TCR_Public/041026.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Tuesday, October 26, 2004, Vol. 8, No. 233

                          Headlines

AAIPHARMA INC: Increasing Senior Credit Facility by $30 Million
AAIPHARMA INC: Solicits Consents Allowing $30 Million Bank Loan
AHPC HOLDINGS: Grant Thornton Expresses Going Concern Doubt
AMERICAN SKIING: 12% Noteholders Agree to Nix Indenture Covenants
ARBORS SS, L.P.: Case Summary & 20 Largest Unsecured Creditors

ARCH WESTERN: Completes $250 Million 6-3/4% Senior Debt Issue
ASTROPOWER INC: Committee Wants to Sue Xantrex & Raymond James
ATX COMMUNICATIONS: Wants Plan-Filing Period Stretched to Dec. 10
AVADO BRANDS: DIP Loan Defaults Waived & New Covenants in Place
BEATON HOLDING: Lender's Suit Dismissed as to Burger King Corp.

BOISE CASCADE: Increases Debt Tender Offer to $1.1 Billion
BOSTON PROPERTY: U.S. Trustee Meeting with Creditors on Nov. 8
BROOKFIELD PROPERTIES: Completes C$150 Mil. Preferred Share Issue
BURLINGTON: Trust Wants Until March 31 to File Claim Objections
CAESARS ENT: Inks Pact to Sell Bally's Casino to Columbia Sussex

CARBIDE/GRAPHITE: Plan Confirmation Objections Due Today
CARE CONCEPTS: Terminates Plan to Acquire Candy & Tobacco Company
CATHOLIC CHURCH: Tucson Wants to Honor All Employee Obligations
CDM RESTAURANTS: Case Summary & 20 Largest Unsecured Creditors
CELTRON INTL: Files Amended Reg. Statement for 4.5 Million Shares

CENTRAL WAYNE: Wants Until Nov. 16 to Solicit Votes on Plan
CHARTER COMMS: Elects Robert May & Jonathan Dolgen as Directors
COMM 2004-LNB4: S&P Assigns Low-B Ratings on Six Cert. Classes
CONTECH CONSTRUCTION: S&P Places BB- Rating on Planned $350M Debt
COVANTA ENERGY: Court Approves Lake II Disclosure Statement

CROSSROADS AT LAKE: Case Summary & 20 Largest Unsecured Creditors
DELTA AIR: Gets $600MM Financing Commitment from American Express
DELTA AIR: Inks Pact to Defer Approx. $135 Mil. Debt Due in 2005
DOBSON CELLULAR: S&P Assigns 'B-' Rating to $575 Million Bank Loan
ENRON CORP: Board Names Robert Bingham as Interim CFO & Treasurer

ENRON: Wants Court Nod to Sell Bridgeline Interests to Targa
ESSELTE GROUP: Moody's Cuts Sr. Implied Rating & Junks Sr. Notes
FEDERAL-MOGUL: Sept. 30 Balance Sheet Upside-Down by $1.4 Billion
FEDERAL-MOGUL: Moody's Assigns Low-B Ratings to Exit Facilities
FOOTSTAR INC: Has Until Plan Confirmation to Make Lease Decisions

FRANK'S NURSERY: Look for Bankruptcy Schedules by Nov. 8
GAP INC: Fitch Revises Outlook on Low-B Rated Debt to Positive
GEMSTAR-TV: Auditors Agree to Pay $10 Mil. to Harmed Shareholders
GENERAL GROWTH: S&P Assigns 'BB+' Rating to $9.75 Bil. Facilities
GENOIL INC: Issuing 1 Million Shares in Proposed Debt Settlement

GRUPO IUSACELL: Third Quarter Net Loss Narrows to Ps$288 Million
GUNNISON CENTER: Case Summary & 20 Largest Unsecured Creditors
ICG COMMS: Sells Customers & Certain California Assets to Mpower
ICON HEALTH: Moody's Reviewing Single-B Ratings & May Downgrade
IMC GLOBAL: Forms Mosaic Company from IMC & Cargill Combination

IMCO RECYCLING: Moody's Places B3 Rating on $125 Mil. Senior Notes
IMCO RECYCLING: S&P Puts B- Rating on Planned $125M Senior Notes
INTEGRATED HEALTH: Asks Court to Deny Tackabery & Bayard's Appeal
INTERMET CORP: Gains $20 Million Access to Interim DIP Funding
INTERSTATE BAKERIES: Ad Hoc Equity Panel Holds Near 50% Stake

INTERSTATE BAKERIES: Wants to Assume & Ratify Comdata Agreements
JCPENNEY: Moody's Upgrades Senior Implied Rating to Ba1 from Ba2
JOY GLOBAL: S&P Places BB Ratings on Watch Positive & May Upgrade
KEYSTONE CONSOLIDATED: Reaches Agreement with Three Retiree Groups
KMART CORP: Julian Day to Get $2,000,000 Severance Pay Plus Bonus

LYNX THERAPEUTICS: Ernst & Young Expresses Going Concern Doubt
MADISON AVENUE: Moody's Junks Class M-2 & B-1 Certificates
MARINER HEALTH: Files Preliminary Proxy Statement on NSC Merger
MARINER HEALTH: Shareholders to Vote on Merger Plan on Nov. 30
NASH FINCH: Fitch Upgrades Senior Subordinated Debt Rating to 'B'

NEW SKIES: Moody's Junks $125 Mil. Sr. Subordinated Notes' Rating
NEW WORLD PASTA: Hires Weil Gotshal as New Bankruptcy Counsel
NEWPARK RESOURCES: S&P Slices Corporate Credit Rating to 'BB-'
ONE PRICE: Trustee Wants Silverman Perlstein as Counsel
OREGON ARENA: U.S. Trustee Appoints David Foraker as Examiner

ORION TELECOM: Has Until Dec. 31 to Make Lease-Related Decisions
PACIFIC ENERGY: Declares Third Quarter Cash Distribution
PARKER DRILLING: Incurs $8.2+ Million Charge from Debt Offering
PENN LANDFILL: Wants Ravin Greenberg as Bankruptcy Counsel
PETCO ANIMAL: Shareholders Register 6.9 Million Shares for Sale

PMA CAPITAL: Amends $86.3 Million Sr. Convertible Debt Offering
PRIMUS KNOWLEDGE: ATG Stockholders Urged to Vote for Purchase Plan
PROXIM CORP: Stockholders Approve Final Phase of Simplication Plan
QUIGLEY COMPANY: Debtor & Pfizer Don't Want Judge Beatty to Go
RACE POINT: Fitch Holds BB- Rating on $21M Class D Sr. Sec. Notes

RELIANCE GROUP: Gets Court Nod to Sell Tax Parcel to TSS for $710K
RELIANCE GROUP: ReadyTemp Will Appeal Adverse Insurance Decision
REXPLEX (NJ) LLC: Case Summary & 20 Largest Unsecured Creditors
RIVERSIDE FOREST: Recommends Tolko's Bid as Interfor Backs Out
SECOND CHANCE: Bankruptcy Court Approves First Day Motions

SPIEGEL INC: Wants Court OK to Terminate Executive Retirement Plan
ST. JOSEPH PRINTING: S&P Junks Senior Unsecured Debt Rating
SYRATECH CORP: Talking with Noteholders About a Restructuring
TACTICA INTL: Files for Chapter 11 Protection in S.D. New York
TECO ENERGY: Subsidiary Inks New Three-Year Citigroup-Led Facility

TELTRONICS INC: Raising $45 Million in Equity Issue to Retire Debt
TIAA STRUCTURED: Moody's Pares Rating on $35M Sr. Secured Notes
TIMKEN: Sells Kilian Manufacturing Business to Genstar Capital
TIMKEN CO: Extends Joint Venture with North Coast Bearings
TOM'S FOODS: Begging Lenders & Noteholders for Forbearance Pact

TRIPATH TECH: BDO Seidman Resigns After Raising Control Concerns
TRUMP ATLANTIC: Restructuring Plans Cue Moody's to Hold Ratings
UAL CORPORATION: Files 7th Reorganization Status Report
US AIRWAYS: Flight Attendants Want Wage Cuts Reduced
US AIRWAYS: Gets Court Authority to Pay Pension Obligations

US AIRWAYS: Can Use Lenders' Cash Collateral Until January 14
WIDGI CREEK: Voluntary Chapter 7 Case Summary
WORLDCOM: EU Court Ends Commission Veto of Worldcom-Sprint Merger

* O'Melveny & Myers Expands Asia Practice with Nine Lawyers

* Large Companies with Insolvent Balance Sheets

                          *********

AAIPHARMA INC: Increasing Senior Credit Facility by $30 Million
---------------------------------------------------------------
aaiPharma Inc. (NASDAQ: AAII) and its senior secured lenders have
entered into an amendment to its senior secured credit facility
to, among other things, increase the amount of the term loans
under the facility by up to $30 million.  This amendment is
contingent upon receiving bondholder consent and other conditions.

The Company will commence a solicitation of consents from holders
of its 11.5% Senior Subordinated Notes due 2010 to seek approval
of the proposed amendment to the senior secured credit facility.
Upon receiving consent from holders of the Notes representing more
than 50% of outstanding Notes, aaiPharma intends to pay the
October 1, 2004 interest payment on its senior subordinated notes.

aaiPharma also announced that the Company intends to explore the
divestiture of its Pharmaceuticals Division, and certain related
assets.

"These steps will allow management to meet the company's financial
obligations and focus the company on improving and growing its
development operations," stated Dr. Ludo Reynders, President and
CEO of aaiPharma.

                         About aaiPharma

aaiPharma Inc. is a science-based pharmaceutical company focused
on pain management, with corporate headquarters in Wilmington,
North Carolina. With more than 25 years of drug development
expertise, the Company is focused on developing and marketing
branded medicines in its targeted therapeutic areas. aaiPharma's
development efforts are focused on developing improved medicines
from established molecules through its research and development
capabilities. For more information on the Company, including its
product development organization AAI Development Services, please
visit aaiPharma's website at http://www.aaipharma.com/

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 4, aaiPharma
Inc. did not make the Oct. 1, 2004, interest payment on its
11.5% Senior Subordinated Notes due 2010, and will use the 30-day
grace period provided under the Notes for failure to pay interest
to enter into discussions with an ad hoc committee formed by
certain holders of the Notes. An aggregate interest payment of
$10.0 million was due on the Notes on Oct. 1, 2004. Failure to
make the interest payment by October 31, 2004, would constitute an
event of default under the Notes, permitting the trustee under the
Notes or the holders of 25% of the Notes to declare the principal
and interest thereunder immediately due and payable.

The Company believes there is a likelihood that it will be in
default of certain financial covenants under its senior credit
facility, and is in ongoing active discussions with its lender to
seek waivers and/or consents for these potential defaults.

Standard & Poor's Ratings Services previously affirmed its 'CCC'
corporate credit and 'CC' subordinated debt ratings on aaiPharma,
Inc. At the same time, Standard & Poor's removed the ratings on
the Wilmington, North Carolina-based specialty pharmaceutical
company from CreditWatch.

S&P's outlook on aaiPharma is negative.

"The low speculative-grade ratings reflect the company's improved
but still limited liquidity given the lack of visibility of
aaiPharma's profitability and cash flow generation," said
Standard & Poor's credit analyst Arthur Wong.


AAIPHARMA INC: Solicits Consents Allowing $30 Million Bank Loan
---------------------------------------------------------------
aaiPharma Inc. (NASDAQ: AAII) is soliciting consents from holders
of its 11.5% Senior Subordinated Notes due 2010. The Solicitation
seeks approval of aaiPharma's proposed amendments to, and waivers
under, the indenture governing these Notes to, among other things,
allow aaiPharma to borrow up to $30 million in additional term
loans.

Holders of Notes who deliver and do not revoke consents prior to
the expiration of the Solicitation will be entitled to receive a
consent fee of $5 in cash for each $1,000 principal amount of
Notes for which consents have been delivered by such holders. The
payment of the consent fee is conditioned upon the proposed
amendment to the senior secured credit facility becoming
operative. The consents will only become operative if consents
totaling in excess of 50% of the outstanding Notes are received.

The receipt of valid and unrevoked consents from holders
representing not less than a majority in aggregate principal
amount of outstanding Notes is required for the consents to be
effective, excluding any Notes held by affiliates of aaiPharma.

The Solicitation will expire at 10:00 a.m., New York City time, on
Oct. 29, 2004, unless extended by aaiPharma. Holders of Notes as
of 5:00 p.m., New York City time, on Oct. 18, 2004, will be
eligible to consent.

This news release is not a solicitation of consents with respect
to any securities. The consent solicitation is being made only
pursuant to the terms and conditions of the consent solicitation
statement dated October 22, 2004, relating to the Notes and the
accompanying documents. These documents can be obtained from
Global Bondholder Services Corporation, the information agent for
the Solicitation, at (212) 430-3774 (Banks and Brokers Call
Collect) or (866) 470-3700 (Note holders Call Toll-Free). The
Company intends to include the Consent Solicitation Statement in a
current report on Form 8-K to be furnished to the Securities and
Exchange Commission on October 22, 2004. Once furnished to the
SEC, the current report on Form 8-K may be accessed through the
SEC's website at http://www.sec.gov/

                         About aaiPharma
                         
aaiPharma Inc. is a science-based pharmaceutical company focused
on pain management, with corporate headquarters in Wilmington,
North Carolina. With more than 25 years of drug development
expertise, the Company is focused on developing and marketing
branded medicines in its targeted therapeutic areas. aaiPharma's
development efforts are focused on developing improved medicines
from established molecules through its research and development
capabilities. For more information on the Company, including its
product development organization AAI Development Services, please
visit aaiPharma's website at http://www.aaipharma.com/

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 4, aaiPharma
Inc. did not make the Oct. 1, 2004, interest payment on its
11.5% Senior Subordinated Notes due 2010, and will use the 30-day
grace period provided under the Notes for failure to pay interest
to enter into discussions with an ad hoc committee formed by
certain holders of the Notes. An aggregate interest payment of
$10.0 million was due on the Notes on Oct. 1, 2004. Failure to
make the interest payment by October 31, 2004, would constitute an
event of default under the Notes, permitting the trustee under the
Notes or the holders of 25% of the Notes to declare the principal
and interest thereunder immediately due and payable.

The Company believes there is a likelihood that it will be in
default of certain financial covenants under its senior credit
facility, and is in ongoing active discussions with its lender to
seek waivers and/or consents for these potential defaults.

Standard & Poor's Ratings Services previously affirmed its 'CCC'
corporate credit and 'CC' subordinated debt ratings on aaiPharma,
Inc. At the same time, Standard & Poor's removed the ratings on
the Wilmington, North Carolina-based specialty pharmaceutical
company from CreditWatch.

S&P's outlook on aaiPharma is negative.

"The low speculative-grade ratings reflect the company's improved
but still limited liquidity given the lack of visibility of
aaiPharma's profitability and cash flow generation," said
Standard & Poor's credit analyst Arthur Wong.


AHPC HOLDINGS: Grant Thornton Expresses Going Concern Doubt
-----------------------------------------------------------
AHPC Holdings, Inc. (Nasdaq: GLOV), a leading distributor and
supplier of disposable gloves and other products to the
foodservice, healthcare, retail and industrial markets, releases
its results for its fiscal year ended June 30, 2004.  Net sales
for the year ended June 30, 2004 were $36.6 million, a decrease of
1.2% over the prior year ended June 30, 2003.  The decrease in
sales for the year is attributable to the Company's conveyance of
a 70% interest in its subsidiary PT Buana to WRP Asia on April 30,
2004. Revenues were recognized by us from PT Buana for only the
first 10 months of the fiscal year.

Gross Profit for the year was $6.0 million, as compared with $5.7
million for the 2003 period, an increase of 5.1%. Gross margin for
the period was 16.5% versus 15.5% for the 2003 period.  This
increase in gross margin is attributed to improvements in AHPC's
cost structure.  Operating expenses for the 2004 period were $9.1
million versus $8.9 million in 2003.  This increase of $0.2
million is due to expenses related to the company's return to the
healthcare market.  

AHPC Holdings, Inc. reported a net loss of $2.8 million for fiscal
2004 compared with a net loss of $5.6 million in 2003. Diluted
earnings per common share for the year-end was $(2.80) compared
with $(0.84) per diluted share in 2003.

On Oct. 13, 2004, the company received an audit report from Grant
Thornton LLP, its independent auditors, containing an explanatory
paragraph that expresses substantial doubt about the company's
ability to continue as a going concern due to the short-term
nature of the company's credit facility and the current year's
loss from operations.

On or about Sept. 14, 2004, the company entered into a one-year
credit facility with Greenfield Commercial Corp, a privately held
commercial financing company. This asset based lending loan and
security agreement includes a $3 million revolving line of credit,
in which the Company may borrow up to the lesser of:

    (i) $3,000,000; or

   (ii) the sum of 75% of eligible receivables and 35% of eligible
        inventory, with a limit of $1,000,000 on the amount of
        borrowing availability on the eligible inventory.

The line of credit borrowings carry an interest rate of prime plus
8.0%. It contains certain penalties for early termination.  The
revolving credit facility will be used by the Company to fund its
working capital requirements.   

"This year marked a successful first step in the turnaround of our
company," said Alan Zeffer, AHPC's President & CEO. "Completing
the transaction with WRP Asia Pacific, establishing a new,
flexible credit facility and returning to the medical market are
fundamental steps needed to insure our future success." Mr. Zeffer
continued, "These successes will now allow us to place greater
focus on controlling our cost, expanding our markets served and
product offerings."

AHPC Holdings, Inc., headquartered in Itasca, Illinois, is a top
marketer and manufacturer of disposable medical examination,
foodservice and retail gloves.  The Company's wholly owned
subsidiary, American Health Products Corporation, is a leading
supplier of branded and private label disposable gloves to the
healthcare, foodservice, retail and industrial markets nationwide.  
In the year ending June 30, 2004, AHPC recorded a $2.8 million net
loss on $36.5 million in net sales.  At June 30, 2004, the
Company's balance sheet showed $9.9 million of assets and $6.1
million in liabilities.  


AMERICAN SKIING: 12% Noteholders Agree to Nix Indenture Covenants
-----------------------------------------------------------------
American Skiing Company (OTC Bulletin Board: AESK) said in
connection with the cash tender offer to purchase any and all of
its $120 million principal amount of 12% Senior Subordinated Notes
due 2006, the requisite consents have been received to eliminate
substantially all of the restrictive covenants for the indenture
governing the Notes.

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

The tender offer commenced on Oct. 22, 2004 will expire at 12:00
a.m., midnight, New York City Time, on Nov. 8, 2004, unless
extended. Closing of the tender offer is subject to:

   (i) the consummation of any necessary debt financing to fund
       the total consideration for the Notes and to refinance the
       existing credit facility of American Skiing Company and

  (ii) certain other customary conditions.

This news release is neither an offer to purchase nor a
solicitation of an offer to sell the Notes. The offer is being
made only by reference to the Offer to Purchase and Consent
Solicitation Statement and related applicable Consent and Letter
of Transmittal dated Oct. 22, 2004. Copies of documents may be
obtained from Georgeson Shareholder Communications, Inc., the
Information Agent, at (212) 440-9800 or toll-free at
(888) 264-6999.

                        Preferred Stock Swap

On October 12, 2004, American Skiing Company entered into an
Exchange Agreement with the holder of its 10.5% Repriced
Convertible Exchangeable Preferred Stock.  Pursuant to the
terms of the Exchange Agreement, the Company has agreed to issue
new junior subordinated notes due 2012 to the holder of the Series
A Preferred Stock in exchange for all outstanding shares of Series
A Preferred Stock. The new junior subordinated notes will be
issued only in the event that the Company is successful in
consummating a new senior secured credit facility and the Tender
Offer (as defined below). The new junior subordinated notes will
accrue non-cash interest at a rate of 11.25% upon issuance,
gradually increasing to a rate of 13.0% in 2012. No amortization
or interest payments are required to be made on the new junior
subordinated notes until maturity. The new junior subordinated
notes will be subordinated to all of the Company's other debt
obligations and all trade payables incurred in the ordinary course
of its business. None of the Company's subsidiaries will be
obligated on the new junior subordinated notes, and none of its
assets will serve as collateral for repayment of the new junior
subordinated notes.

                     Credit Agreement Amendment

On September 29, 2004, the Company entered into a Third Amendment
to the Credit Agreement among the Company, certain of its
subsidiaries, General Electric Capital Corporation as
Administrative Agent, and a group of lenders consisting of:

     * General Electric Capital Corporation,
     * Capitalsource Finance LLC,
     * TRS 1 LLC,
     * Cooksmill (c/o Scotiabank (Ireland) Limited),
     * Bernard National Loan Investors, Ltd., and
     * Bernard Leveraged Loan Investors, Ltd.

The Third Amendment generally provides that the Company and its
subsidiary borrowers under the Credit Agreement may sell up to
$11,000,000 in non-operating assets during the Company's current
fiscal year (which commenced on July 26, 2004).  This $11 million
non-operating asset sale basket is a $9,000,000 increase from the
basket previously available to the Company and its subsidiaries.

The Third Amendment also increases the capital expenditures which
the Company and its Borrower subsidiaries are permitted to make
under the Credit Agreement by up to $3,000,000 for the current
fiscal year, to the extent of proceeds received by the Company and
such subsidiaries from sales of non-operating assets.

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

                          *     *     *

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

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

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

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


ARBORS SS, L.P.: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Arbors SS, L.P.
        c/o Richard Wagner
        8411 Preston Road, Suite 711
        Dallas, TX 75225

Bankruptcy Case No.: 04-83569

Type of Business: The Debtor owns and operates a 192-apartment,
                  low-income housing facility located in South
                  Sioux City, Nebraska.  

Chapter 11 Petition Date: October 21, 2004

Court: District of Nebraska (Omaha)

Judge: Timothy J. Mahoney

Debtor's Counsel: T. Randall Wright, Esq.
                  Baird Holm Law Firm
                  1500 Woodmen Tower
                  Omaha, NE 68102-2068
                  Tel: 402-636-8228

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
NIFA                                         $5,934

Wilmar Industries                            $4,714

Monteith, Lacy & Sharkey                     $4,400

Quality Painting                             $4,082

Discount Carpets                             $3,839

Cardinal Carpet                              $2,230

Tri State Turf - Irrigation                  $2,031

Maintenance USA                              $1,950

Lots to Do                                   $1,880

Randy Hisey Attorney                         $1,795

Combined Pool and Spa                        $1,770

MidAmerican Energy                           $1,725

Mercy Medical Center                         $1,691

Watson Disposal                              $1,631

Appliance Warehouse                          $1,474

Cable One Advertising                        $1,380

Hawkeye Carpet Company                       $1,271

True Value                                   $1,121

GE Appliances                                $1,061

Sioux City Paint                             $1,043


ARCH WESTERN: Completes $250 Million 6-3/4% Senior Debt Issue
-------------------------------------------------------------
Arch Western Resources, LLC, completed its issuance of $250
million of 6-3/4% senior notes, due in 2013, pursuant to Rule 144A
under the Securities Act of 1933, as amended.  The senior notes
were issued through the company's wholly owned subsidiary, Arch
Western Finance, LLC, with Arch of Wyoming, LLC, also a wholly
owned subsidiary of the company, being a co-obligor.

The notes form a single series with Arch Western Finance's
existing 6-3/4% senior notes due in 2013, except that the new
notes are subject to certain transfer restrictions and are not
fully fungible with the existing notes. Arch Western Resources
intends to use the net proceeds to repay and retire the
outstanding indebtedness under its $100.0 million term loan
maturing in 2007. The balance of the net proceeds will be loaned
to Arch Western Resources' parent company, Arch Coal, Inc., to be
used to repay indebtedness under Arch Coal's revolving credit
facility and for general corporate purposes.

The senior notes were only offered and sold to qualified
institutional buyers in accordance with Rule 144A and Regulation S
under the Securities Act. The senior notes have not been
registered under the Securities Act or the securities laws of any
other jurisdiction. Unless the senior notes are so registered, the
notes may be offered and sold only in transactions that are exempt
from the registration requirements of the Securities Act or the
securities laws of any other jurisdiction.

This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sales of
these securities in any state or jurisdiction in which such an
offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any
such state or jurisdiction.

                        About the Company

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

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 22, 2004,
Moody's Investors Service assigned a Ba3 rating to Arch Western
Finance's proposed $250 million 6.75% guaranteed senior note issue
due 2013. All other ratings of Arch Western Finance and its
parent, Arch Coal Inc., were affirmed. Arch Western Finance's
notes are guaranteed by its parent, Arch Western Resources, a
subsidiary of Arch Coal.

Concurrent with the note issue, Arch Coal is offering 6.25 million
common share units, which, if successful, would raise proceeds of
approximately $200 million.

The Ba3 rating reflects Moody's belief that Arch Coal's free cash
flow will be negative over at least the next four years due to
extraordinarily high capital expenditures, which, when combined
with the potential for higher operating costs, especially in the
east, and the potential for a reversal of today's record coal
prices, could result in a material increase in leverage and
constrain the company's ability to service its debt. A large
proportion of the planned capex is non-discretionary since it is
targeted for annual payments for federal coal leases in the Powder
River Basin -- PRB. This coal will not be mined for many years
and, therefore, will not generate near-term cash flow. Moody's
also notes that increased costs and rail disruptions, combined
with a high proportion of locked in contracts, have thus far
prevented Arch Coal from materially benefiting from current high
spot coal prices. The rating outlook for both companies is
stable.

These ratings were assigned:

   -- Arch Western Finance, LLC

      * $250 million of 6.75% guaranteed senior notes due 2013,  
        Ba3

These ratings were affirmed:

   -- Arch Western Finance, LLC

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

   -- Arch Coal, Inc.

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

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

      * Senior implied rating, Ba3

      * Senior unsecured issuer rating, B1


ASTROPOWER INC: Committee Wants to Sue Xantrex & Raymond James
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
AstroPower, Inc.'s chapter 11 case asks the Honorable Mary F.
Walrath for permission to file a lawsuit against Xantrex
Technology, Inc., and Raymond James Ltd. to recover more than
$1,000,000 from a premature stock sale.  

As part of its statutory duties pursuant to Bankruptcy Code
Section 1103(c), Committee lawyers Adam G. Landis, Esq., and Kerri
K. Mumford, Esq., at Landis Rath & Cobb LLP, in Wilmington,
Delaware, relate, the Committee has been investigating the acts,
conduct, liabilities and financial condition of the Debtor,
including a prepetition sale of some stock in Xantrex Technology,
Inc., that AstroPower owned.   

Based on its investigation, the Committee has learned that prior
to AstroPower's chapter 11 filing, the Debtor determined to sell,
and did sell, its 727,000 shares of Xantrex stock.  The Debtor
hired Raymond James Ltd., at the suggestion of Xantrex, to act as
its agent in connection with sale of the Xantrex Stock. The Debtor
ultimately elected to accept an offer from Raymond James and Impax
Asset Management for $1.55 per share, subject to Xantrex's right
of first refusal under the terms of a Xantrex Unanimous
Shareholder Agreement.

Apparently, pursuant to the Xantrex Right of First Refusal
process, Xantrex subsequently facilitated the purchase of the
Xantrex Stock to an undisclosed third party buyer at $1.55 per
share. The Xantrex Sale closed in late November 2003 or early
December 2003, shortly before AstroPower tumbled into chapter 11.  
Following the Xantrex Sale, Xantrex effectuated a one-for-four
reverse stock split.  Thereafter, on or about Feb. 6, 2004 (less
than a week after AstroPower's Petition Date), Xantrex filed a
prospectus announcing Xantrex's intent to make an initial public
offering at $13.50 per share.  The difference between the amount
received by the Debtor in the Xantrex Sale and the amount the
Debtor would have received had it sold the stock two months later
after the Xantrex IPO was announced exceeds $1.3 million.

The Committee initially sought consensual discovery from Xantrex
and Raymond James, which failed.  The Committee then initiated a
Rule 2004 examination and the Court issued international letters
rogatory, which the Committee is authorized to send to the
judicial authorities of British Columbia, Canada, to compel
Xantrex and Raymond James to answer the discovery requests.

Currently, the Committee has information sufficient to support a
number of causes of action against Xantrex and Raymond James in
connection with the Xantrex Sale.  As set forth in AstroPower's
Disclosure Statement explaining the company's liquidating chapter
11 plan, the Debtor and the Committee believe that this litigation
is a valuable asset of the Debtor's estate.

A hearing on the Committee's request is scheduled for Nov. 8,
2004.  Objections, if any, must be filed and served by Nov. 1.

The Debtor has mailed copies of its Liquidating Chapter 11 Plan to
creditors and asked them to vote to accept the proposal. Creditors
must return their ballots by Nov. 16, 2004. Judge Walrath will
convene a hearing to consider plan confirmation on Dec. 2, 2004.

Headquartered in Wilmington, Delaware, AstroPower Inc., produced
the world's largest solar electric (photovoltaic) cells and a full
line of solar modules. The Company filed for chapter 11 protection
on February 1, 2004 (Bankr. Del. Case No. 04-10322). Derek C.
Abbott, Esq. at Morris, Nichols, Arsht & Tunnell, represents the
Debtor. When the Company filed for protection from its creditors,
it estimated debts and assets of more than $100 million.


ATX COMMUNICATIONS: Wants Plan-Filing Period Stretched to Dec. 10
-----------------------------------------------------------------
ATX Communications, Inc., filed a chapter 11 plan of
reorganization on June 1, 2004.  The Official Committee of
Unsecured Creditors appointed in ATX's cases doesn't like the plan
and wants to propose a competing plan.  ATX doesn't want to face
the chaos competing plans will create and thinks more time to
negotiate and modify the terms of its plan is likely to produce
one consensual plan.  Accordingly, ATX asks the U.S. Bankruptcy
Court for the Southern District of New York for an extension,
through Dec. 10, 2004, of its exclusive right to propose and file
a chapter 11 plan.  The company asks for a concomitant extension
of its exclusive period to solicit acceptances of that plan from
creditors through Feb. 8, 2005.

As previously reported in the Troubled Company Reporter, ATX's
Creditors' Committee has asked the Bankruptcy Court to terminate
the Debtors' exclusivity period to file a plan of reorganization.  

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

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

The Committee's members:

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

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

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

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

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

Under the terms of the Plan:

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

will be paid in full on the Effective Date.

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

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

The Plan provides that:

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

will be cancelled and discharged on the Effective Date.

Leucadia National will provide the Reorganized Debtors with a
revolving credit facility under the Company's proposed plan.

The Honorable Prudence Carter Beatty will hold a hearing to
discuss exclusivity on Nov. 3, 2004.  

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


AVADO BRANDS: DIP Loan Defaults Waived & New Covenants in Place
---------------------------------------------------------------
The Honorable Judge Steven A. Felsenthal of the U.S. Bankrupty
Court for the Northern District of Texas put his stamp of approval
on an amendment to Avado Brands, Inc.'s Post-Petition Credit
Agreement.  Louis J. Profumo, Advado's Chief Financial Officer,
explains that the amendment, dated Sept. 22, 2004, permanently
waives the Debtor's breach of various financial covenants
contained in the agreement through 5:00 p.m. on Oct. 20, 2004.  
Avado paid a $150,000 fee to the DIP Lenders for this waiver and
amendment.

The amended covenants:

A. Require certain defined cash flow targets for its Don Pablo's
   and Hops restaurant operations:

   Don Pablo's EBITDA for each measurement period may not be less
   than:

                                                    Minimum
   Measurement Period                          Don Pablo's EBITDA
   ------------------                          ------------------
   Fiscal month ended Aug. 22, 2004                $1,899,000
   Two fiscal month period ending Sept. 26, 2004   $4,222,000
   Three month period ending Oct. 24, 2004         $5,758,000
   Three month period ending Nov. 21, 2004         $5,729,000
   Three month period ending Jan. 2, 2005          $6,942,000

   Hops' EBITDA losses may not exceed:

                                                     Maximum
   Measurement Period                           Hops EBITDA Losses
   ------------------                           ------------------
   Fiscal month ending Sept. 26, 2004                $500,000
   Two fiscal month period ending Oct. 24, 2004      $540,000
   Three month period ending Nov. 21, 2004           $630,000
   Three month period ending Jan. 2, 2005             $85,000

B. Limit the amount of the Company's general and administrative
   expenses:

                                                     Maximum
   Measurement Period                           G&A EBITDA Expense
   ------------------                          -------------------
   Fiscal month ended Aug. 22, 2004                $1,620,000
   Two fiscal month period ending Sept. 26, 2004   $3,597,000
   Three month period ending Oct. 24, 2004         $5,300,000
   Three month period ending Nov. 21, 2004         $5,311,000
   Three month period ending Jan. 2, 2005          $5,600,000

C. Limit the amount the Company may incur related to repairs and
   maintenance and capital expenditures:

                                                    Maximum
                                             Repairs & Maintenance
   Measurement Period                             and CapEx
   ------------------                        ---------------------
   Fiscal month ending Sept. 26, 2004                $875,000
   Two fiscal month period ending Oct. 24, 2004    $1,574,000
   Three month period ending Nov. 21, 2004         $2,210,000
   Three month period ending Jan. 5, 2005          $3,147,000

DDJ CAPITAL MANAGEMENT, LLC, serves as Administrative Agent and
Collateral Agent for a consortium of lenders comprised of funds
managed by DDJ.  Those funds are B III-A CAPITAL PARTNERS, L.P.,
B IV CAPITAL PARTNERS, L.P., GMAM INVESTMENT FUNDS TRUST II -
PROMARK ALTERNATIVE HIGH YIELD BOND FUND, and THE OCTOBER FUND,
LIMITED PARTNERSHIP.  The DIP Lenders have indicated their
willingness to provide Avado with an Exit Financing Facility.  

Headquartered in Madison, Georgia, Avado Brands, Inc. --
http://www.avado.com/-- owns and operates two proprietary brands  
comprised of 102 Don Pablo's Mexican Kitchens and 37 Hops
Grillhouse & Breweries.  The company recently introduced a new
Hops City Grille concept that is currently in test in Florida.  
The Company and its debtor-affiliates filed voluntary chapter 11
petitions on Feb. 4, 2004 (Bankr. N.D. Tex. Case No. 04-31555).
Deborah D. Williamson, Esq., and Thomas Rice, Esq., at Cox & Smith
Incorporated, represent the Debtors in their restructuring
efforts.  Miller Buckfire Lewis Ying & Co., LLC, is providing
financial advisory services.  When the Debtors filed for
protection from its creditors, they listed $228,032,000 in total
assets and $263,497,000 in total debts.


BEATON HOLDING: Lender's Suit Dismissed as to Burger King Corp.
---------------------------------------------------------------
Chief Bankruptcy Judge Paul J. Kilburn of the United States
Bankruptcy Court for the Northern District of Iowa dismissed
Burger King Corporation as a party to a lawsuit initiated by FL
Receivables Trust 2002-A saying the Bankruptcy Court has no
subject matter jurisdiction and there's no actual controversy.

FL Receivables Trust 2002-A holds certain restaurant equipment
loans assigned to it by Captec Financial Corporation, Captec
Financial Group, Inc., and Captec Financial Group Funding
Corporation for the benefit of Prudential Securities Credit Corp.,
L.L.C.  The Trust filed an Adversary Proceeding (Bankr. N.D. Iowa
Adv. Pro. No. 04-9061) against debtors Gilbertson Restaurants,
L.L.C., Beaton, Inc., KC Beaton Holding Company, L.L.C., and non-
debtor Burger King Corporation, seeking a determination of the
security and priority of its claims and liens.  The Trust has
heard the Defendants say they dispute the Trust's claims, question
the veracity of some guaranties, and may attack the validity of
liens or guaranties.  The Trust also understands that Burger King
Corp. has been investigating causes of action for equitable
subordination of the Trust's claims.  The Trust is tired of the
rhetoric and wants its accusers to put up or shut up.  

Burger King Corp. moved to dismiss the Trust's lawsuit, asserting
that the Trust's apprehension that a controversy with BKC may
arise is insufficient to establish a "case or controversy" as
required by the Declaratory Judgment Act, 28 U.S.C. Secs. 2201,
2202, and Article III of the Constitution. BKC has made no formal
claims against the Trust.  

The Trust resisted the Motion to Dismiss, asserting that BKC
objected to the Trust's Motion to Dismiss, Convert or Appoint
Trustee filed in the Debtors' bankruptcy case, stating it may have
claims against the Trust.  The Trust is attempting to meet those
claims "head on" by seeking judgment pursuant to the Declaratory
Judgment Act.  It argues BKC's "intent to fully prosecute"
potential claims against it gives rise to an actual case or
controversy. The Trust argues that adjudicating BKC's claims is
related to this action's attempt to determine the validity, extent
and priority of the Trust's liens as between the Trust and
Debtors.

The Trust quotes a portion of BKC's Objection to the Trust's
Motion to Dismiss or Convert filed in the bankruptcy case file.
The quote comes from paragraph 10 of the Objection, which states
in full:

     10.  Lastly, BKC is very concerned and disturbed by the
     unprofessional and unprovoked comments and conduct of
     certain representatives of the FL Receivables Trust in
     their pre-petition dealings with the Debtors, including,
     inter alia, threats and assertions made by such
     representatives at a June 17, 2003 meeting in New York
     between the Debtors and FL Receivables Trust, many of
     which threats and assertions were directed at BKC and
     several other of BKC's franchisees.  (See Objection at
     12-13).  BKC is presently investigating such threats and
     conduct and is propounding discovery against the FL
     Receivables Trust to determine the extent of any claims
     and/or causes of action BKC may have against FL
     Receivables Trust, including but not limited to, causes
     of action for equitable subordination of FL Receivables
     Trust's claim in these Chapter 11 cases pursuant to
     11 U.S.C. Sec. 510(c) and/or tortious interference with
     advantageous contractual relations and business relationships
     between BKC and the Debtors as well as BKC and other Burger
     King franchisees.  BKC intends to fully prosecute any and
     all claims and causes of action available to it in
     connection with the actions, conduct and threats of the
     FL Receivables Trust and its representatives.

