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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

           Wednesday, August 25, 2004, Vol. 8, No. 180

                           Headlines

A.B.DICK: Gets Court Nod on $7 Million DIP Credit Facility
AARSAF, INC: Voluntary Chapter 11 Case Summary
ADELPHIA COMMS: Hires Klehr Harrison to Fight Devon Claims
AIR CANADA: Mr. Justice Farley Sanctions CCAA Plan
AIR CANADA: CIBC Sells Claims for $34M & Gets Voting Share Rights

AIR CANADA: Jazz Selects Atum to Help Manage Customer Data
ALLIANCE CAPITAL: Fitch Holds Junk Rating on $53M Class B Notes
AMCAST IND'L: Completes Sale of Aluminum Components Business
AMERICA HIGH YIELD: Fitch Cuts $55.7M Class A-3 Rating to CC
ANTARES FUNDING: Fitch's Raises Rating on $19.9M Class E Notes

ASPECT COMMUNICATIONS: Withdraws Public Common Stock Offering
BOMBORA HOUSE INC: Case Summary & 7 Largest Unsecured Creditors
BREUNERS HOME: Employs Alixpartners as Claims & Noticing Agent
BRIAZZ, INC.: Unsecured Creditors' Committee Dissolves
BROADBAND WIRELESS: Clarifies Nasdaq Trading Status

BURLINGTON: BII Trust Wants More Time to Serve Foreign Defendants
CANADA PAYPHONE: Creditors to Meet Friday on Globalive Proposal
CANADA PAYPHONE: Trading on TSX Exchange Resumed This Week
CATHOLIC CHURCH: Wants to Hire KPMG as Accountants & Advisors
CHAS COAL: Gets Final Court Nod to Obtain DIP Financing

COEUR D'ALENE: Commences Formal Offer to All Wheaton Shareholders
CONCENTRA OPERATING: Amends Sr. Term Loans to Reduce Interest Rate
DIAMOND TRIUMPH: Moody's Junks $79.8M Senior Unsecured Notes
DOWNTOWN LEGAL: Case Summary & 20 Largest Unsecured Creditors
DP8 LLC: U.S. Trustee Will Meet with Creditors on September 7

DUESENBERG CSO: S&P Raises Class D Rating One Notch to B+
DUKE FUNDING: Moody's Rates Mezzanine & Combination Notes Low-B
ENRON CORP: Wants Court Nod on Methanol Plant Bidding Protocol
ENRON CORP: Asks Court to Approve BASF's $160,000 Break-Up Fee
ENVIRONMENTAL LAND: State of Utah Balks at Cash Collateral Use

ESSELTE GROUP: Low-B Credit & Debt Ratings on S&P Watch Negative
FEDERAL-MOGUL: Taps AlixPartners for Fresh Start Accounting Work
FLEMING COMPANIES: Minnesota Unions Hold an Allowed $484,937 Claim
FOSTER WHEELER: 9% Trust Preferred Shareholders Aren't Cooperating
GALEY & LORD: Brings-In Alston & Bird as Bankruptcy Co-Counsel

GENERAL GROWTH: Moody's Says Rouse Merger May Prompt a Downgrade
HAYES LEMMERZ: Hosting 2nd Quarter Conference Call on Sept. 8
HSBC SECURITIES: Market Regulation Services Slaps $625K Fine
INN OF THE MOUNTAIN: Moody's Lifts Rating on 12% Notes to B3
INTERSTATE BAKERIES: Closing Buffalo, New York Outlet in October

J.L. FRENCH: Recapitalization Earns Moody's Low-B & Junk Ratings
JTI-MACDONALD: Seeks CCAA Protection as Quebec Slaps $1.36B Claim
KAISER: Battles with U.S. Bank over Plan Filing Exclusivity
KING SERVICE: U.S. Trustee Names 3-Member Creditors' Committee
KMART HOLDING: Finalizes Home Depot Transaction, Selling 18 Stores

LEHMAN BROTHERS: S&P Cuts Class L Rating One Notch to BB+
LOEWEN GROUP: Creditor Liquidating Trust Reports 2004 Q2 Results
LONG BEACH: Fitch Junks Group 1 Class BF Loan Trust Issue
LSP ENERGY: Moody's Affirms B2 Rating on Senior Secured Debt
MASTEC INC: Insufficient Info Prompts S&P's Ratings Withdrawal

MEGASTAR DEV'T: Begins Diamond Drilling Led by Mr. Pelletier
MEGASTAR DEVELOPMENT: Appoints Richard Roy Company Director
MILLENIUM ASSISTED: Asks Court to Convert Case to Chapter 7
MIRANT CORP: Phase I Key Employee Retention Program is Approved
NEWFIELD EXPLORATION: $325MM Sr. Sub. Notes Get Moody's Ba3 Rating

NEWAVE INC: Discloses $229,693 Net Loss in Second Quarter 2004
OFFICE PORTFOLIO: $17.8M Class H Certs. Get Fitch's BB+ Rating
OMI TRUST: S&P Junks 2000-A M-2 & 2001-C M-1 Classes
OPTICARE HEALTH: Reclassifies Long Term Debt as Current Liability
PEREGRINE INDUSTRIES: Bankruptcy Court Puts Company in New Hands

PG&E NAT'L: Court Expands Morrison's Employment as Special Counsel
PILLOWTEX CORP: Selling Miscellaneous Assets for $271,911
POCONO INCREDIBLE: Case Summary & 3 Largest Unsecured Creditors
PRIME HOSPITALITY: Blackstone Offer Prompts Moody's Rating Review
PROVINCE HEALTHCARE: LifePoint Offer Prompts Moody's Rating Review

PSINET: Consulting Will Pay $6.9M to End Intercompany Dispute
RELIANCE GROUP: PBGC Attacks RFS Plan Confirmation on Three Bases
REVLON INC: Redeems $64.5 Million of 12% Senior Secured Notes
SAFETY-KLEEN: Creditor Trust's 2nd Quarter 2004 Status Report
SAXON ASSET: Fitch Downgrades Class BF-1 Trust Issue to BB+

SOLECTRON CORP: Moody's Puts Ba3 Rating on $500M Credit Facility
SOLUTIA INC: Has Until November 15 to Decide on Leases & Contracts
STRATOS INT'L: Look for FY 2004-2005 1st Qtr Results on Sept. 2
TCW LEVERAGED: Fitch Rates Sr. Secured & Sub. Notes at DD & DDD
TIMELINE INC: Hires Williams & Webster as Public Accountants

TRANS-IND: Completes New Financing Pact with Huntington Nat'l Bank
TRITON PCS: S&P Cuts Credit Rating to B- & Junks Debt Ratings
UNIFIED HOUSING: Brings In John Lewis as Bankruptcy Counsel
US AIRWAYS: ALPA Says Latest Plan Proposal is Disappointing
VIVENDI UNIVERSAL: Sells Home Productivity Software Brands to Nova

WATERFRONT WAREHOUSE: Has Until Sept. 10 to File Bankr. Schedules
WEIRTON STEEL: Wants Court to Approve WVWCC Settlement Agreement
WESCO DIST'N: S&P Affirms B+ Credit Rating & Says Outlook Positive
WOLVERINE TUBE: KPMG LLP Replaces Ernst & Young as Auditors
WOOD PRODUCTS: Gets Majority Interest in Shijiazhuang Dongfang

XO COMMUNICATIONS: Wants Facilities-Based Competition Preserved

* R. Lillie Heads Benesch Friedlander's White Collar Defense Team

* Upcoming Meetings, Conferences and Seminars

                           *********


A.B.DICK: Gets Court Nod on $7 Million DIP Credit Facility
----------------------------------------------------------
The U.S. Bankruptcy Judge Charles G. Case II of the United States
Bankruptcy Court for the District of Delaware approved A.B.Dick
Company's $7 million debtor-in-possession (DIP) credit facility,
provided by Presstek, Inc., and KeyBank National Association.  The
Court previously granted interim approval to borrow up to
$3.194 million of the facility.  The approval allows A.B.Dick to
use proceeds from its prepetition and postpetition receivables to
fund continuing operations during the Chapter 11 process.

The Court also approved procedures for the sale of the Company in
accordance with Section 363 of the U.S. Bankruptcy Code.  Presstek
has agreed to purchase substantially all of the A.B.Dick assets
for an estimated total consideration of approximately $40 million,
positioning it as the "stalking horse," or original bidder, in the
auction process.  The Presstek offer sets a floor for other bids.
Alternative offers must be at least $41,200,000 in value,
accompanied by a cash deposit of at least 5% of the offered price,
and in accordance with all other terms in the complete bidding
procedures.  Following evaluation of the written offers determined
to be fully binding commitments, an auction will be held for
qualified bidders on October 29.  The Court did not set a date for
a hearing to obtain court approval of the highest and best offer,
but it is expected that the hearing will take place the first week
of November.

Written offers must be submitted by the close of business on
October 27, 2004, to H. Jeffrey Schwartz at Benesch, Friedlander,
Coplan & Aronoff LLP, 200 Public Square, 2300 BP Tower, Cleveland,
Ohio 44414, (216) 363-4588.  Email: jschwartz@bfca.com

To obtain the complete bidding procedures, interested parties
should contact Glenn Pollack at Candlewood Partners at 10-1/2 East
Washington Street, Chagrin Falls, Ohio 44022, (440) 264-8004.
Email: gpollack@candlewoodpartners.com

On July 13, 2004, A.B.Dick, a privately held, worldwide supplier
of equipment and supplies to the graphic arts and printing
industry, filed a voluntary petition for protection from creditors
under Chapter 11 of the U.S. Bankruptcy Code along with its parent
company, Paragon Corporate Holdings, Inc., and the Paragon
subsidiaries Interactive Media Group and Multigraphics LLC.
A.B.Dick at the same time announced that it had signed a purchase
agreement with Presstek, Inc. (Nasdaq: PRST), for Presstek to
acquire the business and assets of A.B.Dick, subject to Court
approval.  During the Chapter 11 and sale process, A.B.Dick and
all its units continue to manufacture and deliver products and
provide services to customers as usual.

A.B.Dick Company celebrates 120 years as a leading worldwide
supplier to the graphic arts and printing industry in 2004.  It
manufactures and markets equipment and supplies for all stages of
document creation -- pre-press, press and post-press -- and
provides continuing service and support.  For more information:
Scott MacKenzie, Vice President, Marketing, 7400 Caldwell Ave.,
Niles, IL 60714. Telephone (847) 779-1900, Web:
http://www.abdick.com


AARSAF, INC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: AARSAF, Inc.
        2326 Throop Avenue
        Bronx, New York 10469

Bankruptcy Case No.: 04-15520

Chapter 11 Petition Date: August 23, 2004

Court: Southern District of New York (Manhattan)

Judge: Cornelius Blackshear

Debtor's Counsel: Martin Schnee, Esq.
                  333 East 149th Street
                  Bronx, New York 10451
                  Tel: 718-993-0950
                  Fax: 718-993-0951

Total Assets: $1,245,000

Total Debts: $812,161

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


ADELPHIA COMMS: Hires Klehr Harrison to Fight Devon Claims
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gives Adelphia Communications Corporation and its debtor-
affiliates permission to hire Klehr, Harrison, Harvey, Branzburg &
Ellers as their special counsel to continue to represent them in
matters related to various claims and litigation with Devon
Mobile, LP.

Klehr Harrison is a 92-attorney firm based in Philadelphia,
Pennsylvania, with offices located in Wilmington, Delaware, as
well as in Cherry Hill, New Jersey.  Klehr Harrison provides a
full range of legal services.

As reported in the Troubled Company Reporter on July 26, 2004, the
ACOM Debtors selected Klehr Harrison because, among other things,
the firm has been providing them with legal representation with
respect to Devon Mobile and the Devon Mobile bankruptcy cases, and
the firm understands their businesses as well as their former
relationship with Devon Mobile.

Shelley Chapman, Esq., at at Willkie Farr & Gallagher, LLP, in New
York, relates that Devon Mobile and ACOM filed multi-million
dollar claims against each other's estate in connection with,
among other things, the Devon Limited Partnership Agreement.  To
determine the validity and extent of the claims, the ACOM Debtors
agreed to lift the automatic stay in their bankruptcy case to
allow Devon Mobile to prosecute its claims against them.
Recently, Devon Mobile filed a complaint against ACOM alleging
certain preference, fraudulent conveyance, breach of fiduciary
duty, and deepening insolvency claims.

Ms. Chapman tells Judge Gerber that the defense of the Devon
Mobile Action, as well as the prosecution of counterclaims, will
require extensive assistance from Klehr Harrison going forward.
Therefore, the ACOM Debtors anticipate that the firm's legal fees
will continue to exceed the fee amount allowed under the OCP
Order.

In consideration of its services, Klehr Harrison will be
compensated on an hourly basis, plus reimbursement of actual and
necessary expenses incurred.  Klehr Harrison's hourly rates,
subject to periodic and ordinary course adjustments, are:

              Attorneys                 $150 - 500
              Legal Assistants           125 - 150

Joanne B. Wills, a partner at Klehr Harrison, assures the Court
that the firm:

    -- does not represent any party, or hold any interest, adverse
       to the ACOM Debtors; and

    -- has no connection with the potential parties-in-interest
       that would affect its ability to represent the ACOM Debtors
       in their bankruptcy cases.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company  and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729. Willkie Farr & Gallagher
represents the ACOM Debtors. (Adelphia Bankruptcy News, Issue Nos.
64 & 66; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AIR CANADA: Mr. Justice Farley Sanctions CCAA Plan
--------------------------------------------------
Mr. Justice James Farley of the Ontario Superior Court approved
Air Canada's Plan of Arrangement pursuant to its restructuring
under CCAA.

The issuance by the Court of the Confirmation Order sanctioning
the Plan of Arrangement follows the approval of the Plan by an
overwhelming majority of Air Canada's creditors on August 17th.

"Approval . . . by the Court of Air Canada's restructuring plan is
a major milestone in successfully rebuilding Air Canada to compete
effectively and benefit all stakeholders," said Robert Milton,
President and CEO.  "We look forward to the completion of our
restructuring by the end of September and moving forward with the
implementation of our business plan to build a strong Air Canada."

The carrier plans to emerge from CCAA protection on
September 30, 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: CIBC Sells Claims for $34M & Gets Voting Share Rights
-----------------------------------------------------------------
CIBC (NYSE: BCM, TSX: CM) entered into an agreement providing for
the assignment of substantially all of CIBC's proven claims as an
unsecured creditor of Air Canada to a third party for cash.

Completion of the assignment will result in a pre-tax gain of
approximately $52 million ($34 million after tax), which CIBC
expects to record in the fourth quarter.

CIBC obtained rights to acquire voting shares of ACE Aviation
Holdings, Inc., which will become the parent holding company of
Air Canada upon completion of Air Canada's plan of reorganization,
compromise and arrangement.  CIBC obtained the claims and the
Rights under the Plan, which was approved by the Ontario court.

CIBC has not assigned any of its Rights, which are exercisable on
August 27, 2004.  The Rights entitle CIBC to acquire between
3.4 million and 3.8 million voting shares of ACE at an exercise
price of $20 per share.  Assuming that ACE will have approximately
101 million shares outstanding upon completion of the Plan, if
CIBC exercises all of its Rights, it would own more than 10% of
the outstanding voting shares of ACE.  However, such voting shares
would represent less than 4% of ACE's total equity.

If CIBC exercises any Rights, it would hold its ACE voting shares
solely for investment purposes and not for the purpose of
influencing the control or direction of ACE.  CIBC does not intend
to acquire ownership of, or control over, additional securities of
ACE other than those that may be acquired by it upon
implementation of the Plan.

The total number of voting shares of ACE to be issued pursuant to
the Plan will depend upon the relative number of Rights and amount
of proven claims that will be held at the time of implementation
of the Plan by residents of Canada (who are entitled to voting
shares of ACE pursuant to the Plan) and by non-residents of Canada
(who are entitled only to variable voting shares of ACE pursuant
to the Plan).  Consequently, CIBC is unable to determine at this
time the percentage of outstanding voting shares of ACE that would
be represented by any shares issued to CIBC upon exercise of its
Rights.

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: Jazz Selects Atum to Help Manage Customer Data
----------------------------------------------------------
Atum Corporation has been selected by Air Canada Technical
Services -- ACTS -- to provide Atum's Canadian-based hosted
Customer Relationship Management -- CRM -- solution, Luxor CRM, as
the solution of choice for Air Canada's Technical Services
Marketing and Sales Department.

Luxor CRM will allow ACTS to move its Marketing and Sales
information management system from a collection of multiple
spreadsheets and databases to a cohesive CRM solution,
centralizing all customer interaction data, streamlining sales
processes and giving ACTS the ability to effectively analyze its
commercial data.  Embracing the latest in CRM technology will also
help ACTS to maintain its overall industry leadership position.
"With Luxor CRM, we expect to realize solid bottom-line benefits
through increased efficiency, better sales data management and
improved access to critical customer information," said Chantale
Boily, Director of Sales, ACTS.

Yves Morin, Director of Marketing at ACTS, further added,
"Cradle-to-grave customer data management was a very important
component of the ideal CRM solution for us.  We were particularly
pleased with Luxor CRM's flexibility.  Unlike other solutions,
Luxor CRM could adapt to the specific nature of how we do
business."

"Air Canada Technical Services is a world leader in aviation
Maintenance, Repair and Overhaul -- MRO, and as such is committed
to delivering exceptional service to its customers," said Lukas
Szczurowski, Atum Corporation's Sales and Channel Manager. "As a
Canadian-based company ourselves, we are delighted to provide a
made-in-Canada solution that will help Air Canada's MRO branch
meet its commercial goals."

Built by salespeople, for salespeople, Luxor CRM supports sales
departments through its intuitive interface design and powerful
features that can be easily customized to reflect each company's
unique work environment.  Using Luxor CRM's advanced
synchronization features, sales data is easily kept current
between a sales representative's Microsoft Outlook data and
Personal Digital Assistant -- PDA -- device.  This feature enables
sales representatives to have instant access to sales data no
matter where they are located, providing them with the knowledge
required to provide superior customer service to Air Canada
Technical Services' clientele.

                           Air Canada

Air Canada, together with its regional airline subsidiary, Air
Canada Jazz, provides scheduled and charter air transportation for
passengers and cargo to more than 150 destinations, vacation
packages to over 90 destinations, as well as ground handling,
training and maintenance services to other airlines.

Canada's flag carrier is recognized as a leader in the global air
transportation market by pursuing a strategy based on value-added
customer service, technical excellence and passenger safety. Air
Canada has been ranked as the world's safest airline in an
independent analysis by air safety consultants of more than 500
airlines using ten management and environment criteria.

                 Air Canada Technical Services

Air Canada Technical Services is a full service Maintenance,
Repair and Overhaul -- MRO --  provider with over 65 years of
experience.  In addition to serving Air Canada, ACTS provides
services in five maintenance categories: airframes, engines,
components, line and aircraft cabins to many of the world's
commercial airlines, leasing companies, MROs, military and OEMs.
Air Canada Technical Services operates six major maintenance base
centers located across Canada: in Halifax, Montreal, Toronto,
Winnipeg, Calgary and Vancouver. To find out more about our
complete range of MRO services, visit
http://www.aircanada.ca/acfamily/technical

                        Atum Corporation

Founded January 2000, the Atum Group of Companies is a leading
Canadian provider of e-business solutions that help companies to
streamline their processes and increase efficiency.  Atum is a
certified Microsoft Business Solutions Partner, with innovative
and scalable solutions that include ASP CRM solutions, network
security and administration, custom software and managed hosting.
For more information on Atum, see http://www.atum.com/ Luxor CRM
is designed and distributed by:

   Atum Corporation
   767 Creditstone Rd.
   Concord, Ontario L4K 4P5
   Phone (416) 410-8444
   Fax (416) 410-8999.
   http://www.luxorcrm.com/
   http://www.atum.com/

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.


ALLIANCE CAPITAL: Fitch Holds Junk Rating on $53M Class B Notes
---------------------------------------------------------------
Fitch Ratings upgrades two classes issued by Alliance Capital
Funding, LLC.  These rating actions are effective immediately:

   -- $89,748,020 class A-2 notes to 'A' from 'BBB';
   -- $52,122,888 class A-3 notes to 'A' from 'BBB';
   -- $53,000,000 class B notes remains at 'C'.

Alliance Capital Funding, a limited liability company that closed
on Aug. 15, 1998, is managed by Alliance Capital Management, L.P.
The fund was established to invest in a portfolio of primarily
corporate high-yield debt and a small portion of emerging market
debt.  Included in its review of Alliance Capital Funding, Fitch
discussed the current state of the portfolio with Alliance Capital
Management as well as their portfolio management strategy going
forward.

The upgrade on the class A-2 and A-3 notes reflects the combined
effects of deleveraging, significant realization of diverted
interest proceeds, gains achieved through calls at premiums and
the improved valuation on the credit impaired and defaulted assets
since the last rating action on April 30, 2003.  Since then, the
class A notes, which are pari passu for interest and principal,
have redeemed approximately $269 million (66%) of the original
note balance.  Approximately $8 million in diverted interest
proceeds contributed to the redemption of the class A notes.
While the portfolio has stabilized, the continuing failure of the
overcollateralization test will support further deleveraging.

Fitch will continue to monitor Alliance Capital Funding closely to
ensure accurate ratings.  For more information on the Fitch Vector
Model, see 'Global Rating Criteria for Collateralised Debt
Obligations', dated Aug. 1, 2003, available on Fitch's web site at
http://www.fitchratings.com/


AMCAST IND'L: Completes Sale of Aluminum Components Business
------------------------------------------------------------
Amcast Industrial Corporation (OTCBB:AICO) completed the sale of
the assets of its Aluminum Components business.  The sale was made
to Park-Ohio Holdings Corp. (Nasdaq:PKOH).

The sale included the operations of the Company's Wapakoneta,
Ohio; Richmond, Indiana and Cedarburg, Wisconsin plants.

On August 2, 2004, Amcast reported that it has completed the sale
of most of the assets of its Flow Control operation.  The sale was
made to a U.S. subsidiary of the Dutch group Aalberts Industries
N.V. (Amsterdam: AALB).

The sale included the businesses of Elkhart Plumbing (Elkhart,
Indiana & Fayetteville, Arkansas), Elkhart Industrial (Geneva,
Indiana), and Amcast Industrial Ltd. (Burlington, Ontario).

This asset sale was made in order to comply with provisions of the
Company's loan agreements.  The net proceeds of approximately
$54 million will be used to reduce debt.

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

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


AMERICA HIGH YIELD: Fitch Cuts $55.7M Class A-3 Rating to CC
------------------------------------------------------------
Fitch Ratings downgrades and removes from Rating Watch Negative
two classes of notes issued by PPM America High Yield CBO I
Company, Ltd., as follows:

   -- $212,323,496 class A-1 notes to 'BBB-' from 'AA-';
   -- $55,700,000 class A-3 notes to 'CC' from 'CCC+'.

Fitch also affirms these classes:

   -- $22,000,000 class A-2 notes 'AAA';
   -- $73,100,000 class B notes remain at 'C'.

PPM High Yield CBO I is a collateralized bond obligation -- CBO --
managed by PPM America, Inc., PPM High Yield CBO I closed on
March 2, 1999.  The notes issued by PPM High Yield CBO I are
supported by a portfolio primarily consisting of high yield
corporate bonds.

Over the past year the collateral has deteriorated.  The
overcollateralization -- OC -- ratio has declined to a level 65.3%
as of the July 16, 2004 trustee report.  The class A and class B
interest coverage -- IC -- ratios have also deteriorated to
128.11% and 70.8% respectively.  All OC and IC test are failing
the minimum required levels set by the indenture.

Despite the failing coverage tests, the priority of payments
dictates that the class A-3 and B notes will continue to receive
interest payments from interest collections and, if necessary,
principal collections before the class A-1 notes receive principal
toward redemption.  Due to swap counterparty payments and
deteriorating collateral, the interest collections alone on the
June payment date were not enough to satisfy the class B interest
due.  On the June 1, 2004 payment date, principal collections,
amounting to $1.22 million, were applied to pay class B interest.
The possibility of future diversion of principal collections to
pay interest on the class A-3 and B notes increases the credit
risk to the class A-1 notes.

There is a structural feature called the Interest Default Test,
which, if activated, would divert interest payments away from the
class A-3 and B notes towards the redemption of the class A-1
notes.  The test would require that either the Cumulative Default
Level reach 54% or the Current Default Percentage reach 8%.  As of
July 16, 2004 trustee report the Cumulative Default Level was
25.6% and the Current Default Percentage 0%.  Given the current
thresholds, it is unlikely that Interest Default Test will be
activated.

The class A-2 accreting notes were defeased with a United States
treasury instrument maturing on May 15, 2011.  The 'AAA' rating on
the class A-2 notes reflects the treasury strip rating
collateralizing the notes.

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates going forward relative to the minimum cumulative
default rates required for the rated liabilities.  For more
information on the Fitch Vector Model, see 'Global Rating Criteria
for Collateralised Debt Obligations', dated Aug. 1, 2003 and
available on the Fitch Ratings web site at
http://www.fitchratings.com/ As a result of this analysis, Fitch
has determined that the current ratings assigned to the class A-1
and A-3 notes no longer reflect the current risk to noteholders.


ANTARES FUNDING: Fitch's Raises Rating on $19.9M Class E Notes
--------------------------------------------------------------
Fitch Ratings upgrades five classes of notes issued by Antares
Funding, LP.  These affirmations are the result of Fitch's review
process.  These rating actions are effective immediately:

   -- $28,500,000 class C-1 third priority senior secured notes to
      'BBB' from 'BB+';

   -- $15,000,000 class C-2 third priority senior secured notes to
      'BBB' from 'BB+';

   -- $24,026,302 class D-1 fourth priority senior secured notes
      to 'BB' from 'B-';

   -- $14,133,119 class D-2 fourth priority senior secured notes
      to 'BB' from 'B-';

   -- $19,968,518 class E subordinated secured notes upgraded from
      to 'B-' from 'CCC+'.

The rating of the class C and D notes addresses the likelihood
that investors will receive ultimate and compensating interest
payments, as well as the stated balance of principal by the final
payment date.  The rating of the class E notes addresses the
likelihood that investors will receive their original investment
amount by the final payment date.  To date, the class E notes have
received total distributions of approximately 52% of the original
class E note balance.  Fitch does not rate the class A or B notes
issued by Antares Funding.

Antares is a collateralized debt obligation -- CDO -- managed by
Antares Capital Corp. that closed Dec. 14, 1999.  Antares Funding
was established to issue approximately $600 million in debt and
equity securities and invest the proceeds in a portfolio of
predominantly high-yield bank loans, middle market loans and
bonds.  As of the Aug. 2, 2004 trustee report, approximately 77%
of the portfolio consisted of senior secured loans and bonds, 18%
senior unsecured loans and bonds and the remaining 5% in
subordinated and structure finance securities.  Included in this
review, Fitch discussed the current state of the portfolio with
the asset manager and their portfolio management strategy going
forward.  In addition, Fitch conducted cash flow modeling
utilizing various default timing and interest rate scenarios.

Since the last rating action on July 10, 2003, the collateral has
continued to improve.  During the time of the last rating action
all four overcollateralization -- OC -- tests were failing.  Due
to the failing OC tests and the build up of cash, Antares redeemed
approximately $61 million of class A notes and nearly $1 million
in class D notes.  If any OC test is failing, Antares
discretionary trading is not permitted. As a result, the cash
account increased significantly, reaching a high of $104 million.
On the June 14, 2004 payment date, Antares began passing all of
its coverage tests and trading was reinstated.  Since then,
Antares has reinvested approximately $80 million in new assets.

As of the most recent trustee report dated July 20, 2004, all OC
and interest coverage tests are passing.  The class A OC test has
increased from 132.14% to 139.20% compared to a trigger of 132.6%.
The weighted average rating increased slightly from 'B-' to 'B-
/B'. Assets rated 'CCC' and below have decreased significantly
from 21.6% to 13.5%.

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates going forward relative to the minimum cumulative
default rates required for the rated liabilities.  For more
information on the Fitch Vector Model, see 'Global Rating Criteria
for Collateralised Debt Obligations', dated Aug. 1, 2003 and
available on the Fitch Ratings web site at
http://www.fitchratings.com As a result of this analysis, Fitch
has determined that the current ratings assigned to the class C-1,
C-2, D-1, D-2 and E notes no longer reflect the current risk to
noteholders, and has subsequently improved over the past year.


ASPECT COMMUNICATIONS: Withdraws Public Common Stock Offering
-------------------------------------------------------------
Aspect Communications Corporation (Nasdaq: ASPT), a leading
provider of enterprise customer contact solutions, has applied for
withdrawal of the registration statement previously filed with the
Securities and Exchange Commission for a public offering of its
common stock by the company and certain selling shareholders.

"Given the changes in the market experienced during the past
several months, we have concluded that it is not in the best
interests of Aspect and its shareholders to proceed with the
offering at this time," said Gary Barnett, Aspect's president and
chief executive officer.

                    About Aspect Communications

Aspect Communications Corporation is a leading provider of contact
center solutions and services that enable businesses to manage and
optimize customer communications.  Aspect's global customer base
includes more than two-thirds of the Fortune 50 and leading
corporations in a range of industries, including transportation,
financial services, insurance, telecommunications, retail and
outsourcing, as well as large government agencies.  The company's
leadership is based on 18 years of expertise.  Aspect is
headquartered in San Jose, California, with 24 offices in 11
countries
around the world.

                         *     *     *

As reported in the Troubled Company Reporter's May 19, 2004
edition, Standard & Poor's Ratings Services raised its corporate
credit rating on San Jose, California-based Aspect Communications
Corp to 'B+' from 'B'.  The outlook is stable.

"The rating action is based on a strengthened financial profile
following several quarters of improved profitability and free
operating cash flow generation resulting from cost cutting
actions.  The company has also recently refinanced its funded
debt, pushing maturities out until 2007," said Standard & Poor's
credit analyst Ben Bubeck.  The ratings on Aspect Communications
Corp reflect a limited revenue base and an inconsistent earnings
record, combined with a difficult IT spending environment.  These
factors are partially offset by improved cost controls that have
restored profitability and adequate financial flexibility.


BOMBORA HOUSE INC: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Bombora House Inc.
        25 Ninth Avenue
        New York, New York 10014

Bankruptcy Case No.: 04-15540

Type of Business: The Debtor owns a lease for premises located
                  at 25 Ninth Avenue in Manhattan. The
                  Premises consist of four interconnected
                  buildings of three floors plus a basement.

