TCR_Public/040413.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, April 13, 2004, Vol. 8, No. 72

                           Headlines

ACTUANT: Issues $150 Million 2% Convertible Sr. Sub. Debentures
ADELPHIA COMMS: Proposes Excess Cable Equipment Auction Protocol
AEGIS: Names Scot Brunke as President & Chief Financial Officer
AIR CANADA: Union Supports Efforts to Keep Airline Flying
AIR CANADA: CCAA Stay Further Extended to May 21, 2004

AIR CANADA: Steelworkers Declare Support for Air Canada Unions
ALASKA AIR: Will Webcast Q1 Financial Results on April 23
AMERCO: Court Directs SEC to Defend Subpoena Enforcement Action
AMERICAL CORP: Files for Chapter 11 Protection in North Carolina
AMERICAL CORP: Case Summary & 20 Largest Unsecured Creditors

AMERICAN AIRLINES: Projects $400MM in Added Fuel Costs This Year
AMERIQUEST: Fitch Rates $13.5 Million Class M-7 Notes at BB+
ANC RENTAL: Files Second Amended Joint Liquidating Plan
APPLICA INC: Settles Patent Infringement Litigation with Tilia
AQUILA: S&P Lowers Credit Rating to B- & Assigns Negative Outlook

ATA HOLDINGS: Selling ATA Training Corp. to Aviation Institute
ATLANTA URBAN: S&P Lowers Ratings on Multifamily Housing Bonds
BANC OF AMERICA: Fitch Hacks 4 Note Ratings to Lower-B Level
BOISE CASCADE: Fixes Annual Shareholders' Meeting for April 15
BUDGET GROUP: Files Second Amended Chapter 11 Plan Supplement

CITYSCAPE: Fitch Downgrades Series 1887-C Class B-1F Notes to BB
COVANTA: Tampa Units File Joint Plan of Reorganization
DELCO REMY: Prices $275 Million Senior Debt Offering
DII INDUSTRIES: Court Approves Technip & Qatar Chemical Settlement
DLJ MORTGAGE: S&P Junks Rating on Series 1995-CF2 Class B-4 Notes

DOBSON COMMS: Plans to Hold Shareholders' Meeting on June 15, 2004
DUO DAIRY: Employing Weinman & Associates as Bankruptcy Counsel
ENRON: Judge Gonzalez Postpones Confirmation Hearing to June 3
EPRESENCE: Liquidation Plan Prompts Auditor's Going Concern Doubt
FEDERAL-MOGUL: PD Committee Gets Nod to Tap FJ&P as Local Counsel

FERRELLGAS PARTNERS: Commences $250 Million Senior Note Offering
FLEMING: Claims Classification & Treatment Under 2nd Amended Plan
FORD MOTOR COMPANY: Reports 2003 Executive Compensation
FOXMEYER CORP: Trustee Settles D&O Lawsuit for $25 Million
GADZOOKS: Comparable Store Sales in Continuing Locations Down 1.5%

GENESCO INC: Declares Quarterly Dividends Payable on April 30
HANOVER DIRECT: December 2003 Balance Sheet Insolvent by $47.5MM
HOCKEY CO.: Reebok Plans to Acquire Company for $204 Million
HOCKEY CO.: S&P Places B Corp. Credit Rating on Watch Positive
HOUSECALLS LIMITED: Case Summary & 35 Largest Unsecured Creditors

INSTRON CORP: S&P Affirms Ratings & Revises Outlook to Stable
INTEGRATED HEALTH: Court Fixes Claims Settlement Procedures
INTERNATIONAL STEEL: Prices $600 Million Senior Debt Offering
IT GROUP: Obtains Okay for Chevron Environmental Claim Settlement
JB POINDEXTER: Looks for New Morgan President as Ostendorf Resigns

LB-UBS: Fitch Gives Low Ratings to 7 Series 2002-C7 Note Classes
LENNAR CORP: Closes Additional $50 Million Senior Note Offering
LIFESTREAM TECH: Raises $2.8 Million Through Private Financing
LTV CORP: US Trustee Objects to 7 Professionals' Fee Applications
MIRANT CORP: Pursuing Nod for Wild Goose Storage Compromise

MIRANT: Canadian Debtors File Plan of Compromise & Arrangement
MJ RESEARCH: Has Until May 7 to Complete & File Schedules
NATEX INC: Case Summary & 1 Largest Unsecured Creditor
NEXTWAVE: Cingular Wireless Closes Purchase of 34 PCS Licenses
NOVA CHEMICALS: Extends Exchange Offer for 6.5% Senior Notes

NUEVO ENERGY: Agrees to Sell Marine 1 Permit to Perenco for $62MM
OGLEBAY NORTON: Court Okays Use of Up to $70 Million DIP Financing
OMNE STAFFING INC: Case Summary & 20 Largest Unsecured Creditors
ORIGINAL IFPC: Case Summary & 17 Largest Unsecured Creditors
OWENS: Judge Fitzgerald Nixes 214 Indirect Asbestos Injury Claims

PACIFIC GAS: Emerges From Chapter 11 Bankruptcy
PACIFIC GAS: Court Allows Additional $18M Implementation Expenses
PACIFIC GAS: Pays $77.5 Million Property Tax to Calif. Counties
PARMALAT: Retains Australian Unit in Global Restructuring
PARMALAT: Financier Banks Support Australian Unit's Business

PEABODY ENERGY: Will Report First Quarter Results on April 20
PHELPS DODGE: Hosting Q1 Conference Call Webcast on April 28
PROTECTION ONE: S&P Further Junks Corp. Credit & Debt Ratings
PURELY SUPREME: Case Summary & 20 Largest Unsecured Creditors
RADNOR HOLDINGS: Weak Operating Results Spur S&P's Rating Cuts

RELIANCE GROUP: Obtains Final Plan Filing Exclusivity Extension
RELIANT ENERGY: Indicted for Electricity Price Manipulation
RELIANT RESOURCES: Asserts Subsidiary Violated No Laws
RITE AID: Posts Improved Fourth Quarter & Annual Results
SEGA GAMEWORKS: US Trustee Names Official Creditors' Committee

SILICON GRAPHICS: M. Roth & B. Stark Report 6.3% Equity Stake
SIX FLAGS: Cedar Fair Acquires Family Park for $145 Million Cash
SOLECTRON: Launches Early Settlement Offer for $42M 7.25% Units
SOLUTIA INC: US Trustee Appoints Official Equity Holders Committee
SPIEGEL GROUP: March Sales Decrease by 17% to $130.2 Million

SPRING AIR PARTNERS: Taps FTI Consulting as Financial Advisers
STELCO INC.: Provides Update on Restructuring under CCAA
STOLT-NIELSEN: Will Discuss 1st Quarter 2004 Results on April 27
TERAYON COMMS: Releasing Q1 2004 Financial Results on April 29
TIMCO AVIATION: Refinances Senior Debt & Obtains New Credit Line

UAL: Flight Attendants Applaud Congress for Pension Relief Action
UNITED AIRLINES: Committee Brings-In Leaf as Valuation Expert
VENCOR INC: Agrees to Pay $4MM for Disputed U.S. Trustee Fees
WEIRTON STEEL: Wants Until June 30, 2004 to Exclusively File Plan
WELLSPRING PERSONAL: Case Summary & Largest Unsecured Creditors

WILSONS THE LEATHER: March Comparable Store Sales Decrease by 2.6%
WOLVERINE TUBE: Q1 2004 Earnings Conference Call Set for Apr. 27
WORLDCOM: Lowe Asks Court to Deem Rejection Claim as Timely Filed

* Sheppard Mullin Adds 3 Associates to Corporate Practice Group

* Large Companies with Insolvent Balance Sheets

                           *********

ACTUANT: Issues $150 Million 2% Convertible Sr. Sub. Debentures
---------------------------------------------------------------
Actuant Corporation issued $150,000,000 aggregate principal amount
of its 2% Convertible Senior Subordinated Debenture due 2023 in a
private placement on November 10, 2003. The Company has prepared a
prospectus to be used by selling securityholders to offer and
resell debentures and the common stock issuable upon conversion of
the debentures. Actuant will not receive any proceeds from those
resales.

Interest on the debentures accrues from November 10, 2003, payable
semi-annually in arrears on May 15 and November 15 of each year,
beginning May 15, 2004. The debentures mature on
November 15, 2023, although the Company may redeem all or part of
the debentures at its option on or after November 20, 2010 as more
fully described in the prospectus.

Beginning with the six-month interest period commencing
November 15, 2010, the Company will pay contingent interest during
a six-month interest period if the trading price of a debenture is
above a specified level as described in the prospectus. The
debentures will be treated as contingent payment debt instruments
that are subject to certain United States federal income tax
rules.

The debentures are jointly and severally guaranteed on an
unsecured senior subordinated basis by certain of Actuant's
existing domestic subsidiaries and may be guaranteed by certain
future subsidiaries.

Holders of the debentures may require the Company to repurchase
all or any portion of the debentures on November 15, 2010,
November 15, 2013, and November 15, 2018, or at any time prior to
maturity upon the occurrence of a designated event as more fully
described in the prospectus.

Holders may convert the debentures into shares of Actuant's common
stock at a conversion rate of 25.0563 shares of its common stock
per $1,000 principal amount of the debentures (representing a
conversion price of approximately $39.91 per share), subject to
adjustment, prior to the close of business on the last business
day prior to the final maturity date under certain circumstances
as described in the prospectus.

The debentures are the Company's unsecured senior subordinated
obligations and the payment of the principal of and interest,
including contingent interest, if any, and liquidated damages, if
any, on the debentures are subordinated in right of payment to the
prior payment in full of the Company's existing and future senior
indebtedness, including its obligations under its senior credit
facility. The debentures rank equally in right of payment with
Actuant's existing and future senior subordinated indebtedness and
rank senior in right of payment to any of its future subordinated
indebtedness. The debentures also rank junior in right of payment
to the Company's secured indebtedness (including its obligations
under its senior credit facility) to the extent of the underlying
collateral.

Actuant's common stock is traded on the New York Stock Exchange
under the symbol "ATU." The  reported sale price for its common
stock on the New York Stock Exchange on February 26, 2004 was
$40.41 per share.

There is no public market for the debentures and Actuant does not
intend to apply for listing of the debentures on any securities
exchange or for quotation of the debentures through any automated
quotation system. The debentures currently trade in the Private
Offerings, Resales and Trading through Automatic Linkages Market,
commonly referred to as the PORTAL Market. However, once
debentures are sold under the prospectus, those debentures will no
longer trade on the PORTAL Market.

Actuant (S&P, BB Corporate Credit Rating, Stable Outlook),
headquartered in Milwaukee, Wisconsin, is a diversified industrial
company with operations in over 20 countries. The Actuant
businesses are market leaders in highly engineered position and
motion control systems and branded hydraulic and electrical tools.
Products are offered under such established brand names as
Enerpac, Gardner Bender, Kopp, Kwikee, Milwaukee Cylinder, Nielsen
Sessions, Power-Packer, and Power Gear.

For further information on Actuant and its business units, visit
the Company's Web site at http://www.actuant.com/


ADELPHIA COMMS: Proposes Excess Cable Equipment Auction Protocol
----------------------------------------------------------------
Adelphia Communications and its debtor-affiliates sought the
Court's authority to sell certain Excess Equipment, free and clear
of any liens, through an auction to achieve greater success in
obtaining the highest and best value for the Excess Equipment.
The Debtors proposed to conduct the auction online as the property
is dispersed widely throughout the United States.

To obtain the highest and best value for the Excess Equipment,
the ACOM Debtors ask the Court to these establish procedures in
connection with their efforts to auction excess cable equipment:

   (1) Auctions may be conducted and sales may be consummated
       upon 10 business days written notice by fax or hand
       delivery to:

       (a) the Office of the U.S. Trustee;

       (b) the counsel to the agents for the ACOM Debtors'
           lenders;

       (c) the counsel to the Creditors' Committee:

       (d) the counsel to the Equity Committee; and

       (e) any party known by the ACOM Debtors to assert a lien
           on the asset to be sold.

   (2) The Auction Notice will include:

       (a) a description of the Excess Equipment to be sold;

       (b) the minimum bid to be solicited at the auction for the
           assets and the appraised value of the assets, if any
           appraisal has been performed;

       (c) the date, time and location of the auction;

       (d) the name of the applicable ACOM Debtor that owns the
           assets sought to be sold at the auction;

       (e) a copy of the proposed purchase agreement intended to
           govern the sale;

       (f) the estimated closing date of the sale;

       (g) a statement that the sale will be free and clear of
           liens, claims, encumbrances and interests; and

       (h) a statement describing the intended use of the sale
           proceeds by the ACOM Debtors.

   (3) Objections to any proposed sale set forth in the Auction
       Notice must:

       (a) be made in writing;

       (b) state with particularity the grounds for the
           objection; and

       (c) be served on the ACOM Debtors and their counsel,
           together with proof of service, so as to be received
           within five business days of the service of the
           Auction Notice.

   (4) If no objections to a proposed asset sale set forth in the
       Auction Notice are received, the ACOM Debtors will be
       authorized to conduct the auction and consummate the
       sale with the successful bidder at the auction.  If the
       ACOM Debtors receive objections, and these objections are
       not settled or resolved, they will be authorized to
       proceed with a sale until a hearing or further Court
       order;

   (5) At the auction, all sales will be made subject to higher
       and better offers prior to the expiration of the Bidding
       Period;

   (6) All sales will be free and clear of liens, claims,
       encumbrances and interests, with any liens, claims,
       encumbrances and interests to attach to the proceeds of
       the sale in the same order and priority as the liens,
       claims, encumbrances and interest attached to the Excess
       Equipment before the sale;

   (7) The ACOM Debtors will keep a detailed accounting of the
       proceeds from the dispositions and all proceeds of the
       dispositions will be allocated and managed in accordance
       the Court's August 23, 2002 order approving the ACOM
       Debtors' postpetition financing; and

   (8) Once a sale is consummated, the ACOM Debtors will provide
       the Court with this information:

       (a) A description of assets sold;

       (b) Identity of the purchaser;

       (c) Purchase price;

       (d) A statement indicating whether or not the sale will be
           free and clear of liens, claims, encumbrances and
           interests;

       (e) A statement describing the intended use of the sale
           proceeds by the ACOM Debtors; and

       (f) A statement detailing the fees and commissions to be
           paid to Asset Auctions, LLC in connection with the
           Sale. (Adelphia Bankruptcy News, Issue No. 55;
           Bankruptcy Creditors' Service, Inc., 215/945-7000)


AEGIS: Names Scot Brunke as President & Chief Financial Officer
---------------------------------------------------------------
Aegis Communications Group, Inc. (OTC Bulletin Board: AGIS), a
marketing services company that enables clients to make customer
contact efforts more profitable, announced the appointment of Scot
Brunke as President and Chief Financial Officer.

"I am pleased to announce that Scot Brunke, who in a consulting
role has been our acting Chief Financial Officer, has accepted the
position of President and Chief Financial Officer," said Herman M.
Schwarz, Chief Executive Officer.  "Scot will report to me and, in
addition to his duties in the financial area, will assume
additional leadership responsibilities. Scot's former position at
RMH provides a strong understanding of our industry and its
challenges, while his banking background will lend expertise to
future growth strategies."

Prior to joining Aegis, Mr. Brunke was Chief Financial Officer of
RMH Teleservices, Inc., a provider of outsourced customer
relationship management (CRM) services.  Prior to that, Mr. Brunke
was an investment banker at J.P. Morgan Chase & Co. (and its
predecessors) for 15 years where he specialized in merger and
acquisition advisory and capital raising for Fortune 1000
companies.  Mr. Brunke holds a BBA in finance from the University
of Wisconsin - Whitewater and an MBA from Texas Christian
University.

                      Aegis Profile

Aegis Communications Group, Inc. -- whose December 31, 2003
balance sheet shows a total shareholders' deficit of $26,449,000 -
- is a marketing services company that enables clients to make
customer contact efforts more profitable.  Aegis' services are
provided to a blue chip, multinational client portfolio through a
network of client service centers employing approximately 3,700
people and utilizing approximately 4,600 production workstations.
Further information regarding Aegis and its services can be found
on its Web site at http://www.aegiscomgroup.com/


AIR CANADA: Union Supports Efforts to Keep Airline Flying
---------------------------------------------------------
"We've seen their plan, now lets move ahead." That was the
reaction of Dave Ritchie, Canadian General Vice President of the
International Association of Machinists and Aerospace Workers;
following the review of Air Canada's revised business plan.

"After receiving an updated business plan, I want to assure the
court monitor Mr. McDonald and Air Canada's restructuring officer,
Paul Brotto, that the IAMAW has and will continue to support every
effort to keep this airline flying so that it can continue to
serve the public, its investors and employees for years to come."
Ritchie said.

Representatives from all of Air Canada's unions including the
IAMAW were in Montreal to review the revised business plan with
which the airline hopes to attract investors. This is the second
business plan Air Canada has issued since it filed for protection
under the Companies' Creditors Arrangements Act (CCAA).

"We will analyze this business plan and we will continue to work
with all other Air Canada unions," Ritchie said. "We continue to
maintain our position. I'm not convinced more concessions are
necessary to make this thing fly. Is there money elsewhere, I
think there is."

The IAMAW is Air Canada's largest union with more than 11,000
members.

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


AIR CANADA: CCAA Stay Further Extended to May 21, 2004
------------------------------------------------------
Air Canada provides the following update on the airline's
restructuring under the Companies' Creditors Arrangement Act:

Justice Farley of the Ontario Superior Court of Justice approved
an extension of the stay period granted to Air Canada on April 1,
2003 until May 21, 2004.

The extension will allow the Company, in conjunction with the
Monitor and its stakeholders, to develop a process for soliciting
new equity or other post-emergence financing. Air Canada expects
to return to the Court before May 21 to seek approval of the
process.

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


AIR CANADA: Steelworkers Declare Support for Air Canada Unions
--------------------------------------------------------------
On behalf of the union's membership in Ontario and Atlantic
Canada, United Steelworkers' District 6 Director Wayne Fraser said
that Steelworkers unconditionally support Air Canada's unions and
their refusal to cave in to pension concession demanded by Trinity
Time Investments Ltd.

"The unionized employees at Air Canada have devoted their working
lives to the airline, and have made the tough, but responsible,
decision to give up hundreds of millions of dollars in wage and
work restructuring concessions to ensure the survival of the
airline." said Fraser.

"Now, they are being blackmailed to also give up their hard earned
right to a financially secure retirement. The United Steelworkers
will support these workers and their unions unconditionally in
their battle to maintain their pensions."

"This isn't just an Air Canada issue or an issue that concerns the
members of the IAM, CAW, CUPE or the Pilots' Association," he
said. "It concerns everyone in the Canadian labour movement, and
should concern every working person in Canada."

"Pensions are deferred wages, not 'legacy liabilities'. They are
the only avenue that working people have to guarantee their
security and dignity at the end of their working lives. Multi-
millionaires like Robert Milton or Stelco CEO Courtney Pratt might
not understand how important that is, but ordinary people who have
to work for a living do."

Like the Air Canada unions, the United Steelworkers has experience
with the process imposed by the Companies Creditors Arrangement
Act (CCAA) and with the battle to preserve pensions. Steelmakers
Stelco Inc. and Ivaco Inc. are both under CCAA protection, and
pensions have been a hot-button issue in talks with both
companies.

"Pensions are not on the table, end of story," said Fraser. "The
sooner these companies realize that, the sooner we can work
together on creative ways to solve the company's problems."

Fraser pointed to the recent deal to save Slater Steel in Hamilton
as a model of how ailing companies can be saved without gutting
pensions when there is genuine effort and good faith on both sides
of the bargaining table.

When Slater management refused to consider any reasonable
solutions to its financial crisis, Fraser said, "we took matters
into our own hands, locating a potential buyer in Delaware Street
Capital (DSC)."

The union was able to negotiate a deal with DSC, and agreement
which saw the company assume $24 million in pension shortfalls and
retiree benefit costs in exchange for a two-year, temporary wage
cut and cooperation with a work restructuring plan. The impact of
the wage cuts are offset by new incentive plans that will kick in
as the new company increases productivity and recaptures market
share.