BKC's Objection refers to Debtors' Objection to the Trust's Motion
to Dismiss or Convert, at pages 12-13, which states:

     29. None of the FL Receivables Trust's actions, either
     prior to or throughout this bankruptcy, have been in
     furtherance of the best interests of the Estate or the
     creditors of the Estate. The Dismissal Motion is simply
     part of FL Receivables Trust's strategy to slow up the
     confirmation process and to force Burger King(R)
     Corporation to buy its loans and those of other
     FL Receivables Trust borrowers who are Burger King
     franchisees, with no evidence of any benefit to the
     Estate.  In the deposition of Perry Beaton, Todd
     Gilbertson and Kathy Frerichs (the "Deponents"), the
     Deponents testified about a meeting they had in New
     York with FL Receivables Trust on June 17, 2003. The
     purpose of the meeting was for the Company to ask
     FL Receivables Trust to work with the Company in some
     way to modify the Company's amortization schedules or
     help to resolve its financial situation because the
     Company could not continue to make its payments.
     FL Receivables Trust represented to the Company both
     at the meeting and on several occasions afterward that
     FL Receivables Trust would accept nothing less than
     "100 cents on the dollar," or payment in full
     immediately.  Mr. Ed Schwartz with FL Receivables
     Trust stated that FL Receivables Trust had loans with
     several Burger King(R) franchisees in the Midwest,
     including the Debtors, which he considered to be
     "all cr*p."  He threatened the Debtors numerous times
     that the Company would suffer unless Burger King(R)
     paid off FL Receivables Trust.  Mr. Schwartz stated
     that he would tear down the Burger King(R) sites and
     turn them into "used car lots."  He also stated:
     "I've done it before, I'll do it again. I'm very
     eager to do this because Burger King is not supporting
     these people they way they need to be supported. . . .
     Burger King is going to pay me off. These people
     (the Debtors) are going to suffer.  I hate to do it to
     them, but I will do what I have to do to protect my
     property."  Mr. Schwartz also referenced the
     aforementioned FL Receivables Trust "cr*p" loans made
     to Burger King(R) franchisees in the Midwest, and
     stated that none of these Burger Kings(R) would remain
     Burger Kings(R).  He would create a hole in the
     Midwest, "like a donut," and there would be no Burger
     Kings(R) in the Midwest.

This action is not similar to the usual declaratory judgment,
Judge Kilburn observes. BKC stated it is investigating claims or
causes of action against the Trust, based on the Trust's
prepetition conduct, specifically at a June 17, 2003 meeting.  
Thus, BKC has alleged that the Trust's prepetition conduct was
reprehensible and it is investigating whether it is actionable.
This is essentially the only statement upon which the Trust relies
to establish there is an actual controversy over which the Court
has subject matter jurisdiction.

Judge Kilburn points out that Burger King Corp. is not Debtor, so
this alleged controversy involves two non-debtor parties.  Judge
Kilburn also observes that FL Receivables Trust is not a "natural"
Plaintiff based on the facts presented.  In an ordinary lawsuit,
the Trust would be a defendant.

Having considered all the facts presented, Judge Kilburn concludes
that there is not a sufficient present controversy to satisfy the
present exercise of the Bankruptcy Court's jurisdictional power.  
The Trust has made no showing of immediacy.  There is no showing
made that any negative consequences will be suffered by the Trust
if a forum is not immediately provided.  The Trust points out that
dismissing BKC from this action would result in its possibly
having to respond to a second lawsuit.  However, this is not the
type of consequence which is controlling in a determination of
whether or not the Court should take jurisdiction and adjudicate
the rights of parties.

its simplest form, Judge Kilburn says, the allegations in this
case establish that the Trust allegedly made statements to BKC
which BKC found to be offensive.  BKC notified the Trust that it
was investigating these comments and intended to "fully prosecute
any and all claims and causes of actions available to it in
connection with the" conduct of the Trust.  The Trust states that
it wishes to meet BKC's possible claims "head on".  The Court is
not satisfied that it understands what that means.  What is clear,
based on these facts, is that BKC is the natural Plaintiff. It has
asserted that it is investigating certain conduct to determine if
it is actionable. As of the time of hearing, BKC has not initiated
any litigation arising from these facts.

"No case or controversy exists unless BKC elects to take action
against the Trust," Judge Kilburn says.  "To allow the Trust to
determine the field of battle and ask this Court to adjudicate
issues initiated by it, frankly strikes this Court as pointless.  
At the present time, BKC has not indicated that it has completed
its "investigation".  It has not indicated to the Court that it,
in fact, intends to pursue any claims. BKC has not indicated, with
any specificity, what form those claims would take. There are
references to subordination of claims. There is also discussion of
potential tort claims such as interference with business
relationships. Because of this pervading vagueness, it is not
possible to conclude that there is a sufficient controversy to
overcome a jurisdictional challenge. In fact, it is impossible to
state that there is a controversy at all. BKC may determine, upon
further investigation, that it either has no cause of action or
may elect for numerous reasons not to pursue a valid cause of
action."

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


BOISE CASCADE: Increases Debt Tender Offer to $1.1 Billion
----------------------------------------------------------
Boise Cascade Corporation (NYSE: BCC) has increased the size of
its pending debt tender offer from $800 million to $1.1 billion in
aggregate maximum cash consideration. The consideration to be paid
for each series of securities subject to the offer has also been
set.

Debt securities that are validly tendered (and not withdrawn) on
or prior to the expiration date of the offer may be subject to
proration if the principal amount tendered would cause the
aggregate cash consideration to exceed $1.1 billion. The company
will purchase the securities according to a priority of series.
Based on the increased size of the offer and the results to date
(and assuming no additional securities are tendered), the company
would accept for purchase all of the securities tendered,
approximately $884 million principal amount.

Holders who tendered their securities at or prior to 5 p.m.,
Eastern Time, on Thursday, Oct. 21, 2004, will receive the
applicable consideration, subject to the terms and conditions set
forth in the offer, which includes an early tender payment.
Holders who tender their securities after the early tender date
and at or prior to 5 p.m., Eastern Time, on the expiration date
(currently scheduled for Nov. 4, 2004) will receive the applicable
consideration, but will not receive the early tender payment.

                          Maximum       Acceptance
                          Offer         Priority     Tender Offer
Title of Security        Amount        Level        Consideration
-----------------     ------------     ----------   -------------   
6.50% Senior Notes
    due 2010           $300,000,000        1          $1,104.59

7.00% Senior Notes
    due 2013           $200,000,000        2          $1,127.88

7.05% Notes due 2005  $110,000,000(1)     3          $1,001.71

7.43% Notes due 2005   $18,505,000        4          $1,020.63

7.48% Notes due 2005   $23,300,000        5          $1,007.73

7.50% Notes due 2008  $125,000,000(1)     6          $1,086.14

9.45% Debentures
    due 2009           $150,000,000        7          $1,180.90

7.45% Notes due 2011   $50,000,000        8          $1,106.13

7.90% Notes due 2012   $52,000,000        9          $1,136.82

7.35% Debentures
    due 2016           $125,000,000       10          $1,124.07


                      Early Tender      Total     Principal Amount
Title of Security    Payment (2)   Consideration   Tendered (3)
-----------------    ------------  ------------- ----------------
6.50% Senior Notes
    due 2010              $30.00         1,134.59     $286,219,000

7.00% Senior Notes
    due 2013 $30.00    $1,157.88   $93,607,000.00

7.05% Notes due 2005     $20.00        $1,021.71     $106,008,000

7.43% Notes due 2005     $20.00        $1,040.63      $12,629,000

7.48% Notes due 2005     $20.00        $1,027.73       $1,281,000

7.50% Notes due 2008     $30.00        $1,116.14     $120,344,000

9.45% Debentures
    due 2009              $50.00        $1,230.90     $103,333,000

7.45% Notes due 2011     $30.00        $1,136.13      $49,600,000

7.90% Notes due 2012     $30.00        $1,166.82      $17,000,000

7.35% Debentures
    due 2016              $30.00        $1,154.07      $94,061,000

    (1) In the case of these two issues, the maximum offer amount
        is increased but is less than the $150,000,000 outstanding
        principal amount of each issue.

    (2) Per $1,000 principal amount of each issue of securities
        that is accepted for purchase.

    (3) As of 5:00 p.m., October 22, 2004.

The company will pay accrued and unpaid interest on all tendered
securities accepted for payment to, but not including, the
settlement date for the offer, which will promptly follow the
expiration date.

Withdrawal rights with respect to tendered securities have
expired. Accordingly, holders may not withdraw any securities
previously or hereafter tendered, except as contemplated in the
offer.

Notwithstanding any other provision of the offer, the company's
obligation to accept for purchase, and to pay for, securities
validly tendered pursuant to the offer is conditioned upon
satisfaction or waiver of the conditions set forth in the offer.
The company, in its sole discretion, may waive any of the
conditions of the offer in whole or in part, at any time or from
time to time.

The company also announced that in connection with its offer to
purchase its outstanding $172.5 million Senior Floating Rate
Debentures due 2006, it has received tenders for approximately
$122 million aggregate principal amount.

The company has received the requisite consents to adopt its
proposed amendments to the indenture relating to its 6.50% senior
notes due 2010. As a result, the company and the indenture trustee
will execute a supplemental indenture containing such amendments.
The company has not yet received the requisite consents to adopt
its proposed amendments to the indenture relating to its 7.00%
senior notes due 2013. To the extent that the requisite consents
are not received by the expiration date, the company intends to
effect either a credit enhancement transaction that would cause
the 7.00% senior notes to be rated investment grade by two or more
rating agencies or effect a defeasance of the covenants relating
to such securities. Either of these actions would allow the
company to proceed with its plan to distribute to shareholders a
portion of the proceeds from the sale of its forest products
assets to affiliates of Boise Cascade, L.L.C., as previously
announced.

Boise has retained Banc of America Securities LLC as the sole
dealer manager and solicitation agent for the offer. Holders can
direct questions about the offer to Banc of America Securities
LLC, High Yield Special Products, at 888-292-0070 (U.S. toll-free)
and 212-847-5834 (collect). Holders can request documentation from
D.F. King & Co., Inc., the information agent for the offer, at
800-901-0068 (U.S. toll-free) and 212-269-5550 (collect).

                About Boise Cascade Corporation
                
Boise, headquartered in Boise, Idaho, provides solutions to help
customers work more efficiently, build more effectively, and
create new ways to meet business challenges. We own or control
more than 2 million acres of timberland, primarily in the United
States, to support our manufacturing operations. Boise's sales
were $10.6 billion in the first nine months 2004.

Boise Office Solutions, headquartered in Itasca, Illinois, is a
division of Boise and a premier multinational contract and, under
the OfficeMax(R) brand, retail distributor of office supplies and
paper, technology products, and office furniture. Boise Office
Solutions had sales of $6.6 billion in the first nine months 2004.

Boise Building Solutions, headquartered in Boise, Idaho, is a
division of Boise and manufactures plywood, lumber, particleboard,
and engineered wood products. The business also operates 27
facilities that distribute a broad line of building materials,
including wood products manufactured by Boise. Boise Building
Solutions posted sales of $3.0 billion in the first nine months
2004.

Boise Paper Solutions, headquartered in Boise, Idaho, is a
division of Boise and a manufacturer of office papers, a majority
of which are sold through Boise Office Solutions. Boise Paper
Solutions also manufactures printing, forms, and converting
papers; value-added papers; newsprint; containerboard and
corrugated containers; and market pulp. The division had sales of
$1.5 billion in the first nine months 2004. Visit the Boise
website at http://www.bc.com/

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 11, 2004,
Moody's Investors Service assigned the ratings to Boise Cascade,
LLC.

Ratings assigned:

   -- Senior implied rated Ba3

   -- Senior unsecured issuer rating rated B1

   -- $1.33 billion guaranteed senior secured term loan B due
      2011 rated Ba3

   -- $1.225 billion guaranteed term loan C due 2010, rated Ba3

   -- $350 million revolving credit facility due 2010, rated
      Ba3

   -- $250 million guaranteed senior unsecured notes, due 2012
      rated B1

   -- $400 million guaranteed senior subordinated notes due 2014
      rated B2

Speculative Grade Liquidity rating rated SGL-2

The outlook is stable.


BOSTON PROPERTY: U.S. Trustee Meeting with Creditors on Nov. 8
--------------------------------------------------------------         
The U.S. Trustee for Region 3 will convene a meeting of Boston
Property Exchange Transfer Company, Inc.'s creditors at 10:30
a.m., on November 8, 2004, at the Office of the U.S. Trustee, J.
Caleb Boggs Federal Building, Room 2112, 844 King Street,
Wilmington, Delaware 19801. This is the first meeting of creditors
required under 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 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 Stamford, Connecticut, Boston Property Exchange
Transfer Company, Inc., was a qualified intermediary for deferred
like-kind property exchanges used by real estate investors until
in ceased operations in January 2001.  The Company filed for
chapter 11 protection on October 1, 20004 (Bankr. D. Del. Case No.
04-12792). Steven M. Yoder, Esq., at The Bayard Firm, represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed estimated assets of
more than $50 million and estimated debts of more than $10
million.


BROOKFIELD PROPERTIES: Completes C$150 Mil. Preferred Share Issue
-----------------------------------------------------------------
Brookfield Properties Corporation (BPO: NYSE/TSX) completed its
previously-announced Class AAA Series K preference share issue in
the amount of C$150 million.

Brookfield issued 6 million Class AAA Preference Shares, Series K,
at a price of C$25 per share with a yield of 5.2% per annum. The
net proceeds will be utilized for general corporate purposes
including the repayment of existing floating-rate preferred shares
and debt. The Series K Preference Shares will commence trading on
the Toronto Stock Exchange on Oct. 22, 2004 under the symbol
BPO.PR.K.

Brookfield Properties Corporation owns, develops and manages
premier North American office properties. The Brookfield portfolio
comprises 47 commercial properties and development sites totaling
46 million square feet, including landmark properties such as the
World Financial Center in New York City and BCE Place in Toronto.
Brookfield is inter-listed on the New York and Toronto Stock
Exchanges under the symbol BPO. For more information, visit
http://www.brookfieldproperties.com/

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 6, 2004,
Standard & Poor's Ratings Services assigned its 'P-3(High)'
Canadian national scale and 'BB+' global scale preferred share
ratings to Brookfield Properties Corp.'s C$150 million -- with an
underwriter's option of up to an additional C$50 million -- 5.20%
cumulative class AAA redeemable preferred shares, series K.

At the same time, Standard & Poor's affirmed its ratings
outstanding on the company, including the 'BBB' long-term issuer
credit rating. The outlook is stable.


BURLINGTON: Trust Wants Until March 31 to File Claim Objections
---------------------------------------------------------------
The BII Distribution Trust, as the representative of the Chapter  
11 estates of Burlington Industries, Inc., and certain of its  
domestic subsidiaries, seeks an extension of its deadline to file  
objections to General Claims to:

   (1) allow the Trust to assert objections to any remaining
       Claims that it becomes aware of;

   (2) assert additional grounds for objection to Claims that the
       Trust may discover as it prosecutes pending Claims
       objection;

   (3) preserve any newly discovered objections to the Claims;
       and

   (4) ensure that the Debtors' estates' interests are protected.

The Trust asks the Court to extend the General Claims Objection  
Bar Date until March 31, 2005.

Rebecca L. Booth, Esq., at Richards, Layton & Finger, P.A., in  
Wilmington, Delaware, tells Judge Rosenthal that during the past  
10 months, the Trust, through Avidity Partners, LLC, the  
Distribution Trust Representative, has worked diligently to  
review the Claims asserted against the Estates and to perform  
significant due diligence on each Claim.  In fact, since
February 3, 2004, the Trust has filed an additional 15 Omnibus  
Objections to Claims for a total of 23 Objections.  As a result  
of the Trust's efforts during this time period, nearly 2,900  
Claims have been resolved.  This includes 478 Claims that have  
been withdrawn or disallowed and expunged, 2,357 Claims that have  
been allowed, and an additional 40 Claims that have been settled.

However, Ms. Booth continues, the Trust may need to file an  
objection to additional Claims and anticipates that it may  
uncover additional grounds for objecting to the Claims as  
prosecution of the Claims unfold.  The Trust may then require  
additional time to review and file amended objections to the  
Claims.

The Trust has also been working to fulfill other duties under the  
Plan, including:

   -- the sale of real property transferred to the Trust;

   -- the satisfaction of Estate liabilities;

   -- the dissolution of domestic and foreign subsidiaries;

   -- the resolution of open issues relating to the WLR Purchase  
      Agreement that include contract and working capital  
      matters; and  

   -- the review and payment of valid administrative and
      professional fee Claims.

"Unlike a traditional debtor-in-possession or reorganized debtor,  
the Trust does not have first-hand knowledge of the Claims  
asserted against the Estates or a complete understanding of the  
various relationships and history associated with each of the  
Claims," Ms. Booth explains.  "Despite the Trust's many other  
duties under the Plan, its limited resources and the more than  
3,800 Claims filed in these cases, the Trust expects to object to  
all Claims by the General Claims Objection Bar Date."

Ms. Booth tells the Court that reviewing and determining which  
Claims are legitimate and which are objectionable is a labor  
intensive and time-consuming process.  A thorough and accurate  
review of the Claims is critically important to the fair,  
efficient and timely settlement of the Estates.  Thus, the Trust  
needs more time to conduct a complete review of all Claims and  
will endeavor to complete the claims administration process in  
the Debtors' Chapter 11 cases as efficiently and expeditiously as  
possible.

Pursuant to Del.Bankr.LR 9006-2, the General Claims Objection Bar  
Date is extended automatically by through and including the date  
on which the Court acts on the Trust's request.  A hearing will  
be scheduled only if any objection to the request is filed.
Objections must be filed by November 9, 2004.

Headquartered in Greensboro, North Carolina, Burlington  
Industries, Inc. -- http://www.burlington-ind.com/-- was one of   
the world's largest and most diversified manufacturers of soft  
goods for apparel and interior furnishings.  The Company filed  
for chapter 11 protection in November 15, 2001 (Bankr. Del. Case  
No. 01-11282).  Daniel J. DeFranceschi, Esq., at Richards, Layton  
& Finger, and David G. Heiman, Esq., at Jones Day, represent the  
Debtors.  WL Ross & Co. LLC purchased Burlington Industries and  
then sold the Lees Carpets business to Mohawk Industries, Inc.   
Combining Burlington with Cone Mills, WL Ross created  
International Textile Group.  Burlington's chapter 11 Plan  
confirmed on October 30, 2003, was declared effective on November  
10, 2003. (Burlington Bankruptcy News, Issue No. 55; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


CAESARS ENT: Inks Pact to Sell Bally's Casino to Columbia Sussex
----------------------------------------------------------------
Caesars Entertainment Inc., (NYSE: CZR) has entered into a
definitive agreement to sell Bally's Casino New Orleans to an
affiliate of Columbia Sussex Corporation, a hotel, resort and
casino operator based in Fort Mitchell, Kentucky, for
approximately $24 million. The transaction is expected to close by
the end of the second quarter of 2005 and is subject to customary
regulatory approvals and closing conditions outlined in the
purchase agreement.

"We are excited about the Bally's Casino New Orleans acquisition.
We think it provides a great opportunity in the New Orleans market
and we plan significant improvements and changes to the property,"
said William Yung, President of Columbia Sussex Corporation.

Under the terms of the agreement, Columbia Sussex will purchase
certain assets of Bally's Casino New Orleans, and will assume
certain related current liabilities. The aggregate consideration
may be adjusted for changes in net working capital. Caesars
Entertainment expects to report no material gain or loss on the
transaction. Libra Securities is the exclusive financial advisor
to Caesars Entertainment on the transaction.

                     About Columbia Sussex
                     
Columbia Sussex and its affiliates are one of the largest
privately held hotel owners in the country, and one of Marriott
Corporation's top licensees. Columbia Sussex and its affiliates
operate 64 hotels, resorts and casinos in 28 states and overseas,
including the Lighthouse Point Casino in Greenville, Mississippi,
the Horizon Casino Resort in South Lake Tahoe and the Westin
Casuarina property on Grand Cayman Island. It has also recently
opened the Westin Casuarina in Las Vegas, and purchased the River
Palms Casino in Laughlin, Nevada.

                   About Caesars Entertainment
                   
Caesars Entertainment, Inc. (NYSE: CZR) is one of the world's
leading gaming companies. With $4.5 billion in annual net revenue,
28 properties on four continents, 26,000 hotel rooms, two million
square feet of casino space and 52,000 employees, the Caesars
portfolio is among the strongest in the industry. Caesars casino
resorts operate under the Caesars, Bally's, Flamingo, Grand
Casinos, Hilton and Paris brand names. The company has its
corporate headquarters in Las Vegas.

In July 2004, the Board of Directors of Caesars Entertainment
approved an offer from Harrah's Entertainment to acquire the
company for approximately $1.8 billion and 66.3 million shares of
Harrah's common stock. The offer must be approved by shareholders
of both companies and federal and state regulators before the
transaction can close.

Additional information on Caesars Entertainment can be accessed
through the company's web site at http://www.caesars.com/

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 30, 2004,  
Fitch Ratings affirmed the senior unsecured and subordinated debt  
ratings of Harrah's Entertainment ('BBB-/BB+'; Stable Outlook).  
Caesars Entertainment ('BB+/BB-') remains on Rating Watch Positive  
by Fitch.  

The action follows the September 27, 2004 announcement that  
Harrah's Entertainment and Caesars Entertainment reached an  
agreement to sell two properties each to an affiliate of Colony  
Capital for $1.24 billion in cash or 8.5x LTM EBITDA. Harrah's  
Entertainment properties include Harrah's East Chicago and  
Harrah's Tunica, and Caesars Entertainment properties include the  
Atlantic City Hilton and Bally's Tunica.

Proceeds from the sale will be used to reduce debt at both  
Harrah's Entertainment and Caesars Entertainment prior to their  
pending merger. Net of asset sales, Fitch estimates the pro forma  
leverage of the combined entity will be in the 4.5 times (x)  
range, assuming a fiscal year-end 2004 close. Notably, this level  
of asset sales and debt repayment was contemplated in Fitch's  
original review in July of the potential merger of Harrah's  
Entertainment-Caesars Entertainment. While initial leverage is  
high for the category, Fitch expects leverage to decline to a more  
acceptable range within twelve-eighteen months. Fitch projections  
suggest that the combined entity will have the capacity to reduce  
leverage to below 4.0x by FYE 2005. Discretionary capex is  
expected to remain heavy through 2005, but falls off in 2006,  
producing $600-$700 million in free cash flow.

Fitch believes the sales alleviate a level of regulatory risk in  
completing the merger. In Indiana, the sale of Harrah's East  
Chicago allows the combined entity to comply with the legal limit  
of two licenses. In Atlantic City, where Harrah's Entertainment  
would own five of twelve properties, and Tunica, where the company  
would own five of nine, the sales should lessen potential anti-
trust concerns of the FTC and state regulators. Strategically,  
Fitch views lower exposure in these regions as a positive given  
significant new competitive threats in Atlantic City (The Borgata  
and legalized gambling in Pennsylvania) and stagnant growth of the  
Tunica market over the last several years.


CARBIDE/GRAPHITE: Plan Confirmation Objections Due Today
--------------------------------------------------------
The Honorable M. Bruce McCullough of the U.S. Bankruptcy Court for
the Western District of Pennsylvania approved the Second Amended
Combined Disclosure Statement filed by The Carbide/Graphite Group,
Inc., CG Specialty Products Management Corp., Seadrift Coke, L.P.,
Carbon/Graphite International, Inc., and Carbide/Graphite
Management Corp., to explain their Chapter 11 Plan of
Reorganization dated Sept. 24, 2004.  The Debtors sent their plan,
disclosure statement and ballots to their creditors for a vote.  

Objections to the Plan, if any, must be filed and served today,
Oct. 26, 2004.  

The Debtors will make their way to Judge McCullouh's courtroom at
3:00 p.m. on Nov. 16, 2004, to make their case for why their
Chapter 11 Plan should be confirmed.  At the Confirmation Hearing
the Debtors will ask Judge McCullough to find that the Plan
complies with each of the 13 standards articulated in Section 1129
of the Bankruptcy Code:

   (1) the Plan complies with the Bankruptcy Code;

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

   (3) the Plan was proposed in good faith;

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

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

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

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

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

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

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

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

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

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

The Carbide/Graphite Group, Inc., and its debtor-affiliates filed
for chapter 11 protection on Sept. 21, 2001 (Bankr. W.D. Pa. Case
Nos.01-29744 through 01-29748, inclusive).  Roger Martin Bould,
Esq., Ronald B. Roteman, Esq., and Stanley Edward Levine, Esq., at
Campbell & Levine, LLC, and David Ziegler, Esq., at Reed Smith
LLP, represent the Debtors.  The Creditors' Committee is
represented by David W. Lampl, Esq., John M. Steiner, Esq., and
Kimberly A. Coleman, Esq., at Leech Tishman Fuscaldo & Lampl, LLC.  


CARE CONCEPTS: Terminates Plan to Acquire Candy & Tobacco Company
-----------------------------------------------------------------
Care Concepts I, Inc. (AMEX:IBD) has agreed with Aries Capital
Partners, LLC, by mutual agreement, to terminate a non-binding
letter of intent regarding the proposed acquisition of Best Candy
and Tobacco Company by IBD.

"We have agreed with the management of Aries that the shareholders
of Best and IBD are better served by Best remaining an independent
company. IBD remains committed to increasing shareholder value
through acquisitions and organic growth," said Gary Spaniak, Jr.,
the company's president.

                    About Care Concepts I, Inc.
                    
Care Concepts I, Inc. (AMEX:IBD) is a media and marketing holding
company with interests in online auctions and radio programming
and, through the transaction disclosed above, owns an equity
interest in Penthouse Media Group, Inc., an established media,
entertainment and licensing company. Other operating companies are
Forster Sports, Inc., a sports-oriented, multi-media company that
produces sports radio talk shows; and iBidUSA.com, a popular
website which showcases products and services in an auction format
starting with an opening bid of about 30% percent of the retail
value.

                     Auditors Express Doubt  
                      
On January 15, 2003, Care Concepts dismissed Angell & Deering as  
its principal accountants and auditors.  A&D's report on the  
Company's financial statements expressed substantial doubt about  
the Company's ability to continue as a going concern.  On  
January 15, 2003, William J. Hadaway was hired to review the  
Company's 2002 financial statements.  On October 30, 2003, Care  
Concepts dismissed WJH. WJH shared A&D's doubts.  Effective  
October 30, 2003, the Company engaged the accounting firm of  
Jewett, Schwartz & Associates as its new independent accountants  
to audit the financial statements for the fiscal year ending  
December 31, 2003.


CATHOLIC CHURCH: Tucson Wants to Honor All Employee Obligations
---------------------------------------------------------------
The Roman Catholic Church of the Diocese of Tucson employs 38
people who work in a number of ministries and other operations of
the Diocese, including managerial and clerical, religious and
pastoral services.  The employees are paid every other Friday for
a pay period covering two standard work weeks.

Prior to filing for chapter 11 protection, the Diocese issued
payroll checks to its employees for:

   (a) unpaid prepetition wage and salaries;

   (b) for payroll and withholding taxes; and

   (c) health insurance benefits for the period ending
       September 16, 2004

Although the employees were advised to cash their payroll checks
or ensure that the payroll checks cleared if deposited, some of
the payroll checks pertaining to the Prepetition Employee
Obligations may not have cleared.

Susan G. Boswell, Esq., at Quarles & Brady Streich Lang, LLP, in
Tucson, Arizona, contends that it is imperative to the Diocese's
bankruptcy case that the payroll checks be honored.  The
Prepetition Employee Obligations need to be paid to allow the
Diocese to continue its ministry operations and to reorganize
successfully.

If the Diocese fails to pay the Prepetition Employee Obligations,
Ms. Boswell notes that its employees will suffer significant
hardship and may be unable to meet their personal living expenses.  
"Such a result would obviously have a negative impact on employee
morale and would likely result in unmanageable turnover and loss,"
Ms. Boswell says.

Accordingly, the Diocese sought and obtained Judge Marlar's
permission to pay the Prepetition Employee Obligations up to
$4,650 per employee in the ordinary course of its business,
including the Payroll Checks that were issued before the Petition
Date.

The Diocese's books and records indicate that no individual's
prepetition wage and benefit claim exceeds $4,650.

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


CDM RESTAURANTS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: CDM Restaurants, Inc.
        8 Park Plaza
        Boston, Massachusetts 02166

Bankruptcy Case No.: 04-18604

Type of Business: The Debtor is affiliated with Irish Pub
                  Restaurants.

Chapter 11 Petition Date: October 22, 2004

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: David M. Souza, Esq.
                  Sassoon & Cymrot LLP
                  84 State Street, 6th Floor
                  Boston, MA 02019
                  Tel: 617-720-0099
                  Fax: 617-729-0366

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20-Largest Creditors.


CELTRON INTL: Files Amended Reg. Statement for 4.5 Million Shares
-----------------------------------------------------------------
Celtron International, Inc. (OTCBB:CLTR) has filed with the
Securities and Exchange Commission an amended Registration
Statement on Form S-8 for the registration of 4,500,000 shares for
compensation of employees and consultants under the Company's 2004
Employee/Consultant Stock Compensation Plan.

                        About the Company

Celtron is in the business of developing and marketing products in
Mobile Commerce, Vehicle-locating and Management, Asset Tracking
and Telemetry Solutions. Utilizing Cellular & Internet Protocols,
WIG, WAP and IVR for Mobile Commerce and Integrated Cellular Data
& GPRS with Global Positioning Satellite technology for Vehicle
Location and Management, Celtron offers a wide range of Mobile and
Mobile Commerce Solutions. Celtron has four subsidiaries: Orbtech
Holdings, Ltd., (South Africa), a sub-Sahara holding company, of
which the Company owns approximately 70%; Celtron Tracking
Systems, Ltd., a United Kingdom company, of which Celtron owns
approximately 51%; Credit Pipe Holdings Ltd, a United Kingdom
company, of which Celtron owns 100%; and PayCell, Inc., a United
States company, of which Celtron owns 100%.

Orbtech has four operating subsidiaries: Orbtech Tracking Systems,
Ltd. (Orbtrac), a marketer, seller and distributor of the group's
vehicle management, tracking and recovery products; CreditPipe
(Pty) Ltd, a mobile E-commerce platform and M-commerce enabler;
MineWorx International (Pty) Ltd., a Specialist Mobile Software
and System Solutions provider; KnowledgeWorx, an E-learning and
skills management company, all of which are 100% owned by Orbtech;
and Odyssey Solutions (Pty) Ltd., a 40% subsidiary.

                          *     *     *

                       Going Concern Doubt

As reported in the Troubled Company Reporter on June 1, 2004,
Celtron International has obtained a new independent accountant
due to its former independent accountant's resignation. The new
independent accountant is Cordovano and Honeck, P.C., 201 Steele
Street, Suite 300, Denver, Colorado 80206; (303) 329-0220. The
appointment of the new accountant was recommended by the Company's
audit committee. Discussions were held with the new accountant
prior to its appointment to assure the Company that the accountant
would comply with all applicable audit procedures.

The prior independent accountant's report on the financial
statements for the Company over the past two years included an
opinion that, due to the Company's lack of revenue producing
assets and history of losses, there is doubt about Celtron's
ability to continue as a going concern.


CENTRAL WAYNE: Wants Until Nov. 16 to Solicit Votes on Plan
-----------------------------------------------------------
Central Wayne Energy Recovery Limited Partnership asks the U.S.
Bankruptcy Court for the District of Maryland, Baltimore Division,
to extend, until November 16, 2004, its exclusive period to
solicit acceptances to its chapter 11 Plan of Liquidation filed in
September.

The Debtor tells the Court it needs more time to review the Plan
and the Disclosure Statement with core parties in interest.  The
Debtor adds that the Official Committee of Unsecured Creditors has
consented to the voting period extension.

Headquartered in Baltimore, Maryland, Central Wayne Energy
Recovery LP, owns a waste-to-energy system facility that converts
the heat energy generated by incinerating waste to electricity.  
The Company filed for chapter 11 protection on December 29, 2003
(Bankr. D. Md. Case No. 03-82780).  Maria Chavez Ruark, Esq. ,
Piper Rudnick LLP represent the Debtor from its creditors.  When
the Company filed for protection from its creditors, it listed
more than $10 million in assets and more than $100 million in
debts.


CHARTER COMMS: Elects Robert May & Jonathan Dolgen as Directors
---------------------------------------------------------------
Charter Communications, Inc. (Nasdaq:CHTR) reported the election
of Robert P. May, and Jonathan L. Dolgen, as Class B members of
its Board of Directors, effective Oct. 21, 2004.

Upon his election, Mr. May was appointed to the Charter Board's
Strategic Planning Committee. He will receive compensation for his
Board and Committee service commensurate with that of other
Charter Board members.

Mr. May has been a member of the Board of Directors of HealthSouth
Corporation, a national provider of healthcare services, since
October, 2002. He has been the Chairman of HealthSouth's Board of
Directors since July, 2004. Mr. May also served as HealthSouth
Corporation's Interim Chief Executive Officer from March, 2003
until May of 2004, and as Interim President of its Outpatient and
Diagnostic Division from August, 2003 to January, 2004. From
March, 2001 until March, 2003, Mr. May was principal of RPM
Systems, a strategic and private investing consulting firm. From
March, 1999 to March, 2001, Mr. May served on the Board of
Directors and was Chief Executive Officer of PNV Inc., a national
telecommunications company. PNV Inc. filed for bankruptcy in
December 2000. Prior to his employment at PNV Inc., Mr. May was
Chief Operating Officer and a member of the Board of Directors of
Cablevision Systems Corporation from 1996 to 1998, and prior to
that held several executive positions with Federal Express
Corporation, including President, Business Logistics Services. Mr.
May was educated at Curry College and Boston College and attended
Harvard Business School's Program for Management Development.

Upon the satisfaction of certain regulatory requirements,
including the mailing of an Information Statement to the holders
of Charter's Class A Common Stock, it is intended that Mr. May
fill the vacant seat on Charter's Board of Directors that is
elected by the holders of the Class A Common Stock and Class B
Common Stock voting together as one class. Mr. May has agreed to
become the Class A/B Director upon his election as such, at which
time he will resign as a Class B Director.

Mr. Dolgen will also receive compensation for his board service
commensurate with that of other Charter Board members. Since July,
2004, he has been a Senior Advisor of Viacom, Inc. a worldwide
entertainment and media company, where he provides advisory
services to the Chairman and Chief Executive of Viacom, or others
designated by him, on an as requested basis. From April, 1994 to
July, 2004, Mr. Dolgen served as Chairman and Chief Executive
Officer of the Viacom Entertainment Group, a unit of Viacom, where
he oversaw various operations of Viacom's businesses, which during
2003 and 2004 primarily included the operations engaged in motion
picture production and distribution, television production and
distribution, regional theme parks, theatrical exhibition and
publishing. Mr. Dolgen began his career in the entertainment
industry in 1976 and until joining the Viacom Entertainment Group,
served in executive positions at Columbia Pictures Industries,
Inc., Twentieth Century Fox and Fox, Inc., and Sony Pictures
Entertainment. Mr. Dolgen holds a B.S. degree from Cornell
University and a J.D. degree from New York University.

Pursuant to certain affiliation agreements with networks of
Viacom, including MTV, MTV2, Nickelodeon, VH1, TVLand, CMT, Spike
TV, Comedy Central, Viacom Digital Suite, CBS owned and operated
broadcast stations, Showtime, The Movie Channel, and Flix, Viacom
provides Charter with programming for distribution via our cable
systems. The affiliation agreements provide for, among other
things, rates and terms of carriage, advertising avails on the
Viacom networks, which Charter can sell to local advertisers and
marketing support. For the year ended December 31, 2003, Charter
paid Viacom approximately $188 million for programming and
recorded approximately $4.7 million from Viacom networks related
to launch incentives for certain channels and marketing support as
a reduction of programming and marketing expenses, respectively.

                  About Charter Communications
                  
Charter Communications, Inc., a broadband communications company,
provides a full range of advanced broadband services to the home,
including cable television on an advanced digital video
programming platform via Charter Digital(TM) and Charter High-
Speed(TM) Internet service. Charter also provides business-to-
business video, data and Internet protocol (IP) solutions through
Charter Business(TM). Advertising sales and production services
are sold under the Charter Media(R) brand. More information about
Charter can be found at http://www.charter.com/

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 13, 2004,
Standard & Poor's Ratings Services revised its ratings outlook on
cable TV system operator Charter Communications Inc. and
subsidiaries to negative from positive. At the same time, the
'CCC+' corporate credit ratings and all ratings on the companies
were affirmed. Charter serves about 6.1 million basic cable TV
subscribers and had $18.4 billion in debt outstanding as of
June 30, 2004.

"The outlook revision was based on concerns about higher-than-
anticipated analog subscriber losses, insufficient revenue and
EBITDA growth, recent senior management departures, and heightened
uncertainty about Charter's ability to refinance its $588 million
in 5.75% convertible notes maturing in October 2005," said
Standard & Poor's credit analyst Eric Geil.


COMM 2004-LNB4: S&P Assigns Low-B Ratings on Six Cert. Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to COMM 2004-LNB4's $1.2 billion commercial mortgage pass-
through certificates series COMM 2004-LNB4.

The preliminary ratings are based on information as of
October 22, 2004.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect:

   (1) the credit support provided by the subordinate classes of
       certificates,

   (2) the liquidity provided by the trustee,

   (3) the economics of the underlying loans, and

   (4) the geographic and property type diversity of the loans.

Classes A-1, A-2, A-3, A-4, A-5, A-1A, B, C, and D are currently
being offered publicly.  Standard & Poor's analysis determined
that, on a weighted average basis, the pool has a debt service
coverage of 1.54x, a beginning LTV of 88.4%, and an ending LTV of
75.9X%.

                  Preliminary Ratings Assigned
                         COMM 2004-LNB4
   
           Class         Rating           Amount ($)
           -----         ------           ----------
           A-1           AAA              47,795,000
           A-2           AAA             148,782,000
           A-3           AAA              86,461,000
           A-4           AAA              88,047,000
           A-5           AAA             343,272,000
           A-1A          AAA             353,451,000
           B             AA               24,442,000
           C             AA-              10,693,000
           D             A                22,914,000
           E             A-               10,694,000
           F             BBB+             15,276,000
           G             BBB              15,276,000
           H             BBB-             12,221,000
           J             BB+               4,583,000
           K             BB                3,055,000
           L             BB-               6,111,000
           M             B+                7,638,000
           N             B                 3,055,000
           O             B-                3,055,000
           P             N.R.             15,277,157
           X-C*          AAA           1,222,098,157**
           X-P*          AAA           1,178,545,000**
   
                   *      Interest-only class
                   **     Notional amount
                   N.R. - Not rated.


CONTECH CONSTRUCTION: S&P Places BB- Rating on Planned $350M Debt
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Middletown, Ohio-based Contech Construction
Products Inc.

At the same time, Standard & Poor's assigned its 'BB-' bank loan
rating and '3' recovery rating to the company's proposed first-
lien $125 million revolving credit facility and $225 million term
loan B.  The revolving credit facility and term loan are rated the
same as the corporate credit rating.  The '3' recovery rating
indicates that bank lenders can expect meaningful recovery of
principal (50% to 80%) in the event of default.  The outlook is
stable.