Chapter 11 Petition Date: August 23, 2004

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Kristin Angelino, Esq.
                  Hofheimer Gartlir & Gross, LLP
                  530 Fifth Avenue
                  New York, New York 10036
                  Tel: (212) 818-9000
                  Fax: (212) 869-4930

Total Assets: $1,044,500

Total Debts: $338,070

Debtor's 7 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Melinda Brown                 Loans to corporation      $157,000

Tom Colicchio                                            $52,570

25 Ninth Avenue Corporation   Value of Security:         $45,000

Steven Sperber, Esq.          Legal services             $35,000

Patricia Brown                Loans to corporation       $30,000

Alf Naman                     Services rendered          $15,000

Con Edison Cooper Station     Gas and electric            $3,500
                              Services


BREUNERS HOME: Employs Alixpartners as Claims & Noticing Agent
--------------------------------------------------------------
Breuners Home Furnishings Corp., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to employ Alixpartners, LLC as their claims and noticing agent.

The Debtors estimate that there are several thousand known
creditors and several thousand more potential creditors, former
employees, equity holders and other parties-in-interest who are
expected to file proofs of claim in their cases.

Alixpartners will:

    a) prepare and serve required notices in these chapter 11
       cases;

    b) file with the Clerk's Office a certificate or affidavit
       of service that includes a copy of the notice served, an
       alphabetical list of persons on whom the notice was
       served, along with their addresses and the date and
       manner of service;

    c) maintain copies of all proofs of claim and proofs of
       interest filed in this case;

    d) maintain official claims registers in these cases by
       docketing all proofs of claim and proofs of interest in a
       claims database;

    e) implement necessary security measures to ensure the
       completeness and integrity of all claims register;

    f) transmit to the Clerk's Office a copy of the claims
       register on a weekly basis, unless requested by the
       Clerk's Office on a more or less frequent basis;

    g) maintain an up-to-date mailing list for all entities that
       have files proofs of claim or proofs of interest and make
       such list available upon request to the Clerk's Office or
       any party in interest;

    h) provide access to the public for examination of copies of
       the proofs of claim or proofs of interest filed in this
       case without charge during regular business hours;

    i) record all transfers of claims pursuant to Federal Rule
       of Bankruptcy Procedure 3001(e);

    j) comply with applicable federal, state, municipal and
       local statutes, ordinances, rules, regulations, orders
       and other requirements;

    k) provide temporary employees to process claims as
       necessary;

    l) promptly comply with such further conditions and
       requirements as the Clerk's Office or the Court may at
       any time prescribe; and

    m) provide such other claims processing, noticing, balloting
       and related administrative services, as may be requested
       periodically by the Debtors.

The Debtors will pay Alixpartners a $25,000 retainer.  The
professionals who will render services to the Debtors and their
current hourly rates are:

                Designation                 Rates
                -----------                 -----
                Principals                  $405
                Senior Associates            325
                Associates                   275
                Accountants and Consultants  225
                Analysts                     165
                Paraprofessionals            105

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


BRIAZZ, INC.: Unsecured Creditors' Committee Dissolves
------------------------------------------------------
Ilene Lashinsky, the U.S. Trustee for Region 18 tells the U.S.
Bankruptcy Court for the Western District of Washington at Seattle
that the Official Unsecured Creditors Committee in Briaz, Inc.'s
chapter 11 case has dissolved.

Ms. Lashinsky reports that Bargreen Ellingson, Inc., resigned from
the Committee effective July 17, 2004, leaving the Committee with
only one member.  With no other creditors willing to serve, Ms.
Lashinsky withdrew her notice of appointment.

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
(Bankr. W.D. Wash. Case No. 04-17701) on June 7, 2004.  Cynthia A.
Kuno, Esq., and J. Todd Tracy, Esq., at Crocker Kuno Ostrovsky
LLC, represent the Company in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
$5,400,000 in assets and $12,200,000 in liabilities.


BROADBAND WIRELESS: Clarifies Nasdaq Trading Status
---------------------------------------------------
Broadband Wireless International Corporation (OTCBB:BBANE)
revealed that on Thursday, August 19, 2004, the company filed its
annual report with the SEC on Form 10-KSB for the year ending
March 31, 2004.  The cut off time with NASDAQ on the final day of
filing is 5:30 Eastern Standard Time.

The company's 10KSB was filed prior to that time, however the
daily list announcing the deletions, additions and changes in
trading status had been released before the deadline.  Once the
report was filed, the company contacted NASDAQ, informed them of
the on time filing and provided them with the Edgar acceptance
codes.

The Company verified with NASDAQ's OTCC Compliance desk this
morning that the Company will be reinstated to the Bulletin Board
tomorrow morning as BBANE.  The "E" will be removed once the
Company files its June 30 10QSB.  They anticipate the 10Q will be
filed by Monday August 30, 2004.

The Company also reported in an 8k filing last Thursday, that
Shelly International CPA, of Mesa, Arizona, has been named the new
auditor of record for the Company.

"With our strong new management team, financial staff and our new
auditor (who is approved by PACBOA) all future filings for the
company will be on time," stated Michael Williams, Chairman of the
Board.

Additionally, the company announced that a special shareholders
meeting will take place in Las Vegas, Nevada; tentatively
scheduled for the end of September.  The actual date will be
announced later once the proxy statement is ready to be filed.

      About Broadband Wireless International Corporation

Broadband Wireless International Corporation is a diversified
holding company and is moving into a wide variety of investments
that are intended to generate positive cash flow for the
corporation, interest in additional companies and dividends for
the shareholders.  The company currently holds interests in the
entertainment industry and Broadband/ISP services.

                       *     *     *

As reported in the Troubled Company Reporter's May 7,2004 edition,
Broadband Wireless International Corporation announced that the
corporation has emerged completely from its bankruptcy (it had
been operating under a confirmed plan since July 30, 2002) and is
now free to consider proposals from potential financiers as well
as substantial business opportunities.  The corporation has been
under Chapter 11 in the United States Bankruptcy Court Western
District of Oklahoma since December of 2001.


BURLINGTON: BII Trust Wants More Time to Serve Foreign Defendants
-----------------------------------------------------------------
The BII Distribution Trust, as representative of the Chapter 11
estates of Burlington Industries, Inc., and certain of its
domestic subsidiaries, asks the U.S. Bankruptcy Court for the
District of Delaware to further extend by an additional 60 days
the time within which it may effect service of original process in
the adversary proceedings filed against 18 defendants within any
judicial district of the United States or foreign country.

The 18 Defendants are:
                                                     Adversary
   Defendant                                       Proceeding No.
   ---------                                       --------------
   A Dewavrin Segard                                  03-58499
   The Bacova Guild, Ltd.                             03-58527
   Birs, Inc.                                         03-58530
   Elders Wool International                          03-58574
   Fibertex A/S                                       03-58533
   Fox & Lillie                                       03-58540
   The Hippage Company, Incorporated                  03-58637
   Internat'l Garment Processors & Finishers          03-58586
   Ira L. Griffin Sons, Inc.                          03-58547
   Lempriere Australia                                03-58559
   M.S. Carriers, Inc.                                03-58632
   Martelli Lavorazioni Tesseli S.p.A.                03-58566
   Relocation Resources International, Inc.           03-58641
   Saurer, Inc., successor to American Barmag         03-58506
   Staple Cotton Co-Operative Association             03-58635
   Staubli Corporation                                03-58636
   Welcome Industrial                                 03-58605
   XL Adhesives, LLC, d/b/a XL Flooring               03-58623

Etta R. Wolfe, Esq., at Richards Layton & Finger, P.A., in
Wilmington, Delaware, explains that the Trust was required to
commence adversary proceedings on November 12, 2003, to avoid the
preclusive effect of the two-year statute of limitations to
commence avoidance actions.  After filing its complaint and
initiating the Adversary Proceedings, the Trust attempted service
at the last known address for each Defendant.

However, certain of the addresses appear to be no longer valid.
In addition, the Defendants either have:

   -- formally or informally contested service of process;

   -- not formally acknowledged that both process and service of
      process were proper; or

   -- not acknowledged that they are the proper defendants.

The Trust has been working with the Defendants in an attempt to
determine if the matters can be resolved without the recourse to
further litigation.  The Trust extended many of the Defendant's
time to respond to the Complaints pending the parties' continuing
discussions.  According to Ms. Wolfe, it is still not known
whether certain of the Defendants intend to contest service of
process or its sufficiency.

Ms. Wolfe also notes that certain of the Defendants are foreign
corporations.  Additional time is necessary to serve those
Defendants pursuant to the Hague Convention of November 15, 1965
on the Service Abroad of Judicial and Extrajudicial Documents in
Civil or Commercial Matters or otherwise.

The Trust has spent, and continues to spend, a significant amount
of time researching and responding to the Adversary Proceedings
and other service related issues.  Ms. Wolfe maintains that the
Trust has acted and continues to act reasonably and
expeditiously.

If the Complaints are not served timely and the Adversary
Proceedings are dismissed, the Trust would be barred by the
statute of limitations from re-filing the Complaints and would
not have any chance to recover on these causes of action for the
benefit of the Debtors' estates.  That would be unfair to those
who may benefit from any recovery in the Adversary Proceedings,
Ms. Wolfe tells Judge Rosenthal.

Headquartered in Greensboro, North Carolina, Burlington
Industries, Inc. -- http://www.burlington-ind.com/-- is one of
the world's largest and most diversified manufacturers of soft
goods for apparel and interior furnishings.  The Company filed for
chapter 11 protection in November 15, 2001 (Bankr. Del. Case No.
01-11282).  Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger One Rodney Square, and David G. Heiman, Esq., and Richard
M. Cieri, Esq., at Jones, Day, Reaves & Pogue North Point
represent the Debtors in their restructuring efforts.  Burlington
Reorganization Plan confirmed on October 30, 2003 was declared
effective on November 10, 2003. (Burlington Bankruptcy News, Issue
No. 53; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CANADA PAYPHONE: Creditors to Meet Friday on Globalive Proposal
---------------------------------------------------------------
Following the acceptance by the directors of Canada Payphone
Corporation of the proposal from Globalive Communications, Inc.,
to acquire the Corporation announced on August 18, 2004, the
directors of Canada Payphone Corporation accepted a request from
Globalive Communications, Inc., to advance the date of the
creditors' meeting from September 16, 2004 to August 27, 2004.
The Superior Court of Quebec approved this request on
August 20, 2004.

               About Canada Payphone Corporation

Canada Payphone Corporation is Canada's leading competitive
payphone service provider.  Over the past few years, Canada
Payphone has played an instrumental role in the deregulation of
the competitive payphone industry and continues to create exciting
business opportunities in the new era of public access
communications.

In 1999, Canada Payphone began installing payphones across Canada.
An experienced telecommunications team and the latest advancements
in payphone technology provide Canada Payphone's customers with
superior service and reliability.

Canada Payphone Corporation is currently registered in the TSX
Venture Exchange under the symbol 'CPY'.

              About Globalive Communications, Inc.

Globalive Communications is a leading provider of
telecommunications solutions to niche markets.  Globalive heads
the market in hospitality operator services, audio and web
conferencing, VoIP Communications services, billing and clearing
of call records and low-cost long distance calling.  Visit
http://www.globalive.com/


CANADA PAYPHONE: Trading on TSX Exchange Resumed This Week
----------------------------------------------------------
Canada Payphone Corporation, a TSX Venture Tier 2 Company, resumed
trading at the TSX Venture Exchange effective at 9:00 a.m., PST,
August 23, 2004.  An announcement was made over Vancouver Market
News.

               About Canada Payphone Corporation

Canada Payphone Corporation is Canada's leading competitive
payphone service provider.  Over the past few years, Canada
Payphone has played an instrumental role in the deregulation of
the competitive payphone industry and continues to create exciting
business opportunities in the new era of public access
communications.

In 1999, Canada Payphone began installing payphones across Canada.
An experienced telecommunications team and the latest advancements
in payphone technology provide Canada Payphone's customers with
superior service and reliability.

Canada Payphone is restructuring its operations and finances
through the administration of the Superior Court of Quebec under
the Companies' Creditors Arrangement Act.

Canada Payphone's creditors are scheduled to meet this Friday to
discuss the proposal of Globalive Communications, Inc., to acquire
Canada Payphone.

Canada Payphone Corporation is currently registered in the TSX
Venture Exchange under the symbol 'CPY'.


CATHOLIC CHURCH: Wants to Hire KPMG as Accountants & Advisors
-------------------------------------------------------------
The Archdiocese of Portland in Oregon asks the United States
Bankruptcy Court for the District of Oregon for permission to
employ KPMG, LLP, as accountants, tax advisors and financial
advisors in its Chapter 11 case.  The Debtor selected KPMG because
of the firm's diverse experience and extensive knowledge in the
fields of accounting, taxation and bankruptcy.

As the Debtor's accountants, tax advisors and financial advisors,
KPMG will provide:

   (a) Accounting Services

       -- Audit and review examinations of the Debtor's financial
          statements as may be required from time to time;

       -- Analysis of accounting issues and advice to the
          Debtor's management regarding the proper accounting
          treatment of events;

       -- Assistance in the preparation and filing of the
          Debtor's financial statements and disclosure documents
          required by the loan covenants, etc.; and

       -- Performance of other accounting services for the Debtor
          as may be necessary or desirable;

   (b) Tax Advisory Services

       -- Review of, and assistance in the preparation and filing
          of, any tax returns required to be filed;

       -- Advice and assistance to the Debtor regarding tax
          planning issues;

       -- Assistance regarding tax matters related to the
          Debtor's pension plans;

       -- Other consulting, advice, research, planning or
          analysis regarding tax issues as may be requested from
          time to time; and

   (c) Financial Advisory Services

       -- Assistance in the preparation and review of reports or
          filings as required by the Bankruptcy Court or the
          Office of the United States Trustee, including, but not
          limited to, schedules of assets and liabilities,
          statement of financial affairs, and monthly operating
          reports;

       -- Review of, and assistance in the preparation of,
          financial information for distribution to creditors and
          other parties-in-interest, including, but not limited
          to, analyses of cash receipts and disbursements,
          financial statement items and proposed transactions for
          which Bankruptcy Court approval is sought;

       -- Assistance with analysis, tracking and reporting
          regarding cash collateral and DIP financing
          arrangements and budgets;

       -- Assistance with implementation of bankruptcy accounting
          procedures as required by the Bankruptcy Code and
          generally accepted accounting principles, including,
          but not limited to, Statement of Position 90-7;

       -- Evaluation of potential employee retention and
          severance plans;

       -- Assistance with identifying and implementing potential
          cost containment opportunities;

       -- Assistance with identifying and implementing potential
          asset redeployment opportunities;

       -- Analysis of assumption and rejection issues regarding
          executory contracts and leases;

       -- Assistance in preparing business plans and analyzing
          the Debtor's financial condition;

       -- Assistance in evaluating reorganization strategy and
          alternatives available to the Debtor;

       -- Review and critique of the Debtor's financial
          projections and assumptions;

       -- Assistance to the Debtor in development of enterprise,
          asset and liquidation valuations;

       -- Assistance in preparing documents necessary for
          confirmation, including, but not limited to, financial
          and other information contained in the plan of
          reorganization and disclosure statement;

       -- Advice and assistance to the Debtor in negotiations and
          meetings with bank lenders, creditors and any formal or
          informal committees;

       -- Advice and assistance on the tax consequences of
          proposed plans of reorganization;

       -- Assistance with claims resolution procedures,
          including, but not limited to, analyses of creditors'
          claims by type and entity and claims estimation
          procedures;

       -- Forensic investigation, litigation consulting and
          expert witness testimony regarding avoidance actions or
          other matters; and

       -- Other functions as requested by the Debtor or its
          counsel to assist the Debtor in its business and
          reorganization.

Leonard E. Vuylsteke, Director of Financial Services of the
Archdiocese of Portland in Oregon, tells the Court that the
Debtor employed KPMG as auditors and tax advisors since 2001.  By
virtue of its prior engagement, KPMG is familiar with the books,
records, financial information and other data maintained by the
Debtor, and is qualified to continue to provide accounting and tax
advisory services.

In addition, the Debtor needs help in collecting, analyzing and
presenting accounting, financial and other information in relation
to its Chapter 11 case.  KPMG has considerable experience with
rendering financial advisory services to debtors and other parties
in numerous Chapter 11 cases.

The Debtor will pay KPMG based on the firm's normal and customary
hourly rates:

A. Accounting and Tax Advisory Services

   Partners                                $360
   Directors/Senior Managers/Managers       265
   Senior/Staff Accountants                 150

   If KPMG performs audit services related to the June 30, 2004
   financial statements, the firm's fees are estimated to be
   $50,000, with the exception of any incremental audit
   procedures related to, or resulting from litigation or
   bankruptcy, which will be separately identified and billed
   according to the firm's rates.

B. Financial Advisory Services

   Partners                              $590 - 650
   Directors                              480 - 570
   Managers                               390 - 450
   Senior Associates                      300 - 360
   Associates                             190 - 270
   Paraprofessionals                            140

   KPMG will apply a 30% discount to its fees with respect to
   financial advisory services.

KPMG will also be reimbursed for necessary expenses incurred.

Rebecca L. Graham, a partner at KPMG, assures the Court that the
firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.  KPMG holds no interest
adverse to the Debtor's estate.

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)


CHAS COAL: Gets Final Court Nod to Obtain DIP Financing
-------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky,
London Division, gave its final nod to Chas Coal, LLC, to obtain
Debtor-In-Possession Financing from Citizens Bank & Trust Co. of
Jackson, Kentucky and People's Bank & Trust Company of Hazard,
Kentucky.

The Debtor owed the Banks $2,913,842 when it sought chapter 11
protection.  The Debtor further acknowledges that:

   (a) the Prepetition Loans are valid, binding and enforceable
       agreements and obligations of the Debtor,

   (b) the security interests and liens granted to or for the
       benefit of the Lenders upon the Prepetition Collateral
       are valid, perfected, senior to all other security
       interests and liens upon the Prepetition Collateral and
       are enforceable and non-avoidable, and

   (c) all of the Prepetition Debt owed to Lenders constitute
       allowable claims against the Debtor and are valid,
       enforceable and non-avoidable.

The Court finds that the Debtor is unable to obtain unsecured
credit for working capital as an administrative expense in
sufficient amounts to maintain its idle status, much less operate
its business.

Without the DIP Financing, the Debtor will not have the funds
necessary to pay its payroll, payroll taxes, insurance, utilities,
overhead and other expenses necessary to maintain the idle status
of the Debtors' business and preserve the Debtors' assets and
properties.  The Court permits the Debtor to use the funds only to
pay these items.

The Debtor's expenditures will not exceed an aggregate cap of
$129,400 without written consent from the Lenders before any
expenditure is made.

As adequate protection for any diminution in the value of the
Prepetition Collateral and to secure the prompt payment and
performance of all of the Debtor's obligations under any DIP
Loans, the Lenders are granted perfected security interests and
liens superior to all other creditors in and upon all of the
existing and future assets and properties.

Headquartered in London, Kentucky, Chas Coal, LLC --
http://www.chascoal.com/-- is mines, processes and sells high
quality, low sulfur Eastern Kentucky coal.  The Company filed for
chapter 11 protection on June 17, 2004 (Bankr. E.D. Ky. Case No.
04-60972).  Robert Gregory Lathram, Esq., in London, Kentucky,
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$28,080,624 in total assets and $8,601,895 in total debts.


COEUR D'ALENE: Commences Formal Offer to All Wheaton Shareholders
-----------------------------------------------------------------
Coeur d'Alene Mines Corporation (NYSE: CDE) formally commenced its
offer to purchase all of the outstanding common shares of Wheaton
River Minerals Ltd. (TSX: WRM, Amex: WHT).  Coeur's offer, which
is being mailed simultaneously to all Wheaton River shareholders,
is open for acceptance until 5:00 pm (EST) on September 30, 2004.

Dennis E. Wheeler, Chairman and Chief Executive Officer of Coeur,
stated, "We are pleased to make this significant premium offer to
all shareholders of Wheaton River.  The combination of Coeur and
Wheaton River will create the newest global leader in the precious
metals industry with the scale and operating expertise to maximize
the value of its portfolio of properties.  This transaction offers
Wheaton River shareholders a substantial premium immediately,
while also providing a solid platform for future growth.  The
combined Coeur-Wheaton River will be the world's leading silver
producer, a major gold producer and the fourth largest precious
metals company in North America.  Additionally, the combined
company will have four growth projects in Alaska, Bolivia, Brazil,
and Mexico that will significantly add to the company's gold and
silver production in the near-term.  We are fully committed to
completing our acquisition so that we can begin to deliver the
benefits of the combination to all shareholders."

                       Superior Value

Coeur's offer provides Wheaton River shareholders with:

   -- A premium of 38% over Wheaton River's closing stock price on
      May 27, 2004, the date of Coeur's initial proposal;

   -- A total value of Cdn$4.29 per Wheaton River share in cash
      and Coeur common stock, representing a premium of 16% over
      Wheaton River's closing stock price of Cdn$3.70 per share on
      August 20, 2004;(1)

   -- A minimum of Cdn$1.00 per share in cash, representing 23% of
      the total offer consideration.

                    Strategic Benefits

The combined Coeur-Wheaton River will be:

   -- North America's fourth largest precious metals company with
      proven operating expertise;

   -- A leading gold producer and the world's leading primary
      silver producer with approximately 22 million ounces of
      annual production;

   -- Among the world's most liquid publicly-traded precious
      metals mining companies with expected listings on both the
      NYSE and TSX;

   -- One of the fastest growing precious metals companies with
      four growth projects including Amapari (Brazil), Kensington
      (Alaska), Los Filos (Mexico) and San Bartolome (Bolivia);

   -- Highly leveraged to commodity prices with completely
      unhedged production; and

   -- Financially powerful with strong free cash flow generation,
      a strong balance sheet, and enhanced access to capital
      markets.

                            Terms

Under Coeur's offer, Wheaton River shareholders may elect to
receive for each common share of Wheaton River tendered:

   -- Up to Cdn$5.47 in cash, subject to proration if Wheaton
      River shareholders request, in the aggregate, more than
      Cdn$570 million; or

   -- 0.796 shares of the Coeur common stock; or

   -- 0.796 exchangeable shares of a Canadian subsidiary of Coeur,
      which are exchangeable, upon the terms described in the
      offer documents, for common stock of Coeur on a one-for-one
      basis.

Assuming all Wheaton River shareholders elect to receive cash,
shareholders would receive per share consideration of Cdn$1.00 in
cash and 0.650 Coeur shares.

   (1) Assuming 568,220,638 Wheaton River common shares are
       outstanding as of May 27, 2004, the date Coeur initially
       announced its proposal, and that holders of all of those
       shares elect to receive cash, proration would result in per
       share consideration of Cdn$1.00 in cash and 0.650 Coeur
       shares, or a total of Cdn$4.27 per Wheaton River share
       based upon closing stock prices on August 20, 2004 and a
       currency exchange rate of Cdn$0.77 per US$.

Coeur intends to acquire all Wheaton River common shares.  On the
completion of the tender offer, Coeur intends to implement a
subsequent acquisition transaction that would result in the
acquisition of any shares not acquired pursuant to the tender
offer.  Coeur anticipates that following the completion of this
subsequent acquisition transaction, the holders of Wheaton
River warrants would have the right to receive exchangeable shares
upon the exercise of the warrants.  The exercise price of the
warrants would be adjusted, in accordance with the terms of the
warrants, based on the exchange ratio used in the subsequent
acquisition transaction.  Coeur currently anticipates that the
exchange ratio used in that subsequent acquisition transaction
would be the same ratio as used in the tender offer.  Coeur
currently intends to maintain the listing of the warrants on the
TSX and AMEX.

CIBC World Markets Inc. and J.P. Morgan Securities Inc. are
serving as dealer managers for the offer.  In Canada, a soliciting
dealer's fee will be paid by Coeur as described in the offer to
purchase.  Wheaton River shareholders can get more information
about the offer by contacting MacKenzie Partners, Inc., which is
serving as information agent.

Coeur's tender offer is subject to customary conditions,
including:

   (i) the tender of at least 66-2/3% of the issued and
       outstanding Wheaton River common shares;

  (ii) the approval by Coeur shareholders of certain matters
       related to the transaction, including the issuance of
       shares of New Coeur stock in the transaction;

(iii) receipt of all necessary regulatory approvals; and

  (iv) the absence of any material adverse change relating to
       Wheaton River.

As previously reported in the Troubled Company Reporter, on June
23, 2004, Coeur d'Alene Mines Corporation would be making a tender
offer to acquire all outstanding shares of Wheaton River Minerals
Ltd. (TSX:WRM) (AMEX:WHT).  On July 13, 2004, Coeur issued a press
release announcing that it had mailed its tender offer documents
to Wheaton shareholders.  The press release failed to disclose
that Coeur's tender offer was not made to Wheaton's Canadian
shareholders.  On July 14, 2004, at the request of the British
Columbia Securities Commission, Coeur issued a press release
correcting that announcement by announcing that the tender offer
had only been made to Wheaton shareholders in the United States
and that Coeur would be making an offer to Wheaton's Canadian
shareholders "shortly".  Thirty-two days have passed since Coeur
announced that it would be making a tender offer to all Wheaton
shareholders and thirteen days have passed since the commencement
of Coeur's tender offer in the United States only and no offer has
yet been made by Coeur to Wheaton's Canadian shareholders.  By
making the offer only to Wheaton shareholders in the United
States, Coeur has created confusion among the Wheaton shareholders
and the investing public.

                      About Coeur d'Alene

Coeur d'Alene Mines Corporation is the world's largest primary
silver producer, as well as a significant, low-cost producer of
gold.  The Company has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile and Bolivia.

                         *     *     *

As reported in the Troubled Company Reporter on June 3, 2004,
Standard & Poor's Ratings Services placed its B- corporate credit
and senior unsecured debt ratings on Coeur D'Alene Mines Corp. on
CreditWatch with positive implications following the company's
announcement that it intends to acquire precious metals mining
company Wheaton River Minerals Ltd. in a stock and cash
transaction valued at approximately $1.8 billion.

"The CreditWatch action reflects what is likely to be a
meaningful improvement in Coeur's business and financial
profile upon the successful acquisition of lower-cost producer
Wheaton," said Standard & Poor's credit analyst Paul Vastola.
Standard & Poor's expects that its ratings on Coeur would likely
be raised several notches.  Standard & Poor's will continue to
monitor the transaction for any potential revisions to the deal.
The deal remains subject to several conditions and is expected to
close by Sept. 30, 2004.


CONCENTRA OPERATING: Amends Sr. Term Loans to Reduce Interest Rate
------------------------------------------------------------------
Concentra Operating Corporation has successfully amended the
Company's Senior Credit Facility to reduce the effective interest
rate on borrowings under that facility and to extend its maturity
by one year to 2010.  The primary rate of interest on term loans
under this amended facility has been reduced to LIBOR plus 250
basis points.  At June 30, 2004, the total amount outstanding
under the Senior Credit Facility was $401,475,000.

Additionally, the Company completed the redemption of all of its
remaining 13% Senior Subordinated Notes, with a principal amount
of $27,579,000, effective August 16, 2004.  In connection with
this transaction, the Company also paid a redemption premium
totaling $1,793,000.

As a result of these transactions, Concentra expects that its
future interest expense will decline by approximately $7,900,000
annually, based on current interest rate levels.

                        About Concentra

Concentra Operating Corporation, a wholly owned subsidiary of
Concentra Inc., is the comprehensive outsource solution for
containing healthcare and disability costs.  Serving the
occupational, auto and group healthcare markets, Concentra
provides employers, insurers and payors with a series of
integrated services which include employment-related injury and
occupational health care, in-network and out-of-network medical
claims review and repricing, access to specialized preferred
provider organizations, first notice of loss services, case
management and other cost containment services.  Concentra
provides its services to over 123,200 employer locations and 3,500
insurance companies, health plans and third party administrators
nationwide.

At June 30, 2004, Concentra Operating's balance sheet shows a
$40,185,000 stockholders' deficit.  At December 31, 2004, the
company's balance sheet showed $44,010,000 in positive
stockholders' equity.  Long-term debt increased by nearly $80
million since Dec. 31.


DIAMOND TRIUMPH: Moody's Junks $79.8M Senior Unsecured Notes
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Diamond
Triumph Auto Glass, Inc., based upon concerns regarding the
company's weakening cash flow from operations, marginal cash
interest coverage, and limited liquidity after factoring in the
1.5x EBITDA borrowing base constraint within the company's current
credit agreement.  The rating outlook is stable.

Moody's took these specific rating actions:

   -- Downgrade to Caa1, from B3, of Diamond's $79.8 million of
      remaining 9.25% senior unsecured notes due April 2008;

   -- Downgrade to B3, from B2, of Diamond's senior implied
      rating;

   -- Downgrade to Caa1, from B3, of Diamond's senior unsecured
      issuer rating.

The company also has in place a $25 million asset based revolving
credit facility that is not rated by Moody's.

The rating downgrades reflect Moody's concerns regarding the high
degree of excess capacity within the automotive glass replacement
and repair industry, which has been experiencing a significant
degree of price compression and discounting off the industry-
recognized standard price specifications established each year by
National Auto Glass Specifications -- NAGS.  NAGS is an
independent third party that publishes suggested list prices for
auto glass repair services and sets recognized benchmarks for the
glass industry and automotive insurers.  While NAGS price
adjustments reportedly reflect actual declines in the material
cost of automotive glass, Diamond has been unable to fully adjust
its cost structure downward in line with the NAGS retreat in
average selling prices over the past two years due to the
inability to adjust the standard pricing for the cost of local
labor and other qualitative factors.  Largely as a result of these
industry dynamics, Diamond's revenue per installed unit declined
year-over-year by 4.7% in 2003 and by 3.1% in the first half of
2004.  Whereas Diamond had historically followed an aggressive
service center expansion program to establish a national
footprint, the company is now rationalizing costs at unprofitable
branches, opening only a limited number of new branches, and
expanding the radius of mobile unit coverage.  Demand for auto
glass repair services tends to be highly dependent upon optimal
weather conditions contributing to damage to automotive glass, the
number of miles driven, and the number of new and used car sales.

As a result of these factors, the quality of Diamond's operating
cash flow generation has deteriorated and EBIT coverage of cash
interest now hovers around 1.0x.  Over the past year the company
has notably relied upon unsustainable contraction of working
capital and lower capital expenditures to supply the majority of
its cash flow available for debt service.  Cost increases for
fuel, health care and insurance, and installer wages have all
exerted downward pressure on operating margins.  The company
repurchased approximately $20 million face value of senior notes
on the open market in 2002 and 2003 at an average discount of 17%,
but total debt/EBITDA leverage has not improved due to weaker
operating performance.  Diamond's "cash plus effective revolving
credit" availability of $10.5 million at June 30, 2004 is
currently adequate, but liquidity is quite vulnerable to
additional deterioration of the company's operating performance
due the 1.5x EBITDA limitation within the borrowing base
calculation supporting revolver borrowings.  The company received
a waiver to its violation of the minimum EBITDA covenant for the
period ended March 2004, but still faces future challenges from
this covenant test.  An unexpected adverse resolution to the
company's current appeal of an IRS ruling relating to the tax
deductibility of goodwill that was created upon the company's 1998
leveraged buyout transaction also presents a risk to future
liquidity.  The impact of lost sales associated with the ongoing
litigation with Safelite is already reflected within the LTM
results.  However the suit represents another distraction for
management.

