREZQ.OB) today announced results of
operations for the second quarter ended Aug. 31, 2004.

For the three-month period ended Aug. 31, 2004, the Company
reported a net loss of $0.7 million, compared to net income of
$42,000 for the three-month period ended Aug. 31, 2003. Revenues
for the three-month period ended Aug. 31, 2004 were $29.2 million,
compared to revenues of $31.1 million for the three-month period
ended Aug. 31, 2003.

Revenues for the six-month period ended Aug. 31, 2004 were
$58.4 million, compared to revenues of $63.2 million for the six-
month period ended Aug. 31, 2003. For the six-month period ended
August 31, 2004, the Company reported a net loss of $1.3 million,
compared to net income of $0.4 million, for the six-month period
ended Aug. 31, 2003.

                        About the Company

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

At Aug. 31, 2004, President Casinos' balance sheet showed a
$53,643,000 stockholders' deficit, compared to a $52,349,000
deficit at Feb. 20, 2004.


PRIMUS TELECOM: S&P Affirms 'B-' Rating with Developing Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on McLean,
Virginia-based international long-distance carrier Primus
Telecommunications Group Inc. to developing from positive.  The
ratings on the company, including the 'B-' corporate credit
rating, were affirmed.

"The outlook revision reflects the expectation that competition in
the international long-distance residential and business
telecommunications markets will accelerate over the next year,"
said Standard & Poor's credit analyst Catherine Cosentino.  "In
particular, incumbent telephone carriers are expected to
aggressively vie for customers in the face of increased
competition in their local telephone markets."

The business market, though facing somewhat less pricing pressure
than the residential market, has been hurt by economic weakness
and associated bankruptcies, as well as by the scale-back of
telecom spending by many customers.  These factors have also
pressured demand from Primus' carrier customers, which still
constitute about 19% of the company's revenues.  As a result, the
credit rating on Primus could be under pressure over the next six
to 12 months.  Conversely, the company identified a plan to combat
the increased competition.  If it is able to successfully execute
on this plan over the next few years, Primus may be able to
maintain a sustainable position in the international long-distance
telephone niche, which could benefit the rating in the longer
term.

Primus' substantial business risk has translated into fairly
unstable levels of revenue and EBITDA.  While revenues and EBITDA
increased by a modest 3.5% and 7.0% on a year-over-year basis for
the second quarter of 2004, on a sequential basis, these metrics
declined by 5% and 16%, respectively.  Yet, even with such
relative financial volatility, the company continues to have
adequate cushion to meet upcoming maturities due to its fairly
conservative capital structure, including debt to annualized
EBITDA of only about 3.9x for the three months ended
June 30, 2004, and fairly good liquidity.


REDHOOK ALE: Moss Adams Replaces Ernst & Young as Accountants
-------------------------------------------------------------
Redhook Ale Brewery, Incorporated, engaged Moss Adams LLP as its
independent registered public accounting firm for the fiscal year
ending Dec. 31, 2004.  During the two latest fiscal years and the
subsequent interim period through Sept. 9, 2004, the Company had
not consulted with Moss Adams with respect to:

     (i) the application of accounting principles to a specified
         transaction, either completed or proposed; or the type of
         audit opinion that might be rendered on the Company's
         financial statements; or

    (ii) any matter that was either the subject of a disagreement
         or a reportable event. The decision to engage Moss Adams
         was approved by the Company's Audit Committee.

On Aug. 16, 2004 Ernst & Young LLP resigned as the independent
registered public accounting firm for Redhook Ale Brewery,
Incorporated.  This resignation follows the July 23, 2004
notification by Ernst & Young that the firm would resign as the
Company's independent registered public accounting firm following
completion of services related to the review of the interim
financial statements of the Company for the quarter ended June 30,
2004.

                       Going Concern Doubt

The report of Ernst & Young on the Company's financial statements
for the year ended Dec. 31, 2003 expressed substantial doubt
regarding the Company's ability to continue as a going concern if
the Company's distribution agreement with Anheuser-Busch, which
was subject to early termination in 2004, was terminated. The
termination of the distribution agreement would have caused an
event of default under the Company's bank credit agreement and
would have required the Company to redeem the Series B Preferred
Stock on Dec. 31, 2004. As reported in the Company's current
report on Form 8-K filed on July 2, 2004, with the SEC, the
Company and Anheuser-Busch have entered into a new distribution
agreement which will expire on Dec. 31, 2024, subject to the one-
time right of Anheuser-Busch to terminate the distribution
agreement on Dec. 31, 2014.

                        About the Company

Redhook is one of the leading independent brewers of craft beers
in the United States and is the leading craft brewer in Washington
State. The Company produces seven styles of beer marketed under
distinct brand names: Redhook ESB, Redhook India Pale Ale (IPA),
Redhook Blonde Ale, Blackhook Porter, and its seasonal offerings,
Sunrye Ale, Winterhook and Nut Brown Ale. Redhook brews its
specialty bottled and draft products exclusively in its two
Company-owned breweries, one in the Seattle suburb of Woodinville,
Washington and the other in Portsmouth, New Hampshire. The Company
currently distributes its products through a network of third-
party wholesale distributors and a distribution alliance with
Anheuser-Busch, Incorporated. Redhook beer is available in 48
states. Please visit the Company's website at
http://www.redhook.com/to learn more about Redhook and its  
products.


RICHTREE INC: To Restructure & Recapitalize Under CCAA Protection
-----------------------------------------------------------------
Richtree Inc. and its operating subsidiary Richtree Markets Inc.
reported a filing for creditor protection under the Companies'
Creditors Arrangement Act (CCAA) in Canada. The filing will permit
the Companies to develop a restructuring plan to address their
respective current debt, capital and cost structures.

"Although we have made progress in recent months on a number of
fronts, including the settlement of significant litigation,
settlement with former directors and controlling shareholders, and
the introduction of cost reductions, our business has been
negatively impacted by a general decline in the restaurant and
tourism industries since 2001, underperformance of our U.S.
operations, high debt levels and the previously announced
elimination by the bank of our revolving operating line of
credit," said Colin T. West, President and CEO of Richtree.  "In
view of this situation and in light of increasing liquidity
pressures, we have determined that a CCAA restructuring is our
best option for addressing our financial condition and
implementing further cost reductions. We believe that such a
restructuring will provide us with the opportunity to remain
viable now and in the long-term and is therefore the best
alternative for us, our creditors, our employees and our other
stakeholders."

In conjunction with the CCAA filing, Richtree has secured a
$2.5 million debtor-in-possession financing in the form of a 60-
day revolving credit facility to fund operations while the
restructuring plan is finalized and approved. The debtor-in-
possession financing has been arranged with Catalyst Fund General
Partner I Inc. and in a related transaction; Catalyst acquired the
Company's bank debt and associated security interest from its bank
on Oct. 15, 2004. Catalyst is one of Canada's prominent investment
funds specializing in the restructuring and recapitalizing of
troubled companies with a sound core business. Catalyst intends to
work closely with existing management to effect the restructuring.

Richtree believes that its Canadian operations will not be
affected by the CCAA filing and that it will continue to operate
in the normal course of business. "We appreciate the continued
support and loyalty of our suppliers, our employees and our
customers and are confident that we will emerge from this
restructuring as a stronger, more profitable company," said Mr.
West.