"The ratings on Contech reflect its modest sales base, exposure to
the cyclical commercial and residential construction sectors,
volatile raw-material costs, low barriers to entry, and very
aggressive financial policy," said Standard & Poor's credit
analyst Lisa Wright.  Partially offsetting these risks are the
company's low degree of operating leverage, relatively stable
operating margins and strong market shares in niche and local
markets.

Contech plans to use the proceeds of the proposed bank loans to
pay a $175 million dividend to its shareholders, private equity
sponsor Butler Capital and company management.  The remaining
proceeds will be used to refinance existing debt and to finance
working capital.

Contech, with sales of about $500 million, manufactures and
distributes products for the U.S. civil engineering infrastructure
sector.  The company is engaged in three main businesses: pipes
and drainage systems, which constitute over half of sales,
bridges, and earth control.  Its products include: corrugated
metal and plastic pipes, pedestrian and vehicular bridges as well
as concrete retaining walls and geosynthetic earth retention
products.  The company operates 45 small manufacturing locations
throughout the U.S. and has limited geographic concentration.


COVANTA ENERGY: Court Approves Lake II Disclosure Statement
-----------------------------------------------------------
Judge Blackshear finds that Covanta Lake II, Inc.'s Disclosure
Statement contains "adequate information," within the meaning of
Section 1125 of the Bankruptcy Code, with respect to its Plan of
Reorganization.  Thus, the United States Bankruptcy Court for the
Southern District of New York approves Covanta Lake II's
Disclosure Statement.  Covanta Lake II will distribute the
Disclosure Statement together with other solicitation materials no
later than October 26, 2004.  No objections to the Disclosure
Statement were received.

            Plan and Disclosure Statement Modifications

Covanta Lake II, on October 21, 2004, filed with the Court an
amended Disclosure Statement and Reorganization Plan with these
minor modifications:

    (a) Treatment of Class 2 Claims -- Allowed Secured Bondholder
        Claims -- is modified to read:

        On the Effective Date, all Allowed Secured Bondholder
        Claims will be irrevocably entitled to be paid via a cash
        payment fully satisfying all obligations under the Bonds,
        the payment to be made as soon as practicable thereafter
        pursuant to the Bond Refunding arranged by Lake County,
        Florida, and all Bondholder Claims and liens against
        Covanta Lake II and its property will be deemed satisfied,
        released and terminated.  All Allowed Secured Bondholder
        Claims will be satisfied on or after the Effective Date
        under the Bond Refinancing.

    (b) As one of the conditions precedent to the Effectiveness of
        the Covanta Lake II Plan, the maximum aggregate amount of
        asserted Administrative Expense Claims not Disallowed by
        Final Order of the Court is revised from $500,000 to
        $1,000,000.

A full-text copy of Covanta Lake II's Amended Reorganization Plan
is available for free at:

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

A full-text copy of Covanta Lake II's Amended Disclosure
Statement is available for free at:

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

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


CROSSROADS AT LAKE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Crossroads at Lake Oconee, L.P.
        Building 14, Unit 410
        3535 Piedmont Road
        Atlanta, Georgia 30305

Bankruptcy Case No.: 04-77542

Chapter 11 Petition Date: October 22, 2004

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: J. Carole Thompson Hord, Esq.
                  Schreeder, Wheeler & Flint, LLP
                  1600 Candler Building
                  127 Peachtree Street, Northeast
                  Atlanta, Georgia 30303-1845
                  Tel: (404) 954-9858

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 largest unsecured creditors:

    Entity                                Claim Amount
    ------                                ------------
Sierra Contracting Corporation                $421,739
700 14th Street Northwest
Atlanta, Georgia 30218-5408

Putnam County Tax Commissioner                 $61,112

T.F. Kercheval                                 $10,500

Seyfarth Shaw, LLP                              $8,353

Landscape Management Services, Inc.             $5,300

Express Small Business Funding, Inc.            $3,530

Piedmont Water Company                          $2,616

Seagull Floors, Inc.                            $1,283

Lamar Eaton Contractor, Inc.                    $1,268

Sinclair Disposal Service                         $971

BellSouth                                         $508

Century Maintenance Supply, Inc.                  $456

U.S. Pro-Kil Pest Control, Inc.                   $367

Cort Furniture Rental                             $340

Haas Publishing Companies                         $335

Claxton Printing & Imaging Company                $310

Classified Ventures, LLC                          $269

Capital Alarms, Inc.                              $197

Dynamic Carpet Cleaners                           $175

Appfax, Inc.                                      $153


DELTA AIR: Gets $600MM Financing Commitment from American Express
-----------------------------------------------------------------
Delta Air Lines (NYSE: DAL) has entered into a commitment letter
with American Express Travel Related Services Company, Inc. (NYSE:
AXP) to provide up to $600 million of financing to Delta, subject
to satisfaction of certain conditions.

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

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

Delta and its wholly owned subsidiary, Delta Loyalty Management
Services, Inc., the manager of the Delta SkyMiles Program, also
signed agreements with Amex for a multi-year extension of their
co-branded credit card, Membership Rewards, and merchant services
relationships.

"As our September quarter 2004 losses demonstrate, time is now
very critical for Delta," said Gerald Grinstein, Delta's chief
executive officer. "American Express' role in Delta's
transformation process demonstrates the commitment and
determination of one of our key stakeholders in helping to
restructure the company."

                        About the Company

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

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


DELTA AIR: Inks Pact to Defer Approx. $135 Mil. Debt Due in 2005
----------------------------------------------------------------
Delta Air Lines (NYSE: DAL) has reached an agreement with the
holders of approximately $135 million aggregate principal amount
of its 7.70% Notes due 2005 to exchange their notes for newly
issued 8% Senior Notes due 2007. Under the agreement, for each
$1,000 of notes surrendered for exchange, these noteholders will
receive $1,000 principal amount of new 8% Senior Notes due 2007
and a pro rata allocation of a number of shares of Delta's common
stock to be issued.

The total number of shares of Delta's common stock to be issued in
the exchange will be equal to $22.5 million divided by a price per
share referred to as the VWAP Price. The VWAP Price will be the
arithmetic average of:

    (i) the volume-weighted average price of Delta's common stock,
        determined by reference to Bloomberg function "DAL Equity
        AQR," for each of the trading days in the period beginning
        Oct. 7, 2004 and ending Oct. 21, 2004, and

   (ii) the volume-weighted average price of Delta's common stock,
        determined by reference to Bloomberg function "DAL Equity
        AQR," for each of the trading days in the period beginning
        five trading days before and ending five trading days
        after approval by the Master Executive Council of the Air
        Line Pilots Association, International of a new contract
        between Delta and ALPA. To the extent that the VWAP Price
        is less than $3.60 per share, Delta will have the option
        to pay cash in lieu of all or a portion of the amount by
        which the VWAP Price is less than $3.60, so that the sum
        of:

            (x) any aggregate cash received; and

            (y) the product of the aggregate number of shares of
                Delta's common stock received and the VWAP Price
                is equal to $22.5 million.

Consummation of the exchange is subject to several conditions
including, without limitation, the condition, which may not be
waived by Delta, that Delta has received and accepted tenders of
at least 50 percent of the aggregate principal amount of its Pass-
Through Certificates, Series 2000-1C and Pass Through
Certificates, Series 2001-1C as a part of Delta's offer to
exchange up to $680 million aggregate principal amount of three
series of newly issued senior secured notes to the holders of $2.6
billion aggregate principal amount of outstanding unsecured debt
securities and enhanced pass through certificates.

Delta's 8% Senior Notes due 2007, shares of its common stock, and
any new notes issued in connection with the Exchange Offer will
not be registered under the Securities Act of 1933, or any state
securities laws. Therefore, the 8% Senior Notes, shares of Delta's
common stock, and any new notes issued in connection with the
Exchange Offer may not be offered or sold in the United States
absent an exemption from the registration requirements of the
Securities Act of 1933 and any applicable state securities laws.
Delta has agreed to file a registration statement to register the
8% Senior Notes and the shares of common stock for resale by the
holders. This announcement is neither an offer to sell nor a
solicitation of an offer to buy the 8% Senior Notes, shares of
Delta's common stock, or any new notes issued in connection with
the Exchange Offer.

                        About the Company

Delta Air Lines -- http://delta.com/-- is proud to celebrate its  
75th anniversary in 2004. Delta is the world's second largest
airline in terms of passengers carried and the leading U.S.
carrier across the Atlantic, offering daily flights to 493
destinations in 87 countries on Delta, Song, Delta Shuttle, the
Delta Connection carriers and its worldwide partners. Delta's
marketing alliances allow customers to earn and redeem frequent
flier miles on more than 14,000 flights offered by SkyTeam,
Northwest Airlines, Continental Airlines and other partners.
Delta is a founding member of SkyTeam, a global airline alliance
that provides customers with extensive worldwide destinations,
flights and services.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 16, 2004,
Delta Air Lines filed a Form 8-K with the Securities and Exchange
Commission to make changes in its Annual Report on Form 10-K for
the year ended Dec. 31, 2003.

The Annual Report is being revised so it may be incorporated into
another document. Since Delta filed the Annual Report with the
SEC, significant events have occurred which have materially
adversely affected Delta's financial condition and results of
operations. These events, which have been reported in Delta's
subsequent SEC filings, include a further decrease in domestic
passenger mile yield and near historically high levels of aircraft
fuel prices. The Annual Report has been revised to disclose these
events and the possibility of a Chapter 11 filing in the near
term. Additionally, as a result of Delta's recurring losses,
labor and liquidity issues and increased risk of a Chapter 11
filing, Deloitte & Touche LLP, Delta's independent auditors, has
reissued its Independent Auditors' Report to state that these
matters raise substantial doubt about the company's ability to
continue as a going concern.

As reported in the Troubled Company Reporter on Aug. 23, 2004,
Standard & Poor's Ratings Services lowered Delta Air Lines, Inc.'s
corporate credit rating and the ratings on Delta's equipment trust
certificates and pass-through certificates to 'CCC'. Any out-of-
court restructuring of bond payments or a coercive exchange would
be considered a default and cause the company's corporate credit
rating to be lowered to 'D' -- default -- or 'SD' -- selective
default, S&P noted. Ratings on Delta's enhanced equipment trust
certificates, which are considered more difficult to restructure
outside of bankruptcy, were not lowered.


DOBSON CELLULAR: S&P Assigns 'B-' Rating to $575 Million Bank Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Dobson Cellular Systems Inc.'s $75 million secured revolving
credit facility maturing in 2008.  The revolver was also assigned
a recovery rating of '2', indicating the expectation for a
substantial recovery of principal (80%-100%) in the event of a
default.

At the same time, a 'B-' rating was assigned to Dobson Cellular's
$500 million first-priority senior secured notes due 2011. A
recovery rating of '3' also was assigned to these notes,
indicating the expectation for a meaningful recovery of principal
(50%-80%) in the event of a default.

Also, a 'CCC' rating was assigned to the company's $200 million
second-priority senior secured notes due 2012.  These notes were
assigned a recovery rating of '5', indicating an expectation of a
negligible recovery of principal (0%-25%) in the event of a
default. Proceeds from the first-and second-priority notes will be
used to refinance bank debt outstanding at Dobson Cellular Systems
and for general corporate purposes, including funding the planned
acquisition of RFB Cellular Inc.

The senior unsecured debt rating on Dobson Cellular's parent,
Dobson Communications Inc., was lowered to 'CCC' from 'CCC+' due
to a more stressed asset valuation given lower subscriber growth
and increased pressure on roaming revenue.  The other existing
ratings on Dobson Communications and related entities, including
the 'B-' corporate credit rating, were affirmed.  The ratings were
removed from CreditWatch, where they were placed with negative
implications March 1, 2004, due to concerns related to covenant
compliance and the impact of the pending AT&T Wireless Services
Inc./Cingular Wireless LLC merger on roaming revenue.  The outlook
is negative.

The proposed refinancing of Dobson Cellular Systems' bank debt
eliminates the previous covenant concern, while the negative
outlook incorporates the potential for additional pressure on
roaming revenue resulting from the merger of AT&T Wireless and
Cingular.  Dobson Communications is one of the largest providers
of rural and suburban wireless communications services in the
U.S., with 1.6 million subscribers.  Pro forma for the
transactions, total debt outstanding is about $2.5 billion.

"The ratings reflect Dobson's high debt leverage, weak subscriber
growth, and uncertainty related to roaming revenue growth," said
Standard & Poor's credit analyst Rosemarie Kalinowski.  "In
addition, we expect the pending merger of [AT&T Wireless] and
Cingular to result in additional pressure on roaming revenue, as
these two entities provide the majority of roaming minutes."


ENRON CORP: Board Names Robert Bingham as Interim CFO & Treasurer
-----------------------------------------------------------------
On September 30, 2004, the Board of Directors of Enron Corp.
accepted the resignation of Raymond M. Bowen as Executive Vice
President, Chief Financial Officer and Treasurer of the Company,
which resignation is effective as of October 1, 2004.

On the same day, the Board elected Robert S. Bingham to replace
Mr. Bowen as Interim Chief Financial Officer and Interim
Treasurer of the Company, effective as of October 1, 2004.

In a regulatory filing with the Securities and Exchange
Commission, Enron Managing Director and Assistant General Counsel
K. Wade Cline discloses that Mr. Bingham is 56 years old and has
been an employee of Kroll Zolfo Cooper, LLC, since February 1999.
During his tenure with Kroll, he has served as Associate Director
of Restructuring for the Company since February 2002.  Prior to
joining Kroll, he served as Vice President and Chief Financial
Officer of Pick Telecommunications Corp., a publicly traded
provider of long distance and prepaid calling card
telecommunications services, from January 1997 to February 1999.
He is a certified public accountant.  Mr. Bingham serves as a
director for Portland General Electric Company, an electric
utility company reporting under the Securities Exchange Act of
1934 and wholly owned subsidiary of the Company.

Mr. Bingham is the Chair of PGE's Audit Committee and a member of
PGE's Compensation Committee.  Mr. Bingham does not have an
employment agreement directly with Enron.  Instead, the Debtors
pay Stephen Forbes Cooper, LLC -- an entity that has a shared
employee arrangement with Kroll pursuant to a separate agreement
-- for its services pursuant to an agreement entered into
effective as of January 28, 2002, by and among Enron, Stephen
Forbes Cooper and Stephen F. Cooper, which was approved by the
Bankruptcy Court.  Under the Stephen Forbes Cooper Agreement, the
firm performs certain management services for Enron associated
with the Bankruptcy Case, and the Company agrees to pay Stephen
Forbes Cooper, among other amounts for services rendered by other
individuals, $545 per hour of work for Mr. Bingham's services.

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


ENRON: Wants Court Nod to Sell Bridgeline Interests to Targa
------------------------------------------------------------
Debtors Enron North America Corp., Louisiana Resources Company,
LRCI, Inc., Louisiana Gas Marketing Company, and LGMI, Inc., ask
the U.S. Bankruptcy Court for the Southern District of New York to
approve the sale of their Bridgeline Interests to Targa
Bridgeline, LLC, subject to higher and better offers, pursuant to
a Purchase and Sale Agreement.

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

                      The Bridgeline Interests

Herbert K. Ryder, Esq., at LeBoeuf, Lamb, Greene & MacRae, LLP,
in New York, relates that Louisiana Resources, LRCI, Louisiana
Gas, and LGMI are each a limited partner in Bridgeline Holdings,
LP, a Delaware limited partnership.  The Louisiana Debtors
collectively own limited partnership interests totaling 39.6% of
the partnership interests in Bridgeline Holdings, subject to the
obligations of the Second Amended and Restated Limited
Partnership Agreement effective as of April 19, 2004.  The
Louisiana Debtors, along with ENA, and Texaco Exploration and
Production, Inc., are parties to the Partnership Agreement.

ENA holds a 40% membership interest in Bridgeline, LLC, a
Delaware limited liability company, which in turn holds a 1%
general partnership interest in Bridgeline Holdings, subject to
the obligations of the Second Amended and Restated Limited
Liability Company Agreement of the General Partner, effective as
of April 19, 2004, by and among Texaco Exploration and ENA.

ENA and the Louisiana Debtors are parties to a Court-approved
Settlement Agreement and Mutual Release dated February 24, 2004.
Mr. Ryder reminds the Court that the Settlement Agreement
resolved:

    (i) amounts due pursuant to prepetition physical and financial
        commodity trading transactions entered into between the
        parties to the Settlement Agreement; and

   (ii) several litigation matters and an arbitration among the
        parties.

The Settlement Agreement disclosed that the Debtors are
contemplating the sale of their interests in Bridgeline Holdings
and Bridgeline LLP.

                       The Marketing Efforts

Beginning in the Fall 2003, the Debtors undertook to sell the
Bridgeline Interests and began marketing those interests to third
parties.  The Debtors contacted 150 companies that expressed an
interest in purchasing the Bridgeline Interests or those who were
likely candidates to purchase those interests.  Targa Bridgeline
offered the highest and best bid for the Bridgeline Interests.
On October 12, 2004, the Debtors and Targa Bridgeline and Targa
Resources executed the Purchase and Sale Agreement.

The Louisiana Debtors believe that:

    -- a prompt sale of the Bridgeline Interests is the best way
       to maximize value; and

    -- the sale to Targa of the Bridgeline Interests under the
       terms and conditions of the Purchase and Sale Agreement
       constitutes the highest and best offer received thus far.

                   The Purchase and Sale Agreement

Under the terms of the Purchase and Sale Agreement the Debtors
will sell and assign the Bridgeline Interests to Targa
Bridgeline.  The principal terms of the Purchase Agreement are:

A. Purchase Price -- $100,000,000, be subject to adjustments

B. Deposit -- $10,000,000 and will expire not sooner than
    May 20, 2005

C. Sale and Purchase of the Bridgeline Interests

    On the Closing Date, the Debtors will sell, assign, transfer,
    convey and deliver to Targa Bridgeline and Targa will purchase
    from the Debtors, the Bridgeline Interests pursuant to the
    Assignment and Assumption Agreement.

    Under the Assignment and Assumption Agreement, the Debtors
    will also transfer to Targa all of their obligations,
    liabilities and duties that arise out of the Bridgeline
    Interests from and after the Effective Time and Targa will
    assume and discharge, all of the Debtors' obligations,
    liabilities and duties arising out of the Bridgeline Interests
    from and after the Effective Time.

D. Payment of Purchase Price

    At the Closing, upon satisfaction or waiver of the closing
    conditions set forth in the Purchase Agreement, Targa
    Bridgeline and the Debtors will execute and deliver the
    Closing Notice, to the Escrow Agent regarding the return to
    Targa of the undrawn Deposit Letter of Credit, provided that
    the Closing Notice will not be delivered to the Escrow Agent
    until the Bank receives confirmation that the Debtors have
    received the Purchase Price.  At the Closing, Targa will pay
    the Debtors or their designee, the Purchase Price by wire
    transfer of immediately available funds into an account the
    Debtors designate.

    The parties agree to pay, if applicable, the True-up Amount in
    accordance with the Purchase Agreement.

E. Time and Place of Closing

    The closing of the sale and purchase will take place at the
    offices of LeBoeuf Lamb Greene & MacRae, LLP, located at 1000
    Main Street, Suite 2550, in Houston, Texas, at 10:00 a.m.
    local time, on the second business day after the conditions to
    Closing pursuant to the Purchase Agreement, have been
    satisfied or waived by the party entitled to waive the
    condition.

F. Termination of Agreement

    The Purchase Agreement may be terminated:

       (a) Prior to the Closing Date by:

           * the mutual written consent of the Debtors and Targa
             Bridgeline; or

           * either the Debtors or Targa if the Closing has not
             occurred on or before March 31, 2005;

       (b) By the Parties' written agreement -- the Outside Date
           -- provided that the terminating party is not in
           default of its obligations in any material respect,
           provided further that if the Debtors and Targa are in
           default of their obligations in any material respect,
           then the Purchase Agreement will terminate
           automatically as of the Outside Date;

       (c) By either the Debtors or Targa, if consummation of the
           transaction becomes illegal or prohibited or if any
           final and non-appealable order is entered by a
           Governmental Authority of competent jurisdiction
           permanently restraining, prohibiting or enjoining the
           Parties from consummating the transactions; or

       (d) By the Debtors, at any time after they enter into an
           agreement with respect to an Alternative Transaction,
           or by Targa, upon, but not prior to, the closing of an
           Alternative Transaction.

G. Alternative Transaction

    Until the earlier of the Closing or the termination of the
    Purchase Agreement, the Debtors will be permitted to solicit
    inquiries, proposals, offers or bids from, and negotiate with,
    other persons or entities, relating to the sale, transfer or
    other disposition of all or substantially all of the
    Bridgeline Interests or the assets of the Partnership and may
    take any other affirmative action to cause, promote or assist
    with any transaction by a third party provided that the
    Debtors may only enter into, and seek Court approval of, any
    definitive agreement if the Alternative Transaction is a
    Superior Transaction.

H. Targa Resources Guarantee

    Targa Resources guarantees to the Debtors the due
    and punctual performance and discharge of all of Targa
    Bridgeline's obligations under the Purchase Agreement.

I. Termination of CVX Trade Credit Support

    Targa Bridgeline recognizes that, in connection with the
    Partnership Credit Agreement, CVX has provided credit support
    to the Partnership pursuant to the CVX Support Agreement and
    the guarantees issued by CVX thereunder.  As of the Closing
    Date, Targa Bridgeline will provide a share of the CVX Trade
    Credit Support as required in the Settlement Agreement.

J. Debtors' Obligations

    The obligations and liabilities of each of the Debtors under
    the Purchase Agreement will be several in nature, and not
    joint.

According to Mr. Ryder, the Debtors no longer have any need or
use for the Bridgeline Interests.

The Purchase Agreement was negotiated at arm's length and in good
faith and represents fair market value for the Bridgeline
Interests and the LLC Interest, Mr. Ryder contends.

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


ESSELTE GROUP: Moody's Cuts Sr. Implied Rating & Junks Sr. Notes
----------------------------------------------------------------
Moody's Investors Service has downgraded the debt ratings of
Esselte Group Holdings AB, reflecting weak operating results in
the current fiscal year and ongoing exposure to a challenging
environment for the office products industry. The rating outlook
is negative.

The following ratings were downgraded:
  
   -- Senior implied rating, to B2 from B1;
   -- $150 million 7-5/8% senior notes due 2011, to Caa1 from B3;
   -- Senior unsecured issuer rating, to Caa2 from Caa1.

The ratings downgrade and negative outlook reflect continued
pressures on profitability and cash flows which are expected to
eliminate Esselte's near-term debt reduction capacity and erode
credit metrics beyond levels acceptable for its prior rating
level. Esselte's earnings in the current fiscal year have been
negatively impacted by several factors, including an aggressive
marketing campaign, heightened competition and retailer pricing
demands, and sharp increases in raw materials. While management
has identified cost control and restructuring initiatives and is
seeking price increases next year, Moody's remains concerned that
savings may be offset by the ongoing commoditization of many of
its products, and that passing along price increases may be
challenging in the current retail and economic climate. Further, a
significant drop in spending levels may result in disappointing
sales for Esselte's increasingly important new product launches
and may accelerate trends towards private label products.

As a result of Esselte's disappointing performance, continued
restructuring charges, and challenging operating environment,
Moody's now expects Esselte to be materially cash flow negative
for fiscal 2004 before its required $15 million payment related to
last year's acquisition of Xyron (which is being funded through an
accelerated equity contribution by sponsor J.W. Childs). The
failure to stabilize and grow year-over-year earnings beginning in
Q4, or to progress toward positive free cash flow generation into
fiscal 2005, could prompt further ratings downgrades. Moody's
notes that performance in the second half of fiscal 2004 is
particularly important given the company's challenges in meeting
financial covenants under its senior credit facilities. Esselte's
bank group has reset the 3Q leverage covenant to 4.6x and is
scheduled to meet with the banks later this year to discuss
further covenant amendments.

Although ratings upgrades are unlikely in the absence of material
and sustained improvements in earnings, free cash flow, and
product diversification (Dymo brand currently provides the vast
majority of earnings and is under competitive threat), Moody's
could consider a stable ratings outlook if Esselte's is able to
return to free cash flow levels of at least 5% of funded debt and
maintain access to its borrowing lines. In this regard, Esselte
will need to offset industry challenges with continued cost
controls, improved marketing efficiency, and successful new
product launches.

Notwithstanding these concerns, Esselte's ratings are supported by
its strong market positions, known brands, and global
diversification. The company has proven an ability to improve
operating efficiency and generate substantial cash flow when it
has focused on lean (Kaizan) management principles and innovation
versus aggressive growth.

The ratings continue to be restrained by Esselte's high effective
leverage, including debt balances, capitalized lease expenses, and
obligations related to underfunded pension plans and prior
acquisitions. Many of these obligations have proximate payment
requirements that, along with ongoing restructuring costs,
constrain free cash flow. The company's limited financial
flexibility is of primary concern due to its very competitive
product categories and its increasingly concentrated distribution
base, which combine to place pressure on sales, profits, and
service levels. Esselte's competitors  include well-resourced
companies like Avery Dennison (A3, senior unsecured), Fortune
Brands (A2), and MeadWestvaco (Baa2), as well as non-branded
products sourced from companies operating in low-cost countries.
Competitive activity in the labeling segment could particularly
impact Esselte's operating performance, as its DYMO brand
represents a much larger portion of the company's EBITDA relative
to its top line contribution. Additional risks are present in
Esselte's exposure to unfavorable global economic and employment
trends, volatility in raw materials prices (paper and resins), or
disruption from national labor unions in certain countries.

Esselte, incorporated in Sweden (with executive offices in
Stamford, Connecticut), is a leading manufacturer of office and
other products in four primary categories, filing, labeling,
workspace and creative. The company's brands include DYMO,
Esselte, Leitz, Pendaflex and Xyron. Net sales for the twelve-
month period ended July 2004 were approximately $1.2 billion.


FEDERAL-MOGUL: Sept. 30 Balance Sheet Upside-Down by $1.4 Billion
-----------------------------------------------------------------
Federal-Mogul Corporation (OTCBB:FDMLQ) reported its financial
results for the three and nine months ended Sept. 30, 2004.

Federal-Mogul reported net sales of $1.5 billion and $4.6 billion
for the three and nine-month periods ended Sept. 30, 2004,
representing an increase of 13% and 12% respectively, over
comparable periods of 2003. These increases were driven by
favorable foreign currency, new business and increased volumes.

Gross margin increased by $29 million, or 12%, and $78 million, or
10%, during the three and nine month periods ended Sept. 30, 2004,
respectively, as compared to the same periods in 2003. Although
increased sales volumes favorably impacted gross margins, period
to period margins as a percentage of sales decreased as a result
of raw material cost inflation and customer price reductions.

Earnings (loss) from continuing operations before income taxes
improved by $10 million and $21 million during the three and nine
month periods ended September 30, 2004, respectively, as compared
to the same periods in 2003. Earnings (loss) from continuing
operations before income tax expense benefited from the margin
impact of increased volumes during 2004, while asset impairments
of $13 million and $36 million recorded during these periods
partially offset this impact. Additionally, Chapter 11 and
Administration related reorganization expenses decreased during
the third quarter of 2004 as a result of a favorable settlement of
an outstanding bankruptcy claim.

"New business and increased sales volumes highlighted our
financial results during the third quarter. However, difficult
market conditions including increased cost of steel and other
commodities and ongoing customer pricing challenges continue to
pressure our financial results," said Steve Miller, Chairman of
the Board and Interim Chief Executive Officer.

              Financial Results for the Three Months
                     Ended September 30, 2004
  
Federal-Mogul reported third quarter 2004 net sales of
$1.5 billion, an increase of $173 million or 13% when compared to
net sales of $1.3 billion for the same period in 2003. New
business and increased volumes in OE and Aftermarket sectors
accounted for $134 million of the year-over-year sales increase.
Net sales also benefited from $54 million of favorable foreign
currency during this period. Customer pricing partially offset
these favorable factors.

Gross margin increased $29 million or 12% during the third quarter
of 2004, as compared with the third quarter of 2003. New business
and increased volumes contributed $49 million to the gross margin
increase and foreign currency added $7 million. Gross margin
decreased as a percentage of sales as the impact of raw material
cost inflation and customer price reductions exceeded productivity
improvements from the Company's ongoing cost reduction and
restructuring activities.

The Company reported a loss from continuing operations before
income taxes of $4 million during the third quarter of 2004,
compared with a loss from continuing operations before income
taxes of $14 million for the same period in 2003. This improvement
is partially attributable to the gross margin increase related to
higher volumes experienced during the third quarter of 2004.
Additionally, the Company reached a favorable settlement of an
outstanding bankruptcy claim resulting in a $19 million decrease
in Chapter 11 and Administration related reorganization expenses
for the quarter ended Sept. 30, 2004. These factors were partially
offset by $13 million of asset impairments primarily related to
the announced closure of one of the Company's U.S. Powertrain
manufacturing operations. Selling, general and administrative
costs decreased slightly as a percentage of sales, despite
unfavorable foreign currency of $9 million during the period.

Cash from operating activities was adversely impacted by increased
working capital in the period primarily attributable to increased
sales volumes.

             Financial Results for the Nine Months
                    Ended September 30, 2004
    
Net sales increased $508 million or 12% to $4.6 billion for the
nine months ended Sept. 30, 2004 as compared to $4.1 billion for
the same period in 2003. The increase in net sales was driven by
$396 million of new business and increased volumes across OE and
Aftermarket sectors. Favorable foreign currency of $196 million
was partially offset by customer price reductions and the adverse
impact on Aftermarket sales for products serviced by the Company's
Smithville, TN distribution center that was destroyed by fire in
March 2004.

Gross margin for the nine month period ended Sept. 30, 2004,
increased by $78 million or 10% as compared to the same period in
2003. New business and increased OE and Aftermarket sales volumes
of $143 million and favorable foreign currency of $31 million were
partially offset by customer price reductions and increased raw
material costs.

Earnings (loss) from continuing operations before income taxes
increased by $21 million during the nine month period ended
September 30, 2004 as compared with the same period in 2003. The
improvement is attributable to the increased gross margin
associated with higher sales volumes and the bankruptcy claim
settlement recognized in the third quarter of 2004, offset by
asset impairments. Selling, general and administrative costs
decreased as a percentage of sales, despite unfavorable foreign
currency of $29 million.

The Company has generated positive cash from operating activities
during the nine months ended Sept. 30, 2004, providing
$260 million for the year to date period.

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.  

At Sept. 30, 2004, Federal-Mogul's balance sheet showed a
$1,431,500,000 shareholder deficit, compared to a $1,376,900,000
deficit at Dec. 31, 2003.


FEDERAL-MOGUL: Moody's Assigns Low-B Ratings to Exit Facilities
---------------------------------------------------------------
Moody's Investors Service assigned ratings to the guaranteed
senior secured exit credit facilities proposed by Federal-Mogul
Corporation upon the company's emergence from Chapter 11
bankruptcy.  First-time ratings coverage is being initiated for
the capital structure proposed for the reorganized company.

Confirmation hearings on Federal-Mogul's proposed Plan of
Reorganization are scheduled to occur during December 2004.  A
December 2004 confirmation would likely result in the company's
emergence from bankruptcy and funding of the proposed exit credit
facilities during March 2005.  Moody's rating assignments are
specifically applicable to the terms of the proposed Plan, and
would have to be reevaluated in the unanticipated event that
confirmation of this Plan is materially delayed or the terms
materially revised.

According to the proposed Plan, Federal-Mogul's total outstanding
funded debt will be reduced by about 46% or $2.1 billion -- to
$2.5 billion, from $4.6 billion -- upon the reorganization.  The
proceeds of the exit facilities will be utilized to refinance the
existing debtor-in-possession credit facility, to make certain
payments satisfying claims allowed by the bankruptcy court, to pay
transaction fees and expenses, and to provide ongoing liquidity
for the company's working capital needs and other general
corporate purposes.

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

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

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

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

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

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

   -- B1 senior implied rating;

   -- B3 senior unsecured issuer rating;

   -- SGL-2 speculative grade liquidity rating

According to the key terms of Federal-Mogul's Plan of
Reorganization, the company's approximately $360 million of
outstanding debtor-in possession loans will be repaid in full in
cash.  The approximately $1.9 billion of pre-petition senior
secured bank claims and surety claims will be satisfied with a
cash payment of $328 million, receipt of a newly issued
$1.33 billion junior secured second-lien tranche A term loan due
approximately September 2011 (unrated), and receipt of a newly
issued $306 million junior secured third-lien PIK note due
December 2015 (unrated).  Holders of Federal-Mogul's approximately
$2.2 billion of prepetition noteholder claims will receive 49.9%
of the common equity of the reorganized company. Carl Icahn, who
is the leading prepetition noteholder through his investment
vehicle High River Limited Partnership, will potentially have
representatives nominated to the company's post-emergence board of
directors.

The remaining 50.1% of the common equity of the reorganized
Federal-Mogul will be transferred to a section 524(g) trust to be
used to pay present and future asbestos personal injury claimants.
The 524(g) trust will be established upon confirmation of the
proposed Plan, along with a permanent channeling injunction that
will provide that existing and future asbestos claims are
channeled to the 524(g) trust.  Under the Plan, Federal-Mogul will
issue new common shares that will be publicly traded.  SEC
reporting requirements will remain in effect following the
recasting of the company's balance sheet upon emergence in order
to create liquidity for the new holders of the company's common
equity.  An initial lock-up period will apply to any trading of
the shares.  The 524(g) trust will initially have the right to
appoint three members to Federal-Mogul's board of directors (which
will provide them with considerable input but fall short of a
majority), while the holders of the stock issued on account of the
pre-petition noteholders claims will have the right to appoint the
remaining four members to Federal-Mogul's board.  The number of
board seats held by the 524(g) trust will be reduced if the 524(g)
trust monetizes its shares through equity sales.

The ratings reflect that Federal-Mogul's pro forma total
debt/EBITDAR leverage will remain in excess of 4.0x following
reorganization, and that projected cash interest coverage will be
moderate.  Moody's has concern that management's base case plan
assumptions are not sufficiently conservative, given their heavy
reliance upon the generation of significant productivity and
materials costs savings.  Substantial realization of more
favorable operating metrics would be critical to offsetting the
impact of future customer pricedowns and inflation.  However, the
rising commodity prices for steel and other metals, petroleum and
derivatives, and hydrocarbons will likely constrain the near-term
ability of Federal-Mogul to achieve consolidated purchasing
savings.  In order to achieve positive free cash flow performance
on a sustainable basis, Federal-Mogul is also pursuing another
round of plant consolidation and restructuring activities, which
are currently in the early stages of execution.

Despite Federal-Mogul's approximately $500 million pro forma cash
balance, Moody's rating evaluation did not focus on net debt when
evaluating leverage and did not give full credit for the cash when
evaluating liquidity.  The company generally maintains an
approximately $150 million base level of cash in order to operate
globally.  In addition, only about $50 million cash is located
domestically and about half of the company's total cash balance is
located in the United Kingdom (and unavailable to the company
pending resolution of issues with the T&N pension scheme, UK
asbestos claimants, and the administrators).

Federal-Mogul is currently operating under an interim CEO while
the company and its principal creditor constituencies conduct a
search for his replacement.  A well-known executive search firm
has been retained to conduct this search for a chief executive
possessing a global focus, a technology focus, and deep automotive
experience.  Moody's therefore has not been able to assess the
effectiveness of the complete management team and also cannot be
certain that key members of the company's existing management will
remain on board once a new CEO establishes himself.

The ratings and stable outlook more favorably reflect that
Federal-Mogul's capital structure will be significantly enhanced
upon emergence.  The company will benefit from a $2.1 billion
reduction in outstanding debt and will not face material scheduled
principal debt amortization requirements until 2011.  The
$500 million asset-based revolving credit will be undrawn and the
company will have nearly the full amount effectively available
under the borrowing base calculation.  Under the proposed Plan
Federal-Mogul will no longer face cash payouts related to asbestos
claims, which ultimately was the factor, which drove the company
into bankruptcy in 2001.  The company is also likely to benefit
from extended trade terms once the balance sheet is improved and
the bankruptcy court is no longer a factor for vendors.

Federal-Mogul benefits from significant critical mass and an
unusually diversified revenue base in terms of geographics,
customer list, product line depth, end markets served, and OEM
versus aftermarket business.  This diversity helps minimize the
degree of revenue volatility.  The aftermarket business accounts
for about 46.5% of both revenues and EBITDA and is not dependent
upon current OEM production levels.  This business benefits from
strong brand recognition and a greater ability to pass on
increasing materials costs to customers.  Non-Big 3 customers
contribute about 79% of OEM revenues, and no single customer
comprises more than 10% of consolidated revenues.  Federal-Mogul
did not lose any significant customers as a result of bankruptcy
and will book an estimated $245 million of net new business during
2004. Federal-Mogul has #1 or #2 market shares globally for about
90% of its sales, and is increasingly focused on core
competencies.  Several businesses that had been identified as non-
core were sold off as part of the bankruptcy process.  The company
additionally benefits from serving the heavy duty and industrial
markets in addition to the light vehicle market.

Federal-Mogul's series of acquisitions during the late 1990's have
been largely integrated at this point and a new financial
reporting system provides management with quick access to
performance around the world.  Management indicates that Federal-
Mogul was not starved of capital investment during bankruptcy, and
therefore does not face excessive spending to catch up post-
emergence.  The company is working to improve its fixed cost
structure over time by focusing on increased productivity and
movement of manufacturing operations to low-cost countries.

The SGL-2 speculative grade liquidity rating assignment indicates
that Federal-Mogul is expected to have good liquidity upon
emergence from bankruptcy.  The company's $500 million revolver
will be undrawn upon exit and is expected to be utilized only
marginally over the next 12 months.  Federal-Mogul should also
benefit from several days' extension to its trade terms. While the
company's cash flow performance could potentially fall short of
management's projections, the credit facilities are initially
subject to only one financial covenant, which will be established
with substantial cushion versus plan.  While the company has
significant cash balances, they are dispersed around the world.