The ratings and stable outlook more favorably reflect that Diamond
believes its margins are among the highest in the industry based
upon:

   * the company's ability to leverage its large volume of glass
     purchases;

   * its good market position in the core Northeast market;

   * its relatively low cost structure; and

   * its realization of benefits associated with recent cost
     containment strategies.

Diamond believes manufacturing margins for the company's largest
competitors who also manufacture the glass itself have been
pressured by high fixed cost absorption.  Diamond does not
manufacture any of the glass used in its repair services.  The
company is also attempting to increase its mix of revenues from
insurers relative to walk-in consumer or commercial business
sales.  Market growth is supported by favorable demographics such
as the steady increase in the vehicle population and the number of
miles driven.  In addition to merging excess service center
capacity, cost reduction efforts have included the March 2004
reduction in compensation for Diamond's two co-Chairmen, wage cost
containment initiatives, and improved supply chain and inventory
management made possible by the implementation of more advanced
information systems.

Diamond's ratings or outlook could be adversely affected by:

   * a material decline in liquidity which in Moody's opinion
     places the company's ability to service interest on senior
     notes into question;

   * an erosion in revenues or cash flow due to further price
     reductions;

   * loss of overall market share and a failure to maintain unit
     volume growth in line with the overall auto glass replacement
     market;

   * a reduced proportion of insurance-driven business;

   * significant increases in fuel, glass, or wage and benefit
     costs; and/or

   * adverse resolution of the IRS appeal or Safelite litigation.

Diamond's ratings or outlook could be favorably affected by:

   * generation of sustainable increases in free cash flow before
     working capital, profitable expansion of the revenue base;

   * maintenance of a balanced customer mix including a growing
     base of insurance business;

   * growth in revenues per installed unit;

   * favorable conclusion of the appeal of the IRS ruling or the
     Safelite litigation; or

   * an increase in liquidity.

In July 2003 Diamond amended the terms of its preferred stock to
eliminate the April 2010 mandatory redemption date.  The company
has been exercising its contractual right to accrue the 12% p.a.
preference dividends via an increase in the liquidation value in
lieu of paying them in cash.  While Moody's believes that the
preferred stock has certain debt-like characteristics, the rating
agency notes the significant overlap in ownership of the common
and preferred stock, elimination of the mandatory redemption
feature, restrictions on the payment of cash dividends with the
company's debt agreements, and management's stated intention to
continue to PIK the preference dividends.

Diamond's total debt/EBITDA ratio has increased to 8.1x and 15.6x,
respectively, for the twelve months ended June 30, 2004 -- from
6.8x and 12.6x, respectively, for the year ended December 31, 2003
-- before and after consideration of the preferred stock as debt.
Including the present value of operating leases and letters of
credit as debt, trailing twelve-month on-balance-sheet total
debt/EBITDAR as of June 30, 2004 was 7.2x and 10.8x, respectively,
before and after inclusion of the preferred stock.  EBIT coverage
of cash interest was weak at 0.9x for the twelve months ended
June 2004.  Tangible asset coverage of the senior notes is poor
and the equity balance remains negative even after attributing
full equity credit for Diamond's 12% Series A preferred stock.

Availability under the revolving credit facility is limited to the
lesser of $25 million, the borrowing base based upon eligible
assets, or 1.5x trailing-12-month EBITDA.  In November 2003,
Diamond closed an agreement to extend the maturity of the facility
by three years to March 2007.

Diamond Triumph Auto Glass, headquartered in Kingston,
Pennsylvania, is a provider of automotive glass replacement and
repair services.  The company operates a network of approximately
257 automotive glass service centers, 1,100 mobile installation
vehicles and six distribution centers in 45 states.  Annual
revenues approximate $215 million.


DOWNTOWN LEGAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Downtown Legal Copies LLC
        320 E Fireweed Lane
        Anchorage, Alaska 99503

Bankruptcy Case No.: 04-00917

Type of Business: The Debtor offers computer and copying
                  services.  See http://www.downtownlegal.com/

Chapter 11 Petition Date: August 19, 2004

Court: District of Alaska (Anchorage)

Judge: Donald MacDonald IV

Debtor's Counsel: Terry P. Draeger, Esq.
                  Beaty & Draeger, Ltd.
                  3900 Arctic Boulevard #101
                  Anchorage, Alaska 99503
                  Tel: (907) 563-7889
                  Fax: (907) 562-6936

Estimated Assets: Unstated

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                     Claim Amount
------                                     ------------
Smith, Tanya                                   $150,000

Ikon Office Solutions                           $60,000

Arctic Office Products                          $50,000

Internal Revenue Service                        $50,000

Xerox Corporation                               $30,000

Smith, James W                                  $25,000

Unisource                                       $20,000

Hand, Al                                        $15,000

West Coast Paper                                $15,000

A-1 Copier Systems, LLC                         $10,000

Advanta Busienss Cards                           $9,700

Citibusiness Card                                $6,000

Summation Legal Technologies                     $4,000

Alaska Printers Supply                           $4,000

Ak DOL - ESC                                     $2,000

Comtec                                           $1,500

Alaska Business Publishing                       $1,500

Alaska Waste Transfer                            $1,000

Fed Ex                                           $1,000

Pitney Bowes                                     $1,000


DP8 LLC: U.S. Trustee Will Meet with Creditors on September 7
-------------------------------------------------------------
The United States Trustee for Region 14 will convene a meeting of
DP8 LLC's creditors at 2:30 p.m., on September 7, 2004, at
230 North First Avenue, Suite 102, in Phoenix, Arizona.  This is
the first meeting of creditors required under 11 U.S.C. Sec.
341(a) in all bankruptcy cases.

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

Headquartered in Mesa, Arizona, DP 8, a real estate developer,
filed for chapter 11 protection on July 30, 2004 (Bankr. Ariz.
Case No. 04-13428).  Dale C. Schian, Esq., at Schian Walker PLC
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection, it listed $13,626,000 in total assets
and $3,663,678 in total debts.


DUESENBERG CSO: S&P Raises Class D Rating One Notch to B+
---------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
Duesenberg CSO 2001-3 LLC's class A, B, C, and D notes due
Aug. 1, 2006.

The raised ratings reflect the improvement of the credit quality
of the reference credits, the level of credit enhancement provided
by subordination, and Duesenberg CSO 2001-3 LLC's ability to meet
its payment obligations as issuer of the secured notes.

                         Ratings Raised
                   Duesenberg CSO 2001-3, LLC

                                   Rating
                 Class         To         From
                 -----         --         ----
                 A             AAA        AA+
                 B             A          BBB
                 C             BB+        BB
                 D             B+         B


DUKE FUNDING: Moody's Rates Mezzanine & Combination Notes Low-B
---------------------------------------------------------------
Moody's Investors Service assigned the following ratings to
Secured Notes and to Combination Notes issued by Duke Funding VII,
Ltd.:

   -- Aaa to the $382,000,000 Class I-A1 Senior Secured Floating
      Rate Notes Due 2034,

   -- Aaa to the $129,900,000 Class I-A2 Senior Secured Floating
      Rate Notes Due 2034,

   -- Aaa to the $100,000 Class I-A2v Senior Secured Floating Rate
      Notes Due 2034,

   -- Aaa to the $98,500,000 Class II Senior Secured Floating Rate
      Notes Due 2039,

   -- Aa2 to the $61,000,000 Class III-A Senior Secured Floating
      Rate Notes Due 2039,

   -- Aa2 to the $3,500,000 Class III-B Senior Secured Fixed Rate
      Notes Due 2039,

   -- Baa2 to the $39,500,000 Class IV-A Mezzanine Secured
      Floating Rate Notes Due 2039, and

   -- Baa2 to the $5,500,000 Class IV-B Mezzanine Secured Fixed
      Rate Notes Due 2039.

Moody's also assigned rating to three classes of Combination
Notes:

   -- Baa3 to the $10,000,000 Class X Combination Notes Due
      2039,

   -- Baa2 to the $4,000,000 Class Y Combination Notes Due 2039
      and

   -- Baa2 to the $7,000,000 Class Z Combination Notes Due 2039.


The issuer also issued $30,000,000 Subordinated Notes Due 2039
which were not rated by Moody's.

Moody's ratings assigned to the Secured Notes address the ultimate
cash receipt of all required interest and principal payments, as
provided for by the Secured Notes' governing documents, and are
based on the expected loss posed to noteholders, relative to the
promise of receiving the present value of such payments. The
ratings are also based upon the transaction's legal structure and
the characteristics of the collateral pool. The ratings assigned
to the Combination Notes address only the ultimate payment of
principal.

The underlying portfolio consists of asset-backed securities
including RMBS Securities, CMBS Securities, REIT Debt Securities,
Mortgage Finance Company Securities and related synthetic
securities.

Duke Funding Management, L.L.C. ("DFM") based in Old Greenwich,
Connecticut, will serve as Collateral Manager to the Issuer. The
sole member of DFM is Ellington Management Group, L.L.C.  As of
July 1, 2003, Ellington managed more than $3 billion in assets
including, through DFM, $1.45 billion in CDO assets.


ENRON CORP: Wants Court Nod on Methanol Plant Bidding Protocol
--------------------------------------------------------------
On August 11, 2004, Enron and its debtor-affiliates, Reliance
Trust Company (the Trustee under relevant financing pacts), and
BASF Corporation entered into a Purchase and Sale Agreement for an
existing synthetic lease facility guaranteed by Enron Corporation
covering, in relevant part, the property located at 4403 La Porte
Freeway, Pasadena, in Harris County, Texas.

The Debtors ask the U.S. Bankruptcy Court for the Southern
District of New York to:

    (a) schedule an Auction on September 14, 2004, at which the
        Debtors will solicit bids for the methanol plant situated
        on approximately 23.9259 acres of land located at 4403 La
        Porte Freeway, Pasadena, in Harris County, Texas and
        certain related personal property;

    (b) approve the proposed Bidding Procedures; and

    (c) schedule a hearing on September 16, 2004, at 10:00 a.m. to
        approve the sale of the Property to the winning bidder at
        the Auction.

                       The Bidding Procedures

To maximize the value of the Property, the Debtors propose to
implement a competitive bidding process designed to generate a
maximum recovery typical for transactions of this size and
nature:

A. Auction Date and Time

    The Auction will be held on September 14, 2004, commencing at
    9:00 a.m. (Central Time) at the offices of Weil, Gotshal &
    Manges LLP, 700 Louisiana Street, in Houston, Texas for
    consideration of qualifying bids for the Property that may be
    presented to the Debtors, or at a time or date the Debtors
    determine, upon prior consultation with the Creditors
    Committee.

B. Qualification as Bidder

    Any entity that wishes to make a bid for the Property must
    provide the Debtors with sufficient and adequate information
    to demonstrate that it has the financial wherewithal and
    ability to consummate the transactions contemplated in the
    sale agreement.

C. Bid Requirements

    All Competing Bids must (a) be presented under a signed
    contract substantially the same as the Form Purchase
    Agreement marked to show any modifications made, and (b) not
    be subject to due diligence review, obtaining financing, or
    future consent or approval.

    The Debtors, upon prior consultation with the Creditors
    Committee and Reliance Trust Company as the Trustee, will
    consider Competing Bids that conform to the specified terms.

    Competing Bids must be (a) in writing, (b) signed by an
    individual authorized to bind the prospective purchaser, and
    (c) received no later than 12:00 p.m. (Central Time) on
    September 13, 2004, by:

    1. Enron Corp.
       Four Houston Center
       1221 Lamar, Suite 1600
       Houston, Texas 77010
       Attention: Stephen D. Dowd
       e-mail: stephen.dowd@enron.com
       Facsimile: 713-646-4095
       Nora Dobin
       e-mail: nora.dobin@enron.com
       Facsimile: 713-853-9252

    2. Reliance Trust Company
       3384 Peachtree Road, NE, Suite 900
       Atlanta, Georgia 30326
       Attention: Ronald D. Stallings, Esq.
       e-mail: rstallings@relico.com
       Facsimile: 404-965-7316

    3. Weil, Gotshal & Manges LLP
       200 Crescent Court, Suite 300
       Dallas, Texas 75201
       Attention: Philip I. Danze, Esq.
       e-mail: philip.danze@weil.com
       Facsimile: 214-746-7777

    4. Shipman & Goodwin LLP
       One American Row
       Hartford, Connecticut 06103
       Attention: Robert Borden, Esq.
       e-mail: rmborden@goodwin.com
       Facsimile: 860-251-5899

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

    Each Competing Bid must be accompanied by a cash deposit
    equal to 5% of the Purchase Price, which will, prior to the
    Bid Deadline, be delivered by wire transfer of immediately
    available Federal funds to the account of:

       Stewart Title Company
       1980 Post Oak Blvd., Suite 110
       Houston, Texas 77056
       Attention: Jim Putnam

    or other title company that the Debtors chose and is
    reasonably acceptable to BASF Corp.

    Competing Bids for the Property must contain initial overbids
    that exceed the Purchase Price by at least $210,000.

    Subsequent bids at the Auction, including those of BASF, must
    be in increasing increments of at least $50,000.

    Parties not submitting Competing Bids by the Bid Deadline may
    not be permitted to participate at the Auction.  The Debtors,
    upon consultation with the Creditors Committee and the
    Trustee, will evaluate the Competing Bids received and invite
    certain Competing Bid offerors to participate at the Auction.

D. Due Diligence and Questions Prior to Submitting Bids

    To conduct due diligence regarding the Property, parties may
    contact:

         B. Kelley Parker, III
         Senior Director
         Cushman & Wakefield of Texas, Inc.
         2929 Allen Parkway, Suite 2100
         Houston, Texas 77019
         Telephone: 713-963-2896
         Facsimile: 713-961-4221
         e-mail: kparker@cushwake.com

    for the due diligence procedures.  Before a party will be
    allowed to conduct due diligence, they must have executed each
    of the Confidentiality Agreement and Inspection Agreement.

    Due diligence must be concluded before the Bid Deadline.

E. Auction

    The Debtors, upon consultation with the Creditors Committee
    and the Trustee, will, after the Bid Deadline and prior to
    the Auction:

    (a) evaluate all Competing Bids received;

    (b) invite qualified bidders to participate in, and attend
        the Auction; and

    (c) determine which bid reflects the highest or best offer
        for the Property.

    During the course of the Auction, the Debtors will announce
    the Preliminary Purchase Price.

    The Debtors may reject any Competing Bid not in conformity
    with the requirements of the Bankruptcy Code, the Bankruptcy
    Rules, the Local Rules of the Court, the Procedures Order or
    that is contrary to the best interests of the Debtors or the
    Debtors' estates or creditors.  However, the Debtors will
    have the right to entertain non-conforming offers for the
    Property in their discretion.

    The Auction may be adjourned as the Debtors deem appropriate.
    Reasonable notice of the adjournment and the time and place
    for the resumption of the Auction will be given to BASF, all
    entities submitting Competing Bids, and the Creditors
    Committee.

    The Auction and the Auction Procedures may be modified by the
    Debtors, upon consultation with the Creditors Committee and
    the Trustee, as may be determined to be in the best interests
    of the Debtors' estates or creditors.  The Auction, the
    Auction Procedures and all Bids are subject to other terms and
    conditions as are announced by the Debtors during the course
    of the Auction.

F. Additional Earnest Money and Closing

    Immediately after the close of the Auction, the winning
    bidder will execute and deliver the modified Form Purchase
    Agreement.  The winning bidder will deliver, as additional
    earnest money, 15% of the Purchase Price to the Title Company
    via wire transfer of immediately available Federal funds,
    which will be placed and held in escrow by the Title Company
    in the same account as the Earnest Money Deposit until
    Closing.  At the Closing, the winning bidder will deliver the
    remainder of the Purchase Price to the Title Company and the
    Title Company will pay the Purchase Price to the Trustee, on
    behalf of the Note Purchasers and Certificate Holders,
    subject to adjustments as provided in the Form Purchase
    Agreement, via wire transfer of immediately available Federal
    funds to this bank account:

         Citibank, N.A.
         ABA #021 000 089
         Account #36852248
         Attention: Lisa Rodriquez
         Reference: JT Holdings

G. Failure to Close

    In the event a winning bidder fails to consummate the proposed
    transaction by the closing date, the Debtors will:

    (a) retain the Earnest Money Deposit and the Additional
        Earnest Money to the extent provided in the applicable
        sale agreement, and reserve the right to pursue all
        available remedies available to them; and

    (b) be authorized to consummate the proposed transaction
        with the next highest bidder without the need for an
        additional hearing or Court order.

H. Irrevocability of Certain Bids

    The bid of the winning bidder will remain open and irrevocable
    in accordance with the terms of the sale agreement it
    executed.  The Bid of the Back-up Bidder will remain open and
    irrevocable until the earlier to occur of:

    (a) the closing of a sale of the Property; and

    (b) 90 days following the entry of the Sale Order.

    BASF's bid will remain irrevocable in accordance with the
    terms of the Purchase Agreement.

    The Earnest Money Deposit and Additional Earnest Money of the
    winning bidder will be retained by the Debtors in accordance
    with the terms of the applicable sale agreement executed by
    the winning bidder.  The Earnest Money Deposit and Additional
    Earnest Money of the Back-up Bidder will be retained by the
    Debtors until the earlier to occur of (i) the closing of the
    sale of the Property and (ii) 90 days after the entry of the
    Sale Order.  The Debtors will retain BASF's Deposit in
    accordance with the terms of the Purchase Agreement.

J. Expenses

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

K. Non-Conforming Bids

    The Debtors, in consultation with the Creditors Committee and
    the Trustee, will have the right to entertain non-conforming
    offers for the Property in their discretion.

L. Conflict

    Any conflict between the terms and provisions of the Bidding
    Procedures Order and any agreements executed by the Debtors
    and the bidders will be resolved in favor of the Bidding
    Procedures Order.

According to Martin A. Sosland, Esq., at Weil, Gotshal & Manges,
LLP, in New York, the Initial Overbids and the Subsequent Bid
Amounts will provide the incentive required to induce a potential
bidder to submit or increase its bid prior to the Auction.

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. 122;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON CORP: Asks Court to Approve BASF's $160,000 Break-Up Fee
--------------------------------------------------------------
On August 11, 2004, Enron and its debtor-affiliates, Reliance
Trust Company (the Trustee under relevant financing pacts), and
BASF Corporation entered into a Purchase and Sale Agreement for an
existing synthetic lease facility guaranteed by Enron Corporation
covering, in relevant part, the property located at 4403 La Porte
Freeway, Pasadena, in Harris County, Texas.

In the event the methanol plant situated on approximately
23.9259 acres of land located at 4403 La Porte Freeway, Pasadena,
in Harris County, Texas and certain related personal property is
not sold to BASF Corp., but rather is sold to another purchaser
or purchasers, BASF, as the stalking horse, will be entitled to
be paid a $160,000 Break-up Fee.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges, LLP, in New
York, points out that the Break-Up Fee will only be payable by
Reliance Trust Company as the Trustee from the proceeds of an
Alternative Transaction to the extent the Trustee receives the
proceeds and no Debtor will have any liability to BASF.  Mr.
Sosland relates that the Break-Up Fee will not be due and payable
in the event that BASF ultimately consummates the purchase and
sale transaction contemplated by the Purchase Agreement for the
Property.  "The Break-Up Fee will be BASF's sole and exclusive
remedy in the case of a termination by reason of an Alternative
Transaction, and BASF is deemed to have waived all other claims
and remedies."

Moreover, Mr. Sosland continues, the Break-Up Fee, which was
negotiated at arm's length, should be approved because:

    (i) it is reasonable in relation to the size of the proposed
        sale;

   (ii) it does not hamper any other party from offering a higher
        or better bid;

  (iii) extensive work was undertaken by BASF and its
        professionals in investigating, negotiating and drafting
        the necessary documents; and

   (iv) BASF has agreed that certain of its due diligence
        materials can be provided to other potential purchasers
        of the Property.

Accordingly, pursuant to Section 363 of the Bankruptcy Code, the
Debtors ask the U.S. Bankruptcy Court for the Southern District of
New York to approve the $160,000 Break-Up Fee for BASF.

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. 122;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENVIRONMENTAL LAND: State of Utah Balks at Cash Collateral Use
--------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
August 20, 2004, Environmental Land Technology, Ltd., asked the
U.S. Bankruptcy Court for the District of Columbia for authority
to use its secured creditors' cash collateral.

The State of Utah, through The School and Institutional Trust
Lands Administration, Statutory Successor to the Division of State
Lands and Forestry, objects to the Debtor's use of cash
collateral.

The Debtor and the State of Utah entered into a Trust Deed,
wherein the Company serves as trustor, and the State, as
beneficiary.  The State has a senior perfected lien and security
interest on all of the real property owned by the Debtor,
primarily located in Washington County, Utah.  The Trust Deed
secured the performance of the State's rights and the Debtor's
obligations under a Participation Agreement between the Company
and James Doyle and the State -- acting through SITLA.  The Debtor
granted the State a participation interest in the Property.

In addition, the Debtor expressly assigned its interest in "rents,
issues, royalties, and profits" of the Property to the State under
the Trust Deed.  Accordingly, pursuant to the Agreement and the
Trust Deed, the State has a security interest in any cash
collateral that is generated by a sale or other use of the
Property or any portion of the Property.

Under the Agreement, the Debtor is required to pay the State 30%
of the Net Proceeds and Net Deferred Payment Amounts of any sale,
lease or disposition of any portion of the Property until the
aggregate total of all payments to the State equals
$3 million.

The Debtor admits that certain creditors may have an interest in
its cash collateral, but argues that any interest a creditor may
have in the cash collateral is protected by the value of the
collateral securing the creditors' interest in the cash
collateral.

Kelly C. Griffith, Esq., at Reed Smith LLP points out that the
Debtor does not reveal the source of the proposed cash collateral
or the creditors who may have a specific interest in the cash
collateral at issue.  The Debtor also failed to provide the Court
and creditors with a proposed budget for the use of cash
collateral.

The State objects to any use by the Debtor of its cash collateral
without the benefits and protections provided by the Bankruptcy
Code, and in particular without adequate language in any order
granting them replacement liens and other forms of adequate
protection.

Ms. Griffith argues that the Debtor's use of cash collateral
should be denied because:

   1. the State is simply unable to determine whether it is
      willing to consent to the use of its cash collateral
      because it is unclear where the cash collateral
      originates, who has an interest in it, whether the Debtor
      has a need for it, or how much of it the Debtor proposes
      to use;

   2. it is equally unclear what claims exist against the
      Property or cash collateral in addition to the State's
      claims;

   3) it is completely unclear how the Debtor intends to use the
      cash collateral, for what purpose and for what amount;

   4) the Debtor has not provided any information regarding its
      operating expenses, and it has provided no budget and no
      information regarding its current income; and

   5) the Debtor alleges that the value of the collateral is at
      least $70,000,000 but failed to provide evidence
      supporting this value.

"Will some creditors be receiving cash payments from the Debtor's
use of the State's cash collateral," Ms. Griffith wonders?

Headquartered in Washington, District of Columbia, Environmental
Land Technology, Ltd. filed for chapter 11 protection (Bankr. D.C.
Case No. 04-00926) on June 8, 2004.  Donald A. Workman, Esq., at
Foley & Lardner, represents the Company in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed over $10 Million in estimated assets and over $50
Million in estimated liabilities.


ESSELTE GROUP: Low-B Credit & Debt Ratings on S&P Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on office
products manufacturer Esselte Group Holdings AB on CreditWatch
with negative implications, including its 'BB-' corporate credit
rating on the company and its 'B' subordinated debt rating.

At July 4, 2004, Esselte Group had about $402.3 million in total
debt outstanding.

"The CreditWatch listing reflects Esselte's announcement of
second-quarter 2004 operating results that were below
expectations," said Standard & Poor's credit analyst Martin S.
Kounitz.  The company is faced with price erosion, particularly in
Europe, where private-label products are gaining market share.
Meanwhile, consolidating retailers in the U.S. have required price
concessions.  To defend its position, Esselte was forced to spend
more on marketing and advertising, and this further eroded
profitability.  Selling expenses for the first six months of 2004
rose 34% from 2003.  In addition, rising raw material costs for
steel and plastic reduced profits.

Stamford, Connecticut-based Esselte manufactures and markets
office supplies and provides the global market with:

   * filing products such as file folders, systems, and index
     cards;

   * labeling products such as label writers and tape; and

   * workspace products such as staples, letter trays, binding,
     and lamination.

Before resolving the CreditWatch listing, Standard & Poor's will
meet with management to discuss its business and financial plans
for improving Esselte's operating performance in this challenging
environment, including the company's ability to reduce costs.


FEDERAL-MOGUL: Taps AlixPartners for Fresh Start Accounting Work
----------------------------------------------------------------
Judge Lyons of the U.S. Bankruptcy Court for the District of
Delaware authorized Federal-Mogul Corporation and its debtor-
affiliates to expand the scope of AlixPartners, LLC's employment
to include fresh start accounting services, nunc pro tunc to
June 23, 2004.  The firm's monthly fee cap is increased to
$250,000.

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 Nos.
60 & 62; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FLEMING COMPANIES: Minnesota Unions Hold an Allowed $484,937 Claim
------------------------------------------------------------------
Fleming Companies, Inc., was an employer that contributed to the
Minneapolis Retail Meat Cutters and Food Handlers Pension Fund and
the Minneapolis Retail Meat Cutters and Food Handlers Health and
Welfare Fund.  Fleming ceased making contributions to the MRMC
Funds when it sold all or substantially all of its assets in the
retail business.

The MRMC Funds filed seven proofs of claim alleging:

    (i) statutory withdrawal liability under Title IV of the
        Employee Retirement Income Security Act of 1974, as
        amended, from Fleming's cessation of contributions to
        the Pension Fund; and

   (ii) missed contributions to the MRMC Funds.

The alleged claim amounts are:

    Claim No.          Alleged Treatment    Claim Amount
    ---------          -----------------    ------------
      13900            unsecured priority       $272,454
      13361            unknown              unliquidated
      13452            unsecured priority        191,731
      17573            unsecured priority        225,689
      17574            unsecured priority        161,770
      17575            administrative             57,215
      17576            administrative             40,264

The Debtors object to the allowance of the MRMC Funds Claims.

To resolve the dispute, the Debtors and the MRMC Funds stipulate
and agree that:

    (a) the Pension Fund's Claim No. 17574 for missed pension
        contributions will be reduced to and reclassified as an
        Allowed Administrative Claim under the Plan for $75,419;

    (b) the Welfare Fund's Claim No. 17573 for missed welfare
        contributions will be reduced to and reclassified as an
        Allowed Administrative Claim for $82,000;

    (c) the Pension Fund's Claim No. 17576 for missed pension
        contributions will be increased to and reclassified as an
        Allowed General Unsecured Claim for $126,614;

    (d) the Welfare Fund's Claim No. 17575 for missed welfare
        contributions will be increased to and reclassified as an
        Allowed General Unsecured Claim for $200,904;

    (e) Claim Nos. 13452, 13361 and 13900 will be withdrawn with
        prejudice; and

    (f) the parties release each other from any and all other
        claims.

The U.S. Bankruptcy Court for the District of Delaware approves
the parties' stipulation.

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.,
emerged as a rehabilitated company owned by Fleming's unsecured
creditors on August 23, 2004.  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: 9% Trust Preferred Shareholders Aren't Cooperating
------------------------------------------------------------------
Foster Wheeler, Ltd., (OTCBB: FWLRF) is currently well below the
75% minimum participation threshold on the company's 9.00% Trust
Preferred Securities as it relates to the exchange offer that the
company launched on June 11, 2004.

"Once again, 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.  "In
our business, financial strength is an important factor when
potential clients make their hiring decisions.  Unfortunately for
Foster Wheeler, we have over $1 billion of debt -- which provides
our competition with a distinct advantage.  The exchange offer
would allow us to reduce our debt levels -- which I believe is a
key to Foster Wheeler's ongoing success."

If Foster Wheeler is unable to complete this exchange offer or
otherwise reduce its debt levels, the company would continue to be
faced with $630 million of obligations coming due prior to the end
of the second quarter of 2007, $315 million of which is debt
maturing in 2005.

The expiration of the exchange offer remains Monday,
August 30, 2004.

To summarize, for each trust preferred security (liquidation
amount $25) that is held, a holder that elects to tender into the
exchange offer would receive the following:

   1) Common and Preferred Shares

         0.76 common shares of Foster Wheeler Ltd.

      0.0123 preferred shares of Foster Wheeler Ltd. Each
      preferred share offered would be convertible at the holder's
      option into 1,300 common shares of Foster Wheeler Ltd. if
      and when the company's shareholders vote to increase the
      number of authorized shares at a shareholder meeting to be
      held later in 2004. The company expects both the common and
      preferred shares to be traded Over-the-Counter after they
      have been issued.

On an as-converted basis, then, holders would receive 16.75 common
shares for each trust preferred security

                              and

   2) A warrant

      -- 1 warrant, exercisable into a to-be-determined number of
         preferred or common shares. This number of shares is
         dependent upon the ultimate participation level in the
         exchange offer of the trust preferred securities.

      -- At the minimum participation level of 75%, a holder would
         receive 1 warrant exercisable into approximately 30.5
         common shares at a strike price of approximately 47 cents
         per common share.

Additional points of clarification include the following:

   -- The debentures issued by Foster Wheeler LLC that underlie
      the trust preferred securities are junior subordinated
      debentures. The trust preferred securities are junior to all
      other debt securities of Foster Wheeler and, as such, are
      junior to approximately $850 million of existing debt.

   -- Under the terms of the documents that govern the 9.00% Trust
      Preferred Securities, the company began deferring
      distributions to holders of these securities in January
      2002. The documents allow for up to a 60 month deferral
      period. Foster Wheeler's current senior credit agreement
      prohibits it from resuming distributions while this credit
      agreement is in place. The company expects to defer these
      distributions until January 2007 which would be the full 60
      months allowed. Once the accrued distributions are paid, the
      company can then elect to defer distributions for up to
      another 60 months.

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 trust
preferred security (liquidation amount $25) which the registered
broker/dealers tender on behalf of their customers and which
Foster Wheeler accepts for exchange.

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

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.

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 the information
agent as noted above.

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.


GALEY & LORD: Brings-In Alston & Bird as Bankruptcy Co-Counsel
--------------------------------------------------------------
Galey & Lord, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Georgia, Rome
Division, for permission to retain Alston & Bird LLP as their
co-counsel.

