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

           Thursday, August 19, 2004, Vol. 8, No. 175

                          Headlines

AINSWORTH LUMBER: Extended 6.75% Sr. Debt Offering Expires Today
AIR CANADA: 99% of Creditors Vote to Approve CCAA Plan
AIR CANADA: Objects to RBC's "Affected Senior Claim" Request
ALLIANT RESOURCES: Moody's Assigns B2 Senior Implied Rating
ALPINE III: Moody's Puts Low-B Ratings on Classes D & E Notes

ANSELL LIMITED: Moody's Reviewing Pacific Dunlop's Ba2 Rating
BALLY TOTAL: S&P Cuts Credit Rating to B & Initiates CreditWatch
BALLY TOTAL: Moody's Places Low-B & Junk Ratings Under Review
BEAR STEARNS: Fitch Cuts Class M-2 Rating to BB & Junks Class B
BOYDS COLLECTION: Michael Prager Replaces L. Colson as Sales VP

BRIAZZ: Creditors Have Until August 31 to File Proofs of Claim
BRIDGE TECHNOLOGY: Creditors' Committee Hires Albert Weiland
C2 MEDIA LLC: Deadline for Confirmation Objections is Tomorrow
CABLETEL COMMS: Plan Confirmation Hearing Slated for Sept. 9
CABLEVISION SYSTEMS: S&P's BB Rating Remains on Watch Negative

CANDESCENT TECH: Wants to Appoint Georgeson as Noticing Agent
CATHOLIC CHURCH: Two Tort Claims Want Stay Lifted for Discovery
CHAMPIONSHIP AUTO: Unable to Beat Extended Report-Filing Deadline
COLONIAL EXETER LLC: Voluntary Chapter 11 Case Summary
CROSSGEN ENTERTAINMENT: U.S. Trustee Names Creditors' Committee

DEVLIEG BULLARD: Wants to Hold Asset Auction on August 25, 2004
DII/KBR: AMC Refused to Extend Withholding Action on LOGCAP Pact
DII/KBR: Asks Court to Approve Platzer & Trinity Transaction
EL CALLAO: Gets Shareholders Nod to Become Crystallex Subsidiary
ENRON CORP: SEC Blesses $25 Mil. Replacement DIP Financing Pact

FEDERAL-MOGUL: Judge Lyons Approves Debtors' Disclosure Statement
FEDERAL-MOGUL: WI Says Plan Doesn't Meet Confirmation Requirements
FINOVA GROUP: Reports $10.6MM Half-Year Portfolio Expenses
FLEMING COMPANIES: Asks Court to Approve Wisvest Settlement Pact
FOSTER WHEELER: Updates Reg. Statement to Include 2nd Qtr. Results

FUJITA CORP: Files Plan & Disclosure Statement in California
GE CAPITAL: Moody's Downgrades Low-B Ratings for Two Classes
GS MORTGAGE: Fitch Affirms Low-B Ratings on Six Cert. Classes
GST TELECOM: Court Okays Settlement Pact with State of California
GERMANTOWN GROUP: List of 20 Largest Unsecured Creditors

GLOBAL EXEC.: Fitch Puts BB+ Rating on Class E Preferred Shares
HALLIBURTON: Obtains Final Judgment Against Smith International
HAYES LEMMERZ: Court Says No to Buy-Back Shareholder Counterclaims
HI-RISE RECYCLING: Brings-In Hahn Loeser as Bankruptcy Counsel
HOME INTERIORS: Low Sales Volume Prompts S&P's Negative Outlook

HORIZON NATURAL: WL Ross Group Bids $786 Million & Wins Auction
HORIZON NATURAL: Massey Energy Buys Selected Subsidiaries' Assets
HUMANITEES INC: Case Summary & 20 Largest Unsecured Creditors
IMPAC MEDICAL: Deloitte Resigns & Quarterly Financials are Delayed
INTEGRATED ELEC'L: S&P Cuts Bank Loan Rating to BB- & Debt to B

INTELSAT: Moody's Cuts Ratings Three Notches to Ba3 from Baa3
KEY ENERGY: S&P Keeps Single-B Credit Rating on CreditWatch
KMART CORP: Lays Off 250 Workers at Corporate Headquarters
LEHMAN BROTHERS: Fitch Affirms Seven Low-B Classes & Junks One
MID-STATE RACEWAY: U.S. Trustee Meets Creditors on September 20

MIRANT CORP: Examiner Sets Status Conference Dates & Procedures
MIRANT CORP: CARE Wants Automatic Stay Clarified for FERC Refund
MIRANT: Wants Open-Ended Time to Make Lease-Related Decisions
MIRAVANT MEDICAL: Gets Positive Clinical Results for SnET2
MOONEY AEROSPACE: Committee Taps Duane Morris as Local Counsel

NES RENTALS: Completes $300 Million 5-Year Senior Credit Facility
NEWTOWN TIRE: Case Summary & 20 Largest Unsecured Creditors
NORTEL NETWORKS: Will Broadcast Prelim. Half-Year Results Today
OMNI FACILITY: Wants Until Dec. 13 to Make Lease-Related Decisions
ONSITE TECHNOLOGY: List of 20 Largest Unsecured Creditors

PARKER DRILLING: Moody's Places B2 Rating on $150MM Senior Notes
PENTHOUSE INT'L: Bickering with Bell & Staton Over Preferred Stock
PHILIPS INT'L: Paying 9th Liquidation Distribution on August 27
POLO BUILDERS: U.S. Trustee Names 7-Member Creditors' Committee
PORTOLA PACKAGING: Extends Common Stock Offering to November 1

RBX IND.: Court Okays Magnifoam's Purchase of Groendyk for $4MM
REDI-FAB INC: Case Summary & 20 Largest Unsecured Creditors
REMOTE DYNAMICS: Qualifies to Continue Trading on Nasdaq SmallCap
RESIDENTIAL ASSET: Fitch Junks Class B Asset-Backed Certificates
SALOMON BROTHERS: Fitch Junks Class MF-3 Asset-Backed Certificates

SALTIRE INDUSTRIAL: Case Summary & Largest Unsecured Creditors
SHELTON CANADA: Names Lorraine Campbell as Chief Financial Officer
SIGHT RESOURCE: Kegler Brown to Represent Creditors' Committee
SINO-FOREST: Closes US$300 Million Senior Debt Offering
SMART HOME: S&P Assigns BB Rating to $8.783 Million B-1 Notes

SOLUTIA: CPFilms Wants to Enter Into New Canoga Park Lease
SPIEGEL: Microsoft Wins Redmond Property for $38 Million
TELTRONICS INC: June 30 Balance Sheet Upside-Down by $6.6 Million
THYSSENKRUPP BUDD: Reports $7.7 Million Net Loss for 3rd Quarter
TRICO MARINE: Auditors Express Going Concern Doubt

UAL CORP: Pilots Association Oppose Pension Contribution Deferrals
UNIFI INC: Moody's Junks $250 Mil. Notes & Senior Implied Rating
US AIRWAYS: Asks Court to Close Seven of Eight Chapter 11 Cases
WILSONS LEATHER: Second Quarter Net Loss Widens to $30.4 Million
WORLDCOM: Asks Court to Avoid Transfers Under Section 547(b)

* Pillsbury Winthrop Expands L.A. Firm with Four Senior Litigators

                          *********

AINSWORTH LUMBER: Extended 6.75% Sr. Debt Offering Expires Today
----------------------------------------------------------------
Ainsworth Lumber Co. Ltd. (TSX:ANS) extended the expiration date
for its exchange offer to 5:00 p.m., New York time, on August 19,
2004.  The offer was scheduled to expire earlier this week.

This is in connections with Ainsworth's previously commenced offer
to exchange the US$110 million aggregate principal amount of its
outstanding 6.750% Senior Notes due March 15, 2014, issued on May
19, 2004, for 6.750% Senior Notes due March 15, 2014 which have
been registered under the Securities Act of 1933.

Ainsworth is a leading Canadian forest products company with a 45-
year reputation for quality products and unsurpassed customer  
service. With operations in British Columbia and Alberta, it co-
manages more than 4.7 million hectares of productive timberlands  
that supply the majority of its fiber requirements.

                            *   *   *

                  Liquidity and Capital Resources

As reported in its Form 20-F for the fiscal year ended December  
31, 2003, filed with the Securities and Exchange Commission,  
Ainsworth Lumber Co. Ltd. reports:

"Our cash flow is subject to general economic, industry,  
financial, competitive, legislative, regulatory and other factors,  
including economic conditions in North America, that are beyond  
our control. Our business may not generate cash flow in an amount  
sufficient to fund our liquidity needs, which would severely  
curtail our ability to continue operations. If our cash and  
operating cash flow is insufficient to meet our operational  
expenses and debt service obligations we will have to consider  
several options available to us including, raising additional  
equity, sales of assets or seeking consent to incur additional  
indebtedness. These options may not be available to us at all or  
on satisfactory terms."


AIR CANADA: 99% of Creditors Vote to Approve CCAA Plan
------------------------------------------------------
Air Canada's creditors voted by an overwhelming margin to approve
its Plan of Arrangement pursuant to its restructuring under CCAA.

At a Creditors Meeting on August 17 in Montreal, the Resolution to
approve the Plan was accepted by 99.6 per cent in number of
Affected Unsecured Creditors representing 99.8 per cent, or $5.7
billion in value of the voting claims of creditors voting at the
meeting.

"The strong support for Air Canada's Restructuring Plan received
from creditors is appreciated," said Robert Milton, President and
CEO.  "This positive response from creditors represents by far the
most critical vote of confidence in the strength of our business
plan and the airline's prospects going forward. With the
creditors' overwhelming approval of the Plan, this crucial
milestone of our restructuring is now behind us and we look
forward to the Plan's approval by the court and the completion of
our restructuring at the end of September."

The Corporation plans to emerge from CCAA protection on
September 30, 2004 following a court sanction hearing scheduled
for August 23, 2004.

Headquartered in Saint-Laurent, Quebec Canada, Air Canada --
http://www.aircanada.ca/-- represents Canada's only major  
domestic and international network airline, providing scheduled
and charter air transportation for passengers and cargo.  The
Company filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and Section 304
petition with the U.S. Bankruptcy Court for the Southern District
of New York (Case No. 03-11971).  Matthew A. Feldman, Esq., and
Elizabeth Crispino, Esq., at Willkie Farr & Gallagher serve as the
Debtors' U.S. Counsel.  When the Debtors filed for protection from
its creditors, they listed C$7,816,000,000 in assets and
C$9,704,000,000 in liabilities.


AIR CANADA: Objects to RBC's "Affected Senior Claim" Request
------------------------------------------------------------
In September 1989, Canadian Airlines International, Ltd.,
arranged to buy a Boeing 767-300ER aircraft from Boeing.  To
finance the acquisition, CAIL borrowed funds from Royal Bank of
Canada pursuant to a Conditional Sale Agreement between RBC
Finance B.V. and 406215 Alberta, Ltd., dated September 29, 1989,
as further amended by agreements dated July 27, 1992, and
January 1, 2001.