Under the terms of the proposed US Plan and the channeling
injunction, the only cash payments which the asbestos claimants
would be entitled to post-reorganization would be any subsequent
asbestos-related payments under the company's existing insurance
policies.  While it is anticipated that Federal-Mogul's US and UK
companies will exit the US Chapter 11 bankruptcy simultaneously,
there is some potential that this could occur prior to the point
that administration proceedings are concluded within the UK.  Even
under those circumstances, however, the 524(g) protection for the
Federal-Mogul companies provided by the Plan would be made
effective prior to the completion of administration proceedings.
In the event that Federal-Mogul were to ever bid for assets of its
UK companies as part of a controlled realization, the Plan
provides that Federal-Mogul would receive 524(g) protection for
these acquired assets.  The Plan additionally provides that no
other purchaser of Federal Mogul's UK assets would be similarly
protected.  The Plan also provides that in any event Federal-Mogul
will directly or indirectly receive all distributions from the
controlled realization that are referable to asbestos claims that
have been channeled to the 524(g) trust, which are expected to be
a substantial allocation.

Negotiations regarding the underfunding of the UK pension scheme
are continuing.  Moody's believes that its rating assignments are
consistent with the proposed settlement terms, which are not yet
publicly disclosed or finalized.  Any material changes to the
current settlement proposal, which negatively affect the company's
projected cash flows or risk profile could potentially drive a
downward adjustment to Federal-Mogul's ratings.

The proposed guaranteed senior secured first-lien credit
facilities will be secured by first-priority liens on
substantially all assets of Federal-Mogul and each domestic
subsidiary, as well as by 100% of the voting stock of domestic
subsidiaries and no more than 66% of the voting stock of first-
tier foreign subsidiaries.  However, the lenders participating in
the exit revolver and term loan facilities will agree between
themselves how the proceeds from any sale upon foreclosure of the
collateral shall be applied.  Proceeds from the sale of any assets
other than fixed assets (most notably including receivables and
inventory) shall be applied first to the repayment in full of
obligations under the revolving credit, and then to repayment of
the term loan facility.  On the other hand, proceeds from the sale
of fixed assets shall be applied first to repayment in full of
obligations under the term loan, and then to repayment of the
revolving credit outstandings.  The revolving credit usage will
additionally be restricted by a borrowing base consisting of
eligible US receivables and inventory.  The company has an option
to add the Canadian assets to the collateral package in order to
further augment the domestic borrowing base calculation, which
approximates $490 million on a pro forma basis.  The strength of
asset coverage and the highly liquid nature of the underlying
collateral protecting the proposed revolving credit facility
(which is expected to be substantially undrawn) was the basis for
the two-notch differential in the Ba2 rating of the first-lien
revolver relative to the B1 rating of the first-lien term loan.
All of Federal-Mogul's direct and indirect domestic subsidiaries
will guarantee the obligations under the proposed credit
agreement, as will any future direct or indirect holding
companies.  Scheduled principal amortization will be 1% p.a. until
maturity, but excess cash flow recapture and other mandatory
prepayment provisions will apply.

While the intercreditor document terms have not yet been finalized
and are subject to change, it is expected that the following
general terms will apply to the proposed junior secured second-
lien tranche A term loan and junior secured PIK notes to be issued
on behalf of the pre-petition senior secured bank and surety bond
claims.  In the event that material changes are ultimately made to
these outlined terms, there could be an impact upon the relative
notching of Federal-Mogul's rated facilities:

The new $1.33 billion junior secured second-lien tranche A term
loan due approximately September 2011, which will refinance a
portion of the pre-petition facilities, is expected to be secured
by silent second liens that will be junior to the proposed exit
revolver and term loan.  This tranche is expected to be subject to
quarterly principal amortization, which starts off modestly but
steps up over time.  However, these payments would likely be
subject to standstill provisions in the event that the first-lien
obligations were to default.  Guarantees will be provided by the
same entities that support the first-lien obligations but on a
second-priority basis, and would be secured by a second priority
lien.

The new $306 million junior secured PIK note due December 2015
will refinance the remaining portion of the pre-petition credit
facilities.  This tranche is expected to be contractually
subordinated to the exit facilities and the second-lien tranche A
term loan.  It will likely be secured by third-priority liens and
also supported by third-priority guarantees that are subordinated
to the exit facilities and the second-lien tranche A term loan.  
Interest is expected to initially be paid semiannually in the form
of 2% cash, plus 8% through the issuance of additional notes.  
After the earlier of December 31, 2009 or the achievement of
certain financial targets, 7% cash interest will be payable
quarterly.  These notes will be prepayable at the company's option
at par, subject to restrictions within Federal-Mogul's other
agreements.

Future events that would be likely to have a negative impact on
Federal-Mogul's outlook or ratings could include:

   (1) declining revenues and operating margins resulting in
       negative free cash flow performance,

   (2) significantly rising commodity materials costs which the
       company is unable to pass on in the form of surcharges to
       customers,

   (3) more onerous price compression than projected, higher-than
       expected usage of the revolving credit facility,

   (4) declining overall liquidity,

   (5) more limited ongoing asbestos protection from the 524(g)
       trust than anticipated, or

   (6) unsatisfactory resolution of the UK pension scheme
       underfunding issues.

Future events that could have positive rating implications for
Federal-Mogul include:

   (1) substantial value-added new business awards,

   (2) increased penetration of the domestic transplants,

   (3) realization of the company's projected productivity and
       margin improvement,

   (4) successful execution of the next wave of plant
       consolidation and restructuring, or

   (5) debt reduction ahead of plan.

Pro forma for the proposed terms of Federal-Mogul's reorganization
out of bankruptcy assumed as of December 31, 2004, the company's
total debt/EBITDAR leverage will approximate 4.3x, including the
present value of operating leases and letters of credit as debt.
Pro forma EBIT coverage of cash interest under management's base
case plan for the full year of 2005 approximates 2.5x, but Moody's
believes that there is potential for Federal-Mogul's performance
to fall short of estimates.

Federal-Mogul, headquartered in Southfield, Michigan, is a leading
global supplier of vehicular parts, components, modules, and
systems to customers in the automotive, small engine heavy-duty,
and industrial markets.  The company's four operating segments
are: Powertrain Systems, Friction, Sealing Systems and Systems
Protection, and Aftermarket.  Annual revenues approximate
$5.9 billion.


FOOTSTAR INC: Has Until Plan Confirmation to Make Lease Decisions
-----------------------------------------------------------------     
The Honorable Adlai S. Hardin Jr., of the U.S. Bankruptcy Court
for the Southern District of New York extended, until the date on
which a plan of reorganization is confirmed, the period within
which Footstar, Inc., and its debtor-affiliates, can elect to
assume, assume and assign, or reject their unexpired
nonresidential real property leases.

Footstar reminds the Court that it has, until Nov. 12, 2004, the
exclusive right to file a chapter 11 plan, and until Jan. 13,
2005, to solicit acceptance of that plan from creditors.  

The Debtors relate that they are parties to 21 unexpired leases at
this time.  During its chapter 11 cases so far, Footstar has
assumed and assigned 400 leases, rejected leases at over 130
locations, and entering into lease termination agreements with
respect to other leases.

The Debtors explain that they are in the process of reexamining
their business strategies and developing an overall business plan
for their emergence from chapter 11.  They add that the extension
will give them more time to continue to review the importance of
each of the remaining leases in relation to their finalization of
a restructuring plan to be submitted to the Court for
confirmation.

The Debtors assure Judge Hardin that the extension will not
prejudice the counterparties and lessors to the remaining leases,
as they have remained current on all postpetition obligations in
compliance with section 365(d)(3) of the Bankruptcy Code. They add
that the extension will not prejudice the ability of the lessors
to request the Court to establish an earlier date by which the
Debtors must assume or reject their leases.

Headquartered in West Nyack, New York, Footstar Inc., retails  
family and athletic footwear. As of August 28, 2004, the Company  
operated 2,373 Meldisco licensed footwear departments nationwide  
in Kmart, Rite Aid and Federated Department Stores. The Company  
also distributes its own Thom McAn brand of quality leather  
footwear through Kmart, Wal-Mart and Shoe Zone stores.  

The Company and its debtor-affiliates filed for chapter 11  
protection on March 3, 2004 (Bankr. S.D.N.Y. Case No. 04-22350).  
Paul M. Basta, Esq., at Weil Gotshal & Manges represents the  
Debtors in their restructuring efforts. When the Debtor filed for  
protection, it listed $762,500,000 in total assets and
$302,200,000 in total debts.


FRANK'S NURSERY: Look for Bankruptcy Schedules by Nov. 8
--------------------------------------------------------            
The U.S. Bankruptcy Court for the Southern District of New York
gave Frank's Nursery & Crafts, Inc., more time to file it
schedules of assets and liabilities, statements of financial
affairs, and lists of executory contracts and unexpired leases.
The Debtor has until November 8, 2004, to file those documents.  

The Debtor tells the court that the extension will give it more
time to:

    a) finish the process of closing its books and records as of
       the Petition Date in order to compile all the required
       information about the Debtor's

          (i) tens of millions of dollars of debt arising under
              its secured credit facilities,

         (ii) creditors and other parties-in-interest,

        (iii) 169 owned and leased properties,

         (iv) numerous bank accounts and substantial relations
              with parties throughout the U.S., and

          (v) executory contracts;

    b) review its records to determine outstanding liabilities to
       each individual creditor as of the Petition Date;

    c) identify all potential claimants to whom a claims bar date
       notice must be sent; and

    d) identify all payments that were made to creditors within
       the 90 day period prior to filing of the bankruptcy
       petition.

Frank's Nursery and its parent company, FNC Holdings, Inc.,  
voluntary chapter 11 petitions in the U.S. Bankruptcy Court  
for the District of Maryland on February 19, 2001.  The companies  
emerged under a confirmed chapter 11 plan in May 2002.  Frank's  
Nursery filed another chapter 11 petition on September 8, 2004  
(Bankr. S.D.N.Y. Case No. 04-15826).  Allan B. Hyman, Esq., at
Proskauer Rose LLP, represents the Debtor in its chapter 22
liquidation.  In the company's second bankruptcy filing, it listed
$123,829,000 in total assets and $140,460,000 in total debts.


GAP INC: Fitch Revises Outlook on Low-B Rated Debt to Positive
--------------------------------------------------------------
Fitch Ratings has affirmed the ratings on The Gap Inc.'s senior
unsecured notes at 'BB+' and revised the Rating Outlook to
Positive from Stable.  Approximately $2.3 billion of debt is
affected.

The Positive Outlook recognizes the company's success at improving
its merchandise mix and store base efficiencies, which have led to
a further strengthening of its operating performance and
significant debt reduction.

The rating considers Gap's strong brand name and consumer
awareness, improved operating results, and significant cash flow
generation.  Also considered is the challenge of sustaining sales
growth in the highly competitive specialty apparel retail sector.

Gap has been successful in improving its store merchandise across
its three banners, Gap, Old Navy, and Banana Republic, through
better product assortment, channel differentiation, and lower
promotional activity.  As a result, Gap's revenues have improved
12.1% to $16.2 billion since 2002, while its store base has shrunk
by 3.8% to 2,999, over the same period.  In addition, operating
profitability has improved, with EBITDAR margin of 22.9% for the
latest twelve months ended July 31, 2004, up from 19.2% in 2002.  
Increased operating profit combined with working capital benefits
from the company's strengthened inventory management practices
have resulted in strong cash flow generation.

Gap's cash flow generation has allowed it to significantly reduce
its debt balances by $1.1 billion since May 2003 to $2.3 billion
as of July 31, 2004.  As a result of lower debt levels and
improved operating results, credit measures have strengthened.  
Total adjusted debt to EBITDAR was 2.8 times (x) in the 12 months
ended July 31, 2004, down from 4.0x in 2002, and EBITDAR coverage
of interest and rents increased to 3.1x from 2.3x, over the same
period.

Despite this improvement, Fitch remains concerned about Gap's
recent negative same store sales trends, particularly going into
the important holiday shopping season.  Same store sales growth
has slowed in recent months, posting declines at Gap, both
domestic and international, and at Old Navy.  Most notably, Gap
International has posted 10 consecutive months of same store sales
declines.  Fitch will continue to monitor Gap's sales trends
during the upcoming holiday season, as well as the probability
that the $1.38 billion 5.75% notes will be converted into equity
on their first call date in March 2005.

This rating was initiated by Fitch as a service to users of Fitch
Ratings.  The rating is based primarily on public information.


GEMSTAR-TV: Auditors Agree to Pay $10 Mil. to Harmed Shareholders
-----------------------------------------------------------------
The Securities and Exchange Commission sanctioned KPMG LLP, the
national accounting firm based in New York City, two former KPMG
partners, and a current partner and senior manager for engaging in
improper professional conduct as auditors for Gemstar-TV Guide
International, Inc. KPMG and the auditors agreed to settle the
action without admitting or denying the SEC's findings. As part of
the settlement, KPMG was censured and agreed to pay $10 million to
harmed Gemstar shareholders. This represents the largest payment
ever made by an accounting firm in an SEC action. The auditors,
all of whom are certified public accountants, agreed to
suspensions from practicing before the SEC.

The SEC's administrative order finds that from September 1999
through March 2002, the respondents' conduct resulted in repeated
audit failures in connection with KPMG's audits of Gemstar's
financial statements. The order also finds that the respondents
reasonably should have known that Gemstar improperly recognized
and reported in its public filings material amounts of licensing
and advertising revenue. Gemstar, based in Hollywood, Calif.,
publishes TV Guide magazine and licenses and sells advertising on
an interactive program guide for television that enables consumers
to navigate through and select television programs.

Stephen M. Cutler, the SEC's Director of Enforcement, said, "Our
action today holds KPMG as a firm accountable for the audit
failures of its partners. The sanctions in this case should
reinforce the message that accounting firms must assume
responsibility for ensuring that individual auditors properly
discharge their special and critical gatekeeping duties."

Randall R. Lee, Regional Director of the SEC's Pacific Regional
Office, said, "This case illustrates the dangers of auditors who
rely excessively on the honesty of management. KPMG's auditors
repeatedly relied on Gemstar management's representations even
when those representations were contradicted by their audit work.
The auditors thus failed to abide by one of the core principles of
public accounting -- to exercise professional skepticism and
care."

In addition to KPMG, the order names as respondents Bryan E.
Palbaum, 41, of Encino, Calif., a former KPMG partner; John M.
Wong, 43, of Huntington Beach, Calif., also a former partner;
Kenneth B. Janeski, 55, of Tarzana, Calif., a partner in KPMG's
Los Angeles office; and David A. Hori, 35, of Scottsdale, Ariz., a
manager in KPMG's Phoenix office.

The settlement provides that Mr. Palbaum, Mr. Wong, Mr. Janeski,
and Mr. Hori are denied the privilege of appearing or practicing
before the SEC, with the right to reapply after periods of three
years (Palbaum), one year (Wong and Janeski), and eighteen months
(Hori).

The SEC's order finds that the audit failures on the part of KPMG
and its auditors involved both licensing and advertising revenue
and included the following.

IPG Licensing Revenue

During the relevant period, Gemstar recognized material amounts of
licensing revenue, involving, among other entities, Scientific-
Atlanta, Inc. ($113.5 million in revenue), America Online, Inc.
($23.5 million), and Time Warner Cable ($18.1 million). KPMG and
its auditors knew that Gemstar was recognizing material amounts of
IPG licensing revenues from Scientific-Atlanta and TWC even though
Gemstar did not have a contract with the purported licensee;
Gemstar had not received any of the recognized revenue; and
Gemstar's receipt of the revenue was contingent on Gemstar's
negotiating a contract with, or settling or prevailing in
litigation against, the purported licensee. KPMG and its auditors
also knew that Gemstar was recognizing additional material amounts
of IPG licensing revenue from AOL over a 12-month period even
though the contract had an eight-year term and Gemstar had not
produced sufficient evidence to support its recognition of the
revenue over 12 months. Gemstar ultimately reversed the improperly
recognized revenue.

IPG Advertising Revenue

During the relevant period, Gemstar recognized material amounts of
IPG advertising revenue, involving, among other advertisers,
Fantasy Sports, Inc. ($20 million in revenue), Motorola, Inc.
($17.5 million), and Tribune Company ($17 million). KPMG and its
auditors knew or reasonably should have known that Gemstar was
improperly recognizing IPG advertising revenue. They knew that
Gemstar was recognizing material amounts of IPG advertising
revenue from certain transactions even though Gemstar had provided
insufficient evidence of the IPG advertising's fair value as
required by generally accepted accounting principles (GAAP).
Gemstar ultimately reversed the improperly recognized revenue.

The order also finds that KPMG and its auditors knew or reasonably
should have known that Gemstar's disclosure in its public filings
regarding the IPG licensing and advertising revenue did not comply
with GAAP and/or was inconsistent with its accounting for the
revenue and the transactions.

Despite these indications of Gemstar's improper accounting and
disclosure, the respondents issued unqualified audit reports
representing that KPMG had conducted its audits in accordance with
generally accepted auditing standards (GAAS) and that Gemstar's
financial statements fairly presented its financial results in
conformity with GAAP. In reaching these conclusions, the auditors
unreasonably relied on representations by Gemstar's management and
its inside or outside legal counsel or decided that the
unsupported revenues were immaterial to Gemstar's financial
statements. The auditors' reliance on these representations was
unreasonable because the representations were contradicted by
other evidence and contained qualifications that called into
question their reliability. The auditors' materiality
determinations were unreasonable in that they were based on a
quantitative analysis and failed to consider whether the revenues
at issue were qualitatively material.

In addition, the order finds that in mid-August 2002, as part of
Gemstar's audit committee's investigation into potential
restatements of Gemstar's financial statements, certain
information came to light that the local engagement team did not
convey to KPMG's national office. This information included
evidence indicating that senior Gemstar management may have been
involved in an intentional misreporting of IPG advertising revenue
and that Gemstar did not have sufficient evidence to recognize
other IPG advertising revenue. KPMG did not have a policy that
required that a local engagement team consult with the national
office on all new significant issues that had come to the local
engagement team's attention. Such a consultation should have led
KPMG to consider the additional evidence that came to light during
the audit committee's investigation and could have led KPMG to a
more prompt decision to withdraw its previously issued audit
report on Gemstar's 2001 financial statements. KPMG did not take
that step until Nov. 22, 2002.

In addition to the censure and the $10 million payment by KPMG,
the firm has agreed to conduct training for its partners and
managers on qualitative materiality, accounting for multi-element
transactions, and consideration of appropriate disclosure related
to complex accounting issues. KPMG will also adopt a policy that
requires more effective consultation between audit engagement
teams and its national office in connection with possible
financial statement restatements.

The SEC has a pending lawsuit in federal court in Los Angeles
against four former executives of Gemstar -- Henry C. Yuen, its
former CEO; Elsie M. Leung, its former CFO; Jonathan B. Orlick,
its former general counsel; and Craig Waggy, the former CFO of TV
Guide. The trial of this matter is scheduled to begin on Jan. 18,
2005. On June 30, 2004, the court entered a judgment against
Gemstar as part of a settlement in which the company agreed to pay
a $10 million civil penalty to be distributed to harmed
shareholders pursuant to Section 308 of the Sarbanes-Oxley Act. On
Aug. 10, 2004, Peter C. Boylan, a former Gemstar co-president,
settled the SEC's action against him by agreeing to the entry of a
judgment and to the payment of $600,000 in disgorgement and
penalties.

                        About the Company

Gemstar-TV Guide International, Inc., (S&P, BB- Corporate Credit
Rating, Stable Outlook) is a leading media and technology company
that develops, licenses, markets and distributes technologies,
products and services targeted at the television guidance and home
entertainment needs of consumers worldwide. The Company's
businesses include: television media and publishing properties;
interactive program guide services and products; and technology
and intellectual property licensing. Additional information about
the Company can be found at http://www.gemstartvguide.com/


GENERAL GROWTH: S&P Assigns 'BB+' Rating to $9.75 Bil. Facilities
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' bank loan
rating to a $9.75 billion three-tranche term loan and revolving
credit facility (the credit facilities) to finance General Growth
Properties Inc.'s merger with The Rouse Co.  Additionally, this
rating is placed on CreditWatch with negative implications, where
the corporate credit rating assigned to General Growth was placed
pending the successful completion of the recently announced merger
with The Rouse Co.  The bank facility is currently being
syndicated and is expected to close on or around Nov. 12, 2004,
which follows the Nov. 9, 2004 Rouse shareholder vote.  The
borrowers under the credit facilities are General Growth
Properties Inc., GGP Limited Partnership, and GGPLP LLC.

"The bank loan rating reflects General Growth's materially
enhanced market position upon completion of the merger, the
addition of Rouse's high quality and very stable mall assets, a
broadened geographic platform, and material bank loan amortization
beginning in 2006, which the company should be able to meet
through a combination of sources," said Standard & Poor's credit
analyst Jeanne Sarda.  "These strengths are tempered by the very
aggressive financing to be employed in this transaction and a
preponderance of mortgage debt within the capital structure, as
well as the risks related to integrating the Rouse platform while
successfully refinancing a large amount of debt in a potentially
rising interest rate environment."

Despite the longer-term benefits of the transaction to the
company's mall business and the addition of the highly profitable
community development business, General Growth's credit measures
will decline in the near-to-medium term as a result of the highly
leveraged nature of the transaction.  Ratings will remain on
CreditWatch pending completion of the merger.  The ratings would
be lowered if expected refinancings prove more costly and time
consuming, and/or if an integration stumble or weakened market
conditions result in eroded value for either the acquired
(fully-priced) Rouse assets or General Growth's existing business.


GENOIL INC: Issuing 1 Million Shares in Proposed Debt Settlement
----------------------------------------------------------------
Genoil Inc. (TSX Venture: GNO) will issue up to 1,031,336 common
shares at a deemed price of $0.26 per share to conclude definitive
shares for debt settlement agreements with approximately six
creditors, including to a related party for prior cash advances
and to Genoil's directors for unpaid compensation. The total
amount of indebtedness that is proposed to be settled is
approximately $268,147.30. All creditors have agreed to eliminate
these debts in consideration of common shares of Genoil valued at
$0.26.

Genoil is a technology development company providing solutions to
the oil and gas industry through the use of proprietary
technologies. Genoil's shares are listed on the TSX Venture
Exchange under the symbol GNO.

The proposed issue of shares remains subject to Genoil receiving
regulatory approval from the TSXV.

                          *     *     *

                       Going Concern Doubt

The Corporation has not achieved commercial operations from its
various patents and technology rights and continues to incur
losses. At March 31, 2004, the Company has a working capital
deficiency of $3,044,177, including a note payable due in January
2005. The future of the Corporation is dependent upon its ability
to maintain the continued financial support of the note holder,
and obtain additional financing to fund the development of
commercial operations. These consolidated financial statements are
prepared on the basis that the Corporation will continue to
operate throughout the next fiscal period to March 31, 2005 as a
going concern. A failure to continue as a going concern would then
require that stated amounts of assets and liabilities be reflected
on a liquidation basis, which would differ from the going concern
basis.


GRUPO IUSACELL: Third Quarter Net Loss Narrows to Ps$288 Million
----------------------------------------------------------------
Grupo Iusacell, S.A. de C.V. (NYSE: CEL) (BMV: CEL) reported
results for the third quarter of 2004 (in Mexican Pesos).

A 17% increase in revenues, combined with lower operating
expenses, allowed an increase in operating income before
depreciation and amortization of Ps$179 million, representing
13.7% of total revenues, reversing the negative operating income
before depreciation and amortization of Ps$414 million obtained in
the same period last year.

Costs and Expenses

Total costs and operating expenses decreased by 26% and 28% to
Ps$712 million and Ps$416 million, respectively, compared to
Ps$956 million and Ps$575 million for the same quarter last year.
The decrease in costs is mainly due to less acquisitions of
terminals, and the decrease in expenses is primarily the result of
strict budgetary controls.

Operating income before depreciation and amortization and Net
Profit

The Company reported positive net operating income before
depreciation and amortization of Ps$179 million in comparison with
negative operating income before depreciation and amortization of
Ps$414 million for the third quarter of 2003. Net loss for the
quarter fell to Ps$288 million compared to net loss of Ps$2,631
million during the same period last year.

CAPEX: Investments during the quarter were in the order of US$12
million, and went mainly toward expanding the coverage and
capacity of the Iusacell 3-G network.

                          Recent Events

Launch of Push to Talk (PTT) in Region 8

Iusacell once again was at the forefront of communications
services during the third quarter of this year, reinforcing its
commitment to its clients by launching its RADIO PLUS service,
better known as Push to Talk, or PTT, in the cities of Cancun and
Merida. This new form of communications provides immediate,
unlimited connections to all areas of Iusacell coverage under the
radio modality, giving the user the ability to communicate
directly with up to five people at a time at the touch of a
button, and with no long distance or roaming charges. This service
will soon be launched nationwide.

Inks Pact with Lucent to Expand 3G Network

In September 2004, Iusacell announced an agreement with Lucent
Technologies, for the expansion of its third generation network,
3G CDMA. This extension of coverage and capacity will allow
Iusacell to support an increase in traffic on its network,
stemming from future growth of its subscriber base as well as an
increase in data transmission generated by the introduction of its
new high-speed "3-G Iusacell" services.

Extraordinary Meeting of Shareholders

On Sept. 23, 2004, the Company held an extraordinary shareholders'
meeting, during which:

    (i) the stock purchase plan for executive employees, approved
        by the Shareholders' Meeting on Dec. 18, 1996, was
        cancelled and terminated;

   (ii) the creation of an option plan for corporate executives
        was approved; and

  (iii) an increase in the capital stock of the company by means
        of an issuance of up to 6,517,086 shares was approved.

Towers sale and-lease-back

During the third quarter of 2004, the Company sold and leased back
22 towers to MATC for approximately Ps$47 million. This amount was
completely reinvested in the operation of the Company.

Debt restructuring

The Company continues to negotiate with several creditors in an
attempt to reach an integral restructuring agreement in the
shortest time possible.

                          About Iusacell

Grupo Iusacell, S.A. de C.V. (Iusacell, NYSE and BMV: CEL) is a
wireless cellular and PCS service provider in Mexico encompassing
a total of approximately 92 million POPs, representing
approximately 90% of the country's total population.

Independent of the negotiations towards the restructuring of its
debt, Iusacell reinforces its commitment with customers, employees
and suppliers and guarantees the highest quality standards in its
daily operations, offering more and better voice communication and
data services through state-of-the-art technology, such as its new
3G network, throughout all of the regions in which it operates.

                          *     *     *

As reported in the Troubled Company Reporter on June 16, 2004,
Grupo Iusacell, S.A. de C.V. (NYSE: CEL) (BMV: CEL) informed on
June 11 that, in line with its disclosure in its annual reports
for fiscal year 2002 filed in June 2003 with the Mexican Stock
Exchange and the New York Stock Exchange (20-F), and in accordance
with the terms of the US$266 million Amended and Restated
Syndicated Credit Agreement (Syndicated Loan) dated March 29, 2001
entered into by its principal subsidiary, Grupo Iusacell Celular,
S.A. de C.V., the maturity date for the total principal amount
under this credit was to be accelerated to March 31, 2004 in the
event that Grupo Iusacell Celular was unable to refinance by such
date its US$150 million 10% senior notes due 2004.

Grupo Iusacell Celular has not reached any agreement with the
holders of its senior notes.

Nonetheless, the company continues to work on the process of
restructuring its indebtedness.


GUNNISON CENTER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Gunnison Center Apartments, LP
        591 Redwood Highway, Suite 5280
        Mill Valley, California 94941

Bankruptcy Case No.: 04-33079

Chapter 11 Petition Date: October 21, 2004

Court: District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Garry R. Appel, Esq.
                  Appel & Lucas, P.C.
                  1917 Market Street, Suite A
                  Denver, Colorado 80202
                  Tel: (303)297-9800

Total Assets: $4,954,787

Total Debts:  $6,073,374

Debtor's 20 largest unsecured creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
R Homes Corporation           Capital Call Deposit       $29,000

Shugart, Thompson & Kilroy    Attorney Fees              $18,538

Petrie, Bauer, Vriesman and   Attorney Fees              $14,401
Hecht, LLP

PTF Holdings, LLC             Capital Call Deposit        $7,500

Lehman, Butterwick and        October & December 2001     $2,891
Company, PC                   Final Tax Credit
                              Application for
                              Tenderfoot Apt., LP

Adelphia                      April to July 2002 Cable    $2,604

City of Gunnison              Electric & Water for        $2,493
                              August 6 to September 8

James R. Biber MAI            September 2001              $2,300
                              Appraisal

Standard & Poor's             Analytical Services         $1,500
2542 Collection

Cyclone Kleen Up              July 2002 Carpet Cleaning   $1,400
Corporation

Homestore.com                 October to December 2001    $1,347
Apartment and Rentals

White, Goss, Bowers, March    Legal Fees                  $1,100

Chere Kossick                 Security Deposit 4301         $900

Waste Management of           Trash Pickup                  $842
Colorado

Charles Boyd                  Security Deposit 3202         $750
John Southerland
Bryan Blackmerc

Garrett Owens, Geoff Oros &    Security Deposit 2101        $750
Jonathan Larason

Scott & Nikol Johnson         Security Deposit 2203         $750

Ben Gorrell & Andy Peterman   Security Deposit 4204         $675

Steven Slagel                 Security Deposit 5104         $600

Daniel Torgerson              Security Deposit 1202         $550


ICG COMMS: Sells Customers & Certain California Assets to Mpower
----------------------------------------------------------------
ICG Communications, Inc., signed a definitive agreement for the
sale of ICG customers and certain network operating assets in
California to Mpower Holding Corporation (Amex: MPE).

Under the terms of the sale, Mpower will issue 10,740,030 shares
of Mpower Holding Corporation common stock and 2,000,000 warrants
with a strike price of $1.383 to ICG.  Additionally, Mpower will
assume certain ICG leases in California, including long-term fiber
capital leases.  The transaction is expected to close by the end
of this year, subject to regulatory approval.

"ICG's customers will benefit from this transaction," said Dan
Caruso, president and chief executive officer of ICG.  "As a
result of the combination of ICG's California business with
Mpower's business, ICG's California customers will be served by a
supplier that is strong financially, has an extensive California
network, and offers a broad range of Internet, data, and voice
services.  Likewise, customers in ICG's remaining markets benefit
from having a financially strong and geographically-focused
service provider."

Under the terms of the Agreement, Mpower will immediately assume
management control of ICG's retail and wholesale California
customer base and network assets.  Until the transaction closes,
ICG and Mpower will jointly serve the California customers to
preserve high levels of customer service and support and to ensure
a seamless transition for customers and vendors.

"The decision to sell our California market is consistent with our
strategy to focus on our core regional assets and VoIP services,"
added Caruso.  "As part of the transaction, Mpower will sell QoS-
based IP Centrex services through ICG's industry-leading
VoicePipe(TM) product.  ICG will continue to operate the VoicePipe
platform and will support both Mpower and ICG's remaining CLEC
properties."

                  About Mpower Holding Corporation

Mpower Holding Corporation (Amex: MPE) is the parent company of
Mpower Communications, a leading facilities-based broadband
communications provider offering a full range of data, telephony,
Internet access and Web hosting services for small and medium-size
business customers.  Mpower Holding Corporation and its subsidiary
Mpower Communications Corp., emerged from a chapter 11
restructuring in August 2002 (Bankr. D. Del. Case No. 02-_____).  
Douglas P. Bartner, Esq., and Jonathan F. Linker, Esq., at
Shearman & Sterling represented Mpower in that 100-day prepackaged
proceeding.  Further information about the company can be found at
http://www.mpowercom.com/  

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

                          *     *     *

                       Going Concern Doubt

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

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


ICON HEALTH: Moody's Reviewing Single-B Ratings & May Downgrade
---------------------------------------------------------------
Moody's placed the ratings of ICON Health & Fitness, Inc. on
review for possible downgrade due to the company's weak recent
financial performance, as reflected by steep declines in gross and
operating margins, declining free cash flows from operations and
an increase in debt levels.

Moody's placed these ratings on review for possible downgrade:

   * $155 million 11.25% senior subordinated notes, due 2012,
     rated B3;

   * Senior Implied, rated B1;

   * Senior Unsecured Issuer, rated B2.

Moody's review for possible downgrade will focus on whether the
company can improve on its recent weak financial performance
despite a number of significant challenges.  Gross margins were
about 24% for the six months ended August 28, 2004, down from over
32% in the comparable 2003 period.  Free cash flow used in
operations was ($35.1) million for the six months ended
August 28, 2004, compared to $7.3 million provided by operations
in the comparable 2003 period.

Debt levels have increased to $344.6 million at August 28, 2004
from $297.5 million at August 30, 2003.  Rising raw material
prices, weakness in the direct to consumer sector, significant
capital expenditure requirements and a difficult pricing
environment have contributed to the company's performance.

ICON's results are highly seasonal with the bulk of the company's
sales occurring from late fall through February.  Moody's review
will focus on whether management's initiatives to improve
performance will succeed in driving stronger sales, margins and
free cash flows during the company's busy selling season.  Moody's
will consider the extent to which the company can pass on recent
raw material price increases to its customers, the strength of new
product offerings particularly in the direct to consumer sector,
and the company's ability to reduce production costs.

Moody's will also evaluate the potential benefits and challenges
arising from the company's plans to transition certain
manufacturing operations to a new facility in China in the 2005
fiscal year.  ICON recently announced that it will discontinue the
manufacturing, marketing and distribution of trampolines.  Moody's
will also consider the possible benefits to the company from
exiting the trampoline market, including improved margins and
lower working capital requirements.

On October 11, 2004, ICON amended its credit agreement to increase
the amount of availability to $275 million from $210 million.  
Upon completion of Moody's analysis of the company's enterprise
value and expected recovery rates, the senior subordinated notes
may be notched two or more levels below the senior unsecured
issuer rating.

ICON Health & Fitness Inc., based in Logan, Utah, is one of the
largest manufacturers and marketers of home fitness equipment in
the United States.  Revenue for the fiscal year ended May 31, 2004
was approximately $1.1 billion.


IMC GLOBAL: Forms Mosaic Company from IMC & Cargill Combination
---------------------------------------------------------------
IMC Global Inc. (NYSE: IGL) and the Crop Nutrition division of
Cargill, Incorporated, joined their businesses to form a new
company, called The Mosaic Company (NYSE: MOS), following
Thursday's successful closing of the combination transaction.

Beginning on Oct. 25, 2004, Mosaic's common stock will trade on
the New York Stock Exchange under the symbol MOS.

IMC common shareholders approved the combination at a special
meeting held Oct. 20, 2004.  The proposed combination was
announced on Jan. 27, 2004.

                    About The Mosaic Company
  
The Mosaic Company is one of the world's leading producers and
marketers of concentrated phosphate and potash crop nutrients.  
For the global agriculture industry, Mosaic is a single source for
phosphates, potash, nitrogen fertilizers and feed ingredients.  
Mosaic was formed through the 2004 combination of IMC Global,
Inc., and Cargill Crop Nutrition, a unit of Cargill, Incorporated.  
Based in Minneapolis, Minnesota, Mosaic serves customers in 50
countries through phosphate production facilities in Florida,
Louisiana and the growth markets of Brazil and China; potash
production facilities in New Mexico, Michigan and Saskatchewan,
Canada; a joint venture interest in the Saskferco Products, Inc.,
nitrogen production facility, and; distribution and customer
service operations in 15 countries.  Mosaic's consolidated annual
revenues exceed $4.5 billion and its common stock is listed on the
New York Stock Exchange under the symbol MOS.  The company's
website is http://www.mosaicco.com/

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 18, 2004, the
ratings of IMC Global Inc. (B1 senior implied) and Phosphate
Resource Partners (Caa1 senior unsecured) remain on review for
possible upgrade. The review was prompted by the announcement in
January of 2004 that IMC and Cargill Crop Nutrition, a wholly
owned business unit of Cargill, Incorporated (A2 senior unsecured,
stable outlook) had reached an agreement to merge. The combined
company, to be called The Mosaic Company, will remain a public
entity, owned approximately 66.5% by Cargill and 33.5% by existing
IMC shareholders.

As reported in the Troubled Company Reporter on Oct. 04, 2004,
Fitch Ratings assigned prospective credit ratings to debt at IMC
Global, Inc., and The Mosaic Company. IMC Global's ratings are
currently on Rating Watch Positive pending the completion of the
merger with Cargill Crop Nutrition.

On a prospective basis, IMC's public debt would be upgraded:

   -- Senior unsecured debt (without subsidiary guarantees) to
      'BB-' from 'B';

   -- Senior unsecured debt (with subsidiary guarantees) to
      'BB' from 'B+';

   -- Senior secured bonds (related to Phosphate Resource
      Partners LP) to 'BB-' from 'B';

   -- Mandatory convertible preferred securities to 'B' from
      'CCC+'.


IMCO RECYCLING: Moody's Places B3 Rating on $125 Mil. Senior Notes
------------------------------------------------------------------
Moody's Investors Service upgraded certain debt ratings of IMCO
Recycling, (senior implied to B1 from B2).  In a related action,
Moody's assigned a B3 rating to IMCO Escrow Recycling Inc's
$125 million senior notes due 2014.  The rating outlook is stable.  
This concludes Moody's review of IMCO Recycling.

The upgrade assumes that the merger between IMCO and Commonwealth
Industries will close as contemplated and reflects the
strengthened business platform, improved competitive position, and
greater customer diversity that the combined companies will enjoy.  
At the same time, the rating considers the relatively highly
leveraged position of the combined companies and the continued
competitive nature of the markets in which the combined companies
will compete, particularly aluminum sheet.  Pro-forma for the
transaction, Moody's estimates debt of approximately $447 million
to represent roughly 4.8x EBITDA (adjusted for the sale of Alflex)
on an LTM basis for the period ending June 30, 2004.

In conjunction with the proposed merger of Commonwealth Industries
with an indirect, wholly owned subsidiary of IMCO Recycling, IMCO
proposes to issue $125 million in guaranteed senior unsecured
notes, initially through IMCO Recycling Escrow Corp.  Until such
time as the merger is completed, proceeds from the issue will be
deposited in an escrow account in order to redeem the issue should
the merger not occur.  Upon consummation of the merger, IMCO
Recycling will assume all obligations of Escrow Corp. under the
note indenture.

