TCR_Public/041021.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Thursday, October 21, 2004, Vol. 8, No. 229

                         Headlines

ABITIBI-CONSOLIDATED: Moody's Slices Ratings to Ba2 from Ba3
ADELPHIA BUSINESS: Has Until November 8 to Object to Claims
ADVERTISING DIRECTORY: S&P Puts 'B-' Rating on Planned $210M Notes
AIR CANADA: United Air Lines Sells Claims to Deutsche Bank
AMERICAN BONDING: Proofs of Claim Against Insurer Due Feb. 8

AMERICAN RESTAURANT: U.S. Trustee Appoints  Creditors' Committee
AMES DEPARTMENT: Asks Court to Approve Rocky Hill Bidding Protocol
AMES: Has Until February 28 to File a Chapter 11 Plan
ATA AIRLINES: Flight Attendants Ratify Concession Package
ATA HOLDINGS: Likely Bankruptcy Prompts S&P to Junk Credit Rating

BEAR STEARNS: Fitch Puts Low Ratings on Six Mortgage Securities
BEATON HOLDING: 8th Cir. BAP Doesn't Disqualify Debtors' Counsel
BISHOP GOLD: Sets Oct. 27 as Closing Date for Toodoggone Purchase
BMC INDSUTRIES: U.S. Trustee Picks 5-Member Creditors Committee
BOWATER INC: Market Issues Prompt Moody's to Slice Ratings to Ba2

CBD MEDIA: Moody's Junks Planned $100 Million Senior Debt Ratings
CCC INFO: Delays Earnings Release to Review Warrant Transactions
CENTURY/ML CABLE: Has Until Dec. 30 to File Plan of Reorganization
CHASE COMMERCIAL: S&P Assigns Low-B Ratings on Three Cert. Classes
CHOICE ONE: Hires Bankruptcy Services as Noticing Agent

CONSTELLATION BRANDS: Confirms Offer to Purchase Mondavi Corp.
CONSTELLATION BRANDS: Mondavi Bid Spurs S&P to Watch Low-B Ratings
CRESCENT REAL: Sells Non-Income Producing Land to Houston City
DETIENNE ASSOCIATES: Voluntary Chapter 11 Case Summary
DIAMOND APPAREL LP: Voluntary Chapter 11 Case Summary

DVI, INC.: Judge Walrath Approves Debtors' Disclosure Statement
ENDURANCE SPECIALTY: Names Michael Fujii to Lead US-Based Business
ENRON CORP: Court Approves ECS Bidding Procedures
FEDERAL-MOGUL: Asks Court to Okay $500M Replacement DIP Facility
FHC HEALTH: Moody's Junks $100M Sr. Secured Third Lien Term Loan

FLINTKOTE CO.: Wants Until Dec. 23 to Make Lease-Related Decision
FORT HILL: IP Company Wants Exclusive Period Terminated
FORT HILL: Wants Two Creditors Banned from Voting
FRIEDMAN'S INC: Elects Peter Thorner to Board of Directors
FRONTIER OIL: Negotiating to Begin Caribbean Sector Exploration

HANOVER COMPRESSOR: S&P Affirms 'BB-' Corporate Credit Rating
HEDSTROM CORP: Case Summary & 31 Largest Unsecured Creditors
HIGH VOLTAGE: Reorganized Co. Amends Credit Agreement with Lenders
HUFFY CORP: Files for Chapter 11 Protection in S.D. Ohio
HUFFY CORPORATION: Case Summary & 20 Largest Unsecured Creditors

IGAMES ENTERTAINMENT: Completes Merger & Changes Trading Symbol
INTERMET CORP: Court OKs $20MM Interim Funding Under DIP Facility
INTERSTATE BAKERIES: Trustee Adds 3 Creditors' Committee Members
JAZZ GOLF: Expects to Receive $1 Million from Private Placement
JOHN Q. HAMMONS: Moody's Reviewing Low-B Ratings & May Downgrade

KRATON POLYMERS: Weak Performance Cues S&P to Pare Rating to 'B+'
LB-UBS: Fitch Assigns Low-B Ratings to Six Mortgage Certificates
LEVI STRAUSS: Fitch's Ratings Unaffected by Dockers Retention
MERIT STUDIOS: Summary & Overview of Amended Chapter 11 Plan
MERRILL LYNCH: S&P Affirms Class E's BB Rating

MIRANT: Stay Modified to Allow NYISO to Pursue Remand Proceeding
MKP CBO: S&P Places B+ Ratings on Classes C-1 & C-2 on CreditWatch
MOHEGAN TRIBAL: Acquisition Cues Moody's to Affirm Low-B Ratings
MORGAN STANLEY: Fitch Puts Low-B Ratings on Six Cert. Classes
NASH FINCH: S&P Assigns 'B+' Rating to $300M Sr. Secured Facility

NORSKE SKOG: Moody's Affirms Ba3 Ratings with Negative Outlook
NORTHWESTERN CORP: Court Formally Confirms Plan of Reorganization
NORTHWESTERN CORP: Fitch Puts Low Ratings on Proposed Sr. Notes
NUCENTRIX: Lawyers Get Success Fee, But Financial Advisor Doesn't
OGLEBAY NORTON: Wants Court to Reconsider Confirmation Ruling

OMEGA HEALTHCARE: Paying $0.19 Common Stock Dividend in 3rd Qtr.
OSBORN FARMS: Case Summary & Largest Unsecured Creditor
OWENS CORNING: Dr. Peterson Pegs Asbestos Liability at $18.6 Bil.
OWENS CORNING: Wants Until June 2005 to Decide on Leases
PENN NATIONAL: Racing Commission Grants Unconditional License

POLYMER HOLDINGS: Moody's Junks $200M Senior Subordinated Notes
PORTOLA PACKAGING: S&P Slices Corporate Credit Rating to 'B'
PENN TRAFFIC: Postpones Today's Disclosure Statement Hearing
QWEST COMMS: To Release 3rd Quarter Financial Results on Nov. 4
RAMP CORP: Modifies 54.6 Million Warrants to Reduce $982K Debt

RCN CORP: Elects to Acquire Remaining 50% D.C. Stake from Pepco
RCN CORP: Wants to Assign Leases to Advance Magazine
READY MIXED: Moody's Junks Planned $150M Senior Subordinated Notes
RELIANCE GROUP: Court Approves $166.5 Million PBGC Settlement
ROYAL & SUNALLIANCE: Fitch Affirms BB- Financial Strength Rating

SALEM COMMS: Hosting 3rd Qtr. Earnings Teleconference on Nov. 3
SMURFIT-STONE: Moody's Puts Ba3 Rating on $2.2 Billion Facilities
TANGO INC: Revenue Projections Show Significant Percentage Gain
SHERIDAN HOLDNGS: Moody's Puts B1 Rating on $145MM Sr. Bank Loans
THAXTON RBE: Judge Hodges Approves Transfer of Cases to Delaware

THAXTON RBE INC: Case Summary & 50 Largest Unsecured Creditors
TPS ENTERPRISES: Court Rejects IRS' Excusable Neglect Argument
TRM CORP: S&P Puts B+ Rating on Planned $15M Sr. Secured Facility
US AIRWAYS: Court Fixes Feb. 3, 2005 as Claims Bar Date
US AIRWAYS: Lays Off 308 Workers in Pittsburgh Int'l Airport

US AIRWAYS: Committee Hires Vorys Sater as Local Counsel
VENTAS INC: Files Amended Shelf Registration Statement
VERESTAR INC.: Exclusive Plan-Filing Period Stretched to Jan. 17
WASTECORP. INT'L: Disclosure Statement Hearing Moved to Nov. 9
WEIRTON STEEL: Court Approves WVWCC Settlement Agreement

YURWAY TRANSPORTATION: Case Summary & Largest Unsecured Creditors

* Piper Rudnick Merging with Gray Cary Effective Jan. 1, 2005
* Scott Hileman Leads A&M's New York Real Estate Group Expansion

                          *********

ABITIBI-CONSOLIDATED: Moody's Slices Ratings to Ba2 from Ba3
------------------------------------------------------------
Moody's Investors Service downgraded Abitibi-Consolidated Inc.'s
senior implied, senior unsecured and issuer ratings to Ba3 from
Ba2.  Concurrently, the speculative grade liquidity rating was
downgraded to SGL-4, which indicates weak liquidity.  The outlook
remains unchanged and is negative.  

The rating action reflects systemic newsprint supply and demand
issues:

     (i) Evolving advertising patterns cause newsprint demand to
         be weak.  It appears that more aggressive supply
         management is required before newsprint prices will
         increase significantly beyond current levels.

    (ii) Moody's expects Abitibi to continue to invest capital to
         reconfigure its asset portfolio and product offering to
         address this matter.  While the likely amounts are not
         expected to be particularly large, and the investments
         are expected to have long-term benefits, these divert
         near term cash flow from debt reduction.

   (iii) Approximately 30% of newsprint supply is fragmented among
         a number of smaller producers whose behavior has
         partially frustrated initiatives to drive price increases
         through the market and may continue to do so.

    (iv) Abitibi has made tangible progress in reducing its cash
         costs of production.  However, with the Canadian dollar
         continuing to appreciate and with energy, wood and other
         input costs continuing to increase, profit margins
         continue to be under pressure.  

Moody's expects the combination of these factors will cause
Abitibi's credit protection metrics to remain relatively weak over
the near term, and there is the potential they may not reflect
through-the-cycle measures appropriate for the rating unless
proactive steps to reduce debt are taken.  As a consequence, the
rating outlook remains negative.  

Lastly, Abitibi's SGL rating is adversely impacted by a
US$401 million debt maturity in August of 2005.  Given
expectations of near term cash flow, it is unlikely this debt
maturity can be fully repaid, and at least a portion will have to
be refinanced.  Notwithstanding Abitibi's capital markets' access
and refinance ability, Moody's methodology characterizes this
circumstance as evidencing weak liquidity.

Ratings downgraded:

   -- Abitibi-Consolidated Inc.

      * Senior Implied: to Ba3 from Ba2

      * Issuer: to Ba3 from Ba2

      * Senior Unsecured: to Ba3 from Ba2

      * Senior Unsecured Shelf Registration: to (P) Ba3 from
        (P)Ba2

      * Speculative Grade Liquidity Rating: to SGL-4 from SGL-3

   -- Abitibi-Consolidated Company of Canada

      * Bkd Senior Unsecured: to Ba3 from Ba2

      * Senior Unsecured Shelf Registration: to (P) Ba3 from
        (P)Ba2

   -- Abitibi-Consolidated Finance L.P.

      * Bkd Senior Unsecured: to Ba3 from Ba2

      * Senior Unsecured Shelf Registration: to (P) Ba3 from
        (P)Ba2

   -- Donohue Forest Products Inc.

      * Bkd Senior Unsecured: to Ba3 from Ba2

Ratings Affirmed:

      * Outlook: Negative

The Ba3 ratings reflect Abitibi's position as North America's
leading producer of newsprint and uncoated groundwood paper.
Within the segment, Abitibi has a relatively low cost position,
supported in part by strong backward integration into timberlands
and significant energy self-sufficiency.  While Abitibi has no
plans to divest its large hydro-electric facilities or its PanAsia
joint venture interest, it does have the flexibility to do so.  It
is likely these would have significant sales value that could be
used to significantly reduce debt.  Abitibi also has a significant
and cost-competitive lumber business.  With newsprint and
groundwood paper prices gradually increasing, 2004 and 2005 should
show some sequential improvement in LTM measures.

The factors off-setting these positives begin with a very
significant debt burden resulting from a sequence of acquisitions
by Abitibi and various predecessor companies that were
substantially debt-financed.  Moody's estimates Abitibi's annual
run-rate for gross sales to be approximately C$5.7 billion (and
gradually increasing with each quarter as the sector emerges from
a prolonged trough).  However, with consolidated debt levels in
the mid C$5 billion range (including outstandings under an
accounts receivable program), the ratio of debt-to-sales is
approximately 1:1.  This implies that meaningful debt reduction
from internally generated cash flow is likely to occur only over a
prolonged period.  Aside from relatively depressed newsprint and
groundwood paper pricing (the consequence of structural issues
itemized in the opening paragraph), Abitibi has had to cope with
an appreciation of the Canadian dollar (nearly 25% over the past
year-and-a-half), which has adversely affected margins of its
Canadian operations, and cash outflows to pay anti-dumping and
countervailing duties on softwood lumber exports to the United
States. In addition, the company has a significant pension funding
deficit that requires cash contributions, and, as noted above, has
been investing to reconfigure its asset portfolio and product
offering.

Given the combination of its cash flow profile and near term debt
maturities, Abitibi has weak liquidity.  The company maintains a
C$800 million revolver that is largely un-drawn and a
US$500 million accounts receivable securitization vehicle that is
generally more fully utilized.  The bank facility matures in June
2006.  Moody's views the revolver as adequate back-up for the
approximately C$400-to-C$500 million in outstanding receivables'
financing, as well as other likely contingent needs.  However,
with such a large proportion of the bank facility backing up the
receivables facility, Abitibi has little capacity to use the bank
facility to assist with repaying long-term debt maturities in
advance of cash flow from operations being available.  With market
factors likely to keep cash flow from operations from increasing
dramatically from current levels, and with other activities
consuming cash (the above-noted strategic capital expenditures as
well as pension contributions), it is unlikely that the company's
US$401 million August 2005 maturity will be fully repaid and at
least a portion of it will be refinanced.  Notwithstanding
Abitibi's capital markets' access and ability to execute the
refinance, this circumstance results in liquidity being
characterized as weak.

Abitibi is in compliance with its key financial covenants (Maximum
Debt-to-Capitalization (64% actual at June 30, 2004 versus = 70%
threshold), and Minimum Interest Coverage (1.53x actual versus
1.00x threshold; threshold increases to 1.25x for the 3rd and 4th
quarters, 1.50x for each quarter-end in 2005, and 1.75x
thereafter)).  

Moody's estimates that Abitibi could access the entire unused
amount of the credit facility without violating its Debt-to-
Capitalization covenant.  The cushion relative to this test may
not be as great in future quarters.  However, so long as Abitibi
is not required to make material adjustments to the carrying value
of certain assets (idled assets whose carrying value has not been
written-off), and so long as additional price increases are
realized during the course of the year, Abitibi should be able to
manage this figure so that compliance is maintained.  With Cash
Flow from Operations expected to display sequential improvement
over the next several quarters, Moody's also expects the Interest
Coverage test cushion to increase through 2005.

The negative outlook is a reflection of Moody's assessment of the
newsprint market, and the resulting expectation that Abitibi's
operating performance and credit statistics will remain relatively
weak in 2004 and 2005.  

For a Ba3 rating, Moody's expects average through-the-cycle RCF to
be in excess of 10%, with the related FCF measure being in excess
of 5%.  Given the excess capacity in the newsprint and groundwood
paper markets, the very weak capacity utilization rates of
Abitibi's customer base (the printing and related services sector;
low-to-mid 70% range), and increased energy and recycled fiber
prices, there is considerable uncertainty as to the magnitude,
sustainability, and impact of the commodity price recovery.  It
appears there is little hope of a demand-driven price recovery.
Consequently, it appears that more aggressive supply management is
required.  While the top five producers make up 70% of the market,
with the other 30% being very fragmented, the market leaders have
been disproportionately responsible for supply-side initiatives.  
This fragmentation may also be partially frustrating initiatives
to drive price increases through the market, with behavior of the
smaller producers undermining the market.  Consequently, it
appears management's most pragmatic alternative, i.e. continuing
to invest to restructure its asset portfolio and product offering,
consumes cash flow at a time when its margins (and ability to
repay debt) continue to be under pressure.  Accordingly, there is
a significant probability of the company's performance not meeting
the above performance benchmarks.

Either or both of the outlook and ratings could be upgraded if
Abitibi takes specific proactive steps to permanently reduce
indebtedness or increase profitability so as to ensure the above
credit metrics are met or exceeded.  Conversely, a downgrade could
result if it becomes clear that through-the-cycle performance will
not, in Moody's opinion, meet the above benchmarks, if the company
pursues material debt-financed acquisitions, or if liquidity
arrangements deteriorate significantly.

Abitibi-Consolidated Inc., headquartered in Montreal, Quebec, is
North America's leader in newsprint and uncoated groundwood paper
and also has a significant lumber business.


ADELPHIA BUSINESS: Has Until November 8 to Object to Claims
-----------------------------------------------------------
At the request of Adelphia Business Solutions, Inc., and its
debtor-affiliates, the U.S. Bankruptcy Court for the Southern
District of New York extended the time within which the ABIZ
Debtors may object to claims through and including Nov. 8, 2004.

Judy G. Z. Liu, Esq., at Weil Gotshal & Manges, in New York,
relates that the ABIZ Debtors have negotiated and entered into
Court-approved settlement agreements resolving the claims filed
by:

    -- CenturyTel Fiber Company II, LLC;

    -- Grande Communications Networks, Inc.;

    -- Larry Hart, Carol Hart, Christopher Hart and Danielle Hart,
       as assignees of RCM Technologies, Inc.; and

    -- Qwest Corporation.

Additionally, on August 13, 2004, the ABIZ Debtors filed an
objection addressing various duplicate claims, amended claims,
claims not reflected in their books and records, overstated
claims, late claims, equity claims, unliquidated claims, and
misclassified claims.  Ms. Liu says that ABIZ anticipates filing
additional objections in the near future.

According to Ms. Liu, the extension of the time to object to
Claims will allow the ABIZ Debtors sufficient time to complete
their evaluation of all outstanding Claims.  The ABIZ Debtors have
made substantial progress in the claims resolution process.  

Headquartered in Coudersport, Pa., Adelphia Business Solutions,
Inc., now known as TelCove -- http://www.adelphia-abs.com/-- is a  
leading provider of facilities-based integrated communications
services to businesses, governmental customers, educational end
users and other communications services providers throughout the
United States.  The Company filed for Chapter 11 protection on
March 27, 2002 (Bankr. S.D.N.Y. Case No. 02-11389) and emerged
under a chapter 11 plan on April 7, 2004. Judy G.Z. Liu, Esq., at
Weil, Gotshal & Manges LLP represents the Debtors in their
restructuring efforts. When the Company filed for protection from
its creditors, it listed $2,126,334,000 in assets and
$1,654,343,000 in debts. (Adelphia Bankruptcy News, Issue Nos. 70
& 71; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADVERTISING DIRECTORY: S&P Puts 'B-' Rating on Planned $210M Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit rating to Burnaby, British Columbia-based
Advertising Directory Solutions Holdings Inc.  In addition,
Standard & Poor's assigned its 'B-' rating to ADS Holdings'
proposed US$210 million senior unsecured notes due 2012.  The
notes will be issued under Rule 144A of the Securities Act 1933,
with registration rights.  ADS Holdings is a holding company that
conducts its business exclusively through its operating
subsidiary, Advertising Directory Solutions Inc., the second-
largest directory publisher in Canada.  The outlook is stable.

At the same time, Standard & Poor's assigned its 'BB-' bank loan
rating and '1' recovery rating to Advertising Directory Solutions'
proposed first-lien US$769 million term loan B due 2011 and
C$75 million six-year revolving credit facility.  These issues are
rated one notch higher than the long-term corporate credit rating.
The 'BB-' rating and the '1' recovery rating indicate that lenders
can expect full recovery of principal in the event of a default or
bankruptcy.

Standard & Poor's also assigned its 'B-' bank loan rating and '5'
recovery rating to the company's proposed US$230 million second-
lien senior secured bank loan due 2012.  The second-lien bank loan
is rated two notches below the long-term corporate credit rating.
The 'B-' rating and '5' recovery rating indicate that lenders can
expect negligible recovery of principal in the event of a default
or bankruptcy.  The ratings are based on preliminary documentation
and are subject to review on receipt of final documentation.

"The ratings on [Advertising Directory Solutions] reflect its weak
credit protection measures, high debt leverage, and limited
geographic diversity," said Standard & Poor's credit analyst Lori
Harris.  "Somewhat mitigating these factors is the company's
strong market position in the provinces of British Columbia and
Alberta as the leading print directory publisher," said Harris.

The ratings are supported further by the company's brand equity,
including exclusive, long-term licenses for both the Telus and
SuperPages brands for use in Canadian directories.

Proceeds from the new bank loan and senior unsecured notes will be
used to fund Bain Capital LLC's purchase of 100% of the shares of
Verizon Information Services Canada through newly formed ADS
Holdings from New York-based Verizon Communications, Inc., for
C$1.985 billion.  The proposed acquisition is expected to be
financed with about C$1.5 billion in debt and C$530 million in
cash, and will close upon regulatory approval in Canada, which is
expected in November 2004.


AIR CANADA: United Air Lines Sells Claims to Deutsche Bank
----------------------------------------------------------
United Air Lines sought and obtained permission from the U.S.
Bankruptcy Court for the Northern District of Illinois to sell its
claims against Air Canada to Deutsche Bank Securities, Inc.

United and its 27 debtor-affiliates filed for chapter 11
protection on Dec. 9, 2002.

United has two allowed claims, for CN$186,982,800 and
CN$2,248,370, against Air Canada.

Pursuant to an asset purchase agreement, United will also sell to
Deutsche the shares to be received from its conditional exercise
in a Rights Offering in ACE Aviation Holdings, Inc.

Under Air Canada's Plan of Reorganization, Compromise and
Arrangement, general unsecured claim holders will receive a pro
rata distribution of common stock in ACE.  Air Canada estimates
the value of this distribution at 6.17% to 9.25%.

United was contacted by Ernst & Young, Inc., and advised that its
Claims had been proven and allowed.  As a result, United was
entitled to receive the stock distribution and participate in the
Rights Offering, whereby it could purchase additional ACE shares
at a price below that offered to the general public.  United had
to exercise the rights by August 27, 2004, by depositing
CN$19,786,994, which approximates $15,200,000 at current exchange
rates.  For this amount, United will receive 986,986 additional
shares.

To monetize the Claims and Shares, United conducted an auction.
United notified five sophisticated and active purchasers of Air
Canada Claims to gauge interest:

    (1) Deutsche Bank;
    (2) Bear Sterns;
    (3) Merrill Lynch;
    (4) Goldman Sachs; and
    (5) Long Acres, LLP

Deutsche Bank was the highest bidder, offering 11.875% for the
Claims and CN$22.00 for the Shares.  This equates to a purchase
price of CN$44,184,893, or $33,978,183 at current exchange
rates.  An escrow agent currently holds $3,081,475 as a good
faith deposit.

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.


AMERICAN BONDING: Proofs of Claim Against Insurer Due Feb. 8
------------------------------------------------------------
In 1994, American Bonding Company fell behind in its alleged
financial obligations to the policyholders. Insurance regulators
in Arizona and California, seeing American Bonding's slide toward
insolvency, took action in early 1995.  The Arizona Department of
Insurance assumed supervision of the Insurer, and petitioned the
Superior Court of Arizona in and for the County of Maricopa (Cause
No. CV 95-01684) to appoint the Director of Insurance for the
State of Arizona as Receiver.  On Feb. 2, 1995, the Arizona
Superior Court placed ABC in receivership, approved the
appointment of Michael J. FitzGibbons as supervisor and special
deputy receiver, and asserted its exclusive jurisdiction over
ABC's property and assets.  

The Receiver has spent the past nine years liquidating ABC's
assets and businesses, defending lawsuits and compromising causes
of action.  The Receiver is now ready to evaluate creditors' and
policyholders' claims.  

The Receiver, with Court approval, directs that all persons who
may have claims against American Bonding Company must file a
verified original Proof of Claim with:

          Michael J. FitzGibbons
          Special Deputy Receiver
          American Bonding Company
          8300 N. Hayden Road, #A205
          Scottsdale, Arizona 85258

Section 20-628.A. of the Arizona Revised Statutes, provides:

     All claims against an insurer against which delinquency
     proceedings have been begun shall set forth in reasonable
     detail the amount of the claim, or the basis upon which such
     amount can be ascertained, the facts upon which the claim is
     based and the priorities asserted, if any. All such claims
     shall be verified by the affidavit of the claimant, or
     someone authorized to act on his behalf and having knowledge
     of the facts, and shall be supported by such documents as
     may be material thereto.

     An insured under a liability insurance policy may file a
     contingent claim for any specific loss or occurrence as to
     which the insured's liability was not determined as of the
     liquidation date and such claim becomes absolute on or
     before the last day for filing a Proof of Claim.

     Any person or entity having a cause of action against an
     insured under a liability insurance policy issued by the
     company may file a claim with the Receiver and such claim
     may be allowed: (a) if it may be reasonably inferred from
     the proof presented upon such claim that such person would
     be able to obtain a judgment upon such cause of action
     against such insured; and (b) if such person shall furnish
     suitable proof, unless the Court for good cause shown shall
     otherwise direct that no further valid claims against such
     insurer arising out of this cause of action other than those
     already presented can be made; and (c) if the total
     liability of such insurer to all claimants arising out of
     the same act of its insured shall be no greater than its
     total liability would be were it not in liquidation.

The insurer's obligation, if any, to defend or continue the
defense of any claim or suit under an insurance policy issued by
the Company was terminated upon the entry of the Order of
Liquidation.  The rights of claimants to share in distribution of
assets, if any, of AMERICAN BONDING COMPANY are fixed as of Oct.
8, 2004.

Claimants against the company may be entitled to the protection of
their state Property & Casualty Insurance Guaranty
Fund/Association and are directed to communicate directly with
such Guaranty Fund/Association. All such claimants will have their
Proof of Claim forwarded to the Guaranty Fund/Association by the
Receiver.

Multi-part Proof of Claim forms have been distributed to all known
persons who may have claims against American Bonding Company,
along with instructions.  If additional Proof of Claim forms are
required, they may be obtained by writing the Special Deputy
Receiver at the address set forth above.

As cited above, Arizona law requires that all claims against
American Bonding Company shall be verified by the affidavit of the
claimant, or someone authorized to act on the claimant's behalf.
If the claimant is an individual, then the individual must sign.
If the claimant is a corporation, then an officer must sign and
identify capacity. If the claimant is a partnership, then a
partner must sign. In the event a claim is filed by one person on
behalf of another, such as an attorney-in-fact, guardian, a
receiver, or similar type person, attach to the Proof of Claim
evidence or explanation indicating your authorization to act.

Proofs of Claims may be filed subsequent to the bar date, Febr. 8,
2005, 5:00 p.m., Mountain Standard Time, however, any such Proof
of Claim filed after the bar date will be classified as a late-
filed claim.  A late-filed claim shall share in a distribution of
the assets only after all allowed timely-filed claims (excluding
claims of surplus note or certificate of contribution holders or
other similar obligations, claims for premium refunds on
assessable policies, or claims of shareholders, members or other
owners in that capacity), have been paid in full with interest, as
applicable. Such distribution will be determined by Chapter 3,
Title 20, Section 20-629, Arizona Revised Statutes.

THE LAST DAY FOR FILING CLAIMS TIMELY AGAINST THE AMERICAN BONDING
COMPANY RECEIVERSHIP is 5:00 p.m., Mountain Standard Time, on
Feb. 8, 2005. Claims must be postmarked (not postage meter
stamped) no later than 5:00 p.m., Mountain Standard Time, on
Feb. 8, 2005.


AMERICAN RESTAURANT: U.S. Trustee Appoints  Creditors' Committee
----------------------------------------------------------------
The United States Trustee for Region 16 appointed five creditors
to serve on an Official Committee of Unsecured Creditors in the
chapter 11 proceedings involving American Restaurant Group, Inc.,
ARG enterprise, Inc., and ARG Property Management Corp.:

     Ziad Alhassen
     President of General Partner
     100 North Barranca, Suite 900 West
     Covina, CA 91791-1600
     Telephone (626) 974-7683 or (626) 331-0041 Ext. 222
     Fax (626) 331-7302

     Morton Gray and Christine Gray
     Owners/Landlord
     4700 Foulger Dr.
     Santa Rosa,  CA 95405
     Telephone (707) 539-7808
     Fax (707) 539-7404

     Robert F. Adelman
     c/o Michael McCann, Esq.
     Hansen, McCann O'Connor
     14405 South Robert Trail
     Rosemount, MN 55068
     Telephone (651) 423-1155
     Fax (651) 423-1157

     Dennis Keith (Creditor)
     Landlord of Minnetonka
     7460 Margerum Avenue
     San Diego, CA 92120
     Telephone (619) 583-2717
     Fax (619) 287-0534

     Numair Pirzada
     Management Consultant
     c/o Worldwide Produce
     1661 McGarry St.  
     Los Angeles, CA 90021
     Telephone (714) 745-8231 or (213) 747-4411     


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

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


AMES DEPARTMENT: Asks Court to Approve Rocky Hill Bidding Protocol
------------------------------------------------------------------
To maximize the value of their real property in 2418 Main Street
in Rocky Hill, Connecticut, Ames Department Stores, Inc., and its
debtor-affiliates and subsidiaries ask the U.S. Bankruptcy Court
for the Southern District of New York to schedule an auction to
sell the Property.

Thomas Briggs made an offer for the 12.7 acres of land and the
office building with 228,000 square feet of space.  The purchase
price was $3,700,000.

The Debtors also ask Judge Gerber to require that all bids
submitted for the Rocky Hill Property must:

     (a) be on substantially the same terms as set forth in the
         Purchase Agreement with the stalking horse bidder, Thomas
         Briggs, except for the Purchase Price;

     (b) exceed the $3.7 million Purchase Price by at least
         $100,000;

     (c) be accompanied by a certified check or money order equal
         to 10% of the Purchase Price of the bid, which will be
         delivered and paid to Togut Segal & Segal, LLP, to held
         in escrow pending the Court's determination of the sale
         and be:

            (1) applied toward the Purchase Price of the
                successful Bidder if its bid is approved by the
                Court and automatically deemed non-refundable;

            (2) retained if the Sale to the Bidder is approved by
                the Court, but the successful Bidder fails to
                timely close the sale; or

            (3) refunded in full promptly after the Hearing if the
                bid is not approved, subject to certain
                provisions; and

     (d) provide for a closing to occur not more than 15 days
         after the Court authorizes the transactions with the
         over-Bidder, if any, at the Hearing.

The Debtors propose to implement these Auction procedures:

     (a) Bidders will be required to attend the Auction, and their
         bids will be subject to higher and better offers, if any,
         made at the Auction.  After the initial offers, all
         bidding at the Auction will be in increments of at least
         $50,000;

     (b) All bids made at the Auction will remain open and
         irrevocable until 11 days after the Hearing;

     (c) The second best bid, as determined by the Debtors, will
         remain open and irrevocable until a closing on the Sale,
         so that it may be accepted and consummated subject to an
         appropriate Court order, if the bid selected at the
         Auction and approved by the Court is not consummated at
         the Closing;

     (d) All Bidders are deemed to have submitted to the exclusive
         jurisdiction of the Court with respect to all matters
         related to the Auction;

     (e) The Debtors will have the absolute right to modify or
         waive any terms of the bidding;

     (f) No bid will be considered unless the Bidder demonstrates
         to the Debtors' satisfaction that it has the present
         financial capability to consummate a purchase of the
         Property;

     (g) All bids will be "firm offers" and may not contain any
         contingencies to the validity, effectiveness, or
         binding nature of the offer, including contingencies for
         financing, due diligence or inspection;

     (h) Any initial competing bid must include a $74,000 Break-Up
         Fee.  The purpose of the initial $100,000 overbid amount
         is to protect the Debtors from the administrative
         liability for the Break-up Fee, and the additional costs
         incurred as a result of the auction process;

     (j) Any party wishing to submit a higher and better offer
         than that described in the Purchase Agreement with Mr.
         Briggs should deliver its offer in writing to the
         Debtors' attorneys, Togut, Segal & Segal LLP, with copies
         delivered directly to:

            (1) the Debtors,

            (2) Otterbourg, Steindler, Houston & Rosen, attorneys
                for the Committee,

            (3) Bruce Temkin, Esq., attorney for Mr. Briggs, and

            (4) Morgan, Lewis & Bockius LLP, attorneys for Kimco,

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

                      $74,000 Break-Up Fee

In the event that Thomas Briggs is not the successful bidder for
their Rocky Hill Property, the Debtors propose to pay a $74,000
break-up fee to Mr. Briggs.

Neil Berger, Esq., at Togut, Segal & Segal, in New York, relates
that the Break-up Fee, which is 2% of the gross cash consideration
in the Purchase Agreement, is a condition of Mr. Brigg's offer and
its obligations to close under the Purchase Agreement.

Mr. Berger emphasizes that the Break-up Fee will:

    -- reimburse Mr. Briggs for certain of the expenses he will
       incur in connection with the proposed transaction,
       including attorneys' fees; and

    -- compensate Mr. Briggs for the substantial time and effort
       he has expended and will continue to expend as a stalking
       horse for competing bids.

If Mr. Briggs submits a competitive bid for the Property at the
Auction, then he is deemed to have waived the right to the Break-
Up Fee, even if at the conclusion of the Auction, the Debtors
select an alternative offer as the best bid for the Property.

Mr. Berger assures the Court that there is no relationship between
the Debtors and Mr. Briggs other than in the arm's-length
negotiation regarding the Property.  Furthermore, the nature of
the assets subject to the Purchase Agreement and the size of the
Break-up Fee demonstrate that the Break-up Fee will not chill the
bidding process.

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

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


AMES: Has Until February 28 to File a Chapter 11 Plan
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
extended the period within which Ames Department Stores, Inc., and
its debtor-affiliates has the exclusive right to file a plan
through February 28, 2005.  The Court also extended the period
within which the Debtors have the exclusive right to solicit
acceptances to that plan through April 29, 2005.

As reported in the Troubled Company Reporter on Aug. 23, 2004, the
Debtors have been diligently laboring to maximize values for
creditors and, as of August 17, 2004, have:

   (a) sold all their inventory;

   (b) fully satisfied their obligations under their postpetition
       financing facilities;

   (c) rejected or assumed and assigned the majority of their
       unexpired nonresidential real property leases in
       accordance with Section 365 of the Bankruptcy Code;

   (d) been settling and reconciling creditors' claims;

   (e) commenced and are continuing to prosecute and collect
       substantial sums from avoidance actions; and

   (f) sold, or are in the process of selling, their remaining
       real estate holdings.

However, Martin J. Bienenstock, Esq., at Weil, Gotshal & Manges,
LLP, in New York, told Judge Gerber of the U.S. Bankruptcy Court
for the Southern District of New York that the Debtors are not in
a position to determine if a recovery will be available for
prepetition creditors.  The Debtors needed to complete the process
of liquidating their real property interests, reconciling
administrative expense claims and prosecuting avoidance actions.

The Debtors will not be able to develop a confirmable Chapter 11
plan until they determine the full extent of their administrative
obligations and the resources available to satisfy those
obligations.  The extension of the deadline will avoid motion
practice and unnecessary intrusion on management's time.

Mr. Bienenstock reports that:

   (a) While the Debtors have successfully disposed the majority
       of their real property interests, other major real estate
       assets, including the Debtors' home office building, have
       yet to be liquidated;

   (b) The Debtors anticipate that they will have approximately
       $94,000,000 in administrative expense claims, many of
       which still need to be reconciled;

   (c) The Debtors have commenced and continue to prosecute
       approximately 2,000 Preference Actions. The Debtors
       anticipate the Preference Actions will continue well into
       2005; and

   (d) The Debtors are also in the process of negotiating a sale
       of their distribution center in Leesport, Pennsylvania.
       The Debtors anticipate that the sale of their Leesport
       Distribution Center will generate significant liquidity to
       facilitate an interim distribution to creditors holding
       administrative expense claims.

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

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


ATA AIRLINES: Flight Attendants Ratify Concession Package
---------------------------------------------------------
ATA Airlines (Nasdaq: ATAH) received notice from the Association
of Flight Attendants Union President Jacki Pritchett that they
overwhelming voted to ratify a concession package.

ATA Airlines Vice President of Labor Relations Richard Meyer, Jr.
said, "We are most appreciative of the decision by a majority of
flight attendants to support this concession package. It
represents much needed savings to the Company of nearly
$24 million over the next two years and is the culmination of
significant effort by both the Company and union leadership to
develop a meaningful package for both parties."

As reported in the Troubled Company Reporter on Aug. 3, 2004, the
Association of Flight Attendants informed ATA that its membership
narrowly defeated Letters of Agreement to amend the existing
collective bargaining agreement (with only 69 percent of
those eligible voted and, within that group, 51 percent voted
against the proposal), which would have resulted in savings of
several million dollars to the Company over the next two years.

The Company was seeking the assistance package in an effort to cut
costs during recent economic difficulties in the airline industry.
ATA Holdings Corporation, parent company of ATA, announced on July
14 that it does not expect to earn a profit in 2004. This updated
guidance was a result of rising jet fuel costs and weak revenues
caused by aggressive pricing in the industry. ATA Holdings
Corporation has been implementing cost-cutting measures to reduce
the expected 2004 loss.

Now celebrating its 31st year of operation, ATA Holdings Corp.,
parent company of ATA Airlines, is the nation's 10th largest
passenger carrier (based on revenue passenger miles) and one of
the largest low fare carriers in the nation. ATA has the youngest,
most fuel-efficient fleet among the major scheduled carriers,
featuring the new Boeing 737-800 and 757-300 aircraft. The airline
operates significant scheduled service from Chicago-Midway,
Hawaii, Indianapolis, New York and San Francisco to over 40
business and vacation destinations. Stock of the parent company is
traded on the Nasdaq Stock Exchange under the symbol "ATAH." To
learn more about the company, visit the web site at
http://www.ata.com/


ATA HOLDINGS: Likely Bankruptcy Prompts S&P to Junk Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on ATA Holdings Corp. and subsidiary ATA Airlines Inc., to
'CCC-' from 'CCC', as well as lowering other ratings.  Ratings on
bond-insured 'AAA' rated enhanced equipment trust certificates are
affirmed.  The outlook is negative.

"The ratings downgrade reflects the company's weakening liquidity,
with an increasing likelihood that it will be forced to file for
Chapter 11 bankruptcy protection in the near future," said
Standard & Poor's credit analyst Betsy Snyder.  The industry has
continued to be negatively affected by a weak fare environment and
high fuel costs, which has resulted in ongoing losses for most
airlines (including ATA) in the normally seasonal profitable third
quarter.  As a result, ATA's cash position, which has been
declining for the last several quarters, is expected to decline
further from the $150 million available at June 30, 2004.  

The company had previously warned that it did not expect to have
sufficient cash to meet its cash obligations in the first quarter
of 2005.  However, with the ongoing losses, that timing could be
moved forward into the fourth quarter of 2004.  There has recently
been considerable speculation regarding a possible acquisition of
the company due to the attractiveness of some of its assets,
particularly its hub at Chicago's Midway Airport.  However, such
an acquisition, even if it were to occur, would not necessarily
happen outside of a Chapter 11 bankruptcy filing.