The Company also announced that it has ceased operations in the
United States effective yesterday. The U.S. operations have
historically been unprofitable and adversely affected Richtree's
overall results.

The hospitality industry in recent years has been negatively
impacted by a number of adverse market conditions, including:

   -- Severe Acute Respiratory Syndrome,
   -- the Canadian Beef Industry Crisis,
   -- a sluggish economy, and
   -- a weakness in tourism in Canada.

Richtree's Canadian operations have recently shown improved
performance over the prior year. In addition to these challenges,
a number of other factors have adversely impacted Richtree's
operating results and financial condition, among them material
non-operational expenses incurred to wage and settle litigation,
costs associated with the suspension and settlement with former
officers, directors and majority shareholders, and extension of
the Bank credit facility under a Forbearance Agreement.

Effective not later than October 20, 2004, documents filed with
the court and other information regarding the restructuring will
be available on Richtree's web site: http://www.richtree.ca/

Richtree's consolidated financial statements for the year ended
July 25, 2004, due to be issued October 23, 2004 will be delayed
as a result of these developments. A copy of the draft unaudited
financial statements for the year ended July 25, 2004 are attached
to the supporting documents to Richtree's application for creditor
protection under the CCAA. These Statements are in draft and, as
such, are subject to further material adjustments. Richtree will
also delay the filing of its Annual Information Form for the year
ended July 25, 2004 until such time as its 2004 financial
statements are filed.

Richtree intends to continue to satisfy the alternate information
guidelines of OSC Policy 57-603 by issuing periodic press releases
in respect of the status of the preparation of its financial
statements for as long as it has not filed and mailed its
financial statements for the year ended July 25, 2004.

Richtree Inc.'s Class B Subordinate Voting shares are listed on
the Toronto Stock Exchange (TSX) and trade under the symbol MOO.b.
Richtree operates three Marche restaurants and six Marchelino
restaurants in Canada, as well as one full-service restaurant and
a caffe bar.

                        About the Company

Richtree Inc. is the holder of exclusive master franchise rights
from M"venpick Group of Switzerland to operate and sub-franchise
M"venpick March, and Marchelino restaurants in Canada and the
United States and to operate M"venpick restaurants in Canada. The
Company owns and operates 4 March, restaurants, 6 Marchelino
restaurants, 2 Take-me! March, outlets and 4 M"venpick restaurants
in Toronto, Ottawa, Montreal and Boston. In addition, the Company
operates 12 Take-me! March, outlets in a joint venture with
Loblaws.


RIVERSIDE FOREST: Tolko Increases Cash Offer to $40 Per Share
-------------------------------------------------------------
Tolko Industries Ltd. is increasing its all cash offer to purchase
all the outstanding shares of Riverside Forest Products Limited to
$40.00 per share from $29.00 per share.  In addition to increasing
its offer price, Tolko entered into lock-up agreements with:

   (1) Van Berkom and Associates, covering 7.3% of the outstanding
       shares of Riverside that it holds, and

   (2) Tembec Inc., covering its 7.05% position,

       under which each agreed to tender their shares to Tolko's
all cash offer.  

The lock-up agreements, together with Tolko's existing 18.63% of
the shares, represent 33% of the total outstanding shares of
Riverside.  The lock-up agreements also provide Tolko with the
right to match any offer made by another bidder.  In conjunction
with these events, Tolko extended the expiry of its offer to
12:05 am (Vancouver time) on October 26, 2004.

Trevor Jahnig, Tolko's Vice-President of Finance & CFO said: "Our
enhanced offer of $40.00 represents the best opportunity for
Riverside shareholders to maximize value and will also provide
them with immediate liquidity.  We believe Tolko's offer is
superior to Interfor's proposal.  Rapidly declining commodity
prices coupled with the rising Canadian dollar will have a
negative impact on the financial performance of forest products
companies going forward.  In addition, the amount and timing of
any duty refunds is highly speculative as evidenced by the US
Administration's decision this week to file a new extraordinary
challenge under NAFTA.

We believe the combination of Tolko and Riverside is the best fit
for the assets, the employees, the communities and the utilization
of the forest resource.  We have strong roots in the Interior of
BC, our corporate office is located there and our consistent track
record of performance demonstrates we understand the Interior
forest industry."

Trevor Jahnig also said "The issuance of the latest poison pill by
Riverside is unprecedented and is not in the best interest of
shareholders.  Tolko is applying to have this poison pill struck
down by the BC Securities Commission so that shareholders are free
to choose which offer they wish to tender to."  He said that it is
inappropriate for the Board of Riverside to remove freedom of
choice for shareholders.  

Tolko Industries is a family-owned forest products company based
in the Interior of British Columbia in Vernon.  Tolko manufactures
and markets specialty forest products to world markets.  The
Company was incorporated in 1961 and has grown to more than
2400 employees in ten manufacturing divisions and three sales and
marketing offices in British Columbia, Alberta, Saskatchewan and
Manitoba.

Riverside Forest Products Limited is the fourth largest lumber
producer in British Columbia with over 1.0 Bbf of annual capacity
and an annual allowable cut of 3.1 million cubic metres.  The
Company is also the second largest plywood and veneer producer in
Canada.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 8, 2004,
Moody's Investors Service affirmed Riverside Forest Products
Limited's B2 senior unsecured rating and changed the outlook to
developing.  The rating action follows the announcement that
Riverside has signed a definitive agreement with International
Forest Products Limited -- Interfor -- pursuant to which Interfor
will make an offer to acquire up to 100 percent, but a minimum of
51%, of Riverside. The offer is for $39 in cash and Interfor Class
A shares, to a maximum of $184 million in cash, or $35 in cash and
shares plus a Contingent Value Right to receive any U.S. softwood
duty refunds received by Riverside on or before December 31, 2007.
If successful, the transaction will close by year-end.

As reported in the Troubled Company Reporter on August 27, 2004,
Standard & Poor's Ratings Services placed its 'B+' long-term
corporate credit and senior unsecured debt ratings on Kelowna,
B.C.-based Riverside Forest Products Ltd. on CreditWatch with
developing implications following the company's announcement that
it would reject an unsolicited takeover offer from privately held
Tolko Industries Ltd.


SAN JOAQUIN: Fitch Affirms 'BB' Underlying & Bond Ratings
---------------------------------------------------------
Fitch Ratings affirms the underlying 'BB' rating on the San
Joaquin Hills Transportation Corridor Agency -- TCA, California,
insured toll road refunding revenue bonds, series 1997A, and the
'BB' rating on the uninsured potion of the series 1997A bonds.

Fitch also affirms the 'BB' rating on the $220 million senior lien
toll road revenue bonds, series 1993.  However, Fitch assigns a
Negative Rating Outlook to the series 1997A and 1993 bonds.  A
portion of the series 1997A bonds is rated 'AAA' based on a
guarantee of scheduled debt service payments under an insurance
policy with MBIA Insurance Corporation, whose insurer financial
strength is rated 'AAA' by Fitch.

The Negative Rating Outlook reflects Fitch's view that while
management continues to act in the interest of bondholders to meet
covenants, significant additional toll increases well in excess of
consumer price index -- CPI -- growth (potentially doubling the
toll) will be required over the next four years.  The limited
availability of liquidity through $76.5 million in series 1997A
debt service reserve funds, which represents 89% of 2008 debt
service and 67% of 2012 debt service, limits bondholder
protection.