Air Canada succeeded 406215 Alberta and CAIL's interest in and to
the Loan.  On the Petition Date, air Canada defaulted in its
obligations under the CSA Facility.

Pursuant to a Memorandum of Understanding dated December 23,
2003, Air Canada and RBC terminated the CSA Facility.  The MOU
acknowledged that RBC was entitled to submit a claim against Air
Canada in the CCAA proceedings for the funds Air Canada owed
under the CSA Facility.

Subsequent to the MOU, RBC submitted a claim for the principal
outstanding under the CSA Facility as of the Petition Date.  The
Monitor allowed the Claim for CN$34,856,734.

               Subordinated Claims Against Air Canada

Based on the materials filed by Air Canada and by Sumitomo Trust
and Banking Co., Ltd., and Tokyo Leasing Co., Ltd., with respect
to the Subordinated Perpetual Debt Motion in February 2004,
approximately CN$1,193,000,000 of Air Canada's debt outstanding
as of April 1, 2003 was made up of unsecured subordinated
perpetual debt issued pursuant to certain instruments.  Each of
the Perpetual Debt instruments contained a covenant whereby the
purchaser of the debt agreed to subordinate the payment of its
debt to the payment of "Senior Indebtedness."

The definition of "Senior Indebtedness" is virtually and
effectively identical in each Instrument, and is defined to mean
all Indebtedness, which is not expressly subordinated to or
ranking pari passu with the loan whether by operation of law or
otherwise, in the event of a winding-up, liquidation or
dissolution, whether voluntary or involuntary, whether by
operation of law or by reason of insolvency legislation.

RBC asserts that Air Canada's debt under the CSA Facility
constitutes Senior Indebtedness as defined in the Perpetual Debt
Instruments.

            Treatment of Sub-Debt & Senior Indebtedness

Notwithstanding the subordination covenant in the Perpetual Debt
Instruments and the fact that the holders of Senior Indebtedness
are not being paid in full under the Applicants' Plan of
Compromise and Arrangement, the Plan contemplates that the
holders of Perpetual Debt Instruments will receive a
distribution.  The Plan implements an arrangement arrived at
between the representatives of the Sub-Debt Holders and the
Senior Debt Holders, which was approved by the Ontario Superior
Court of Justice.

Under a memorandum setting out the terms of the arrangement, the
Sub-Debt Holders are entitled to 26% of the aggregate
distribution that would otherwise be made to them if they were
not subordinated to the Senior Indebtedness.  The other 74% would
be distributed on a pro rata basis to the Senior Debt Holders --
Uplift -- in additional to all other distributions that the
Senior Debt Holders would be entitled to as unsecured creditors.

While the CSA Facility was not among the instruments specifically
listed in the Terms Memorandum, RBC understands that it has an
opportunity to make a claim to receive the benefit of the Uplift
under the Plan given that its claims under the CSA Facility fell
under the definition of Senior Indebtedness.

RBC observes that the Plan circulated by the Applicants in July
2004 did not include its Claim in the Affected Senior Claims
list.  Hence, on July 8, 2004, Stephanie Donaher, Esq., at
McMillan Binch, LLP, asked Air Canada to confirm that RBC's Claim
was an Affected Senior Claim.  No response was received from Air
Canada.  On July 9, Dan McDonald, Esq., at McMillan Binch,
advised the CCAA Court about the issue.  Accordingly, the Court
advised RBC to confer with Air Canada and Ernst & Young, Inc.,
the Court-appointed Monitor, to pursue a resolution.  However,
Air Canada's counsel, Sean Dunphy, Esq., at Stikeman Elliot, LLP,
informed RBC on August 4 that the Applicants are not prepared to
amend the Affected Senior Claims list to add RBC's Claim.

John Cooper, a Senior Manager at RBC's Special Loans division,
contends that the exclusion of RBC's Claim from the Affected
Senior Claims list deprives RBC of the benefit of the Terms
Memorandum.  RBC is being treated differently from the other
Senior Debt Holders, who are similarly situated.  Moreover, RBC's
legal right to priority over the Sub-Debt Holders is being
confiscated without any value being given.

The Terms Memorandum also makes it clear that the holders of
Senior Indebtedness, to whom the benefit of the arrangement
between the Sub-Debt Holders and the holders of Senior
Indebtedness accrues, are not restricted to those creditors in
the Affected Senior Claims list.  What is paramount, according to
the Terms Memorandum, in defining who is entitled to the benefit
of the Arrangement is who are holders of Senior Indebtedness, as
defined in the Perpetual Debt Instruments.

For these reasons, RBC asks Mr. Justice Farley to declare that
its Claim is an Affected Senior Claim under the Plan.  RBC wants
the Claim included in the Affected Senior Claims list.

In the alternative, RBC asks the CCAA Court to refer the issue of
whether the Claim should be added to the Affected Senior Claims
list and treated as an Affected Senior Claim under the Plan to a
Claims Officer or other process for determination.

                         Air Canada Objects

Air Canada asserts that a conditional sales agreement does not
fit the definition of "Indebtedness."  It is not indebtedness for
borrowed money, as no money was advanced to Air Canada as a
result of the transaction.  The Agreement is, on its terms, a
sale agreement securing the unpaid purchase price of an asset.
No money was delivered to Air Canada under the Agreement as the
Agreement was for the purchase of an aircraft.  Therefore, Air
Canada asks the CCAA Court to dismiss RBC's request.


ALLIANT RESOURCES: Moody's Assigns B2 Senior Implied Rating
-----------------------------------------------------------
Moody's Investors Service assigned a B2 senior implied rating to
Alliant Resources Group, Inc.  Alliant Resources' senior secured
credit facility was rated B2 by Moody's on August 9, 2004.  The
outlook for these ratings is stable.

Moody's noted that the senior implied rating reflects:

   * Alliant Resources' position as the 14th largest domestic US
     insurance brokerage firm following its formation through a
     series of acquisitions beginning in 2000; and

   * its presence in several, unique customer niches, including
     Indian Nations, law firms and public entities.  

The rating also considers:

   * the company's historical profitability;

   * its healthy organic growth; as well as

   * its selective and controlled acquisition strategy.  

Moody's believes that support exists among carriers for mid-sized
brokerage firms, particularly in the small to middle market
account arena.

Offsetting these positive factors are:

   * the company's short operating history;

   * modest scale and relatively less established franchise;

   * very high financial leverage and weak interest; and

   * cash flow metrics relative to total debt.

The rating agency also noted that the company's financial
flexibility will remain constrained over the near to medium term
by its restrictive bank covenants and scheduled cash earn out
payments, which are likely to arise from its recent acquisitions.  

Given its limited operating history, Moody's believes that
retention of key talent (both managerial level and producers) at
key entities may also be a challenge following the completion of
the potential earn out payments.  

Currently, Alliant Resources gives its acquired companies a
significant amount of operating autonomy, which reflects its
current strategy.  However, difficulties with this strategy may
arise over the medium to long term as the company completes
further acquisitions and the need for integration of people,
processes and systems increases.

The rating outlook is stable and reflects Moody's expectations for
stronger operating earnings, higher levels of fixed charge
coverage, and lower financial leverage.  Specifically, the rating
agency expects EBIT margins in the low to mid-twenties, and debt
to EBITDA to moderate to approximately three times over the near
term.  Moody's also expects interest coverage, which was 4.3 times
in 2003 and 3.2 times in 2002 to be at least in the one to two
times range.  Also contemplated in the current rating is that the
company will generate organic growth in the mid to low single
digit range and continue its disciplined acquisition strategy.

Alliant Resources Group, headquartered in Stamford, Connecticut,
is the 14th largest insurance broker in the United States and
distributes property and casualty insurance, employee health and
welfare and asset management products to small and mid-sized
businesses.  In 2003, the company reported $158 million in
revenues and $15 million in net income.  Shareholders' equity at
December 31, 2003 was $74 million.


ALPINE III: Moody's Puts Low-B Ratings on Classes D & E Notes
-------------------------------------------------------------
Moody's Investors Service assigned these ratings to five classes
of notes issued by Alpine III and brought to market by UBS
Investment Bank, a subsidiary of UBS AG:

   -- Aaa to $60,000,000 Class A Floating Rate Notes due 16 August
      2014;

   -- Aa2 to $17,025,000 Class B Floating Rate Notes due 16 August
      2014;

   -- Baa2 to $9,000,000 Class C Floating Rate Notes due 16 August       
      2014;

   -- Ba1 to $8,025,000 Class D Floating Rate Notes due 16 August
      2014; and

   -- Ba1 to $3,000,000 Class E Floating Rate Notes due 16 August       
      2014.

This transaction is a synthetic securitization designed to pass
through to the Issuer a portion of UBS's credit exposure to U.S.
municipal and other tax-exempt counterparties under a specified
portfolio of ISDA Master Agreements documenting swap, option, and
other derivative transactions.  The Reference Entities include
various U.S. state and local government units, acting either
directly or through a special authority (such as power or
transportation authorities), as well as various organizations that
enjoy tax-exempt status under Section 501(c) of the Internal
Revenue Code (such as schools, colleges, and hospital
foundations).

UBS will have the right to change the Covered Master Agreements
included in the Reference Pool from time to time, as long as the
resulting Reference Pool satisfies the credit quality and
diversity requirements specified by the Reference Pool Guidelines.

Alpine III is the first synthetic CDO that solely references
municipal issuers.  As a result, Moody's used a modified version
of the rating approach typically used for synthetic CDOs
referencing corporate names or asset-backed securities.  For
example, for a given rating level, the default probability
associated with corporate reference entities was decreased by half
to reflect the low default frequency observed for municipal
securities with a similar Moody's rating.

In addition, Moody's Diversity Score calculation considered
correlations among municipal bonds based on the obligor's
geographical location, type of underlying security (e.g., general
obligation pledge or specific collateral), and industry-related
sectors (e.g., Not-For-Profit Healthcare).  Recovery rates were
estimated based on historical observation and issuer type, and
were reduced to reflect the short time period for settlement
following a credit event.

In addition to the credit risk posed by the Reference Pool,
Moody's ratings also reflect the Moody's rating of UBS AG, London
Branch, as counterparty to the Credit Swap and the Repurchase
Agreeemnt with the Issuer, and other relevant agreements.  Moody's
review of the legal documentation underlying this transaction
included a review of the Credit Swap documents and the types of
Credit Events specified therein, as well as the mechanisms for
determining the severity of related losses.


ANSELL LIMITED: Moody's Reviewing Pacific Dunlop's Ba2 Rating
-------------------------------------------------------------
Moody's Investors Service has placed the long-term ratings of
Ansell Limited and its supported subsidiaries on review for
possible upgrade.  The review is driven by the sustained
improvements evident in Ansell's operating profile, with sound
diversity in operating and market risk, coupled with its continued
conservative financial approach and as demonstrated in its
improving credit metrics.  The review will focus on developing
dynamics in certain key end markets, specifically the US surgical
gloves and European consumer products, and the potential impact on
the company's ability to maintain its overall operating margin.  
In addition, Moody's will review Ansell's prospective financial
policies and ongoing capital management plans particularly as they
impact upon gearing levels and liquidity. Moody's noted the review
does not cover Ansell's short term-ratings, which are affirmed at
Not Prime.

