TCR_Public/041028.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 28, 2004, Vol. 8, No. 235

                          Headlines

ADELPHIA: W.R. Huff Appeals Order Approving Employee Programs
ADELPHIA: New York Court Gets Full Jurisdiction on Devon Dispute
AMCAST INDUSTRIAL: CFO Francis Drew to Leave Post on Nov. 5
AMERICAN AIRLINES: NTSB Issues Ruling on Flight 587 Investigation
AMERICAS MINING: Will Own Near 75% Stake in Southern Peru Copper

AMERICAN SKIING: 4th Qtr. Financials Show Significant Improvement
ARMSTRONG WORLD: Asks Court to Approve 6th DIP Facility Amendment
ATA AIRLINES: Mechanics Disclose Concern Over Bankruptcy Filing
BIOPHAGE PHARMA: Posts 34% Decrease in Year-to-Date Net Loss
BREUNERS HOME: Trims Amended KERP Proposal by $34,000

BREUNERS HOME: Turns to Deloitte for Tax Work
BRIDALS BY KAUFMAN'S: Selling Inventory to Aid Rapid Liquidation
CAMCO: Reports $18.7 Million Stockholders' Deficit at Sept. 31
CATHOLIC CHURCH: Tucson Wants Interim Fee Procedures Established
CENTURY ALUMINUM: Posts $35.8 Million 3rd Quarter Operating Income

CHOCTAW RESORT: S&P Puts 'BB-' Rating on Proposed $150 Mil. Notes
CITATION CORP: 15-Member Creditors' Committee Appointed
COVANTA: Asks Court to Authorize U.S. Bank to Execute Agreements
CROWN CASTLE: Completes $2 Bil. UK Subsidiary Sale to Nat'l Grid
DELTA AIR: Reaches Tentative Pact with Pilots & Superintendents

DOBSON COMMS: May Increase Sr. Secured Debt Offering to $825 Mil.
DOMTAR INC: S&P Affirms 'BB' Preferred Stock Rating
ELARIO OLIVEIRA: Case Summary & 20 Largest Unsecured Creditors
EMPI CORP: Encore Acquisition Prompts S&P to Withdraw Ratings
ENRON CORP: Wants Court to Approve $3 Million Targa Break-Up Fee

ENRON CORP: Dist. Court Won't Allow Withdrawal of Belo Reference
FEDERAL-MOGUL: Asks Court to Okay Environmental Claims Settlement
FOSTER WHEELER: UK Subsidiary Wins Sipchem Project Dev't. Pact
GALEY & LORD: Hires Houlihan Lokey as Investment Banker
GENTEK INC: Richmond Claimants File Master Complaint

HAWAIIAN AIRLINES: Renews Multi-Year Commitment with Sabre
HILLSIDE MOBILE: Case Summary & 7 Largest Unsecured Creditors
IMC GLOBAL: Merger With Mosaic Prompts Fitch to Raise Ratings
INSIGHT HEALTH: S&P Lowers Corp. Credit Rating to 'B' from 'B+'
INTEGRATED HEALTH: Wants to Settle Issues with Litchfield

INTERSTATE BAKERIES: Taps Deloitte & Touche as Auditors
J.P. MORGAN: Fitch Upgrades Class G Certificate Rating to 'BB'
J.P. MORGAN: Fitch Raises Class G Certificate Rating to 'B'
JACUZZI BRANDS: Discloses Preliminary FY 2004 Financial Results
LAIDLAW INTL: Projects Higher EBITDA in Updated FY 2004 Guidance

LIBERATE TECH: Settles Class Action Shareholder Suit for $13.8MM
MERRILL LYNCH: S&P Affirms Class G's B Rating After CreditWatch
MILLAGRO INTL: Investors Agree to Swap Shares Prior to New Deal
MIRANT CORP: Claims Estimation Procedures Spur Several Objections
MIRANT CORP: MediaNews Can Terminate Swap Agreement, Court Says

MIRANT CORP: Nov. 1 Unsecured Creditors' Meeting is Postponed
NATIONAL BENEVOLENT: Parties Extend Plan Activity Standstill Pact
NATIONAL COAL: Completes $5.5 Mil. Robert Clear Asset Acquisition
NORTEL NETWORKS: Inks Settlement & License Pact with Foundry
NRG ENERGY: Wants Court Nod on Proposed Nelson Sale Allocation

OMI CORPORATION: Moody's Confirms Low-B Ratings After Review
OREGON ARENA: Files Third Amended Disclosure Statement
ORMET CORP: Steelworkers Hail Departure of CEO Emmett Boyle
OWENS CORNING: Court Okays CDC Corporation and Wall Tech Merger
OWENS CORNING: Willing to Provide Disclosure of Expert Testimony

PARMALAT: Investors Commence Class Action Suit vs. Former Execs
PILLOWTEX CORP: Discloses Letter of Intent on Kannapolis Sale
PREMIUM LOAN: S&P Assigns 'BB' Rating to Class D Notes
ROUGE INDUSTRIES: Exclusive Plan-Filing Period Extended to Feb. 16
SCHLOTZSKY'S INC: Hires Hilco Real as Real Estate Consultant

SOLUTIA INC: Creditors Have Until Nov. 30 to File Proofs of Claim
SPIEGEL INC: Moves to Reject Fleet Capital Equipment Lease
STERLING FINANCIAL: Reports Record Third Quarter 2004 Earnings
SUPERIOR GALLERIES: Sept. 30 Balance Sheet Upside-Down by $905K
TEMBEC INC: S&P Affirms BB- Corporate Credit & Sr. Unsec. Ratings

TRAVELCENTERS: Moody's Rates Planned $575M Secured Facility Ba3
TRIAD HOSPITALS: Posts $142.7 Million Third Quarter EBITDA
TRUMP HOTELS: Morgan Stanley to Arrange $500 Million Financing
U.S. CANADIAN: 3-for-1 Forward Split & Symbol Change Take Effect
UNIFLEX, INC: Wants Plan-Filing Period Stretched to Jan. 20

US AIRWAYS: Court Orders Trust Account Set-Up to Ensure Remittance
US AIRWAYS: Wants to Modify Labor Pacts with 3 TWU Locals
US AIRWAYS: David Bronner Discusses RSA's $240 Million Investment
UST INC: Turns Around with $5.843M Stockholders Equity at 3rd Qtr.
VERTIS INC: Sept. 31 Balance Sheet Upside-Down by $349.4 Million

VIVENDI UNIVERSAL: Loan Payments Spur S&P to Withdraw 'BB+' Rating
W.R. GRACE: Can Make Lease Decisions Until Plan Confirmation
WESTPOINT STEVENS: Wants to Settle Securities Litigation
WORLDCOM: Balks at Paying $20 Mil. to Creditors' Professionals

* O'Melveny Enhances Diversity Initiatives With 2 New Appointments

                          *********

ADELPHIA: W.R. Huff Appeals Order Approving Employee Programs
-------------------------------------------------------------
As reported in the Troubled Company Reporter on July 7, 2004,
Adelphia Communications Corporation and its debtor-affiliates
asked the U.S. Bankruptcy Court for the Southern District of New
York to approve several compensation and retention programs
including:

   (1) an amended performance retention plan;

   (2) an amended severance plan and amended forms of employment
       agreements for:

       (a) existing Executive Vice Presidents, Senior Vice
           Presidents and Vice Presidents; and

       (b) new hires; and

    (3) a key employee continuity program.

                  Court Approves Modifications

Finding that the Debtors' request is supported by sound business
judgment, Judge Gerber approves the Proposed Retention Programs as
amended in August 2004, and its Severance Component as modified in
September 2004.

                    W.R. Huff Is Not Pleased


W.R. Huff Asset Management Co., LLC, filed a notice of appeal to
the Clerk of the Bankruptcy Court.  W.R. Huff wants the District
Court to review Judge Gerber's order approving the ACOM Debtors':

    (a) Amended Performance Retention Plan;

    (b) Amendments to Severance Program and Forms of Employment
        Agreements;

    (c) Key Employee Continuity Program; and

    (d) the Amended Severance Program.

W.R. Huff specifically asks the District Court to review three
issues:

    (1) Whether the Bankruptcy Court erred in determining that
        Section 363 of the Bankruptcy Code permits the Debtors to
        make substantial payments to upper level management
        pursuant to a key employee retention plan and severance
        program when the Debtors already had in place a key
        employee retention plan;

    (2) Whether the Bankruptcy Court erred in approving the
        Debtors' proposed retention and severance program in light
        of its finding that the protections and presumptions of
        the business judgment rule did not apply because the
        Debtors' board of directors was not reasonably informed
        regarding proposed program and the experts advising the
        board had withheld critical information from the board;
        and

    (3) Whether the Bankruptcy Court exceeded its authority in
        providing the Debtors with an opportunity to correct the
        deficiencies in the record after the Bankruptcy Court
        determined that there was an insufficient basis upon which
        to approve their proposed retention and severance program.

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)


ADELPHIA: New York Court Gets Full Jurisdiction on Devon Dispute
----------------------------------------------------------------
As reported in the Troubled Company Reporter on July 13, 2004,
Judge Gerber of the U.S. Bankruptcy Court for the Southern
District of New York approved the stipulation between Adelphia
Communications Corporation and its debtor-affiliates and Devon
Mobile Communications, LP's Liquidating Trustee.  The ACOM Debtors
and the Devon Trustee agree that:

   (1) The automatic stay in force in the ACOM Debtors' Chapter
       11 cases is modified:

       (a) The Devon Trustee will be permitted to file and to
           prosecute the complaint as an adversary proceeding in
           the New York Bankruptcy Court, and the Devon Trustee
           waives his right under Rule 1014 of the Federal Rules
           of Bankruptcy Procedure to move to transfer the venue
           of any litigation on the Complaint, except that Devon
           may seek to amend the Complaint as permitted by
           applicable law;

       (b) The Devon Trustee will be permitted to prosecute the
           Complaint to judgment for the sole purpose of
           liquidating the Devon Claims, including those set
           forth in the Complaint; and

       (c) The Devon Trustee will be permitted to file and
           prosecute objections to the ACOM Claims in the
           Delaware Bankruptcy Court and the ACOM Debtors waive
           their rights under Bankruptcy Rule 1014 to move to
           transfer venue of any litigation involving the ACOM
           Claims and the Devon Objections to any Court other
           than the Delaware Bankruptcy Court; and

   (2) In the event the Devon Trustee obtains a judgment in its
       favor on the Complaint or ACOM obtains an allowed claim on
       account of the ACOM claims, any judgment or allowed claims
       will be subject to any rights of set-off and recoupment by
       the parties, to the extent permitted under applicable law.

On August 3, 2004, the Court held a status conference and
addressed the proposed stipulation granting the Devon Liquidating
Trustee partial relief from the stay to prosecute a lawsuit
against the ACOM Debtors.

Upon the Court's recommendation at the Status Conference, the
ACOM Debtors and the Devon trustee agreed to modify and amend the
Stipulation.  The Modifications include:

    (a) The ACOM Claims and any defenses, objections, claims and
        rights that Devon, the Devon Liquidating Trust or the
        Devon Trustee may have with respect thereto will be heard
        by the New York Bankruptcy Court, by way of counterclaim
        to the Devon Complaint, and adjudicated to final judgment
        and order before the New York Bankruptcy Court and any
        appellate court authorized to review the decisions of the
        New York Bankruptcy Court;

    (b) The Delaware Bankruptcy Court will transfer to the New
        York Bankruptcy Court its jurisdiction over the ACOM
        Claims and will give full force and effect to any final
        judgment or order issued by the New York Bankruptcy Court
        or any appellate court authorized to review the decisions
        of the New York Bankruptcy Court regarding the Adelphia
        Claims; and

    (c) Any final judgment entered with respect to the Devon
        Complaint and the ACOM Claims, taking into account any
        rights of setoff or recoupment by the parties to the
        extent permitted under applicable law, will become an
        allowed claim and treated in accordance with the Devon
        Plan and ACOM's Confirmed Plan.

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.

Devon Mobile Communications, LP, filed for Chapter 11 protection
in Delaware on August 19, 2002 under case no. 02-12431.  Saul
Ewing, LLP, is representing the Debtor. Devon is 49% owned by
Adelphia Communications Corporation. (Adelphia Bankruptcy News,
Issue No. 69; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMCAST INDUSTRIAL: CFO Francis Drew to Leave Post on Nov. 5
-----------------------------------------------------------
Francis J. Drew, Vice President of Finance and Chief Financial
Officer, advised Amcast (OTCBB:AICO) that he will resign his
position as of Nov. 5, 2004. Mr. Drew has informed the Company
that he would make himself available on a consulting basis for as
long as necessary to ensure a smooth transition.

When Mr. Pond joined Amcast in 2001, he enlisted Mr. Drew's
assistance in managing the Company and building the support of the
lending group. Mr. Pond has stated, "We appreciate the time and
effort which Frank has dedicated to the Company and his continued
support to Amcast for much longer than his original commitment. I
would like to personally thank him for his many contributions."

On an interim basis, Mr. Drew's responsibilities will be assumed
by Richard A. Smith. Mr. Smith is currently an Amcast Director and
a member of its Audit Committee. Mr. Smith has in his career held
high level financial positions including Executive Vice President
and Chief Financial Officer for Lennox International as well as
Vice President of Finance and Chief Financial Office for Arvin
Industries (now ArvinMeritor, Inc.).

Mr. Pond has further stated, "With Mr. Drew's continued support
and Mr. Smith's extensive experience, I am confident of a seamless
transition."

                        About the Company

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

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


AMERICAN AIRLINES: NTSB Issues Ruling on Flight 587 Investigation
-----------------------------------------------------------------
American Airlines is encouraged that the National Transportation
Safety Board ruled that the highly-sensitive rudder system on the
Airbus A300-600 aircraft was a contributing factor in the Flight
587 accident that occurred Nov. 12, 2001, in New York City.  
American is extremely disappointed, however, that the Board named
the pilot's actions as the probable cause, and that elements of
American's advanced aircraft maneuvering program, which teaches
pilots to recover from aircraft upsets, were a contributing
factor.

Today, American safely flies the Airbus A300-600 because of the
knowledge it gained from the Flight 587 investigation, and changes
it made to its procedures as a result.  In fact, in one of his
final statements, Mark Rosenker, vice chairman of the NTSB, said
he was confident that the Airbus was a safe airplane and that he
and his family are taking a trip on it in the near future.

American Airlines is the world's largest carrier.  American,
American Eagle and the AmericanConnection regional carriers serve
more than 250 cities in over 40 countries with more than 4,200
daily flights. The combined network fleet numbers more than 1,000
aircraft. American's award-winning Web site, http://AA.com/
provides users with easy access to check and book fares, plus
personalized news, information and travel offers. American
Airlines is a founding member of the oneworld(sm) Alliance.

AMR Corp.'s Sept. 30, 2004, Balance Sheet shows liabilities
exceeding assets by $314 million.


AMERICAS MINING: Will Own Near 75% Stake in Southern Peru Copper
----------------------------------------------------------------
Standard & Poor's Ratings Services said that Americas Mining
Corporation (AMC; B-/Positive/--), a Grupo Mexico S.A. de C.V.
subsidiary, announced that Southern Peru Copper Corporation's
Board of Directors approved unanimously the merger between
SPCC and Minera Mexico S.A. de C.V.

This merger is a stock transaction only and is subject to the
favorable votes of Southern Peru holders of at least two-thirds of
all outstanding shares, including Americas Mining, and a maximum
net debt level of $1 billion in Minera Mexico.  After the
transaction is completed, Americas Mining will have almost 75%
ownership of Southern Peru.  

The announcement does not have any impact on the ratings or
outlooks on any of the companies involved, because Standard &
Poor's views the ratings on Americas Mining, Minera Mexico,
Asarco, and Southern Peru to be equal because of common ownership
and management, centralization of certain functions, and
intercompany transactions.


AMERICAN SKIING: 4th Qtr. Financials Show Significant Improvement
-----------------------------------------------------------------
American Skiing Company (OTC: AESK) reported its financial results
for the 2004 fiscal year and fourth quarter ended July 25, 2004.
The Company reported significant improvement from ongoing
operations. It credited record financial results from its western
resorts and effective costs control measures which mitigated
adverse weather conditions at its eastern resorts. In addition,
the sale of remaining unit inventory at The Canyons Grand Summit
Hotel, gains on extinguishment of debt, and gains on transfer of
assets associated with extinguishment of debt, led the Company to
post a net loss available to common shareholders of $28.5 million
in fiscal 2004, a decrease of $53.5 million compared to a net loss
available to shareholders of $82.0 million is fiscal 2003.

"Our results out west were nothing short of spectacular," said CEO
B.J. Fair. "The Canyons experienced yet another year of
significant growth in skier visits. And both Steamboat and The
Canyons noted increased activity from destination markets," added
Fair. Results in the east were positively impacted by the sale of
innovative lift ticket products at its Sunday River and Attitash
resorts. "Our success with the Sunday River-Attitash season pass
helped mitigate the impact of weather and has led us to the
creation of the six resort All-For-One season pass. This new
product is expected to dramatically impact our business models in
the east," added Fair.

"We took some major steps forward as a company in fiscal 2004,"
Fair said. "We have a host of new initiatives in place to build on
those successes, particularly in the area of the guest experience.
Significant enhancements in our web strategies, including fully
automated web-based bookings at four of our resort reservation
centers, provide new industry leading tools for increasing sales
and managing the vacation experience," added Fair.

The Company has substantially completed work on its Form 10-K for
the fiscal year ended July 25, 2004. On October 25, 2004, the
Company's independent registered public accounting firm, KPMG LLP,
advised the Company that it would be unable to deliver its audit
report on the Company's consolidated financial statements for the
year ended July 25, 2004 because it had not completed its
assessment as to whether substantial doubt exists about the
Company's ability to continue as a going concern. Specifically,
KPMG is continuing to assess the facts and circumstances
surrounding the Company's 10.5% Repriced Convertible Exchangeable
Preferred Stock (the "Series A Preferred Stock"). Under the terms
of the Series A Preferred Stock, the Company was required to
redeem the Series A Preferred Stock on November 12, 2002 to the
extent that it had legally available funds to effect such
redemption. Prior to and since the November 12, 2002 redemption
date of the Series A Preferred Stock, based upon all relevant
factors, the Company's Board of Directors has determined that
legally available funds do not exist for the redemption of any
shares of Series A Preferred Stock. Because the holder of the
Series A Preferred Stock has made a demand for redemption and has
not agreed to extend the redemption date of the Series A Preferred
Stock, KPMG has advised the Company that it needs additional time
and information to complete its assessment.

Concurrently with the issuance of this press release, the Company
will file a Form 8-K with the SEC which will contain the Company's
unaudited consolidated financial statements as of and for the
fiscal year ended July 25, 2004 and other information that is
required to be included in Form 10-K. The Company expects to file
its Form 10-K for the fiscal year July 25, 2004 within 15 calendar
days. The unaudited consolidated financial statements do not
address any impact that could or would result from a decision by
KPMG LLP to add an explanatory paragraph to its audit opinion to
address a going concern issue and, accordingly, the unaudited
consolidated financial statements are subject to further change.

As previously disclosed, the Company is in the process of
refinancing its existing senior secured credit facility and its
senior subordinated notes. As part of this refinancing, the
Company entered into an agreement with the holder of the Series A
Preferred Stock under which the Company has agreed to issue, and
the holder has agreed to accept, new junior subordinated notes in
exchange for the Series A Preferred Stock. The exchange of the
Series A Preferred Stock for the new junior subordinated notes is
subject to the consummation of the refinancing.

                Fiscal 2004 Fourth Quarter Results

Net income available to common shareholders for the fourth quarter
of fiscal 2004 was $9.9 million, or $0.13 per basic common share
(after considering $5.8 million being allocated to participating
securities as prescribed by Emerging Issues Task Force Issue No.
03-06, "Participating Securities and the Two Class Method Under
FASB Statement No. 128, Earnings Per Share,"(EITF No. 03-06)
adopted on April 26, 2004), and $0.13 per diluted common share,
compared with net loss available to common shareholders of $39.2
million, or $1.24 per basic and diluted common share for the
fourth quarter of fiscal 2003.

Total consolidated revenue was $17.0 million for the fourth
quarter of fiscal 2004, compared with $15.9 million for the fourth
quarter of fiscal 2003. Resort revenue was $13.6 million for the
fourth quarters of both fiscal 2004 and fiscal 2003. Real estate
revenue was $3.4 million versus $2.2 million for the comparable
period in fiscal 2003. The increase in real estate revenue was
primarily due to increased land sales at our eastern resorts.

The Company's consolidated net income was $9.9 million for the
fourth quarter of fiscal 2004, compared with a consolidated net
loss of $29.3 million for the comparable period in fiscal 2003.
The loss from resort operations was $37.4 million for the fourth
quarter of fiscal 2004 versus a loss from resort operations of
$24.5 million for the fourth quarter of fiscal 2003. Excluding
accretion of discount and dividends on preferred stock, the loss
from resort operations was $26.0 million for the fourth quarter of
fiscal 2004 versus a loss of $24.5 million for the fourth quarter
of fiscal 2003. Income from real estate operations was $47.3
million for the fourth quarter of fiscal 2004, compared with a
loss of $4.8 million for the fourth quarter of fiscal 2003.
Excluding gain on extinguishment of debt and gain on transfer of
assets associated with extinguishment of debt, the loss for the
fourth quarter of fiscal 2004 was $1.3 million, versus a loss of
$4.8 million for the comparable quarter of fiscal 2003. The
Company has provided reconciliations from GAAP financial measures
to non-GAAP financial measures in the tables following this
discussion.

                 Fiscal 2004 Year End Results

Net loss available to common shareholders for the fiscal year
ended July 25, 2004 was $28.5 million, or $0.90 per basic and
diluted common share, compared with net loss available to common
shareholders of $82.0 million, or $2.59 per basic and diluted
common share, for fiscal 2003.

Total consolidated revenue grew seven percent to $284.1 million in
fiscal 2004, from $264.5 million in fiscal 2003. Resort revenue
was $250.7 million in fiscal 2004, compared with $251.6 million in
fiscal 2003, primarily reflecting lower skier visits at the
eastern resorts and record high skier visits at The Canyons. Real
estate revenue was $33.4 million in fiscal 2004 versus $12.9
million in fiscal 2003, reflecting the successful sale of
remaining unit inventory at the Grand Summit Hotel at The Canyons.

The Company's consolidated net loss for fiscal 2004 was $28.5
million versus $44.4 million for fiscal 2003. Excluding accretion
of discount and dividends on preferred stock, gain on
extinguishment of debt, and gain on transfer of assets associated
with extinguishment of debt, the consolidated net loss was $34.0
million for fiscal 2004 versus $44.4 million for fiscal 2003. The
loss from resort operations was $66.6 million for fiscal 2004
compared to a loss of $23.3 million for fiscal 2003. Excluding
accretion of discount and dividends on preferred stock, the loss
from resort operations was $23.5 million for fiscal 2004 versus
$23.3 million for fiscal 2003, mainly due to lower skier visits at
the Company's eastern resorts. Income from real estate operations
was $38.1 million for fiscal 2004 compared to a loss of $21.1
million for fiscal 2003. Excluding gain on extinguishment of debt
and gain on transfer of assets associated with extinguishment of
debt in fiscal 2004, the loss from real estate operations was
$10.5 million for fiscal 2004 versus a loss of $21.1 million for
fiscal 2003. The Company has provided reconciliations from GAAP
financial measures to non-GAAP financial measures in the tables
following this discussion.

            Adoption of New Statement of Financial
                  Accounting Standards No. 150
    
Effective July 28, 2003, the Company adopted Statement of
Financial Accounting Standards No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and
Equity" (SFAS No. 150). SFAS No. 150 establishes standards for how
financial instruments with characteristics of both liabilities and
equity should be measured and classified and requires that an
issuer classify a financial instrument that is within its scope as
a liability. All public entities are required to adopt SFAS No.
150. As a result of adopting SFAS No. 150, approximately $298.7
million of mezzanine- level preferred stock securities were
reclassified to liabilities in the Company's consolidated balance
sheet in the first quarter of fiscal 2004. This represents the
carrying value of all of the classes of mandatorily redeemable
preferred stock. For the fourth fiscal quarter and fiscal year
ended July 25, 2004, respectively, approximately $11.3 million and
$43.1 million of accretion of discount and dividends on the
preferred stock was included in interest expense, whereas
previously it was reported as accretion of discount and dividends
on mandatorily redeemable preferred stock. For the fourth fiscal
quarter and fiscal year ended July 27, 2003, respectively,
approximately $9.9 million and $37.6 million of accretion of
discount and dividends on the preferred stock was included in
accretion of discount and dividends on mandatorily redeemable
preferred stock.

              Use of Non-GAAP Financial Information
  
The Company uses both GAAP and non-GAAP metrics to measure its
financial results. Management believes that non-GAAP financial
measures which exclude accretion of discount and dividends on
preferred stock, gain on extinguishment of debt and gain on
transfer of assets associated with extinguishment of debt provide
useful information to investors regarding the Company's financial
condition and results of operations. The Company has excluded
accretion of discount and dividends on preferred stock from
certain non-GAAP financial measures to facilitate a comparison of
the Company's financial results prior to the adoption of SFAS No.
150. Since the Company has historically reported non-GAAP results
to the investment community, management also believes the
inclusion of non-GAAP measures provides consistency in its
financial reporting. However, non-GAAP financial measures should
not be considered in isolation from, or as a substitute for,
financial information prepared in accordance with GAAP. In
addition to the information contained in this press release,
investors should also review information contained in the
Company's Form 8-K, filed on October 26, 2004, as well as other
filings on file with the Securities and Exchange Commission when
assessing the Company's financial condition and results of
operations. The Company has provided reconciliations from GAAP
financial measures to non-GAAP financial measures in the tables
following this discussion.

                        About the Company

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


                          *     *     *

As reported in the Troubled Company Reporter on Oct. 26, 2004,
American Skiing Company said in connection with the cash tender
offer to purchase any and all of its $120 million principal amount
of 12% Senior Subordinated Notes due 2006, the requisite consents
have been received to eliminate substantially all of the
restrictive covenants for the indenture governing the Notes.

As a result of obtaining the requisite consents, American Skiing
Company executed and delivered a supplemental indenture setting
forth the amendments. The supplemental indenture provides that the
amendments to the indenture will only become operative when
validly tendered Notes representing a majority of the outstanding
Notes are accepted for purchase pursuant to the tender offer.
Notes tendered may not be withdrawn and consents delivered may not
be revoked.

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

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

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

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


ARMSTRONG WORLD: Asks Court to Approve 6th DIP Facility Amendment
-----------------------------------------------------------------
Armstrong World Industries, Inc., Nitram Liquidators, Inc., and
Desseaux Corporation of North America seek the authority of the
U.S. Bankruptcy Court for the District of Delaware to enter into
the Sixth Amendment to Revolving Credit and Guaranty
Agreement.

                       Previous Amendments

Rebecca Booth, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, reminds the Court that the Debtors and a
syndicate of financial institutions have entered into five
amendments to the Credit Agreement.  Under the First Amendment,
the Debtors and the Lenders agreed to reduce the commitment under
the Postpetition Financing from $400 million to $300 million.
Similarly, in May 2002, the parties entered into the Second
Amendment, reducing the commitment from $300 million to $200
million.  The Third Amendment provided for the elimination of
certain unnecessary reporting requirements under the Credit
Agreement and reduction of administrative fees charged by JP
Morgan Chase, as agent for the Lenders.  Under the Fourth
Amendment to the Credit Agreement, the Debtors and the Lenders
agreed to further reduce the commitment to $75,000,000, eliminate
the revolving credit borrowing feature and limit the commitments
under the DIP Facility to issuances of letters of credit, and to
extend the credit maturity date until December 8, 2003.  The Fifth
Amendment further extended the maturity date to December 8, 2004.  
The Debtors, JPMorgan Chase and the Lenders are currently
operating pursuant to the terms of the Amended Credit Agreement.

"As of June 30, 2004, AWI had $311.3 million of cash and cash
equivalents, excluding cash held by its non-debtor subsidiaries,"
Ms. Booth says.

In the ordinary course of its business, however, AWI has asked the
Lenders from time to time to issue standby and import documentary
letters of credit.  Currently, standby Letters of Credit
aggregating approximately $40.8 million have been issued.  AWI
believes that cash on hand and cash generated from operations and
dividends from its subsidiaries, together with lines of credit and
the DIP Facility, will be adequate to address its foreseeable
liquidity needs.  Because the Lenders are not required to issue
Letters of Credit that expire after the Maturity Date, AWI must
extend the Maturity Date to be able to continue to post letters of
credit in the ordinary course of its business.

                          The Sixth Amendment

Under the Sixth Amendment, the parties agree to:

   -- extend the Maturity Date under the Credit Agreement until
      December 8, 2005;

   -- enter into an Amendment Fee Letter; and

   -- enter into an Arrangement Fee Letter, in the case of AWI
      and JP Morgan Chase.

The Sixth Amendment also extends superiority administrative status
to claims of each of the Lenders and their affiliates arising from
any of AWI's indebtedness and obligations under the Credit
Agreement, as amended, in terms of:

   * overdrafts and related indebtedness; and

   * hedging and foreign exchange transactions.

Pursuant to the Amendment Fee Letter, AWI will pay JPMorgan Chase
for its own account and for the account of each Bank an amendment
fee in an amount equal to 1/10 of 1% of the Commitment of each
Bank, provided that AWI will only become obligated to pay the
Amendment Fee if the District Court has not entered an order
confirming the Plan by April 30, 2005.

Pursuant to the Arrangement Fee Letter, AWI will pay JPMorgan
Chase a $50,000 arrangement fee as consideration for JPMorgan
Chase's agreement to arrange the Sixth Amendment, provided that
AWI will only become obligated to pay the Arrangement Fee if the
Plan has not been confirmed by April 30, 2005.

The Debtors contend that it is essential to the continued
operation of their business to maintain postpetition financing to
service its customers and continue its ordinary course day-to-day
operations.  Although AWI has considerable assets, immediate
access to a postpetition financing facility is necessary to enable
AWI to post letters of credit in the ordinary course of its
business.  Without access to letters of credit, AWI's ability to
engage in ordinary business transactions will be impeded.  Even in
instances in which AWI could post cash collateral in lieu of
letters of credit, that would affect AWI's liquidity, require AWI
to negotiate individual cash collateral agreements, and put AWI's
cash at risk in the event of the insolvency of the holder of that
cash collateral.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major  
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company
filed for chapter 11 protection on December 6, 2000 (Bankr. Del.
Case No. 00-04469). Stephen Karotkin, Esq., Weil, Gotshal & Manges
LLP and Russell C. Silberglied, Esq., at Richards, Layton &
Finger, P.A., represent the Debtors in in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $4,032,200,000 in total assets and
$3,296,900,000 in liabilities. (Armstrong Bankruptcy News, Issue
No. 68; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


ATA AIRLINES: Mechanics Disclose Concern Over Bankruptcy Filing
---------------------------------------------------------------
Chuck Rasch, Region 2 Coordinator of the Aircraft Mechanics
Fraternal Association, issued a statement on ATA Airlines' chapter
11 bankruptcy filing.

   "We are very concerned about ATA's bankruptcy filing and the
   uncertainty this creates for the airline and for all ATA
   employees. For ATA, increased competition and soaring fuel
   costs have at least temporarily offset the advantage of having
   some of the lowest labor costs in the aviation industry,
   including for skilled aircraft technicians.

   "AMFA is monitoring the situation closely. We are heartened by
   ATA management's stated intent to maintain Indianapolis
   operations and employment levels. We hope that as the company
   weighs its options in reorganizing, it will always act in the
   best interests of ATA employees in all locations. ATA aircraft
   technicians are proficient and dedicated professionals, with
   world-class skills that include experience with ETOPS-certified
   aircraft and a commitment to help ensure the safety of the
   flying public at all times."

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA  
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th   
largest passenger carrier (based on revenue passenger miles) and  
one of the nation's largest low-fare carriers.  ATA has one of the  
youngest, most fuel- efficient fleets among the major 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 parent company, ATA  
Holdings Corp., is traded on the Nasdaq Stock Exchange. The  
Company and its debtor-affiliates filed for chapter 11 protection  
on Oct. 26, 2004 (Bankr. S.D. Ind. Case No. 04-19866, 04-19868  
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,  
represents the Debtors in their restructuring efforts.  When the  
Debtors filed for protection from their creditors, they listed  
$745,159,000 in total assets and $940,521,000 in total debts.


BIOPHAGE PHARMA: Posts 34% Decrease in Year-to-Date Net Loss
------------------------------------------------------------
Biophage Pharma Inc. (TSX:BUG.V), a biopharmaceutical company
engaged in the development of new therapeutics and clinical
diagnostics based on its leading expertise in immunology and phage
therapy, announced today its financial results and review of
operating highlights for the third quarter ended Aug. 31, 2004.

"During the quarter, Biophage was pleased to conclude a private
placement of $503,294, net of issuing costs. This provides funding
for the next 15 months and will be used mainly to accelerate the
development of our Nanosensors' technology platform for the
detection and management of bacterial infections," commented Dr.
Rosemonde Mandeville, Chief Executive Officer of Biophage Pharma
Inc.

During the third quarter of 2004, the Corporation reduced its net
loss to $109,575 compared to a net loss of $269,807 for the same
quarter in 2003. The year-to-date net loss for the nine-month
period ended August 31, 2004 was $609,338 compared with $917,902
in 2003, a significant decrease of 34%.

Revenues for the three-month ended August 31, 2004 increased to
$303,494 from $231,728 for the same quarter of 2003, resulting
from an increase in demand for the CRO services.

Research and development costs, net of tax credits, were $63,497
for the third quarter of 2004, as compared to $102,753 in 2003,
reflecting the decision made by the management to reduce its R&D
expenses until the conclusion of a new financing. Costs of
contracts were $182,375 as compared to $189,187 for the third
quarter of 2003 and general and administrative expenses were
reduced to $146,864 for the quarter ended August 31, 2004 compared
to $166,815 in 2003.

With the recent financing, Biophage had $973,554 in cash and cash
equivalents and temporary investments on August 31, 2004 as
compared to $848,333 as at November 30, 2003. Based on the current
monthly burn rate which averaged $61,423 per month for the first
nine months ended August 31, 2004 as compared to $86,320 in the
same period of 2003, the Corporation has sufficient liquidities
until the end of the next fiscal year.

Biophage will invest in its R&D programs in order to achieve
important milestones and will continue to maintain low overhead
expenses. Management will pursue its efforts to obtain additional
financing.  The interim financial statements include a going
concern assumption note.

                        About the Company

Biophage Pharma Inc. -- http://www.biophage.com/-- is a Canadian  
biopharmaceutical company developing new therapeutic and
diagnostic products using phage-based technology. Founded in 1995,
Biophage is located at the Biotechnology Research Institute in
Montreal and employs 15 people, including a team of 13
researchers. Through an active research and development program,
as well as in-licensing and collaboration agreements, Biophage is
building a portfolio of promising new therapeutics collaboration
agreements, Biophage is building a portfolio of promising new
therapeutics.


BREUNERS HOME: Trims Amended KERP Proposal by $34,000
-----------------------------------------------------
The Honorable Peter J. Walsh approved a modification to Breuners
Home Furnishings Corp.'s Key Employee Retention Program that
allows the company to pay an extra $67,000 -- $34,000 less than it
requested -- to retain personnel the company says are critical to
its wind-up by Dec. 31, 2004.  This $67,000 amount is in addition
to a $975,000 pot blessed by the Bankruptcy Court in July 2004.  
The Company trimmed its request this time and back in July after
lawyers at Platzer, Swergold, Karlin, Levine, Goldberg & Jaslow,
LLP, counsel to the Committee, objected.  This time around, the
Committee argued that a further increase in the KERP does nothing
to encourage the wind down of the Debtors' business operation.

CEO Joseph Reddington and CFO Michael Brown are the recipients of
this $67,000 award.  Additionally, Messrs. Reddington and Brown
will split, on a 54/46 basis, whatever's left of the initial
$975,000 amount.  

Headquartered in Lancaster, Pennsylvania, Breuners Home
Furnishings Corp., -- http://www.bhfc.com/-- was one of the  
largest national furniture retailers focused on the middle to
upper-end segment of the market. The Company, along with its
debtor-affiliates, filed for chapter 11 protection on
July 14, 2004 (Bankr. Del. Case No. 04-12030). Great American
Group, Gordon Brothers, Hilco Merchant Resources, and Zimmer-
Hester were brought on board within the first 30 days of the
bankruptcy filing to conduct Going-Out-of-Business sales at the
furniture retailer's 47 Huffman Koos and Good's Furniture stores.
Bruce Grohsgal, Esq., and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young & Jones represent the Debtors in their
restructuring efforts. The Company reported more than $100 million
in estimated assets and debts when it sought protection from its
creditors.


BREUNERS HOME: Turns to Deloitte for Tax Work
---------------------------------------------
Breuners Home Furnishings Corp.'s asks the U.S. Bankruptcy Court
for the District of Delaware for permission to hire Deloitte Tax
LLP to:

     * prepare the company's 2003 federal and state income tax
       returns; and

     * help compute its 2004 estimated quarterly tax payments.

Jorge Caballero leads the team of Deloitte tax professionals
who'll provide services to Breuners.  Deloitte will bill the
Debtor at its customary hourly rates:

             Professional      Hourly Billing Rate
             ------------      -------------------
             Director                 $443        
             Senior Manager           $369              
             Manager                  $330        
             Staff                    $279

Headquartered in Lancaster, Pennsylvania, Breuners Home
Furnishings Corp., -- http://www.bhfc.com/-- is one of the  
largest national furniture retailers focused on the middle to
upper-end segment of the market. The Company, along with its
debtor-affiliates, filed for chapter 11 protection on July 14,
2004 (Bankr. Del. Case No. 04-12030). Great American Group, Gordon
Brothers, Hilco Merchant Resources, and Zimmer-Hester were brought
on board within the first 30 days of the bankruptcy filing to
conduct Going-Out-of- Business sales at the furniture retailer's
47 stores. Bruce Grohsgal, Esq., and Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl, Young & Jones represent the Debtors in
their restructuring efforts. The Company reported more than
$100 million in estimated assets and debts when it sought
protection from its creditors.