Tolls were increased in July 2004 to meet a 16% increase in debt
service in 2005.  The TCA faces a 32% increase in debt service
from 2005-2008 and a 33% increase from 2008-2012.  While traffic
and revenue growth at current rates cannot be ruled out, it cannot
be relied upon after eight years of operation.  As a result, toll
rates will need to increase significantly over the next two to
three years, with this trend continuing through 2012.  An
estimated elasticity of a 25% loss of traffic on a 100% toll
increase introduces the likelihood that despite management's
efforts to maximize revenues, draws on the underfunded debt
service reserve fund may be required.

The toll road opened to traffic in 1997.  Actual toll revenue
growth, while high in absolute terms at 12% in 2002, 8% in 2003,
and nearly 10% in 2004, is below levels projected in the 1997
forecast.  As a result, not only is the credit working from a
lower revenue base relative to the 1997 forecast but also with the
risk of a growing gap between the two.  Revenue levels, which, in
late 1999, were at approximately 84% of forecasted levels at the
time of the 1997 financing, are now at approximately 78% of the
forecast.  Again, while higher growth rates cannot be ruled out,
the toll road's ability to maintain the high annual rates of
revenue growth necessary to ensure timely debt service payment and
meet bond covenants is speculative.

Fitch remains confident in management's ability and willingness to
take various actions in an effort to improve or stabilize the
credit.  However, while the TCA's proactive managerial stance
remains a credit strength, at this stage, it is not sufficient to
mitigate the weaker economic profile of the credit.  It is Fitch's
opinion that the level of revenue realization from much-needed,
frequent, additional increases outside the original finance plan
is unclear.  The 2004 toll increase increased revenues, but its
effect on traffic will need to be monitored over time to assess
any additional limits on management's ratemaking flexibility.  It
is important to note that lower elasticity of demand has been
experienced on the mainline than at the ramp, indicating that some
flexibility remains.  The peak cash toll rate per mile after the
implementation of the 2004 toll increase is nearly 27 cents per
mile, among the highest for Fitch-rated toll roads in the U.S.

The San Joaquin Hills toll road is one of two projects managed by
the Transportation Corridor Agencies of Orange County, California.
While toll revenues are the primary source of income on the San
Joaquin Hills toll road, net development impact fees are also
pledged to the bonds.  The TCA also manages the Foothill/Eastern
toll roads.  Traffic and revenue on this system is currently
slightly ahead of projections at the time of the July 1999
refinancing of its $1.7 billion in debt.  Fitch rates the
Foothill/Eastern project bonds 'BBB'.  In addition to the federal
line of credit, net development impact fees are also pledged to
this project.  These factors along with the projected strength of
traffic result in a stable medium-term outlook for the
Foothill/Eastern project bonds.


SECOND CHANCE BODY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Second Chance Body Armor, Inc.
        7915 Cameron Street
        PO Box 578
        Central Lake, Michigan 49622
        Tel: (231) 544-5721

Bankruptcy Case No.: 04-12515

Type of Business: The Company manufactures wearable and soft
                  concealable body armor.
                  See http://www.secondchance.com/

Chapter 11 Petition Date: October 17, 2004

Court: Western District of Michigan (Grand Rapids)

Judge: Jeffrey R. Hughes

Debtor's Counsel: Stephen B. Grow, Esq.
                  Warner Norcross & Judd, LLP
                  900 Fifth Third Center
                  111 Lyon Street Northwest
                  Grand Rapids, Michigan 49503
                  Tel: (616) 752-2158

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 largest unsecured creditors:

    Entity                                   Claim Amount
    ------                                   ------------
Lincoln Fabrics                                $6,923,695
63 Lakeport Road
Saint Catherine's, Ontario L2N 4P6

Hexcel Reinforcements                          $2,937,463
PO Box 538316
Atlanta, Georgia 30353-8316

Barrday Corporation                              $646,227
PO Box 931893
Atlanta, Georgia 31193-1898

Miller Canfield Paddock & Stone PLC              $331,584
PO Box Drawer 64348
Detroit, Michigan 48264-0348

W. L. Gore Associates                            $329,316
PO Box 751000
Charlotte, North Carolina 28275

Fabtex, Inc.                                     $168,193

AICCO, Inc.                                       $99,896

The CIT Group/Commercial Services                 $99,115

Brookline, Incorporated                           $76,991

Dennis Gartland & Niergarth                       $68,809

Honeywell                                         $66,328

YKK USA, Incorporated                             $64,032

Advantage Label and Packaging, Incorporated       $45,539

Village Press                                     $36,153

Paulson Manufacturing Corporation                 $31,612

Harrold Wildman                                   $31,247

Henderson Sewing Machine Company                  $28,343
Waits Drive Industral Park

CIT Group/Commercial Services                     $26,026

Cox, Hodgman & Giarmarco, P.C.                    $23,617

Coors Tek, Inc.                                   $22,069


SERVICE CORP: Debt Reduction Prompts Moody's to Upgrade Ratings
---------------------------------------------------------------
Moody's Investors Service upgraded all the credit ratings of
Service Corporation International and changed the company's
outlook to stable from positive.  

The ratings reflect:

     (i) the company's significant debt reduction,

    (ii) position as the market leader in the death care industry,
         and

   (iii) strong cash flow generation and improved liquidity.

The ratings also reflect:

     (i) the challenges facing the death care industry including
         declining death rates, and

    (ii) the trend towards lower revenue and gross profit
         cremation services.

Moody's upgraded these ratings:

   * $250 million 6.75% senior unsecured notes, due 2016, upgraded
     to Ba3 from B1

   * $143.5 million 6.875% senior unsecured notes, due 2007,
     upgraded to Ba3 from B1;

   * $150 million 7.2% senior unsecured notes, due 2006, upgraded
     to Ba3 from B1;

   * $358.3 million 7.7% senior unsecured notes, due 2009,
     upgraded to Ba3 from B1;

   * $195 million 6.5% senior unsecured notes, due 2008, upgraded
     to Ba3 from B1;

   * $55.6 million 7.875% senior unsecured debentures, due 2013,
     upgraded to Ba3 from B1;

   * $63.8 million 6% senior unsecured notes, due 2005, upgraded
     to Ba3 from B1;

   * $51 million 8.375% senior unsecured notes, due 2004, upgraded
     to Ba3 from B1;

   * Senior unsecured shelf registration, upgraded to (P)Ba3 from
     (P)B1;

   * Senior Subordinated, Subordinated, and Junior Subordinated
     shelf registrations, upgraded to (P) B2 from (P)B3;

   * Senior Implied, upgraded to Ba3 from B1;

   * Senior Unsecured Issuer, upgraded to Ba3 from B1;

   * Speculative Grade Liquidity Rating, upgraded to SGL-1 from
     SGL-2.

The ratings outlook has been changed to stable from positive.

The ratings upgrade reflects:

     (i) the company's improved balance sheet,
    (ii) strong cash flow generation, and
   (iii) expected stable financial performance.

Net debt levels have declined from about $4 billion in 1999 to
under $1 billion as of June 30, 2004.  Total debt outstanding as
of June 30, 2004 was $1.3 billion and cash and cash equivalents
totaled $340 million.  The company used free cash flows from
operations and the proceeds of asset sales, including the sale of
its French operations and the public offering of its United
Kingdom operations in 2004, to pay down debt and increase the
balance of cash and cash equivalents.