ATA Airlines is the 10th-largest scheduled air carrier in the U.S.
ATA offers low fares to value-oriented passengers out of hubs
located at Midway and Indianapolis.  ATA is also the largest
charter airline in North America, providing charter airline
services primarily to U.S. and European tour operators, as well as
to U.S. military and government agencies. ATA's revenues have
suffered from continuing price competition, which is not expected
to abate over the near term, while its costs have been affected by
rising fuel prices.  ATA also has a heavy operating lease burden
due to acquisition of new aircraft over the past few years.

A continued reduction in liquidity would likely result in a
Chapter 11 bankruptcy filing and a ratings downgrade to 'D'.


BEAR STEARNS: Fitch Puts Low Ratings on Six Mortgage Securities
---------------------------------------------------------------
Bear Stearns Commercial Mortgage Securities Trust 2004-PWR5,
commercial mortgage pass-through certificates are rated:

     -- $107,000,000 class A-1 'AAA';
     -- $156,000,000 class A-2 'AAA';
     -- $134,000,000 class A-3 'AAA';
     -- $100,000,000 class A-4 'AAA';
     -- $579,079,000 class A-5 'AAA';
     -- $1,233,328,641 class X-1* 'AAA';
     -- $1,194,309,000 class X-2* 'AAA';
     -- $29,291,000 class B 'AA';
     -- $9,250,000 class C 'AA-';
     -- $20,042,000 class D 'A';
     -- $13,875,000 class E 'A-';
     -- $15,416,000 class F 'BBB+';
     -- $9,250,000 class G 'BBB';
     -- $18,500,000 class H 'BBB-';
     -- $4,625,000 class J 'BB+';
     -- $4,625,000 class K 'BB';
     -- $6,167,000 class L 'BB-';
     -- $4,625,000 class M 'B+';
     -- $4,625,000 class N 'B';
     -- $3,083,000 class P 'B-';
     -- $13,875,641 class Q not rated (NR).

        * Notional amount and interest only.

Classes:

     * A-1, A-2, A-3, A-4, A-5, X-2, B, C, and D are offered
       publicly, while

     * X-1, E, F, G, H, J, K, L, M, N, P, and Q are privately
       placed pursuant to rule 144A of the Securities Act of
       1933.

The certificates represent beneficial ownership interest in the
trust, primary assets of which are 130 fixed-rate loans having an
aggregate principal balance of approximately $1,233,328,641, as of
the cutoff date.


BEATON HOLDING: 8th Cir. BAP Doesn't Disqualify Debtors' Counsel
----------------------------------------------------------------
As reported in the Troubled Company Reporter on Feb. 25, 2004,
Beaton Holding Company, LC, and its debtor-affiliates sought
permission from the U.S. Bankruptcy Court for the Northern
District of Iowa to hire the law firms of Heller, Draper, Hayden,
Patrick & Horn, L.L.C., in New Orleans, Louisiana, and Belin
Lamson McCormick Zumbach Flynn, P.C., in Des Moines, Iowa.  
FL Receivables Trust 2002-A objected to the engagement, arguing
that the lawyers and their firm (i) represent interests adverse to
the individual debtors estates because of inter-company claims,
(ii) are not disinterested persons, and (iii) made inadequate
disclosures pursuant to Rule 2014(a) of the Federal Rule of
Bankruptcy Procedure.  

The Honorable Paul J. Kilburg approved the engagement over
FL Trust's objection and adopted a "wait and see" approach to
dealing with any potential conflict.  The Debtors can always hire
special counsel, Judge Kilburg observed.  FT Trust appealed the
Bankruptcy Court's ruling to the United States Bankruptcy
Appellate Panel for the Eighth Circuit.  The BAP says that because
the employment order is interlocutory, rather than final, it's
inappropriate to entertain the appeal at this juncture.  Moreover,
because no factual record was developed in the bankruptcy court,
the BAP is left to speculate as to whether the alleged conflict of
interest is real or imagined.  That militates in favor of
following Judge Kilburg's "wait and see" approach.  

A full-text copy of the 8th Cir. BAP's ruling is available at no
charge at:

   http://www.ca8.uscourts.gov/opndir/04/10/046026P.pdf

Headquartered in Cedar Rapids, Iowa, Beaton Holding Company, LC,
and its affiliates operate some twenty-six Burger King restaurants
in Missouri, Iowa, and Illinois.  The Debtors filed for chapter 11
protection on February 10, 2004 (Bankr. N.D. Iowa Case No. 04-
00387). Douglas S. Draper, Esq., at Heller, Draper, Hayden,
Patrick & Horn, L.L.C., and Thomas Flynn, Esq., at Belin Lamson
McCormick Zumbach Flynn, represent the Debtors in their
restructuring efforts. When the Debtors filed for protection from
their creditors, they estimated debts and assets of over $10
million.


BISHOP GOLD: Sets Oct. 27 as Closing Date for Toodoggone Purchase
-----------------------------------------------------------------
Bishop Gold Inc., listed on the TSX Venture Exchange Inc. under
the trading symbol "BSG", reported that the closing date for its
previously announced acquisition of the Toodoggone properties by
Bishop (relating to the purchase of a 100% interest of Guardsmen
Resources Inc. in two significant gold properties known as the
Al/Bonanza and the Lawyers properties located in the Toodoggone
district of North Central British Columbia) is set for Oct. 27,
2004. Bishop's previously announced financing for gross proceeds
of a minimum of $750,000 and a maximum of $1,250,000, to be
completed by way of Short-Form Offering Document in accordance
with Exchange policies, will also close on Oct. 27, 2004.

Bishop also announces that it has completed an amending agreement
with Guardsmen to extend the closing date of the aforementioned
Toodoggone property acquisition to Oct. 29, 2004 in order to
facilitate the closing of the aforementioned transactions.

                        About the Company

Bishop Gold is a mineral exploration company with interests in the
Al/Bonanza property and the Lawyers property, both are located in
the Toodoggone District of North Central B.C.; and the Gordon Lake
Property in the Giant Bay Region near Yellowknife, NWT.

                          *     *     *

                       Going Concern Doubt

Stated in Bishop Gold's 3rd Quarter Report ending June 30, 2004:

"The Company has realized recurring losses from operations, and
has a working capital deficiency of $191,905. These factors,
amongst others, cast substantial doubt with respect to the
Company's ability to continue as a going concern."


BMC INDSUTRIES: U.S. Trustee Picks 5-Member Creditors Committee
---------------------------------------------------------------           
The United States Trustee for Region 12 appointed five creditors
to serve as an Official Committee of Unsecured Creditors in BMC
Industries Inc., and its debtor-affiliates' chapter 11 cases:

     1. Sage Industrial Sales, Inc.
        Attn: Pamela T. Diesing
        4425 Margaret Circle
        Mound, Minnesota 55364
        Phone: 952-474-8551

     2. Teijin Kasei America, Inc.
        Attn: Naoaki Okuda
        11371 South Bridge Parkway
        Alpharetta, Georgia 30022
        Phone: 770-346-8949

     3. Schott North America, Inc.
        Attn: Michael Wisniewski
        400 York Avenue
        Duryea, Pennsylvania 18642
        Phone: 570-457-7485 (ext. 267)

     4. Corning S.A.S.
        Attn: Eric Wertz
        CP-AP-02-E6A
        Corning, New York 14831
        Phone: 607-248-1236

     5. Boston Laser Technology
        Attn: Lamar E. Bullock
        P.O. Box 801
        Falmouth, Massachusetts 02541-0801
        Phone: 508-746-0601

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

Headquartered in 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.


BOWATER INC: Market Issues Prompt Moody's to Slice Ratings to Ba2
-----------------------------------------------------------------
Moody's Investors Service downgraded Bowater Incorporated's senior
implied, senior unsecured and issuer ratings to Ba3 from Ba2 due
to systemic newsprint market issues and their potential impact.
The same factors cause the outlook to remain negative.

Concurrently, with no near term debt maturities to address and
with near term performance favorably affected by pricing of
certain products, the speculative grade liquidity rating was
upgraded to SGL-2 (good) from SGL-3 (adequate).

As noted, the action affecting long term ratings reflects concerns
about systemic newsprint market issues:

     (i) Evolving advertising patterns have caused newsprint
         demand to be weak, and it appears further supply
         reductions are required before significant newsprint
         price momentum will be observed.  In response, Moody's
         expects Bowater to continue to invest to modify assets to
         produce other grades where the supply/demand balance is
         more favorable.

    (ii) Some 30% of newsprint supply is fragmented among a number
         of smaller producers.  In the absence of improved
         supply/demand balance, the behavior of this group may
         partially frustrate initiatives by market leaders to
         drive price increases through the market.

   (iii) Bowater's margins continue to be under pressure from the
         combination of increasing energy, wood and other input
         prices, including the US dollar exchange value of costs
         at Canadian operations.

Moody's expects the combination of these factors will cause
Bowater's credit protection metrics to remain relatively weak over
the near-to-mid term.  In the absence of proactive debt reduction,
there is the potential they may not reflect through-the-cycle
measures appropriate for the rating.  As a consequence, the rating
outlook remains negative.

Ratings downgraded:

   -- Bowater Incorporated

      * Senior Implied: to Ba3 from Ba2
      * Industrial and PC revenue bonds: to Ba3 from Ba2
      * Issuer: to Ba3 from Ba2
      * Senior Unsecured: to Ba3 from Ba2

   -- Bowater Canada Finance Corp.

      * Senior unsecured guaranteed notes: to Ba3 from Ba2

Rating upgraded:

   -- Bowater Incorporated

      * Speculative Grade Liquidity Rating: to SGL-2 from SGL-3

Ratings Affirmed:

   -- Outlook: Negative

The Ba3 ratings reflect Bowater's position as a leading North
American producer of newsprint and groundwood paper (both coated
and uncoated).  Within the segment, Bowater has a relatively low
cost position, supported in part by significant backward
integration into timberlands and very strong energy self-
sufficiency.  Bowater also has the flexibility to divest of
approximately 1.4 million acres of land should it chose to do so.
This would allow the sales proceeds to be applied against debt,
resulting in a significant decrease.  Bowater also has significant
exposure to market pulp and a smaller exposure to softwood lumber.  
These businesses provide some limited diversity of cash flow.  
With commodity prices gradually increasing after a prolonged
trough, 2004 and 2005 should show sequential improvement in LTM
credit protection measures.

Off-setting factors include a very significant debt burden
resulting from a sequence of acquisitions that were substantially
debt-financed.  At June 30, 2004, consolidated debt was
US$2.55 billion, a level that is close to LTM net sales of
US$2.66 billion, implying that meaningful debt reduction from
internally generated cash flow will likely occur only over a
prolonged period.  Aside from relatively depressed newsprint and
groundwood paper pricing, Bowater has had to cope with an
appreciation of the Canadian dollar (approximate 25% over the past
year-and-a-half) that has adversely affected margins of its
Canadian operations (acquired in the Avenor and Alliance
transactions), and cash outflows to pay anti-dumping and
countervailing duties on softwood lumber exports to the United
States.  In addition, the company has a significant pension
funding deficit that requires cash contributions.

Bowater has good liquidity.  While there are concerns about
Bowater's financial performance through the business cycle,
Moody's expects near term performance to benefit from exposure to
pulp and coated paper, where pricing should be relatively
favorable.  Since Bowater does not have significant debt
maturities to address over the next year, the combination of its
FCF and revolving credit facilities provides good liquidity
relative to its needs.  The company maintains a $435 million
revolver that is largely un-drawn and a $200 million accounts
receivable securitization vehicle that is partially utilized.  The
bank facility matures in April 2007.  As well as providing for
operating needs, Moody's believes the revolver is good back-up for
the approximately US$200 million in outstanding receivables'
financing.  Bowater is in compliance with its key financial
covenants (Maximum Debt-to-Capitalization of 62.5% (58.8% at June
30, 2004), and Minimum Net Worth of $1.5 billion ($1.7 billion at
June 30, 2004)).  Beginning with the quarter-ending March 2005,
Bowater will also have to comply with a rolling four quarters'
Minimum EBITDA covenant.  The initial threshold is $250 million,
but steps-up to $400 million after 2005.  While this is not
expected to be an issue for the near term, given Bowater's recent
performance, in order to remain compliant through future troughs,
either the company's performance will have to be markedly superior
to what was observed in the recent past, or the then prevailing
cycle will have to be less severe.

The negative outlook reflects Moody's expectation that Bowater's
operating performance and credit statistics will remain relatively
weak in 2004 and 2005 despite the benefits of higher pulp and
coated paper prices.  For a Ba3 rating, Moody's expects average
through-the-cycle RCF to be in excess of 10%, with the related FCF
measure being in excess of 5%.  Given the excess capacity in the
newsprint and groundwood paper markets, the very weak capacity
utilization rates of Bowater's customer base (the printing and
related services sector; low-to-mid 70% range), and increased
energy and recycled fiber prices, there is considerable
uncertainty as to the magnitude, sustainability, and impact of the
commodity price recovery.  It appears at this juncture that there
is little hope of a demand-driven price recovery.  Consequently,
it appears that more aggressive supply management is required.  
While the top five producers make up 70% of the market, with the
other 30% being very fragmented, the market leaders have been
disproportionately responsible for supply-side initiatives.  This
fragmentation may also be partially frustrating initiatives to
drive price increases through the market, with behavior of the
smaller producers undermining the market.  When combined with the
recent appreciation of the Canadian dollar that adversely affects
a portion of its operations, Bowater's financial profile is
vulnerable to the impact of having to invest in further supply-
side initiatives at a time when its margins continue to be
squeezed.  Even at the Ba3 rating level, there is the potential
that Bowater's credit protection statistics will not reflect
through-the-cycle measures appropriate for the rating unless
proactive steps to reduce its debt load are taken.  In summation,
Moody's is concerned that there may be a tangible probability of
the company's performance not meeting the above performance
benchmarks.

Either or both of the outlook and ratings could be upgraded if
Bowater takes specific proactive steps to permanently reduce
indebtedness or increase profitability so as to ensure the above
credit metrics are met or exceeded.  Conversely, a downgrade could
result if it becomes clear that through-the-cycle performance will
not, in Moody's opinion, meet the above benchmarks, if the company
pursues material debt-financed acquisitions, or if liquidity
arrangements deteriorate significantly.

Bowater Incorporated, headquartered in Greenville, South Carolina
is a global leader in newsprint, with additional operations in
coated and uncoated groundwood papers, bleached kraft pulp, and
lumber products.


CBD MEDIA: Moody's Junks Planned $100 Million Senior Debt Ratings
-----------------------------------------------------------------
Moody's Investors Service lowered the existing ratings for CBD
Media Holdings LLC and CBD Media LLC, in response to the company's
proposed debt issuance and consequent $127 million dividend to the
equity sponsor, principally Spectrum Equity:

   * the company's senior implied to B2 from B1,
   * senior secured facilities to B1 from Ba3, and
   * senior subordinated notes to Caa1 from B3.

In addition, Moody's assigned a new Caa2 rating for the
$100 million senior note issuance by CBD Media Holdings.  Pro
forma for the transaction, the company's leverage, at 8.1 times
debt-to-cash flow, exceeds the initial March 2002 purchase price
of 7.7 times.  In Moody's view, the increased level of financial
risk is only somewhat mitigated by the modest level of business
risk encountered by CBD, as the incumbent directory operator in
the Cincinnati environs.  This concludes Moody's review for
possible downgrade of the company's ratings, which commenced
October 13, 2004.

Moody's reported these rating actions:

   -- assigned a Caa2 rating to Holdings' $100 million senior
      notes due 2012;

   -- lowered the senior implied rating to B2 from B1;

   -- lowered the rating on the $158 million of secured bank
      credit facilities to B1 from Ba3;

   -- lowered the rating on the $150 million of senior
      subordinated notes due 2011 to Caa1 from B3;

   -- lowered the senior unsecured issuer rating to Caa2 from B3.

The rating outlook is stable.

The ratings reflect the company's high leverage and consequent
thin margin for error following the equity sponsor's history of
dividends, including $133 million in 2003 and $127 million,
currently.  CBD faces significant challenges, including
concentration risk as a single market operator and the potential
for competition to intensify, particularly from better capitalized
operators, albeit not incumbents (Verizon entered the market in
the first quarter of 2004).  

Furthermore, critical to CBD's position as the incumbent is its
relationship with Cincinnati Bell, the telephone service provider,
which is also relatively weakly capitalized and vulnerable to
competition (Cincinnati Bell has a B1 senior implied rating and a
positive outlook).  CBD is also susceptible to competition from
other media and Moody's expects, increasingly, from the Internet.  

Finally, the directory business is mature with limited growth
opportunities and the alternative, opportunities on the expense
side, are constrained by CBD's already very thin staff due to an
unusually high level of outsourcing (sales, printing,
distribution, and billing).  As a result, the company is likely to
have fewer options for improving cash flow or preventing it
potential deterioration.

However, the ratings also consider the company's incumbent status
and the stability that it has provided to date.  CBD has an 85%
market share and reports 85% customer retention.  The operating
margin as measured by EBITDA is among the strongest in the sector
at greater than 50% and capital investment requirements are quite
low.  Moreover, greater than 50% of EBITDA is converted into free
cash flow, allowing for fairly rapid debt repayment going forward.
Further, while CBD's leverage is extremely high at about 8 times,
Moody's recognizes that current public market multiples for
directory businesses are greater than 10 times, although its peers
have much greater geographic diversity.

The stable outlook reflects the expectation of a stable operating
environment and the use of free cash flow to de-lever.  
Meaningfully lower leverage would be necessary before the outlook
could change to positive.  Conversely, the ratings could
experience further negative momentum should either the business
environment become more competitive or financial pressure increase
due to weak economic factors.  Moody's remains concerned about the
potential for a negative event to impact the company's valuation
and the vulnerability of the balance sheet established by the
substantial reduction in equity over such a short period of time.

Pro-forma for the proposed transaction, debt-to-EBITDA is high at
8.1 times (Moody's calculates EBITDA after Spectrum's annual
management fee of $2 million).  Coverage of interest expense is a
more reasonable 2.2 times, particularly given the low CapEx
requirements.  Free cash flow-to-total debt is expected to remain
good, relative to CBD's rating category, at approximately 6%.  
Given the relatively good level of free cash flow, we expect CBD
to be able to de-lever and the company is likely to be closer to
7.5 times debt-to-EBITDA by year-end 2005.

The B1 rating on the senior secured credit facility reflects its
priority position in the capital structure and reasonable
collateral coverage.  Outstandings are secured by a first lien on
all tangible and intangible assets of CBD and all of its capital
stock.  The borrower is CBD, and guarantees from Holdings and from
CBD's subsidiaries support the facility.  

The Caa1 rating on the senior subordinated notes reflects their
effective and contractual subordination to senior debt of
approximately $153 million at closing.  The senior subordinated
notes do, however, benefit from subsidiary guarantees.  

The Caa2 rating on the proposed senior notes at Holdings reflects
its structural subordination to a sizable layer of debt at CBD and
the absence of guarantees.

Headquartered in Cincinnati, Ohio, CBD Media LLC is the exclusive
telephone directory publisher for Cincinnati Bell-branded yellow
pages in the Cincinnati-Hamilton metropolitan area, which is the
23rd largest metropolitan area in the country.


CCC INFO: Delays Earnings Release to Review Warrant Transactions
----------------------------------------------------------------
CCC Information Services Group Inc. (Nasdaq:CCCG) has delayed its
earnings release, which had been scheduled for 11:00 a.m. EDT on
Oct. 20, 2004. The sole purpose of the delay is to permit the
company to review and finalize the accounting treatment of options
and warrants exercised in connection with its recent tender offer.
This review does not relate to the operations of the business.
Management expects to release earnings in approximately one week
and is confident that the 10-Q will be filed in a timely fashion.

                            About CCC

CCC Information Services Group Inc. (Nasdaq:CCCG), headquartered
in Chicago, is a leading supplier of advanced software,
communications systems, Internet and wireless-enabled technology
solutions to the automotive claims and collision repair
industries. Its technology-based products and services optimize
efficiency throughout the entire claims management supply chain
and facilitate communication among approximately 21,000 collision
repair facilities, 350 insurance companies and a range of industry
participants. For more information about CCC Information Services,
visit CCC's Web site at http://www.cccis.com/

                          *     *     *

As reported in the Troubled Company Reporter on August 5, 2004,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Chicago, Illinois-based CCC Information Services
Inc.

At the same time, Standard & Poor's assigned its 'B+' senior
secured debt rating, with a recovery rating of '4', to the
company's proposed $208 million senior secured bank facility,
which will consist of a $30 million revolving credit facility (due
2009) and a $178 million term loan (due 2010). The 'B+' rating on
the senior secured debt is the same as the corporate credit rating
and the '4' recovery rating indicates that the first priority
senior secured debt holders can expect marginal (25%-50%) recovery
of principal in the event of a default.

The proceeds from this facility, along with about $38 million of
cash on hand, will be used to repurchase $210 million in CCC's
common stock. The outlook is positive. Pro forma for the
proposed bank facility, CCC had approximately $205 million in
operating lease-adjusted debt as of June 2004.

"The ratings reflect CCC's narrow product focus within a mature
niche marketplace and leveraged balance sheet," said Standard &
Poor's credit facility Ben Bubeck. "These are only partially
offset by a largely recurring revenue base supported by
intermediate-term customer contracts, high barriers to entry, and
solid operating margins, allowing for modest free operating cash
flow generation."


CENTURY/ML CABLE: Has Until Dec. 30 to File Plan of Reorganization
------------------------------------------------------------------
Judge Gerber of the U.S. Bankruptcy Court for the Southern
District of New York extends the exclusive periods for Debtor
Century/ML Cable Venture, ML Media Partners, LP, and Century
Communications Corp. to:

    (a) file a plan of reorganization, through and including
        December 30, 2004; and

    (b) solicit acceptances of that plan, through and including
        February 25, 2005.

Century Communications Corporation filed for Chapter 11 protection
on June 10, 2002.  Century's case has been jointly administered to
proceedings of Adelphia Communications Corporation.  Century
operates cable television services in Colorado, California and
Puerto Rico. CENTURY is an indirect wholly owned subsidiary of
ACOM and an affiliate of Adelphia Business Solutions, Inc.  
Lawyers at Willkie, Farr & Gallagher represent CENTURY.

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


CHASE COMMERCIAL: S&P Assigns Low-B Ratings on Three Cert. Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on four
classes in Chase Commercial Mortgage Securities Corp.'s commercial
mortgage pass-through certificates from series 1997-1.
Concurrently, the ratings on four other classes from the same
series have been affirmed.

The raised and affirmed rating reflect the stable operating
performance of much of the underlying trust collateral and credit
enhancement levels that adequately support the ratings.

As of Sept. 20, 2004 the trust collateral consisted of 81 loans
with an aggregate outstanding principal balance of $350.6 million,
down from 107 loans amounting to $533.8 million at issuance.  The
master servicer, GMAC Commercial Mortgage Corp. provided 2003 net
cash flow debt service coverage -- DSC -- figures for 93.5% of the
pool.  Based on this information, Standard & Poor's calculated a
weighted average DSC of 1.58x, up from 1.41x at issuance.  The
pool has experienced three losses to date amounting to $8.1
million (1.5%).

The top 10 loans have:

   * an aggregate outstanding balance of $130.6 million (37.2%),
     and

   * reported a 2003 weighted average DSC of 1.60x, up from 1.47x
     at issuance.

As part of its surveillance review, Standard & Poor's reviewed
recent property inspections provided by GMAC Commercial for assets
underlying the top 10 loans and all these assets were
characterized as "good."  There are no top 10 loans in special
servicing and the sixth-largest loan is on GMAC Commercial's
watchlist.

There were three assets with an aggregate balance $16.6 million
(4.7%) that were with the special servicer, also GMAC Commercial,
as of the latest remittance period.  Subsequently, the retail
property in Oxford, Missouri, with a $6.0 million balance and
$0.3 million in servicer advances, has liquidated for
$4.9 million.  The two other loans are both secured by lodging
properties located in the proximity of Boston, Massachusetts with
balances of $7.0 million and $3.5 million, respectively.  Standard
& Poor's anticipates substantial losses upon the ultimate
resolution of both loans.

The master servicer's watchlist consists of 15 loans with an
aggregate balance of $58.4 million (16.7%) and includes the sixth-
largest loan, which has a balance of $11.1 million (3.2%).  The
loan is secured by a 387,000-sq.-ft. office building in Nashville,
Tennessee that reported a 2003 DSC of 0.93x, down from 1.13x in
2002.  In the past year, occupancy at the property has increased
to 86.0%, up from 79.0%.  Additionally, ongoing capital
improvements at the property have allowed the borrower to increase
asking rents from 2002 levels.  The remaining 14 loans on the
watchlist appear primarily due to DSC or occupancy issues, and all
of these loans have balances of less than $7.3 million.

This underlying loan collateral is located in 22 states, with more
than 40.0% of the concentration in:

         * New York (21.0%),
         * California (13.3%), and
         * Massachusetts (10.6%).

Property concentrations are found in:
   
         * multifamily (36.5%),
         * retail (31.3%), and
         * office (17.1%) assets.

Standard & Poor's stressed the specially serviced loans, loans on
the watchlist, and other loans with credit issues in its analysis.
The resultant credit enhancement levels adequately support the
raised and affirmed ratings.
   
                         Ratings Raised
    
           Chase Commercial Mortgage Securities Corp.
       Commercial mortgage pass-thru certs series 1997-1
   
                      Rating
            Class   To     From   Credit Enhancement
            -----   --     ----   ------------------
            C       AAA    AA+                 25.1%
            D       AA     A                   16.7%
            E       A      BBB+                13.7%
            F       BB+    BB                   5.3%
   
                        Ratings Affirmed
   
           Chase Commercial Mortgage Securities Corp.
       Commercial mortgage pass-thru certs series 1997-1
    
              Class   Rating   Credit Enhancement
              -----   ------   ------------------
              A-2     AAA                   40.3%
              B       AAA                   32.7%
              G       BB-                    3.8%
              H       B-                     1.5%


CHOICE ONE: Hires Bankruptcy Services as Noticing Agent
-------------------------------------------------------               
The U.S. Bankruptcy Court for the Southern District of New York
gave Choice One Communications Inc., and its debtor-affiliates,
permission to employ Bankruptcy Services LLC as their official
noticing agent on an interim basis.

The Court scheduled a hearing to consider the Debtors' application
to employ Bankruptcy Services on a permanent basis at 10:00 a.m.,
on Oct. 25, 2004.  

Bankruptcy Services will:

    a) notify all potential creditors of the filing of the
       bankruptcy petitions under the applicable provisions of the
       Bankruptcy Code and the Federal Rules of Bankruptcy
       Procedure;

    b) file with the Clerk of the Bankruptcy Court:

          (i) a copy of any notice served by Bankruptcy Services,

         (ii) a list of persons in alphabetical order to whom the
              notice was mailed, and

        (iii) the date the notice was mailed within ten days of
              service.

    c) record all transfers of claims and provide any notices of
       these transfers as required by Bankruptcy Rule 3001;

    d) maintain the official mailing list of the Debtors'
       claimants; and

    e) assist the Debtors' voting agent, Financial Balloting Group
       LLC, in providing notice to creditors and interest holders
       of the hearing to confirm the Debtors' plan of
       reorganization.

Ron Jacobs, President of Bankruptcy Services, discloses that the
Debtors will pay the Firm a $5,000 retainer to be applied to the
final invoice Bankruptcy Services will submit to the Debtors.

Mr. Jacobs adds that Kathy Gerber, Senior Vice-President at
Bankruptcy Services, will be the lead professional performing
services to the Debtors. Ms. Berger will bill the Debtors $210 per
hour for her services.

Mr. Jacobs reports Bankruptcy Services' professionals bill:

    Designation                    Hourly Rate
    -----------                    -----------
    Senior Consultants             $185
    Programmer                      160 - 130
    Associate                       135
    Data Entry/Clerical              40 - 60

To the best of the Debtors' knowledge, Bankruptcy Services is
"disinterested" as the term is defined in Section 101(14) of the
Bankruptcy Code.

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


CONSTELLATION BRANDS: Confirms Offer to Purchase Mondavi Corp.
--------------------------------------------------------------
Constellation Brands, Inc. (NYSE: STZ, ASX: CBR), confirmed that
it has offered to acquire The Robert Mondavi Corporation (Nasdaq:
MOND) in a transaction in which Mondavi's Class A shareholders
would receive $53.00 per share in cash and Mondavi's Class B
shareholders would receive $61.75 per share in cash. The
difference in prices reflects the premium allocation between
Mondavi's Class A and Class B shares in connection with the
recapitalization Mondavi has proposed.

Constellation's offer represents a premium of 37% over the closing
market price of Mondavi's publicly-traded Class A shares on
Monday, Oct. 11, 2004, the day before the proposal was made. The
total value of this transaction is approximately $1.3 billion,
including approximately $970 million of equity on a fully-diluted
basis plus the assumption of approximately $333 million of Mondavi
net debt.

"We would like to commence discussions with Mondavi immediately
with a goal of entering into a merger agreement with Mondavi as
soon as possible," stated Constellation Brands Chairman and Chief
Executive Officer Richard Sands. "The Mondavi Board of Directors
has expressed its commitment to maximize shareholder value and has
indicated that Mondavi would meet with us to discuss our offer. We
are prepared to begin immediately. Our offer is not conditioned on
the completion of Mondavi's recapitalization and we see no reason
to delay. In addition, just as we have honored the economic effect
of the recapitalization in our offer, we would be willing to
consider allowing a shareholder approval that would give effect to
the one share/one vote aspect of the proposed recapitalization.
This matter has the highest priority for us, and we are committed
to working with Mondavi to bring this vision to fruition."

Mr. Sands explained, "The combination of Constellation and Mondavi
is a compelling strategic fit that strengthens Constellation and
provides immediate value to Mondavi's shareholders. Mondavi, with
its great portfolio of wines, unmatched brand equity and storied
tradition, adds breadth to Constellation's world-leading wine
portfolio, and provides Constellation with additional growth
opportunities.

"Our all-cash offer is not subject to financing and would provide
Mondavi's shareholders with immediate value greater than the value
of Mondavi's announced restructuring exercise as projected by
Mondavi as recently as one month ago. Moreover, our premium
transaction would insulate Mondavi shareholders from the risks
inherent in the Mondavi restructuring plan, many of which Mondavi
describes in a preliminary proxy statement that it filed on
Oct. 8, 2004," Mr. Sands concluded.

Constellation has received commitments for the financing necessary
to complete the transaction. The transaction will be accretive to
Constellation's earnings and cash flow per share in the first
year.

                       About Constellation

Constellation Brands, Inc., is a leading international producer
and marketer of beverage alcohol brands with a broad portfolio
across the wine, spirits and imported beer categories. Well-known
brands in Constellation's portfolio include: Corona Extra,
Pacifico, St. Pauli Girl, Black Velvet, Fleischmann's, Mr. Boston,
Paul Masson Grande Amber Brandy, Franciscan Oakville Estate,
Estancia, Simi, Ravenswood, Blackstone, Banrock Station, Hardys,
Nobilo, Alice White, Vendange, Almaden, Arbor Mist, Stowells and
Blackthorn.

Standard & Poor's Ratings Services rates Constellation Brands'
senior secured and senior unsecured debt at BB, its subordinated
debt at B+, and gives a B rating to the company's preferred stock
issue.  Constellation Brands' Aug. 31, 2004, balance sheet shows
about $2 billion of outstanding debt.  


CONSTELLATION BRANDS: Mondavi Bid Spurs S&P to Watch Low-B Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating and other ratings on alcoholic beverage producer and
distributor Constellation Brands Inc. on CreditWatch with negative
implications.  Constellation Brands announced its all-cash offer
to acquire The Robert Mondavi Corp. for approximately
$1.3 billion, including approximately $333 million of Mondavi net
debt.  Fairport, New York-based Constellation Brands had about
$2 billion of debt outstanding at Aug. 31, 2004.

"The CreditWatch placement reflects Standard & Poor's concern that
Constellation Brands' announcement could start a competitive
bidding process for Mondavi, which in turn could lead to a
significant escalation of the current offering price," said
Standard & Poor's credit analyst Jean C. Stout.

Standard & Poor's will continue to monitor developments, including
assessing the ultimate impact upon the company's business and
financial profile.  However, if the proposed transaction were to
occur on current terms, Standard & Poor's would affirm its 'BB'
corporate credit, senior secured debt, and senior unsecured debt
ratings on Constellation Brands, as well as the 'B+' subordinated
debt rating and 'B' preferred stock rating on the company.  The
outlook would be negative.

Standard & Poor's believes, based on publicly available
information, that a combination with Mondavi would strengthen
Constellation Brands' business profile, enhancing its position as
one of the largest global wine producers by adding breadth to its
worldwide wine portfolio, and providing Constellation Brands with
additional growth opportunities.  Still, the company's acquisition
strategy has always been a rating concern and a key issue in
assessing Constellation Brands' business profile.  Nevertheless,
the company's credit measures have improved in recent periods,
providing some flexibility for debt-financed acquisitions.

Constellation Brands already secured bank commitments for the
financing necessary to complete this proposed transaction.  While
an acquisition of this size will weaken credit measures in the
near term and create integration risk for the company, Standard &
Poor's expects that the company's annual debt amortization
schedule will not only be manageable but that the company will
apply its strong free cash flows to reduce debt over the
intermediate term.

Constellation Brands has the largest wine business in the world.
It is the second-largest U.S. supplier of wines, the third-largest
U.S. importer of beer, and the third-largest U.S. supplier of
distilled spirits.  The company is also the No. 1 supplier of wine
and the No. 2 producer of cider in the U.K., a leading alcoholic
beverage wholesaler in the U.K., and the largest wine producer in
Australia.


CRESCENT REAL: Sells Non-Income Producing Land to Houston City
--------------------------------------------------------------
Crescent Real Estate Equities Company (NYSE:CEI) has contracted to
sell 5.3 acres of non-income producing land to the City of
Houston. The land is adjacent to the 5.5 acres located in front of
downtown's George R. Brown Convention Center that Crescent sold to
the City at the end of 2002. This transaction allows the City to
consolidate its land in order to develop an urban park of more
than 13 acres.

Jane Page, Executive Vice President of Asset Management and
Leasing, commented, "As the largest landlord in Houston, Crescent
shares the City's vision of developing a major new centerpiece
park for all to enjoy. We believe that this type of gathering spot
not only elevates the quality of life for those who live, work and
play downtown, it also provides Houston with another way to
compete with major metropolitan areas."

The sale is expected to be completed in the fourth quarter,
generating net proceeds to Crescent of approximately $23 million,
which equates to a price of $100 per square foot.

                        About the Company

Crescent Real Estate Equities Company (NYSE:CEI) is one of the
largest publicly held real estate investment trusts in the nation.
Through its subsidiaries and joint ventures, Crescent owns and
manages a portfolio of more than 70 premier office buildings
totaling more than 29 million square feet primarily located in the
Southwestern United States, with major concentrations in Dallas,
Houston, Austin, Denver, Miami and Las Vegas. In addition,
Crescent has investments in world-class resorts and spas and
upscale residential developments. For more information, visit the
company's website at http://www.crescent.com

                          *     *     *

As reported in the Troubled Company Reporter's July 2, 2004,
edition, Standard & Poor's Ratings Services lowered its corporate
credit ratings on Crescent Real Estate Equities Co. and its
operating partnership, Crescent Real Estate Equities L.P., to
'BB-' from 'BB'. In addition, the rating on the company's senior
unsecured notes is lowered to 'B' from 'B+', and the rating on the
company's preferred stock is lowered to 'B-' from 'B'. The outlook
is revised to stable from negative.

"The lowered ratings reflect office market conditions that remain
persistently weak, pressuring Crescent's highly concentrated
portfolio," said Standard & Poor's credit analyst Elizabeth
Campbell. "They also reflect tenant concentration concerns, an
aggressive financial profile with weak coverage measures, limited
financial flexibility, and a high dividend payout ratio."


DETIENNE ASSOCIATES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Detienne Associates Limited Partnership
        22 North Last Chance Gulch
        Helena, Montana 59601

Bankruptcy Case No.: 04-63115

Chapter 11 Petition Date: October 13, 2004

Court: District of Montana (Butte)

Judge: Ralph B. Kirscher

Debtor's Counsel: James A. Patten, Esq.
                  The Fratt Building, Suite 300
                  2817 2nd Avenue North
                  Billings, MT 59101
                  Tel: 406-252-8500
                  Fax: 406-294-9500

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.


DIAMOND APPAREL LP: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Diamond Apparel, L.P.
        dba Diamond Cut Jeans
        fka Djeans.com LTD
        901 East Highway 82
        Nocona, Texas 76255

Bankruptcy Case No.: 04-70904

Type of Business:  The Company manufactures and designs jeans for
                   men, women and children for comfort, style and
                   durability.  The Company also specializes in
                   gusseted jeans available in blue, black, and
                   khaki denim.  See http://www.diamondcutjeans.com/

Chapter 11 Petition Date: October 19, 2004

Court: Northern District of Texas (Wichita Falls)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Ronald L. Yandell, Esq.
                  Law Offices of Ron L. Yandell
                  705 Eighth Street, Suite 720
                  Wichita Falls, Texas 76301
                  Tel: (940)761-3131
                  Fax: (940)761-3133

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 unsecured
creditors.


DVI, INC.: Judge Walrath Approves Debtors' Disclosure Statement
---------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware put her stamp of approval on a Disclosure
Statement explaining the company's chapter 11 plan.  Judge Walrath
found that the disclosure document provides the right amount of
the right kind of information that will allow creditors to make
informed decisions when they vote to accept or reject the plan.  

DVI has sold most of its assets.  The plan proposes to monetize
all of DVI's remaining property and distribute the estate's cash
assets to creditors in order of their statutory priority.  The
plan proposes to pay general unsecured creditors just under 3
cents-on-the-dollar and delivers just over 32 cents-on-the-dollar
to the healthcare finance company's noteholders.  

Judge Walrath will convene a hearing to consider the merits of the
Plan and whether the Plan should be confirmed on Nov. 17, 2004.  

DVI, Inc., the parent company of DVI Financial Services, Inc., DVI
Business Credit Corp., and DVI Financial Services, Inc., provided
lease or loan financing to healthcare providers for the
acquisition or lease of sophisticated medical equipment.  The
Company, along with its affiliates, filed for chapter 11
protection (Bankr. Del. Case No. 03-12656) on August 25, 2003.  
Bradford J. Sandler, Esq., of Adelman Lavine Gold and Levin, PC,
represents the debtors in their restructuring efforts.


ENDURANCE SPECIALTY: Names Michael Fujii to Lead US-Based Business
------------------------------------------------------------------
Endurance Specialty Holdings Ltd. (NYSE:ENH) has named Michael
Fujii to lead and manage the development of Endurance's insurance
business in the United States. With a focus on developing key
areas of specialization within the Property and Casualty insurance
arena, Endurance will underwrite on both an admitted and non-
admitted basis.