In conjunction with Dechert LLP, Alston & Bird will:

    a) assist the Debtors in the preparation of their schedules,
       statement of financial affairs, and the periodic
       financial reports required by the Bankruptcy Code, the
       Bankruptcy Rules or any order of this Court;

    b) assist the Debtors in consultations, negotiations and all
       other dealings with creditors, equity security holders
       and other parties in interest concerning the
       administration of this case;

    c) prepare pleadings, conducting investigations and making
       court appearances incidental to the administration of the
       Debtors' estates;

    d) advise the Debtors of their rights, duties and
       obligations under the Bankruptcy Code, Bankruptcy Rules,
       Local Rules and Orders of this Court;

    e) assist the Debtors in the development and formulation of
       a plan and/or other means to maximize value of their
       estates, including the preparation of a plan, disclosure
       statement and any related documents for submission to
       this Court and to the Debtors' creditors, equity holders,
       and other parties in interest;

    f) advise and assist the Debtors with respect to litigation;

    g) render corporate and other legal advice and performing
       all those legal services necessary and proper to the
       functioning of the Debtors during the pendency of these
       cases; and

    h) take any and all necessary actions in the interest of the
       Debtors and their estates incident to the proper
       representation of the Debtors in the administration
       of these cases.

The principal attorneys and paralegals presently designated to
represent the Debtors in these cases and their standard hourly
rates are:

               Professional            Rates
               ------------            -----
               Dennis J. Connolly      $545
               John C. Weitnauer        495
               Jason H. Watson          420
               Jennifer M. Meyerowitz   295
               William S. Sugden        185
               Joanne E. Price          130

Alston & Bird received $67,836.95 for legal services rendered in
connection with theses cases and $132,163 retainer.  The Debtors
assure the Court that Alston & Bird will coordinate with Dechert
to avoid duplication of services.

To the best of the Debtors knowledge, Alston & Bird is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Atlanta, Georgia, Galey & Lord, a leading global
manufacturer of textiles for sportswear, including denim, cotton
casuals and corduroy, filed along with its debtor-affiliates for
chapter 11 protection on August 19, 2004 (Bankr. N.D. Ga. Case No.
04-43098).  When the Debtors filed for protection from its
creditors, it listed $533,576,000 in total assets and $438,035,000
in total debts.


GENERAL GROWTH: Moody's Says Rouse Merger May Prompt a Downgrade
----------------------------------------------------------------
Moody's Investors Service placed its ratings of General Growth
Properties, Inc., and its subsidiaries on review for possible
downgrade.  At the same time, Moody's placed its ratings of The
Rouse Company on review for possible downgrade.

Ratings under review for possible downgrade are as follows:

   Price Development Company, L.P.,

      -- Senior debt rated Baa3

   GGP Properties Limited Partnership

      -- Senior debt shelf rated (P)Ba1

   General Growth Properties, Inc.

      -- Preferred stock shelf rated (P)Ba1

   The Rouse Company

      -- Senior debt rated Baa3;
      -- senior debt shelf at (P) Baa3; and
      -- Preferred stock shelf at (P)Ba1

The review was prompted by General Growth's announcement that it
has signed a definitive agreement to acquire The Rouse Company for
an estimated purchase value of $12.6 billion, including cash and
assumed debt. The transaction will be funded initially with
roughly $9.75 billion in bank loans. General Growth will retain
The Rouse Company as a wholly-owned operating subsidiary. The
closing of the transaction, expected to occur in the fourth
quarter of 2004, is contingent upon approval by the shareholders
of The Rouse Company.

Strategic benefits--scale, diversity, and increased market share--
of the transaction are mitigated by the substantial pro forma
leverage, and in particular variable-rate debt, and weaker
coverage measures for General Growth over the short term. The
merger should enhance General Growth's earnings, while extending
the REIT's competitive position with higher-end and fashion-
oriented retailers. In Moody's view, assets in Rouse's property
portfolio are highly productive, generating in excess of $400 in
sales per square foot, which is higher than General Growth's
existing mall portfolio. Notwithstanding these positives, the
credit risk profile of General Growth will increase materially
given its already leveraged capital structure and its financial
flexibility will be further constrained due to a modest level of
unencumbered assets.

Moody's review will focus on the progress and consummation of the
proposed acquisition, the ultimate capital structure, and the
resulting corporate and legal structure, including potential
structural subordination of Rouse's bonds.  Moody's also will
consider in its review General Growth's long-term strategic plan
for non-core assets in Rouse's portfolio, potential cost savings
and integration risks related to the transaction.

The Rouse Company [NYSE: RSE], headquartered in Columbia,
Maryland, is a real estate investment trust primarily engaged in
the acquisition, development and management of retail centers,
office buildings, mixed-use projects and other commercial
properties across the United States.

General Growth Properties, Inc. [NYSE: GGP], headquartered in
Chicago, Illinois, is one of the largest owners and operators of
regional malls in the United States.


HAYES LEMMERZ: Hosting 2nd Quarter Conference Call on Sept. 8
-------------------------------------------------------------
Hayes Lemmerz International, Inc., (Nasdaq: HAYZ) will host a
telephone conference call to discuss the Company's fiscal year
2004 second quarter financial results on Wednesday,
September 8, 2004, at 9:30 a.m. (ET).

To participate by phone, dial 10 minutes prior to the call:

    (800) 399-3882 from the United States and Canada
    (706) 634-4552 from outside the United States

Callers should ask to be connected to Hayes Lemmerz earnings
conference call, Conference ID#9644838.

The conference call will be accompanied by a slide presentation,
which can be accessed that morning through the Company's web site,
in the Investor Kit presentations section at
http://www.hayes-lemmerz.com/investor_kit/html/presentations.html

A replay of the call will be available from 12:00 Noon (ET),
September 8, 2004 until 11:59 p.m. (ET), September 15, 2004, by
calling (800) 642-1687 (within the United States and Canada) or
(706) 645-9291 (for international calls).  Refer to Conference
ID#9644838.

An audio replay of the call is expected to be available on the
Company's website beginning 48 hours after completion of the call.

Hayes Lemmerz International, Inc., is a world leading global
supplier of automotive and commercial highway wheels, brakes,
powertrain, suspension, structural and other lightweight
components.  The Company filed for chapter 11 protection on
December 5, 2001 (Bankr. D. Dela. Case No. 01-11490).  Eric
Ivester, Esq. at Skadden, Arps, Slate, Meager & Flom and Mark S.
Chehi, Esq. at Skadden, Arps, Slate, Meager & Flom represent the
Debtors' in their restructuring efforts.


HSBC SECURITIES: Market Regulation Services Slaps $625K Fine
------------------------------------------------------------
HSBC Securities (Canada), Inc., is fined $625,000 for deficiencies
with its trade desk compliance and supervision of trading
obligations between July 2002 and March 2004 in contravention of
Rule 7.1(1) and Policy 7.1 of the Universal Market Integrity Rules
-- UMIR.

An RS Hearing Panel approved a settlement agreement between RS and
HSBC Securities, which brings to a close the first case under the
Trading Supervision Obligations rule and policy.  HSBC Securities
also is required to pay $87,500 towards the cost of RS's
investigation, which resulted in the settlement.  The Board of
Directors of HSBC Securities will certify to RS by no later than
August 30, 2004 that the firm has adopted and implemented the
recommendations set out in the Report of Price Waterhouse Coopers
of April 2004 and RS's recommendations of May 14, 2004.

Rule 7.1 and Policy 7.1 may be accessed at:

http://www.rs.ca/en/mktpol/umir01.asp?printVersion=no&loc1=mktPol&loc2=umir&
loc3=01

"The comprehensive compliance and supervision system required
under Rule 7.1 and Policy 7.1 of UMIR is the first line of defence
for Participants and their employees to protect investors and the
integrity of the capital markets," said Maureen Jensen, Vice
President, Market Regulation, Eastern Region at RS.  "From July
2002 to March 2004, such a trading compliance and supervision
system was lacking at HSBC Securities.  The Board of Directors,
Senior Management and the Compliance Department did not meet many
of their respective responsibilities under Rule 7.1 of UMIR and
Policy 7.1.  Although no harm to investors occurred, the firm did
not appreciate the importance of these duties in preventing risk
to both the firm, its clients and to the capital markets."

The RS investigation revealed that the continued systemic failures
at various levels within HSBC Securities, first identified by RS
in 2001 and which carried on through to early 2004, to either
identify or address the issues in a responsible or comprehensive
manner showed that ultimately the Board of Directors were
ineffective stewards in relation to their responsibilities
pursuant to Rule 7.1 and Policy 7.1.

Recap of the facts:

   -- In 2003, in some instances HSBC Securities failed to address
      and rectify RS Trade Desk Review findings and provided
      correspondence to RS advising that actions would be taken
      and then in some instances failed to adhere to such
      commitments.

   -- Between January 2003 and December 2003, HSBC Securities
      failed to conduct quarterly reviews for all trading
      conducted by it.

   -- Between December 2003 and March 2004, HSBC Securities failed
      to conduct the monthly compliance monitoring for artificial
      pricing.

   -- On an ongoing basis from July 2002 to March 2004, Senior
      Management and the Board of Directors of HSBC Securities
      failed to identify the above issues and therefore to address
      and rectify them.

The details of the Settlement Agreement may be accessed at
http://www.rs.ca/

HSBC Securities, a subsidiary of HSBC Bank Canada, provides
investment services and products to corporate and retail
investors.  As full service brokers, HSBC Securities Investment
Advisors work one-on-one with their clients to create strategies
for building wealth.  They assist clients through all phases of
this process, from defining investing goals, to conducting
research on investment products and opportunities.


INN OF THE MOUNTAIN: Moody's Lifts Rating on 12% Notes to B3
------------------------------------------------------------
Moody's Investors Service raised the ratings of Inn of the
Mountain Gods Resort and Casino in response to the Department of
Interior's recent approval of the Mescalero Apache Tribe's new
gaming compact with the State of New Mexico, and IMG's recent
payment of $23 million to the State of New Mexico as required by
the compact settlement agreement that was reached in April 2004.
The rating outlook is stable.

The following ratings were raised:

    -- $200 million 12% senior unsecured notes due 2010, to B3
       from Caa1

    -- Senior implied rating, to B3 from Caa1; and

    -- Senior unsecured issuer rating, to B3 from Caa1.

The Mescalero Apache Tribe (owner of the Inn of the Mountain Gods
Resort and Casino) and the State of New Mexico entered into the
2001 Compact in connection with the April 2004 settlement
agreement regarding their dispute over revenue sharing and
regulatory fees under the prior gaming compact (the 1997 Compact).
The 2001 Compact has an 8% revenue sharing agreement on slots and
expires in 2015. The 1997 Compact had a 16% revenue sharing
agreement on slots and expired before IMG's senior notes came due
in 2010.

The B3 senior implied rating continues to reflect IMG's dependence
on a single market and small revenue base. Revenues for the fiscal
year ended April 30, 2004 totaled about $81 million. Additionally,
the ratings consider IMG's debt financed expansion activity. IMG
is in the process of constructing a 38,000 square foot gaming
facility and a 273-room hotel.  Both are scheduled to open in
April 2005. Moody's anticipates that the expansion project will be
completed on time. However, Debt/EBITDA is expected to be at/or
near 6.0x until the project opens, and a majority, if not all of
the IMG's free cash flow from existing gaming operations will be
needed to fund a portion of the project. Any performance decline
in existing gaming operations coupled with material changes to
current funding plans and/or slower than expected ramp-up, could
have a negative impact on ratings.

The B3 senior implied rating also considers the limited
protections afforded by the senior note indenture, specifically
with respect to IMG's ability to take on additional debt and pay
dividends to the Tribe, and the likely difficulty senior unsecured
bondholders would face in recovering their investment in a
liquidation scenario. Currently, there is uncertainty regarding
whether an Indian tribe can be a debtor under the U.S. bankruptcy
law, and whether a creditor would be protected under that same
law.

The stable ratings outlook considers that there is a limited
amount of competition in IMG's immediate market area. IMG's
closest competitor in the Southwestern New Mexico area is located
125 miles away.  Also acknowledged is the security interest that
bondholders will have in the various cash accounts and reserve
accounts related to the expansion project. These cash reserve
accounts include a pre-funded interest payment reserve that, along
with interest income, will cover the first three interest payments
on the new notes.

The similarity among IMG's senior note, senior implied, and senior
unsecured issuer ratings reflects the significant restrictions on
the amount of secured debt allowed in the capital structure as
well as the guaranteed nature of the notes. The senior note
indenture only allows for $15 million of secured debt. In June
2004, IMG obtained a $15 million secured credit facility. Proceeds
from the facility will be used to purchase furniture, fixtures and
equipment.

Located in Mescalero, New Mexico, Inn of the Mountain Gods Resort
and Casino, is an unincorporated enterprise of the Mescalero
Apache Tribe.  Its wholly-owned subsidiaries include Casino
Apache, Casino Apache Travel Center, Ski Apache and Inn of the
Mountain Gods. Mescalero Apache Tribe is a federally recognized,
self-governing Indian tribe with approximately 4,100 members. IMG
currently operates two gaming facilities: Travel Center and Casino
Apache. Revenues for the fiscal year ended April 30, 2004 were
approximately $81 million.


INTERSTATE BAKERIES: Closing Buffalo, New York Outlet in October
----------------------------------------------------------------
Interstate Bakeries Corporation (NYSE:IBC) plans to close its
bakery in Buffalo, New York.  The closing, scheduled for
October 23, 2004, will affect approximately 200 employees.

The Buffalo facility primarily makes bread and rolls, sold under
various brand names, including Wonder, Home Pride and Beefsteak,
as well as donuts sold under the Hostess brand name.  This
production will be transferred to other IBC bakeries, including
facilities in Akron, Ohio, Biddeford, Maine, Jamaica, New York,
and Philadelphia, Pennsylvania.  The bakery closing will not
affect distribution of IBC products to food stores in upstate New
York and other markets.

"The decision to close the Buffalo bakery was made after
considerable evaluation and deliberation," said James R. Elsesser,
IBC's Chief Executive Officer.  "However, we are consolidating
operations company-wide and seeking production efficiencies. The
Buffalo bakery, which was built in 1923, is not as efficient as
some of our other facilities.  As a result, we concluded that
economically it was best for the Company to close the facility."
Mr. Elsesser added, "Our employees in Buffalo have been a hard
working group.  We appreciate their efforts and regret that they
and their families are being impacted by this decision."

Most of the employees affected by this decision are represented by
three unions:

   * local #802 of the Bakers, Confectionery, Tobacco Workers and
     Grain Millers Union;

   * local #447 of the International Association of Machinists;
     and

   * local #264 of the International Brotherhood of Teamsters.

Severance arrangements for those employees affected by the closing
will be determined during affects bargaining and will be guided by
IBC's agreements with the applicable unions.

Last month, the company also announced the closing of a bread
bakery in Monroe, Louisiana for similar reasons, affecting
approximately 50 employees.  Monroe is scheduled to close
September 17, 2004.  Production will be shifted primarily to IBC's
facility in Alexandria, Louisiana.

The company estimates that it will take approximately $7,700,000
to $9,600,000 in restructuring charges related to the two
closings, a portion of which will be taken in the first quarter of
fiscal 2005.  Approximately 60% of such charges will result in
future cash expenditures.

Interstate Bakeries Corporation is the nation's largest baker and
distributor of fresh baked bread and sweet goods, under various
national brand names including Wonder, Hostess, and Home Pride.
The Company, with 55 bread and cake bakeries located in strategic
markets from coast-to- coast, is headquartered in Kansas City,
Missouri.

J.L. FRENCH: Recapitalization Earns Moody's Low-B & Junk Ratings
----------------------------------------------------------------
Moody's finalized the rating outcomes for J.L. French Automotive
Castings, Inc. -- incorporating the final terms of the full-scale
recapitalization of the company's balance sheet.  Moody's has
additionally improved JL French's rating outlook to stable, from
negative.  Moody's took the following specific rating actions
regarding JL French:

   -- Assigned B3 ratings (replacing (P)B3) for JL French's $295
      million of proposed guaranteed first-lien senior secured
      credit facilities, consisting of:

      -- $70 million revolving credit facility due 2009 (reduced
         from $100 million upon provisional rating);

      -- $225 million term loan due 2011; (reduced from $250
         million upon provisional rating);

   -- Assigned Caa1 rating (replacing (P)Caa1) for JL French's
      $170 million proposed second-lien term loan due 2012
      (increased from $120 million upon provisional rating);

   -- Affirmed JL French's B3 senior implied rating;

   -- Upgraded JL French's senior unsecured issuer rating to Caa2,
      from Caa3;

   -- Withdrew all ratings for JL French's existing $320 million
      of guaranteed first-lien senior secured credit facilities,
      approximately $105 million (including PIK interest and
      unamortized discount) of guaranteed second-lien senior
      secured credit facilities, and existing $175 million (prior
      to impact of tender offer) of 11.5% guaranteed senior
      subordinated notes.

JL French will have approximately $26 million of remaining 11.5%
guaranteed senior subordinated notes following completion of the
tender offer, which will be unrated.

The final tender offer terms agreed to by almost 85% of the
company's existing guaranteed senior subordinated noteholders
entail a price to be paid for the notes equal to 85% of par, as
opposed to the 78% of par initially offered by the company. The
increased cash compensation to existing noteholders at closing
(assuming an 85% acceptance rate) is about $10.4 million above
earlier estimates. This will directly impact JL French upon
closing the recapitalization in the form of an increased debt
balance and leverage ratio, and slightly weakened cash interest
coverage ratio. Moody's also notes that interest spreads for the
first-lien facilities were increased above earlier proposals,
which will have an additional negative impact upon future cash
interest coverage and operating cash flow. While the reduced $70
million revolving credit commitment also lowered future liquidity,
management believes JL French's operations will be comfortably
supported by this level of availability.  Financial covenants are
not expected to restrict usage over the near-to-intermediate term,
whereas the company was very close to violating covenants in
effect under the credit agreement that is about to be refinanced.

The ratings and improvement in the rating outlook to stable
reflect that while the final terms of the transaction are somewhat
less favorable than initially anticipated, JL French will still
benefit from substantially improved effective liquidity (after
factoring in financial covenant limitations), extended debt
maturities, approximately $22 million of debt forgiveness, reduced
interest rates for certain of its debt obligations, and an
infusion of $165 million of PIK preferred equity which will
finance the cash requirements of the subordinated notes tender
offer. JL French continues to have good indications that
substantial new business will be awarded once the company's
capital structure is solidified, given the growing automotive
applications for high pressure die cast aluminum. Increased
diversification of the customer base will assist the company with
reducing its currently 80% exposure to two domestic OEM's and
exposure to generally weak North American production volumes.

The company will remain highly leveraged with LTM June 30, 2004
pro forma total debt/EBITDAR now estimated at about 4.8x and 6.4x,
respectively, before and after including the proposed PIK
preferred stock as debt. (Both of these leverage estimates
incorporate letters of credit and the present value of operating
leases as debt.) Pro forma EBIT coverage of cash interest is
estimated at approximately 1.5x, but has potential to be lower in
a rising interest rate environment.

JL French, headquartered in Sheboygan, Wisconsin, is one of the
world's largest independent designers and manufacturers of
aluminum die cast components and assemblies for automotive
original equipment manufacturers. Annual revenues currently
approximate $525 million.


JTI-MACDONALD: Seeks CCAA Protection as Quebec Slaps $1.36B Claim
-----------------------------------------------------------------
JTI-Macdonald Corp. filed for protection under the Companies'
Creditors Arrangement Act (CCAA).

This action became necessary as a consequence of the Quebec
Ministry of Revenue proceedings served on the company on August 11
-- without prior notice or warning -- along with an order for
immediate payment for $1.36 billion.  This order was accompanied
by cash seizures from its customers resulting in an immediate
deprivation to JTI-MC of about 40 % of its Canada-wide revenues.
In the absence of CCAA protection the effect of these seizures
would have unavoidably led to the bankruptcy of JTI-Macdonald.

The CCAA allows JTI-MC to continue its business activities with
minimal disruption, as it has done for more than a century in
Canada.  "It is now business as usual for JTI-Macdonald's
employees and commercial partners" said Michel Poirier, President
and Chief Executive Officer of the Company.

In complete disregard of the presumption of innocence, Revenue
Quebec had in effect declared JTI-Macdonald Corp. guilty of
smuggling -- without any court hearing -- even while the same
government is a party to a criminal proceeding that has not yet
commenced.  A preliminary hearing in this matter before the
Ontario Court of Justice is scheduled for next April.

This highly unusual situation forced JTI-MC to protect its assets
-- and more than 500 Canadian jobs -- in order to continue its
business operations.  "As well, operating under the CCAA will
allow the company to continue to defend itself vigorously against
the serious accusations in relation to smuggling activities that
are alleged to have taken place in the early 90s" said Mr.
Poirier.  JTI-Macdonald has consistently rejected all charges
related to smuggling and continues to do so.

JTI-Macdonald Corp. considered first initiating a court proceeding
in Quebec to quash the Ministry of Revenue action.  JTI-MC was
prepared to demonstrate that the Minister of Revenue for Quebec
could not support his assessment.  However, it became
progressively clear that the only effective remedy to protect JTI-
MC from the arbitrary actions of the minister was CCAA protection.

"A company doesn't choose to seek protection under the CCAA
lightly," concludes Mr. Poirier.  "There are severe downsides and
costs in doing so in order to protect assets and do business
normally.  At the same time, JTI- Macdonald Corp. awaits the
opportunity to defend itself, as well as to protect its reputation
and its business."

JTI-Macdonald Corp., part of the JT Group of Companies, was
founded in 1858.  The company has its chief place of business in
Toronto, manufacturing operations in Montreal and over 500 full-
time employees across Canada.


KAISER: Battles with U.S. Bank over Plan Filing Exclusivity
-----------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, Kaiser
Aluminum Corporation and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware to extend
their exclusive periods to file and solicit acceptances of a
reorganization plan so they may continue ongoing efforts to
resolve various restructuring issues.  Specifically, the Debtors
want their Exclusive Filing Period extended through and including
October 31, 2004, and their Exclusive Solicitation Period through
and including December 31, 2004.

              Creditors Committee and U.S. Bank Object

The Official Committee of Unsecured Creditors note that after two
years of exclusivity and (a) the closing of the sale of
substantially all of the assets for the estates of Alpart
Jamaica, Inc., and Kaiser Jamaica Corporation, (b) the approval of
the sale of Kaiser Bauxite Corporation's assets and (c) the
upcoming sale of Kaiser Alumina Australia Corporation's assets,
the unsecured creditors of the four estates and the Kaiser
Finance Corporation estate should have the opportunity to propose
reorganization plans after September 30, 2004 -- if the Debtors do
not file a reorganization plan in form and substance that is
acceptable to the Creditors Committee for the five estates by
September 30.

To recall, Kaiser Finance is one of the original Debtors that
filed for bankruptcy protection on February 12, 2002.  Kaiser
Finance is also a guarantor under the senior and subordinated
notes issued by Kaiser Aluminum & Chemical Corporation.  Kaiser
Finance has the same unsecured creditor body as Kaiser Alumina
Australia -- which consists of the senior and subordinated
noteholders and the Pension Guaranty Benefit Corporation.

Kaiser Finance's only asset is its claim against Kaiser Alumina
Australia.  The claim arises from the prepetition transfer made by
Kaiser Alumina Australia out of profits received from QAL and
other asset sale proceeds in the form of capital contribution to
Kaiser Finance.  Kaiser Finance then lent those funds to KACC.

According to Gregory A. Taylor, Esq., at Ashby & Geddes, in
Wilmington, Delaware, the Debtors' request should be denied
because the Debtors have failed to establish the requisite cause
for an additional extension of the Exclusive Periods for the Five
Debtors.  Furthermore, the Creditors Committee believes that the
Debtors are seeking an extension of exclusivity to retain
negotiating leverage surrounding the reorganization plans for the
five estates.

U.S. Bank National Association supports the Creditors Committee's
objection.  U.S. Bank acts an indenture trustee for $400,000,000
of senior public notes issued by KACC under the terms of three
senior indentures.  U.S. Bank is also a member of the Creditors
Committee.

Accordingly, the Creditors Committee and U.S. Bank ask the Court
to deny the Debtors' request to extend the Exclusive Periods for
the Five Debtors.  The Creditors Committee and U.S. Bank, however,
do not object to an extension of the Exclusive Periods to October
31, 2004 and December 31, 2004, for the other Debtors.

                             Responses

(1) Asbestos Committee and Futures Representative

The Official Committee of Asbestos Claimants and Martin J. Murphy,
the legal representative for future asbestos claimants, contend
that at this stage in the Debtors' Chapter 11 cases, the Exclusive
Periods for the Debtors should be coterminous.  The objections of
the Creditors Committee and U.S. Bank do not establish any basis
as to why the Exclusive Periods for all of the Debtors should not
continue on parallel paths.  To the contrary, in light of the
intercompany and intercreditor issues that exist, the Exclusive
Periods for the Five Debtors and the other Debtors should
terminate on the same date.

The Asbestos Committee and the Futures Representative do not take
a position as to whether the exclusive period for filing of a
reorganization plan should be extended to September 30, 2004 or
October 31, 2004.

(2) Debtors

"Whether or not the assets of the Five Debtors have been, or in
the near future will be, liquidated, no viable reorganization plan
for any of the Debtors can be confirmed without the resolution of
numerous material intercompany claim issues," Jason M. Madron,
Esq., at Richards, Layton & Finger, in Wilmington, Delaware, says.

Mr. Madron relates that significant and complex issues regarding
the treatment of intercompany claims among the Debtors exist as a
result of the integrated nature of the Debtors' operations and the
fact that some of the Debtors, including Alpart Jamaica and Kaiser
Jamaica, commenced their Chapter 11 cases almost one year after
the initial Chapter 11 cases were filed.  Many of the prepetition
intercompany claims reflect an aggregate of activity over many
years, and the balances for many of these intercompany receivables
and payables are substantial -- in some cases aggregating more
than $1,000,000,000.  Postpetition intercompany receivables and
payables are likewise substantial, aggregating hundreds of
millions of dollars as a result of transactions undertaken since
the Petition Date.  In addition to the complex nature of the
transactions and the significant amounts involved, there are
numerous legal theories and arguments that could be advanced to
support varying treatments of, or modifications to the amount of,
all or a portion of these intercompany claims.

Absent resolution by consensual agreement, Mr. Madron says,
complex and lengthy litigation of the intercompany issues will be
necessary before separate plans of reorganization or liquidation
can be confirmed for the Five Debtors.  Additionally, the
litigation cannot feasibly be conducted in the context of
confirmation of separate plans for certain of the Debtors because
resolution of the intercompany issues will materially affect
virtually all of the Debtors, not just the five for which the
Creditors Committee seeks to shorten the Exclusive Periods.
Contrary to the Creditors Committee's contentions, the unsecured
creditors of the Five Debtors' estates will not be harmed if the
Exclusive Filing Period is extended through October 31, 2004.

Mr. Madron maintains that even if exclusivity were terminated, the
unsecured creditors cannot at this point realistically proceed
with the filing and confirmation of a plan given that the
intercompany claim issues are still unresolved.  Thus, an
extension does not in any way give the Debtors negotiating
leverage.  The Debtors and the Creditors Committee have been
working together extensively to proceed as quickly as possible
with liquidating plans for Alpart Jamaica and Kaiser Jamaica.
Among other things, the Debtors have proposed drafts of a
liquidating plan, disclosure statement and distribution trust
agreement, and have provided redrafts of the plan based on
comments received from the Creditors Committee.

Furthermore, the Debtors have committed to the Creditors
Committee that they will file liquidating plans for Alpart
Jamaica, Kaiser Jamaica and Kaiser Bauxite shortly after an
intercompany claims settlement agreement is executed, and that
they will file liquidating plans for Kaiser Alumina Australia and
Kaiser Finance shortly after an asset purchase agreement is
executed for sale of the Debtors' interests in QAL -- assuming an
intercompany settlement is executed.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.
The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429).  Corinne Ball, Esq., at Jones,
Day, Reavis & Pogue, represent the Debtors in their restructuring
efforts. On September 30, 2001, the Company listed $3,364,300,000
in assets and $3,129,400,000 in debts. (Kaiser Bankruptcy News,
Issue No. 48; Bankruptcy Creditors' Service, Inc., 215/945-7000)


KING SERVICE: U.S. Trustee Names 3-Member Creditors' Committee
--------------------------------------------------------------
The United States Trustee for Region 2 appointed three creditors
to serve on an Official Committee of Unsecured Creditors in The
King Service, Inc.'s Chapter 11 case.  The appointees are:

          1. Finkle Distributors, Inc.
             Attn: Dan Finkle
             160 Enterprise Road
             Johnstone, New York 12095

          2. McGinn Smith Capital Holdings Corp.
             Attn: McGinn Smith & Co., Inc.
             99 Pine Street
             Albany, New York 12207

          3. Thomas F. Fatone
             25 West Road
             Troy, New York 12180

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's 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 Debtor 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 Troy, New York, The King Service, operates a
gasoline service stations, convenience stores and a fuel oil
business.  The Company filed for chapter 11 protection on July 14,
2004 (Bankr. N.D.N.Y. Case No. 04-14661).  Howard M. Daffner,
Esq., at Segel, Goldman, Mazzota & Siegel, PC, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection, it listed $12,090,890 in total assets and $13,498,949
in total debts.


KMART HOLDING: Finalizes Home Depot Transaction, Selling 18 Stores
------------------------------------------------------------------
As previously reported, Kmart Holding Corporation (Nasdaq: KMRT)
and The Home Depot (NYSE: HD) entered into a revised agreement
that provided for the sale of no fewer than 13 stores for
$173 million in cash, and up to 19 stores for $288.5 million in
cash.

On Monday, August 23, Kmart and Home Depot announced that the
final transaction is for the sale of 18 stores for an aggregate
purchase price of $271 million in cash.  It is currently
anticipated that sale proceeds in the amount totaling $259 million
with respect to 17 of the stores shall have been released from
escrow to Kmart by the completion of the current fiscal quarter.
This figure includes the $54.6 million received last quarter.
Subject to the receipt of a third-party consent, it is anticipated
that Kmart will receive the remaining sale proceeds during the
fourth quarter.

Julian C. Day, President and Chief Executive Officer of Kmart,
said, "We are pleased to announce the successful completion of
this transaction.  The stores we are retaining from the originally
announced transaction have been operating profitably and better
than plan for this year.  We look forward to providing continued
service to our customers at these locations."

Kmart will also continue an employee retention program designed to
promote and retain high-performing associates.  Nearly 230
associates, or 41% of the full-time and management associates
affected by this transaction, will be offered opportunities within
other Kmart locations.  In addition, The Home Depot anticipates
that it will be employing approximately 200 associates per store,
which is significantly above the current level of employment at
the existing Kmart stores.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- is the
nation's second largest discount retailer and the third largest
merchandise retailer.  Kmart Corporation currently operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No. 02-
02474). Kmart emerged from chapter 11 protection on May 6, 2003.
John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.


LEHMAN BROTHERS: S&P Cuts Class L Rating One Notch to BB+
---------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of multiclass pass-through certificates issued by Lehman
Brothers Floating Rate Commercial Mortgage Trust 2002-LLF C3.
Concurrently, the rating on one class is lowered and three are
affirmed from the same transaction.