The B3 rating on the $125 million guaranteed senior unsecured note
to be issued by IMCO Recycling Escrow Corp. reflects the position
this issue will hold in the capital structure as contemplated post
merger and anticipates that the merger transaction will close as
contemplated and as advised to Moody's.  IMCO intends to initially
issue the notes into an escrow account, with the obligations
related to the note to be assumed by IMCO Recycling upon the
completion of the merger with Commonwealth Industries and the
merger of Escrow Corp with and into IMCO Recycling, all of which
is to occur simultaneously.  Proceeds, together with borrowings
under a new bank credit facility will be used to refinance
existing debt at IMCO and Commonwealth.  The notes will be
guaranteed by all wholly owned restricted domestic subsidiaries of
IMCO, which post closing of the merger will include Commonwealth.  
The notes will rank behind the $325 million amended and restated
bank facility.  The bank facility will be secured by receivables,
inventory, and proceeds there from together with other designated
assets, by a pledge of the stock of domestic subsidiaries and 65%
of the stock of foreign subsidiaries and will be guaranteed by all
IMCO wholly owned restricted domestic subsidiaries and future
restricted subsidiaries.  The notes will also be structurally
subordinate to the existing $210 million IMCO notes due 2010,
which are secured by IMCO's domestic plant, property and equipment
and also guaranteed by IMCO's wholly owned restricted domestic
subsidiaries and future restricted subsidiaries (which would
include Commonwealth post merger).  Upon completion of the merger,
the only significant unencumbered assets will be Commonwealth's
plant, property and equipment, which had a net book value of
$120 million at June 30, 2004.

The stable outlook reflects Moody's expectations that performance
will improve in line with the better fundamentals in the aluminum
industry, higher selling prices, and the expiration of contracts
at Commonwealth that have negatively impacted its profitability.
The outlook also considers IMCO's strong position in the aluminum
and zinc recycling industry and the expected improvement in
margins as productivity continues to strengthen and focus on cost
management and cost reduction continues.

Ratings upgraded are:

   -- IMCO Recycling

      * Senior Implied to B1 from B2, Senior secured guaranteed
        $210 million notes due 2010 to B2 from B3

Ratings confirmed are:

   -- IMCO Recycling

      * Caa1 Issuer Rating

Ratings assigned are:

   -- IMCO Recycling Escrow Corp

      * B3 $125 million guaranteed senior unsecured notes due 2014

Moody's notes that these securities will be sold in privately
negotiated transactions without registration under the Securities
Act of 1933 under circumstances reasonably designed to preclude a
distribution thereof in violation of the Act.

Headquartered in Irving Texas, IMCO Recycling had revenues of
$892 million in 2003.


IMCO RECYCLING: S&P Puts B- Rating on Planned $125M Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on IMCO
Recycling Escrow Inc.'s (a wholly owned subsidiary of IMCO
Recycling Inc.) proposed $125 million senior notes due 2014 to
'B-' from 'CCC+' and removed it from CreditWatch.

At the same time, all existing ratings on IMCO Recycling Inc.
remain on CreditWatch with positive implications, where they were
placed June 17, 2004, following the announcement that IMCO and
Commonwealth Industries Inc. had signed a definitive merger
agreement.  The transaction is structured as an all-stock deal.

"The rating upgrade on the notes reflects their enhanced position,
as cash proceeds from the sale of the notes will be held as
collateral in escrow until the merger with Commonwealth is
completed or must be repaid to investors should the merger be
unsuccessful," said Standard & Poor's credit analyst Paul Vastola.  
IMCO Recycling will assume the obligations of IMCO Recycling
Escrow and use the cash to complete the merger transaction, which
is expected to close in the fourth quarter of 2004 and is subject
to customary closing conditions.

Upon completion of the merger, Standard & Poor's will raise IMCO's
corporate credit rating to 'B+' from 'B', its $210 million senior
secured notes rating to 'B' from 'B-'.  The ratings will then be
removed from CreditWatch.  These rating actions will be contingent
on IMCO successfully completing the transaction as planned.


INTEGRATED HEALTH: Asks Court to Deny Tackabery & Bayard's Appeal
-----------------------------------------------------------------
During the pendency of Integrated Health Services' chapter 11
cases, Blanco Tackabery Combs & Matamoros, P.A., and The Bayard
Firm, as counsel for the official committee of unsecured creditors
of Premiere Associates, Inc., actively represented the interests
of the unsecured creditors of the Premiere Group Debtors, which
culminated in a more favorable treatment for these creditors as
compared to the other unsecured creditors, in exchange for the
dissolution of the Premiere Committee as of the Effective Date.  
The resolution of the Premiere Unsecured Creditors' claims was
memorialized in the IHS Debtors' Amended Plan, as confirmed by
the United States Bankruptcy Court for the District of Delaware
on May 12, 2003.

The Amended Plan required IHS Liquidating, LLC, to designate the
undisputed claims held by the Premiere Creditors.  IHS
Liquidating sought and obtained the Professionals' assistance in
this process, before and after the Effective Date.

Anthony M. Saccullo, a partner at The Bayard Firm, in Wilmington,
Delaware, informs Judge Walrath that IHS Liquidating is also
required to make an immediate distribution to, or on behalf of,
claimholders, under the Amended Plan.  However, IHS Liquidating
unacceptably delayed this process, forcing the Professionals to
compel IHS Liquidating's compliance with the terms of the Amended
Plan.

With Blanco Tackabery and Bayard's assistance, the Premiere
Claims were reduced from about $37,000,000 -- that is entitled to
$1,770,000 in distribution -- to a maximum of about $20,000,000
-- that is entitled to about $1,200,000 in distribution.  Thus,
Blanco Tackabery and Bayard's post-confirmation efforts assisted
IHS Liquidating in generating a benefit for the general unsecured
creditors of about $570,000, the payment "cushion" created by
reducing the potential exposure to Premiere Claims.

Blanco Tackabery and Bayard believe that their fees and expenses
should be paid by IHS Liquidating, or alternatively from the
"cushion" created by the reduction in the Premiere Claims and the
accompanying reduction in distribution.  This allocation is
necessary to ensure that the Premiere Creditors will not be
adversely impacted by IHS Liquidating's failure to timely and
adequately comply with the terms of the Amended Plan.

By this motion, Blanco Tackabery and Bayard ask the Court to:

   (1) allow Blanco Tackabery's compensation for $32,109,
       representing fees and expenses for the time period from
       the Effective Date through and including August 31, 2004;

   (2) allow Bayard's compensation for $63,391, representing fees
       and expenses for the time period from the Effective Date
       through and including August 31, 2004; and

   (3) authorize IHS Liquidating to pay the allowed fees and
       expenses, or satisfy the fees and expenses from the
       "cushion" of funds that are no longer necessary for
       distribution to the Premiere Claims.

                           Objections

(1) IHS Liquidating

IHS Liquidating asks the Court to deny Blanco Tackabery Combs &
Matamoros and The Bayard Firm's request, or, alternatively, to
compensate the Professionals solely from the amount of the
distributions that would otherwise go to the holders of Allowed
Premiere Unsecured Claims.  

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, explains that, since the Premiere
Committee's duties were discharged on the Effective Date, the
Professionals no longer have responsibility and authority from the
Court to continue to function as the Premiere Committee's counsel.  
Moreover, Blanco Tackabery and Bayard's actions directly
conflicted with the settlement agreed by the IHS Debtors under the
Plan.  Granting Blanco Tackabery and Bayard's request would
deplete assets that would otherwise be distributed to creditors.

Mr. Brady adds that it is wholly inappropriate for Blanco
Tackabery and Bayard to ask that their compensation be funded by
the holders of General Unsecured Claims.  Blanco Tackabery and
Bayard's services were purportedly performed on behalf of the
defunct Premiere Committee and the holders of Premiere Unsecured
Claims, which are receiving a greater percentage distribution than
the holders of General Unsecured Claims.  This favorable treatment
under the Plan was given as a quid pro quo in exchange for the
Premiere Committee's agreement to dissolve and cease incurring
fees and expenses.

"If the Professionals' post-Effective Date services are somehow
deemed chargeable to [IHS Liquidating], then it is only fair that
such fees and expenses be satisfied from the funds that would
otherwise be distributable to the holders of Allowed Premiere
Unsecured Claims," Mr. Brady states.  "If the Court finds that it
has authority to award compensation to the Professionals and that
it is appropriate to do so, the Court should limit the award to
compensate the Professionals only for services that actually
conferred a benefit to the holders of Premiere Unsecured Claims."

Blanco Tackabery and Bayard's time records include a substantial
number of time entries for reviewing documents that have nothing
to do with Premiere charges that:

   * were unauthorized;

   * were duplicative of IHS Liquidating and the Post-
     Confirmation Committee's services; and

   * did not confer any benefit on creditors and should not be
     compensated at all, let alone by the holders of General
     Unsecured Claims.

(2) IHS Post-Confirmation Committee

The IHS Post-Confirmation Committee agrees with IHS Liquidating
that Blanco Tackabery and Bayard's request should be denied.  
Should the Court award the Professionals fees and expenses, these
should be paid from the Premiere Creditors' distributable share.

The IHS Post-Confirmation Committee asserts that Blanco Tackabery
and Bayard have no standing and are not entitled to the payment
they are seeking based on either the applicable and controlling
law or facts.

The IHS Plan does not provide for the post-effective date
continuance of the Premiere Committee or for the Premiere
Committees' retention of any professionals.  Under the terms of
the IHS Debtors' Plan, the Premiere Committee was dissolved before
Blanco Tackabery and Bayard rendered services.  Thus, these
services were neither authorized nor contemplated under the IHS
Plan.

Under the IHS Plan, the unsecured creditors in Class 6 and the
senior lenders in Class 4 to receive any funds remaining in the
reserve for disputed Premiere claims after all these claims have
been fully administered.

Stephanie A. Fox, Esq., at Klehr, Harrison, Harvey, Branzburg &
Ellers, LLP, in Wilmington, Delaware, also tells the Court that
Blanco Tackabery and Bayard seek to have the creditors in Class 4
and 6 forfeit distributions to pay their fees and expenses
regardless of a lack of provision in the IHS Plan to support their
actions.

"This veiled attempt to modify the terms of the [IHS] Debtors'
confirmed Plan is in direct contravention of the applicable
standard for either the modification of a confirmed plan under
Section 1127(b) of the Bankruptcy Code," Ms. Fox asserts.  "Under
Section 1127(b) of the Bankruptcy Code, only the plan proponent
-- the Debtors -- has standing to modify the terms of the
Confirmed IHS Plan."

The IHS Plan is substantially consummated, as all of the IHS
Debtors and their estates' assets have been transferred in
accordance with the terms of the Plan.  As a result, the IHS
Debtors are precluded from modifying the IHS Plan under Section
1127(b).  Furthermore, the Confirmation Order cannot be revoked
pursuant to Section 1144.

According to Ms. Fox, Blanco Tackabery and Bayard's request merely
state that as a result of the services they performed, substantial
benefits were provided to all creditors.  However, no conceivable
benefit was conferred to all creditors other than the Premiere
creditors.  If the Court grants Blanco Tackabery and Bayard's
Request, only the Premiere creditors distribution will remain
unaffected -- a result that will be inequitable, contrary to the
IHS Plan, and in violation of the Bankruptcy Code.

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


INTERMET CORP: Gains $20 Million Access to Interim DIP Funding
--------------------------------------------------------------
INTERMET Corporation (Pink Sheets: INMTQ) has entered into a
credit agreement with Deutsche Bank Trust Company Americas and The
Bank of Nova Scotia for a $60 million debtor-in-possession credit
facility. With the execution of this agreement, INTERMET is now
able to borrow up to $20 million under the DIP facility, in
accordance with the budget agreed upon by the company and its DIP
lenders.

"This agreement with the lenders is a positive step for us," said
Gary F. Ruff, INTERMET's Chairman and CEO. "It gives the company
the financial flexibility necessary not only for maintaining
critical customer deliveries, but also for continuing with efforts
to reorganize and strengthen the company. We are especially
pleased that two major lenders have cooperated on a financing
arrangement that will benefit INTERMET and our supplier partners,
who continue to support our manufacturing operations."

As reported in the Troubled Company Reporter on Oct. 21, 2004, the
U.S. Bankruptcy Court for the Eastern District of Michigan entered
an order giving INTERMET approval to borrow up to $20 million
under the $60 million debtor-in-possession credit facility that
Deutsche Bank Trust Company Americas and The Bank of Nova Scotia
have committed to provide to the company.

The court's order approved the material terms and conditions of
the financing that have been negotiated by INTERMET and the
lenders. The order also approved the placement of a lien on
substantially all of INTERMET's assets having priority over the
liens of the company's pre-petition lenders.

The remaining $40 million of availability under the DIP facility
is subject to additional conditions and limitations, including
final approval by the court.

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


INTERSTATE BAKERIES: Ad Hoc Equity Panel Holds Near 50% Stake
-------------------------------------------------------------
Papers filed in the United States Bankruptcy Court for the Western
District of Missouri disclose the names, addresses and number of
shares held by the members of the Ad Hoc Committee of Equity
Security Holders of Interstate Bakeries Corporation:

     Member                                 No. of Shares
     ------                                 -------------
     QVT Financial LP
     527 Madison Avenue, 8th Floor
     New York, New York 10022                 3,299,995

     Atticus Capital LLC
     152 West 57th Street
     New York, New York 10019                 1,563,349

     The Capital Group Companies
     333 S. Hope Street, 53rd Floor
     Los Angeles, California 90071            3,433,000

     Sagamore Hill Capital Management, L.P.
     Ten Glenville Street, 3rd Floor
     Greenwich, Connecticut 06831             1,000,000

     EagleRock Capital Management, LLC
     551 5th Avenue
     New York, New York 10176                 2,691,439

     Fidelity Management & Research Company   
     82 Devonshire Street, E31C
     Boston, Massachusetts 02109              3,375,000
     
     Gruss Asset Management L.P.
     667 Madison Avenue, 3rd Floor
     New York, New York 10021                 2,598,300

     Brandes Investment Partners
     11988 El Camino Real, Suite 500
     San Diego, California 92130              3,233,953

     Lampe, Conway & Company LLC
     730 Fifth Avenue, Suite 2102
     New York, New York 10019                   900,000

These institutional investors hold nearly 50% of IBC's outstanding
shares.

As previously reported, the Ad Hoc Committee retained Peter D.
Wolfson, Esq., D. Farrington Yates, Esq., Daphnee Surpris, Esq.,
Kwame N. Cain, Esq., Brian W. Fields, Esq., and Amy E. Rush, Esq.,
at Sonnenschein Nath & Rosenthal LLP, as its legal counsel.  Prior
to Interstate Bakeries' chapter 11 filing, Sonnenschein
represented Interstate Brands West Corporation, Mark Barquist and
Sam Armenise in employment discrimination litigation entitled
Yanez v. Interstate Brands West Corporation, et al., Case No.
BC294144, pending in the California Superior Court for the County
of Los Angeles.  Sonnenschein's representation of these three
Defendants in the Yanez Litigation has been terminated with a
waiver and consent by IBWC for Sonnenschein to represent the Ad
Hoc Equity Committee, its individual members, any other equity
holders, or an official equity committee, if and when appointed.  
As a result of the Yanez Litigation, Sonnenschein had a claim
against IBWC for unpaid legal fees and costs of approximately
$110,000.  Sonnenschein has waived that claim, and therefore, has
no claim against the Debtor or any co-Debtor in IBC's chapter 11
cases.  

Matthew Niemann at Houlihan Lokey Howard & Zukin provides
financial advisory services to the Ad Hoc Committee.  

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


INTERSTATE BAKERIES: Wants to Assume & Ratify Comdata Agreements
----------------------------------------------------------------
Pursuant to certain credit card agreements, Interstate Bakeries
and its debtor-affiliates' employees purchase goods and services
on certain credit card companies' corporate cards that are used in
the ordinary course of business.  The Debtors have direct
liability on the Credit Cards.  More than 7,000 of the Debtors'
employees regularly use the Credit Cards in the ordinary course of
Interstate Bakeries' business.

The Credit Cards are critical to the Debtors as many of the
vendors will only accept credit cards and employees will not
purchase the supplies and gas with personal credit cards.
Moreover, others will require Interstate Bakeries to use
invoices, even for small procurements, which would likely lead to
undue and costly paperwork processing and delays.

Thus, the Debtors seek the Court's authority to assume and
ratify:

    (a) the Comdata Business Fleet Services Comchek/Mastercard
        Fleet Card Agreement, undated, between Interstate Brands
        Corporation and Comdata Network, Inc.;

    (b) the Comdata BusinessLink MasterCard Corporate Card
        Agreement, dated as of April 5, 2004, between Interstate
        Brands and Comdata;

    (c) the Comdata Transportation Services Standard Customer
        Agreement, dated as of September 27, 2002, between
        Interstate Brands and Comdata;

    (d) the Business Travel Account Agreement, as amended, dated
        as of February 5, 2004, between American Express Travel
        Related Services Company, Inc., and Interstate Brands and
        Interstate Brands West Corporation;

    (e) the Corporate Card Account Agreement for the United
        States, dated as of August 1, 2003, between Interstate
        Brands and Interstate Brands West and Amex; and

    (f) the Payment in Advance Deposit Agreement, dated as of
        September 2, 2004, between Interstate Brands and Petrocard
        Systems, Inc.

As of the Petition Date, the Debtors' outstanding balance under
the Comdata Agreements was approximately $1,203,646 and Amex
Agreement was approximately $49,179.

The Debtors still had a $250,000 credit balance under the
Petrocard Agreement.

Paul M. Hoffmann, Esq., at Stinson Morrison Hecker, LLP, in
Kansas City, Missouri, informs the Court that on the Petition
Date, Comdata discontinued providing financial accommodations
under the Comdata Credit Card Agreements.  This action severely
disrupted operations as delivery trucks carrying the Debtors'
products to customers could not be refilled with fuel.  The
Debtors immediately called Comdata and requested that the cards
be reactivated.  The Debtors also offered to wire transfer funds
in an amount sufficient to cover foreseeable postpetition
purchases.  After several discussions, Comdata refused to
reactivate the cards unless the Comdata Credit Card Agreements
were assumed and prepetition balances owed under the agreements
paid.

Faced with a severe disruption to their operations that could
have proved disastrous to the successful launch of these Chapter
11 cases, an inability to implement a viable short-term
alternative solution, and a doubtful ability to enforce the
agreements due to their likely characterization as contracts for
financial accommodations, the Debtors and Comdata agreed that:

    (1) Comdata would, after receipt of the bank reference number
        indicating initiation of the wire transfer of the initial
        deposit, begin allowing the use of the outstanding cards
        on a cash-in-advance basis until the request to assume
        Comdata's contracts could be heard;

    (2) The initial deposit, by wire transfer, would be $200,000;

    (3) The credit card accounts would be managed by Comdata
        globally rather than through individual credit limits
        placed on each of the cards;

    (4) A motion to assume the contracts, which will include the
        agreed-upon cure payments and schedule, as well as all
        other pertinent terms, will be filed;

    (5) The Debtors would use their best efforts to schedule the
        hearing immediately; and

    (6) Comdata would not be required to allow further use of the
        cards if the motion to assume was not immediately filed
        and heard, or if the motion was withdrawn or denied.

After an e-mail confirmation of the Agreement and transmittal of
the bank reference number, Comdata reactivated the cards.
Comdata and the Debtors subsequently agreed that:

    -- the prepetition balance would be cured soon after the Court
       approves the assumption request,

    -- the cure amount is $1,203,646, and

    -- the Comdata Credit Card Agreements would contain
       appropriate credit lines and payment terms.

Subsequently, Amex and Petrocard also asked the Debtors to assume
their Credit Card Agreements.  Amex and Petrocard won't continue
to extend credit to the Debtors until their Credit Card
Agreements are assumed.

Mr. Hoffman asserts that the services provided under the Credit
Card Agreements are critical to the smooth operations of the
Debtors' business, especially in light of the Debtors' inability
to find a viable replacement credit card provider under the
present circumstances.

The assumption of the Credit Card Agreements is the most
efficient and economical method to provide for the timely
procurement of fuel, supplies and other necessary items, Mr.
Hoffman relates.  The assumption and ratification of the Credit
Card Agreements on the negotiated terms will permit the Debtors'
employees to continue to receive charging privileges under the
Credit Card Agreements.  The benefits available to the Debtors
under the Credit Card Agreements will enhance the success of the
their reorganization.

Mr. Hoffman relates that if the Credit Card Agreements are
subsequently terminated, there will be little exposure for
administrative claims because the Debtors intend to pay off
balances under the Credit Card Agreements on a current basis.

In the alternative, the Debtors contend that if the Court finds
that the Credit Card Agreements may not be assumed because there
appears to be financial accommodations for their benefit, the
Court should authorize the continuation of the Credit Card
Agreements under Sections 105 and 363 of the Bankruptcy Code.

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


JCPENNEY: Moody's Upgrades Senior Implied Rating to Ba1 from Ba2
----------------------------------------------------------------
Moody's Investors Service upgraded the long term debt ratings of
J.C. Penney and affirmed the speculative grade liquidity rating of
SGL-1.  The outlook is stable.  This rating action concludes the
review for possible upgrade begun on July 12, 2004.

The upgrade is a result of the success of the company's operating
initiatives that have driven significant improvement in margins
and consistent comparable store sales improvements.  In addition,
the upgrade reflects the improvement in credit metrics resulting
from the margin improvements, as well as from the use of a portion
of the Eckerd proceeds to pay down debt.  The company's focus on
execution consistency and merchandise assortments can be seen in
its comparable store sales performance over the last ten months.  
J.C. Penney's held this performance during the back to school/fall
season despite a general softness in the selling environment.  In
addition, its centralized buying and expense reduction initiatives
have driven sustainable improvements in both gross margins and
S,G & A expenses.  EBIT margin has improved to 5.7% for the LTM
period ending July 31, 2004 versus 4.4% for the fiscal year ending
January 31, 2004.  The company has reduced funded leverage by
approximately $1.0 billion dollars during this current fiscal
year.  This reduction in funded debt combined with the margin
improvements led to a reduction in adjusted debt/EBITDAR to 4.4x
for the LTM period ending July 31, 2004 from 5.2x for the fiscal
year ending January 31, 2004.

The Ba1 senior implied rating reflects the current margin levels,
very strong liquidity, and credit metrics appropriate for the
rating category.  In addition, the rating reflects J.C. Penney's
ability to differentiate itself from other retailers with the
strength in its multi channel format, as well as its well-
recognized portfolio of private label brands-which include
Arizona, Chris Madden, and St. John's Bay.  The ratings are
constrained by the continued challenging environment faced by the
department store industry, as well as the additional investment
needed to upgrade its technology, including the finalization of
its allocation system and the replacement of its storewide POS
system.

The ratings outlook is stable, reflecting the sustainability of
the improvements in operating margins and our expectation that
funded leverage will be reduced further over the next twelve
months.  In addition, the stable outlook assumes that operating
cash flow will be sufficient to cover working capital, capital
expenditures, and dividends and that management will maintain its
existing prudent financial policies.

A change in outlook to positive would require a resolution to the
search for a successor to Allen Questrom and ongoing improvement
in operating performance and credit metrics.  A rating upgrade
would require clarity that the successor to Allen Questrom is
maintaining JCP's current prudent financial policies and operating
strategies, as well as the company achieving annualized EBIT
margins over 7%, achieving free cash flow to total debt of at
least 8%, and maintaining adjusted debt/EBITDAR below 3.5x.

Given the recent upgrade, a downgrade is currently unlikely;
however, ratings could move downward if the company's operating
performance deteriorates such that EBIT margin falls below 5% or
adjusted debt/EBITDAR rises above 4.5x.

The rating on the $1.5 billion senior secured credit facility is
notched up by one from the senior implied reflecting its strong
asset coverage, its low expected usage (for letters of credit
only), and its relative size in the capital structure.  In
addition, the credit facility is guaranteed by the material
subsidiaries of J.C. Penney.  The issuer rating as well as the
senior unsecured notes rating recognizes the effective
subordination to any borrowings under the revolving credit
facility as well as the lack of guarantees by material
subsidiaries.

The speculative grade liquidity rating of an SGL-1 reflects very
good liquidity.  The company's primary sources of liquidity are
net positive cash from operations and its existing unrestricted
cash balances.  Moody's expects JC Penney to meet all of its
anticipated capital expenditures, working capital needs, and
upcoming debt maturities over the next twelve months from internal
sources of cash. At the end of the second quarter the company's
unrestricted cash balances were $7.4 billion.  This cash balance
includes $4.6 billion of gross proceeds from the Eckerd
transaction.  J.C. Penney intends to repurchase up to $3 billion
in shares.  In addition, to date it has repaid $1.0 billion of
debt.  Moody's anticipates that J.C. Penney will remain
comfortably in compliance with existing financial covenants.  J.C.
Penney's liquidity rating is supported by its $1.5 billion
revolving credit facility (which has only been used for letters of
credit), and by a sizable amount of unencumbered real estate.

These ratings are upgraded:

   * Senior implied to Ba1 from Ba2;
   * Issuer rating to Ba2 from Ba3;
   * Senior secured bank credit facility to Baa3 from Ba1;
   * Senior unsecured to Ba2 from Ba3;
   * Subordinated to Ba3 from B1.

This rating is affirmed:

   * Speculative grade liquidity rating of SGL-1.

Headquartered in Plano, Texas, J.C. Penney Company, Inc. is one of
the country's largest department store, catalogue, and e-commerce
retailers.  Total revenues for fiscal year ended January 31, 2004
were approximately $17.9 billion.


JOY GLOBAL: S&P Places BB Ratings on Watch Positive & May Upgrade
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit and its other ratings on Joy Global Inc. on CreditWatch
with positive implications.

"This action results from the solid improvement in the company's
operating performance and the significant improvement in its
operating cash flow," said Standard & Poor's credit analyst John
Sico.  "The progress is the direct result of the upturn in
commodity markets leading to increased demand for the company's
mining equipment."

Relatively stable aftermarket demand and robust end-market
fundamentals are reflected in stronger credit metrics that are
commensurate with a higher rating as long as the company
demonstrates a disciplined financial policy.  In resolving the
rating, Standard & Poor's will assess the sustainability of
operating performance over the cycle, as fluctuations in demand
for new equipment can be expected.

In addition, because of the strong cash flow generation, Joy made
$88 million in pension funding contributions to its domestic plans
in the most recent quarter and, as a result, pension-funding
requirements will be in the range of $20 million-$50 million in
2005 and minimal beyond 2005.

There are no significant near-term debt maturities.  Joy Global
has ample availability on its $200 million revolving credit
facility that matures in 2008 and was in compliance with its bank
covenants.

Joy Global Inc. is a worldwide leader in manufacturing,
servicing and distributing equipment for surface mining through
its P&H Mining Equipment division and underground mining through
its Joy Mining Machinery division.

Joy Global, Inc., f/k/a Harnischfeger Industries, Inc., emerged
from chapter 11 in July 2002, under the terms of its amended plan
of reorganization confirmed by the U.S. Bankruptcy Court for the
District of Delaware (Bankr. Case No. 99-2171).  James H.M.
Sprayregen, Esq., Anne Marrs Huber, Esq., James A. Stempel, Esq.,
and Matthew N. Kleiman, Esq., at Kirkland & Ellis, represented
Harnischfeger in its multi-billion dollar restructuring.   


KEYSTONE CONSOLIDATED: Reaches Agreement with Three Retiree Groups
------------------------------------------------------------------
Keystone Consolidated Industries, Inc. (OTC Pink Sheets: KESNQ)
has reached an agreement with three retiree groups relative to
non-pension benefits to be provided to such retiree groups. The
three retiree groups are the:

   -- Independent Steel Workers Alliance Post May 1993 retirees,
   -- Metalcrafters hourly retirees, and
   -- Keystone Management Pre November 1982 retirees.

Keystone previously filed a petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code on Feb. 26, 2004 and has
been operating under Court ordered Interim Relief under Section
1114 of the Bankruptcy Code with respect to benefits provided to
these retiree groups.

The Agreement with the retiree groups provides that after
confirmation of a Plan of Reorganization, Keystone will, among
other things:

   -- distribute a lump-sum cash payment to the retiree group;

   -- continue to pay life insurance premiums and Medicare
      Part B reimbursements at the same levels and to the same
      retirees and, if applicable, their spouses or dependents,
      as the Company had prior to the Bankruptcy filing;

   -- commence making monthly specified minimum payments to all
      retirees, spouses and dependents whose healthcare
      benefits were adversely impacted by the Interim Relief.
      In addition to the minimum monthly payments to the
      Affected Retirees, the Company may also be required to
      make additional monthly contributions subject to certain
      conditions;

   -- pay the so called pipeline claims of all retirees as of
      the petition date that still remain unpaid; and

   -- provide the Affected Retirees with the opportunity to
      participate in Keystone's sponsored health plans with the
      Affected Retirees paying premiums to Keystone to purchase
      such coverage.

The Agreement also provides the Affected Retirees with agreed upon
unsecured claims in the Chapter 11 bankruptcy proceeding as well
as certain other rights and payments in the event of the future
occurrence of either a material event or sale event, both as
defined in the Agreement.

The Agreement must be approved by the Bankruptcy Court in
Milwaukee before it becomes effective.

As previously announced, the Company has negotiated and obtained
Court approval of an amendment to the collective bargaining
agreement with the Independent Steel Workers Alliance and has
filed a Plan of Reorganization and Disclosure Statement. Keystone
believes this Agreement with the Retirees is another major step
forward in the Company's efforts to complete a successful
restructuring and the Company and its advisors will continue to
work diligently in an effort to achieve its goal of exiting the
bankruptcy process around the end of the year.

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


KMART CORP: Julian Day to Get $2,000,000 Severance Pay Plus Bonus
-----------------------------------------------------------------
On October 18, 2004, Kmart Holding Corporation entered into an
agreement with Julian C. Day in connection with his resignation as
President and Chief Executive Officer of the company.

Mr. Day's "cessation of service," Kmart explains in a Form 8-K
filing with the Securities and Exchange Commission, is treated as
a termination without cause under his employment agreement entered
into originally in 2002, as amended in 2003, and for purposes of
his incentive compensation awards.

Kmart relates that if Mr. Day (i) executes and does not revoke a
mutual release of claims between him and the company and (ii)
complies with the covenants, he will receive:

   -- a $2,000,000 cash payment on the date when the release
      becomes irrevocable; and

   -- a pro-rata portion of the annual bonus for the 2004 fiscal
      year, based on Kmart performance for the entire year and
      payable when Kmart pays annual bonuses generally.  

In addition, as provided in his long-term performance awards for
the performance periods 2003 to 2006 and 2004 to 2007, Mr. Day
will receive pro-rata awards of:

   * $977,974 for 2003-2006; and

   * $479,053 for 2004-2007,

if the applicable performance goals are met.  The awards are
payable in cash after the end of the applicable performance
periods.

In addition to the first tranche of 389,441 options granted to
Mr. Day in 2003, which are currently vested, the next two tranches
of 389,441 options each granted in 2003 become fully vested, with
all those options remaining exercisable for the next two years.  
Mr. Day will also receive continued welfare benefits for two
years.

Mr. Day is also subject to two-year non-competition and non-
solicitation covenants, a confidentiality covenant, and a covenant
obligating him to cooperate with Kmart.

Mr. Day will continue to serve as a Director of Kmart.

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.  (Kmart Bankruptcy News, Issue No. 83; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LYNX THERAPEUTICS: Ernst & Young Expresses Going Concern Doubt
--------------------------------------------------------------
Ernst & Young LLP audited Lynx Therapeutics, Inc.'s 2002 and 2003
financial statements.  The auditing firm observes that the Company
has incurred losses since inception and expects those losses will
continue for the foreseeable future.  Additionally, the Company
anticipates requiring additional financial resources to fund its
operations at least through Dec. 31, 2005.  "These conditions
raise substantial doubt about the Company's ability to continue as
a going concern," E&Y says.  

Based in Hayward, California, Lynx is a leader in the development
and application of novel genomics analysis solutions that provide
comprehensive and quantitative digital gene expression information
important to modern systems biology research in the
pharmaceutical, biotechnology and agricultural industries. These
solutions are based on Megaclone(TM) MPSS(TM), Lynx's unique and
proprietary cloning and sequencing technologies.  For more
information, visit Lynx's Web site at http://www.lynxgen.com/  

Lynx's June 30, 2004, balance sheet shows $16 million in assets
and $7.5 million in liabilities.  

In March 2004, Lynx announced a reduction of approximately 15% of
its total workforce, or 14 people.  The reduction included
positions in all functions of the Company's business.  In January
2003, Lynx cut its workforce by 25%, or 32 people.  That followed
an April 2002 layoff of 45 people, or 30% of its domestic
workforce.  

Lynx receives a significant portion of its revenue from a small
number of collaborators, customers and licensees: Takara Bio Inc.,
E.I. DuPont de Nemours and Company, BASF AG, Bayer CropScience,
and National Human Genome Research Institute.


MADISON AVENUE: Moody's Junks Class M-2 & B-1 Certificates
----------------------------------------------------------
Moody's Investors Service downgraded four mezzanine and
subordinate certificates of Madison Avenue Manufactured Housing
Contract Trust 2002-A securitization.  The senior certificates are
not affected because the ratings are based on an insurance policy
issued by Ambac Assurance Corporation, whose insurance financial
strength rating is Aaa.  The rating action concludes Moody's
rating review, which began on July 14, 2004.

The rating action is prompted by the weaker-than-anticipated
performance of the manufactured housing loans that make up the
collateral pool and the resulting erosion in credit support.  
Delinquencies and repossessions have exceeded original
expectations, leading to higher than expected cumulative losses.
As of the Aug 31, 2004 remittance report, cumulative losses and
cumulative repossessions were 10.11% and 13.45% respectively with
71.30% of the pool balance outstanding. Loss severities were close
to 80%.

Similar to other manufactured housing securitizations, the
deteriorating performance is primarily due to manufactured housing
sector problems, such as high unemployment levels in the
manufacturing sector where many borrowers are employed and high
loss severities due to lack of demand for used repossessed units.
This has placed increased pressure on the industry, further
magnifying repossessions and loss severities.

The loans were originated and are currently being serviced by
GreenPoint Credit LLC.  In early October, North Fork
Bancorporation, Inc. announced that the company had entered an
agreement to sell the manufactured housing business of GreenPoint
Credit LLC to Green Tree Servicing.  Any change in the servicing
practices may have an impact on the performance of the collateral.
Wells Fargo Bank Minnesota, National Association is the trustee
and backup servicer for the securitization.

The complete rating action is as follows:

Securities: Madison Avenue Manufactured Housing Contract Trust
            2002-A
Depositor:  Bear Stearns Asset Backed Securities, Inc.

   * 1 Month LIBOR+1.45% Class M-1 Certificates, downgraded from
     Aa2 to Baa3

   * 1 Month LIBOR+2.25% Class M-2 Certificates, downgraded from
     A2 to Caa1

   * 1 Month LIBOR+3.25% Class B-1 Certificates, downgraded from
     Baa2 to C

   * 1 Month LIBOR+3.25% Class B-2 Certificates, downgraded from
     Ba2 to C


MARINER HEALTH: Files Preliminary Proxy Statement on NSC Merger
---------------------------------------------------------------
Mariner Health Care, Inc., delivered a preliminary proxy statement
to the Securities and Exchange Commission on September 27, 2004,
relating to its proposed merger with National Senior Care, Inc.

A full-text copy of the Preliminary Proxy Statement is available
for free at:

   http://sec.gov/Archives/edgar/data/882287/000095014404009353/g90992pprem14a.htm

MHC President and CEO C. Christian Winkle relates that
shareholders at their annual meeting will be asked to consider and
vote on three proposals:

    (1) a proposal to adopt the Agreement and Plan of Merger,
        dated as of June 29, 2004, among National Senior Care,
        Inc., NCARE Acquisition Corp., and Mariner, providing for
        the acquisition of Mariner by National Senior Care;

    (2) a proposal to elect five directors nominated by the board
        of directors to serve on the board of directors; and

    (3) a proposal to amend Mariner's Amended and Restated By-laws
        to allow the board of directors to set the number of
        members of the board at any number from five to nine and
        to fill all vacancies created as a result of increasing
        the size of the board until the next election of
        directors.

No date has yet been set for MHC's annual shareholders' meeting.

According to Mr. Winkle, if the merger is consummated, NCARE
Acquisition, a wholly owned subsidiary of National Senior Care,
will merge with and into Mariner, and each issued and outstanding
share of common stock will be canceled and converted automatically
into the right to receive $30 in cash without interest, except
for:

    (i) shares of common stock for which appraisal rights have
        been properly perfected under Delaware law; and

   (ii) shares of common stock held in treasury by Mariner or
        owned by National Senior Care or its subsidiaries.

As a result of the merger, Mr. Winkle says, Mariner will cease to
be a publicly traded company and will become a wholly owned
subsidiary of National Senior Care.

The board of directors, by unanimous vote and after careful
consideration, recommends that:

    (i) the stockholders vote "FOR" adoption of the merger
        agreement;

   (ii) the stockholders vote "FOR" the election of each of the
        five nominee directors; and

  (iii) the stockholders vote "FOR" the by-law amendment proposal.

The nominating and corporate governance committee has nominated
five individuals to serve on the board of directors, each a
current director of Mariner:

Name of Nominee         Age   Principal Occupation
---------------         ---   --------------------
C. Christian Winkle      41   President and Chief Executive
                               Officer of Mariner Health Care,
                               Inc.

Victor L. Lund           56   Retired President, Chief Executive
                               Officer and Chairman of the Board
                               of Directors of American Stores
                               Company

Earl P. Holland          59   Retired Vice Chairman and Chief
                               Operating Officer of Health
                               Management Associates, Inc.

Philip L. Maslowe        57   Retired Executive Vice President
                               and Chief Financial Officer of The
                               Wackenhut Corporation

Mohsin Y. Meghji         39   Principal of Loughlin, Meghji +
                               Company

Mariner Post-Acute Network, Inc., Mariner Health Group, Inc., and
scores of debtor-affiliates filed for chapter 11 protection on
January 18, 2000 (Bankr. D. Del. Case Nos. 00-113 through 00-301).  
Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.,
represents the Reorganized Debtors, which emerged from bankruptcy
under the terms of their Second Amended Joint Plan of
Reorganization declared effective on May 13, 2002. (Mariner
Bankruptcy News, Issue No. 62; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


MARINER HEALTH: Shareholders to Vote on Merger Plan on Nov. 30
--------------------------------------------------------------
Mariner Health Care, Inc. (OTC Bulletin Board: MHCA) will hold an
annual meeting of its stockholders on Tuesday, Nov. 30, 2004, to
vote on the proposed merger with National Senior Care, Inc., the
election of directors and other matters.  The meeting will take
place at 9:00 a.m. at The Westin New York at Times Square, 270
West 43rd Street at Eighth Avenue, New York, New York 10036.

Formal notice of the meeting, together with the definitive proxy
materials, are expected to be mailed to stockholders on or before
Monday, Oct. 25, 2004.  The proxy materials are also available at
http://www.sec.gov/or http://www.marinerhealthcare.com/Only  
stockholders of record at the close of business on Oct. 19, 2004,
are entitled to vote at the special meeting.