BRIDALS BY KAUFMAN'S: Selling Inventory to Aid Rapid Liquidation
----------------------------------------------------------------
Kaufman's Wedding World (aka Bridals By Kaufman's) will open its
doors on Friday, Oct. 29, allowing customers and anyone else to
purchase merchandise at substantially reduced prices. Beginning on
Friday, Oct. 29, the store locations will be open Monday-Saturday
from 10:00 a.m. to 9:00 p.m. and Sundays from 12 noon to 5:00 p.m.

Original prices will be substantially reduced to aid in a rapid
liquidation. Discounts will begin at 50-70 percent off of original
prices. Gowns that originally sold for $1,800 will now sell for
$299. This is a once-in-a-lifetime opportunity. The store will be
open for three weeks or less depending on how quickly inventory is
sold.

Customers who made deposits on merchandise will be allowed an
additional 50 percent off of the already drastically reduced Going
Out of Business Sale prices. To verify deposits, customers should
bring receipts with them when shopping. Purchases can be made by
cash, Visa or MasterCard only.

Hudson Capital, LLC, an experienced team of retail liquidators
based in Miss., will coordinate the sale of more than ten million
dollars of inventory including bridal gowns, wedding party dress
and other special occasion formal wear.

As reported in the Troubled Company Reporter on Oct. 6, 2004, the
Honorable Bernard Markovitz entered an order Friday converting
Bridals By Kaufman's chapter 11 proceeding to a chapter 7
liquidation.

The century-old, 21-store retail chain couldn't obtain DIP
financing or strike any deal with its secured creditors to access
cash collateral.

The Debtor closed its retail stores a couple of days before filing
for bankruptcy protection, triggering a lawsuit in the
Commonwealth Court of Pennsylvania by the Attorney General. Judge
Markovitz allowed the stores to open for a short four-day period
late last month to allow brides who'd paid for their dresses to
retrieve the garments if they were in the stores.

Wedding dress and bridal gown retailer Bridals By Kaufman's aka
Kaufman's Wedding World aka Wedding World filed for chapter 11
protection (Bankr. W.D. Pa. Case No. 04-32015) on Sept. 10, 2004.
Salene R. Mazur, Esq., at Campbell & Levine LLC, represents the
Debtor. Total assets and debts were in the $1 to $10 million
range.


CAMCO: Reports $18.7 Million Stockholders' Deficit at Sept. 31
--------------------------------------------------------------
Camco reported, primarily as a result of closure costs relating to
the Hamilton manufacturing and distribution facility, a net loss
of $1.0 million for the third quarter ending September 18, 2004,
compared to net income of $0.6 million for the same period last
year. Income from operations, before closure costs, rose to
$4.8 million in the third quarter of 2004 versus $1.9 million for
the same period in 2003. Total sales for the third quarter
amounted to $168 million up 13% from 2003.

Excluding plant closure costs, higher income from operations for
the third quarter of 2004 was attributable to higher domestic and
export sales and lower base costs. Closure costs of $6.7 million
($4.5 million net of taxes) were recorded in the third quarter of
2004. As previously announced, closure costs for the Hamilton
plant will continue to be updated on a quarterly basis during
2004. Without closure costs, quarterly profit would have been $3.1
million compared to $0.6 million for the same period in 2003.

For the first three quarters of 2004, the Company recorded a net
loss of $6.6 million on sales of $458 million. Sales in 2003 were
$431 million resulting in net income of $0.9 million. Income from
operations, before closure costs rose to $9.6 million, compared to
$3.6 million in 2003. The principal drivers of improved year-over-
year operational performance were: strong domestic and export
sales, base cost productivity improvements resulting in lower
operating costs, and increased production at the Company's
manufacturing facility in Montreal.

James Fleck, President and CEO commented: "Although net income for
the balance of the year will continue to be impacted by quarterly
charges for Hamilton closure costs, as explained in the third
quarter MD&A, on an operations basis, the Company continues to
outperform 2003. We are now down to the final weeks of production
in Hamilton and everyone associated with Hamilton has contributed
to one of the most stable production years we've ever experienced.
Quality remains good, as does health and safety. Our Montreal
Plant has done a good job of bringing new dryer capacity on line,
and will be running at record high production levels this fall. We
are continuing to evaluate offers for the sale of the Hamilton
site as well as redundant equipment."

Camco is the largest Canadian manufacturer, marketer and service
provider of home appliances, with manufacturing operations in
Hamilton, Ontario and Montreal, Quebec. The Company's product line
includes such popular names as GE, Hotpoint, Moffat, Monogram and
Samsung. Camco also produces and services private brands for major
Canadian department stores. For information regarding Camco's
products and services, please visit the Company website at
http://www.geappliances.ca/

At Sept. 31, 2004, Camco's balance sheet showed an $18,719,000
stockholders' deficit, compared to $12,136,000 deficit at Dec. 31,
2003.


CATHOLIC CHURCH: Tucson Wants Interim Fee Procedures Established
----------------------------------------------------------------
In connection with the administration of its reorganization case,
the Roman Catholic Church of the Diocese of Tucson employs
bankruptcy attorneys, financial consultants and other
professionals.  By this motion, the Diocese of Tucson asks Judge
Marlar to establish procedures for bankruptcy professionals to:

   -- receive payments of interim compensation and reimbursement
      of expenses on a bi-monthly basis; and

   -- file periodic applications for a approval of interim
      reimbursement of expenses incurred.

Section 331 of the Bankruptcy Code authorizes applications for
interim compensation once each 120 days unless the Court orders
otherwise.

The Diocese finds it necessary to establish a procedure for paying
and monitoring the interim compensation due from the estate on a
bi-monthly basis, rather than every 120 days.  The Diocese, the
U.S. Trustee, and the creditors and other interested parties will
be in a better position to monitor and control the costs and fees
of each professional on a current basis.  Additionally, the
various professionals already have devoted and will be required to
devote substantial time, effort, money and expense to the
Diocese's case.

The absence of interim compensation procedures, Susan G. Boswell,
Esq., at Quarles & Brady Streich Lang, LLP, in Tucson, Arizona,
tells Judge Marlar, may cause undue financial burden on the
professionals, unfairly compel the professionals to finance the
Chapter 11 case, or discourage other professionals, whose services
the Diocese might require, from accepting or continuing
employment.

The Diocese requires professionals seeking interim compensation
for services rendered in the previous 60 days to file a cover
sheet application with the U.S. Bankruptcy Court for the District
of Arizona.  The Cover Sheet Application must seek payment of
interim compensation equal to 80% of the fees sought and 100% of
the expenses incurred during the prior 60 days.  The Application
must indicate the amount requested, the total time expended, and
the names of the professionals who performed the services and
their hourly billing rate.  The Application must also include a
detailed listing of the time expended by each professional.

The Application must be served on:

   (a) the Diocese and their counsel,

   (b) the U.S. Trustee, and

   (c) the counsel for the 20 largest unsecured creditors or any
       official committee appointed by the Arizona Bankruptcy
       Court.

Objections to the Applications must be filed and served to the
Notice Parties within 10 days of the date a notice of the
Application was mailed.  If no objection is filed, the Application
will be deemed approved on an interim basis, and the Diocese will
be required to make payments, without further Court order.

If an Objection is timely filed, the Diocese will only pay the
appropriate percentage of those amounts that are not in dispute.
The disputed amounts will be heard and resolved by the Court.

Payments made to professionals are not subject to disgorgement
unless the fees or expenses are disallowed under Section 330 or
331.

Notwithstanding the bi-monthly fee request, the Diocese further
requires the professionals to file within 30 days at the end of
each four-month period, an interim fee application summarizing the
professionals' activities.  The Interim Application will seek
approval of 100% of the fees, including 20% held back from the
monthly payments, and reimbursement of expenses.

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


CENTURY ALUMINUM: Posts $35.8 Million 3rd Quarter Operating Income
------------------------------------------------------------------
Century Aluminum Company (NASDAQ:CENX) reported that a one-time,
after-tax charge of $30.6 million for refinancing debt offset
strong operating earnings, resulting in a net loss of $16.0
million, or $.51 a common share, for the third quarter of 2004.
For the third quarter of 2003, the company reported a net loss of
$5.4 million, or $0.28 a common share after preferred dividends.

Quarterly Highlights:

   -- Operating income was $35.8 million, a six-fold increase over
      the year-ago quarter.

   -- Domestic debt was refinanced, lowering the company's
      borrowing rate from 11-3/4% to slightly over 5%, extending
      maturities and creating greater flexibility for the company.
      The one-time cost of tendering for the $325 million in notes
      due 2008 was $30.6 million after tax, or $0.96 a share.

   -- Sales and aluminum shipments were quarterly records.

Sales for the third quarter of 2004 were $274.3 million compared
with $201.5 million for the third quarter of 2003. Total shipments
of primary aluminum for the 2004 third quarter were 344.2 million
pounds, compared with 292.6 million pounds for the year-ago
quarter.

Net income for the first nine months of 2004 was $7.0 million, or
$0.23 a common share after preferred dividends. This compares with
net income of $7.2 million, or $0.27 a common share after
preferred dividends, for the 2003 period.

Sales in the first nine months of 2004 were $770.1 million,
compared with $576.7 million for the year-ago period. Total
shipments of primary aluminum for the 2004 period were 971.4
million pounds versus 839.6 million pounds for the year-ago
period.

Financial results for 2004 include Nordural from April 27, 2004,
the date of acquisition.

Commenting on the company's performance, Craig A. Davis, chairman
and chief executive officer, said:

   "Our overall performance in the recent quarter benefited from    
   favorable metal prices and our first full-quarter ownership of
   our Nordural Operations in Iceland. We refinanced our high-
   cost, long-term debt with lower cost debt that will produce
   substantial savings in interest and puts the company in a much
   stronger position. Cash flow remains very strong, and we
   prepaid $100 million of Nordural debt.

   "Our costs increased principally due to the replacement of more
   reduction cells than anticipated, fuel surcharges at the Mt.
   Holly, SC reduction plant, and administrative expenses relating
   to acquisitions, financings and Sarbanes-Oxley compliance.

   "On October 1, 2004, we completed the acquisition of a 50-
   percent interest in an alumina refinery in Gramercy, LA, and
   related bauxite assets in Jamaica. These assets were placed on    
   sale by Kaiser Aluminum & Chemical Corp. as part of its plan
   for emerging from bankruptcy. The acquisition ensures the
   continued supply of alumina to our Hawesville, KY reduction
   plant."

Century owns 615,000 metric tons per year (mtpy) of primary
aluminum capacity. The company owns and operates a 244,000-mtpy
plant at Hawesville, KY, a 170,000-mtpy plant at Ravenswood, WV
and a 90,000-mtpy plant at Grundartangi, Iceland. Century also
owns a 49.67-percent interest in a 222,000-mtpy reduction plant at
Mt. Holly, SC. Alcoa Inc. owns the remainder and is the operating
partner. Century's corporate offices are located in Monterey, CA.

                          *     *     *

As reported in the Troubled Company Reporter on August 12, 2004,
Moody's Investors Service assigned a B1 rating to Century Aluminum
Company's proposed $250 million of guaranteed senior unsecured
notes due 2014. The combined proceeds from the unsecured notes
and a $175 million issue of non-guaranteed convertible senior
notes due 2024 (unrated) will be used to finance the tender offer
for Century's existing first mortgage notes and to pay related
premiums, accrued interest and other expenses of approximately $64
million. The convertible senior notes are not guaranteed and
effectively subordinated to the other debt of Century. Moody's
affirmed the existing ratings of Century but changed its rating
outlook to positive from stable. Moody's will withdraw the
ratings on the first mortgage notes if Century's tender offer is
successful.

The following rating actions were taken:

    * Assigned a B1 rating to the proposed $250 million of senior
      unsecured notes due 2014;
   
    * Affirmed the Ba3 rating for Century's $100 million senior
      secured revolving credit facility;

    * Affirmed its B1 senior implied rating; and
   
    * Affirmed its B3 senior unsecured issuer rating.

Century's ratings continue to reflect its relatively high
leverage, exposure to a single commodity-priced product, a higher
cost base compared to many of its integrated competitors, the
risks associated with alumina and electrical power supply
arrangements, and concentration of sales among four customers.
Additionally, the ratings reflect the company's increased debt
level following its acquisition of Nordural Aluminum hf, Iceland,
and the additional borrowings and equity contributions required
to complete the $330 million Nordural expansion over the next two
years.


CHOCTAW RESORT: S&P Puts 'BB-' Rating on Proposed $150 Mil. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
the Choctaw Resort Development Enterprise's proposed $150 million
senior notes due 2019.  Choctaw Resort has no present intention of
registering the notes.  Proceeds from the proposed note issue,
together with a new $143.8 million term loan, will be used to fund
the previously announced tender offer for the Choctaw Resort's
outstanding 9.25% senior notes due 2009, to refinance existing
bank debt, and for fees and expenses.

At the same time, Standard & Poor's affirmed its existing ratings
on the Choctaw, Mississippi-based casino operator, including its
'BB' issuer credit rating.  The outlook remains stable.  The
proposed notes are rated one notch below the Choctaw Resort's
issuer credit rating given the size of the Choctaw Resort's
secured bank facility.  Pro forma total debt outstanding at
June 30, 2004 was approximately $294 million.

The stable outlook reflects Standard & Poor's expectation that the
Choctaw Resort's operating performance will continue to gradually
improve, given the quality of its facilities, the limited direct
competition in its surrounding market, and management's focused
efforts on operating efficiencies.  As a result of the expected
gradual improvement in operating performance, Standard & Poor's
expects Choctaw Resort's credit measures to remain good for the
rating.


CITATION CORP: 15-Member Creditors' Committee Appointed
-------------------------------------------------------
The United States Bankruptcy Administrator for the Northern
District of Alabama appointed 15 creditors to serve on an Official
Committee of Unsecured Creditors in Citation Corporation and its
debtor-affiliates chapter 11 cases.

    1. Omega Metal Treating, Inc.
       Attn: Paul Janowski
       1883 Commerce Drive
       DePere, Wisconsin 54115

    2. RUSAL America Corp.
       Attn: Bruce Markowitz
       550 Mamaroneck Ave. - Suite 301
       Harrison, New York 10528

    3. BEHR Metals, Inc.
       BEHR Iron & Steel, Inc.
       Attn: Leland Foecking
       1100 Seminary Street
       Rockford, Illinois 61104

    4. Pechiney World Trade (U.S.A.), Inc.
       Attn: Jeffrey A. Jankowski
       333 Ludlow Street
       Stamford, Connecticut 06902

    5. Jefferson Iron & Metal Brokerage
       Attn: Alan J. Dreher
       P.O. Box 131449
       Birmingham, Alabama 35213

    6. LandMark Engineering Sciences, Inc.
       Attn: Mark D. Augustine
       3021 Minot Lane, Suite 200
       Waukesha, Wisconsin 53188-4453

    7. EPP-MAR Metal Company
       Attn: Joseph S. Eppstein
       2319 Hartrey Avenue
       Evanston, Illinois 60201

    8. Dana Corporation
       Attn: Donald W. Commons
       4500 Dorr Street
       Toledo, Ohio 43615

    9. U S Inspection Services
       Attn: Dennis Lee
       705 Albany Street
       Dayton, Ohio 45408

   10. KM Tool Supply, LTD.
       Attn: Wayne Riekkoff
       N89W14452 Patrita Dr.
       P.O. Box 1270
       Menomonee Falls, Wisconsin 53051

   11. Kennametal, Inc.
       Attn: Dean R. Hoffman
       P.O. Box 231
       Latrobe, Pennsylvania 15650

   12. A&W Iron & Metal, Inc.
       Attn: Jesse Alexandra
       7588 Otten Dr.
       Kewaskum, Wisconsin 53040

   13. HA International LLC
       Attn: Dennis Ziegler
       630 Oakmont Lane
       Westmont, Illinois 60559

   14. TXU Energy
       Attn: Dan Carey/Ken Blenk /Stacy Garner
       1717 Main Street, Ste. 17-014
       Dallas, Texas 75201

   15. Metal Processors, Inc.
       Attn: Martin H. Pingel
       1010 W. John Beers Road
       Stevensville, Michigan 49127

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 Birmingham, Alabama, Citation Corporation --  
http://www.citation.net/-- designs, develops and manufactures   
cast, forged and machined components for the capital and durable  
goods industries, including the automotive and industrial markets.  
Citation uses aluminum, steel, gray iron, and ductile iron as the  
raw materials in its various manufacturing processes. The Debtors  
filed for protection on Sept. 18, 2004 (Bankr. N.D. Ala. Case No.  
04-08130). Michael Leo Hall, Esq., and Rita H. Dixon, Esq., at  
Burr & Forman LLP, represent the Debtors. When the Company and  
its debtor-affiliates filed for protection from their creditors,  
they estimated more than $100 million in assets and debts.


COVANTA: Asks Court to Authorize U.S. Bank to Execute Agreements
----------------------------------------------------------------
The Reorganized Covanta Energy Corporation and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Southern District
of New York to authorize U.S. Bank National Association to:

    (a) perform services for and hold certain interests on behalf
        of holders of allowed claims in class 6 under the Second
        Reorganization Plan, as provided for in a certain agency
        agreement between Covanta Energy Corporation, Richard
        Towle as Class 6 Representative, and U.S. Bank as the
        Administrative Agent; and

    (b) execute a certain credit agreement between Covanta Power
        International Holdings, Inc., and various lenders dated
        March 10, 2004 and a certain agreement between Covanta and
        certain of its creditors dated March 10, 2004 -- the
        International Intercreditor Agreement.

James L. Bromley, Esq., at Cleary, Gottlieb, Steen & Hamilton, in
New York, relates that the Second Reorganization Plan provides
that Allowed Class 6 Holders are entitled to distributions
comprised of:

    -- cash;

    -- certain lender interests arising under the CPIH Credit
       Agreement;

    -- certain participation interests arising under the
       International Intercreditor Agreement;

    -- certain interests in the Class 6 Unsecured Notes and the
       Class 6 High Yield Notes; and

    -- interests in the proceeds of certain litigation.

The Plan also provides that Mr. Towle is authorized to designate
an agent to hold the Class 6 Cash and the CPIH Interests, the
Allowed Class 6 Holders' interests in the Class 6 Notes and the
Class 6 Litigation Claims, and any proceeds arising from it on
behalf of the Allowed Class 6 Holders until the Disbursing Agent
makes an interim or final distribution to the Allowed Class 6
Holders.

Mr. Towle, in consultation with the Reorganized Debtors, has
selected U.S. Bank to serve as that agent.  To that end, the
parties negotiated, executed, and delivered the Agency Agreement
pursuant to which U.S. Bank agreed to assist the Reorganized
Debtors by holding the Class 6 Interests on behalf of the Allowed
Class 6 Holders until interim and final distributions are made to
the Allowed Class 6 Holders.  Mr. Bromley tells the Court that the
Reorganized Debtors seek to use U.S. Bank in this capacity in an
effort to avoid the costs associated with repeated distributions
to holders of relatively small Class 6 Claims.

Under the Agency Agreement:

    (a) U.S. Bank will provide a number of services to the Allowed
        Class 6 Holders contemplated during the negotiations
        leading up to, but not expressly provided for, in the
        formulation of the Second Reorganization Plan;

    (b) Specifically, U.S. Bank will receive, hold in escrow where
        appropriate and redistribute to the Allowed Class 6
        Holders where appropriate any proceeds or payments with
        respect to the Class 6 Interests;

    (c) U.S. Bank is authorized to prepare and file tax returns
        and use a portion of the funds held in escrow for the
        purpose of making any payments necessary in connection
        with it;

    (d) U.S. Bank is authorized to execute the CPIH Agreements for
        purposes of receiving any distributions with respect to
        the CPIH Interests on behalf of the Allowed Class 6
        Holders;

    (e) U.S. Bank may exercise the rights and powers of a lender
        under the CPIH Agreements, provided it gives the Allowed
        Class 6 Holders sufficient notice as required by the
        Agency Agreement and acts at the direction of Allowed
        Class 6 Holders holding more than 50% of the total amount
        of Allowed Class 6 Claims; and

    (f) When and where appropriate, the Administrative Agent will
        make distributions to the Allowed Class 6 Holders in
        accordance with the Agency Agreement.

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding  
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad.  The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton represent the Debtors in their
restructuring efforts. When the Debtors filed for protection from
its creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities.  On March 10, 2004, Covanta Energy
Corporation and its core subsidiaries emerged from chapter 11 as a
wholly owned subsidiary of Danielson Holding Corporation. Some of
Covanta's non-core subsidiaries have liquidated under separate
chapter 11 plans. (Covanta Bankruptcy News, Issue No. 68;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CROWN CASTLE: Completes $2 Bil. UK Subsidiary Sale to Nat'l Grid
----------------------------------------------------------------
Crown Castle International Corp. (NYSE: CCI) today reported
results for the third quarter ended September 30, 2004.

Site rental revenue for the third quarter of 2004 increased 11.6%
percent to $134.1 million, up $14.0 million from $120.1 million
for the same period in the prior year. Operating income improved
to $11.6 million in the third quarter of 2004 from $(7.3) million
in the third quarter of 2003, an increase of $18.9 million.

Net loss from continuing operations improved to $(56.1) million
for the third quarter of 2004, inclusive of a $13.9 million loss
from the retirement of debt, from a loss of $(104.8) million for
last year's third quarter, inclusive of $37.6 million in losses
from the retirement of debt and preferred securities. Net income
was $461.3 million for the third quarter of 2004, inclusive of
$517.4 million in income from discontinued operations and a $13.9
million loss from the retirement of debt, compared to a net loss
of $(99.7) million for the same period in 2003, inclusive of $5.1
million in income from discontinued operations and $37.6 million
in losses from the retirement of debt and preferred securities.
Net income after deduction of dividends on preferred stock was
$451.5 million in the third quarter of 2004, inclusive of $517.4
million in income from discontinued operations and a $13.9 million
loss from the retirement of debt, compared to a loss of $(109.2)
million for the same period last year, inclusive of $5.1 million
in income from discontinued operations and $37.6 million in losses
from the retirement of debt and preferred securities. Third
quarter 2004 net income per share was $2.02, inclusive of $2.32
per share in income from discontinued operations, compared to a
loss per share of $(0.50) in last year's third quarter, inclusive
of $0.03 per share in income from discontinued operations.

Operating Results

US site rental revenue for the third quarter of 2004 increased
$11.9 million, or 10.5%, to $125.3 million, from $113.4 million
for the same period in 2003. US site rental gross margin, defined
as site rental revenue less site rental cost of operations,
increased 13.2% to $86.1 million, up $10.1 million in the third
quarter of 2004 from the same period in 2003.

On a consolidated basis, site rental gross margin increased 14.8%
to $91.9 million, up $11.8 million in the third quarter of 2004
from the same period in 2003. Both the US and consolidated results
approximate same tower sales and gross margin as over 99% of Crown
Castle's sites were in operation for the 12 months preceding June
30, 2004.

"We are very pleased with our company performance this quarter as
we continue to complete over 25% more new tenant leases with our
customers in 2004 than in 2003," stated John P. Kelly, President
and Chief Executive Officer of Crown Castle. "As our customers
focus on enhancing their wireless networks to meet consumer
demand, we are diligently working to provide them rapid coverage
and capacity solutions on our extensive portfolio of towers.
Moreover, the company-transforming sale of our UK subsidiary that
was completed during the quarter affords us the operational and
financial flexibility to capitalize on the anticipated growth
potential of the US market."

Net cash from operating activities for the third quarter of 2004
was $19.2 million. Free cash flow, defined as net cash from
operating activities less capital expenditures, was a source of
cash of $9.5 million for the third quarter of 2004. For the third
quarter of 2004, total capital expenditures were $9.8 million,
comprised of $1.6 million of maintenance capital expenditures and
$8.2 million of revenue generating capital expenditures. Crown
Castle had $908.5 million of cash and cash equivalents as of
September 30, 2004. During the third quarter, Crown Castle
purchased approximately 2.7 million shares of its common stock
using approximately $36.0 million in cash, an average of $13.49
per share.

                      Sale Of UK Subsidiary
  
On August 31, 2004, Crown Castle completed the sale of its UK
subsidiary to National Grid Transco Plc for approximately
$2 billion in cash. Crown Castle used $1.3 billion of the proceeds
from the transaction to fully repay Crown Castle Operating
Company's credit facility. As a result of this transaction, Crown
Castle's UK subsidiary is classified as discontinued operations in
the financial results.

On September 10, 2004, Crown Castle announced cash tender offers
for certain of its outstanding 9 3/8% Senior Notes, 10 3/4% Senior
Notes, 7.5% Senior Notes and 7.5% Series B Senior Notes in order
to satisfy certain provisions of the Notes relating to the sale of
its UK subsidiary. On October 8, 2004, Crown Castle retired
$465,000 in aggregate principal amount of the Notes received
during the tender period.

"After the closing of the sale of our UK subsidiary, we continue
to focus on decreasing our cost of debt toward a target rate of
approximately 6% and positioning Crown Castle to have the
financial flexibility to utilize our internally generated capital
for the highest yielding investments, including opportunistic
share purchases, new assets and further investments in our
existing assets," stated W. Benjamin Moreland, Chief Financial
Officer of Crown Castle. "Further, we continue to evaluate
opportunities to replace our higher coupon notes with new senior
indebtedness, which we believe would come with much lower interest
costs."

Outlook

Crown Castle has increased its 2004 Outlook for Site Rental
Revenue from between $525 million and $530 million to between $528
million and $530 million and Adjusted EBITDA from between $280
million and $287 million to between $288 million and $291 million.
Crown Castle has adjusted its 2004 outlook for revenue generating
capital expenditures from between $33 million and $40 million to
between $37 million and $38 million.

Crown Castle's 2005 Outlook for net cash provided by operating
activities includes expected savings from interest expense
reductions that may be achieved through refinancings and further
debt reductions associated with the application of UK sales
proceeds and cash balances, and refinancings. Free cash flow is
defined as net cash provided by operating activities less all
capital expenditures (both maintenance and revenue generating
capital expenditures).

                        About the Company

Crown Castle International Corp. engineers, deploys, owns and
operates technologically advanced shared wireless infrastructure,
including extensive networks of towers and rooftops. Crown Castle
offers significant wireless communications coverage to 68 of the
top 100 United States markets and to substantially all of the
Australian population. Crown Castle owns, operates and manages
over 10,600 and 1,300 wireless communication sites in the U.S. and
Australia, respectively. For more information on Crown Castle
visit: http://www.crowncastle.com

                          *     *     *

As reported in the Troubled Company Reporter on June 30,2004,
Standard & Poor's Ratings Services placed its ratings of Houston,
Texas-based wireless tower operator Crown Castle International
Corp. (including the 'B-' corporate credit rating) and operating
company Crown Castle Operating Co. on CreditWatch with positive
implications. Approximately $4 billion of leased-adjusted debt is
outstanding.

The CreditWatch placement follows Crown Castle's announcement of a
definitive agreement to sell its U.K. tower subsidiary for about
$2 billion. The prior positive outlook had recognized the
potential for meaningful reduction in debt leverage, and the
earmarking of $1.3 billion of proceeds from the announced
disposition could accelerate the deleveraging process. However, a
key factor in the rating analysis will be the use of the
approximate $740 million balance of net sale proceeds. The
company notes that these monies will be used either for further
debt reduction or for expansion of its U.S. portfolio. To the
extent that Crown Castle opts not to apply the bulk of the
$740 million to debt reduction, Standard & Poor's will review
management's expansion plans, including the potential cash flow
from newly built and/or purchased towers. "If Crown Castle
purchases extant towers, factors that will be considered in
evaluating the credit impact will include the quality of existing
tenants per tower, contract terms applicable to purchased tenants,
the potential for new tenants, and tenant diversity," said
Standard & Poor's credit analyst Michael Tsao.


DELTA AIR: Reaches Tentative Pact with Pilots & Superintendents
---------------------------------------------------------------
Delta Air Lines (NYSE: DAL) reached a tentative agreement with its
pilots union to cut pilot costs by $1 billion annually, says a
report from The Wall Street Journal.

Delta's Air Line Pilots Association tentatively agreed to the
"cost savings package" late yesterday but did not disclose details
of the agreement, Bloomberg News reports.

            PAFCA Reaches Pact on New Contract Terms

The Professional Airline Flight Control Association (PAFCA), the
union which represents Delta's 185 flight superintendents, have
also reached a tentative agreement on new contract terms.

"Delta is pleased that it has reached a tentative agreement with
PAFCA leaders, and we are hopeful that Delta's flight
superintendents will ratify the agreement. This is an important
building block in Delta's Transformation Plan, as we work
diligently to return our company to viability through long-term
annual cost savings, operational efficiency and customer-focused
products and services."

In its revised Annual Report filed with the Securities and
Exchange Commission, Delta discloses a possible chapter 11 filing
due to a further decrease in domestic passenger mile yield and
near historically high levels of aircraft fuel prices.

                       The Delta Solution
  
Last month, Delta released a transformation plan - now dubbed The
Delta Solution - which outlined efforts to save $5 billion in
annual cash savings by 2006.

The plan calls for over 51 percent of the company's network to be
restructured by January 31, 2005, and aims to eliminate 6,000-
7,000 jobs over the next 18 months, lowering management overhead
costs by 15 percent, and reducing pay and benefits.

As reported in the Troubled Company Reporter on Oct. 26, 2004,
Delta has entered into a commitment letter with American
Express Travel Related Services Company, Inc. to provide up to
$600 million of financing to Delta, subject to satisfaction of
certain conditions.

Up to $100 million of the financing will be in the form of a loan
from Amex as part of a new credit facility currently being
negotiated with other lenders, for which a commitment has not yet
been obtained from such other lenders, and $500 million of the
amount will be in the form of a prepayment of SkyMiles. The
prepayment by Amex to Delta will be made in two installments, each
in an amount of $250 million, and each subject to significant
conditions that are set forth in greater detail in the Form 8-K
that Delta Air Lines filed with the Securities and Exchange
Commission. The first installment would be paid upon timely
satisfaction of the conditions and the second installment would be
paid, subject to the conditions, on a business day specified by
Delta that is at least 90 days after the initial prepayment
installment.

Both the credit facility and the prepayment facility would be
fully collateralized by a pool of assets. The prepayment would be
credited in equal monthly installments toward SkyMiles purchases
to be made by Amex during the 24-month period beginning on the
first anniversary of the initial prepayment installment and ending
on the third anniversary of that installment.

                        About the Company

Delta Air Lines -- http://delta.com/-- is the world's second  
largest airline in terms of passengers carried and the leading
U.S. carrier across the Atlantic, offering daily flights to
493 destinations in 87 countries on Delta, Song, Delta Shuttle,
the Delta Connection carriers and its worldwide partners. Delta's
marketing alliances allow customers to earn and redeem frequent
flier miles on more than 14,000 flights offered by SkyTeam,
Northwest Airlines, Continental Airlines and other partners.
Delta is a founding member of SkyTeam, a global airline alliance
that provides customers with extensive worldwide destinations,
flights and services.

At September 30, 2004, Delta Air Lines' reports a $3.58 billion
shareholder deficit. This compares to a $659 million shareholder
deficit at December 31, 2003.


DOBSON COMMS: May Increase Sr. Secured Debt Offering to $825 Mil.
-----------------------------------------------------------------
Dobson Cellular Systems, Inc., a wholly owned subsidiary of Dobson
Communications Corporation (Nasdaq:DCEL), is considering
increasing the size of its previously announced private offering
of $700 million aggregate principal amount of its Senior Secured
Notes due 2011 and Senior Secured Notes due 2012, to up to
$825 million aggregate principal amount.

Any such increase would be effected by means of an increase in the
aggregate principal amount of Senior Secured Notes due 2012 above
the $200 million level previously announced, with the aggregate
principal amount of Senior Secured Notes due 2011 remaining
unchanged at $500 million.

The additional proceeds of up to $125 million aggregate principal
amount would be used by Dobson Communications Corporation for the
repurchase of outstanding indebtedness of Dobson Communications
Corporation in one or more privately negotiated repurchases. The
indebtedness to be repurchased would be expected to include a
portion of Dobson Communications Corporation's outstanding 10-7/8%
Notes due 2010 and/or its 8-7/8% Notes due 2013.

The Senior Secured Notes due 2011 and 2012 will be offered only to
qualified institutional buyers under Rule 144A and to persons
outside the United States under Regulation S. The notes have not
been registered under the Securities Act of 1933 or under any
state securities laws, and, unless so registered, may not be
offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, registration
requirements of the Securities Act and applicable state securities
laws. This press release does not constitute an offer, offer to
sell, or solicitation of an offer to buy any securities.

Headquartered in Oklahoma City, Dobson Communications Corp is a
provider of wireless telecommunications services to suburban and
rural areas of the US with 1.6 million subscribers at the end of
June 2004, and LTM revenues of $950 million.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 22, 2004,
Moody's Investors Service assigned a B2 rating to the proposed
first priority senior secured notes due 2011 and a B3 to the
second priority notes due 2012 being issued by Dobson Cellular
Systems, Inc., a subsidiary of Dobson Communications Corp. In
addition, Moody's downgraded Dobson Communications' senior implied
rating to Caa1 and its senior unsecured rating to Ca, among other
ratings actions which are summarized below. The ratings outlook
remains negative.

Dobson Communications Corporation

   -- Senior implied rating downgraded to Caa1 from B2

   -- Issuer rating downgraded to Ca from Caa1

   -- $300 million 10.875% Senior Notes due 2010 downgraded to Ca
      from Caa1

   -- $594.5 million 8.875% Senior Notes due 2013 downgraded to Ca
      from Caa1

   -- 12.25% Senior Exchangeable Preferred Stock due 2008
      downgraded to C from Caa3

   -- 13% Senior Exchangeable Preferred Stock due 2009 downgraded
      to C from Caa3

American Cellular Corporation, (f.k.a. ACC Escrow Corp.)

   -- $900 million 10% Senior Notes due 2011 downgraded to Caa1
      from B3

Dobson Cellular Systems, Inc.

   -- $75 million (reduced from $150 million) senior secured
      revolving credit facility due 2008 affirmed at B1

   -- $550 million senior secured term loan due 2010 rating
      withdrawn

   -- $250 million (assumed proceeds) First Priority Fixed Rate
      Senior Secured Notes due 2011 assigned B2

   -- $250 million (assumed proceeds) First Priority Floating Rate
      Senior Secured Notes due 2011 assigned B2

   -- $200 million (assumed proceeds) Second Priority Senior
      Secured Notes due 2012 assigned B3

The downgrade of the senior implied rating to Caa1 reflects the
much weaker than expected cash flow in 2004 and beyond for the
Dobson Communications family and the resulting negative
consolidated free cash flows of the company. Further, the
downgrade reflects the expectation that, absent material
improvement in cash flow generation from the Dobson Cellular
subsidiary, Dobson Communications' capital structure is
unsustainable.

At Dobson Cellular Systems, the primary operating subsidiary of
Dobson Communications, the B1 rating on the $75 million revolving
credit facility reflects:

     (i) its priority position in the company's capital structure
         with the only first lien claim on the accounts
         receivable,

    (ii) inventory and other working capital assets of Dobson
         Cellular and its subsidiaries, and

   (iii) a shared first lien claim (shared with the B2 rated
         notes) on all other assets.

The B2 rating on the first priority secured notes due 2011
reflects their good position in the consolidated company's capital
structure, ranking behind only any outstandings under the revised
$75 million revolving credit available to Dobson Cellular.

The B3 rating on the second priority secured notes due 2012
reflects their more junior position behind the Dobson Cellular
revolving credit and the first priority secured notes.

Dobson Cellular and its subsidiaries serve close to 900,000
subscribers and are expected to generate just over $200 million in
EBITDA (on a pro forma basis for recent transactions) in 2004.
Moody's estimates interest expense to run approximately
$55 million per year and capital expenditures to be $70 million
per year after the completion of the company's GSM overlay. This
yields interest coverage (EBITDA - capex / interest) of 2.4x, and
debt/EBITDA of 3.5x at the Dobson Cellular level. In Moody's
opinion, these are decent credit statistics and along with the
structural seniority of all these obligations and the collateral
and guarantee packages supporting these lenders, are supportive of
the single-B ratings at the Dobson Cellular subsidiary.

However, those cash flow figures only yield $75 million of nominal
free cash flow (EBITDA less interest and capital spending) to
support Dobson Cellular's own working capital requirements and
then to upstream dividends to Dobson Cellular's parent, Dobson
Communications. Dobson Communications' two senior unsecured notes
total $894.5 million in principal amount and require $85.4 million
of annual coupon payments. While Dobson Communications has
sufficient liquidity in the form of cash to meet its obligations
in the near term, longer term that cash will be exhausted and as
outlined above the amounts available to be upstreamed from Dobson
Cellular could prove to be insufficient to meet all Dobson
Communications obligations without material improvement in cash
flows.

Consequently, because Dobson Cellular will be incurring more
structurally senior, secured debt at the Dobson Cellular level
($700 million - or more if the proposed transaction is increased -
up from $573.9 million at 2Q04), thereby further subordinating the
unsecured debt at Dobson Communications, and because cash flows
available to be upstreamed to Dobson Communications from Dobson
Cellular are likely to be insufficient to cover Dobson
Communications' debt service obligations, Moody's has downgraded
the two senior unsecured notes at Dobson Communications to Ca from
Caa1, and the two rated preferred stock issues to C from Caa3.