The company benefits from serving as the market leader in the
death care industry and from predictable revenue and cash flow
streams.  Service Corp. implemented various initiatives to improve
revenues and profitability in recent years, including the "Dignity
Memorial" national branding strategy, organizational
restructurings and cost containment measures.  The company also
benefits from its large backlog derived from preneed funeral and
cemetery contracts which are primarily supported by cash in trust
funds or third party insurance companies.  However, the company
must overcome many of the same challenges facing the rest of the
death care industry including declining death rates and the
increasing trend toward cremation services.  About 40% of the
total funeral services the company performs are cremation
services, which generate less revenue and gross profit than a
traditional funeral service.

The stable ratings outlook reflects the expectation that the
company will experience modest revenue growth and improving free
cash flows from operations.  The company has announced a
$100 million stock buyback program in 2004 and is considering
various alternatives for the use of its cash and cash equivalents
balance.  Moody's expects the company to continue to utilize free
cash flows to pay down debt and improve its capital structure.  
Significant revenue growth, margin improvements or faster than
expected debt pay downs would likely benefit the ratings or
outlook.  

The ratings or outlook could deteriorate if the company:

     (i) fails to reduce leverage,

    (ii) experiences a sustained reduction in its free cash flow,

   (iii) loses access to surety bonds, or

    (iv) resolves its outstanding litigation at a cost
         significantly higher than established balance sheet
         reserves.

The upgrade of the company's SGL rating to SGL-1 reflects the
company's very good liquidity profile over the next twelve months.  
Existing cash and projected cash flow from operating activities
are expected to be well in excess of anticipated capital spending,
required debt amortization and funding of anticipated share
buybacks.  Moody's expects the company to generate cash flow from
operations of over $250 million in the next twelve months and
capital expenditure requirements are expected to be about
$100 million.  Debt maturities in the next twelve months are about
$51 million.  Additional liquidity support comes from the
company's $200 million secured revolver maturing in August 2007.  
As of June 30, 2004, there were no outstanding borrowings under
the facility and approximately $79 million was reserved for
letters of credit.  No borrowings under the revolver are expected
in the next twelve months.  The covenants under the revolving
credit facility include a maximum net leverage ratio and minimum
interest coverage requirement.  Moody's expects the company to
maintain compliance with these covenants with significant cushion.
The SGL rating will be sensitive to:

     (i) the level of cash and equivalents maintained by the
         company,

    (ii) the ability of the company to maintain a satisfactory
         level of free cash flow from operations and the size of
         any potential acquisitions, dividends or share
         repurchases.

Free cash flow to debt for the LTM period ended June 30, 2004 was
11.6% and is expected to increase to over 15% in 2005. Total debt
to EBITDA was approximately 3.8 times for the LTM period and is
expected to decrease to under 3 times in 2005.  EBITDA less
capital expenditures coverage of interest was approximately
1.7 times for the LTM period and is expected to increase to over 3
times in 2005.

Service Corp., headquartered in Houston, Texas, is the largest
provider of funeral and cemetery services in North America.  For
the LTM period ended June 30, 2004 revenue was approximately
$2.2 billion.


SHOWCASE AUTO: Creditors Must File Proofs of Claim by Nov. 22
-------------------------------------------------------------    
The United States Bankruptcy Court for the Eastern District of
California set November 22, 2004, as the deadline for all
creditors owed money by Showcase Auto Plaza, on account of claims
arising prior to July 15, 2004, to file their proofs of claim.

Creditors must file their written proofs of claim on or before the
November 22 Claims Bar Date, and those forms must be delivered to:

      Clerk of the Bankruptcy Court
      Modesto Division Office
      1130 12th Street, Suite C
      P.O. Box 5276
      Modesto, California 95352--5276

For a governmental unit, the Claims Bar Date is January 11, 2005.

Headquartered in Modesto, California, Showcase Auto Plaza --  
http://www.showcaseautoplaza.com/-- sells automobiles and   
provides auto service and repair. The Company filed for chapter  
11 protection on July 15, 2004 (Bankr. E.D. Calif. Case No.  
04-92709). Donald W. Fitzgerald, Esq., at Felderstein Fitzgerald  
Willoughby & Pascuzzi LLP, represents the Debtor in its  
restructuring efforts. When the Debtor filed for protection from  
its creditors, it estimated assets and debts of more than $10  
million.


STELCO INC: Losing General Motors & DaimlerChrysler as Customers
----------------------------------------------------------------
Stelco Inc. (TSX:STE) reported General Motors provided notice that
it is proceeding with plans to obtain a source of supply other
than Stelco for its 2005 requirements.  In General Motor's letter
regarding the 90 day notice of a potential work stoppage that was
issued by USWA Local 8782, it cited the potential for interruption
of supply during the term of the proposed 2005 supply contract as
the reason for its decision.

Stelco also received notice from DaimlerChrysler stating that it,
too, would seek an alternate source of supply if Stelco cannot
provide assurances regarding security of supply by the end of this
month.

Courtney Pratt, Stelco President and Chief Executive Officer,
said, "These are extremely significant blows to the Company.  Our
biggest customer is pulling its business and our second biggest
customer will do the same thing if it doesn't receive the
assurance it needs.  

"These actions pose extremely grave consequences for the future of
the Company and of the communities in which it operates.     

"I hope that all parties, including our union Locals, will
acknowledge the serious nature of these developments and will work
with us on an urgent basis with the goal of preserving the
business on which so many futures depend.

"Toward that end, the Company will pursue discussions with Local
8782 during this coming weekend in an effort to find a solution to
[the] developments."

Stelco, Inc. -- http://www.stelco.ca/-- which is currently  
undergoing CCAA restructuring proceedings, is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.  Consolidated net sales in
2003 were $2.7 billion.


SOVEREIGN BANCORP: Appoints CEOs for 5 New England Markets
----------------------------------------------------------
Joseph P. Campanelli, president and chief operating officer of
Sovereign Bank's New England Division, reported the appointment of
chief executive officers and presidents for five markets in the
New England region.  The region encompasses Connecticut,
Massachusetts, New Hampshire and Rhode Island. The appointments
will become effective beginning in January 2005. As previously
announced, Mr. Campanelli will become Chief Executive Officer of
the New England division in January 2005.

The new leaders and their respective markets are part of a
realignment to better serve local markets with local decision-
makers, while offering the products and services that are normally
only available at a large bank. The bank will be divided into five
markets each in the New England and Mid- Atlantic regions.

A CEO or President will manage each market. These individuals will
be responsible for all business growth in their area, as well as
providing leadership to team members and the community.

"This realignment is intended to give more authority to our
leadership in local markets so that they can be more responsive to
the wants and needs of our customers," said Mr. Campanelli, whose
responsibilities will expand in January 2005 to include all retail
banking in addition to commercial banking that he now oversees.

Mr. Campanelli added that the restructure is intended to combine
management of retail and commercial operations to provide stronger
integrated services. It is not a change in strategy, he said, but
rather the next step in deepening Sovereign's commitment to
providing customer experiences every day.

He noted that the individuals who were selected to serve as CEOs
and Presidents are all seasoned banking executives who have a
broad range of experience.

"These individuals have a clear understanding of our mission,
vision, values and strategy," Mr. Campanelli said. "Their strong
local business connections and commitment to the community will
solidify our presence in the markets we serve."