Mr. Fujii joins Endurance from Great American Custom Insurance
Services, where he most recently served as President and CEO.
Prior to that, Mr. Fujii was President of CIGNA E&S from 1987 to
1992. A graduate of Loyola University-Los Angeles, Mr. Fujii is a
member of the AICPA and the California Institute of Certified
Public Accountants. Mr. Fujii also sits on the board of the
Insurance Institute's Charitable Foundation.

"We are delighted that someone of Mike's caliber has decided to
lead the creation of our specialty insurance business," commented
Endurance CEO, Kenneth J. LeStrange. "This is an exciting
initiative for the company, and we look forward to applying our
principles of specialization, disciplined underwriting, and
superior client service in this business as well."

The expansion into the U.S. insurance market comes on the heels of
the company announcing its entrance into Surety business and
Agribusiness. "Endurance's business model is based on flexibility
and specialization," said Mr. LeStrange. "Thanks in large part to
our strong capitalization and nimbleness, Endurance is able to
take advantage of opportunities in the market. We feel that in
establishing a U.S. insurance business, we can continue to offer
products and services that meet the changing needs of clients."

                About Endurance Specialty Holdings

Endurance Specialty Holdings Ltd. is a global provider of property
and casualty insurance and reinsurance. Through its operating
subsidiaries, Endurance currently writes property per risk treaty
reinsurance, property catastrophe reinsurance, casualty treaty
reinsurance, property individual risks, casualty individual risks,
and other specialty lines. Endurance's operating subsidiaries have
been assigned a group rating of A (Excellent) from A.M. Best, A2
by Moody's and A- from Standard & Poor's. Endurance's headquarters
are located at Wellesley House, 90 Pitts Bay Road, Pembroke HM 08,
Bermuda and its mailing address is Endurance Specialty Holdings
Ltd., Suite No. 784, No. 48 Par-la-Ville Road, Hamilton HM 11,
Bermuda. For more information about Endurance, please visit
http://www.endurance.bm/

                          *     *     *

As reported in the Troubled Company Reporter's June 18, 2004,
edition, Standard & Poor's Ratings Services assigned its 'BBB'
counterparty credit rating to Endurance Specialty Holdings Ltd.
and its preliminary 'BBB' senior debt, 'BBB-' subordinated debt,
and 'BB+' preferred stock ratings to the company's $1.8 billion
universal shelf registration.

"The ratings on Endurance are based on its strong competitive
position, which is supported by a diversified business platform,"
noted Standard & Poor's credit analyst Damien Magarelli. "In
addition, Endurance maintains strong capital adequacy and strong
operating performance." Offsetting these positive factors are
concerns about Endurance's exposure to catastrophes and minimal
reinsurance protections. Endurance also is a relatively new
operation, and management has not been tested through difficult
market cycles.


ENRON CORP: Court Approves ECS Bidding Procedures
-------------------------------------------------
As reported in the Troubled Company Reporter on Oct. 1, 2004,
Enron North America Corp., an Enron Corporation debtor-affiliate
sought the permission of the U.S. Bankruptcy Court for the
Southern District of New York to consent to the sale of certain
assets belonging to wholly owned non-debtor subsidiary, Enron
Compression Services Company, free of liens, claims and
encumbrances to Paragon ECS Holdings, LLC, subject to higher and
better offers.

Specifically, the Assets to be sold are Compression Services
Agreements entered into by ECS with Transwestern Pipeline Company
and Florida Gas Transmission Company. The Assets will also
include the associated agreements necessary in the performance of
the obligations under the Transwestern and Florida Gas Compression
Services Agreements.

The United States Bankruptcy Court for the Southern District of
New York approved a competitive bidding process to maximize the
value of the Transwestern and Florida Gas Assets.

                   The Proposed Bidding Procedures

A. Assets

    ECS will entertain bids for the Assets, whether through a bid
    for all of the Assets or through bids for each of the
    Transwestern Assets and the Florida Gas Assets, through the
    Auction.

B. Auction Date and Time

    The Auction will be held on October 18, 2004, commencing at
    10:00 a.m. Eastern Time at the offices of LeBoeuf, Lamb,
    Greene & MacRae, LLP, Reliant Energy Plaza, 1000 Main Street,
    Suite 2550, Houston, Texas 77002, for consideration of
    qualifying offers that may be presented to ECS, or at the time
    or date as ECS may determine upon prior consultation with the
    Official Committee of Unsecured Creditors.

C. Adjournment of Auction

    The Auction may be adjourned as ECS, upon consultation with
    the Creditors' Committee, deems appropriate.  Reasonable
    notice of the adjournment and the time and place for the
    resumption of the Auction will be given to Paragon ECS
    Holdings, LLC, all entities submitting Competing Bids, and the
    Creditors' Committee.

D. Qualification as Bidder

    Any entity that wishes to make a bid for the Assets, the
    Transwestern Assets, or the Florida Gas Assets must provide
    sufficient and adequate information to demonstrate to ECS'
    sole and absolute satisfaction, upon consultation with the
    Creditors' Committee, that the bidder has the financial
    means and ability to consummate the transactions contemplated
    in the purchase agreement submitted with the Competing Bid.
    Paragon is a Qualified Bidder.

E. Bid Requirements

    ECS will entertain bids for the Assets, the Transwestern
    Assets, or the Florida Gas Assets that are on substantially
    the same terms and conditions as those terms set forth in the
    Purchase Agreement with Paragon.  A cash deposit of at least
    equal to 25% of its bid must accompany each Competing Bid.

    Competing Bids must be:

       * in writing;

       * signed by an individual authorized to bind the
         prospective purchaser; and

       * received no later than 5:00 p.m. Eastern Time
         on October 13, 2004, by:

            ECS
            c/o Enron North America Corp.
            1221 Lamar, Suite 1600
            Houston, TX 77010
            Attention: Gregory L. Sharp
            e-mail: greg.sharp@enron.com
            Facsimile: (713) 646- 3702)

            LeBoeuf, Lamb, Greene & MacRae, LLP
            125 West 55th Street
            New York, NY 10019,
            Attention: Herbert K. Ryder
            e-mail: hryder@llgm.com
            Facsimile: (212) 424-8500

            The Blackstone Group LP
            345 Park Avenue
            New York, NY 10154
            Attention: Pierre Chung
            e-mail: chung@blackstone.com
            Facsimile: (212) 583-5707

            and

            Milbank, Tweed, Hadley & McCloy LLP
            One Chase Manhattan Plaza
            New York, NY 10005-1413
            Attention: Luc A. Despins
            e-mail: ldespins@milbank.com
            Facsimile: 212-530-5219

    Any Competing Bid must be presented under a contract
    substantially similar to the Purchase Agreement, marked to
    show any modifications made to the Purchase Agreement.  The
    Competing Bid must not be subject to due diligence review,
    board approval, or the receipt of any consents not otherwise
    required by the Purchase Agreement.

    The initial overbid for the Assets must be at least 4% greater
    than the Base Purchase Price under the Purchase Agreement.  In
    the instance of Competing Bids for each of the Transwestern
    Assets and the Florida Gas Assets, the Competing Bids must
    aggregate to an amount that is at least 4% greater than the
    Base Purchase Price.

F. Due Diligence, Consent and Questions Prior to Submitting Bids

    In order to conduct due diligence on the Assets, the
    Transwestern Assets, or the Florida Gas Assets, parties may
    contact: Gregory L. Sharp.  Before a party will be allowed to
    conduct due diligence, if not previously executed, it must
    execute a Confidentiality Agreement.

G. Auction

    After the Bid Deadline and prior to the Auction, ECS will,
    upon consultation with the Creditors' Committee:

       * evaluate all Competing Bids received;

       * invite all Qualified Bidders to participate in the
         Auction;

       * determine which Competing Bid reflects the highest or
         best offer for the Assets; and

       * if applicable, determine which Competing Bids for each of
         the Transwestern Assets and Florida Gas Assets, in the
         aggregate, reflect the highest or best offer.

    ECS, in its business judgment and sole absolute discretion, in
    consultation with the Creditors' Committee, may reject any
    Competing Bid that is not in conformity with the requirements
    of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules
    of the Court, or that is contrary to the best interests of
    ECS, ENA, its estate or its creditors.

    Subsequent bids for the Assets at the Auction, including those
    of Paragon, must be in increments of at least 1% more than the
    highest prior bid.  In the instance of bids for each of the
    Transwestern Assets and the Florida Gas Assets, subsequent
    bids must aggregate to be in increments of at least 1% more
    than the highest prior bid for the Assets.

    ECS may modify the Bidding Procedures upon consultation with
    the Creditors' Committee, as may be determined to be in the
    best interests of ECS, ENA, its estates or its creditors.

H. Irrevocability of Certain Bids

    The bid of the Winning Bidder will remain open and irrevocable
    in accordance with the terms of the purchase agreement
    executed by the Winning Bidder.  The bid of the bidder or
    combination of bidders that submits the next highest or best
    bid -- the Back-up Bidder -- will remain open and irrevocable
    until the earlier to occur of (i) the consummation of a sale
    of the Assets and (ii) 90 days after the last date of the
    Auction; provided, that if Paragon is either the Winning
    Bidder or the Back-up Bidder, then the highest or best
    bid of Paragon will remain irrevocable in accordance with the
    terms of the Purchase Agreement.

    If Paragon is neither the Winning Bidder nor the Back-up
    Bidder, then the highest or best bid submitted by Paragon
    will, in addition to the bids of the Winning Bidder and the
    Back-up Bidder, remain irrevocable in accordance with the
    terms of the Purchase Agreement.

I. Retention of Deposits

    ECS will retain the Deposit of the Winning Bidder in
    accordance with the terms of the purchase agreement executed
    by the Winning Bidder.  The Deposit for each Back-up Bidder
    will be held until the earlier to occur of:

       * consummation of a sale of the Assets; and

       * 90 days after the last date of the Auction.

    If Paragon is either the Winning Bidder or the Back-up Bidder,
    ECS will retain Paragon's Deposit in accordance with the terms
    of the Purchase Agreement.  If Paragon is neither the Winning
    Bidder nor the Back-up Bidder, then, in addition to the
    retention of the Deposits of the Winning Bidder and the
    Back-up Bidder, ECS will also retain Paragon's Deposit.

J. Failure to Close

    In the event a bidder or combination of bidders is the Winning
    Bidder, and the Winning Bidder fails to consummate the
    proposed transaction by the closing date contemplated in the
    purchase agreement agreed to by the parties for any reason,
    ECS will:

       * retain the Winning Bidder's Deposit, to the extent
         provided in the applicable purchase agreement;

       * maintain the right to pursue all available remedies
         available to it subject to the terms of the purchase
         agreement executed by the Winning Bidder; and

       * upon consultation with the Creditors' Committee, be free
         to consummate the proposed transaction with the next
         highest or best bidder at the highest price bid by that
         bidder at the Auction without the need for an additional
         hearing or order from the Court.

K. Non-Conforming Bids

    ECS, in consultation with the Creditors' Committee, will have
    the right to entertain bids that do not conform to one or more
    of the requirements provided in the proposed Bidding
    Procedures.

L. Expenses

    Any bidders presenting bids will bear their own expenses in
    connection with the sale of the Assets, whether or not the
    sale is ultimately approved.

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)


FEDERAL-MOGUL: Asks Court to Okay $500M Replacement DIP Facility
----------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
enter into a replacement financing with Citicorp USA, Inc.

Michael P. Migliore, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub, PC, in Wilmington, Delaware, tells Judge Lyons that,
with a few exceptions, the terms and conditions of the proposed
replacement DIP financing to be syndicated by Citicorp USA, Inc.,
are substantially identical to the carefully crafted and heavily
negotiated terms of the Debtors' existing $600 million Amended and
Restated Revolving Credit, Term Loan and Guaranty Agreement, dated
as of August 7, 2003, with JPMorgan Chase Bank, as administrative
agent for the lenders.  However, the improved interest rate for
the Replacement Financing will result in immediate and material
savings to the Debtors' estates.  Its extended maturity removes
any concerns that the Debtors might be unable to repay or
refinance the Existing DIP Facility prior to its scheduled
maturity in just five months.

Mr. Migliore elaborates that the interest for the Replacement
Financing at both base pricing and at a LIBOR-based pricing option
is 0.75% (75 basis points) less than the Existing DIP Facility,
resulting in monthly interest savings to the estate of roughly
$238,000.  The Replacement Financing also extends the maturity of
the Debtors' postpetition financing until 12 months following the
closing of the Replacement Financing transaction.

The Debtors will use the proceeds of the Replacement Financing to
repay the Existing DIP Facility and for working capital and other
general corporate purposes.

As of October 1, 2004, the balance outstanding on the Existing DIP
Facility is $382 million, including certain letter of credit
obligations.

The salient terms of the proposed Replacement Financing are:

Amount & Type
of Facility:    $500 million superpriority senior secured
                revolving credit facility

Maturity:       12 months from the closing date of the
                Replacement Financing

Availability
of DIP
Facility:       Subject to a borrowing base consisting of:

                -- 85% of eligible accounts receivable; and

                -- eligible inventory subject to various advance
                   rates as have been previously provided by
                   Citicorp to the Company.

Priority and
Liens:          Identical to the Existing DIP Facility

Adequate
Protection:     Identical to that provided with respect to the
                Existing DIP Facility

Interest Rates: LIBOR plus 2.25%, or Base Rate plus 1.25%

Commitment
Fees:           (1) letter of credit participation fee at a rate
                    equal to the interest rate margin applicable
                    to LIBOR Loans;

                (2) commitment fee of 0.50% per annum on unused
                    amounts;

                (3) letter of credit fronting fee of 0.125% per
                    annum on the face amount of each letter of
                    credit; and

                (4) letter of credit processing fees to be agreed
                    upon.

Financial
Covenants:      (A) The Debtors covenant with the Lenders to
                    restrict capital expenditures to:

                    $92,000,000 for the quarter ending Dec. 31,
                                2004; and

                    $82,000,000 for each of the fiscal quarters
                                ending March 31, June 30, and
                                September 30, 2005.

                    The unused portion of the amount of capital
                    expenditures permitted to be made in each
                    fiscal quarter may be carried forward to and
                    made during the immediately following two
                    fiscal quarters.  To the extent the amount of
                    capital expenditures actually made during the
                    fiscal quarter ending September 30, 2004,
                    does not exceed $92,000,000, the difference
                    between the amount and $92,000,000 may be
                    carried forward to and made during the fiscal
                    quarters ending December 31, 2004, and
                    March 31, 2005.

                (B) The Debtors covenant with the Lenders that
                    Consolidated EBITDA will not fall below
                    $590,000,000 and Domestic EBITDA will not
                    fall below $200,000,000, for each period of
                    four consecutive fiscal quarters ending
                    December 31, 2004, March 31, 2005, June 30,
                    2005, and September 30, 2005.

Non-refundable
Fees:           The Debtors will pay:

                * Upfront Fees: For the account of Citicorp
                  Global, an upfront fee equal to the greater of
                  (i) $_____[redacted] and (ii) the total amount
                  of the DIP Facility multiplied by a fraction,
                  the numerator of which is $_____[redacted] and
                  the denominator of which is $_____[redacted],
                  payable in full on the DIP Closing Date.  The
                  upfront fee will be credited dollar-for-dollar
                  against the payment of the upfront fee with
                  respect to the Exit Revolver Facility.

                * Administrative & Collateral Monitoring Fees:
                  For the account of Citicorp, and an
                  administrative fee of $_____[redacted] per
                  annum, and a collateral monitoring fee of
                  $_____[redacted] per annum, payable quarterly
                  in advance, computed from the DIP Closing Date
                  to the date of termination of the commitments
                  under the DIP Facility and the repayment in
                  full of all amounts outstanding.

Representations
and Warranties,
Covenants and
Events of
Default:        Substantially as stated in the Existing DIP
                Facility, with:

                (a) an additional basket of $30 million for asset
                    sales;

                (b) a further basket of $30 million for
                    investments; and

                (c) certain additional modifications from the
                    Existing DIP Facility.

Citigroup Global Markets, Inc., will serve as Sole Arranger and
Bookrunner with respect to the Replacement Facility.

Davis Polk & Wardwell rendered legal advice to Citicorp with
respect to the transaction.

The Debtors also seek the Court's permission to continue using
their cash collateral and provide adequate protection to the
prepetition lenders on terms substantially similar to those
previously approved by the Court.

The Debtors further seek permission to enter into hedge agreements
to manage their interest rate exposures and other risks.  
Obligations under the Hedging Agreement are secured obligations
under the Replacement Credit Documents.  The Debtors propose to
grant the Hedging Parties superiority liens and claims that are
pari passu with those granted to the Bank Lenders providing
Replacement Financing.  The Debtors will also grant liens to Bank
One, N.A., a lender under the Existing Facility, for certain
incidental overadvances.  Citicorp will have no liability to Bank
One.

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

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


FHC HEALTH: Moody's Junks $100M Sr. Secured Third Lien Term Loan
----------------------------------------------------------------
Moody's Investors Service assigned ratings of Caa1 for FHC Health
Systems, Inc.'s proposed Third Lien Term Loan.  Moody's also
affirmed a senior implied rating of B2 and a rating of B2 on the
company's existing Second Lien Loan.  In addition, Moody's
downgraded the senior unsecured issuer rating to Caa1, at the same
level as the Third Lien Term Loan.  Although the issuer rating is
effectively subordinated to the Third Lien Term Loan, Moody's
believes there is limited value to the security package supporting
the Third Lien Loan.  The senior unsecured rating is a
hypothetical rating that would be applied to any future issuance
of senior unsecured debt based on the company's existing capital
structure; currently, there is no outstanding unsecured debt.  The
outlook is stable.

The rating assignment reflects:

     (i) the company's high concentration of revenues among a few
         customer accounts, contract renewal risk,  

    (ii) a material near term decline in profitability for its
         federal contracts, and

   (iii) the moderately high financial leverage.

Factors somewhat mitigating these concerns include the company's
favorable historical performance and its demonstrated success in
retaining customers.  Additional factors supporting the ratings
include:

     (i) the company's leading market position as a national
         provider,

    (ii) favorable industry growth trends,

   (iii) an experienced management team,

    (iv) proven ability to manage leverage,

     (v) growth in free cash flow,

    (vi) lower cost of capital with the transaction, and

   (vii) improved operations.

New Rating Assigned:

   * $100 Million Senior Secured Third Lien Term Loan due 2010,
     rated Caa1

Ratings Affirmed:

   * Senior Implied Rating, rated B2

   * Senior Secured Second Lien Term Loan due 2009, rated B2

Ratings Downgraded:

   * Senior Unsecured Issuer Rating, rated Caa1

The outlook is stable.

In spite of the listed credit strengths, Moody's is concerned that
the potential loss of one or more major contracts may lead to
deterioration in the company's performance and credit metrics.
Given the short-term nature of many of the contracts, this will
remain an ongoing issue.

The stable outlook anticipates that the company will experience
mixed-to-slightly positive operating trends going forward, with
improving performance under its public health contracts, continued
high customer renewal rates (over 90%), new customer accounts and
cost savings resulting from its systems migration and process
improvements supporting profitability.

The outlook also considers the company's successful renewal of its
Arizona contract, and our expectation for the profitability of the
contract to return to historical levels through higher rates and
operating improvements.  If the company does perform in line with
our expectations, upward momentum for the rating outlook and the
ratings themselves may still be limited for the foreseeable
future, so long as the concentration of revenues and profits
remains a concern.

FHC is incurring a new Third Lien term loan to redeem its payment-
in-kind preferred equity and to exercise the company's right to
call the attached warrants.  The company has recently obtained a
guaranty of the company's Value Options, Inc. subsidiary for its
existing Senior Secured Facilities; its major contract, which
accounts for over 30% of revenues, however, will continue to be
excluded from this guaranty.  The existing and new bank debt will
benefit from limited guarantees from certain subsidiaries and will
be secured by certain assets of the company.

The Third Term loan, however, is rated two levels below the
company's senior term loans.  The lower rating reflects its junior
position on the debt capital structure, and Moody's expectations
for materially higher expected loss, under a distressed scenario,
relative to the existing term loan.  The ratings for the Second
Lien term loans, which are rated at the senior implied rating,
reflect the limitations of the collateral package and guarantee.

Following the issuance of the third lien loan and the retirement
of the preferred stock, the level of debt and leverage will
increase slightly.  However, leverage metrics will be good for the
rating category.  Over the next few years, the Free Cash Flow to
Debt coverage ratio is projected to rise and approach 10% as a
result of an anticipated increase in free cash flow and debt
retirement.  The projected expansion in free cash flow will occur
through leveraging its fixed expenses and improving its operating
margins, reducing its working capital requirements, and
stabilizing its capital expenditures needs.  

Currently, FHC has a reasonable amount of EBITDA cushion (which is
projected to expand over time) in meeting its financial covenants
of minimum interest coverage ratio (EBITDA/interest expense) and
the maximum Leverage ratio (Debt/EBITDA)

FHC Health Systems, Inc., headquartered in Norfolk, Virginia, is
one of the leading behavioral managed care providers in the U.S.,
with approximately 23 million covered lives.  The company's
managed care business provides services to the public sector,
employer groups, health plans and federal agencies.  Through its
subsidiary, Alternative Behavioral Services, FHC also provides
behavioral treatment programs.  For the fiscal year ended 2003,
the company had revenues of $1.32 billion.


FLINTKOTE CO.: Wants Until Dec. 23 to Make Lease-Related Decision
-----------------------------------------------------------------
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 time to decide whether to assume, assume and
assign, or reject the unexpired lease of its headquarters' office
space located in San Francisco, California.

The Debtors tell the Court that the premises in San Francisco is
their only office where they conduct their insurance recovery,
financial and corporate activities.

The headquarters lease will expire in August 2007.  At this point,
the Debtors are not prepared to assume the lease and obligate
their estates for the remaining four years of the lease term.  At
the same time, rejecting the lease will force the Debtors to
relocate.  This will entail additional expenses and disrupt the
Debtors' business operations.

The Debtors assure the Court that they are current on all
obligations under the lease and they intend to fulfill all future
lease obligations on a timely basis throughout the duration of
their chapter 11 cases.

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.


FORT HILL: IP Company Wants Exclusive Period Terminated
-------------------------------------------------------
IP Company, LLC, the largest secured creditor of Fort Hill Square
Associates and its debtor-affiliate, asks the U.S. Bankruptcy
Court for the District of Massachusetts, Eastern Division, to
terminate the Debtors' exclusive period to file and seek
confirmation of a chapter 11 plan.

IP Company believes that the only way for these cases to reach an
expeditious and successful resolution is for the Court to permit
other parties to submit an alternative plan of reorganization.

In September, Chiofaro -- a minority partner of the Debtors --
filed a plan of reorganization.  IP Company doesn't think
Chiofaro's Plan is viable or confirmable because it exposes the
Debtors to $2 million in breakup fees and would reduce the
ownership interests of the Debtors' majority partner -- Hillman --
from 60 percent to 10 percent.

The Debtors' majority partner, controlled by the Hillman entities,
supports IP's motion to terminate exclusivity.  Hillman agrees
with IP that Chiofaro's Plan won't ever make it to confirmation.

IP Company reminds the Court that since Chiofaro is a minority
partner in these proceedings, it can't outweigh the interests of
the majority equity holder, the unsecured creditors and the
secured creditor.  IP Company stresses that legitimate interests
will only be served by terminating exclusivity.

Headquartered in Boston, Massachusetts, Fort Hill Square
Associates, manages and develops One International Place that
consists of two separate but interconnected office towers
consisting of over 1.8 million square feet.  The Company filed for
chapter 11 protection on May 7, 2004 (Bankr. Mass. Case No.
04-13855).  Alex M. Rodolakis, Esq., at Hanify & King represents
the Debtors in their restructuring efforts.  When the Company
filed for protection from their creditors, they listed both
estimated assets and debts of over $100 million.


FORT HILL: Wants Two Creditors Banned from Voting
-------------------------------------------------
Fort Hill Square Associates and its debtor-affiliate want the U.S.
Bankruptcy Court for the District of Massachusetts, Eastern
Division, to disqualify IP Company, LLC, and Boston Funding, LLC
-- both affiliates of Tishman Speyer -- from exercising their
rights to vote for or against the Debtors' Plan of Reorganization.

The Debtors assert that these two creditors acquired claims in bad
faith.  The Debtors allege that these creditors have been acting
in concert for the purpose of seizing control of the Debtors'
assets and it's that kind of improper behavior that should cause
their claims to be designated under 11 U.S.C. Sec. 1126(e).

According to Fort Hill, IP Company and Boston Funding have engaged
in a course of conduct directed at undermining the Debtors'
reorganization efforts.  These moves include:

         * puchasing claims solely for the purpose of defeating
           the Plan;

         * direct contact with unsecured creditors violating a
           Court Order issued in July;

         * offering inducements to other creditors to obtain
           their support; and

         * engaging in a campaign of misinformation.

The Debtors charge that these two creditors want to obtain a
dominant position in the financial district of the City of Boston
by controlling two of the premier locations in Fort Hill Square
which are already managed by Tishman Speyer.  The Debtors want the
Court to halt their hostile attempt to seize ownership and control
of the estates' assets.  

Headquartered in Boston, Massachusetts, Fort Hill Square
Associates, manages and develops One International Place that
consists of two separate but interconnected office towers
consisting of over 1.8 million square feet.  The Company filed for
chapter 11 protection on May 7, 2004 (Bankr. Mass. Case No.
04-13855).  Alex M. Rodolakis, Esq., at Hanify & King, represents
the Debtors in their restructuring efforts.  When the Company
filed for protection from their creditors, they listed both
estimated assets and debts of over $100 million.


FRIEDMAN'S INC: Elects Peter Thorner to Board of Directors
----------------------------------------------------------
Friedman's Inc. (OTC non-BB: FRDM.PK), the value leader in fine
jewelry retailing, said Peter Thorner has been elected as a new
independent director of the Company. Mr. Thorner will fill an
existing vacancy on the Board and will be designated as a Class B
director. Mr. Thorner is the former Chairman and CEO of Bradlees
Stores, a discount retailer.

Allan Edwards, Chairman of the Board of Friedman's, said, "We are
delighted that Peter is joining the Board and expect that his
background in the retail sector and his experience in financial
matters will be a tremendous resource to the Board as Friedman's
continues to move forward with its restructuring efforts."

                        About Friedman's

Founded in 1920, Friedman's Inc. is a leading specialty retailer
based in Savannah, Georgia. The Company is the leading operator of
fine jewelry stores located in power strip centers and regional
malls. For more information, go to: http://www.friedmans.com/

Last month, Friedman's completed the restructuring of its senior
secured credit facility.  The new facility consists of a senior
revolving loan of up to $67.5 million (maturing in 2006) and a
$67.5 million junior term loan (maturing in 2007).  Friedman's
issued some warrants to Farallon Capital Management, L.L.C., in
connection with that transaction.  

Friedman's also entered into a secured trade credit program
providing security to vendors.  Part of the deal allows Friedman's
to stretch payment of invoices past due in July 2004 through 2005.

The company's most recently published balance sheet -- dated  
June 28, 2003 -- shows $496 million in assets and $190 million in  
liabilities. The Company explains that its year-end closing  
process was delayed because of an investigation by the Department  
of Justice, a related informal inquiry by the Securities and  
Exchange Commission, and its Audit Committee's investigation into  
allegations asserted in a August 13, 2003, lawsuit filed by  
Capital Factors Inc., a former factor of Cosmopolitan Gem  
Corporation, a former vendor of Friedman's, as well as other  
matters. Ernst & Young has been working on a restatement of the  
company's financials. The company's signaled that a 17% or  
greater increase to allowances for accounts receivable can be  
expected.


FRONTIER OIL: Negotiating to Begin Caribbean Sector Exploration
---------------------------------------------------------------
Frontier Oil and Gas (Other OTC:FOGL.PK) began negotiations for
exploration of oil and gas located in the Caribbean. Frontier is
currently negotiating with a Caribbean joint venture partner in
order to provide its services as an Oil and Gas Member Group of
Exus Global Inc. (OTC BB:EXGO.OB).

Frontier believes that through its agreements with Geoscanex --
Nevada Holding Group (Other OTC:NVHG.PK - News), and Exus Global
Inc., Frontier Oil and Gas may be able to win significant
opportunities and confirm the commercial viability of oil located
in the Caribbean.

"We are very excited that Frontier Oil and Gas may be able to
demonstrate GeoScanex's technology and processes," stated Mr.
Mancini of Frontier Oil and Gas.

                     About Exus Global, Inc.

Exus Global is a publicly traded Business Development Company
(BDC) located in New York City. The company has initiated a
strategy to create value for shareholders by investing in emerging
companies that are positioned for strong industry growth or that
have business models with strong cash flow potential. In addition
to initial financing, Exus provides its portfolio companies with a
variety of services including managerial and administrative
assistance, back office support, pre-IPO and public listing
planning, public relations and investor relations, marketing and
feasibility studies and identification of strategic or financial
partners. For more information see http://www.exusglobal.com/

                   About Nevada Holdings, Inc.

The Institute of Geoinformational Analysis of the Earth. For more
information on the institute see their web site
http://www.geoscanex.com/

                        About the Company

Frontier operates a 110,000 barrel-per-day refinery located in El
Dorado, Kansas, and a 46,000 barrel-per-day refinery located in
Cheyenne, Wyoming, and markets its refined products principally
along the eastern slope of the Rocky Mountains and in other
neighboring plains states. Information about the Company may be
found on its web site http://www.frontieroil.com/

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 23, 2004,
Moody's upgraded Frontier Oil Corporation's Senior Implied Rating  
from B1 to Ba3 and assigned a B1 rating to its new $150 million of  
6.625% senior unsecured guaranteed notes due 2011, with a stable  
rating outlook.  Moody's also upgraded Frontier Oil's senior  
unsecured issuer rating (a notional non-guaranteed parent issuer  
rating) from B2 to B1 and Frontier Oil's remaining $170 million of  
non-guaranteed 11.75% senior unsecured notes from B2 to B1.  

Note proceeds will fund the majority of Frontier Oil's pending  
call and retirement of the 11.75% notes (expected to cost roughly  
$180 million), with $35 million of Frontier Oil's $88 million in  
June 30, 2004 cash balances funding the rest of the tender cost.

The one-notch upgrade in the senior implied rating reflects:  

   * the impact of a continued disciplined approach to evaluating  
     acquisition candidates;  

   * a supportive margin environment driven by supportive regional  
     crack spreads and by amply wide crude oil quality price  
     differentials;  

   * cash balances to provide back-up internal funding for heavy  
     2005 and 2006 capital spending; and  

   * moderate leverage to bridge margin down-cycles and support  
     revolver borrowings in such an environment in needed to  
     support an escalated capital program and high inventory  
     investment driven by high oil costs.


HANOVER COMPRESSOR: S&P Affirms 'BB-' Corporate Credit Rating  
-------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'BB-' corporate
credit rating on natural gas compression equipment provider
Hanover Compressor Co. and revised its outlook on the company to
stable from negative.

Houston, Texas-based Hanover has about $1.8 billion of debt as of
June 30, 2004.

The outlook revision to stable reflects Standard & Poor's
expectation that improving industry fundamentals and management's
firm commitment to reduce its debt leverage will result in
improved credit quality.

The outlook revision is predicated on these factors:

   -- Falling leverage.

      While Standard & Poor's remains concerned about Hanover's
      debt burden, the company has specified a plan to reduce debt
      through the application of free operating cash flow, which
      includes tailoring its capital-spending program to allow for
      roughly $180 million ($60 million per year with this year's
      target already achieved) of debt reduction through 2006.  
      Moreover, the magnitude and pace of debt reduction likely
      will increase as Hanover intends to use a portion of noncore
      asset sale proceeds to further reduce debt.

   -- No more distractions.

      During the past two years, Hanover has been taking important
      steps to improve its credibility, including replacing senior
      managers with new employees that are focused on reducing
      costs, lowering debt, and disposing of noncore business
      segments.  With the resolution of the SEC investigation and
      shareholder lawsuit, the company is now better able to focus
      on its core operations.

   -- Improving fundamentals.
      
      Demand for compression equipment and services is slowly
      turning favorable (business reached a trough in 2002), as
      evidenced by increasing utilization rates and modest price
      increases.  As of June 30, 2004, Hanover's utilization rate
      was 83%, versus 78% as of Dec. 31, 2002.

"The stable outlook reflects Standard & Poor's expectation that
Hanover will manage its growth initiatives in a manner that
enables the company to adhere to its debt reduction strategy and
that Hanover will maintain its improved liquidity position," said
Standard & Poor's credit analyst Steven K. Nocar.  "At this time,
the company's pace of debt reduction will not be sufficiently
rapid for Standard & Poor's to consider ratings upgrades for at
least two years," he continued.  However, no catalyst for a
ratings downgrade is visible.  Hanover's outlook or ratings could
be negatively revised if Hanover resumes pursuing growth at the
expense of its debt reduction goal ($60 million per year),
although in Standard & Poor's view, this is unlikely.


HEDSTROM CORP: Case Summary & 31 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Hedstrom Corporation
        3436 North Kennicott
        Arlington Heights, Illinois 60004

Bankruptcy Case No.: 04-38543

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      ERO, Inc.                                  04-38546
      ERO Industries, Inc.                       04-38550
      ERO Canada, Inc.                           04-38553
      Priss Prints, Inc.                         04-38555

Type of Business:  The Hedstrom Companies manufacture and market
                   well-established children's leisure, outdoor
                   recreation and home decor products, including
                   outdoor gym sets, spring horses, trampolines,
                   skating equipment (through Backyard Products
                   Unlimited, currently in a Canadian receivership
                   proceeding); play balls (through non-debtor BBS
                   Industries, Inc., and accounting for 25% of
                   Hedstrom's total sales); and arts and crafts
                   kits, game tables, indoor sleeping bags, play
                   tents and wall decorations (through ERO
                   Industries, and accounting for 16% of
                   Hedstrom's total sales).  See
                   http://www.hedstrom.com/

Chapter 11 Petition Date: October 18, 2004

Court: Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Allen J. Guon, Esq.
                  Steven B. Towbin, Esq.
                  Shaw Gussis Fishman Glantz Wolfson & Tow
                  321 North Clark Street, Suite 800
                  Chicago, Illinois 60610
                  Tel: (312) 541-0151
                  Fax: (312) 980-3888

                            Total Assets       Total Debts
                            ------------       -----------
Hedstrom Corporation       $10M to $50M     More than $100M
ERO, Inc.                  $10M to $50M     More than $100M
ERO Industries, Inc.       $10M to $50M     More than $100M
ERO Canada, Inc.           $500,000 to $1M  $100,000 to $500,000
Priss Prints, Inc.         $1M to $10M      $1M to $10M

Consolidated list of Debtor's 31 largest unsecured creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Credit Suisse First Boston    Loan                  $113,000,000
Accounting Department
Attn:  S. Viskovic
11 Madison Avenue, 9th Floor
New York, New York 10010

Jia Chao International        Trade                     $952,507
Company Limited
Attn: Tom Hugar
No. 75 Changh-Hsing Street
Changhua, Taiwan 500 R.O.C.

Disney Enterprise, Inc.       Licensing Royalties       $752,079
500 South Buena Vista Street
Los Angeles, California 91521

Macsteel Service Centers USA  Trade                     $647,695
Attn: Phyllis Ward
555 State Road
Bensalem, Pennsylvania 19020

P3 International Limited      Trade                     $592,719
Attn: Bill Gordon
33 Canton Road, Suite 1809B
Tower 1, Tsimshatsui
Kowloon, Hong Kong, China

Sivaco Inc.                   Trade                     $426,349
Attn: Betty
800 Rue Ouellette, Marieville
Quebec J3M 1P5, Canada

Tri-State Far East Corp       Trade                     $391,441
16th Floor, TAL Building
49 Austin Road, Kowloon
Hong Kong, China

Ten Cate Nicolon              Trade                     $362,326
365 South Holland Drive
Pendergrass, Georgia 30567

Silverplay (H.K.) Ltd.        Trade                     $331,941
6th Floor, No. 45, Lane 76
Ruei Guang Road, 114 Neihu
Taipe, Taiwan R.O.C.

Highmark Blue Shield          Insurance                 $308,654
Attn: Jenny Walter
120 Fifth Avenue, Suite 1033
Pittsburgh, Pennsylvania 15222

Michael J. Johnston           Separation Agreement      $266,218
516 South Beverly Lane
Arlington Heights, IL 60005

GRI                           Trade                     $263,412
4th Floor Grandmark Centre
10 Granville Road
Tsimshatsui, Kowloon
Hong Kong, China

Spider-Man Merchandising LP   Licensing Royalties       $249,096

Packaging Specialists Inc.    Trade                     $239,112

Olympic Steel Inc.            Trade                     $238,364

Industrial Steel & Fastener   Trade                     $233,907

Glen Raven Knit Fabrics       Trade                     $226,114

Frederick Contino             Separation Agreement      $206,090

Graphcom Inc.                 Trade                     $192,487

Titan Steel Corporation       Trade                     $190,139

R.B. Industries, Inc.         Trade                     $187,711

MPI Label Systems             Trade                     $181,168

Fedex Ground, Inc.            Trade                     $178,969

Cesari & McKenna              Legal Services            $176,367

Industrial Thermo Polymers    Trade                     $175,991
Limited

Innovative Toys (Suzhou)      Trade                     $160,956
Company Limited

Kenneth J. Giacomino          Trade                     $148,846

Equistar Chemicals, LP        Trade                     $147,334

Silverplay (H.K.) Ltd.        Trade                     $140,834

Kogee Industry Company, Ltd.  Trade                     $128,820

Brady Communications          Trade                     $125,366


HIGH VOLTAGE: Reorganized Co. Amends Credit Agreement with Lenders
------------------------------------------------------------------
High Voltage Engineering Corporation, a leading provider of
industrial power control and power quality solutions to industrial
markets, said its lending group, and the lender's administrative
agent Royal Bank of Canada, agreed to amend the terms of HVE's
credit agreement to extend the dates by which HVE must deliver
certain financial information and documentation needed to enable
the lenders to perfect their security interest in specified assets
of HVE. In connection with the execution of the amendment, HVE has
agreed to pay the lenders a one-time fee equal to $112,500.

Joseph W. McHugh, Jr., HVE's Chief Financial Officer said: "The
amendment to the credit agreement is a significant show of support
by our lenders, and demonstrates their commitment to HVE. By
obtaining additional time to deliver the information required by
the credit agreement, HVE can more easily balance its focus
between operating the company and satisfying its obligations to
its lenders." Mr. McHugh continued, "With this Quarterly Report,
HVE has demonstrated that its reorganization efforts have begun to
stabilize the company's operations and improve its efficiencies
and overall performance. The company has delivered a solid
quarterly performance, growing the business, in terms of both
revenues and customers."