These ratings reflect the likelihood of substantial impairment
(potentially above 50%) to the Dobson Communications unsecured
lenders claims and the very poor prospects of any recovery for the
holders of the preferred stock of Dobson Communications in a
potential default scenario.

American Cellular Corporation is also a wholly owned subsidiary of
Dobson Communications, but the indenture to American Cellular's
10% senior notes due 2011 severely limit cash from being
upstreamed from American Cellular to Dobson Communications.
Further, American Cellular posted negative free cash flow in the
first half of 2004, and although Moody's expects American Cellular
to be slightly free cash flow positive in 2005, such amounts are
expected to be quite modest. Thus, the Dobson Communications
ratings are not impacted positively or negatively by American
Cellular's financial position. Moody's downgrade of the American
Cellular senior unsecured notes to Caa1 from B3 reflects the
weaker than expected cash flows generated by this subsidiary,
American Cellular's thin liquidity, and the high probability that
the company will seek to attain a small, secured bank credit
facility that would rank ahead of these notes in order to bolster
liquidity at this subsidiary.

Moody's is maintaining a negative rating outlook, although due to
the already low levels the Dobson Communications unsecured and
preferred stock ratings are unlikely to be lowered further. The
senior implied rating, however, is likely to be lowered as Dobson
Communications' liquidity exhausts should cash flows not increase
to levels that would support all of the company's debt service
obligations with a more comfortable cushion. The rating outlook
could be stabilized if the longer term outlook on the parent
company's liquidity improves, whether from higher levels of
internally generated cash flows, or from assets sales, should
these generate significant additional liquidity.


DOMTAR INC: S&P Affirms 'BB' Preferred Stock Rating
---------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Domtar
Inc. to negative from stable.  At the same time, the 'BBB-' long-
term corporate credit, the 'BBB-' senior unsecured debt, and the
'BB' global scale preferred stock ratings were affirmed.

"The outlook revision reflects concerns that profitability and
cash flow generation will be weaker-than-expected as a result of
the appreciation of the Canadian dollar," said Standard & Poor's
credit analyst Daniel Parker.

Domtar's efforts to improve its credit metrics will be
significantly affected by the currency appreciation.  The company
must improve its financial profile in order to retain its
investment grade rating.

The ratings on Montreal, Quebec-based Domtar reflect the company's
average credit profile stemming from a good cost position in the
cyclical forest products industry, good fiber and energy
integration, some revenue diversity, and moderate financial
policies.  These strengths are partially offset by the company's
exposure to cyclical commodity prices of fine papers, lumber, and
containerboard.

Although the appreciation of the Canadian dollar has hurt
profitability, prices have increased for almost all of Domtar's
products since first-quarter 2004.  Demand for Domtar's most
important product, uncoated freesheet, has improved and there have
been three price increases instituted for a total increase of
about US$160 per tonne.  

Containerboard prices also started to improve in the second
quarter.  Demand and prices for lumber have cooled off after a
busy summer led by strong housing construction in North America.  
Nevertheless, Domtar needs to improve its cash flow generation,
and the largest factor that can affect cash generation will be
strong pricing levels for all of its products.

The outlook is negative.  Although paper prices have improved, the
increase has been partially offset by the appreciation of the
Canadian dollar.  As the business environment remains challenging,
Domtar must reduce debt and improve its financial profile to
maintain its ratings.


ELARIO OLIVEIRA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Elario Oliveira Construction, Inc.
        91 Urban Avenue
        Westbury, New York 11590

Bankruptcy Case No.: 04-86846

Type of Business:  This is a construction company.

Chapter 11 Petition Date: October 26, 2004

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Jeffrey A Wurst, Esq.
                  Ruskin Moscou Faltischek PC
                  East Tower, 15th Floor
                  190 EAB Plaza
                  Uniondale, New York 11556
                  Tel: (516) 663-6535

Total Assets: $6,654,966

Total Debts:  $6,885,416

Debtor's 20 largest unsecured creditors:

    Entity                                Claim Amount
    ------                                ------------
IRS - Special Procedure Unit                $1,588,512
PO Box 2899
Church Street Station
New York, New York 100008

Seville Central Mix Corporation             $1,048,438
157 Albany Avenue
Freeport, New York 11520

Saint Paul Guardian Insurance Company         $394,209
599 Thornall Street
Edison, New Jersey 08837

Munley Management Corporation                 $300,000
PO Box 304
Sound Beach, New York 11789

Allied Environmental Group                    $270,455
334 South Warminister Road
Hatboro, Pennsylvania 19040

Sea Crest Development                         $235,956

Cement & Concrete Workers District            $174,963

Mill Rental Corporation                       $162,596

Intercounty Paving                            $131,269

Edemco                                        $120,000

New York State Department of Labor            $108,113
Unemployment Insurance Division

NYS Departmnt of Taxation and Finance         $104,205
Bankruptcy/ Special Procurement

Merrick Utility Association                    $93,307

Triple A Recycling Corporation                 $87,802

Empire Transit Mix Inc                         $81,225

Schlam Stone & Dolan                           $78,051

Excavators Union Local 731                     $73,275

Triboro Hardware                               $73,224

Tilcon New York, Inc.                          $70,054

International Union of Operating Engineers     $68,498
Local 138, 138A, B, C


EMPI CORP: Encore Acquisition Prompts S&P to Withdraw Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' corporate
credit and senior secured bank loan ratings on orthopedic
rehabilitation products manufacturer Empi Corporation.  

The company has been purchased by Encore Medical Corporation
(B/Positive/--).  Empi's senior secured bank loan was refinanced
as part of the transaction.


ENRON CORP: Wants Court to Approve $3 Million Targa Break-Up Fee
----------------------------------------------------------------
As reported in the Troubled Company Reporter on Oct. 26, 2004,
Debtors Enron North America Corp., Louisiana Resources Company,
LRCI, Inc., Louisiana Gas Marketing Company, and LGMI, Inc., ask
the U.S. Bankruptcy Court for the Southern District of New York to
approve the sale of their Bridgeline Interests to Targa
Bridgeline, LLC, subject to higher and better offers, pursuant to
a Purchase and Sale Agreement.

Targa Bridgeline is a limited liability company. Targa
Bridgeline's parent Targa Resources, Inc., is a Delaware
corporation.

The Debtors propose to pay Targa Bridgeline LLC $3,000,000 in the
event that the sale of their interests in Bridgeline Holdings LP
and Bridgeline LLC, to Targa is terminated by:

    (a) the Debtors or Targa, pursuant to provisions in the
        parties' Purchase Agreement; or

    (b) Targa, pursuant to the Purchase Agreement and at the time
        of the termination, the Debtors have entered into an
        agreement with respect to an Alternative Transaction.

Herbert K. Ryder, Esq., at LeBoeuf, Lamb, Greene & MacRae, LLP,
in New York, points out that each of the Debtors intends to pay
Targa severally and not jointly, its pro rata portion of the
Break-up Fee on the date of closing of the Alternative
Transaction.  The Break-up Fee is to be paid to Targa directly
out of the proceeds from the closing of the Alternative
Transaction.

The Break-up Fee however will not be due and payable if Targa or
its parent, Targa Resources, Inc., will at the time of the
termination, be in breach of any of its obligations,
representations or warranties contained in the Purchase Agreement
in any material respect.

The Debtors believe that the payment of the Break-up Fee will not
diminish or affect their estates or their creditors.  Mr. Ryder
explains that the Debtors will not terminate the Purchase
Agreement so as to incur the obligation to pay the Break-up Fee
unless to accept a Qualified Bid.

Accordingly, the Debtors ask the Court to approve the payment of
the $3,000,000 Break-Up Fee to Targa.

The Break-up Fee and establishment of the minimum overbid amount
are material inducements for, and conditions of, Targa's entry
into the Purchase Agreement.

Headquartered in Houston, Texas, Enron Corporation is in the midst
of restructuring various businesses for distribution as ongoing
companies to its creditors and liquidating its remaining
operations.  Before the company agreed to be acquired, controversy
over accounting procedures had caused Enron's stock price and
credit rating to drop sharply.  The Company filed for chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No. 01-
16033).  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts. (Enron Bankruptcy News, Issue No. 128;
Bankruptcy Creditors' Service, Inc., 15/945-7000)


ENRON CORP: Dist. Court Won't Allow Withdrawal of Belo Reference
----------------------------------------------------------------
From October 26 through November 6, 2001, Enron Corporation paid
out more than $1 billion to redeem certain commercial paper
before its stated maturity date.  Holders of the commercial
paper, including The Belo Company, urged Enron to do this in
light of announcements in October 2001 that Enron had charged
$1 billion against its third quarter 2001 earnings, that the
Securities and Exchange Commission had commenced an investigation
of Enron's accounting practices, and that rating agencies were
planning downgrades of Enron's debt ratings.

Enron asserts that the prepayments and redemptions directly
contravened the terms of the original issuing documents and by
depleting Enron's estate, unfairly preferred these commercial
paper holders over other general unsecured creditors.  On
November 6, 2003, Enron sued over 100 commercial paper holders,
including Belo, to recover prepayments and early redemptions.

                     Withdrawal of the Reference

Belo asks the United States District Court for the Southern
District of New York to withdraw the reference of the adversary
proceeding to the Bankruptcy Court.

A party may move to withdraw the reference to the Bankruptcy
Court pursuant to Section 157(d) of the Judiciary Code, which
states:

    "The district court may withdraw, in whole or in part, any
    case or proceeding referred under this section, on its own
    motion or on timely motion of any party, for cause shown.
    The district court shall, on timely motion of a party, so
    withdraw a proceeding if the court determines that
    resolution of the proceeding requires consideration of both
    title 11 and other laws of the United States regulating
    organizations or activities affecting interstate commerce."

District Court Judge Michael B. Mukasey notes that Belo does not
argue for mandatory withdrawal of the adversary proceeding under
Section 157(d).  Instead, Belo contends that its right to a jury
trial before the District Court is "cause" for permissive
withdrawal of the reference.

Belo concedes that Enron's claims are core claims, as they fall
within at least two classes of core proceedings designated by
Congress to be within the bankruptcy courts' jurisdiction.

However, Belo asserts that its right to a jury trial in district
court warrants withdrawing the reference.  Belo stresses that it
has not filed a proof of claim in Enron's bankruptcy proceeding
and will not consent to a jury trial held by the Bankruptcy
Court.

According to Judge Mukasey, several decisions in the Southern
District of New York have recognized that a jury demand by itself
does not constitute "cause" for permissive withdrawal of the
reference.

"[I]t does not automatically follow from Belo's jury demand that
the reference must be withdrawn, at least at this time.  Rather,
the important . . . factors of judicial economy and uniform
administration of Enron's bankruptcy weigh heavily in favor of
denying Belo's motion without prejudice and allowing the
Bankruptcy Court to continue managing its case.  The Bankruptcy
Court's unique familiarity with the facts and law relating to
Enron's bankruptcy will allow it to resolve this dispute more
efficiently than would a court completely new to the case," Judge
Mukasey says.

Moreover, Judge Mukasey continues, withdrawal at this stage of
the proceeding would be premature.  The adversary proceeding is
still in the early stages and because of the large number of
defendants and unresolved pre-trial matters, especially
discovery, one can only speculate when it will proceed to trial,
if at all.  The Bankruptcy Court has presided over the case for
almost one year, is already familiar with Enron's claims, and
thus is best equipped to handle discovery and other pretrial
matters.  Again, judicial economy favors denial of Belo's motion
to withdraw the reference.

Judge Mukasey notes that neither party has made allegations of
forum shopping worthy of discussion.

Thus, the District Court denies Belo's request to withdraw the
reference.

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 Environmental Claims Settlement
-----------------------------------------------------------------
After the bankruptcy petition date, approximately 100 proofs of
claim, amounting to $252 million, were filed against Federal-Mogul
Corporation and its debtor-affiliates with respect to their
existing or potential environmental liabilities.  Moreover, the
United States Environmental Protection Agency and Federal Natural
Resource Trustees were granted several stipulated extensions of
the date by which proofs of claim must be filed.  According to
James E. O'Neill, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub, in Wilmington, Delaware, as of August 18, 2004, the
United States Government has asserted, but not filed any claims
against the Debtors.

The Debtors and the United States Government ask the Court to
approve a settlement agreement, pursuant to which the U.S. Debtors
and at least 14 claimants agreed to resolve certain issues between
them relating to existing, potential, or threatened claims
advanced by the Claimants.

The Claimants and their claims are:

    Claimant                 Site/Location               Claim No.
    --------                 -------------               ---------
    State of Georgia     M&J Solvents Site, Georgia         6794

    State of Indiana     Frankfort, Indiana                 6125

    State of Indiana     Mooresville, Indiana               6126

    State of Indiana     Orland, Indiana                    6124

    State of Indiana     Michigan City, Indiana             6129

    Commonwealth
    of Kentucky          Scottsville, Kentucky              5220

    Commonwealth
    of Pennsylvania      Hellertown, Pennsylvania           6922

    City of Battle       Verona Well Field Superfund
    Creek, Michigan      Site, Battle Creek, Michigan      10365

    Board of County
    Commissioners,       King Road Landfill Superfund       6876
    Lucas County, Ohio   Site, Lucas County, Ohio           6877

    Paikes Enterprises   Hellertown, Pennsylvania           5923

    Commercial Oil       Commercial Oil Services            5978
    Services Site Grp.   Superfund Site, Ohio               5979
                                                            5980

    Third Site Trust     Third Site Superfund Site,
    Fund Trustees        Boone County, Indiana              6944

    Stickney/Tyler       Stickney/Tyler Superfund Site,
    Administrative Grp.  Toledo, Lucas County, Ohio         6841

    Fultz Landfill PRP   Fultz Landfill Site,
    Group                Byesville, Guernsey County, Ohio   6292

The Settlement Agreement addresses each of the Environmental
Claims as well as acknowledges that some liability may not yet be
known or quantifiable and that some sites are yet to be
discovered or linked to the U.S. Debtors.  The salient terms of
the Agreement are:

A. Environmental Sites

    (1) Liquidated Sites

    The Liquidated Sites are largely sites that were previously
    owned by the U.S. Debtors or sites where the U.S. Debtors are
    alleged to have disposed of waste material.

    The Claims relating to the Liquidated Sites allege that the
    Debtors are potentially responsible parties with respect to
    the sites pursuant to federal or state environmental law or
    private contractual obligations.  The Claims are allowed and
    will be treated as Unsecured Claims for past and future
    response costs, or in certain specified cases, only past
    response costs.

    The Liquidated Claims involve a total of 14 properties and
    compromise alleged claims for $23 million, including the $1.9
    million in claims alleged to be held by the Government.
    The Settlement allows 21 Claims, with negotiated allowed
    amounts of $2,604,679 in Unsecured Claims and $213,080 in
    Secured Claims, with the totality of the Secured Claims
    addressed by a related stipulation.

    Moreover, eight of the Allowed Claims will be liquidated at $0
    due to:

       -- agreement between the U.S. Debtors and the particular
          Claimant that no liability was appropriate;

       -- previous payments made by the U.S. Debtors were
          sufficient to satisfy the Claim; or

       -- agreement between the U.S. Debtors and the particular
          Claimant to a non-monetary resolution of the Claim.

    A free copy of the list of Allowed Liquidated Sites Claims is
    available at:

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

    The distribution amount with respect to each of Liquidated
    Sites Claims will be determined according to the confirmed
    Plan's distribution scheme for all Unsecured Claims.

    (2) Additional Sites

    Additional Sites encompass all sites, known or unknown, other
    than those sites designated as Debtor-Owned Sites and the
    Liquidated Sites, where a prepetition release or threatened
    release of a hazardous substance has occurred.  Additional
    Sites may be described as sites where:

       -- the U.S. Debtors have not yet been identified as PRPs;

       -- the U.S. Debtors' underlying liability is uncertain;

       -- the U.S. Debtors' equitable share of costs cannot yet be
          determined; or

       -- the U.S. Debtors may be liable for prepetition
          activities but there is some degree of uncertainty that
          prevents a final resolution at this time.

    A list of the Additional Sites is available for free at:

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

   Claims with respect to Additional Sites will be discharged
    under Section 1141 of the Bankruptcy Code in exchange for
    giving the holders of the Claims:

       (i) the distributions and rights afforded under the Plan to
           the holders of Allowed Unsecured Claims in Class H once
           the Claims have been liquidated in accordance with the
           terms of the Settlement; and

      (ii) the other rights provided under the Settlement,
           including but not limited to the right to liquidate
           Claims involving the Additional Sites after the
           Effective Date, notwithstanding those Claims having
           been discharged under Section 1141.

    In the event the U.S. Debtors agree to accept liability or are
    determined to be liable after the Plan is confirmed, the U.S.
    Debtors' liability will be treated as if it had been
    liquidated as an Unsecured Claim under the Plan, and the
    determined amount of liability will be satisfied by
    distribution of the amount provided to holders of Unsecured
    Claims under the Plan.

    Although the Claimants are permitted to seek monetary relief
    from the U.S. Debtors with respect to the Additional Sites,
    the Claimants are precluded from seeking injunctive relief on
    account of prepetition liability.  The Claimants are further
    precluded from seeking any injunctive relief or issuing any
    unilateral order under the Comprehensive Environmental
    Response, Compensation and Liability Act, the Resource
    Conversation and Recovery Act or similar state law against the
    U.S. Debtors for prepetition activities at the Additional
    Sites.

    (3) Debtor-Owned Sites

    Debtor-Owned Sites include those properties or sites that the
    U.S. Debtors own at, or after, the confirmation date of the
    Plan.  The U.S. Debtors' liabilities and obligations at
    Debtor-Owned Sites will not be discharged pursuant to Section
    1141, or in any way affected or waived by the Plan or the
    Settlement.  Thus, the Claimants are free to pursue
    enforcement actions or other proceedings against the U.S.
    Debtors with respect to the Debtor-Owned Sites after
    confirmation of the Plan.

    The Debtor-Owned Site treatment applies to any Claims filed
    for the recovery of response costs, including:

       (i) actions to address the migration of hazardous
           substances that have migrated from the Debtor-Owned
           Site to a proximate location;

      (ii) claims to compel performance of removal, remedial or
           corrective actions, including actions to address
           hazardous substances that have migrated from the
           Debtor-Owned Site to a proximate location;

     (iii) claims for the recovery of natural resource damages
           arising from postpetition or ongoing releases at or
           leaching from a Debtor-Owned Site; and

      (iv) claims to recover civil penalties for violations due to
           the U.S. Debtors' postpetition conduct.

B. Work Consent Decrees

    The Debtors remain obligated to carry out and comply with the
    terms of four Work Consent Decrees:

       (1) The September 28, 1993 Administrative Order by Consent
           Pursuant to CERCLA, issued by U.S. Environmental
           Protection Agency, Region V, In the Matter of
           Commercial Oil Services Site, Ohio;

       (2) The Consent Decree entered by the United States
           District Court for the Western District of Michigan on
           or about May 3, 2002, in United States v.  A.O. Smith,
           et al.;

       (3) The Consent Decree entered by the United States
           District Court for the Central District of California
           on or about February 27, 2002, in United States v. Abex
           Aeroscape Division, et al.; and

       (4) The July 12, 1991 Agreed Administrative Order, DWM
           89089 issued by the Kentucky National Resource and
           Environmental Protection Cabinet regarding the Debtors'
           Scottsville Kentucky facility.

    The existence of a Work Consent Decree does not affect the
    designation of an environmental site as either a Debtor-Owned
    Site, Liquidated Site or Additional Site.  Once the U.S.
    Debtors' obligations under the Work Consent Decree are
    completed, any of the Claimants' rights respecting a
    particular site will be governed by the Settlement's
    provisions for that site.

C. Excess Insurance Sites

    The U.S. Debtors may eventually recover insurance proceeds, in
    excess of recovery costs, with respect to three of the
    environmental sites:

       (1) The Casmalia Resources Superfund Site in Casmalia,
           Santa Barbara County, California;

       (2) The Hellertown Site in Hellertown, Northhampton County,
           Pennsylvania; and

       (3) The King Road Landfill Superfund Site in Sylvania
           Township, Lucas County, Ohio.

    Three of the Claimants may be entitled to a 50% pro rata
    portion of the insurance proceeds recovered on account of the
    Excess Insurance Sites, which would be in addition to the
    distribution they are entitled to under the Plan as holders of
    Allowed Unsecured Claims:

       Claimant                               Pro-Rata Allocation
       --------                               -------------------
       United States, on behalf of EPA                45.5%
       Commonwealth of Pennsylvania                   42.5%
       Lucas County, Ohio                             12.0%

    A particular Claimant's total recovery on account of its Claim
    will be capped at the aggregate of their Allowed Unsecured
    Claims less the pro rata distribution percentage on the claim
    under the Plan.  This means a maximum of $1.06 million may
    eventually be recovered by the Claimants, given the aggregate
    of $1.667 million in Allowed Unsecured Claims for Excess
    Insurance Sites and the approximate distribution percentage of
    35% under the Plan.  In the event that a Claimant's recovery
    under this formulation does exceed their Allowed Unsecured
    Claim, the U.S. Debtors will retain any remaining insurance
    proceeds.

D. Conditional Approval

    The Government has made the Settlement available for public
    notice and comment through publication in the Federal
    Register.  On or before December 3, 2004, the Government will
    either:

       -- file a notice of no public comment and request approval
          of the Settlement on a final basis;

       -- file any comments received with the Court, as well as
          the United States' response, and request final approval
          of the Settlement; or

       -- withdraw the Settlement if the comments disclose facts
          or considerations which indicate that the Settlement is
          not in the public interest.

A complete copy of the Settlement Agreement is available for free
at:

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

Mr. O'Neill remarks that as opposed to litigating each existing
claim as well as addressing all potential environmental
liabilities individually, the Settlement provides for a
collective resolution between the parties.  The Settlement also
provides a fair and efficient means to address the parties'
rights, obligations and concerns; to minimize unknown variables;
and to greatly reduce potential transaction costs of settling
each existing and potential claim.

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
October 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)

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 26, 2004,
Moody's Investors Service assigned ratings to the guaranteed
senior secured exit credit facilities proposed by Federal-Mogul
Corporation upon the company's emergence from Chapter 11
bankruptcy.  First-time ratings coverage is being initiated for
the capital structure proposed for the reorganized company.

Moody's assigned these specific ratings.  The rating outlook is
stable:

   -- (P)Ba2 rating assigned for Federal-Mogul's proposed
      $500 million guaranteed senior secured first-lien
      asset-based revolving credit facility due approximately
      November 2009

   -- First-priority liens on substantially all assets, with
      proceeds from sales of accounts receivable and inventory and
      all non-fixed assets applied first against this facility in
      the event of collateral foreclosure, and second against the
      proposed term loan;

   -- (P)B1 rating assigned for Federal-Mogul's proposed
      $933 million guaranteed senior secured first-lien term loan
      due approximately March 2011 (or 6 months prior to the
      maturity of the junior secured second-lien tranche A term
      loan)

   -- Comprised of $828 million of direct loans and a $105 million
      synthetic letter of credit sub-facility commitment

   -- First-priority liens on substantially all assets; with
      proceeds from fixed assets applied first to term loan
      outstandings in the event of collateral foreclosure, and
      second against the proposed revolver;

   -- B1 senior implied rating;

   -- B3 senior unsecured issuer rating;

   -- SGL-2 speculative grade liquidity rating.


FOSTER WHEELER: UK Subsidiary Wins Sipchem Project Dev't. Pact
--------------------------------------------------------------
Foster Wheeler Ltd. (OTCBB:FWLRF) reported that its UK subsidiary,
Foster Wheeler Energy Limited, has been awarded a project
management services contract by Saudi International Petrochemical
Company (Sipchem) for its Acetyls Complex to be built at Jubail
Industrial City, Kingdom of Saudi Arabia. The terms of the award
were not disclosed. The project will be included in third-quarter
bookings.

"Foster Wheeler is delighted to be awarded this contract by
Sipchem, adding to our substantial track record of such projects
and demonstrating that Foster Wheeler is the project management
services contractor of choice for the industry," said Steve
Davies, chairman and chief executive officer of Foster Wheeler
Energy Limited. "We look forward to assisting Sipchem in achieving
a safe, environmentally sound, efficient, and reliable plant and
in contributing to the further development of Saudi industries."

"The acetyls complex will provide further growth opportunities for
Sipchem, representing our vision for developing investments in the
petrochemical industry to produce value-added products, serving
both Saudi and regional needs," commented Ahmed Al-Ohali,
president of Sipchem. "We selected Foster Wheeler as the company
with the best capability and personnel to work with us in the
development and management of this important project."

The complex will produce 460,000 tpa of acetic acid and 300,000
tpa of vinyl acetate monomer. Phase I of the complex, comprising
methanol and butanediol plants, is currently under construction.

Foster Wheeler will work as part of an Integrated Project
Management Team (IPMT) together with Sipchem. The role of the IPMT
is to develop and issue bid packages for the engineering and
construction of the acetyls complex and its associated utilities
and offsites. Once the projects are awarded, the IPMT will manage
the engineering and construction activities on behalf of Sipchem
and its affiliates.

In the early phase of the project, the IPMT will support the
project planning and development team of Sipchem to complete the
feasibility study, obtain approvals and establish company
formations.

Construction of the complex is planned for commencement in 2006
with start-up in 2008.

                        About the Company

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

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


GALEY & LORD: Hires Houlihan Lokey as Investment Banker
-------------------------------------------------------          
The U.S. Bankruptcy Court for the Northern District of Georgia
gave Galey & Lord, Inc., and its debtor-affiliates permission to
retain Houlihan Lokey Howard & Zukin Capital as their investment
banker.

The Debtors remind the Court that Houlihan Lokey worked for them
since September 2001, in assisting them in their analysis and
consideration for some possible restructuring transactions. The
Firm is therefore familiar with the Debtors' business and
operations and is qualified to offer investment-banking services
in an efficient, effective, and responsible manner.

Houlihan Lokey will:

    a) assist in conducting an auction for the proposed sale of
       the Debtors' assets;

    b) assist in the negotiation and structuring of the financial
       aspects of any proposed asset sale transactions;

    c) work with the Debtors and their other advisors in
       coordinating the negotiating process for the proposed sale
       transactions; and

    d) participate actively in the sales negotiations and assist
       the Debtors in successfully completing a sales transaction.

David R. Hilty, a Managing Director at Houlihan Lokey, discloses
that the Firm received a non-refundable initial fee of $220,000.
Mr. Hilty adds that the Firm will bill the Debtors a monthly fee
of $100,000 for a minimum of five months starting on the effective
date of the Engagement Agreement between the Firm and the Debtors.  

Mr. Hilty reports that the Debtors would pay Houlihan Lokey a
transaction fee of $1,425,000 that is payable in cash upon the
closing of every successful sale of the Debtors' assets. The Firm
would be reimbursed for all other fees and expenses incurred by
the Debtors.

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

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


GENTEK INC: Richmond Claimants File Master Complaint
----------------------------------------------------
Richard R. Russell, President and Chief Executive Officer and
Director of GenTek, Inc., relates that prior to October 2002,
lawyers claiming to represent more than 47,000 persons filed
approximately 24 lawsuits in several counties in California state
court (Alameda, Contra Costa, San Francisco superior courts),
making claims against General Chemical Corporation and, in some
cases, a third party arising out of May 1, 2001 and Nov. 29, 2001
releases of sulfur dioxide and/or sulfur trioxide from the
Company's Richmond, California sulfuric acid facility.

The first case was filed in 2001 and subsequent cases were filed
from March through July 2002.  On May 1, 2002, a class action
lawsuit arising out of the same facts was also filed.  The
lawsuits claim various damages for alleged injuries, including,
without limitation, claims for personal injury, emotional
distress, medical monitoring, nuisance, loss of consortium and
punitive damages.  GenTek filed a petition for coordination to
consolidate the state court cases before a single judge.  The
petition for coordination has now been granted and a follow-on
petition to add additional cases to the coordinated proceedings
has been orally granted.  The state court cases were stayed as a
result of the Debtors' bankruptcy filing.  Approximately 73,000
proofs of claim were submitted in the bankruptcy proceedings on
behalf of the Richmond claimants, seeking damages for the
May 1, 2001 and November 29, 2001 releases.  A preliminary review
of the claimant list indicates that the claimants include most of
the plaintiffs in the state court cases, plus several thousand
duplicates and some additional claimants.  In addition, one class
proof of claim was submitted.  A motion for class certification
was filed but the motion was later withdrawn subject to being re-
filed in state court.  GenTek filed a motion to lift the automatic
stay and discharge injunction to allow liquidation of the claims
to proceed in California State Court.  That motion was granted
upon stipulation of the parties, and the action is proceeding in
California State Court.

In June 2004, Mr. Russell relates, the plaintiffs filed a Master
Complaint that is intended to supersede the prior pleadings on
behalf of individual plaintiffs.  The Master Complaint seeks
damages and other remedies arising out of the May 1, 2001 and
November 29, 2001 releases based on causes of action, among
others, for negligence, Business and Professions Code Section
17200, nuisance and trespass.  The Master Complaint also names
Latona Associates, GenTek's Chief Financial Officer Matthew Friel
and Paul Montrone, a former director and shareholder of GenTek, as
defendants.  The class action complaint was also amended in June
2004 to add these additional defendants.  GenTek's responsive
pleadings are due September 1, 2004.  The state court has entered
several case management orders for the first phase of the cases,
including the requirement that plaintiffs complete questionnaires
regarding their claims by September 10, 2004.  No trial date has
been set.

"Any recovery by the plaintiffs in these lawsuits will be limited
as provided in the Plan.  Pursuant to the terms of the Plan,
GenTek could be required to issue new shares of common stock and
Tranche A, B and C Warrants in accordance with the terms of the
Plan to the extent insurance is not available to cover any allowed
amount of such claim," Mr. Russell says.

Headquartered in Hampton, New Hampshire, GenTek Inc. --
http://www.gentek-global.com/-- is a technology-driven  
manufacturer of communications products, automotive and industrial
components, and performance chemicals.  The Company filed for
Chapter 11 protection on October 11, 2002 (Bankr. D. Del. Case No.
02-12986) and emerged on Nov. 10, 2003 under the terms of a
confirmed plan that eliminated $670 million of debt and delivered
94% of the equity in Reorganized GenTek to the Company's secured
lenders.  Old subordinated bondholders took a 4% slice of the
equity pie and prepetition unsecured creditors shared a 2% stake
in the Reorganized Company.  Old Equity Interests were wiped out.
Mark S. Chehi, Esq., and D.J. Baker, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring.  When the Debtors filed for protection from its
creditors, they listed $1,219,554,000 in assets and $1,456,000,000
in liabilities.  (GenTek Bankruptcy News, Issue No. 37; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


HAWAIIAN AIRLINES: Renews Multi-Year Commitment with Sabre
----------------------------------------------------------
Sabre Airline Solutions reported a multi-year agreement with
Hawaiian Airlines to renew and strengthen the carrier's commitment
to the SabreSonic suite of new generation passenger management
solutions. The agreement ranks among the largest renewals to date
for the new generation technology.

Hawaiian Airlines, the nation's #1 on-time carrier for the past 10
months, has employed SabreSonic's open systems technology to power
its reservations, ticketing and check-in functions since 1994. The
carrier has renewed those features and now is adding additional
customer care features available in the suite in order to promote
a customer-centric environment. These include two CRM offerings --
Customer Insight and Customer Data Delivery.

"The open systems technology of Sabre Airline Solutions has been a
key component of our success in establishing Hawaiian Airlines as
the industry leader with customer service," said Gordon Locke,
senior vice president of marketing and sales at Hawaiian Airlines.
"The flexibility and adaptability of the SabreSonic suite will
enhance our customer service even more by providing clean, easy-
to-use data before and after each sale."

Customer Insight, the industry's first true operational customer
care program, provides the first continuous flow of passenger
information throughout a carrier's disparate operational systems.
Customer Insight can be accessed through web services, which will
enable any authorized Hawaiian Airlines employee to easily create,
retrieve and modify the customer information at any customer touch
point. For travelers on Hawaiian Airlines, this integrated
customer view means they can get quicker service and up-to-date,
consistent information.

The second SabreSonic customer care option that Hawaiian Airlines
is adding to its portfolio is Customer Data Delivery, which
provides detailed travel pattern information through passenger
trip data in both real time and scheduled timeframes. The data
includes advance booking information on all active bookings made
by the airline as well as bookings made by travel agencies and
other airlines, and delivers only data elements relevant to the
carrier's business needs and at a frequency determined by the
airline. The customized delivery of travel patterns and behavior
information can be used to improve customer service, optimize
revenues and provide the foundation for additional marketing
opportunities.

The customer care options for SabreSonic provide a holistic view
of the customer to aid the airline in fulfilling its commitment to
customer service. As an example, Customer Insight can store
complete information about customers, including destination,
service, and seat preferences as well as historical customer
experience data. This information is available at all customer
service points, enabling staff to better serve and understand
customers as well as respond to service experiences. This
customer-centric approach allows airlines to shift focus from
merely processing passengers to providing travelers with
personalized customer service throughout their journey.

"Hawaiian Airlines has an extraordinary focus on customer service,
as evidenced by its recent number-one ranking for on-time service,
baggage handling and fewest cancellations. The addition of these
SabreSonic features will continue this tradition of service," said
Gianni Marostica, president, Airline Passenger Solutions at Sabre
Airline Solutions. "The newly adopted technology easily integrates
with the airline's existing systems and components from Sabre
Airline Solutions, minimizing time and costs involved in assuring
a higher level of dedication to customers."

Along with the additions of Customer Insight and Customer Data
Delivery to its portfolio of advanced technology from Sabre
Airline Solutions, Hawaiian Airlines renewed commitments to:

SabreSonic Res -- Advanced reservations management capabilities
that enable airlines to efficiently grow revenue and manage every
channel of distribution. SabreSonic Res includes the industry's
leading online booking engine as well as shopping, ticketing and
codeshare capabilities.

SabreSonic Ticket -- State-of-the-art e-ticketing functionality
that eliminates the need to build costly systems for electronic
ticket distribution and database maintenance. Using this
component, an airline can connect to a universal electronic
ticketing hub for cost-effective, efficient connectivity to e-
ticketing partner airlines.

SabreSonic Check-in -- Leading departure control capabilities that
facilitate efficient passenger processing both on and off airport
grounds, streamlining operations and enhancing the customer travel
experience. Its capabilities include check in, re-accommodation
and automated fee collection capabilities all managed from a
single, easy-to-use GUI.

The customer care package delivered by Sabre Airline Solutions
augments Hawaiian Airlines' ongoing customer service plan that
includes BaggageDirect, an exclusive, TSA-certified service
providing complete passenger and baggage check-in from home,
office, or hotel including delivery of boarding passes and baggage
claim receipts.

Since its launch in January 2004, the SabreSonic suite has been
widely accepted by carriers large and small around the globe. The
suite is now in use by more than 100 airlines in 39 countries.

                About Sabre Airline Solutions

Sabre Airline Solutions, a Sabre Holdings company, is the world's
largest provider of software products, reservations and departure
control systems and other passenger management systems, and
consulting services that help airlines simplify operations and
lower costs. Sabre Airline Solutions' proven leadership is
demonstrated by the growing number of airlines that leverage the
technology and services: More than 200 airlines worldwide use
Sabre Airline Solutions' broad portfolio of smart solutions for
decision-support tools to increase revenues and improve
operations. More than 100 airlines worldwide rely on Sabre Airline
Solutions for passenger management solutions, with 15 new carriers
added and nine carrier renewals for SabreSonic Res advanced
reservations and departure control systems in 2003. In addition,
more than 100 clients worldwide have turned to Sabre Airline
Solutions consulting group for strategic, commercial and
operational consulting. More than 500 contracts worldwide were
signed in 2003 within Sabre Airline Solutions and nearly 400 have
been signed in the first half of 2004.

Sabre Holdings Corp. (NYSE:TSG) is a world leader in travel
commerce, retailing travel products and providing distribution and
technology solutions for the travel industry. More information
about Sabre Holdings is available at
http://www.sabre-holdings.com/

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

As reported in the Troubled Company Reporter on Oct. 11, 2004, the
Honorable Robert J. Faris of the U.S. Bankruptcy Court for the
District of Hawaii approved the Disclosure Statement explaining
the Joint Plan of Reorganization co-proposed by Joshua Gotbaum,
the chapter 11 Trustee overseeing Hawaiian Airlines' chapter 11
case, the Official Committee of Unsecured Creditors, Hawaiian
Holdings, Inc., HHIC, Inc., and RC Aviation LLC. The plan will
now be transmitted to the carrier's creditor for a vote. The Plan
Proponents will be looking for acceptances from creditors holding
at least two-thirds of the dollars and more than one-half of the
number of claims in each class. The Plan proposes to pay all
creditors in full.

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


HILLSIDE MOBILE: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Hillside Mobile Home Park, Inc.
        1647 Route 9
        Clifton Park, New York 12063

Bankruptcy Case No.: 04-16899

Type of Business: The Company operates a mobile home park.

Chapter 11 Petition Date: October 26, 2004

Court: Northern District of New York (Albany)

Judge: Robert E. Littlefield Jr.