The deal saved 275 jobs and the pensions and medical benefits of
400 retirees. A $1-million training fund for displaced workers was
also established.

"Steelworkers, and the labor movement in Canada, have drawn a line
in the sand over this," Fraser said. "No concessions on pensions."

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


ALASKA AIR: Will Webcast Q1 Financial Results on April 23
---------------------------------------------------------
Alaska Air Group, Inc. (NYSE: ALK) the parent company of Alaska
Airlines, Inc. and Horizon Air Industries, Inc., will announce its
first quarter 2004 financial results on Friday, April 23, 2004.  A
conference call is scheduled at 8:30 a.m. PT/ 11:30 a.m. ET.
Interested parties may listen to the call via webcast at
http://www.alaskaair.com/

Seattle-based Alaska Air Group is the parent company of Alaska
Airlines and Horizon Air Industries.

As previously reported, Standard & Poor's Ratings Services lowered
its ratings on Alaska Air Group Inc. and subsidiary Alaska
Airlines Inc., including lowering the corporate credit rating on
both to 'BB-' from 'BB.' Ratings were removed from CreditWatch,
where they were placed March 18, 2003. The outlook is negative.


AMERCO: Court Directs SEC to Defend Subpoena Enforcement Action
---------------------------------------------------------------
Bruce T. Beesley, Esq., at Beesley, Peck & Matteoni, Ltd., in
Reno, Nevada, relates that on October 9, 2003, the Securities and
Exchange Commission filed a contingent, unliquidated and
unsecured proof of claim against Amerco.  The SEC alleges that it
holds "claims for disgorgement and civil penalties arising out of
securities law violations."  The SEC asserts that Amerco incurred
this debt prior to its June 20, 2003 Chapter 11 filing.  Mr.
Beesley notes that the SEC Claim provides no further explanation
of its legal and factual basis.

By filing the Claim, Mr. Beesley points out that the SEC
voluntarily submitted to the jurisdiction of the Bankruptcy Court
as an Amerco Creditor.  However, on March 5, 2004, the SEC,
without prior notice to Amerco, commenced a judicial proceeding
against Amerco by filing an Application and Motion in the U.S.
District Court for the District of Nevada.  The SEC gave this
statement:

           COMMISSION FILES SUBPOENA ENFORCEMENT ACTION
                          AGAINST AMERCO

          On March 5, 2004, the Commission filed an application
     with the United States District Court for the District of
     Nevada, Northern Division, for an order to enforce
     investigative subpoenas served on AMERCO, the parent company
     of U -Haul, Inc.

          The Commission's application and supporting papers
     allege that on November 4, 2002, the Commission issued a
     formal order of private investigation entitled In the Matter
     of AMERCO.  On January 7, 2003, January 23, 2003, and
     February 21, 2003, the Commission issued administrative
     subpoenas to AMERCO in the course of that formal
     investigation into possible violations of the federal
     securities laws.  The subpoenas required AMERCO to produce
     documents, including e-mails, relevant to the investigation.
     The Commission further alleges that, as of the date of the
     Commission's application, over a year has elapsed since
     service of the last of the subpoenas, and AMERCO has failed
     to produce all, or even substantially all, of the e-mails
     subpoenaed, and AMERCO has no valid justification for its
     failure to comply.  The Commission's application and
     supporting papers also allege that, as recently as March 3,
     2004, AMERCO declined to provide the staff of the Commission
     with a date by which it will complete production of the
     responsive e-mails and that a court order is necessary to
     prevent further delay in response to the subpoenas.

          A hearing on the Commission's application has not yet
     been scheduled.

According to Mr. Beesley, the SEC Motion essentially concerns a
claimed discovery dispute with Amerco, which Amerco is working to
resolve amicably.  Jeffrey F. Roberson, a Partner at Crowell &
Moring LLP, the firm representing Amerco on the SEC
investigation, tells Judge Zive that the claimed discovery
dispute concerns the timing and manner of document production and
does not involve any attempt by Amerco to avoid production of the
requested documents.

The SEC Claim and the Administrative Subpoenas are inextricably
linked because they relate to the same prepetition events.  The
SEC Claim represents an affirmative choice by the SEC to pursue
the claim in the Bankruptcy Court.

In the Confirmation Order, the Court established a detailed and
orderly framework for the allowance and disallowance of claims
against Amerco, including the SEC Claim.  Under the framework,
the Court has exclusive jurisdiction over the resolution of
claims.  Thus, Mr. Beesley concludes that the SEC Motion is the
SEC's attempt to disavow the choice that it made in filing its
proof of claim and to disregard the Court's exclusive
jurisdiction.

Mr. Beesley tells the Court that Amerco has cooperated and will
continue to cooperate with the SEC in its investigation.
However, the SEC's commencement of a judicial proceeding against
Amerco in a different court, after it has filed the proof of
claim and without seeking leave of the Court, represents an
improper departure from the confirmed Plan.

Mr. Beesley explains that at its core, the dispute with the SEC
is not about the automatic stay, and whether the SEC enjoys an
exemption from the stay.  The dispute is a judicial dispute about
the Bankruptcy Court's ability to enforce its own Orders, in
Amerco's case, the Confirmation Order.

Amerco would have preferred an amicable settlement of the
dispute.  In fact, the Reorganized Debtors immediately requested
the SEC to withdraw its Motion from the District Court and
resubmit the matter to the Bankruptcy Court.  The SEC has
expressed its firm intention not to do so.  Under the
circumstances, judicial intervention by the Bankruptcy Court is
necessary.

Accordingly, the Reorganized Debtors ask the Court to direct the
SEC to appear before the Court and to show cause why it has not
violated the Confirmation Order.

Under the Plan, the Debtors have until April 29, 2004 to file an
objection to a claim.  The Reorganized Debtors propose postponing
resolution of the SEC Claim until the SEC completes its
investigation.  In the meantime, Amerco will continue to
cooperate with the SEC in that investigation and will work with
the SEC to resolve the claimed discovery dispute amicably.
Again, if the SEC feels compelled to seek judicial intervention
in that regard, the Bankruptcy Court is the proper forum.

                       *     *     *

Judge Zive directs the Securities and Exchange Commission to
appear before the Court on May 14, 2004, at 2:00 p.m. and show
cause why it has not violated his order confirming the Debtors'
First Amended Joint Plan of Reorganization.  The SEC may submit
their written response to the Debtors' request no later than
April 16, 2004.

Headquartered in Reno, Nevada, AMERCO's principal operation is U-
Haul International, renting its fleet of 96,000 trucks, 87,000
trailers, and 20,000 tow dollies to do-it-yourself movers through
over 1,000 company-owned centers and 15,000 independent dealers
located throughout the United States and Canada.  The Company
filed for chapter 11 protection on June 20, 2003 (Bankr. Nev. Case
No. 03-52103).  Craig D. Hansen, Esq., Jordan A. Kroop, Esq.,
Thomas J. Salerno, Esq., and Carey L. Herbert, Esq., at Squire,
Sanders & Dempsey LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,042,777,000 in total assets and
$884,062,000 in liabilities. (AMERCO Bankruptcy News, Issue No.
24; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMERICAL CORP: Files for Chapter 11 Protection in North Carolina
----------------------------------------------------------------
Americal Corp., the maker of Peds brand socks and hosiery, has
filed for chapter 11 bankruptcy protection and plans to sells its
Peds brand to an auction bidder within the next 60 to 90 says, the
Triangle Business Journal reported.

The company has reached an agreement "in principle" to sell the
Peds brand to a stalking horse bidder. The company told employees
in March that it had an impending debt payoff due to competitor
Sara Lee Corp. from a failed joint venture project the companies
had invested in the 1980s.

Americal has obtained financial commitments to continue
operations. It expects to emerge from bankruptcy shortly after the
sale of the Peds brand. The bankruptcy papers were filed April 7
with the U.S. Bankruptcy Court for the Eastern District of North
Carolina in Raleigh. (ABI, April 9)


AMERICAL CORP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Americal Corporation
        P.O. Box 1419
        Henderson, North Carolina 27536-1419

Bankruptcy Case No.: 04-01333

Type of Business: The Debtor is a maker of Peds brand socks and
                  hosiery.

Chapter 11 Petition Date: April 7, 2004

Court: Eastern District of North Carolina (Raleigh)

Judge: Thomas Small

Debtor's Counsel: J. William Porter, Esq.
                  Parker Poe Adams & Bernstein, LLP
                  401 South Tryon Street, Suite 3000
                  Charlotte, NC 28202
                  Tel: 704-372-9000

Total Assets: $18,753,485

Total Debts:  $25,825,055

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Sara Lee                      LT Note                $11,402,937
Three First National Plaza
Chicago, IL 60602

Star America                  Accounts Payable          $490,525
P.O. Box 1501
Concord, NC 28025

PBM Graphics, Inc.            Accounts Payable          $158,821

Qualified Staffing            Accounts Payable          $109,843

Progress Energy Carolinas     Accounts Payable           $80,339

Brogden Mills                 Accounts Payable           $44,128

Jefferson Smurfit Corp (US)   Accounts Payable           $44,100

Cavalier Specialty Yarn       Accounts Payable           $43,630

Clayson Knitting              Accounts Payable           $38,587

Dyna Yarn USA, LLC            Accounts Payable           $38,480

D & J Express                 Accounts Payable           $37,974

Public Service of NC          Accounts Payable           $34,919

Rolan DBA                     Accounts Payable           $33,545

Carolina Hosiery Mills, Inc.  Accounts Payable           $31,016

Matchpoint Enterprises        Accounts Payable           $29,880

CIT Group/Commercial          Accounts Payable           $28,579
Services

Delta Galil/Inner Secret      Accounts Payable           $26,568

Allied Security               Accounts Payable           $26,322

Unifi Manufacturing Inc.      Accounts Payable           $25,046

3L Associates                 Licensing Agreement        $25,000


AMERICAN AIRLINES: Projects $400MM in Added Fuel Costs This Year
----------------------------------------------------------------
American Airlines faces possibly $400 million in added fuel
expenses this year due to soaring oil prices, highlighting an
urgent need for more cost cutting companywide, a top executive
said on Thursday, Reuters reported. The airline was on the brink
of bankruptcy about a year ago but it reached last-minute
concession deals with its major labor unions, resulting in a
substantial drop in its unit costs by the end of last year.

But despite that, the company faces yet another unforeseen fiscal
challenge as it is minimally hedged on its jet fuel purchases in
the second half of this year, according to CFO James Beer. (ABI,
April 9)

                        *   *   *

As reported in the Troubled Company Reporter's February 13, 2004
edition, Standard & Poor's Ratings Services assigned its 'CCC'
rating to AMR Corp.'s $300 million senior convertible notes due
2024 (guaranteed by subsidiary American Airlines Inc.; both rated
B-/Stable/--), a Rule 415 shelf drawdown. The rating is two
notches  below the corporate credit rating of AMR, because the
large amount  of secured debt and leases relative to AMR's owned
and leased asset base places senior unsecured creditors in an
essentially subordinated position.

"The convertible note offering bolsters AMR's liquidity in advance
of heavy upcoming debt maturities and pension obligations," said
Standard & Poor's credit analyst Philip Baggaley. "The company
continues to make progress on narrowing losses, reflecting mostly
substantial labor cost concessions agreed in April 2003, and on
gradually restoring a weak financial profile," the credit analyst
continued.

The 'B-' corporate credit ratings on AMR Corp. and American
Airlines Inc. reflect a weak financial profile following several
years of huge losses, heavy upcoming debt and pension obligations,
and participation in the competitive, cyclical, and capital-
intensive airline industry. An improved cost structure following
substantial labor concessions and adequate near-term liquidity are
positives.

AMR's improving operating results and liquidity should enable it
to maintain credit quality consistent with its rating, despite
heavy financial obligations.  AMR Corp.'s December 31, 2003,
consolidated balance sheet shows more than $29 billion in
liabilities and shareholder equity has dwindled to $46 million.


AMERIQUEST: Fitch Rates $13.5 Million Class M-7 Notes at BB+
------------------------------------------------------------
Ameriquest Mortgage Securities Inc., series 2004-R3, is rated by
Fitch Ratings as follows:

        --$805 million class A-1A, A-1B, A-2, A-3 and A-4 'AAA';
        --$67.5 million class M-1 'AA';
        --$52.5 million class M-2 'A';
        --$15 million class M-3 'A-';
        --$11 million class M-4 'BBB+';
        --$10 million class M-5 'BBB';
        --$10.5 million class M-6 'BBB-';
        --$13.5 million non-offered class M-7 'BB+'.

Credit enhancement for the 'AAA' rated class A certificates
reflects the 18% subordination provided by classes M-1, M-2, M-3,
M-4, M-5, M-6, M-7, monthly excess interest and initial
overcollateralization (OC) of 1.50%. Credit enhancement for the
'AA' rated class M-1 certificates reflects the 11.25% ubordination
provided by classes M-2, M-3, M-4, M-5, M-6, M-7, monthly excess
interest and initial OC. Credit enhancement for the 'A' rated
class M-2 certificates reflects the 6% subordination provided by
classes M-3, M-4, M-5, M-6, M-7, monthly excess interest and
initial OC. Credit enhancement for the 'A-' rated class M-3
certificates reflects the 4.50% subordination provided by classes
M-4, M-5, M-6, M-7, monthly excess interest and initial OC. Credit
enhancement for the 'BBB+' rated class M-4 certificates reflects
the 3.40% subordination provided by classes M-5, M-6, M-7, monthly
excess interest and initial OC. Credit enhancement for the 'BBB'
rated class M-5 certificates reflects the 2.40% subordination
provided by classes M-6 and M-7, monthly excess interest and
initial OC. Credit enhancement for the 'BBB-' rated class M-6
certificates reflects the 1.35% subordination provided by class M-
7, monthly excess interest and initial OC. Credit enhancement for
the 'BB+' rated non-offered class M-7 certificates reflects
monthly excess interest and initial OC. In addition, the ratings
reflect the integrity of the transaction's legal structure, as
well as the capabilities of Ameriquest Mortgage Company as master
servicer. Deutsche Bank National Trust Company will act as
trustee.

As of the cut-off date, the mortgage loans have an aggregate
balance of $1,000,000,175. The weighted average loan rate is
approximately 7.87%. The weighted average remaining term to
maturity (WAM) is 351 months. The average cut-off date principal
balance of the mortgage loans is approximately $163,961. The
weighted average original loan-to-value ratio (OLTV) is 79.81% and
the weighted average Fair, Isaac & Co. (FICO) score was 607. The
properties are primarily located in California (22.74%), Florida
(10.66%) and New York (7.66%).

The mortgage loans were originated or acquired by Ameriquest
Mortgage Company, a specialty finance company engaged in the
business of originating, purchasing and selling retail and
wholesale subprime mortgage loans.


ANC RENTAL: Files Second Amended Joint Liquidating Plan
-------------------------------------------------------
The ANC Rental Corporation Debtors and the Official Committee of
Unsecured Creditors presented to Judge Walrath a Second Amended
Joint Liquidating Plan on April 2, 2004, incorporating these
changes:

   (1) To effectuate the Plan, Section 6.1 of the Plan is
       amended to allow for the payment of Ad Valorem Tax Claims
       on or before the Effective Date, as the Claim are
       reconciled, as opposed to solely after the Effective Date.
       The Sale Order established a reserve for the payment of
       those tax claims;

   (2) The definition of the Effective Date has been amended to
       include certain preconditions;

   (3) The Debtors and the Liquidating Trustee will enter into
       the Liquidating Trust Agreement on the Confirmation Date
       as opposed to the Effective Date;

   (4) Out of abundance of caution and to comply with Section
       1123(a)(1) of the Bankruptcy Code, the Section of the Plan
       describing the treatment of Other Secured Claims and Ad
       Valorem Tax Claims has been moved to Article Six of the
       Plan.  The actual treatment of the Claims remains the
       same;

   (5) Section 9.1(c) of the Plan has been amended to provide
       that the transfer and assignment of assets, including
       Causes of Action and Avoidance Actions, will occur on the
       Confirmation Date as opposed to the Effective Date.  For
       tax reasons, Section 9.1(c) has been amended to provide
       that the Liquidating Trustee has the discretion to
       determine the timing of the transfer of assets and
       the extinguishments of any stock of any non-debtor
       subsidiaries; and

   (6) Section 9.5 of the Plan has been amended to clarify that
       only those holders of claims or interest who voted in
       favor of the Plan are deemed to release the Release
       Parties.

                         Effective Date

The Amended Plan defines the Effective Date as the first Business
Day following the day on which:

   (1) the Liquidating Trustee determines that there is
       sufficient Cash on Hand to pay all Allowed Administrative,
       Other Secured, Ad Valorem Tax and Priority Claims;

   (2) the Liquidating Trustee determines that there is
       sufficient Cash on Hand to pay -- in his reasonable
       prudent business judgment on his counsel's advice -- the
       ultimate Allowed amount of Disputed Administrative, Other
       Secured, Ad Valorem and Priority Claims after the Disputed
       Claims have been either consensually resolved or
       liquidated by final Court order, unless any holder of the
       Allowed Administrative, Other Secured, Ad Valorem Tax or
       Priority Claims expressly waives the requirement that
       there be sufficient Cash on Hand to pay the Holder's
       claim; and

   (3) all action have been take with respect to the dissolution
       or merger of any Subsidiary Debtors that the Liquidating
       Trustee determines to be necessary or appropriate prior to
       the asset transfer pursuant to Section 9.3 of the Plan.

The Effective Date may not occur on a date more than 360 days
after the Confirmation Date unless the 360-day period is extended
by agreement of both the Debtors and the Liquidating Trustee.

If the Effective Date does not occur within the time provided for
in the Plan, all assets of the Liquidating Trust will be
transferred to the Debtors.

Nothing in the Plan or in the Confirmation Order will prevent the
Debtors from paying the holders of Allowed Ad Valorem Tax Claims
before the Effective Date.  The Debtors are authorized to make
those payments from reserved funds.

                        Letter Agreement

The Debtors and the Liquidating Trustee will enter into the
Liquidating Trust Agreement on the Confirmation Date, not on the
Effective Date.   To recall, the Letter Agreement is the
agreement and declaration of trust establishing the Liquidating
Trust in conformity with the provisions of the Plan, which will
be approved in the Confirmation Order.

A free copy of the Proposed Letter Agreement is available at:

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

             Second Administrative Expense Bar Date

The Amended Plan schedules the Second Administrative Expense Bar
Date to be 45 days from the date of the mailing of the Second
Administrative Expense Bar Date Notice.  The Second
Administrative Expense Bar Date is the deadline for the filing of
request for payment of Administrative Expenses incurred:

   (1) from January 31, 2004 up to and including the Confirmation
       Date; and

   (2) by the Debtors' former employees.

This deadline will not apply to applications for final allowance
of compensation and the reimbursement of expenses pursuant to
Sections 327, 328, 330, 331 or 503(b) filed by professional
persons for services rendered through and including the
Confirmation Date.

                      Ad Valorem Tax Claims

As soon as practicable after the Ad Valorem Tax Claims are
reconciled, each Holder will receive full payment from the Ad
Valorem Tax Escrow established pursuant to the Sale Order.  If,
in the event the amounts in the Ad Valorem Tax Escrow are
insufficient to pay any Allowed Ad Valorem Tax Claim, the Debtors
or the Liquidating Trust will pay the Holder equal to the
insufficiency as soon as practicable after the Effective Date as
the Claims are reconciled.

Except as otherwise set forth in the Confirmation Order with
respect to the German Debtors, on the Confirmation Date, the
Debtors or the Liquidating Trust will have the authority to
dissolve or merge the Debtor' corporations.  From and after the
Confirmation Date, the Liquidating Trustee will have all
corporate governance power over the Debtors in connection with
all post-confirmation activities.

      Resolving Disputed Claims and Avoidance Actions

Only the Debtors will have the authority to file, settle,
compromise, withdraw or litigate to judgment objections to Claims
after the Confirmation Date.  The Liquidating Trustee will have
that authority after the Effective Date.   The Debtors and the
Liquidating Trustee will employ outside legal counsel without the
need for Bankruptcy Court approval in connection with the
resolution, administration and prosecution of all matters with
respect to the Disputed Claims.