Headquartered in Wakefield, Massachusetts, High Voltage
Engineering Corp., designs and manufactures technology-based
products in three segments: power conversion technology and
automation, advanced surface analysis instruments and services,
and monitoring instrumentation and control systems for heavy
machinery and vehicles. The Company filed for chapter
11protection on March 1, 2004 (Bankr. Mass. Case No. 04-11586).
The Company was represented by Fried, Frank, Harris, Shriver, &
Jacobson LLP, Goulston & Storrs, P.C., and Evercore Restructuring
L.P. When the Company filed for protection from its creditors, it
listed estimated debts and assets of more than $100 million.  

The Company's Third Amended Joint Chapter 11 Plan of
Reorganization was confirmed by the U.S. Bankruptcy Court for the
District of Massachusetts on July 21, 2004, allowing the Company
to emerge only 163 days after it commenced its chapter 11
case.


HUFFY CORP: Files for Chapter 11 Protection in S.D. Ohio
--------------------------------------------------------
HUFFY CORPORATION (OTC: HUFC) and all of its United States and
Canadian subsidiaries have filed voluntary petitions for
protection under Chapter 11 of the United States Bankruptcy Code
in the United States Bankruptcy Court for the Southern District of
Ohio.

Concurrent with the filing, the Company said that, subject to
Court approval, it has received a commitment for $50 million in
debtor-in-possession financing from Congress Financial Corporation
to fund post-petition operating expenses, supplier and employee
obligations.

"We regret the negative impact yesterday's actions will have on
some of our constituencies, but after considering a broad range of
alternatives, it was clear to the Board of Directors that this
course of action is in the best interests of the Company and its
many stakeholders. Our suppliers have agreed to support Huffy in
this process by continuing to ship product for the holiday season
and to provide trade terms post filing. Given such support we are
confident that Huffy can meet its commitments to customers for the
coming holiday season and through 2005.  We are focused on
restructuring our operations around our bicycle and golf product
lines, and I am confident that Huffy will emerge as a stronger and
more competitive organization, well-positioned to succeed," stated
John A. "Jay" Muskovich, Chief Executive Officer and President.

The Company indicated that it expects day-to-day operations to
continue as usual during the reorganization and that management
has sought authority from the Bankruptcy Court to pay vendors,
suppliers and other business partners under normal terms for goods
and services they provide during the reorganization process and to
pay its employees in the usual manner. The Company expects that
employee medical, dental, life insurance, and other employee
benefits will continue without disruption.

Huffy cited liquidity issues, significant operating losses
associated with portions of its former Canadian operations,
increasing public company costs, and mounting legacy costs
associated with discontinued operations dating back to the 1950's,
as major factors in its decision to seek protection of the
Bankruptcy Court.

Headquartered in Miamisburg, Ohio, designs and supplies wheeled                 
and related products, including bicycles, scooters and tricycles.  
The Company and its debtor-affiliates filed for chapter 11
protection on Oct. 20, 2004 (Bankr. S.D. Ohio Case No. 04-39148).  
Donald W. Mallory, Esq., at Dinsmore & Shohl LLP, represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $138,700,000 in
total assets and $161,200,000 in total debts.


HUFFY CORPORATION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Huffy Corporation
             aka Huffy Bicycle Company
             aka Huffy Sports Company
             225 Byers Road
             Miamisburg, Ohio 45342

Bankruptcy Case No.: 04-39148

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Huffy Risk Management                      04-39149
      Hufco-Ohio, Inc.                           04-39150
      HCAC, Inc.                                 04-39151
      Hufco-Delaware Company                     04-39152
      Huffy Sports, Inc.                         04-39153
      American Sports Design Company             04-39154
      Huffy Sports Washington, Inc.              04-39155
      Hufco-Georgia I, Inc.                      04-39156
      Lamar Snowboards Inc.                      04-39157
      Hufco-New Brunswick, Inc.                  04-39158
      Hufco-Georgia II, Inc.                     04-39159
      Huffy Sports Outlet, Inc.                  04-39160
      Huffy Sports Delaware, Inc.                04-39161
      Huffy Sports Canada, Inc.                  04-39162
      Lehigh Avenue Property Holdings, Inc.      04-39163
      First Team Sports, Inc.                    04-39164
      Tommy Armour Golf Company                  04-39165
      HUF Canada , Inc.                          04-39166
      Hespeler Hockey Holding, Inc.              04-39167

Type of Business: The Debtor designs and supplies wheeled
                  and related products, including bicycles,
                  scooters and tricycles.
                  See http://www.huffy.com/

Chapter 11 Petition Date: October 20, 2004

Court: Southern District of Ohio (Dayton)

Judge: Lawrence S. Walter

Debtors' Counsel: Donald W. Mallory, Esq.
                  Dinsmore & Shohl LLP
                  1900 Chemed Center
                  255 East Fifth Street
                  Cincinnati, OH 45202
                  Tel: 513-977-8161
                  Fax: 513-977-8141

Total Assets: $138,700,000

Total Debts:  $161,200,000

Debtors' 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Shenzhen Bo An Bike Co.       Trade Payable          $16,652,807
Ltd. (H146)
Kenny Chou
Bo Gang Country
Sha Jing Town
Shenzhen, 518104 China

Bailey Cycle Service Ltd.     Trade Payable           $6,159,616
17f Sankei Tower 56-57 Yee
Wo Street
Causeway Bay, Hong Kong
Hong Kong, Taiwan

Ramiko Company, Ltd. (H120)   Trade Payable           $5,443,973
Room C, 4th Floor
No. 148 Sung Chiang Rd
Taipei, Roc Taiwan

Oyama Bicycles (Taichang)     Trade Payable           $3,846,188
Co., Ltd.
c/o Lanpac, Inc.
668 Inspration Lane
Escondido, Ca 92025

Zhejiang Crown King           Trade Payable           $3,537,988
Bicycle Co.
No. 67 Jianshe Second Road
Xioshang Economic &
Technical Development Zone
Xiaoshan, China

Luxl International Inc.       Trade Payable           $3,400,515
20, Luxi Road, Lujia Town,
Jiangsu Province, P.R. China
Kunshan City, 215331 China

Shanghai Phoenix Ltd. (H106)  Trade Payable           $2,793,464
168 Gao Yang Road
Shanghai, 200080 China

Kenton Bicycle Holding        Trade Payable           $2,738,572
Factory (H129)
1 Fl. No. 3 Alley 2, Lane 345
Sec. 2
Chung Shan Road
Tai Ping Hsiang
Taichung Hsien, Roc Taiwan

Top Image (Boan) (Taiwan)     Trade Payable           $2,155,347
7f-1, No. 626, Chung Mei St.
Taichung, Taiwan

(Harley) Kenton Bicycle       Trade Payable           $1,517,146
1 Fl. No. 3 Alley 2, Lane 345
Sec. 2
Chung Shan Road
Tai Ping Hsiang
Taichung Hsien, Roc Taiwan

Dragon Bicycles Vietnam       Trade Payable           $1,337,366
Co., Ltd.
Vietnam

Far Great Plastics            Trade Payable           $1,318,221
Shanghai Atem Rubber &
Plast. Ind.
277 Hu Xing Rd. Qi Bao Town
Min Hang District
Shanghai, China

Clubik (J Ann J)              Trade Payable           $1,132,608
Jermany Company, Ltd.
2f 422 Ta-Tun Nantwen District
Taichung, Taiwan

Shaw, Phoebe                  Deferred Compensation     $966,496
878 Freeling Drive
Sarasota, FL 34242

Molen, Richard L.             Deferred Compensation     $885,574
1440 Country Wood Drive
Dayton, OH 45440

Wieland, Sara                 Deferred Compensation     $521,556
773 Stanbridge Dr.
Dayton, OH 45429

Vanderkam John                Deferred Compensation     $369,303
2849 Bandera Hwy
Kerrville, TX 78028

Jefferson Wells Int'l.        Trade Payable             $265,011
Box 68-4031
Milwaukee, WI 53268-4031

Clubik 2 Jermany Company,     Trade Payable             $202,938
Ltd.

Perkins Coie                  Trade Payable             $144,602


IGAMES ENTERTAINMENT: Completes Merger & Changes Trading Symbol
---------------------------------------------------------------
iGames Entertainment, Inc. (OTC Bulletin Board: IGME) and Money
Centers of America (OTC Bulletin Board: MCAM) completed the
previously announced recapitalization merger of iGames with Money
Centers of America, Inc., previously its wholly owned subsidiary.
Money Centers' common stock will trade under the symbol "MCAM."

On Oct. 15, 2004, iGames merged with and into Money Centers
pursuant to an Aug. 10, 2004, Agreement and Plan of Merger. The
principal effects of the merger were to eliminate the redemption
right of iGames' Series A Preferred Stock, convert each share of
iGames Series A Preferred Stock into 11.5 shares of Money Centers
common stock and convert each share of iGames common stock into
one share of Money Centers common stock. Options and warrants to
purchase iGames' common stock, other than warrants issued in
iGames' acquisition of Money Centers, will be deemed options and
warrants to purchase the same number of shares of Money Centers
common stock. Warrants issued in the acquisition of Money Centers
will be exchanged for 1.15 shares of Money Centers' common stock
for each share of common stock purchasable thereunder.

In addition, the fiscal year of the combined companies will shift
from March 31 to December 31.

Completion of the recapitalization is the first step in Money
Centers' plan to restructure its balance sheet. As previously
announced, Money Centers has retained Prospect Financial Advisors
to assist in this process, which is expected to include
refinancing of some or all of Money Centers' outstanding debt as
well as evaluating other opportunities.

Money Centers has succeeded to iGames' registration under the
Securities Exchange Act of 1934, and will file periodic reports
under that Act. Such reports and other information may be viewed
at the Commission's public information room located at 450 Fifth
Street, N.W., Washington D.C. 20549. The Commission also maintains
a website at http://www.sec.gov/which provides online access to  
reports, proxy and information statements and other information
regarding registrants that file with the Commission.

"The completion of our reorganization will now allow management to
focus completely on the business of Money Centers of America --
being an industry leader in providing cash access services and
transaction management systems to the gaming industry," said
Christopher Wolfington, Chairman and CEO of Money Centers. Mr.
Wolfington also stated: "The dynamics of our industry are changing
rapidly, presenting an opportunity that we are well positioned to
capitalize on and grow shareholder value. With the reorganization
behind us, we look forward now to reworking our financing to
strengthen our balance sheet and reduce interest expense,
affording us a strong base to pursue the growth opportunities in
front of us."

                       About Money Centers
       
Money Centers of America, Inc. provides cash access and
transaction management systems for the gaming industry, focusing
on specialty transactions in the cash access segment of the funds
transfer industry. For a complete corporate profile on Money
Centers, please visit Money Centers' corporate website at
http://www.moneycenters.com. Safe Harbor Notice: Certain matters  
discussed in this news release are forward-looking statements, as
defined in the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements are subject to a number of known
and unknown risks and uncertainties including, but not limited to,
statements concerning Money Centers' ability to maintain its
contractual relationships with casinos and other risks detailed
from time to time in Money Centers' filings with the Securities
and Exchange Commission. Actual results may differ materially from
those expressed in any forward-looking statements made by or on
behalf of Money Centers of America, Inc.

                          About iGames

iGames Entertainment, Inc. develops, manufactures and markets
technology-based products for the gaming industry. The Company's
growth strategy is to become the innovator in cash access and
financial management systems for the gaming industry. The business
model is specifically focused on specialty transactions in the
cash access segment of the funds transfer industry. For a complete
corporate profile on iGames Entertainment Inc., please visit the
Company's corporate Web site at
http://www.igamesentertainment.com/  

                          *     *     *

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

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

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

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

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

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


INTERMET CORP: Court OKs $20MM Interim Funding Under DIP Facility
-----------------------------------------------------------------
The U.S. Bankruptcy Court of the Eastern District of Michigan
entered an order giving INTERMET Corporation (Pink Sheets: INMTQ)
approval to borrow up to $20 million under the $60 million debtor-
in-possession (DIP) credit facility that Deutsche Bank Trust
Company Americas and The Bank of Nova Scotia have committed to
provide to the company.

The court's order approved the material terms and conditions of
the financing that have been negotiated by INTERMET and the
lenders. The order also approved the placement of a lien on
substantially all of INTERMET's assets having priority over the
liens of the company's pre-petition lenders. INTERMET's borrowing
of the $20 million is subject to a budget that will be agreed to
by the company and the DIP lenders as part of a DIP credit
agreement to be executed.

The $20 million interim funding will be available to INTERMET
following the execution of the DIP facility documents, including a
credit agreement, which the company expects will occur this week.
The remaining $40 million of availability under the DIP facility
is subject to additional conditions and limitations, including
approval by the DIP lenders of an updated budget and financial
projections prepared by INTERMET, final approval by the court and
other customary conditions.

Headquartered in Troy, Michigan, Intermet Corporation --
http://www.intermet.com/-- provides machining and tooling  
services for the automotive and industrial markets specializing in
the design and manufacture of highly engineered, cast automotive
components for the global light truck, passenger car, light
vehicle and heavy-duty vehicle markets. Intermet, along with its
debtor-affiliates, filed for chapter 11 protection on Sept. 29,
2004 (Bankr. E.D. Mich. Case Nos. 04-67597 through 04-67614).
Salvatore A. Barbatano, Esq., at Foley & Lardner LLP, represents
the Debtors. When the Debtors filed for protection from their
creditors, they listed $735,821,000 in total assets and
$592,816,000 in total debts.


INTERSTATE BAKERIES: Trustee Adds 3 Creditors' Committee Members
----------------------------------------------------------------
Charles E. Rendlen, III, the United States Trustee for Region 13,
adds three more members to the Official Committee of Unsecured
Creditors in Interstate Bakeries Corporation's Chapter 11 cases.  
The three new members are C P Management LLC, Bakery, the
Confectionery, Tobacco Workers & Grain Miller's International
Union, and Bartlett Milling Company.

Cereal Food Processors, Inc., has resigned from the Committee.

The Committee now consists of:

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

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

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

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

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

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

    (7) C P Management, LLC
        1829 Reisterstown Road, Suite 420
        Baltimore, MD 21208
        Telephone: 410-602-0195
        Telecopier: 410-602-0391
        e-mail: research@chespartners.com
        Contact: Bryan Long

    (8) Bakery, Confectionery, Tobacco Workers &
        Grain Miller's International Union
        10401 Connecticut Avenue
        Kensington, MD 20895-3961
        Telephone: 301-933-8600
        Telecopier: 301-933-7618
        e-mail: mfreer@bctgm.org
        Contact: Frank Hurt

    (9) Bartlett Milling Company
        4800 Main Street
        Kansas City, MO 64112
        Telephone: 816-753-6300
        Telecopier: 816-931-3404
        e-mail: rgeiger@bartlettmilling.com
        Contact: Roderick J. Geiger

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.  The Company and seven of
its debtor-affiliates filed for chapter 11 protection on September
22, 2004 (Bankr. W.D. Mo. Case No. 04-45814).  J. Eric Ivester,
Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, represent the Debtors in their restructuring efforts.  
When the Debtors filed for protection from their creditors, they
listed $1,626,425,000 in total assets and $1,321,713,000
(excluding the $100,000,000 issue of 6.0% senior subordinated
convertible notes due August 15, 2014 on August 12, 2004) in total
debts.  (Interstate Bakeries Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


JAZZ GOLF: Expects to Receive $1 Million from Private Placement
---------------------------------------------------------------
The Directors of Jazz Golf Equipment Inc. announce a new common
share issue through a private placement at a price of $0.08 per
share. The main shareholder, ENSIS Growth Fund Inc. and the
Directors and Officers of the Corporation have committed to
participate in the private placement which is expected to result
in gross proceeds of approximately $1,000,000. The funds will be
used to finance the Company's growth plan for the year ending
Aug. 31, 2005.

As part of the private placement the Corporation received $500,000
from ENSIS pursuant to a two-year loan, convertible to common
shares at a price of $0.08 per share. The loan bears interest at
the same rate as ENSIS' current loan to Jazz. ENSIS has agreed to
convert the loan into common shares on a matching basis. An
additional investment of approximately $250,000 has been committed
to the private placement by the Directors and Officers of the
Corporation. The remaining balance of $250,000 is expected to be
raised from existing shareholders and other qualifying investors.
Additional details regarding the private placement will be
announced as they are finalized.

The transaction with ENSIS is a related party transaction that is
exempt from the requirements of TSX Venture Policy 5.9 pursuant to
sections 5.6(8) and 5.8(5) of OSC Rule 61-501.

Jazz Golf Equipment Inc. manufactures and distributes, primarily
in Canada, high quality golf clubs and accessories.

As of May 31, 2004, the stockholder deficit widened to $6,649,696,
from a deficit of $5,775,998 at May 31, 2003.


JOHN Q. HAMMONS: Moody's Reviewing Low-B Ratings & May Downgrade
----------------------------------------------------------------
Moody's Investors Service placed the rating of John Q. Hammons
Hotels, L.P., on review for possible downgrade:

   * Senior implied rated B2

   * Senior unsecured issuer rating rated B3

   * US$510 million 8.875% first mortgage notes, due May 15, 2012,
     rated B2

The rating action was prompted by the recent announcement that
Barcelo Crestline Corporation (Barcelo) has made an offer to
acquire all of the Class A common stock of John Q. Hammons Hotels,
Inc., for $13 per share or approximately $63.5 million.  Barcelo
also announced that it reached an agreement with Mr. John Q.
Hammons, the majority shareholder of John Q. Hammons Hotels, Inc.
and John Q. Hammons Hotels, L.P., in which Mr. Hammons will
exchange all of his ownership interests in John Q. Hammons Hotels,
Inc. and John Q. Hammons Hotels, L.P., for a preferred ownership
interest in Barcelo.  It is Moody's understanding that the Board
of Directors of John Q. Hammons Hotels, Inc. is currently
evaluating the proposed acquisition offer.

Mr. Hammons and his affiliates directly, or indirectly, own
269,100 Class A common shares of John Q. Hammons Hotels, Inc. and
294,000 Class B shares of John Q. Hammons Hotels, L.P., which in
aggregate result in an effective ownership of 76% of the combined
equity interests in John Q Hammons Hotels, Inc. and John Q Hammons
Hotels, L.P., and 77% of the voting power of John Q. Hammons
Hotels, Inc.

Moody's review will focus on the ultimate decision of the Board of
Directors of John Q. Hammons Hotels, Inc. in regards to the
proposed acquisition, in addition to the progress and consummation
of the proposed acquisition, as well as the ultimate capital
structure, and the rating on the 8.875% first mortgage notes.

The 8.875% first mortgage notes are secured by a first mortgage
lien on 30 hotels.  Additionally, under the partnership agreement
governing John Q. Hammons, Hotels, L.P., Mr. Hammons, the limited
partner, has agreed to contribute up to $195 million to the
partnership in the event that proceeds from the sale of collateral
are not enough to satisfy the new first mortgage note obligations.
The notes also have a change of control provision as outlined in
the note indenture at 101% of principle, plus accrued and unpaid
interest and liquidated damages.

John Q. Hammons Hotels, L.P., based in Springfield, Missouri,
owns, develops and manages hotels under the Embassy Suites,
Marriott and Holiday Inn brand names.


KRATON POLYMERS: Weak Performance Cues S&P to Pare Rating to 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Kraton
Polymers LLC because of continued weak profitability, which
resulted from elevated raw-material costs and forestalled Kraton's
efforts to restore its financial profile.  The corporate credit
was lowered to 'B+' from 'BB-'.

At the same time, Standard & Poor's assigned its 'B+' corporate
credit rating to Polymer Holdings LLC, the parent of Kraton
Polymers.  Standard & Poor's also assigned a 'B-' rating to
Polymer Holdings' proposed $90 million senior discount notes due
2014, subject to preliminary terms and conditions.  Net proceeds
will be used to repay senior debt and place cash on the balance
sheet at the operating company.  The rating on the proposed senior
discount notes is two notches below the corporate credit rating to
reflect the noteholders' structural subordination to Kraton
Polymers' existing creditors in the event of a default.  The
outlook is negative.

Houston, Texas-based Kraton Polymers is a leading producer of
styrenic block polymers -- SBCs -- with $690 million in annual
sales and over $550 million in debt outstanding.

"The downgrade reflects the deterioration in operating results due
to the sharp increase in the cost of styrene and butadiene and the
inability to pass on price increases in a timely manner," said
Standard & Poor's credit analyst George Williams.

The raw material price pressure weakened Kraton's cash flow
generation and stretched the financial profile beyond acceptable
levels at the prior ratings.

The ratings incorporate Kraton Polymers' below-average business
profile and its leadership position in the narrow SBC market,
tempered by a difficult raw material and pricing environment and a
very aggressive financial profile that is characterized by a high
debt burden.


LB-UBS: Fitch Assigns Low-B Ratings to Six Mortgage Certificates
----------------------------------------------------------------
Fitch Ratings-New York-October 19, 2004/marj

Fitch Ratings affirms LB-UBS commercial mortgage pass-through
certificates, series 2003-C1:

    -- $92.5 million class A-1 at 'AAA';
    -- $180 million class A-2 at 'AAA';
    -- $105 million class A-3 at 'AAA';
    -- $537.5 million class A-4 at 'AAA';
    -- $204 million class A-1b at 'AAA';
    -- Interest Only (I/O) classes X-CL and X-CP at 'AAA';
    -- $25.7 million class B at 'AA+';
    -- $25.7 million class C at 'AA';
    -- $20.6 million class D at 'AA-';
    -- $18.9 million class E at 'A+';
    -- $17.1 million class F at 'A';
    -- $18.9 million class G at 'A-';
    -- $18.9 million class H at 'BBB+';
    -- $12 million class J at 'BBB';
    -- $10.3 million class K at 'BBB-';
    -- $18.9 million class L at 'BB+';
    -- $6.9 million class M at 'BB';
    -- $6.9 million class N at 'BB-';
    -- $10.3 million class P at 'B+';
    -- $5.1 million class Q at 'B';
    -- $5.1 million class S at 'B-';

Fitch does not rate class T.

The affirmations are due to the pool's stable performance.  As of
the September 2004 distribution date, the pool's aggregate
principal balance has decreased 1.3% to $1.35 billion from
$1.37 billion at issuance.  There have been no loans delinquent or
in special servicing since issuance.

Wachovia Bank, the master servicer, collected year-end 2003
operating statements for 95.6% of the transaction.  The YE 2003
weighted averaged debt service coverage ratio -- DSCR -- based on
net operating income is stable from issuance at 1.59 times.

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

Stonebriar Centre (13.4%), the largest loan in the pool, is
secured by a regional mall in Frisco, Texas.  The mall's
performance is stable.  As of June 2004, in-line occupancy was
96.5% and overall occupancy was 98.9%.  The YE 2003 in-line
average sales per square foot was flat to issuance and is trending
positively for the trailing 12 months ended June 2004. The Fitch
DSCR for the loan was 1.39x for YE 2003 compared to 1.43x at
issuance.

Westmoreland Mall (6.1%) is a 1.3 million sf enclosed regional
mall with a grocery anchored shopping center and outparcels in
Greensburg, Pennsylvania.  The YE 2003 Fitch adjusted NCF for
Westmoreland Mall declined 7.6%, primarily due to an increase in
expenses.  The corresponding Fitch DSCR was 1.36x compared to
1.45x at issuance.

The in-line occupancy as of July 2004 increased to 87.1% from
82.8% at issuance.  In addition, the borrower recently leased
51,000 sf of the vacant Ames space to Dick's Sporting Goods with
rental payments anticipated to commence in early 2005.

Pennmark (8.2%) is secured by a 333-unit apartment building with
retail located in Manhattan, New York.  Although the YE 2003 Fitch
adjusted NCF declined 10%, the borrower recently signed a new
retail lease for 33,500 sf bringing the retail occupancy to
approximately 93.7% from 78% at issuance.  The corresponding Fitch
DSCR was 1.24x compared to 1.38x at issuance.

Candler Tower (6.2%) is secured by a 227,685 sf office building in
Manhattan, New York.  The property is 100% leased to SFX
Entertainment Inc. and is performing as expected.

Brandywine Towne Center (2.2%), a retail power center located in
Wilmington, Delaware remains 100% occupied as of July 2004.  The
YE 2003 Fitch NCF is stable with Fitch DSCR of 1.46x compared to
1.41x at issuance.


LEVI STRAUSS: Fitch's Ratings Unaffected by Dockers Retention
-------------------------------------------------------------
Fitch Ratings does not anticipate any rating implications from
Levi Strauss & Co.'s announcement that it will retain the Dockers
business.  

Fitch rates Levi's:

     * $1.7 billion senior unsecured debt 'CCC+',
     * $650 million asset-based loan, ABL, 'B+', and
     * $500 million term loan 'B'.

The Rating Outlook is Negative.

Levi's announcement that it will retain its Dockers business
follows a five-month review of a possible sale of the business.
The possible sale of Dockers was viewed as a means to reduce debt
and focus on its core Levi businesses.  Without the completion of
the Dockers sale, Levi's will remain highly leveraged, with $2.0
billion of debt, and with operations that have yet to turn around.

Of importance will be the growth of the Levi Strauss Signature
brand -- LSS, which currently accounts for approximately 9.0% of
revenues.  The expansion of LSS to more discount retailers may
provide the needed stimulus, but the improvement of the existing
Levi branded products will be critical.

The company's restructuring efforts, including plant closures,
headcount reductions, and a shift to sourcing product, have
enabled the company to increase EBITDA margins to 14.4% in the
nine months ending August 29, 2004, compared with 12.5% in the
comparable period of 2003.

Liquidity is adequate to meet near term needs with $288 million of
cash on the balance sheet and $245 million available on its
revolver at the end of the last quarter.  There are no significant
debt maturities until 2006.

Levi's August 29, 2004, Balance Sheet shows liabilities exceeding
assets more than $1.3 billion.  


MERIT STUDIOS: Summary & Overview of Amended Chapter 11 Plan
------------------------------------------------------------
As reported in yesterday's edition of the Troubled Company
Reporter, Merit Studios, Inc. (OTC: MRIT) filed an amended
disclosure statement and plan in its Chapter 11 bankruptcy
proceedings and is in the process of filing a second amendment to
those documents.  Merit filed for protection under Chapter 11 in
an effort to eliminate approximately $1 million in debt and resume
operations in the entertainment industry.

                    Amended Chapter 11 Plan

The Debtor's proposed plan wipes all existing debt and claims from
the company's balance sheet, reshuffles the Debtors equity, and
paves the way for the company to begin operations.  The Plan is
implemented in three steps:

   (1) Extinguish all existing debt through payments to creditors
       equaling 5% of the debt owed to the creditor.  Funds for
       payment to creditors will be provided by an investment
       from the Debtor's President, who will be issued shares of
       common stock (post-split) at the price of $.05 per share.

   (2) Cancel 96,749 post-split shares of common stock currently
       outstanding, which shares were either not paid for or are
       currently owned or controlled by the Debtor's former
       president;

   (3) Issue approximately 500,000 shares of restricted common
       stock to Edward J. Haddad for funding the settlement of all
       debts and claims.  The shares will be "restricted"
       securities as the term is defined under the Securities Act
       of 1933, as amended.  The shares will be issued in reliance
       on standard exemptions from registration available in
       private transactions.  

Merit will then acquire business opportunities for its subsidiary
Peak Entertainment, Inc. and acquire all of the equity of equity
of BHK Entertainment Management, Inc. for 200,000 shares or
restricted common stock.  The Plan will commence seven days after
entry of the order confirming the Plan.  The Plan will be
completed and this case will be closed when these six events have
occurred:
   
   1. Cash payment to creditors;
   2. Cancellation of all debt;
   3. a 500-to-1 reverse split of the Debtors common stock;
   4. Cancellation of shares owned or controlled by ACE or former
      president Michael John;
   5. Acquisition of business provided by Mr. Haddad; and
   6. Commencement of business operations.

                            History

Merit Studios was incorporated in the State of Delaware
October 6, 2003.  Merit is a development stage publicly held
corporation currently located in Las Vegas, Nevada.  Merit's sole
principle officer is Edward J. Haddad.  According to previous
management and existing creditors, from approximately 1999 to
September 2002, the Debtor's business was the research and
development of video compression technology called "wormhole."  In
September 2002, Merit acquired Peak Entertainment, Inc., a Nevada
corporation owned by Mr. Haddad.  At that time Peak held the
management rights to productions in a showroom at the Aladdin
Hotel in Las Vegas, Nevada.  In connection with the acquisition of
Peak, Mr. Haddad invested $150,000 in Merit.  It is, believed that
the prior president utilized the invested funds for his personal
use and not for Merit's further development of the wormhole
technology.

Subsequent to acquisition of Peak, Mr. Haddad became president of
Merit.  Upon inquiring about the funds Mr. Haddad invested,
Michael John resigned as an officer and director of the
Debtor.  Mr. John subsequently moved outside the United States.
Due to the misrepresentations of the previous president, Mr.
Haddad terminated developing business opportunities for the Debtor
through its new subsidiary Peak.  Since November 2002, Merit has
been attempting to resolve debts and claims that the prior
president represented were already agreed to be settled, primarily
with George Cox & Sons and Health Concierge (formerly
Videolocity).  Due to the lack of any cooperation from some of the
Merit's creditors, Merit found it necessary to commence a Chapter
11 filing prior to commencing any new operations.  

Merit Studios, Inc. (OTC: MRIT) licenses its compression and
encryption software to Internet content providers and for data
archiving.  The Company is also seeking to offer services for data
compression and data archiving to customers worldwide.

Headquartered in Las Vegas Nevada, Merit Studios, Inc. filed for
chapter 11 protection (Bank. D. Nev. Case No. 04-12501) on
March 12, 2004.  Matthew Q. Callister, Esq., and Nathaniel J.
Reed, Esq., represent the Debtor in their restructuring effort.  
The Debtor has approximately $1,000,000 in unsecured debt.


MERRILL LYNCH: S&P Affirms Class E's BB Rating
----------------------------------------------
Standard & Poor's Ratings Services affirmed its rating on class E
from Merrill Lynch Mortgage Investors Inc.'s series 1996-C1 and
removed it from CreditWatch with negative implications, where it
was placed March 23, 2004.  Concurrently, the ratings on two other
ratings from the same transaction are raised and two are affirmed.

The affirmation on class E reflects the repayment of prior
interest shortfalls following the liquidation of an outlet center
in Eddyville, Kentucky.  The shortfalls resulted when final
liquidation proceeds were not sufficient to repay outstanding
advances.

The raised and affirmed ratings reflect credit enhancement levels
that adequately support the ratings through various stress
scenarios.

As of the Sept. 25, 2004 remittance report, the pool consisted of
26 loans with an aggregate principal balance of $225.9 million,
down from 159 loans totaling $647.2 million at issuance.  The
master servicer, GMAC Commercial Mortgage Corp., provided 2003 net
cash flow -- NCF -- debt service coverage -- DSC -- figures for
63% of the pool.  Based on this information, Standard & Poor's
calculated a weighted average DSC of 1.39x, whereas the DSC for
the outstanding loans at issuance was 1.36x.  Nineteen loans,
comprising 20% of the pool, are not required to report financials.
To date, there have been realized losses on five loans totaling
$20.7 million.

As of September 2004, there are three specially serviced mortgage
loans totaling $8.6 million (3.8%).  In addition to the specially
serviced loans, there is another loan that is 30 days delinquent
($6.3 million) that is with the master servicer.

Two of the specially serviced assets are 90-plus days delinquent.
One of the 90-plus day delinquent loans has a balance of
$3.9 million (with total exposure of $4.2 million), and is secured
by a 61,304 square foot outlet center in Post Falls, Idaho.  
Occupancy levels at the center have fallen to 51%, resulting in a
DSC of 0.26x.  The declines in occupancy and DSC are due to
increased competition from Wal-Mart as well as surrounding
competition.  The only two national tenants are Dress Barn and
Casual Corner, the second of which is on a year-to-year lease.   
Based on a February 2004 appraisal, a severe loss is expected.  
The other 90-plus day delinquent loan has a balance of
$1.6 million and is secured by a 118-room hotel in Little Rock,
Arkansas.  A recent appraisal suggests losses upon disposition.  
The remaining specially serviced loan has a balance of
$3.3 million.  The loan matured in April 2003 and is in the
process of finalizing a second extension through April 2005.  The
loan is secured by a 242,500-sq.-ft. office/industrial warehouse
property in Hutchins, Texas (southeast of downtown Dallas) that
was built in 1986.

The 30-day delinquent mortgage totals $6.4 million, and is secured
by a 440-unit apartment complex in Dallas, Texas, built in 1982.
The borrower has expressed interest in paying off the mortgage.
GMAC Commercial received a commitment letter, and estimates the
payment date to occur before year-end.  As of March 2004, the
property reported a 1.06x (year-to-date) DSC, down from 1.29x at
issuance.  Occupancy levels for the same periods were 71% and 91%,
respectively.

GMAC Commercial reported 25 loans totaling $79.4 million (31.7% of
the pool) on its watchlist.  The watchlist includes three of the
top 10 mortgages in the pool, which appear because of DSC issues,
as well as one 30-day delinquent mortgage, which is described
above.

The fourth-largest loan has a balance of $9.6 million.  The
mortgage is secured by a 376-unit multifamily property in Las
Vegas.  GMAC Commercial reported occupancy of 87% and DSC of
1.15x, down from 92% and 1.28x, respectively, at issuance.  The
owner has made the expenditures to improve the occupancy levels.

The fifth-largest mortgage totals $7.7 million, and is secured by
a 360-unit apartment complex in Denton, Texas (60 miles northwest
of Dallas), built in 1985.  As of May 2004, occupancy was reported
at 83%, resulting in a DSC of 1.04x, down from 96% and 1.30x,
respectively, at issuance.  Management has increased occupancy
levels to 94% (as of September 2004) by offering concessions.

The sixth-largest loan has a balance of $7.2 million, and is
secured by a 253-unit multifamily property in Fort Collins,
Colorado.  As of December 2003, occupancy was reported at 75%,
resulting in DSC of 0.65x, down from 98% and 1.36x, respectively,
at issuance.  The decline in performance is largely the result of
the low interest rate environment, resulting in decreased demand
for rental housing.

The pool is geographically diverse, with properties located in
24 states.  Concentrations in excess of 10% exist in Nevada (18%)
and Texas (16%).  The property type concentration of the pool
includes:
         
         * multifamily (56%),
         * retail (27%), and
         * an assortment of other property types.

Standard & Poor's stressed the specially serviced, watchlist, and
other loans in the pool that appeared to be underperforming.  The
resultant credit enhancement levels support the raised and
affirmed ratings.
     
                         Ratings Raised
     
             Merrill Lynch Mortgage Investors Inc.
     Commercial mortgage pass-through certs series 1996-C1
     
                    Rating
          Class   To      From          Credit Support
          -----   --      ----          --------------
          C       AAA     AA                    50.53%
          D       A       BBB                   36.21%
     
     Rating Affirmed And Removed From Creditwatch Negative
     
             Merrill Lynch Mortgage Investors Inc.
     Commercial mortgage pass-through certs series 1996-C1
   
                    Rating
          Class   To      From          Credit Support
          -----   --      ----          --------------
          E       BB      BB/Watch Neg          14.73%
     
                        Ratings Affirmed
    
             Merrill Lynch Mortgage Investors Inc.
     Commercial mortgage pass-through certs series 1996-C1
      
               Class    Rating     Credit Support
               -----    ------     --------------
               A-3      AAA                84.90%
               B        AAA                67.71%


MIRANT: Stay Modified to Allow NYISO to Pursue Remand Proceeding
----------------------------------------------------------------
The New York Independent System Operator, Inc., is a non-profit
organization, which, among other things, administers a wholesale
market for electricity in the state of New York and operates the
State of New York's bulk electric transmission system.

Mirant Americas Energy Marketing, LP, purchases and sells energy
and ancillary services, including operating reserves, in the
Market pursuant to agreements that MAEM entered into with the
NYISO.

Before the Petition Date, MAEM or various of its affiliates
entered into an agreement for the sale of energy and ancillary
services pursuant to the NYISO Market Administration and Control
Area Service Tariff, as in effect from time to time and as filed
with the Federal Energy Regulatory Commission.

In March 2000, the NYISO filed a proceeding before the FERC
seeking refunds with respect to certain operating reserves
provided between January 29 and March 27, 2000.

The FERC declined to order refunds in the Proceeding, and the
NYISO and others parties appealed the ruling to the United States
Court of Appeals for the District of Columbia.

On November 7, 2003, the D.C. Circuit remanded several issues
raised in the FERC Proceeding to the FERC for further
consideration.  The issues remain pending before the FERC.

On June 26, 2004, the NYISO asked the FERC to reopen the Remand
Proceeding to receive evidence to assist the FERC in redetermining
the rates in effect during the Relevant Period and to authorize
the NYISO, thereafter, to recalculate operating reserves payments
based on the redetermined rates and to seek refunds from Market
Participants based on the redetermined rates.

MAEM and certain affiliates responded to the NYISO's Motion to
Reopen on August 2, 2004, alleging among other things, that the
NYISO's filing was a violation of the automatic stay.

Michael P. Massad, Jr., at Hunton & Williams, LLP, in Dallas,
Texas, asserts that the NYISO's Motion to Reopen did not violate
the automatic stay.  The stay imposed by Section 362 of the
Bankruptcy Code is inapplicable to the Remand Proceeding.

Accordingly, the NYISO asks Judge Lynn to either:

   -- declare that the Motion to Reopen was not in violation of
      the automatic stay; or

   -- modify the automatic stay to allow the NYISO to prosecute
      the Motion to Reopen in the Remand Proceeding.

                        Parties Stipulate

To avoid further litigation and to resolve the dispute, the
Debtors and the NYISO stipulate that:

   (a) To the extent applicable, the automatic stay is modified
       for the limited purpose of permitting the NYISO to pursue
       the Motion to Reopen and to permit the FERC to take action
       in the Remand Proceeding as appropriate.  However, nothing
       will be construed to provide the NYISO with permission to
       collect or take any action to collect as to the Debtors
       any refunds ordered or judgments issued by the FERC in the
       Remand Proceeding;

   (b) The Debtors agree to file a motion to withdraw from the
       Remand Proceeding parts III(B) and (C) of the Answer they
       filed before the FERC.  The withdrawal will be without
       prejudice to any of the Debtors' bankruptcy rights,
       including, without limitation, the Debtors' rights under
       Sections 362, 501, and 502 of the Bankruptcy Code and Rule
       3003(c)(2) of the Federal Rules of Bankruptcy Procedure;
       and

   (c) The Stipulation is not intended to be or will be construed
       as an admission by either the Debtors or the NYISO
       concerning the applicability or non-applicability of the
       automatic stay to the NYISO's Motion to Reopen and the
       Remand Proceeding.  The parties expressly acknowledge that
       both have reserved all of their rights with respect to
       these provisions.

Judge Lynn approves the stipulation in its entirety.