Debtor's Counsel: Roger Gromet, Esq.
                  The Stebbe Building
                  2878 Waterbury Road, PO Box 1427
                  Stowe, Vermont 05672-1427
                  Tel: (802) 253-8841

Total Assets: $2,761,690

Total Debts:  $5,365,814

Debtor's 7 largest unsecured creditors:

    Entity                                Claim Amount
    ------                                ------------
New York State Department of                   $34,892
Taxation and Finance

Curtis, Murphy & Jeffreys                       $3,835

L&C Municipal Sales                             $1,414

Transwestern Publishing Department 00681        $1,135

Industrial Chem Lab                               $542

Maintenance Men of Park                        Unknown

Val Serbalik                                   Unknown


IMC GLOBAL: Merger With Mosaic Prompts Fitch to Raise Ratings
-------------------------------------------------------------
Fitch Ratings upgraded the ratings of IMC Global Inc. and removed
them from Rating Watch Positive.  The Rating Outlook is Stable.  
IMC's public debt has been upgraded:

     -- senior unsecured debt without subsidiary guarantees
        upgraded to 'BB-' from 'B';

     -- senior unsecured debt with subsidiary guarantees
        upgraded to 'BB' from 'B+';

     -- senior secured bonds related to Phosphate Resource
        Partners LP upgraded to 'BB-' from 'B'; and

     -- mandatory convertible preferred securities upgraded to
        'B' from 'CCC+'.

IMC's senior secured credit facility has also been upgraded to
'BB+' from 'BB-'.  Fitch expects IMC's credit facility to be
replaced by a secured credit facility at Mosaic.  If Mosaic's
secured credit facility is executed as expected, Fitch will assign
a 'BB+' rating to Mosaic's senior secured credit facility once the
new facility is effective.

Fitch placed IMC's ratings on Rating Watch Positive on Jan. 27,
2004, pending the completion of the merger with Cargill Crop
Nutrition.  The merger closed on Oct. 22, 2004, and the resulting
company is The Mosaic Company.  IMC is now Mosaic Global Holdings
Inc., a wholly owned subsidiary of Mosaic.  Phosphate Resource is
also a wholly owned subsidiary of Mosaic.

IMC's ratings incorporate the immediate benefits of the merger
between IMC and Cargill Crop.  The ratings consider Mosaic's
strong global market position in phosphates and potash; its
sizeable sales and earnings level; and its high debt level.  The
ratings recognize the potential improvement in phosphate
profitability if Mosaic realizes significant synergies due to
overlap in phosphate businesses.

The ratings recognize the impact of improving market trends,
particularly in the potash industry.  Furthermore, the ratings
incorporate the proposed amendments to IMC's existing bond
indentures and resulting guarantees from Mosaic and certain
Cargill Crop assets.  If the proposed amendments and guarantees
are not accepted by the majority of IMC and Phosphate Resource
bondholders, the ratings are subject to revision.

The combination of IMC's business portfolio with that of Cargill
Crop creates a company that is better able to support IMC's $2.1
billion debt through higher earnings and operating cash flow.  In
addition, Mosaic and certain assets from Cargill Crop will
guarantee IMC's and Phosphate Resource's existing public debt if
the majority of IMC and Phosphate Resource bondholders consents to
indenture amendments.

The Stable Rating Outlook reflects the likelihood that credit
measures will stabilize at the current rating level.  Fitch
expects Mosaic to earn more than $600 million in EBITDA for its
fiscal year 2005.  Debt is expected to increase due to mark-to-
market purchase accounting adjustment.  

Moreover, Fitch does not expect significant debt reduction until
2007 since operating cash flow would be diverted to integration
and synergy efforts in the near term.  Fitch expects Mosaic's
credit metrics to be near 4.0 times for total debt-to-EBITDA and
3.0x EBITDA-to-interest incurred in the next 12 to 18 months.

The Mosaic Company, headquartered in Minneapolis, Minnesota, will
be one of the largest global suppliers of phosphate and potash
fertilizers and one of the lowest cost producers in the world.  On
a pro forma basis, Mosaic would have had approximately
$4.7 billion in revenue, approximately $578 million in EBITDA, and
$2.1 billion in debt for the year-ended May 31, 2004.


INSIGHT HEALTH: S&P Lowers Corp. Credit Rating to 'B' from 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on InSight
Health Services Corporation, including its corporate credit
rating, which was lowered to 'B' from 'B+', and removed them from
CreditWatch with negative implications, where they were placed
June 23, 2004.

The downgrade reflects increased business risk in the diagnostic
imaging industry, particularly for mobile operators such as
InSight that must continually compete to renew their annual
contracts with hospitals and individual practices.  These clients
might begin to provide such services themselves.

Meanwhile, InSight's financial profile has eroded as a result of
several debt-financed acquisitions over the past 18 months as the
company has been hampered by pressure on both revenues and costs.
While Standard & Poor's believes the company may generate positive
cash flow in fiscal 2005 (ended June 30, 2005) and reduce debt, we
remain concerned about the company's ability to improve its weak
return on capital, given an increasingly risky business
environment.

The outlook on Lake Forest, California-based InSight is stable.

"The company's ratings reflect the highly fragmented and
competitive nature of the medical imaging industry, only limited
barriers to competitor entry, and reimbursement risk," said
Standard & Poor's credit analyst Cheryl Richer.  "Moreover, the
company's debt-financed acquisitions over the past 18 months have
weakened its balance sheet."  

These risks overshadow the favorable demographics of the industry
such as an aging population, as well as the ability of imaging to
limit overall health costs and its expanded approval for
additional disease states.

InSight provides diagnostic imaging services through its network
of 118 fixed-site and 118 mobile facilities and serves patients in
37 states, with some concentration in Florida and California.

While InSight provides various modalities, magnetic resonance
imaging (MRI) represents about 70% of revenues.  Fixed-site
centers (about 60% of revenues) serve primarily physicians,
whereas mobile facilities (40%) serve primarily hospitals.

While mobile operations provide higher margins, they add risk to
the portfolio; about one-third of contracts renew annually, and
competition centers largely on price.  Over the past couple of
years, contract renewals have been even more uncertain as
attractive vendor-finance arrangements have increased the
likelihood that higher volume customers, in particular, will
acquire their own imaging equipment.  Similarly, the company has
lost physician referrals at its fixed sites as these private
practices also purchase their own equipment.


INTEGRATED HEALTH: Wants to Settle Issues with Litchfield
---------------------------------------------------------
Before the bankruptcy petition date, Integrated Health Services of
Lester, Inc., and Integrated Health Services, Inc., entered into a
facilities agreement with Litchfield Asset Management Corporation,
the predecessor-in-interest of Litchfield Investment Company, LLC.  
Pursuant to the Facilities Agreement, IHS-Lester entered into
separate leases with Litchfield Asset Management for 41 long-term
healthcare facilities and two retirement centers.  Litchfield
Asset Management has conveyed certain rights, title and interests
in the Facilities to Litchfield.

On September 30, 1997, Litchfield and IHS-Lester entered into
43 replacement leases pursuant to a First Amendment to Facilities
Agreement.  On that same day, Litchfield collaterally assigned its
interest in the Leases to State Street Bank and Trust Company, as
the Trustee.

After the Petition Date, the IHS Debtors continued to perform
under the Leases until December 26, 2001, when the Bankruptcy
Court authorized them to reject the Leases.  The IHS Debtors
continued to operate the Facilities post-rejection until
November 1, 2002.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, relates that a number of disputes between
the IHS Debtors, Litchfield and the Trustee arose in connection
with the rejection of the Leases and the transition of the
Facilities.  Each of the disputes were litigated before the
Bankruptcy Court, and in each case, the Bankruptcy Court's ruling
was appealed to the United States District Court for the District
of Delaware.

The litigations and the resulting appeals are:

   (1) The Adversary Proceeding

       In February 2002, the IHS Debtors commenced an adversary
       proceeding against Litchfield to recover $51,000,000 with
       respect to refundable lease deposits the Debtors made
       before the Leases were rejected.  The Debtors argued that
       the Lease provisions requiring forfeiture of the deposits
       upon early termination were void and unenforceable penalty
       clauses.  In September 2003, the Bankruptcy Court,
       however, held that the refundable lease deposit provisions
       under the Leases were not unenforceable penalty clauses.
       The Debtors appealed from the ruling to the District
       Court.  In the event that the Bankruptcy Court's ruling is
       reversed, Litchfield will disgorge the $51,000,000.

   (2) The Use and Occupancy Litigation

       In January 2002, Litchfield asked the Bankruptcy Court to
       compel the IHS Debtors to pay rent for the period after
       the rejection of the Leases through the date the
       Facilities were transitioned to a new operator.  In
       January 2003, the Bankruptcy Court required the Debtors to
       pay use and occupancy rent for $20,800,000.  The Debtors
       appealed from the order.  By agreement, Litchfield is
       stayed from executing the U&O Order unless and until the
       District Court affirms the Order.  If the IHS Debtors
       prevail, Litchfield will be required to return the excess
       use and occupancy charge, estimated to be over $5,000,000.

   (3) The Disputed Rent Payment Litigation

       Following the rejection of the Leases, the Debtors asked
       the Bankruptcy Court to approve the form and language of
       certain Lease Termination and Operations Transfer
       Agreements.  The Debtors executed six OTAs in connection
       with the Facilities.  On the eve of the scheduled November
       1, 2002 transition of the Facilities to Litchfield's new
       operators, the Bankruptcy Court, at Litchfield's expedited
       request, directed the Debtors to pay $1,248,469 as "rent"
       to Litchfield.  The Debtors paid the amount and then asked
       the Court to reconsider the Order.  The Court denied
       reconsideration.  The Debtors appealed the Disputed Rent
       Order in April 2003.  If they prevail, Litchfield will be
       compelled to return the Disputed Rent Payment.

   (4) The CMS Cure Payment Litigation

       Litchfield asked the Court to direct the Debtors to assign
       their Medicare provider agreements associated with the
       Facilities to Litchfield or its new operators.
       Subsequently, the provider agreements were consensually
       assigned and the United States Center for Medicare and
       Medicaid Services set off amounts due to the Debtors with
       respect to postpetition underpayments of Medicare and
       related benefits against $77,128 in prepetition
       overpayments made to the Debtors under the provider
       agreements.  In November 2002, at the Debtors' request,
       the Court directed Litchfield to reimburse the Debtors for
       the loss of the underpayment receivable resulting from the
       assignment of the provider agreements and the resulting
       set-off.  Litchfield appealed from the CMS Order.  By
       agreement of the parties, the Debtors were stayed from
       executing the CMS Order pending the District Court's
       ruling on the appeal.

   (5) The Bond

       In connection with the CMS Appeal and the U&O Appeal, in
       March 2003, the Debtors and Litchfield stipulated that the
       Debtors would post a supersedeas bond in favor of
       Litchfield.  The Debtors posted $430,448, which was later
       increased to $436,429 pursuant to a surety rider,
       effective as of January 31, 2004.  The bond amount
       represents the difference between the (i) the amount the
       Debtors were ordered to pay to Litchfield under the U&O
       Order and (ii) the amount Litchfield was ordered to pay
       the Debtors under the CMS Order, plus one year of
       statutory interest.

   (6) The Amendment

       Abe Briarwood Corp. and IHS Liquidating, LLC, as successor
       to the IHS Debtors, executed an amendment to the Stock
       Purchase Agreement, among others, to include the U&O
       Appeal, the Disputed Rent Appeal and the CMS Appeal to the
       schedules of assets and liabilities excluded from the sale
       of the Debtors' assets.  The Bankruptcy Court approved the
       Amendment.  Litchfield appealed from the Amendment Order
       to the District Court.

To fully and finally resolve all of their disputed legal, factual
and economic issues, IHS Liquidating, Litchfield and the Trustee,
after arm's-length negotiations, enter into a Settlement
Agreement.

The salient terms of the Settlement Agreement are:

A. Settlement Sum

   Litchfield will immediately pay IHS Liquidating $1,563,571 and
   relinquish any and all rights in and to the $436,430 amended
   supersedeas bond posted by the IHS Debtors.  The benefit to
   the IHS Debtors' estates will be about $2,000,000.

B. Stipulations of Dismissal

   The parties will file in the District Court stipulations to
   dismiss each of the Appeals.

C. Settlement Effective Date

   The Settlement Agreement will become effective on the date
   that the District Court enters the last of the Stipulations of
   Dismissal.  In the event the District Court fails to enter any
   of the Stipulations of Dismissal on or before December 31,
   2004, the Settlement Agreement will be deemed null and void
   and each party's rights and obligations will be restored to
   the status quo ante.

D. OTAs

   Nothing in the Settlement Agreement will be deemed to modify
   or alter the rights, if any, of Litchfield against IHS-Lester
   or IHS Long Term Care, Inc., in and to the OTAs.  The
   Agreement is subject to a finding by the Bankruptcy Court that
   all rights and obligations of the IHS Debtors and IHS-Lester
   under the OTAs were transferred to IHS Long Term Care,
   pursuant to the Stock Purchase Agreement, and that IHS
   Liquidating has no rights or obligations under the OTAs.

E. Releases

   The Settlement Agreement provides for mutual releases,
   effective as of the Settlement Effective Date, between IHS
   Liquidating and Litchfield, as well as among IHS Liquidating
   and the Trustee.

F. Filed/Asserted/Scheduled Claims

   To the extent not previously disallowed or withdrawn, all
   proofs of claim filed by Litchfield or the Trustee, relating
   to Litchfield, will be deemed disallowed as of the Settlement
   Effective Date.

G. Approval Order

   As a condition to the effectiveness of the Settlement
   Agreement, an Order approving the Agreement must become a
   final and non-appealable Order on or before November 30, 2004.

According to Mr. Brady, the Settlement Agreement confers a benefit
on all IHS creditors by:

   * generating a positive recovery for IHS' estates worth at
     least $2,000,000;

   * eliminating Litchfield's and the Trustee's Claims;

   * eliminating the risks associated with the Appeals and
     putting an end to further appellate litigation costs; and

   * eliminating the delay associated with the resolution of the
     Appeals at the appellate level, thereby advancing IHS
     Liquidating's progress toward administering the IHS Debtors'
     Chapter 11 cases to a conclusion.

IHS Liquidating asks Judge Walrath for authority to enter into and
perform under the Settlement Agreement, pursuant to Section 363 of
the Bankruptcy Code and Rule 9019 of the Federal Rules of
Bankruptcy Procedures.

IHS Liquidating also seeks a finding by the Bankruptcy Court that
all rights and obligations, if any, of the IHS Debtors and IHS-
Lester under the OTAs were transferred to IHS Long Term Care,
pursuant to the Stock Purchase Agreement, and that IHS
Liquidating has no rights or obligations under the OTAs.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--  
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its 437
debtor-affiliates filed for chapter 11 protection on February 2,
2000 (Bankr. Del. Case No. 00-00389).  Rotech Medical Corporation
and its direct and indirect debtor-subsidiaries broke away from
IHS and emerged under their own plan of reorganization on March
26, 2002.  Abe Briarwood Corp. bought substantially all of IHS'
assets in 2003.  The Court confirmed IHS' Chapter 11 Plan on May
12, 2003, and that plan took effect September 9, 2003.  Michael J.
Crames, Esq., Arthur Steinberg, Esq., and Mark D. Rosenberg, Esq.,
at Kaye, Scholer, Fierman, Hays & Handler, LLP, represent the IHS
Debtors.  On September 30, 1999, the Debtors listed $3,595,614,000
in consolidated assets and $4,123,876,000 in consolidated debts.
(Integrated Health Bankruptcy News, Issue No. 84; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


INTERSTATE BAKERIES: Taps Deloitte & Touche as Auditors
-------------------------------------------------------
Prior to filing for chapter 11 protection, Interstate Bakeries
Corporation and its debtor-affiliates engaged Deloitte & Touche,
LLP, to perform audit services with respect to their financial
statements and benefit plans.  The Debtors want to continue to
utilize the firm's services in their Chapter 11 cases.  Ronald B.
Hutchison, the Debtors' Chief Financial Officer, tells the Court
that the firm is well qualified to act as independent auditors and
accountants to the Debtors in their bankruptcy cases in light of
the firm's considerable expertise in providing services to
companies both inside and outside of bankruptcy, as well as its
previous experience with the Debtors.

Thus, the Debtors seek the Court's authority to employ Deloitte
as auditors in their bankruptcy cases.

Specifically, Deloitte will:

    a) audit consolidated annual financial statements;

    b) perform reviews of interim financial statements; and

    c) render other professional services, including but not
       limited to audit and accounting services, as maybe
       requested by the Debtors, their attorneys, or financial
       advisors from time to time.

Because of the nature of its services, the firm seeks permission
to record time in half-hour increments and without detailed time
descriptions as part of any monthly statement, or interim or
final fee application that it submits in connection with its
services.  The firm's monthly statements and interim and final
fee applications will otherwise comply with the applicable
compensation guidelines.

In exchange, Deloitte will receive fees for services based on its
customary hourly rates and reimbursement for reasonable and
necessary out-of-pocket expenses incurred.  The firm's hourly
rates are:

           Partners/Principals/Directors      $350 - 750
           Senior Managers                     275 - 500
           Managers                            240 - 450
           Seniors                             185 - 350
           Staff Professionals                 140 - 275

The Debtors, Mr. Hutchison relates, do not owe Deloitte any
amounts for any prepetition services, as the firm has already
been paid about $640,000 in its last fiscal year and about
$475,000 within the 90 days immediately preceding the Petition
Date.  Deloitte has no agreement with any other non-affiliated
entity to share any compensation received.

Jeffrey L. Provost, a partner at Deloitte, assures Judge Venters
that the firm is "disinterested," as that term is defined in
Section 101(14) of the Bankruptcy Code, and that it does not hold
or represent any interest adverse to the Debtors' estates.

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)


J.P. MORGAN: Fitch Upgrades Class G Certificate Rating to 'BB'
--------------------------------------------------------------
J.P. Morgan Commercial Mortgage Finance Corp.'s mortgage pass-
through certificates, series 1997-C4, are upgraded by Fitch
Ratings:

     -- 26.5 million class F to 'A' from 'BBB+';
     -- $16.3 million class G to 'BB' from 'BB-'.

In addition, Fitch affirms the following certificates:

     -- $60.6 million class A3 'AAA';
     -- Interest-only class X 'AAA';
     -- $24.4 million class B 'AAA';
     -- $22.4 million class C 'AAA';
     -- $20.3 million class D 'AAA';
     -- $6.1 million class E 'AAA'.

Fitch does not rate the $12.2 million class NR certificates.

The upgrades reflect improved credit enhancement levels resulting
from loan payoffs and amortization.  As of the September 2004
distribution date, the pool's aggregate balance has been reduced
by 54% to $188.8 million from $407 million at issuance.

Four loans (8.3%) are being specially serviced including three
(5%) 90 days delinquent loans.  The trust has had no realized
losses to date.

The largest loan in special servicing (3.7%) is secured by a 259-
unit skilled nursing home in Bloomington, Illinoies.  The loan is
90 days delinquent.  The special servicer and the borrower are
currently negotiating workout proposals.  

The next largest specially serviced loan (3.2%) is secured by a
multifamily property in Los Angeles, California.  The loan is
current; however, there is a pending lawsuit against the trust.

Fitch remains concerned about the healthcare (10%) and hotel (5%)
concentrations in the pool.


J.P. MORGAN: Fitch Raises Class G Certificate Rating to 'B'
-----------------------------------------------------------
J.P. Morgan Commercial Mortgage Finance Corp.'s commercial
mortgage pass-through certificates, series 1996-C2 are upgraded by
Fitch Ratings:

     -- $25.1 million class E to 'A+' from 'A-'.

The following classes are also affirmed by Fitch:

     -- Interest-only class DX at 'AAA';
     -- $9.1 million class C at 'AAA';
     -- $16.8 million class D at 'AAA';
     -- $2.3 million class F at 'BBB+';
     -- $10.7 million class G at 'B'.

Fitch does not rate the $2.2 million class NR certificates.
Classes A, AX, and B have paid in full.

The upgrade reflects increased subordination levels due to
amortization and prepayments.

As of the October 2004 distribution date, the pool's aggregate
principal balance has decreased by 78.3% to $66.1 million from
$304.6 million at issuance.  Since issuance, the deal has become
more concentrated with only 23 loans remaining.  Of the remaining
loans, 85% will be maturing in 2005.

All of the loans' prepayment lockout periods have expired;
however, there are yield maintenance provisions in place.

There is currently one loan (6.3%) in special servicing.  The loan
is secured by a 120-bed nursing home located in North Huntingdon,
Pennsylvania.  The loan has been brought current.


JACUZZI BRANDS: Discloses Preliminary FY 2004 Financial Results
---------------------------------------------------------------
Jacuzzi Brands, Inc. (NYSE: JJZ) provided preliminary results for
fiscal 2004 and financial guidance for fiscal 2005:

                           Fiscal 2004
   
For its fiscal year ended Oct. 2, 2004, the Company expects to
report total net sales of approximately $1.35 billion, an
approximate 13.4% increase from total net sales of $1.19 billion
in fiscal 2003. Although still subject to the completion of the
year-end audit, the Company expects to report full year diluted
earnings per share from continuing operations of $0.38, which
includes previously announced restructuring charges of $0.18 per
share. Excluding those charges, the Company expects to report
$0.56 per diluted share in earnings from continuing operations.

Jacuzzi Brands plans to issue financial results for the fourth
quarter and fiscal year ended October 2, 2004 on December 9, 2004.

                           Fiscal 2005

The Company expects to report net earnings for its fiscal year
ending September 30, 2005 of between $0.67 per diluted share and
$0.71 per diluted share, before restructuring charges of $0.06 per
diluted share related to plant closings and other actions
initiated during fiscal 2004, or $0.61 to $0.65 per diluted share
including these restructuring charges.

David H. Clarke, Chairman and Chief Executive Officer of Jacuzzi
Brands, Inc., stated, "We continue to be encouraged by the
progress we have been making in all three of our businesses.
Commodity price increases have posed many challenges for us as
well as for the entire manufacturing sector. We have been taking
steps to overcome these challenges by working diligently with our
suppliers and customers and adjusting our own cost structure to
counteract these destabilizing influences and remain cost
competitive."

                    About Jacuzzi Brands, Inc.
    
Jacuzzi Brands, Inc., through its subsidiaries, is a global
manufacturer and distributor of branded bath and plumbing products
for the residential, commercial and institutional markets. These
include whirlpool baths, spas, showers, sanitary ware and
bathtubs, as well as professional grade drainage, water control,
commercial faucets and other plumbing products. We also
manufacture premium vacuum cleaner systems. Our products are
marketed under our portfolio of brand names, including JACUZZI(R),
SUNDANCE(R), ELJER(R), ZURN(R), ASTRACAST(R) and RAINBOW(R). Learn
more at http://www.jacuzzibrands.com/

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 6, 2004,
Fitch Ratings has affirmed its ratings on Jacuzzi Brands, Inc.'s
$380 million 9.625% senior secured notes at 'B', $200 million
asset based bank credit facility at 'BB' and $65 million term loan
at 'BB-'. The Rating Outlook is Stable.

The ratings consider the company's leading brands in its bath and
plumbing segments, increased distribution of its bath products and
strong operating margins of its plumbing and Rexair segments. The
ratings also consider the high cost structure of the Eljer
operations, the level of debt and leverage, the challenging
operating environment and negative pressures on operating profit
margins, particularly in the bath and plumbing segments, and
sensitivity to changes in levels of consumer spending and
construction activity.

Jacuzzi Brands is focused on strengthening its three operating
segments, bath products, plumbing products and Rexair, through
brand investment, elimination of high cost manufacturing and
unprofitable product lines and other cost cutting efforts.
Revenues have benefited from increased distribution of bath
products as well as market share gains in plumbing products. Most
significantly, during 2003, Jacuzzi Brands became the principal
supplier of stocked whirlpool bath products to Lowe's Companies,
Inc. As a result of the Lowes business, increased market share in
domestic spas and additional home center business in the UK, bath
products segment revenues have increased substantially, up 21% for
the first half of 2004, following revenue declines in 2000 and
2001 when the company lost inventory positions in whirlpool baths
and spas at the large home improvement retailers.

Nonetheless, operating margins across all segments have been
challenged for several reasons. Bath segment margins in fiscal
2003 were negatively impacted by costs related to the Lowe's
distribution rollout, Chino plant start-up and Southern California
workers compensation. In the first half of 2004, manufacturing
costs for the Eljer brand of bath products remained high given its
U.S. base, however, Fitch recognizes the company's ongoing actions
to rationalize these operations. In addition, Plumbing products'
margins have been pressured by rising steel prices and highly
competitive markets in the commercial construction market and
Rexair operating margins have declined given increased costs
associated with the introduction of its new vacuum cleaner model
during the first half of fiscal 2004.

Fitch anticipates that Jacuzzi Brands' revenues will further
increase as the Lowe's distribution agreement is annualized and as
the company continues to introduce new products. Operating
profits should benefit from cost reductions obtained through the
company's restructuring efforts to rationalize manufacturing
facilities and unprofitable product lines as well as lower rollout
costs as the Lowe's whirlpool bath and Rexair vacuum product
launches have been completed.

As a result of increased operating profits together with debt
reduction from cash flow generation, credit measures are expected
to strengthen over the intermediate term. For the twelve months
ended March 31, 2004, leverage, measured by total debt-to-EBITDA
was 4.2 times (x) and EBITDA coverage of interest was 2.1x, this
was an improvement from 6.2x and 1.7x respectively in fiscal 2002.


LAIDLAW INTL: Projects Higher EBITDA in Updated FY 2004 Guidance
----------------------------------------------------------------
Laidlaw International, Inc. (NYSE:LI) is raising its previously
issued guidance for its fiscal year ended Aug. 31, 2004. Laidlaw
International expects EBITDA to be 10% to 11% higher than EBITDA
in fiscal 2003. The company previously provided guidance for
EBITDA to be 7% to 8% higher than fiscal 2003. The improvement is
due to lower than expected consolidated insurance costs and higher
than anticipated summer revenue at Education Services.

As provided in earlier guidance, the company continues to estimate
fiscal 2004 revenue to be 3% to 4% higher than revenue in fiscal
2003. Net capital expenditures for fiscal 2004 are now estimated
to be approximately $210 million, a reduction from the company's
prior guidance of $250 million.

EBITDA is defined as earnings before interest; income taxes;
depreciation; amortization; other expenses, net; and cumulative
effect of change in accounting principles. EBITDA is presented
solely as a supplemental disclosure with respect to liquidity
because management believes it provides useful information
regarding the company's ability to service or incur debt. EBITDA
is not calculated the same way by all companies. EBITDA is not
intended to represent cash flow for the period, is not presented
as an alternative to operating income as an indicator of operating
performance, should not be considered in isolation or as a
substitute for measures of performance prepared in accordance with
GAAP (general accepted accounting principles) and is not
indicative of operating income or cash flow from operations as
determined under GAAP.

The company will provide further information on its financial
results for its fourth fiscal quarter and full year fiscal 2004 on
Wednesday, Nov. 10, 2004. Senior management of Laidlaw
International will hold a conference call on the following day to
discuss the financial results.

Headquartered in Arlington, Texas, Laidlaw, Inc., now known as
Laidlaw International, Inc., -- http://www.laidlaw.com/-- is
North America's #1 bus operator. Laidlaw's school buses transport
more than 2 million students daily, and its Transit and Tour
Services division provides daily city transportation through more
than 200 contracts in the US and Canada. Laidlaw filed for chapter
11 protection on June 28, 2001 (Bankr. W.D.N.Y. Case No. 01-
14099). Garry M. Graber, Esq., at Hodgson Russ LLP represents the
Debtors. Laidlaw International emerged from bankruptcy on June 23,
2003.


LIBERATE TECH: Settles Class Action Shareholder Suit for $13.8MM
----------------------------------------------------------------
Liberate Technologies signed off on a Stipulation and Agreement of
Settlement filed in the U.S. District Court for the Northern
District of California to resolve a shareholder class action
lawsuit captioned In re Liberate Technologies Securities
Litigation, Master File No. C-02-5017 MJJ.  In that lawsuit,
Company Shareholders say Liberate, Mitchell E. Kertzman, Nancy J.
Hilker and Coleman Sisson, made false and misleading statements in
October and November 2002.

Under the terms of the Settlement Agreement, filed Oct. 20, 2004,
Liberate agrees to pay $13.8 million in settlement of the claims
specified in the Class Action Lawsuit, and the lead plaintiff and
each class member release Liberate and the other specified
defendants from those claims.  Liberate previously disclosed the
amount of the settlement payment in its report on Form 10-Q for
the quarter ended Aug. 31, 2004.  

                      Bankruptcy History

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

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

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


MERRILL LYNCH: S&P Affirms Class G's B Rating After CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings of five
classes of Merrill Lynch Mortgage Investors Inc.'s mortgage pass-
through certificates from series 1999-C1.  Concurrently, ratings
are affirmed on four classes from the same transaction.
Additionally, the ratings on all nine classes are removed from
CreditWatch developing, where they were placed August 16, 2004.

The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios and
greater certainty regarding liquidity.

All ratings were placed on CreditWatch developing on Aug. 16, 2004
pending the outcome of litigation between ORIX Capital Markets LLC
(ORIX), as master, special servicer, and on behalf of the trust,
and UBS Warburg Real Estate Securities Inc. -- UBS, successor to
PaineWebber Real Estate Securities Inc.  ORIX and UBS settled the
lawsuit September 13, 2004 prior to start of trial.  As part of
the settlement, UBS made a lump sum payment of $19.4 million to
the trust and both parties executed mutual releases pertaining to
the matters of the litigation.

Despite the settlement, there are still concerns surrounding
litigation expenses ORIX incurred on behalf of the trust.  As of
July 31, 2004, the cumulative litigation expenses totaled
$7.5 million and the lawsuit was not settled for an additional six
weeks thereafter.  While funds from the settlement paid down
$7 million of the litigation expenses, additional litigation
expenses will be reimbursed as additional trust fund expenses.
ORIX stated to Standard & Poor's that it would recover litigation
expenses only from the interest on the H, J, and K classes, which
ORIX owns, despite its right as master servicer to immediately
recover all expenses as an additional trust fund expenses.  The
potential impact on liquidity was factored into and constrained
several of the revised ratings.

According to ORIX, there are seven specially serviced loans
($56.9 million, 11%), five of which are the only delinquent loans
in the pool.

Three of the loans have the only appraisal reduction amounts (ARA)
in effect and totaled $12.7 million as of the last remittance
report dated Oct. 15, 2004.

The seventh-largest loan ($17.4 million, 3%) is REO as of
June 29, 2004 and secured by a 213,613-square-feet (sq. ft.)
office property in Salt Lake City, Utah.  The loan was transferred
to special servicing due to a monetary default caused by vacancy.
An ARA of $7.7 million is outstanding on the loan.

The eighth-largest loan ($15.6 million, 3%) is more than 90 days
delinquent and secured by a 142,769-sq.-ft. hi-tech office
building in Irving, Texas.  The loan was transferred to special
servicing on January 30, 2003 due to imminent default caused by
vacancy.  The borrower is seeking additional equity investors
while ORIX considers a forbearance agreement to allow the property
to stabilize.  An ARA of $5 million is in effect on the loan.

A $6.2 million loan is secured by 415-unit multifamily property in
Harvey, Louisiana and was previously in foreclosure.  The
collateral property was recently sold for net proceeds of
$6.5 million, and the release of the funds from escrow is pending
a court order.  Per the remittance report, the loan is non-
recoverable and no interest was advanced.

The former 10th-largest loan ($4.3 million) is REO and the other
non-recoverable loan.  Following the settlement between ORIX and
UBS, $10.5 million of the former principal balance and all
$1.6 million accrued loan servicing advances were paid using the
lump sum payment of $19.4 million to the trust.  The loan is
secured by a multifamily property in Virginia.  The property is
under contract for $4.5 million with an expected closing by year-
end.

A $2.2 million loan secured by a multifamily property in
Montgomery, Alabama is REO.  ORIX has received several soft offers
near or above par for the loan.  Disposition of the collateral is
expected within the next six months.  An ARA of $44,199 is in
effect on the loan.

There are two remaining specially serviced loans ($11.2 million,
2%).  One loan ($6.6 million) was recently assumed and returned to
the master servicer.  The other loan ($4.7 million) is scheduled
to refinance by the end of the month.  No losses are expected on
either loan.

ORIX reported a watchlist of 30 loans with an aggregate principal
balance of $97.7 million (19%).  The majority of the loans are on
the watchlist due to occupancy issues, lease expirations, or low
net cash flow (NCF) debt service coverage ratio (DSC) levels.

Per the remittance report, the collateral pool consisted of 97
loans with an aggregate principal balance of $517.6 million, down
from 106 loans totaling $592.4 million at issuance.  ORIX provided
Dec. 31, 2003 NCF DSC figures for 89% of the pool.  Based on this
information, Standard & Poor's calculated a weighted average DSC
of 1.22x, down significantly from 1.40x at issuance.  To date, the
trust has experienced two losses totaling $559,107.

The top 10 loans have an aggregate outstanding balance of
$182 million (35%).  The weighted average DSC for the top 10
loans, excluding the second-largest loan for lack of reporting,
has decreased to 1.13x, down substantially from 1.34x at issuance.
The decreased DSC occurred primarily due to a decline in the
performance of the seventh- and eighth-largest loans discussed
above.  Standard & Poor's reviewed property inspections provided
by ORIX for all of the assets underlying the top 10 loans and all
were characterized as "good."

The trust collateral is located across 32 states with only Texas
(17%) and California (12%) accounting for more than 10% of the
pool balance.  Property concentrations greater than 10% of the
pool balance are found in multifamily (30%), office (28%), and
retail (25%) property types.

Standard & Poor's stressed various loans with credit issues as
part of its pool analysis.  The resultant credit enhancement
levels support the revised and affirmed ratings.


     Ratings Raised And Removed From Creditwatch Developing
   
              Merrill Lynch Mortgage Investors Inc.
  Commercial mortgage pass-through certificates series 1999-C1
   
                    Rating
                    ------                   Credit
         Class   To        From              Enhancement
         -----   --        ----              -----------
         B       AAA       AA/Watch Dev      23.93%
         C       AA-       A/Watch Dev       18.78%
         D       A         A-/Watch Dev      17.06%
         E       BBB       BBB-/Watch Dev    13.06%
         F       BB+       BB/Watch Dev      11.62%

    
     Ratings Affirmed And Removed From Creditwatch Developing
   
              Merrill Lynch Mortgage Investors Inc.
  Commercial mortgage pass-through certificates series 1999-C1
      
                    Rating
                    ------                   Credit
         Class   To        From              Enhancement
         -----   --        ----              -----------
         A-1     AAA       AAA/Watch Dev     30.22%
         A-2     AAA       AAA/Watch Dev     30.22%
         G       B         B/Watch Dev        7.05%
         IO      AAA       AAA/Watch Dev      N/A
    
                      N/A - Not applicable


MILLAGRO INTL: Investors Agree to Swap Shares Prior to New Deal
---------------------------------------------------------------
Millagro International Corp., (OTC: MLGI) said a group of
institutional investors have acquired shareholder voting majority
of the Company and filed Form 15 with the SEC voluntarily
delisting MLGI from the OTC Bulletin Board.

The Company is undergoing reorganization. It is expected to emerge
as a US public vehicle for a Latin American IP-based
telecommunications services provider. The terms are undisclosed at
this time.

The Debenture investors own approximately $1.4 million of
convertible debentures inclusive of all accrued interest,
penalties and embedded warrants. The Debenture holders have agreed
to have their investment reorganized into restricted common equity
of the Company.

Millagro International (formerly Trezac International) is a
holding company that currently operates three subsidiaries. The
company's focus is to grow, sell, and distribute staple foods.
Concentrating its efforts in Eastern Europe, Millagro has been
acquiring companies in the Moldovan food and agricultural market.

                          *     *     *

                       Going Concern Doubt

In its Form 10-QSB for the quarterly period ended Sept. 30, 2003,
the Company reported a net loss from operations of $10,538,502
since inception and a negative cash flow from operating activities
of $1,039,239 since inception.  Due to the net losses and negative
cash flows from operating activities since inception, the Company
may not be able to meet such objectives as presently structured.  
The consolidated financial statements do not include any
adjustments that might result from the outcome of this  
uncertainty.


MIRANT CORP: Claims Estimation Procedures Spur Several Objections
-----------------------------------------------------------------
On September 22, 2004, the Court conducted a status conference on
the proposed Claims Estimation Procedures, after which the
Debtors made certain substantive modifications to the Procedures.

The modifications to the Claims Estimation Procedures include:

(A) Burden Under Section 502(c)

    (1) The Debtors are required to demonstrate in the Estimation
        Request that estimation of each particular Claim affected
        by the Estimation Request is authorized under Section
        502(c) of the Bankruptcy Code.

    (2) If the Claimant has appropriate grounds to assert that
        estimation of a particular Claim is not authorized under
        Section 502(c), the Claimant may file and serve on the
        Estimation Service List an objection setting forth the
        legal basis for the objection within 10 days after
        service of the Estimation Request.  A hearing on the
        Claimant's objection will take place on the next hearing
        date that is three business days after the Debtors'
        receipt of the objection.

    (3) If a Claimant fails to timely file an objection to an
        Estimation Request, it is presumed that the Debtors have
        sustained their burden to demonstrate that estimation of
        the affected Claim is authorized under Section 502(c).
        Estimation of the Claims subject to the Estimation
        Request will proceed in accordance with the Estimation
        Procedures.

(B) Estimation of Claims Subject to Pending Proceedings

    (1) The Debtors may seek to initiate estimation proceedings,
        with respect to any Claim that is, at that time, already
        the subject of a proceeding in a court other than the
        Bankruptcy Court.

    (2) These procedures apply to the Debtors' request to
        estimate a Claim, subject of a Pending Proceeding:

        (a) The Debtors must file and serve on the Estimation
            Service List and the affected Claimant an
            application:

            -- requesting that the Debtors be permitted to serve
               a Notice Package; and

            -- demonstrating that estimation of each particular
               Claim affected by the Estimation Request is
               authorized under Section 502(c).

            The application may include a request that the
            Bankruptcy Court stay the other Pending Proceeding.