New England Markets and Market Leadership Team:

   -- Kevin E. Flaherty, Market President, Connecticut and
      Western Massachusetts

      A 27-year banking veteran, Mr. Flaherty joined Sovereign
      Bank in 2000 as market manager for commercial banking in
      Connecticut and Western Massachusetts.  Prior to joining
      Sovereign, Flaherty held a variety of managerial positions
      at BankBoston and State Street Bank. He began his banking
      career at Connecticut Bank & Trust.

      An active member of the community, he is involved in a
      number of non-profit and business associations, including
      the Finance Committee and Campaign Cabinet of the United Way
      of the Capital Area, Habitat for Humanity, and the Metro
      Hartford Alliance and Economic Development Council.  A
      resident of West Hartford, Conn., Flaherty holds a B.A. in
      economics and an M.B.A. in finance from the University of
      Connecticut.

   -- William P. Hourihan, Jr., Market Chief Executive Officer,
      Nantucket and Martha's Vineyard

      Bill Hourihan began his 33-year banking career with
      Nantucket Bank.  During that time he held a variety of
      positions, including treasurer and senior lender, and most
      recently as Nantucket Bank's chief executive officer.  
      Nantucket Bank was a bank subsidiary of Seacoast Financial
      Services Corporation, which Sovereign acquired on July 23,
      2004.

      Mr. Hourihan is very involved in the Nantucket community and
      serves on several committees, including the School Committee
      and Zoning Board of Appeals.  He also donates his time to
      the Nantucket Boys and Girls Club and the Nantucket Cottage
      Hospital.  Mr. Hourihan received his master's degree from
      Babson College in Wellesley, Mass., and bachelor's degree
      from the University of Massachusetts in Boston.  He
      currently lives on Nantucket.

   -- Steven J. Issa, Market Chief Executive Officer, Rhode Island

      Steve Issa has been in the banking industry for 27 years.  
      He joined Sovereign in 1998, serving as Regional President
      and Managing Director for the Rhode Island and Southeastern
      Massachusetts commercial banking group.  In addition he
      oversees the bank's precious metals unit, asset-based and
      specialized lending groups for Rhode Island, as well as the
      New England commercial real estate group.  Prior to joining
      Sovereign, Mr. Issa served in a variety of executive
      positions with FleetBoston Financial and Shawmut Bank.  He
      began his banking career in 1977 with Old Stone Bank in
      Providence, Rhode Island.

      Mr. Issa is an active member of Rhode Island's community,
      serving on the boards of the Greater Providence Chamber of
      Commerce, Cumberland Boys and Girls Club, Community College
      of Rhode Island Alumni Foundation, Business Development
      Company of Rhode Island, and the Governor's Commodore
      Advisory Committee.  A native of Rhode Island, he holds an
      undergraduate degree and an M.B.A. from Bryant University in
      Smithfield, RI.  He resides in Cumberland, Rhode Island.

   -- Richard D. Lund, Jr., Market President, New Hampshire

      With more than 20 years' experience in the banking industry,
      Rick Lund has held a variety of management positions with
      New Hampshire banking institutions.  Lund joined Sovereign
      in 2003 as president of Sovereign's commercial banking
      activities in New Hampshire.  Previously, he worked for
      Farmington National Bank as President and CEO, and First New
      Hampshire Bank.

      Mr. Lund is involved in a number of professional and
      community organizations, including the New Hampshire Bankers
      Association, Chairman of Chapters Division Council, Frisbie
      Memorial Hospital, United Way and Junior Achievement.  A
      resident of Dover, New Hampshire, he holds a B.A. in
      economics from Colby College in Waterville, Maine.

   -- Patrick J. Sullivan, Market Chief Executive Officer,
      Massachusetts

      Pat Sullivan has 27 years of experience in banking and
      financial services in New England.  Sullivan joined
      Sovereign in 2000 to oversee the bank's commercial banking
      activities in Massachusetts, as well as specialty lending
      groups consisting of franchise and restaurant lending,
      healthcare and education, sports and media, transportation,
      and energy and utilities.  Prior to joining Sovereign, he
      served as President and Chief Executive Officer of Howard
      Bank in Burlington, Vermont.  Mr. Sullivan also previously
      served as the senior lending officer at First New Hampshire
      Banks, a Bank of Ireland subsidiary.

      His board affiliations include the Turnaround Management
      Association, Commercial Finance Association, Massachusetts
      Business Development Corporation, and the Entrepreneurial
      Institute.  Mr. Sullivan is also involved in a number of
      community organizations, including the Salvation Army, Jimmy
      Fund, and United Way.  A resident of Westford, Mass., he
      holds a B.S. and M.B.A. from Bryant University in
      Smithfield, Rhode Island.

In the coming weeks, Sovereign will be appointing individuals to
fill other key leadership positions within each market.

                        About Sovereign
   
Sovereign Bancorp, Inc. (NYSE: SOV) is the parent company of
Sovereign Bank, pro forma, a $60 billion financial institution
with more than 650 community banking offices, over 1,000 ATMs and
approximately 9,500 team members in Connecticut, Maryland,
Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania
and Rhode Island. In addition to full-service retail banking,
Sovereign offers a broad array of financial services and products
including business and corporate banking, cash management, capital
markets, trust and wealth management and insurance. Pro forma for
pending acquisitions, Sovereign is the 18th largest banking
institution in the United States. For more information on
Sovereign Bank, visit http://www.sovereignbank.com/or call  
1-877-SOV-BANK.

                          *     *     *

As reported in the Troubled Company Reporter on June 30, 2004,
Fitch Ratings assigned these expected ratings to Sovereign
Bancorp, Inc.'s $1 billion mixed-shelf registration:

   Sovereign Bancorp, Inc.

      --Long-term senior 'BBB-';
      --Subordinated 'BB+';

   Sovereign Capital Trust V

      --Preferred stock 'BB'.

   Sovereign Capital Trust VI

      --Preferred Stock 'BB'.

Fitch added that SOV's ratings are based on its consistent
earnings, sound asset quality, and solid liquidity. While in the
midst of two acquisitions, concerns regarding integration risk
remain moderate as SOV has demonstrated the ability to integrate
past acquisitions with limited disruption. Capital levels are
adequate. Fitch would view further increases in core
capitalization levels from the shelf favorably. However,
significant additional financial leverage could put downward
pressure on the company's ratings.


SYBRON DENTAL: Succeeds in Takeover Bid for Innova LifeSciences
---------------------------------------------------------------
Sybron Dental Specialties, Inc. has been successful in the offer
made by its indirect wholly owned subsidiary, Sybron Canada
Limited, to acquire Innova LifeSciences Corporation.  The Offer
was made at a price of $1.4106 in cash per common share.
39,363,764 of the common shares of Innova, being approximately
94.18% of the issued and outstanding common shares on a fully
diluted basis, have been deposited to the Offer.

Sybron intended to make the Offer on Aug. 23, 2004 and the take-
over bid circular was mailed to Innova's shareholders on
Sept. 9, 2004.  The deposit to the Offer of 66-2/3% or more of the
shares of Innova was a condition of the Offer.  Sybron has now
declared its Offer for Innova to be wholly unconditional, and it
has instructed the Depositary, Computershare Trust Company of
Canada, to take up and pay for all the shares deposited to the
Offer.  Payment to Innova's shareholders who deposited their
common shares to the Offer will be made by the Depositary as soon
as reasonably practicable.