The Court's order establishing procedures governing all Adversary
Proceedings brought pursuant to Section 547 of the Bankruptcy
Court, which is intended to be entered contemporaneously with the
Confirmation Order, will continue to be in force following Plan
confirmation.  After the Confirmation Date, the Debtors will be
authorized to settle or otherwise resolve any Avoidance Actions
without further notice or authorization of the Court.  The
Liquidating Trustee will continue that role after the Effective
Date.

                 Deutsche Bank Letter Agreement

In the event that the Court determines that the amended and
restated March 29,2002 Letter Agreement between ANC and Deutsche
Bank Securities, Inc. is not terminated, nothing in the Plan will
be deemed to terminate or reject the Letter Agreement.

A free copy of the Second Amended Joint Liquidating Plan is
available at:

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

Headquartered in Fort Lauderdale, Florida, ANC Rental Corporation,
is the world's third-largest publicly traded car rental company.
The Company filed for chapter 11 protection on November 13, 2001
(Bankr. Del. Case No. 01-11200). Brad Eric Scheler, Esq., and
Matthew Gluck, Esq., at Fried, Frank, Harris, Shriver & Jacobson,
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from their creditors, they listed
$6,497,541,000 in assets and $5,953,612,000 in liabilities. (ANC
Rental Bankruptcy News, Issue No. 51; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


APPLICA INC: Settles Patent Infringement Litigation with Tilia
--------------------------------------------------------------
Applica Incorporated (NYSE: APN) and its U.S. operating
subsidiary, Applica Consumer Products, Inc., have entered into a
license and settlement agreement with Tilia, Inc. and Tilia
International, Inc. to resolve patent infringement litigation
pending in federal court in Miami and before the International
Trade Commission in Washington, D.C.

As part of the license and settlement agreement, Applica agreed to
pay Tilia royalties for using its vacuum sealing technology. In
addition, Applica agreed to not contest the validity of Tilia's
previously disputed patents and to settle any future disputes over
product infringement by arbitration. Specific terms of the license
and settlement agreement, including the terms of the license, were
not disclosed and the parties have agreed to keep these
confidential.

Applica confirms its earnings guidance of $0.80 to $1.00 per share
for the year ended December 31, 2004.

Applica Incorporated and its subsidiaries (S&P, B Corporate Credit
Rating, Negative Outlook) are manufacturers, marketers and
distributors of a broad range of branded and private-label small
electric consumer goods. The Company manufactures and distributes
small household appliances, pest control products, home
environment products, pet care products and professional personal
care products.  Applica markets products under licensed brand
names, such as Black & Decker(R), its own brand names, such as
Windmere(R), LitterMaid(R) and Applica(R), and other private-label
brand names.  Applica's customers include mass merchandisers,
specialty retailers and appliance distributors primarily in North
America, Latin America and the Caribbean.  The Company operates
manufacturing facilities in China and Mexico. Applica also
manufactures products for other consumer products companies.
Additional information regarding the Company is available at
http://www.applicainc.com/


AQUILA: S&P Lowers Credit Rating to B- & Assigns Negative Outlook
-----------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
rating on Aquila Inc. to 'B-' from 'B'. The outlook is negative.

Kansas City, Mossiour-based energy provider Aquila has
approximately $2.7 billion of outstanding debt.

"The downgrade reflects continued uncertainty regarding Aquila's
ability to restructure its gas prepay contracts and the
expectation that credit measures will remain pressured despite
management's efforts to stem its deteriorating credit profile,"
said Standard & Poor's credit analyst Rajeev Sharma.

Standard & Poor's also said that the negative outlook reflects
that the ratings could be lowered if Aquila is unable to
significantly reduce debt leverage, stabilize credit measures, and
maintain sufficient liquidity for the rating level. Further rating
action will be predicated on Aquila's ability to restructure the
gas prepay contracts.

Due to weak cash flow generation from operations, asset sales have
been necessary for Aquila to reduce its debt levels and shore up
its balance sheet. Management has executed more than $2.4 billion
of asset sales over the past two years.

Still, expected cash flow from the company's reconstituted
business plan is currently insufficient to fully service Aquila's
debt. Cash flow generation relative to total debt is likely to
remain weak and not exceed 10% in the near term.


ATA HOLDINGS: Selling ATA Training Corp. to Aviation Institute
--------------------------------------------------------------
ATA Holdings Corp. (Nasdaq: ATAH), parent company of ATA Airlines,
Inc., has agreed to sell one of its subsidiaries, ATA Training
Corporation (ATATC) to the Aviation Institute of Maintenance.
ATATC operates ATA Training Academy, whose primary objective is to
educate and prepare students for careers as certified aircraft
technicians.  The sale will allow ATA to focus on its core
business as a passenger airline.

ATATC has 82 enrolled students.  The students will see no
interruption in or change to their curriculum or class schedules.

The Aviation Institute of Maintenance is headquartered in Virginia
Beach, Va. and operates fifteen vocational trade schools,
including five schools that deal exclusively in aviation
maintenance.  The sale will be deemed complete when all regulatory
bodies approve transfer of ownership.

The training academy was founded in 1992, in Indianapolis, Ind. by
ATA Chairman and CEO, George Mikelsons, and James W. Hlavacek, ATA
Vice Chairman.

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

                        *   *   *

As reported in the Troubled Company Reporter's February 6, 2004
edition, Standard & Poor's Ratings Services revised the
implications of its CreditWatch review on ATA Holdings Corp. and
subsidiary ATA Airlines Inc. to positive from developing. The
corporate credit rating on both entities is 'CCC'. The ratings
were initially placed on CreditWatch March 18, 2003, and
subsequently lowered to current levels July 29, 2003.

At the same time, 'CC' ratings were assigned to ATA Holdings
Corp.'s $163.1 million 13% senior notes due 2009 and $110.2
million of 12-1/8% senior notes due 2010, exchange offers for
outstanding notes. Standard & Poor's placed the ratings on these
notes on CreditWatch with positive implications.

"The revised CreditWatch implication reflects the company's
Jan. 30, 2004, completion of exchange offers for $260.3 million of
notes due in 2004 and 2005," said Standard & Poor's credit analyst
Betsy Snyder. "The successful conclusion of the exchange offers,
which were voluntary for bondholders, plus other actions to defer
near-term cash obligations, should alleviate somewhat ATA's
liquidity problems," the analyst continued. ATA received the
consent of the Air Transportation Stabilization Board pursuant to
its government-guaranteed loan. In addition, ATA completed a
restructuring of various aircraft operating leases, with a portion
of the payments rescheduled until later in the terms of the
leases. Standard & Poor's will review the effect of the debt
restructuring on ATA's financial profile to resolve the
CreditWatch.


ATLANTA URBAN: S&P Lowers Ratings on Multifamily Housing Bonds
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Atlanta
Urban Residential Finance Authority, Georgia's $5.5 million
multifamily housing bonds series 1997A and $500,000 series 1997B,
issued for Evergreen Village Estates project, to 'BB' and 'B',
from 'BBB' and 'BB', respectively. The outlook is negative.

The downgrade reflects the continued decline in debt service
coverage and a weak multifamily housing market in Atlanta.

The issue was originally underwritten at 1.55x debt service
coverage on senior debt, and 1.40x coverage on junior rated debt.
Debt service coverage ratios based on year-end December 2003
unaudited financial statements indicate senior debt service
coverage was approximately 0.87x and subordinate debt service
coverage was approximately 0.78x. This is the fourth year in a row
that coverage levels have been below underwritten levels.

The average rent decreased to $494 per unit per month in fiscal
2003 from $529 per unit per month in fiscal 2001. Average rent
decreased primarily due to higher vacancies and concessions.
Expenses per unit per year increased to $4,377 in fiscal 2003 from
$3,894 in 2001. The increase in expenses can be attributed to
higher insurance costs, payroll expenses, and maintenance and
repair items. The expense ratio was 70.59% for the year. Total
rated bonds loan to value for 2003 was approximately 127%
based on Dec. 31, 2003, net operating income discounted at a 9.25%
capitalization rate.

The physical occupancy rate at the property was 85.2% as of Dec.
31, 2003. The occupancy rate is in-line with submarket rates,
which are between 82% and 83%.

Reis reports that the Atlanta apartment market is struggling with
high vacancy as the exuberant building cycle of the recent past
has finally caught up with diminished demand as the economy slows.
While Atlanta's economy shows signs of improving, and some sources
say the apartment market may have hit bottom, the immediate
outlook calls for caution. According to Reis' fourth quarter 2003
market analysis report, the multifamily market in the Atlanta
metropolitan statistical area is experiencing extremely high
vacancy rates, at 11%, up from 10.8% in the previous quarter. This
trend was further exacerbated by a greater number of net
completions in 2003 and a drop in net absorption. Average asking
and effective rents are reported at $826 and $727 per month, up
0.7% and 0.1%, respectively, from the third quarter.


BANC OF AMERICA: Fitch Hacks 4 Note Ratings to Lower-B Level
------------------------------------------------------------
Fitch Ratings downgrades Banc of America Large Loan Inc.'s
commercial mortgage pass-through certificates, series 2001-7WTC,
as follows:

        --$211.2 million class A to 'A' from 'AAA';
        --Interest only classes X-1 and X-2 to 'A' from 'AAA';
        --$19.3 million class B to 'BBB+' from 'AA+';
        --$26.8 million class C to 'BBB' from 'AA';
        --$14.9 million class D to 'BBB-' from 'AA-';
        --$34.2 million class E to 'BB+' from 'A+';
        --$17.9 million class F to 'BB' from 'A';
        --$31.3 million class G to 'B+' from 'BBB+';
        --$27.4 million class H to 'B' from 'BBB'.

The classes within the transaction remain on Rating Watch
Negative.

The certificates are secured by the beneficial ownership in a
trust that owns a $383 million loan secured by certificates, owned
by Blackstone Real Estate Partners III LP through related entities
representing ownership interests in another trust, secured by four
mortgage loans (underlying loan) to the underlying borrower
originally totaling $449.4 million on a leasehold interest in 7
World Trade Center (7WTC).

The classes are downgraded and remain on Rating Watch Negative as
the credit characteristics of the underlying loan are now similar
to that of a construction loan, a position for which the original
ratings are inconsistent. Factors contributing to the downgrade
include: the decline in net effective market rents, the smaller
size of the building planned for construction, lack of any in-
place leases, the improbability of replicating the tenant credit
quality that existed at the time of the original securitization,
and the fact that insurance proceeds are being used to fund
construction because other sources of funds are not yet available.

The ground lease requires the building to be rebuilt. In
accordance with the terms of the ground lease, construction is
underway. The Consolidated Edison substation is complete and the
office tower above is in process. The servicer, Bank of America,
funded approximately $6.7 million from the insurance escrow
account to the contractor on Feb. 25, 2004. The servicer reports
that it is close to finalizing a funding agreement governing the
release of funds from the insurance proceeds which would provide
additional controls to partially mitigate the construction risk.

At origination, the underlying borrower obtained an 'all risk'
insurance policy with coverage of up to $861 million. Insurance
proceeds paid to date total $441 million, representing the
undisputed actual cash value (ACV) by Industrial Risk Insurers
(IRI), the property insurance carrier. IRI will also fund an
additional $48 million to include business interruption coverage.
Although a final insurance proceeds settlement has not been
reached, the servicer reports that the parties are actively
negotiating a replacement cost settlement.

An estimate of the underlying borrower's construction budget for
the core and shell, the tenant work, and the interest carry on the
underlying loan at a rate of 9.41% creates a potential shortfall
between the amount of funds needed and the sources currently
available. In addition, the maturity of the underlying loan in
January 2006 presents a refinancing challenge, which would be
compounded without tenants in place.

Although the underlying borrower has been approved for $440
million in tax-exempt financing under the Liberty Bonds program
for construction in lower Manhattan, credit enhancements must be
structured prior to issuance. Proceeds from the Liberty Bonds may
not be used to repay debt. In the event the borrower is successful
in obtaining credit enhancement for the Liberty Bonds, the
underlying mortgage could be retired with the insurance proceeds.

Some factors that could cause further downgrades include: 1)
insufficient proceeds to complete the construction, 2)
insufficient cash flow from the building upon completion to
refinance the loan, and 3) a default on the loan at maturity.


BOISE CASCADE: Fixes Annual Shareholders' Meeting for April 15
--------------------------------------------------------------
The Annual Meeting of Shareholders of Boise Cascade Corporation
will be held at 2 PM, Mountain Daylight Time, Thursday,
April 15, 2003 at 1111 W. Jefferson St., Boise, Idaho.
Shareholders   will vote on the following:

        1. elect four directors to serve three-year terms;

        2. approve the appointment of the independent accountants
           for 2004;

        3. consider and act upon one shareholder proposal
           regarding separation of the position of Chairman of the
           Board and Chief Executive Officer; and

        4. conduct other business properly brought before the
           meeting.

Shareholders who owned stock at the close of business on
February 23, 2004, can vote at the meeting.

Boise (S&P, BB+ Corporate Credit Rating, Stable Outlook),
headquartered in Boise, Idaho, provides solutions to help
customers work more efficiently, build more effectively, and
create new ways to meet business challenges.  Boise is a major
distributor of office products and building materials and an
integrated manufacturer and distributor of paper, packaging, and
wood products.  Boise owns or controls more than 2 million acres
of timberland, primarily in the United States, to support our
manufacturing operations.  Visit the Boise Web site at
http://www.bc.com/


BUDGET GROUP: Files Second Amended Chapter 11 Plan Supplement
-------------------------------------------------------------
On March 26, 2004, Budget Group Inc. and its debtor-affiliates
delivered to Judge Case a supplement to their Second Amended Plan
containing:

   (1) the Amended Certificate of Incorporation for BRAC
       Group, Inc.;

   (2) the Amended By-Laws for BRAC Group, Inc.;

   (3) the Amended Certificate for BRAC Rent-A-Car-International,
       Inc.; and

   (4) the Amended By-Laws for BRAC Rent-A-Car International,
       Inc.

The Supplement also lists the agreements that will be assumed
pursuant to the Second Amended Plan for BRAC Group, Inc.:

   (1) 40 policy agreements with Insurance Company of North
       America;

   (2) 18 policy agreements with Pacific Employers Insurance
       Company;

   (3) one policy agreement with Ace Insurance Company of Texas;
       and

   (4) one policy agreement with Atlantic Employers Insurance
       Company.

The Debtors inform the Court that BRAC Group, Inc. may assert on
or after the Effective Date these non-Avoidance Actions:

   (1) Budget Rent-A-Car International Inc. v. Sixt AG and Sixt
       GmbH and Co. Autovermietung KG - 4HK08409/97 & 6UI893/98
       -- Termination of Sixt License Agreement in Germany --
       Regional Court of Munich; and

   (2) Budget Rent-A-Car Corporation v. Paso -- 98 MI 18547.

BRACII may also assert these non-Avoidance Actions after the
Effective Date:

    (1) Budget Rent-A-Car International Inc. v. Sixt AG and Sixt
        GmbH and Co. Autovermietung KG - 4HK08409/97 & 6UI893/98
        -- Termination of Sixt License Agreement in Germany --
        Regional Court of Munich; and

    (2) Budget Rent-A-Car International Inc. v. Alvis Asset
        Management Limited (1), Mr. L. Alvis (2) -- 1998-B-526 --
        Debt recovery -- High Court of Justice, Reading District
        Registry, England;

    (3) Budget Rent-A-Car International Inc. and Custom Footwear
        Limited -- RG 207342 -- Debt recovery -- Reading County
        Court, England;

    (4) Budget Rent-A-Car International Inc. and Incinco Limited
        -- RG 207342 -- Debt recovery -- Reading County Court,
        England;

    (5) Budget Rent-A-Car International Inc. and First Choice
        Travel Services Limited -- RG 207601 -- Debt recovery --
        Reading County Court, England;

    (6) Budget Rent-A-Car International Inc. (1), Budget France
        SA (2) and Hire for Lower (Car Hire) Limited -- RG 204547
        -- Debt recovery -- Reading County Court, England;

    (7) Budget Rent-A-Car International Inc. and Trade Mission
        Travel Limited -- 51945 of 2002 -- Insolvency --
        Companies Court, England;

    (8) Budget Rent-A-Car International Inc. v. AB Car Rental PTE
        Ltd. -- Suit No. 276 of 2002/J;

    (9) Budget Rent-A-Car International Inc. v. Otami, S.A. --
        12002/KGA;

   (10) Budget Rent-A-Car International Inc. v  ETS Albert Aubery
        doing business as Budget Rent A Car of Martinique;

   (11) Budget Rent-A-Car International Inc. v. Arrendadora
        Corporative S.A. doing business as Budget Rent a Car of
        Guatemala

   (12) Budget Rent-A-Car International Inc. v. Dollar Rent a
        Car, S.A. -- Appeal before the Supreme Court -- Supreme
        Court, Madrid with Dollar as Appelland;

   (13) Bussgor Service Bartschiger & Partner -- 12008 --
        Miscellaneous -- Bezirksgericht Bulach; and

   (14) actions or claims relating to the unresolved assumption
        and assignment of contracts pursuant to the EMEA APA and
        EMEA Sale Order.

A free copy of the Plan Supplement is available at:

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

Headquartered in Daytona Beach, Florida, Budget Group, Inc.,
operates under the Budget Rent a Car and Ryder names -- is the
world's third largest car and truck rental company. The Company
filed for chapter 11 protection on July 29, 2002 (Bankr. Del. Case
No. 02-12152). Lawrence J. Nyhan, Esq., and James F. Conlan, Esq.,
at Sidley Austin Brown & Wood and Robert S. Brady, Esq., and
Edward J. Kosmowski, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, represent the Debtors in their restructuring efforts.  When
the Company filed for protection from their creditors, they listed
$4,047,207,133 in assets and $4,333,611,997 in liabilities.
(Budget Group Bankruptcy News, Issue No. 37; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CITYSCAPE: Fitch Downgrades Series 1887-C Class B-1F Notes to BB
----------------------------------------------------------------
Fitch Ratings-New York-April 8, 2004: Fitch Ratings has taken
rating actions on the following Cityscape Corporation Home Equity
Loan Trust issue:

                      Series 1997-C Group 1

        --Classes A-3, A-4 affirmed at 'AAA';
        --Class M-1F affirmed at 'AA';
        --Class M-2F affirmed at 'A';
        --Class B-1F downgraded to 'BB' from 'BBB' and removed
             from Rating Watch Negative.

The affirmations on the above classes reflect credit enhancement
consistent with future loss expectations.

The negative rating action on class B-1F is due to the
deterioration of credit enhancement. As of the July 25th, 2003
distribution, there was $477,695.13 outstanding in
overcollateralization amount. Monthly realized losses have been
exceeding the monthly excess spread, further depleting OC. As of
the March 25th, 2004 distribution, there is $318,261.42 of OC
outstanding. The 12 month average monthly loss is approximately
$60,000.

Fitch will continue to monitor this transaction.


COVANTA: Tampa Units File Joint Plan of Reorganization
------------------------------------------------------
On April 2, 2004, Covanta Tampa Bay, Inc. and Covanta Tampa
Construction, Inc., file with the United States Bankruptcy Court
for the Southern District of New York, a Joint Plan of
Reorganization.

According to Anthony J. Orlando, President of Covanta Tampa Bay
and Covanta Tampa Construction, the Plan provides for the
restructuring of the Covanta Tampa Debtors, pursuant to which:

   (a) their creditors will receive the cash proceeds from the
       Court-approved Settlement Agreement between Tampa
       Bay Water and the Debtors; and

   (c) all claims against the Covanta Tampa Debtors will be
       resolved.

            Funding and Implementation of the Plan

The Plan provides for the continued corporate existence of the
Covanta Tampa Debtors.  On the Effective Date, Covanta Energy
Corporation and the Covanta Tampa Debtors will, inter alia:

      (i) quitclaim to Tampa Bay Water, free and clear of all
          liens, claims and encumbrances, all assets both
          tangible and intangible contemplated under the Tampa
          Bay Water Settlement Agreement to be transferred to
          Tampa Bay Water, including without limitation all
          information and documents; and

     (ii) assign to Tampa Bay Water all Claims against parties
          other than the Covanta Tampa Debtors or their
          Affiliates that are required to be assigned to Tampa
          Bay Water under the Settlement Agreement.