        (b) If in the application the Debtors seek to stay a
            Pending Proceeding, "cause to do so" must be
            established.  "Cause" will include a showing by the
            Debtors that the Claimant has materially impeded the
            progress or failed to adhere to deadlines in the
            Pending Proceeding.

        (c) Claimants affected by the application may file a
            response within 10 days after service of the
            application.  The Debtors are permitted to file and
            serve on the Estimation Service List and the affected
            Claimant a reply to any response or objection within
            three business days before the hearing on the
            application.  A hearing on the application will take
            place not earlier than 23 days after service of the
            application.

(C) Debtors' Affirmative Defenses

    In the absence of a Bankruptcy Court order providing
    otherwise, a counterclaim may not be estimated pursuant to
    the Estimation Procedures, except to the extent a
    counterclaim serves as an affirmative defense to the Claim
    subject to estimation.  Any Affirmative Defense will be
    evaluated in the Estimation Proceeding and used for purposes
    of determining the estimated claim amount only.  Any
    Affirmative Defense will not be used for any other purpose in
    any other proceeding.  The legal and factual bases for the
    Affirmative Defense will be set forth in the Estimation
    Request.

(D) Settlement of Claim Amount

    At any time after the service of the Notice Package, the
    Debtors and a Claimant may negotiate a settlement of the
    allowed amount of the Claim.

    (1) Settlements Not Requiring Bankruptcy Court Approval

        (a) If the Settled Claim Amount is equal to or less than
            one 120% the Debtors' Estimate, the Debtors will
            electronically file with the Clerk of the Bankruptcy
            Court and serve on the affected Claimant and the
            Estimation Service List a "Notice of Settled Claim
            Amount" setting the Settled Claim Amount.

        (b) On or before the fifth business day after filing and
            service of the Notice of Settled Claim Amount, any
            objection to the Settled Claim Amount must be
            electronically filed with the Bankruptcy Court Clerk
            and served via overnight delivery and e-mail on:

            -- the Debtors' counsel,
            -- the affected Claimant, and
            -- the Estimation Service List

        (c) A Settled Claim Amount is effective and binding on
            all parties-in-interest on the sixth business day
            after the date of service of the Notice of Settled
            Claim Amount without further Bankruptcy Court order
            if there are no timely objections to the Settled
            Claim Amount.

        (d) If a party-in-interest timely files an objection to
            the Settled Claim Amount, the Bankruptcy Court will
            hold a hearing for approval of the Settled Claim
            Amount under Rule 9019 of the Federal Rules of
            Bankruptcy Procedure on the next regularly scheduled
            Hearing Date.  The Notice Package, any Response or
            Reply filed in accordance with the Estimation
            Procedures and the Notice of Settled Claim Amount
            will constitute the record for any hearing for
            approval of a Settled Claim Amount.

    (2) Settlements Requiring Bankruptcy Court Approval

        (a) If the Settled Claim Amount exceeds 120% of the
            Debtors' Estimate, the Debtors will electronically
            file with the Court Clerk a motion for approval of
            the Settled Claim Amount under Rule 9019(a);

        (b) Not later than five business days before the first
            scheduled hearing on the Rule 9019 Motion, any
            objection to the Rule 9019 Motion must be
            electronically filed with the Court Clerk and served
            via overnight delivery and e-mail on:

            -- the Debtors' counsel,
            -- the affected Claimant, and
            -- the Estimation Service List;

        (c) The Rule 9019 Motion will be set for hearing on the
            next regularly scheduled Hearing Date that is not
            less than 20 days after the date on which the Rule
            9019 Motion was filed;

        (d) The Settled Claim Amount will be effective and
            binding on all parties-in-interest upon the
            Bankruptcy Court's approval of the Rule 9019 Motion.

A blacklined copy of the Amended Claim Estimation Procedures is
available for free at:

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

                 Objections and Debtors' Responses

Several creditors and parties-in-interest objected to the
Debtors' proposed Claim Estimation Procedures, including:

    1. California Department of Water Resources,
    2. California Power Exchange Corporation,
    3. California Public Utilities Commission,
    4. Credit Suisse First Boston,
    5. Deutsche Bank Securities, Inc.,
    6. Dick Corporation,
    7. Edison Mission Energy Companies,
    8. Entergy Arkansas, Inc.,
    9. Federal Energy Regulatory Commission,
   10. Haverstraw-Stony Point Central School District,
   11. Kern River Transmission Company,
   12. Pacific Gas and Electric Company,
   13. Perryville Energy Partners LLC,
   14. Potomac Electric Power Company,
   15. Predator Development Company, LLC,
   16. St. Paul Mercury Insurance Company,
   17. Southern California Edison Company,
   18. The Attorney General of the State of California,
   19. The MIRMA Landlords,
   20. The Southern Company,
   21. the NSTAR Companies,
   22. Town of Haverstraw, New York,
   23. Town of Stoney Point, New York, and
   24. U.S. Bank N.A.

Michelle C. Campbell, Esq., at White & Case, LLP, in Miami,
Florida, tells the Court that a substantial portion of the
objections concern matters which are more appropriately addressed
if and when an Estimation Request is served on a particular
claimant.  With respect to procedural objections, Ms. Campbell
contends that these objections are not yet ripe.

     Objections                     Debtors' Response
     ----------                     -----------------
The Debtors' request is        Establishing uniform Estimation
premature, as the Debtors      Procedures is crucial to the rapid
have not yet proposed a        and efficient resolution of the
plan of reorganization.        the hundreds of complex claims
                               that have been filed against the
                               Debtors' estates.  The Debtors
                               intend to file a Chapter 11 plan
                               by January 1, 2005.  Prior to
                               voting on the Plan, it is crucial
                               that the Debtors provide creditors
                               with accurate information
                               concerning the claims asserted
                               against the Debtors' estates.  If
                               the Debtors wait until filing a
                               plan to propose the Estimation
                               Procedures, the Debtors would not
                               have sufficient time to:

                               -- seek approval of the Estimation
                                  Procedures; and

                               -- estimate those claims that will
                                  unduly delay administration of
                                  the Debtors' estates.

The Estimation Procedures      Providing that the Debtors are
does not properly place the    "presumed" to have met the
burden on the Debtors to       requirements of Section 502(c) if
demonstrate that estimation    no objection is received is
is appropriate pursuant to     entirely appropriate.  This does
Section 502(c) of the          not shift the burden of
Bankruptcy Code.  This is      demonstrating that Section 502(c)
in part because a claimant     has been met to the claimant, but
who objects to the             merely establishes a deadline for
Estimation Request as not      asserting this objection.  If a
meeting the requirements of    claimant does not object within
Section 502(c) must comply     the requisite time period, the
with all deadlines in the      claimant has, in effect, waived
Estimation Request while       this argument.
waiting a resolution of the
threshold issue of whether     Although the Estimation Procedures
the requirements of Section    do not specifically provide that a
502(c) have been met.          claimant may seek a stay pending
                               the resolution of the issue, the
                               Estimation Procedures provide that
                               any party may seek modification of
                               the Estimation Procedures, for
                               good cause shown.  A creditor may,
                               therefore, request a stay of the
                               proceeding for cause.  Such issues
                               should be addressed at that time.

The estimation of any claim    The Bankruptcy Code authorizes the
should not be binding for      Court to estimate claims pursuant
distribution.                  to the Estimation Procedures for
                               all purposes, including
                               distribution purposes.

                               Estimation for purposes of
                               distribution is necessary to
                               ensure that the Debtors can make
                               meaningful distributions to
                               creditors upon the collective date
                               of a reorganization plan.  If
                               estimation is not permitted for
                               distribution, creditors whose
                               claims were not allowed until a
                               later date cannot receive
                               distributions equivalent to other
                               creditors and would thereby be
                               prejudiced.  The alternative,
                               establishing significant reserves
                               on behalf of claims that remain
                               contingent and unliquidated,
                               might prejudice all creditors with
                               known claims if the reserves were
                               in excess of the ultimate
                               adjudication of the unknown claims
                               or delay meaningful distributions
                               for a significant period of time,
                               perhaps years.

When requesting amendments     Establishing uniform Estimation
to the Estimation              Procedures is crucial to the rapid
Procedures, a claimant         and efficient resolution of the
should not be required to      hundreds of complex claims that
demonstrate "cause."           have been filed against the
Rather, the Debtors should     Debtors' estates.  Recognizing the
demonstrate why the            diversity of claims that have been
Estimation Procedures are      asserted against the Debtors'
fair.                          estates, the Debtors have reserved
                               the right to request modification
                               of the procedures, on a case-by-
                               case basis, if the modifications
                               would be appropriate.  This does
                               not shift the burden to the
                               claimant, because a claimant need
                               only show "good cause" why the
                               procedures should be modified.
                               Once a claimant has demonstrated
                               why the Estimation Procedures are
                               inappropriate, the Debtors must
                               modify the procedures.

The Estimation Procedures      Claimants are permitted to
should be clarified to         challenge whether the Debtors have
provide that, at a minimum,    sustained their burden to show
a claimant may challenge an    that estimation of a particular
Estimation Request on the      claim meets the requirements of
grounds that:                  Section 502(c).

-- there is sufficient time
   prior to confirmation to
   fix the claim in a
   standard evidentiary
   proceeding; or

-- a later fixing of the
   claim will not delay
   confirmation.

Once an adversary              The Debtors should be permitted
proceeding has been            the opportunity to demonstrate why
commenced, the parties         estimation would be appropriate
should not be subject to       under the circumstances.
the Estimation Procedures.

The Estimation Procedures      The Estimation Procedures do not
provide that, if either        deny claimant's due process
party fails to comply with     because the Procedures provide for
the Estimation Procedures,     modifications, upon request and
the opposing party may ask     for cause, if either party is
the Bankruptcy Court to        unable to meet a deadline.  Also,
enter an order concerning      the Procedures apply to the
the estimation without         Debtors as well as claimants.
argument or further
submission.  This provision
denies claimants due
process.

The provision that relates     Claimants are permitted to
to pending proceedings         challenge whether the Debtors have
should not apply to            sustained their burden to show
proceedings commenced          that estimation of a particular
before the Petition Date       claim meets the requirements of
and currently stayed.  At      Section 502(c).
the time an Estimation
Request relating to such a
claim is made, the Debtors
should explain why the stay
should not be lifted to
allow the proceeding to
continue.

The Estimation Procedures      The Debtors cannot establish a
should clearly provide when    date by which all Estimation
the estimation process will    Requests will be filed because the
be completed.                  the Debtors do not yet know which
                               claims will be estimated.  The
                               Debtors intend to estimate only
                               those unliquidated and contingent
                               claims, the resolution of which
                               will unduly delay confirmation of
                               a reorganization plan.  At this
                               time, the Debtors cannot know
                               which claims will result in undue
                               delay and will, therefore, be
                               estimated.

Permitting the Debtors to      The Debtors are merely seeking to
assert affirmative defenses    raise affirmative defenses to a
is inappropriate, because      claim subject to an Estimation
this is the same as            Request.
asserting a counterclaim.

Inclusion of counterclaims     A party may request a modification
asserted by the Debtors in     if the claim is subject to an
the Estimation Procedures      Estimation Request.
is necessary, because to
exclude the Debtors' claims
would:

-- defeat the purpose of
   Section 502(c), which is
   the expeditious
   resolution of claims;

-- be a waste of judicial
   resources as two
   proceedings would be
   required; and

-- create inconsistent
   results as the
   preclusive effect of
   the estimation
   proceeding is uncertain.

The Estimation Procedures      The Estimation Procedures are
are an attempt to              designed to create uniform  
circumvent the special         procedures to address the hundreds
protections provided to        of complex claims that have been
government officials.          filed against the Debtors'
                               estates.  The Estimation
                               Procedures are in no manner
                               designed to circumvent a
                               governmental unit's police or
                               regulatory power.

The res judicata effect of     The Estimation Procedures are  
an estimated claim in an       designed to be binding for
estimation proceeding          purposes of these Chapter 11
concerning another claim,      proceedings.
or in a non-bankruptcy
proceeding, is unclear and
should be resolved.

The standard of Fed. R. Civ.   The Bankruptcy Court will apply
P. 56 and Fed. R. Bankr.       all appropriate standards,
P. 7056 should apply.  The     depending on the Track used in the
Bankruptcy Court must          estimation proceeding.
prepare findings and
rulings in accordance with
Fed. R. Bankr. P. 7052.

Rather than amend the          Although the Debtors considered
procedures, the Debtors        adding additional tracks to the
should add a fourth track      Estimation Procedures, the
for estimation procedures      existing Tracks (a) address the
for highly complex pending     varying levels of legal and
disputes.                      factual complexity among the
                               claims and (b) are specifically
                               tailored to promote expeditious
                               and efficient resolution of the
                               claims, while providing each
                               claimant with appropriate due
                               process protection.

Secured creditors should not   This argument is premature.  The
be forced to wait for          Estimation Procedures provide that
confirmation to liquidate      any party may request modification
an allowed claim.              of the Estimation Procedures, for
                               good cause shown, and such issues
                               should be addressed at that time.

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)


MIRANT CORP: MediaNews Can Terminate Swap Agreement, Court Says
---------------------------------------------------------------
As reported in the Troubled Company Reporter on Jan. 05, 2004,
Mirant Corporation and its debtor-affiliates asked the U.S.
Bankruptcy Court for the Northern District of Texas to:

   (a) enforce the automatic stay prohibiting MediaNews from
       terminating the Swap Agreement and interfering with the
       Debtors' right thereunder;

   (b) hold MediaNews in civil contempt of the automatic stay; and

   (c) assess sanctions against MediaNews for at least the amount
       of their attorneys' fees and costs, plus $50,000 per day
       until MediaNews complies with the stay, rescinds its
       purported termination notice and ceases interfering with
       the Debtors' rights under the Swap Agreement.

Judge Lynn denies the Debtors' request and further declares that
any court costs associated with the Debtors' request, not
including any professional fees or reimbursed out-of-pocket
expenses, will be charged to the Debtors and applied for in
accordance with Rule 54.1 of the Local Rules for the Northern
District of Texas.

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)


MIRANT CORP: Nov. 1 Unsecured Creditors' Meeting is Postponed
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Mirant
Corporation, et al., wishes to inform creditors of Mirant
Corporation and its subsidiaries that the information meeting
originally scheduled for Nov. 1, 2004, to discuss issues relating
to Mirant's reorganization has been postponed to a later date to
be determined after the Debtors file their proposed disclosure
statement with the Bankruptcy Court. We anticipate that the
information meeting will occur within the next sixty days.

Pending announcement of the date of the rescheduled information
meeting, the Committee will make available a compilation of public
materials reflecting developments in the cases to date.

For any further questions, please contact the Committee's co-
counsel:

           Andrews Kurth LLP
           Attn: David Buchbinder, Legal Asst.
           Phone: (212) 850-2838
           dbuchbinder@akllp.com

Parent Debtors:

        Mirant Corporation
        Mirant Americas Energy Marketing, Lp
        Mirant Americas, Inc.
        Mint Farm Generation, Llc
        Mirant Americas Development Capital, Llc
        Mirant Americas Development, Inc.
        Mirant Americas Energy Marketing Investments, Inc.
        Mirant Americas Gas Marketing I, Llc
        Mirant Americas Gas Marketing Ii, Llc
        Mirant Americas Gas Marketing Iii, Llc
        Mirant Americas Gas Marketing Iv, Llc
        Mirant Americas Gas Marketing V, Llc
        Mirant Americas Gas Marketing Vi, Llc
        Mirant Americas Gas Marketing Vii, Llc
        Mirant Americas Gas Marketing Ix, Llc
        Mirant Americas Gas Marketing X, Llc
        Mirant Americas Gas Marketing Xi, Llc
        Mirant Americas Gas Marketing Xii, Llc
        Mirant Americas Gas Marketing Xiii, Llc
        Mirant Americas Gas Marketing Xiv, Llc
        Mirant Americas Gas Marketing Xv, Llc
        Mirant Americas Procurement Inc.
        Mirant Americas Production Company
        Mirant Americas Retail Energy Marketing, Lp
        Mirant Capital Management, Llc
        Mirant Capital, Inc.
        Mirant Chalk Point Development, Llc
        Mirant Danville, Llc
        Mirant Dickerson Development, Llc
        Mirant Fund 2001, Llc
        Mirant Gastonia, Llc
        Mirant Intellectual Asset Management And Marketing, Llc
        Mirant Las Vegas, Llc
        Mirant Michigan Investments, Inc
        Mirant Peaker, Llc
        Mirant Portage County, Llc
        Mirant Potomac River, Llc
        Mirant Services, Llc
        Mirant Sugar Creek Holdings, Inc.
        Mirant Sugar Creek Ventures, Inc.
        Mirant Sugar Creek, Llc
        Mirant Wichita Falls Investments, Inc.
        Mirant Wichita Falls Management, Inc.
        Mirant Wichita Falls, Lp
        Mirant Wyandotte, Llc
        Mirant Zeeland, Llc
        Shady Hills Power Company L.L.C.
        West Georgia Generating Company, Llc
        Mirant Americas Gas Marketing Viii, Llc
        Mirant Ecoelectrica Investments I, Ltd
        Puerto Rico Power Investments, Ltd.
        Mirant Whightsville Management, Inc.
        Mirant Whightsville Investments, Inc.
        Wrightsville Power Facility, Llc
        Wrightsville Development Funding, Llc
        Mirant Americas Energy Capital, Lp
        Mirant Americas Energy Capital Assets, Llc

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.


NATIONAL BENEVOLENT: Parties Extend Plan Activity Standstill Pact
-----------------------------------------------------------------
The National Benevolent Association of the Christian Church
(Disciples of Christ) and its debtor-affiliates, along with the
Official Committee of Unsecured Creditors, the Official Committee
of Residents/Creditors, and the Missouri Attorney General, filed
with the U.S. Bankruptcy Court for the Western District of Texas,
San Antonio Division, their Second Agreed Motion to Extend
Standstill on Plan Activity.

The Standstill Agreement provides that the parties will not work
on crafting a plan of reorganization through Nov. 15, 2004, and
will not file any plan of reorganization until Dec. 13, 2004.  

The Standstill Agreement includes unanimous support for an
extension of the Debtors' exclusive period to file a plan through
March 4, 2005.

The Debtors report that much progress has been made toward their
reorganization but, several major steps still must be completed:

     * completion of the sale of the Debtors' senior living
       facilities which will be auctioned on November 19, 2004;

     * a thorough review of the Debtors' cash, investments and
       marketable securities; and

     * the Debtors are still in the process of reviewing and
       analyzing the claims that have been asserted against the
       estate.

Headquartered in Saint Louis, Missouri, The National Benevolent
Association of the Christian Church (Disciples of Christ) --
http://www.nbacares.org/-- manages more than 70 facilities  
financed by the Department of Housing and Urban Development and
owns and operates 18 other facilities, including 11 multi-level
older adult communities, four children's facilities and three
special-care facilities for people with disabilities.  The Company
filed for chapter 11 protection on February 16, 2004 (Bankr. W.D.
Tex. Case No. 04-50948).  Alfredo R. Perez, Esq., at Weil, Gotshal
& Manges, LLP represents the Debtors in their restructuring
efforts.  When the Company filed for protection from their
creditors, they listed more than $100 million in both estimated
debts and assets.


NATIONAL COAL: Completes $5.5 Mil. Robert Clear Asset Acquisition
-----------------------------------------------------------------
National Coal Corp. (OTCBB:NLCP), a coal producer operating in
Eastern Tennessee, said its wholly-owned subsidiary, National Coal
Corporation, has completed the acquisition of certain mining
assets of Robert Clear Coal Corporation, a coal mining company
located on 7,000 acres of land in the Elk Valley area of Eastern
Tennessee, for a purchase price of $5.5 million, plus the
assumption of certain current liabilities. Additionally, the
company will replace approximately $3.9 million of the seller's
reclamation and other bonds for the acquired properties. The
acquired assets include leases, permits and mining equipment.

National Coal expects to commence mining operations on all
approved and permitted sites immediately. Reclamation work
currently associated with the site, as well as all future mining
operations, will be guided by the Company's environmentalist to
ensure that all reclamation and mining is performed in accordance
with National Coal's high standards.

                    About National Coal Corp.
                    
National Coal Corp., through its wholly-owned subsidiary, National
Coal Corporation, owns coal mineral rights on approximately 75,000
acres in Eastern Tennessee. For more information, visit
http://www.nationalcoal.com/

At June 30, 2004, National Coal Corp.'s balance sheet showed a
$431,360 stockholders' deficit, compared to a $436,729 deficit at
March 31, 2004.


NORTEL NETWORKS: Inks Settlement & License Pact with Foundry
------------------------------------------------------------
Nortel Networks (NYSE:NT)(TSX:NT) and Foundry Networks, Inc. have
entered into a settlement agreement and patent license agreement.
As part of the settlement, Nortel Networks has granted Foundry a
four-year license under certain patents, and Foundry will pay
US$35 million to Nortel Networks.

Nortel Networks and its subsidiary, Nortel Networks Inc., sued
Foundry in the United States District Court for the District of
Massachusetts for infringement of various Nortel Networks patents
related to computer and data networking. Foundry subsequently sued
Nortel Networks and NNI in the United States District Court for
the Northern District of California for infringement of a Foundry
patent, and Nortel Networks counterclaimed against Foundry for
infringement of additional Nortel Networks computer and data
networking patents. The lawsuits, Nortel Networks Inc. and Nortel
Networks Limited, Plaintiffs, v. Foundry Networks, Inc.,
Defendant, in the United States District Court, District Court of
Massachusetts, Case No. 0110441WGY and Foundry Networks, Inc.,
Plaintiff, v. Nortel Networks Inc. and Nortel Networks Limited,
Defendants, in the United States District Court, Northern District
of California, Case No. C0204909, will be dismissed.

                     About Foundry Networks
                     
Foundry Networks, Inc. (NASDAQ: FDRY) is a leading provider of
high-performance enterprise and Service Provider switching,
routing and Web traffic management solutions including Layer 2/3
LAN switches, Layer 3 Backbone switches, Layer 4 - 7 Web switches,
wireless LAN and access points, access routers and Metro routers.
Foundry's 7,500 customers include the world's premier ISPs, Metro
Service Providers, and enterprises including e-commerce sites,
universities, entertainment, health and wellness, government,
financial, and manufacturing companies. For more information about
the company and its products, call 1.888.TURBOLAN or visit
http://www.foundrynetworks.com/

                     About Nortel Networks
                     
As a global innovation leader, Nortel Networks enriches consumer
and business communications worldwide by offering converged
multimedia networks that eliminate the boundaries among voice,
data and video. These networks use innovative packet, wireless,
voice and optical technologies and are underpinned by high
standards of security and reliability. For both carriers and
enterprises, these networks help to drive increased profitability
and productivity by reducing costs and enabling new business and
consumer services opportunities. Nortel Networks does business in
more than 150 countries. For more information, visit Nortel
Networks on the Web at http://www.nortelnetworks.com/or  
www.nortelnetworks.com/media_center/

                          *     *     *

As reported in the Troubled Company Reporter on June 25, 2004,
Standard & Poor's Ratings Services said that its long-term
corporate credit rating and other long-term ratings on Nortel
Networks Corp. and Nortel Networks Ltd. remain on CreditWatch with
developing implications, where they were placed Apr. 28, 2004.

As previously reported, Standard & Poor's lowered its 'B' long-
term corporate credit rating and other long-term ratings on Nortel
Networks Corp. and Nortel Networks Ltd. to 'B-'.


NRG ENERGY: Wants Court Nod on Proposed Nelson Sale Allocation
--------------------------------------------------------------
On August 18, 2004, the Court approved the sale of substantially
of the assets owned by Debtors LSP-Nelson Energy, LLC, and NRG
Nelson Turbines, LLC, to Invenergy Investment Company, LLC, free
and clear of all liens, claims, encumbrances, and other
interests, and authorized the assumption and assignment of
certain executory contracts, on the terms and conditions set
forth in an Asset Purchase Agreement, Samuel S. Kohn, Esq., at
Kirkland & Ellis, LLP, in New York, relates.  The Sale closed on
Aug. 30, 2004.  Invenergy deposited the $19,500,000 purchase
price in the Nelson Debtors' escrow account.

Pursuant to a Court order dated September 29, 2004, $223,153 of
the Nelson Sale Proceeds was distributed to Thomassen Amcot
International, LLC, as the broker for the Sale.  The remaining
Undistributed Nelson Sale Proceeds, before interest accruing on
the principal sum, is $19,276,847.

                    Resolution of Secured Claims

According to Mr. Kohn, as of the Nelson Debtors' Petition Date,
the Nelson Entities had secured debt in an aggregate principal
amount of not less than $1,081,000,000, pursuant to a Credit
Agreement dated May 8, 2001, by and among NRG Finance Company I
LLC, Credit Suisse First Boston, as agent, the financial
institutions as lenders, other agents and arrangers, and certain
related guaranty agreements, security agreements and pledge
agreements.

Pursuant to the Loan Documents, the Lenders have asserted valid
security interests in all of the Nelson Entities' assets,
estates, right, title and interest.  Pursuant to a Settlement
Agreement among PCL Industrial Construction, Inc., Credit Suisse
and the Nelson Entities, the Lenders' Secured Claim is an allowed
secured claim in the Nelson Debtors' Chapter 11 cases.

Since the Nelson Debtors' Petition Date, the Lenders' Secured
Claim has been reduced by recoveries received by the Lenders
under the plan of reorganization for certain of the NRG Debtors.
As of October 25, 2004, the Lenders' Secured Claims is
$673,072,591, plus unpaid collection costs due pursuant to the
terms of the NRG Plan.

PCL designed and built the Nelson Debtors' power plant until
construction was suspended.  PCL and many of its subcontractors
recorded mechanic's lien claims on the Nelson Assets.  PCL's
total mechanic's lien claims exceed $33,000,000 in principal
amount.

Under the PCL/CSFB Settlement Agreement:

    (a) the Nelson Debtors were required to seek the Court's
        authorization to distribute the Nelson Sale Proceeds;

    (b) NRG Energy has an allowed administrative expense claim
        against the Nelson Entities, with priority in payment over
        any and all administrative expenses of the kinds specified
        or ordered pursuant to any provision of the Bankruptcy
        Code.

        The Allowed Nelson Superpriority Claim is at all times
        senior to the right of the Agent, on behalf of the
        Lenders, PCL, the PCL Subcontractors, and any and all
        other entities asserting claims against the Nelson
        Entities.  As of August 31, 2004, the amount of the
        Allowed Nelson Superpriority Claim was $2,765,500;

    (c) PCL has an allowed secured claim for $13,750,000, plus
        interest, with priority in payment over the Lenders'
        Secured Claim, but not over the preceding NRG Claim; and

    (d) PCL has an allowed claim for $1,482,768 under the Owner
        Services Agreement.

On August 18, 2004, the Court expunged claims filed by certain
PCL subcontractors.

On October 1, 2004, the Nelson Debtors, North Central Antenna
Technologies, Inc., Reynolds, Inc., CSFB, and PCL, stipulated
that:

    (a) NCAT has an allowed secured claim aggregating $21,061,
        with distribution priority over the Lenders' Secured
        Claim, but not over payment of the Allowed Nelson
        Superpriority Claim; and

    (b) Reynolds has an allowed secured claim aggregating
        $288,437, with distribution priority over the Lenders'
        Secured Claim, but not over the Allowed Nelson
        Superpriority Claim.

                         Proposed Allocation

Pursuant to Section 363(b) of the Bankruptcy Code, the Nelson
Debtors propose to distribute the Nelson Sale Proceeds among NRG
and the Nelson Entities' secured creditors:

    Claimant       Description                       Distribution
    --------       -----------                       ------------
    NRG Energy     Allowed Nelson Superpriority        $2,765,500
                   Claim pursuant to the PCL/CSFB
                   Settlement Order

    Reynolds       Secured Lien                           288,437

    NCAT           Secured Lien                            21,060

    PCL            Allowed Secured Claims pursuant     14,070,958
                   to the PCL/CSFB Settlement Order

    PCL            Amount due to PCL under the          1,482,768
                   Owners' Service Agreement

    NRG/CSFB       Distribution on account of             231,500
                   NRG/Nelson residual claim or
                   Lenders' Secured Claim

    CSFB           Estimated Residual Balance             404,623

    U.S. Trustee   $1,500 plus $250 for the 3rd            12,000
                   quarter of 2004, $10,000 plus $250
                   for the fourth quarter of 2004
                                                     ------------
                   TOTAL                              $19,276,846

Pursuant to Section 1930 of the Judicial Procedures Code, the
Nelson Debtors also propose to pay all outstanding fees to the
U.S. Trustee from the Nelson Sale Proceeds.

Mr. Kohn contends that the proposed allocation is consistent with
the PCL/CSFB Settlement Agreement, the PCL/CSFB Settlement Order,
the Expungement Order, and the NCAT/Reynolds Stipulation.  PCL
has tendered an acceptable draft form of PCL's Final Satisfaction
and Final Release of Mechanic's Lien Claim in accordance with the
PCL/CSFB Settlement Agreement, an original of which will be
provided into escrow in exchange for the distribution to PCL.

Accordingly, the Nelson Debtors ask the Court to approve the
proposed allocation.

NRG Energy, Inc. owns and operates a diverse portfolio of power-
generating facilities, primarily in the United States. Its
operations include baseload, intermediate, peaking, and
cogeneration facilities, thermal energy production and energy
resource recovery facilities. The company, along with its
affiliates, filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 03-13024) on May 14, 2003. The Company emerged from chapter 11
on December 5, 2003, under the terms of its confirmed Second
Amended Plan. James H.M. Sprayregen, P.C., Matthew A. Cantor,
Esq., and Robbin L. Itkin, Esq. at Kirkland & Ellis, represented
NRG Energy in its $10 billion restructuring. (NRG Energy
Bankruptcy News, Issue No. 35; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


OMI CORPORATION: Moody's Confirms Low-B Ratings After Review
------------------------------------------------------------
Moody's Investors Service has confirmed the debt ratings of OMI
Corporation, completing a review for possible downgrade that was
initiated on June 25, 2004.

The confirmed ratings include:

   * $200 million 7.625% senior unsecured notes due 2013, rated B1
   * Senior Implied rating of Ba3
   * Senior Unsecured Issuer rating of B2

The rating outlook is stable.

OMI's ratings had been placed on review for possible downgrade
following the announcement by the company of its proposed purchase
of vessels from Athenian Carriers Ltd. for approximately
$585 million.  At the time of the announcement, Moody's was
concerned about the increased levels of debt associated with this
acquisition and its effect on near term liquidity, the timing and
levels of shipyard payments related to the acquired newbuilding
commitments and the success of OMI's integration of these vessels
into its current fleet operations.  Since then, Moody's has
monitored the progress of the acquisition and related financing,
and has assessed the company's financial strength relative to
evolving tanker market conditions.  As the result, Moody's
believes that the cash flows that the acquired assets contribute
to OMI's consolidated performance is adequate to maintain the
company's credit fundamentals over the near term, especially
considering the continued strong tanker charter rate environment.

The ratings have a stable outlook, reflecting Moody's expectations
of continued smooth integration of Athenian's vessels, both
existing tonnage and newbuilding commitments, as well as other
vessels in OMI's newbuilding program into OMI's operations.  These
vessels are of a similar technical and commercial nature to that
of OMI's existing medium-size crude oil and product tanker
businesses.  Considering the company's history of successfully
launching and operating new tonnage in the past, Moody's believes
that the number and class of vessels acquired poses little
integration risk.  Moody's notes, however, the higher risk that is
associated with newbuilding commitments, due to long lead times to
delivery in a historically volatile sector.  Ratings or their
outlook may be subject to downward revision if the company were to
undertake additional large, levered acquisitions, or if Suezmax
charter rates were to fall below $20,000/day (on average, fleet-
wide) or if product carrier rates fall below $15,000/day for a
protracted period, such that the company's ability to rapidly
reduce debt incurred with this acquisition were impaired.   
Conversely, ratings may be subject to upward revision if the
company were to repay substantial levels of debt, demonstrating
the ability to maintain leverage of under 3.5x debt/EBITDA even
under softer market conditions, after having taken delivery of all
vessels in its newbuilding program.

As a result of the acquisition, which closed July 2004, OMI paid a
total of $391 million to acquire five Suezmax and one product
tanker, delivered in July and August of 2004.  To fund the
purchase, the company incurred $250 of debt by way of a bridge
loan, which will be replaced by ship mortgage debt secured by
these vessels.  The company will also make a total of $192 million
in progress payments towards seven newbuildings that are
associated with this acquisition.  Total debt of $837 million as
of September 30 2004, which represents a 45% increase over June
2004 levels, represents leverage of 3.5x LTM EBITDA, which is
somewhat low for this rating category, and does not take into
account full year operations of acquired vessels for which debt
has been raised.  Interest coverage is likewise strong, with LTM
EBIT/interest of about 6.8x.  Moody's notes that the entire
shipping industry, the tanker sector in particular, is
experiencing a historically strong rates environment with greater
longevity than most market upturns.  In addition, Moody's believes
the tanker market supply and demand fundamentals support
expectations that this strong market should continue at least
through 2005.

However, Moody's is concerned about the potential affects that
such investments, made at the height of the tanker market cycle,
could potentially have on the company's credit fundamentals when
market conditions deteriorate in a cyclical downturn. As a result
of the company's vessel investment program, OMI's free cash flow
has been negative ($402 million) through the first nine months of
2004, and is expected to be thin through 2005 as the company will
make about $136 million in progress payments relating to all of
OMI's newbuilding commitments.  The company expects to increase
debt over the near term to help fund these progress payments,
which will hinder OMI's ability to improve credit metrics, despite
Moody's expectations for a continued strong tanker rate
environment through 2005.  Moreover, as five of the 13 vessels on
order (including orders placed by the company prior to the
Athenian acquisition) will not be delivered until 2006, OMI bears
considerable risk that the historically-volatile tanker markets
will soften at about the time these vessels are delivered,
reducing the return on investment provided by these vessels and,
considering incremental debt that will be borne with these
deliveries, possibly weakening credit fundamentals.

The ratings continue to reflect the company's historical record of
free cash generation which should result in debt reduction once
the newbuilding program is completed and an increasing market
position that OMI will hold in the Suezmax and product tanker
sectors during an extended strong tanker market.  The latest
acquisition further increases OMI's asset base, about $1.7 billion
as of September 2004 (approximately $1.5 billion of fixed assets
alone, mostly vessels), suggesting substantial coverage to all
debt, including the $200 million of senior unsecured notes.

OMI Corporation, a Marshall Islands incorporated company, is
headquartered in Stamford, Connecticut.  Through its subsidiaries,
the company is a leading seaborne transporter of crude oil and
refined petroleum products.  The company fleet comprises Suezmax
tankers (crude sector) and product carriers, operating 41 vessels
totaling 3.5 million DWT with 13 newbuildings on order.  For LTM
September 2004, the company had revenues of $437 million.


OREGON ARENA: Files Third Amended Disclosure Statement
------------------------------------------------------
Oregon Arena Corporation filed its Third Amended Disclosure
Statement with the U.S. Bankruptcy Court for the District of
Oregon.  A full-text copy of the Disclosure Statement is available
for a fee at:

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

The Plan's primary purpose is to transfer the Company's interest
to the Noteholders' collateral.  The Noteholders' claim amounts to
$192 million.

Pursuant to the Plan, Noteholders will receive the transfer of
their collateral and assignment of all contracts necessary to
operate the Debtor's sports arena on the Effective Date.

The Noteholders secured claim is only $61.3 million leaving an
unsecured deficiency of over $131 million.  The Debtor anticipates
that 99% of the fund for the class of unsecured claims will be
paid to the Noteholders' which will give less than 1% to the other
unsecured claims.

Holders of convenience class claims will receive on the Effective
Date, 50% of their allowed claims.  Based on the distribution,
unsecured claims will be better served by making the election of a
convenience class claims.

Upon confirmation, all equity securities including Common Stock of
the Debtor will be cancelled and nullified.

Once the Plan is consummated, the Company will be dissolved
pursuant to Oregon Law.

Headquartered in Portland, Oregon, Oregon Arena Corporation, owns
Portland's Rose Garden, one of the city's entertainment arenas and
home of the NBA's Portland Trail Blazers. The company filed for
chapter 11 protection on February 27, 2004 (Bankr. D. Oreg. Case
No. 04-31605). Paul B. George, Esq., at Foster Pepper Tooze LLP
and R. Michael Farquhar, Esq., at Winstead Sechrest & Minick P.C.,
represent the Debtor in its restructuring efforts. When the
Company filed for protection from its creditors, it listed an
estimated assets of more than $10 million and estimated debts of
more than $100 million.


ORMET CORP: Steelworkers Hail Departure of CEO Emmett Boyle
-----------------------------------------------------------
The United Steelworkers of America welcomed Emmett Boyle's
resignation yesterday as the Chairman and CEO of Ormet
Corporation. The union has consistently identified Mr. Boyle's
outmoded and confrontational management style as a major
impediment to negotiating a new labor agreement while the company
restructures under Chapter 11-bankruptcy protection.

"Emmett Boyle and Ormet have learned the same lessons as Bill
Bricker at LTV, Richard Wardrop at AK Steel, Joe Corvin at Oregon
Steel and others," said USWA International president Leo W.
Gerard. "You must deal with the Steelworkers in a constructive way
if you want to run a successful company."

In negotiations, the company was seeking significant changes to
the two collective bargaining agreements covering Ormet's
Hannibal, Ohio facilities, as well as major modifications to the
existing retiree benefits programs. In spite of repeated requests,
the company has failed to provide the USWA with the information
needed to understand the company's proposal and the business
structure supporting the plan.

In addition, the company has rejected all offers made by the union
to assist in developing a reorganization plan to ensure the long-
term viability of the facilities.