In related developments, Mariner and NSC have entered into an
amendment to the Merger Agreement pursuant to which Mariner has
agreed to delay drawing the $40 million irrevocable bank letter of
credit that secures NSC's break-up fee obligation until Dec. 8,
2004.  Pursuant to the terms of the Merger Agreement, prior to its
amendment, Mariner was entitled to draw on the letter of credit at
any time after Oct. 22, 2004 unless the merger had been previously
consummated or terminated.  As consideration for this
accommodation and as detailed in Mariner's definitive proxy
statement, NSC has agreed to certain modifications to the terms of
the Merger Agreement including amending the definition of Material
Adverse Change and Material Adverse Effect to exclude any events,
changes, effects, circumstances or conditions occurring after
Oct. 21, 2004.  In addition, the various exclusions from the
definition of a Material Adverse Change and Material Adverse
Effect contained in the Merger Agreement have been expanded to
include any events, changes, effects, circumstances or conditions
that have occurred prior to the date of the amendment and as to
which Mariner provided notice or as to which NSC otherwise has
knowledge.  NSC has also agreed, among other things, to waive
the impact of any past or future reports or analyses relating to
professional and general liability claims asserted against Mariner
prior to Oct. 21, 2004.  The amendment is included with the
definitive proxy statement and is also available at
http://www.sec.gov/or http://www.marinerhealthcare.com/Mariner  
continues to hold the letter of credit and may draw on it at any
time from Dec. 8, 2004 until Dec. 31, 2004.

C. Christian Winkle, Mariner's Chief Executive Officer, stated, "I
believe that this is a very positive development for Mariner and
clearly demonstrates NSC's confidence in our business and
management team and commitment to closing this transaction.  We
continue to hold an irrevocable letter of credit for $40 million
that will not expire until Dec. 31, 2004, and NSC has agreed to
significant limitations on its ability to terminate the Merger
Agreement."

Completion of the merger, which is expected by the end of calendar
year 2004, still requires satisfaction of certain conditions,
including, among other things, approval by Mariner's stockholders
and satisfaction of the closing conditions of NSC's financing
commitments.

Mariner Post-Acute Network, Inc., Mariner Health Group, Inc., and
scores of debtor-affiliates filed for chapter 11 protection on
Jan. 18, 2000 (Bankr. D. Del. Case Nos. 00-113 through 00-301).
Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.,
represents the Reorganized Debtors, which emerged from bankruptcy
under the terms of their Second Amended Joint Plan of
Reorganization declared effective on May 13, 2002.


NASH FINCH: Fitch Upgrades Senior Subordinated Debt Rating to 'B'
-----------------------------------------------------------------
Fitch Ratings upgraded the ratings on Nash Finch as follows:

   -- Secured bank credit rating to 'BB-' from 'B+';
   -- Senior subordinated notes to 'B' from 'B-';
   -- Rating Outlook is Stable.

The upgrade follows the company's announcement that it expects to
redeem its $165 million 8.5% senior subordinated notes due 2008
sometime this fall.  Current plans call for Nash Finch to replace
its existing bank credit facility with a new bank credit agreement
that will be used to retire the bonds.  This, combined with an
expected total debt paydown of $80 million for fiscal 2004 will
improve the company's financial profile.

While Nash Finch continues to experience intense competition in
its marketplace, the improved capital structure should enable it
to focus on its core food wholesale business and develop
relationships outside of its traditional marketplace.  The ratings
incorporate the risks inherent to the food wholesale industry,
which include a dwindling customer base given that the majority of
its business is to independent grocery companies.  Nonetheless,
Nash Finch has a strong military commissary business.

Fitch anticipates that it will withdraw its ratings once the
entire 8.5% senior subordinated note issue is retired.


NEW SKIES: Moody's Junks $125 Mil. Sr. Subordinated Notes' Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 senior implied rating to
New Skies Satellites, BV, reflecting the substantial financial
risk associated with its proposed recapitalization, significant
operating risk inherent in the satellite industry, and challenging
competitive environment.

As part of this rating action, Moody's initiates these ratings:

   * B2 -- Senior Implied Rating
   * B1 -- $75 million senior secured revolving credit facility
   * B1 -- $460 million senior secured term loan
   * B3 -- $160 million senior unsecured floating rate note
   * Caa1 -- $125 million senior subordinate notes
   * B3 -- Senior Unsecured Issuer Rating
   * SGL-3 -- Speculative Grade Liquidity Rating

The outlook for all ratings is stable.

New Skies' B2 senior implied rating reflects high leverage and a
weak fixed charge coverage.  Moody's expects New Skies' to take on
leverage of approximately 12x debt to free cash flow (Total
debt/CFFO less CAPEX less dividend) by the end of the year, and
fixed charge coverage (EBITDA-CAPEX/Cash Interest) to fall to
about 1.9x. Moody's is concerned that these high fixed debt
payments will weaken New Skies' ability to react to an increasing
competitive environment, and potential operational shortfall.  The
rating also incorporates rising costs of insurance across the
industry, which may offset any margin gains resulting from
improved operational efficiency or higher utilization rates.

The ratings also reflect New Skies' steady cash flow generation
supported by a sizable backlog, its relatively young and flexible
asset base, and superior global coverage in both C- and Ku- bands,
which allows New Skies' to bid against a very narrow field for
certain contracts.  The ratings also incorporate the financial
flexibility of New Skies to control the timing of its capital
expenditures.  In the near-term, Moody's expects the company's
ability to manage free cash flow through capital expenditure
planning to increase as it completes its current capital
investment cycle.  Moody's is also concerned that further delays
in the completion of the NSS-8 satellite, currently under
construction, will continue to weaken the company's potential
revenue growth.

Moody's is concerned about New Skies' lack of scale. With only
five satellites in its operating fleet, New Skies is significantly
smaller than the other three satellite providers with global reach
in the industry.  New Skies' operating flexibility is more
limited, and the relative impact of a potential in-orbit loss to
the company's overall financial strength is significantly higher.  
Moody's, however, notes that the quality, age, unused capacity and
strong track record of the New Skies fleet to date partially
mitigates this risk.  While insurance proceeds could offset a
portion of the loss associated with the book value of the asset,
the insurance policy for New Skies, like other providers in the
industry, does not cover business interruption costs or loss of
future revenue during the time required to replace the satellite.  
Moody's believes that, even moving existing traffic to a leased
satellite, while recapturing some revenue, will significantly
reduce New Skies' operating margins.

The satellite communication industry is plagued with oversupply,
which results in increased pricing pressure and shorter average
contract lives.  Although Moody's expects industry dynamics to
improve as less capacity is scheduled to come on line over the
next several years and demands for higher capacity utilization
services continue to grow, we do not expect New Skies' margins to
improve in the near term largely due to significant insurance
costs.  Moody's also notes that New Skies' capacity utilization,
and thus, operating margins significantly trail those of larger
competitors.

The strength of its customer base supports New Skies' ratings.  At
June 30, 2004, New Skies' backlog was $648.7 million, 94% of which
is related to non-cancelable contracts.  The remaining 6% of the
contracts contain significant cancellation fees.  New Skies'
customer diversity, in terms of geography, industry segment, and
product line helps to stabilize earnings and cash flow.  Gains in
government services and emerging markets, for example, have offset
challenges to the growth of video services.  Moody's expects New
Skies to experience above industry growth in these sectors in the
intermediate term.

Moody's notches the senior secured bank facility rating above the
senior implied rating to reflect its priority claim on the
majority of the firm's assets, and enhanced structural features
such as a 75% free cash flow sweep that improves the senior
secured lender's claims on free cash flow.  The senior unsecured
floating rate notes are one notch below the senior implied rating
of a B2 to reflect the subordination to a substantial amount of
senior secured debt, which constitutes 53% of total debt.  (In
total debt calculations, Moody's assumes an undrawn revolver, and
80% debt like treatment of the shareholder loans.) Moody's places
the senior subordinated notes two notches below the senior implied
rating to reflect even further subordination.  Moody's notes that
in a distressed scenario, recovery rates would likely be
substantially lower for unsecured debt.  Therefore, notching may
widen for unsecured notes if the senior implied falls.  Moody's
considers the New Skies' sponsor's equity contribution to New
Skies in the form of a subordinated shareholders loan to add
leverage to the company, given its stated maturity and, while PIK,
the high interest rate which creates future obligations.

New Skies' SGL-3 liquidity rating reflects Moody's belief that New
Skies has adequate liquidity to meet its near-term cash operating
and investment needs through a combination of operating cash flow
and availability under its $75 million revolving credit facility.  
While Moody's does not expect New Skies to accumulate cash over
the intermediate term because of the cash sweep provision in its
term loan facility, we believe the $75 million revolving credit
facility will be sufficient for working capital needs and spikes
in satellite capital expenditures.  Three financial covenants,
total leverage, interest coverage, and limitations on capital
expenditures will govern the bank credit facility.  While not
finalized at the time of this release, Moody's rating assumes that
the covenants will be set at a level to allow the company adequate
cushion to weather an unexpected operational shortfall, but tight
enough to restrict meaningful incremental debt.  In the event of a
liquidity crisis, Moody's does not believe that New Skies is
likely to sell assets given the strategic importance of its fleet.

New Skies' rating is likely to improve if the company can
significantly reduce leverage and increase its ability to generate
free cash flow through higher fleet utilization.  The ratings are
likely to fall if New Skies experiences an unexpected in-orbit
failure that results in meaningful revenue erosion coupled with
higher capital expenditures.

New Skies, headquartered in The Hague, The Netherlands, is a
global provider of satellite services.  It owns and operates five
fixed service satellites and generated approximately $215 million
in revenue in 2003.


NEW WORLD PASTA: Hires Weil Gotshal as New Bankruptcy Counsel
-------------------------------------------------------------
Gary Alan Metz, Vice President and General Counsel for New World
Pasta Company and its debtor-affiliates, tells the U.S. Bankruptcy
Court for the Middle District of Pennsylvania that the Debtors
want to retain new lead bankruptcy counsel to represent them for
the remainder of their chapter 11 restructuring and have selected
Weil, Gotshal & Manges LLP for that purpose.  The Debtors ask that
Weil Gotshal's employment be approved nunc pro tunc to Oct. 12,
2004.  

Alan B. Miller, Esq., Stephen Karotkin, Esq., Sharon Youdelman,
Esq., Jessica Fink, Esq., and Craig Johnson, Esq., are the core
team of Weil Gotshal lawyers who'll represent New World Pasta.  

New World Pasta expects Weil Gotshal to:

    (a) take all necessary or appropriate actions to protect and
        preserve the Debtors' estates, including the prosecution
        of actions on the Debtors' behalf, the defense of any
        actions commenced against the Debtors, the negotiation of
        disputes in which the Debtors are involved, and the
        preparation of objections to claims filed against the
        Debtors' estates;

    (b) prepare on behalf of the Debtors, as debtors in
        possession, all necessary or appropriate motions,
        applications, answers, orders, reports, and other papers
        in connection with the administration of the Debtors'
        estates;

    (c) take all necessary or appropriate actions in connection
        with the negotiation and preparation of a plan of
        reorganization and a related disclosure statement and all
        related documents and such further actions in connection
        with confirmation of a plan;

    (d) take all necessary or appropriate actions in connection
        with the administration of the Debtors' estates; and

    (e) perform all other necessary or appropriate legal services
        in connection with the prosecution of these chapter 11
        cases.

Mr. Miller assures the Honorable Mary D. France that Weil Gotshal
is a "disinterested person" as that term is defined in section
101(14) of the Bankruptcy Code, as modified by section 1107(b) of
the Bankruptcy Code.

The Debtors will pay Weil's customary hourly rates for the Firm's
legal services:

          Position                       Hourly Rate
          --------                       -----------
          Members and Counsel           $550 to $775
          Associates                    $260 to $495
          Paraprofessionals             $130 to $240

Weil Gotshal will replace Kirkland & Ellis LLP as lead counsel.  

Headquartered in Harrisburg, Pennsylvania, New World Pasta Company
-- http://www.nwpasta.com/-- is a pasta manufacturer in the  
United States. The Company, along with its debtor-affiliates,
filed for chapter 11 protection (Bankr. M.D. Penn. Case No.
04-02817) on May 10, 2004. Eric L. Brossman, Esq., and Robert
Bein, Esq., at Saul Ewing LLP in Harrisburg, serve as the Debtors'
local counsel.  Bonnie Steingart, Esq., and Vivek Melwani, Esq.,
at Fried, Frank, Harris, Shriver & Jacobson LLP, represent the
Creditors' Committee.  In December 2001, New World reported
$426,174,000 in assets and $430,952,000 in liabilities.


NEWPARK RESOURCES: S&P Slices Corporate Credit Rating to 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Newpark Resources Inc. to 'BB-' from 'BB'.  The outlook
on the company is stable.

As of June 30, 2004, the Metarie, Louisiana-based company had
$182 million of total debt outstanding.

"The downgrade reflects Newpark's constrained liquidity and credit
measures that are weak for the previous rating and compare
unfavorably to similarly rated issuers in the oilfield services
sector," said Standard & Poor's credit analyst Ben Tsocanos.  "The
company's profitability has deteriorated over the past three years
although increased drilling activity in the U.S. should stem this
decline."

The ratings on Newpark reflect its limited liquidity and the
dependence of cash flow on the highly cyclical petroleum
exploration and production industry, partially mitigated by an
average business position as a provider of niche oilfield services
and a moderate capital structure.

The stable outlook on Newpark reflects the expectation that the
company's profitability will improve following an extended period
of deterioration and the company will moderate its capital
spending.

Further contraction in margins or liquidity in the next two
quarters could result in change in outlook to negative.


ONE PRICE: Trustee Wants Silverman Perlstein as Counsel
-------------------------------------------------------
Kenneth P. Silverman, Esq., the chapter 11 Trustee in One Price
Clothing Stores, Inc., and its affiliates' chapter 11 cases, asks
the U.S. Bankruptcy Court for the Southern District of New York
for authority to employ Silverman Perlstein & Acampora LLP as his
counsel.

The Chapter 11 Trustee needs his law firm's services to assist him
in the orderly administration of the Debtors' estates.  In
particular, the preparation of the necessary motions, applications
and orders and other legal documents that may be required in the
Debtors' chapter 11 cases.

The Firm's professionals will bill the Debtors from $60 to $450
per hour for their services.

Ronald J. Friedman, Esq., at Silverman Perlstein, assures the
Court that the Firm and its professionals do not have any interest
materially adverse to the Trustee, the Debtors and the Debtors'
estates.

Headquartered in Duncan, South Carolina, One Price Clothing
Stores, Inc. -- http://www.oneprice.com/-- operates a chain of
off price specialty retail stores.  These stores offer a wide
variety of contemporary, in-season apparel and accessories for the
entire family.  The Company, together with its two affiliates,
filed for chapter 11 protection on February 9, 2004 (Bankr.
S.D.N.Y. Case No. 04-40329).  Neil E. Herman, Esq., at Morgan,
Lewis & Bockius, LLP represents the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $110,103,157 in total assets and $112,774,600
in total debts.


OREGON ARENA: U.S. Trustee Appoints David Foraker as Examiner
-------------------------------------------------------------
U.S. Trustee Ilene J. Lashinsky in the District of Oregon has
appointed David A. Foraker, Esq., as examiner in the chapter 11
proceeding involving Oregon Arena Corp.

The Honorable Elizabeth L. Perris directed the U.S. Trustee to
appoint an examiner based on four points which satisfy section
1104(c) of the Bankruptcy Code:

     i)   a chapter 11 trustee has not been appointed;

     ii)  a chapter 11 plan has not been confirmed;

     iii) interested parties request the appointment of an
          examiner; and

     iv)  the appointment of an examiner is in the best
          interests of the creditors, and, the Debtor's fixed,
          liquidated, unsecured debts, other than debts for
          goods, services, or taxes owing to an insider exceed
          $5 million.

As Examiner, Mr. Foraker will have the authority and power to:

     a) investigate all prepetition and postpetition transfers
        by the Debtor, as identified by the Noteholders, to any
        of its affiliates or insiders;

     b) investigate any potential breach of fiduciary duties by
        the Debtor's officers, directors or insiders;
     
     c) report on any potential claims or causes of action,
        including any claim under Chapter 5 of the Bankruptcy
        Code which may exist with respect to any insider; and

     d) evaluate the releases included in the plan of
        reorganization proposed by the Debtor and the adequacy
        of any consideration proposed for such releases.

The Court directs the Debtor, the Noteholders and their respective
professionals to coordinate and cooperate with the Examiner and
provide all documents and information that the Examiner deems
relevant to discharge his duties.

Richard C. Josephson, Esq., Danny C. Kelly, Esq., Peter L.
Borowitz, Esq., and Joan M. Stout, Esq., at Debevoise & Plimpton
LLP represent The Prudential Insurance Company of America and the
Noteholders.

                       About the Motion

The Noteholders -- holding an aggregate claim of $192 million --  
were dissatisfied with the treatment of Insider Claims in the
Amended Plan of Reorganization filed by the Debtor sometime in
July.   

Under the terms of the Amended Plan, all insiders will be released
from all claims of the Debtor's estate, but, these Insiders will
not be released from any claims of the Debtor's creditors.

These Insiders include:

     * Paul G. Allen, sole and direct shareholder of Oregon
       Arena;

     * Trailblazers, Inc., an Oregon corporation that holds an
       NBA Franchise; and
  
     * Oregon Concessions, Inc., which provides concessions and
       catering services to the Debtor.

The Noteholders expressed grave concerns on the Debtor's conduct
and lack of independence in the treatment of these Insiders.

After conferring with Prudential, the Noteholders decided to ask
the Court pursuant to section 1104(c) of the Bankruptcy Code to
direct the U.S. Trustee to appoint a disinterested person to serve
as an examiner for purposes of investigating and reporting on:

     * the Insider Claims;

     * the potential breaches of fiduciary duties by the Debtor
       and its officers and directors; and

     * facts supporting veil piercing claims or the substantive
       consolidation of Trail Blazers Inc., Oregon Concessions
       Inc. or other Insiders into and with the Debtor's estate.

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


ORION TELECOM: Has Until Dec. 31 to Make Lease-Related Decisions
----------------------------------------------------------------
The Honorable Stuart M. Bernstein of the U.S. Bankruptcy Court for
the Southern District of New York approved the extension sought by
Orion Telecommunications Corp. to decide whether to assume, assume
and assign, or reject its unexpired leases of nonresidential real
property.  Judge Bernstein extended the deadline imposed under 11
U.S.C. Sec. 365(d)(4) to December 31, 2004.

The Debtor is party to four unexpired leases and is in the process
of determining:

     * which lease will be needed in the context of future
       operations;

     * which leases are not needed for operations but may have
       assignment value; and

     * which lease should be rejected and the timing for such
       rejection.

Judge Bernstein believes that the extension is in the best
interests of all parties-in-interest.

Headquartered in New York, New York, Orion Telecommunications
Corp. -- http://www.oriontelecommunications.com/-- is a market-  
leading manufacturer and distributor of telecommunication
services. The company filed for chapter 11 protection on April 1,
2004 (Bankr. S.D.N.Y. Case No. 04-12203).  Frank A. Oswald, Esq.,
at Togut, Segal & Segal LLP represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $16,347,957 in total assets and
$97,588,754 in total debts.


PACIFIC ENERGY: Declares Third Quarter Cash Distribution
--------------------------------------------------------
Pacific Energy Partners, L.P. (NYSE:PPX) declared a cash
distribution of $0.4875 per unit for the quarter ended Sept. 30,
2004, payable Nov. 12, 2004, to unitholders of record as of
Nov. 1, 2004.

Pacific Energy Partners, L.P. (Moody's, Ba2 Corporate Credit
Rating) is a Delaware limited partnership headquartered in Long
Beach, California. Pacific Energy Partners is engaged principally
in the business of gathering, transporting, storing and
distributing crude oil and other related products in California
and the Rocky Mountain region. Pacific Energy Partners generates
revenues primarily by charging tariff rates for transporting crude
oil on its pipelines and by leasing capacity in its storage
facilities. Pacific Energy Partners also buys, blends and sells
crude oil, activities that are complimentary to its pipeline
transportation business.


PARKER DRILLING: Incurs $8.2+ Million Charge from Debt Offering
---------------------------------------------------------------
Parker Drilling Company (NYSE: PKD) expects earnings per share for
the third quarter of 2004 to reflect a loss $0.24 - $0.25.  The
loss includes non-routine charges of approximately $10.3 million.  

As disclosed in the Offering Memorandum for $150 million of Senior
Floating Rate Notes issued on September 2, 2004, the Company
incurred charges of approximately $8.2 million.  These charges
were for the 6.54% premium paid on the purchase of $80 million of
the Company's 10.125% Senior Notes tendered pursuant to a tender
offer dated August 6, 2004 and the write-off of debt issuance
costs associated with the debt paid down, and for legal and other
fees.  

Also, the Company expects the courts in Kazakhstan to confirm the
settlement for duties and taxes assessed by the Mangistau Customs
Control in connection with the temporary import status of barge
rig 257, resulting in a charge of $2.1 million.  The short-term
cash impact of the settlement will be in the $4.0 million range,
but approximately half of that amount will be recaptured through
reduced VAT payments over the next six months.  The settlement
will release all claims of the Kazakhstan customs authorities and
the rig will be free to move from port and is expected to commence
operations during the fourth quarter.

Third quarter operating results were negatively impacted due to
several factors, including, the stacking of two barge rigs in
Nigeria that were under contract during the majority of the second
quarter, the slight delay in the startup of the seven Mexico land
rigs when compared to original estimates, the release of rig 236
in Russia during late July, and the stacking of a rig owned by
Tengizchevroil and operated by Parker under a project management
agreement. Quail Tools also experienced a reduction of
approximately $1.0 million compared to the second quarter, the
majority of which was attributable to Hurricane Ivan.  Results
from the Company's Gulf of Mexico barge operations where improved
from the second quarter even though barge rig 76 has been in the
shipyard for upgrades since mid-August Rig 76 is expected to begin
operations in early November on the first deep well of a two-well
contract.

Although a return to profitability is anticipated during the later
part of the fourth quarter, based on anticipated increases in
utilization, the Company currently expects to incur a loss between
$0.05 and $0.10 per share for the quarter.  As mentioned above,
barge rigs 257 and 76 are expected to begin operations during the
fourth quarter.  Barge rig 75 has recently returned to work in
Nigeria and additional work is expected in Papua New Guinea,  
Colombia, and Turkmenistan, being somewhat offset by rig 255
coming off contract in Bangladesh.  Fourth quarter will also
reflect 100 percent utilization in Mexico as all seven land rigs
and one barge rig have been operating since September 20th.  Quail
Tools is expected to continue the strong performance it has been
experiencing this year.  In addition, the rigs in the Gulf of
Mexico should show continued improvement.  For example, workover
rig 26 stacked since 2001, has begun operations in the Gulf of
Mexico.

The Company will host its third quarter conference call at 10 a.m.
CST (11 a.m. EST) on Tuesday, November 2, 2004.  Results for the
quarter will be released that morning prior to the call.  Those
interested in participating in the call may dial in at (303) 262-
2131.  The conference call replay can be accessed from noon CST
November 2, 2004, until 6 p.m. CST November 9, 2004, by dialing
(303) 590-3000 and using the access code 11011921#.  
Alternatively, the call can be accessed live through the Parker
Web site at http://www.parkerdrilling.com/ An archive of the call  
will be available on the Web for 12 months.

                        About the Company

Parker Drilling is a global drilling company providing drilling
rigs, labor management, and rental tools to the energy industry.
Parker's primary business segment is drilling rigs with 21 in the
United States Gulf of Mexico and 44 internationally.

                          *     *     *

As reported in the Troubled Company Reporter on August 19, 2004,
Moody's assigned a B2 rating to Parker Drilling's pending $150
million of senior unsecured floating rate 6 year notes, and
affirmed its existing B2 senior unsecured note and B1 secured bank
debt ratings.


PENN LANDFILL: Wants Ravin Greenberg as Bankruptcy Counsel
----------------------------------------------------------
Penn Landfill Gas Company LLP seeks permission from the U.S.
Bankruptcy Court for the District of New Jersey to hire Ravin
Greenberg PC as its bankruptcy counsel.

Ravin Greenberg is expected to:

     a) give the Debtor advice with respect to its powers and
        duties as debtor-in-possession in the continued      
        operation of its business and in the management of its
        property;

     b) meet with creditors of the Debtor and negotiate a pla of           
        reorganization and to take the necessary legal steps in
        order to confirm said plan, including, if need be,
        negotiating any financing pertaining to said plan;

     c) prepare on behalf of the Debtor, as debtor-in-
        possession, necessary applications, answers, orders,
        reports and other legal papers;

     d) appear before the Court to protect the interests of the
        Debtor and represent the Debtor in all matters pending
        before the Court; and

     e) perform all other legal services for the Debtor as
        debtor-in-possession which may be necessary herein.

Ravin Greenberg's lawyers will bill for their services at their
customary hourly rates:

               Attorney               Rate
               --------               ----
               Howard S. Greenberg    $520
               Nathan Ravin            450
               Stephen B. Ravin        400
               Allan M. Harris         400
               Bruce J. Wisotsky       385
               Larry Lesnik            375
               Morris S. Bauer         365
               Brian L. Baker          275
               Sheryll S. Tahiri       240
               Chad B. Friedman        210

Howard S. Greenberg, a partner at Ravin Greenberg, assures the
Court that the Firm does not hold any interest adverse to the
Debtor and its estate.

Headquartered in Denver, Colorado, Penn Landfill Gas Company LLP,
filed for chapter 11 protection on October 21, 2004 (Bankr. D.
N.J. Case No. 04-43722).  When the Debtor filed for protection
from its creditors, it listed more than $1 million in estimated
assets and below $1 million in estimated debts.


PETCO ANIMAL: Shareholders Register 6.9 Million Shares for Sale
---------------------------------------------------------------
PETCO Animal Supplies, Inc. (Nasdaq: PETC) reported a public
offering of 6,946,909 shares of its common stock by affiliates of
Leonard Green & Partners and Texas Pacific Group, and other
selling stockholders.  After giving effect to the sale, affiliates
of Leonard Green & Partners and Texas Pacific Group will no longer
own any shares of PETCO common stock.  This completes the sale of
all shares of PETCO common stock registered for sale under the
existing shelf registration statement previously filed by the
Company with the Securities and Exchange Commission.  Lehman
Brothers Inc. is the underwriter of the offering. PETCO will not
receive any of the proceeds from the offering.

Copies of the final prospectus supplement and related prospectus,
when available, may be obtained from Lehman Brothers Inc., c/o ADP
Financial Services, Prospectus Fulfillment, 1155 Long Island
Avenue, Edgewood, New York 11717 or by calling (631) 254-7106.

                         *     *     *

As reported in the Troubled Company Reporter on March 8, 2004,
Standard & Poor's Ratings Services raised its ratings on PETCO
Animal Supplies Inc.  The corporate credit rating was raised to
'BB' from 'BB-'.  The outlook is stable.

The upgrade reflects PETCO's improved financial profile and
continued strength in its operations.  Due to the company's better
operating performance and modest debt reduction, credit protection
measures have strengthened.  Standard & Poor's expects PETCO's
operations to remain solid, supported by its successful operating
strategy and merchandising skills.


PMA CAPITAL: Amends $86.3 Million Sr. Convertible Debt Offering
---------------------------------------------------------------
PMA Capital Corporation (NASDAQ:PMACA) reported that, pursuant to
a Registration Statement on Form S-4 filed on October 1, 2004, as
amended on October 5, 2004 and October 21, 2004, it amended its
offer to exchange up to $86,250,000 aggregate principal amount of
newly issued 6.50% Senior Secured Convertible Debentures due 2022
for any and all of the $86,250,000 aggregate principal amount of
its outstanding 4.25% Senior Convertible Debentures due 2022.

Based on discussions with certain of the existing debenture
holders, the Company believes that the amended terms are
acceptable to a significant majority of the existing debenture
holders, subject to review of the Offer documents.

Significant amendments to the Offer terms include:

   (1) the elimination of the optional redemption provisions prior
       to October 30, 2008;

   (2) the addition of a mandatory redemption provision with a
       portion of the proceeds of extraordinary dividends received
       by the Company from its subsidiaries in 2006;

   (3) the addition of a provision which will allow the
       bondholders, upon a call or put event, to elect to receive
       the premium over the principal amount paid to them in the
       form of Class A common stock (with the number of shares
       determined based on a value of $8.00 per share);

   (4) the increase in certain put prices; and

   (5) the reduction of the coupon from 7.50% to 6.50%.

For a complete description of all of the changes made, review
Amendment No. 2 to the Registration Statement and the prospectus
contained in the Registration Statement.

On June 30, 2009, holders of the new debentures will have the
right to require the Company to repurchase any outstanding new
debentures for 114% of the principal amount of the new debentures
plus accrued and unpaid interest, if any, to the settlement date.
Holders may elect to receive the premium of 14% over the principal
amount in either cash or in Class A common stock (with the number
of shares determined based on a value of $8.00 per share).  The
principal amount plus accrued interest will be paid in cash.

The new debentures will bear interest at 6.50%, payable in cash
only and will be convertible at the rate of 61.0948 shares,
equivalent to an initial conversion price of $16.368 per share of
Class A common stock.

The Offer and withdrawal rights have been extended to 12:00
midnight, New York City time, on Wednesday, November 3, 2004, from
12:00 midnight, New York City time, on Tuesday, November 2, 2004.  
The Offer is subject to certain conditions including the consent
of the issuing bank under the Company's letter of credit facility.
As of 5:00 p.m., New York City time, on Thursday, Oct. 21, 2004,
$1,942,000 principal amount of the outstanding debentures had been
tendered.

The purpose of the exchange offer is to refinance the existing
debentures by exchanging them for the new debentures with a later
put date and to attempt to improve the insurer financial strength
ratings of The PMA Insurance Group and the debt ratings of PMA
Capital Corporation.

Additional details regarding the Offer are described in Amendment
No. 2 of the Company's Registration Statement filed with the
Securities and Exchange Commission on October 21, 2004.  Copies of
the Prospectus contained in the Registration Statement may be
obtained from the Information Agent for the Offers Global
Bondholder Services Corporation, at 866-873-7700 (US toll-free)
and 212-430-3774 (collect).

Banc of America Securities LLC is the exclusive dealer manager in
connection with the Offer.  Questions regarding the Offer may be
directed to Banc of America Securities LLC, High Yield Special
Products, at 888-292-0070 (US toll-free) and 704-388-4813
(collect) or Equity-Linked Liability Management, at 888-583-8900,
x 2200 (US toll-free) and 212-933-2200 (collect).

Headquartered in Philadelphia, Pennsylvania, PMA Capital
Corporation -- http://www.pmacapital.com/-- is an insurance  
holding company whose operating subsidiaries provide workers'
compensation, integrated disability and other commercial property
and casualty lines of insurance, primarily in the eastern part of
the United States, underwritten and marketed under the trade name
The PMA Insurance Group.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 12, 2004,
Moody's Investors Service assigned a B3 rating to PMA Capital
Corporation's $86.25 million of 7.5% Senior Secured Convertible
Debentures that it offered to exchange for its currently
outstanding 4.25% Senior Convertible Debentures.  In the same
rating action, Moody's affirmed PMA Capital's long-term debt
ratings (senior unsecured debt at B3).  Moody's rates PMA Capital
Insurance Company B1 and The PMA Insurance Group companies Ba1,
for insurance financial strength, respectively. The outlook for
the ratings is developing.

As reported in the Troubled Company Reporter on Oct. 08, 2004,
Fitch Ratings has upgraded the senior debt and long-term issuer
rating of PMA Capital Corp. to 'B' from 'B-' with a Rating Watch
Positive.

Additionally, Fitch has upgraded the three active primary
insurance subsidiaries:

   -- Pennsylvania Manufacturers Association Insurance
      Company;

   -- Pennsylvania Manufacturers Indemnity Company;
      and

   -- Manufacturers Alliance Insurance Company,
      whose insurer financial strength --IFS -- ratings
      are now 'BB+' from 'BB', with a Rating Watch
      Positive.

Lastly, Fitch has upgraded the IFS rating of PMA Capital Insurance
Company's run-off reinsurance subsidiary to 'B-' from 'CC,' with a
Rating Watch Positive.  All Rating Outlooks are Stable.


PRIMUS KNOWLEDGE: ATG Stockholders Urged to Vote for Purchase Plan
------------------------------------------------------------------
ATG (Art Technology Group, Inc., NASDAQ: ARTG) has adjourned its
special meeting of stockholders that was convened on Friday,
Oct. 22, because the quorum required by the company's by-laws (a
majority of the shares of stock outstanding) was not obtained. The
special meeting has been adjourned until Friday, Oct. 29, 2004, at
10:00 a.m. in order to allow additional time for ATG stockholders
to cast their votes on the acquisition of Primus Knowledge
Solutions, Inc. (NASDAQ: PKSI).

At the time of the adjournment, a preliminary count indicated that
approximately 47% of the outstanding shares were represented at
the special meeting in person or by proxy. A majority of the
shares of stock outstanding is required for a quorum. The shares
present or represented at the meeting were indicated as voting
approximately as follows:

               Issuance of Shares for Primus Acquisition
               -----------------------------------------

                          Number of Shares         Percentage
                       --------------------      -----------------
        For                 32,732,000                94.27%
      Against                1,913,000                 5.51%
      Abstain                   78,000                 0.22%
                       --------------------      -----------------
                            34,723,000                  100%

Under ATG's bylaws 36,944,436 shares would constitute a quorum for
the special meeting.

As more fully described in the Proxy Statement, any stockholder
who may have previously delivered a proxy may revoke it and change
his or her vote on the Proposals by delivering a signed proxy card
bearing a later date. Further, any stockholder who has executed a
proxy but who is present at the continuation of the special
meeting on Oct. 29, 2004, and who wishes to vote in person on the
Proposals may do so by revoking his or her proxy in writing at the
continuation of the special meeting. The final results of voting
at the special meeting, once convened after a quorum is obtained,
could differ materially from the preliminary count above.

Bob Burke, President and CEO of ATG, stated, "The purpose of this
adjournment is to allow sufficient time for a quorum to be
achieved so that the acquisition can be approved. We thank the
large number of stockholders who have submitted proxies in support
of the acquisition and urge all ATG stockholders to vote for the
Primus acquisition today. We are confident that ATG's acquisition
of Primus will result in a stronger company, with improved
prospects for profitability and growth. ATG's Board of Directors
unanimously recommends that all ATG stockholders vote for the
acquisition. Our customers and partners, industry experts and ISS,
the nation's leading independent voting advisory firm, all support
the acquisition."

ATG stockholders who have questions about voting or need
assistance voting their shares, please call MacKenzie Partners,
Inc., toll-free at 1 (800) 322-2885. Stockholders who hold their
shares in a brokerage account or through a bank can vote right now
by telephone or internet by following the directions on their
voting form.

                            About ATG

ATG (Art Technology Group, Inc., NASDAQ: ARTG) delivers innovative
software to help high-end consumer-facing companies create a
richer, more adaptive interactive experience for their customers
and partners online and via other channels. ATG has delivered
category-leading e-business solutions to many of the world's best-
known brands including A&E Networks, American Airlines, AT&T
Wireless, Best Buy, Fidelity Investments, France Telecom, Friends
Provident, Hewlett-Packard, InterContinental Hotels Group,
Kingfisher, Merrill Lynch, Neiman Marcus, Philips, Procter &
Gamble, Target, US Army, US Federal Aviation Administration,
Warner Music, and Wells Fargo. The company is headquartered in
Cambridge, Massachusetts, with additional locations throughout
North America, Europe, and Asia. For more information about ATG,
please visit http://www.atg.com/

                        About the Company

Primus Knowledge Solutions (NASDAQ: PKSI) develops award-winning
software that enables companies to provide a superior customer
experience via contact centers, help desks, Web self-service, and
electronic communication channels. Primus technology powers every
interaction with knowledge to increase customer satisfaction and
reduce operational costs. The company continues to receive
industry accolades for its robust product platform, including a
2004 CRM Excellence Award and 2004 Users Choice Award for
Primus(R) KnowledgeCenter, and "Strong Positive" ratings from
Gartner, the leading provider of research and analysis on global
IT, in both the Web Self-Service Gartner MarketScope for 1H04 and
the ERMS Gartner MarketScope for 1H04. In 2003, Primus received
the STAR Award for "Best Support Technology Vendor" from the
Service & Support Professionals Association (SSPA), was recognized
for its trend-setting products and named one of the "100 Companies
that Matter in Knowledge Management" by KMWorld magazine, and
received the CRM Excellence Award from the editors of Customer
Interaction Solutions magazine. Global organizations such as
Allied Irish Bank, The Boeing Company, CompuCom, EMC, Ericsson,
Inc., Fujitsu Limited, Inc., IBM, HSBC, Orange, Motorola, 3Com,
and T-Mobile rely on Primus technology to enhance their customer
service and support initiatives. Visit http://www.primus.com/for  
more information.

                          *     *     *

                       Liquidity Concerns

In its Form 10-Q for the quarterly period ended June 30, 2004,
filed with the Securities and Exchange Commission, Primus
Knowledge Solutions, Inc., reports:

"Our operations have historically been financed through issuances
of common and preferred stock.  For the six-month period ended
June 30, 2004, we incurred a net loss of approximately $5.1
million and we utilized cash in our operating activities of
approximately $4.6 million.  At June 30, 2004, we have working
capital (current assets minus current liabilities, excluding
deferred revenue) of approximately $7.1 million.  Our management
believes it has sufficient resources to continue as a going
concern through at least June 30, 2005.  Management plans to fund
our growth by generating sufficient revenue from customer
contracts; if they are unable to do so, management would seek to
further reduce operating costs in an attempt to provide positive
cash flows from operations.  There can be no assurance that we
will be able to generate sufficient revenue from customer
contracts, or further reduce costs sufficiently, to provide
positive cash flows from operations.  If we are not able to
generate positive cash flows from operations, we will need to
consider alternative financing sources.  Alternative financing
sources may not be available when and if needed by us or on
favorable terms."


PROXIM CORP: Stockholders Approve Final Phase of Simplication Plan
------------------------------------------------------------------
Proxim Corporation's (Nasdaq: PROX) stockholders approved the
final phase of its capital structure simplication plan. The final
tally of stockholder votes was 98 percent of the votes cast voting
in favor of the proposal.

Effective Friday, Oct. 22, Warburg Pincus and BCP Capital will
surrender:

   -- all of their Series A convertible preferred stock,
   -- all of their Series B convertible preferred stock and
   -- all of their common stock warrants

in exchange for an aggregate of 164,000,000 shares of Proxim
common stock and 400,000 shares of newly designated Series C
preferred stock. The Series C preferred stock issued to Warburg
Pincus and BCP Capital is non-voting and nonconvertible into
common stock, and it is mandatorily redeemable in 2012.