In turn, Tampa Bay Water will:

   -- pay to the Covanta Tampa Debtors the balance of the funds
      required to be paid under the Settlement Agreement, from
      which the obligations of the Reorganizing Debtors under
      the Plan will be funded; and

   -- grant the releases to the Covanta Tampa Debtors and their
      Affiliates contemplated by the Settlement Agreement.

At the time of payment by Tampa Bay Water of the Settlement
Funds, each Reorganizing Debtor will undertake and perform their
obligations as specified in the Settlement Agreement.

             Reorganized Debtors' Directors & Officers

The identity of each of the nominees to serve on the Board of
Directors of the Reorganized Debtors will be announced 10 days
before the Confirmation Hearing.  In accordance with Section
1129(a)(5) of the Bankruptcy Code, as part of the announcement,
the Reorganizing Debtors will disclose the identity and
affiliations of individuals proposed to serve, after the
Effective Date, as a director or officer of each of the
Reorganized Debtors.  Those persons will be deemed elected or
appointed, as the case may be, pursuant to the Confirmation
Order, and those elections or appointments, as the case may be,
will be effective on or after the Effective Date, without any
requirement of further action by the stockholders, other owners
or directors of the Reorganized Debtors.

                  Judgment Reduction Protection

In the event Tampa Bay Water is directly or indirectly entitled
to any recovery against a Third Party, and that Third Party in
turn is entitled to assert a Third Party Claim against the
Covanta Tampa Debtors by reason of the Third Party Judgment,
then:

      (i) the recovery to which Tampa Bay Water would otherwise
          be entitled against the Third Party by virtue of the
          Third Party Judgment will be reduced -- through a
          reduction or credit against the Third Party Judgment
          obtained against the Third Party or through some other
          appropriate action achieving the same result -- by an
          amount equal to the aggregate Cash distribution which
          the Third Party hypothetically would have received
          under the Plan had its Allowed Third Party Claim been
          entitled to share pro rata in the Distributions made to
          the holders of Allowed Class 3 Unsecured Claims;

     (ii) Tampa Bay Water is directed to reduce the amount of
          its Third Party Judgment; and

     (iii) the reduction in Tampa Bay Water's recovery against
           the Third Party will discharge and satisfy in full any
           recovery to which the Third Party is entitled against
           the Reorganizing Debtors based on its Third Party
           Claim.

A full-text of Covanta Tampa's Plan is available for free at:

   http://bankrupt.com/misc/Covanta_Tampa_Joint_Plan_of_Reorg.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. (Covanta Bankruptcy News, Issue No.
53; Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELCO REMY: Prices $275 Million Senior Debt Offering
----------------------------------------------------
Delco Remy International, Inc. announced that it has priced its
offering of $125 million of its second priority senior secured
floating rate notes due 2009 and $150 million of its senior
subordinated notes due 2012.  The senior secured notes will have
an annual interest rate of LIBOR plus 4%, with interest payable
quarterly. The senior subordinated notes will have an annual
interest rate of 9-3/8%, with interest payable semiannually.  The
notes will be issued at par and will be guaranteed by certain of
the Company's subsidiaries.

The Company intends to use the net proceeds of the issuance to pay
down existing indebtedness under its senior credit facility, to
redeem the Company's senior subordinated notes due 2006 in their
entirety and for general corporate purposes.

The notes are being sold in the United States to qualified
institutional buyers in reliance on Rule 144A, and outside the
United States in compliance with Regulation S, under the
Securities Act of 1933, as amended.  The notes have not been
registered under the Securities Act or any state securities laws
and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

                      About Delco Remy

Delco Remy International, Inc., headquartered in Anderson,
Indiana, is a leading designer, manufacturer, remanufacturer and
distributor of electrical, drivetrain/powertrain and related
products and core exchange service for automobiles and light
trucks, heavy-duty trucks and other heavy-duty off-road and
industrial applications.

As reported in the Troubled Company Reporter's April 6, 2004
edition, Standard & Poor's Ratings Services revised its outlook on
Anderson, Indiana-based Delco Remy International Inc. to stable
from negative. At the same time, Standard & Poor's affirmed its
'B' corporate credit rating on Delco Remy and its 'CCC+'
subordinated debt ratings.

"The outlook revision reflects the stabilization of Delco Remy's
credit protection measures, which is the result of management's
recent restructuring efforts, operating improvements, and proposed
recapitalization that will improve financial flexibility," said
Standard & Poor's credit analyst Nancy Messer.

Standard & Poor's also affirmed its 'B+' rating on Delco Remy's
secured credit facility, which will be sized at $120 million in
the proposed transaction and which is proposed to expire in June
2007. Standard & Poor's assigned its 'B-' rating to Delco Remy's
proposed $125 million floating rate second-priority secured notes
due 2009 and its 'CCC+' rating to Delco Remy's proposed $150
million senior subordinated notes due 2012. In addition, Standard
& Poor's lowered the rating on the company's $145 million senior
unsecured notes to 'CCC+' from 'B-', because of the deterioration
of recovery prospects for these debt holders as a result of the
proposed revised capital structure and recent noncash charges.


DII INDUSTRIES: Court Approves Technip & Qatar Chemical Settlement
------------------------------------------------------------------
DII Industries, LLC  and its debtor-affiliates ask the Court to:

   (a) approve a settlement agreement among KBR International-
       Delaware and Technip, a company established under the laws
       of France, and Qatar Chemical Company Ltd., a corporation
       established under the laws of the State of Qatar;

   (b) authorize them to assume a certain executory engineering,
       procurement and construction contract between KBR
       International, Technip and Q-Chem; and

   (c) provide Q-Chem with limited relief from the automatic
       stay.

The EPC Contract, effective as of August 25, 1999, provides for
the construction of an integrated petrochemical plant in Mesaieed
Industrial City, State of Qatar.  The EPC Contract is governed by
English law.

The EPC Contract also provides for:

   (1) a Guarantee Achievement Deadline of August 31 2002, and a
       Final Completion Deadline of December 31, 2002; and

   (2) a mechanism for Delay Damages, not to exceed $48,000,000,
       if the Performance Guarantees are not successfully
       achieved 75 days after the Guarantee Achievement Deadline.

Michael G. Zanic, Esq., at Kirkpatrick & Lockhart LLP, in
Pittsburgh, Pennsylvania, relates that the Performance Guarantees
were not achieved 75 days after the Guarantee Achievement
Deadline.

Q-Chem believes that KBR International's failure to timely
construct the Plant and successfully achieve the Performance
Guarantees entitles Q-Chem to a $48,000,000 payment in Delay
Damages pursuant to the EPC Contract.  KBR International disputes
this claim and asserts that, as a result of delays attributable
to feedstock supply issues and actions or inactions by Q-Chem:

    (i) KBR is entitled to claim an extension of the Guarantee
        Achievement Deadline such that it would owe no Delay
        Damages, or, in the alternative;

   (ii) doctrines of English law bar Q-Chem's recovery of Delay
        Damages.

In June 2003, Q-Chem withheld the remaining $4,600,000 balance on
the EPC Contract and demanded KBR International to pay the
remaining Delay Damages -- approximately $43,400,000 -- which KBR
International refused to pay.  In August 2003, KBR International
filed proceedings in the United States District Court for the
Southern District of Texas to enjoin Q-Chem from drawing down
under two letters of credit issued by Australia and New Zealand
Banking Group Limited pursuant to the terms of the EPC Contract.
After the District Court denied KBR International's request for
an injunction, Q-Chem exercised its rights under the EPC Contract
to draw down on the Letters of Credit and recovered its accrued
and payable Delay Damages.

KBR International asserts that the draw down and withholding of
funds was improper and constituted a breach of the EPC Contract
and that it is entitled to a refund of all the Delay Damages and
to other damages associated with the draw.  KBR International
also alleges that it is entitled to damages in respect of delays
that it asserts Q-Chem caused relating to KBR International's
achievement of the Performance Guarantees and the Final
Completion Deadline.

In addition to the Delay Damages Dispute, KBR International and
Q-Chem have other disputes relating to the EPC Contract
including:

   (a) certain increased or additional costs that Q-Chem
       maintains it incurred in association with delays caused by
       KBR International in satisfying obligations related to the
       Guarantee Achievement Deadline and the Final Completion
       Deadline; and

   (b) KBR International's claims against Q-Chem for payment of:

        (i) "Extra Work" or "Variation Work" or which entitle KBR
            International to payment in excess of the Contract
            Price; and

       (ii) increased or additional costs attributable to
            Q-Chem's conduct which purportedly interfered with,
            delayed or otherwise impacted KBR International's
            performance under the EPC Contract or increased KBR
            International's costs.

According to Mr. Zanic, KBR International, Technip and Q-Chem
entered into a Settlement Agreement wherein the Delay Damages
Dispute and other disputes will be settled and the EPC Contract
will be amended and be assumed by KBR International.
Specifically:

   (A) KBR International agrees that Q-Chem is entitled to and
       will not at any time contest that Q-Chem is entitled to
       receive $30,000,000 in Delay Damages for the period
       through October 31, 2003.

   (B) The $30,000,000 Delay Damages Payment will be satisfied by
       Q-Chem retaining that amount from the proceeds that Q-Chem
       drew down from the Letters of Credit on September 9, 2003.

   (C) Q-Chem will pay KBR International $13,349,712 within 10
       calendar days of the Amended EPC Contract approval.

   (D) Q-Chem will also pay KBR International $2,626,457 for
       invoices properly presented to Q-Chem for payment under
       the EPC Contract but previously withheld by Q-Chem to
       recover its Delay Damages within 10 calendar days of the
       Amended EPC Contract approval.

   (E) Q-Chem will resume payment of the $2,024,955 remaining
       contract price as the remaining work is performed and the
       corresponding amounts are earned and due according to the
       terms of the Amended EPC Contract.

   (F) The parties will release all of their claims against each
       other pertaining to the Delay Damages and Other Disputes.

In addition, the Settlement Agreement sets forth other terms and
conditions that are incorporated into the Amended EPC Contract.
Mr. Zanic notes that these other terms and conditions, however,
do not alter the essential structure purpose or intent of the EPC
Contract and are consistent with the mutual objectives of the
parties.

Mr. Zanic contends that approval of the Settlement Agreement
resolves all disputes between KBR International and Q-Chem
concerning the EPC Contract without the need for costly, time
consuming, complex and uncertain litigation while permitting KBR
International to enjoy the significant economic benefits of the
Amended EPC Contract.  Mr. Zanic also notes that it is logical
and necessary that, simultaneous with the approval of the
Settlement Agreement, KBR International be authorized to assume
the Amended EPC Contract enabled by the Settlement Agreement.
This move would be consistent with the Debtors' stated intent in
the Disclosure Statement and the Plan to assume all executory
agreements and with the Court's January 13, 2004 Order granting
the Debtors' motion to assume 117 other executory agreements.

The Debtors believe that failure to assume the Amended EPC
Contract would trigger a substantial and devastating loss of
revenue and other irreparable harm resulting from the possible
cancellation of the EPC Contract based on alleged defaults by KBR
International.  KBR International's failure to fully perform its
contractual obligations would impair the Debtors' reputation and
ability to successfully compete in their primary business
industries on a going forward basis.  Consequently, the Debtors
could suffer a loss of reputation in the engineering and
construction industry and project management business, thus
further damaging their ability to develop new business
relationships and successfully compete in the industry, which
would have a material adverse effect on their financial condition
and their ability to confirm the Plan.

Mr. Zanic adds that KBR International's assumption of the EPC
Contract also means it has to assume the burdens of all of
the contractual provisions.  Accordingly, neither KBR
International nor any of the Debtors may assert the automatic
stay as a weapon to prevent Q-Chem from pursuing its rights and
remedies under the Amended EPC Contract.  Since the automatic
stay cannot be asserted as a weapon against the Q-Chem parties,
lifting the stay is necessary and appropriate, to ensure Q-Chem
will be able to exercise and pursue all of its and remedies under
the Amended EPC Contract.

                          *    *    *

Judge Fitzgerald approves the Settlement Agreement pursuant to
Rule 9019(a) of the Federal Rules of Bankruptcy Procedure.  Judge
Fitzgerald also authorizes KBR International to assume the
Amended EPC Contract and modifies the automatic stay to the
extent necessary to enable Q-Chem to exercise all rights and
remedies under the Amended EPC Contract.

Headquartered in Houston, Texas, Kellogg, Brown & Root is engaged
in the engineering and construction business, providing a wide
range of services to energy and industrial customers and
government entities in over 100 countries. DII has no business
operations.  The Company filed for chapter 11 protection on
December 16, 2003 (Bankr. W.D. Pa. Case No. 02-12152). Jeffrey N.
Rich, Esq., Michael G. Zanic, Esq., and Eric T. Moser, Esq., at
Kirkpatrick & Lockhart LLP, represent the Debtors in their
restructuring efforts.  (DII & KBR Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DLJ MORTGAGE: S&P Junks Rating on Series 1995-CF2 Class B-4 Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on two
classes from DLJ Mortgage Acceptance Corp.'s commercial mortgage
pass-through certificates from series 1995-CF2. Concurrently, the
rating on class B-4 is lowered, and the ratings on three other
classes are affirmed.

The raised and affirmed ratings reflect credit enhancement levels
that have markedly increased since Standard & Poor's last review.
The downgrade reflects expected declines in credit support
associated with the specially serviced loans and loans on the
watchlist, as well as the susceptibility to interest shortfalls.

As of March 17, 2004, the trust collateral consisted of 37 loans
with an aggregate outstanding principal balance of $141.8 million,
down from 166 loans amounting to $508.5 million at issuance. The
master servicer, Midland Loan Services Inc., provided partial-year
2003 net cash flow debt service coverage figures for 76.1% of the
pool. Full-year 2002 DSC figures were used for the balance of the
pool when 2003 figures were unavailable. Based on this
information, Standard & Poor's calculated a weighted average DSC
of 1.16x, down from 1.23x in 2002; these same loans reported a DSC
of 1.43x at issuance. The current DSC figure excludes 3.6% of pool
for which recent financial information is still not available. The
trust collateral has nine years of seasoning and has experienced
four realized losses totaling $5.5 million.

The top 10 loans have an aggregate outstanding balance of $84.5
million (59.6% of the current pool balance). Based on most recent
financial data, the top 10 loans had a weighted average DSC of
1.33x, down from 1.35x at issuance. The calculation excludes the
ninth-largest loan, for which recent financials are not available.
Standard & Poor's reviewed 2003 inspection reports for the nine of
the top 10 loans and all assets were characterized as "good" or
"excellent," with the exception of the eighth-largest loan, which
was deemed "fair." Two top 10 loans, including the largest loan,
are with the special servicer. None of the top 10 loans are on
Midland's watchlist. However, one top 10 loan with a DSC below
1.10x was added to the watchlist subsequent to the last
distribution date.

There are 11 loans with an outstanding balance of $57.9 million
(40.9%) that are with the special servicer, Lennar Partners Inc.
The largest loan is 90-plus days delinquent and is secured by a
352,000-sq.-ft. shopping mall in Hemlock, Penn. It has an
outstanding balance of $22.1 million (15.6%) and $600,000 in
additional servicer advancing. The asset has a dark anchor
(formerly Ames), which has adversely affected the property's
financial performance and occupancy. Based on an October 2003
appraisal, Standard & Poor's anticipates a substantial loss upon
the ultimate disposition of this asset. The third- and tenth-
largest loans are also in special servicing. These loans have a
combined balance of $13.9 million (9.8%) and are part of a lodging
portfolio of 10 loans that have a related borrower. This portfolio
of lodging loans, excluding the third-largest loan, is cross-
collateralized and cross-defaulted. The portfolio was previously
specially serviced due to the bankruptcy of the borrower, Lodgian
Inc. Lodgian subsequently emerged from bankruptcy in November 2002
and these loans were returned to the master servicer shortly
thereafter. This lodging portfolio is current and has, once again,
been returned to special servicing due to a forbearance request.
The portfolio has $14.0 million in deferred capital expenditure
requirements and the borrower requested a two-year forbearance
on principal payments in order to fund such improvements. The
special servicer declined this request and was contemplating a
prior request to allow secondary financing. However, the borrower
recently withdrew this latter request and plans to fund such
improvements with internally generated cash flow. According to the
special servicer, three of the properties may lose their franchise
agreements if the necessary capital improvements are not made.
Standard & Poor's incorporated these loans into its stress
analysis.

Midland's watchlist consists of 10 loans with an outstanding
principal balance of $25.1 million (17.7%). The fourth-largest
loan in the trust is secured by a 293-unit multifamily property in
Wichita, Kan. with an outstanding principal balance of $7.2
million (5.1%). This asset reported a NCF DSC of 1.07x through
September 2003, down from 1.44x in 2002. However, this figure
includes $250,000 in capital expenditures. The net operating
income DSC for this period was 1.46x. All of the other loans on
the watchlist appear there because of DSC or occupancy issues.

The assets underlying the trust collateral are concentrated in
Pennsylvania (19.2%), California (14.6%), and Illinois (10.9%),
with no other state accounting for over 10.0% of the outstanding
balance. This portfolio is concentrated in retail (47.5%), lodging
(29.4%), and multifamily (20.9%) assets. The balance of the
portfolio comes in the form on one office asset accounting for
2.2% of the trust collateral.

Standard & Poor's analysis included stressing the specially
serviced loans and loans on the watchlist at various loss
severities. Standard & Poor's also analyzed the loan that matures
in October 2004 to assess refinancing risk. The resultant credit
support levels support the raised, affirmed, and lowered ratings.

                        RATINGS RAISED

                 DLJ Mortgage Acceptance Corp.
        Commercial mortgage pass thru certs series 1995-CF2

                 Rating
        Class   To     From    Credit Enhancement
        B-2     AAA    AA                  50.40%
        B-3     BBB    BB+                 27.12%

                        RATING LOWERED

                DLJ Mortgage Acceptance Corp.
        Commercial mortgage pass thru certs series 1995-CF2

                 Rating
        Class   To     From    Credit Enhancement
        B-4     CCC    B                   10.97%

                        RATINGS AFFIRMED

                DLJ Mortgage Acceptance Corp.
        Commercial mortgage pass thru certs series 1995-CF2

        Class    Rating     Credit Enhancement
        A-3      AAA                    82.68%
        B-1      AAA                    57.57%
        S-2      AAA                      -


DOBSON COMMS: Plans to Hold Shareholders' Meeting on June 15, 2004
------------------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) plans to hold its
2004 annual meeting of shareholders at 9 a.m. on Tuesday,
June 15, 2004, at the Company's headquarters in Oklahoma City. The
record date for the annual meeting is Friday, April 16, 2004.

Dobson Communications is a leading provider of wireless phone
services to rural markets in the United States. Headquartered in
Oklahoma City, the Company owns wireless operations in 16 states.
For additional information on the Company and its operations,
please visit its Web site at www.dobson.net

                        *   *   *

Standard & Poor's Ratings Services placed its ratings for Dobson
Communications Corp., American Cellular Corp., and related
entities (including the 'B-' corporate credit rating) on
CreditWatch with negative implications.

"The CreditWatch placement reflects the potential violation of
bank covenants before year-end 2004 resulting from the company's
revised EBITDA guidance, as well as increased pressure on roaming
revenue due to the pending merger between AT&T Wireless Services
Inc. (AWE) and Cingular Wireless LLC," explained Standard & Poor's
credit analyst Rosemarie Kalinowski.


DUO DAIRY: Employing Weinman & Associates as Bankruptcy Counsel
---------------------------------------------------------------
Duo Dairy, Ltd., LLLP asks the U.S. Bankruptcy Court for the
District of Colorado for authority to employ Weinman & Associates,
P.C., as its counsel in this chapter 11 case.

The Debtor tells the Court that it desires to retain Weinman &
Associates to represent it in the matters of administration, as
well as a bankruptcy counsel whose services generally include
preparation of the statements and schedules, the Plan of
Reorganization and Disclosure Statement and other related matters.