"Boyle relentlessly pursued a hopeless and self-defeating path
instead of acknowledging our proven track record of successfully
restructuring companies in the steel, aluminum and tire
industries," said Mr. Gerard.

"We look forward to opening a dialogue with the management team
and creditors at Ormet," said USWA District Director Dave McCall.
"We are hopeful that with Boyle out of the way, we can engage in a
rational dialogue of good faith bargaining and reach an agreement
that will provide long-term viability for Ormet, its creditors,
our members and the communities in which it operates."

As reported in the Troubled Company Reporter on Sept.23, 2004,
USWA said Ormet's plan to reorganize and emerge from bankruptcy is
not viable, and any attempt by the company to unilaterally
implement its "outrageous" collective-bargaining demands will
result in an immediate work stoppage.

Ormet's reorganization plan and disclosure statement, filed
September 1 in the United States Bankruptcy Court in Columbus, is
an attempt "to coerce and intimidate our members and retirees into
giving up hard won wages and benefits to line the pockets of
management and financial speculators," said David McCall, Director
of USWA District 1 in Ohio and the union's chief negotiator.

"Your Plan of Reorganization is a sham and your Disclosure
Statement a work of fiction," Mr. McCall told Ormet CEO R. Emmett
Boyle in a letter dated September 15.

Ormet's reorganization plan is contingent on the company
negotiating new agreements with the USWA at its Hannibal Reduction
Plant and Hannibal Rolling Mill. But since March, Boyle and his
"minions have engaged in nothing but bad faith bargaining," Mr.
McCall said.

"The USWA will continue to bargain in good faith and to pursue a
constructive path to reorganizing the Company for the benefit of
its members and retirees and the communities in which you
operate," Mr. McCall's letter went on. "Regrettably, to this
point, you have spurned every opportunity to deal in a like
manner."

Mr. McCall noted that other attempts to use the bankruptcy process
to decimate the living standards of Steelworkers members and
retirees, such as those by LTV Steel have been "confrontational
and self-destructive failures.

"But," he added, "where companies like ISG and Wheeling-Pittsburgh
have worked with the union, we have been able to craft productive
solutions to preserve jobs, maintain living standards and restore
profitability.

"We are going to save Ormet," Mr. McCall said, "but this company
is not going to be saved on the backs of its workers and retirees.

"It is Emmett Boyle that got this company into trouble, and now he
is trying to destroy the union and the lives of the people we
represent in order to save himself," Mr. McCall concluded.

"We simply will not let that happen."

Headquartered in Wheeling, West Virginia, Ormet Corporation --
http://www.ormet.com/-- is a fully integrated aluminum  
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products. The Company
and its debtor-affiliates filed for chapter 11 protection on
January 30, 2004 (Bankr. S.D. Ohio Case No. 04-51255). Adam C.
Harris, Esq., at New York, New York, represent the Debtor in its
restructuring efforts. When the Company filed for bankruptcy
protection, it listed $50 million to $100 million in estimated
assets and more than $100 million in total debts.


OWENS CORNING: Court Okays CDC Corporation and Wall Tech Merger
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
and authorized CDC Corporation and Technology, Inc., to execute
the Plan of Merger and to consummate all transactions
contemplated.

As reported in the Troubled Company Reporter on Sept. 09, 2004,
J. Kate Stickles, Esq., at Saul Ewing, LLP, in Wilmington,
Delaware, reported that CDC and Wall Technology, two of Owens
Corning's wholly owned subsidiaries that design and manufacture
acoustical insulation products, plan to merge.

CDC is a subsidiary Debtor and is contemplated to be the surviving
company after the merger. The Debtors owned CDC since March 2000,
when it acquired CDC's stock for $7.5 million. CDC operates out of
a leased manufacturing facility in Ladysmith, Wisconsin, from
which it produces acoustical wall and ceiling panels, which are
used in the internal finish market by commercial and institutional
customers like schools, churches, theatres, offices, libraries and
other entities requiring sound absorption wall and ceiling
products.  Specifically, CDC modifies insulation board panels
produced by other entities of the Debtors by adding fabric and
other coverings.  CDC has 100 employees.  In 2003, CDC generated
$12 million in total sales.

The Debtors acquired Wall Tech in November 2001 for $3.8 million,
via a stock acquisition.  Wall Tech currently has four employees,
and is leasing a manufacturing facility near Denver, Colorado. In
2003, Wall Tech generated $9 million in sales.

According to Ms. Stickles, CDC and Wall Tech's businesses are
complimentary since both produce acoustical wall and ceiling
panels.  To realize savings in overhead through reduced payroll
and administrative costs, the Debtors determined that CDC and Wall
Tech should merge.  A merger will reduce the costs of designing
and manufacturing acoustical insulation products by permitting the
products to be produced from one plant instead of two, while at
the same time permitting CDC to take advantage of Wall Tech's
assets and brand recognition, through the name "Wall Technology."

The essential terms of the parties' Plan of Merger are:

   (a) The corporate existence of CDC will continue, and the
       shares of capital stock owned by the Debtors in CDC will
       remain issued and outstanding; and

   (b) The corporate existence of Wall Tech will cease, and the
       shares of capital stock owned by the Debtors in Wall Tech
       will be cancelled and extinguished without any conversion
       and payment.

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)


OWENS CORNING: Willing to Provide Disclosure of Expert Testimony
----------------------------------------------------------------
To avoid consuming the parties' and the Court's time and resources
on potential discovery issues relating to experts who'll testify
about the value of the Debtors' present and future asbestos-
related liability,

    -- Owens Corning and its debtor-affiliates,

    -- the Designated Members of the Official Committee of
       Unsecured Creditors,

    -- the Official Committee of Asbestos Claimants,

    -- the Legal Representative for Future Claimants,

    -- Century Indemnity Company, and

    -- Credit Suisse First Boston, as agent for the prepetition
       institutional lenders to the Debtors,

agree to certain limitations on the scope of expert-related
discovery and testimony relating to experts on the issues of
claims estimation to be presented at the Claims Estimation
Hearing.  Neither the terms of the stipulation nor the parties'
agreement to them implies that any of the information restricted
from discovery would otherwise be discoverable.

The parties will make all disclosures required by Rule 26(a)(2)(B)
of the Federal Rules of Civil Procedure, as modified and limited
by the Stipulation, at the times provided by the Court for the
service of written expert reports.  This requires the parties to
produce all documents, data and written information that the
expert relied on or considered in forming his or her opinions in
the matter.  The parties will supplement the disclosures at least
five days before the expert's deposition.  To the extent that the
disclosures include exhibits, information or data processed or
modeled by computer at the direction of a disclosed expert in the
course of forming the expert's opinions, machine readable copies
of the data along produced with the appropriate computer programs
and instructions will be produced, provided that no party need
produce computer programs that are readily available.

Judge Fullam approves the Stipulation.

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


PARMALAT: Investors Commence Class Action Suit vs. Former Execs
---------------------------------------------------------------
Investors, led by Hermes Focus Asset Management Europe, Ltd.,
commenced a class action lawsuit before the U.S. District Court
for the Southern District of New York against Parmalat's former
management, banks and auditors, alleging violations of the
Securities Exchange Act of 1934.

These investors purchased or otherwise acquired securities of
Parmalat Finanziaria SpA and its subsidiaries and affiliates
between and including January 5, 1999, and December 18, 2003, in
reliance on the company's materially false and misleading
financial statements and other public statements.  The investors
seek more than $8,000,000,000 in damages after they lost their
money when Parmalat collapsed in December 2003 due to substantial
operating losses that had been concealed for over a decade.

The investors demand a trial by jury.

"[T]he defendants put honesty and accuracy aside and concocted a
scheme to deceive investors by grossly falsifying Parmalat's
financial statements and portraying the Company as strong and
profitable when it was anything but strong and profitable," Stuart
M. Grant, Esq., at Grant & Eisenhofer, P.A., in Wilmington,
Delaware, tells the District Court.

Mr. Grant explains that Parmalat needed to raise cash to fund its
global expansion and to bailout various businesses owned by the
Tanzi family.  Parmalat was forced to go to the capital markets
several times for continuous infusions of cash from bond and stock
offerings.  To attract global investors, Parmalat needed to show
that it was a good risk -- that its businesses were sound and its
long-term health secure.

Parmalat knew that investors would show little interest if they
understood the company's true financial picture.  To keep
investors interested in the new securities sales, Parmalat had to
find ways to artificially boost the consolidated revenues and
earnings of Parmalat and its subsidiaries while somehow hiding its
massive, and still accumulating, level of debt.  With the direct
participation of its auditors, bankers and lawyers, among others,
Mr. Grant relates that Parmalat and its top management concocted a
series of transactions whose aim was to show the investing public
that the company had profits and assets that, in fact, did not
exist.  This web of deceit involved the creation of bogus bank
accounts, the use of forged financial records, and the
manipulation of Parmalat's balance sheet and income statement
through fictitious investment assets and sham transactions.

A full-text copy of the Complaint is available at no charge at:

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

The other Class Action Plaintiffs are:

     1. Hermes European Focus Fund I,
     2. Hermes European Focus Fund II,
     3. Hermes European Focus Fund III,
     4. Cattolica Partecipazioni, SpA,
     5. Capital & Finance Asset Management,
     6. Societe Moderne des Terrassements Parisiens,
     7. Solotrat,
     8. Laura J. Sturaitis,
     9. Arch Angelus Sturaitis, and
    10. Paulo Bianco

In May 2004, the District Court appointed Hermes, Cattolica
Partecipazioni, Capital & Finance Asset Management, Societe
Moderne and Solotrat as Co-Lead Plaintiffs in the Action.

                     The Individual Defendants

The Plaintiffs name Parmalat's former directors and officers as
defendants:

      * Calisto Tanzi, former Chairman and CEO
      * Fausto Tonna, former Chief Financial Officer
      * Stefano Tanzi, ex-director
      * Luciano Del Soldato, former Chief Accounting Officer
      * Giovanni Tanzi, ex-director
      * Alberto Ferraris, former Chief Financial Officer

Members of Parmalat's Board of Statutory Auditors were also named
defendants:

      * Mario Brughera, Chairman of the Board of Statutory
      * Oreste Ferretti
      * Massimo Nuti
      * Maria Martellini

Mr. Brughera also serves as president of Parmalat's Committee of
Administrative Oversight.

Gianfranco Bocchi, an internal accountant in charge of Bonlat's
accounting department, was also charged.  Mr. Bocchi was
responsible for, among other things, the entries made to Bonlat's
financial statements and facilitated the illicit flow of Parmalat
funds to Tanzi family members and Tanzi-controlled entities.

                      The Auditor Defendants

The Plaintiffs name as defendants Deloitte Touche Tohmatsu,
Deloitte & Touche, LLP, and Deloitte & Touche USA, LLP, as well as
James E. Copeland Jr., Managing Partner at Deloitte Touche
Tohmatsu and Deloitte & Touche, LLP, until May 2003.

The Plaintiffs cite that Deloitte and its various affiliates and
member firms around the world were directly, indirectly or
collectively involved in auditing Parmalat and its affiliated and
subsidiary companies.  The Plaintiffs accuse Deloitte of playing
an integral part in helping Parmalat conceal its massive losses
and huge accumulations of debt.

The Plaintiffs also charge Grant Thornton International, Grant
Thornton, LLP, and Grant Thornton SpA for participating in the
fraudulent scheme.

"Parmalat was not flying solo in constructing the way its
financial health was presented to investors," Mr. Grant tells the
District Court.  "Its auditors, Grant Thornton and Deloitte, did
far more than turn a blind eye to the misconduct: they directly
participated in it."

                        The Bank Defendants

The Plaintiffs name 10 financial institutions as defendants:

   -- Citigroup Defendants:

      * Citigroup, Inc.
      * Citibank, N.A.
      * Buconero, LLC
      * Vialattea, LLC
      * Eureka Securitization plc

   -- BofA Defendants:

      * Bank of America Corp.
      * Bank of America, N.A.
      * Bank of America Securities Ltd.

   -- Credit Suisse First Boston

   -- Banca Nazionale del Lavoro SpA

According to Mr. Grant, the Banks played an indispensable role in
the Parmalat fraud, ensuring that the company was ultimately able
to hide debt and boost its revenues and assets.  Several of the
banks also ensured the continuation of Parmalat's scheme through
their involvement in the issuance of at least $7,000,000,000 of
debt securities that provided a continuous infusion of cash to
fund Parmalat's massive buying spree in the United States and
elsewhere.

The Plaintiffs drag into the case three non-defendant third
parties, which provided strategic banking services to Parmalat:

      * Morgan Stanley & Co.
      * Deutsche Bank AG
      * UBS AG

                       The Law Firm Defendants

The Plaintiffs further charge law firms BBLP Pavia e Ansaldo, and
Zini & Associates, P.C., both founded by Gian Paolo Zini.

Pavia closed its New York office in February 2001, when Mr. Zini
established Zini & Associates.  All the lawyers and staff of Pavia
became partners or employees of Zini & Associates.

The Plaintiffs further name Mr. Zini as defendant.  According to
Mr. Grant, former Parmalat executives have identified Mr. Zini as
the "mastermind" behind the fraud, and the offices of the Law
Firms have been characterized as the "nerve center" of the fraud.
Mr. Zini orchestrated and executed extensive fraudulent activities
for the benefit of Parmalat and Mr. Tanzi, for which
Mr. Zini and his Law Firms received enormous compensation.

                         *     *     *

The Class Action is before U.S. District Judge Lewis A. Kaplan.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion  
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.

The Company filed for chapter 11 protection on February 24, 2004
(Bankr. S.D.N.Y. Case No. 04- 11139).  Gary Holtzer, Esq., and
Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP represent
the Debtors in their restructuring efforts.  On June 30, 2003, the
Debtors listed EUR2,001,818,912 in assets and EUR1,061,786,417 in
debts. (Parmalat Bankruptcy News, Issue No. 35; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PILLOWTEX CORP: Discloses Letter of Intent on Kannapolis Sale
-------------------------------------------------------------
Before the Petition Date, Pillowtex Corporation and its debtor-
affiliates used a 264-acre property located at One Lake Circle
Drive, in Kannapolis, North Carolina, in connection with the
manufacture and sale of their bed and bath products.

The Kannapolis Property includes:

    -- 20 warehouse buildings and mills, totaling 5,800,000 square
       feet located on 145 acres; and

    -- a waste water treatment facility located on the remaining
       119 acres.

On October 7, 2003, the Court approved a sale of a substantial
portion of the Debtors' assets to GGST, LLC.  The assets include
general intangibles and "designation rights" with respect to
certain equipment, real property, executory contracts, and
unexpired leases.  The sale closed on November 3, 2003.  By
notice dated November 2, 2003, GGST elected to exclude from the
sale certain of the Debtors' real properties, including the
Kannapolis Property, in exchange for a purchase price reduction.

Hilco Real Estate, LLC, was retained by the Debtors to assist
with the marketing and sale of their real property assets,
pursuant to the terms of a real estate consulting and advisory
services agreement between Hilco and Pillowtex Corporation.
Hilco began marketing the Kannapolis Property in December 2003.

Trenwith Securities, LLC, was also retained as investment banker,
by the Official Committee of Unsecured Creditors to assist the
Committee and the Debtors with the marketing and sale of the
Kannapolis Property, pursuant to the terms of an engagement
letter between Trenwith and the Committee.  Trenwith began
marketing the Property on behalf of the Committee and the Debtors
in May 2004.

As a result of the marketing efforts, 65 parties either expressed
interest in the Kannapolis Property or viewed the listing details
and other information made publicly available by Hilco or
Trenwith.  Four of the interested parties sought additional
information from Trenwith or Hilco.  Electronic copies of
additional information regarding the Property were provided to
potential purchasers who requested access to the information and
executed appropriate confidentiality agreements.  After further
discussions with the parties, three offers were submitted for the
Property, including Manchester Real Estate & Construction, LLC's
offer.

The Debtors and the Committee determined that Manchester's offer
was the highest and the best bid for the Property.  Accordingly,
after arm's-length negotiations, the Debtors, the Committee, and
Manchester signed a letter of intent on October 7, 2004.

The Debtors stated that they intend to file a motion seeking
authorization for entering into agreements implementing the
transactions contemplated by the Letter of Intent by October 23,
2004.  But as of October 26, 2004, no motion was filed with the
Court.

A copy of the Letter of Intent is available for free at:

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

                       Letter of Intent

The Letter of Intent provides that on the Asset Closing Date,
Fieldcrest Cannon, Inc., will sell the Kannapolis Property and
certain fixtures and remaining personal property to a limited
liability company formed by Manchester or its affiliate JV, LLC,
for:

    -- $3,000,000 in cash; and

    -- a convertible promissory note in the principal amount of
       $1,500,000, payable on the first anniversary date after the
       date on which the Court enters an order confirming a
       reorganization plan, with interest accruing at the then
       applicable Federal Rate.

The terms of the sale will be set forth in a definitive real
estate contract, consistent with the terms of the Letter of
Intent.

In addition, the Letter of Intent provides that Manchester and
Pillowtex will enter into an investment advisory and funding
agreement.  Under the Agreement, Manchester will provide certain
investment advisory services, and fund certain expenses
associated with certain investment transactions in exchange for a
percentage fee arrangement, in accordance with the terms and
conditions in the Letter of Intent.  The Reorganization Plan will
provide for the assumption of the Investment Advisory & Funding
Agreement.

At any time during the period commencing on the Asset Closing
Date and concluding on the Plan effective date, Fieldcrest will
contribute the $1,500,000 Note to JV, LLC, in exchange for a
33.3% membership interest.  The terms of the redevelopment by JV,
LLC, of the Kannapolis Property and the rights and obligations of
the members in JV, LLC, will be set forth in definitive
agreements.  The Plan will provide for the assumption of the
Joint Venture Agreements.

Pursuant to the Letter of Intent, Pillowtex will use its
reasonable best efforts to include in the Plan provisions for the
issuance to the Debtors' unsecured creditors of all of the newly
issued and outstanding shares of common stock of Reorganized
Pillowtex to be issued pursuant to the Plan, in exchange for all
of the Debtors' outstanding unsecured indebtedness, after taking
into account any distributions of cash under the Plan to those
unsecured creditors in partial satisfaction of the Debtors'
obligations and subject to any dilution resulting from any
investment opportunity consummated pursuant to the Investment
Advisory & Funding Agreement.

Upon the execution of the Real Estate Contract, Manchester will
make a $500,000 initial deposit with the Debtors to be held as a
refundable escrow deposit.

Manchester's offer is not subject to any financing contingency.
However, it is conditional on Manchester's completion of due
diligence relating solely to a review of title, survey,
environmental and structural reports relating to the Kannapolis
Property.  Manchester has until November 10, 2004, to waive the
due diligence condition.  The waiver will be deemed to occur upon
the close of business on the November 10 Contingency Waiver
Deadline, unless Manchester notifies the Debtors before the
Deadline that it is not satisfied with the results of its due
diligence review and decides not to proceed with the transaction.
In this event, Manchester's initial deposit, together with the
accrued interest, will be returned immediately.

The Letter of Intent will terminate in the event:

    (a) the Debtors and Manchester fail to enter into the
        Real Estate Contract by October 21, 2004; and

    (b) the Debtors fail to obtain the entry of an Order approving
        the sale of the Property to Manchester Construction by
        December 31, 2004.

Headquartered in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sold top-of-the-bed products to  
virtually every major retailer in the U.S. and Canada.  The
Company filed for Chapter 11 protection on November 14, 2000
(Bankr. Del. Case No. 00-4211), emerged from bankruptcy under a
chapter 11 plan, and filed a second time on July 30, 2003 (Bankr.
Del. Case No. 03-12339).  The second chapter 11 filing triggered
sales of substantially all of the Company's assets.  David G.
Heiman, Esq., at Jones Day, and William H. Sudell, Jr., Esq., at
Morris Nichols Arsht & Tunnel, represent the Debtors.  On July 30,
2003, the Company listed $548,003,000 in assets and $475,859,000
in debts. (Pillowtex Bankruptcy News, Issue No. 72; Bankruptcy
Creditors' Service, Inc., 215/945-7000)    


PREMIUM LOAN: S&P Assigns 'BB' Rating to Class D Notes
------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Premium Loan Trust I Ltd./Premium Loan I Corporation's
$259 million floating-rate notes due 2015.

The preliminary ratings are based on information as of
October 26, 2004.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect:

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

   -- Certain structural features, which are intended to limit the
      impact of a deterioration of the portfolio on the
      noteholder;

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

   -- The experience of the collateral manager; and

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

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

                  Premium Loan Trust I Limited/
                   Premium Loan I Corporation
   
        Class               Rating       Amount (mil. $)
        -----               ------       ---------------
        A                   AAA                    215.0
        X                   A+                      16.0
        B                   A                       10.0
        C                   BBB                     11.0
        D                   BB                       7.0
        Preference shares   N.R.                     7.5
   
                        N.R. - Not rated


ROUGE INDUSTRIES: Exclusive Plan-Filing Period Extended to Feb. 16
------------------------------------------------------------------
Rouge Industries, Inc., sought and obtained an extension of its
exclusive period during which to propose and file a chapter 11
plan of reorganization.  At a hearing in Wilmington earlier this
week, Judge Walrath extended the Company's exclusive plan-filing
period to Feb. 16, 2005, and granted the company a concomitant
extension of its exclusive period during which to solicit
acceptances of that plan from creditors through Apr. 18, 2005.  

This 120-day extension of the Debtor's exclusive period is without
prejudice to the company's right to seek further extensions.  

No creditor or other party-in-interest objected to Rouge
Industries' request for more time.  

Substantially all of the Debtors' assets were acquired on Jan. 30,
2004, by SeverStal N.A. in exchange for cash and other
consideration pursuant to the terms of the Asset Purchase
Agreement.  The APA was authorized by an order of the Court on
Dec. 2, 2003, subsequently amended and executed on Jan. 30, 2004.  
As of July 31, 2004, the Company reported is was sitting on a
$98,661,923 pile of cash.

Headquartered in Dearborn, Michigan, Rouge Industries, Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. Del. Case No. 03-13272).
Donna L. Harris, Esq., Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed total assets of $558,131,000 and total
debts of $558,131,000.


SCHLOTZSKY'S INC: Hires Hilco Real as Real Estate Consultant
------------------------------------------------------------          
The U.S. Bankruptcy Court for the Western District of Texas gave
Schlotzsky's, Inc., and its debtor-affiliates permission to employ
Hilco Real Estate, LLC, as their real estate consultant.

Hilco Real will:

    a) meet with Schlotzsky's management to ascertain the
       Company's goals, objectives and financial parameters in
       relation to real estate consulting and advisory services;

    b) develop, design, and implement a marketing program for the
       sale of the Debtors' owned properties, and the possible
       termination, sale and assignment of their leased
       properties;

    c) coordinate and organize the bidding procedures and sale
       process in order to maximize the attendance of all
       interested bidders for the sale and assignment of the
       Debtors' owned properties and leased properties;

    d) negotiate the terms of:
  
          (i) rent reduction and renegotiation agreements for
              the Debtors' leased properties,

         (ii) sale and assignment agreements for the leased
              properties, and
   
        (iii) lease termination and claim reduction agreements for
              the leased properties;

    e) report periodically to Schlotzsky's regarding the
       status of the marketing and sale negotiations.

Al Lieberman, a Member of Hilco Real Estate, discloses that the
Firm's professionals will bill the Debtors $250 per hour for all
professional services.

Mr. Lieberman reports Hilco Real Estate's terms of compensation:

    a) Hilco shall earn a sale commission fee equal to 4.5% of the
       gross sale proceeds for every successful sale or assignment
       of the Debtors' properties;

    b) Hilco shall be entitled to a claim waiver fee equal to 4.5%
       of the distribution that would be made on account of
       successfully negotiating an agreement with a lessor of the
       leased properties that provides for a reduction or waiver
       of any claims under the leases; and

    c) Hilco shall earn a commission equal to 4.5% of the economic
       value achieved for any successful renegotiated leases with
       the Debtors' lessors.

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

Headquartered in Austin, Texas, Schlotzsky, Inc. --  
http://www.schlotzskys.com/-- is a franchisor and operator of   
restaurants. The Debtors filed for chapter 11 protection on  
August 3, 2004 (Bankr. W.D. Tex. Case No. 04-54504). Amy Michelle  
Walters, Esq. and Eric Terry, Esq., at Haynes & Boone, LLP,  
represent the Debtors in their restructuring efforts. When the  
Debtors filed for protection from its creditors, they listed  
$111,692,000 in total assets and $71,312,000 in total debts.


SOLUTIA INC: Creditors Have Until Nov. 30 to File Proofs of Claim
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Sept. 23, 2004,
Solutia, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to fix Nov. 29, 2004,
at 5:00 p.m., as the last day and time for creditors to file
proofs of claim against them.  The Debtors also ask the Court to
approve the form and manner of notice of the Claims Bar Date.

However, Judge Beatty gave creditors one more day and fixed
November 30, 2004 as the Claims Bar Date.

Judge Beatty further ruled that each claim the Pension Benefit
Guaranty Corporation files in In re Solutia, Inc., Case No.
03-17949 (PCB), will be deemed to be a claim asserted jointly and
severally against each of the Debtors whose cases are jointly
administered under Case No. 03-17949.

Judge Beatty had that provision in the order due to PBGC's
response to the Debtors' request.

                          PBGC Response

The Pension Benefit Guaranty Corporation, a United States
government corporation that administers and enforces the pension
plan termination insurance program, has contingent claims against
the Debtors in connection with the Solutia, Inc., Employees'
Pension Plan.

According to Joan Segal, Esq., PBGC wants to ensure that the
nature and number of claims it may have against the Debtors are  
fully disclosed.

If the Pension Plan is terminated during the course of the
bankruptcy proceeding, the Debtors will become jointly and
severally liable to PBGC for the amount of unfunded benefit
liabilities under the Pension Plan.  In addition, the Debtors and
any controlled group members are jointly and severally liable for
contributions required under the minimum funding standards of the
Employment Retirement Income Security Act of 1974 and the Internal
Revenue Code.  The Debtors and the controlled group members are
also jointly and severally liable for unpaid insurance premiums
due to PBGC under Section 1307 of the Labor Code.

Thus, PBGC has three joint and several claims against each of the
15 Debtors.  In the absence of claims consolidation proposed by
the Debtors, PBGC would be required to file 45 proofs of claim.

Ms. Segal clarifies that PBGC is in agreement with the Debtors'
Request.  "PBGC simply wishes to ensure that all other interested
parties are fully informed."

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


SPIEGEL INC: Moves to Reject Fleet Capital Equipment Lease
----------------------------------------------------------
Spiegel, Inc., and its debtor-affiliates want to walk away from an
equipment lease with Fleet Capital Leasing-Technology Finance.  

Pursuant to the Lease, the Debtors obtained from Fleet Capital:

   -- 16 Hitachi copiers;

   -- one Hitachi printer each for a term of 60 months
      commencing on January 20, 2001 at a monthly rate for all of
      the equipment totaling $12,481; and

   -- an additional Hitachi printer for a term of 55 months
      commencing on June 25, 2001 at a monthly rate of $1,115.00.

The Fleet Lease provides that, on the expiration of the initial  
term, the Lease will renew for successive one-month terms unless  
and until the Debtors send Fleet Capital a written termination  
notice of at least 60 days prior to the end of any term.  If the  
Debtors elect to terminate, at the expiration of the final term,  
they are required under the Fleet Lease to return the Equipment  
in good working condition.

In light of the recent contraction in the overall size of their  
business enterprises over the past year, the Debtors no longer  
require the use of the Equipment.  The Debtors also do not wish  
to waste their resources by keeping and maintaining the  
Equipment.

Marc B. Hankin, Esq., at Shearman & Sterling, LLP, in New York,  
relates that Fleet Capital filed Claim No. 2527 amounting  
$438,353 for payments allegedly due and owing under the Lease.   
The Debtors have examined their books and records and determined  
that:

   (i) they owe Fleet $7,618 in prepetition amounts;

  (ii) they are current on all postpetition payments under the
       Fleet Lease; and

(iii) the total payments due and owing for the remainder of  
       the term of the Fleet Lease total $334,325.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general  
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.  (Spiegel Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


STERLING FINANCIAL: Reports Record Third Quarter 2004 Earnings
--------------------------------------------------------------
Sterling Financial Corporation (Nasdaq: STSA) reported earnings of
$15.3 million for the third quarter of 2004. This compares with
earnings of $8.6 million for the prior year's comparable quarter.
Core earnings were $14.5 million for the quarter ended Sept. 30,
2004. This compares with core earnings of $8.9 million for the
quarter ended Sept. 30, 2003. Core earnings exclude merger and
acquisition costs, net gains on sales of securities, and a charge
for costs related to early repayment of debt, net of tax.

Earnings for the nine months ended September 30, 2004 were
$40.8 million, compared to $25.9 million for the prior year's
comparable period. Core earnings for the nine months ended
September 30, 2004, were $40.9 million, which compares with core
earnings of $25.3 million for last year's comparable nine-month
period. Earnings for both the three- and nine-month periods ended
September 30, 2004 reflect continued growth in net interest income
and other income that were primarily due to an increase in average
earning assets, as well as increases in transaction accounts and
fee income.

Harold B. Gilkey, chairman and CEO, said, "We are extremely
pleased with the record results of the third quarter which keeps
Sterling on target with its profitability trend line for 2004. Our
core earnings for the quarter increased 62% from last year's third
quarter and highlight the strong success of our business plan and
internal growth efforts."

Mr. Gilkey commented further, "The improved performance of several
of Sterling's key business lines -- retail banking, corporate
banking and business banking -- contributed to the quarter's
results. Our recent merger has had a positive impact on our
operating results, and we have seen notable performance from the
new branches we integrated earlier in the year. Our focus remains
on production throughout the system."

A reconciliation of reported earnings and earnings per share has
been provided in Exhibit A. Management believes that this
presentation of non-GAAP core earnings numbers provides useful
information to investors regarding the company's financial
condition and results of operations, as core earnings are widely
used for comparison purposes in the financial services industry.

                        Operating Results

Net Interest Income

Sterling reported record net interest income of $50.2 million for
the three months ended September 30, 2004, compared to $32.3
million for the same period in the prior year. The increase over
the comparable period in 2003 was primarily due to a $2.16 billion
increase in the volume of average earning assets. The increase in
average earning assets was primarily due to the recent merger and
Sterling's internal growth.

Net interest income for the nine months ended September 30, 2004,
was $144.6 million, which compares with net interest income of
$90.9 million for the first nine months of last year. The increase
in the nine-month period was also due to an increase in the volume
of interest earning assets.

Sterling's net interest margin of 3.31% for the third quarter of
2004 remained unchanged from last year's comparable period, but is
down 0.09% from the preceding quarter. With two interest rate
increases from the Federal Reserve, Sterling experienced some
margin compression during the current quarter, as certain
variable-rate loans have not yet repriced. Additionally, yields on
loans and investments declined from the preceding quarter,
reflecting a flattening yield curve. Net interest margin for the
nine months ended September 30, 2004, was 3.35%, which represented
a modest increase from 3.32% for the comparable 2003 period. The
increase for the nine-month period primarily reflected a higher
volume of loan production and increased sales of mortgage backed
securities.

Other Income

Total other income was $12.7 million for the three-month period
ended September 30, 2004, compared to $8.4 million for the same
period one year ago. Total other income was $37.4 million for the
nine months ended September 30, 2004, compared to $25.2 million
for the same period one year ago. The three and nine-month
increases are primarily due to an increase in fees and service
charge income and the gains on the sales of securities.

Fees and service charge income increased by 59% to $8.1 million
for the quarter from $5.1 million in the same period one year ago.
Fees and service charge income was $24.8 million and $14.3 million
for the nine months ended September 30, 2004 and 2003,
respectively, an increase of 73%. These increases were primarily
due to an increase in the number of transaction accounts, which
resulted in an increase in fees, and cash management services
fees. The total number of transaction accounts as of September 30,
2004, was approximately 147,000, a 72% increase over the
comparable period last year. This increase was mainly due to the
recent merger and the addition of new branches since year-end.

Income from mortgage banking operations for the quarter was $1.5
million, compared with $2.2 million for the prior year's
comparable quarter. For the nine months ended September 30, 2004,
income from mortgage banking operations was $4.4 million, compared
with $6.9 million for the same period in 2003. The decreases were
primarily due to a slow-down in residential loan originations
compared to the prior year's comparable period. Sterling's
commercial real estate segment continues to contribute increased
production to help offset this slowdown. During the quarter ended
September 30, 2004, the commercial real estate segment provided
29% of total mortgage banking operations income, as compared with
20% for the September 2003 quarter.

Operating Expenses

Total operating expenses were $36.6 million for the three months
ended September 30, 2004, compared with $24.7 million for the
three months ended September 30, 2003, an increase of 48%.
Operating expenses were $111.4 million and $68.7 million,
respectively, for the nine months ended September 30, 2004 and
2003, an increase of 62%. The year-over-year increases were
primarily due to increases in personnel, occupancy, data
processing and transaction account related expenses, as well as
merger and acquisition costs associated with the recent merger.
Full-time equivalent employees have increased year-over-year by
506 to 1,610 at September 30, 2004.

Commenting on operating expenses and efficiency, Mr. Gilkey
stated, "As we anticipated, our core operating efficiency ratio
improved to 60.2%, compared to 61.2% for the preceding quarter. We
see additional opportunities for improvement in income for the
fourth quarter because we expect our lending teams to increase
production in our key retail lines."

Performance Ratios

Return on average tangible equity was 22.8% for the three months
ended September 30, 2004, compared with 16.9% for the same period
in 2003. Average tangible equity represents total shareholders'
equity reduced by goodwill and other intangible assets. Return on
average equity was 14.6% for the three months ended September 30,
2004, compared to 13.6% for the same period in 2003. The increase
in both ratios primarily reflects the growth in earnings,
partially offset by higher average equity. Return on average
assets was 0.94% for the three months ended September 30, 2004,
compared to 0.83% for the same period in 2003. The increase was
primarily due to the year-over-year increase in net income.

Lending

At September 30, 2004, Sterling's loans receivable increased to
$4.02 billion, up 8% from the preceding quarter. Sterling's loan
growth has been directly related to the significant increase in
branch locations, market expansion and the addition of lending
personnel. Sterling's primary strength in lending is in building
customer relationships, which can lead to increased market share
in loans and deposits.

Sterling's total loan originations for the quarter ended September
30, 2004 of $748.7 million compared to $603.4 million in the third
quarter of 2003, an increase of 24%. Most of the growth occurred
in the commercial real estate, construction lines and corporate
banking. Sterling's construction, corporate, business banking and
consumer loan originations for the third quarter were $563.2
million, or approximately 75% of total originations.

Credit Quality

At September 30, 2004, total nonperforming assets were $16.9
million, or 0.25% of total assets. This compares most favorably
with the third quarter 2003 level of $25.5 million, or 0.63% of
total assets; however, it is also favorable to the June 30, 2004
level of $16.9 million, or 0.27% of total assets. The decrease in
this ratio was primarily due to the sale of certain loans and the
improvement in the credit quality of certain large loans in the
commercial real estate and multifamily portfolio.

Classified assets were $74.6 million at September 30, 2004, a
decrease compared to $80.7 million at June 30, 2004, and a slight
increase compared to $69.3 million at September 30, 2003. The loan
delinquency ratio decreased to 0.34% of total loans, compared to
0.87% of total loans at September 30, 2003, and 0.43% of total
loans at June 30, 2004. Classified assets decreased from the June
2004 quarter as a result of principal pay-downs on certain large
credits and the reduction of the market value of certain
nonperforming loans.

Sterling's loan charge-off ratio improved and remained at a very
modest level. The annualized level of charge-offs to average loans
was 0.10% for the third quarter of 2004, a decrease from 0.15% for
the June 2004 quarter, and 0.16% for the September 2003 quarter.

Sterling's provision for loan losses was $3.0 million for the
three months ended September 30, 2004, compared with $2.9 million
for the same period in 2003. At September 30, 2004, the loan loss
allowance totaled $47.3 million and was 1.16% of total loans. This
compares with an allowance of $33.7 million, or 1.21% of total
loans at September 30, 2003. Sterling believes the allowance is
adequate given its analysis of the loan portfolio.

Balance Sheet and Capital Management

At September 30, 2004, Sterling's total assets were $6.73 billion,
up from the prior year's comparable period of $4.08 billion.
Shareholders' equity increased $39.0 million from June 30, 2004,
reflecting the retention of earnings and improvements in the
valuation of the securities portfolio.

Sterling Savings Bank's risk-based capital ratios continued to
exceed the "well-capitalized" requirements. As of September 30,
2004, Sterling's book value per share had increased 28% to $19.62.

Interest Rate Risk and Portfolio Position

Sterling continues to implement strategies to protect its interest
margin in rising interest rate environments. Some of the
components of Sterling's strategy are: originating and retaining
variable-rate consumer, business banking, construction and
commercial real estate loans, which generally have higher yields
than residential permanent loans; utilizing the cash flows from
the asset-backed securities ("ABS") portfolio to fund increased
production of business banking, variable-rate commercial real
estate, consumer and construction loans; and selling certain long-
term, fixed-rate loans and investments. Additionally, over 50% of
Sterling's loan portfolio will reprice or mature over the next 12
months.

Goodwill Litigation

In May 1990, Sterling sued the U.S. Government with respect to the
loss of the goodwill treatment and other matters relating to
Sterling's past acquisitions of troubled thrift institutions. In
the Goodwill Litigation, Sterling seeks damages for, among other
things, breach of contract and for deprivation of property without
just compensation.