The ratings on review for possible upgrade are:

   * Ansell Limited - senior unsecured rating of Ba2; subordinated
     debt rating of Ba3; and issuer rating of Ba2

   * Pacific Dunlop USA, Inc. (backed) - senior unsecured rating
     of Ba2

   * Pacific Dunlop Holdings Inc. (backed) - senior unsecured
     rating of Ba2

The ratings affirmed are:

   * Ansell Limited - short-term rating of Not Prime

   * Pacific Dunlop Holdings Inc. (backed) - short-term rating of
     Not Prime

The rating reflects:

   [1] Solid brand awareness and long-term relationships with
       customers, which underpin revenues and operating margins;

   [2] Ability to meet the evolving needs of customers with the
       introduction of new products; and

   [3] Management's commitment to sustaining a healthy financial
       profile.

Moody's notes the rating also considers the:

   [1] Fragmented and commoditised nature of certain of Ansell's
       markets and which restricts the company's pricing power and
       ability to grow revenue;

   [2] Its lack of business size and diversity; and

   [3] Exposure to currency (primarily Euro) and commodity (latex)
       price risk.

Ansell has significant short-term debt maturities with roughly
A$190 million falling due before June 2005.  Its existing
committed facilities, in combination with cash on hand and ongoing
free cash generation, should be more than sufficient to cover
these maturities.

Ansell Limited, based in Melbourne, Australia, is a global
provider of protective coverings, primarily gloves.


BALLY TOTAL: S&P Cuts Credit Rating to B & Initiates CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Bally
Total Fitness Holding, Corp., including its corporate credit
rating to 'B' from 'B+', and placed them on CreditWatch with
negative implications based on increasing debt leverage and delays
in releasing of the second quarter financial results.

The Chicago, Illinois-based fitness club operator's total debt
outstanding at March 31, 2004, was $731.8 million.

"The rating action reflects Bally's rising debt leverage and the
expectation that the company is not likely to de-lever in the near
term," said Standard & Poor's credit analyst Andy Liu.  Although
the company's new membership enrollment trend is encouraging, with
three consecutive quarters of year-over-year increases, these
higher enrollments have not yet translated into higher EBITDA.  
"Over the medium term, Bally's debt leverage could gradually
decrease if the positive membership enrollment trend is sustained,
membership duration remains steady, and new members improve
earnings mix."

The CreditWatch listing is based on Bally delaying the release of
its financial results for the second quarter ended June 30, 2004,
and postponing the filing of its Form 10-Q quarterly report with
the Securities Exchange Commission.  The company has obtained the
consent of its revolving credit lenders allowing it until
September 30, 2004, to file its Form 10-Q.  Under the bond
indentures, bondholders could send bond trustees a notice of
default, which would provide a 30-day cure period to resolve the
issue.  The filing delay is being caused by the examination of
certain accounting issues that could lead to further restatement
of prior period financial statements.

The resolution of CreditWatch would depend on Bally releasing its
second quarter financial results and filing its Form 10-Q with the
SEC prior to September 30, 2004, and the nature of any restatement
or other unexpected items.  Ratings could be lowered further if
bondholders send a notice of default to bond trustees.


BALLY TOTAL: Moody's Places Low-B & Junk Ratings Under Review
-------------------------------------------------------------
Moody's has placed the ratings of Bally Total Fitness Holding
Corporation on review for possible downgrade to reflect concerns
related to Bally's announcement that is postponing the filing of
its Form 10-Q quarterly report for the second quarter ended June
30, 2004 with the Securities and Exchange Commission.  Moody's is
concerned that the accounting issues that need to be addressed may
not be resolved in time to prevent an event of default.

Moody's has placed the following ratings on review for possible
downgrade:

    -- $100 million senior secured revolving credit facility,
       due 2008, rated B1;

    -- $235 million 10.5% senior unsecured notes,
       due 2011, rated B2;

    -- $300 million 9.875% senior subordinated notes,
       due 2007, rated Caa1;

    -- Senior Implied, rated B2;

    -- Senior Unsecured Issuer, rated B3.

In connection with its announcement that is postponing the filing
of its second quarter Form 10-Q, Bally indicated that it is
working with its independent auditors under the oversight of its
audit committee to resolve certain accounting issues before filing
further financial statements. While the current postponement is
not an event of default, Moody's is concerned that these issues
may not be resolved on a timely basis. The failure by Bally to
file its Form 10-Q for the second quarter on a timely basis would
constitute an event of default under its senior unsecured and
senior subordinated note indentures if notice is given by the
indenture trustee and a thirty day cure period expires. Bally has
announced that it has obtained the consent of its revolving credit
lenders allowing until September 30, 2004, subject to certain
conditions, to file its Form 10-Q for the second quarter, without
the delayed delivery constituting a default under its revolving
credit facility.

Moody's review will focus on the accounting issues that triggered
the delay in the expected filing of the company's second quarter
Form 10-Q, whether an event of default is triggered under Bally's
credit agreement or indentures and expected recovery values in the
event of such default.  The senior secured revolving credit
facility and senior unsecured notes are expected to have
relatively high recovery values in the event of a default due to
Bally's expected enterprise value and the value of its real estate
and receivables. As of March 31, 2004, the company's short term
and long term net installment receivables totaled $729 million on
a gross basis. Although $250 million of these receivables have
been pledged as part of a securitization program, the remainder
would be available to senior secured creditors. Additionally, the
net reported book value of property and equipment as of March 31,
2004 was $618 million.  Expected recovery rates for the senior
subordinated notes in the event of a default are more uncertain
and are affected by the contractual subordination of these notes
and their lack of guarantees.

Headquartered in Chicago, Illinois, Bally's is the largest
commercial operator of fitness centers in North America. Revenue
for the year ended December 31, 2003 was approximately $953
million.


BEAR STEARNS: Fitch Cuts Class M-2 Rating to BB & Junks Class B
---------------------------------------------------------------
Fitch Ratings has taken action on these Bear Stearns issues:

   Bear Stearns Home Loan Owner Trust Series 2001-A:

      -- Classes A-I-3, A-I-4, A-II, A-III are affirmed at 'AAA';
      -- Class M-1 is affirmed at 'A';
      -- Class M-2 is downgraded to 'BB-' from 'BB'.

   Bear Stearns Global Issuance Series 2001-A:

      -- Class B is downgraded to 'C' from 'CCC'.

The trust is collateralized by high loan-to-value subordinate lien
loans originated by Conseco Finance Corporation.  The loans are
serviced by Conseco Finance Corporation.  EMC Mortgage
Corporation, rated 'RPS1' by Fitch Ratings, is the backup
servicer.

The class A notes are guaranteed timely payment of interest and
ultimate principal by a financial guaranty insurance policy issued
by Ambac Assurance Corporation.  The notes' 'AAA' rating is based
on Fitch's affirmation of Ambac's insurer financial strength --
IFS -- rating at 'AAA'.

The downgrade of the Bear Stearns Home Loan Owner Trust class M-2
reflects the depletion of overcollateralization and a reduction in
the amount of excess spread due to poor loan performance.

The Bear Stearns Global Issuance transaction is a resecuritzation
of the class B certificate from Bear Stearns Home Loan Owner
Trust, series 2001-A (the underlying trust).  The underlying trust
is collateralized by high loan-to-value subordinate lien loans
originated by Conseco Finance Corporation.  The loans in the
underlying trust are serviced by Conseco Finance Corporation.  EMC
Mortgage Corporation, rated 'RPS1' by Fitch Ratings, is the backup
servicer.

The downgrade of the class B reflects a reduction of the principal
balance of the certificate from the underlying trust due to poor
loan performance.


BOYDS COLLECTION: Michael Prager Replaces L. Colson as Sales VP
---------------------------------------------------------------
The Boyds Collection, Ltd. (NYSE:FOB) appointed Michael A. Prager
as Vice President of Sales. A highly experienced sales executive,
Mr. Prager's nearly 20-year career has been spent at industry-
leading consumer products companies, including Procter & Gamble,
Johnson & Johnson and The Timberland Company. Mr. Prager, who will
join the Company at the end of the month, replaces Linda Colson,
who is retiring.

Jan L. Murley, Chief Executive Officer, said, "We are delighted to
welcome Mike Prager to Boyds. His expertise and track record in
significantly growing the sales of consumer brands across multiple
sales channels and increasing sales profitability, through
instituting operational efficiencies, will be invaluable to our
Company in our efforts to improve performance in our wholesale
business. We look forward to Mike's leadership as Boyds focuses on
enhancing our sales productivity among our traditional retail
network and capitalizing on the appeal of our more giftable
products, by introducing them to a wider range of consumers in
higher traffic retail channels."

"We would also like to thank Linda Colson for all of her
contributions to Boyds, and wish her a wonderful retirement."

Mr. Prager joins Boyds from The Timberland Company, where he
served as VP of U.S. Sales, with responsibility for the Company's
$600 million U.S. footwear business, its largest division. He
joined Timberland in 2001, after having spent six years at Johnson
& Johnson, Inc. in positions of increasing seniority, including
Executive Director of its Consumer Companies, representing $4
billion in sales of leading consumer brands, including Tylenol,
Band-Aid, and J&J Baby Products, among others. Mr. Prager spent
the first decade of his career at The Procter & Gamble Company,
where he served in executive sales roles in its Health and Beauty
Care products business, which included, among many others, the
Crest, Scope, and Pantene brands.

The Boyds Collection, Ltd. is a leading designer and manufacturer  
of unique, whimsical and "Folksy With Attitude(SM)" gifts and  
collectibles, known for their high quality and affordable pricing.  
The Company sells its products through a large network of  
retailers, as well as at Boyds Bear Country(TM) in Gettysburg,  
Pennsylvania -- http://www.boydsbearcountry.com/-- "the world's   
most humongous teddy bear store." Founded in 1979, the Company was  
acquired by Kohlberg Kravis Roberts & Co. (KKR) in 1998 and is  
traded on the NYSE under the symbol FOB. Information about Boyds  
can be found at http://www.boydsstuff.com/  

                        *   *   *

As reported in the Troubled Company Reporter's May 12, 2004  
edition, Moody's Investors Service lowers the senior ratings of  
The Boyds Collection Ltd., concluding the review for possible  
downgrade initiated on December 22, 2003. The outlook is
negative.   