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. (Mirant
Bankruptcy News, Issue No. 46; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


MKP CBO: S&P Places B+ Ratings on Classes C-1 & C-2 on CreditWatch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
B, C-1, and C-2 notes issued by MKP CBO II Ltd., a cash flow
arbitrage CDO of ABS/RMBS, on CreditWatch with negative
implications.  At the same time, the ratings on the class A-1 and
A-2 notes from the same transaction are affirmed, based on the
credit enhancement available to support the notes.  The rating on
the class B notes was previously lowered Aug. 6, 2004.  The
ratings on the class C notes were previously lowered Feb. 17,
2004 and Aug. 6, 2004.

The CreditWatch placements reflect factors that have negatively
affected the credit enhancement available to support the notes
since the last rating action.  These factors include continued
defaults and negative migration in the collateral pool that have
occurred during the past several weeks, primarily within the
manufactured housing sector.

Standard & Poor's will be reviewing the results of the current
cash flow runs generated for MKP CBO II Ltd. to determine the
level of future defaults the rated classes can withstand under
various stressed default timing and interest rate scenarios, while
still paying all of the interest and principal due on the notes.  
The results of these cash flow runs will be compared with the
projected default performance of the performing assets in the
collateral pool to determine whether the ratings currently
assigned to the notes remain consistent with the credit
enhancement available.
   
             Ratings Placed On Creditwatch Negative
   
                        MKP CBO II Ltd.
   
                                Rating
                 Class     To             From
                 -----     --             ----
                 B         A-/Watch Neg   A-
                 C-1       B+/Watch Neg   B+
                 C-2       B+/Watch Neg   B+
    
                        Ratings Affirmed
   
                        MKP CBO II Ltd.
   
                        Class    Rating
                        -----    ------
                        A-1      AAA
                        A-2      AAA
    
Transaction Information:

   Issuer:              MKP CBO II Ltd.
   Current manager:     MKP Capital Management
   Underwriter:         Banc of America Securities
   Trustee:             LaSalle Bank N.A.
   Transaction type:    CDO of ABS/RMBS
    
      Tranche                 Initial    Last      Current
      Information             Report     Action    Action
      -----------             -------    ------    -------
      Date (MM/YYYY)          3/02       8/04      10/04

      Class A-1 notes rtg.    AAA        AAA       AAA
      Class A-2 notes rtg.    AAA        AAA       AAA
      Class A O/C ratio       124.67%    119.96%   120.10%
      Class A O/C ratio min.  119.5%     119.50%   119.50%
      Class B note rtg.       AA         A-        A-/Watch Neg
      Class B O/C ratio       116.14%    111.75%   111.66%
      Class B O/C ratio min.  112.00%    112.00%   112.00%
      Class C-1 note rtg.     BBB        B+        B+/Watch Neg
      Class C-2 note rtg.     BBB        B+        B+/Watch Neg
      Class C O/C ratio       106.06%    102.05%   101.70%
      Class C O/C ratio min.  102.80%    102.80%   102.80%
      Class A-1 note bal.     $183.75mm  $183.75   $177.54mm
      Class A-2 note bal.     $61.25mm   $61.25mm  $60.56mm
      Class B note bal.       $18.00mm   $18.00mm  $18.00mm
      Class C-1 note bal.     $12.50mm   $12.50mm  $12.52mm
      Class C-2 note bal.     $12.50mm   $12.50mm  $12.55mm
    
      Portfolio Benchmarks                        Current
      --------------------                        -------
      S&P wtd. avg. rtg. (excl. defaulted)        BBB-
      S&P default measure (excl. defaulted)       0.95%
      S&P variability measure (excl. defaulted)   1.66%
      S&P correlation measure (excl. defaulted)   1.50%
      Wtd. avg. coupon (excl. defaulted)          7.26%
      Wtd. avg. spread (excl. defaulted)          2.28%
      Oblig. rtd. 'BBB-' and above                67.71%
      Oblig. rtd. 'BB+' and above                 76.24%
      Oblig. rtd. 'B+' and below                  84.39%
      Oblig. rtd. in 'CCC' range                  7.35%
      Oblig. rtd. 'CC', 'SD', or 'D'              4.41%
    
                   Rated       Current
                   O/C (ROC)   Rating Action
                   --------    -------------
                   Cl. A-1     101.57% (AAA)
                   Cl. A-2     101.57% (AAA)
                   Cl. B       102.23% (A-/Watch Neg)
                   Cl. C-1     97.94%  (B+/Watch Neg)
                   Cl. C-2     97.94%  (B+/Watch Neg)
    
For information on Standard & Poor's CDO Portfolio Benchmarks and
Rated Overcollateralization 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
article.


MOHEGAN TRIBAL: Acquisition Cues Moody's to Affirm Low-B Ratings
----------------------------------------------------------------
Moody's Investors Service affirmed Mohegan Tribal Gaming
Authority's:

   * Ba1 senior implied rating,
   * Ba1 secured bank loan rating,
   * Ba3 senior subordinated debt ratings,
   * Ba2 long-term issuer rating, and
   * stable outlook

following its announcement that it had entered into an agreement
to purchase The Downs Racing, Inc. and its subsidiaries (Pocono
Downs) from Penn National Gaming, Inc. (Ba3/Stable) for
$280 million.  Mohegan Tribal plans to fund the Pocono Downs
acquisition through a draw under its bank credit facility, which
has been amended to increase the current availability from
$382.7 million to $600.0 million.

The affirmation anticipates the acquisition of Pocono Downs will
ultimately have a positive impact on the Mohegan Tribal credit,
help to reduce Mohegan Tribal's single-site dependence, and
provide some hedge against potential competition in the Northeast.  
While Debt/Adjusted EBITDA (net of relinquishment payments) is
expected to rise to close to 5.0x by the end of fiscal 2005 as a
result of the debt-financed acquisition, pro forma Debt/Adjusted
EBITDA is about 4.5x.  This assumes a 15% return on the
$505 million of total planned invested capital related to Pocono
Downs.  Mohegan Tribal's overall return-on-assets for the 12-month
period ended June 30, 2004 was about 16.7%.

The stable ratings outlook anticipates that Mohegan Tribal will
maintain Debt/Adjusted EBITDA at or below 4.5x over the long-term.  
Although this leverage is considered high for the Ba1 senior
implied rating category, and for a single asset issuer, Moody's
considers Mohegan Tribal's competitive profile to be strong enough
to materially offset the high leverage relative to the rating.
However, any ratings improvement would require a meaningful and
sustainable reduction in leverage, and would also depend on the
success of Mohegan Tribal's current and future diversification
efforts.

Although this specific transaction was not anticipated, Moody's
did expect that Mohegan Tribal would pursue some type of
diversification opportunity on a restricted or unrestricted basis.
In July 2004, Mohegan Tribal successfully eliminated certain
covenants that prohibited the Mohegan Tribe from engaging in
gaming activities on an unrestricted basis and without involving
Mohegan Tribal.

Under terms of the agreement, Mohegan Tribal will acquire Pocono
Downs, a standard bred harness racing facility located in Wilkes-
Barre, Pennsylvania and five Pennsylvania off-track wagering --
OTW -- operations.  Following the closing of the transaction,
Mohegan Tribal 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.  Upon the issuance of the gaming
license, Mohegan Tribal plans to open the new slot machine
facility in early 2006.  Mohegan Tribal 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.

The acquisition is expected to close by December 31, 2004 and is
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.

The Mohegan Tribal Gaming Authority is an instrumentality
established by the Mohegan Tribe of Indians of Connecticut, with
the exclusive power to operate the Mohegan Sun casino in
Uncasville, Connecticut.


MORGAN STANLEY: Fitch Puts Low-B Ratings on Six Cert. Classes
-------------------------------------------------------------
Morgan Stanley Capital I Trust's commercial mortgage pass-through
certificates, series 2004-HQ4, are rated by Fitch Ratings:

     -- $17,970,000 class A-1 'AAA';
     -- $50,000,000 class A-2 'AAA';
     -- $50,000,000 class A-3 'AAA';
     -- $72,000,000 class A-4 'AAA';
     -- $123,000,000 class A-5 'AAA';
     -- $120,000,000 class A-6 'AAA';
     -- $776,217,000 class A-7 'AAA';
     -- $1,370,184,328 class X-1* 'AAA';
     -- $1,310,179,000 class X-2* 'AAA';
     -- $15,415,000 class B 'AA+';
     -- $18,840,000 class C 'AA';
     -- $13,702,000 class D 'AA-';
     -- $23,978,000 class E 'A';
     -- $10,276,000 class F 'A-';
     -- $11,989,000 class G 'BBB+';
     -- $11,989,000 class H 'BBB';
     -- $15,415,000 class J 'BBB-';
     -- $5,138,000 class K 'BB+';
     -- $5,138,000 class L 'BB';
     -- $5,139,000 class M 'BB-';
     -- $1,712,000 class N 'B+';
     -- $3,426,000 class 0 'B';
     -- $3,425,000 class P 'B-';
     -- $15,415,328 class Q 'NR';

        * Notional amount and interest only.

Class Q is not rated by Fitch.

Classes:

      * A-1, A-2, A-3, A-4, A-5, A-6, A-7, B, C, D, and E are
        offered publicly, while

     * X-1, X-2, F, G, H, J, K, L, M, N, O, P, and Q are
       privately placed pursuant to rule 144A of the Securities
       Act of 1933.

The certificates represent beneficial ownership interest in the
trust, primary assets of which are 92 fixed-rate loans having an
aggregate principal balance of approximately $1,370,184,328 as of
the cutoff date.


NASH FINCH: S&P Assigns 'B+' Rating to $300M Sr. Secured Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating to Nash Finch Co.'s proposed $300 million senior secured
credit facility.  A recovery rating of '3' also was assigned to
the facility, indicating the expectation for a meaningful (50%-
80%) recovery of principal in the event of a default.

Concurrently, Standard & Poor's revised the ratings outlook on
Nash Finch to positive from negative.  Existing ratings on the
company, including the 'B+' corporate credit rating, were
affirmed.

Nash Finch anticipates using proceeds from the proposed credit
facility to refinance its current term loan, redeem $165 million
of 8.5% senior subordinated notes due 2008, and cover call
premiums and other fees and expenses.  Pro forma for the
refinancing and assuming all subordinated notes are redeemed, the
company will have total debt outstanding of $263 million
($372 million including lease-equivalent debt).  Lease-adjusted
debt to EBITDA will be just under 3x, and trailing-12-months
EBITDA interest coverage will be in the mid 3x area.  

The outlook revision reflects the company's improved credit
measures and its change in corporate strategy to focusing on food
distribution while retrenching its underperforming retail
operations.

"The ratings on Minneapolis, Minnesota-based Nash Finch reflect
the company's relatively small scale in the highly competitive
food wholesaling and supermarket industries, as well as its weak
retail operating performance over the past several years," said
Standard & Poor's credit analyst Stella Kapur.  "Given the
difficulty of competing on price with larger companies, Nash Finch
must continue to improve operating efficiencies and service
levels.  These risks are somewhat mitigated by the company's good
market positions in many upper-Midwest markets, its strong
position in military food distribution in the Mid-Atlantic region,
and credit measures that are above average for current rating
levels."  Nash Finch has annual sales of almost $4 billion.


NORSKE SKOG: Moody's Affirms Ba3 Ratings with Negative Outlook
--------------------------------------------------------------
Toronto, October 19, 2004

Moody's Investors Service affirmed Norske Skog Canada Ltd.'s
senior implied, issuer and senior unsecured ratings at Ba3.
Concurrently, the rating on the company's senior secured credit
facility was affirmed at Ba2.  The outlook remains unchanged and
is negative.  

While Moody's has concerns about the long term North American
supply and demand balance for newsprint and related groundwood
paper grades having an adverse affect on the financial performance
of paper makers, NorskeCanada's capital and debt structure should
allow it to generate average through-the-cycle credit protection
measures commensurate with its rating.  However, with the systemic
supply/demand issues, and with the recent appreciation of the
Canadian dollar and the cost of other inputs such as fiber and
energy, NorskeCanada is vulnerable to continued margin pressure.
Since there is reasonable potential that NorskeCanada's credit
protection statistics will not reflect through-the-cycle measures
appropriate for the rating, the rating outlook remains negative.

Ratings Affirmed:

   -- Norske Skog Canada Ltd.

      * Outlook: Negative
      * Senior Implied: Ba3
      * Issuer Rating: Ba3
      * Senior Unsecured: Ba3

   -- Norske Skog Canada Finance Limited

      * Outlook: Negative

Backed Senior Secured Bank Credit Facility (Dom Curr): Ba2

The Ba3 rating reflects:

     (i) NorskeCanada's high cash flow leverage and weak coverage
         metrics,

    (ii) relatively poor market dynamics for newsprint and related
         paper grades,

   (iii) the company's relatively limited geographic and product
         line diversification, and

    (iv) its relative lack of flexibility to modify its asset
         portfolio with the proceeds being used to facilitate debt
         reduction.

The ratings are supported by:

     (i) NorskeCanada's improving relative cost competitiveness,

    (ii) its relatively strong backwards integration into virgin
         and recycled fiber supply,

   (iii) its leading directory paper position, and

    (iv) its solid liquidity arrangements.

NorskeCanada has very good liquidity.  The company maintains a
C$350 million revolver that is largely un-drawn.  The bank
facility matures in July 2007.  NorskeCanada is in compliance with
the lone applicable financial covenant.  Moody's does not expect
the covenant to act as a constraint for the foreseeable future.

For a Ba3 rating, Moody's expects average through-the-cycle RCF to
be in excess of 10%, with the related FCF measure being in excess
of 5%.  There is considerable uncertainty as to the magnitude,
sustainability, and impact, of the commodity price recovery,
given:

     (i) the excess capacity in the newsprint and groundwood paper
         markets,

    (ii) continued weak newsprint demand,

   (iii) very weak capacity utilization in the printing and
         related services sector (low-to-mid 70% range), and

    (iv) increased energy and recycled fiber prices,  

It appears that more aggressive supply management is required
before the market will enjoy sustained momentum.  While the top
five producers make up 70% of the market, the remaining 30% is
very fragmented.  This fragmentation may be partially frustrating
initiatives to drive price increases through the market, with the
behavior of certain members of this group undermining the market.  
Given these systemic issues, Moody's is concerned there may be a
greater probability of the company's performance not meeting the
above performance benchmarks.

Either or both of the outlook and ratings could be upgraded:

     (i) if the market dynamic demonstrates sufficient strength
         and sustainability to allow the above-noted credit
         metrics to be met or exceeded, or alternatively,

    (ii) if NorskeCanada takes specific proactive steps to
         permanently reduce indebtedness or increase profitability
         to achieve a similar result.

Conversely, a downgrade could result if it becomes clear that
through-the-cycle performance will not, in Moody's opinion, meet
the above benchmarks, if the company pursues material debt-
financed acquisitions, or if liquidity arrangements deteriorate
significantly.

NorskeCanada, headquartered in Vancouver, British Columbia,
Canada, is the third largest newsprint and specialty groundwood
paper producer in North America.  The Company also produces market
pulp.  Primary paper markets are North America, Latin America and
the Pacific Rim.  Primary pulp markets are Europe and the Pacific
Rim. NorskeCanada is a broadly held Canadian public company with
shares traded on the TSX under the symbol NS.


NORTHWESTERN CORP: Court Formally Confirms Plan of Reorganization
-----------------------------------------------------------------
The Honorable Charles G. Case II of the U.S. Bankruptcy Court for
the District of Delaware has entered a written order confirming
NorthWestern Corporation's Second Amended and Restated Plan of
Reorganization.

NorthWestern said it anticipates the Plan's effective date will be
Nov. 1, 2004, at which time the company will formally exit Chapter
11 reorganization. As previously announced, the court issued an
oral ruling confirming the Plan on Oct. 8, 2004.

A copy of the signed court order is available on NorthWestern's
Web site at http://www.northwestern.com/

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.


NORTHWESTERN CORP: Fitch Puts Low Ratings on Proposed Sr. Notes
---------------------------------------------------------------
Fitch Ratings expects to assign to 'BB+' to NorthWestern Corp's:

     * proposed issuance of $200 million Rule 144A senior
       secured notes due 2014; and

     * $125 million secured term loan B due 2011.

The proceeds from these offerings, along with cash on hand, are
expected to be used to prepay NorthWestern's outstanding $383.2
million secured credit facility.  In addition, Fitch expects to
upgrade certain NorthWestern securities that are scheduled to be
reinstated upon the company's reorganization and emergence from
bankruptcy, expected to occur by November 1, 2004.

Specifically, Fitch expects to upgrade the company's outstanding
$476.8 million first mortgage bonds, secured medium-term notes,
and secured pollution control bonds to 'BB+' from 'CCC'.

Fitch currently rates NorthWestern's:

     * outstanding $865 million senior unsecured debt 'DD'; and         
     * $365.6 million trust preferred securities 'D'.

The Rating Outlook is Positive.

NorthWestern's expected senior secured debt rating and Positive
Rating Outlook reflects the company's reasonable capital structure
at the time of reorganization and anticipated
near-term improvement in its financial profile.  

Under the terms of the Second Amended and Restated Plan of
Reorganization, NorthWestern will emerge from Chapter 11 with an
enterprise value of about $1.5 billion, consisting of
approximately $850 million of secured debt and common equity of
$710 million.

NorthWestern's financial restructuring will be accomplished
through a debt-for-equity swap, under which the company's senior
unsecured debtholders and certain trade creditors will receive a
92% equity stake in the restructured company.  Holders of
NorthWestern's trust preferred securities are eligible to receive
8% of the common stock and warrants exercisable for an additional
13% of the common stock in the reorganized company.

NorthWestern's outstanding secured debt obligations are not
impaired under the plan and will be reinstated upon the company's
exit from Chapter 11.

A key component of the company's plan of reorganization involved
reaching a settlement with the Montana Public Service Commission
and Montana Consumer Counsel, thus resolving Montana Public's
ongoing financial investigation of NOR.  Importantly, both Montana
Public and Montana Consumer agreed not to oppose NorthWestern's
plan of reorganization and not to block the company's efforts to
refinance portions of its existing secured debt.

Key provisions of the Montan Public stipulation agreement include
restrictions on non-utility investments and the requirement that
NorthWestern files rate information for review by Montana Public
no later than September 30, 2006.

NorthWestern's goal to emerge from bankruptcy as a pure regulated
electric and gas utility is predicated on the liquidation of
remaining non-utility investments.  

Pending items include:
     
     * the wind-down and liquidation of Netexit
       (telecommunications),

     * the sale of a remaining Blue Dot HVAC location, and the
       subsequent release of proceeds generated from the earlier
       sale of 63 locations,

     * the divestiture of the uncompleted Montana First
       Megawatts power project, and

     * monetization of a secured claim against Cornerstone
       Propane.  

If successful, these transactions could provide up to $100 million
of residual cash proceeds, which would be utilized to further
reduce debt leverage at NorthWestern.

From an operational standpoint, NorthWestern's core regulated
electric and gas utility operations, which serve approximately
608,000 customers located primarily in Montana and South Dakota,
have performed well throughout the company's financial
restructuring.  

Prospectively, the utility should generate operating EBITDA in
excess of $200 million, absent the significant legal and
administrative costs associated with NorthWestern's bankruptcy,
although this amount could fluctuate moderately depending on
weather conditions.  In addition, the challenging regulatory
environment in Montana and pending 2006 rate review could affect
future utility financial performance.

If NOR succeeds in divesting its remaining non-utility interests
as described above, NOR will have the opportunity to improve its
credit profile to levels consistent with investment-grade
parameters by as soon as mid-to-late 2005.

Specifically, FFO/interest could exceed 3.5 times by year-end 2005
with total debt/EBITDA in the low 3.0x range.  Subsequent to the
initial rating upon reorganization, a further upgrade of
NorthWestern's ratings will depend upon the amount and use of
proceeds from asset divestitures and demonstration of the ability
to reduce administrative expenses after reorganization.

Fitch notes that management has made good progress toward settling
various prepetition litigation and shareholder class action suits,
but certain items remain ongoing, including a formal SEC
investigation into NorthWestern's year-end 2002 financial
restatement and litigation related to the alleged fraudulent
conveyance of NorthWestern's Montana Power assets. None of these
is expected to materially affect senior secured creditors after
reorganization.


NUCENTRIX: Lawyers Get Success Fee, But Financial Advisor Doesn't
-----------------------------------------------------------------
The Honorable Harlin D. Hale of the U.S. Bankruptcy Court for the
Northern District of Texas praised the professionals retained by
Nucentrix Broadband Networks, Inc., a/k/a Heartland Wireless
Communications, Inc., for a fantastic outcome in the Debtors'
cases, awarded a fee enhancement to the Debtors' lawyers, but
declined to approve any bonus for the Debtors' financial advisor.  

                         Background

Nucentrix Broadband Networks, Inc., and certain subsidiaries filed
chapter 11 petitions on Sept. 5, 2003 (Bankr. N.D. Tex. Case No.
03-39123).  Before the cases were filed, Nucentrix held the rights
to certain frequencies of radio spectrum licenses by the Federal
Communications Commission covering over 8 million households in
over 90 primarily medium and small markets across Texas, Oklahoma,
and the Midwest, and other licenses for spectrum covering over 2
million households, primarily in Texas.

The Debtors attempted to use their spectrum to provide wireless
subscription television services, often referred to as "wireless
cable," but were unsuccessful.  The Debtors subsequently attempted
to shift the use of their spectrum from wireless cable to
broadband internet and other advanced wireless services, but were
also unsuccessful due to the combination of years of regulatory
proceedings, delayed technology product cycles and a restricted
capital market.  These missteps led Nucentrix first to seek new
investment or a buyer, and later, the protection of Chapter 11.  
The Debtors' stated goal from the outset was to maximize the value
of the Debtors' assets for the benefit of their creditors and
equity through the sale process provided by Bankruptcy Code
Section 363, and then through the plan process.

                     The Professionals

The Debtors retained Vinson & Elkins, L.L.P., their prepetition
attorneys, to serve as general bankruptcy counsel, pursuant to a
run-of-the-mill application under Section 327 of the Bankruptcy
Code.  

The Debtors hired Houlihan Lokey Howard & Zukin Capital, Inc., to
serve as financial advisors and investment bankers.  Importantly,
in this case, the order approving Houlihan's engagement provides
that the Firm's final fee application would be subject to the
standards set forth in Section 328(a) of the Bankruptcy Code,
which allow for approval of a compensation arrangement in advance.  
Pursuant to that provision of the Code, Judge Hale approved a fee
for Houlihan in the aggregate amount of $800,000 at the outset of
the chapter 11 case.

                 Selling the Debtors' Assets

At the time of the filing, the Debtors had one potential bidder,
SBC Communications, Inc. and cash to fund operations for about 60
days.  On the petition date, the Debtors entered into an asset
purchase agreement with SBC Operations, Inc., as a stalking horse
bidder, for a total cash purchase price of $15 million.  Under the
proposed transaction with SBC, creditors were expected to receive
approximately twelve cents on the dollar.

Judge Hale approved a sale process which provided procedures
designed by Houlihan and V & E for competing offers for the
purchase of the Debtor's assets.  The process included a
competitive auction in early November 2003.

Under the Court-approved sale process, the Debtors received
several qualified bids to purchase the assets, which then required
the Debtors to hold a competitive auction presided over by V & E
and Houlihan.  The auction started on Nov. 4, 2003, and concluded
late in the day on Nov. 5, 2003, and was very successful.  Nextel
Spectrum Acquisition Corp. won the auction with a bid of $51
million in cash, plus assumption of certain liabilities estimated
at approximately $5 million.  Nextel also agreed to provide DIP
financing in an amount sufficient to last through the approval
process with the FCC.  The Court approved the transactions with
Nextel in late November 2003.  Houlihan and V & E continued their
labors for the Debtors after the approval of the Nextel sale,
handling at least four sales of residual assets.

The Debtors proposed and confirmed a plan in the Spring of 2004,
which incorporated the Nextel sale transaction.  The FCC approved
the sale to Nextel, the Debtors closed the transaction, and the
effective date under the plan has occurred.

As a result of the sale process and the efforts of V & E and
Houlihan, all of the Debtors' creditors are projected to be paid
in full and a substantial return is projected to be made to equity
security holders.  "By any measuring stick, this bankruptcy case
was an extraordinary success," Judge Hale says.  

               Vinson & Elkins Gets Non-Discounted
                Hourly Rates Plus 10% Enhancement

V & E served as general bankruptcy counsel to the Debtors.  During
the pendency of the case, V & E provided services to the Debtors
in bankruptcy, corporate, securities, tax and litigation matters.  
Under an agreement with the Debtors, V & E agreed to reduce its
rates to 93% of its standard rates.  In addition, because of the
dire circumstances the Debtors were experiencing at the time the
case was filed, V & E received only a $47,000 retainer.

"During the course of this complicated bankruptcy case, V & E has
provided exceptional legal representation and advice to the
Debtors," Judge Hale says.  V & E prepared and effectuated the
sale process, which led to the Debtors' receiving a bid over three
times the original stalking horse bid.  The case presented a host
of regulatory, securities, and other issues, which were managed
and handled by V & E. Much of the work by the law firm was out of
court, as the fee application demonstrates.  However, the sale
hearings, lease disputes, disclosure statement, plan, and post
plan disputes have been before the Court and V & E has done
exemplary work in all respects.

In its fee application, V & E sought an upward adjustment from its
discounted rates to its standard hourly rates charged in other
bankruptcy cases, as well as an enhancement for the results
obtained.

To determine reasonable compensation, the court must determine the
"nature and extent of the services supplied by" the attorneys. 11
U.S.C. Sec. 330(a)(3); In re First Colonial Corp., 544 F.2d 1291,
1299 (5th Cir. 1977).  The court must also assess the value of
those services in relation to the customary fee and the quality of
the work.  These two factors comprise the components for the
lodestar calculation.  See Cobb v. Miller, 818 F.2d 1227, 1231
(5th Cir.1987).  Generally, the lodestar is calculated by
multiplying the number of hours reasonably expended by reasonable
hourly rates.  Hensley v. Eckerhart, 461 U.S. 424, 434, 103 S.Ct.
1933, 76 L.Ed.2d 40 (1983).  The court may then adjust the
compensation based on the factors of Sec. 330(a)(3) and (4) and
Johnson v. Georgia Highway Express, Inc., 488 F.2d 714 (5th
Cir.1974).  The Johnson factors may be relevant for adjusting the
lodestar calculation but no one factor can substitute for the
lodestar. Id. Rather, the lodestar shall be presumed to establish
a reasonable fee with adjustments made when required by specific
evidence.  Pennsylvania v. Delaware Valley Citizens' Council for
Clean Air, 478 U.S. 546, 564, 106 S.Ct. 3088, 3097-98, 92 L.Ed.2d
439 (1986); Graves v. Barnes, 700 F.2d 220, 222 (5th Cir. 1983)
(adopting "lodestar" method of calculation, citing Copper Liquor,
Inc. v. Adolph Coors Co., 684 F.2d 1087, 1092-93 (5th Cir. 1982)).

According to commentators, a professional may petition a
bankruptcy court for a fee enhancement or bonus if a
professional's work has been of superior quality.  In order to
receive a fee enhancement, the professional typically must
establish that "the quality of service rendered was superior to
that which one should reasonably expect in light of the hourly
rates charged and that success was 'exceptional.' "  See William
L. Norton, Jr., NORTON BANKRUPTCY LAW AND PRAC.2d Sec. 26.7
(2004).

Bankruptcy courts in the Fifth Circuit have recognized the need
for an adjustment to a fee for extraordinary circumstances when
the lodestar analysis simply will not fairly compensate the
professional, given all the surrounding circumstances.  See, In re
El Paso Refinery, L.P., 257 B.R. 809, 826 (Bankr. W.D. Tex. 2000).  
The Fifth Circuit has found that upward adjustments of the
lodestar are permissible, but are reserved for those few cases
which are "rare and exceptional."  Transamerican Natural Gas Corp.
v. Zapata P'ship, Ltd., 12 F.3d 480, 488 (5th Cir. 1994);  Lawler
v. Teofan (In re Lawler), 807 F.2d 1207, 1213-14 (5th Cir. 1987).

Bankruptcy courts in the Fifth Circuit have occasionally
determined a Chapter 11 case to meet the criteria for the award of
a fee enhancement to estate-paid professionals.  For example, in
In re Farah, 141 B.R. 920 (Bankr. W.D. Tex. 1992), the court
provided a substantial enhancement for Debtor's counsel in a case
which was turned from a case of an expected 5% return to unsecured
creditors to a case in which creditors received payment in full
with interest and the Debtors were able, to retain assets worth in
excess of $3.5 million, largely because of the efforts of Debtor's
counsel.  According to the Farah court, the result was "rare and
exceptional" because the results exceeded the reasonable
expectations of the parties under the Bankruptcy Code. Id. at 925.

In In re Intelogic Trace, Inc., 188 B.R. 557 (Bankr. W.D. Tex.
1995), the Court awarded a 1% enhancement as a success fee to a
consultant for the consultant's efforts in selling properties and
obtaining a return far beyond the original expectations.

Finally, in an unpublished ruling this court previously awarded an
enhancement of approximately 10% above the hourly calculations to
Debtor's counsel in a Chapter 11 case where creditors were paid in
full and shareholders retained significant value.  In re I.C.H.
Corp., Case No. 395-36351 RCM-11 (Bankr. N.D. Tex., June 20,
1997).

Determining what constitutes reasonable compensation is soundly
within the discretion of the bankruptcy court, because the
bankruptcy judge is in the best position to determine the
reasonableness of a proposed fee.  Hensley v. Eckerhart, 461 U.S.
424, 433-34, 103 S.Ct. 1933, 1939-40, 76 L.Ed.2d 40 (1983), see
also In re Anderson, 936 F.2d 199, 204 (5th Cir. 1991).  In
determining whether the circumstances of a case are so
"exceptional and rare" as to warrant a fee enhancement, the
"results obtained" factor in the lodestar analysis is one of the
more significant factors.  See, In re Farah, 141 B.R. 920, 925
(Bankr. W.D. Tex. 1992).  See also, Rose Pass Mines Inc. v.
Howard, 615 F.2d 1088, 1090 (5th Cir. 1980).  In fact, at least
two bankruptcy courts have required that all creditors of the
estate be paid in full before allowing a fee enhancement.  See, In
re Morris Plan Co. of Iowa, 100 B.R. 451, 454 (Bankr. N.D. Iowa
1989); In re D.W.G.K.  Restaurants, 106 B.R. 194, 197 (Bankr. S.D.
Cal. 1989).

Applying this case law and commentary to the instant case easily
leads to the conclusion that this case is rare and exceptional.  
At the time of the case filing, the Debtors' financial condition,
to be charitable, was fragile. The Debtors' out of court solutions
had failed.  The Debtors were virtually out of cash.  The Debtors
appeared to have only one option, a quick sale to SBC. The Debtors
entered bankruptcy with their viability wholly dependent upon
post-petition financing during the process.  Debtors' counsel,
with the help of Houlihan, was able to navigate these Debtors
through a sale and plan process which resulted in the proceedings
going from a small dividend to unsecured creditors to a 100%
payout, plus a substantial return to shareholders.  Counsel
successfully represented Debtors' interests at each step of the
way, even including an attempt by one creditor to set aside the
confirmed plan, which would have jeopardized the recovery for the
unsecured creditors.

Because of the expeditious sale process, devised and handled
largely by V & E, the creditors are now being paid in full and
shareholders will receive a substantial return.  But for the
extraordinary efforts of Debtors' counsel and Houlihan, these
results would not have occurred.

Under the circumstances, the Court believes that, under the
lodestar approach, a fee based upon the normal hourly rates
charged by the law firm (instead of the discounted 93% rates),
multiplied by the number of hours billed, is reasonable.  The
Court further finds that an enhancement of 10% of that amount
appropriately recognizes the contribution of counsel to the
success of this case due to the rare and exceptional nature of
this case, but remains true to the public's interest in
discouraging professionals from excessive charges. The Court
allows all expenses requested as reasonable.

            Sec. 328 Blocks Any Bonus For Houlihan

The Debtors engaged Houlihan to serve as financial advisors and
investment bankers.  Houlihan's engagement was under both
Bankruptcy Code Sections 327 and 328.

In its final fee application, Houlihan sought its $800,000 fee
plus a bonus of $1,295,000.

Section 328 allows a professional seeking to represent a
bankruptcy estate to obtain prior court approval of his
compensation plan.  See, 11 U.S.C. Sec. 328(a).  Under that
provision, the professional may avoid uncertainty by obtaining
court approval of compensation agreed to with the estate.  See, In
re Nat'l Gypsum Co. 123 F.3d 861, 862-63 (5th Cir. 1997).  Under
Section 328, once a compensation plan has received bankruptcy
court approval, "the court may allow compensation different from
the compensation provided under such terms and conditions after
the conclusion of such employment, if such terms and conditions
prove to have been improvident in light of developments not
capable of being anticipated at the time of the fixing of such
terms and conditions."  11 U.S.C. Sec. 328(a)

It is not enough that developments in a bankruptcy case be
unforeseen.  Daniels v. Barron (In re Barron), 225 F.3d 583, 585
(5th Cir. 2000). Rather, the bankruptcy court is charged to follow
the plain meaning of the statute, which requires the developments
to be incapable of being anticipated to depart from the previously
approved compensation scheme.  Id.

Thus, on more than one occasion the Fifth Circuit has found
reversible error when a bankruptcy court has deviated from a
previously approved Section 328 payment arrangement based on
developments which did not meet the express requirements of that
statute.  In In re Barron, the Fifth Circuit twice reversed a very
respected bankruptcy judge for altering a Section 328-approved
payment scheme based upon only "developments unforseen when
originally approved."  And, the appeals court has found that
respected judges in this District have incorrectly applied Section
328.  See, National Gypsum, 123 F.3d 861; In re Texas Sec., Inc.,
218 F.3d 443 (5th Cir. 2000).

In the present case, Houlihan had its fees of $800,000 approved by
this Court at the time of its engagement.  It now seeks to have
this approved arrangement altered and a bonus awarded because of
the extraordinary result.

Houlihan did play a significant role in the success of this
bankruptcy case.  Its members worked long and hard through the
sale process, which was extraordinarily successful.  Houlihan
continued to labor for the Debtors after the sale and the
assignment of certain agreements and the assumption of certain
liabilities.

Houlihan's position in its application, in the hearing on the
application, and in post-hearing authorities, is that the
extraordinary results from the auction and the full payment of
creditors and return to shareholders were not reasonably expected
and justify an upward departure from the previously approved
Section 328 arrangement.  With all due respect, the Court
disagrees.  Early in this case, Debtors sought to sell their
assets under a sale process developed by V & E and Houlihan.  That
process contemplated a stalking horse bidder at a competitive
auction.  The sale auction sought higher and better offers.  While
no party, even including this Court, expected that the auction
process would be so successful, the success of the auction was
capable of being anticipated.  In fact, a successful auction was
exactly what the parties anticipated.

The magnitude of success in the auction process likely was
unforeseen when Houlihan sought the protection of its requested
fee under Section 328. However, the possibility of an increased
bid was certainly capable of being anticipated.  Thus, the
requirements to alter the Section 328-approved fee of Houlihan
have not been met.

                    Does Section 330 Help?

As an alternative, Houlihan seeks the bonus under Section 330 of
the Code for the sale of certain residual assets, which occurred
after the auction. Houlihan argues that the bonus it seeks should
be awarded because Houlihan provided additional services, selling
residual assets in four additional transactions.

"The Court wishes it were so," Judge Hale says.  However, the
Engagement Letter (Dkt. Entry 20, Appl. to Employ, Ex. B) approved
by this Court provides for the employment of Houlihan for the sale
of all or substantially all of the assets of the Debtors in one or
more transactions.  Thus, the Engagement Letter approved by the
Court is the compensation arrangement approved under, and governed
by Bankruptcy Code Sec. 328.

"This ruling is reluctantly made as to Houlihan," Judge Hale says,
"because its professionals ably served the Debtors and the
interests of creditors and shareholders.  However, if a firm
obtains the protection of Section 328, the firm and the Court must
live with the conditions of that section.  While the Court is not
particularly happy with this result, it cannot wink at the
language of Section 328, nor the mandate of the Fifth Circuit and
the United States Supreme Court to follow the language of the
statute.  If results would dictate changing the terms, a Court
would be empowered to reduce the fees of a professional in an
unsuccessful sale or case, and Section 328 is expressly written to
preclude such action.

"Although the Court is convinced of the worth of Houlihan to this
case," Judge Hale continues, "such arguments do not allow for a
departure from the previously approved compensation scheme.  As
taught by the Fifth Circuit, the bankruptcy court must honor the
plain meaning of Section 328.  The successful auction process was
not only capable of being anticipated, it was the hope and desire
of the professionals for the Debtor."


OGLEBAY NORTON: Wants Court to Reconsider Confirmation Ruling
-------------------------------------------------------------
As previously reported in the Troubled Company Reporter, the
Honorable Joel B. Rosenthal of the U.S. Bankruptcy Court for the
District of Delaware refused to confirm the chapter 11 plan of
reorganization proposed by Oglebay Norton Co. and its debtor-
affiliates.  The judge rejected the Debtors' proposal for generic
"pass-through" treatment for the asbestos and silica tort claims,
rather than a concrete, supportable proposal to resolve and pay
those claims.

Rather than scrap the plan and start the plan and disclosure
statement process again from scratch, the Debtors now ask Judge
Rosenthal to reconsider his earlier ruling.  The Company says it
can show that the plan does not impair asbestos and silica
claimants and is prepared to parade that evidence before the
Court.  

The Debtors will bring their Motion for Reconsideration before
Judge Rosenthal on Oct. 28, 2004.  

Judge Rosenthal will also review a request by a group representing
13,000 people alleging injury from exposure to asbestos-containing
products and 480 individuals alleging injury from exposure to
silica products that the Bankruptcy Court direct the U.S. Trustee
to appoint an official tort claimants' committee Oglebay's cases.  
The group says the Official Committee of Unsecured Creditors does
not adequately represent the interests of the 96,000 claimants the
Debtors know about to date.  Judge Rosenthal denied an earlier bid
by these tort claimants for an official committee on Aug. 24,
2004. The group hopes that Judge Rosenthal's decision to deny
confirmation of the company's chapter 11 plan will inspire a
different ruling this time around. The group says that insurance
information and the company's ability to pay tort claims in the
future is critical to understanding whether any future plan is or
isn't a good deal.  

Headquartered in Cleveland, Ohio, Oglebay Norton Company, mines,
processes, transports and markets industrial minerals for a broad
range of applications in the building materials, environmental,
energy and industrial market. The Company and its debtor-
affiliates filed for chapter 11 protection on February 23, 2004
(Bankr. D. Del. Case Nos. 04-10559 through 04-10560). Daniel J.
DeFranceschi, Esq., at Richards, Layton & Finger represents the
Debtors in their restructuring efforts. When the Debtor filed for
protection from its creditors, it listed $650,307,959 in total
assets and $561,274,523 in total debts.