Sybron Canada now intends to exercise its statutory rights under
the Business Corporations Act (Ontario) to compulsorily acquire
all of the common shares of Innova that have not been deposited to
the Offer and will also seek to de-list Innova's shares from the
Toronto Stock Exchange.

"The addition of Innova provides Sybron with a premier vehicle for
participating in the rapidly growing dental implant market, said
Floyd W. Pickrell, Jr., Chief Executive Officer of Sybron.  We are
pleased to make this acquisition in a manner that will enable it
to be accretive in a short timeframe.  Innova has a premium,
highly differentiated product line that offers significant
advantages to the clinician.  We intend to manage this product
line in a manner similar to our endodontic business, with a
dedicated direct sales force and aggressive investment in new
product development.  This strategy has enabled us to generate
strong double-digit growth in our direct sale endodontic product
line over the past two years, and we believe Innova will deliver
similar results for Sybron as we add more sales reps and they
become fully productive."

Expected benefits from this acquisition include:

   (1) A strong presence in one of the fastest growing areas of
       dentistry.  The worldwide dental implant market is
       estimated at US $1.2 billion and growing at a compound
       annual rate of more than 15%.

   (2) Entree to two new specialty markets that are the largest
       users of dental implants -- oral surgeons and periodontists
       -- that will provide cross-sell opportunities for Sybron's
       other product lines, such as the recently acquired Bioplant
       synthetic bone regeneration product line used in dental
       implant procedures.

   (3) The addition of a robust new product pipeline that will
       allow Sybron to remain at the forefront of emerging trends
       in the dental implant industry.  Innova is preparing to
       launch the Endopore Hybrid implant, which provides dentists
       with a product that combines the unique biomechanical
       properties of the Endopore implant with the immediate
       stabilizing feature of threaded implants.  An esthetic
       implant is also in development for introduction in 2005.

   (4) Sybron's financial resources will enable Innova to increase
       its marketing and distribution network allowing it to
       capitalize on more opportunities in the worldwide dental
       implant market.

Michael Kehoe, the current CEO of Innova, will continue to manage
the dental implant business.  "We are very pleased to join forces
with Sybron Dental Specialties," said Mr. Kehoe.  "For the past
several years, Innova has built a strong reputation for quality
and innovation in the dental implant market and attracted a
growing number of practitioners to our products.  With the
resources provided by Sybron, we believe we can significantly
broaden our reach over the next few years and capture additional
market share both domestically and internationally."

Additional information about the Offer and copies of the take-over
bid circular may be obtained at http://www.sedar.com/

             About Innova LifeSciences Corporation

Innova LifeSciences Corporation -- http://www.innovalife.com/--
specializes in the development, manufacture and global marketing
of proprietary medical devices and technologies, and is committed
to continued profitable growth by advancing its technology,
enriching its value proposition for customers and adding
innovative complementary technologies.  Endopore, Innova's brand
name dental implant system, is now used by dental professionals in
more than 20 countries as a preferred technology to anchor dental
prostheses such as dentures, partial plates, bridgework and single
teeth.  A Canadian company, Innova was founded in 1988 and its
technologies are approved by a wide range of health authorities,
including the United States Food and Drug Administration.

                About Sybron Dental Specialties

Sybron Dental Specialties, Inc. -- http://www.sybrondental.com--  
and its subsidiaries are manufactures value-added products for the
dental and orthodontic professions and products for use in
infection control.  Sybron Dental Specialties develops,
manufactures, and sells through independent distributors a
comprehensive line of consumable general dental and infection
prevention products to the dental industry worldwide.  It also
develops, manufactures, markets and distributes an array of
consumable orthodontic and endodontic products worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on May 21, 2004,
Moody's Investors Service upgraded the ratings of Sybron
Dental Specialties, Inc., to reflect the merger of Sybron
Dental Management, Inc. into SDS.

Ratings affected are:

   -- $150 million Senior Secured Revolver due, 2007, to Ba2 from
      Ba3

   -- $90 million Senior Secured Term Loan due, 2009, to Ba2 from
      Ba3

   -- $150 million Senior Subordinated Notes, due 2012, to B1 from
      B2

   -- Senior Implied Rating, to Ba2 from Ba3

   -- Senior Unsecured Issuer Rating, to Ba3 from B1

The outlook for the ratings is stable.

As reported in the Troubled Company Reporter on April 2, 2004,
Standard & Poor's Ratings Services raised its corporate credit and
senior secured ratings on Sybron Dental Specialties Inc. to 'BB+'
from 'BB-', and its subordinated debt rating to 'BB-' from 'B'.
The outlook is stable.


TANGO INC: Adds Greg Kiser to Portland's Management Team
--------------------------------------------------------
Tango Incorporated (OTCBB:TNGO) said Greg Kiser, a veteran of the
screen printing and embellishment industry, with over 20 years of
production experience, has joined the Portland management team.
Mr. Kiser, who also has extensive sourcing experience, has joined
the Company as Vice President of Operations.

Greg Kiser has a stellar background in the business, and will be
instrumental as a market expert in Tango's acquisition strategy as
it moves forward. He has worked both domestically and offshore and
has been responsible for running high volume printing and
embellishment operations with organizations such as Storyline, Art
F/X, Dunn and HH Cutler. He brings with him a wealth of experience
that is critical to the production side of the business. Mr. Kiser
has direct oversight of all pre-press, production and post-press
activities, combined with the ability to stretch into both the Art
Department and Client Services to ensure a cohesive order
fulfillment process.

According to Matt Murray, President of Tango Pacific, "Greg's
first task has been to design and install an entirely new and
independent Quality Control Department. This will allow us to
continue to improve on the quality of service Tango presently
provides its customers. We feel that now that we are moving into
profitability, Greg will be instrumental in allowing us to achieve
our goal of order fulfillment excellence matching print quality
excellence."

                           About Tango
   
Tango Incorporated is a leading garment manufacturing and
distribution company, with a goal of becoming a dominant leader in
the industry. Tango pursues opportunities, both domestically and
internationally. Tango provides major branded apparel the ability
to produce the highest quality merchandise, while protecting the
integrity of their brand. Tango serves as a trusted ally,
providing them with quality production and on-time delivery, with
maximum efficiency and reliability. Tango becomes a business
partner by providing economic solutions for development of their
brand. Tango provides a work environment that is rewarding to its
employees and at the same time has an aggressive plan for growth.
Tango is currently producing for many major brands, including
Nike, Nike Jordan and RocaWear.

                          *     *     *

                       Going Concern Doubt

In its Form 10-QSB for the quarterly period ended April 30, 2004,
filed with the Securities and Exchange Commission, Tango Inc.
reported that, as of April 31, 2003 and 2004, its auditors
expressed substantial doubt about the company's ability to
continue as a going concern in light of continued net losses and
working capital deficits.


TEMBEC INC: Can Repurchase Common Shares at TSX Until Oct. 2005
---------------------------------------------------------------
Tembec Inc. received acceptance from the Toronto Stock Exchange of
a notice of intention to extend its normal course issuer bid.  The
filing of the notice allows Tembec to repurchase for cancellation
up to 4,293,046 (approximately 5%) of its 85,860,932 Common Shares
outstanding as at October 1st, 2004.  Purchase of the Common
Shares will be made on the open market through the facilities of
The Toronto Stock Exchange.