      Affected ratings are:   
  
          --Senior Implied Rating to B1 from Ba3;   
  
          --$40M senior secured revolving credit facility due
            2005 to B1 from Ba3;   
  
          --$28M senior secured term loan facility due 2005  
            to B1 from Ba3;   
  
          --$34.4M 9.0% senior subordinated notes due 2008  
            to B3 from B2;   
  
          --Unsecured Issuer Rating to B2 from B1   
  
The downgrade reflects the material reduction in Boyds' capacity   
to repay debt due to the continuous decline in its wholesale   
business, the projected step-up in funding requirements for the   
decision to start a major expansion in retail, and the potential   
liquidity pressures arising from the scheduled April 2005
maturity of bank credit facilities. While new senior management
has made several moves to stop the unabated decline of the
wholesale business, Moody's assumes no evidence of a reduced
operating cost structure, the development and introduction of new
products until the second half of 2004. Moody's supposes that
current operating challenges and growing financial leverage may
limit Boyds' decision to expand its retail operations over the
next several years.


BRIAZZ: Creditors Have Until August 31 to File Proofs of Claim
--------------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Washington set 4:30 p.m. on August 31, 2004, as the deadline for
all creditors owed money on account of claims against by Briazz,
Inc., arising prior to June 7, 2004, to file their proofs of
claim.  

Creditors who file their claims before August 24, 2004, must send
their written proof of claim forms to:

      Clerk of the Bankruptcy Court
      United States Bankruptcy Court, Seattle Division
      315 Park Place Building
      1200 Sixth Avenue
      Seattle, Washington 98101

If creditors file after August 24, 2004, they should send their
proofs of claim in this address:

      Clerk of the Bankruptcy Court
      United States Bankruptcy Court, Seattle Division
      700 Stewart Street, Room 6301
      Seattle, Washington 98101-1271

Creditors who failed to file their proofs of claim on or before
the Bar Date will be forever barred from asserting their claims.

Headquartered in Seattle, Washington, Briazz Inc. --
http://www.briazz.com/-- serves fresh, high-quality lunch and  
breakfast foods and between-meal snacks from company owned cafes
in urban markets.  The Company filed for chapter 11 protection on
June 7, 2004 (Bankr. Wash. Case No. 04-17701).  Cynthia A. Kuno,
Esq., and J. Todd Tracy, Esq., and Crocker Kuno Ostrovsky LLC
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$5,400,000 in total assets and $12,200,000 in total debts.


BRIDGE TECHNOLOGY: Creditors' Committee Hires Albert Weiland
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Santa Ana Division, gave its nod of approval to the Official
Unsecured Creditors Committee in Bridge Technology, Inc.'s chapter
11 case to employ Albert Weiland & Golden, LLP, as its counsel.

Alber Weiland will:

    a) give the Committee advice concerning the rights and
       remedies of the creditors and of the Committee with
       regards to the operation of the Debtor's business;

    b) represent the Committee in any proceeding or hearing,
       including, without limitation, lien avoidance, preference
       avoidance, and fraudulent conveyance litigation, in the
       Bankruptcy Court, and in any action where the rights of
       the estate or creditors may be litigated or affected;

    c) assist the Committee in reviewing the pending sale of
       assets and any plans of reorganization filed by the
       Debtor and to assist the Committee in its analysis of any
       plans; and

    d) represent the Committee at hearings in connection with
       the disclosure statements and plan confirmation.

Theodor C. Albert, Esq., reports that the firm will bill the
estate at a discounted rate of 10% from its customary hourly
rates.  Mr. Albert does not disclose the firm professionals'
billing rates.

To the best of the Committee's knowledge, Albert Weiland is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Garden Grove, California, Bridge Technology Inc.
-- http://www.bridgeus.com/-- develops, markets, and sells  
computer peripherals and computer system enhancement products. The
Company filed for chapter 11 protection on June 21, 2004 (Bankr.
C.D. Calif. Case No. 04-13988).  Herbert N. Niermann, Esq., in
Irvine, Calif., represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $19,498,905 in total assets and $13,067,848
in total debts.


C2 MEDIA LLC: Deadline for Confirmation Objections is Tomorrow
--------------------------------------------------------------
Objections to confirmation of the Second Amended Chapter 11 Plan
of C2 Media, LLC, and its debtor-affiliates must be filed with the
Bankruptcy Clerk for the U.S. Bankruptcy Court for the Southern
District of New York, by 5:00 p.m. tomorrow, August 20, 2004, and
copies must be served on:

   (1) Counsel for the Debtors
       Vedder, Price, Kaufman & Kammolz, PC
       805 Third Avenue
       New York, New York 10022
       Attn: Jon Yard Arnason, Esq.
             
   (2) United States Trustee
       Office of the United States Trustee
       33 Whitehall Street, 21st Floor
       New York, New York 10022
       Attn: Tracy Hope Davis, Esq.
             Assistant U.S. Trustee

   (3) Counsel for J.P. Morgan Chase
       Clifford Chance US, LLP
       31 West 52nd Street
       New York, New York 10019
       Attn: Scott D. Talmadge, Esq.

   (4) Counsel for Syntek Capital
       Hughs & Luce, LLP
       111 Congress Avenue, Suite 900
       Austin, Texas 78701
       Attn: Bryan Whittman, Esq.

   (5) Counsel for David Manning and Amnon Bar-Tur
       Sonnenschein, Nath and Rosenthal, LLP
       1221 Avenue of the Americas
       New York, New York 10020-1089
       Attn: Carol Neville, Esq.

   (6) Counsel for the Official Committee of Unsecured Creditors
       Drinker, Biddle & Reath, LLP
       500 Campus Drive
       Florham Park, New Jersey 07932-1047
       Attn: Robert K. Malone, Esq.

Creditors' voting on the Debtor's Plan concluded on August 13.

C2 Media -- http://www.c2media.com/-- supplies professional media   
graphics solutions.  The Debtor filed for chapter 11 protection  
on October 10, 2001 (Bankr. S.D.N.Y. Case No. 01-15256). At that  
time, C2 owed J.P. Morgan Chase $34 million under a pre-petition  
credit agreement.


CABLETEL COMMS: Plan Confirmation Hearing Slated for Sept. 9
------------------------------------------------------------
Cabletel Communications Corp. (Pink Sheets:CCMTF) reported that
a Court hearing regarding approval of the Company's reorganization
proposal is scheduled for September 9, 2004.

If obtained, the reorganization proposal will be binding upon all
creditors to whom it is made. Following consummation of the
proposal, the Company expects to continue as a surviving entity
with a small amount of cash. Management is considering various
alternatives for the use of the entity, including using the
corporate shell as a vehicle to acquire a new business. Such a
transaction could result in the issuance of such number of
additional shares as could dilute the ownership position of the
existing shareholders to a very small percentage shareholding in
the Company.

As previously disclosed, on June 9, 2004, the Company filed a
Notice of Intention to Make a Proposal to its creditors under the
Bankruptcy & Insolvency Act (Canada). Contemporaneously with that
filing, the Company applied to the court for the appointment of
PricewaterhouseCoopers Inc. as the Court Appointed Interim
Receiver of the Company for purposes of affecting the sale of its
manufacturing business.

On July 2, 2004, PricewaterhouseCoopers Inc., as the Court
Appointed Interim Receiver of the Company, sold the Company's
remaining manufacturing business and related assets to
subsidiaries of Dyanflex, Inc. for US $1.2 million, subject to a
working capital adjustment. The sale has resulted in the
disposition by the Company of its last remaining operating
business.

On July 9, 2004, the Company filed a reorganization proposal for
approval by the Company's unsecured creditors. Creditors at a
statutory meeting of creditors on July 30, 2004 approved that
proposal. The proposal provides for the Company to realize cash
from the liquidation of its remaining assets net of payment of
secured claims and other administrative costs and for the payment
of all proven claims of ordinary unsecured creditors of a pro rata
distribution of cash and common shares in the Company. The shares
of common stock to be issued to the creditors are expected to
represent approximately 30% of the outstanding common stock. Under
the terms of the proposal, the Company retains the option not to
issue shares to the creditors if the cost of any associated
regulatory compliance is deemed by management to be commercially
unreasonable.

                        About Cabletel

Cabletel Communications offers a wide variety of products to the
Canadian television and telecommunications industries required to
construct, build, maintain and upgrade systems. The Company's
engineering division offers technical advice and integration
support to customers. Stirling Connectors, Cabletel's
manufacturing division supplies national and international
clients with proprietary products for deployment in cable, DBS
and other wireless distribution systems. More information about
Cabletel can be found at http://www.cabletelgroup.com/


CABLEVISION SYSTEMS: S&P's BB Rating Remains on Watch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services' ratings for Cablevision
Systems Corp. (BB/Watch Neg/--) and its related entities remain on
CreditWatch with negative implications due to the uncertainty
regarding the company's ability to complete its planned spin-off
of its satellite broadcast business and a significant portion of
its programming businesses later this year.

"Failure to complete the spin-off in 2004 could materially weaken
the company's credit profile and could subject the rating to a
downgrade given the uncertainty regarding the incremental
financing requirements for the satellite broadcast business,
including the possibility that additional satellites could be
launched," said Standard & Poor's credit analyst Catherine
Cosentino.  "Moreover, Cablevision's overall business risk would
be somewhat weaker, as prospects for the satellite business remain
in doubt given the high degree of competition from DBS operators

The DIRECTV Group Inc. and EchoStar Communications Corp., which
collectively have more than 20 million subscribers.  Conversely,
if the spin-off of the satellite and programming businesses is
consummated under the current terms, ratings at Cablevision and
its related entities would be affirmed with a positive outlook."

Standard & Poor's had indicated that an affirmation would be
accompanied by an outlook of "developing"; however, expectations
of continued good operating cash flow generation, as demonstrated
in the first half of 2004, negates the negative portion of the
developing outlook.  When the spin-off is completed, the ratings
for Rainbow Media Holdings LLC, including the 'BB' corporate
credit rating and 'BB+' secured bank loan rating, will be
withdrawn.

The ratings reflect Cablevision System Corp.'s relatively high
ongoing level of consolidated debt to annualized EBITDA, which was
about 7.5x for the first half of 2004 (including preferred stock
and stock plan expense, adjusted for operating leases and
financial guarantees, and excluding nonrecurring broadcast rights
termination fees, a related liability reversal, and collateralized
indebtedness), or 7.4x excluding stock plan expense.  The company
also faces increasing competition from direct broadcast satellite.  
However, Cablevision continues to benefit from the attractive
demographics of its cable TV franchise area, which currently
serves about 2.9 million customers.  This base provides good
potential for expansion of digital and cable modem broadband
services, both of which are expected to continue to be
aggressively marketed.


CANDESCENT TECH: Wants to Appoint Georgeson as Noticing Agent
-------------------------------------------------------------
Candescent Technologies Corporation asks the U.S. Bankruptcy Court
for the Northern District of California, San Jose Division, for
permission to employ Georgeson Shareholder Communications, Inc.,
as their solicitation and noticing agent.

The Debtors relate that they will need Georgeson's assistance to
contact and solicit votes from holders of $358 million of publicly
held debt securities.  Georgeson has substantial experience in
providing solicitation and related distribution services.  

Georgeson will:

    a) assist and review drafted solicitation materials and
       other bankruptcy documents and motions;

    b) give the Debtor advice on ballot solicitation strategies;

    c) distribute and fulfill plan documents;

    d) solicit ballots from institutional bond holders; and

    e) assist in the distribution of bankruptcy pleadings,
       notices, and related documents, as requested.