OMEGA HEALTHCARE: Paying $0.19 Common Stock Dividend in 3rd Qtr.
----------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) said its Board of
Directors declared a common stock dividend of $0.19 per share, a
$0.01 increase over the prior quarter, and announced the release
date of the Company's third quarter results and earnings call.

                        Common Dividends

The Company's Board of Directors announced a common stock dividend
of $0.19 per share, to be paid Nov. 15, 2004 to common
stockholders of record on Oct. 29, 2004. At the date of this
release the Company had approximately 46.6 million common shares
outstanding.

                       Preferred Dividends
   
The Company's Board of Directors also declared its regular
quarterly dividends for all classes of preferred stock to
preferred stockholders of record on Oct. 29, 2004. Series B and
Series D preferred stockholders of record on Oct. 29, 2004 will be
paid dividends in the amount of $0.53906 and $0.52344, per
preferred share, respectively, on Nov. 15, 2004. The liquidation
preference for each of the Company's Series B and D preferred
stock is $25.00. Regular quarterly preferred dividends for both
series B and D represent dividends for the period Aug. 1, 2004,
through October 31, 2004.

                   Third Quarter Earnings Call

The Company scheduled to release its earnings results for the
quarter ended Sept. 30, 2004, on Tuesday, Oct. 26, 2004. In
conjunction with its release, the Company will be conducting a
conference call on Oct. 26, 2004, at 10 a.m. EDT to review its
third quarter 2004 results and current developments.

To listen to the conference call via webcast, log on to
http://www.omegahealthcare.com/and click the "earnings call" icon  
on the Company's homepage. Webcast replays of the call will be
available on the Company's website for at least two weeks
following the call. Additionally, a copy of the earnings release
will be available on the "news releases" section of the Company's
website.

                        About the Company

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

                          *     *     *

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


OSBORN FARMS: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Osborn Farms, LLC
        P.O. Box 6193
        Saint Joseph, Louisiana 71366

Bankruptcy Case No.: 04-32580

Type of Business: Promoting a "building friendships through
                  hunting" motto, the Debtor operates a
                  deer and duck hunting ground.  See
                  http://www.osbornfarms.com/

Chapter 11 Petition Date: October 13, 2004

Court: Western District of Louisiana (Monroe)

Judge: Henley A. Hunter

Debtor's Counsel: Wade N. Kelly, Esq.
                  Robichaux, Mize & Wadsack, LLC
                  1333 Common Street
                  Lake Charles, LA 70601
                  Tel: 337-433-0234
                  Fax: 337-433-127

Total Assets: $1,819,050

Total Debts:  $1,443,000

Debtor's Largest Unsecured Creditor:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Tensas State Bank             Operating loan             $45,000


OWENS CORNING: Dr. Peterson Pegs Asbestos Liability at $18.6 Bil.
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter and Owens
Corning Bankruptcy News, the Honorable John P. Fullam, Sr., the
U.S. District Court judge overseeing parts of Owens Corning's
chapter 11 proceeding, will hold an initial hearing on Jan. 13,
2005, to determine whether the $16 billion value ascribed to the
company's liability for asbestos-related personal injury claims is
too high, on the mark or too low.

Dr. Mark A. Peterson, the Official Committee of Asbestos
Claimants' asbestos claims valuation expert opines that, as of
October 5, 2000 (the date Owens Corning filed for chapter 11
protection:

    * the present value of Owens Corning's liability for present
      and future asbestos-related bodily injury claims is $11.1
      billion; and

    * the present value of Fibreboard's liability for present and
      future asbestos-related bodily injury claims is
      $7.7 billion.

Owens Corning, with the support of its asbestos claimant
constituencies and some creditors, has proposed a chapter 11 plan
premised on a $16 billion valuation for asbestos-related claims.  
It appears that the Official Committee of Asbestos Claimants will
now argue that the $16 billion number is a painful compromise of
the real $18.6 billion liability.  The holders of Owens Corning's
bank debt vehemently oppose these numbers equal to multiples of
Owens Corning's asset base.  

Dr. Peterson brings 20 years of mass tort litigation experience,
having served as an expert or consultant to tort claimants'
committees for The Babcock & Wilcox Company, Pittsburgh Corning
Corporation, Armstrong World Industries Inc., Burns & Roe
Enterprises Inc., G-I Holdings Inc., W.R. Grace & Company, United
States Gypsum Corporation, Dow Corning, Raytech Corporation,
Fuller Austin Insulation Company Inc., H.K. Porter Company Inc.,
and six other Chapter 11 restructurings. In addition, he has also
rendered consultancy services to the Manville Personal Injury,
Eagle Picher, Celotex and H.K. Porter Asbestos Trusts and other
claims resolution settlement trusts.  Through his firm, Legal
Analysis Systems, Dr. Peterson commands $600 an hour for his
services.  

Laura S. Welch, M.D,, FACP, FACOEM, Loreto T. Tersigni, CPA, CFE,
and Samuel P. Hammar, M.D., round out the Asbestos Claimants' team
of experts.

              CSFB Says The Total's Much Lower

Credit Suisse First Boston, as Agent for Owens Corning's
prepetition lending consortium, intends to argue that the value of
Owens Corning's asbestos-related liability is a fraction of what
Dr. Peterson thinks.  CSFB has retained Dr. Frederick C. Dunbar as
its asbestos claims valuation expert.  Dr. Dunbar is Senior Vice
President at National Economic Research Associates, Inc., and has
been involved in estimating mass tort liability in Combustion
Engineering, Inc., The Babcock & Wilcox Company, et al., National
Gypsum Company, Robert A. Falise, et al., v. The American Tobacco
Company, et al., Pacific Gas & Electric Company, Johns-Manville
Corporation and Dow Corning Corporation.  

Dr. Dunbar is prepared to testify that Owens Corning's present and
future asbestos-related liability is in the range of $1.8 to $2.2
billion.  

CSFB has also retained Prof. Lester Brickman, Dr. Lee Sider,
Hans Weill, M.D., Andrew Churg, M.D., Ph.D., James Hass and Dr.
Francine Rabinovitz, and Dr. Joseph N. Gitlin as experts.  

The initial asbestos claims estimation hearing in Owens Corning's
cases before Judge Fullam will be held on Jan. 13, at 10:00 a.m.,
in Courtroom 15A at 601 Market Street in Philadelphia.

Judge Fullam has indicated that, at this juncture, the historical
data available from Owens Corning's and Fibreboard's asbestos
claims databases and the parties' experience in other asbestos-
related litigation and restructurings, viewed in light of the
expert testimony to be presented by the parties at the Jan. 13
hearing "should probably suffice for Claims Estimation purposes."  
If by the end of the Jan. 13 hearing Judge Fullam thinks he needs
more information, he'll ask for it at that time.

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


OWENS CORNING: Wants Until June 2005 to Decide on Leases
--------------------------------------------------------
Pursuant to Section 365(d)(4) of the Bankruptcy Code, Owens
Corning and its debtor-affiliates ask the U.S. Bankruptcy Court
for the District of Delaware to extend the time within which to
assume, assume and assign, or reject their Unexpired Leases,
through and including June 4, 2005.  Lessors may ask the Court to
shorten the Extension Period and specify a period of time in which
the Debtors must determine whether to assume, assume and assign,
or reject an Unexpired Lease.

Jeremy Ryan, Esq., at Saul Ewing, LLP, in Wilmington, Delaware,
relates that the Debtors have made substantial and consistent
progress in evaluating 347 unexpired non-residential real property
leases.  As of October 11, 2004, the Debtors rejected 75 leases
and assumed, or assumed and assigned, 22 others.  Taking into
account the 81 leases that have expired postpetition, the Debtors
are party to 169 prepetition nonresidential real property leases.  
According to Mr. Ryan, most of the Unexpired Leases are for spaces
used by the Debtors for conducting the production, warehousing,
distribution, sales, sourcing, accounting and general
administrative functions that comprise the Debtors' businesses,
and are important assets of the Debtors' estates.  The Unexpired
Leases, thus, are critical to the Debtors' continued operations as
they seek to reorganize.

Mr. Ryan advises the Court that given the size and complexity of
the Debtors' portfolio of unexpired leases, the Debtors should not
at this time be compelled to assume substantial, long-term
liabilities under the Unexpired Leases, or forfeit benefits
associated with some leases.  The Unexpired Leases create
potential administrative expense claims.  Assumption of the leases
at this point is detrimental to the Debtors' ability to preserve
the going concern value of their business for the benefit of their
creditors and other parties-in-interest.

Assumption or rejection decisions are an integral part of the
reorganization process and should be dealt with globally through
the plan confirmation process.  Although it is unclear when the
Debtors will obtain the critical final approvals of their
disclosure statement and voting procedures necessary to solicit
acceptances of their plan, the Debtors nevertheless have made good
faith progress towards emergence from bankruptcy.  Recently,
District Court Judge Fullam approved the substantive consolidation
of the Debtors' estates, which is an integral element of the
Debtors' proposed plan.  Moreover, a hearing on asbestos
estimation is scheduled for January 13, 2005, before Judge Fullam.

To address assumption or rejection decisions at this point prior
to plan confirmation would compel the Debtors to make premature
decisions as to their leases, and would cause the Debtors to run
the risks, regarding the assumption of substantial long-term
liabilities or the forfeiture of favorable leases.  It may also
foreclose the Debtors or other parties from pursuing plan
modifications or alternative plan structures that rely on
different dispositions of some or all of the Unexpired Leases than
is presently contemplated.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass  
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom
represents the Debtors in their restructuring efforts.  At
June 30, 2004, the Company's balance sheet shows $7.3 billion in
assets and a $4.3 billion stockholders' deficit. (Owens Corning
Bankruptcy News, Issue No. 85; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


PENN NATIONAL: Racing Commission Grants Unconditional License
-------------------------------------------------------------
The Maine Harness Racing Commission has granted Penn National
Gaming, Inc. (Nasdaq: PENN) an unconditional racing license for
Bangor Historic Track for the 2004 racing season. The annual
license represents the completion of the first regulatory approval
necessary for Penn National to proceed with its proposed $74
million development project at the track including the
construction of the State's first and only gaming facility where
Penn National intends to place approximately 1,500 slot machines.

The five-person Racing Commission voted 4-1 to grant the license
late last week after reviewing the background investigation
reports on the Pennsylvania-based public company and the company's
application. Penn National is submitting its licensing application
to the State's Gambling Control Board and anticipates that its
application may be reviewed at the Board's October 28 meeting.
Contingent on Gambling Control Board approval, renewal of the
racing license, and the required licensing of machine
manufacturers and distributors, Penn National expects to conduct a
Spring 2005 ground breaking for the new and upgraded facilities
and anticipates a mid-2006 opening.

Responding to the action taken by the Maine Harness Racing
Commission, Peter M. Carlino, chief executive officer of Penn
National, said, "We are delighted to move forward with this
important project. With our development plans, Bangor Historic
Track will provide exciting entertainment to patrons and
represents an enormous opportunity for the local economy. As our
30 years of industry experience has demonstrated, our pari-mutuel
and gaming facilities create important sources of revenue, jobs
and other economic benefits for the regions in which they are
located."

During the first quarter of 2004 Penn National was awarded a
conditional harness racing license in Maine for Bangor Historic
Track, Inc. which operates harness racing at the city-owned track
at Bass Park in Bangor, Maine. Last fall, local voters approved a
referendum allowing slot machines at the Bangor facility, and both
houses of the legislature subsequently passed supplemental
legislation that provides for additional regulation and taxation.

Penn National Gaming, Inc. (Nasdaq: PENN) (S&P, BB- Corporate
Credit Rating, Stable) owns and operates: Hollywood Casino
properties located in Aurora, Illinois, and Tunica, Mississippi;
Charles Town Races & Slots(TM) in Charles Town, West Virginia; two
Mississippi casinos, the Casino Magic - Bay St. Louis hotel,
casino, golf resort and marina in Bay St. Louis and the Boomtown
Biloxi casino in Biloxi; the Casino Rouge, a riverboat gaming
facility in Baton Rouge, Louisiana and the Bullwhackers casino
properties in Black Hawk, Colorado. Penn National currently
operates two racetracks and eleven off-track wagering facilities
in Pennsylvania; the racetrack at Charles Town Races & Slots in
West Virginia; the racetrack at Bangor Raceway in Bangor, Maine,
and a 50% interest in the Pennwood Racing Inc. joint venture which
owns and operates Freehold Raceway in New Jersey; and operates
Casino Rama, a gaming facility located approximately 90 miles
north of Toronto, Canada, pursuant to a management contract.


POLYMER HOLDINGS: Moody's Junks $200M Senior Subordinated Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Polymer
Holdings LLC's proposed senior discount notes due 2014 and
affirmed the B1 rating on KRATON Polymer LLC's senior secured
credit facility.  Moody's lowered the rating on Kraton's 8.125%
senior subordinated notes to Caa1 from B3.  Moody's also lowered
the senior implied rating to B2 from B1 and assigned this rating
at the Polymer level.  Polymer was also assigned a Caa2 senior
unsecured issuer rating.  The rating outlook remains stable.

The downgrades consider the substantial increase in Polymer's raw
material costs and their effect on cash flow support for the high
level of debt that resulted from Texas Pacific Group's and J.P.
Morgan Partners' (the sponsors) purchase of Kraton in December of
2003.  While benefiting the banks in terms of debt reduction, the
new discount notes at Polymer reflect the need on the part of the
company for both covenant relief on the bank credit facilities at
Kraton and a reduction in the intermediate term cash interest
burden of some $3.7 million annually.  Polymer's new discount
notes will allow for a $76 million reduction in the bank group
outstandings, from $342 million to $266 million.  The ratings also
recognize that pro forma credit metrics, which were weak for the
ratings category, have gotten weaker than anticipated and have
precipitated a need to amend bank covenants and restructure debt.  
In light of the anticipated success of the restructuring and the
fact that Moody's derives comfort from the company's leading
global market position in styrenic block copolymers -- SBCs, the
rating outlook is stable.  These summarizes the ratings activity:

Ratings assigned:

   -- Polymer Holdings LLC.

     * Senior implied - B2
     * Senior unsecured issuer rating -- Caa2
     * Senior Discount Notes due 2014 -- Caa2

Ratings lowered:

   -- KRATON Polymers LLC

     * Guaranteed senior subordinated notes, $200 million due 2013
       (co-borrower is KRATON Polymers Capital Corporation) -- to
       Caa1 from B3

Ratings affirmed:

   -- KRATON Polymers LLC

     * Guaranteed senior secured revolver, $60 million due 2008
       -- B1

     * Guaranteed senior secured term loan, $342 million due 2010
       -- B1

The ratings continue to reflect Polymer's product concentration in
SBCs, though this concern is offset by the multiple grades of SBCs
offered.  Still, the availability of substitutes, increased Asian
competition for lower-quality SBCs, and especially the cyclical
nature of its commodity raw material feedstocks remain key
concerns.  The ratings actions consider the deterioration in 2004
operating performance (that began in 2003) due to elevated
feedstock prices.  In 2003, the costs for butadiene and styrene
increased by 46% and 21%, respectively, due to rising crude oil
prices and tight supply and demand conditions in the market place.  
Prices for styrene, butadiene and isoprene increased by
approximately 30%, 10% and 10%, respectively, during the first six
months of 2004, and prices have continued to increase during the
second half of 2004.  These raw materials (styrene, butadiene and
isoprene) together represented approximately 80% of Polymer's
total raw material purchases volume and approximately 40% of the
total cost of goods sold in 2003.

The ratings also consider that Polymer's operating performance has
been negatively impacted by increased feedstock costs.  Moody's
expects EBITDA (adjusted for inventory writeups) to decline to
$79 million for the LTM ending September 30, 2004 versus
$94 million in 2003, as higher raw material costs offset improved
volumes.  Moody's also notes that a U.S. supply contract with
Shell for butadiene and styrene expires in 2005.  Moody's expects
Polymer to re-new these contracts.  However, it is uncertain if
the contract terms will be as favorable as those in the original
contracts.

The ratings incorporate Polymer's high pro forma leverage with
Moody's estimate of free cash flow/ total debt to be 2.5% at the
end of 2004.  Moody's estimates that total debt to EBITDA could
approach the high six times level over the next twelve to eighteen
months.  Moody's notes that the proposed senior discount note
transaction will serve to improve the lot of the secured bank debt
by reducing the term loan from $342 million to $266 million.
Moody's projects unadjusted EBITDA to total interest expense to be
slightly above two times over the intermediate term.

The ratings are supported by the company's leading market share in
the more complex and higher margin HSBC's (KRATON G) products,
strong brand recognition, and its ability to expand sales volumes
despite weak economic conditions.  The ratings also reflect the
economic benefits associated with the existing raw material
purchase agreements with Shell, modest maintenance capital
expenditure requirements, the diversity of the company's customer
base and barriers to entry, which include long-standing customer
relationships, some product customization, and manufacturing
expertise in producing significant volumes of HSBC's.  The limited
availability of isoprene also serves as a barrier to entry.

Polymer has a favorable pro forma debt maturity profile with term
loan amortization of only $3 million per year for the next six
years.  After completion of the transaction, the company will have
cash of $36 million and revolver availability of $60 million.

The stable outlook reflects Moody's expectation that Polymer will
maintain or increase the current volume of business, and that
near-term credit metrics will remain relatively stable or improve
somewhat.  The ratings could be lowered if the company's operating
performance deteriorates further as a result of further
significant increases in raw material prices.  If EBITDA margins
were to fall to 5% or if free cash flow turns negative, or if
flexibility under the covenants is less than anticipated the
ratings could also be lowered.  The ratings could be raised if the
company improves its operating performance through product price
increases that allow for the full pass through of higher raw
material costs.  Credit metrics supporting a stronger rating would
include a total debt/ EBITDA ratio of 5 times or lower and free
cash flow to total debt of greater than 5%, while maintaining a
conservative stance towards acquisitions and dividends.

The notching of the senior secured credit facility (rated B1) at
one level above the senior implied reflects the decreasing portion
of secured bank debt in the debt structure (53% assuming a full
draw under the revolver) and Moody's belief that in a distressed
situation, the collateral will cover amounts outstanding under the
credit facilities.  Moody's does note, however, that a material
portion of the company's assets reside outside of North America.
Kraton's obligations under the credit facilities are guaranteed by
the parent Polymer and by domestic subsidiaries.  The credit
facility is secured by substantially all of the tangible and
intangible assets of the borrower and its guarantors, as well as a
100% pledge of stock in domestic subsidiaries and a 65% pledge of
stock in international subsidiaries.  The lenders' position is
further supported by an excess cash flow sweep provision and
limitations on acquisitions and capital expenditures.

The notching of the senior unsecured subordinated notes (rated
Caa1), two levels below the senior implied, reflects their
contractual subordination to a significant amount of secured debt.
The notes will be guaranteed by the company's domestic
subsidiaries.

The notching of the holding company, Polymer, senior discount
notes (rated Caa2) reflects their structurally subordinate
position in the organizational structure.

Polymer is the world's leading producer of SBCs with 30% of global
capacity.  SBCs impart favorable properties when integrated with
other materials and typically represent a small portion of a
customer's bill of materials.  Within SBCs, the company has two
primary product classes: USBCs (KRATON D) and HSBCs (KRATON G).
KRATON D (65% of 2003 revenue) is more commodity-like and is
primarily used in adhesive, road, and roofing applications. KRATON
G (35% of 2003 revenue) is more difficult to manufacture and is
primarily used in compounds and polymer systems (CAPS), and
adhesives and sealants.  The company operates six global
manufacturing facilities (the Japanese facility is operated as a
50% joint venture).

Polymer Holdings LLC, headquartered in Houston, Texas, is a
leading global producer of styrenic block copolymers, or SBCs,
which are synthetic elastomers used in industrial and consumer
applications to impart favorable product characteristics such as
flexibility, resilience, strength, durability and processability.  
The company generated revenues of $735 million for the LTM ended
June 30, 2004.


PORTOLA PACKAGING: S&P Slices Corporate Credit Rating to 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Portola
Packaging Inc.  The corporate credit rating was lowered to 'B'
from 'B+'.  At the same time, Standard & Poor's placed all ratings
on CreditWatch with negative implications.

San Jose, California-based Portola had approximately $193 million
of total debt outstanding at May 31, 2004.

"The downgrade and CreditWatch listing reflect concerns regarding
the continuation of Portola's weaker-than-expected operating
performance during fiscal 2004 because of intensified competition
in certain segments of the domestic closures market, lower sales
in the Tech Industries business, and increased raw-material costs,
namely low-density polyethylene resin," said Standard & Poor's
credit analyst Franco DiMartino.

Portola's liquidity position is currently limited and could weaken
further during upcoming quarters as a result of unabated
competitive pressures and continued increases in plastic resin
prices due to rising crude oil costs and still-elevated natural
gas costs.  Additionally, the company's subpar credit measures
could experience further deterioration as operating cash
generation during fiscal 2004 is below capital spending and cash
interest requirements.

The CreditWatch will be resolved following a review of operating
results in the fiscal fourth quarter, which is traditionally the
company's strongest quarter, and an assessment of Portola's
ability to preserve liquidity and restore credit quality.
Continued access to the company's $50 million revolving credit
facility is a key rating consideration in light of Portola's low
cash balance and significant near-term operating challenges.  
Accordingly, the ratings could be lowered again if liquidity
deteriorates further or if the company is unable to solidify its
financial profile through an operating turnaround.


PENN TRAFFIC: Postpones Today's Disclosure Statement Hearing
------------------------------------------------------------
The Penn Traffic Company (OTC: PNFTQ.PK) is continuing to explore
the multiple compelling proposals for a sale-leaseback transaction
it has received involving most of its owned stores and
distribution center properties. If consummated, the proposed sale-
leaseback transaction could result in substantial additional
funding to the Company. Accordingly, the Company is postponing the
Oct. 21, 2004 hearing to approve the Disclosure Statement for its
proposed Plan of Reorganization to a date to be announced.

Penn Traffic would use the cash received from the proposed sale-
leaseback transaction, in part, to repay all of its senior secured
bank debt in full, to invest in continuing to modernize and
enhance its store base, and for other working capital needs. The
sale-leaseback proposals received by Penn Traffic are non-binding
indications of interest and any definitive transaction remains
subject to execution of binding agreements and other customary
conditions, including approval of the U.S. Bankruptcy Court for
the Southern District of New York.

Penn Traffic filed its Plan of Reorganization with the U.S.
Bankruptcy Court for the Southern District of New York on Aug. 20,
2004, and a hearing to approve the Disclosure Statement for that
Plan was originally scheduled for Sept. 23, 2004, but was
rescheduled by the Company to Oct. 21st after it had received
multiple attractive sale-leaseback proposals. The previously filed
Plan of Reorganization contemplated that reorganized Penn Traffic
would emerge from chapter 11 with approximately $55 million of
senior secured bank debt and approximately $50 million of undrawn
availability under its proposed working capital revolving credit
facility.

In light of the progress made to date on the potential sale-
leaseback transaction and the significant change it would have on
Penn Traffic's capital structure upon emergence from chapter 11,
the Company has decided to postpone the Oct. 21st Disclosure
Statement hearing to give it more time to pursue entering into a
binding sale-leaseback agreement within the next few weeks,
subject to bankruptcy court approval. In that event, the Company
will file an amended Plan of Reorganization that would include a
detailed description of the sale-leaseback transaction and the
resulting adjustments to Penn Traffic's capital structure. Penn
Traffic's Creditors' Committee, as well as its senior secured bank
lenders, have informed the Company that they support the
postponement of the Disclosure Statement hearing and the continued
pursuit of the sale-leaseback proposals.

Robert Chapman, President and CEO of Penn Traffic, said: "The
proposed sale-leaseback transaction offers many potential benefits
to the Company that require continued review and due
consideration. The proposals on the table would unlock the
intrinsic value in the Company's real estate assets, eliminate the
need for any long term debt upon the Company's emergence from
bankruptcy and significantly enhance our liquidity, which will in
turn enhance our ability to compete in our core markets. Because
of these benefits, the Company, with the support of its banks and
creditors committee, has decided to postpone this week's
bankruptcy court hearing to continue to explore these very
compelling proposals. We remain fully committed to the successful
restructuring of Penn Traffic on a timely basis."

Headquartered in Rye, New York, Penn Traffic Company distributes
through retail and wholesale outlets. The Group through its
supermarkets carries on the retail and wholesale distribution of
food, franchise supermarkets and independent wholesale accounts.
The Company filed for chapter 11 protection on May 30, 2003
(Bankr. S.D.N.Y. Case No. 03-22945). Kelley Ann Cornish, Esq., at
Paul Weiss Rifkind Wharton & Garrison, represent the Debtors in
their restructuring efforts. When the grocer filed for protection
from their creditors, they listed $736,532,614 in total assets and
$736,532,610 in total debts.


QWEST COMMS: To Release 3rd Quarter Financial Results on Nov. 4
---------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q - News) will
release third quarter 2004 earnings and operational highlights on
Thursday, Nov. 4, 2004, at approximately 7:00 a.m. EST.

Qwest will host a conference call Nov. 4, 2004, at 9:00 a.m. EST.
This call will feature Richard C. Notebaert, chairman and CEO, and
Oren G. Shaffer, vice chairman and CFO, who will jointly provide
the company's perspective on third-quarter results.

You can also access a live audio webcast or a replay of the
webcast at http://www.qwest/com/about/investor/meetings(Windows  
Media Player or RealPlayer software is needed to listen to the
webcast).

                           About Qwest

Qwest Communications International, Inc., (NYSE:Q) is a leading
provider of voice, video and data services. With more than 40,000
employees, Qwest is committed to the "Spirit of Service" and
providing world-class services that exceed customers' expectations
for quality, value and reliability. For more information, visit
the Qwest Web site at http://www.qwest.com/  

Qwest's June 30, 2004, balance sheet shows a stockholders' deficit
totaling $1,909,000,000 -- swelling 53% from the $1,251,000,000
shareholder deficit reported at March 31, 2004.


RAMP CORP: Modifies 54.6 Million Warrants to Reduce $982K Debt
--------------------------------------------------------------
Ramp Corporation (Amex: RCO) has entered into a number of
financial transactions with its existing convertible note holders,
the result of which was a reduction in debt of $982,000 and an
additional capital infusion to Ramp of $250,000. To effect these
transactions and to induce the note holders to exercise their
warrants, an aggregate of 54.6 million warrants were modified from
exercise prices ranging from $0.11 to $0.40, to an exercise price
of $0.0325 per share. Ramp, through its wholly-owned HealthRamp
subsidiary, markets CareGiver, a comprehensive solution for the
long term care industry that allows facility staff to easily place
orders for drugs, treatments and supplies from a wireless handheld
PDA or desktop Internet web browser.

"The exercise of these warrants helps to reduce our debt and aids
us in our financial restructuring. We are working towards
improving the financial position of Ramp, which we believe will
significantly improve our overall business development efforts and
business prospects," stated Ramp CEO and President, Andrew Brown.

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

                          *     *     *

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 14, 2004,
Ramp Corporation said it has experienced substantial recurring
losses to date which raise substantial doubt about its ability to
continue as a going concern.

At June 30, 2004, the Company had a working capital deficit of
$7,375,000. Management continues to pursue fund-raising
activities, including private placements, to continue to fund the
Company's operations until such time as revenues are sufficient to
support operations. There can be no assurances that additional
funds will be raised or that the Company will ever be profitable.

Ramp has reported net losses of $31,321,000, $9,014,000 and
$10,636,000 for the years ended Dec. 31, 2003, 2002 and 2001,
respectively, and $15,955,000 for the six months ended June 30,
2004.

At June 30, 2004, the Company had an accumulated deficit of
$87,482,000. The Company relies on investments and financings to
provide working capital. While management believes the Company can
continue to sell its securities to raise the cash needed to
continue operating until cash flow from operations can support its
business, there can be no assurance that this will occur. There
can be no assurance that additional investments in Ramp's
securities or other debt or equity financings will be available to
it on favorable terms, or at all, to adequately support the
development and deployment of its technology. Failure to obtain
such capital on a timely basis could result in lost business
opportunities.

Ramp's independent accountants have advised management and the
Audit Committee that there were material weaknesses in Ramp's
internal controls and procedures during fiscal year 2003, which
management believes have continued through the fiscal period ended
June 30, 2004. The Company has taken steps and has a plan to
correct the material weaknesses. Progress was made in both the
first and second quarters, however management believes that if
these material weaknesses are not corrected, a potential
misapplication of generally accepted accounting principles or
potential accounting error in the Company's consolidated financial
statements could occur. Enhancing its internal controls to correct
the material weaknesses has, and will, result in increased costs
to the Company.


RCN CORP: Elects to Acquire Remaining 50% D.C. Stake from Pepco
---------------------------------------------------------------
RCN Corporation's subsidiary, RCN Telecom Services of Washington
D.C., Inc., has elected to acquire the remaining 50% stake in its
Washington, D.C. market for $29 million from Pepco Communications.

Upon completion of the purchase, RCN will obtain full ownership
and control of the approximately 48,000 customers and 180,000
marketable homes in the greater Washington, D.C. area. The Company
expects to complete the transaction before the end of the year.
Under a right of first refusal provision in the operating
agreement with Pepco Communications, a wholly owned affiliate of
Potomac Electric Power Company, RCN elected to match a third
party's offer to purchase the remaining 50% interest owned by
Pepco Communications.

RCN and Pepco Communications launched service in its Washington,
D.C. market in the summer of 1999, and today its state-of-the-art
fiber optic network serves residents in downtown Washington, the
Maryland communities of Bethesda, Chevy Chase, Gaithersburg,
Silver Spring, and Takoma Park, as well as Falls Church, Virginia.
The service offers customers "triple play" bundled packages of
digital cable television, local and long distance phone, and high
speed Internet, all with the convenience and value of a single
provider and a single monthly bill. Recent product launches
include High Definition Television, Video on Demand, as well as
Subscription Video on Demand service with several premium
channels. RCN plans to roll out a higher speed cable modem and
Digital Video Recorders in all its markets, including Washington,
D.C., over the next several months.

"This is an important strategic move for us. We will now have full
control of our operations and state-of-the-art network in one of
the country's most important markets as we continue to roll out
more products and services to our customers," said Chairman and
CEO David C. McCourt. "We remain committed to this market and look
forward to continuing to develop our relationship with our
customers and the local communities throughout the Washington
metro area."

Headquartered in Princeton, New Jersey, RCN Corporation --  
http://www.rcn.com/-- provides bundled Telecommunications   
services.  The Company, along with its affiliates, filed for  
chapter 11 protection (Bankr. S.D.N.Y. Case No. 04-13638) on  
May 27, 2004.  Frederick D. Morris, Esq., and Jay M. Goffman,  
Esq., at Skadden Arps Slate Meagher & Flom LLP, represent the  
Debtors in their restructuring efforts.  When the Debtors filed  
for protection from their creditors, they listed $1,486,782,000 in
assets and $1,820,323,000 in liabilities.


RCN CORP: Wants to Assign Leases to Advance Magazine
----------------------------------------------------
RCN Corporation and its debtor-affiliates seek the Court's
authority to enter into a Partial Assignment of Lease and
Assignment of Subleases Agreement among RCN Corporation, RCN
Telecom Services, Inc., and Advance Magazine Publishers, Inc.

             The Master Lease Agreement and Guaranty

RCN Telecom's predecessor-in-interest and Advance Magazine  
entered into a master lease dated May 9, 2000, wherein  
Advance Magazine leased to RCN Telecom nine entire floors and  
other areas in the building located at 825 Third Avenue in New  
York City.  The Master Lease expires on June 30, 2015.  RCN  
executed a guaranty in favor of Advance Magazine of certain of  
RCN Telecom's obligations under the Master Lease.

Shortly after executing the Master Lease, RCN and its affiliates  
realized that their operations did not require all nine floors of  
the Building and subleased a substantial portion of the Original  
Premises to third parties.

Specifically, RCN Telecom subleased a portion of the Original
Premises to:

   * CDC IXIS Financial Guaranty Services, Inc., pursuant to an
     Agreement of Sublease dated March 22, 2001,

   * Morgan Stanley D.W., Inc., pursuant to an Agreement of
     Sublease dated October 4, 2001, and

   * Joke Vision, LLC, pursuant to an Agreement of Sublease dated
     July 24, 2003.

RCN Telecom continues to occupy a small portion of the Original  
Premises and anticipates continuing to do so for some period in  
the future.

                 Partial Assignment of Lease and  
                Assignment of Subleases Agreement

RCN Corp. and RCN Telecom do not believe that they will have any  
use for most of the Original Premises as part of their future  
business plains.  Although subtenants currently occupy most of  
the leased space, the subleases will expire prior to the  
expiration of the Master Lease.

Accordingly, the Master Lease and Guaranty could give rise to  
significant contingent liabilities against RCN Telecom and RCN  
Corp.'s bankruptcy estate, as the long term real estate market  
and their resultant ability to continue to sublease most of the  
Original Premises through 2015, is highly unpredictable.

D. Jansing Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom,  
LLP, in New York, tells the Court that the Debtors would receive  
a significant benefit if they relieve themselves of the  
contingent obligations, exit the real property leasing business,  
and extract themselves from most of their obligations under the  
Master Lease and Guaranty.  To that end, RCN and RCN Telecom  
commenced negotiations with Advance Magazine regarding an  
agreement that would allow them to achieve these goals.

                          The Agreement

After arm's-length, good faith negotiations, RCN Corp., RCN  
Telecom and Advance Magazine executed an agreement, which  
provides that:

   (a) RCN Telecom will assign, transfer and convey to Advance
       Magazine:

       * all of RCN Telecom's right, title, interest and
         obligations, as tenant under the Master Lease, with
         respect to each of the CDC, Morgan and Joke Vision
         Premises; and

       * all of RCN Telecom's right, title, interest and
         obligations, as sublessor in, to and under each of the
         CDC, Morgan and Joke Vision Subleases,

       together with the security deposits, if any, held pursuant
       to the CDC Sublease and the Joke Vision Sublease.

   (b) Advance Magazine will assume RCN Telecom's obligations
       under the Assigned Interests.

   (c) Advance Magazine will release RCN Corp. and RCN Telecom
       from certain liabilities and obligations arising from or
       relating to the Assigned Interests, including RCN Corp.
       and its estate's obligations with respect to the Guaranty,
       provided that RCN Telecom does not file a bankruptcy
       petition or similar proceeding within 90 days of the final
       Bankruptcy Court approval of the Agreement.

   (d) RCN Telecom will:

       * allow Advance Magazine to retain a letter of credit for
         $1.7 million previously delivered by RCN Telecom to
         Advance Magazine as security for performance of RCN
         Telecom's obligations under the Master Lease; and

       * pay $179,013 to Advance Magazine.

Mr. Baker points out that the Agreement provides the Debtors with  
a substantial benefit, as it relieves RCN Corp. and RCN Telecom  
from significant contingent liabilities that could arise from  
their long term obligations under the Master Lease and Guaranty.   
The remaining term of the Master Lease calls for rent obligations  
of more than $60 million in excess of the anticipated revenue  
from the Subleases.  This contingent liability, therefore, far  
exceeds the consideration provided to Advance Magazine under the  
Agreement.  In RCN Corp.'s and RCN Telecom's reasonable business  
judgment, this consideration constitutes fair, adequate and  
reasonable equivalent value and should be approved.

"Assigning the respective Assigned Subleases is an important step  
in the RCN Telecom's and the Debtors' restructuring process, as  
it relieves them of a significant contingent liability under the  
Master Lease and Guaranty, and provides an exit from the real  
estate leasing business," Mr. Baker says.

Moreover, the modifications of the Master Lease and Guaranty  
provided in the Agreement are integral aspects of RCN Telecom's  
and RCN's overall restructuring efforts.  Failure to approve the  
Agreement would likely impede the Debtors' efforts to focus on  
their core businesses and effect a successful restructuring.   
Additionally, the uncertainty and cost generated by a failure to  
approve the Agreement will have a negative impact on RCN  
Telecom's and the Debtors' continued operations.

Headquartered in Princeton, New Jersey, RCN Corporation --  
http://www.rcn.com/-- provides bundled Telecommunications   
services.  The Company, along with its affiliates, filed for  
chapter 11 protection (Bankr. S.D.N.Y. Case No. 04-13638) on  
May 27, 2004.  Frederick D. Morris, Esq., and Jay M. Goffman,  
Esq., at Skadden Arps Slate Meagher & Flom LLP, represent the  
Debtors in their restructuring efforts.  When the Debtors filed  
for protection from their creditors, they listed $1,486,782,000 in
assets and $1,820,323,000 in liabilities. (RCN Corp. Bankruptcy
News, Issue No. 13; Bankruptcy Creditors' Service, Inc.,
215/945-7000)    


READY MIXED: Moody's Junks Planned $150M Senior Subordinated Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Ready Mixed
Concrete Company's proposed $150 million senior subordinated
notes, due 2012.  

The ratings primarily reflect:

     (i) the company's high leverage,

    (ii) regional concentration within mid-Atlantic states,

   (iii) continuing acquisition risk, and

    (iv) its limited history operating as a company with over
         $100 million of revenues.

The ratings also incorporate the cyclicality inherent in the
concrete industry, although recognizing that the industry is
currently in a cyclical upturn.  The ratings outlook is stable.
This is the first time Moody's has rated Ready Mixed.

Ratings assigned:

   * $150 million guaranteed senior subordinated notes, due 2012,
     rated Caa1,

   * Senior implied rating of B2

   * Senior unsecured issuer rating of B3

   * Speculative Grade Liquidity rating of SGL-3.

Moody's is not assigning a rating to Ready Mixed's proposed senior
secured credit facility, which consists of a $25 million revolving
credit facility and a $30 million delayed draw term loan, both due
2010.

Audax Private Equity Fund, L.P. plans to acquire Ready Mixed from
its current owners in a transaction valued at $222 million.  More
specifically, RMCC Acquisition Company, an entity formed by Audax,
will merge into the company.  After consummation of the merger,
Audax will own substantially all the equity interests of Ready
Mixed.  Proceeds from the senior subordinated notes and a
$60 million cash equity contribution by Audax will be used to
purchase the equity interests of the existing owners and to
refinance debt.

The ratings reflect:

     (i) Ready Mixed's high leverage with pro forma debt to EBITDA
         of 5.2 times for the LTM ended September 30, 2004 (EBITDA
         includes the full year benefit of the APAC acquisition
         and excludes certain costs the company identifies as non-
         recurring);

    (ii) negative tangible net worth; acquisition risk; and

   (iii) regional concentration that exacerbates exposure to local
         economic conditions and weather.