The Company believes that the purchase for cancellation of its
shares, pursuant to the normal course issuer bid, is advantageous
to it and its shareholders.

Purchase of Common Shares could be made from time to time, at
market prices, during the period starting October 19, 2004 and
ending no later than October 18, 2005.  During the previous
12 months, the Company made no purchase of shares.

Tembec is a leading integrated forest products company, well
established in North America and France.  With sales of
approximately $4 billion and some 11,000 employees, it operates 50
market pulp, paper and wood product manufacturing units, and
produces chemicals from by-products of its pulping process.  
Tembec markets its products worldwide and has sales offices in
Canada, the United States, the United Kingdom, Switzerland, China,
Korea, Japan, and Chile.  The Company also manages 40 million
acres of forest land in accordance with sustainable development
principles and has committed to obtaining Forest Stewardship
Council certification for all forests under its care by the end of
2005.  Tembec's common shares are listed on the Toronto Stock
Exchange under the symbol TBC.  Additional information is
available at http://www.tembec.com/

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 21, 2004,
Moody's Investors Service affirmed the Ba3 senior implied, senior
unsecured and issuer ratings of Tembec Inc.'s key operating
subsidiary, Tembec Industries, Inc.  The outlook remains negative.
Moody's also assigned Tembec a Speculative Grade Liquidity rating
of SGL-3.


URSTADT BIDDLE: Fitch Assigns 'BB+' Issuer Rating
-------------------------------------------------
Fitch Ratings affirmed the 'BB' rating of the preferred stock
($52.7 million outstanding) of Urstadt Biddle Properties Inc.
(NYSE: UBA).  Fitch also assigns a 'BB+' issuer rating to Urstadt
Biddle.  The Rating Outlook remains Stable.

The ratings reflect:

   (1) Urstadt Biddle's stable, consistent cash flows, and

   (2) a good quality portfolio of predominantly grocery-anchored
       shopping centers located mostly in high income, mature
       suburban markets of Fairfield County, Connecticut and
       Westchester and Putnam counties in New York, which together
       constitute 75% of the company's gross leaseable area.

In addition, the management team is well seasoned with highly
localized expertise, and the company has reasonable lease
expiration and debt maturity schedules.

The ratings acknowledge the significant geographic, asset, and
tenant concentrations inherent in the portfolio and the overall
small size of the company ($442 million in undepreciated book
capital).

Twenty of Urstadt Biddle's 26 core retail properties are located
in one of three suburban metropolitan New York counties.  While
this represents 75% of gross leaseable area and 83% of net
operating income -- NOI, these are strong markets in which to be
located due to their high income, above-average barriers to entry
and mature nature.  Furthermore, single asset concentration and
size is a concern as the company's portfolio only consists of
34 total properties and Urstadt Biddle's three largest assets
encompass approximately 35% of total company NOI.

Support for the rating comes from strong coverage of both interest
expense and preferred stock dividends and low leverage levels.
This is exemplified by:

   * an EBITDA coverage of interest expense of 5.0 times (x), and
   * a fixed-charge coverage of 3.1x.

Moreover, Fitch estimates the ratio of unencumbered NOI to
preferred distributions is 4.6x and, in considering unencumbered
NOI plus NOI generated by encumbered assets adjusting for secured
debt expense, this coverage increases to 7.8x.  In addition, debt-
to-total book capitalization and debt plus preferred-to-total book
capitalization is 24% and 36%, respectively.  The company has
approximately $108 million of debt, all of which is secured, and
none of the company's outstanding debt carries a variable rate.  
It is encumbered by 13 of the company's 34 properties, which
represents $220 million of gross book value.

Urstadt Biddle Properties Inc. is a fully integrated, self-
administered real estate investment trust -- REIT, which acquires,
owns, and leases primarily grocery-anchored retail shopping
centers, where most of the properties are located in suburban
metropolitan New York markets in Connecticut and New York state.
The company owns 34 properties located in nine states, with 26 of
them considered core retail properties.  The company currently has
total assets of $396 million, total debt of $108 million, and an
undepreciated total book capital of $442 million.


W.R. GRACE: Moves to Delay Filing of Reorganization Plan
--------------------------------------------------------
W. R. Grace & Co. (NYSE:GRA) has filed with the U.S. Bankruptcy
Court in Delaware a motion to delay filing its Plan of
Reorganization in its Chapter 11 proceeding. The Plan was due to
be filed on Oct. 14.

In a meeting held Thursday, Oct. 14, among Grace and the official
representatives of the asbestos creditors, sufficient progress was
made for the parties to conclude that additional negotiations
could lead to a consensual Chapter 11 plan. Grace expects to
continue discussions with the official committees representing
asbestos and general creditors, and equity holders over the next
several weeks. The asbestos committees and the future asbestos
claimants' representative support this motion, which Grace has
requested be considered at its scheduled Oct. 25, 2004 omnibus
hearing.

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.


WEIRTON STEEL: Court Approves PBGC Settlement Agreement
-------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
West Virginia approved a compromise and settlement agreement
between Weirton Steel Corporation and the Pension Benefit Guaranty
Corporation and Thomas Fluharty, the Chapter 7 Trustee to the
bankruptcy estates of FW Holdings, Inc., and Weirton Venture
Holdings Corporation.

The PBGC administers federal pension insurance program set forth
in Title IV of the Employee Retirement Income Security Act of
1974, as amended from time to time.

Mark E. Freedlander, Esq., at McGuireWoods, in Pittsburgh,
Pennsylvania, relates that Weirton was the administrator of the
Weirton Pension Plan, an employee pension benefit plan to which
Section 1321(a) of the Labor Code applies, and that is subject to
Title IV of ERISA.

On August 25, 2003, the PBGC recorded $45,897,048 in liens
against each of FW Holdings and Weirton Venture. The PBGC
asserted control group liability of FW Holdings and Weirton
Venture with respect to the Weirton Pension Plan. The PBGC also
filed unsecured priority claims against FW Holdings and Weirton
Venture.

The PBGC filed these claims in Weirton's case:

  (a) Claim No. 1930, amending Claim No. 0027, for $825,100,000,
      asserting administrative priority and unsecured priority
      status for unfounded benefits liabilities;

  (b) Claim No. 1931, amending Claim No. 0028, for $101,524,551,
      asserting administrative priority and unsecured priority
      status for unpaid contributions;

  (c) Claim No. 0026 in an unliquidated amount for unpaid
      pension insurance premiums; and

  (d) Claim No. 20452 for $79,509,328, asserting administrative
      priority status for minimum funding contributions.

On October 21, 2003, the PBGC filed a complaint before the United
States District Court for the Northern District of West Virginia
seeking:

  (a) its appointment as the statutory trustee of the Weirton
      Pension Plan;

  (b) the termination of the Weirton Pension Plan; and

  (c) the establishment of October 21, 2003, as the Termination
      Date of the Weirton Pension Plan.

On November 12, 2003, Weirton and the PBGC executed a trusteeship
agreement where Weirton consented to the PBGC becoming trustee of
the Weirton Pension Plan. Subsequently, on November 21, 2003,
the PBGC dismissed the District Court Action.