Tony Vecchio reports that Georgeson's base fee is $8,500.

Headquartered in Los Gatos, California, Candescent Technologies
Corp. -- http://www.candescent.com/-- is a supplier of flat panel  
displays for notebook computers, communications and consumer
products.  The Company filed for chapter 11 protection on June 16,
2004 (Bankr. N.D. Calif. Case No. 04-53803).  Ramon Naguiat, Esq.,
at Pachulski, Stang, Ziehl, Young, Jones & Weintraub represents
the Debtors in their restructuring efforts.  When the Company
filed for protection from creditors, it debts and assets of over
$100 million each.


CATHOLIC CHURCH: Two Tort Claims Want Stay Lifted for Discovery
---------------------------------------------------------------
K.N. and G.M. assert tort claims against the Archdiocese of
Portland in Oregon for sexual abuse.  At the time of the Debtor's
Chapter 11 filing, K.N. and G.M. had an open civil action against
the Debtor as part of a Multnomah County Circuit Court case.  
K.N. and G.M. seek $10,800,000 in economic and non-economic
damages against the Debtor in the Action.

According to Erik K. Olson, Esq., at David Slader Trial Lawyers,
P.C., in Portland, Oregon, K.N. and G.M.'s state court civil
claims against the Debtor's co-defendants:

   * The Franciscan Friars of California, an Oregon corporation;

   * Franciscan Friars of Oregon, Inc.;

   * Franciscan Friars of California, Inc., a California
     corporation;

   * The State of Oregon Youth Authority and its predecessor
     entities, the Children's Services Division of the Department
     of Human Resources and the MacLaren School for Boys; and

   * three John Does

are not stayed by the Bankruptcy Code.  

However, the claims were stayed by operation of Rule 7.050 of the
Oregon Uniform Trial Court Rules, which acts to stay the entire
State Court Action "[u]pon notice that proceedings in an action
are subject to a federal bankruptcy stay. . . ."

Before the Petition Date, K.N. and G.M. sought to perpetuate
G.M.'s testimony due to his medical condition.  G.M. suffers from
a progressive terminal illness.  G.M.'s testimony is also
necessary to further his own case as well as the cases of other
victims of Fr. Remy Rudin, including K.N.  G.M. had reported his
abuse to several officials who took no action to protect him or
the other wards of the court who resided at the MacLaren School
for Boys, with and subsequent to, G.M.'s residence there.

G.M.'s medical records were obtained and distributed to the
Debtor's counsel and the other defendants in the state court
action.  Consequently, the parties in the state court action
stipulated to the discovery and perpetuation depositions of G.M.

The Debtor and other defendants agreed to produce documentary
discovery needed to prepare for and effectively conduct the
discovery and perpetuation depositions of G.M.  However, the
Debtor continued to delay the production of documents, which was
due on June 22, 2004, until after the Debtor filed for Chapter 11
protection.

By this motion, K.N. and G.M. ask the Court to modify the
automatic stay to permit:

   (a) the Debtor's production of Fr. Rudin's personnel and
       pertinent sub secreto files as previously requested in the
       state court action and needed before G.M.'s discovery
       and perpetuation depositions can be effectively taken;

   (b) the production of the State of Oregon's records, including
       activity logs documenting the transfer of residents into
       and out of the Benson Cottage disciplinary cells and the
       daily log of activity maintained by the MacLaren staff;
       and

   (c) discovery and perpetuation depositions of G.M. as
       stipulated to by the parties before the Petition Date.

Mr. Olson reminds Judge Perris that the Court has approved the
special appointment of attorneys -- Thomas Dulcich and Margaret
Hoffmann -- who are familiar with K.N.'s and G.M.'s claims so they
can assist in the resolution of the tort claims.  As Ms. Hoffmann
had agreed to produce at least some of the requested discovery,
and had, before the Petition Date, stipulated to the discovery and
perpetuation depositions requested, Mr. Olson asserts that
allowing K.N. and G.M. to pursue discovery should pose no hardship
to the Debtor.

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 debtor in its restructuring efforts.  In its
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. 4; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


CHAMPIONSHIP AUTO: Unable to Beat Extended Report-Filing Deadline
-----------------------------------------------------------------
Championship Auto Racing Teams, Inc. (Pink Sheets: CPNT) will be
unable to file its quarterly report for the three-month period
ending June 30, 2004 by August 16, 2004.

On March 30, 2004, the Company filed a Form 12b-25 with the SEC,
which grants an automatic fifteen-day extension to the Form 10-K
filing deadline in order to complete the audit of its financial
statements for the year ended December 31, 2003.

On April 14, 2004, the Company issued a press release which stated
that it was unable to complete its financial statements for the
year ended December 31, 2003 by March 30, 2004 due primarily to
the fact that its operating subsidiary CART, Inc. filed for
bankruptcy under the U. S. Bankruptcy Code in December 2003.

The sale of substantially all the assets of CART, Inc., and
certain other assets, was completed on February 13, 2004. The
Company and its accountants have been working diligently to
finalize the financial statements and the Form 10-K as quickly as
possible. Until the Form 10-K is filed, the Form 10-Qs for the
first and second quarters of 2004 cannot be completed. At this
time, the Company is unable to predict when it will be in a
position to file its Form 10-K and therefore the Form 10-Qs. It is
anticipated that the Form 10-Qs will be filed along with or
shortly after the Form 10-K.

              About Championship Auto Racing Teams, Inc.

Championship Auto Racing Teams, Inc. previously owned and operated
the Champ Car World Series. The Company has sold all of its
operating assets and is in the process of winding up its affairs.

                           *    *    *

On November 11, 2003, in response to a request by the management
of Championship Auto Racing Teams, Inc., that Deloitte & Touche
LLP, the Company's independent auditor, reissue its report on the
Company's financial statements included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2002, and in
connection with the filing by the Company of a proxy statement on
November 13, 2003, relating to the pending transaction with Open
Wheel Racing Series LLC, Deloitte & Touche informed management
that its report on the Company's financial statements as of
December 31, 2002 and 2001, and for each of the three years in the
period ended December 31, 2002 would include an explanatory
paragraph indicating that developments during the nine-month
period ended September 30, 2003 raise substantial doubt about the
Company's ability to continue as a going concern.


COLONIAL EXETER LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Colonial Exeter, LLC
        812 North 2nd Avenue
        Phoenix, Arizona 85003

Bankruptcy Case No.: 04-14545

Type of Business:

Chapter 11 Petition Date: August 17, 2004

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: Dennis J. Wortman, Esq.
                  Dennis J. Wortman, P.C.
                  2700 North Central Avenue #850
                  Phoenix, Arizona 85004
                  Tel: 602-257-0101
                  Fax: 602-776-4544

Total Assets: $10 Million to $50 Million

Total Debts: $10 Million to $50 Million

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


CROSSGEN ENTERTAINMENT: U.S. Trustee Names Creditors' Committee
---------------------------------------------------------------
The United States Trustee for Region 21 appointed four creditors
to serve on an Official Committee of Unsecured Creditors in
Crossgen Entertainment, Inc.'s Chapter 11 case:

      1. Mark Wolfson, Esq.,
         Foley & Lardner, LLP
         P.O. Box 3391
         Tampa, Florida 33601
         Phone: 813-225-4119
         Fax  : 813-221-4210

      2. Cheryl McDaniel
         Fortis Software
         1218 Court Street
         Clearwater, Florida 33756
         Phone: 727-449-2425
         Fax  : 727-443-6355

      3. Richard Klein
         Quebecor World, Inc.
         310 East Shore Road, Suite 302
         Great Neck, New York 11023
         Phone: 516-466-1200
         Fax  : 516-466-8940

      4. Fred Pierce
         Wizard Entertainment, Inc.
         151 Wells Avenue
         Congers, New York 10920
         Phone: 845-268-2000
         Fax  : 845-268-0684

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 Oldsmar, Florida, Crossgen Entertainment
-- http://www.crossgen.com/-- publishes comic books. The Company  
filed for chapter 11 protection on June 8, 2004 (Bankr. M.D. Fla.
Case No. 04-12478).  Noel R. Boeke, Esq., and Rod Anderson, Esq.,
at Holland & Knight, LLP, represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection, it
listed more than $1 million in estimated assets and more than $10
million in estimated debts.


DEVLIEG BULLARD: Wants to Hold Asset Auction on August 25, 2004
---------------------------------------------------------------
DeVlieg Bullard II, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware to approve uniform bidding procedures in
connection with the sale of its non-tooling assets.  

As reported in The Troubled Company Reporter on August 17, 2004,
Bourn & Koch, Inc., has offered $13,350,000 for DeVlieg's non-
tooling assets.  To encourage higher and better offers, the Debtor
proposes bidding procedures and asks the Court to schedule an
auction on August 25, 2004.

All of the Debtor's tangible and intangible assets in its multi-
spindle and original equipment manufacturing businesses are
included in the sale.

The Debtor will solicit qualifying bids from bidders who
demonstrate that they:

   a) possess the financial capabilities, business plan, and
      management structure to effect the acquisition of and
      operation of the Sale Assets as a going concern; and

   b) would agree to purchase substantially all of the Sale
      Assets for an overall value to the Debtor's estates that
      is greater than Bourn & Koch's offer.

The Debtor further submits that it is reasonable to allow the
Prepetition Secured Lenders to credit bid in the Auction.  The
Prepetition Lenders may bid the amount of their claim at a sale of
its collateral under Section 363(b) of the Bankruptcy Code.

For a bid to be considered higher and better, it must exceed Bourn
& Koch's Stalking Horse Bid by at least $150,000 plus $280,000,
the amount of Bourn & Koch's breakup fee, plus the next
incremental bid amount of $100,000

Each Qualifying Bid must be submitted on or before 1:00 p.m. on
August 23, 2004, by delivering complete Qualifying Bid together
with the initial deposit of $400,000 to the Debtor and its counsel
and to the other parties in these addresses:

        (i) DeVlieg Bullard, Inc., Inc.
            Attn: Alan J. Konieczka, Chief Executive Officer
            10100 Forest Hillds Road
            Rockford, Illinois 61115
            Tel: 815 282-4100
            Fax: 815 282-4171

       (ii) Counsel to the Debtors:
            McDonald Hopkins, Co., LPA
            Attn: Shawn M. Riley, Esq.
            600 Superior Avenue, E.
            Suite 2100
            Cleveland, Ohio 44114
            Tel: 216 384-5400
            Fax: 216 384-5474

                 - and -

            Flaster/Greenberg P.C.
            Attn: James E. Huggett
            913 N. Market Street, Suite 702
            Wilmington, Delaware 19801
            Tel: 302 351-1910
            Fax: 302 351-1919

      (iii) LaSalle Business Credit, LLC
            Attn: John M. DePledge
            2 Commerce Square
            2001 Market Street, Suite 2610
            Philadelphia, Pennsylvania 19103
            Tel: 267 386-8800
            Fax: 267 386-8840

       (iv) Counsel for LaSalle Business:
            Hahn & Hessen LLP
            Attn: Roseanne Thomas Matzat, Esq.
            488 Madison Avenue
            14th and 15th Floor
            New York, New York 10022
            Tel: 212 478-7200
            Fax: 212 478-7400

        (v) KPS Special Situations Fund, LP
            Attn: Stephen Presser
            200 Park Avenue, 58th Floor
            New York, New York 10166
            Tel: 212 338-5100
            Fax: 212 867-7980

       (vi) Counsel to the Official Unsecured Creditors
            Committee
            [address not provided]

The Debtor believes that scheduling an auction on
August 25, 2004 will:

   a) provide prospective bidders enough time to conduct due
      diligence; and

   b) flush out the highest and best bids, while facilitating
      the expeditious sale of the Sale Assets, thereby
      preserving and maximizing the going concern value of the
      Assets.  