Stockholders also authorized Proxim's Board of Directors to effect
a 1-for-10 reverse stock split of Proxim's outstanding common
stock. The reverse stock split is anticipated to be effective
Monday, Oct. 25, 2004. Upon effectiveness, Proxim believes this
action will result in Proxim regaining compliance with NASDAQ
listing requirements. For the 20 trading days following the
effective date of reverse stock split, Proxim's common stock will
trade on the NASDAQ National Market under the symbol "PROXD" to
reflect the change.

"We are pleased that our stockholders have overwhelmingly approved
the final phase of Proxim's capital structure simplification
plan," said Frank Plastina, Chairman and Chief Executive Officer
at Proxim. "We are also gratified that our major investors have
shown confidence in Proxim's opportunities by their willingness to
take a common stake in our success."

At their fully accreted value, the exchanged shares of Series A
convertible preferred stock and Series B convertible preferred
stock held by Warburg Pincus and BCP Capital would have converted
into a total of approximately 158 million shares of common stock.
Additionally, the warrants exchanged by Warburg Pincus and BCP
Capital could have been exercised for approximately 42 million
shares of common stock at specified exercise prices.

By surrendering all of their Series A convertible preferred stock,
all of their Series B convertible preferred stock and all of their
common stock warrants in exchange for 164 million shares of common
stock and 400,000 shares of nonconvertible Series C preferred
stock, Warburg Pincus and BCP Capital have waived their rights to
the liquidation preference on those earlier holdings, including
future accretion to which Warburg Pincus and BCP Capital would
have been entitled. As described more fully in Proxim's public
filings, Proxim's Series C preferred stock offers a significantly
lower liquidation preference than the Series A convertible
preferred stock and Series B convertible preferred stock, reducing
the maximum liquidation preference to which Warburg Pincus and BCP
Capital are entitled by approximately $143 million. By receiving
common stock in exchange for their preferred holdings, Warburg
Pincus and BCP Capital have more closely aligned their interests
with those of other common stockholders.

                           About Proxim

Proxim(R) Corporation is a global leader in wireless networking
equipment for Wi-Fi and broadband wireless networks. The company
provides enterprise and service provider customers with wireless
solutions for the mobile enterprise, security and surveillance,
last mile access, voice and data backhaul, public hot spots, and
metropolitan area networks. Product families include the Award-
winning ORiNOCO Wi-Fi products, Tsunami Ethernet bridges, and Lynx
point-to-point digital radios. Proxim is a principal member of the
WiMAX Forum(TM) and a member of the Wi-Fi(R) Alliance. The company
is publicly traded on the NASDAQ under the symbol PROX and is on
the Web at http://www.proxim.com/

                       Going Concern Doubt

As reported in the Troubled Company Reporter's March 24, 2004
edition, Proxim Corporation's financial statements for the year
ended December 31, 2003, issued on March 11, 2004 and filed on
March 15, 2004 with the Securities and Exchange Commission in the
Company's Annual Report on Form 10-K, contained a going concern
qualification from its auditors.


QUIGLEY COMPANY: Debtor & Pfizer Don't Want Judge Beatty to Go
--------------------------------------------------------------
Quigley Company, Inc., and Pfizer Inc., don't support a motion by
the Official Committee of Unsecured Creditors (comprised of
asbestos claimants) appointed in Quigley's chapter 11 case asking
the Honorable Prudence Carter Beatty to recuse herself from
further participation in the bankruptcy proceeding.   Pfizer says
Judge Beatty's comments from the bench at the First Day Hearing in
Quigley's chapter 11 case "do not rise to the level of deep seated
favoritism or antagonism as to render fair judgment impossible,
thereby requiring recusal" pursuant to Section 455 of the
Judiciary Procedures Code.  Quigley says the Committee bases its
request on "out-of-context excerpts from the hearing transcripts."

As previously reported in the Troubled Company Reporter, the
Official Committee of Unsecured Creditors was offended by comments
Judge Beatty made from the bench at the First Day Hearing in
Quigley's case. She questioned:

     -- the extent of the Debtor's asbestos-related liability,
     -- the legitimacy of asbestos-related claims, and
     -- the number of legitimate claimants.

Judge Beatty suggested that claimants might have to prove their
claims.

When lawyers at Weitz & Luxenberg told Judge Beatty they
represented 20% of claimants against Quigley, she asked, "Haven't
I seen the name of your firm on subway train ads, looking for more
people?"

A full-text copy of the Committee's Recusal Motion and Memorandum
of Law is available at no charge at:

     http://bankrupt.com/misc/102-A.pdf

and a transcript of the First Day Hearing the Committee finds
offensive is available at no charge at:

     http://bankrupt.com/misc/102-B.pdf

Elihu Inselbuch, Esq., Peter Van N. Lockwood, Esq., Walter B.
Slocombe, Esq., Albert G. Lauber, Esq., and Preston Burton, Esq.,
at Caplin & Drysdale, Chartered, represent the Committee.

Judge Beatty will hold a hearing to consider the Committee's
motion on Nov. 1, 2004, in Manhattan.

Headquartered in Manhattan, Quigley Company is a subsidiary of
Pfizer, Inc., which used to produce and market a broad range of
refractories and related products to customers in the iron, steel,
glass and other industries. The Company filed for chapter 11
protection on Sept. 3, 2004 (Bankr. S.D.N.Y. Case No. 04-15739) to
resolve legacy asbestos-related liability. When the Debtor filed
for protection from its creditors, it listed $155,187,000 in total
assets and $141,933,000 in total debts. Pfizer has agreed to
contribute $405 million to an Asbestos Claims Settlement Trust
over 40 years through a note, contribute approximately $100
million in insurance, and forgive a $30 million loan to Quigley.
Michael L. Cook, Esq., at Schulte Roth & Zabel LLP, represents the
Company in its restructuring efforts.


RACE POINT: Fitch Holds BB- Rating on $21M Class D Sr. Sec. Notes
-----------------------------------------------------------------
Fitch Ratings affirms five classes of notes issued by Race Point
CLO, Ltd.  These affirmations are the result of Fitch's rating
review process.  These rating actions are effective immediately:

   -- $327,000,000 class A-1 senior secured notes affirmed at
      'AAA';

   -- $71,000,000 class A-2 senior secured notes affirmed at
      'AA-';

   -- $22,000,000 class B senior secured notes affirmed at 'A-';

   -- $20,000,000 class C senior secured notes affirmed at 'BBB';

   -- $21,000,000 class D senior secured notes affirmed at 'BB-'.

Race Point is a collateralized loan obligation managed by Sankaty
Advisors LLC.  The CLO was issued Nov. 20, 2001 and comprises
approximately 80% senior secured loans and 20% high yield bonds.  
Included in this review, Fitch discussed the current state of the
portfolio with the asset manager and their portfolio management
strategy.

Since the last rating action, the collateral has continued to
perform.  The weighted average rating factor (WARF) has increased
slightly from 49 ('B+') to 51 ('B+'/'B'). Currently, the portfolio
has no defaulted assets.  The 'CCC+' and below rated assets
represent less than 4% of the total collateral balance.  Sankaty
has been successfully managing this portfolio and, as a result,
the issuer is currently passing all of its performance tests.

The ratings of the class A-1 and class A-2 notes address the
likelihood that investors will receive full and timely payments of
interest as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.  The
ratings of the class B, class C, and class D notes the likelihood
that investors will receive ultimate and compensating interest
payments as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.

As a result of this analysis, Fitch has determined that the
current ratings assigned to the class A-1, class A-2, class B,
class C, and class D notes still reflect the current risk to
noteholders.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  For more information on the Fitch
VECTOR Model, see 'Global Rating Criteria for Collateralised Debt
Obligations,' dated September 13, 2004, and also available at on
the Fitch Ratings web site at http://www.fitchratings.com/


RELIANCE GROUP: Gets Court Nod to Sell Tax Parcel to TSS for $710K
------------------------------------------------------------------
M. Diane Koken, the Insurance Commissioner of Pennsylvania and
Liquidator of Reliance Insurance Company, sought and obtained the
Commonwealth Court's permission to sell King County Tax Parcel
926501-0100-09 to TSS, LLC.  The Tax Parcel consists of 2.72
acres and is also known as Lot 10, West Campus Office Park.  TSS
is a privately held company that is engaged in real estate
development.

At the time of insolvency, RIC owned several parcels of real
property in the City of Federal Way, King County, Washington.
The Property was purchased in 1993 as part of a larger 5.73-acre
land purchase for $1,500,000, or $6.00 per square foot.

Two other parcels in the West Campus Office Park, namely Lot 2
and Lot 3, were already sold.

GVA Kidder Matthews represented RIC as broker.  Western
Commercial Real Estate acted as co-broker under an agreement with
TSS.  GVA Kidder Matthews actively marketed the Property for
almost four years.  This was the first offer for the Property
received.

TSS will pay $710,000 for the Property, or $5.99 per square foot.
TSS has already paid a $20,000 cash deposit into escrow.  TSS has
also delivered a Note to the escrowee, First American Title
Insurance Company, for an additional $20,000.  TSS agreed to
accept the Property in "as-is" condition.

RIC's closing expenses are limited to the cost of preparing the
Deed, payment of real estate transfer taxes, costs of a standard
owner's title insurance policy, half of any escrow or closing
charge or settlement fees, and its own attorneys' fees.

RIC will pay GVA Kidder Matthews a commission of 6% of the
purchase price, or $42,600.  GVA Kidder Matthews will pay Western
Commercial Real Estate a commission, independent of RIC.

The Liquidator obtained the advice of Cushman & Wakefield's
appraisal unit.  As of June 23, 2004, appraiser Frank J. Rojas,
Associate Director of the Valuation Services-Advisory Group at
C&W, determined that the value of the Property was $710,000.
Therefore, the terms of the transaction are fair to RIC and in
the best interests of the estate, its policyholders, claimants
and the general public.

TSS is financially able to consummate the transaction.  TSS
claims to have combined assets of over $12,000,000 and a net
worth of around $11,000,000.  Anthony Starkovich, one of the
principals of TSS, confirmed that he has personal assets
sufficient to complete the transaction.

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


RELIANCE GROUP: ReadyTemp Will Appeal Adverse Insurance Decision
----------------------------------------------------------------
RemedyTemp, Inc. (Nasdaq:REMX), which operates as Remedy
Intelligent Staffing(R) and RemX(R) Specialty Staffing, will ask
the California Supreme Court to review the ruling by a California
Court of Appeal panel that the insurers that covered RemedyTemp's
client firms, and not the California Insurance Guaranty
Association, are responsible for the claims of approximately 500
RemedyTemp employees insured by the defunct Reliance National
Insurance Company. CIGA is a body created by law to cover the
obligations of failed insurers.  A copy of the California Court of
Appeal's ruling is available at no charge at:

     http://bankrupt.com/misc/B167017.pdf

"We are disappointed that the Court did not enforce the
legislature's 1995 decision to eliminate unnecessary, duplicative
insurance expense and relieve our clients of the cost and
unpredictability of having to insure temporary staff, along with
their own employees," said Greg Palmer, RemedyTemp's president and
chief executive officer. "California employers clearly won the
right to rely on the insurance bought by temporary staffing
companies for their employees, rather than having to cover
temporary workers under their own insurance. That was the basis on
which we did business. The Court's decision effectively rewrites
contracts that temporary staffing companies, their clients and
those clients' insurers all made based on that understanding."

Reliance was declared insolvent in 2001, after which time
RemedyTemp asked CIGA to assume Reliance's obligations on behalf
of its injured employees. In its ruling, the California Court of
Appeal stated that CIGA was excused from covering the claims,
which must instead be paid by the insurers that covered
RemedyTemp's clients during the same period. RemedyTemp contends
that with this ruling, responsibility for claims by temporary
workers is being shifted onto insurers that had not collected
premiums for such workers, and in some cases onto RemedyTemp
clients, who had to satisfy deductibles under their own policies
and face increased premiums from their insurers.

"The Court's ruling could affect thousands of companies that, in
part, rely on temporary staffing to avoid the costly overhead
associated with carrying additional workers' compensation
insurance," Mr. Palmer said. "Moreover, it causes RemedyTemp to
face the prospect of customer dissatisfaction and potential claims
by clients for reimbursement of insurance policy deductibles and
other uninsured losses. This is an important issue for all
temporary staffing companies that we strongly believe should be
heard by the state's highest court."

RemedyTemp said if the California Supreme Court agrees to hear the
appeal, it does not expect a decision until sometime in 2005.

Despite the company's determination to pursue the review process,
there can be no assurance that further judicial review will be
granted, or that the company will ultimately succeed in
overturning the Court's decision. In the event of an unfavorable
outcome, Remedy may be obligated to reimburse certain clients, and
believes that it would consider reimbursement of other clients for
actual losses incurred as a result of an unfavorable ruling in
this matter. If CIGA is permitted to join Remedy's customers, thus
triggering the clients' insurance carriers' obligation to respond
to the claims of Remedy's employees, the exposure to Remedy
becomes a function of the ultimate losses on the claims and the
impact of such claims, if any, on the clients' insurance coverage,
including the clients' responsibility for any deductibles or
retentions under their own workers' compensation insurance.

Although the company has received data from the trustee for
Reliance regarding outstanding claims that CIGA has attempted to
pursue against the company's current and former clients, the
company is currently unable to ascertain the specific details
regarding the insurance coverage of its affected clients or the
impact of an unfavorable ruling on such coverage. The losses
incurred to date represent amounts paid to date by the trustee and
the remaining claim reserves on open files. At this time, the
company believes that it is unable to determine if the remaining
reserves on the claims are appropriate or adequate, since the
company has not been able to gain access to the files due to
pending litigation. Further, the company believes its exposure in
this matter is not the remaining claims liability, but rather a
function of the impact of such claims, if any, on the clients'
insurance costs.

                      About RemedyTemp, Inc.
                      
RemedyTemp, with 235 offices throughout North America, is a
professional staffing organization focused on delivering human
capital workforce solutions in various business sectors. For
additional information about RemedyTemp visit
http://www.remedytemp.com/


REXPLEX (NJ) LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Rexplex (NJ) LLC
        1001 Ikea Drive
        Elizabeth, New Jersey 07201

Bankruptcy Case No.: 04-43838

Type of Business:  The Company provides sports and entertainment
                   facilities to leagues, tournaments, and events
                   of all kinds.  See http://www.rexplex.com/

Chapter 11 Petition Date: October 22, 2004

Court: District of New Jersey (Newark)

Judge: Morris Stern

Debtor's Counsel: Gary N. Marks, Esq.
                  Norris, McLaughlin & Marcus, PA
                  721 Route 202-206, PO Box 1018
                  Somerville, New Jersey 08876
                  Tel: (908) 722-0700

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 largest unsecured creditors:

    Entity                                Claim Amount
    ------                                ------------
Rob Lazarowitz                                $630,000
144 Delaware Lane
Franklin Lakes, New Jersey 07417

Fun Station Association                       $519,500
36 Forest Avenue
Lynbrook, New York

Ikea Retail Management, LP                    $319,167
1001 Ikea Drive
Elizabeth, New Jersey 07201

Ken Pasternak                                 $250,000
50 Tyce Boulevard
Woodcliff Lake, New Jersey 07677

Playfield International                        $84,994

Gary Shangold                                  $50,000

Steve Linville                                 $34,615

Amper, Politzner & Mattia                      $31,339

Matt and Trish Perkins                         $30,000

PSE&G                                          $29,700

Moscow Circus                                  $27,000

Brian Nelson                                   $25,000

GMR & Company, LLC                             $22,000

NCAL, LLC                                      $22,000

Todd and Lauren Althoff                        $20,000

RPR Consulting                                 $16,396

Rich Bartlett                                  $13,000

New Jersey Online                              $12,500

DiFrancesco, Bateman, Coley, Yospin            $10,286
Kunzman, Davis & Lehrer, PC

Dell Account                                    $9,497


RIVERSIDE FOREST: Recommends Tolko's Bid as Interfor Backs Out
--------------------------------------------------------------
Riverside Forest Products Ltd. (TSX: RFP) reported that
International Forest Products Limited (TSX: IFP.A) terminated the
pre-acquisition agreement pursuant to which Interfor was to
acquire all of Riverside's outstanding shares.

                       Interfor Explains

"We have reviewed a variety of alternatives," said Duncan Davies,
President and CEO of Interfor. "However, we have concluded that
increasing our offer or significantly revising the form of
consideration offered to Riverside shareholders would be
inconsistent with our financial discipline and not in the best
interests of our existing shareholders."

Davies cited the current market environment and the recent
increase in the value of the Canadian dollar as contributing
factors to Interfor's decision.

Interfor also terminated the lock-up agreements with certain
executive officers of Riverside, who had agreed to tender their
shares to the Interfor offer.  Under the terms of the
terminations, Interfor has received a break fee of $11 million
from Riverside.

"We have a great deal of respect for the Riverside organization
and its people and we believe the two companies together would
have been a very good fit," Davies said.  "Going forward, Interfor
will continue to pursue opportunities that fit with the company's
overall growth strategy.  In the meantime, we would like to extend
our best wishes to both Riverside and Tolko."

                  Riverside's Board Says "Go!"

Riverside's Board of Directors voted unanimously to recommend that
Riverside shareholders tender into Tolko Industries' all-cash
offer to purchase all outstanding Riverside shares for $40 per
share.  The Tolko offer expires at 12:05 am (Vancouver time)
today, October 26.

"Our goal throughout this process has been to maximize value for
Riverside Forest Products and its shareholders," said Gordon W.
Steele, Chairman and Chief Executive Officer.  "We are satisfied
that we have achieved that goal.  At $40 per share, we will have
increased shareholder value by 70% since August 24th, the day
before we announced Tolko's interest in acquiring Riverside. On
behalf of Riverside's shareholders, I want to thank our directors
and particularly the members of the special committee for their
extraordinary efforts over the past two months."

Mr. Steele said that if Tolko is successful in acquiring Riverside
he and his management team will work to ensure a smooth transition
to new leadership.

                      Tolko Quite Pleased

Trevor Jahnig, Tolko's Vice-President of Finance & CFO said: "We
are very pleased that Riverside's Board is supporting our bid. As
I have said before, we believe Tolko is the strategic buyer and
the combination of Tolko and Riverside is the best fit for the
assets, the employees, the communities and the utilization of the
forest resource."

"Riverside's management has indicated that they will work with
Tolko to ensure a smooth transition and we are looking forward to
working together during the transition period."

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

                         *     *     *

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

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


SECOND CHANCE: Bankruptcy Court Approves First Day Motions
----------------------------------------------------------
The Honorable Jeffrey R. Hughes of the U.S. Bankruptcy Court for
the Western District of Michigan issued a series of rulings last
week that allow Second Chance Body Armor, Inc., to continue its
operations and gives the company access to working capital to pay
employees, sales representatives and suppliers to ensure the
continued flow of body armor to its customers.

Under a deal with Comerica Bank, the company's prepetition lender,
Second Chance can use cash collateral securing repayment of the
loan to pay postpetition operating expenses.  The company's body
armor warranty program will continue postpetition and the company
will maintain its products liability insurance policies.

"These are all very positive developments," CEO and president Paul
Banducci said. "[These rulings] will allow us to stay in business
and continue to serve our customers, while keeping our employee
base and meeting our financial obligations."

"For almost a year management has been involved in these draining
Zylon related legal actions, leaving us no time to run the
company," Mr. Banducci said when the company filed for chapter 11
protection.  "We intend to stop spending money and resources on
the litigation.  The filing will allow Second Chance management to
focus on the management of the business so as to continue to serve
its law enforcement and military customers."  Second Chance has
been the target of numerous lawsuits from class action lawyers and
state attorneys general.  

Based in Central Lake, Michigan, Second Chance Body Armor, Inc. --
http://www.secondchance.com/-- manufactures wearable and soft
concealable body armor.  The Company filed for chapter 11
protection on Oct. 17, 2004 (Bankr. W.D. Mich. Case No. 04-12515).  
Stephen B. Grow, Esq., at Warner Norcross & Judd, LLP, represents
the Company in its restrcuturing.  The company estimates assets
and liabilities of $10 million to $50 million.  


SPIEGEL INC: Wants Court OK to Terminate Executive Retirement Plan
------------------------------------------------------------------
On August 10, 1993, the Congress enacted the Omnibus Budget  
Reconciliation Act of 1993, which includes a series of provisions  
that impacted the way retirement benefits are provided to highly  
compensated individuals, and indirectly, to non-highly  
compensated individuals.

Generally, the OBRA limited the amount of annual compensation  
that may be considered under a qualified retirement plan or  
annuity for purposes of determining the amount of a participant's
contributions or benefit accrual under the plan and in  
determining the amount of an employer's plan contributions that  
is deductible for a particular year.  Spiegel Inc. and its debtor-
affiliates understand that the OBRA's overall effect was to cause
a decline in contributions and benefit accruals to certain highly
compensated individuals.

In 1999, Spiegel, Inc., established an unfunded Supplemental  
Executive Retirement Plan for the purpose of providing certain  
key executives the opportunity to restore certain benefits that  
were reduced by the limitations imposed by the OBRA.  The SERP  
provides supplemental benefits designed to achieve competitive  
income replacement levels for eligible Spiegel Group key  
executives:

   (A) Supplemental Employer Matching Contribution

       This benefit is available to certain Key Executives
       participating in "The Spiegel Group Value in Partnership
       Profit Sharing and 401(k) Savings Plan" whose matching
       contribution under that plan was limited by 28 U.S.C.
       Sections 401(a)(17) or 402(g).  This benefit is equal to
       the difference between:

          (i) the matching contribution that the Key Executive
              would have received under the Qualified Plan had
              no Internal Revenue Code Limitations been imposed
              on the matching contributions; and

         (ii) the matching contribution actually received by the
              Key Executive.

   (B) Supplemental Profit Sharing Contribution

       This benefit is available to Key Executives participating
       in the Qualified Plan whose profit sharing contribution
       under that plan was limited by the Internal Revenue Code
       Limitations.  This benefit equals the difference between:

          (i) the profit sharing contribution the Key Executive
              would have received under the Qualified Plan if
              there were no Internal Revenue Code Limitations;
              and

         (ii) the amount actually received by the Key Executive
              under the Qualified Plan.

   (C) Additional Contribution on Compensation Exceeding the
       Social Security Taxable Wage Base

       This benefit is available to Key Executives participating
       in the Qualified Plan and the "The Spiegel Group Long Term
       Incentive Plan" or whose eligibility is otherwise approved
       by the Spiegel Group's Board of Directors.  This benefit
       equals 4% of the portion of the Key Executive's base
       compensation and annual incentive that exceeds the taxable
       wage base established by certain Social Security
       regulations.

   (D) Enhanced Profit Sharing Contribution on Annual Incentive

       This benefit is available to Key Executives participating
       in the Qualified Plan and the Long Term Incentive Plan or
       whose eligibility is otherwise approved by the Spiegel
       Group's Board of Directors.  This benefit equals the
       profit sharing contribution percentage determined for that
       year under the Qualified Plan multiplied by the Key
       Executive's annual incentive calculated for that year.

Regarding the employer contributions under the SERP, the Debtors  
have either made contributions to a "rabbi trust" administered by  
Fidelity Management Trust Company, or have accrued the amounts of  
contributions on Spiegel's books and records.  Specifically, the  
Debtors have accrued the 2002 contribution and the 2003  
contribution.

As the SERP funds provided to Fidelity are held in a rabbi trust,  
and not a legally recognized trust, the SERP funds were property  
of the Spiegel Group before the Petition Date, and are property  
of the Debtors' Chapter 11 estates.  In fact, the SERP  
Participant Guide expressly advised the SERP Participants that  
"[i]n case of Company bankruptcy or insolvency, the trust is  
returned to the Company and is subject to the claims of general  
creditors."

James L. Garrity, Jr., Esq., at Shearman & Sterling, LLP, in New  
York, tells the Court that as of October 1, 2004, 48 current and  
former Key Executives are participating in the SERP.  The SERP  
Participants do not include six former Key Executives who agreed,  
pursuant to certain severance or separation agreements, to waive  
any and all claims they may have held under the SERP.

As a result of attrition, various restructuring initiatives, and
the sales of the Spiegel Catalog and Newport News businesses,  
only 14 of the 48 SERP Participants are currently employed by the  
Debtors.  These current employees are eligible for certain  
bonuses under either the postpetition Key Employee Retention  
Program or the employment agreements that have been approved by  
the Court.

Mr. Garrity explains that each SERP Participant holds a general  
unsecured claim against the Debtors in respect of the SERP that  
is equal to the sum of:

     (i) the amount that Spiegel contributed to the SERP Rabbi
         Trust in respect of that employee;

    (ii) the earnings or losses on this amount as of the Petition
         Date;

   (iii) the amount accrued for by the Debtors with respect to
         the employee's 2002 SERP contribution; and

    (iv) the amount accrued for by the Debtors with respect to
         the employee's 2003 SERP contribution that relates to
         the prepetition period during that year.

Subsequently, the Debtors realized that terminating the SERP  
would be in the best interests of their estates, their creditors,  
and other parties-in-interest.  The SERP document expressly  
provides that the Debtors have the right to terminate the SERP at  
any time.

With respect to each SERP Participant's employment during the  
postpetition period, the Debtors maintain that each employee  
holds an administrative expense claim equal to the portion of the  
2003 contribution that relates to the period of that person's  
postpetition employment, and all earnings or losses on the funds  
held in the SERP Rabbi Trust that are attributable to that person  
and that accrued during that person's postpetition employment.

The Debtors note that three former executives who are SERP  
Participants entered into severance or separation agreements that  
provided, among other things, that the executives waived any and  
all claims to the 2003 contribution, as well as any postpetition  
earnings on the funds held in the SERP Rabbi Trust that were  
attributable to the persons.  In addition, one former executive  
entered into a separation agreement that provided for the waiver  
of any and all claims with respect to postpetition earnings on  
the funds held in the SERP Rabbi Trust that were attributable to  
that executive.

Mr. Garrity believes that the Debtors' treatment is entirely  
consistent with Section 503(b)(1)(A) of the Bankruptcy Code,  
which provides, in relevant part, that administrative expenses  
include the actual, necessary costs and expenses of preserving  
the estate, including wages, salaries, or commissions rendered  
after the commencement of the case.  The SERP Participants will  
only be receiving an administrative expense claim that  
corresponds to (i) the amounts accrued for on the company's books  
and records for the 2003 postpetition period and (ii) the  
earnings or losses on funds held in the SERP Rabbi Trust that are  
attributable to that person, in each case in respect of and  
during the SERP Participants' postpetition employment.

The Debtors anticipate that proceeds from the liquidation of the  
SERP Rabbi Trust will total approximately $1.5 million.  The  
total prepetition contributions accrued for by the Debtors are  
approximately $353,000, and the postpetition accrued   
contributions are approximately $150,000.  As of September 29,  
2004, the SERP Rabbi Trust had realized approximately $150,000 in  
postpetition earnings.

By this motion, the Debtors seek the Court's authority to  
terminate the SERP and to pay the SERP Administrative Expense  
Claims.

The Debtors assure Judge Blackshear that they will amend their  
Schedules of Assets and Liabilities to reflect that each of the  
SERP Participants holds a Prepetition SERP Claim against Spiegel.   
The Debtors will also amend their Schedules to reflect that  
certain former executives waived any and all claims under the  
SERP.  Each person's claim that is reflected in the amended  
Schedules will have the opportunity to file a proof of claim in  
respect of their Prepetition SERP Claim if the person disagrees  
with the Debtors' calculation of the claim.  The Prepetition SERP  
Claims will be satisfied under a reorganization plan.

The Debtors will pay the Administrative Expense SERP Claims upon  
termination of the SERP and the SERP Participant's execution of a  
letter agreement pursuant to which the Debtors and the SERP  
Participant agree on the amount of the person's Prepetition SERP  
Claim and Administrative Expense SERP Claim.  In the event a SERP
Participant declines to execute the SERP Claim Letter, the  
Debtors reserve the right to satisfy the person's Administrative  
Expense SERP Claim on the Plan effective date.

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


ST. JOSEPH PRINTING: S&P Junks Senior Unsecured Debt Rating
-----------------------------------------------------------
Standard & Poor's Rating Services lowered its long-term corporate
credit rating on St. Joseph Printing Ltd. to 'B' from 'B+'.  At
the same time, the rating on the company's senior unsecured debt
was lowered to 'CCC+' from 'B-'.  The outlook is negative.

"The downgrade reflects Concord, Ontario-based St. Joseph's
continued weak operating performance due to soft earnings.  The
company's operating performance weakened in the first half of
2004, with EBITDA (excluding nonrecurring charges) dropping 21%
compared with the same period a year earlier, and the EBITDA
margin declining to 11.2% from 13.5% in the same period," said
Standard & Poor's credit analyst Lori Harris.  Standard & Poor's
believes that the company will continue to be challenged by the
highly competitive environment in which it operates, given weak
print pricing and volume pressures. In addition, the company is
exposed to soft demand in the government print segment, which
might not recover as quickly as expected.

The ratings on St. Joseph reflect the company's high debt
leverage, reduced profitability, customer concentration, limited
geographic diversity, and a relatively weak market position in the
highly competitive printing industry.  These factors are partially
mitigated by St. Joseph's modern and efficient operations, as well
as the integration and growth potential of content creation and
digital printing platforms.

St. Joseph is the distant third-largest Canadian commercial
printer, operating printing facilities in Ottawa and Toronto.
These facilities serve the retail and commercial markets, and the
historically more stable magazine and government segments.  The
outlook is negative.

The ratings could be lowered further if the company's operating
and financial performance do not improve in the near term.
Furthermore, failure to secure a new financing commitment in the
near term, to retire the C$75 million senior unsecured notes,
could prompt a ratings downgrade.


SYRATECH CORP: Talking with Noteholders About a Restructuring
-------------------------------------------------------------
On Oct. 1, 2004, Syratech Corporation entered into a letter
agreement with certain holders of the Company's 11% Senior Notes
due 2007, regarding a potential recapitalization or restructuring
of, or other financial options for, the Company.  In connection
with the Noteholder Confidentiality Agreement, the holders of the
Notes formed an ad hoc committee and hired:

     * Anderson Kill & Olick, P.C., for legal advice; and

     * Houlihan Lokey Howard & Zukin Financial Advisors, Inc.,
       as their financial advisors.  

The Company also entered into confidentiality agreements with
Anderson Kill & Olick, P.C. and with Houlihan Lokey Howard & Zukin
Financial Advisors, Inc.

On Oct. 4, 2004, pursuant to the terms of the Noteholder
Confidentiality Agreement, the Company held discussions with the
Noteholder Committee and their respective advisors to discuss the
parameters of a Potential Transaction.  At the meeting, the
Company provided material non-public financial and other business
information to the Noteholders including the Companys projected
fiscal year 2004 and 2005 performance, and comparative revenues
for the Company for fiscal years 2002, 2003 and 2004.  In
addition, the Company's management also discussed publicly
available information, including industry trends in the tabletop,
home decor, and gift industry.  Pursuant to the Noteholder
Confidentiality Agreement, the Noteholders were barred from
disclosing or benefiting in any fashion from the Confidential
Information.  The Company agreed to make public the Confidential
Information on Oct. 15, 2004, and did.  

The Confidential Information, prepared by Peter J. Solomon Company
L.P. (hired on Aug. 11, 2004, as the Company's financial advisor
to assist in negotiations with creditors), provides these sales
and earnings projections:

                      Syratech Corporation
                        ($'s in millions)

                                                 Forecasted Range
                         Actual       Projected       2005
                      2002     2003     2004     Low       High
                      ----     ----   ---------  --------------
Net Sales
   Tabletop          $94.0    $86.8     $87.0     $85.0   $94.0
   Home Decor         81.0     84.7      66.5      65.0    70.0
   Gifts              34.0     31.5      22.0      21.0    25.0
                     -----    -----     -----     -----   -----
   Total             209.0    203.0     175.5     171.0   189.0

Operating Income                         (2.1)      2.2     7.0

EBITDA                                    2.7       5.2    10.2

Gregory W. Hunt, Syratech's Executive Vice President, Chief
Financial Officer and Treasurer, advises that the Company is
continuing its discussions with the Noteholder Committee regarding
the parameters of a Potential Transaction.

On Oct. 15, 2004, the Company was required to make a $6,505,000
semi-annual interest payment to the Noteholders.  It didn't.  The
Indenture governing the Notes provides a 30-day grace period
before the non-payment triggers an Event of Default.

The Company owes approximately $118,271,000 of principal to the
11% Senior Noteholders.  The Senior Notes are general unsecured
obligations of the Company and rank pari passu in right of payment
with all current and future unsubordinated indebtedness of the
Company, including borrowings under the company's Revolving Credit
Facility.

Also on Oct. 15, 2004, the Company entered into an Amendment,
Acknowledgement and Limited Waiver with Bank of America, N.A., and
Congress Financial Corporation (Southwest), the Lenders under its
$70,000,000 Amended and Restated Loan and Security Agreement dated
as of Mar. 26, 2004.  The Company's obligations under the
Revolving Credit Facility are secured by inventory and accounts
receivable.  Pursuant to the Waiver, the Lenders agreed to waive
any default under the Credit Agreement that might exist as of
Oct. 16, 2004 arising from the Company's non-payment of the
Interest Payment.  The Company paid the Lenders a $175,000 fee for
this Waiver.  

Headquartered in East Boston, Massachusetts, Syratech Corporation
designs, manufactures, imports and markets a diverse portfolio of
tabletop, giftware and products for home entertaining and
decoration.  The Company is one of the leading domestic
manufacturers and marketers of sterling silver flatware and
sterling silver and silver-plated hollowware.  The Company also
offers a number of other complementary tabletop, giftware and
products for home decoration including stainless steel flatware,
picture frames, photo albums, photo storage, glassware, crystal,
ceramics, lawn and garden and seasonal decorations and ornaments,
lighting, and small furnishings.  The Company has positioned
itself as a single-source supplier to retailers by offering a wide
assortment of products across multiple price points through its
"good-better-best" strategy. This strategy enables the Company to
sell its products through a broad array of distribution channels,
including retail specialty stores, department stores, specialty
mail order catalogue companies, mass market merchandisers,
warehouse clubs, premium and incentive marketers, drug store
chains, supermarkets and home centers. The Company markets its
products under numerous and well-recognized tradenames including
the Company owned Towle Silversmiths(R), Wallace Silversmiths(R),
International Silver Company(R), and Rochard(R) and Silvestri(R)
tradenames, and under license agreements, the tradenames
Cuisinart(R), Spode(TM), and Vera Wang(R).

At June 30, 2004, the Syratech Corporation's balance sheet showed
$82.9 million in assets, $169.8 million in liabilities and an
$86.9 million shareholder deficit.  


TACTICA INTL: Files for Chapter 11 Protection in S.D. New York
--------------------------------------------------------------
IGIA, Inc., reported that Tactica International, Inc., its wholly
owned subsidiary filed a voluntary petition for protection under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court for the Southern District of New York.  

A summary of the chapter 11 petition and list of the debtor's 20-
largest unsecured creditors appeared in yesterday's edition of the
Troubled Company Reporter.  

Tactica expects day-to-day operations to continue as usual during
the reorganization.  Management intends to pay vendors, suppliers,
employees and other business partners for goods and services they
provide during the reorganization period in the ordinary course of
its business.  Tactica will have the opportunity, under guidance
of the Court, to settle outstanding claims and reorganize its
business.  Concurrent with the filing, Tactica has, subject to
Court approval, reached agreement with a provider of warehousing
and fulfillment services to resume shipping products to Tactica's
customers from one of its facilities.  Tactica anticipates the
agreement will result in stabilized revenue to the Company.
Tactica cited liquidity and capital raising issues as major
factors in its decision to seek Court protection.

"Despite the impact today's actions will have on some of our
constituencies, after considering a broad range of alternatives,
it was clear that this course of action is in the best interests
of IGIA, Tactica and its many stakeholders.  We intend to focus on
building Tactica's operations around the successful results of its
infomercials and retail sales of our innovative personal care and
home care products," stated Avi Sivan, Chief Executive Officer.

Headquartered in New York, New York, Tactica International, Inc.
-- http://www.igia.com/-- designs, develops and markets personal  
and home care items under the IGIA and Singer brands.  Product
categories include hair care, dental care, skin care, sports and
exercise, household and kitchen.  Tactica holds an exclusive
license to market a line of floor care products under the Singer
name.  Tactica also owns rights to the "As Seen On TV" trademark.  
The Company filed for chapter 11 protection on Oct. 21, 2004
(Bankr. S.D.N.Y. Case No. 04-16805).  Timothy W. Walsh, Esq., at
Piper Rudnick, LLP, represent the Debtor in its restructuring
effort.  When the Company filed for protection from its creditors,
it reported assets amounting to $10,568,890 and debts amounting to
$14,311,824.


TECO ENERGY: Subsidiary Inks New Three-Year Citigroup-Led Facility
------------------------------------------------------------------
TECO Energy, Inc., (NYSE: TE) reported that its regulated utility
subsidiary, Tampa Electric Company, replaced its expiring 364-day
$125 million bank credit facility with a new $150 million three-
year bank credit facility.  A group of ten banks participated in
the new credit facility led by Citigroup Global Markets Inc.

Executive Vice President-Finance and CFO Gordon Gillette said,
"Tampa Electric now has in place $275 million of multi-year credit
facilities.  We appreciate the strong support we received from our
important banking relationships in completing this transaction."

The new facility replaces the company's $125 million 364-day bank
credit facility, which was due to expire in November 2004.  Tampa
Electric's $125 million existing 3-year credit facility and the
new $150 million 3-year credit facility mature in November 2006
and October 2007, respectively.  The credit facilities have two
financial covenants, EBITDA-to-interest and debt-to-capital.

Additional financial information regarding TECO Energy and Tampa
Electric is available at TECO Energy's web site at
http://www.tecoenergy.com/

TECO Energy, Inc. (NYSE: TE) is an integrated energy-related
holding company with core businesses in the utility sector,
complemented by a family of unregulated businesses.  Its principal
subsidiary, Tampa Electric Company, is a regulated utility with
both electric and gas divisions (Tampa Electric and Peoples Gas
System).  Other subsidiaries are engaged in waterborne
transportation, coal and synthetic fuel production and independent
power.

                         *     *     *

As reported in the Troubled Company Reporter on July 22, 2004,
Standard & Poor's Ratings Services lowered its corporate credit
rating on TECO Energy Inc. to 'BB' from 'BBB-'.  Standard & Poor's
also lowered its senior unsecured debt rating on the company to
'BB' from 'BB+'.  The outlook is stable.