The raised and affirmed ratings reflect the increase in credit
support due to loan paydowns.  The lowered rating is attributed to
declines in net cash flow from several loans since Standard &
Poor's last review in May 2003.

The principal balance of the pool is currently $184.2 million, a
reduction of 85% since issuance, at which time the balance was
$1.340 billion.  There are presently four, one-month LIBOR-based
adjustable loans outstanding, down from 18 at issuance.  Of the
four loans, one is a whole loan and three loans have been split
into senior and junior interests.  The junior interests, or B
notes, total $51 million and are held outside the trust.

The current debt service coverage -- DSC -- for the remaining
loans in the pool, as calculated by Standard & Poor's, based on
servicer provided information, is 2.50x, compared to 2.99x at
issuance.  At issuance, the pool's DSC for all the loans was
3.51x.  The property types include:

   * industrial (47% of total principal balance),
   * office (34%), and
   * mixed use (19%).

At issuance, the property type breakdown included:

   * retail (49%),
   * office (31%),
   * health club (7%),
   * industrial (7%), and
   * multifamily (6%).

Three of the four loans are currently on the servicer's watchlist
due to low occupancies.  These include the Michigan Industrial
portfolio, the Boulder portfolio, and Decorative Center of
Houston.  The fourth loan is Printer's Square.  The four loans are
highlighted below:

   (1) Michigan Industrial Portfolio ($117.2 million whole loan,
       $87.4 million in-trust, $23.0 million mezzanine).  The loan
       is collateralized by 25 industrial properties with over
       5.2 million square feet of space in Western Michigan,
       primarily the Grand Rapids market.  The portfolio occupancy
       is currently 71%, and 10 of the buildings have occupancies
       below 50%.  Since Standard & Poor's last review, net cash
       flow has declined by 35%, reflecting lower rents due to the
       extensive amount of vacant warehouse space in the market.
       Projected market rent renewal rates for the leases expiring
       in the remainder of 2004 are below the current in-place
       rental rates, putting short-term pressure on existing
       property cash flows.  The loan matures in August 2005, with
       two 12-month extensions available.

   (2) Boulder Portfolio ($47 million whole loan, $39.7 million
       in-trust).  The Boulder Portfolio is secured by three
       office buildings located in Boulder, Colorado.  Exabyte,
       which was a major tenant in one of the buildings, vacated
       98,466 square feet of space in June 2003.  The space
       remains vacant; however, Exabyte gave the borrower a
       $1.6 million rent settlement until its lease expiration
       date of June 2004.  Occupancy at this building is 37%. The
       overall occupancy for the three buildings, consisting of
       407,385 square feet, is 67%.  Since Standard & Poor's last
       review, net cash flow for the loan declined by 20%
       (excluding the Exabyte settlement), primarily due to the
       Exabyte vacancy.  The loan matures in March 2005 with two
       12-month extensions available.

   (3) Printers Square ($36 million whole loan and in-trust).  The
       loan is collateralized by a mixed-use building consisting
       of 356 multifamily units and 161,547 square feet of office
       space in the South Loop section of Chicago's Central
       Business District.  As of April 2004, the occupancy was
       85%.  Two of the major tenants include Worldcom Network
       Services, Inc., and Time Warner, Inc.  The property's net
       cash flow has been stable.  The loan matured in May 2004
       and is currently in the process of being extended.

   (4) Decorative Center of Houston ($34 million whole loan,
       $21.1 million in-trust).  The Decorative Center office
       building is located in the Galleria section of Houston,
       Texas and serves as a showplace/office facility for
       displaying high-end home and office furnishings.  The
       property is being affected by the weak Houston office
       market and the decline in demand for luxury type goods.
       The property was 67% occupied as of June 2004.  The loan's
       maturity was extended once to May 2005 and has no
       extensions available.

                         Ratings Raised

    Lehman Brothers Floating Rate Commercial Mortgage Trust
                          2002-LLF C3
        Multiclass pass-through certs series 2002-LLF C3

                     Rating          Credit support
           Class   To      From    (pooled interests)
           -----   --      ----    ------------------
           F       AAA     AA+                 85.5%
           G       AAA     A+                  65.5%
           H       AAA     A                   51.8%
           J       AA      BBB+                38.2%

                         Rating Lowered

    Lehman Brothers Floating-Rate Commercial Mortgage Trust
                          2002-LLF C3
        Multiclass pass-through certs series 2002-LLF C3

                      Rating          Credit support
          Class     To      From    (pooled interests)
          -----     --      ----    ------------------
          L         BB+     BBB-                13.6%

                        Ratings Affirmed

    Lehman Brothers Floating-Rate Commercial Mortgage Trust
                          2002-LLF C3
        Multiclass pass-through certs series 2002-LLF C3

               Class    Rating    Credit support
               -----    ------    --------------
               K        BBB               27.4%
               X-2      AAA                N/A
               X-FLP    AAA                N/A


LOEWEN GROUP: Creditor Liquidating Trust Reports 2004 Q2 Results
----------------------------------------------------------------
Wells Fargo Bank Minnesota, N.A., Trustee of the Loewen Creditor
Liquidating Trust, delivered its Status Report to the Court
covering the period from April 1, 2004 through June 30, 2004.
Wells Fargo also serves as Transfer Agent and Registrar of the
Trust under the Trust Agreement.

                       The Advisory Board

Wells Fargo advises the U.S. Bankruptcy Court for the District of
Delaware that, as required by the Trust Agreement, the Status
Report for the First Quarter of 2004 was approved by the Trust
Advisory Board.

                   Prime Succession Warrants

Maureen D. Luke, Esq., at Young Conaway Stargatt & Taylor, LLP,
reports that as of January 29, 2004, the Effective Date of Prime
Succession, Inc.'s liquidating plan, the Prime Succession Warrants
were cancelled and could no longer be exercised.  Therefore, the
Prime Succession Warrants no longer have any economic value to the
Trust.

                        NAFTA Litigation

On June 26, 2003, the NAFTA Tribunal issued its decision in the
NAFTA Litigation.  In the decision, the Tribunal ruled in favor of
the United States, concluding that the Tribunal did not have
jurisdiction to rule on the NAFTA Litigation.  Alderwoods had
declined to petition the NAFTA Tribunal for reconsideration,
vacatur or clarification of the Decision.

Both the United States and Raymond Loewen have requested the NAFTA
Tribunal to render a supplemental Decision as to Mr. Loewen's
claim under Article 1116 of NAFTA.  There has been no further
activity since the date of the last Quarterly Report, and the
requests are still pending before the NAFTA Tribunal.

                   Distributions by the Trust

During the Report Period, the Trustee made no distribution in
respect of the NAFTA Net Proceeds.

                Cash Receipts and Disbursements

A summary of the Trust's assets, cash receipts and disbursements
for the Report Period reflects:

                                      Principle Cash   Income Cash
                                      --------------   -----------
03/31  Balance carried forward            $4,399.77-     $4,399.77

04/01  Cash Receipt of Interest Earned                       53.26
       on WF Govt MM FD SVC Interest
       from 3/1/04 to 3/31/04
04/01  Purchased $53.26 of WF Govt MM
       FD SVC Trade Date 4/1/04               53.26-
05/03  Cash Receipt of Interest Earned
       on WF Govt MM FD SVC Interest
       from 4/1/04 to 4/30/04                                49.01
05/03  Purchased $49.01 of WF Govt MM
       FD SVC Trade Date 5/3/04                49.01-

06/01  Cash Receipt of Interest Earned
       on WF Govt MM FD SVC Interest
       from 5/1/04 to 5/31/04                                51.57
06/01  Purchased $51.57 of WF Govt MM
       FD SVC Trade Date 6/1/04                51.57-
06/11  Cash Disbursement paid to
       Wells Fargo Fees
       Trustee Fee
       Wells Fargo Corporate Trust Fees       826.71-
06/11  Cash Disbursement paid to
       Wells Fargo Fees
       Trustee Fee
       Wells Fargo Corporate Trust Fees     6,191.90-
06/14  Sold $7,018.61 of WF Govt MM FD
       SVC Trade Date 6/14/04                             7,018.61
       -----------------------------------------------------------
06/30  Ending Balance -
          Principal Portfolio               4,553.61-
06/30  Ending Balance -
          Income Portfolio                                4,553.61
06/30  Ending Balance -
          Invested Income Portfolio                           0.00

                         Last Month   Last Statemt    Last Tax
               Current     03/31          03/31         Year
               -------   ----------   ------------   ----------
Prin Cash    -4,603.87    -4,553.61      -4,553.61    -4,236.26
Income Cash   4,603.87     4,553.61       4,553.61     4,236.26
Inv Income        0.00         0.00           0.00         0.00
Total Cash        0.00         0.00           0.00         0.00

Prin Inv     61,582.97    95,387.03      95,387.03   106,350.57
Inv Inc Inv       0.00         0.00           0.00         0.00
Total Inv    61,582.97    95,387.03      95,387.03   106,350.57

                      Trustee's Fees and Expenses

The fees and disbursements of the Trustee, Transfer Agent and
Registrar during the Report Period are:

Administration Fee        $2,335.69
Registrar/Transfer Fees      785.34  (630 holders x $5/365 x 90
                                      days)
                               0.00  (Per Cert sent - 10 x $5)
                              20.00  (Transfers - 0 x $20)
                          ---------
Total to Trustee          $3,141.03

                     Professional Fees and Expenses

For the Report Period, Bingham McCutchen, LLP's fees reached
$3,881, with disbursements amounting to $65.42, for a total of
$3,946.42.  Young, Conaway, Stargatt & Taylor, LLP's fees
aggregate $572.50, with disbursements of $23.54, for a total of
$596.04. (Loewen Bankruptcy News, Issue No. 88; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LONG BEACH: Fitch Junks Group 1 Class BF Loan Trust Issue
---------------------------------------------------------
Fitch has taken rating actions on these Long Beach Mortgage Loan
Trust issues:

   Series 2000-LB1 Group 1

      -- Class AF5 affirmed at 'AAA';
      -- Class AF6 affirmed at 'AAA';
      -- Class M1F affirmed at 'AA';
      -- Class M2F downgraded to 'BBB+' from 'A';
      -- Class BF downgraded to 'CC' from 'BB-'.

   Series 2000-LB1 Group 2

      -- Class M1V affirmed at 'AA';
      -- Class M2V affirmed at 'A';
      -- Class BV downgraded to 'BBB-' from 'BBB'.

   Series 2000-1

      -- Class AF-3 affirmed at 'AAA';
      -- Class AF-4 affirmed at 'AAA';
      -- Class AV-1 affirmed at 'AAA';
      -- Class M-1 affirmed at 'AA';
      -- Class M-2 affirmed at 'A';
      -- Class M-3 downgraded to 'BBB-' from 'BBB'.

The negative rating actions on some of the classes above are taken
due to the worse than expected performance of the underlying
collateral in these deals.

The series 2000-LB1 transaction is backed by two collateral
groups: Group 1 -- fixed-rate -- and Group 2 -- adjustable-rate.
There is no cross-collateralization in this deal, and each group
has its own set of subordinate classes originally rated by Fitch
down to 'BBB'.  In Group 1, the high level of losses incurred has
resulted in the decline of overcollateralization -- OC, to
approximately $1,118,440, or 1.13% of the collateral balance, as
of the July 2004 distribution date.  Currently, credit enhancement
for Class M2F is at 15.44%, which comprised of the OC and class
BF.  The six-month average monthly loss for Group 1, after
application of excess spread, is approximately $724,515.  Current
and twelve-month average of 90+ delinquencies (including
bankruptcies, foreclosures and real estate owned) for Group 1
stand at 30.56% and 29.97% respectively.

In Group 2, the high level of losses incurred has resulted in the
decline of OC, to approximately $17,885,399, or 9.64% of the
collateral balance, as of the July 2004 distribution date.  The
six-month average monthly loss for Group 2, after application of
excess spread, is approximately $638,942.  Current and twelve-
month average of 90+ delinquencies (including bankruptcies,
foreclosures and real estate owned) for Group 2 stand at 41.31%
and 39.36% respectively.

The series 2000-1 transaction is backed by two collateral groups:
Group 1 -- fixed-rate -- and Group 2 -- adjustable-rate.  Both
groups in this deal are cross-collateralized, with a combined
subordinate classes originally rated by Fitch down to 'BBB'.  In
series 2000-1, the high level of losses incurred has resulted in
the decline of OC, to approximately $16,957,752, or 8.87% of the
collateral balance, as of the July 2004 distribution date.  As of
June 30, 2004, approximately 62.62% of the mortgage loans have
mortgage insurance provided by MGIC down to 55% LTV.  The six-
month average monthly loss for series 2000-1, after application of
excess spread, is approximately $332,377.  Current and twelve-
month average of 90+ delinquencies (including bankruptcies,
foreclosures and real estate owned) for series 2000-1 stand at
38.50% and 37.49% respectively.

The affirmations on the above classes reflect credit enhancement
consistent with future loss expectations.  Fitch will continue to
closely monitor these deals.


LSP ENERGY: Moody's Affirms B2 Rating on Senior Secured Debt
------------------------------------------------------------
Moody's Investors Service affirmed the B2 rating for the senior
secured debt of LSP Energy Limited Partnership and LSP Batesville
Funding Corporation.  The rating outlook is stable.

The rating affirmation considers the expected completion of the
sale of NRG Energy's (NRG: B2 Senior Implied Rating; stable
outlook) interest in LSP Energy and LSP Batesville to CEP
Batesville Aquisition, LLC, for $26.5 million plus the assumption
of the outstanding project debt.  CEP Batesville is owned by
Complete Energy Partners, LLC, a newly formed private company, and
by various private financial investors.  LSP Energy will represent
Complete's initial purchase of electric generating assets.

Existing management at LSP Energy will, for the most part,
continue to operate the plant on a day-to-day basis. Complete has
contracted with third parties to provide additional management
expertise concerning the commercial aspects of the plant and to
assist in the operations and maintenance of the plant.  To that
end, the rating affirmation also considers the expected assignment
of the Operations and Maintenance Agreement and the Management
Services Agreement to CEP Operating Company, LLC.  The Federal
Energy Regulatory Commission has approved the sale.

The rating affirmation at B2 incorporates the existence of
contracted cash flows through June 2013 from the receipt of
capacity payments under power purchase agreements with off-takers,
Virginia Electric Power Company (VEPCO: A3 Issuer Rating) and
Aquila, Inc., (Aquila: B3 Senior Implied).  VEPCO currently
provides about 65% of the capacity payments to the project, with
Aquila providing the remaining 35%.  While the operating and
financial performance of LSP Energy has been weak in 2002 and 2003
due to outages in both years, the financial performance for the
first six months of 2004 has improved due to all three units being
back-on line, resulting in higher availability factors at the
plant.  Moody's notes that the debt service coverage should begin
to strengthen in 2005 from the near 1.0x level experienced in
2003, due to the increase in the amount of the capacity payment
under the VEPCO contract which covers 65% of the capacity payments
to LSP Energy.

Moody's further notes that merchant risk may exist for bondholders
beginning in 2013 as the VEPCO contract expires in 2013 and the
Aquila contract expires in 2015.  While the VEPCO contract can be
extended for an additional 12 years and the Aquila contract for 5
additional years, amortization of the remaining debt on the
project is likely to be serviced from merchant revenues in the
event that the extension options are not executed and replacement
contracts are not secured.  Bondholders benefit from the existence
of a cash funded six month debt service reserve and a cash funded
major maintenance reserve in addition to any cash reserves that
have been trapped at the project.

Under the terms of the financing documents, the sale of NRG's
interest in LSP Energy and LSP Batesville is not considered a
Change of Control Event if Moody's and another rating agency opine
that the transaction does not result in a rating downgrade as
defined in the indenture.  In light of the current B2 rating, the
contractual nature of the cash flows through 2013, the day to day
operational plans of the new management team, which have been
reviewed by Stone and Webster Management Consulting, an
independent engineer, Moody's believes that the change in
ownership of LSP Energy and LSP Batesville would not result in a
rating downgrade as defined in the financing documents.

LSP Energy and LSP Batesville's stable outlook reflects the
expectation that the operating and financial performance at the
plant will improve during 2004 since all three units are now
operating, and considers the ownership by CEP Batesville should
the sale of LSP Energy and LSP Batesville be consummated as
expected.  A positive rating change could occur if the credit
quality of off-taker Aquila were to strengthen and if the
operating and financial performance at LSP Energy improves on a
sustained basis, including the maintenance of an annual debt
service coverage ratio that approximates 1.20x or more on a
consistent basis.  The rating on LSP Energy could fall if there is
credit deterioration for either off-taker, particularly Aquila, or
if the performance of the project weakens further and causes a
portion of the debt service reserve to be utilized for payment of
debt service.

LSP Energy is limited partnership that owns and operates a 837
megawatt natural gas-fired plant located in Batesville,
Mississippi.  LSP Batesville is a funding corporation whose sole
purpose was to act as a co-issuer of the bonds.


MASTEC INC: Insufficient Info Prompts S&P's Ratings Withdrawal
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its corporate credit,
senior secured, and subordinated debt ratings on MasTec, Inc.  The
ratings had been placed on CreditWatch negative on March 17, 2004.
At Dec. 31, 2003, MasTec had approximately $237 million of debt
outstanding.

"We believe that there currently is insufficient information
available to support a ratings opinion," said Standard & Poor's
credit analyst Heather Henyon.

MasTec has yet to file financial statements for the first or
second quarters of 2004 and has not announced any specific
timeline for that information to be made available.

Based in Coral Gables, Florida, MasTec is a construction service
provider to the telecommunications, broadband, energy and traffic
control markets.

                         *     *     *

As reported in the Troubled Company Reporter on May 13, 2004,
Standard & Poor's Ratings Services lowered its corporate credit
rating on MasTec, Inc., to 'B' from 'BB-', its senior secured bank
loan rating to 'B+' from 'BB', and its subordinated debt rating to
'CCC+' from 'B'.  At the same time, all ratings remain on
CreditWatch with negative implications, where they were placed
on March 17, 2004.

Total debt (including present value of operating leases) was
$226 million at Sept. 30, 2003, for the Miami, Fla.-based provider
of infrastructure services.

The downgrade follows MasTec's announcement of a net loss for the
2004 first quarter that is significantly greater than the year-
earlier loss as well as a delay in its Form 10Q filing for the
first quarter because of an unfinished audit for full-year 2003.
market conditions in the specialty contractor industry are weak,
resulting in declining margins and higher leverage.

"We continue to be concerned about the breakdown of certain
financial controls and policies, the length of time it is taking
to complete the 2003 audit, and the liquidity profile, including
obtaining a waiver or amendment to bank covenants," said Standard
& Poor's credit analyst Heather Henyon.

Standard & Poor's will meet with management to gain additional
insight into how systemic MasTec's financial controls and
procedure issues may be, as well as the steps in place to restore
credibility of its financial statements.  In addition, Standard &
Poor's will discuss with management its near-term business
strategy to improve operating results.


MEGASTAR DEV'T: Begins Diamond Drilling Led by Mr. Pelletier
------------------------------------------------------------
Megastar Development Corp. reported that, all permitting being
secured and line cutting completed last week, diamond drilling is
now underway.  Details and results of the drilling program will be
released as data and assays are received.  Mr. Carl Pelletier,
P.Geo, B.Sc., consulting geologist with InnovExplo, Inc., is the
Qualified Person as defined by National Instrument 43-101 and is
responsible for program design and quality control of exploration
undertaken by the Company.

Megastar Development Corp. is an emerging resource company engaged
in the acquisition, exploration, and development of mineral
properties.  Megastar Development Corp. is listed on the TSX
Venture Exchange, under the trading symbol "MDV".  For further
information, investors and shareholders can visit the
Company's website at http://www.megastardevelopment.com/

Megastar Development is in the process of exploring its mineral
property and has not yet determined whether this property contains
mineral reserves that are economically recoverable.

As of May 31, 2004, the Company has not achieved profitable
operations and has incurred losses of $5,111,273 since inception.
Its ability to continue as a going concern is dependant upon the
ability of the Company to generate profitable operations in the
future and to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business
operations when they come due.


MEGASTAR DEVELOPMENT: Appoints Richard Roy Company Director
-----------------------------------------------------------
Megastar Development Corp. appoints Mr. Richard Roy, P.Geo, B.Sc.
(Geology), as a Director of the Company.

Mr. Roy is a Professional Geologist (Ordre des geologues du
Quebec) and has a Bachelor of Science degree (Geology), from
Concordia University in Montreal.  He has extensive experience in
the exploration of many commodities, including gold, silver, and
copper.  Mr. Roy has supervised and coordinated exploration
programs on various properties located throughout Quebec,
Ontario, and Nunavut.

Mr. Roy, with his intimate knowledge of the Val d'Or area, where
the company holds a 100% interest in 2 mining concessions
consisting of 557 acres, known as the SIMKAR property, will be a
valuable addition to Megastar 's board.  Over the last 15 years
Mr. Roy has consulted on and supervised a number of Val d'Or
projects for companies such as, Placer Dome Inc., Aur Resources,
Inc., and other junior mining companies actively exploring in the
Val d'Or Camp.  Through Anglaumaque Explorations, Inc., Mr. Roy
was also the Project Geologist during the 1997 drilling program on
the SIMKAR Project.

In 1996, Mr. Roy was the Val d'Or Project Geologist for an
aggressive exploration program on Aur Resources' Aurbel property,
which led to the discovery of the Lac Herbin deposit (670,000 tons
of 6.38 g/t Au).

Subject to regulatory approvals, the Company has granted Mr. Roy
director's options to purchase 50,000 shares of the Company at the
exercise price of $0.25 per share, for a period of two years.

Mr. Peter Haladin resigned from the board of directors.  The
board, accepting Mr. Haladin's resignation, wishes to thank him
sincerely for his years of service and wish him success in his
future endeavours.

Megastar Development Corp. is an emerging resource company engaged
in the acquisition, exploration, and development of mineral
properties.  Megastar Development Corp. is listed on the TSX
Venture Exchange, under the trading symbol "MDV".  For further
information, investors and shareholders can visit the
Company's website at http://www.megastardevelopment.com/

Megastar Development is in the process of exploring its mineral
property and has not yet determined whether this property contains
mineral reserves that are economically recoverable.

As of May 31, 2004, the Company has not achieved profitable
operations and has incurred losses of $5,111,273 since inception.
Its ability to continue as a going concern is dependant upon the
ability of the Company to generate profitable operations in the
future and to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business
operations when they come due.


MILLENIUM ASSISTED: Asks Court to Convert Case to Chapter 7
-----------------------------------------------------------
Millenium Assisted Living Residence at Freehold, L.L.C., asks the
U.S. Bankruptcy Court for the District of New Jersey to convert
its chapter 11 case to a liquidation proceeding under chapter 7 of
the Bankruptcy Code.

Millenium's employees are paid bi-weekly, one week in arrears.  An
$85,000 payroll was due on July 30, 2004.

Millenium attempted to obtain authorization for DIP financing but
its secured creditors thwarted that effort by refusing to consent.
Although Millenium's principals had previously been authorized to
loan funds to Millenium on an unsecured basis, nobody volunteered
to make the loan necessary to cover the July 30 payroll.

Accordingly Millenium is seeking to convert the chapter 11
proceeding to chapter 7 liquidation or, alternatively, to dismiss
the case.

Headquartered in Freehold, New Jersey, Millenium Assisted Living
Residence at Freehold, LLC, filed for chapter 11 protection on
June 7, 2004 (Bankr. N.J. Case No. 04-29097).  Larry Lesnik, Esq.,
and Sheryll S. Tahiri, Esq., at Ravin Greenberg PC represent the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it estimated over $10 million in
debts and assets.


MIRANT CORP: Phase I Key Employee Retention Program is Approved
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas gave
Mirant Corporation and its debtor-affiliates authority to pay the
remaining payments of Phase I of the Key Employee Retention
Program.

As reported in the Troubled Company Reporter on July 23, 2004,
Under Phase I, certain Key Employees were to be awarded stay
bonuses designed to provide the employees an incentive to remain
in their positions throughout the reorganization process.  The
Chief Executive Officer and Management Council members declined to
participate in Phase I of the KERP, which permitted the Debtors to
move the process of implementation of Phase I of the KERP forward
in a deliberate manner.

On February 13, 2004, the Court authorized the Debtors to make on
or after June 30, 2004, the first stay bonus payment to each
eligible Key Employee, but reserved judgment on the remaining
payments under Phase I of the KERP.  In addition, the Court
instructed the Debtors to deposit $8,000,000 into a segregated,
interest-bearing account from which the anticipated stay and
performance-based payments under both phases of the KERP are to be
paid.

This is the schedule of payments:

                                        Percentage of  Stay Bonus
Tier    Schedule of Payments            Base Salary     Award
----    --------------------           -------------  ----------
  IV     Earlier of December 31, 2004        18%          60%
         or plan filing

         Earlier of June 30, 2005 or         24%
         Plan effective date

  V      Earlier of December 31, 2004        15%          50%
         or plan filing

         Earlier of June 30, 2005 or         20%
         Plan effective date

  VI     Earlier of December 31, 2004        12%          40%
         or plan filing

         Earlier of June 30, 2005 or         16%
         Plan effective date

Participants must be actively employed on the payment dates to
receive the applicable Stay Bonus payment.

With the exception of amounts payable on account of: (i) the
participation of Curt Morgan, Executive-Vice President and Chief
Operating Officer for Mirant, and (ii) the payment to M. Michele
Burns, Chief Financial Officer for Mirant, the estimated aggregate
cost of the Remaining Payments under Phase I is about
$2,800,000.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  The Company filed for
chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590).  Thomas E. Lauria, Esq., at White & Case LLP represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed $20,574,000,000
in assets and $11,401,000,000 in debts. (Mirant Bankruptcy News,
Issue Nos. 39 & 42; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


NEWFIELD EXPLORATION: $325MM Sr. Sub. Notes Get Moody's Ba3 Rating
------------------------------------------------------------------
Moody's assigned a Ba3 rating to Newfield Exploration's (NFX) $325
million of senior subordinated notes and affirmed its Ba2 senior
implied, Ba2 senior unsecured, and Ba3 senior subordinated
ratings. The outlook is stable but sensitive to: significant
year-end 2004 reduction of leverage on proven developed (PD)
reserves from quite elevated pro-forma levels; sustaining healthy
cash-on-cash returns on reinvested capital and progress reducing
reserve replacement costs; sustaining adequate organic reserve
replacement and cost trends; and sustaining favorable sequential
quarter overall production trends.

The ratings are pro-forma for NFX's pending $575 million Inland
Resources acquisition, funded with common equity of just over 5
million shares (netting $277 million) plus the new senior
subordinated notes. Pro-forma for Inland, which has a very low 30%
of reserves in the funded PD reserve category, and the $187
million Denbury Offshore acquisition, NFX's funded PD reserve base
now carries the highest Debt/PD BOE leverage burden in its
history. Currently, there is negligible room in the ratings for
debt funded acquisitions. NFX may also need to demonstrate solid
capital productivity in its 2004 results to firm the rating
outlook.

Nevertheless, the ratings and outlook are supported by increased
scale and diversification, a modestly increased PD reserve life,
and expected reduced leverage by year-end 2004 and first half
2005, a goal aided by strong prices and NFX's hedging program.
Pro-forma reserves total 290 mmboe, with a healthy 75% of the
total in the PD reserve category. Important process expansions had
already been made by Inland's vital Salt Lake City refining market
to process the expected growth in Inland's black wax crude oil
production, removing a prior bottleneck.

The at least initially quite expensive Inland acquisition also
adds a new dimension to the portfolio which may eventually prove
to be a significant value generator and temper NFX' very high
reinvestment risk and capital intensity as embodied in its short
5.3 year pro-forma PD reserve life and high $11/boe three year
average reserve replacement costs. Inland adds a potentially
important, potentially lower risk, diversifying element to
NFX's effort, though at a high front-end cost and accompanying
high dependence on future drilling success across Inland's proven
undeveloped (PUD), probable, and possible reserves.

NFX believes the repeatability of future drilling success across
the 110,000 acre properties will be sufficiently productive to
justify $575 million paid for a low 16.3 mmboe of funded PD
reserves, 54.3 mmboe of total proven reserves needing some $200
million of future proven reserve development capital, and
approximately 7,000 boe per day of current production. Acquisition
risks are, to a degree, partly mitigated by attractive hedging.
Still, volume expectations and acquisition economics ride heavily
on commercial success drilling up Inland's PUD, probable, and
possible reserve drilling locations.

NFX paid a near record acquisition price per daily flowing barrel,
at approximately $82,143/boe of current reported production,
reflecting the high price paid for drilling prospects, and $14/boe
to $15/boe for proven reserves fully loaded for forthcoming proven
reserve development capital.  The acquisition price, debt
incurred, and especially low PD reserve component immediately
drive pro-forma Debt/PD BOE of reserves to the highest level in
NFX's history, exceeding $5.15/boe, up from $3.38/PD BOE at year-
end 2003 and $3.75/PD BOE pro-forma for the recently acquired
Denbury reserves.

The acquisition is a significant departure from NFX's regional
bases of experience. The principal advantage NFX brings to Inland
seems initially to be ample capital to accelerate development
drilling. However, while the region represents a new learning
curve for NFX, the retained Inland employees and other Newfield
employees are seasoned in the region. The Inland reserves are also
lower margin properties than NFX's Gulf of Mexico (GOM)
properties, with higher lifting and gathering costs and a reported
$3 price discount for production. Inland's black wax crude oil
has a very high paraffin content and very high pour point. This
increases energy costs to move it from wellhead to the Salt Lake
City refining center and requires a price discount by refiners due
to higher conversion costs.

NFX's leverage and high total costs reflect the challenges and
rising costs of building a North American exploration and
production firm, historically burdened by a heavy concentration of
short lived and high replacement cost GOM reserves but benefiting
too by very high natural gas and oil prices. Though Denbury added
to NFX's GOM concentration, Inland reduces the percentages of
EBITDA, production, and reserves generated from the GOM to
approximately pro-forma 55%, 40%, and 33%, respectively.

Notably, NFX's operating subsidiaries do not guarantee the
parent's senior subordinated or senior notes or the senior
unsecured bank facility. The notes are structurally subordinated
to subsidiary liabilities, though no debt currently resides at
subsidiaries. As a partial mitigant, while it remains in force and
as it is currently documented, NFX's bank revolver prohibits debt
at the subsidiaries. More importantly, while only 40% of pro-forma
reserves are currently held by the issuer, NFX states that the
transfer of other reserves to the parent may result in 60% of pro-
forma reserves and 72% of production at the parent. Moody's single
notches (instead of double notching) subordinated notes for Ba2 or
higher senior implied issuers unless structural subordination
factors require wider notching. If subsequent reinvestment
patterns materially shift NFX's resource balance to its
subsidiaries, the note ratings could fall by one notch.