At the conclusion of the Auction, the Debtor will determine which
bid will be presented to the Court for approval at a Sale Hearing
on August 27, 2004.

Headquartered in Machesney Park, Illinois, DeVlieg Bullard II,
Inc. -- http://www.devliegbullard.com/-- provides a comprehensive  
portfolio of proprietary machine tools, aftermarket replacement
parts, field service and premium workholding products.  The
Company filed for chapter 11 protection on July 21, 2004 (Bankr.
D. Del. Case No. 04-12097).  James E. Huggett, Esq., at Flaster
Greenberg, represents the Company in its restructuring efforts.
When the Debtor filed for protection from its creditors, it
estimated debts and assets of over $10 million.


DII/KBR: AMC Refused to Extend Withholding Action on LOGCAP Pact
----------------------------------------------------------------
Halliburton (NYSE: HAL) was advised that the Army Materiel Command
has refused to grant an extension for the implementation of the
Federal Acquisition Regulation clause that imposes a 15 percent
withholding action on the Company's future invoices under the
LOGCAP III contract. The impact on KBR of the withholding will be
mitigated as KBR will now, in turn, withhold 15 percent from
payments to subcontractors in accordance with KBR's agreements
with subcontractors.

In addition, Halliburton confirmed that it still does not expect
that there will be any withholding attributable to past invoices,
although Halliburton now understands that the government intends
to subject direct costs to the 15 percent withholding.

The statements made by the company on August 16, that it
understood that the suspension would remain in effect, were
accurate at the time based on clear oral assurances from senior
Pentagon representatives. Halliburton also believes that a
politically charged environment and leaks to news media have
likely contributed to these recent events.

While Halliburton continues to believe that there is no legal
justification to apply the 15 percent withholding to the LOGCAP
III contract, the AMC has indicated that the implementation of the
FAR clause was not being imposed as a penalty or for lack of
progress on the definitization process.

Halliburton has the same dispute concerning the applicability of
the 15% withhold in its RIO I and RIO II contracts with the Army
Corps of Engineers and PCO Oil. Halliburton expects to file a
claim asking for a judicial determination that the 15% withhold
does not apply to contracts such as the ones at issue in the RIO
and LOGCAP projects. Halliburton is confident that the government
action is not justified and expects that its legal arguments will
be upheld in litigation.

"At the end of the day, we do not expect this will have a
significant or sustained impact on liquidity," added Cris Gaut,
chief financial officer, Halliburton. "There are very few
companies in the world that could or would adapt this quickly
while, at the same time, financing an operation of this magnitude.
KBR's working capital investment in Iraq continues to improve, as
the balance has declined from $1.1 billion at June 30, 2004 to
less than $750 million currently."

Headquartered in Houston, Texas, Kellogg, Brown & Root is engaged
in the engineering and construction business, providing a wide
range of services to energy and industrial customers and
government entities in over 100 countries.  DII has no business
operations.  The Company filed for chapter 11 protection on
December 16, 2003 (Bankr. W.D. Pa. Case No. 02-12152).  Jeffrey N.
Rich, Esq., Michael G. Zanic, Esq., and Eric T. Moser, Esq., at
Kirkpatrick & Lockhart LLP, represent the Debtors in their
restructuring efforts.


DII/KBR: Asks Court to Approve Platzer & Trinity Transaction
------------------------------------------------------------
Kellogg Brown & Root, Inc., seeks Bankruptcy Court authority to
enter into, and consummate, the transactions contemplated in a
term sheet with Platzer Shipyards, Inc., and Trinity Industries,
Inc.

Pursuant to the Agreement, KBR will convey to Platzer a 5.7529-
acre tract of land in Houston, Texas in exchange for Platzer's
conveyance to KBR of a 4.28-acre tract of land, also in Houston,
and $182,165 in cash.  The Agreement also allows KBR to exercise a
put right to sell to Platzer a 1.25-acre boat slip adjacent to the
KBR-Owned Property for a nominal value of $1 in the event that KBR
is not able to locate any interested buyers because of the extent
of the environmental contamination to the Boat Slip.

Platzer agrees to dismiss a lawsuit, case styled as Platzer
Shipyard, Inc. v. Brown & Root, Inc., filed in the District Court
of Harris County, Texas, 151st Judicial District, on the closing
of the transaction.

Trinity guarantees the performance of Platzer's obligations with
respect to certain environmental provisions of the Agreement.

Michael G. Zanic, Esq., at Kirkpatrick & Lockhart, LLP, in
Pittsburgh, Pennsylvania, tells the Court that the KBR-Owned
Property has not been used by KBR for any business purpose in
recent years and is not anticipated to add any strategic or
monetary value to KBR's business operations in the foreseeable
future.  The KBR-Owned Property had been subjected to significant
levels of environmental contamination, thus making it unsuitable
for marketing and sale in the normal course of KBR's business.

Mr. Zanic relates that at one time, KBR had leased the KBR-Owned
Property to Platzer.  The lease was subsequently terminated by KBR
due to Platzer's default under certain environmental provisions of
the lease agreement.  Pursuant to an order entered by the Texas
Commission of Environmental Quality, Platzer was obligated, and
continues to remain obligated, to remediate the environmentally
damaged KBR-Owned Property.

The parties have been engaged in negotiations for over a one-year
period.  Pursuant to the Agreement, Platzer will assume ownership
of the KBR-Owned Property, which it is required to remediate by
the TCEQ Order.  KBR will no longer be liable for the remediation
efforts.

KBR believes that Platzer's conveyance of the Platzer-Owned
Property is strategically beneficial because the Property will
serve to unite separate and distinct tracts of KBR-Owned Property
situated on the western side of the property known as the "Greens
Bayou Fabrication Yard."  Without the Platzer-Owned Property, KBR
may be forced to market the Greens Bayou Yard as non-contiguous
parcels of land and, therefore, KBR may not receive as much value
for the property if it were sold as a single contiguous plot.

In addition, if KBR is not permitted to transfer ownership of the
KBR-Owned Property to Platzer, it will retain all liability as the
owner of the property until Platzer fully complies with the TCEQ
Order.  Mr. Zanic notes that it may be extremely difficult for KBR
to attract qualified buyers and fair market bids for the KBR-Owned
Property prior to the completion of Platzer's environmental
remediation efforts.  It is also possible that if KBR does not
proceed with the transaction, it may be forced to pay the clean-up
costs out of its own pocket, as well as any litigation costs that
may be incurred in forcing Platzer into compliance with the TCEQ
Order and the recoupment of any out-of-pocket remediation
expenses.  Moreover, Platzer would proceed with its lawsuit
against KBR, which, in turn, would result in the incurrence of
substantial litigation defense costs by KBR.

According to Mr. Zanic, KBR obtained an appraisal of all of its
parcels of real property comprising the Greens Bayou Yard.  The
independent value of the KBR-Owned Property was difficult for KBR
to discern from the global property appraisal that was performed.
KBR did, however, retain two real estate companies that appraised
the KBR-Owned Property and the Platzer-Owned Property and,
subsequently, prepared an estimate of the delta in the real
property value between the KBR-Owned Property and the Platzer-
Owned Property.  The difference in property values was averaged at
$182,000.  KBR believes that it will be able to extract at least
the full value, if not more than the full value, of the KBR-Owned
Property through Platzer's transfer of the Platzer-Owned Property
plus the additional $182,165 Cash Payment.

Moreover, Platzer has agreed that the sale will be on an "as is,
where is" basis and has waived the benefit of any representations
or warranties pertaining to environmental hazards or conditions
related to the KBR-Owned Property.

Headquartered in Houston, Texas, Kellogg, Brown & Root is engaged
in the engineering and construction business, providing a wide
range of services to energy and industrial customers and
government entities in over 100 countries. DII has no business
operations.  The Company filed for chapter 11 protection on
December 16, 2003 (Bankr. W.D. Pa. Case No. 02-12152). Jeffrey N.
Rich, Esq., Michael G. Zanic, Esq., and Eric T. Moser, Esq., at
Kirkpatrick & Lockhart LLP, represent the Debtors in their
restructuring efforts.  (DII & KBR Bankruptcy News, Issue No. 18;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


EL CALLAO: Gets Shareholders Nod to Become Crystallex Subsidiary
----------------------------------------------------------------
El Callao Mining Corp.'s (ECM: TSXV) shareholders approved a plan
of arrangement pursuant to which El Callao will become a wholly
owned subsidiary of Crystallex International Corporation (KRY: TSX
and AMEX) at a special meeting of shareholders held on August 17,
2004.  The arrangement was approved by 95.8% of the votes cast in
person or by proxy at the meeting and 50.03% of the votes cast in
person or by proxy at the meeting by shareholders other than
Crystallex and its related parties.

El Callao Mining Corp. is engaged in the mining of gold and
related activities including acquisition, evaluation and
development of mineral properties.  These activities are conducted
in Venezuela.  Any gold produced from the Company's ore is
processed at the Revemin Mill, owned and operated by a related
party, under common control.

The Company is owned by Crystallex International Corporation, of
Toronto, Canada (79.4%) and by other investors (20.6%).  

Crystallex provided management, financing, administrative and
technical services, including all geological assessments to the
Company.  Accordingly, the Company is economically dependent on
Crystallex.

At March 31, 2004, El Callao's balance sheet shows a $43,465,625
stockholders' deficit, compared to a $42,301,812 deficit at
December 31, 2003.


ENRON CORP: SEC Blesses $25 Mil. Replacement DIP Financing Pact
---------------------------------------------------------------
On December 3, 2001, the Enron Corporation Debtors entered into a
Revolving Credit and Guaranty Agreement with JPMorgan Chase Bank
and Citicorp USA, Inc., as co-administrative agents, Citicorp as
the Paying Agent, JPMorgan as collateral agent, and the DIP
Lenders.  The DIP Financing has been amended twice to extend its
term through September 3, 2004, on a final basis.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that currently, about $21,000,000 in letters of
credit are outstanding pursuant to the Second Amended DIP Credit
Agreement.  Moreover, all letters of credit issued under the
Second Amended DIP Credit Agreement will expire on or before
August 23, 2004, and can be drawn as early as the middle of
August 2004.