Weirton and the Chapter 7 Trustee dispute the amount, extent,
priority and validity of the PBGC's Claims. To resolve the
Claims, the parties entered into a settlement agreement with
these primary terms:

  (1) The PBGC's Administrative Claim No. 20452 is fixed and
      allowed against Weirton for $4 million and will be paid in
      accordance with Weirton's Confirmed Plan; and

  (2) The PBGC forever releases and discharges each of Weirton,
      FW Holdings and Weirton Venture from any and all claims,
      past, present or future, relating to the Weirton Pension
      Plan and the trusteeship of the Plan or otherwise.

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)


WISCONSIN AVENUE: Fitch Lifts Class B Rating to 'BBB-' from 'BB'
----------------------------------------------------------------
Wisconsin Avenue Securities' subordinate REMIC pass-through
certificates, series 1997-M8 are upgraded by Fitch Ratings:

   -- $3.7 million class B to 'BBB-' from 'BB'.

Fitch also affirms this class:

   -- $1.2 million class C at 'B'.

The $18.6 million class A-2, $13.4 million class A-3, and X-2
certificates were exchanged for Federal National Mortgage
Association guaranteed REMIC pass-through certificates and are not
rated by Fitch.  Since last year's review, class A-1 and interest-
only class X-1 have paid in full.

The certificates are collateralized by 43 mortgage loans, which
are secured by cooperative apartment buildings.  By loan balance,
87% of the pool is located in the New York City metropolitan area.  
Fitch views this concentration positively because cooperatives
within the New York City market have performed extremely well
historically.  As of the September 2004 distribution date, the
pool's aggregate principal balance has been reduced by
approximately 81% to $36.9 million from $196.2 million at
issuance.

Currently, there is one loan (2.3%) in special servicing. The
property is a 100% section 8 cooperative located in Washington,
DC. The loan is current, and the property management is resolving
the issues at the property. The loan transferred to the special
servicer in November 2002 due to an increase in vacancies and
delinquencies.

NCB, FSB, the master servicer, received year-end 2003 operating
statements on approximately 99% of the outstanding balance. The
year-end (YE) 2003 stressed weighted-average debt service coverage
ratio (DSCR) decreased to 4.46 times (x), compared with 5.00x at
YE 2002 and 9.45x at issuance. The stressed DSCRs were calculated
based on Fitch mortgage constants and net operating income derived
from hypothetical market rental income (rather than cooperative
maintenance and other revenues) less current actual borrower
reported expenses. The hypothetical market rental income is based
on conservative market rental rates at origination.


WORLDCOM INC: Highwoods' Claim Will Be Allowed for $20.7 Million
----------------------------------------------------------------
Before the Petition Date, the MCI WorldCom Communications, Inc.,
and certain of its affiliates lease a number of real properties
from Highwoods Properties, Inc., and its affiliates.

The Highwoods Entities filed 20 proofs of claim against the
Debtors regarding the Highwoods Leases:

   Claimant                     Claim No.       Claim Amount
   --------                     ---------       ------------
   Highwoods Realty               28814             $1,042
   MG-HIW                         28815                  0
   Highwoods/Florida              28816                  0
   Highwoods Realty               28817                474
   MG-HIW                         28818                197
   Highwoods/Tennessee            28819             65,838
   MG-HIW                         28820              1,922
   Highwoods Realty               28821              3,647
   AP Southeast                   28822                  0
   AP Southeast                   28823                  0
   Highwoods Realty               28824                  0
   Highwoods/Florida              28825         21,098,452
   4600 Madison                   28826                  0
   AP Southeast                   28827                  0
   AP Southeast                   28828              6,751
   Highwoods Realty               28829              2,708
   Highwoods/Florida              28830                193
   Highwoods Realty               35663            330,253
   MG-HIW                         35675              2,096
   Highwoods/Tennessee            36218             74,853

To resolve the Highwoods Claims, the parties stipulate on these
terms:

   (a) The Debtors will allow Claim No. 28825 as a Class 12 claim
       for $20,700,000 under the Plan in Debtor Intermedia
       Communications' bankruptcy case;

   (b) AP Southeast will pay to MCI WorldCom Communications
       $696,375 in full satisfaction of AP Southeast's tenant
       improvement obligations under the Patewood III and IV
       leases; and

   (c) The Highwoods Entities will withdraw with prejudice the
       remaining Highwoods Claims by filing a written notice of
       withdrawal of claims in the Debtors' case.

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


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Airgate PCS Inc.        CSA         (89)         270        9
Akamai Tech.            AKAM       (157)         190       55
Alaska Comm. Syst.      ALSK        (12)         650       85
Alliance Imaging        AIQ         (50)         641       27
Amazon.com              AMZN       (791)       1,888      645
AMR Corp.               AMR        (122)      30,001   (1,784)
Amylin Pharm. Inc.      AMLN        (11)         429      357
Atherogenics Inc.       AGIX         (1)         106       94
Blount International    BLT        (382)         420      (55)
CableVision System      CVC      (1,546)      11,141     (489)
Cell Therapeutic        CTIC        (65)         162       72
Centennial Comm         CYCL       (538)       1,532      152
Choice Hotels           CHH        (175)         267      (25)
Cincinnati Bell         CBB        (615)       2,022      (17)
Clean Harbors           CLHB         (3)         471       31
Compass Minerals        CMP        (132)         647      111
Cubist Pharmacy         CBST        (58)         172       42
Delta Air Lines         DAL      (2,671)      24,175   (2,273)
Deluxe Corp             DLX        (251)       1,531     (987)
Domino Pizza            DPZ        (677)         449      (33)
Eagle Hospitality       EHP         (26)         177      N.A.
Echostar Comm           DISH     (1,740)       6,037      639
Graftech International  GTI         (30)       1,036      294
Hawaian Holdings        HA         (160)         236      (60)
Idenix Pharm.           IDIX         (1)          77       42
Indevus Pharm.          IDEV        (34)         205      164
Inex Pharm.             IEX          (2)          66       40
Kinetic Concepts        KCI         (77)         616      201
Level 3 Comm Inc.       LVLT        (14)       7,688      156
Lodgenet Entertainment  LNET       (133)         273       (8)
Lucent Tech. Inc.       LU       (3,064)      15,970    2,472
Max Corporation         IMAX       (51)         215         9
Maxxam Inc.             MXM        (629)       1,040       96
McDermott Int'l         MDR        (361)       1,246      (34)
McMoran Exploration     MMR         (78)         163       49
Memberworks Inc.        MBRS        (46)         453      (11)
Millennium Chem.        MCH         (47)       2,331      580
Northwest Airlines      NWAC     (2,172)      14,391     (290)
Nextel Partner          NXTP        (19)       1,855      261
ON Semiconductor        ONNN       (315)       1,262      254
Per-se Tech. Inc.       PSTI        (34)         157       43
Phosphate Res.          PLP        (439)         316        5
Pinnacle Airline        PNCL        (31)         144       20
Qwest Communication     Q        (1,909)      25,106     (555)
Rightnow Tech.          RNOW        (12)          38       (9)
SBA Comm. Corp.         SBAC        (19)         934        5
Sepracor Inc            SEPR       (669)         718      393
St. John Knits Int'l    SJKI        (57)         206       77
UST Inc.                UST         (36)       1,590      518
Valence Tech.           VLNC        (57)          16       (3)
WR Grace & Co.          GRA        (169)       2,987      750
Western Wireless        WWCA       (142)       2,665        1
Young Broadcast         YBTVA        (1)         799       89

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***