In addition, Standard & Poor's affirmed its 'BBB-/A-3' corporate
credit rating on utility subsidiary Tampa Electric Co. and revised
the outlook on the company to stable from negative.


TELTRONICS INC: Raising $45 Million in Equity Issue to Retire Debt
------------------------------------------------------------------
Teltronics Inc. (OTC Bulletin Board: TELT) has signed a definitive
agreement subject to certain conditions to sell 24 million shares
of Teltronics restricted, unregistered common stock at  
approximately $1.88 per share, raising $45 million.  The agreement
calls for payment of $15 million at closing and two promissory
notes of $15 Million to be satisfied in 2006 and 2007.

A portion of the proceeds would be used to retire a portion of the
debt of the Company and for working capital to further assist in
its international expansion.

The company that agreed to purchase the shares, International
Media Network A.G., is a Swiss company based in Zurich
specializing in Media and Telecommunications companies.

The agreement anticipates closing before February 28th 2005.  
However, although there is a definitive agreement signed, there
can be no assurances that the share purchase will close or if it
closes that it will be on the terms agreed to in the agreement.

                        About the Company

Teltronics, Inc. is a leading global provider of communications
solutions and services that help businesses excel.  The Company
manufactures telephone switching systems and software for small-
to-large size businesses, government, and 911 public safety
communications centers.  Teltronics offers a full suite of Contact
Center solutions -- software, services and support -- to help
their clients satisfy customer interactions.  Teltronics also
provides remote maintenance hardware and software solutions to
help large organizations and regional telephone companies
effectively monitor and maintain their voice and data networks.  
The Company serves as an electronic contract-manufacturing
partner to customers in the U.S. and overseas.  Further
information regarding Teltronics can be found at their web site,
http://www.teltronics.com/

At June 30, 2004, Teltronics' balance sheet showed a $6,667,516
stockholders' deficit, compared to a $6,124,389 deficit at
Dec. 31, 2003.


TIAA STRUCTURED: Moody's Pares Rating on $35M Sr. Secured Notes
---------------------------------------------------------------
Moody's Investors Service lowered the ratings of two classes of
notes issued by TIAA Structured Finance CDO I, Ltd.:

   (1) from Aa2 to Aa3, the U.S. $27,500,000 Class B Floating Rate
       Senior Secured Notes, due 2035; and

   (2) from Baa2 to B1, the U.S. $35,000,000 Class C Fixed Rate
       Senior Secured Notes, due 2035.

This transaction closed on December 14, 2000.

According to Moody's, its rating action results primarily from
significant deterioration in the weighted average rating factor of
the collateral pool and overcollaterlization ratios.  Moody's
noted that, as of the most recent monthly report on the
transaction, the weighted average rating factor of the collateral
pool is 1271 (500 limit), that over 20% of the collateral pool
currently has a Moody's rating of below Baa3 (10% limit) and that
the Class C overcollateralization ratio is currently 92.02%
(101.5% test).

Rating Action: Review for downgrade

Issuer:            TIAA Structured Finance CDO I, Ltd.

Class Description: U.S. $27,500,000 Class B Floating Rate Senior
                   Secured Notes, due 2035

Prior Rating:      Aa2 (under review for downgrade)

Current Rating:    Aa3

Class Description: U.S. $35,000,000 Class C Fixed Rate Senior
                   Secured Notes, due 2035

Prior Rating:      Baa2 (under review for downgrade)

Current Rating:    B1


TIMKEN: Sells Kilian Manufacturing Business to Genstar Capital
--------------------------------------------------------------
The Timken Company (NYSE: TKR) completed its sale of the Kilian
Manufacturing Corporation and its affiliate, Kilian Canada ULC to
an affiliate of Genstar Capital, L.P., a private investment firm.

Timken announced the proposed sale on September 9.  Kilian
produces machined-race bearings, including ball and roller
bearings and assemblies, for broad industrial and automotive
applications and in 2003 had net sales of approximately $40
million. Founded in 1922, Kilian employs 368 at manufacturing
facilities in Syracuse, N.Y. and Toronto, Canada.  Its products
are used in such diverse applications as sliding and overhead
doors, furniture, appliances, conveyors and automotive steering.  
Kilian was acquired by The Torrington Company in 1975.  Timken
acquired Torrington in 2003.

The Timken Company (NYSE: TKR) (Moody's, Ba1 Senior Unsecured
Debt, Senior Implied and Senior Unsecured Issuer Ratings) --
http://www.timken.com-- manufactures highly engineered bearings  
and alloy steels and a provider of related products and services
with operations in 27 countries.  The company recorded 2003 sales
of $3.8 billion and employed approximately 26,000 at year-end.


TIMKEN CO: Extends Joint Venture with North Coast Bearings
----------------------------------------------------------
Timken recently extended its strategic alliance with North Coast
Bearings, Inc. (NCB) of Avon, Ohio. NCB has been the distributor
of DT Components(R) products for differentials and transmissions,
which are marketed by The Timken Corporation, since the alliance
was formed in 1997.

"This joint effort has been a successful venture for both Timken
and NCB," said Jack Cameron, general manager -- automotive
aftermarket -- North and South America.  "We are very proud of the
program and the products we have developed for the automotive
aftermarket.  With the kit expertise of NCB and the bearing
expertise of Timken, we have experienced substantial growth in
sales.  We now offer the most complete line of differential and
transmission kits available in the U.S. medium- and heavy-duty
truck aftermarket."

Timken and NCB formed the strategic alliance to market and
distribute differential and transmission kits and components under
the product name DT Components for the medium- and heavy-duty
markets.  The kits include all the products necessary to do the
job right the first time, including the growing portfolio of
Timken bearings.

According to Bud Hagy, president and chief executive officer of
NCB, this is the second extension of the alliance and it bodes
well not only for Timken and NCB, but also for customers.  "The
kitting aftermarket has undergone tremendous change in the last
several years.  Timken and NCB are industry leaders, well
positioned to meet and exceed customer demands by continuing to
build upon the outstanding value and breadth of kit offerings
currently available."

                     About Timken Company

The Timken Company (NYSE: TKR) (Moody's, Ba1 Senior Unsecured
Debt, Senior Implied and Senior Unsecured Issuer Ratings) --
http://www.timken.com/-- is a leading global manufacturer of
highly engineered bearings and alloy steels and a provider of
related products and services with operations in 27 countries. A
Fortune 500 company, Timken recorded 2003 sales of $3.8 billion
and employed approximately 26,000 at year-end.


TOM'S FOODS: Begging Lenders & Noteholders for Forbearance Pact
---------------------------------------------------------------
Tom's Foods Inc. and Fleet Capital Corporation entered into an
amendment on Oct. 21, 2004, extending the term of its $17,000,000
Revolving Loan and Security Agreement dated Jan. 31, 2000, until
Oct. 29, 2004.   Additionally, the Company's $60,000,000 issue of
junk-rated 10.5% Senior Secured Notes matures on Nov. 1, 2004.  

The Company is currently in discussions with Fleet and holders of
the Notes for a forbearance period beyond Oct. 29, 2004, during
which time:

     (a) Fleet and the holders of the Notes will agree not to
         exercise their rights as to any of the collateral
         securing their loans to the Company; and

     (b) the Company will seek to obtain new financing in order
         to repay the borrowings under the Credit Facility and
         the Notes.

In the event the Company fails to obtain a forbearance period
beyond Oct. 29, 2004, as to the Credit Facility and Nov. 1, 2004,
as to the Notes, President and Chief Executive Officer Rolland G.
Divin advises:

     (x) the Company will be in default under the Credit
         Facility and the Notes and Fleet and the holders of
         the Notes will be entitled to exercise their remedies
         under the term of the Credit Facility and the Notes
         and the lenders could attempt to foreclose on their
         respective collateral securing that indebtedness and

     (y) even if a foreclosure does not occur, the Company's
         ability to operate and obtain working capital
         necessary to operation its business would be materially
         adversely impacted.  

                         Bankruptcy Threat

Under these circumstances, Mr. Divin says, the Company would have
difficulty maintaining existing relationships with its suppliers,
who might stop providing supplies or services to the Company or
provide or supply such services only on "cash on deliver" or other
terms that would have an adverse impact on the Company's cash flow
and the Company may have to consider pursuing appropriate
restructuring options.

The Credit Facility is secured by all of the Company's receivables
and inventory.  At Oct. 19, 2004, borrowings under the Credit
Facility totaled $9.2 million (including $2.9 million in
outstanding letters of credit).  Tom's River owes $60 million of
outstanding principal plus $3.15 of accrued interest on the 10.5%
senior secured notes.  The Notes are secured by the Company's
principal manufacturing facilities (including real property and
equipment) and its intellectual property.

                       Third Quarter Results

Tom's Foods Inc.'s net sales for the quarter ended Sept. 11, 2004
were $44.4 million vs. $44.3 million in the same quarter in 2003
and a net loss of $633,000 compared to a net loss of $391,000 for
the same period in 2003.  Net sales for the 36 weeks ended
Sept. 11, 2004 were $130.3 million compared to $137.6 million for
the same period in 2003 and a net loss of $2.6 million compared to
a net loss of $2.5 million for the same period in 2003.  

                        Financial Condition

At Sept. 11, 2004, the Company's balance sheet shows $96.4 million
in total assets and $99.3 million in total liabilities.  

Deloitte & Touche LLP serves as the company's auditors.  Deloitte
has expressed substantial doubt about the Company's ability to
continue as a going concern.

The Company expects Fiscal 2004 EBITDA to be in a range of
approximately $10 million to $10.5 million, and fiscal 2004
operating cash flow after interest expense to be approximately
$500,000.   Tom's Foods has been adversely impacted by:

    (i) lower than expected sales volume resulting from the
        initiation of bankruptcy proceedings by certain
        convenience store chains and reduced convenience store
        sales due to higher gas prices and reduced travel,

   (ii) unexpected reduced volume under a co-packing agreement and

  (iii) the impact of hurricane forced store temporary closings
        and distributor and company-owned distribution route
        temporary closings.

                         About the Company

Headquartered in Columbus, Georgia, Tom's Foods Inc. is a multi-
regional snack food manufacturing and distribution company.  The
Company has manufactured and sold snack food products since 1925
under the widely recognized "Tom's" brand name, as well as other
names.  The Company's distribution network serves a variety of
customers, including independent retailers, vending machines,
retail supermarket chains, convenience stores, mass merchandisers,
food service companies and military bases.  As of January 3, 2004,
the Company reported 1,583 full-time employees.


TRIPATH TECH: BDO Seidman Resigns After Raising Control Concerns
----------------------------------------------------------------
Tripath Technology, Inc. (NASDAQ:TRPH) reported that its former
independent accountants, BDO Seidman, LLP, resigned on
Oct. 18, 2004.  BDO Seidman issued a letter asserting material
weaknesses in Tripath's internal controls concerning the
effectiveness of Tripath's Audit Committee and Tripath's ability
to estimate distributor sales returns in accordance with SFAS
no. 48.  Tripath is actively recruiting a "financial expert" to
join the Board and does not agree that there is a material
weakness over its ability to estimate distributor returns in
accordance with SFAS No. 48.

Tripath reported that net revenues for the third quarter of 2004
will be significantly below prior guidance of $4 - $4.5 million.
Shipments made to customers during the third quarter are currently
estimated to be between $1.9 million and $2.1 million. Tripath is
currently reviewing the return of $1.3 million of product to a
distributor in the third quarter. This product had been shipped to
customers by the distributor, and recognized as revenue by the
Company, in the quarter ended June 30, 2004. The distributor paid
for this product during the third quarter. The Distributor will
not return this product to the Company. Tripath may restate its
revenue for the quarter ended June 30, increase its sales return
reserve for the third quarter, which would reduce net revenue in
the third quarter, or make other adjustments. In addition, Tripath
plans to take a charge of approximately $4.0 - $4.5 million for
excess inventory. Tripath will also implement a variety of
measures to reduce operating expenses and streamline its current
business model.

Tripath anticipates that its net loss for the third quarter will
be significantly greater than previously anticipated. In addition,
Tripath expects that its cash, cash equivalents and restricted
cash balance will be approximately $7.3 million at September 30,
2004, and estimates that the net cash used in operating activities
totaled approximately $3.0 million for the third quarter.

                 About Tripath Technology Inc.

Based in San Jose, Calif., Tripath Technology Inc. is a fabless
semiconductor company that focuses on providing highly efficient
power amplification to the digital media consumer electronics and
communications markets. Tripath owns the patented technology
called Digital Power Processing (DPP(R)), which leverages modern
advances in digital signal processing and power processing.
Tripath's current customers include, but are not limited to,
companies such as Alcatel, Alpine, Hitachi, JVC, Sanyo, Sharp,
Sony and Toshiba.  For more information on Tripath please visit
Tripath's web site at http://www.tripath.com/


TRUMP ATLANTIC: Restructuring Plans Cue Moody's to Hold Ratings
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Trump Atlantic
City Associates and Trump Casino Holdings, LLC following Trump
Hotels & Casino Resorts, Inc.'s, the parent of TAC and TCH,
announcement that it has entered into a support agreement with
existing bondholders to recapitalize the company.  The
recapitalization is expected to include a Chapter 11 bankruptcy
filing.  TAC and TCH ratings remain on review for further possible
downgrade.

The recapitalization plan calls for the exchange of TAC and TCH
debt, approximately $1.8 billion, for $74 million cash,
$1.25 billion second priority mortgage notes, and about $395
million of common stock.  Moody's expects to complete the review
once the company files for Chapter 11.

TAC and TCH ratings have been on review for possible downgrade
since Feb 12, 2004.  The ratings were placed on review at that
time in response to the company's announcement that it entered
into an exclusivity agreement with DLJ Merchant Banking Partners
III, L.P. as part of a comprehensive recapitalization plan.  In
Sep. 2004, the company and DLJ ended their negotiations.

These ratings of Trump Atlantic City Associates were affirmed and
kept on review for further possible downgrade:

   -- Senior implied rating, at Caa1;

   -- $1.2 billion 11.25% senior secured first mortgage notes due
      2006, at Caa1;

   -- $75 million 11.25% senior secured first mortgage notes due
      2006, at Caa1;

   -- $25 million 11.25% senior secured first mortgage notes due
      2006, at Caa1; and

   -- Senior unsecured issuer rating, at Caa3.

These ratings of Trump Casino Holdings, LLC were affirmed and kept
on review for further possible downgrade:

   -- Senior implied rating, at Caa1;

   -- $425 million 11.625% senior secured first mortgage notes due
      2010, at Caa1;

   -- $50 million 17.625% senior secured second mortgage notes due
      2010, at Caa2; and

   -- Senior unsecured issuer rating, at Caa3.

These speculative grade liquidity ratings were affirmed:

   -- Trump Casino Holdings, LLC, at SGL-4; and
   -- Trump Atlantic City Associates, at SGL-4.

Headquartered in Atlantic City, New Jersey, Trump Atlantic City
Associates is a wholly-owned, non-recourse subsidiary of Trump
Hotels & Casino Resorts, Inc.  It owns and operates Trump Taj
Mahal Casino Resort and Trump Plaza Hotel and Casino, located on
the Boardwalk in Atlantic City.

Headquartered in Atlantic City, New Jersey, Trump Casino Holdings,
LLC is a wholly-owned, non-recourse subsidiary of Trump Hotels &
Casino Resorts, Inc.  It owns and operates Trump Marina Hotel
Casino located in Atlantic City's Marina District, and the Trump
Casino Hotel, a riverboat casino located in Gary, Indiana.  It
also manages Trump 29 Casino, a Native American owned facility
located near Palm Springs, California.


UAL CORPORATION: Files 7th Reorganization Status Report
-------------------------------------------------------
James H.M. Sprayregen, Esq., at Kirkland & Ellis, relates that  
the Debtors helped form a Creditors' Committee Working Group.   
The Debtors also continued to interface with the Working Group,  
its subcommittees and other stakeholders on all major aspects of  
the business plan.  This process has benefited all constituencies  
through greater understanding of the severe financial challenges  
faced by the Debtors.

Since September 17, 2004, the Debtors and the various Working  
Group Committees have conducted 12 meetings with additional  
meetings scheduled.  The Debtors have provided over 2,000 pages  
of material concerning their business model, network optimization  
strategy, pension plans, aircraft financing obligations and  
bankruptcy claims.

"Fuel prices continue to skyrocket, revenues continue to be  
depressed, and the industry remains plagued by overcapacity,"  
laments Mr. Sprayregen.  As a result, management will focus 100%  
of its attention on finalizing and executing on its business  
plan, then moving towards exit from Chapter 11.

On September 22, 2004, Chief Executive Officer Glenn Tilton and  
Chief Operating Officer Peter McDonald conducted a town hall  
meeting followed by a question and answer session with employees  
at the Debtors' O'Hare facilities.  Mr. McDonald met with  
employees throughout the afternoon, talking with personnel from  
all three shifts, including the midnight shift.

Mr. Sprayregen notes that every $1.00 increase in the price of a  
barrel of crude oil increases the Debtors' annual fuel expenses  
by approximately $60,000,000.  As a result, the Debtors  
anticipate that fuel costs will be over $1,200,000,000 higher  
than planned for this year.  In the Debtors' last update to their  
business plan in mid-August, the Debtors increased the forecast  
for fuel expense for the period July through December 2004, by  
$150,000,000.  Forecasted fuel expenses for 2005 were increased  
by $475,000,000.

The Pension Benefit Guaranty Corporation has informed the Debtors  
that it has retained Greenhill Capital as restructuring and  
financial advisor.  The Debtors have provided Greenhill with  
additional information to get the Firm "up to speed."  On  
September 22, 2004, the Debtors' financial advisors, Rothschild,  
met with the PBGC and Greenhill to provide an update on the  
proceedings and discuss due diligence requests.

Headquartered in Chicago, Illinois, UAL Corporation --  
http://www.united.com/-- through United Air Lines, Inc., is the   
holding company for United Airlines -- the world's second largest  
air carrier.  The Company filed for chapter 11 protection on  
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.  
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 63; Bankruptcy Creditors' Service,
Inc., 215/945-7000)   


US AIRWAYS: Flight Attendants Want Wage Cuts Reduced
----------------------------------------------------
The Association of Flight Attendants-CWA Monday asked a federal
bankruptcy judge to reconsider his decision to permit US Airways
to impose 21 percent pay cuts on flight attendants. Other work
groups received similar cuts.

"These draconian cuts are excessive, even measured by the
company's original request for relief," said David Borer, AFA
general counsel. "Any relief provided to this carrier must be
based on its proof of financial need, not the company's fuzzy
math."

Before the court's Oct. 15 action, US Airways management insisted
that cash savings of $32.6 million from flight attendants were
needed to continue operating through March 2005 -- all to be
derived from a 23 percent cut in "current base rates," its
original proposal. Yet in undisputed testimony before the court,
expert witness Daniel Akins noted that the company underestimated
the cost savings in its wage proposal and further failed to factor
in its failure to meet its funding obligation to the Flight
Attendant Pension Plan. The resulting monthly impact on flight
attendants would be almost $9 million, not $5.4 million as the
company had claimed.

"By not paying into the pension plan as required by both the
collective bargaining agreement and by federal law, US Airways is
saving an extra $3.9 million each month," Mr. Borer said. "We
believe that the court's order should be modified to accurately
limit the actual cost savings realized by the company to the
amount the company claimed it needed, and not a penny more."

As reported in the Troubled Company Reporter yesterday, the US
Airways pilot group, represented by the Air Line Pilots
Association, International (ALPA), ratified the US Airways/ALPA
Transformation Plan Tentative Agreement by a 58% margin. This
agreement supersedes the Oct. 15, 2004, Bankruptcy Court decision
that ruled in favor of the Company's motion to impose immediate
interim contractual relief on certain US Airways labor unions.
Under an agreement with US Airways, this consensual agreement will
become effective retroactive to Oct. 15, 2004, subject to approval
by ALPA's President and approval of the bankruptcy court. A motion
seeking bankruptcy court approval of this agreement is scheduled
for today, Oct. 26, 2004.

The agreement, which is in effect until Dec. 31, 2009, contains an
18% pay cut, a decrease in the Company's contributions to the
pilots' defined contribution plan, and a modification of work
rules that will significantly increase pilot productivity. It
also offers returns for the pilots, including a profit sharing
plan and equity participation shares.

More than 46,000 flight attendants join together to form AFA, the
world's largest flight attendant union. AFA is part of the 700,000
member strong Communications Workers of America, AFL-CIO. Visit us
at http://www.afanet.org/

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

      * US Airways, Inc.,
      * Allegheny Airlines, Inc.,
      * Piedmont Airlines, Inc.,
      * PSA Airlines, Inc.,
      * MidAtlantic Airways, Inc.,
      * US Airways Leasing and Sales, Inc.,
      * Material Services Company, Inc., and
      * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for a $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts. In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.


US AIRWAYS: Gets Court Authority to Pay Pension Obligations
-----------------------------------------------------------
As reported in the Troubled Company Reporter on Sept. 27, 2004, US
Airways, Inc., and its debtor-affiliates and subsidiaries asked
the U.S. Bankruptcy Court for the Eastern District of Virginia for
authority to make contributions to, and payments under, the
employee pension plans attributable to work performed by US
Airways' employees after the Petition Date. The contributions will
constitute administrative expenses of US Airways' estate, whether
or not they constitute ordinary course payments.

After a flurry of objections from these parties, however, the
Court granted the Debtors' request:

   (1) International Association of Machinists
   (2) Air Line Pilots Association
   (3) Association of Flight Attendants
   (4) Fiduciary Counselors
   (5) Pension Benefit Guaranty Corporation
   (6) Communications Workers of America
   (7) IAM National Pension Fund

Only the Official Committee of Unsecured Creditors supported the
Debtors' request

Judge Mitchell concludes that, "whether or not the pension payment
obligations are technically construed as being in the ordinary
course of business -- an issue which the court need not resolve --
ample cause has been shown to authorize such payments."

The Debtors are authorized to pay pension obligation amounts
required by the Internal Revenue Code and the Employee Retirement
Income Security Act that are attributable to the postpetition
service of the Debtors' employees.

However, Judge Mitchell "makes no ruling and expressly reserves
decision" as to whether:

   1) the September 15, 2004, minimum funding contribution
      payment due for the defined benefit plans is a prepetition
      obligation or an administrative expense;

   2) the failure to make the September 15 payment violates ERISA
      or Section 1113(f) of the Bankruptcy Code;

   3) required unpaid contributions to the IAM National Pension
      Plan are held in trust by the Debtors, are administrative
      expenses or are prepetition obligations;

   4) the failure to make the required contributions to the IAM
      National Pension Plan violates Section 1113(f) of the
      Bankruptcy Code; and

   5) the Debtors should be required to make all required pension
      plan payments becoming due postpetition until the plan is
      terminated or relief is granted as to the CBA under which a
      particular plan is maintained.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

      * US Airways, Inc.,
      * Allegheny Airlines, Inc.,
      * Piedmont Airlines, Inc.,
      * PSA Airlines, Inc.,
      * MidAtlantic Airways, Inc.,
      * US Airways Leasing and Sales, Inc.,
      * Material Services Company, Inc., and
      * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts. (US Airways Bankruptcy News, Issue
No. 67; Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: Can Use Lenders' Cash Collateral Until January 14
-------------------------------------------------------------
Judge Mitchell of the U.S. Bankruptcy Court for the Eastern
District of Virginia finds that the request of US Airways, Inc.,
and its debtor-affiliates to use their lenders' cash collateral is
necessary, essential and appropriate for the continued operation
and going concern value of their businesses and the preservation
of their estates.  The Debtors' access to and continued use of
Cash Collateral will enable them to:

   (1) continue the operation of their businesses and avoid a
       shutdown of operations;  

   (2) meet obligations for payroll, ordinary course
       expenditures, and other operating expenses;  

   (3) pay fees and professional expenses and make payments  
       authorized under Orders of this Court;  

   (4) obtain needed goods and services;  

   (5) retain customer, supplier and employee confidence by  
       demonstrating the financial ability to maintain normal  
       operations; and  

   (6) provide adequate cash resources to maintain customer  
       confidence, avoiding irreparable harm to the estates.

As reported in the Troubled Company Reporter on Oct. 14, 2004,
Phoenix American Financial Services, Inc., as Loan Administrator,
the Air Transportation Stabilization Board, and Bank of America,
N.A., as Tranche B Lender, gave permission to US Airways, Inc.,
and its debtor-affiliates to use the Cash Collateral until
January 14, 2005.

Judge Mitchell grants the ATSB Lender Parties the requested  
adequate protection.  The Debtors will pay the ATSB Lender  
Parties all current interest, fees and reasonable charges  
accruing or payable under the Loan Agreement.  The Court  
authorizes the Debtors to grant, assign and pledge to the  
Collateral Agent, for the ratable benefit of the ATSB Lender  
Parties, valid, perfected and enforceable Replacement Liens and  
security interests in:

   (a) all the Debtors' property as of the Petition Date in which  
       the Collateral Agent does not hold a valid, enforceable
       and perfected lien or security interest and its proceeds;
       and  

   (b) all property that becomes part of the Debtors' estates  
       after the Petition Date and any resulting proceeds, which   
       includes accounts receivable and any cash or cash  
       equivalents acquired by the Debtors on or after the
       Petition Date.

Every week, the Debtors will provide a rolling 13-week cash  
forecast to the ATSB Lender Parties, which show the sources and  
uses of cash from the prior week and material variances.  Every  
day, the Debtors will provide reports stating the aggregate  
amount of Unrestricted Cash.  The Debtors will furnish copies of  
each Slot utilization report required by the Federal Aviation  
Administration.  The Debtors will also make available to the ATSB  
Lenders:

   (i) all non-privileged documents provided to the Committee
       and any other official committee;

  (ii) all audits prepared by the Debtors' accountants; and  

(iii) copies of all non-privileged consultants' reports,  
       appraisals, business plans, and similar documents.

The ATSB Lender Parties will not be required to file proofs of  
claim in any of the Debtors' bankruptcy cases.  The ATSB Lender  
Parties' claims are fully acknowledged by the Debtors.

The Final Cash Collateral Order will remain in effect until
11:59 p.m. (New York time) on January 14, 2005.

Judge Mitchell schedules a hearing to consider extensions of the  
Final Cash Collateral Period, the terms and conditions of the  
Debtors' use of Cash Collateral and the use, sale or lease of  
other Prepetition Collateral for January 20, 2005, at 9:30 a.m.   
The Debtors will provide 20 days' prior notice of the hearing to  
parties who have filed a request for service, counsel to the  
Committee and the United States Department of Justice.

Headquartered in Arlington, Virginia, US Airways' primary business  
activity is the ownership of the common stock of:  

      * US Airways, Inc.,  
      * Allegheny Airlines, Inc.,  
      * Piedmont Airlines, Inc.,  
      * PSA Airlines, Inc.,  
      * MidAtlantic Airways, Inc.,  
      * US Airways Leasing and Sales, Inc.,  
      * Material Services Company, Inc., and  
      * Airways Assurance Limited, LLC.  

Under a chapter 11 plan declared effective on March 31, 2003,  
USAir emerged from bankruptcy with the Retirement Systems of  
Alabama taking a 40% equity stake in the deleveraged carrier in  
exchange for $240 million infusion of new capital.  

US Airways and its subsidiaries filed another chapter 11 petition  
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian  
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,  
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and  
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors  
in their restructuring efforts. In the Company's second  
bankruptcy filing, it lists $8,805,972,000 in total assets and  
$8,702,437,000 in total debts. (US Airways Bankruptcy News, Issue  
No. 68; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WIDGI CREEK: Voluntary Chapter 7 Case Summary
---------------------------------------------
Debtor: Widgi Creek Golf Club, Inc.
        18707 Century Drive
        Bend, Oregon 97702

Bankruptcy Case No.: 04-40923

Type of Business: The Debtor operates a golf course.

Chapter 11 Petition Date: October 14, 2004

Court: District of Oregon (Portland)

Judge: Trish M. Brown

Debtor's Counsel: Shawn P. Ryan, Esq.
                  620 South West Main Street, #612
                  Portland, OR 97205
                  Tel: 503-417-0477

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million


WORLDCOM: EU Court Ends Commission Veto of Worldcom-Sprint Merger
-----------------------------------------------------------------
On September 28, 2004, the European Court of First Instance in
Luxembourg annulled the decision of the Commission of the
European Communities prohibiting the WorldCom and Sprint.

Without ruling on the merits of the case, the Court of First
Instance finds that the Commission no longer had the power to
adopt the decision after the proposed merger notified to it by the
undertakings concerned had been abandoned.

                           Background

On January 10, 2000, WorldCom, now known as MCI, Inc., and Sprint
notified the Commission of the agreement by which they intended to
merge the whole of their businesses.  The merger was to be
effected through an exchange of Sprint shares for WorldCom shares,
for an amount initially evaluated at $127 billion.

Like the United States competition authorities, the Commission
opposed the envisaged merger, taking the view that, despite
commitments offered concerning the disposal of Sprint's Internet
business, the transaction had a Community dimension and would lead
either to the creation of a dominant position, or to the
strengthening of WorldCom's dominant position, in the market for
'top-level internet connectivity' and the market for the provision
of global telecommunications services to multinational
corporations.

On June 26, 2000, Mario Monti, the European Commissioner
responsible for competition, met representatives of the U.S.
Department of Justice in Washington, D.C.  At the press conference
after that meeting, he stated that his proposal to the Commission
would be to prohibit the merger.

By letter of June 27, 2000, WorldCom and Sprint formally stated to
the Commission that they were withdrawing their notification and
that they no longer proposed to implement the envisaged merger in
the form presented in the notification.

On June 28, 2000, the Commission none the less adopted its
decision declaring the merger incompatible with Community law.  
It took the view, in essence, that the letter of the undertakings
concerned of June 27, 2000, did not amount to a 'formal withdrawal
of the merger agreement' notified on January 10, 2000.

WorldCom brought an action before the Court of First Instance
challenging the Commission's decision.

The proceedings were stayed following WorldCom's bankruptcy
filing.  They resumed their normal course after WorldCom emerged
from Chapter 11 protection.

                Court of First Instance's Decision

The Court finds that the letter of June 27, 2000, sent by
WorldCom and Sprint to the Commission concerned not the
abandonment, as a matter of principle, of any idea of, or proposal
for, a merger, but only the abandonment of the proposal 'in the
form presented in the notification', that is to say in the form
envisaged by the notified merger agreement.  The Court holds that
press statements, which the two undertakings made in the United
States on the same day confirm that at that time WorldCom and
Sprint still entertained some hopes of merging in one form or
another.  The truth is that it was only by a press release of July
13, 2000, that the undertakings announced that they were
definitively abandoning the proposed merger.

The Court, however, notes that a merger agreement capable of being
the subject of a Commission decision does not automatically exist
or continue to exist between two undertakings simply because they
are considering merging or continue to consider merging.  The
Commission's power cannot rest on mere subjective intentions of
the parties.  In the same way as the Commission does not have the
power to prohibit a merger before a merger agreement has been
concluded, it ceases to have such power as soon as the agreement
has been abandoned, even if the undertakings concerned continue
negotiations with a view to concluding an agreement in a modified
form.  Therefore, the Commission should have found that it no
longer had the power to adopt the decision.

In any event, the Court points out that the Commission's settled
practice, under which it is satisfied with mere withdrawal of the
notification by the parties concerned for it to close, without a
decision on the merits, a procedure relating to merger case, led
to the belief in the relevant circles that withdrawal of the
notification was, from the Commission's point of view, equivalent
in practice to abandonment of the proposed merger.  In those
circumstances, WorldCom and Sprint were entitled to expect their
June 27, 2000, letter to result in closure of the file in
accordance with the Commission's prior administrative practice.
Therefore, the Court holds that the Commission, at the very least,
infringed the legitimate expectation of WorldCom and Sprint by
adopting the decision without first informing them that their
letter was not sufficient to result in closure of the file.

An appeal, limited to points of law only, may be brought before
the Court of Justice of the European Communities against a
decision of the Court of First Instance, within two months of its
notification.

                  MCI's Reaction to the Ruling

The European Court of First Instance in Luxembourg overturned a
June 28, 2000 decision by the European Commission that blocked the
company, then known as WorldCom, from merging with Sprint.  The
decision has been in the appeals process for the past four years.  
The Court ruled that the European Commission's (EC) decision was
procedurally defective, removing it as a legal precedent.

The following statement should be attributed to Stasia
Kelly, executive vice president and general counsel of MCI:

"Four years ago, we argued that the global Internet environment
was rapidly changing and that no competitor could exercise sole
market power.  Time has proven those arguments to be true.

"September 28's favorable ruling will ensure that future
technology services transactions will receive a fair and
appropriate review.  And while the companies elected to pursue
separate strategies after the European Commission's initial
reaction in 2000, we believed a decision that so misperceived the
highly-competitive nature of the Internet marketplace should not
be allowed to stand and affect future transactions in this highly-
dynamic industry."

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532). On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts. The Bankruptcy Court confirmed WorldCom's Plan on October
31, 2003, and on April 20, 2004, the company formally emerged from
U.S. Chapter 11 protection as MCI, Inc. (Worldcom Bankruptcy News,
Issue No. 62; Bankruptcy Creditors' Service, Inc., 215/945-7000)


* O'Melveny & Myers Expands Asia Practice with Nine Lawyers
-----------------------------------------------------------
O'Melveny & Myers confirmed its position as one of the leading
international law firms in Asia with the addition of nine lawyers
to its Asia offices.

Partner David Litt, who practiced at the firm's Washington, DC
office, and counsel Randy Laxer, who practiced at the firm's
Silicon Valley office, have recently transferred to the firm's
Tokyo office. In addition, James Behan, a lateral associate, will
also be joining our Tokyo office. Newly hired counsel Edwin Luk
and associates David Lin and Tim Fitzpatrick have joined the
firm's Hong Kong office. In Beijing, newly hired associate Jun Liu
is joined by Nathan Bush, an associate who is transferring from
the firm's Washington, DC office, and associate Liz Li, who
practiced at the firm's Los Angeles office, is transferring to the
firm's Shanghai office.

"Our expansion in Asia is being driven by exceptionally strong
business in just about every sector in which we practice," said
Howard Chao, head of the firm's Asia practice. "These include US
and Hong Kong capital markets, private equity and venture capital,
foreign direct investment and M&A, distressed assets and NPLs,
infrastructure projects, and dispute resolution. O'Melveny & Myers
already has a substantial presence in Asia with approximately 80
professionals on the ground, but given our business volumes, we
need to augment our resources."

O'Melveny & Myers has offices in Beijing, Hong Kong, Shanghai, and
Tokyo, and maintains the largest office of any international law
firm in Shanghai.

"We have, at this point, built one of the leading international
practices in Asia, and we intend to strengthen that leadership
role," said A.B. Culvahouse, chair of O'Melveny & Myers. "China
and Japan are the two most important legal markets in Asia, and as
a global law firm, we must maintain our strong market position
there."

                          About the Firm
                          
O'Melveny & Myers LLP is a values-driven law firm guided by the
principles of excellence, leadership and citizenship. With the
breadth, depth and foresight to serve clients competing in a
global economy, our attorneys devise innovative approaches to
resolve problems and achieve business goals. Established in 1885,
the firm maintains 13 offices around the world, with more than 900
attorneys. O'Melveny & Myers' capabilities span virtually every
area of legal practice, including Capital Markets; Corporate
Finance; Entertainment and Media; Intellectual Property and
Technology; Labor and Employment; Litigation; Mergers and
Acquisitions; Private Equity; Project Development and Real Estate;
Restructuring and Insolvency; Securities; Tax; Trade and
International Law; and White Collar and Regulatory Defense.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Airgate PCS Inc.        CSA         (89)         270        9
Akamai Tech.            AKAM       (157)         190       55
Alaska Comm. Syst.      ALSK        (12)         650       85
Alliance Imaging        AIQ         (50)         641       27
Amazon.com              AMZN       (721)       2,109      642
AMR Corp.               AMR        (314)      29,261   (1,824)
Amylin Pharm. Inc.      AMLN        (11)         429      357
Atherogenics Inc.       AGIX         (1)         106       94
Blount International    BLT        (382)         420      (55)
CableVision System      CVC      (1,546)      11,141     (489)
Cell Therapeutic        CTIC        (65)         162       72
Centennial Comm         CYCL       (538)       1,532      152
Choice Hotels           CHH        (175)         267      (25)
Cincinnati Bell         CBB        (615)       2,022      (17)
Compass Minerals        CMP        (132)         647      111
Cubist Pharmacy         CBST        (58)         172       42
Delta Air Lines         DAL      (2,671)      24,175   (2,273)
Deluxe Corp             DLX        (251)       1,531     (987)
Domino Pizza            DPZ        (575)         421      (16)
Echostar Comm           DISH     (1,740)       6,037      639
Graftech International  GTI         (30)       1,036      294
Hawaian Holdings        HA         (160)         236      (60)
Idenix Pharm.           IDIX         (1)          77       42
IMAX Corp.              IMAX        (51)         215        9
Indevus Pharm.          IDEV        (34)         205      164
Inex Pharm.             IEX          (2)          66       40
Kinetic Concepts        KCI         (77)         616      201
Level 3 Comm Inc.       LVLT        (14)       7,688      156
Lodgenet Entertainment  LNET        (68)         301       20
Lucent Tech. Inc.       LU       (2,240)      15,924    2,784
Maxxam Inc.             MXM        (629)       1,040       96
McDermott Int'l         MDR        (361)       1,246      (34)
McMoran Exploration     MMR         (78)         163       49
Memberworks Inc.        MBRS        (46)         453      (11)
Millennium Chem.        MCH         (47)       2,331      580
Northwest Airlines      NWAC     (2,172)      14,391     (290)
Nextel Partner          NXTP        (19)       1,855      261
ON Semiconductor        ONNN       (315)       1,262      254
Per-se Tech. Inc.       PSTI        (34)         157       43
Phosphate Res.          PLP        (439)         316        5
Pinnacle Airline        PNCL        (31)         144       20
Qwest Communication     Q        (1,909)      25,106     (555)
Rightnow Tech.          RNOW        (12)          38       (9)
SBA Comm. Corp.         SBAC        (19)         934        5
Sepracor Inc            SEPR       (669)         718      393
St. John Knits Int'l    SJKI        (57)         206       77
Valence Tech.           VLNC        (57)          16       (3)
Vector Group Ltd.       VGR         (41)         552      105
WR Grace & Co.          GRA        (118)       3,101      774
Western Wireless        WWCA       (142)       2,665        1
Young Broadcast         YBTVA        (1)         799       89

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo and Peter A. Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***