Back-up liquidity is sound. After Inland and the note offering
close, the portion of the borrowing base available for revolving
drawdown and repayment would approximate $400 million, of which
$241 million is now drawn, excluding the borrowing base value the
banks may later provide for the Denbury and Inland reserves. NFX's
next scheduled borrowing base redetermination is November 1, 2004
when NFX expects its usable borrowing base to be increased from
approximately $400 million to somewhat over $550 million.

With a stable outlook, Moody's:

     -- Assigned a Ba3 rating to NFX's $325 million of 6.625%
        senior subordinated notes.

     -- Affirmed NFX's Ba2 senior implied rating.

     -- Affirmed a Ba2 rating on $175 million of 7.625% senior
        unsecured notes due 2011.

     -- Affirmed a Ba2 rating on $125 million of 7.45% senior
        unsecured notes due 2007.

     -- Affirmed a Ba3 rating on $250 million of 8.375% senior
        subordinated notes due 2012.

Generally, the ratings are supported by a history of sound funding
and business strategies; NFX's stated intention to reduce
effective leverage; larger reserve scale and diversification with
the addition over time of the onshore Lariat, EEX, and Inland
properties, adding or intensifying core areas onshore in the Uinta
Basin of the Rocky Mountains and in the Texas Gulf Coast and South
Texas properties; NFX's long established core position in the
shallow water GOM with deeper horizon potential; and NFX's ability
so far at strong prices and sound hedging to amply internally fund
its relatively high reserve replacement costs.

The ratings are restrained by: rising combined unit costs
(production, G&A, interest, and reserve replacement costs)
relative to unhedged mean prices; substantial pro-forma leverage
on PD reserves, especially in light of a short PD reserve life;
reinvestment risk and capital needs associated with NFX's 5 year
pro-forma PD reserve life; potentially higher front-end costs,
risks, and lead times inherent to NFX's moves into deepwater GOM,
Malaysia, and North Sea activity; and ratings flexibility needed
for additional strategic moves. NFX's pro-forma unit costs are
high, in the $20/boe range, due to three-year average reserve
replacement costs (RRC) of roughly $11/boe, resulting in reduced
cash-on-cash returns relative to several peers.

The pro-forma capital structure for June 30, 2004 would include
$1.112 billion of debt and $1.790 billion of common equity. Debt
maturities are not burdensome, with the debt structure currently
consisting of $241 million of senior unsecured bank debt under a
revolver maturing 2008, $125 million of senior notes due 2007,
$175 million of senior notes due 2011, $250 million of senior
subordinated notes due 2012, and the new $325 million of senior
subordinated notes due 2014.

Newfield Exploration is headquartered in Houston, Texas.


NEWAVE INC: Discloses $229,693 Net Loss in Second Quarter 2004
--------------------------------------------------------------
NeWave, Inc. (BULLETIN BOARD: NWAV), a provider of membership-
based online wholesale products and services through its
subsidiary OnlineSupplier.com, reported record revenue of
$1,828,752 for the quarter ended June 30, 2004.  Net loss was
($229,693) for the quarter ended June 30, 2004.  The Company's
complete results are available on its Form 10Q-SB for the period
ending June 30, 2004.


NeWave Chairman Michael Novielli stated, "We are extremely pleased
with our year to date performance as well as our rapid growth
rate.  Our business model continues to evolve as we have added
further revenue streams over the past six months.  He added,
"Given the continued healthy outlook for e-commerce, we remain
optimistic of our ability to deliver comparable quarterly growth
to our shareholders."

NeWave CEO Michael Hill commented, "During the second quarter
having achieved record revenue, our goal is to exponentially
continue to increase our monthly paid memberships as well as to
add new value products and services to our portfolio to establish
even higher levels of growth.  He added, "We believe our recent
relocation to a larger facility has already begun to pay dividends
which we should see reflected in our financials later this year."

                      About NeWave, Inc.

NeWave, Inc., through its wholly owned subsidiary
Onlinesupplier.com offers a comprehensive line of products and
services at wholesale prices through its online club membership.
Additionally, NeWave's technology allows both large complex
organizations and small stand-alone businesses to create, manage,
and maintain effective website solutions for e-commerce.  To find
out more about NeWave (OTC Bulletin Board: NWAV), visit
http://www.newave-inc.com/or http://www.onlinesupplier.com/

                         *     *     *

As reported in the Troubled Company Reporter's June 8, 2004,
edition, Kabani & Company's report on the Company's consolidated
financial statements for the fiscal years ended December 31, 2003,
and December 31, 2002, included an explanatory paragraph
expressing substantial doubt about NeWave's ability to continue as
a going concern.


OFFICE PORTFOLIO: $17.8M Class H Certs. Get Fitch's BB+ Rating
--------------------------------------------------------------
Fitch Ratings affirms Office Portfolio Trust's commercial mortgage
pass-through certificates, series 2001-HRPT as follows:

   -- $26.4 million class A-1 'AAA';
   -- $28 million class A-2 'AAA';
   -- $91 million class A-2-FL 'AAA';
   -- Interest-only class IO 'AAA';
   -- $11.6 million class B-FL 'AA+';
   -- $15.6 million class C-FL 'AA';
   -- $11 million class D 'A+';
   -- $10 million class E 'A';
   -- $11.1 million class E-FL 'A';
   -- $17.7 million class F 'BBB';
   -- $10.8 million class G 'BBB-';
   -- $17.8 million class H 'BB+'.

The affirmations are due to the static performance of the overall
portfolio since Fitch's last review in which the lower rated
classes were downgraded.  Fitch remains concerned with the two
Austin, Texas properties and will be closely monitoring the
leasing status.

The portfolio's adjusted net cash flow (NCF) based on the servicer
provided year-end 2003 financials has declined 13.6% since
issuance, but flat compared to the trailing twelve months
-- TTM -- ended March 2003. Overall portfolio occupancy as of June
2004 has declined to 82.1% compared to 83.3% at last review and
97.4% at issuance.  Based on a stress constant of 9.66%, the
corresponding portfolio's debt service coverage ratio (DSCR) as of
YE 2003 was 1.17 times (x) compared to 1.17x as of TTM March 2003
and 1.31x at issuance.

The certificates are secured by six cross-collateralized and
cross-defaulted mortgage loans on six office properties containing
approximately 2.2 million square feet -- sf -- and located in four
metropolitan markets.  The loans amortize on a 30-year
amortization schedule with a maturity date in January 2011.  As of
August 2004, the unpaid principal balance has amortized 3.7%.

Bridgepoint Square (17.4%) and Lakewood on the Park (9%), located
in Austin, Texas, have both experienced increases in vacancy.  As
of first-quarter 2004 (1Q'04), the Austin market vacancy was 23.9%
and asking rents as of 1Q'04 have declined to $17.60 per square
foot, from $22.59 at issuance.  The servicer reports that the
borrower is actively marketing the vacant space in both
properties.

Bridgepoint Square is a five-building office campus, totaling
approximately 442,263 sf., located in Austin, Texas.  According
the YE 2003 operating statement analysis report, the effective
gross income is insufficient to cover operating expenses.
Occupancy as of June 2004 declined to 33.5% compared to 37.4% as
of August 2003 and 100% at issuance.

The Lakewood on the Park office complex consists of three class A
office buildings totaling approximately 210,038 sf, located in
Austin, Texas.  As of YE 2003, the Fitch adjusted NCF declined to
$2 million compared to $3 million as of TTM March 2003 and $2.9
million at issuance.  Occupancy as of June 2004 dropped to 80%
compared to 90% as of August 2003 and 100% at issuance, with an
additional 22.2% NRA scheduled to expire in 2004. One of the three
buildings is currently 100% vacant.  A second building is
scheduled to become 100% vacant as of April 2005, when i2
Technologies is scheduled to vacate its space.

Despite the decline in performance of the two Austin, Texas
properties (26.5%), Fitch views the value for the four other
properties including a minimal value assigned to the Austin
properties to be sufficient to warrant affirmations at this time.
The four other properties (73.5%) are located in predominantly
strong submarket locations such as Washington, DC (21.2%) and Los
Angeles, California (28%).  All properties have above average
collateral quality.

Herald Square (12.3%), is an eleven-story, 187,875 sf class A
office building located in Washington, DC.  The Fitch adjusted NCF
as of YE 2003 has declined slightly compared to issuance and
occupancy has dropped to 89.5% compared to 96.0% at issuance.
Despite the decline in performance, the Washington, DC office
market remains strong with a 7.3% submarket vacancy.  In addition,
the average in-place rent is below market.

The three remaining properties: Cedar Sinai Medical (28%), PNC
Tower (24.3%) and 625 Indiana Avenue (8.9%) have continued to
benefit from strong occupancies and increased NCF performances.
The YE 2003 NCF for the three properties has increased 14% since
issuance.

The portfolio benefits from the experienced sponsorship and
management through HRPT Properties, rated 'BBB' by Fitch, and REIT
Management and Research, Inc., a wholly owned subsidiary of HRPT
Properties.

Fitch will continue to monitor the performance and leasing
activities of the portfolio, as surveillance is ongoing.


OMI TRUST: S&P Junks 2000-A M-2 & 2001-C M-1 Classes
----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on class
M-2 from OMI Trust 2000-A and class M-1 from OMI Trust 2001-C.

The lowered ratings reflect the reduced likelihood that investors
will receive timely interest and ultimate repayment of their
original principal investments.  OMI Trust 2000-A reported an
outstanding liquidation loss interest shortfall for its M-2 class
on the August 2004 payment date.  In addition, the rating on the
class M-1 for OMI 2001-C is being lowered in anticipation of a
liquidation loss interest shortfall on the next payment date.
Standard & Poor's believes that interest shortfalls will continue
to be prevalent in the future, given the adverse performance
trends displayed by the underlying pools of manufactured housing
retail installment contracts originated by Oakwood Homes Corp.,
and the location of write-down interest at the bottom of the
transactions' payment priorities (after distributions of senior
principal).

High losses have reduced the overcollateralization ratios for both
transactions to zero, resulting in the complete principal write-
down of the B-2, B-1, and M-2 classes.

Standard & Poor's will continue to monitor the outstanding ratings
associated with these transactions in anticipation of future
defaults.

                        Ratings Lowered
                        OMI Trust 2000-A

                                Rating
                    Class   To          From
                    -----   --          ----
                    M-2     D            CC

                        OMI Trust 2001-C

                                Rating
                    Class   To          From
                    -----   --          ----
                    M-1     CC          CCC


OPTICARE HEALTH: Reclassifies Long Term Debt as Current Liability
-----------------------------------------------------------------
OptiCare Health Systems, Inc., (Amex: OPT) has conducted a
preliminary review of the classification of its long term debt in
its previously reported financial statements for the year ended
December 31, 2003 and that the filing of its Form 10-Q for the
quarter ended June 30, 2004 will be delayed pending completion of
this review and the previously announced review of its accounting
for inventory and the restatement of its financial statements for
the quarter ended March 31, 2004.

The company now believes its classification as a long term
liability of approximately $9.7 million and approximately
$1.6 million as of December 31, 2003 and December 31, 2002,
respectively, owed under its loan agreement with its senior
lender, should be classified as a current liability.

In its Form 10-K for the year ended December 31, 2003, the company
reported current portions of long-term debt of approximately
$1.1 million and approximately $1.3 million as of
December 31, 2003 and December 31, 2002, respectively, and long-
term debt of approximately $11.5 million and approximately
$2.6 million as of December 31, 2003 and December 31, 2002,
respectively.  The company expects current portions of long-term
debt will be approximately $10.8 million and approximately
$2.8 million as of December 31, 2003 and December 31, 2002,
respectively, and long-term debt will be approximately
$1.8 million and approximately $1.0 million as of December 31,
2003 and December 31, 2002, respectively.  Accordingly, the
company expects to restate its previously reported financial
statements for the year ended December 31, 2003 to reflect the
reclassification of the debt.

The company does not expect any change in the net income or loss
available to common stockholders as originally reported for such
periods as a result of the expected restatement.  The Company's
management now believes that the amounts outstanding pursuant to
certain provisions contained in the credit facility should have
been classified as current liabilities rather than long-term debt,
pursuant to the provisions of consensus 95-22 issued by the
Financial Accounting Standards Board's Emerging Issues Task Force.

Based upon the review and the expected restatement, the company
concluded on August 17, 2004, that the company's previously
reported financial statements for the year ended December 31, 2003
should no longer be relied upon pending the filing of its amended
Annual Report on Form 10-K for the year ended December 31, 2003
which the company expects to file with the Securities and Exchange
Commission by September 3, 2004.

The Company has notified and discussed this matter with its
independent registered public accounting firm.

The company previously filed a Form 12b-25 with the Securities and
Exchange Commission which extended the due date of its Quarterly
Report on Form 10-Q for the quarter ended June 30, 2004 from
August 16, 2004 to August 23, 2004.  The company, however, is
delaying the filing of the Form 10-Q to assess the impact of this
restatement and the previously announced restatement of its
March 31, 2004 financial statements on the disclosure in the Form
10-Q before it is filed with the Securities and Exchange
Commission.  The company expects to file the Form 10-Q as soon as
practicable after completion of these restatements, which the
company expects to complete by September 3, 2004.

The company anticipates that in its consolidated statement of
operations for the quarter ended June 30, 2004, it will report
total net revenues for the six months ended June 30, 2004 of
approximately $60.3 million, down from approximately $63.4 million
for the six months ended June 30, 2003.  Total net revenues for
the three months ended June 30, 2004 is estimated at approximately
$30.8 million, down from approximately $32.0 million for the three
months ended June 30, 2003.  These decreases in total net revenues
principally resulted from decreased revenues at Wise Optical and
the Buying Group and lost revenues from terminated contracts
related to Managed Vision.

Loss from continuing operations for the six months ended
June 30, 2004 is estimated at approximately $1 million, down from
approximately $2.0 million for the six months ended June 30, 2003.
Loss from continuing operations for the three months ended
June 30, 2004 is estimated at approximately $0.1 million, down
from approximately $2.2 million for the three months ended June
30, 2003.  These decreases in loss from continuing operations
principally resulted from the company's efforts to improve
operating results at Wise Optical and the resulting decrease in
expenditures.

Net loss to common stockholders for the six months ended
June 30, 2004 is estimated at approximately $2.3 million, which is
equal to the net loss to common stockholders of $2.3 million for
the six months ended June 30, 2003.  Net loss to common
stockholders for the three months ended June 30, 2004 is estimated
at approximately $1.1 million, down from approximately
$2.3 million for the three months ended June 30, 2003.  These
decreases in net loss to common stockholders principally resulted
from the company's efforts to improve operating results at Wise
Optical and the resulting decrease in expenditures.

Additionally, on August 16, 2004, the company amended the terms of
its loan agreement with its senior lender.  In connection with the
amendment, the company received a waiver from its senior lender
for any non-compliance with the minimum fixed charge ratio
covenant under the loan agreement as of March 31, 2004,
April 30, 2004, May 31, 2004 and June 30, 2004 as a result of the
restatement of its March 31, 2004 financial statements.

The amendment also amended the loan agreement with its senior
lender to, among other things:

      (i) extend the maturity date of the revolving credit
          facility from January 25, 2006 to January 25, 2007,

     (ii) provide access to a $2.0 million temporary over-advance
          bearing interest at prime plus 5 1/2%, and in no event
          less than 6%, which is to be repaid in eleven monthly
          installments of $100,000 commencing on October 1, 2004
          with the remaining balance to be repaid in full by
          August 31, 2005, which is guaranteed by the company's
          major stockholder, Palisade Concentrated Equity
          Partnership, L.P.,

    (iii) change the fixed charge ratio covenant from 1.5 to 1 to
          not less than 1 and to extend the next test period for
          this covenant to March 31, 2005,

     (iv) decrease the minimum tangible net worth financial
          covenant from $(2.0) million to $(3.0) million, and

      (v) add a debt service coverage ratio covenant of between
          0.7 to 1.0 beginning October 31, 2004 through February
          28, 2005.

In addition, the waiver and amendment increased the termination
fee payable if the company terminates the revolving credit
facility by 2% and increased the yield maintenance amount payable,
in lieu of the termination fee, if the Company terminates the
revolving credit facility pursuant to a refinancing with another
commercial financial institution, by 2%.  The yield maintenance
amount was also changed to mean an amount equal to the difference
between:

    (i) the all-in effective yield which could be earned on the
        revolving balance through January 25, 2007; and

   (ii) the total interest and fees actually paid to its senior
        lender on the revolving credit facility prior to the
        termination or repayment date.

The company paid its senior lender $25,000 in financing fees in
connection with this waiver and amendment.

                  About OptiCare Health Systems, Inc.

OptiCare Health Systems, Inc., is an integrated eye care services
company focused on vision benefits management, the distribution of
products and software services to eye care professionals, and
consumer vision services, including medical, surgical and
optometric services and optical retail.


PEREGRINE INDUSTRIES: Bankruptcy Court Puts Company in New Hands
----------------------------------------------------------------
In June 2002, Peregrine Industries and its subsidiaries filed a
petition for Relief and Reorganization under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the Southern
District of Florida (Bankr. Case No. 02-24188).  In September
2002, the bankruptcy proceedings were converted to Chapter 7.  As
a result of the conversion to Chapter 7, the Company's assets were
transferred to a United States Trustee on September 4, 2002 and
the Company terminated its business operations.  During 2003, the
Bankruptcy Trustee disposed of substantially all of the assets of
Peregrine and its subsidiaries.  On February 12, 2004, the Trustee
for Peregrine Industries, Inc., and Park Avenue Group, Inc.
entered into a contract resulting in a change in control of
Peregrine Industries, Inc.  On March 15, 2004, the Bankruptcy
Court granted an order approving the contract and finding that
Park Avenue Group is a good faith purchaser within the meaning of
11 U.S.C. Section 363(m).  On March 29, 2004, the U.S. Bankruptcy
Court confirmed the order previously granted on March 15, 2004.

On March 29, 2004, the Court authorized a change in control of
Peregrine Industries.  The Court order further provided that the
sale was free and clear of liens, claims and interests of others
and that the sale was free and clear of any and all real or
personal property interests, including any interests in
Peregrine's subsidiaries.  The confirmed Court order provided that
the existing officers and directors were deemed removed from
office and also authorized the following:

     (i) the appointment of new members to the Company's Board of
         Directors;

    (ii) the amendment of the Company's Article of Incorporation
         to increase the number of authorized shares to
         100,000,000 shares;

   (iii) the issuance up to 30,000,000 shares of common stock, par
         value $0.0001 to the new management of the Company, which
         management was appointed by the newly-constituted Board
         of Directors;

    (iv) the authority to implement a reverse split of the issued
         and outstanding shares in a ratio to be determined by the
         Board of Directors;

     (v) the cancellation and extinguishment of all common share
         conversion rights of any kind, including without
         limitation, warrants, options, convertible bonds, other
         convertible debt instruments and convertible preferred
         stock; and

    (vi) the cancellation and extinguishments of all preferred
         shares of every series and accompanying conversion rights
         of any kind.

In connection with the change in control of the Peregrine
Industries, Thomas J. Craft, Jr., Ivo Heiden and Richard Rubin
became the Company's officers and directors on March 30, 2004.

The Company has paid a total of $7,456 for general and
administrative expenses, including accounting fees, reinstatement
fees, and other professional fees related to the preparation and
filing of its past due reports under the Exchange Act.  These
filings should enable the Company to become current in its
reporting obligations under the Exchange Act.  While it is
dependent upon limited interim payments made on behalf of the
Company by Park Avenue Group, Inc., to pay professional fees and
expenses, the Company has no written finance agreement with Park
Avenue Group, Inc., to provide any continued funding.

Peregrine has filed past due Uniform Business Reports with the
State of Florida and its corporate charter was reinstated on
April 2, 2004.

Peregrine Industries, Inc., a Florida corporation, was
incorporated in Florida in 1995.  The Company's registration
statement on Form 10-SB, registering its common stock under the
Exchange Act, was filed in October 1999.  The Company has not been
current in its filing obligations under the Exchange Act since
2001.  Peregrine Industries filed for bankruptcy under Chapter 11
of the Bankruptcy Code in June 2002, which proceeding was
converted to Chapter 7 in September 2002.  At a board meeting on
April 22, 2004, the Board approved a change of the Company's
fiscal year from September 30 to June 30.  The Company filed its
report on Form 8-K and will file past due annual reports on Form
10-KSB for the fiscal years ended September 30, 2003 and June 30,
2004, which will contain its audited financial statements for the
respective periods.  The Company will also file past due quarterly
reports on Form 10-QSB for the transition period ending
June 30, 2004, for the purpose of becoming current in its Exchange
Act reporting obligations.


PG&E NAT'L: Court Expands Morrison's Employment as Special Counsel
------------------------------------------------------------------
PG&E National Energy Group, Inc., and its six energy trading
debtor affiliates sought and obtained the permission of the U.S.
Bankruptcy Court for the District of Maine to expand the scope of
Morrison & Foerster, LLP's employment as special counsel.
Morrison & Foerster will represent the NEG Debtors with respect to
the assignment and transfer of certain claims held by the NEG
Debtors.

Before the Petition Date, NEGT Energy Trading - Power, LP,
entered into various transactions with USGen New England, Inc.
Pursuant to the transactions, USGen owes ET Power $101,000,000.
The NEG Debtors are considering assigning the ET Power Claim to a
third party.  The NEG Debtors require the services of a
specialized counsel to assist them in the negotiation and
documentation of the assignment and transfer of the ET Power
Claim, and the transfer and assignment of other claims to third
parties.

The NEG Debtors selected Morrison & Foerster and specifically,
Charles M. Cole, a partner at Morrison & Foerster, to provide the
Additional Services due to Mr. Cole's:

   (a) prior representation of the NEG Debtors.  Mr. Cole
       represented the NEG Debtors when he was a partner at
       Clifford Chance, LLP.  Clifford Chance was retained in the
       NEG Debtors' Chapter 11 cases as special regulatory
       counsel;

   (b) experience in the negotiation and documentation of complex
       energy related claim assignments; and

   (c) familiarity with the issues that arise in connection with
       the transactions.

As a consequence of Mr. Cole's previous representation, the NEG
Debtors believe that Morrison & Foerster is both well qualified
and uniquely able to provide the Additional Services in a most
efficient and timely manner.

Mr. Cole assures the Court that Morrison & Foerster represents no
interest adverse to the NEG Debtors, their affiliates, or their
estates.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- develops, builds, owns and operates
electric generating and natural gas pipeline facilities and
provides energy trading, marketing and risk-management services.
The Company filed for Chapter 11 protection on July 8, 2003
(Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $7,613,000,000 in assets and
$9,062,000,000 in debts. (PG&E National Bankruptcy News, Issue No.
26; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PILLOWTEX CORP: Selling Miscellaneous Assets for $271,911
---------------------------------------------------------
Pillowtex Corporation and its debtor-affiliates own a diverse
array of assets, including real, personal and intangible property.
The Debtors have negotiated the terms of a transaction with GGST
LLC for the sale of certain of these assets, other than inventory
and accounts receivable to GGST.

As reported, the Debtors filed their Chapter 11 cases to
facilitate the continued wind-down of their operations, an
orderly liquidation of the estates' assets and the fixing of
their liabilities.

In connection with their Orderly Liquidation, the Debtors intend
to sell substantially all of their assets during the pendency of
these cases, including certain assets that may not ultimately be
sold or otherwise transferred to GGST in connection with the Sale
Transaction, and including certain classes of assets, like
inventory and accounts receivable, which are specifically
excluded from the Sale Transaction.  According to William H.
Sudell, Jr., Esq., at Morris, Nichols, Arsht & Tunnell, in
Wilmington, Delaware, these sales will involve many non-core
assets that, in most cases, are of relatively de minimis value
compared to the Debtors' total asset base.  Nevertheless, many of
these asset sales may constitute transactions outside of the
ordinary course of the Debtors' businesses that typically would
require individual Court approval pursuant to Section 363(b)(1)
of the Bankruptcy Code.

Pursuant to this Court-approved Miscellaneous Asset Sale
Procedures, the Debtors notify the Court that they will sell
these miscellaneous assets for $271,911:

(1) Assets:            Inventory located in Kannapolis, North
                       Carolina

    Debtor-seller:     PTEX, Inc.

    Purchaser:         International Home Fashions, Inc.

    Price:             $27,675

(2) Assets:            Inventory located in Kannapolis, North
                       Carolina

    Debtor-seller:     PTEX, Inc.

    Purchaser:         J & S Fibers Co., Inc.

    Price:             $19,236

(3) Assets:            Land and improvements located at 127 New
                       Street in the City of Eden, North Carolina

    Debtor-seller:     Fieldcrest Cannon Transportation, Inc.

    Purchaser:         Norman L. Nance

    Price:             $225,000

Headquartered in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sold top-of-the-bed products to
virtually every major retailer in the U.S. and Canada.  The
Company filed for Chapter 11 protection on November 14, 2000
(Bankr. Del. Case No. 00-4211), emerged from bankruptcy under a
chapter 11 plan, and filed a second time on July 30, 2003 (Bankr.
Del. Case No. 03-12339).  The second chapter 11 filing triggered
sales of substantially all of the Company's assets.  David G.
Heiman, Esq., at Jones Day, and William H. Sudell, Jr., Esq., at
Morris Nichols Arsht & Tunnel, represent the Debtors.  On July 30,
2003, the Company listed $548,003,000 in assets and $475,859,000
in debts. (Pillowtex Bankruptcy News, Issue No. 68; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


POCONO INCREDIBLE: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Pocono Incredible Inn, Inc.
        dba Kelley's Pocono Crest
        PO Box 105
        21 Bridge Terrace
        Fort Montgomery, New York 10922

Bankruptcy Case No.: 04-37012

Type of Business: The Debtor operates a resort located on
                  60 acres of naturally wooded countryside
                  beside Lake Tammany.

Chapter 11 Petition Date: August 23, 2004

Court: Southern District of New York (Poughkeepsie)

Debtor's Counsel: John A. Poka, Esq.
                  509 Broad Street
                  Milford, Pennsylvania 18337
                  Tel: (570) 596-5297

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million

Debtor's 3 Largest Unsecured Creditors:

Entity                            Nature Of Claim   Claim Amount
------                            ---------------   ------------
Wayne County Court Of Assessment                        $100,000

PP & L                            Value of Security:     $30,000
                                  $4,400
                                  Unsecured:
                                  $25,600

Family Communications                                     $4,400


PRIME HOSPITALITY: Blackstone Offer Prompts Moody's Rating Review
-----------------------------------------------------------------
Moody's Investors Services placed the ratings of Prime Hospitably
Corporation (Prime) on review for possible downgrade.  The ratings
on review for possible downgrade are:

       -- Senior implied rated Ba3

       -- Senior unsecured issuer rating rated B1

       -- $200 million, 8.375% senior subordinated global notes,
          due May 1, 2012, rated B2.

The rating action was prompted by Prime's recent announcement that
it has signed a definitive agreement to be acquired by affiliates
of the Blackstone Group for an estimated purchase value of
approximately $790 million, including debt. Prime also announced
it will be commencing a tender for the 8.375% senior subordinated
global notes (the notes), which also benefit from a change of
control provision in the bond indenture.  Moody's review will
focus on the progress and consummation of the proposed
acquisition, as well as the ultimate capital structure, in regards
to Prime's ratings and more importantly the rating on the notes.

Prime Hospitality Corp. owns, manages and franchises 250 hotels
throughout the United States. The company owns and operates three
proprietary brands: AmeriSuites, Wellesley Inn & Suites, and Prime
Hotels and Resorts. Prime also owns and/or manages hotels operated
under franchise agreements with national lodging chains including
Hilton, Radisson, Sheraton, Holiday Inn and Ramada.


PROVINCE HEALTHCARE: LifePoint Offer Prompts Moody's Rating Review
------------------------------------------------------------------
Moody's Investors Service placed the ratings of LifePoint
Hospitals, Inc., LifePoint Hospital Holdings, Inc., and Province
Healthcare Company on review for possible downgrade.  The rating
action follows the announcement by LifePoint that it has entered
into an agreement to purchase Province in a transaction valued at
approximately $1.7 billion including the assumption of Province's
debt by LifePoint.  The ratings placed on review for possible
downgrade are:

    LifePoint Hospitals, Inc. (parent)

       -- Ba3 senior implied rating

       -- B2 senior unsecured issuer rating

       -- $250 million 4.5% convertible subordinated notes due
          2009, rated B3

    LifePoint Hospital Holdings, Inc. (operating company)

       -- $200 million senior secured revolving credit facility
          due 2006, rated Ba2

    Province Healthcare Company

       -- Ba3 senior implied rating

       -- $210 million senior secured revolving credit facility
          due 2006, rated Ba3

       -- B2 senior unsecured issuer rating

       -- $200 million senior subordinated notes due 2013,
          rated B3

       -- $172.5 million convertible subordinated notes due 2008,
          rated B3

Moody's review will primarily focus on LifePoint's ability to
service its new, and significantly higher, debt burden with free
cash flow from operations. While the combination of LifePoint and
Province will diversify LifePoint's revenues and cash flows,
Moody's will consider the capital needs of the combined company
going forward. Specifically, Moody's is concerned about the
existing capital projects in development at Province and the
effect these capital projects will have on free cash flow in the
face of significantly higher debt loads at LifePoint.

Upon completion of its review and the closing of the transaction,
Moody's would likely withdraw the ratings of Province. This
assumption is based on the fact that LifePoint has stated its
intention to refinance or force conversion for all of Province's
existing debt.

LifePoint Hospitals, Inc. operates 30 hospitals in non-urban
communities. For the twelve months ended June 30, 2004, LifePoint
reported revenues of approximately $968 million.

Province Healthcare is a provider of health care services in
attractive non-urban markets in the United States. The Company
owns or leases 20 general acute care hospitals in 12 states with a
total of 2,486 licensed beds. For the twelve months ended June 30,
2004, Province reported total revenues of approximately $780
million.


PSINET: Consulting Will Pay $6.9M to End Intercompany Dispute
-------------------------------------------------------------
Harrison J. Goldin, Chapter 11 Trustee to PSINet Consulting
Solutions Holdings, Inc., reached a settlement agreement with the
PSINet Liquidating L.L.C., the successor-in-interest to
PSINet, Inc., resolving all disputes in the inter-company
litigation between the parties (Adv. Proc. No. 02-8077A) (REG).

As a result of the settlement, the Consulting estate will make a
one-time cash payment of $6.9 million to PSI LLC payable upon
approval of the settlement by the United States Bankruptcy Court
for the Southern District of New York in the Consulting Chapter 11
case.  For any questions, contact Peter S. Goodman at Andrews
Kurth LLP (212) 850-2849.

As reported in the Troubled Company Reporter on October 4, 2002,
the majority of the businesses of PSINet Consulting's
subsidiaries have been sold, and the Consulting's 401(k) Plan
retains no assets, known participants or beneficiaries.

PSINet Consulting Solutions Holdings, a subsidiary of PSINet Inc.,
filed for chapter 11 protection on September 10, 2001.