The firm will bill at its customary hourly rates at:

         Professional's Name       Billing Rate
         -------------------       ------------
         Jeffrey A. Weinman        $295 per hour
         William A. Richey         $225 per hour
         Lisa Barenberg            $125 per hour

Headquartered in Loveland, Colorado, Duo Dairy, LTD., LLP, filed
for chapter 11 protection on March 12, 2004 (Bankr. D. Colo. Case
No. 04-14827).  The Debtor listed both estimated debts and assets
of over $10 million.


ENRON: Judge Gonzalez Postpones Confirmation Hearing to June 3
--------------------------------------------------------------
Judge Gonzalez adjourns the hearing to consider confirmation of
Enron Corporation's chapter 11 Plan of Reorganization to June 3,
2004, at 10:00 a.m.  In addition, the deadlines set forth in the
Solicitation Procedures Order, the Voting Procedures Order and
the Discovery Procedures Order are adjusted:

                           Current          Adjusted
Activity                   Deadline         Deadline
--------                   --------         --------
Deadline to cast ballot    March 24, 2004   May 24, 2004, solely
to vote on Plan                             in conjunction with
                                            settlement of
                                            allowed claim,
                                            temporary allowance
                                            motion or resolution
                                            of Plan objection

Deadline for Claim to be   March 24, 2004   May 24, 2004
withdrawn and excluded
from vote tabulation

Conclusion of hearings     April 8, 2004    May 7, 2004
on temporary allowance
motions

Deadline to challenge      April 13, 2004   May 26, 2004
tabulation of votes on
financing transactions

Deadline for entry of      April 14, 2004   May 14, 2004
orders on temporary
allowance motions and
ballot correction
motions

Deadline for entry of      April 14, 2004   May 24, 2004
Orders on settlements or
Stipulations to be
counted for tabulation
purposes

Pre-trial conference for   April 15, 2004   May 26, 2004
Confirmation Hearing

All other provisions of the Solicitation Procedures Order, the
Voting Procedures Order and the Discovery Procedures Order remain
in full force and effect. (Enron Bankruptcy News, Issue No. 104;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


EPRESENCE: Liquidation Plan Prompts Auditor's Going Concern Doubt
-----------------------------------------------------------------
ePresence, Inc. (NASDAQ: EPRE) has received an opinion letter from
its auditor Ernst & Young LLP for its financial statements at and
for periods ended December 31, 2002 and December 31, 2003, which
contains the following statement:

The company's financial statements have been prepared assuming
that ePresence, Inc. will continue as a going concern. The
Company's board of directors has approved a plan of liquidation,
which, if approved by ePresence's shareholders, will result in the
cessation of all operations and activities of ePresence, Inc.,
other than the winding-up of its affairs. These conditions raise
substantial doubt about whether the Company will continue as a
going concern. The financial statements do not include any
adjustments that may result from the outcome of this uncertainty.

Based on SEC regulations issued in November 2003, companies are
required to announce publicly any audit opinions with going
concern qualifications.

                        About ePresence

ePresence, Inc. (NASDAQ: EPRE) is a market leader in delivering
Security and Identity Management (SIM) solutions that help
companies reduce cost, enhance security, improve customer service
and increase revenues. Its highly focused solutions leverage
technologies such as enterprise directories, metadirectories,
single sign-on and provisioning systems, and have enabled numerous
Fortune 1000-class companies to efficiently and securely provide
personalized access to digital resources, thus maximizing the ROI
of their IT-based initiatives. ePresence is headquartered in
Westboro, Massachusetts and can be reached at (800) 222-6926 or
online at http://www.epresence.com/


FEDERAL-MOGUL: PD Committee Gets Nod to Tap FJ&P as Local Counsel
-----------------------------------------------------------------
The Court authorizes the Official Committee of Asbestos Property
Damage Claimants appointed in the Chapter 11 cases of the Federal-
Mogul Corporation Debtors to retain Ferry Joseph & Pearce as local
counsel, and to the extent necessary as conflicts counsel, nunc
pro tunc to November 6, 2003.  The Court directs FJ&P to use its
best efforts to avoid any duplication of services being provided
by Bilzin Sumberg Baena Price & Axelrod, LLP, the Creditors
Committee or the Fee Auditor.

Ferry Joseph will be compensated on an hourly basis and will be
reimbursed of its actual, necessary expenses.  The firm's current
hourly rates are:

                 Partners       $200 - 325
                 Associates      150 - 185
                 Paralegals       80

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


FERRELLGAS PARTNERS: Commences $250 Million Senior Note Offering
----------------------------------------------------------------
Ferrellgas Partners, L.P. (NYSE: FGP) announced that Ferrellgas
Escrow LLC, a wholly-owned subsidiary of Ferrellgas, L.P., FGP's
operating partnership, and Ferrellgas Finance Escrow Corp., a
wholly-owned subsidiary of Ferrellgas Finance Corp., intend to
commence an offering of $250 million of Senior Notes due 2014 in a
private placement.

The notes are being sold in the United States to qualified
institutional buyers in reliance on Rule 144A, and outside the
United States in compliance with Regulation S, under the
Securities Act of 1933, as amended.  These notes have not been
registered under the Securities Act of 1933, as amended, or any
state securities laws and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements.

                        *    *    *

As reported in the Troubled Company Reporter's February 27, 2004
edition, Ferrellgas Partners, L.P.'s outstanding $218 million
senior notes were affirmed at 'BB+' by Fitch Ratings. In addition,
Ferrellgas, L.P.'s outstanding $534 million senior notes and $308
million bank credit facility were affirmed at 'BBB'. The ratings
were removed from Rating Watch Negative where they were placed on
Feb. 10, 2004. The Rating Outlook is Negative. FGP, through its
operating limited partnership FGLP, is the second largest domestic
retail propane master limited partnership.

The rating action follows Fitch's review of FGP's planned
acquisition of all of the outstanding common stock of Blue Rhino
Corp. in a cash transaction valued at approximately $340 million.

The Negative Rating Outlook reflects Fitch's expectation that key
consolidated credit measures will remain weak relative to FGP's
rating in the near-term due to the initial leveraging impact of
the RINO acquisition and the negative affect of recent warmer than
normal weather on FGP's core propane distribution operations. In
addition, there is some uncertainty over the future operating and
financial performance at the merged company, including RINO's
capacity to continue its robust historical growth rate and FGP's
ability to extract expected synergies from the business
combination.


FLEMING: Claims Classification & Treatment Under 2nd Amended Plan
-----------------------------------------------------------------
The Second Amended Plan for Fleming Companies, Inc. and its
debtor-affiliates provides for the classification and
treatment of claims and interests, as modified:

Class   Description             Treatment
-----   -----------             ---------
N/A    Administrative          Paid in cash, in full.
        Expense Claims

                                Allowed Claims are estimated to
                                be in the range of $96 million to
                                $125 million as of the Effective
                                Date.

                                Deemed to accept the Plan.

N/A    Priority Tax Claim      (1) If payment of the Allowed
                                    Claim is not secured or
                                    guaranteed by a surety bond
                                    or other similar undertaking,
                                    commencing on the Effective
                                    Date, the Claimant will be
                                    paid the principal amount of
                                    the Claim plus simple
                                    interest on any outstanding
                                    balance from the Effective
                                    Date calculated at the
                                    interest rate available on
                                    90-day U.S. Treasuries on the
                                    Effective Date, in quarterly
                                    deferred Cash payments over a
                                    period not to exceed six
                                    years after the date of
                                    assessment of the tax on
                                    which the Claim is based,
                                    unless the Debtors and the
                                    Claimant mutually agree to a
                                    different treatment or as
                                    otherwise ordered by the
                                    Court.

                                (2) If payment of the Allowed
                                    Claim is secured or
                                    guaranteed by a surety bond
                                    or other similar undertaking,
                                    the Claimant will be required
                                    to seek payment of its Claim
                                    from the surety in the first
                                    instance.  Only after
                                    exhausting all right to
                                    payment from its surety bond
                                    will the Claimant be
                                    permitted to seek payment
                                    from the Debtors under.

                                To the extent the surety pays the
                                Allowed Claim in full, the Claim
                                will be extinguished.  The
                                surety's Claim against the
                                Debtors for reimbursement is not
                                entitled to be paid as a Priority
                                Tax Claim.

                                To the extent the surety holds no
                                security for its surety
                                obligations, it will have a Class
                                6 Claim.

                                To the extent the surety holds
                                security for its surety
                                obligations, the surety will have
                                a Class 3(A) Claim.

                                Allowed Claims are estimated to
                                be in the range of $11 million to
                                $13 million as of the Effective
                                Date.

                                Deemed to accept the plan.

N/A    DIP Claims              Paid in cash, in full.

                                Allowed Claims estimated to be
                                in the range of $25 million to
                                $30 million, as of the Effective
                                Date.

                                Deemed to accept the plan.

1A     Other Priority          Paid in cash, in full.
        Non-Tax Claims
                                Allowed Claims estimated to be
                                in the range of $6 million to
                                $15 million, as of the Effective
                                Date.

                                Deemed to accept the plan.

1B     Property Tax Claims     Paid in cash, in full.

                                The Allowed Claim will be paid
                                the principal amount of such
                                Claim plus simple interest on any
                                outstanding balance from the
                                Effective Date calculated at the
                                interest rate available on 90-day
                                U.S. Treasuries on the Effective
                                Date, in quarterly deferred Cash
                                payments over a period not to
                                exceed six years after the date
                                of assessment of the tax on which
                                the Claim is based, unless the
                                Debtors and the Claimant mutually
                                agree to a different treatment.

                                Allowed Claims estimated to be
                                in the range of $5 million to
                                $6 million, as of the Effective
                                Date.

                                Impaired.  Entitled to vote.

2      Prepetition Lenders'    Paid in full.
        Secured Claims
                                Allowed Claims estimated to be
                                $200 million to $220 million as
                                of the Effective Date.

                                Deemed to accept the plan.

3A     Other Secured Claims    On the Effective Date, or as soon
        that are not Class 1B   after that as practicable, each
        Claims                  Holder of an Allowed Claim --
                                e.g. PMSI Holders, equipment
                                financing lenders, etc. -- will
                                receive one of these treatments,
                                at the Debtors' option, such that
                                they will be rendered unimpaired
                                pursuant to Section 1124 of the
                                Bankruptcy Code:

                                   (i) The payment of the Allowed
                                       Claim in full, in Cash;

                                  (ii) The sale or disposition
                                       proceeds of the property
                                       securing the Allowed Claim
                                       to the extent of the value
                                       of the Holder's interests
                                       in the property; or

                                 (iii) The surrender to the
                                       Holder of the property
                                       securing the Claim.

                                Allowed Claims are estimated to
                                be in the range of $750,000 to $2
                                million as of the Effective Date.

                                Deemed to accept the plan.

3B     Approved Trade          On the Effective Date, or as
        Creditor Reclamation    soon as practicable, the Post
        Lien Claims             Confirmation Trust will issue the
                                Class 3B Preferred Interests in
                                favor of the Holders of Allowed
                                Claims in the estimated aggregate
                                amount of the Allowed Claims
                                under the terms and conditions
                                outlined in the Class 3B
                                Preferred Interests Term Sheet,
                                to be reissued as the Claims are
                                Allowed by Final Order or
                                settlement and grant a first
                                priority lien to the Holders on
                                the Post-Confirmation Trust
                                Distributable Assets entitling
                                each Holder of an Allowed Claim
                                to its Ratable Proportion of the
                                Post-Confirmation Trust
                                Distributable Assets up to the
                                total amount of each Holder's
                                Allowed Claim, in full
                                satisfaction, settlement, release
                                and discharge of each Allowed
                                Claim, unless such Holder agrees
                                to other treatment, and subject
                                at the Debtors' option, to
                                reduction for unpaid postpetition
                                deductions, preference payments,
                                and other applicable set-off
                                rights.  As additional security
                                for the Class 3B Preferred
                                Interests, Core-Mark Newco will
                                provide a junior secured
                                guarantee.

                                Allowed Claims estimated to be
                                in the range of $43 million to
                                $55 million prior to set-offs
                                which may be available to the
                                Debtors, as of the Effective
                                Date.

                                Impaired.  Entitled to vote.

3C     DSD Trust Claims        Each Holder of an Allowed Claim
                                will be paid the Ratable
                                Proportion of the DSD Settlement
                                Fund.

                                The DSD Settlement Fund will be
                                in the amount of $17.5 million.

                                Impaired.  Entitled to vote.

4      PACA & PASA Claims      In full satisfaction, settlement,
                                release, and discharge of, and in
                                exchange for, each Allowed
                                PACA/PASA Claim that is due and
                                payable on or prior to the
                                Effective Date, on the Effective
                                Date or as soon as practicable
                                thereafter, the Holder of such
                                Claim will be paid the principal
                                amount of such Claim on any
                                outstanding balance, unless the
                                Holder consents to other
                                treatment.

                                Allowed Claims estimated to be
                                in the range of $8 million to
                                $14 million, as of the Effective
                                Date.

                                Deemed to accept the plan.

5      Valid Reclamation       To the extent the Court
        Claims that are not     determines that the Holders of
        Class 3B Claims         Reclamation Claims that are not
                                Class 3B Claims are entitled to
                                priority treatment, on the
                                Effective Date, or as soon as
                                practicable thereafter, the Post
                                Confirmation Trust will issue the
                                Class 5 Preferred Interests in
                                favor of the Holders in the
                                estimated aggregate amount of
                                their Allowed Claims and grant a
                                second priority lien on the Post
                                Confirmation Trust Distributable
                                Assets entitling each Holder to
                                its Ratable Proportion of Post
                                Confirmation Trust Distributable
                                Assets, after all Class 3B Claims
                                are paid in full.  As additional
                                security for the Class 5
                                Preferred Interests in the event
                                the Court determines that the
                                Holders are entitled to priority
                                treatment, Core-Mark Newco will
                                provide a junior guarantee.  In
                                the event the Court denies the
                                Holders of Reclamation Claims
                                that are not Class 3B Claims
                                priority treatment, the
                                Reclamation Claims will be
                                treated as Class 6 Claims.

                                Allowed Claims estimated to be
                                in the range of $0 to $80
                                million prior to giving effect to
                                all of the Debtors' prepetition
                                deductions as of the Effective
                                Date, and to the extent the Court
                                determines the Holders are
                                entitled to priority treatment,
                                the Holders will be paid in full
                                under the Plan by the Post
                                Confirmation Trust or Core-Mark
                                Newco.

                                Impaired.  Entitled to vote.  Any
                                ballot cast by the Holder of
                                Class 5 Claims will be counted as
                                ballots cast by Holders of
                                Class 6 Claims.

6      General Unsecured       On the Effective Date, each
        Claims other than       Holder of an Allowed General
        Convenience Claims      Unsecured Claim will be paid in
                                full satisfaction, settlement,
                                release and discharge of and in
                                exchange for each and every
                                Allowed General Unsecured Claim,
                                at the Debtors' option, in one or
                                a combination of:

                                 (i) issuance of a Ratable
                                     Proportion of New Common
                                     Stock, subject to dilution
                                     from the issuance of
                                     warrants to the Tranche B
                                     Lenders and through
                                     the Management Incentive
                                     Plan; and/or

                                (ii) in the event the Debtors,
                                     with the consent of the
                                     Creditors Committee, elect
                                     to sell some or all of
                                     their assets, a Ratable
                                     Proportion of Cash remaining
                                     from the sale of those
                                     assets after all of the
                                     Allowed Unclassified Claims
                                     and Claims in Classes 1
                                     through 5 have been
                                     satisfied in full.

                                As additional consideration, each
                                Holder of an Allowed General
                                Unsecured Claim will be entitled
                                to a Ratable Proportion of Excess
                                Proceeds, if any, available from
                                the Post-Confirmation Trust after
                                payment by the Post-Confirmation
                                Trust of all claims and
                                obligations required to be made
                                by the Post-Confirmation Trust
                                under the Plan, the Post
                                Confirmation Trust Agreement, or
                                otherwise.

                                Allowed Claims estimated to be
                                in the range of $2.6 billion to
                                $3.2 billion, as of the Effective
                                Date.  Based on this estimated
                                range of Allowed Claims and the
                                estimated value of New Common
                                Stock, the Holders will receive
                                stock in Core-Mark Newco with a
                                value equal to 4% to 7% of the
                                Allowed Amount of each Holder's
                                Claim.

                                Impaired.  Entitled to vote.

7      Convenience Claims      On or as soon as practicable
                                after the Effective Date, each
                                Holder of an Allowed Convenience
                                Claim will receive a Cash
                                distribution equal to 10% of the
                                amount of its Claim; provided
                                however, the aggregate amount of
                                the Allowed Class 7 Claims will
                                not exceed $10,000,000.  If the
                                aggregate amount of the Allowed
                                Class 7 Claims exceeds
                                $10,000,000, each Holder will
                                receive its Ratable Proportion of
                                $1,000,000.

                                Allowed Claims estimated to be
                                in the range of $5 million to
                                $10 million, as of the Effective
                                Date.

                                Impaired.  Entitled to vote.

8      Equity Interests        No distribution.

                                Deemed to reject the Plan.

9      Intercompany Claims     No distribution.

                                Deemed to reject the Plan.

10      Other Securities        No distribution.
        Claims and Interests
                                Deemed to reject the Plan.

Headquartered in Lewisville, Texas, Fleming Companies, Inc.
-- http://www.fleming.com/-- is the largest multi-tier
distributor of consumer package goods in the United States.  The
Company filed for chapter 11 protection on April 1, 2003 (Bankr.
Del. Case No. 03-10945).  Richard L. Wynne, Esq., Bennett L.
Spiegel, Esq., Shirley Cho, Esq., and Marjon Ghasemi, Esq., at
Kirkland & Ellis, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from its
creditors, they listed $4,220,500,000 in assets and $3,547,900,000
in liabilities. (Fleming Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


FORD MOTOR COMPANY: Reports 2003 Executive Compensation
-------------------------------------------------------
Ford Motor Company (NYSE: F) filed its 2004 proxy statement with
the Securities and Exchange Commission.  The statement outlines
compensation for select executives, including William Clay Ford,
Jr., chairman and chief executive officer.

Compensation of Ford executives for 2003 generally consisted of
salary, stock-based awards and bonuses.

Compensation details found in the 2003 proxy statement include:

   -- William Clay Ford, Jr., chairman and CEO, received no cash
      salary in 2003.  In lieu of a cash salary for his role as
      CEO, he was awarded options to purchase 486,493 shares of
      common stock, tying his compensation to the long-term
      performance of Ford stock over multiple years.  He was
      awarded a 2003 bonus in the form of 113,122 restricted stock
      equivalents with a fair market value of approximately $1.5
      million at the time of grant.  Mr. Ford intends to use the
      proceeds of his bonus for tuition assistance targeted to
      children of Ford employees when the restricted stock
      equivalents convert to shares in 2005.  He also received a
      stock option grant covering 4,000,000 shares in lieu of
      other long-term compensation.  In addition, he received
      other compensation totaling $174,361.  ("Other compensation"
      refers to certain tax reimbursements and various perquisites
      such as required use of the company aircraft.)

   -- Nicholas Scheele, president and chief operating officer,
      earned $2,177,171, including $1,000,000 in salary, $825,000
      in bonus and other compensation totaling $352,171.  He also
      was awarded options to purchase 500,000 shares of common
      stock.

   -- Allan Gilmour, vice chairman, earned $1,662,500, including
      $912,500 in salary and $750,000 in bonus.  Long-term
      compensation for his services as vice chairman and chief
      financial officer was 300,000 shares of restricted common
      stock worth $2,289,000 at the time of grant.  In addition,
      he received $1,038,731 from his retirement plans associated
      with his earlier years of service with Ford Motor Company.
      Since his return to the company, he does not accrue
      additional retirement benefits.

   -- Carl Reichardt, former vice chairman, was awarded restricted
      shares of common stock worth $3,192,345 at the time of
      grant, representing 57,555 shares awarded in lieu of a cash
      salary of approximately $525,000, 28,280 shares awarded as a
      2003 bonus and 300,000 shares awarded in lieu of other long-
      term compensation.  In addition, he received other
      compensation totaling $242,053, plus $12,694 in payments
      under Ford's retirement plans.