According to Mr. Rosen, the letters of credit issued and
outstanding under the Second Amended DIP Credit Agreement must be
replaced to prevent events of default in the Debtors' contractual
agreements and the creation of substantial risks for the Debtors.

To obtain replacement financing on the best terms possible, the
Debtors made inquiries with various financial institutions with
the capacity and experience to provide the financing the Debtors
require.  After various inquiries and preliminary discussions, it
became clear that the Debtors would be unable to obtain the
necessary financing with a proposed lender on substantially better
terms by offering the proposed lender solely an administrative
expense claim or a junior claim.

The Debtors are coordinating with both the DIP Lenders and
Wachovia to ensure an effective transition from the existing
financing facility with the DIP Lenders to the proposed
replacement financing facility with Wachovia.  Mr. Rosen informs
Judge Gonzalez that prior to the satisfaction of the letter of
credit reimbursement and other obligations, and the termination of
commitments under the Second Amended DIP Credit Agreement, the
DIP Lenders will release any liens granted to them pursuant to the
Second Amended DIP Credit Agreement solely in respect of
$25,000,000 in cash necessary for the Debtors to provide the
Collateral to Wachovia pursuant to the DIP Financing Documents.
All other priorities and liens on collateral granted to the DIP
Lenders, and obligations the Debtors owed under the Second
Amended DIP Credit Agreement will remain in effect until
termination of the Second Amended DIP Credit Agreement.  Wachovia
will be granted priority and liens as the Debtors provided
pursuant to the DIP Financing Documents.  When the Existing DIP
Termination Date occurs, all remaining liens on the Debtors'
assets in favor of the DIP Lenders will be released.  In
connection with the continuing cash management services JPMorgan
provided, the Debtors will grant JPMorgan liens on certain cash,
which liens will not attach to the Wachovia Collateral.

The Securities and Exchange Commission also permitted the Debtors
to secure the $25,000,000 Replacement DIP Financing, provided that
the Debtors will make the appropriate disclosures to the SEC, like
the name of the issuer, the principal or face amount of the
security of letter of credit issued, the interest rate and the
maturity date.  The financing transactions are subject to Section
6(a) and 7 of Public Utility Holding Company Act of 1935, as
amended.  Margaret H. McFarland, SEC Deputy Secretary, notes that
the applicable standards of the Act and the rules under the Act
are satisfied.

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. 121;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FEDERAL-MOGUL: Judge Lyons Approves Debtors' Disclosure Statement
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
approved the Disclosure Statement explaining the Third Amended
Joint Plan of Reorganization for Federal-Mogul Corporation and
certain of its affiliated companies.  Approval of the Disclosure
Statement and its related materials authorizes the Debtors to
begin soliciting votes from creditors and interest holders on the
Plan.

                   November 3 Voting Deadline

The Bankruptcy Court has set November 3, 2004, at 4:00 p.m.,
prevailing Eastern Time, as the deadline by which votes to accept
or reject the Plan must be received.  Anyone with claims against
or interests in the Debtors, including asbestos personal injury or
wrongful death claims, may vote on the Plan.  Claimants are
encouraged to read the Plan and Disclosure Statement carefully for
details about how this Chapter 11 reorganization may affect
their rights.  

                December 9 Confirmation Hearing

The Bankruptcy Court will consider whether to confirm the Plan at
a hearing on December 9, 2004.

                     Key Parts of the Plan

The Plan provides for the payment of claims against and interests
in the Debtors.  The Plan further proposes a Trust to pay asbestos
personal injury and wrongful death claims that relate to exposure
to asbestos or asbestos-containing products manufactured,
distributed, sold or possessed by any of the Debtors.  If the Plan
is confirmed, all asbestos personal injury and wrongful death
claims will be permanently channeled to the Trust.  Anyone with
asbestos-related claims will then be forever barred from asserting
their claims directly against any of the Debtors.

               How to Vote on or Object to the Plan

The deadline to vote on the Plan is November 3, 2004 at 4:00 p.m.
(prevailing Eastern Time).  To be counted, a ballot voting on the
Plan must be received by the Voting Agent by that date and time at
the following address:

     The Garden City Group, Inc.
     Voting Agent for Federal-Mogul
     PO Box 8872
     Melville, New York 11747-8872

The Plan may affect claimants' legal rights regardless of whether
they vote on the Plan.

Federal-Mogul Corporation and T&N Limited are two of 157
affiliated companies in the Federal-Mogul reorganization
proceedings.  One hundred thirty-four (134) of the companies are
incorporated under the laws of the United Kingdom, and are parties
to Administration proceedings in that country.  A vote to accept
or reject the Plan will also be a proxy on certain matters in
the United Kingdom administration proceedings.

Any objections to the Plan must be submitted in writing and
received by November 3, 2004 at 4:00 p.m. (prevailing Eastern
Time) to be considered.  Objections should be sent to:

     The Clerk of the Bankruptcy Court
     United States Bankruptcy Court for the District of Delaware
     824 Market Street, 3rd Floor
     Wilmington, Delaware 19801

                    Asbestos Personal Injury
                   and Wrongful Death Claims

Proof of an asbestos personal injury or wrongful death claim does
not have to be filed with the Bankruptcy Court at this time.  The
Bankruptcy Court has established special procedures for holders of
asbestos personal injury or wrongful death claims to vote on the
Plan.  Lawyers for holders of these claims may vote on the Plan on
behalf of their clients if authorized by their client.

                   The Hearing on the Plan

The Bankruptcy Court will hold a hearing to confirm the Plan on
December 9, 2004 at 10:00 a.m. (prevailing Eastern Time) before
the Honorable Raymond T. Lyons, United States Bankruptcy Judge, at
the Clarkson S. Fisher U.S. Courthouse, 402 East State Street,
Courtroom 4, Trenton, New Jersey 08608. Claimants may attend the
hearing, but are not required to do so.

                   Additional Information

A detailed notice describing the Plan, called the Disclosure
Statement, together with a copy of the Plan itself and voting
materials, called a Solicitation Package, is being mailed to known
holders of claims against the Debtors or their lawyers.

Additional information (including copies of the Plan and
Disclosure Statement) can be obtained by calling the Debtors'
Voting Agent at 1-888-212-5571, or by visiting the Federal-Mogul
Reorganization Website at http://www.fmoplan.com/

A complete list of the companies involved in the Chapter 11
reorganization is also available at the website.

                    About Federal-Mogul

Federal-Mogul is a leading global supplier offering the most
comprehensive portfolio of quality products, trusted brands and
creative solutions to the automotive and other industries.  The
company utilizes its engineering and materials expertise,
proprietary technology, manufacturing skill, distribution
flexibility and marketing power to create value for its
stakeholders and exceed customer expectations.

Headquartered in Southfield, Michigan, Federal-Mogul was founded
in Detroit in 1899 and today employs more than 45,000 people in 29
countries.  On October 1, 2001, Federal-Mogul decided to separate
its asbestos liabilities from its true operating potential by
voluntarily filing for financial restructuring under Chapter 11 of
the Bankruptcy Code in the United States and Administration in the
United Kingdom.  For more information on Federal-Mogul,
visit the company's Website at http://www.federal-mogul.com/

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: WI Says Plan Doesn't Meet Confirmation Requirements
------------------------------------------------------------------
The State of Wisconsin Department of Revenue asserts that the
Third Amended Plan of Reorganization does not meet the
confirmation requirements of Section 1129(a)(9)(C) of the
Bankruptcy Code.

Jim Polkowski, Revenue Agent for the Wisconsin Revenue
Department, points out that the Plan contains a restrictive
provision:

   "Each Allowed Priority Tax Claim shall be paid from, and to
    the extent of available assets of, the respective Debtors'
    Estate against which the Claim is asserted, and thereafter to
    the extent of any insufficiency, from funds advanced to the
    relevant debtors by the Estate of Federal-Mogul Corporation,
    provided, however, the Estate of Federal-Mogul Corporation
    will not be obligated to advance funds for the payment of
    Priority Tax Claims, if any, of any of the Inactive Debtors
    Subsidiaries."

Mr. Polkowski contends that the Estate of Federal-Mogul
Corporation should be responsible for the full payment of all
priority tax claims under Section 507(a)(8), regardless of the
Debtor subsidiary and of their inactive status.  By inserting the
restrictive language, the Plan does not provide for full payment
of all priority tax claims as required by Section 1129(a)(9)(C).

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest  
automotive parts companies with worldwide revenue of some $6
billion.  The Company filed for chapter 11 protection on Oct. 1,
2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan, Esq.,
James F. Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin
Brown & Wood and Laura Davis Jones, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, they listed $10.15 billion in assets and $8.86
billion in liabilities. (Federal-Mogul Bankruptcy News, Issue No.
62; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FINOVA GROUP: Reports $10.6MM Half-Year Portfolio Expenses
----------------------------------------------------------
For the six months ended June 30, 2004, The FINOVA Group, Inc.,
reports that portfolio expenses totaled $10,600,000 compared to
$18,500,000 for 2003.  The decrease was primarily due to a decline
in the level of problem account and workout expenses for most
portfolios and the timing of certain expenses anticipated during
2004.

In a recent regulatory filing, FINOVA Chief Financial Officer
Richard A. Ross discloses to the Securities and Exchange
Commission that the transportation portfolio continues to incur
the majority of the Company's portfolio costs -- $6,400,000 during
the six months ended June 30, 2004 and $12,100,000 during the six
months ended June 30, 2003.  "These costs are related to the
maintenance of older vintage aircraft and the cost of storing,
maintaining and preparing off-lease aircraft for potential return
to service."

In addition, Mr. Ross continues, portfolio expenses were impacted
by the Company's decision in 2003 to begin dismantling certain
aircraft for sale in the used parts market, rather than continue
to incur significant storage, maintenance and other costs for
potential return to service.  In certain cases, the Company
initially incurs one-time costs to dismantle aircraft that it
anticipates will be offset by future portfolio savings and revenue
generated from parts sales.

The Company completed the dismantling of five aircraft during
2003 and additional 23 aircraft were completely dismantled or sold
as scrap during the first half of 2004.

Headquartered in Scottsdale, Arizona, The Finova Group, Inc.,
provides commercial financing to small and midsized businesses;
other services include factoring, accounts receivable management,
and equipment leasing. The firm has three segments: Commercial
Finance, Specialty Finance, and Capital Markets. FINOVA targets
such markets as transportation, wholesaling, communication, health
care, and manufacturing. Loan write-offs had put the firm on shaky
ground. The Company and its debtor-affiliates and subsidiaries
filed for Chapter 11 protection on March 7, 2001 (U.S. Bankr. Del.
01-00697). Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger, P.A., represents the Debtors. FINOVA has since emerged
from Chapter 11 bankruptcy. Financial giants Berkshire Hathaway
and Leucadia National Corporation (together doing business as
Berkadia) own FINOVA through the almost $6 billion lent to the
commercial finance company. (Finova Bankruptcy News, Issue No. 50;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FLEMING COMPANIES: Asks Court to Approve Wisvest Settlement Pact
----------------------------------------------------------------
The Fleming Companies, Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware,
pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, to approve their settlement agreement with C&S
Acquisition, LLC, Supervalu Holdings, Inc., NorthStar
Refrigeration, LLC, and Wisvest Corporation.