Headquartered in Ashburn, Virginia, PSINet Inc. is a provider of
Internet and IT solutions, offering hosting solutions, and a
full suite of retail and whole sale Internet services through
wholly owned PSINet subsidiaries.  The Company filed for chapter
11 protection on May 31, 2001.  William J. Perlstein, Esq. at
Wilmer, Cutler & Pickering represents the Debtor in its chapter 11
case.  At the time of the filing, PSINet had total assets of
$2.2 billion and total liabilities of $4.3 billion, of which
$2.9 billion is bond debt.


RELIANCE GROUP: PBGC Attacks RFS Plan Confirmation on Three Bases
-----------------------------------------------------------------
On December 19, 2001, Pension Benefit Guaranty Corporation timely
filed proofs of claim against Reliance Financial Services
Corporation in connection with Reliance Insurance Company
Employee Retirement Plan and the Reliance Group Holdings, Inc.
On July 16, 2004, PBGC filed amended claims with respect to the
RIC Plan.

PBGC asserts administrative priority and general unsecured claims
against RFSC at these estimated amounts:

                                       RGH Plan        RIC Plan
                                       --------        --------
   Unfunded Benefit Liabilities     $18,500,000    $119,800,000
   Minimum Funding Contributions   unliquidated      34,535,497
   Unpaid Insurance Premiums       unliquidated       1,250,428

RFSC, RGH and RIC are part of a "controlled group" as defined
under 29 U.S.C. Section 1301(a)(14).  RIC, a wholly owned
subsidiary of RFSC, was the contributing sponsor of the RIC Plan
until it was terminated effective February 28, 2002.  RGH is the
contributing sponsor of the RGH Pension Plan.

On February 25, 2004, PBGC issued a Notice of Determination that
the RGH Pension Plan should be terminated effective as of
January 31, 2004, and PBGC should be appointed as statutory
trustee.  On July 22, 2004, PBGC filed an action before the
United States District Court for the Southern District of New
York to facilitate the Determination.

On July 16, 2004, the Official Unsecured Bank Committee and the
Official Unsecured Creditors' Committee objected to PBGC's
Claims.

                     Plan Is Not Confirmable

PBGC General Counsel James J. Keightley asserts that the Plan is
not confirmable as it violates Section 1129(a)(1) of the
Bankruptcy Code.  More specifically, the Plan's classification
scheme is contrary to Sections 1122 and 506(a).  The third party
releases are contrary to Section 524(e), and the so-called
required "Opt-Out" provision violates Section 1123(a)(4).

                    The Classification Scheme

The Bank Claims are secured by the pledge of the RIC Common
Stock, which is of questionable value.  Section 506(a) provides
that:

    "An allowed claim of a creditor secured by a lien on property
    in which the estate has an interest . . . is a secured claim
    to the extent of the value of such creditor's interest
    in the estate's interest in such property[.]"

Essentially, a secured creditor's allowed secured claim is
limited to the value of the collateral.

The Bank Committee asserts that as a result of the pledge of the
RIC Common Stock and the "proceeds" of the stock under the Bank
Credit Agreement, the Bank Claims are entitled to distribution of
any cash dividends from RIC and the value of the Net Operating
Loss Carry-forwards.  The Plan also provides that the Bank Claims
will be allowed in full.  In other words, the Bank Claims are
entitled to payment in full as secured claims despite the fact
that the RIC Common Stock may not have value.

According to Mr. Keightley, the allowed secured claim is limited
to the value of the RIC stock, which is worthless because RIC
will not have sufficient funds to pay all its debts.  The
Pennsylvania Insurance Commissioner estimates that RIC will leave
over $3,000,000,000 in policy claims unpaid.  For RFSC, as sole
shareholder of RIC, to receive a dividend on account of its
ownership, RIC would be required to pay all of its debts,
including those owed to the underfunded Pension Plans.
Therefore, the Bank Claims are undersecured.  The Bank Claims
should be classified as unsecured deficiency claims and should
share in recovery pro rata with all general unsecured claims.

The Disclosure Statement indicates that the Section 847 Tax
Refunds are part of the collateral securing the Bank Claims.
However, Mr. Keightley argues that the Section 847 Tax Refunds
with their distributions, are part of a tax sharing agreement
that resolved contractual disputes among the parties.  The
Section 847 Refunds are not the payment of a dividend by RIC.
Therefore, the Bank Committee's assertion that it is entitled to
these funds is without support.  Since these assets are not part
of the collateral securing the Bank Claims, the allowed secured
claim cannot be classified so.

                     The Release Provisions

The Plan provides for a broad release of third parties that is
inconsistent with Section 524(e).  The release provisions could
adversely impact PBGC's ability to pursue its joint and several
claims related to the Pension Plans.  The release provisions
could also have an adverse impact on other ERISA claims,
including claims for breach of fiduciary based on the
administration of the Pension Plans.

According to Mr. Keightley, there are no "unusual circumstances"
that justify the release of third parties.  The releases are not
necessary to RFSC's reorganization.  In fact, the release
provisions carve out causes of actions against directors,
officers, and employees for prepetition actions as well as
liability to government entities, not including PBGC.  The focus
of the release provisions is the release of RGH, the Bank
Committee and the Creditors Committee from any and all liability.
However, PBGC's Pension Plan Claims are asserted as joint and
several liability of RFSC and RGH, and were filed in both
estates.  The RFSC Plan should not release RGH from liability for
the Pension Plans.

Mr. Keightley also notes that no consideration is being provided
to PBGC for the release of the third parties.

                      The Opt-out Provision

Under the Plan, holders of Class 2 or Class 4a claims who opt out
of assigning claims against directors and officers to RGH, will
not receive rights to a pro rata distribution from the RFSC
Litigation Proceeds.  Mr. Keightley reminds Judge Gonzalez that
Section 1123(a)(4) requires that a plan provide for the same
treatment for each claim or interest in a particular class.
Requiring a creditor in a class to assign its third party claims
to participate in distribution results in unfair treatment to the
non-assigning creditor.

The Opt-out Provision requires that Class 4a claimholders assign
their Litigation Claims, including fiduciary breach claims of the
Pension Plans, to RGH.  Mr. Keightley points out that, once PBGC
becomes statutory trustee, it has the authority to pursue
fiduciary breach claims on the Pension Plan's behalf.  These
claims are assets of the Pension Plan rather than of PBGC.  The
assignment of fiduciary breach claims to a third party would be
contrary to the letter and spirit of ERISA.  Therefore, PBGC
cannot be required to either violate the law to participate in
distribution or elect to opt-out of distribution and forego
recovery on its claims for Unfunded Benefit Liabilities, Minimum
Funding Contributions and Unpaid Insurance Premiums.

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of
Reliance Financial Services Corporation. Reliance Financial, in
turn, owns 100% of Reliance Insurance Company. The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts.  The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania. (Reliance Bankruptcy News,
Issue No. 59; Bankruptcy Creditors' Service, Inc., 215/945-7000)


REVLON INC: Redeems $64.5 Million of 12% Senior Secured Notes
-------------------------------------------------------------
Revlon, Inc., (NYSE: REV) and its wholly owned subsidiary, Revlon
Consumer Products Corporation, together reported the completion of
the previously announced redemption of all RCPC's remaining 12%
Senior Secured Notes due 2005.  The aggregate outstanding
principal amount redeemed was $64.5 million, representing all of
the 12% Notes that remained outstanding following RCPC's
successful tender offer and consent solicitation for the 12% Notes
which was completed last month as part of a comprehensive debt
refinancing.

The debt refinancing featured RCPC's repurchase of approximately
$299 million aggregate principal amount of the 12% Notes pursuant
to the Tender Offer and a new $960 million credit facility from
Citicorp USA, Inc., and Citigroup Global Markets, Inc., and a
syndicate of lenders.

RCPC redeemed the remaining $64.5 million aggregate principal
amount of the 12% Notes for a total redemption price of
$73.5 million, including the applicable premium and interest.

                         About Revlon

Revlon is a worldwide cosmetics, fragrance and personal care
products company.  The Company's vision is to deliver the promise
of beauty through creating and developing the most consumer
preferred brands.  Websites featuring current product and
promotional information can be reached at http://www.revlon.com/
and http://www.almay.com/  Corporate investor relations
information can be accessed at http://www.revloninc.com/ The
Company's brands, which are sold worldwide, include Revlon(R),
Almay(R), Ultima(R), Charlie(R), Flex(R) and Mitchum(R).

At June 30, 2004, Revlon Inc.'s balance sheet showed a
$993.5 million stockholders' deficit, compared to a $1.7 billion
stockholders' deficit at December 31, 2003.


SAFETY-KLEEN: Creditor Trust's 2nd Quarter 2004 Status Report
-------------------------------------------------------------
Oolenoy Valley Consulting, LLC, as Trustee of the Safety-Kleen
Creditor Trust Agreement, present to the Court its quarterly
status report for the period starting April 1, 2004 through June
30, 2004.

                  Report on Collective Assets

(a) Cash Component Trust Distribution

About $487,738 in disbursements were made from the Cash Component
Trust Distribution during the Reporting Period.

(b) Avoidance Claims

During the last week of May and the first week of June 2002, the
Reorganized Debtors commenced adversary proceedings against 421
defendants seeking to avoid and recover preferential transfers
under Sections 547 and 550 of the Bankruptcy Code, or, in the
alternative, fraudulent transfers under Sections 548 and 550 of
the Bankruptcy Code. During the following 18 months, the
Reorganized Debtors sought and obtained from the Court a series of
orders extending the time to effect service of process on the
defendants through and including 90 days following the Plan
Effective Date.

Within a period of weeks after the Trust Agreement was executed,
the Trustee began the process of serving the original summonses
and complaints, and filing and serving amended summonses and
amended complaints to reflect the substitution of the Creditor
Trust as the plaintiff in the avoidance actions.  At approximately
the same time, the Trustee embarked on an aggressive campaign
designed to aid the settlement of the Avoidance Actions through
demand letters and, in many cases, an informal exchange of
information with the defendants.

During the Reporting Period, the Trustee recovered $1,142,245.75
from the settlement of various Avoidance Actions, and 29 actions
were dismissed as the result of the ensuing bankruptcy of the
defendant, or an inability to effect service of process on the
proper defendant.  The Trustee is continuing to negotiate with
many of the defendants in the Avoidance Actions in an effort to
resolve the claims in an expeditious and cost-effective manner.

(c) Laidlaw Distribution and Cash Component Distribution

There were no distributions from the Laidlaw Distribution and Cash
Component Distribution during the Reporting Period.

                  PwC Litigation Distribution

As of the end of the Reporting Period, the PwC Litigation Claim
and Lenders' PwC Litigation Claim remained pending.  The Trustee
is unable to make any current estimate either as to the likelihood
or timing of any recovery from those actions.

                Report on Claims Reconciliation

Pursuant to the Trust Agreement and the Plan, the Trustee is
responsible for administering, disputing, compromising and making
distributions on account of claims in Classes 4 through 7.

As of the beginning of the Reporting Period, there were
approximately:

    -- 640 claims and scheduled liabilities in Class 4 totaling
       $519,653,000; and

    -- 21,530 claims and scheduled liabilities in Class 7
       totaling $3,711,186,000.

As a result of the Trustee's success in prosecuting claims
objections and, in many cases, obtaining voluntary withdrawals of
claims, as of the end of the Reporting Period, approximately:

    -- 400 Class 4 claims and scheduled liabilities remained
       totaling $290,000,000; and

    -- 18,300 Class 7 claims and scheduled liabilities remained
       totaling $555,000,000.

The Trustee is working diligently to reconcile the remaining
claims in Classes 4 through 7.  On May 24, 2004, the Trustee
obtained a Court Order approving certain settlement agreements
allowing various bond claims in amounts negotiated between the
Trustee and the claimants. The Trustee's deadline for objecting to
claims in classes 4 through 7 has also been extended through
December 18, 2004.

In addition to the claims reconciliation activity, on May 6, 2004,
the Trustee asked the Court to authorize the amendment of the
Trust Agreement, which amendment would reduce expenses by:

    (a) providing that notice of certain matters may be given to
        Beneficiaries of the Trust through publication on the
        Trust's Web site, or by mail upon written request of a
        Beneficiary; and

    (b) consolidating the 2003 year with the 2004 year annual
        reporting requirements.

The Court approved the Trustee's request on May 24, 2004.

            Income and Distributions by the Trustee

                   Safety-Kleen Creditor Trust
          Statement of Cash Receipts and Disbursements
            For the three months ended June 30, 2004

                            Class 4 & 5   Class 6 & 7
                               Claims        Claims       Total
                           ------------  ------------  -----------
Cash receipts:
    Initial funding                  --            --           --
    Preference collections           --    $1,142,246   $1,142,246
                           ------------  ------------  -----------
                                     --    $1,142,246   $1,142,246

Cash receipts from
investing activities:
    Interest income             $33,158         1,886       35,044

Cash disbursements
from trust operations:
    Distributions                    --            --           --
    Trust expenses                   --       487,738      487,738
                           ------------  ------------  -----------
                                     --       487,738      487,738

Net increase in cash            33,158       656,394       689,552
Cash, beginning of period   28,404,518     1,096,093    29,500,611
                           ------------  ------------  -----------
Cash, end of period        $28,437,676    $1,752,487   $30,190,163
                           ============  ============  ===========

Headquartered in Delaware, Safety-Kleen Corporation --
http://www.safety-kleen.com/-- provides specialty services such
as parts cleaning, site remediation, soil decontamination, and
wastewater services.  The Company, along with its affiliates,
filed for chapter 11 protection (Bankr. D. Del. Case No. 00-02303)
on June 9, 2000.  Gregg M. Galardi, Esq., at Skadden, Arps, Slate,
Meagher, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,031,304,000 in assets and $3,333,745,000 in liabilities.
(Safety-Kleen Bankruptcy News, Issue No. 81; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


SAXON ASSET: Fitch Downgrades Class BF-1 Trust Issue to BB+
-----------------------------------------------------------
Fitch has taken rating actions on these Saxon Asset Securities
Trust issue:

   Series 1999-5

      -- Class AF-1 affirmed at 'AAA';

      -- Class MF-1 affirmed at 'AA';

      -- Class MF-2 affirmed at 'A';

      -- Class BF-1 downgraded to 'BB+' from 'BBB' and removed
         from Rating Watch Negative.

The 1999-5 transaction is backed by a pool of fixed-rate mortgage
loans secured by a first lien on mortgaged properties.  The
negative rating action on class BF-1 is taken due to the worse
than expected performance of the underlying collateral in this
deal.  The high level of losses incurred has resulted in the
decline of overcollateralization -- OC, to approximately
$2,598,658, or 4.12% of the collateral balance, as of the
July 2004 distribution date.  Target OC is currently at
$2,835,277, and the twelve-month average monthly loss, after
application of excess spread, is approximately $143,167.  Current
and twelve-month average of 90+ delinquencies (including
bankruptcies, foreclosures and real estate owned) stand at 20.87%
and 21.59% respectively.  The Pool Factor of this deal is
currently at 21%.

The bonds are paying down sequentially as a result of a
delinquency-based trigger event.  Currently, all principal
payments are directed to class AF-1.

The affirmations on the above classes reflect credit enhancement
consistent with future loss expectations.  Fitch will continue to
closely monitor this deal.


SOLECTRON CORP: Moody's Puts Ba3 Rating on $500M Credit Facility
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Solectron
Corporation's new $500 million senior secured revolving credit
facility, scheduled to mature in 2007.  Concurrently, Moody's
affirmed the company's existing ratings, outlook and liquidity
score based upon its ongoing ability to deliver steadied operating
performance, a materially deleveraged capital structure and early
signs of rebounding cash flow generation.  The outlook remains
stable, weighing the materially reduced financial risks against
the company's ongoing challenges for sustained improvement in the
face of unsettled OEM demand trends, a general lack of visibility
and a business model that continues to lag peers in terms of
operating margins, profitability and free cash flow generation.
The following rating actions were taken:

      (i) Assigned a Ba3 rating to Solectron's new $500 million
          guaranteed senior secured revolving credit facility, due
          2007;

     (ii) Assigned a B3 rating to Solectron's remarketed
          $64.3 million 7.97% subordinated debentures due 2006
          (represents residual balance of the $1.07 billion 7-1/4%
          subordinated adjustable-conversion-rate equity security
          units (ACES) due 2006, with the remainder having been
          previously exchanged for cash and stock);

    (iii) Affirmed the B1 rating for Solectron's $150 million
          7-3/8% senior notes, due 2006;

     (iv) Affirmed the B1 rating for Solectron's $500 million
          9-5/8% senior notes, due 2009;

      (v) Affirmed the B1 rating for Solectron's $10.3 million
          (current accreted value) zero coupon liquid yield option
          notes (LYONs), yielding 2 3/4%, due 2020;

     (vi) Affirmed the B1 rating for Solectron's $3 million
          (current accreted value) zero coupon LYONs, yielding
          3-1/4%, due 2020;

    (vii) Affirmed the B1 rating for Solectron's $450 million 0.5%
          convertible senior notes, due 2034;

   (viii) Affirmed the ratings for Solectron's $3.0 billion
          universal shelf registration for senior debt,
          subordinated debt and/or preferred stock (of which
          approximately $300 million remains undrawn) at
          (P)B1/(P)B3/(P)Caa1;

     (ix) Withdrew the Ba3 rating on Solectron's $250 million
          guaranteed senior secured revolving credit facility, due
          2005;

      (x) Withdrew the B3 rating on Solectron's $1.07 billion
          (post-exchange & pre-remarketing of this issue, face
          value totaled $64.3 million) 7-1/4% subordinated
          adjustable-conversion-rate equity security units (ACES),
          due 2006;

     (xi) Affirmed the B1 senior implied rating;

    (xii) Affirmed the B1 senior unsecured issuer rating; and

   (xiii) Affirmed the SGL-1 speculative grade liquidity rating.

The Ba3 rating on the senior secured credit facility is predicated
on the enforceability of the financing structure and collateral
package as proposed, and subject to final review of the associated
documentation.  This rating reflects the facility's senior
position within the company's capital structure.  Further, the
underlying ample collateral coverage supports its notching up from
the B1 senior implied rating.  The facility is secured by a first
priority interest in the borrower and domestic subsidiaries'
accounts receivable, inventory and equipment as well as a 100%
stock pledge from all domestic "material" subsidiaries and a 65%
stock pledge from first tier material foreign subsidiaries.  The
facility will also be supported by unconditional joint and several
guarantees from the company's domestic direct and indirect
subsidiaries.  Proposed financial covenants, measured based on
mutual agreement with the bank group concerning core financial
data to include EBITDA, consist of a minimum cash interest
coverage test of 4.0x and a maximum total leverage test initially
set at 3.75x for F4Q04 (subsequently, follows a step-down
schedule).  The new revolver will be utilized to support working
capital, capital expenditure and other general corporate purposes.

The B3 rating on the 7.97% debentures reflects the adoption of the
rating previously assigned to the formerly outstanding ACES.
These security units, which consisted of a contract to purchase
common stock from the company and debentures (the underlying focus
upon which this rating was based), were predominantly exchanged
for a mix of stock and cash in May 2004.  The remaining
$64.3 million "stub" debentures were successfully remarketed to
independent investors, with the underlying notes maintaining their
maturity date, interest payment dates (the coupon was reset, based
on market conditions, at 7.97%) and ranking.  As a result, these
"remarketed" debentures were assigned the same B3 rating as their
predecessor incorporated within the ACES unit structure.

The affirmed rating profile reflects Solectron's still highly
leveraged capital structure (as of F3Q04, 4.6x senior debt and
4.9x total debt to adjusted EBITDA; reflects Moody's "bottoms-up"
definition excluding non-recurring & unusual charges), its lagging
profitability margins in comparison to peers and sporadic positive
free cash flow generation.  Incorporating these business model
concerns, combined with increasingly subdued OEM demand
expectations and a somewhat challenged pricing environment, the
company's existing rating profile and stable outlook remain
appropriate.

Offsetting these issues, the ratings take into account Solectron's
very good liquidity position (current net debt of $41.1 million as
of May 2004), gradually improved operating results, longstanding
tier 1 industry position validated by sterling customer
relationships as well as continued distinguishing new program
wins, and increasing confidence in the company's ability to
consistently produce improved operating results.  Further, the
ratings reflect the company's ability to delivery on the numerous
operational and strategic objectives outlined in early 2004,
including the:

     (i) completion of restructuring activities;

    (ii) completion of manufacturing capacity shifts to low cost
         regions;

   (iii) disciplined execution of previously announced
         divestitures for aggregate value within guided
         expectations; and

    (iv) material reduction in financial leverage.

Notwithstanding this positive momentum, the aforementioned
expectations for softened demand during the CY2H leads the rating
agency to anticipate the following somewhat scaled back FY2005
operating performance expectations:

     (i) mid-single digit sales growth;

    (ii) low 5% area gross margins; and

   (iii) 1.5-2% operating margins (continued intense competitive
         dynamics and OEM price pressures offsetting restructuring
         as well as lean manufacturing initiative benefits).

The ratings outlook remains stable at this time, reflecting the
company's modest operational improvement since the October 2003
downgrade.  The company has attained slightly improved YTD FY2004
operating results, reflecting improved end market demand with
modestly expanding margins resulting from prior period cost cut
initiatives, early benefits from lean manufacturing implementation
and modest amounts of positive operating leverage.  Nonetheless,
the company has only just returned to profitability and positive
free cash flow generation, with the necessity for more material,
sustained improvement before any considerations are made regarding
positive rating action.  With the unexpected stream of operational
slowdowns reported by companies throughout the electronic supply
chain, it is unclear whether the more guarded market expectations
reflect temporary issues concerning inventory work-through or more
tangible end-market demand issues.  As a result, Moody's will
continue to carefully monitor Solectron's near term performance
and modify as necessary its rating profile.

The ratings may be negatively impacted by one or a combination of
the following:

     (i) material slowdown to outright reversal in recent margin
         and profitability improvement trends resulting from
         execution issues involving the recent business model
         modifications;

    (ii) unsuccessful ability to narrow the somewhat lagging cash
         conversion cycle as compared to peers; and

   (iii) slowdown in end markets' demand.

Conversely, the ratings may be positively impacted by one or a
combination of the following:

     (i) continued sales expansion, particularly involving higher
         margin corporate computing, networking and communications
         end markets;

    (ii) increasing and sustained profitability resulting from
         stronger demand, favorable mix shifts and increased
         benefits from restructuring as well as manufacture
         streamlining initiatives; and

   (iii) materially improved cash conversion cycle (more closely
         aligned to levels of peers).

Solectron's affirmed SGL-1 liquidity score remains fundamentally
anchored to the significant on-hand liquidity ($1.2 billion cash &
short term investments balance as of the May quarter ended),
expectations that the company will generate modest to moderate
free cash flow during the next twelve months period and the
company's now increased supplemental liquidity in the form of this
new revolver (increased dollar commitment and extended maturity
date as compared to the existing $250 million revolver scheduled
to mature in February 2005 and being terminated as part of this
financing commitment).

Solectron Corporation, headquartered in Milpitas, California, is a
leading global provider of customized, integrated manufacturing
and supply chain management services to OEMs in the electronics
industry.


SOLUTIA INC: Has Until November 15 to Decide on Leases & Contracts
------------------------------------------------------------------
At the behest of Solutia, Inc., and its debtor-affiliates, the
U.S. Bankruptcy Court for the Southern District of New York
extends the time within which the Debtors must decide whether to
assume, assume and assign, or reject their unexpired leases.  The
deadline is extended to and including November 15, 2004, without
prejudice to further extension requests.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949). When the Debtors filed for protection
from their creditors, they listed $2,854,000,000 in assets and
$3,223,000,000 in debts. (Solutia Bankruptcy News, Issue Nos. 19 &
20; Bankruptcy Creditors' Service, Inc., 215/945-7000)


STRATOS INT'L: Look for FY 2004-2005 1st Qtr Results on Sept. 2
---------------------------------------------------------------
Stratos International, Inc. (NASDAQ:STLW) will release its first
quarter results for the period ending July 31, 2004 on Thursday,
September 2, after the market closes.  Following the release, the
Company will host a live audio web cast and conference call at
5:00 p.m. Eastern time.


President and Chief Executive Officer, James W. McGinley, and
Executive VP Finance and Chief Financial Officer, David A. Slack,
will discuss the Company's earnings and operations.  Investors and
other interested parties may listen to the live web cast by
visiting the investor relations section of the Stratos
International website at http://www.stratoslightwave.com/ A web
cast replay will also be available on the Company's website.

                  About Stratos International

Stratos International, Inc., designs, develops and manufacture
active and passive optical, optoelectronic, RF and Microwave
components, subsystems and interconnect products used in telecom,
enterprise, military and video markets.

Stratos has a rich history of optical and mechanical packaging
expertise and has been a pioneer in developing several optical
devices using innovative form factors for telecom, datacom and
harsh environments application.  This expertise, coupled with
several strategic acquisitions, has allowed the Company to amass a
broad range of products and build a strong IP portfolio of more
than 100 patents and 32 patents pending.  The Company is a market
leader in several niches including high margin specialty optical
products such as RJ and low Rider transceivers, Media Interface
Adapters, flex circuits, as well as high performance RF and
microwave coax and triax interconnect products.  The Company
currently serves more than 400 active customers in telecom,
military and video markets.

                          *   *   *

In its Form 10-K for the fiscal year ended April 30, 2004,
Stratos International, Inc. reports:

"Our future capital requirements will depend on a number of
factors, including our ability to generate increased sales and our
ability to manage operating expenses.  The continued
diversification of our end markets and expansion of our product
offerings through internal and, possibly, external growth could
materially change our level of cash and cash equivalents.  This
diversification may require the Company to seek equity or debt
financing.  Our only cash commitments are (i) the repayment of
long-term debt of approximately $3.0 million and (ii) the payment
of cumulative cash dividends on the Series B Preferred Stock on
terms specified in the Certificate of Designation for such stock.
We also are obligated to redeem all shares of Series B Preferred
Stock in accordance with the terms of the Certificate of
Designation for such stock no later than 60 days following the
occurrence of certain events relating to the Company's achievement
of $250 million in annual revenue or $500 million in market
capitalization.  In addition, if a change of control of the
Company occurs, the Series B Preferred Stock becomes redeemable
for an aggregate of $5 million, subject to upward adjustment under
certain circumstances relating to market price of the Company's
Common Stock.  We believe that our current cash balances will be
sufficient to meet our cash needs for working capital, capital
expenditures, the Series B Preferred Stock dividend and repayments
of long-term debt for the next 12 months.  The settlement of, or
an adverse result in, current and future litigation may, however,
significantly affect our cash position and capital requirements.
To the extent that the Company needs to or deems it advisable to
seek equity or debt financing in connection with any of the
foregoing, no assurance can be given that such financing will be
available, or that it will be available on favorable terms.

We operate in markets that have experienced a severe economic
downturn that began late in the third quarter of fiscal 2001.
These conditions continued in fiscal 2004, during which we
experienced significant decreases in net sales and incurred net
losses, offset to a certain extent by the acquisition of Sterling.
We expect the difficult industry conditions to continue for at
least the next 6 to 12 months and they may continue for a longer
period.  Any continued or further decline in demand for our
customers' products or in general economic conditions would likely
result in further reduction in demand for our products and our
business, operating results and financial condition would suffer.

Further, in order to propel overall industry growth and to
encourage interoperability of supplier components, subsystems,
systems and networks, various industry standards have evolved and
are evolving which provide customers the opportunity to choose
between vendors who have form, fit and function compatible
products that are essentially interchangeable as second or third
sources. As customers manage their supply chains more efficiently,
pricing pressure increases on vendors, such as Stratos, reducing
gross margins for similar products."


TCW LEVERAGED: Fitch Rates Sr. Secured & Sub. Notes at DD & DDD
---------------------------------------------------------------
Fitch Ratings downgrades one tranche of notes issued by TCW
Leveraged Income Trust, L.P.  These rating actions are effective
immediately:

   -- $105,000,000 subordinated secured notes due March 31, 2004
      to 'DD' from 'CC';

   -- $24,450,000 senior secured notes, due Sept. 30, 2003 remain
      at 'DDD'.

TCW Leveraged, a market value collateralized debt obligation --
CDO -- that closed on March 26, 1997, is managed by TCW Investment
Management Company.  The legal final maturity date of the
subordinated secured notes was March 31, 2004.  The rating of the
subordinated secured notes addressed the full payment of interest
and principal by the legal final maturity date.  The original
balance of the subordinated secured notes was $105,000,000.  On
March 31, 2004 the subordinated secured notes were not paid in
full and the notes are currently in payment default.  The issuer's
failure to redeem the subordinated secured notes on the legal
final maturity date triggered the further downgrade of these
notes.

As of the latest valuation report available, July 30, 2004, the
overcollateralization ratio of the subordinated secured notes was
59%.  Given the current market value and the ability to realize
value on the portfolio investments through an orderly liquidation,
recovery expectations are commensurate with the 'DD' rating of
between 50% to 90% on the subordinated secured notes.


TIMELINE INC: Hires Williams & Webster as Public Accountants
------------------------------------------------------------
On June 30, 2004, Timeline, Inc., a Washington corporation,
entered into an engagement agreement with Williams & Webster P.S.
to serve as the Company's new independent registered public
accountants for the fiscal year ending March 31, 2005.  Williams &
Webster will commence its engagement with its review of the
Company's financial statements for the quarter ended
June 30, 2004.  The change in independent registered public
accounting firms was made subsequent to the filing of the
Company's Annual Report on Form 10-KSAB for the year ended
March 31, 2004.

On June 29, 2004, the Company notified KPMG LLP that KPMG LLP
would be dismissed upon completion and filing of the Company's
proxy statement for the fiscal year ended March 31, 2004.
Following filing of the Company's proxy statement for the fiscal
year end March 31, 2004, the Company's client-auditor relationship
with KPMG LLP ceased.

The decision to engage Williams & Webster and to replace KPMG LLP
as the Company's independent registered public accountants was
approved by the Company's audit committee.

The audit reports of KPMG LLP on the Company's consolidated
financial statements as of, and for, the years ended March 31,
2004 and 2003 did not contain any adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles, except as follows:

" KPMG LLP's report on the consolidated financial statements as
of, and for, the years ended March 31, 2004 and 2003 contained a
separate paragraph stating that "the Company has suffered
recurring losses from operations, and has an accumulated deficit,
which raise substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are
discussed in Note 1. The consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty."


TRANS-IND: Completes New Financing Pact with Huntington Nat'l Bank
------------------------------------------------------------------
Trans-Industries, Inc. (Nasdaq: TRNI), a manufacturer of lighting
products for buses, particle extraction systems, electronic
information systems and software, and related components for the
mass transit and highway markets, completed a new financing
agreement with The Huntington National Bank, replacing Comerica
Bank as the Company's principal lender.