As a concrete supplier to the residential, commercial and, to a
lesser extent, the public construction markets, the company's
performance is highly sensitive to construction activity and
public spending levels on a regional basis.  The ratings also
consider that the company is not vertically integrated and relies
on local suppliers, some of whom have their own concrete
operations, to supply cement and aggregates, two key raw
materials.  As such, the company's ability to maintain margins
depends on its ability to pass on increases in input costs.  The
ratings are supported by the company's favorable cost structure
that has resulted in a cost per cubic yard of concrete below the
southeastern U.S. regional average.  The ratings also recognize
that the company is a leading supplier in its markets (market
defined as a 10 to 15 mile radius around a Ready Mixed plant
location), and that the cement industry is in a cyclical upturn
with the supply/demand balance very tight in the states in which
the company operates.  The ratings further consider:

     (i) barriers to entry including lengthy zoning and approval
         process,

    (ii) high capital expenditure requirements, and

   (iii) the current cement shortage.  

The fact that the company has no material contingent liabilities
related to pensions or environmental reserves is also supportive
of the ratings.

The stable outlook reflects Moody's expectation that Ready Mixed
will pursue debt-financed acquisitions, which will not materially
deteriorate pro forma credit metrics, and that volumes will
continue to improve as the company benefits from a cyclical upturn
in its commercial end-market, while the residential market should
remain stable.  The stable outlook also assumes that the company
will generate free cash flow (cash from operations less capital
expenditures) to debt of around 5%.  The ratings could be lowered
or outlook revised if the company pursues an acquisition that
increases debt to EBITDA above 6.0 times, if the company
encounters integration problems, or if annual free cash flow is
not positive.  Conversely, the ratings could be upgraded if the
company regionally expands its operations while improving debt to
EBITDA to 4.0 times, and produces free cash flow to debt closer to
10%.

The Caa1 rating for the senior subordinated notes reflects their
contractual subordination to the senior secured credit facility.
The notes will be guaranteed by domestic subsidiaries.  The
indenture will include baskets for additional indebtedness based
on a 2.0x consolidated coverage ratio.  Additionally, restricted
payments will be limited to 50% of consolidated net income.  The
credit facility is secured by a first priority security interest
in substantially all tangible and intangible assets of the
borrower and each of its subsidiaries as well as the capital stock
of the borrower and its subsidiaries.  The delayed draw term loan
may be drawn if pro forma leverage is less than 5.25 times.  
Otherwise, these facilities will be substantially undrawn at the
closing of the transaction.  The lenders' position is further
supported by an excess cash flow sweep and by limitations on
indebtedness, asset sales, dividends, and sale/leaseback
transactions.  Moody's notes that Ready Mixed Concrete Company is
an operating entity that holds all the assets of the company.

Moody's has also assigned Ready Mixed an SGL-3 speculative grade
liquidity rating.  The rating reflects the company's modest pro
forma cash balance and limited free cash flow.  However, the
rating is supported by Moody's expectation that revolving credit
facility availability will exceed $20 million and that the company
will have a favorable debt maturity profile.

Ready Mixed produces ready-mixed concrete for North Carolina,
South Carolina, and southern Virginia (54%, 39%, and 7% of
revenues, respectively).  The company delivered 2.2 million cubic
yards of concrete in 2003.  Approximately 53% of its revenues were
derived from commercial construction companies, 37% from
residential builders, and 7% from departments of transportation
(DOT).  Margins in the residential market are typically higher
than commercial due to smaller purchase quantities and lower
cement content.  The company's asset base consists of 71
manufacturing plants, three rail distribution terminals, 544 mixer
trucks, and 70 hauling vehicles.  Plants are situated to serve
customers in a 10-mile radius.  The company has acquired 19 ready-
mix companies since 1976, with the largest being the Unicon
Concrete acquisition that doubled the size of the company
(completed in December 2002).  The company's acquisition strategy
is to consolidate its existing markets to leverage the advantage
of its transportation infrastructure.  The U.S. ready-mix industry
is highly fragmented.  The top ten producers account for just 18%
of the market, with many smaller producers and larger cement
producers with downstream concrete operations competing primarily
on the basis of price.

The ratings reflect Ready Mixed's high leverage with pro forma
debt increasing to $162 million from $75 million as of September
30, 2004. Moreover, pro forma debt is slightly less than LTM
revenues of $163 million. Based on actual LTM EBITDA of $28
million, pro forma debt to EBITDA was 5.7 times (5.2 times on a
adjusted EBITDA basis). As of September 30, 2004, pro forma debt
to capitalization was 73% and increases to 118% when adjusted for
tangible net worth. Moody's is also concerned that estimated
goodwill of $85 million will challenge the company's ability to
earn an adequate return on assets. The ratings also recognize that
Ready Mixed has generated good average free cash flow of $12
million over the last four fiscal years. However, pro forma
interest expense would have reduced LTM free cash flow to
approximately $4 million from $12 million, which implies a FCF to
pro forma debt of less than 5%.

The ratings derive support from Ready Mixed's favorable cost
structure, which has resulted in the company's cost of concrete
being less than the southeastern U.S. regional average.  The
company believes this favorable cost structure is a function of
centralized purchasing, efficient use of transportation with
access to rail, and flexibility in the use of raw material
substitutes.  The company has also realized efficiencies through
the regional density of its plants, whereby mixer trucks can
deliver concrete from several plants to avoid stressing the
capacity of any one particular plant.  The ratings also garner
support from the company's trade program with Mack, whereby
approximately one-fourth of their fleet is traded every year,
resulting in a 2.4-year average life (3.8 years adjusted for
Unicon) versus the industry average of 7 years.  Additionally,
none of the company's 875 employees are represented under
collective bargaining agreements.  However, the rail and truck
companies that deliver cement are frequently unionized.

Founded in 1935 and headquartered in Raleigh, North Carolina,
Ready Mixed Concrete Company is a leading producer of ready-mixed
concrete for North Carolina, South Carolina, and southern
Virginia.  The company recorded revenues of $163 million for the
LTM ended September 30, 2004.


RELIANCE GROUP: Court Approves $166.5 Million PBGC Settlement
-------------------------------------------------------------
As reported in the Troubled Company Reporter on Oct. 4, 2004, the
Official Unsecured Creditors' Committee and the Official
Unsecured Bank Committee asked Judge Gonzalez to approve a
stipulation to settle the Pension Benefit Guaranty Corporation's
Claims.

The PBGC filed 12 claims against the Reliance Group Holdings,
Inc., Pension Plan and the Reliance Insurance Company Retirement
Plan. The aggregate value of the PBGC Claims was $200,000,000 in
both the Debtors' cases. The PBGC alleged that its Claims were
entitled to administrative or some other priority under the
Bankruptcy Code. If allowed, the PBGC Claims would have exceeded
the Debtors' cash, potentially presenting an insurmountable hurdle
to any reorganization plan for either Debtor.

The Committees disagreed with the PBGC's stance, and objected to
the amounts and priority of the Claims. In response, PBGC
announced that it would take over and terminate the RGH Pension
Plan and asked RGH to enter into an "Agreement for Appointment of
Trustee and Termination of Pension Plan." In support of the
request, the PBGC commenced an action before the United States
District Court for the Southern District of New York. The Action
is still pending.

The continued litigation with the PBGC will delay the Debtors'
reorganization process and cause further erosion of the estate's
assets. Rather than litigate disputes with the PBGC, the
Committees decided to amicably resolve the controversy.

The Stipulation provides that:

    (1) The PBGC will receive an allowed general unsecured claim
        against Reliance Financial Services Corporation's estate
        for $82,500,000;

    (2) The PBGC will receive an allowed general unsecured claim
        against the RGH estate for $81,000,000;

    (3) The PBGC will receive an administrative claim against the
        RFSC estate for $3,000,000. This claim will be payable
        solely from 50% of the first $6,000,000 of future proceeds
        otherwise available for distribution to Reorganized RFSC
        common stockholders under the RGH/RFSC Settlement.

    (4) The PBGC will dismiss the District Court Action and
        withdraw the Plan Objection;

    (5) Certain liabilities imposed by the Employee Retirement
        Income Security Act will be exempted from the releases
        contained in the Chapter 11 Plan the Bank Committee
        proposed for RFSC;

    (6) The PBGC will not assert claims against insurance policies
        that are referenced in the PA Settlement Agreement;

    (7) RGH will execute the Agreement for Appointment of Trustee
        and Termination of Pension Plan. The PBGC will terminate
        the RGH Pension Plan; and

    (8) Although the Debtors are not signatories to the
        Stipulation, it will be binding on the Debtors and their
        estates.

Additionally, the Committees and the estates will not challenge
the validity of the lien filed by the PBGC against the assets of
Reliance Development Group, Inc., a non-debtor affiliate.

The Committees and their professionals have concluded that the
PBGC Stipulation will result in a favorable outcome for the
Debtors' estates and their creditors. While much progress in
these proceedings has been made so far, the PBGC's claims
presented a significant hurdle. The PBGC Stipulation will reduce
the PBGC Claims against each Debtor, as well as lower their
priority to general unsecured status. The PBGC litigation will
immediately cease, which will conserve time and resources that
are dear to the estates. The withdrawal of PBGC's objection to
the Chapter 11 Plan for RFSC also eliminates a major hurdle to
plan confirmation.

                       High River Objects

Representing High River Limited Partnership, Edward S.
Weisfelner, Esq., at Brown, Rudnick, Berlack & Israels, in New
York City, relates that the Official Unsecured Bank Committee was
contractually obligated to obtain High River's consent before
making any modifications to the RFSC Plan of Reorganization.

Pursuant to a July 2, 2004, Letter Agreement with the Bank
Committee, High River withdrew its appeal of the Court's Order
approving the RGH and RFSC Settlement, and waived its objections
to the RFSC Plan.  In exchange, the Bank Committee promised that
there would be no changes to the RFSC Plan without High River's
written consent, other than "immaterial cleanup type changes."
Therefore, the Bank Committee's actions constitute a patent
violation of the express terms of the High River Agreement.

Since High River has not consented, the Bank Committee cannot
make changes to the RFSC Plan to implement the PBGC Stipulation,
so as to:

   a) make the terms of the PBGC Stipulation controlling over the
      terms of the RFSC Plan in the event of a conflict;

   b) carve out of the litigation claims that are to be assigned
      to RFSC's Parent, Reliance Group Holdings, for prosecution
      of ERISA-based breach of fiduciary duty claims for the
      benefit of certain RFSC creditors; or

   c) modify the release provisions to exclude any liability under
      Title IV of ERISA.

These alterations are precisely what High River sought protection
from when it withdrew its appeal and did not object to the RFSC
Plan.  Mr. Weisfelner says that in the absence of the right to
modify the RFSC Plan to effectuate the PBGC Stipulation, the PBGC
Stipulation will merely languish as an unenforceable document,
and there is no purpose to approve the PBGC Stipulation.

In addition, Mr. Weisfelner says, the Committees' request should
be denied because the Settlement improperly affords the PBGC
administrative priority status for a material portion of its
claim.  The settlement requires that $3,000,000 of the PBGC's
claims be treated as an administrative claim with a payment
priority.  However, as the Committees noted in their Joint
Objection to the PBGC Proofs of Claim, case law makes it clear
that none of the PBGC's claims are entitled to administrative
expense status.  Despite legal precedent and its own resolute
statements refuting the PBGC's assertion of priority status, the
Bank Committees now ask the Court to approve an agreement
purporting to give the PBGC a $3,000,000 administrative expense
claim.

Granting the PBGC an administrative expense claim to which it is
not entitled is tantamount to preferring the PBGC at the expense
of other creditors.  Because the PBGC Stipulation mandates that a
$3 million portion of the PBGC claims be afforded administrative
priority status -- in the face of ample case law denying the PBGC
such priority status -- the Committees have not met their burden
of establishing that the PBGC Stipulation is reasonable and in
the best interests of the estates.

                           *     *     *

Judge Gonzalez finds no merit in High River's administrative
claim objection and thus, overrules it with prejudice.

High River's consent objection is also overruled, but without
prejudice to High River's ability to re-assert that objection in
connection with confirmation of the RFSC Plan.

The Court approves the PBGC Stipulation in all respects.


ROYAL & SUNALLIANCE: Fitch Affirms BB- Financial Strength Rating
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' insurer financial strength
ratings of the Royal & SunAlliance USA insurance subsidiaries   
and removed those ratings from Rating Watch Negative.  Following
the affirmations, Fitch has withdrawn the ratings.

The companies represent the U.S. insurance operations of Royal &
Sun Alliance Insurance Group PLC.

The ratings are being withdrawn due to minimal market interest.

The insurer financial strength ratings are affirmed at 'BB-' and
the insurer financial strength rating of 'BB-' is withdrawn on the
following:

     * American and Foreign Insurance Co.
     * Atlantic Indemnity Company
     * Atlantic Security Insurance Co.
     * Carolina American Insurance Co.
     * The Connecticut Indemnity Company
     * Financial Structures Insurance Co.
     * Financial Structures Ltd.
     * The Fire & Casualty Insurance Co. of CT
     * Globe Indemnity Company
     * Grocers Insurance Co.
     * Guaranty National Insurance Co.
     * Guaranty National Insurance Co. of CT
     * Landmark American Ins. Co.
     * Marine Indemnity Insurance Co. of America
     * Orion Insurance Co.
     * Peak Property & Casualty Insurance Co.
     * Royal Indemnity Company
     * Royal Insurance Co of America
     * Royal Surplus Lines Insurance Co.
     * Safeguard Insurance Co.
     * Security Insurance Co. of Hartford
     * Unisun Insurance Co.
     * Viking County Mutual Insurance Co.
     * Viking Ins. Co. of Wisconsin


SALEM COMMS: Hosting 3rd Qtr. Earnings Teleconference on Nov. 3
---------------------------------------------------------------
Salem Communications Corporation (Nasdaq:SALM - News), the leading
radio broadcaster focused on religious and family themes
programming, will release third quarter 2004 financial results
following market hours on Wednesday, Nov. 3, 2004. The Company
will also host a teleconference to discuss its results on Nov. 3,
2004 at 5:00 p.m. Eastern Time.

To access the teleconference, please dial 973-582-2734 ten minutes
prior to the start time. The teleconference will also be available
live and via archived webcast on the investor relations portion of
the Company's website, located at http://www.salem.cc/If you are  
unable to listen to the live teleconference at its scheduled time,
there will be a replay available through November 10, 2004 and can
be accessed by dialing 973-341-3080 or 877-519-4471, passcode
5299252 or on the Company's website.

Salem Communications Corporation, headquartered in Camarillo,
California, is the leading U.S. radio broadcaster focused on
religious and family themes programming. Upon the close of all
announced acquisitions, the company will own 101 radio stations,
including 66 stations in 24 of the top 25 markets, mainly
comprising three primary formats: Christian Talk & Teaching;
News/Talk; and Contemporary Christian Music. In addition to its
radio properties, Salem owns Salem Radio Network, which syndicates
talk, news and music programming to over 1,600 affiliated radio
stations; Salem Radio Representatives, a national sales force;
Salem Web Network, the leading Internet provider of Christian
content and online streaming; and Salem Publishing, a leading
publisher of Christian themed magazines. For more information,
visit Salem Communications' web site at http://www.salem.cc/

                          *     *     *

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

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


SMURFIT-STONE: Moody's Puts Ba3 Rating on $2.2 Billion Facilities
-----------------------------------------------------------------
Moody's Investors Service assigned a (P)Ba3 rating to Smurfit-
Stone Container Enterprises, Inc.'s new $1.3 billion senior
secured institutional term loans and 5-year $900 million revolving
bank credit facility.

SSCE will be the new name for Stone Container Corporation, the key
operating company for Smurfit-Stone Container Corporation -- SSCC,
the publicly traded packaging company.  This occurs as a
consequence of a corporate reorganization that starts with JSCE,
Inc., a company related to Stone, merging with its wholly owned
subsidiary, Jefferson Smurfit Corporation (U.S.).  The surviving
entity will then merge into Stone, with Stone, i.e. SSCE, being
the surviving entity.  The refinance occurs concurrently with the
reorganization.  Net proceeds from the institutional term loans
will repay existing institutional term loans of approximately the
same aggregate size.  With no material increase in total debt, the
amalgamation and refinance is neutral to SSCE's debt profile, and
accordingly, pending completion of the refinance and corporate
reorganization, the applicable ratings of Stone and JSC together
with those of Stone's wholly owned Canadian subsidiary, are
affirmed.  With SSCE assuming the debt of JSC at closing,
Jefferson Smurfit's ratings will be withdrawn (post-closing).
Given the size and features of the new bank facility combined with
improved containerboard market conditions, Moody's anticipates
assigning an SGL-2 Speculative Grade Liquidity Rating to SSCE.  In
the interim, Stone's SGL-3 rating and Jefferson Smurfit's SGL-4
will continue to apply.  With a security pool comprised of most of
the company's assets, the institutional term loans and bank credit
facility ratings are notched one level above the senior implied
rating to Ba3.

Ratings issued:

   -- Stone Container Corporation (to be re-named Smurfit-Stone
      Container Enterprises, Inc.):

      * Senior Secured Term Loan B: (P)Ba3
      * Senior Secured Bank Credit Facility: (P)Ba3

   -- Smurfit-Stone Container Canada, Inc.:

      * Backed Senior Secured Term Loan C: (P)Ba3

Ratings Affirmed:

   -- Stone Container Corporation (to be re-named Smurfit-Stone
      Container Enterprises, Inc.):

      * Outlook: Stable
      * Senior Implied: B1
      * Issuer: B2
      * Senior Unsecured: B2
      * Speculative Grade Liquidity: SGL-3

   -- Jefferson Smurfit Corporation (U.S.):

      * Outlook: Stable
      * Senior Implied: B1
      * Issuer: B2
      * Backed Senior Unsecured: B2
      * Speculative Grade Liquidity Rating: SGL-4

   -- Stone Container Finance Company of Canada II:

      * Backed Senior Unsecured: B2

SSCE's new $900 million senior secured bank credit facility will
be committed for a 5-year term.  $200 million of the facility is
available at both the Canadian subsidiary and at SSCE (with the
balance for the exclusive use of SSCE).  Canadian outstandings
will be guaranteed by SSCE.  At closing, it is estimated there
will be significant aggregate unused capacity of approximately
$500 million.  Near term compliance with financial covenants is
not expected to be an issue.  SSCE will also have access to a new
$500 million accounts receivable securitization facility that will
be committed for the same 5-year period.  Moody's anticipates
usage of approximately 90%.  These new arrangements are quite
robust in comparison to what they replace.  Together with the
institutional term loan refinance that eliminates near term
refinance risk ($1.0 billion at SSCC and $300 million at the
Canadian subsidiary (guaranteed by SSCE)), and favorable near term
containerboard fundamentals, SSCE will have solid liquidity
arrangements.  Moody's anticipates that an SGL-2 rating will be
assigned.  In the interim, the existing SGL ratings of SGL-3 for
Stone and SGL-4 for JSC will continue to apply.

SSCE is the main operating subsidiary of Smurfit-Stone Container
Corporation's.  The group is highly concentrated in
containerboard, a commodity with relatively volatile pricing.
Accordingly, small changes in pricing result in rather dramatic
changes in earnings and cash generation. In conjunction with high
debt levels, this has resulted in the recent experience of weak
debt protection measurements.  As well, management appears to be
comfortable with a leveraged capital structure, and SSCC has been
an active consolidator within the sector.  Accordingly, Moody's
expects SSCC to periodically increase debt to finance future
acquisitions.  As noted, expectations are for relatively strong
cash generation over the next several quarters; however, the over-
hang of excess capacity may limit the upside to commodity price
appreciation and margin expansion.  This concern is exacerbated by
the ongoing displacement of North American manufacturing activity
by Asian and other foreign competitors that potentially reduces
the size of SSCC's effective market.  However, in the context of
expectations of improving cash flow, it is anticipated that SSCC
will look to reduce its indebtedness over the near term.
Consequently, the ratings' outlook is stable.

The rating could be upgraded if Moody's expectations of through-
the-cycle RCF-to-Debt exceed 10% while FCF-to-Debt exceeds 5%
while at the same time, SSCC implements more conservative
acquisition and financial policies.  Given the above-noted
concerns about the underlying fundamentals, and as well, given
SSCC's product concentration and the financial performance
experienced during the recent past, it is likely this will require
a substantial "seasoning" period, with the company's performance
being comfortably above these thresholds for a considerable period
before such an action would be considered.  The rating could be
downgraded if the deviation from these benchmarks continues or
increases, the company engages in material debt financed
acquisition activity, or if financial liquidity deteriorates.

Smurfit-Stone Container Corporation, headquartered in Chicago,
Illinois, is an integrated producer of paper, paperboard, and
packaging, and is a large collector, marketer, and exporter of
recycled fiber. Jefferson Smurfit Corporation (U.S.) is an
integrated producer of containerboard, corrugated containers, and
packaging products.


TANGO INC: Revenue Projections Show Significant Percentage Gain
---------------------------------------------------------------
Tango Incorporated (OTCBB:TNGO) reported that Gross Revenue for
the fiscal first Quarter ending Oct. 31, 2004, is expected to be
in excess of $1,100,000, representing a significant percentage
increase in Gross Revenue over the same Quarter last year. In
addition, preliminary projections for the Quarter ending January
31, 2005 indicate that Tango could see a revenue increase of 50%
in comparison to the same period last year.

According to Sameer Hirji, CEO of Tango Incorporated, "The numbers
for this Quarter seem to indicate that Tango Pacific is meeting
all the expectations that have been placed upon it by its
shareholders and investors. We are seeing positive growth in the
numbers almost every quarter. Also, the investment we have made in
our Art Department, our Sales and Marketing Team and the
Management Team is allowing us to reap the benefits in terms of
increased sales." He added, "What is immensely gratifying is the
fact that based on the projections for the upcoming Quarter, Tango
is on track to generate Revenue in the amount of $6.5 million for
the upcoming year, and to move into cash neutral and then positive
cash flows in the months ahead."

                           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.


SHERIDAN HOLDNGS: Moody's Puts B1 Rating on $145MM Sr. Bank Loans
-----------------------------------------------------------------
Moody's Investors Service assigned a rating of B1 to Sheridan
Holdings, Inc. and Sheridan Healthcare, Inc. as Co-Borrowers
$145 million senior secured first lien bank credit facilities
comprised of a $40 million senior secured revolving credit
facility and a $105 million senior secured term loan.

Moody's also assigned a B2 rating to Sheridan's $65 million senior
secured second lien term loan.  In addition, Moody's assigned a
senior implied rating of B1 and a senior unsecured issuer rating
of B2.  The outlook for the ratings is stable.

The rating action follows the announcement by the company that the
new credit facilities along with $149.1 million of common equity
contributed by J.W. Childs Associates and $13.1 million of roll
over equity contributed by management shareholders of Sheridan
will be used to fund the purchase of Sheridan from its current
primary equity holder, Vestar Capital Partners.

Ratings assigned:

   * $40 million senior secured first lien revolving credit
     facility due 2009, rated B1

   * $105 million senior secured first lien term loan due 2010,
     rated B1

   * $65 million senior secured second lien term loan due 2011,
     rated B2

   * B1 senior implied rating

   * B2 senior unsecured issuer rating

The outlook for the ratings is stable.

The ratings reflect:

      (i) Sheridan's concentration of company revenues in
          facilities owned by HCA, Inc (23% of revenue) and the
          South Broward County Hospital District (17% of revenue)
          and in the state of Florida overall;

     (ii) the significant amount of leverage being considered in
          the transaction resulting in weaker free cash flows;

    (iii) the ability of the company to continue to recruit new
          physicians in light of the decreasing supply of new
          anesthesiologists;

     (iv) pressures on the company's operating model as a result
          of the ongoing nurse labor shortage;

      (v) Sheridan's ability to maintain margins in the face of
          rising labor cost trends; and

     (vi) increasing medical malpractice expense accruals
          resulting in margin pressures and weaker free cash
          flows.

The ratings also reflect:

      (i) the company's leading market position in anesthesiology
          and neonatology;

     (ii) improving demographic trends resulting in a higher
          percentage of surgical procedures and, as a result,
          anesthesiology services;

    (iii) Sheridan's historical track record of consistent revenue
          and cash flow generation;

     (iv) the company's proven ability to operate in leveraged
          environment and use free cash flow to reduce leverage;

      (v) Sheridan's track record of organic growth resulting in
          less reliance on acquisition oriented growth;

     (vi) improving contract growth with a consistent trend in
          2004;

    (vii) Sheridan's diversification strategy resulting in
          operations in 12 states; and

   (viii) a strong management team with extensive company
          experience and equity commitment to the company.

In Moody's view, the ratings would come under pressure if Sheridan
were to change its operating strategy and begin a rapid
consolidation of the industry resulting in the company's inability
to reduce debt.  This could potentially be a result of the new
equity owner's desire for more rapid earnings growth.  However, if
the company continues to operate according to its historically
disciplined growth model and continues to maintain its operating
cash flow to adjusted debt in the 10% to 15% range, the ratings
would likely remain stable.  If Sheridan were to deleverage its
balance sheet through debt reduction, a likely scenario given the
amortizing nature of the $105 million term loan, and if the
company improves its operating cash flow to adjusted debt to the
15% to 20% range, Moody's would likely upgrade the ratings.

Moody's is concerned with the rising level of medical malpractice
expenses in the healthcare industry.  The company is effectively
self-insured for medical malpractice through an arrangement with a
third party insurer and its captive insurance subsidiary,
Marblehead Surety & Reinsurance Co. LTD.  Moody's projects the
captive to be conservatively funded and the company provides for
adequate accruals in its financial statements.  If the frequency
and severity of claims against Sheridan were to increase resulting
in higher claims-made losses and higher medical malpractice
expenses resulting in weaker cash flows, Moody's would likely
downgrade the ratings.

Pro forma for the proposed transaction and giving effect to the
new credit facilities, Sheridan will have cash flow coverage of
debt that is moderate for the B1 category.  For the twelve months
ended June 30, 2004, Sheridan's pro-forma operating cash flow to
debt was approximately 13%.  Capital expenditures for the business
are approximately $3 million to $3.5 million, which would result
in pro-forma free cash flow to debt of approximately 12% for the
twelve months ended June 30, 2004.  Moody's projects that cash
flow coverage of debt is expected to be approximately 11% to 13%
for the company's fiscal years ending December 31, 2004 and
December 31, 2005, while free cash flow coverage of debt for the
same periods is expected to be approximately 10% to 11%.

Coverage metrics for Sheridan, pro-forma for the transaction, for
the twelve months ended June 30, 2004 will be weak for the B1
category.  EBIT coverage of interest would have been approximately
1.5 times pro-forma for the twelve months ended June 30, 2004
while EBITDA less capital expenditures to interest would have been
approximately 2.4 times for the twelve months ended June 30, 2004.
Pro forma EBITDA to interest would have been approximately 2.6
times for the twelve months ended June 30, 2004.  Total debt to
total invested capital pro forma for the transaction would have
been approximately 52% at June 30, 2004.

Following the issuance of the senior secured credit facilities and
pro forma for the transaction for the twelve months ended
June 30, 2004, Sheridan's leverage is expected to be high for the
B1 rating category.  Pro forma debt to EBITDA would have been
approximately 4.7 times for the twelve months ended June 30, 2004.  
Pro forma adjusted debt to EBITDAR would have been approximately
5.1 times for the twelve months ended June 30, 2004.

Moody's notes that the use of EBITDA and related EBITDA ratios as
a single measure of cash flow without consideration of other
factors can be misleading.

Moody's expects Sheridan to have good liquidity after the
transaction.  Sheridan will only have approximately $.5 million of
cash, but the company will have access to a $40 million revolving
credit facility that will be unfunded at closing of the
transaction.  Additionally, given adequate cash flow generation,
liquidity will improve for the company over time.

The senior secured first lien rating is placed at the senior
implied rating as a result of the moderate collateral coverage of
assets and distressed firm value coverage.  The senior secured
second lien rating is placed at the senior unsecured issuer rating
and notched one level below the senior implied rating to reflect
the debts effective unsecured nature relative to the senior
secured first lien debt.  The ratings are subject to Moody's
review of final documentation for the transaction.

Headquartered in Sunrise, Florida, Sheridan Healthcare is a
leading provider of physician services to hospitals and ambulatory
surgical facilities that desire to outsource the physician
staffing for the anesthesia, neonatology and emergency
departments.  Sheridan also provides a full compliment of
professional and administrative support services including
physician billing.  For the twelve months ended June 30, 2004
Sheridan generated revenues of approximately $257 million.


THAXTON RBE: Judge Hodges Approves Transfer of Cases to Delaware
----------------------------------------------------------------
The Honorable Judge George R. Hodges of the U.S. Bankruptcy Court
for the Western District of North Carolina, Charlotte Division,
approved, on Sept. 30, 2004, the transfer of the cases of Thaxton
RBE, Inc., and its debtor-affiliates to the U.S. Bankruptcy Court
for the District of Delaware.

The Honorable Judge Peter J. Walsh of the District of Delaware is
now handling Thaxton RBE's chapter 11 cases.

As reported in the Troubled Company Reporter on Nov. 18, 2003,
Thaxton RBE, Inc., and nine debtor-affiliates filed for chapter 11
protection in the U.S. Bankruptcy Court for the Western District
of North Carolina on Nov. 11, 2003, almost a month after its
parent company, The Thaxton Group, Inc., and its 31 other
affiliates filed for chapter 11 protection in Delaware.  

Richard M. Mitchell, the Chapter 11 Trustee appointed in the North
Carolina chapter 11 cases involving Thaxton RBE, and the Official
Committee of Unsecured Creditors appointed in North Carolina
wanted the cases moved to Delaware as a first step toward the
substantive consolidation of Thaxton RBE's cases with Thaxton
Group.

The Chapter 11 Trustee and the Committee point to six things that
militate in favor of substantive consolidation of all the Thaxton
debtors:

      * unity of management;
      * unity of location;
      * unity of ownership;
      * unity of operations;
      * unity of formation; and
      * difficulty ascertaining individual assets and debts.

The Delaware Bankruptcy Court now has jurisdiction over all
Thaxton cases and Judge Walsh will hear the substantive
consolidation arguments.  If the Delaware Bankruptcy Court finds
that the estates should be rolled into one, all intercompany
claims would be extinguished.

The North Carolina Bankruptcy Court rejected arguments that the
Thaxton RBE Debtors' cases should stay in North Carolina.  Judge
Hodges found that transfer of the cases to the District of
Delaware is in the interest of justice and is appropriate under:

   * Section 1412 of the Judiciary Procedures Code,
   * Section 105(a) of the Bankruptcy Code, and
   * Rule 1014(a) of the Federal Rules of Bankruptcy Procedures.

The chapter 11 cases transferred to Delaware are:

                                                New       Old
      Entity                                  Case No.  Case No.
      ------                                  --------  --------
Thaxton RBE, Inc.                             04-13006  03-34243
Thaxton Life Partners, Inc.                   04-13005  03-34244
Thaxton Reinsurance Ltd.                      04-13007  03-34245
Thaxton Insurance Group of Arizona, Inc.      04-13008  03-34246
Claims Management Services, Inc.              04-13009  03-34247
U.S. Financial Group Agency, Inc.             04-13010  03-34248
Thaxton Insurance Group of Nevada, Inc.       04-13011  03-34249
Thaxton Insurance Group of New Mexico, Inc.   04-13012  03-34250
Oasis Insurance Agency, Inc.                  04-13013  03-34251
Summerlin Insurance Agency, Inc.              04-13014  03-34253

Headquartered in Lancaster, South Carolina, The Thaxton Group,
Inc., is a diversified consumer financial services company.  The
Company filed for Chapter 11 protection on Oct. 17, 2003
(Bankr. Del. Case No. 03-13183).  The Debtors are represented by
Michael G. Busenkell, Esq., and Robert J. Dehney, Esq., at Morris,
Nichols, Arsht & Tunnell.


THAXTON RBE INC: Case Summary & 50 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Thaxton RBE, Inc.
             PO Box 1069
             Lancaster, South Carolina 29721
             dba Thaxton Insurance Group, Inc.
             dba Auto Cycle Insurance Agency, Inc.
             dba Auto Security Agency
             dba The Insurance Shoppe
             dba Auto Security Agency/Safeguard
             dba American United Insurance Agency
             dba Lakeside Insurance Agency
             dba National Insurance Centers

Bankruptcy Case No.: 04-13006

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                        Case No.
      ------                                        --------
      Thaxton Life Partners, Inc.                   04-13005
      Thaxton Reinsurance Ltd.                      04-13007
      Thaxton Insurance Group of Arizona, Inc.      04-13008
      Claims Management Services, Inc.              04-13009
      U.S. Financial Group Agency, Inc.             04-13010
      Thaxton Insurance Group of Nevada, Inc.       04-13011
      Thaxton Insurance Group of New Mexico, Inc.   04-13012
      Oasis Insurance Agency, Inc.                  04-13013
      Summerlin Insurance Agency, Inc.              04-13014

Type of Business:  The Debtors are affiliates of The Thaxton
                   Group, Inc., a diversified consumer financial
                   services company.

Chapter 11 Petition Date: October 19, 2004

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtor's Counsel: S. Andrew Jurs, Esq.
                  Poyner & Spruill, LLP
                  301 South College Street, Suite 2300
                  Charlotte, North Carolina 28202
                  Tel: 704-342-5301
                  Fax: 704-342-5264

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $10 Million to $50 Million

Debtor's 50 largest unsecured creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Assurant Reinsurance of       Reinsurance Contract   $33,289,092
the Turks and Caicos, Ltd.    Balance
11222 Quail Roost Drive
Miami, Florida 33157-6596

Frank G. Burt
Jorden Burt LLP
1025 Thomas Jefferson St. N.W.
Suite 400 East
Washington, DC 20007-5208

James N. Whyte                Contract Balance        $1,242,285
8400 E. Prentice Avenue #1125
Greenwood Village, CO 80111

CCC, Inc.                     Promissory Note         $1,000,000
1663 Katy Lane
Fort Mill, SC 29708-0000

Marion F. Sistare             Promissory Note           $729,528
And/or Rhonda F. Sistare
2561 Old Camdem Monroe Highway
Lancaster, SC 29720-0000

Perry L. Mungo                Promissory Note           $718,148
216 Anderson Street
Pageland, SC 29728-0000

P.F. Mungo and Perry L.       Promissory Note           $594,223
Mungo, Inc.
216 Anderson Street
Pageland, SC 29728-0000

Janet Mangum                  Promissory Note           $450,804
105 Pepperridge Lane
Monroe, NC 28110-0000

Joann M. Jordan               Promissory Note           $448,671
Route 4, Box 288
Pageland, SC 29728-0000

David A. Osteen, Sr.          Promissory Note           $432,103
1572 Ross Road
Elgin, SC 29045-0000

Charles Picklesimer           Promissory Note           $420,418
484 Timberview Drive
Marysville, OH 43040-0000

Jimmy M. Jordan               Promissory Note           $408,816
719 E. McGregor Street
Pageland, SC 29728-0000

R. William Burch              Promissory Note           $394,887
PO Box 1441
Silver Springs, FL
00003-4489

David L. Baskin, Sr.          Promissory Note           $389,154
4635 Musket Road
Heath Springs, SC 00002-9058

Jesus M. Alvarez              Promissory Note           $388,163
1136 Deardon Drive
Venice, FL 00003-4292

Charles Y. Workman            Promissory Note           $375,598
PO Box 37118
2060 Old Eury Road
Rock Hill, SC 29732-0000

Kevin Kirsh                   Promissory Note           $356,407
PO Box 443
Clover, SC 29710-0000

H & K Interiors, Inc.         Promissory Note           $335,956
PO Box 158
Pageland, SC 29728-0000

Claude R. Demby               Promissory Note           $332,898
PO Box 603
Pageland, SC 29728-00000

Prime Rate Premium            Trade Debt                $323,703
Finance

Michael E. Parrish            Promissory Note           $315,391
1574 Firetower Road
Rock Hill, SC 29730-0000

S. David Barefoot             Promissory Note           $315,330
1123 Windy Grove Road
Charlotte, NC 28279-9232

Norman L. Moinska Rev         Promissory Note           $315,313
Liv Tst
6480 Shier-Rings Road
PO Box 483
Dublin, OH 43017-0000

Farrell G. Broach             Promissory Note           $300,000
1343 Cedar Pine Lake Rd.
Lancaster, SC 00002-9720

Robert J. Lambert             Promissory Note           $300,000
PO Box 780
Waxhaw, NC 28173

Floyd W. Cauthen              Promissory Note           $299,281
PO Box 215
Heath Springs, SC
29058-0000

Betty P. Pruitt               Promissory Note           $292,797
1181 High Point Church Road
Pageland, SC 298058-0000

Zeb W. Stevenson, Jr.         Promissory Note           $291,904
PO Box 302
Jefferson, SC 29718-0000

John W. Stevenson, Jr.        Promissory Note           $290,000
101 Sunset Drive
Union, SC 29379-0000

Janice P. Demby               Promissory Note           $284,980
28984 Hwy 9
Pageland, SC 29728-0000

Everett H. Demby              Promissory Note           $259,894
306 E. Main Street
Chesterfield, SC 29709

Charles H. Burris             Promissory Note           $250,000
PO Box 544
Clover, SC 29710-0000

Philip D. Grant               Promissory Note           $255,287

William C. Moore              Promissory Note           $205,000

Billy Hensley                 Promissory Note           $203,189

Jack R. Tyner, Sr.            Promissory Note           $200,000

Bobby L. Knight, Sr.          Promissory Note           $194,584

Jonathan S. Coleman           Promissory Note           $182,808

William M. Payne              Promissory Note           $179,335

Lucy K. Simpson               Promissory Note           $173,184

Joe D. Falls                  Promissory Note           $170,850

Charles L. Mathis             Promissory Note           $166,621

Insurance Billing Service     Trade Debt                $159,999

W I Simpson                   Promissory Note           $158,355

L.C. McAteer                  Promissory Note           $153,034

W.A. Westmoreland             Promissory Note           $150,687

Robert Miesse                 Promissory Note           $150,000

Donna B. Harrington           Promissory Note           $150,000

Gregory L. Spray              Promissory Note           $145,961

Dean Curtis                   Promissory Note           $143,528

Herbert Kirsh                 Promissory Note           $139,356


TPS ENTERPRISES: Court Rejects IRS' Excusable Neglect Argument
--------------------------------------------------------------
The Honorable Gerald D. Fines of the United States Bankruptcy
Court for the Southern District of Illinois rejected a pitch by
the Internal Revenue Service that its late-filed claim should be
allowed based on an excusable neglect argument.  

Judge Fines outlines the material facts in this matter that are
not in serious dispute:

   (1) TPS Enterprises, Inc., filed for relief under Chapter 11
       of the Bankruptcy Code on Aug. 1, 2002 (Bankr. S.D. Ill.
       Case No. 02-60736).

   (2) The Debtor listed the Internal Revenue Service as the
       holder of an unliquidated claim.