In September 2002, the U.S. Court of Federal Claims granted
Sterling Savings Bank's motion for summary judgment as to
liability on its contract claim, holding that the United States
Government owed contractual obligations to Sterling with respect
to its acquisition of three failing regional thrifts during the
1980s and had breached its contracts with Sterling. Sterling is
waiting for a trial date to be set to determine what amount, if
any, the government must pay in damages for its breach. The timing
and ultimate outcome of the Goodwill Litigation cannot be
predicted with certainty. Because of the effort required to bring
the case to conclusion, Sterling will likely continue to incur
legal expenses as the case progresses.

Outlook

"Our results show we are progressing on target with our business
plan and strengthening our position as the leading regional
community bank in the Pacific Northwest," says Sterling Chairman
and Chief Executive Harold Gilkey. "This quarter continues to
showcase our focus on improving financial statement metrics and
that our transition from integration of new branches to production
is well ahead of schedule. We are confident going into the fourth
quarter that continued strong loan and deposit growth will
continue to drive earnings growth."

                        About the Company

Sterling Financial Corporation of Spokane, Washington, is a
unitary savings and loan holding company, which owns Sterling
Savings Bank. Sterling Savings is a Washington State-chartered,
federally insured stock savings association, which opened in April
1983. Sterling Savings, based in Spokane, Washington, has branches
throughout Washington, Oregon, Idaho and Montana. Through Sterling
Savings Bank's wholly owned subsidiaries, Action Mortgage Company
and INTERVEST-Mortgage Investment Company, it operates loan
production offices in Washington, Oregon, Idaho, Arizona and
Montana. Sterling Savings Bank's subsidiary Harbor Financial
Services provides non-bank investments, including mutual funds,
variable annuities and tax-deferred annuities and other investment
products, through regional representatives throughout Sterling's
branch network.

                          *     *     *

As reported in the Troubled Company Reporter's July 22, 2004
edition, Fitch Ratings has upgraded the long-term rating of
Sterling Financial Corporation to 'BB+' from 'BB'. All other
ratings have been affirmed by Fitch.

Additionally, Fitch has assigned ratings to Sterling Savings Bank,
including an investment grade long-term deposit rating of 'BBB-'.
A complete list of ratings is provided at the end of this release.

The rating upgrade reflects the progress that STSA has made
improving both its franchise as well as its balance sheet
structure. Through acquisitions, as well as organic growth, STSA
has created a Pacific Northwest franchise with approximately $6.1
billion in assets and 134 branches in four states. Additionally,
the company has been transforming itself from a thrift to a more
community banking oriented entity.

An improving level of earnings, aided by a relatively stable NIM
over an interest rate cycle, sound asset quality and increased
levels of capitalization are the drivers of our higher ratings
assessment. The successful continuation of these trends and the
additional accumulation of capital remain opportunities for
further ratings improvements.


SUPERIOR GALLERIES: Sept. 30 Balance Sheet Upside-Down by $905K
---------------------------------------------------------------
Superior Galleries, Inc. (OTCBB:SPGR) reported record revenues and
net income for its fiscal 2005 first quarter ended Sept. 30, 2004.
The Company recorded revenues of $9.3 million in its 2005 first
quarter, an increase of $3.4 million, or 57%, from $5.9 million
for the three months ended Sept. 30, 2003, primarily due to
increased sales of rare coins year over year. Quarterly net income
for the three months ended September 30, 2004 was $125,796, as
compared to a loss of $65,744, for the three months ended
Sept. 30, 2003.

Silvano DiGenova, CEO of Superior, commented, "We are pleased to
begin fiscal 2005 with a continuation of our strong third- and
fourth-quarter 2004 trends. Achieving record revenues and net
income for a third consecutive quarter gives us confidence as we
continue our efforts to build a basis for sustained improvements
in our operating results. Traditionally, our second quarter is our
weakest, but we are making plans which we hope will, in the
future, counteract that seasonality in a lasting way. Our plans
include enhancing the e-commerce capabilities of our website,
exploring and expanding into direct marketing venues to attract a
broader base of customers, and seeking financing that will allow
us to continue to grow our revenues in the rare coin market."

                        About the Company

Superior Galleries, Inc. is a publicly traded company, acting as a
dealer and auctioneer in rare coins and other fine collectibles.
The firm markets its products through its prestigious location in
Beverly Hills, and the company's website at http://www.sgbh.com/

At Sept. 30, 2004, Superior Galleries' balance sheet showed a
$905,001 stockholders' deficit, compared to a $1,083,417 deficit
at June 30, 2004.


TEMBEC INC: S&P Affirms BB- Corporate Credit & Sr. Unsec. Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Tembec
Inc. to negative from stable.  At the same time, the 'BB-' long-
term corporate credit and the 'BB-' senior unsecured debt ratings
on Tembec and its subsidiary, Tembec Industries Inc., were
affirmed.  

"The outlook revision reflects concerns that profitability and
cash flow generation will be weaker than forecasted as a result of
the appreciation of the Canadian dollar, and weaker pulp prices,"
said Standard & Poor's credit analyst Daniel Parker.

"The company's EBITDA is negatively affected by about C$27 million
for each 1% appreciation of the Canadian dollar," Mr. Parker
added.  The ratings are predicated on a sustained recovery in
pulp and paper prices.  The currency appreciation and a softening
of pulp prices will make it difficult for the company to improve
its credit metrics.

The ratings on Tembec reflect its highly cyclical revenue exposure
and aggressive debt levels, which have resulted in very weak
financial performance through the bottom of the current cycle.  
The ratings also reflect an aggressive growth strategy.  These
risks are partially offset by significant operating leverage that
should generate strong cash flow at the peak of the cycle, and by
some revenue diversity.

Tembec's performance continues to fluctuate because of its high
exposure to pulp, the most volatile forest product.  With the
majority of Tembec's cost base located in Canada, the strong
Canadian dollar has greatly affected Tembec's relative cost
position in its markets, as about 80% of the company's sales are
exported.  

Tembec's vulnerability to exchange rates (along with poor prices)
has contributed to exceptionally weak profitability for the past
two years and highlights the possibility that
under a sustained stronger Canadian dollar, the company's cost
position is below average.

The ratings are predicated on a sustained demand and price
recovery for pulp and papers, and on limited additional
strengthening of the Canadian dollar.  Although credit measures
will remain very weak in the near term, Tembec has sufficient
liquidity to manage through the current downturn.

The company must continue to make progress in its credit
protection measures.  A return to weak cash flow generation would
result in a negative ratings action.


TRAVELCENTERS: Moody's Rates Planned $575M Secured Facility Ba3
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to TravelCenters
of America, Inc.'s proposed $575 million secured credit facility,
consisting of a $100 million revolving credit, due 2009, and a
$475 million Tranche C term loan, due 2011.  The purpose of the
proposed transaction is to fund the acquisition of eleven travel
centers from Rip Griffin Truck Service Center, Inc. for $120
million, to purchase one of the company's franchisee's travel
centers for $10 million, to refinance existing debt, as well as
for fees.  In addition, the following ratings have been affirmed:

   * $190 million Senior Subordinated Notes due 2009 of B3,
   * Senior Implied rating of B1, and
   * Senior Unsecured Issuer rating of B2.

The rating outlook is stable.

The ratings reflect substantial debt levels the company carries,
which has been increased as a result of the levered acquisition of
the Rip Griffin sites, and expected thin free cash flow generation
in the near-term owing to the company's on-going investment
programs.  The ratings also consider recent growth in revenues and
earnings in a stronger macroeconomic environment, particularly in
the trucking sector, and a large tangible asset base that
continues to provide substantial coverage to the company's debt.  
The stable outlook reflects Moody's expectations that the company
will be able to maintain modest organic revenue growth, while
maintaining operating margins within historical ranges of 2.5%-3%.  
Ratings or their outlook would be subject to downward revision if
the company were to increase debt appreciably without significant
growth in its cash flow stream, resulting in sustained leverage
(lease-adjusted debt/EBITDAR) exceeding 5x, or if free cash flow
becomes negative over the next few years, requiring additional
borrowing.  Conversely, ratings could be upwardly affected if the
company demonstrates continuous free cash flow generation of over
10% of total debt, or if leverage could be reduced and remain
below 4x lease-adjusted debt/EBITDAR.

Upon close of the proposed transactions, TravelCenters' debt will
increase 27%, from $545 million ($480 million of balance sheet
debt, before unamortized debt discount, plus about $65 million of
synthetic leases) as of September 2004 to pro forma $694 million.  
With about $18 million of estimated EBITDA contributed by the
acquired Rip Griffin sites, pro forma leverage increases more
modestly, from debt/EBITDA of 3.7x prior to the transactions
(approximately 4.2x on a lease-adjusted basis), to pro forma 4.6x
(4.8x lease-adjusted).  Owing to the contribution to operating
profits from the new sites, interest coverage improves slightly,
from EBIT/interest of about 1.4x as of September 2004 to pro forma
1.7x.  Both the pro forma leverage and interest coverage ratios
are within normal ranges for this rating category.  Free cash
flow, however, which takes into account the company's heavy
capital expenditure requirements (about $45 million in both 2003
and 2004), is expected to be tight through 2005, despite expected
growth in revenue and earnings, and should remain below 5% of
total debt throughout this period.  This raises doubt as to the
company's ability to repay meaningful amounts of debt over the
near term.

Moody's notes the revenue and earnings growth that the company has
experienced in the first nine months of 2004, which supports the
confirmation of the current ratings despite the substantial
increase in debt.  For the nine months ending September 30, 2004,
the company reported total revenues of $1.9 billion, a 15%
increase over nine months September 2003.  Likewise, operating
profits grew to $51.6 million for the first nine months of 2004
from $45.8 million in same period in 2003, while the company
generated relatively robust free cash flows of $51.5 million.  
This allowed TravelCenters to reduce debt modestly, to $480
million in September 2004 from $505 million as of year-end 2003,
making incremental borrowing to fund the acquisitions more
manageable.  Moody's considers this trend to be important to the
sustainability of the company's credit strength, since revenue
growth and margin stability will be critical to the company's
capacity to generate free cash flows that are adequate to
significantly reduce debt over the long run.  In the near-term,
however, Moody's expects debt reduction to be modest, as
TravelCenters will likely continue a sizeable capital expenditure
program.

Moody's assesses asset coverage on the entire debt structure to be
strong.  The company will have about $869 million of assets on its
balance sheet pro forma for the Rip Griffin acquisitions.  The
large majority of this amount, about $631 million, is represented
by property and equipment (mostly real estate) whose appraised
value can be substantially higher than carrying costs.  As such,
Moody's believes that the TravelCenters' collateral base should
provide ample coverage to the $694 million in total debt upon
close, especially to the $575 million of committed senior secured
facilities ($500 million drawn upon close).

The proposed senior secured credit facility has been rated Ba3,
one notch above the senior implied rating, reflecting the senior
position that these facilities have in the total debt structure.  
These facilities, guaranteed by TravelCenters of America Inc. and
its subsidiaries, are secured by all assets of the company and its
guaranteeing subsidiaries, and rank senior to the existing
$190 million senior subordinated notes.  Although the new bank
facilities have scheduled maturities later than the existing
subordinated notes (2009-2011), they will become due in 2008,
before the maturity of the senior subordinated notes, if those
notes are not refinanced by that time.  The senior subordinated
notes, due 2009, are rated B3, two notches below the senior
implied rating, reflecting the junior claim position that these
notes have to a substantial amount of existing and future
potential senior debt.

TravelCenters of America, headquartered in Westlake, Ohio operates
the nation's largest full-service travel center network consisting
of 160 sites located in 41 states and Canada -- 139 are owned and
operated by the Company, 12 are owned and franchised and 9 are
owned and operated by independent franchisees -- serving long-haul
trucking fleets and their drivers, independent truck drivers and
general motorists.  LTM revenue ended September 30, 2004 totaled
nearly $2.4 billion, split approximately $1.7 billion fuel related
and $0.7 billion non-fuel.


TRIAD HOSPITALS: Posts $142.7 Million Third Quarter EBITDA
----------------------------------------------------------
Triad Hospitals, Inc. (NYSE:TRI) reported consolidated financial
results for the three and nine months ended September 30, 2004.
For the three months, the Company reported revenues of
$1.1 billion; earnings before interest, taxes, depreciation,
amortization, and other items of $142.7 million.

The Company reported in discontinued operations an after-tax gain
of $6.1 million on the sale of San Leandro Hospital, which the
Company sold for $35 million on July 1, 2004.

Diluted EPS included $0.02 from a favorable adjustment to the net
deferred tax liability resulting from state tax rate changes that
reduced the blended marginal tax rate to 37.0% from 37.5%. The
Company expects its blended marginal tax rate to remain
approximately 37.0% for the foreseeable future.

On a same-facility basis compared to the prior year three-month
period, inpatient admissions increased 2.2%, adjusted admissions
increased 2.3%, inpatient surgeries increased 5.9%, patient
revenue per adjusted admission increased 5.7%, patient revenues
increased 8.1%, and revenues increased 7.7%. Same-facility results
included facilities owned for the full third quarter of both
years.

For the three months, the Company reported a provision for
doubtful accounts of $121.2 million, or 10.9% of revenues. As it
has always done, the Company estimated this expense, as well as
the corresponding allowance for doubtful accounts on its balance
sheet, by conducting a quarterly "look back" regression analysis
of each facility's receivables' collection experience, augmented
by other secondary analytical methods such as the level of
uninsured receivables and the aging of those receivables. The
Company continued to include in the allowance for doubtful
accounts on its balance sheet the same additional amount that it
has been including for the past year beyond what the Company's
historical experience would require, in order to reflect the
potential for further deterioration in the collectibility of
receivables from uninsured patients.

For the three months, cash flow from operating activities was
$133.8 million, or $155.3 million excluding cash interest payments
of $6.4 million and cash tax payments of $15.1 million. The
Company spent $113.7 million on capital expenditures, largely for
expansion and construction of new facilities, and paid debt
principal of $16.6 million. On October 1, 2004, the Company
acquired Dukes Memorial Hospital, a 60-bed facility in Peru,
Indiana, near the Company's existing facilities in the Ft. Wayne
area.

At September 30, cash and cash equivalents were $88.9 million, and
the Company had $372 million available under its $400 million
revolving credit facility, which was reduced by $28 million of
outstanding letters of credit. Long-term debt outstanding was
$1.7 billion, and stockholders' equity totaled $2.3 billion.

For the nine months, the Company reported revenues of
$3.3 billion; adjusted EBITDA of $452.2 million; diluted EPS of
$1.86; and diluted EPS from continuing operations of $1.14.

On a same-facility basis compared to the prior year nine-month
period, inpatient admissions increased 3.5%, adjusted admissions
increased 4.3%, inpatient surgeries increased 5.2%, patient
revenue per adjusted admission increased 5.5%, patient revenues
increased 10.0%, and revenues increased 9.5%. Same-facility
results included facilities owned for the full nine months of both
years.

For the nine months, cash flow from operating activities was
$281.7 million, or $431.8 million excluding cash interest payments
of $68.3 million and cash tax payments of $81.8 million. Triad
spent $330.4 million on capital expenditures, largely for
expansion and construction of new facilities. The Company paid
debt principal of $748.9 million during the nine months, which
includes $75 million from draws on its revolving credit facility
during the first quarter which were subsequently repaid, and
received proceeds of $600 million from the issuance of new debt in
the second quarter.

Triad updated its guidance for 2004 diluted EPS from continuing
operations, excluding refinancing transaction costs, to $2.37-2.41
from $2.33-2.41. The new guidance incorporates:

    (i) $0.64 in the first quarter (reflecting the subsequent
        $0.02 reclassification of San Leandro to discontinued
        operations);

   (ii) $0.56 in the second quarter (excluding refinancing
        transaction costs of $0.63 per share which, when included,
        resulted in a diluted loss per share of $(0.07)); and

  (iii) $0.56 in the third quarter.

                        About the Company

Triad, through its affiliates, owns and manages hospitals and
ambulatory surgery centers in small cities and selected larger
urban markets. The Company currently operates 52 hospitals
(including one acquired October 1 and one under construction) and
14 ambulatory surgery centers in 15 states with approximately
8,340 licensed beds. In addition, through its QHR subsidiary, the
Company provides hospital management, consulting and advisory
services to more than 200 independent community hospitals and
health systems throughout the United States.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 03, 2004,
Fitch Ratings has assigned the following ratings to Triad  
Hospitals, Inc. (Triad):  

   -- senior secured bank facility, 'BB+';  

   -- senior unsecured notes, 'BB-';

   -- senior subordinated notes, 'B+'.  

The Rating Outlook is Stable.  The ratings were initiated by Fitch  
as service to users of its ratings and are based on public  
information.
Triad's high speculative-grade ratings reflect the sustainability  
and successful execution of the company's business model, offset  
by modestly high leverage.  Triad emphasizes a collaborative model  
with regards to acquisitions, which tend to be mostly financed  
with cash flow.  As such, Fitch anticipates debt levels will  
generally remain stable or decrease slightly with scheduled  
amortizations.  However, the potential for modest increases in  
leverage tied to acquisitions are considered in Fitch's rating. A  
two notch rating on the bank facility reflects strong collateral  
coverage for the secured facility.

Total debt at June 30, 2004 was approximately $1.7 billion.  Fitch  
anticipates that fiscal year 2004 coverage (EBITDA/interest) will  
be between 4.8 times (x) and 5.2x and leverage (total debt/EBITDA)  
will range between 2.7x and 3.4x, with Triad generating over $300  
million in net cash from operating activities.  Primary liquidity  
is provided by cash from operations and the company's $400 million  
revolving credit facility (offset by $28.4 million in outstanding  
LOC's).

Triad management contends that its collaborative approach allows  
the company to generate margins that are more sustainable over a  
longer period of time and position individual hospitals to better  
respond to market forces given the collaborative relationships  
with medical staffs and community leaders.  Triad has fared  
somewhat better than its peers with regards to volume and bad debt  
trends currently impacting the hospital management sector  
partially due to the markets in which it operates (small cities  
and selected urban markets) as well as divesting some facilities  
that may have hampered performance.

Costs trends should remain fairly stable over the next year with  
slight acceleration in supplies anticipated, owing to expected  
increases in drug-eluting coronary stent penetration and expanded  
use of other costly technologies.  Bad debt trends will continue  
to be monitored to gauge performance versus management  
expectations. Labor rates, which have moderated dramatically since  
2001, should continue to remain at acceptable levels.  Pricing  
should remain generally favorable for at least the next 18
months.   
Triad reports a large percentage of 2005 managed care contracts  
have been signed with rate increases averaging between 5%-7%.   
Medicare rates are expected to remain relatively favorable as  
hospitals are slated to receive full market basket increases in  
2005 and 2006 (subject to legislative review). Fitch anticipates  
that the company will remain an active acquirer, as noted above,  
and selected divestitures are possible.  The threat posed by  
specialty hospitals and competing ambulatory surgery centers  
(ASCs) is somewhat mitigated by the markets Triad serves, and  
Fitch intends to monitor their competitive impact in Triad  
markets.  Other concerns include industry-wide issues such as bad  
debt expense and slower-than-expected volume trends, the  
sustainability of private-pay rate increases, the highly regulated  
nature of the industry and acquisition-associated risks.

With a portfolio of 51 general acute care hospitals (including one  
under construction) and 14 ambulatory surgery centers, Triad  
Hospitals, Inc. is one of the largest publicly owned hospital  
management companies in the U.S. Triad concentrates it operations  
(hospitals and ambulatory surgery centers) in small cities and  
selected urban markets primarily in the southern, mid-western and  
western U.S.


TRUMP HOTELS: Morgan Stanley to Arrange $500 Million Financing
--------------------------------------------------------------
Trump Hotels & Casino Resorts, Inc. (OTCBB: DJTC.OB) has selected
Morgan Stanley & Co. Incorporated as joint lead arranger for the
Company's $500 million financing that is expected to be
consummated as part of the Company's plan announced on Oct. 21,
2004. Proceeds from the Financing, which will be secured on a
first priority lien on substantially all of the Company's assets,
are expected to fund immediate capital improvements, as well as
certain expansion projects, at the Company's current properties.
The Financing would also provide financial resources for the
Company to potentially invest in additional jurisdictions. UBS
Investment Bank, the Company's exclusive financial advisor in
connection with the Plan, is expected to joint lead the Financing.

Donald J. Trump, the Company's Chairman and Chief Executive
Officer, commented on the new banking relationship, "Morgan
Stanley is one of the finest investment banking names on Wall
Street. We are excited about the opportunity to work with Mitch
Petrick and his team, given their proven track record working with
companies with world-class brands and significant growth
prospects. Combining their broad financial capabilities with the
power of the Trump brand will create a strong platform for the
expansion of our business."

Michael J. Petrick, Managing Director, Head of Morgan Stanley's
Leveraged Finance and Co-Head of Morgan Stanley's Corporate Credit
Group, commented, "We look forward to working with Trump Hotels &
Casino Resorts on this important assignment. This financing
clearly positions the Company for growth, and provides it with the
opportunity to capitalize on an exceptional brand by reinvesting
into, and expanding its, existing portfolio of assets." Scott C.
Butera, the Company's Executive Vice President of Corporate and
Strategic Development, added, "It was important for us to
establish a long term relationship with another strong
institutional partner. Morgan Stanley will greatly enhance our
ability to achieve our strategic and financing objectives."

David R. Hilty, Managing Director in the Financial Restructuring
Group of Houlihan Lokey Howard & Zukin which is serving as the
financial advisor to certain noteholders of Trump Atlantic City
Associates' First Mortgage Notes involved in the discussions,
commented, "Completing the financing is one of the key steps to
insure a timely exit from the recapitalization process. We are
pleased with the selection of Morgan Stanley as a joint lead
arranger of the Company's financing."

                        About the Company

Through its subsidiaries, Trump Hotels & Casino Resorts, Inc.,
owns and operates four properties and manages one property under
the Trump brand name. THCR's owned assets include Trump Taj Mahal
Casino Resort and Trump Plaza Hotel and Casino, located on the
Boardwalk in Atlantic City, New Jersey, Trump Marina Hotel Casino,
located in Atlantic City's Marina District, and the Trump Casino
Hotel, a riverboat casino located in Gary, Indiana. In addition,
the Company manages Trump 29 Casino, a Native American owned
facility located near Palms Springs, California. Together, the
properties comprise approximately 451,280 square feet of gaming
space and 3,180 hotel rooms and suites. The Company is the sole
vehicle through which Donald J. Trump conducts gaming activities
and strives to provide customers with outstanding casino resort
and entertainment experiences consistent with the Donald J. Trump
standard of excellence. THCR is separate and distinct from Mr.
Trump's real estate and other holdings.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 22, 2004,
THCR, Donald J. Trump, and holders of approximately 57% of Trump
Atlantic City Associates' First Mortgage Notes due 2006,
approximately 68% of Trump Casino Holdings, LLC's First Priority
Mortgage Notes due 2010 and approximately 81% of Trump Casino
Holdings, LLC's Second Priority Notes due 2010 entered into a
Support Agreement in connection with the recapitalization of the
Company pursuant to a prepackaged chapter 11 plan of
reorganization.  

As part of the Plan, Donald J. Trump, who will remain the
Company's Chairman and Chief Executive Officer, will invest
approximately $71.4 million into the recapitalized Company. Mr.
Trump's investment will consist of a $55 million cash equity
investment and the conversion of approximately $16.4 million
principal amount of TCH Second Priority Notes owned by him into
shares of the recapitalized Company's common stock. Upon
consummation of the Plan, Mr. Trump is expected to remain the
largest individual stockholder of the Company, with beneficial
ownership of approximately 27% of the Company's common stock.

The Plan calls for an approximately $400 million reduction in the
Company's indebtedness with a reduced interest rate of 8.5%,
representing annual interest expense savings of approximately $98
million. The Plan also permits a working capital facility of up to
$500 million secured by a first priority lien on substantially all
of the Company's assets, which is expected to allow the Company to
refurbish and expand its current properties and permit the Company
to enter into new and emerging jurisdictions, among other uses.

Under the Plan, the holders of the TAC Notes and the unaffiliated
holders of the TCH Notes would exchange their notes (approximately
$1.8 billion aggregate principal amount) for an aggregate of
approximately $74 million in cash, an aggregate of $1.25 billion
principal amount of a new series of 8.5% senior second priority
mortgage notes with a ten-year maturity and secured by a lien on
substantially all of the Company's assets, subject to the Working
Capital Facility, and approximately $395 million of common stock
of the Company valued at the same per share purchase price as Mr.
Trump's investment (assuming the unaffiliated stockholders of the
Company fully exercise the warrants).

Existing unaffiliated stockholders of the Company would retain
their interests in their current common stock (which would be
diluted to 0.05% of the total equity interests of the
recapitalized Company and are expected to be reclassified pursuant
to a reverse stock split upon consummation of the Plan). The
existing unaffiliated stockholders would also receive one-year
warrants upon consummation of the Plan to purchase common stock at
the same per share purchase price as Mr. Trump's investment.
Proceeds from the exercise of the warrants (as well as any
remaining shares of the $50 million of the Company's common stock
reserved for warrant exercises, if not all of the warrants are
exercised) would be distributed to the holders of the TAC
Notes. If all of the warrants are exercised, the Company's
unaffiliated stockholders would hold approximately 8.3% of the
Company's common stock, the holders of TAC Notes would hold
approximately 63.7% of the Company's common stock and the holders
of the TCH First Priority Notes would hold approximately 1.4% of
the Company's common stock, each on a fully-diluted basis.

Houlihan Lokey Howard & Zukin has been serving as the financial
advisor to the TAC Noteholders involved in the discussions.

Upon consummation of the Plan, the Company is expected to transfer
to Mr. Trump the former Trump's World's Fair site in Atlantic
City, New Jersey and the Company's 25% interest in the Miss
Universe pageant. The Company would also enter into a development
agreement with the Trump Organization, pursuant to which the Trump
Organization would have a right of first offer to serve as project
manager, construction manager and/or general contractor with
respect to construction and development projects for casinos and
casino hotels and related lodging at the Company's existing and
future properties. Mr. Trump has also agreed to grant the Company
and its subsidiaries a new trademark license agreement for use of
his name and likeness as well as enter into a services agreement
with the Company.

The Support Agreement contemplates that the Company would commence
reorganization proceedings by late November 2004 and that the Plan
would be confirmed by mid-April 2005 and consummated by May 1,
2005. The Company intends to arrange for up to $100 million
interim financing during the proceedings.

The implementation of the Plan is subject to a number of
conditions typical in similar transactions including, among other
things, the negotiation of the investment agreement and other
documentation relating to the Company's arrangements with Donald
J. Trump, the Plan and accompanying disclosure statement, the
indenture governing the New Notes and other transaction documents.
The Plan would also be subject to applicable government approvals,
including court approval of the Plan and related solicitation
materials, gaming authority approvals and other relevant filings.
The definitive terms and conditions of the Plan would be outlined
in a disclosure statement that would be sent to security holders
entitled to vote on the Plan after confirmation by the court.


U.S. CANADIAN: 3-for-1 Forward Split & Symbol Change Take Effect
----------------------------------------------------------------
U.S. Canadian Minerals Inc.'s (OTCBB: UCAD) 3-for-1 forward split
was declared effective as of the open of the market yesterday,
Oct. 27, 2004.  The company's new trading symbol is USCA.  This
restructuring of the company will allow for the pursuit of
additional avenues of financing and future acquisitions.

John Woodward, president of UCAD, exclaimed, "We are appreciative
of everyone's efforts in making this forward split effective. The
forward split of the company's securities should open exciting
pathways for future growth and additional shareholder value."

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

                          *     *     *

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

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


UNIFLEX, INC: Wants Plan-Filing Period Stretched to Jan. 20
-----------------------------------------------------------
Out of an abundance of caution, to prevent other parties-in-
interest from attempting to take control of its chapter 11 cases,
Uniflex, Inc., asks the U.S. Bankruptcy Court for the District of
Delaware to extend its exclusive plan-filing and solicitation
periods pursuant to 11 U.S.C. Sec. 1121.  Specifically, the Debtor
asks the Court to extend its exclusive period in which to propose
and file a chapter 11 plan through Jan. 20, 2005, and extend the
company's exclusive solicitation period through March 23, 2005.  

Uniflex reminds the Bankruptcy Court that it's already filed a
chapter 11 plan.  That plan might need to be modified.  

Jonathan Nash at Revitalization Partners, LLC, serving as the
company's Chief Restructuring Officer, advises that Uniflex is
courting buyers and outside investors and talking to its Official
Committee of Unsecured Creditors and secured lenders about
possible transactions.  

Headquartered in Hicksville, New York, Uniflex, Inc. --
http://www.uniflexbags.com/-- makes custom-printed plastic bags
and other plastic packaging for promotions and advertising.
The Company filed for chapter 11 protection on June 24, 2004
(Bank. Del. Case No. 04-11852). Peter C. Hughes, Esq., at
Dilworth Paxson LLP, represents the Debtor in its restructuring
efforts. When the Company filed for protection from its
creditors, it estimated debts and assets of over $10 million.


US AIRWAYS: Court Orders Trust Account Set-Up to Ensure Remittance
------------------------------------------------------------------
As reported in the Troubled Company Reporter on Oct. 20, 2004, US
Airways, Inc., and its debtor-affiliates sought and obtained the
Court's authority to assume these Special Purpose Trust Agreements
and continue funding the Special Purpose Trusts under Section 365
of the Bankruptcy Code:
   
   (1) Federal-Related Trust Fund Taxes and Charges Trust

   (2) State and Local Employment-Related Trust Fund Taxes
       and Charges Trust

   (3) Dormant Trust

   (4) Non-Statutory Payroll Deductions Trust

   (5) Federal Air Transportation Tax and Security Charges Trust

The Debtors will cure any defaults in the ordinary course of
business. The Debtors have provided adequate assurance of future
performance without requiring further action.

Judge Mitchell emphasizes that the assumption of the Trust
Agreements does not grant the Debtors authority to pay obligations
to the Pension Benefit Guaranty Corporation.

             Denver and San Francisco Airports Object

Douglas W. Jessop, Esq., at Jessop & Company, P.C., in Denver,
Colorado, informed the Court that since commencing operations at
the Denver International Airport and the San Francisco
International Airport, the Debtors are required to collect and
remit to the Airports certain Passenger Facility Charges.  The
Debtors hold the PFCs as trust funds for the benefit of the
Airports.  The Airports use the proceeds to improve facilities.

Every month, the Debtors incur $170,000 in liability for PFCs to
DIA and $169,000 in liability for PFCs to SFO.

The Debtors indicated that their Trust Agreement for the Special
Purpose Trust 5, dated May 29, 2003, with Merrill Lynch Trust
Company, FSB, as trustee, serves as a reserve to ensure the
payment of PFCs to appropriate institutions.  Furthermore, the
Debtors state that their regular practice is to pay the large
number of parties owed PFCs directly, rather than through the
Special Purpose Trust 5.  Special Purpose Trust 5 maintains a
reserve to pay PFCs in case the Debtors fail to pay PFCs from
their general revenues.

Mr. Jessop observed that the Debtors' description of Special
Purpose Trust 5 indicates that it was not established to collect
PFCs.  "[I]t appears from Debtor's description that the Special
Purpose Trust 5 was established for managing various enumerated
federal charges and taxes and Debtors simply want to throw the
PFCs into the mix as a convenience."

Hence, the Airports objected to the Debtors' request.

Mr. Jessop contends that because the Debtors have filed for
Chapter 11 protection, they are required under 49 U.S.C. Section
40117(m) to segregate in a separate account PFCs equal to the
average monthly liability for PFCs.  The Debtors are not entitled
to commingle the PFCs.

The Airports also object to the request since the Debtors have not
specified:

  (1) the amount of PFCs held in reserve in the Special Purpose
      Trust Fund 5, which must be equal to the average monthly
      liability for fees;

  (2) the methodology used to calculate the average monthly
      liability of Debtors to DIA, as required by Section
      40117(m)(1); and

  (3) the amounts that have been deposited in the Special Purpose
      Trust 5.

The Airports asked the Court to require the Debtors to segregate
all PFCs collected for the benefit of the Airports in a separate
account and specify the methodology used to calculate the average
monthly liability for PFCs to the Airports.

             Orlando International Airport Responds

Roy S. Kobert, Esq., at Broad & Cassel, in Orlando, Florida, tells
the Court that the Greater Orlando Aviation Authority is the owner
and operator of the Orlando International Airport.  The Debtors
use the Orlando Airport in the operation of their businesses.  
Since commencing operations at the Orlando Airport, the Debtors
have been required to collect and remit Passenger Facility Charges
of $3.00 per ticket sold to the Aviation Authority.

In an average month, the Debtors accrue $300,000 in PFCs.  The
Debtors have not remitted PFCs to the Aviation Authority for
August and September, 2004.  The Aviation Authority estimates the
Debtors' unpaid PFC obligation to be around $600,000.  Mr. Kobert
says that any order should exempt the PFCs so that there is no
danger that the collections could be used as cash collateral for
another lender.

        Pittsburgh International Airport Gives Its Piece

The Allegheny County Airport Authority operates the Pittsburgh
International Airport.  The Debtors have used and continue to use
the PIA facilities in the normal course of their business.  At the
PIA, the Debtors are required to collect and remit $3.00 per
ticket for PFCs.

Eric T. Smith, Esq., at Schnader, Harrison, Segal & Lewis, in
Pittsburgh, Pennsylvania, tells the Court that every month the
Debtors incur $5,700,000 in rent and services, $900,000 in landing
fees, and $1,000,000 in PFCs.  The Debtors currently owe amounts
to the Airport Authority for all categories.

The Airport Authority wants to ensure that the Debtors' cash
collateral does not include the Airport Authority's PFC Trust
Funds.  If the Debtors fail to sufficiently fund the Trust Fund,
the Airport Authority may have to identify its own PFCs.  As a
result, commencing November 1, 2004, the Airport Authority wants
the Debtors to:

   (a) open a bank account, separate from all other accounts, to
       deposit the Airport Authority's PFC Trust Funds, and

   (b) remit the PFC Trust Funds to the Airport Authority.

      Philadelphia International Airport Wants to be Heard

The City of Philadelphia Department of Commerce, Division of
Aviation, owns and operates the Philadelphia International
Airport.  The Debtors generate a substantial portion of PHL's
revenue and traffic, says Morton R. Branzburg, Esq., at Klehr,
Harrison, Harvey, Branzburg & Ellers, in Philadelphia,
Pennsylvania.  Every month, the Debtors pay $3,350,000 for landing
fees, $4,160,000 for rent, and $2,800,000 for PFCs.

PHL wants the Debtors to separate its PFCs from other funds and
make arrangements for the funds to be remitted to it.

                     Judge Mitchell Yields

Addressing the Airports' concerns, Judge Mitchell rules that PFCs
are trust funds and are not property of the Debtors' estate
pursuant to Section 541 of the Bankruptcy Code.  By Oct. 29, 2004,
the Court directs to the Debtors to:

   (a) create a separate bank account designated as the "US Air
       PFC Trust Account"; or

   (b) designate a separate account within the Special Purpose
       Trust 5 to establish a reserve and to ensure payment of
       PFCs to the proper entities.

By November 1, 2004, the Debtors will segregate the aggregate
average monthly liability for PFCs from Special Purpose Trust 5
into the PFC Account.  Average Monthly PFCs for the Airports other
than Charlotte, will equal the sum of PFCs collected for each
Airport, net of any credits or holdbacks, divided by 12.

Until Charlotte has a year of collections, commencing
November 1, 2004, the Charlotte Average Monthly PFCs will be
calculated as if the PFCs had been collected during the 12-month
period prior, net of any credits or holdbacks, divided by 12.  
Commencing December 1, 2005, the Average Monthly PFCs will equal
the sum of the total PFCs collected for Charlotte, net of any
credits or holdbacks, during the 12-month period prior, divided by
12.

On each business day, the Debtors will deposit the Daily PFC
Amount from their operating accounts into the PFC Account.  The
Daily PFC Amount equals 1/30 of the Airport Average Monthly PFCs.

If the Debtors default, an Airport may request an expedited
hearing to compel the Debtors' payment of the PFCs, plus costs.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

      * US Airways, Inc.,
      * Allegheny Airlines, Inc.,
      * Piedmont Airlines, Inc.,
      * PSA Airlines, Inc.,
      * MidAtlantic Airways, Inc.,
      * US Airways Leasing and Sales, Inc.,
      * Material Services Company, Inc., and
      * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts. (US Airways Bankruptcy News, Issue
Nos. 67 & 68; Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: Wants to Modify Labor Pacts with 3 TWU Locals
---------------------------------------------------------
US Airways, Inc., and its debtor-affiliates ask Judge Mitchell of
the U.S. Bankruptcy Court for the Eastern District of Virginia for
authority to modify three Collective Bargaining Agreements, which
will result in $6,600,000 in cost savings, with the Transport
Workers Union, Locals 545, 546 and 547.

The Debtors appreciate the hard work and good faith shown by the
TWU Dispatchers, Flight Crew Training Instructors and Flight
Simulator Engineers.  The concessions that were needed for the
airline to survive impose a burden on the TWU Groups' members, who
have shown leadership by accepting their fair share of the
sacrifice to transform US Airways into a viable competitor.  The
Agreements with the TWU Groups are important milestones in the
effort to implement the Transformation Plan, Brian P. Leitch,
Esq., at Arnold & Porter, in Denver, Colorado, says.

                     Summary of the Agreements

(1) Flight Simulator Engineers (Local 546)

     On October 6, 2004, the TWU Local 546, representing the
     Flight Simulator Engineers, ratified an Agreement extending
     their CBA through December 31, 2011.  The Agreement will
     provide more than $500,000 per year in cost savings for the
     Debtors, while modifying pay, productivity, benefits, and
     scope.  The Debtors will implement the modified CBA with a
     retroactive effective date of October 1, 2004.

     The Agreement with TWU 546 calls for an 11.8% reduction in
     2004 base rates of pay, effective October 11, 2004.
     Previously negotiated wage "snap backs" due in 2009 have been
     eliminated.  All shift differential overrides, nine of ten
     paid holidays and the premium paid to engineers with a degree
     have been eliminated.