Christopher J. Lhulier, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub, PC, in Wilmington, Delaware, relates that C&S
and Supervalu entered into an asset exchange agreement, which
provides, among other things, for the designation of Supervalu as
a Third Party Purchaser and the transfer to Supervalu of the
assets and properties relating to a warehouse facility in
LaCrosse, Wisconsin.

According to the terms of a Refrigeration Supply Agreement, dated
December 4, 1998, between Wisvest, as predecessor-in-interest to
NorthStar, and Fleming, NorthStar owned, and agreed to operate and
maintain, a refrigeration supply system at the LaCrosse Facility.  
With the transfer of the LaCrosse Facility to Supervalu, the
Refrigeration Equipment remains inside the LaCrosse Facility.

Fleming sought to reject the Refrigeration Agreement.  But the
Court ruled that Fleming is obligated to buy the Refrigeration
Equipment from NorthStar.  According to NorthStar, the
Refrigeration Equipment is worth $2,482,287.  Fleming appealed the
Court's decision.

On December 20, 2002, Fleming consented to NorthStar's collateral
assignment to Wisvest of all of NorthStar's rights and interests
under the Refrigeration Agreement.  Under the Consent, Fleming and
NorthStar agreed that upon receipt of Wisvest's written
instructions, Fleming would render all performance directly to
Wisvest.

By letter to Fleming, dated June 7, 2004, Wisvest instructed
Fleming to remit any and all payments in connection with the
Refrigeration Agreement to Wisvest.

Mr. Lhulier reports that the Parties disagreed about each other's
rights and obligations with respect to:

    1. the Refrigeration Agreement;

    2. the APA, the C&S Sale Order and the Sale as they relate to
       the LaCrosse Facility and the Refrigeration Equipment;

    3. the AEA, the Supervalu Sale Order and the transfer of the
       LaCrosse Facility as they relate to LaCrosse Facility and
       the Refrigeration Equipment;

    4. the ownership or other interests in the Refrigeration
       Equipment;

    5. various pleadings the parties filed with the Court in
       connection with the parties' dealings; and

    6. any claims, disputes or causes of action that may arise
       with respect to the disagreements.

                           The Settlement

To resolve all claims, disputes and differences among them, the
parties agree that:

    (a) Supervalu will pay to Wisvest $1,200,000;

    (b) Fleming will pay to Wisvest $500,000;

    (c) NorthStar will place in escrow $25,000, while Supervalu
        will place $22,000, for payment of an agreed to portion
        of the 2004 personal property taxes of the LaCrosse
        Facility.  Supervalu will be solely responsible for
        paying the 2004 personal property taxes.  The escrow
        account will be administered and the 2004 personal
        property taxes will be paid in accordance with the
        relevant terms of the Settlement Agreement;

    (d) a payment C&S made to NorthStar in October 2003 under the
        Refrigeration Agreement will be deemed to be the property
        of NorthStar;

    (e) each party fully releases all other parties from any and
        all causes of action, damages and other claims arising
        from or in connection with the Dispute;

    (f) Fleming will withdraw with prejudice the Appeal;

    (g) the Motion to Reject the Refrigeration Agreement will be
        deemed granted without further Court order; and

    (h) Supervalu will be deemed to be the owner of the
        Refrigeration Equipment.

Mr. Lhulier points out that with the Settlement Agreement, the
Debtors are able to reduce their potential administrative expense
liability from $2,482,287 to $500,000.  Moreover, the Debtors are
able to avoid the expense of litigation with respect to the
Appeal.

In the event that the Debtors are obligated to purchase the
Refrigeration Equipment from NorthStar, the Debtors believe that
they will be the rightful owner of the Equipment.  Supervalu would
be unable to sell property of the Debtors' estates without the
Debtors' consent.  Yet, the Debtors expect that Supervalu will
challenge that the Debtors own the Refrigeration Equipment and
will oppose any efforts by the Debtors to assert their rights to
sell or otherwise dispose of the Refrigeration Equipment.
Absent the settlement, the Debtors will not only be forced to
litigate with NorthStar, but will also face the prospect of
litigating with C&S and Supervalu in separate actions.  Given the
factual and legal issues involved, the Debtors expect that this
litigation would involve extensive discovery, briefing of
complicated legal issues and continuing uncertainty surrounding
the ownership of the Refrigeration Equipment.

Headquartered in Lewisville, Texas, Fleming Companies, Inc. --
http://www.fleming.com/-- is the largest multi-tier distributor  
of consumer package goods in the United States.  The Company filed
for chapter 11 protection on April 1, 2003 (Bankr. Del. Case No.
03-10945).  Judge Walrath confirmed Fleming's Third Amended Plan
on July 26, 2004, under which Core-Mark Holding Company, Inc.,
will emerge as a rehabilitated company and be owned by Fleming's
unsecured creditors.  Richard L. Wynne, Esq., Bennett L. Spiegel,
Esq., Shirley Cho, Esq., and Marjon Ghasemi, Esq., at Kirkland &
Ellis, represent the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they listed
$4,220,500,000 in assets and $3,547,900,000 in liabilities.
(Fleming Bankruptcy News, Issue No. 42; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FOSTER WHEELER: Updates Reg. Statement to Include 2nd Qtr. Results
------------------------------------------------------------------
Foster Wheeler Ltd. (OTCBB:FWLRF) has updated the financial data
in its registration statement for its equity-for-debt exchange
offer to include the company's newly released financial
information for the second quarter of 2004, and related
disclosure, contained in its Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on August 9, 2004. The
Commission declared effective the updated registration statement
on August 16, 2004. The company is in the process of distributing
the updated offering materials related to the exchange offer,
containing the new financial information and disclosure.

There has been no change to the terms of the exchange offer as
previously announced, and as set forth in the prospectuses dated
August 2, 2004, and the expiration date of the exchange offer
remains August 30, 2004. Holders who have already tendered their
securities in the exchange offer do not need to take any further
action in order to participate.

"We want to emphasize the absolute importance of achieving the
debt reduction that results from meeting or exceeding the minimum
participation levels," said Raymond J. Milchovich, chairman,
president and chief executive officer. "As a reminder, the minimum
participation levels for the exchange offer are as follows: 90%
for the Senior Notes, the 2009 Series C and Series D Robbins
Bonds, and the Convertible Subordinated Notes; 20% for the 2024
Robbins Series C Bonds; and 75% for the 9.00% Preferred
Securities, a significant portion of which we believe is held by
retail investors."

As previously announced, Foster Wheeler will pay a soliciting
brokers' fee to registered broker/dealers for soliciting
qualifying tenders of trust preferred securities pursuant to this
exchange offer. This fee will be equal to 50 cents per 9.00%
Preferred Security (liquidation amount $25) which the registered
broker/dealers tender on behalf of their customers and which
Foster Wheeler accepts for exchange, subject to certain
limitations.

A copy of the prospectus relating to these securities and other
related documents may be obtained from the information agent. The
information agent for this exchange offer and consent solicitation
is:

     Georgeson Shareholder Communications Inc.
     17 State Street, 10th Floor
     New York, New York 10014

Georgeson's telephone number for bankers and brokers is
212-440-9800 and for all other security holders is 800-891-3214.

Individuals holding their securities through brokers are urged to
contact their brokers to receive a copy of the prospectus and to
tender their securities.

The dealer manager for the exchange offer and consent solicitation
is Rothschild Inc., 1251 Avenue of the Americas, 51st floor, New
York, New York 10020. Contact Rothschild at 212-403-3784 with any
questions on the exchange offer.

Investors and security holders are urged to read the following
documents filed with the SEC, as amended from time to time,
relating to the proposed exchange offer because they contain
important information: (1) the registration statement on Form S-4
(File No. 333-107054) and (2) the Schedule TO (File No. 005-
79124). These and any other documents relating to the proposed
exchange offer, when they are filed with the SEC, may be obtained
free at the SEC's Web site at http://www.sec.gov/or from  
Georgeson.  

The foregoing reference to the exchange offer and any other
related transactions shall not constitute an offer to buy or
exchange securities or constitute the solicitation of an offer to
sell or exchange any securities in Foster Wheeler Ltd. or any of
its subsidiaries.

                        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 March 26, 2004, Foster Wheeler Ltd.'s balance sheet showed an
$880,742,000 stockholders' deficit, compared to an $872,440,000
deficit at December 26, 2003.


FUJITA CORP: Files Plan & Disclosure Statement in California
------------------------------------------------------------
Fujita Corporation USA filed its Chapter 11 Plan of Reorganization
and an accompanying Disclosure Statement with the U.S. Bankruptcy
Court for the District of California, Los Angeles Division.  A
full-text copy of the Debtor's Plan of Reorganization is available
for a fee at:

  http://www.researcharchives.com/bin/download?id=040817222216

The Plan groups creditors and interest holders into five classes
and describes their proposed treatment:

  Class              Treatment
  -----              ---------
  1 - Secured        Unimpaired
      Claims         The legal, equitable and contractual rights
                     of the Holders are unaltered by this Plan.
                     As soon as reasonably practicable after,
                     the later of the Effective Date, or the
                     date on which the Class becomes Allowed,
                     each Holder will receive, at the election
                     of the Debtor:
                     (a) Cash equal to the amount of the Allowed
                         Class 1 Claim, or
                     (b) other less favorable treatment that
                         will not impair the Holder

  2 - Non-Tax        Unimpaired
      Priority       The legal and equitable rights of the
      Claims         Holders are unaltered by this Plan. As soon
                     as reasonably practicable after, the later
                     of the Effective Date, or the date on which
                     the Class becomes Allowed, each Holder will
                     receive, at the election of the Debtor:
                     (a) Cash equal to the amount of the Allowed
                         Class 2 Claim, or
                     (b) other less favorable treatment that
                         will not impair the Holder

  3 - Prepetition    Impaired
      Lender Claims  On the Effective Date, the entire amount of
                     the Prepetition Lender Claims will be
                     deemed Allowed in full. On the Initial
                     Distribution Date, each holder will receive
                     its Pro Rata share of Net Available Cash.

  4 - General        Impaired
      Unsecured      On the Initial Distribution Date, each
      Claims         Holder of an Allowed General Unsecured
                     Claim will receive 5% of the Face Amount of
                     its Claim in Cash from the General
                     Unsecured Claim Fund.

  5 - Old Equity     Impaired
      Interests,     On the Effective Date, the Old Equity will
      Intercompany   be cancelled. Holders of Old Equity,
      Claims and     Intercompany Claims and Subordinated Claims
      Subordinated   will not receive or retain any distribution      
      Claims         on account of their claims.

Headquartered in Culver City, California, Fujita Corporation USA,
owns vario