   (3) On Aug. 19, 2002, the Court entered an Order
       establishing Jan. 27, 2003, as the deadline for filing
       claims in Debtor's Chapter 11 bankruptcy proceeding.

   (4) The Internal Revenue Service filed a proof of claim on
       March 4, 2003, some 36 days after the deadline for filing
       claims.

   (5) The Internal Revenue Service did not file a motion for the
       allowance of its late-filed claim, nor did the Internal
       Revenue Service request an extension of time within which
       to file its proof of claim.

   (6) On Apr. 25, 2003, the Debtor filed its Disclosure
       Statement and an Amended Plan of Reorganization. Pursuant
       to the Debtor's Amended Plan of Reorganization, the
       Internal Revenue Service was to be treated in accordance
       with Rule 3003 of the Federal Rules of Bankruptcy
       Procedure.

   (7) The Internal Revenue Service did not object to the
       Debtor's Disclosure Statement, and, on June 19, 2003, the
       Court approved the Disclosure Statement and entered an
       Order regarding the solicitation of ballots and
       established a deadline to object to the Amended Plan of
       Reorganization. The Internal Revenue Service did not
       submit a ballot as to Debtor's Amended Plan of
       Reorganization, nor did the Internal Revenue Service file
       an objection to confirmation of Debtor's Amended Plan of
       Reorganization.

   (8) On Aug. 22, 2003, the Court held a hearing on
       confirmation of the Debtor's Amended Plan of
       Reorganization at which time the Internal Revenue Service
       failed to appear, contrary to the assertion of
       representatives of the Office of the United States
       Attorney.

   (9) An Order was entered confirming the Debtor's Amended Plan
       of Reorganization on Sept. 9, 2003.

Pursuant to Rule 3003(c)(2) of the Federal Rules of Bankruptcy
Procedure, Judge Fines observes, any creditor or equity security
holder whose claim or interest is not scheduled or scheduled as
disputed, contingent, or unliquidated shall file a proof of claim
or interest within the time prescribed by the Court.  Rule
3003(c)(2) further states that any creditor who fails to file a
claim as required shall not be treated as a creditor with respect
to such claim for the purposes of voting and distribution under a
Chapter 11 reorganization.  In this case, Judge Fines says, it is
clear that the claim of the Internal Revenue Service was
unliquidated at the time of the filing of the Debtor's Chapter 11
bankruptcy petition. As such, pursuant to Rule 3003(c)(2), the
Internal Revenue Service was required to file a claim in order to
vote on the Debtor's Amended Plan of Reorganization and to receive
any distribution under that Plan. It is the Debtor's position that
the Internal Revenue Service failed to file a timely claim, and,
as such, the Internal Revenue Service should receive no
distribution on its claim, which was eventually filed on March 4,
2003. The Internal Revenue Service maintains that the late filing
of its claim should be allowed based upon excusable neglect.

In considering the defense of excusable neglect, the United States
Supreme Court, in the case of Pioneer Investment Services v.
Brunswick Associates, 507 U.S. 380, 113 S.Ct. 1489, 123 L.Ed.2d 74
(1993), stated that the Court must consider four factors to
determine whether excusable neglect exists in the late filing of a
claim:

   (1) The danger of prejudice to the debtor;

   (2) The length of the delay and its potential impact on the
       judicial proceedings;

   (3) The reason for the delay, including whether it was in the
       reasonable control of the party asserting excusable
       neglect; and,

   (4) Whether the party asserting excusable neglect acted in
       good faith.

The Supreme Court further stated that the Court should balance the
doctrine of excusable neglect against the underlying principle
that the purpose of the bar date is to create finality and assist
in the expeditious administration of the bankruptcy estate. If the
Court is to allow excusable neglect as the norm, rather than the
exception, then the bar date has no meaning in bankruptcy. Id. at
385.

In examining the required factors in order to apply excusable
neglect, Judge Fines finds that the Internal Revenue Service has
failed to establish that its actions in filing its claim late
resulted from excusable neglect.  Judge Fines says that allowing
the Internal Revenue Service claim at this point in time would
clearly prejudice the Debtor, especially in light of the fact that
the Internal Revenue Service had no participation in the Debtor's
bankruptcy proceeding prior to the late filing of its claim.
Additionally, the Court notes that the reason for the delay in
filing of the Internal Revenue Service's claim was well within the
control of the Internal Revenue Service, and the Court has heard
no credible argument to excuse the Internal Revenue Service from
the bar date clearly established by Order of this Court on August
19, 2002.  The undisputed facts indicate that the Internal Revenue
Service had ample notice of all deadlines in the Debtor's Chapter
11 bankruptcy proceeding yet chose not to participate in any way.  
Further, Judge Fines finds that the Internal Revenue Service has
failed to establish that it acted in good faith in its failure to
file a timely claim or to participate in the Debtor's Chapter 11
bankruptcy proceeding.

In addition to its argument that its late-filed claim should be
allowed based upon excusable neglect, the Internal Revenue Service
argues that the Order of Confirmation entered on September 9,
2003, is contrary to the provisions of Debtor's Amended Plan of
Reorganization, and that the Order of Confirmation provides for
treatment of the Internal Revenue Service's claim in a manner that
is significantly different than in the Amended Plan of
Reorganization. This Court has reviewed the Debtor's Amended Plan
of Reorganization and the Order of Confirmation and finds that it
disagrees with the assertion of the Internal Revenue Service.  
Judge Fines says that the Debtor's Amended Plan of Reorganization
shows clearly that the Internal Revenue Service claim would be
treated pursuant to Rule 3003 of the Federal Rules of Bankruptcy
Procedure, and the Order of Confirmation does not alter that
treatment.  The Internal Revenue Service chose not to object to
the Debtor's Amended Plan of Reorganization, nor to appear at
hearing on the confirmation on that plan; and, thus, cannot now
complain of the treatment afforded to it. The facts in this matter
clearly establish that the Internal Revenue Service failed to act
within any deadline established in Debtor's Chapter 11 case, and,
as such, the Court must conclude that the Debtor in Possession's
Motion for Rehearing and to Reconsider Order Denying Objection to
Claim should be allowed, the Debtor's Objection to Claim should
also be allowed, and any distribution to the Internal Revenue
Service under the Debtor's confirmed Amended Plan of
Reorganization should be denied.

Edward W. Brankey, Esq., in Charleston, Illinois, represents TPS
Enterprises, Inc.


TRM CORP: S&P Puts B+ Rating on Planned $15M Sr. Secured Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Portland, Oregon-based TRM Corporation.  At the
same time, Standard & Poor's also assigned its 'B+' senior secured
debt rating to the company's proposed $150 million in senior
secured credit facilities.  The facilities consist of:

   * a $15 million, U.S.-based line of credit;

   * a $15 million, U.K. line of credit (available in euros and
     sterling); and

   * a $120 million, six-year term loan.

"The facilities have a '4' recovery rating, indicating that debt
holders can expect a marginal (25%-50%) recovery of principal in
the event of a default.  The outlook is negative," said Standard &
Poor's Credit analyst Lucy Patricola.

The proceeds from the term loan, along with about $50 million of
newly raised equity, will be used to purchase the ATM Solutions
business of eFunds, Inc. for $150 million.  Pro forma for the
proposed bank facility, TRM had approximately $140 million in
operating lease-adjusted debt as of June 2004.

The ratings reflect:

   -- TRM's narrow revenue base as an ATM and photocopier service
      provider;

   -- its aggressive acquisition strategies; and

   -- considerable debt amortization, partly offset by:

   -- recurring, contractual revenue streams.

TRM currently provides services for about 6,400 ATMs and 25,000
self-service photocopiers across the U.S., Canada, and the United
Kingdom.   The $150 million eFunds acquisition will add 17,000
North American ATMs to its portfolio--more than tripling its base,
to about 23,000.  The machines are located in nonbanking sites
(typically convenience locations such as grocery stores and
retailers) under a five-year contract, providing a recurring
revenue stream.  TRM has some concentration in chains of
convenience stores, although no one customer exceeds 10% of sales.


US AIRWAYS: Court Fixes Feb. 3, 2005 as Claims Bar Date
-------------------------------------------------------
At the request of US Airways, Inc., and its debtor-affiliates,
Judge Mitchell of the U.S. Bankruptcy Court for the Eastern
District of Virginia establishes:

   -- February 3, 2005, as the deadline for creditors to file
      proofs of claim in the Debtors' cases; and

   -- March 11, 2005, as the deadline for governmental units to
      file proofs of claim.

Judge Mitchell also approves the form and notice of commencement
of the Debtors' Chapter 11 cases and the notice of the Bar Dates.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
relates that the United States Trustee will conduct a meeting of
creditors pursuant to Section 341 of the Bankruptcy Code on
November 5, 2004.  Pursuant to Rule 3003-1 of the Local Rules of
the U.S. Bankruptcy Court for the Eastern District of Virginia,
the Bar Date shall be 90 days after the Section 341 meeting of
creditors.  The Governmental Unit Bar Date shall be 180 days after
the Petition Date.

The Bar Dates apply to all Persons or Entities holding or wishing
to assert Claims against the Debtors that arose before the
Petition Date, including:

  (1) Any Creditor whose Claim is listed as "disputed,"
      "contingent" or "unliquidated" that desires to participate
      in these Chapter 11 cases or share in any distribution;

  (2) Any Creditor whose Claim is improperly classified in the
      Schedules or is listed in an incorrect amount and that
      wants its Claim allowed in a classification or amount
      different from the Schedules; and

  (3) Any Creditor whose Claim is not listed in the Schedules.

The Debtors retain the right to dispute, or assert offsets or
defenses against all Claims as to nature, amount, liability,
classification or otherwise.  The Debtors may also designate any
Claim as disputed, contingent or unliquidated.

The Debtors proposed that the Claims and Noticing Agent serve by
first class U.S. mail, postage prepaid, on all known holders of  
prepetition Claims:

      (i) a commencement notice of the Chapter 11 cases and
          Section 341 meeting of creditors;

     (ii) notice of the Bar Dates; and

    (iii) a proof of claim form.

The Proof of Claim Form will state whether the Entity's Claim is
listed in the Schedules, the dollar amount of the Claim, the
Debtor against which the Entity's Claim is scheduled and whether
the Claim is listed as disputed, contingent or unliquidated.

The Claims and Noticing Agent will serve the Initial Notice by
October 15, 2004.  The Claims and Noticing Agent will serve the
Bar Date Notice and Proof of Claim Form by November 5, 2004.  This
will allow claimants sufficient time to file their Claims after
receiving the Bar Date Notice and Proof of Claim Form.

All Creditors asserting Claims against more than one Debtor are
required to file a separate Proof of Claim Form for each Debtor.  
Mr. Leitch explains that if Creditors are permitted to assert
Claims against more than one Debtor in a single proof of claim,
the Claims and Noticing Agent may have difficulty maintaining
separate Claim registers for each Debtor.  Also, all Debtors will
have to object to a proof of claim that may be applicable to only
one of the Debtors.  Creditors must identify on each Proof of
Claim Form the particular Debtor against which their Claim is
asserted.  This will expedite the Debtors' review of the Claim,
minimize the Debtors' need to object to the Claim that were filed
against the incorrect Debtor, and reduce the cost and
administrative burden of the claims resolution process.  This
requirement will not be unduly burdensome since the Creditors
should know the identity of the Debtor against which they are
asserting a Claim.

Due to the size of the Debtors, there may be Claims against the
Debtors that they do not know about.  Unknown potential Claims may
include:

   -- Claims of trade vendors who failed to submit an invoice to
      the Debtors;

   -- Claims of former employees;

   -- Claims of potential litigants who have not filed suit
      against the Debtors; and

   -- Claims that are not recorded on the Debtors' books and
      records.

The Debtors will provide notice of the Bar Dates to unknown
Entities by publishing the Bar Date Notice in The New York Times
(national edition), The Wall Street Journal (national and European
editions), and USA Today (worldwide), by November 5, 2004.  The
Debtors may translate the notices into foreign languages to better
inform foreign creditors of the Bar Dates.  This will give
Creditors sufficient notice, time and opportunity to file their
Claims.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

      * US Airways, Inc.,
      * Allegheny Airlines, Inc.,
      * Piedmont Airlines, Inc.,
      * PSA Airlines, Inc.,
      * MidAtlantic Airways, Inc.,
      * US Airways Leasing and Sales, Inc.,
      * Material Services Company, Inc., and
      * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for a $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts. (US Airways Bankruptcy News, Issue
No. 65; Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: Lays Off 308 Workers in Pittsburgh Int'l Airport
------------------------------------------------------------
US Airways will eliminate 308 full- and part-time jobs at  
Pittsburgh International Airport, Dan Fitzpatrick of the  
Pittsburgh Post-Gazette reports.  The job cuts are a result of  
the airline's reduced presence at PIA.   

According to Mr. Fitzpatrick, the layoff will affect baggage  
handlers, gate and ticket agents, mechanics, aircraft cleaners,  
and airport cart drivers.  The terminated employees can apply for  
jobs with the Debtors in other cities.  The job cuts will lower  
the carrier's employee count in Pittsburgh to below 7,000, Mr.  
Fitzpatrick says.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

      * US Airways, Inc.,
      * Allegheny Airlines, Inc.,
      * Piedmont Airlines, Inc.,
      * PSA Airlines, Inc.,
      * MidAtlantic Airways, Inc.,
      * US Airways Leasing and Sales, Inc.,
      * Material Services Company, Inc., and
      * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for a $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts. (US Airways Bankruptcy News, Issue
No. 65; Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: Committee Hires Vorys Sater as Local Counsel
--------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases of US Airways, Inc., and its debtor-affiliates
seeks permission of the U.S. Bankruptcy Court for the Eastern
District of Virginia to retain Vorys, Sater, Seymour and Pease
LLP, as its local counsel, effective as of September 20, 2004.   

The Committee has selected the Vorys Firm because of its  
experience and knowledge of business reorganizations under  
Chapter 11 of the Bankruptcy Code.  The Vorys Firm operates in a  
cost effective, efficient and timely manner.  The Vorys Firm has  
no conflict of interest, according to R. Douglas Greco, Vice  
President, Sales Finance at Airbus North America Holdings, Inc.,  
and Chairperson of the Committee.

The Vorys Firm will:

   -- attend hearings;

   -- review applications and motions;

   -- communicate with Otterbourg, Steindler, Houston & Rosen,  
      the Committee's lead counsel;

   -- communicate with and advise the Committee;

   -- attend meetings of the Committee;

   -- communicate with the Debtors' counsel;

   -- provide expertise on these proceedings and procedural rules  
      and regulations; and

   -- perform all other services for the Committee that are  
      necessary.

The Vorys Firm will be paid on an hourly basis and reimbursed of  
actual and necessary expenses.  The hourly rates for the Vorys  
Firm's professionals and paraprofessionals that will be working  
on US Airways' cases are:

          Partners                    $230 - 425
          Counsel                      230 - 350
          Associates                   110 - 225
          Paralegal/Legal Assistants    65 - 150

The Vorys Firm has not received a retainer from the Committee.   
The hourly rates for the principal attorneys and  
paraprofessionals that will represent the Committee are:

          Robert J. Sidman            $425
          Malcolm M. Mitchell, Jr.     325
          Reginald W. Jackson          365
          Randall D. LaTour            350
          Melissa M. Nichols           210
          Byron L. Pickard             190
          Stacey L. Papp               175
          Cindy D. Fricke              135
          Emma Tamonte                 125

Mr. Greco reminds the Court that the Vorys Firm represented the  
Official Committee of Unsecured Creditors and the Post-
Confirmation Committee in the Debtors' prior bankruptcy  
proceedings.  In connection with the Post-Confirmation Committee,  
in the 90 days preceding the Petition Date, the Vorys Firm was  
paid $8,871 and is currently owed $2,437.  The Vorys Firm has  
closed the firm identification number on that matter, written off  
the receivable and will not seek payment from the estate.
Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

      * US Airways, Inc.,
      * Allegheny Airlines, Inc.,
      * Piedmont Airlines, Inc.,
      * PSA Airlines, Inc.,
      * MidAtlantic Airways, Inc.,
      * US Airways Leasing and Sales, Inc.,
      * Material Services Company, Inc., and
      * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for a $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts. (US Airways Bankruptcy News, Issue
No. 65; Bankruptcy Creditors' Service, Inc., 215/945-7000)


VENTAS INC: Files Amended Shelf Registration Statement
------------------------------------------------------
Ventas, Inc. (NYSE: VTR) filed an amendment to its shelf
registration statement relating to the guarantee by certain of its
recently formed or acquired subsidiaries of debt securities that
the Company previously registered for future shelf offerings.

The shelf registration statement relating to the previously
registered debt securities is a universal shelf registration
statement that was declared effective by the Securities and
Exchange Commission on July 8, 2002, and originally provided for
the issuance of up to $750.0 million of debt securities, common
stock, preferred stock, depositary shares and warrants, of which
$599.1 million of securities remains available for future
offerings. Except for the registration of these guarantees,
Tuesday's registration statement contains no significant changes
from the universal shelf and does not increase the total amount of
securities that may be publicly offered by the Company. The
Company has no present intention to issue any securities under its
shelf registration statements.

Tuesday's registration statement has not been declared "effective"
by the Securities and Exchange Commission. The subsidiary
guarantees registered under such registration statement may not be
sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This press release shall
not constitute an offer to sell or the solicitation of an offer to
buy nor shall there be any sale of such securities in any state in
which such offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any
such state.

Ventas, Inc. is a leading healthcare real estate investment trust
that owns healthcare and senior housing assets in 39 states. Its
properties include hospitals, nursing facilities and assisted and
independent living facilities. More information about Ventas can
be found on its website at http://www.ventasreit.com/

                          *     *     *

As reported in the Troubled Company Reporter on June 30, 2004,
Standard & Poor's Ratings Services raised its corporate credit
ratings on Ventas Inc., its operating partnership Ventas Realty
L.P., and Ventas Capital Corp. to 'BB' from 'BB-'. In addition,
ratings are raised on the company's senior unsecured debt, which
totals $366 million. Concurrently, the outlook is revised to
stable from positive.

"The upgrades acknowledge the company's steady improvement in both
its business and financial profiles," said Standard & Poor's
credit analyst George Skoufis. "Recent acquisitions have targeted
improving Ventas' diversification, foremost its concentration with
its primary tenant Kindred Healthcare Inc. Growing cash flow and
profits, and lower leverage have contributed to stronger debt
protection measures. Credit weaknesses remain, however, including
Ventas' continued reliance on un-rated Kindred, the risk of future
changes to government reimbursement, and constrained, but
improved, financial flexibility."


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

The Honorable Allan L. Gropper found cause for the extensions and
agreed to block any other party-in-interest from attempting to
wrest control of the plan process at this juncture.  

Verestar agreed to sell its assets to SES AMERICOM earlier this
year for $18.5 million in cash and the Court blessed that
transaction.  The Debtor filed a chapter 11 plan and disclosure
statement on Sept. 29, 2004, outlining its proposal to distribute
those sale proceeds to creditors in order of their statutory
priority.  Judge Gropper will convene a hearing on Nov. 9, 2004,
to consider the adequacy of the company's Disclosure Statement.  
Objections to the Disclosure Statement, if any, must be filed and
served by Nov. 2.  If Judge Gropper finds that the disclosure
document provides adequate information allowing creditors to make
informed decisions about whether to vote to accept or reject the
plan, he'll approve the document for distribution to creditors.  
The Court will hold a hearing to consider the merits of the plan,
and whether it should be confirmed, at a later date.

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


WASTECORP. INT'L: Disclosure Statement Hearing Moved to Nov. 9
--------------------------------------------------------------
Wastecorp. International Investments Inc. (TSX Venture: Stock
Symbol "WII"), advises that the US Bankruptcy Court for the
District of New Jersey has adjourned the hearing of Wastecorp.'s
preliminary disclosure statement, for the third time, to Nov. 9,
2004.

The US Bankruptcy Court has extended the exclusivity period in
which to solicit acceptances to a plan of reorganization to
Jan. 26, 2005.

As previously reported, Wastecorp. filed a preliminary disclosure
statement on May 12, 2004, to explain its chapter 11 plan. ITT
Industries, Inc., the Company's largest creditor, raised various
objections.

Headquartered in Glen Rock, New Jersey, Wastecorp. Inc. --
http://www.wastecorp.com/-- is a waste management company  
specializing in wastewater sewage treatment with its Wastecorp.
Marlow Plunger Pump line, medical waste disposal, with its
reusable sharps container program and plastic and scrap tire
recycling division. On April 7, 2003, Wastecorp. International
Investments Inc., together with its subsidiary, Wastecorp. Inc.,
filed voluntary Chapter 11 petitions in the United States,
Bankruptcy Court for the District of New Jersey. Wastecorp. Is
represented in Canada by the law firm of Borden, Ladner, Gervais,
and in the United States by lawyers at Cole, Schotz, Meisel,
Forman & Leonard.


WEIRTON STEEL: Court Approves WVWCC Settlement Agreement
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of West
Virginia approved a settlement agreement between Weirton Steel
Corporation and its debtor-affiliates, and the West Virginia
Workers' Compensation Commission.

As reported in the Troubled Company Reporter on Aug. 25, 2004,
Weirton Steel elected to self-insure against workers' compensation
claims with consent of the Commission. Even though the Debtor, as
a self-insured employer, was not required to subscribe to the
Fund, it was required by applicable non-bankruptcy law to make
certain payments, referred to as a "self-insured premium tax," to
the Fund.

Before the Petition Date, Frontier Insurance Company issued a
surety bond for $10,277,958 on Weirton's behalf, for the benefit
of the Fund. Frontier is presently subject to a state law
insolvency and rehabilitation proceeding in New York.

Mr. Freedlander maintains that prior to the Closing of the Asset
Sale to ISG Weirton, Inc., the Debtor was current on all its
statutory obligations due and owing to the Fund. However, the
Commission disputes this characterization as it relates to the
Debtor's alleged obligation to provide sufficient surety to the
Fund.

Concurrent with the Closing, the Debtor terminated all of its
employees. Weirton no longer had the ability to pay, and ceased
paying, all amounts otherwise due to the Fund prior to the
Closing. After the Closing, the Debtor was no longer an active
employer for purposes of West Virginia workers' compensation law.
The Debtor has not participated in the West Virginia workers'
compensation program since the Closing.

On November 3, 2003, the Commission asserted a contingent
unsecured priority claim in the undiscounted amount of
$111,031,825 and the discounted amount of $59,901,268, based on
an estimation of self-insured prepetition liabilities. The
Commission subsequently filed an administrative expense priority
claim for $6,178,687, based on an estimation of self-insured
postpetition liabilities. The Debtor disputes the amount,
validity and priority of the Commission Claims.

On April 23, 2004, the Commission filed a Notice of Appeal of the
ISG Sale Order with the United States District Court for the
Northern District of West Virginia.

The Debtor and the Commission now want to resolve their dispute
to avoid the costs, risks, delay and uncertainty associated with
litigating the Appeal and the Commission Claims.

The significant terms of the Settlement Agreement are:

A. Payment

    In full and final payment and satisfaction of the Commission's
    Administrative Claim, the Debtor will pay the Commission
    $4,000,000 in cash.  No portion of the Settlement Amount will
    be subject to recovery or disgorgement once paid.

B. Assignment of Annuity Contracts

    With respect to the Commission's Priority Claim, Weirton will,
    to the extent assignable, assign to the Commission the
    Debtor's right, title and interest in 12 annuity contracts:

       Settled Cases               Settlement Cost
       -------------               ---------------
       Ash, Robert                     $111,679
       Barnhouse, Thomas                 85,442
       Chapman, Herbert                  73,390
       Graham, Arles                     24,059
       Griffith, Charles                101,875
       Mowder, Clarence                 117,965
       Nagy, Alec                        76,578
       Taylor, Anthony                   43,885
       Thomas, Vashti                    63,118
       Weber, Norman                     42,943
       Wright, Jeffrey                   72,098
       Yeater, Dallas                   113,899
                                   ---------------
          TOTAL PREMIUM                $926,931
                                   ===============

    The Debtor will take all reasonable actions necessary to
    effectuate the assignments, including, but not limited to,
    executing a transfer of ownership.  To the extent the
    Annuities are not assignable, the Debtor will liquidate the
    Annuities and pay the proceeds to the Commission as soon as
    practicable.

C. Assignment of Subordinated Note

    With respect to the Commission's Priority Claim, the Debtor
    will assign to the Commission that certain Subordinated
    Purchase Money Note dated as of June 19, 1997, from the West
    Virginia Economic Development Authority in the original
    principal amount of $1,057,200.  No representations or
    warranties are made by the Debtor as to the collectability or
    enforceability of the Subordinated Note.

D. Disallowance of Claims

    Upon payment of the Settlement Amount, any and all claims
    filed or could in the future be filed by the Commission
    against the Debtor, including but not limited to claims for
    self-insured premium taxes, but excluding, however, the
    Allowed Priority Claim will be disallowed and expunged.

E. Dismissal of Appeal

    Upon receipt of the Settlement Amount, the Commission will
    take all necessary action to dismiss the Appeal, with each
    party to bear its own costs.

F. Waiver of Claims

    The Commission expressly agrees that upon payment of the
    Settlement Amount and assignment of the Annuities and of the
    Subordinated Note, it will seek no other or further payment
    from the Debtor for any claim, except for that claim for
    $10,277,958, representing the discounted present value of an
    undiscounted greater sum of the Commission's Priority Claim
    which will have the status of a claim under Section
    507(a)(8)(E) of the Bankruptcy Code.

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)


YURWAY TRANSPORTATION: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Yurway Transportation, Inc.
             177 Neville Street
             Circleville, Ohio 43113

Bankruptcy Case No.: 04-18654

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Torymac Investments, Inc.                  04-18655
      CZ Ryan, Inc.                              04-18656

Chapter 11 Petition Date: October 7, 2004

Court: Southern District of Indiana (Indianapolis)

Judge: James Coachys

Debtor's Counsel: KC Cohen, Esq.
                  KC Cohen, Lawyer, PC
                  151 North Delaware Street, Suite 1104
                  Indianapolis, IN 46204-2573
                  Tel: 317-715-1845
                  Fax: 317-916-0406

                             Estimated Assets    Estimated Debts
                             ----------------    ---------------
Yurway Transportation, Inc.     $0 to $50,000      $1 M to $10 M
Torymac Investments, Inc.       $0 to $50,000  $100,000-$500,000
CZ Ryan, Inc.                   $0 to $50,000   $50,000-$100,000

A. Yurway Transportation, Inc.'s 4 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Bank One                      Judgment                $1,248,000
c/o Barren & Merry Co., LPA
200 E. Campus View Blvd.
Ste. 200
Columbus, OH 43235

GE Cap                        Lease default              $84,600

Internal Revenue Service      Highway use tax            $55,538

Eakins Trust                  Trade debt                 $50,000

B. Torymac Investments, Inc.'s 6 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
GE Cap                        Lease default             $140,400

Bank One                      Judgment                  $127,349

Dayton Leasing                Operating equipment       $100,000

US Bancorp Equipment Finance                             $60,000

Internal Revenue Service      Highway use tax            $48,536

Capital City Trailers, Inc.   Operating equipment        $10,300

C. CZ Ryan, Inc.'s 6 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Dayton Leasing                Operating equipment        $82,575


* Piper Rudnick Merging with Gray Cary Effective Jan. 1, 2005
-------------------------------------------------------------
Piper Rudnick LLP, one of the nation's leading law firms, and Gray
Cary Ware and Freidenrich LLP, a premier technology law firm,
reported a merger that will create one of the largest, most
diversified law firms in the United States. The new firm will be
named "Piper Rudnick Gray Cary LLP."

With more than 1,300 lawyers, the combined firm will become one of
the 10 largest law firms in the U.S. The firm will have 20 offices
located in leading business and technology markets throughout the
country and projected revenues for 2004 that will approach
$800 million, which would have placed the merged firm sixth in
last year's AmLaw 100, which ranks U.S. law firms based on
revenues.

The merger, which takes effect on January 1, 2005, was announced
jointly by Piper Rudnick's co-chairs, Francis B. Burch Jr., and
Lee I. Miller, and Gray Cary's chairman and CEO, J. Terence
O'Malley.

The merger combines the 380 lawyers from Gray Cary, a firm well
known for representing clients in corporate and securities,
intellectual property and complex litigation matters, with the
1,000 lawyers from Piper Rudnick, a firm widely known for its real
estate, litigation, business and technology, and government
affairs practices. The combination results in a litigation
department that will be one of the nation's largest and most
experienced at trying complex litigation, including commercial and
patent law disputes. It also accelerates the growth of Piper
Rudnick's business and technology practice, which will have
notably stronger capacity to represent clients of all sizes, from
emerging companies to Fortune 100 corporations, particularly in
the technology industry.

"This merger represents an important milestone in our strategic
plan," said Burch and Miller, co-chairs of Piper Rudnick, in a
joint statement. "Gray Cary's core areas of practice, talented
attorneys, and presence in key locations fit perfectly into our
client-driven plans for growth. Their corporate and litigation
strengths complement our own, so collectively, we are well
positioned to meet the increasingly complex and global legal needs
of our clients."

"Like Piper Rudnick, we represent sophisticated clients that
provide sophisticated products and services throughout the U.S.
and across international markets," explained O'Malley. "This
merger enables us to offer them comprehensive legal services in
areas that are of critical importance to their business.

O'Malley added that having a presence in New York, Los Angeles,
Boston and Chicago, where Piper Rudnick now has offices, will give
Gray Cary's clients and the firm's attorneys immediate proximity
to important financial centers, capital markets, and additional
venues where complex cases are litigated. He also cited an
expanded presence in Washington D.C., where Piper Rudnick has a
substantial part of its well established legislative and
regulatory practice, as advantageous to the firm's clients who
find themselves at the intersection of technology and regulatory
issues in the post 9-11 business environment.

Response from clients to the merged firm's capabilities is
expected to be very positive. "Gray Cary and Piper Rudnick have
combined their substantial individual competencies and wide
ranging expertise into a powerful global platform capable of
serving global organizations like ours and the companies we work
with in a multitude of ways. We look forward to strengthening our
long-standing partnerships with these great firms now that they
have joined forces to create this enhanced set of capabilities,"
said Bob Grady, Managing Director and global head of venture
capital at the Carlyle Group, one of the world's largest private
equity firms.

The combined firm will comprise a set of top caliber, national
legal practices in the areas of:

   -- Corporate and Securities/M&A -- The merger will instantly
      create a leading corporate finance practice with more than
      250 attorneys. Based on completed deals, the merged firm
      would have ranked second in the country for "Completed U.S.
      M&A transactions" in the Thomson Financial tables.

   -- Litigation -- The combined firm creates a litigation
      department with more than 550 attorneys in offices
      throughout the country working on patent, securities, trade
      regulation, commercial, product liability, class action,
      white collar, financial services/insurance and other
      litigation work. The firm would rank seventh in the U.S. for
      the number of patent litigation cases filed in 2003,
      according to data compiled by American Lawyer Media.

   -- Real Estate -- With Piper Rudnick already widely recognized
      as the nation's preeminent real estate law firm, the
      combined firm would have more than 200 attorneys focused on
      real estate matters through the addition of 30 Gray Cary
      attorneys focusing in this area.

   -- Intellectual Property -- The merged firm will have nearly
      200 attorneys heavily focused on IP matters, including
      patents, copyrights and trademarks, media and advertising.
      The merged firm will have more than 60 attorneys focusing on
      patent and trademark prosecution, 60 attorneys with
      copyright law experience and nearly 80 patent litigators.

   -- Government Affairs -- Building upon Piper Rudnick's existing
      position as one of the top government affairs law firms in
      the U.S., the merged firm will have more than 180 attorneys
      operating out of the Washington D.C. office, including
      Senator George Mitchell, Congressman Dick Armey and Governor
      James Blanchard among a host of other political leaders. The
      office will become the second largest within the firm's
      network while hosting sophisticated practices that include
      antitrust, communications, environmental, international
      trade, government controversies, legislative affairs,
      government contracts, and electronic commerce and privacy.

"As two firms that are each the product of successful mergers in
the past, both Piper Rudnick and Gray Cary approached this deal
with a sharp focus on making sure there was a cultural fit," Burch
added. "Both Piper Rudnick and Gray Cary have collegial, open and
consensus-based cultures. Both share a deep commitment to pro bono
and public service. Both invest heavily in training and developing
their lawyers. We will continue to emphasize those values,
enabling us to provide a stimulating and rewarding working
environment for our lawyers and staff."

             Building on National Growth and Momentum

According to Burch and Miller, Piper Rudnick's continued expansion
in California has been a central part of the firm's strategic
growth plan to build core practices areas in key regions of
strategic importance to clients. The merger allows both firms to
expand existing client relationships and provides a strong
platform for developing new regional and national client
relationships.

The merger continues a period of dramatic growth for Piper Rudnick
during the past 15 months, reflected in several strategic mergers,
alliances and recruitment of many high-profile partners and
strategic advisors across the country.

                         About Gray Cary
    
Gray Cary is a national law firm that represents private and
public businesses, from emerging growth companies to Fortune 500
corporations. The firm has approximately 380 attorneys practicing
in Austin, East Palo Alto, Sacramento, San Diego, San Francisco,
Seattle and Washington, D.C.

                     About Piper Rudnick LLP

Piper Rudnick is a business law firm of 1,000 lawyers with U.S.
offices in Baltimore, Boston, Chicago, Dallas, Edison, Las Vegas,
Los Angeles, New York, Philadelphia, Reston, San Francisco, Tampa,
and Washington, and a European office in Paris.

In 2004, Chambers USA named 40 of the firm's lawyers (up from 28
in 2003) among America's Leading Lawyers for Business, including
two who received the rare "Exceptional" rating and one "Senior
Statesman," particularly in the areas of real estate, corporate,
litigation, and labor and employment. The firm's practice is
focused on:

   -- Litigation, including national business and securities,
      product liability and toxic torts, intellectual property,
      antitrust, labor and class action litigation, and a white-
      collar group featuring a former Watergate prosecutor. This
      group includes eight members of the American College of
      Trial Lawyers (one of whom also served as president), two
      former United States Attorneys and a former federal judge.

   -- Real Estate, comprising one of the largest and most diverse
      practices in the United States, with a focus on
      transactional, finance and securities capabilities for
      owners and investors in all property sectors. In 2004,
      Chambers and Partners, the Practical Law Company and Who's
      Who Legal in separate independent surveys of clients and
      competitors all ranked the Real Estate group as the
      undisputed leading real estate practice in the nation. The
      group includes the President-elect and a former President of
      the American College of Real Estate Lawyers, as well as 16
      other members of the College.

   -- Business and Technology, including corporate and securities,
      corporate governance, franchise and distribution,
      intellectual property, media, information technology,
      taxation, bankruptcy, biosciences, IPOs, private equity,
      mergers and acquisitions, project finance, and other major
      transactions for companies of all sizes.

   -- Government Affairs, including the nationally known federal
      affairs and legislation group formerly with Verner Liipfert
      Bernhard McPherson and Hand; a government controversies
      practice headed by the former general counsel of a leading
      telecommunications company; and prominent regulatory
      practices in government contracts, environmental, e-commerce
      and privacy, tax legislation, antitrust and communications.       
      This group includes former Senate Majority Leader George
      Mitchell and former House Majority Leader Dick Armey.

   -- International, with significant capabilities in trade
      regulation, dispute resolution, and cross-border
      transactions, complemented by our strategic alliance with
      The Cohen Group, an international strategic business
      advisory firm headed by former U.S. Secretary of Defense
      William S. Cohen, former NATO Supreme Allied Commander
      General Joseph Ralston, and former U.K. Defense Minister and
      NATO Secretary General  Lord George Robertson.


* Scott Hileman Leads A&M's New York Real Estate Group Expansion
----------------------------------------------------------------
Alvarez & Marsal, a leading global professional services firm,
announced that Scott Hileman has joined the firm's Real Estate
Advisory Services group as a Managing Director.   He will build
and lead the New York group, which provides independent and
objective financial consultation and analysis to real estate
owners, investors, lenders and corporate users.

Mr. Hileman has more than 22 years of domestic and international
real estate consulting experience.  He specializes in due
diligence, loan underwriting and restructuring, investment
analysis, capital market strategies, lease analysis and occupancy
cost reduction and has extensive experience re-engineering front
and back office operations of real estate developers, operators,
lenders and private equity funds as well as corporate real estate
departments.  Prior to joining A&M, Mr. Hileman was a Principal
with Ernst & Young's Real Estate Advisory Services and National
Practice Leader for its Real Estate Business Transformation Group.   

"Since launching our Real Estate Advisory Services group, we have
continued to attract senior professionals who have broad and deep
real estate industry experience - nationally and internationally,"
said William "Biff" McGuire, head of A&M's Real Estate Advisory
Services in Texas.  "Scott's impressive background and extensive
consulting experience in numerous critical areas make him an
invaluable team leader in New York and further increase our
ability to serve current and future clients in the U.S. and
globally."

Over the course of his career, Mr. Hileman has overseen the
selection and implementation of real estate technology for such
companies as Prime Hospitality Group, Northshore LIJ Hospital,
Roseland Properties, Kroeger, McDonalds and Giant Eagle.  In
addition, he has consulted on the successful financing of over
$1.5 billion of commercial real estate for clients including GMAC
Commercial Mortgage, G.E. Capital Real Estate, J.P. Morgan Chase
and Lehman Brothers.  

Mr. Hileman earned his bachelor's degree in Journalism and
Business from Pennsylvania State University and is a member of the
Urban Land Institute, CoreNet Global, National Council of Real
Estate Investment Fiduciaries, Mortgage Bankers Association and
Commercial Mortgage Securities Association.  

Alvarez & Marsal's Real Estate Advisory Services group provides
services including: transaction advisory services for real estate
buyers, sellers, investors and lenders; restructuring and real
estate litigation services, including consulting and expert
witness services related to real estate matters; strategy and
operations services, including executive management consulting to
institutional owners, investors, lenders and users of real estate;
and owner advisory services, including financial strategies and
execution for private companies and institutional owners of real
estate.  

                      About Alvarez & Marsal

Founded in 1983, Alvarez & Marsal is a global professional
services firm that helps businesses and organizations in the
corporate and public sectors navigate complex business and
operational challenges.  With professionals based in locations
across the U.S., Europe, Asia, and Latin America, Alvarez & Marsal
delivers a proven blend of leadership, problem solving and value
creation.  Drawing on its strong operational heritage and hands-on
approach, Alvarez & Marsal works closely with organizations and
their stakeholders to help address complex business issues,
implement change and favorably influence results.   Alvarez &
Marsal's service offerings include Turnaround Management
Consulting, Crisis and Interim Management, Creditor Advisory,
Financial Advisory, Dispute Analysis and Forensics, Real Estate
Advisory, Business Consulting and Tax Advisory.  For more
information about the firm, visit http://www.alvarezandmarsal.com/

                          *********

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 ***