     Productivity gains will be realized through a reduction in
     annual vacation accruals by an average of five days per
     engineer.

     The Debtors will realize savings through major changes in
     post-retirement medical and dental benefits for existing and
     future retirees.  Employees retiring on or before January 1,
     2005, will retain existing plan options.  However, costs and
     employee contributions will be based on true pre-65 costs.  A
     defined dollar benefit cap will be implemented to limit the
     Debtors' cost exposure.  Pre-65 retirees retiring after
     January 1, 2005, will be allowed to use an accrued sick bank
     to "buy down" premium costs.  Post-65 retiree coverage for
     existing and future retirees will be eliminated by January 1,
     2005.  Dental coverage for retirees will cease as of
     December 31, 2004.

     In the area of scope, the Agreement with TWU 546 lifts
     restrictions on the 279 minimum aircraft in the Debtors'
     fleet and minimum hours flown by those aircraft and suspends
     "change in control" provisions.

     The Agreement with TWU 546 provides profit sharing for Flight
     Simulator Engineers, subject to the approval of the US
     Airways Group, Inc., Board of Directors and pursuant to a
     confirmed plan of reorganization.  If equity participation is
     made available to other labor groups, TWU 546 may participate
     in proportion to its share of overall labor concessions,
     taking into account returns to TWU 546 in profit sharing.

(2) Dispatchers (Local 545)

     On September 30, 2004, the TWU Local 545, representing the
     Dispatchers, ratified an Agreement extending their CBA
     through December 31, 2009.  This Agreement will provide over
     $4,500,000 in annual cost savings.  The Debtors will
     implement the modified CBA with a retroactive effective date
     of October 1, 2004.

     In the area of pay, the Agreement with TWU 545 calls for a
     10.3% reduction, effective October 11, 2004.  Previously
     negotiated wage "snap backs" due in 2009 have been
     eliminated.  Shift differential overrides for the midnight
     shift and holiday premium pay have been eliminated.  Overtime
     will be paid at time and one-half and supervisory overrides
     have been eliminated.

     Productivity gains will come from implementation of a 5-2-5-3
     work schedule with an 8-hour day.  Four vacation relief lines
     have been reduced, midnight shift staffing has been cut and
     eight assistant dispatcher positions have been eliminated.

     Productivity enhancements will result in the furlough of 16%
     of the workforce.  To offset the furlough's impact, a cost-
     neutral enhanced separation program and voluntary furlough
     program will be implemented concurrently.  Vacation accruals
     will be reduced at every step, with a 10-day annual reduction
     at the top of scale.  Sick accruals will be reduced by 50%.

     The Agreement produces savings through major changes in post-
     retirement medical and dental benefits for existing and
     future retirees.  Employees retiring by January 1, 2005, will
     retain existing plan options, however, costs and employee
     contributions will be based on true pre-65 costs.  A defined
     dollar benefit cap will limit the Debtors' cost exposure.
     Pre-65 retirees retiring after January 1, 2005, will be
     allowed to use a portion of an accrued sick bank to "buy
     down" premium costs.  Post-65 retiree coverage for existing
     and future retirees will be eliminated by January 1, 2005.
     All dental coverage for retirees will cease as of
     December 31, 2004.

     In the area of scope, TWU 545 has given up its right to the
     work performed by Assistant Dispatchers, resulting in the
     elimination of the eight positions.  This work will be
     automated or performed by administrative employees.  The
     Agreement lifts restrictions on the 279 minimum aircraft in
     the Debtors' fleet, minimum hours flown by those aircraft and
     suspends previously negotiated "change in control"
     provisions.

     The agreement with TWU 545 provides profit sharing for the
     Dispatchers on the same terms as the Flight Simulator
     Engineers.

(3) Flight Crew Training Instructors (Local 547)

     On October 5, 2004, the TWU Local 547, representing the
     Flight Crew Training Instructors, ratified an Agreement
     extending their CBA through December 31, 2011.  This
     agreement will provide more than $1,600,000 in annual cost
     savings.  The Debtors will implement the modified CBA with a
     retroactive effective date of October 1, 2004.

     In the area of pay, the agreement with TWU 547 calls for a
     5.0% reduction, effective October 11, 2004.  Previously
     negotiated wage "snap backs" due in 2009 have been
     eliminated.  All premium pay, shift differential pay and
     overtime pay have been eliminated.  All overtime will be paid
     at straight time rates.

     Productivity gains have been realized through elimination of
     scheduling restrictions and bid and instruction time
     limitations.  Part-time positions with no benefits for up to
     25% of the workforce has been created.  These productivity
     enhancements will result in the furlough of 17% of the
     workforce.  To offset the furloughs, a voluntary leave
     program will be implemented concurrent with staffing
     reductions.  Vacation accruals will be reduced at each step
     by five days except for the first step.

     There will be major changes in post-retirement medical and
     dental benefits for existing and future retirees.  Employees
     retiring by January 1, 2005, will retain current plan
     options.  However, costs and employee contributions will be
     based on true pre-65 costs.  A defined dollar benefit cap
     will limit the Debtors' cost exposure.  Pre-65 retirees
     retiring after January 1, 2005, may use a portion of an
     accrued sick bank to "buy down" premium costs.  Post-65
     retiree coverage will be eliminated by January 1, 2005.  All
     dental coverage for existing and future retirees will cease
     as of December 31, 2004.

     In the area of scope, the agreement with TWU 547 lifts
     restrictions on the 279 minimum aircraft in the Debtors
     fleet, minimum hours to be flown by those aircraft and
     suspends previously negotiated "change in control"
     provisions.  The agreement permits the use of non-seniority
     list part-time employees to perform some of the bargaining
     unit work.

     The Agreement with TWU 547 provides profit sharing for Flight
     Crew Training Instructors on the same terms as the Flight
     Simulation Engineers and Dispatchers.

It is critical that the Debtors modify their labor cost structure
to implement the Transformation Plan and emerge as a viable
competitor.  The Agreements between the Debtors and the TWU Groups
are important steps toward achieving that objective.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

      * US Airways, Inc.,
      * Allegheny Airlines, Inc.,
      * Piedmont Airlines, Inc.,
      * PSA Airlines, Inc.,
      * MidAtlantic Airways, Inc.,
      * US Airways Leasing and Sales, Inc.,
      * Material Services Company, Inc., and
      * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts. (US Airways Bankruptcy News, Issue
No. 69; Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: David Bronner Discusses RSA's $240 Million Investment
-----------------------------------------------------------------
In an article entitled "US Airways Past, Present, and Future" the
Retirement Systems of Alabama, in its journal ADVISOR, Teachers,
Employees, Public, State Police and Judicial, describes its
$240,000,000 investment in US Airways.

                            US Airways
                      Past, Present, Future
                       By David G. Bronner

                               Past

The RSA has been investing in the airline industry since the late
1970s with decades of 12-15% rate of returns on our investments.  
A couple of years ago, when the sky was falling with the WorldCom
and Enron scandals, the RSA had the unique opportunity to invest
$240 million in US Airways that had, and still has today,
$7.5 billion in annual revenues.  If another opportunity in any
industry allows the RSA to buy controlling interest in a revenue
stream of $7.5 billion for $240 million, it would deserve serious
consideration.  Last fiscal year, the RSA had investment earnings
of $2.9 billion; the current fiscal year's earnings will be known
in about 30 days.  Over the last thirty years, RSA's management
has taken a 25% funded program with $500 million in assets to a
92% funded program with nearly $25 billion in assets.

                             Present

US Airways put itself in Chapter 11 because the excellent US
Airways employees said, "We gave twice, why give again," when they
felt past management failed to perform.  The RSA is not past
management; our team has only had five months to correct a decade
of problems.  Unfortunately, labor did not believe that the RSA
was not past management.  Filing for Chapter 11 the second time
allows current management a few months to ask the court to agree
with management and labor consultants that the airline industry
has changed forever.  Labor at US Airways has gone from a
protected industry (like your power company) to a simple commodity
(like corn or sugar), which is completely different from the past.  
Normally in Chapter 11 restructuring existing stockholder value is
wiped out.  In this case some value exists because the only debt
(the government loan) has twice the loan value in collateral.

                             Future

RSA's management team must now try to convince the court, vendors,
public, and US Airways' associates that there is a future.  It
would be easy to walk away except for the obligation to those
30,000 fellow Americans and their families.  Management must give
its best effort, as success will be of benefit to all.  Although
US Airways is only a 1% investment to the RSA, success is
important to the long-term improvement of Alabama and the
restoration of integrity in the airline industry.

                            *   *   *   

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

      * US Airways, Inc.,
      * Allegheny Airlines, Inc.,
      * Piedmont Airlines, Inc.,
      * PSA Airlines, Inc.,
      * MidAtlantic Airways, Inc.,
      * US Airways Leasing and Sales, Inc.,
      * Material Services Company, Inc., and
      * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts. (US Airways Bankruptcy News, Issue
No. 66; Bankruptcy Creditors' Service, Inc., 215/945-7000)


UST INC: Turns Around with $5.843M Stockholders Equity at 3rd Qtr.
------------------------------------------------------------------
UST Inc. (NYSE: UST) reported that for the third quarter 2004, net
sales increased 6.3 percent to $462 million, operating income
increased 5.4 percent to $232.5 million, net earnings increased
7.3 percent to $133.1 million and diluted earnings per share
increased 8.1 percent to $.80 compared to the corresponding 2003
period.

"Improving fundamentals in our smokeless tobacco and wine
businesses continue to yield results above our original
projection," said Vincent A. Gierer, Jr., UST chairman and chief
executive officer.  "As a result, we are once again increasing our
diluted earnings per share estimate for the year to a record range
of $3.16 to $3.20."

For the nine-month period ended Sept. 30, net sales increased
5.5 percent to $1.36 billion, operating income increased 6 percent
to $687.9 million, net earnings increased 10.7 percent to
$402.6 million and diluted earnings per share increased 11.5
percent to $2.42 compared to the corresponding period.

Nine-month 2004 results include a lower effective tax rate due to
the reversal of $20 million of state and federal income tax
accruals as a result of recently completed income tax audits,
partially offset by a $7.2 million loss from discontinued
operations associated with the transfer of the cigar business.

Comparative results for cost of products sold as well as selling,
advertising and administrative expenses for the third quarter and
nine-month periods were impacted by several factors in 2003 as
indicated in the notes to the consolidated sales and earnings
statements.

The company repurchased 1 million shares at a cost of
$37.5 million during the quarter and 3 million shares at a cost of
$112.4 million for the year-to- date period.

                   Smokeless Tobacco Segment

Smokeless Tobacco segment third quarter 2004 net sales increased
5.4 percent to $396.4 million compared to the year-ago period.  
The increase was due to a 1.2 percent increase in moist smokeless
tobacco net can sales to 161.2 million, and higher selling prices.
Premium net can sales declined 0.7 percent to 143.5 million.
Although it is a slight decline, this represents an improvement in
trend over the past several quarters.  Price value net can sales
increased 18.9 percent to 17.7 million.  Sales of promoted cans,
together with spending on sales incentives, declined slightly.
Operating profit for the segment increased 5.2 percent to
$229.5 million.

For the nine-month period, net sales increased 4.8 percent to
$1.183 billion on a 0.8 percent increase in moist smokeless
tobacco net can sales of 482.6 million, and higher selling prices.
Operating profit increased 5.4 percent to $681.2 million compared
to the corresponding 2003 period.

U.S. Smokeless Tobacco Company's Retail Activity Data Share &
Volume Tracking System (RAD-SVT), measuring shipments to retail
for the 26-week period ended Sept. 4, 2004, on a can-volume basis,
indicates that shipments for USSTC were up 1.9 percent with
premium brands stable and price value up 18.7 percent versus the
year-ago period.

During the same period, total category shipments accelerated
6.0 percent, with the premium segment decline moderating to
0.8 percent and the value segments, including price value and sub-
price value increasing 24.7 percent in total.  This is a
noticeable improvement over trends in the year-ago period as
restated, which indicated overall category growth of 3.6 percent,
premium can sales down 3.4 percent and price value can sales up
29.7 percent.

RAD-SVT information is being provided as an indication of current
domestic moist smokeless tobacco trends from wholesale to retail
and is not intended as a basis for measuring the company's
financial performance.  This information can vary significantly
from the company's actual results due to the fact that the company
reports net shipments to wholesale, while RAD-SVT measures
shipments from wholesale to retail, the difference in time periods
measured, as well as new product introductions and promotions.

"Our strategy to accelerate category growth by attracting adult
smokers at a faster rate appears to be working," said Murray S.
Kessler, president of USSTC.  "With continuing strong category
growth and the success of recently introduced new premium
products, we remain confident that our increased category growth
investments will produce record results in 2004."

                          Wine Segment

Wine Segment third quarter 2004 revenue increased 13.6 percent to
$56.8 million on a 11.5 percent increase in premium case sales
versus the corresponding 2003 period.  Gross margin improvement
combined with overall moderate increases in spending resulted in
operating profit advancing 37 percent to $6.2 million.

For the nine-month period, net sales increased 10.7 percent to
$150.4 million on an 8.3 percent increase in premium case sales.
Operating profit increased 35.4 percent to $18.2 million versus
the corresponding 2003 period.

UST Inc. is a holding company for its principal subsidiaries: U.S.
Smokeless Tobacco Company and International Wine & Spirits Ltd.
U.S. Smokeless Tobacco Company is the leading producer and
marketer of moist smokeless tobacco products including Copenhagen,
Skoal, Rooster, Red Seal and Husky. International Wine & Spirits
Ltd. produces and markets premium wines sold nationally through
the Chateau Ste. Michelle, Columbia Crest, and Villa Mt. Eden
wineries, as well as sparkling wine produced under the Domaine
Ste. Michelle label

At September 30, 2004, UST Inc.'s balance sheet show $5,843,000 in
positive equity, compared to a $35,897,000 deficit at June 30,
2004.


VERTIS INC: Sept. 31 Balance Sheet Upside-Down by $349.4 Million
----------------------------------------------------------------
Vertis, Inc., a leading provider of targeted advertising, media
and marketing services, reported results for the three and nine
months ended Sept. 30, 2004.

For the quarter ended Sept. 30, 2004, net sales were $411.6
million, $20.6 million or 5.3% above the third quarter of 2003.
For the nine months ended September 30, 2004, net sales were
$1,196.0 million, $56.5 million or 5.0% above the comparable 2003
period.

Donald E. Roland, Chairman, President and Chief Executive Officer,
stated: "The year-over-year increase in net sales was the result
of strong insert and direct mail volume in North America. As a
result of these volume gains, stabilizing pricing and lower costs,
we posted our third consecutive quarter of EBITDA growth."

Earnings before interest, taxes, depreciation and amortization
amounted to $34,000 and $80.6 million for the three and nine
months ended September 30, 2004, respectively, as compared to
$31.4 million and $113.8 million for the corresponding 2003
periods. Included in these amounts is a previously announced non-
cash loss of $44.0 million in the third quarter of 2004, resulting
from the termination of real estate leasehold interests, as well
as a $10.1 million recovery from a settlement to a legal
proceeding received in the first quarter of 2003. Excluding these
amounts, EBITDA would have been $44.0 million and $124.5 million
for the three and nine months ended September 30, 2004,
respectively, representing growth of $12.6 million, 40.1%, in the
third quarter, and $20.8 million, 20.1%, for the nine-month period
as compared to 2003 EBITDA of $31.4 million and $103.7 million,
respectively.

Dean D. Durbin, Chief Financial Officer, commented: "Our entire
North American platform performed very well in the quarter and
posted solid EBITDA growth of over $25 million, 25%, through the
first nine months of 2004. In Europe, the restructuring activities
have lowered our cost base and we are continuing to look at ways
to improve our operating performance and grow the top-line. In
addition, we generated over $31 million of cash flow from the
termination of leasehold interests in five real estate properties
located in Austria. We used this cash flow to lower our
outstanding borrowings under our revolving credit facility."

Vertis reported net income of $14.3 million in the third quarter
of 2004 versus a net loss of $24.0 million in the third quarter of
2003. For the nine months ended September 30, 2004, Vertis had a
net loss of $8.6 million as compared to a $101.8 million net loss
for the nine months ended September 30, 2003. The 2004 amounts for
the third quarter and nine months include the $44.0 million loss
discussed above, offset by a $66.7 million income tax benefit. The
tax benefit was recorded as a result of eliminating the deferred
tax liability associated with the terminated leasehold interests.
The 2003 nine-month results include a $48.8 million non-cash tax
provision to provide a valuation allowance against previously
recorded deferred tax benefits related to net operating loss
carryforwards. This amount is partially offset by the $10.1
million recovery from a legal settlement identified above.
Excluding these items, net loss for the nine months ended
September 30, 2004, decreased by $31.7 million or 50.3% from the
comparable 2003 period.

At Sept. 30, 2004, Vertis, Inc.'s balance sheet showed a
$349,466,000 stockholders' deficit, compared to a $342,198,000 at
Dec. 31, 2003.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 30, 2004,
Moody's Investors Service affirmed all ratings of Vertis Inc.,  
including its:

   * $250 million Senior Secured Revolving Credit Facility -- B2

   * $342 million 9.75%Senior Secured Second Lien notes due 2005  
     -- B2

   * $348 million 10.875% Senior Notes due 2009 -- B3

   * $272 million 13.5% Senior Subordinated Notes due 2009 -- Caa1

   * Senior Implied rating -- B2

   * Issuer rating -- B3

The ratings outlook has been changed to negative from stable.

The ratings reflect Vertis':

     (i) high leverage,  

    (ii) competitive pricing pressure,  

   (iii) thin margins, and  

    (iv) the dependency of its business upon customer insert and  
         direct mail spending which has only recently show signs  
         of recovery following a protracted slowdown since 2001.

The ratings are supported by:

     (i) Vertis' scale,  

    (ii) its recent success in growing EBITDA (largely through  
         cost-cutting measures),  

   (iii) its solid market position in the newspaper insert and  
         direct mail businesses, and  

    (iv) the strength of its well-established customer  
         relationships.

Vertis' total debt-to-EBITDA stood at approximately 7.1 times at  
the end of June 2004.  Including the securitization facility,  
parent mezzanine debt, and unfunded pension obligations, leverage  
stood at 8.0 times, which represents a fully leveraged profile.  
Based upon a valuation of 6.5 times, recovery prospects are  
questionable for all debtholders, especially junior debtholders,  
in a distress scenario.

Because Vertis can largely pass on newsprint costs to its  
customers, it has been buffered against the full impact of recent  
paper price increases, nevertheless it operates in a market  
characterized by commoditized products, fierce price competition  
and overcapacity.

At the end of June 2004, Vertis recorded liquidity of $46 million  
comprising $10 million in cash equivalents and $36 million in  
undrawn bank availability.  This liquidity is augmented by the  
proceeds of a recently terminated Austrian leveraged lease, which  
totaled $31 million.

Moody's expects that the company will need to amend or refinance  
its existing credit facility during 2004, since it matures at the  
end of 2005.  In addition, the company's $130 million off-balance  
sheet securitization matures in 2005.  There can be no assurance  
that Vertis will be successful in addressing its looming  
refinancing requirements on satisfactory terms and conditions.

The negative outlook incorporates Moody's expectation that sales  
and cash flow will remain pressured by competitive elements for  
the near-term and that the effects of volume growth will continue  
to be offset by tighter pricing.  Importantly, Vertis' UK  
operations have produced poor financial results and Moody's will  
carefully monitor the results of the recent UK restructuring  
initiatives.

There are few factors liable to provide near-term ratings lift.   
On the contrary, a worsening of Vertis' already tight liquidity  
situation, any roadblocks to the successful refinancing of its  
bank debt over the next few months, or major account losses  
resulting from predatory competition, could all result in a  
downgrade of ratings.  Moody's expects that the company should be  
able to reduce leverage to below seven times debt to EBITDA by the  
end of 2004.  Vertis' ability to demonstrate sustained recovery  
should be most observable during the upcoming holiday season,  
which is typically Vertis' strongest quarter for cash generation.


VIVENDI UNIVERSAL: Loan Payments Spur S&P to Withdraw 'BB+' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB+' corporate
credit rating on U.S.-based media company Vivendi Universal
Entertainment LLLP and its 'BBB-' senior secured bank loan rating
following the repayment of the rated bank debt with unrated,
unsecured bank loans.  The ratings are removed from CreditWatch,
where they were placed September 3, 2003.

Standard & Poor's had previously said that the ratings on VUE
would be withdrawn, once the debt was refinanced by VUE following
its becoming a 95%-owned subsidiary of unrated NBC Universal --
NBCU -- which is 80%-owned by General Electric Company; GE;
AAA/Stable/A-1+).  NBC Universal was created following the merger
of Vivendi Universal S.A. (BBB-/Stable/A-3) subsidiary VUE with
GE's fully owned media subsidiary NBC.

"We believe that, if rated, NBC Universal would have strong
potential for an investment-grade corporate credit rating,
especially as an entity 80%-owned by GE," said Standard & Poor's
credit analyst Robert Schulz, "given that it has reported pro
forma 2003 revenues of more than $13 billion, annual EBITDA of
about $3 billion, and operating margins that should be above
average for major media and entertainment companies in the U.S."


W.R. GRACE: Can Make Lease Decisions Until Plan Confirmation
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the time within which W.R. Grace & Co., and its debtor-affiliates
can assume, assume and assign, or reject any unexpired non-
residential property leases, through and including the effective
date of the Debtors' eventual, confirmed reorganization plan.

Headquartered in Columbia, Maryland, W.R. Grace & Co., --
http://www.grace.com/-- supplies catalysts and silica products,  
especially construction chemicals and building materials, and
container products globally.  The Debtors filed for chapter 11
protection on April 2, 2001 (Bankr. Del. Case No: 01-01139).  
James H.M. Sprayregen, Esq., at Kirkland & Ellis and Laura Davis
Jones, Esq., at Pachulski, Stang, Ziehl et al. represent the
Debtors in their restructuring efforts. (W.R. Grace Bankruptcy
News, Issue No. 72; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WESTPOINT STEVENS: Wants to Settle Securities Litigation
--------------------------------------------------------
On October 5, 2001, two actions were filed in the United States
District Court for the Northern District of Georgia, Atlanta
Division, as class actions on behalf of persons who purchased
common stock of WestPoint Stevens, Inc., during the period from
February 2, 1999, through October 10, 2000:

   (1) Geller v. WestPoint Stevens, Inc., et al.,
       Civil Action No. 1:01-CV-2673; and

   (2) Frankel v. WestPoint Stevens, Inc., et al.,
       Civil Action No. 1:01-CV-2840,

The District Court consolidated the two actions -- In re WestPoint
Stevens, Inc., Securities Litigation, Civil Action No.
1:01-CV-2673-CC.

On January 25, 2002, Albert L. Johnson was appointed lead
plaintiff and his choice of lead counsel was approved by the
District Court.  The operative complaint in the Securities
Litigation is the Consolidated Complaint for Violation of the
Securities Exchange Act of 1934, filed on March 29, 2002, against:

   -- Holcombe T. Green, Jr.,
   -- Morgan M. Schuessler,
   -- William F. Crumley,
   -- Thomas J. Ward,
   -- Dale C. Williams,  
   -- Charles W. McCall, and
   -- WestPoint Stevens, Inc.

The Named Officers and Directors are covered under WestPoint's
Executive and Organizational Liability Insurance Policy.  

Pursuant to the D&O Policy and certain indemnification agreements,
WestPoint is required to defend the Named Officers and Directors.  
Any amounts arising from a judgment against the Defendants or an
agreement settling the Securities Litigation will be covered by
proceeds from the D&O Policy.

Before the Petition Date, WestPoint was actively involved in the
defense of the Securities Litigation, both as a Defendant and in
light of its obligations to the Named Officer and Directors.  The
Debtors continued to defend WestPoint and the Named Officers and
Directors in the Securities Litigation following the commencement
of the Chapter 11 cases.

Faced with the prospect of further protracted and expensive
litigation, the outcome of which is uncertain, the parties
resolved to settle the Securities Litigation by entering into a
Settlement Agreement, dated August 25, 2004.  The parties also
entered into a Supplemental Agreement Regarding Requests For
Exclusion, which sets forth procedures for class members to opt
out of the Settlement Agreement.

The Debtors ask the Court to approve the settlement of the
Securities Litigation and related Securities Claims.

                          The Settlement

Pursuant to the Settlement Agreement, the Defendants will fund
$4,250,000 to a settlement fund, which will be distributed at the
direction of Gilardi & Co., LLC, the claims administrator agreed
upon by the parties.  The Settlement Fund will be funded entirely
by proceeds from the D&O Policy.

The salient terms of the Settlement Agreement are:

   * The Settlement Fund will be used to:

     (a) pay costs and expenses incurred in connection with
         providing notice of the settlement to the Settlement
         Class, locating class members, soliciting claims,
         assisting with the filing of claims, administering and
         distributing the Settlement Fund, processing proofs of
         claim and releases, and paying escrow costs, if any;

     (b) pay the Taxes and Tax Expenses;

     (c) pay to the attorney's fees, expenses, and costs, with
         interest, of all counsel who have appeared for any and
         all plaintiffs in the litigation, to the extent
         allowed by the District Court;

     (d) reimburse the time and expenses incurred by the Lead
         Plaintiff and all the plaintiffs that have appeared in
         the Litigation as provided by applicable law, if and to
         the extent allowed by the District Court; and

     (e) distribute the balance of the Settlement Fund to any and
         all Settlement Class Members whose claim for recovery
         has been allowed by the Settlement Agreement, the Plan
         of Allocation, or the District Court;

   * Parties alleging to be Authorized Claimants must file both a
     proof of class action claim and a release with the Claims
     Administrator within a certain time period.  The Claims
     Administrator will oversee the process of claims
     reconciliation and direct distributions to Authorized
     Claimants;

   * On the Effective Date, all claims related to the Securities
     Litigation will be finally and fully compromised, settled
     and released, and the Securities Litigation will be
     dismissed with prejudice as to all Settling Parties;

   * On the Effective Date, the Settling Parties will exchange
     mutual releases; and

   * The Settlement Agreement is contingent upon obtaining
     Bankruptcy Court approval.  Pending approval, any settlement
     amounts will be escrowed.

John J. Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that the Securities Litigation has been pending for
three years at great expense to both WestPoint and the class
action plaintiffs.  The Settlement Agreement will provide for the
complete release of WestPoint and the Named Officers and Directors
by the Settlement Class for any Securities Claims, known or
unknown.  Because the Settlement Fund is completely covered by the
Debtors' D&O Policy, the Debtors' estates will bear no monetary
burden attendant to the Settlement.

Pursuant to Rule 23 of the Federal Rules of Civil Procedure, the
settlements of class action suits with certified classes must be
approved by the presiding court.  Mr. Rapisardi informs Judge
Drain that the District Court has preliminarily approved the
Settlement Agreement on September 7, 2004.  The September 7 Order,
among other things:

    (i) certifies a settlement class of all persons who
        purchased common stock on and between February 10, 1999,
        and October 10, 2000, but excluding certain parties
        related to the Defendants and other class members who
        request exclusion from the settling class in accordance
        with the Exclusion Agreement; and

   (ii) preliminarily approves the Settlement Agreement and sets
        a settlement hearing for November 16, 2004, at 4:00 p.m.
        in the District Court for consideration of final approval
        of the Settlement Agreement and its related documents.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is the #1 US maker of bed  
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.  
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532). John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 31; Bankruptcy Creditors' Service, Inc.,
215/945-7000)  


WORLDCOM: Balks at Paying $20 Mil. to Creditors' Professionals
--------------------------------------------------------------
Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that after the effective date of the chapter 11 plan
of Worldcom, Inc., and its debtor-affiliates, six Applicants seek
allowance and payment of $20,087,768 in administrative claims of
16 professionals:

    Applicant                Professional             Compensation
    ---------                ------------             ------------
    MatlinPatterson Global   * Stroock & Stroock
    Opportunities Partners,    & Lavan, LLP             $2,964,281
    L.P., et al.

    Ad Hoc Committee of      * Kasowitz, Benson,
    MCIC Senior Noteholders    Torres & Friedman, LLP    5,234,861

                             * Kroll Zolfo Cooper

    Ad Hoc Committee of      * Kramer Levin Naftalis
    Dissenting Bondholders     & Frankel, LLP            6,969,278

                             * Winston & Strawn

                             * BDO Seidman

                             * Chicago Partners

                             * Roman L. Weil
                               Associates Inc.

                             * Art Siegel

                             * Software Dynamics,
                               Ltd. -- Charles Profit

    Och-Ziff Management,     * Fried, Frank, Harris,       988,279
    LLC, and OZF Management,   Shriver & Jacobson, LLP
    L.P
                             * Boies, Schiller &
                               Flexner, LLP;

                             * Saybrook Capital, LLC

    Ad Hoc Committee of      * Milbank, Tweed, Hadley    2,328,298
    WorldCom Noteholders       & McCloy, LLP

                             * Ernst & Young Corporate
                               Finance, LLC

    Ad Hoc Committee of      * Paul, Weiss, Rifkind,     1,602,772
    Intermedia Noteholders     Wharton & Garrison LLP

The Applicants contend that they made substantial contributions
and vigorously participated in the successful reorganization of
the Debtors' Chapter 11 cases.  The Applicants asserted that their
efforts in the Debtors' cases were designed to benefit the Debtors
and their estates as a whole, rather than their individual
interests.

Ms. Goldstein explains that a "substantial contribution" award is
only justified in rare and exceptional circumstances when
creditors go above and beyond mere participation.  Accordingly,
courts require a demonstration that:

    (a) services were provided not to further a creditor's own
        self-interests, but to benefit the estate as a whole;

    (b) an actual, concrete benefit to the estates resulted from
        the creditor's services; and

    (c) the services did not duplicate the efforts of others
        involved.

Ms. Goldstein argues that the Applicants participated in the
Chapter 11 cases with the aim of advancing their interests solely
as individual creditors.  The Applicants performed services that
did not substantially enhance the value of the Reorganized
Debtors' estates.  The services performed by the Applicants'
professionals were duplicative of the work that was performed by
the Reorganized Debtors and their professionals.

Corporate Monitor Richard Breeden, who reviews and approves
professional fees expended by MCI, has not approved the fees and
expenses of any of the Applicants.  Therefore, the fee
applications should be denied.

The Applicants do not meet the tests for substantial contribution
awards, Ms. Goldstein adds.  Moreover, the fees and expenses
incurred by certain members of the MCI Committee were not
necessary to the performance of their duties as members of the
Creditors' Committee, and therefore, are not reimbursable under
Section 503(B)(3)(F) of the Bankruptcy Code.

                    Creditors Committee Responds

According to Daniel H. Golden, Esq., at Akin Gump Strauss Hauer &
Feld, LLP, in New York, the Official Committee of Unsecured
Creditors of WorldCom, Inc., et al., possesses a unique vantage
point in assessing the roles, efforts and contributions of the
Applicants and their professionals.  Given this vantage point, the
Creditors Committee supports and endorses the Fee Applications of:

    (1) the MatlinPatterson Group,
    (2) the Ad Hoc Intermedia Noteholder Committee,
    (3) the Ad Hoc WorldCom Noteholder Committee, and
    (4) the Ad Hoc MCI Noteholder Committee.

The Creditors Committee believes that the Applicants played a
significant and decisive role in driving the Debtors'
reorganization efforts towards an expedited and successful
conclusion.  The fact that the Debtors' plan of reorganization was
confirmed within 15 months, given the sheer size and complexity of
the Debtors' cases, speaks to the efforts of these groups, Mr.
Golden emphasizes.  The major thrust of each of the groups was to
undertake the negotiation, formulation and confirmation of a plan
on an expedited basis while attempting to achieve the greatest
possible consensus.  The efforts were done in a pro-active yet
constructive manner, which facilitated the ultimate plan
negotiations.

The Creditors Committee neither objects nor supports the
Application of the Dissenting MCI Bondholders or Och-Ziff.

            U.S. Trustee Supports the Debtors' Objection

The United States Trustee for the Southern District of New York
joins and supports the Debtors' contention that the Applicants
provided insufficient grounds for an award of compensation.

Section 503(b) of the Bankruptcy Code provides that a creditor who
has made a substantial contribution in a Chapter 11 case will
receive an administrative expense claim equal to its reasonable
fees and necessary expenses, and reasonable fees and expenses of
its counsel and accountant.

Assistant U.S. Trustee Mary Elizabeth Tom maintains that allowance
of Section 503(b)(3)(D) and (4) expenses is inappropriate if the
applicant cannot demonstrate that its actions and the actions of
its counsel and accountants provided a direct, significant and
demonstrable benefit to the estate, which is not merely incidental
to the professionals' services to the applicant.  Extensive
participation alone is insufficient to justify an award.

Furthermore, services that duplicate those rendered by the Debtors
or other Court-appointed officers, absent proof that they are
unwilling or unable to act, are not compensable because they
entail an excessive and undue burden on the estate.

                   Debtors Supplement Opposition

Lori R. Fife, Esq., at Weil, Gotshal & Manges, LLP, in New York,
informs the Court that prior to the confirmation of the Debtors'
Plan, MCI, the Dissenting Bondholders, and HSBC Bank USA entered
into a stipulation with respect to the confirmation of the
Debtors' Plan.  After the Debtors filed their omnibus response to
the fee applications, the counsel for the Dissenting Bondholders
brought to the Debtors' attention this provision contained in the
Stipulation:

    Attorneys' Fees.  The Dissenting Bondholders expect to file an
    application to obtain reimbursement of the professional fees
    and disbursements incurred by them in connection with the case
    under Section 503(b) of the Bankruptcy Code.  The Debtors and
    HSBC agree not to object to the application to the extent the
    fees and disbursements sought are reasonable.

Ms. Fife points out that the Debtors have not determined the
reasonableness of the requested fees and expenses, but will engage
in a more detailed review of the Dissenting Bondholders'
Application.  Subject to consultation with Mr. Breeden, the
Debtors will advise the Dissenting Bondholders and the Court of
their position on the reasonableness of the claimed fees and
expenses.

Accordingly, the Debtors will modify their Omnibus Response to
apply solely to the fees and expenses requested by the Dissenting
Bondholders that are in excess of the amount that the Debtors
believe are reasonable.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (Worldcom
Bankruptcy News, Issue No. 63; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


* O'Melveny Enhances Diversity Initiatives With 2 New Appointments
------------------------------------------------------------------
O'Melveny & Myers LLP said Jacqueline Wilson, who until recently
was O'Melveny's Director of Attorney Recruiting & Development, has
been named the Firm's Director of Diversity. In addition, the Firm
announced that Senior Partner and former U.S. Secretary of State,
Warren Christopher will oversee the continued integration of
O'Melveny's diversity initiatives into the Firm's processes and
structures.

"At O'Melveny & Myers, we recognize that our collective diversity
is a strength and reflects the values of our Firm. Diversity is an
asset that promotes uncompromising excellence in our work;
diversity fosters distinctive leadership in the legal profession
and in the communities in which we practice; and diversity
cultivates superior citizenship in the rich and dynamic
environment that defines this Firm," said O'Melveny & Myers'
Chair, Arthur B. Culvahouse, Jr.

Following the creation of a Diversity Task Force in 2003,
O'Melveny & Myers undertook a firm-wide diversity assessment and
is implementing a Strategic Plan designed to improve the
recruitment, career development, promotion, and retention of
diverse attorneys and staff.

As Director of Diversity, Ms. Wilson will work closely with the
Firm's leadership and Talent Development team on recruiting,
training, mentoring, evaluations, and overall career development
for all O'Melveny & Myers' personnel. Ms. Wilson has been an
advocate for diversity in the legal profession for over 14 years -
- first as a law student, then as a practicing attorney, and most
recently as a legal personnel director and as a member of the
Board of Directors for the National Association for Law Placement
(NALP). For the last two years, Ms. Wilson has been a member of
O'Melveny & Myers' Diversity Task Force, working to advance the
Firm's commitment to diversity.

Secretary Christopher, the Firm's Senior Partner and a guiding
force and voice at O'Melveny & Myers for many years, will ensure
that the Firm's efforts to integrate diversity into the fabric of
the Firm are achieved. He stated, "As a reflection of our values
and our commitment to being at the vanguard of the legal
profession, we have pledged to make diversity a fundamental
operating principle at O'Melveny & Myers. We firmly believe that
this commitment can be realized only through the continuous and
sustained integration of those priorities."

Culvahouse continued, "Jackie brings to her new role extensive
market knowledge and law school and community outreach
capabilities, as well as substantial expertise regarding our
Firm's structures and processes. Jackie's appointment, as well as
the guidance that Secretary Christopher will provide, further
demonstrates our commitment to enhancing diversity at O'Melveny &
Myers."

According to the Minority Law Journal (Summer 2004), O'Melveny &
Myers ranks 17th in attorney diversity among the National Law
Journal's Top 250 firms.

                          About the Firm

O'Melveny & Myers LLP is a values-driven law firm guided by the
principles of excellence, leadership and citizenship. With the
breadth, depth and foresight to serve clients competing in a
global economy, our attorneys devise innovative approaches to
resolve problems and achieve business goals. Established in 1885,
the firm maintains 14 offices around the world, with more than 900
attorneys. O'Melveny & Myers' capabilities span virtually every
area of legal practice, including Antitrust/Competition; Capital
Markets; Corporate Finance; Entertainment and Media; Global
Enforcement and Criminal Defense; Intellectual Property and
Technology; Labor and Employment; Litigation; Mergers and
Acquisitions; Private Equity; Project Development and Real Estate;
Restructuring and Insolvency; Securities; Tax; and Trade and
International Law.

To learn more about O'Melveny & Myers and its diversity
initiatives, visit http://www.omm.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 ***