   -- Jim Padilla, executive vice president and president of the
      Americas, earned $1,901,739, including $900,000 in salary,
      $900,000 in bonus, as well as $101,739 in other
      compensation.  He also was awarded options to purchase
      250,000 shares of common stock.  In addition, he was awarded
      $968,000 worth of restricted stock in connection with his
      appointment as executive vice president.

   -- David Thursfield, executive vice president of international
      operations and global purchasing, earned $1,724,053,
      including $900,000 in salary, $750,000 in bonus, and other
      compensation totaling $74,053.  In addition, he was awarded
      options to purchase 250,000 shares of common stock.
      Further, he was awarded $968,000 in restricted stock in
      connection with his appointment as executive vice president.

The Compensation Committee of Ford's Board of Directors, which is
composed of non-employee directors, determines compensation of the
executives listed in the proxy statement.

A proxy statement and proxy card are being mailed to Ford Motor
Company common and Class B shareholders.  The 2004 Annual Meeting
of Shareholders will be held at The Seelbach Hilton Louisville,
500 S. 4th Street, Louisville, Ky., on Thursday, May 13, at 10
a.m., Eastern Time.

Ford Motor Company, a global automotive industry leader based in
Dearborn, Mich., manufactures and distributes automobiles in 200
markets across six continents.  With more than 328,000 employees
worldwide, the company's automotive brands include Aston Martin,
Ford, Jaguar, Land Rover, Lincoln, Mazda, Mercury and Volvo.  Its
automotive-related services include Ford Credit, Quality Care and
Hertz.  Ford Motor Company celebrated its 100th anniversary on
June 16, 2003.

                        *    *    *

As reported in the Troubled Company Reporter's December 5, 2003
edition, Standard & Poor's Ratings Services lowered its rating on
Ford STEERS Credit-Backed Trust Series 2002-3F and removed it from
CreditWatch with negative implications, where it was placed
Nov. 6, 2003.

The lowered rating and CreditWatch removal reflects the lowered
rating and CreditWatch removal of Ford Motor Co.'s long-term
corporate credit, senior unsecured debt, and preferred stock
ratings, and those of its related entities on Nov. 12, 2003.

The transaction is a swap-dependent synthetic transaction that is
weak-linked to the referenced obligation, Ford Motor Co. Capital
Trust II's preferred stock. The lowered rating and CreditWatch
removal reflects the credit quality of the underlying securities
issued by Ford Motor Co.


FOXMEYER CORP: Trustee Settles D&O Lawsuit for $25 Million
----------------------------------------------------------
Bart A. Brown, Jr., the Chapter 7 Trustee overseeing the
liquidation of FoxMeyer Corporation and its debtor-affiliates,
entered into a Settlement  Agreement resolving his 1998 lawsuit
against the defunct wholesalers' directors.

The Settlement Agreement grants Abbey J. Butler, Melvyn J. Estrin,
Daniel J. Callahan, III, Harvey A. Fain and Bruce Kahler a general
release of all claims by the Trustee alleging that these gentlemen
breached their fiduciary duties as directors of FoxMeyer Corp. by
favoring Avatex Corp. (f/k/a FoxMeyer Health) in certain
transactions at the Debtors' expense in 1996.  Specifically, the
Trustee alleged that the Directors approved a refinancing of the
Debtors' obligations to a bank group led by Citicorp, which
replaced the old unsecured debt with a new secured financing
arrangement with General Electric Capital Corporation and allowed
a $198 million dividend to be upstreamed to Avatex when FoxMeyer
was insolvent or very near insolvency.

The Directors have denied and continue to deny each of the
Trustee's allegations.  The Directors also have $30 million of
insurance coverage for the Trustee's claims under D&O policies
underwritten by United Pacific Insurance Company (a Reliance
Insurance unit) and Gulf Insurance Company for Avatex.  The
Insurers disclaim coverage for the charges levied in the Trustee's
lawsuit.

Pursuant to the Settlement Agreement, David M. Friedman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, representing Mr. Brown,
explains, the Defendant Directors have agreed that the Trustee is
entitled to an unliquidated, non-contingent claim against each of
them, jointly and severally, in the amount of $25 million, and
have assigned to the Trustee all of their rights under the D&O
Insurance Policies to the extent and only to the extent of $25
million.

Mr. Brown is convinced that this is a fair and reasonable
settlement and in the best interests of the estates and their
creditors.  Mr. Brown will ask Judge McCullough to approve the
settlement pact at a hearing on May 13, 2004, at 2:00 p.m.

The Trustee previously recovered $180 million in a settlement of
claims against Citicorp.  The Trustee has also settled litigation
he brought against GECC and Avatex.  One of the terms of the
Avatex settlement pact limited the Trustee's recoveries against
the Directors to the $30 million of available insurance.  Prior to
filing his motion requesting approval of the D&O Litigation
Settlement Agreement, Mr. Brown contacted representatives of
GlaxoSmithKline, PLC; Oaktree Capital Management LLP; and Farallon
Capital Management, LLC -- three of FoxMeyer's largest creditors.
They think this settlement is a good deal too.

FoxMeyer Corporation filed for chapter 11 protection on August 27,
1996 (Bankr. D. Del. Case No. 96-1329).  In 1992, the Trustee paid
an initial 53% distribution to unsecured creditors.


GADZOOKS: Comparable Store Sales in Continuing Locations Down 1.5%
------------------------------------------------------------------
Gadzooks, Inc. (OTC Pink Sheets: GADZQ) announced sales results
for the five weeks of fiscal March ended April 3, 2004.
Comparable store sales for the 252 stores that the Company
currently intends to retain and operate decreased 1.5 percent from
fiscal March 2003.  The small decrease for the period, only the
Company's ninth month as a female-only concept, represents a
significant improvement over prior months' results.  Fiscal March
sales for the continuing stores totaled $18.1 million.  Total
sales for fiscal March were $24.4 million including the results of
liquidating stores.

Comparable store sales for the continuing stores declined 7
percent for the first 9 weeks of fiscal 2004, versus a 13.4
percent decrease for the first 9 weeks of fiscal 2003.  Sales for
the first 9 weeks for the continuing stores totaled $30.4 million.
Total sales were $43.3 million for the first 9 weeks of fiscal
2004 including the results of liquidating stores.

"Our March sales, gross margins and inventory turns were above our
internal plans and showed significant improvement from prior
months," said Jerry Szczepanski, Chairman and Chief Executive
Officer.  "Further, our gross margin and inventory turn results
for the month were considerably better than the prior year period.
This upturn in results is largely attributable to the initiatives
and disciplines being implemented under the experienced eye of
Carol Greer, our Interim President and Chief Merchandising Officer
since early February."

Szczepanski continued, "We are cautiously optimistic that this
trend will continue through the spring and summer and into our
back-to-school season as we continue the process of transforming
Gadzooks into a leading juniors store. Our management team and
employees are working extremely hard to execute a number of new
initiatives that all focus on differentiating our store within the
mall and providing a constant flow of fresh product offerings to
our target customers.  In addition, our funding availability has
improved as we have moved forward, and we are very appreciative of
the support from our bank and suppliers who have worked diligently
to help us meet our interim goals in a timely manner."

Headquartered in Carrollton, Texas, Gadzooks, Inc.
-- http://www.gadzooks.com/-- is a specialty retailer of casual
clothing, accessories and shoes for 16-22 year-old females. The
Company filed for chapter 11 protection on February 3, 2004
(Bankr. N.D. Tex. Case No. 04-31486).  Charles R. Gibbs, Esq., and
Keith Miles Aurzada, Esq., at Akin Gump Strauss Hauer & Feld, LLP
represent the Debtor in its restructuring efforts. When the
Company filed for protection from its creditors, it listed
$84,570,641 in total assets and $42,519,551 in total debts.


GENESCO INC: Declares Quarterly Dividends Payable on April 30
-------------------------------------------------------------
The board of directors of Genesco Inc. (NYSE: GCO) has declared
dividends on the various classes of its preferred stock for the
quarter ending May 1, 2004, payable on April 30, 2004, to
shareholders of record on April 15, 2004.

    The rates are as follows:

     - Subordinated serial preferred stock:

        Series 1            $0.575 per share
        Series 3            $1.1875 per share
        Series 4            $1.1875 per share

     - Subordinated cumulative preferred stock: $0.375 per share

Genesco, based in Nashville, sells footwear and accessories in
more than 1,040 retail stores in the U.S., principally under the
names Journeys, Journeys Kidz, Johnston & Murphy and Underground
Station, and on internet websites http://www.journeys.com/and
http://www.johnstonmurphy.com/

The Company also sells footwear at wholesale under its Johnston &
Murphy brand and under the licensed Dockers brand. Additional
information on Genesco and its operating divisions may be accessed
at its website http://www.genesco.com/

                        *   *   *

As reported in the Troubled Company Reporter's March 15, 2004
edition, Standard & Poor's Ratings Services assigned its 'BB-'
bank loan rating, along with a recovery rating of '3', to Genesco
Inc.'s proposed $175 million senior secured credit facilities. The
loan is rated at the same level as the corporate credit rating on
the company; this and the '3' recovery rating indicate
expectations for a meaningful (50%-80%) recovery of principal in
the event of a default.

At the same time, Standard & Poor's affirmed its outstanding
ratings on Genesco, including the 'BB-' corporate credit rating.

The affirmation follows the company's mostly debt-financed
acquisition of Hat World.

Although the acquisition of Hat World would somewhat diversify
Genesco's sources of earnings, the business risk of the combined
entity remains high due to the narrow product focus and aggressive
growth of the headwear retailing business. However, the operating
performance of Hat World has been positive and is expected to be
accretive to Genesco's earnings in fiscal 2005. In addition, Hat
World would provide additional growth opportunities to Genesco,
given that the growth rate at the company's Journeys division is
decelerating.


HANOVER DIRECT: December 2003 Balance Sheet Insolvent by $47.5MM
----------------------------------------------------------------
Hanover Direct, Inc. announced operating results for the 52-weeks
ended December 27, 2003.

The Company reported income from operations of $6.1 million for
the year ended December 27, 2003 compared with a $0.4 million loss
for the year ended December 28, 2002. The improvement in income
from operations was achieved through reductions in special
charges, general and administrative expenses and depreciation and
amortization.

The Company reported that Internet sales continue to demonstrate
strong growth over the prior year, reaching 27.9% of total
revenues for the 52-week period ended December 27, 2003. Internet
net revenues for the 52-week period ended December 27, 2003 were
$108.6 million, or 24.2% above the comparable fiscal period in
2002. Total net revenues for the 52-weeks ended December 27, 2003
were $414.8 million, a decrease of $42.8 million (9.4%), from the
comparable period in 2002. The decrease was due to a number of
factors, including softness in the economy and demand for the
Company's products during the first six months of the 2003 year.
In addition, the Company's strategy of reducing unprofitable
circulation also contributed to the decrease throughout the year.

The Company reported a net loss of $15.4 million or $0.16 per
share for the year ended December 27, 2003, compared with a net
loss of $9.1 million or $0.18 per share for the comparable period
in the 2002 fiscal year. The per share amounts were calculated
after deducting preferred dividends and accretion of $7.9 million
and $15.6 million in fiscal years 2003 and 2002, respectively. The
weighted average number of shares of common stock outstanding was
144,387,672 and 138,280,196 for the fiscal years ended December
27, 2003 and December 28, 2002, respectively. The increase in
weighted average number of shares was a result of the Chelsey
Recapitalization consummated on November 30, 2003.

The $6.3 million increase in net loss was primarily due to:

  (i) a $7.6 million deferred Federal income tax provision
      incurred during 2003 to increase the valuation allowance and
      fully reserve the remaining net deferred tax asset. Due to a
      number of factors, including the continued softness in the
      demand for the Company's products, management lowered its
      projections of future taxable income. As a result of lower
      projections of future taxable income, the future utilization
      of the Company's net operating losses were no longer "more-
      likely-than-not" to be achieved;

(ii) $7.2 million of additional interest expense incurred on the
      Series B Preferred Stock as a result of the implementation
      of FAS 150. Effective June 29, 2003, FAS 150 required the
      Company to reclassify its Series B Preferred Stock as a
      liability and reflect the accretion of the preferred stock
      balance as interest expense;

(iii) a $3.6 million decrease due to loss of variable contribution
      associated with declines in net revenues;

(iv) a $3.3 million increase due to a favorable summary judgment
      ruling at the District Court level in the Kaul litigation,
      resulting in a reversal of a substantial portion of the loss
      reserve related to this litigation;

  (v) a $3.1 million increase due to the reduction of special
      charges recorded;

(vi) a $2.8 million increase due to continued reductions in cost
      of sales and operating expenses, general and administrative
      expenses and a decrease in depreciation and amortization;

(vii) an increase of $1.3 million due to the recognition of the
      deferred gain related to the June 29, 2001 sale of the
      Company's Improvements business; and

(viii) a $1.6 million benefit due to the implementation of the
       Company's revised vacation and sick benefit policy.

Hanover Direct's December 27, 2003 balance sheet shows a total
shareholders' deficiency of $47,508,000 compared to $58,841,000 at
December 28, 2002

The Company filed an amendment to the Annual Report on Form 10-K
for the year ended December 28, 2002 as well as an amendment to
the Quarterly Report on Form 10-Q for the quarter ended September
27, 2003. The Company has re-examined the provisions of the
Congress Credit Facility and, based on EITF Issue No. 95-22,
"Balance Sheet Classification of Borrowings Outstanding under
Revolving Credit Agreements that Include Both a Subjective
Acceleration Clause and a Lock-Box Arrangement," and certain
provisions in the credit agreement, the Company is required to
reclassify its revolving credit facility from long-term to short-
term debt, though the existing revolving loan facility does not
mature until January 31, 2007. As a result, the Company has
reclassified $8.8 million as of December 28, 2002 and $13.2
million as of September 27, 2003 from Long-term debt to Short-term
debt and capital lease obligations that is classified as Current
liabilities.

A conference call with the management of Hanover Direct, Inc. to
review the Fiscal Year 2003 operating results will be held today,
April 13, 2004 at 2:00 p.m. Eastern Daylight Time. If you would
like to participate in the call, please call 877-691-0878
(Domestic) and 973-582-2741 (International) between 1:50 p.m. and
1:55 p.m. Eastern Daylight Time. The call will begin promptly at
2:00 p.m. Eastern Daylight Time. A re-play of the conference will
be available from 5:00 p.m. Eastern Daylight Time on Tuesday,
April 13, 2004 until 5:00 p.m. Eastern Daylight Time on Wednesday,
April 14, 2004 and can be accessed by calling 877-519-4471
(Domestic) and 973-341-3080 (International) and entering the
Reservation No.: 4685907.

The Hanover Direct, Inc. 2004 Annual Shareholders Meeting has been
scheduled for Thursday, June 3, 2004. The meeting will be held at
the Sheraton Suites on Hudson, located at 500 Harbor Boulevard,
Weehawken, NJ, and will commence at 9:30 a.m. Eastern Daylight
Time. The record date for shareholders entitled to vote at the
Annual Meeting is the close of business on April 19, 2004.

               About Hanover Direct, Inc.

Hanover Direct, Inc. (Amex: HNV) and its business units provide
quality, branded merchandise through a portfolio of catalogs and
e-commerce platforms to consumers, as well as a comprehensive
range of Internet, e-commerce, and fulfillment services to
businesses. The Company's catalog and Internet portfolio of home
fashions, apparel and gift brands include Domestications, The
Company Store, Company Kids, Silhouettes, International Male,
Scandia Down, and Gump's By Mail. The Company owns Gump's, a
retail store based in San Francisco. Each brand can be accessed on
the Internet individually by name. Keystone Internet Services, LLC
(www.keystoneinternet.com), the Company's third party fulfillment
operation, also provides the logistical, IT and fulfillment needs
of the Company's catalogs and web sites. Information on Hanover
Direct, including each of its subsidiaries, can be accessed on the
Internet at http://www.hanoverdirect.com/


HOCKEY CO.: Reebok Plans to Acquire Company for $204 Million
------------------------------------------------------------
Reebok International Ltd. (NYSE:RBK) announces plans to acquire
all of the outstanding shares of Montreal-based The Hockey Company
Holdings Inc. (TSX:HCY), a leading designer, manufacturer and
marketer of hockey apparel and equipment, for Canadian $21.25 per
share in cash. The boards of directors of both companies have
unanimously approved the transaction. The equity value of the
proposed transaction is approximately U.S. $204 million (based on
current exchange rates), plus the assumption of U.S. $125 million
of debt.

"Our acquisition of The Hockey Company and its portfolio of three
of the world's most respected hockey brand names - CCM, JOFA and
KOHO - represents a tremendous opportunity for Reebok to further
strengthen its position as a powerful global sports performance
brand," stated Paul Fireman, chairman and chief executive officer,
Reebok International. "The Hockey Company's leading market
position with elite athletes will enable Reebok to expand its
reach to young athletes. Hockey is currently one of the world's
fastest growing participatory sports, and there has been a
dramatic increase in female participation," continued Fireman.

The Hockey Company has a long tradition of supplying the world's
greatest hockey players with high performance, innovative hockey
equipment. Nearly every player in the National Hockey League, as
well as players in all other professional and amateur hockey
leagues, use its products.

This acquisition further leverages Reebok's licensed product
expertise as well as brings the brand into the sports equipment
market, augmenting its sports performance credentials.

The Hockey Company has a long term licensing agreement with  the
National Hockey League, under which The Hockey Company serves as
the supplier of authentic "on-ice" game jerseys to all 30 NHL
teams. It also has the exclusive worldwide rights to manufacture
and market authentic, replica and practice jerseys using the names
and logos of the NHL and its teams. The Hockey Company also has
exclusive agreements with the Canadian Hockey League, the American
Hockey League and the ECHL.

"Reebok's current infrastructure and expertise in developing,
sourcing, distributing and marketing licensed apparel for some of
the world's major sports leagues will be a tremendous advantage to
us as we continue to provide professional and amateur hockey
players and fans throughout the world with uniforms and licensed
apparel," stated Matt O'Toole, president and chief executive
officer, The Hockey Company.

"Furthermore, Reebok's powerful brand and strong technology
platforms will allow us to further strengthen our position in the
hockey equipment market. I am very excited to begin this new
chapter in the history of The Hockey Company," continued O'Toole.

Under the terms of the agreement, Reebok will commence a  tender
offer to acquire all outstanding shares of The Hockey Company
Holdings Inc. Certain shareholders of The Hockey Company,
including Wellspring Capital Management, which together own
approximately 41% of The Hockey Company Holding Inc.'s fully
diluted shares (excluding options and warrants), have entered into
a Lock-up Agreement under which they have agreed to tender their
shares to Reebok.

The acquisition of The Hockey Company Holdings Inc. shares is
subject to regulatory approval and other customary conditions.

Reebok believes The Hockey Company is an excellent strategic fit
and will help to support Reebok's strategic intention to expand
its sports licensing and sports performance capabilities.

The 2003 sales for The Hockey Company were $239.9 million, up from
$212.7 million in 2002. Its products are currently distributed in
approximately 45 countries through diverse retail channels,
including specialty shops and sporting goods retailers.

The acquisition of The Hockey Company is not expected to have any
material effect on Reebok's 2004 earnings or earnings per share.
Depending on the results of the NHL's current labor negotiations,
the acquisition of The Hockey Company could be accretive to
Reebok's 2004 earnings per share in the range of $0.05 to $0.10.
The effects of the acquisition on earnings and earnings per share
are before any possible one-time transaction-related charges.
During its regularly scheduled quarterly earnings teleconference
(10:30am, Thursday, April 22, 2004), Reebok will discuss in
further detail the proposed transaction and its long term
strategic fit with the company.

Credit Suisse First Boston LLC acted as financial advisor to
Reebok for this transaction.

Reebok International Ltd., headquartered in Canton, MA., is a
leading worldwide designer, marketer and distributor of sports,
fitness and casual footwear, apparel and equipment under the
Reebok, Rockport and Greg Norman Brands and footwear under the
Polo Ralph Lauren Brand. Sales for 2003 totaled approximately $3.5
billion.