On August 18, 2004, the Company closed working capital and term
loan agreements with The Huntington National Bank.  The Company
used the proceeds from the financing to repay its former lender,
Comerica Bank, in full.  The new loan agreement with The
Huntington National Bank includes a working capital line of
$6 million plus a secured mortgage loan of $2 million.  The note
secured by the mortgage has a five-year maturity, is amortized
over 10 years with a final balloon payment due at maturity and
with an interest rate of 1.75 percent above the bank's prime
lending rate.  The $6 million line of credit is a three-year
facility secured by all of the Company's assets with an interest
rate of 1.25 percent above the bank's prime lending rate.

As a condition precedent to closing, the bank required that the
Company receive an infusion of an additional $1.5 million through
an equity investment.  In an earlier investment of $1.5 million
made by The Harry E. Figgie, Jr. Trust (the Trust) on
March 4, 2004, the Trust had been granted an option to purchase
additional equity.  The option would have required approval by the
Company's stockholders pursuant to certain National Association of
Securities Dealers, Inc., rules providing for qualitative listing
requirements applicable to securities traded on the Nasdaq
National Market and Nasdaq Small Cap Market.  Due to the bank's
closing condition, the option transaction was amended and the
Trust loaned the Company $1.5 million in return for a subordinated
convertible note.  The principal and interest due under the note
is convertible into shares of the Company's preferred stock and
warrants to purchase shares of the Company's preferred stock.
Pursuant to the NASD rules discussed, the note is convertible only
if the conversion is approved by the Company's stockholders
pursuant to the Company's next annual meeting.

                        About the Company

The Company is a leading provider of lighting systems and related
components to the mass transit market as well as a supplier of
information hardware and software solutions on Intelligent
Transportation Systems (ITS) and mass transit projects.  ITS
utilizes integrated networks of electronic sensors, signs and
software to monitor road conditions, communicate information to
drivers and help transportation authorities better manage traffic
flow across their existing infrastructures.

                         *     *     *

As reported in the Troubled Company Reporter, on May 18, 2004, the
Audit Committee of Trans-Industries, Inc., and subsidiaries was
advised by its independent auditors, Grant Thornton, LLP, that
they have declined to stand for reelection as the Company's
independent auditors, and on May 18, 2004, the Company received a
letter from Grant Thornton confirming they will not stand for
reelection as the Company's independent auditors for the year
ended December 31, 2004.

The Audit Report of Grant Thornton on the consolidated financial
statements of the Company as of, and for the year ended
December 31, 2003, dated April 2, 2004, expressed substantial
doubt about the Company's ability to continue as a going concern.

The cessation of the client-auditor relationship between the
Company and Grant Thornton was not recommended or approved by the
Company's Board of Directors, or by the Audit Committee of the
Company's Board of Directors.  A new independent auditor has not
yet been appointed by the Audit Committee.

For the year ended December 31, 2003 in connection with its audit
of the Company's   consolidated financial statements for the year
ended December 31, 2003, Grant Thornton has advised the Company of
certain internal control matters that Grant Thornton believes are
"reportable conditions" under standards adopted by the American
Institute of Certified Public  Accountants.

As of December 31, 2003, an evaluation was carried out, under the
supervision and with the participation of the Company's
management, including the Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures (as
defined in Rules 13a-15 (e) and 15d-15 (e) under the Securities
Exchange Act of 1934).  Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that, with
the exception of the item listed below, the design and operation
of these disclosure controls and procedures were effective for
gathering, analyzing and disclosing information required to be
disclosed in connection with the Company's filing of its annual
report Form 10-K for the year ended December 31, 2003.

Recent filings of the Company's annual report on Form 10-K have
been filed in a timely manner.  However, the Company had to extend
the filing deadline for its Form 10-K and its September 30, 2003
Form 10-Q because it lacked the resources to address the financial
reporting related to significant and complex business
transactions.  The Company intends to evaluate its resources and
make appropriate changes to provide sufficient resources and
additional time to prepare its periodic reports. The Company will
also provide additional time for reviews by management, the
Audit Committee and the Board of Directors, and file its periodic
reports within the unextended time periods specified in the SEC's
rules and regulations.

Trans-Industries' independent auditors have advised the Company
that the above represents a reportable condition.

Since the date of the evaluation, there have been no significant
changes to the Company's disclosure controls and procedures or
significant changes in other factors that could affect the
Company's disclosure controls and procedures.  However, as noted
above, the Company has taken, and is continuing to take, certain
actions designed to enhance its disclosure controls and
procedures.


TRITON PCS: S&P Cuts Credit Rating to B- & Junks Debt Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Triton
PCS, Inc.  The corporate credit rating was lowered to 'B-' from
'B+', the senior unsecured debt rating to 'CCC+' from 'B+', and
the subordinated debt rating to 'CCC' from 'B-'.  The senior
unsecured debt is now rated one notch below the corporate credit
rating due to Standard & Poor's lower valuation of the assets
given weakened cash flow metrics.  All ratings are removed from
CreditWatch, where they were placed with negative implications on
May 14, 2004.  The outlook is negative.

As of June 30, 2004, total debt outstanding was about
$1.4 billion.

The ratings were initially placed on CreditWatch due to the
decline in roaming revenue as reflected in first-quarter 2004
results, lower 2004 EBITDA guidance, and higher debt leverage than
previously anticipated by Standard & Poor's.  On July 8, 2004,
Standard & Poor's indicated that the ratings remained on
CreditWatch following the company's announcement that it entered
into a non-binding letter of intent to exchange some properties
with Cingular Wireless, LLC, and that it entered a definitive
agreement to terminate its exclusivity agreement with AT&T
Wireless Services, Inc.

"The ratings downgrade reflects the company's weak second-quarter
2004 results, lowered EBITDA and net customer additions guidance
for 2004, and continued high debt leverage," explained Standard &
Poor's credit analyst Rosemarie Kalinowski.  "In addition, Triton
PCS's business risk will be heightened with the termination of its
exclusivity agreement with [AT&T Wireless] upon the merger of
Cingular and [AT&T Wireless], expected by year-end 2004."  The
company will be competing directly against Cingular in 100% of its
markets, up from the current 65% overlap.

In the second quarter of 2004, Triton PCS experienced a net
customer loss of about 833 subscribers, primarily due to recent
price increases to its UnPlan.  As a result, the churn rate
increased to 2.6%, from 2.0% in the second quarter of 2003.  Net
customer additions guidance for 2004 was lowered significantly by
about 50% from previous guidance due to the unexpected impact of
these price increases on its subscriber base.  Roaming revenue,
which comprises about 18% of total revenue, continued to be
affected in the second quarter by lower minutes of use -- MOU --
from AT&T Wireless, mitigated minimally by the MOU from T-Mobile
USA.  Roaming revenue declined about 22% year over year, and is
expected to continue to decline as AT&T Wireless migrates more of
its traffic onto Cingular's network.


UNIFIED HOUSING: Brings In John Lewis as Bankruptcy Counsel
-----------------------------------------------------------
Unified Housing of Kensington, LLC, seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to engage
John P. Lewis, Esq., at Cholette, Perkins & Buchanan as its
bankruptcy counsel.

Mr. Lewis will:

    a) help in the preparation of schedules and statement of
       affairs and any amendments thereto;

    b) participate with the Debtor in meeting with creditors;

    c) direct the Debtor concerning administrative and
       reorganization issues; and

    d) perform all other necessary legal services in connection
       with these proceedings.

The Debtor will pay Mr. Lewis $250 per hour for his professional
services.

Headquartered in Dallas, Texas, Unified Housing, filed for chapter
11 protection on July 29, 2004 (Bankr. N.D. Tex. Case No.
04-47183).  When the Debtor filed for protection from its
creditors, it listed above $10 million in estimated assets and
debts.


US AIRWAYS: ALPA Says Latest Plan Proposal is Disappointing
-----------------------------------------------------------
Talks on Transformation Plan negotiations between ALPA and US
Airways broke down August 22 in Arlington, Virginia.

"We are disappointed that the Company's latest proposal failed to
respond in any substantive way to our proposal of August 21.
Since the beginning of these talks, we have witnessed a disturbing
trend by the Company to seemingly dismiss several significant
proposals from our pilot negotiators.  Instead, management has
responded by 'piling on' additional demands to their
counterproposals," said Captain Jack Stephan, spokesman for the US
Airways ALPA pilots.

Company negotiators requested that their latest proposal be
brought to the pilots' governing body, the Master Executive
Council, for consideration, citing the considerable monetary gap
that still exists and their concern for the time remaining to
reach consensual agreements with labor.

While no further meetings are planned between the two parties,
ALPA negotiators, staff and advisors continue to meet internally.
The ALPA Negotiating Committee will report to the US Airways MEC
today, August 25 at the Key Bridge Marriott in Arlington,
Virginia.  At that time, the MEC will determine an appropriate
course of action.

This negotiations breakdown comes on the heels of US Airways'
announcement that it plans a major service expansion at Fort
Lauderdale Hollywood International Airport.  While ALPA applauds
US Airways' attempts to increase flying and to become more
aggressive in the marketplace, management must first reach
agreements with its labor unions on a Transformation Plan before
US Airways can confidently proceed with upgrading Fort Lauderdale
to a hub.

ALPA is the world's oldest and largest pilot union, representing
64,000 airline pilots at 42 airlines in the U.S. and Canada.
ALPA's website is http://www.alpa.org/

Headquartered in Arlington, Virgina, US Airways' primary business
activity is the ownership of the common stock of US Airways, Inc.,
Allegheny Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines,
Inc., MidAtlantic Airways, Inc., US Airways Leasing and Sales,
Inc., Material Services Company, Inc. and Airways Assurance
Limited, LLC.  The Company filed for chapter 11 protection on
August 11, 2002 (Bankr. E.D. Va. Case No. 02-83984).  Alexander
Williamson Powell Jr., Esq. and David E. Carney, Esq. at Skadden,
Arps, Slate, Meagher & Flom and Lawrence E. Rifken, Esq. at
McGuireWoods LLP represent the Debtors in their restructuring
efforts.


VIVENDI UNIVERSAL: Sells Home Productivity Software Brands to Nova
------------------------------------------------------------------
Vivendi Universal Games (VU Games) divested its home productivity
software franchises, Hallmark Card Studio and Print Artist, to
Nova Development Corporation effective immediately.

Under terms of the agreement, Nova Development acquires technology
and content use rights to both franchises, as well as an extended
license with Hallmark for the Card Studio product line.  Financial
terms of the deal were not disclosed.

The divestiture of home productivity software is part of VU Games'
strategy of refocusing its business exclusively on games.

                  About Nova Development Corp.

Based in Southern California, Nova Development Corporation is the
#1 publisher of home graphics software in North America for both
the Windows and Macintosh platforms.  With a consumer software
distribution network encompassing over 7500 retail locations in
North America, Nova has a history of providing new technologies
that consistently expand the uses of desktop computers for homes,
schools and businesses.

Headquartered in Los Angeles, Vivendi Universal Games (S&P, BB
Long-Term and B Short-Term Corporate Credit Ratings, Positive) is
a leading global developer, publisher and distributor of multi-
platform interactive entertainment.  Its development studios and
publishing labels include Blizzard Entertainment, Sierra
Entertainment, Fox Interactive and Massive Entertainment. VU
Games' library of over 700 titles features multi-million unit
selling properties such as Warcraft, StarCraft and Diablo from
Blizzard; Crash Bandicoot, Spyro The Dragon, Ground Control,
Tribes and Leisure Suit Larry.


WATERFRONT WAREHOUSE: Has Until Sept. 10 to File Bankr. Schedules
-----------------------------------------------------------------
Waterfront Warehouse, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of California for more time to file its schedules
of assets and liabilities and statement of financial affairs
required under 11 U.S.C. Sec. 521(1) of the bankruptcy code.  The
Debtor tells the Court that an extension until September 10, 2004,
will suffice.

The Debtor points out that the extension is necessary for them to
have ample time to prepare their financial statement and schedules
primarily because the required documents are not accessible.

Waterfront Warehouse owns real property located at 445 West Weber
Avenue in Stockton, California.  On February 9, 2004, San Joaquin
County Superior Court appointed Mr. Paul Jacobsen and his company,
Property Management Experts, to serve as a receiver for the
property.

As a result, Mr. Jacobsen has sole access to the books and records
relative to the operation of the Debtor's property, collection of
its rents and payment of operating expenses.

The Debtor relates that its relationship with Mr. Jacobsen is
strained.  Mr. Jacobson has denied the Debtor access to its books
and records relative to the operation of the property, the rents
and operating expenses.  A restraining order's been issued
prohibiting the Debtor from coming within 20 feet of the property.

When the Debtor filed for chapter 11 protection, Mr. Jacobsen
failed to comply with the requirements of Section 543(b) of the
United States Bankruptcy Code to voluntarily turnover all rents
and profits as well as an accounting thereof.  This has frustrated
the Debtor's ability to timely file its Schedules of Assets and
Liabilities and Statement of Financial Affairs.

Headquartered in San Jose, California, Waterfront Warehouse, owns
a commercial building for lease.  The Company filed for chapter
11 protection on July 28, 2004 (Bankr. E.D. Calif. Case No.
04-92879).  Michael W. Malter, Esq., at Binder & Malter, LLP
represents the Debtor in its restructuring efforts.  When the
debtor filed for protection from its creditors, it listed
$8,025,700 in total assets and $6,690,752 in total debts.


WEIRTON STEEL: Wants Court to Approve WVWCC Settlement Agreement
----------------------------------------------------------------
Mark E. Freedlander, Esq., at McGuireWoods, in Pittsburgh,
Pennsylvania, relates that pursuant to Chapter 23 of the West
Virginia Statutes, West Virginia requires all employers operating
in the State of West Virginia to participate in West Virginia's
system for payment of workers' compensation claims.  West
Virginia requires that all employers either:

    (a) subscribe to a workers' compensation fund to which
        payments are made by employers and from which employee
        workers' compensation claims are paid; or

    (b) self-insure against workers' compensation claims.

Weirton Steel elected to self-insure against workers' compensation
claims with consent of the West Virginia Workers' Compensation
Commission.  Even though the Debtor, as a self-insured employer,
was not required to subscribe to the Fund, it was required by
applicable non-bankruptcy law to make certain payments, referred
to as a "self-insured premium tax," to the Fund.

Before the Petition Date, Frontier Insurance Company issued a
surety bond for $10,277,958 on Weirton's behalf, for the benefit
of the Fund.  Frontier is presently subject to a state law
insolvency and rehabilitation proceeding in New York.

Mr. Freedlander maintains that prior to the Closing of the Asset
Sale to ISG Weirton, Inc., the Debtor was current on all its
statutory obligations due and owing to the Fund.  However, the
Commission disputes this characterization as it relates to the
Debtor's alleged obligation to provide sufficient surety to the
Fund.

Concurrent with the Closing, the Debtor terminated all of its
employees.  Weirton no longer had the ability to pay, and ceased
paying, all amounts otherwise due to the Fund prior to the
Closing.  After the Closing, the Debtor was no longer an active
employer for purposes of West Virginia workers' compensation law.
The Debtor has not participated in the West Virginia workers'
compensation program since the Closing.

On November 3, 2003, the Commission asserted a contingent
unsecured priority claim in the undiscounted amount of
$111,031,825 and the discounted amount of $59,901,268, based on
an estimation of self-insured prepetition liabilities.  The
Commission subsequently filed an administrative expense priority
claim for $6,178,687, based on an estimation of self-insured
postpetition liabilities.  The Debtor disputes the amount,
validity and priority of the Commission Claims.

On April 23, 2004, the Commission filed a Notice of Appeal of the
ISG Sale Order with the United States District Court for the
Northern District of West Virginia.

The Debtor and the Commission now want to resolve their dispute
to avoid the costs, risks, delay and uncertainty associated with
litigating the Appeal and the Commission Claims.

The Debtor asks the U.S. Bankruptcy Court for the Northern
District of West Virginia to approve its settlement agreement with
the Commission.

The significant terms of the Settlement Agreement are:

A. Payment

    In full and final payment and satisfaction of the Commission's
    Administrative Claim, the Debtor will pay the Commission
    $4,000,000 in cash.  No portion of the Settlement Amount will
    be subject to recovery or disgorgement once paid.

B. Assignment of Annuity Contracts

    With respect to the Commission's Priority Claim, Weirton will,
    to the extent assignable, assign to the Commission the
    Debtor's right, title and interest in 12 annuity contracts:

       Settled Cases               Settlement Cost
       -------------               ---------------
       Ash, Robert                     $111,679
       Barnhouse, Thomas                 85,442
       Chapman, Herbert                  73,390
       Graham, Arles                     24,059
       Griffith, Charles                101,875
       Mowder, Clarence                 117,965
       Nagy, Alec                        76,578
       Taylor, Anthony                   43,885
       Thomas, Vashti                    63,118
       Weber, Norman                     42,943
       Wright, Jeffrey                   72,098
       Yeater, Dallas                   113,899
                                   ---------------
          TOTAL PREMIUM                $926,931
                                   ===============

    The Debtor will take all reasonable actions necessary to
    effectuate the assignments, including, but not limited to,
    executing a transfer of ownership.  To the extent the
    Annuities are not assignable, the Debtor will liquidate the
    Annuities and pay the proceeds to the Commission as soon as
    practicable.

C. Assignment of Subordinated Note

    With respect to the Commission's Priority Claim, the Debtor
    will assign to the Commission that certain Subordinated
    Purchase Money Note dated as of June 19, 1997, from the West
    Virginia Economic Development Authority in the original
    principal amount of $1,057,200.  No representations or
    warranties are made by the Debtor as to the collectability or
    enforceability of the Subordinated Note.

D. Disallowance of Claims

    Upon payment of the Settlement Amount, any and all claims
    filed or could in the future be filed by the Commission
    against the Debtor, including but not limited to claims for
    self-insured premium taxes, but excluding, however, the
    Allowed Priority Claim will be disallowed and expunged.

E. Dismissal of Appeal

    Upon receipt of the Settlement Amount, the Commission will
    take all necessary action to dismiss the Appeal, with each
    party to bear its own costs.

F. Waiver of Claims

    The Commission expressly agrees that upon payment of the
    Settlement Amount and assignment of the Annuities and of the
    Subordinated Note, it will seek no other or further payment
    from the Debtor for any claim, except for that claim for
    $10,277,958, representing the discounted present value of an
    undiscounted greater sum of the Commission's Priority Claim
    which will have the status of a claim under Section
    507(a)(8)(E) of the Bankruptcy Code.

Headquartered in Weirton, West Virginia, Weirton Steel Corporation
is a major integrated producer of flat rolled carbon steel with
principal product lines consisting of tin mill products and sheet
products. The company is the second largest domestic producer of
tin mill products with approximately 25% of the domestic market
share.  The Company filed for chapter 11 protection on May 19,
2003 (Bankr. N.D. W. Va. Case No. 03-01802).  Judge L. Edward
Friend, II administers the Debtors cases.  Robert G. Sable, Esq.,
Mark E. Freedlander, Esq., David I. Swan, Esq., James H. Joseph,
Esq., at McGuireWoods LLP represent the Debtors in their
restructuring efforts. (Weirton Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


WESCO DIST'N: S&P Affirms B+ Credit Rating & Says Outlook Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on WESCO
Distribution, Inc., to positive from stable.  At the same time,
Standard & Poor's affirmed its 'B+' corporate credit rating on
Pittsburgh, Pennsylvania-based WESCO.

"The outlook was revised because of improved operating performance
and favorable near-term prospects, which should result in improved
credit statistics," said Standard & Poor's credit analyst Daniel
DiSenso.

About $435 million of balance sheet debt was outstanding at
June 30, 2004, and the firm had $300 million of net securitized
accounts receivable outstanding.

WESCO is the principal operating subsidiary of unrated WESCO
International, Inc.

With annual sales of about $3.5 billion, WESCO is the nation's
second-largest participant in the large but fragmented electrical
equipment wholesale distribution industry, estimated at around
$75 billion to $80 billion.

Now that industry fundamentals are improving and WESCO's business
is recovering, the company has begun to benefit significantly as
it has the resources in place to support a substantial sales
increase without adding fixed costs.

"If WESCO's business recovery can be sustained, enabling the
company to reduce debt leverage further, ratings could be raised
within the next year," Mr. DiSenso said.

Debt maturities through 2007 are modest, and the company typically
generates some free cash flow each year, with the strongest cash
generation occurring in the second half of the year.  In 2008,
WESCO's $400 million 9.125% senior subordinated notes are due.


WOLVERINE TUBE: KPMG LLP Replaces Ernst & Young as Auditors
-----------------------------------------------------------
The Audit Committee of Wolverine Tube, Inc.'s (NYSE: WLV) Board of
Directors has engaged KPMG LLP as its Independent Registered
Public Accounting firm to replace Ernst & Young LLP.

"Our relationship with Ernst & Young has been satisfactory and the
change of auditors was not the result of any disagreement with
Ernst & Young on any matters of accounting principles or
practices, financial statement disclosure or audit scope or
procedures," said James E. Deason, Executive Vice President and
Chief Financial Officer.  Mr. Deason continued, "We are looking
forward to our professional relationship with KPMG."

                   About Wolverine Tube, Inc.

Wolverine Tube, Inc., is a world-class quality partner, providing
its customers with copper and copper alloy tube, fabricated
products, metal joining products as well as copper and copper
alloy rod, bar and other products.  Wolverine's Web sites are at
http://www.wlv.com/and http://www.silvaloy.com/

Moody's Investor Services gave its B3 rating to Wolverine's $120
million of Wolverine Tube's 10-1/2% Guaranteed Senior Notes due
2009 and $150 million of 7-3/8% Guaranteed Senior Notes due 2008
in November 2003.  S&P rates those debt obligations at B+.


WOOD PRODUCTS: Gets Majority Interest in Shijiazhuang Dongfang
--------------------------------------------------------------
Wood Products, Inc. (OTC Bulletin Board: WPRO) has been assigned a
75% interest in the state-owned Shijiazhuang Dongfang Thermal &
Electric Enterprises Group Co., Ltd., by Harper & Harper.  This
includes the 28% interest previously assigned on August 9, 2004.

The acquisition of Dongfang is expected to close in the fourth
quarter of 2004 with the signing of the "State Equity Transfer
Agreement" by Harper & Harper.  Wood Products expects the equity
transfer to occur at the closing of the acquisition.   It is the
first State-Owned Enterprise to be privatized in Hebei Province,
China.   Its primary business is the production of electric
power and heat for Shijiazhuang, a city of 8.6 million people
located 300 kilometers from Beijing.

Mr. Chris Harper, Director, President, CEO and Chairman of Wood
Products, commented, "This is a first major step in building a
portfolio of Chinese investments with robust growth opportunities.
The Dongfang acquisition adds a large power company with
significant stake in a number of power and industrial plants in
China.  We will continue to seek additional investments that match
our criteria for growth investments in the infrastructure of the
fastest growing nation in the world."

Dongfang owns 58.9 percent of the outstanding shares of Oriental
Power, a Shenzhen Exchange, publicly traded company.  Oriental
Power operates four of the six power plants owned by Dongfang.
Coal for the power plants is supplied by Yuxian Dongfang Zhenxing
Coal Co. Ltd., majority control of which is owned by Dongfang.
Total electric generating capacity is approximately three hundred
fifty megawatts and steam heat is generated for over four hundred
commercial users and over fourteen million square meters of city
heating. Dongfang declared net assets of one billion RMB
(120 million USD) and revenues of four hundred fifty million RMB
(54 million USD) for fiscal 2002.

Shijiazhuang, the capital city of Hebei province, is one of
China's thriving commercial and industrial centers.  Its
industrial base includes manufacturing and textiles, chemicals,
processed food, fertilizer, machinery and agricultural equipment.

At June 30, 2004, Wood Products, Inc.'s balance sheet showed a
$37,525 capital deficit, compared to a $27,726 deficit at March
31, 2004.


XO COMMUNICATIONS: Wants Facilities-Based Competition Preserved
---------------------------------------------------------------
Heather Gold, senior vice president of Government Relations at XO
Communications states:

"The Telecommunications Act of 1996 was designed to foster
facilities- based competition for the monopoly Bell operating
companies in order to bring more choices for millions of small
businesses and consumers.  However, over the past eight-and-a-half
years, the Bells have methodically sought to dismantle key
provisions and rewrite rules in order to protect their monopolies.

While we applaud the FCC's decision to freeze rates while it
considers final rules, we are disappointed that a framework was
not developed more quickly to preserve facilities-based
competition.  XO calls upon Chairman Powell and the Commissioners
to live up to their commitments to continue to require the Bells
to unbundle high capacity loops and transport facilities at cost-
based rates.  XO is concerned that inaction will only embolden the
monopoly Bell operating companies to further delay or derail a
constructive process for safeguarding competition and to impose
bstantial rate increases to the detriment of small businesses and
consumers.

As one of the few facilities-based carriers that have invested
billions of dollars to bring choice for millions of small
businesses and consumers, XO has always been committed to working
with the FCC to ensure permanent rules are quickly put in place
that are fair and achieve the Commission's goal of preserving
facilities-based competition."

Headquartered in Reston, Virginia, XO Communications --
http://www.xo.com/-- provides local, long distance, and data
services to small and midsize business customers as well as to
national enterprise accounts.  Through its acquisition of
Concentric Network Corp. in June 2000, the company has been able
to serve more upscale large accounts with enhanced data services
such as Web hosting, virtual private networks, and high-capacity
data network services, including dedicated wavelength and Ethernet
services. The Company filed for chapter 11 protection on
June 17, 2002 (Bankr. S.D.N.Y. Case No. 02-12947).  XO's stand-
alone plan of reorganization was confirmed on Nov. 15. 2002, and
the company emerged from bankruptcy in January 2003.  Matthew
Allen Feldman, Esq., and Tonny K. Ho, Esq., at Willkie Farr &
Gallagher represent the Debtors in their restructuring efforts.


* R. Lillie Heads Benesch Friedlander's White Collar Defense Team
-----------------------------------------------------------------
Citing heightened concern among businesspeople over criminal
investigations and prosecution, Benesch, Friedlander, Coplan &
Aronoff LLP created a white collar criminal defense practice
headed by Richard G. Lillie, a former assistant United States
attorney and Cuyahoga County common pleas judge. Also joining the
firm is Gretchen A. Holderman, who has practiced law with Mr.
Lillie since 1992.

"The changing dynamics of law and enforcement actions in the post-
Enron environment have increased anxiety levels and raised the
stakes for individuals and corporations alike," said James Hill,
managing partner. "The addition of Dick Mr. Lillie and Gretchen
Holderman allows Benesch to provide clients a level of service
that few firms of any size can match."

Fueled in part by the Enron debacle and other high-profile cases,
enforcement actions by the Securities and Exchange Commission, for
example, reached a record high in 2003. Meanwhile, the U.S.
Department of Justice and other agencies are aggressively pursuing
cases involving such offenses as healthcare fraud, mail fraud,
wire fraud, tax evasion, bankruptcy fraud and environmental law
violations.

"Companies and professionals who previously had little cause for
concern are increasingly being subpoenaed as witnesses or, worse
yet, finding themselves the target of an investigation," said Mr.
Lillie. "Even if they have done nothing wrong, their worst
nightmare is picturing themselves in the shoes of Kenneth Lay or
Martha Stewart.

"Typically, the probe seemingly comes out of nowhere and they are
not equipped to prepare a proper response or effective defense.
Without counsel, they increase the risk to themselves and their
companies."

Often, Mr. Lillie points out, companies can reduce their chances
of a criminal investigation by reviewing their procedures for
preventing fraudulent activity.

"A preventive assessment can help make sure that proper procedures
are in place - and, just as importantly, that they are being
followed and enforced," he said.

Mr. Lillie has been in private practice, with a concentration on
white collar criminal defense, for most of the past 16 years. He
served in the U.S. attorney's office in Cleveland from 1982 to
1987 and as a common pleas judge in 1998. He also served as
special counsel to the Ohio attorney general and has been a law
director, assistant law director and assistant prosecutor for
several northeast Ohio municipalities.

Mr. Lillie, who holds a doctorate degree from Case Western Reserve
University, earned his law degree from Cleveland-Marshall College
of Law, where he has taught classes in trial advocacy and evidence
for more than a decade.

He is a Board Certified Trial Advocate by the National Board of
Trial Advocacy and is admitted to practice in Ohio, New York and
the District of Columbia and in various federal courts. Mr. Lillie
is a member of the National Association of Criminal Defense
Lawyers and bar associations at the local, state and national
levels. He and Ms. Holderman have been partners in Lillie &
Holderman since 2000.

Ms. Holderman has served as lead and associate trial counsel in
numerous federal and state civil and criminal cases and has argued
appeals in both the federal and state courts.

She holds a law degree from Cleveland-Marshall College of Law as
well as master's and bachelor's degrees from Ohio University. Ms.
Holderman is a member of the National Association of Criminal
Defense Lawyers and local, state and national bar associations,
and is admitted to practice in Ohio and various federal courts.

Mr. Hill added, "When the stakes are high, companies we serve
demand expertise and service that are unsurpassed. The addition of
the white collar practice better enables us to serve their needs
and is a good strategic fit with the many other strengths of our
firm."

Benesch, Friedlander, Coplan & Aronoff LLP is a full-service,
entrepreneurial law firm committed to providing the most effective
and innovative legal and related advisory services to its clients.
Benesch, Friedlander's practice and industry groups include Trial,
Transportation and Logistics, Intellectual Property, Polymers,
Corporate and Securities, Business Reorganization, Health Care,
Labor and Employment, Construction, Estate Planning and Probate,
Franchising, General Practice, Loan Transactions, Private Equity,
Public Law, Real Estate and Environmental, Tax, Compensation and
Benefits, and the China Group.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
September 18-21, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Bellagio, Las Vegas, Nevada
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 9-10, 2004
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING
   CONFEDERATION
      IWIRC Annual Fall Conference
         Nashville, Tennessee
            Contact: 1-703-449-1316 or http://www.iwirc.com/

October 10-13, 2004
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Seventh Annual Meeting
         Nashville, Tennessee
            Contact: http://www.ncbj.org/

October 15-18, 2004
   TURNAROUND MANAGEMENT ASSOCIATION
      2004 Annual Convention
         Marriott Marquis, New York City
            Contact: 312-578-6900 or www.turnaround.org/

November 29-30, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      The Eleventh Annual Conference on Distressed Investing
         Maximizing Profits in the Distressed Debt Market
            The Plaza Hotel - New York City
               Contact: 1-800-726-2524; 903-592-5168;
                           dhenderson@renaissanceamerican.com

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org/

March 9-12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900 or http://www.turnaround.org/

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities and Bankruptcy
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, Massachusetts
         Contact: 1-703-739-0800 or http://www.abiworld.org/

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, S.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or http://www.turnaround.org/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Bernadette C. de Roda, Rizande B.
Delos Santos, Jazel P. Laureno, Cherry Soriano-Baaclo, Marjorie
Sabijon and Peter A. Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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