The Hockey Company Holdings Inc. (S&P, 'B' corporate credit and
senior secured debt ratings, Positive Implications), headquartered
in Montreal Canada, is listed on The Toronto Stock Exchange and
trades under the symbol HCY. With operations in Europe and the
United States, it is the world's largest designer, manufacturer
and marketer of hockey equipment and related apparel under the
three of the world's most recognized hockey brand names: CCM, JOFA
and KOHO. The Company is a world leader in the design and
innovation of skates, sticks, helmets, protective equipment
products and related apparel and is the exclusive licensee of the
National Hockey League for authentic and replica jerseys.


HOCKEY CO.: S&P Places B Corp. Credit Rating on Watch Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB' corporate
credit and senior unsecured debt ratings on athletic footwear
maker Reebok International Ltd. after it announced plans to
acquire The Hockey Co. of Montreal, Quebec. Reebok's outlook is
stable.

At the same time, Standard & Poor's placed its 'B' corporate
credit and senior secured debt ratings for The Hockey Co. on
CreditWatch with positive implications.

Canton, Massachusetts-based Reebok had about $360 million in debt
outstanding as of Dec. 31, 2003. About $125 million of rated debt
is affected at The Hockey Co.

The Hockey Co. is a leading manufacturer of hockey apparel and
equipment, including skates, sticks, helmets, and protective
equipment. Reebok plans to purchase the company for about $204
million plus the assumption of approximately $125 million of debt.

The acquisition is expected to strengthen Reebok's position as a
global sports performance brand. In addition, The Hockey Co.'s
exclusive licensing agreements with the NHL, Canadian Hockey
League, American Hockey League, and the ECHL complement Reebok's
existing sports-licensed apparel business.

"Standard & Poor's expects that the transaction, which is subject
to regulatory and shareholder approval, will be financed from
Reebok's significant cash balances, and this is consistent with
the expectations incorporated in Reebok's March 26, 2003, one-
notch upgrade," said Standard & Poor's credit analyst Jean C.
Stout. "Moreover, and despite the possibility of an NHL strike
(which would commence in September 2004), Standard & Poor's
expects that Reebok will execute its financial policies in a way
that will support credit protection measures appropriate for the
existing ratings." This will include maintenance of total debt to
EBITDA of less than 2x and funds from operations to total debt of
at least 40%.

The ratings on Reebok reflect its well-recognized brand name,
improved product portfolio, and good cash flows and liquidity
position. These factors are somewhat offset by the high degree of
fashion risk in the athletic footwear market and significant
competition in Reebok's core segments.


HOUSECALLS LIMITED: Case Summary & 35 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Housecalls Limited, P.C.
        22 Springdale Lane
        Warren, New Jersey 07059

Bankruptcy Case No.: 04-22286

Debtor affiliate filing separate chapter 11 petition:

     Entity                                     Case No.
     ------                                     --------
     Jerrold Bart Goldstein                     04-22283

Chapter 11 Petition Date: April 9, 2004

Court: District of New Jersey (Newark)

Debtors' Counsels: Joseph J. DiPasquale, Esq.
                   Richard Trenk, Esq.
                   Booker, Rabinowitz, Trenk, et al.
                   100 Executive Drive, Suite 100
                   West Orange, NJ 07052-3303
                   Tel: 973-243-8600

                             Estimated Assets   Estimated Debts
                             ----------------   ---------------
Housecalls Limited, P.C.     $0 to $50,000      $1 M to $1 M
Jerrold Bart Goldstein       $1 M to $1 M       $1 M to $1 M

A. Housecalls Limited, P.C.'s 15 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Fleet Capital Leasing                    $2,272,333
Attn: Brian McConaghy
One Financial Plaza
Providence, RI 02903

Zions Bank                               $1,125,000
One South Main Street Suite 700
Salt Lake City, UT 84111

New Jersey Business Finance Corp.          $928,000
401 North Route 73, No. 202
Marlton, NJ 08053

Norcrown Bank                              $487,789
66 West Mt. Pleasant Avenue
Livingston, NJ 07039

Duane Morris                               $183,608

Lumenis Corp.                              $120,875

HPSC                                       $110,000

Prime Finance Corp.                         $74,490

Robert Gaudenzi                             $50,000

Pharmacia Corp.                             $22,000

Dischino & Associates                        $9,241

Prestige Party Services                      $9,067

Palatucci Dughi                              $5,917

Urbitran Associates, Inc.                    $5,219

Credit Management Services                   $3,074

B. Jerrold Bart Goldstein's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Fleet Capital Leasing                    $2,272,333
Attn: Brian McConaghy
One Financial Plaza
Providence, RI 02903

Zions Bank                               $1,125,000
One South Main Street Suite 700
Salt Lake City, UT 84111

New Jersey Business Finance Corp.          $928,000
401 North Route 73, No. 202
Marlton, NJ 08053

Norcrown Bank                              $487,789
66 West Mt. Pleasant Avenue
Livingston, NJ 07039

Duane Morris                               $183,608

Citicorp Vendor Finance, Inc.              $133,983

Lumenis Corp.                              $120,875

HPSC                                       $110,000

Prime Finance Corp.                         $74,490

MBNA America                                $69,900

Robert Gaudenzi                             $50,000

Chase Finance                               $30,160

Pharmacia Corp.                             $22,000

Caligor                                     $13,971

Rotwein & Blake                             $12,558

Prestige Party Services                      $9,067

Urbitran Associates, Inc.                    $5,219

Inamed                                       $5,107

Home Improvement                             $4,120

Jaguar Credit                                $2,312


INSTRON CORP: S&P Affirms Ratings & Revises Outlook to Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Canton,
Massachusetts-based Instron Corp. to stable from negative. At the
same time, Standard & Poor's affirmed its 'B' corporate credit and
senior secured bank loan ratings and its 'CCC+' subordinated debt
rating on the company.

"The outlook revision reflects ongoing improvement of Instron's
credit protection measures as certain end-markets begin to show
signs of recovery," said Standard & Poor's credit analyst Heather
Henyon.

Instron designs, develops, and manufactures material- and
structures-testing systems used primarily in R&D and quality
control applications by Fortune 500 companies, government
agencies, and universities. As of Dec. 31, 2003, total debt
outstanding, including present value of operating leases, was
about $82 million for the privately held company.

Instron has a very diversified customer base, allowing it to
mitigate business risk through the wide range of end-markets that
it targets as well as to sustain free cash flow during economic
downturns. However, the structures-testing segment, particularly
for catapult orders, is primarily an auto-related business, which
increases pricing pressures and market exposure to the Big Three
automakers. The majority of Instron's structures-testing machines
are custom-designed and highly engineered, requiring very little
labor.

Instron's modest scale of operations restricts the company's
growth.

Instron continues to experience weak market conditions in the
U.S., which are offset by record growth in Europe and Asia.
Domestic market conditions are not expected to improve in the near
term, however, markets outside of North America, especially China
and Europe, are projected to grow,partially because of the
increase of catapult orders.

Improving end-markets, good product diversity, and demonstrated
ability to gradually reduce debt limit downside rating risk, while
modest scale of operations and strong pricing pressures limit
upside rating potential.


INTEGRATED HEALTH: Court Fixes Claims Settlement Procedures
-----------------------------------------------------------
As of February 3, 2004, 1,200 of the more than 14,000 claims
constituting excluded liabilities are the subject of the
Integrated Health Debtors' pending objections.  Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor, in Wilmington, Delaware,
says that numerous contingent liability claims will likely become
the subject of IHS Liquidating LLC's future claims objections or
requests for estimation.

Pursuant to the Debtors' Disclosure Statement, the anticipated
recovery for Allowed General Unsecured Claims is in the range of
2% to 4% of the Allowed Amount.  Thus, IHS Liquidating believes
that it is appropriate to settle disputed claims in a cost-
effective manner.  However, strict compliance with the settlement
process contemplated under Rule 9019 of the Federal Rules of
Bankruptcy Procedure would be unduly burdensome, costly and would
diminish the ultimate recovery for creditors.  In an effort to
develop a streamlined procedure for the settlement of claims, IHS
Liquidating consulted with the IHS Post-Confirmation Committee.
As a result, IHS Liquidating developed a settlement protocol.

At the Debtors' request, Judge Walrath establishes this
Settlement Protocol:

A. Category 1 Settlements

   A Category 1 Settlement will mean a settlement of a Disputed
   Claim or related Disputed Claims for which:

      (a) the net amount in controversy, is equal to or less than
          $50,000; and

      (b) settlement would result in an Allowed General Unsecured
          Claim less than or equal to $500,000.

   Category 1 Settlements will be effective as of the date
   consummated and IHS Liquidating will periodically submit forms
   of Order to the Court reflecting the settlements under
   certification of counsel to dispose of any filed claims
   objections with respect to settled claims.

   IHS Liquidating will have complete discretion to enter
   into Category 1 Settlements as it deems appropriate.

B. Category 2 Settlements

   A Category 2 Settlement will mean a settlement of a Disputed
   Claim or related Disputed Claims resulting in an Allowed
   General Unsecured Claim equal to or less than $1,000,000, or
   any Disputed Claim and/or any class or priority, which is the
   subject of a pending objection filed by the Debtors or IHS
   Liquidating.  Upon reaching a Category 2 Settlement as to one
   or more Claims, IHS Liquidating will notify the Office of the
   U.S. Trustee and the Post-Confirmation Committee of the:

      -- identity of each Claimant;

      -- official claim number assigned to each Claim by Poorman
         Douglas;

      -- amount and priority of the Claim asserted by the
         Claimant;

      -- proposed Allowed amount of the Claim under the
         settlement; and

      -- if the Claim is the subject of a pending objection filed
         by the Debtors or IHS Liquidating, the notice will
         identify the docket number of the objection.

   The notice will indicate a date by which the Post-Confirmation
   Committee and the U.S. Trustee will have to object to the
   terms of the proposed settlement.  The date will be the 10th
   business day after the date the notice was served.  Any
   objection will be faxed to IHS Liquidating's counsel.  If no
   timely objections are submitted, IHS Liquidating will file a
   notice of no objection and submit a proposed order to the
   Court, which the Court may enter without further notice or
   hearing.  If the United States Trustee or the Post-
   Confirmation Committee submits a timely objection as to any
   Claim subject to a Category 2 Settlement and IHS Liquidating
   cannot informally resolve the objection, the settlement will
   be noticed for a hearing consistent with normally applicable
   Bankruptcy Rules and Local Rules of the Court.  On the
   issuance of a Court order, the amount of the Claim allowed by
   the Court will be deemed an Allowed General Unsecured Claim
   and will be treated in accordance with the terms of the Plan.

C. Category 3 Settlements

   A Category 3 Settlement will mean a settlement of any Disputed
   Claim resulting in either:

      (a) an Allowed General Unsecured Claim greater than
          $1,000,000; or

      (b) an Allowed Secured Claim, Allowed Priority Tax Claim,
          Allowed Other Priority Claim, and Allowed Other Secured
          Claim, Allowed Premiere Unsecured Claim, or Allowed
          1999 Tort Claim of any amount.

   Upon reaching one or more Category 3 Settlements, IHS
   Liquidating will notify the Office of the U.S. Trustee, the
   Post-Confirmation Committee and all parties who have filed a
   notice of appearance and request for documents of the Category
   3 Settlements.  At a minimum, the notice will provide the
   information required in a Category 2 Settlement notice, and
   may include a form of proposed stipulation for each Category 3
   Settlement.  It need not be accompanied by a written motion
   unless IHS Liquidating determines that it is appropriate under
   the circumstances.  The notice, served on 20 days' notice,
   will set forth the hearing date and a date by which parties-
   in-interest who object to the terms of the proposed settlement
   must file their objections with the Court.  If there are no
   objections, IHS Liquidating will file a notice of no objection
   and thereafter submit a proposed order to the Court.  If an
   objection is filed, a hearing consistent with normally
   applicable Bankruptcy Rules and Local Rules of the Court will
   be held.  Upon the issuance of a Court order, the amount of
   the Claim allowed by the Court will be deemed an Allowed Claim
   and will be treated in accordance with the terms of the Plan.

D. Periodic Reporting

   Every three months, IHS Liquidating will file with the Court
   and serve on the Office of the U.S. Trustee's counsel and the
   Post-Confirmation Committee a report listing all settlements
   achieved pursuant to the Settlement Protocol.

The Settlement Protocol will apply to all currently disputed,
unliquidated and contingent claims where a proof of claim has
been filed as well as any future disputed, unliquidated and
contingent claims that may arise.

The Court also authorizes IHS Liquidating to enter into
agreements with creditors holding contingent and unliquidated
Disputed Claims for the establishment of the Reserve Amounts.

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


INTERNATIONAL STEEL: Prices $600 Million Senior Debt Offering
-------------------------------------------------------------
International Steel Group Inc. (NYSE: ISG) announced that it has
priced $600 million aggregate principal amount of 6.50% senior
notes due April 15, 2014 in an offering exempt from the
registration requirements of the Securities Act of 1933.  The
initial offering price is 99.096% of par resulting in an effective
yield to maturity of 6.625%.  Subject to closing conditions, ISG
expects the offering to close on April 14, 2004.

ISG intends to apply the net proceeds of the offering to repay
borrowings of approximately $266.8 million outstanding under a
term loan, to repay other debt and capital lease obligations and
for general corporate purposes.

             About International Steel Group Inc.

International Steel Group Inc. is the second largest integrated
steel producer in North America, based on steelmaking capacity.
The Company has the capacity to cast more than 18 million tons of
steel products annually.  It ships a variety of steel products
from 11 major steel producing and finishing facilities in six
states, including hot-rolled, cold-rolled and coated sheets, tin
mill products, carbon and alloy plates, rail products and semi-
finished shapes serving the automotive, construction, pipe and
tube, appliance, container and machinery markets.

As reported in the Troubled Company Reporter's April 6, 2004
edition, Standard & Poor's Ratings Services assigned its 'BB'
rating to Richfield, Ohio-based steel manufacturer International
Steel Group Inc.'s (ISG) proposed $600 million senior unsecured
notes due 2014. Standard & Poor's at the same time affirmed its
'BB' corporate credit rating and 'BB+' senior secured bank loan
rating on the company. The outlook is positive.

The ratings on ISG reflect its leading market position in the
highly cyclical and competitive North American steel industry, its
competitive cost position, and moderate financial policies. ISG
was formed through the acquisitions of bankrupt steel companies
LTV, Acme, and Bethlehem Steel. Unlike some other unionized steel
producers, ISG does not have burdensome legacy costs, or the high
number of employees it had before these acquisitions. ISG is
expected to fully realize its estimated annual cost savings of
$250 million in 2004, because it has reduced headcount at
Bethlehem by 3,100. These combined savings provide a meaningful
cost advantage compared with competing unionized steel companies
in the U.S. that are facing rising labor and legacy costs. ISG's
management uses a mini-mill strategy, such as establishing
flexible work rules and profit sharing. ISG plans to implement a
similar strategy with Weirton, and already has an agreement for a
new contract with Weirton's unions similar to its existing
contracts, including reducing labor by about one-third, and
establishing more flexible work rules and benefits. Nevertheless,
although some of its costs have become more variable, this remains
a business with a high degree of operating leverage, and requires
the company to operate at high levels of capacity utilization to
remain profitable.


IT GROUP: Obtains Okay for Chevron Environmental Claim Settlement
-----------------------------------------------------------------
Chevron Environmental Management Company and Debtor IT Corporation
were parties to an amended services agreement, originally entered
into by their predecessors-in-interest in 1998.  As amended, the
Services Agreement provided that IT Corp. would conduct
environmental remediation at the Purity Oil Superfund Site in
Fresno, California, in anticipation of which Chevron advanced
$8,488,247 as "Cleanup Funds" to IT Corp. between March and May
1999.

Chevron and IT Corp. also entered into a relocation expense
agreement, dated July 27, 2001, concerning the allocation of
expenses incurred and to be incurred in connection with the
relocation of families living adjacent to the Site.  By separate
agreement, the United States Environmental Protection Agency
agreed to reimburse Chevron for up to $1,500,000 of the costs of
the relocation process.  In the Relocation Agreement, Chevron
agreed to provide IT Corp. with a portion of the amount provided
by the EPA as reimbursement of IT Corp.'s associated expenses.

                      The Disputed Claim

All cleanup work under the Services Agreement was suspended in
December 2001.  At that time, IT Corp. had performed some work
required by the Services Agreement, which Chevron values at
$637,516.  IT Corp., however, values the work at $2,945,119.  The
Court authorized IT Corp. to reject the Services Agreement on
May 10, 2002.

Based on the rejection of the Services Agreement, Chevron filed
Claim No. 3812 seeking payment of $8,520,852, which consists of
the full amount of the Cleanup Funds and attorneys' fees of
$32,605.  Chevron maintains that it also suffered consequential
damages and is potentially liable to the EPA for penalties
resulting from delays in cleaning up the Site.  Chevron asserts
that it is entitled to amend its Claim to account for these
damages.

To resolve the dispute, the Debtors and Chevron engaged in arm's-
length and good faith negotiations, which resulted to a
settlement agreement.  Consequently, the Debtors sought and
obtained Court approval for its settlement agreement with Chevron.

Under the Settlement Agreement, the Debtors and Chevron agreed to
resolve Claim No. 38812, which will be allowed as a general
unsecured claim for $6,016,546.

Chevron also released the Debtors from any and all claims arising
directly or indirectly or consequentially from the Services
Agreement, the Relocation Expense Agreement, or in any way
related to environmental remediation of the Site.

Headquartered in Monroeville, Pennsylvania, The IT Group, Inc. --
http://www.theitgroup.com-- together with its 92 direct and
indirect subsidiaries, is a leading provider of diversified,
value-added services in the areas of consulting, engineering and
construction, remediation, and facilities management. The Company
filed for chapter 11 protection on January 16, 2002 (Bankr. Del.
Case No. 02-10118).  David S. Kurtz, Esq., at Skadden Arps Slate
Meagher & Flom, represents the Debtors in their restructuring
efforts.  On September 30, 2001, the Debtors listed $1,344,800,000
in assets and 1,086,500,000 in debts. (IT Group Bankruptcy News,
Issue No. 45; Bankruptcy Creditors' Service, Inc., 215/945-7000)


JB POINDEXTER: Looks for New Morgan President as Ostendorf Resigns
------------------------------------------------------------------
J.B. Poindexter & Co., Inc. announced the resignation of Robert E.
Ostendorf as the President of Morgan Corporation and as a Director
of Morgan Olson, effective March 29, 2004.

Mr. Ostendorf is leaving to accept an assignment with a tier-one
automotive supplier based in Canada.  Mr. Ostendorf has informed
the Company that he believes his talents are best applied to
managing a corporation requiring a turnaround in its
profitability.  He is leaving Morgan at a favorable point in
its business cycle and after a significant improvement in its
profitability during 2003.

Mr. John Poindexter, President and CEO of the Company will assume
on a full time basis the presidency of Morgan and the oversight of
Morgan Olson's operations until a permanent replacement is found.
The search is expected to take three to six months and Mr.
Ostendorf will be available full time for two months to facilitate
the transition to Mr. Poindexter.  Mr. Ostendorf's new
position does not place him in a competitive position with the
Company and he has agreed not to recruit employees from the
Company.

J.B. Poindexter & Co., Inc. is a leading manufacturer of class 5-7
truck bodies and step vans through its Morgan and Morgan Olson
subsidiaries and a leading manufacturer of pick up truck
accessories, principally caps and tonneaus through its Truck
Accessory Group subsidiary.  The Company also provides machining
services and manufacturers plastics based packaging materials
through its Specialty Manufacturing Group subsidiaries.

The Company is expected to announce its first quarter 2004 sales
and operating income results in early May that will compare very
favorably to the prior year.  The outlook for the Company is
strong based on a continued cyclical upturn in the class 5-7 truck
body market.

                        *   *   *

As reported in the Troubled Company Reporter's March 2, 2004
edition, Standard & Poor's Ratings Services assigned its 'B'
corporate credit and 'B-' senior unsecured debt ratings to
Houston, Texas- based J.B. Poindexter & Co. Inc.'s $125 million
senior unsecured notes due 2014. Proceeds from the notes issuance
will be used to refinance existing debt issued in a distressed
exchange offer in 2003, repay outstanding indebtedness at step-van
operation Morgan Olson, and for general corporate purposes.

The outlook is stable. Total debt (including operating leases) was
about $146 million at the end of 2003, pro forma for the senior
notes offering.

"Rating the senior unsecured notes one notch below the corporate
credit rating reflects our expectations of the amount of priority
claims, including operating leases and assumed modest usage under
the company's new $30 million senior secured revolving credit
facility, relative to total assets," said Standard & Poor's credit
analyst Linli Chee.

Liquidity is considered weak, given pro forma cash balances of $12
million at Dec. 31, 2003, and an unrated undrawn $30 million
revolving credit facility, but should be adequate to meet the
company's near-term operating needs that include increases in
capital spending.

While the company is expected to continue to further generate
modest amounts of positive cash flow through continued growth,
upside ratings potential is limited by a relatively moderate
revenue base, cyclical businesses, and an aggressive financial
profile.


LB-UBS: Fitch Gives Low Ratings to 7 Series 2002-C7 Note Classes
----------------------------------------------------------------
Fitch Affirms LB-UBS Commercial Mortgage Trust Series 2002-C7
08 Apr 2004 10:22 AM (EDT)

LB-UBS Commercial Mortgage's commercial mortgage pass-through
certificates, series 2002-C7, are affirmed by Fitch Ratings as
follows:

        --$51 million class A-1 'AAA';
        --$190 million class A-2 'AAA';
        --$100 million class A-3 'AAA';
        --$394.4 million class A-4 'AAA';
        --$225.7 million class A-1b 'AAA';
        --$20.8 million class B 'AA+';
        --$17.8 million class C 'AA';
        --$17.8 million class D 'AA-';
        --$14.8 million class E 'A+';
        --$14.8 million class F 'A';
        --$14.8 million class G 'A-';
        --Interest Only (IO) class X-CL 'AAA';
        --IO class X-CP 'AAA';
        --$19.3 million class H 'BBB+';
        --$11.9 million class J 'BBB';
        --$11.9 million class K 'BBB-';
        --$19.3 million class L 'BB+';
        --$7.4 million class M 'BB';
        --$5.9 million class N 'BB-';
        --$8.9 million class P 'B+';
        --$4.5 million class Q 'B';
        --$3 million class S 'B-';
        --$8.9 million class T 'CCC'.

The $8.9 million class U is not rated by Fitch.

The affirmations reflect the transaction's continued stable
performance. As of March 2003 distribution date the transaction
paid down 1.3% to $1.17 billion from $1.19 billion at issuance.
The portfolio historically has no delinquent or specially serviced
loans.

Fitch reviewed its credit assessments of the following loans: The
Capital at Chelsea (9.0% of the pool), Westfield Shoppingtown
Independence (6.2%), 205 E. 42nd Street (4.4%), 675 3rd Avenue
(3.4%) and 655 3rd Avenue (3.7%).

The Capital at Chelsea loan is secured by a fee interest in a 39-
story luxury high rise multifamily property with a small portion
of office and ground floor retail. The properties are located in
the Chelsea submarket of New York City. As of year end (YE) 2003
the debt service coverage ratio (DSCR) had dropped to 1.25 times,
compared to 1.31x at issuance. The decline in DSCR is attributed
to a drop in occupancy to 93% as of YE 2003 compared to 98.2% at
issuance. At issuance the borrower posted a $3.4 million guarantee
for the leasing costs associated with the office and retail
portion.

Westfield Shoppingtown Independence loan is secured by the fee
interest in a regional mall located in Wilmington, NC. Of the 1.0
million square feet (sf) of total mall space, 483,074 sf secure
the loan, which consists of in-line and pad/outparcel space of
370,874 sf and JC Penney space of 112,200 sf. As of YE 2003 the
DSCR was 1.44x, compared to 1.46x at issuance. The collateral is
the only mall of its type in a 50-mile radius.

The remaining three credit assessed loans: 205 East 42nd Street
(470,170 sf), 655 Third Avenue (371,336 sf) and 675 Third Avenue
(302,085 sf), are class B, office buildings located in midtown
Manhattan. While not cross-collateralized or cross-defaulted the
loans share common structural features such as, hard lock boxes,
and ongoing reserves for expenses and capital expenditures. As of
YE 2003 the weighted average DSCR was 1.51x compared to 1.64x at
issuance. Although the weighted average occupancy for the
properties has increased to 93.0% from 90.0% at issuance, the
declines in the DSCRs are attributed to increased expenses at all
three properties. The properties benefit from strong sponsorship
through Durst, who currently owns and manages over 6.5 million sf
of commercial space in midtown Manhattan.

Based on the stable performance of the credit assessed loans,
Fitch maintains investment grade credit assessments for all loans.


LENNAR CORP: Closes Additional $50 Million Senior Note Offering
---------------------------------------------------------------
Lennar Corporation (NYSE: LEN and LEN.B), one of the nation's
largest homebuilders, announced that it has completed an offering
of $50 million of the Company's Senior Unsecured Floating Rate
Notes due 2009 and callable at par in 2006.  These are in addition
to $250 million of the Notes sold in March 2004.  The Notes bear
interest at LIBOR + 0.75%, payable quarterly. Lennar will add the
proceeds from this offering to its working capital and use them
for general corporate purposes.  Closing of the offering is
subject to customary closing conditions. Banc of America
Securities LLC is the sole underwriter of the add-on offering.

Lennar Corporation, founded in 1954, is headquartered in Miami,
Florida and is one of the nation's leading builders of quality
homes for all generations, building affordable, move-up and
retirement homes.  Under the Lennar Family of Builders banner, the
Company includes the following brand names: Lennar Homes, U.S.
Home, Greystone Homes, Village Builders, Renaissance Homes, Orrin
Thompson Homes, Lundgren Bros., Winncrest Homes, Patriot Homes,
NuHome, Barry Andrews Homes, Concord Homes, Cambridge Homes,
Coleman Homes and Rutenberg Homes.  The Company's active adult
communities are primarily marketed under the Heritage and
Greenbriar brand names.  Lennar's Financial Services Division
provides mortgage financing, title insurance, closing services and
insurance agency services for both buyers of the Company's homes
and others.  Its Strategic Technologies Division provides high-
speed Internet access, cable television and alarm installation and
monitoring services to residents of the Company's communities and
others.  More information maybe found at http://www.lennar.com/

                     *   *   *

As reported in the Troubled Company Reporter's April 6, 2004
edition, Moody's Investors Service has raised Lennar's ratings
outlook to positive from stable.  At the same time, Moody's
confirmed all of the company's existing ratings, including the
senior implied rating, issuer rating, and the ratings on the
company's senior notes at Baa3 and on its senior subordinated debt
at Ba2.

Moody's said, "The change in Lennar's ratings outlook reflects the
company's improving financial results and profile and
strengthening liquidity as well as Moody's expectation that the
company will continue to execute its growth strategy in a
disciplined manner."


LIFESTREAM TECH: Raises $2.8 Million Through Private Financing
--------------------------------------------------------------
On February 19, 2004, Lifestream Technologies, Inc., entered into
a Securities Purchase Agreement for up to $2,775,000 million in
private financing through the sale of convertible debentures and
common stock purchase warrants to certain investors, including
current institutional stockholders, which provided net proceeds of
approximately $2.1 million to the Company. The purchase price for
the convertible debentures gives effect to an original issue
discount of approximately $500,000, the amount of which was
withheld from the proceeds at the time of the closing of the
financing. The term of the debentures is two years, and the
debentures are convertible at a conversion price of $0.05 per
share. The conversion price and number of shares issuable upon
conversion of the debentures are subject to adjustment upon the
occurrence of certain events, including stock dividends,
subdivisions, combinations and/or reclassifications of the
Company's common stock. In connection with this transaction and
subject to a 4.9% beneficial ownership limitation, participating
warrant holders have agreed to exercise 9,615,384 outstanding
warrants held by them. Upon exercise, the Company will receive an
additional $481,000 in net proceeds.

In addition, Lifestream issued to the investors common stock
purchase warrants to purchase up to 16,650,000 common shares over
a nineteen-month period at an exercise price of $0.065 per share,
subject to adjustment upon the occurrence of events substantially
identical to those provided for in the debentures. The Company has
the right to call the warrants in the event that the average
closing price of Lifestream's common stock exceeds 200% of the
exercise price for a consecutive 20-day trading period.

Lifestream has agreed to file a registration statement covering
the shares issuable upon conversion of the debentures and exercise
of the warrants and is subject to various penalties in the event
the registration statement is not filed or declared effective by
the Securities and Exchange Commission within the time periods
identified in the transaction documents. The Company has agreed to
seek shareholder approval to increase the number of authorized
common shares to 500 million shares, and, subject to receipt of
such authorization, the Company will register such number of
additional shares as is necessary to cause the registration of
125% of the common shares underlying the debentures and warrants
then outstanding. Subject to such increase in the number of
authorized common shares, investors in the February 20, 2004,
financing have been granted the option to purchase an additional
$1.22 million in convertible debentures and warrants, upon terms
and conditions substantially identical to those applicable to the
February 19, 2004 transaction.

Lifestream paid a fee of 8% of the gross proceeds to the finder
for this transaction.

Lifestream Technologies, Inc., a Nevada corporation headquartered
in Post Falls, Idaho, is a marketer of a proprietary total
cholesterol measuring device for at-home use by health conscious
consumers and at-risk medical patients.

The company's Dec. 31, 2003, balance sheet reports a net capital
deficit of $1,121,655.


LTV CORP: US Trustee Objects to 7 Professionals' Fee Applications
-----------------------------------------------------------------
Saul Eisen, the United States Trustee for Region 9, appearing
through Daniel M. McDermott, Esq., Assistant US Trustee in
Cleveland, Ohio, brings objections to seven interim and final
applications for compensation and reimbursement of expenses
brought by various entities employed or retained by The LTV
Corporation Debtors or its creditor constituencies.

       1)  Jones Day

As general bankruptcy counsel for the Copperweld Debtors, Jones
Day seeks approval in its Final Application for services to
Copperweld Corporation and its affiliated Debtors in the amount of
$3,930,263.85 and reimbursement for expenses totaling $290,684.57.
The US Trustee objects to compensation requested in connection
with expense reimbursement for staff overtime/temporary agency.

Specifically, Jones Day seeks reimbursement for staff overtime and
temporary agency charges in the amount of $11,595.15.  The US
Trustee's Fee Guidelines provide that office overhead, including
secretarial time or overtime, is generally not reimbursable.
Therefore, the US Trustee asks the Court to deny reimbursement of
this amount.

In their Ninth Application for compensation and reimbursement of
expenses from the LTV Steel estates, which includes the period of
September 1, 2003, through December 31, 2003, Jones Day asks for
compensation of $1,619,793.65, and reimbursement of expenses of
$123,002.20.

The US Trustee objects to the claimed reimbursement for staff
overtime/temporary agency charges in the amount of $964.07 for the
same reasons stated in connection with the Final Application in
the Copperweld cases.

Jones Day responds to the US Trustee's objection through Nicholas
M. Miller, Esq. in Cleveland, Ohio.  Jones Day recognizes that,
under the Fee Guidelines, office overhead, including certain
overtime expenses, "is generally not reimbursable."  Jones Day's
billing policies, however, are narrowly tailored to avoid charging
overtime expenses when those charges represent overhead costs.
Staff overtime costs are billed to clients only when the overtime
staff services are incurred to address the needs of the client --
not the convenience of Jones Day.

The Guidelines permit Jones Day to charge for staff overtime and
related services in accordance with its usual practices in other
matters.  Moreover, the Trustee's own Guidelines for Reviewing
Applications for Compensation & Reimbursement of Expenses clearly
indicate that overhead expenses, which typically are not
reimbursable, are those expenses "incident to the operation of the
applicant's office and not particularly attributable to an
individual client or case."  Unlike "overhead" expenses, Jones Day
seeks reimbursement of overtime and related expenses only where
they were attributable directly to the needs of the Debtors or
their chapter 11 cases.

In particular, Jones Day seeks reimbursement for staff overtime
and related services only when:

       (a) Jones Day staff were unable to complete a deadline-
           driven assignment for the Debtors during normal
           business hours;

       (b) an emergency project required immediate staff
           assistance outside of normal business hours; or

       (c) other special circumstances or requests by the
           Debtors required the incurrence of overtime charges
           to meet client needs.

Jones Day emphasizes that "all other overtime costs have been
written off."  Due to the substantial size of the Debtors' chapter
11 cases, staff overtime and related services for the Debtors'
benefit have been required from time to time and, under these
circumstances, are reasonable and necessary.

       2)  Hennigan, Bennettt & Dorman

HB&D applies for compensation for services rendered as Special
Financing and Litigation Counsel for the Copperweld Debtors in the
amount of $465,137.00, and for reimbursement of expenses in the
amount of $44,969.15.

The US Trustee objects to compensation requested in connection
with reimbursement for airfare in the amount of $22,358.34.  No
receipts are provided to support these charges.  HB&D informed the
US Trustee that these charges represent first class or business
class fares that have been reduced by "rounding down."  The US
Trustee's Fee Guidelines provide that airfare is to be charged at
actual cost or regular coach fare, whichever is lower.  Therefore,
the US Trustee asks the Court to deny this reimbursement absent
representations from HB&D regarding the actual cost of the tickets
and the regular coach fare for each flight.

Bennett J. Murphy. Esq., at HBD's Los Angeles, California, office
explains that it is HB&D's practice with respect to charge the
estate for airfare expense in accordance with the US Trustee
Guidelines -- namely the lower of the actual cost of such airfare
or the cost of a full fare coach ticket.

When HB&D purchased first class or business class airline tickets,
the firm reduced the amount that it charged the estate to the
amount of a full fare coach class ticket.  HB&D obtained full fare
coach rates from travel agents or used the rates published on the
airline's website to determine the amount of the reduction.  In
most cases, HB&D actually reduced the costs of the airfare below
the costs of a full fare ticket for its own administrative
convenience.

Mr. Murphy includes a chart that compares the actual costs of the
airline tickets incurred by HB&D, the cost of a full fare ticket
for the same flight, and the amount that HB&D charged the estate
for such flights.  Copies of receipts for these tickets will be
made available to the US Trustee prior to the hearing on the
Application.

The comparisons in the chart illustrates that HB&D's practices
resulted in an additional saving to the estate of at least
$3,078.00.  HB&D's research revealed only one instance where the
amount charged to the estate for that ticket exceeded the coach
rate.  To account for this oversight, HB&D agrees to reduce its
request for reimbursement of expenses by $245.40 in accordance
with the US Trustee's Fee Guidelines.  Based upon this evidence,
HB&D requests that the Court overrule the US Trustee's objection.

       3)  Standard & Poor's Corporate Value Consulting

In this Application, CVC seeks compensation for services in the
amount of $36,413.00 and reimbursement of expenses of $1,740.42.
The US Trustee objects to compensation due to the lack of detailed
time records to support the request.

The CVC Application does not include any detailed time records to
support the requested compensation at all.  The US Trustee's Fee
Guidelines, and applicable case law, provide that professionals
employed by estates are to keep detailed time records unless the
Court excuses that obligation at the time of retention.

The retention agreement between CVC and the Debtors specifically
references that CVC's fees will be based upon hourly billing rates
of the individuals performing the services on behalf of the
Debtors.  The US Trustee asks that the Court deny this Application
for compensation absent submission by CVC of detailed time
records.

       4)  Ernst & Young LLP

Ernest & Young were employed by the LTV and Copperweld Debtors as
auditors, and apply for final compensation for the period of
January 1, 2001, through February 20, 2004, in the amount of
$1,383,896.00, and reimbursement of expenses totaling $29,858.00.
The US Trustee objects to allowance of all expenses absent
submission of "appropriate detail and support."

The US Trustee points out that reimbursement for estate
professionals is limited to expenses that are "actual and
necessary."  This determination cannot be made absent appropriate
detail to support the requested reimbursement.  The US Trustee
urges the Court to deny any expense reimbursement until and unless
this detail and support is provided.

       5)  KPMG LLP - US and KPMG - Canada

KPMG makes its final application for compensation as accountants
and financial advisors to the Official Committee of Noteholders
for the period of January 31, 2003, through April 30, 2003, in the
amount of $399,132.00, and for reimbursement of expenses in the
amount of $20,876.42.  The US Trustee objects to "excessive fees
relating to the preparation of the Applicant's fee application."

KPMG asks for compensation for time spent on billing and fee
application preparation in the amount of $19,407.00, or
approximately 4.8% of the total of fees requested. The US
Trustee's Fee Guidelines provide that reasonable fees for the
preparation of a fee application may be requested.  The applicant
has the burden of proving the extent to which the fees relating to
preparation exceed those for clients who require detailed fee
statements and have adopted fee review procedures.

Bankruptcy courts have held that compensation for time spent
preparing and reviewing fee applications should not exceed 3% of
the total fees allowed.  The Court of Appeals for the Sixth
Circuit, in a non-bankruptcy case, held that the hours allowed for
preparing and litigating attorney's fees should not exceed 3% of
the hours in the main case when the issue is submitted on papers
without a trial, and should not exceed 5% when a trial is
necessary.  These guidelines and limitations are necessary to
ensure that compensation for fee-related matters will not be out
of proportion to the costs of the main case.

       6)  Reed Smith LLP

As former counsel to the former Official Committee of Unsecured
Creditors of LTV Steel Company, Inc., Reed Smith applies for
compensation in the amount of $2,519,253.90 and reimbursement of
expenses of $156,638.7.  The US Trustee objects to the requested
expense reimbursement in connection with staff overtime and HVAC
costs.

               A.  Overtime

Reed Smith asks for reimbursement for overtime and temporary
agency charges in the amount of $4,297.50, an amount generally not
reimbursable under the US Trustee's Fee Guidelines.

               B.  HVAC Expenses

Reed Smith seeks reimbursement of HVAC charges in the amount of
$11,642.99.  This expense items is clearly part of Reed Smith's
overhead expense and should be disallowed.  It is particularly
inappropriate where, as in these cases, the applicant has billed
the estate for the work of attorneys whose hourly rates range up
to $500.

Reed Smith presents arguments in favor of overtime and HVAC
charges similar to those of Jones Day, and in addition presents
certified documents detailing these expenses, whereupon the US
Trustee withdraws his objection.

       7)  Deloitte Consulting LLC

Deloitte served as reorganization consultants to the former
Official Committee of Unsecured Creditors of LTV Steel for the
period of January 1, 2001, through March 4, 2003.  Deloitte asks
approval for $3,450,988.75 in compensation, and reimbursement of
expenses in the amount of $168,290.85.  The US Trustee objects to
the allowance of fees incurred from efforts to disband the
Official Committee of Equity Holders in the amount of $12,758.

When reviewing fee applications, courts may consider whether the
services of the professional were necessary or beneficial to the
administration of the estate and its completion at the time at
which the service was rendered.  Although the outcome of a
professional's efforts should not solely determine compensation
awards, fees should have some relation to the outcome.

In these cases, the time spent by Deloitte in connection with
disbanding the Equity Committee was neither necessary nor
beneficial to these estates.  The services did not further the
administration of these cases, or assist the Debtors'
reorganization efforts, and these fees should be disallowed in
full.

Headquartered in Cleveland, Ohio, The LTV Corporation is a
manufacturer with interests in steel and steel-related businesses,
employing some 17,650 workers and operating 53 plants in Europe
and the Americas. The Company filed for chapter 11 protection on
December 29, 2000 (Bankr. N.D. Ohio, Case No. 00-43866).  Richard
M. Cieri, Esq., and David G. Heiman, Esq., at Jones, Day, Reavis &
Pogue, represent the Debtors in their restructuring efforts. On
August 31, 2001, the Company listed $4,853,100,000 in assets and
$4,823,200,000 in liabilities. (LTV Bankruptcy News, Issue No. 63;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


MIRANT CORP: Pursuing Nod for Wild Goose Storage Compromise
-----------------------------------------------------------
Mirant Corp. and its debtor-affiliates ask the Court:

   (a) to approve a Settlement Agreement and Release, dated
       February 19, 2004, between Mirant Americas Energy
       Marketing, LP and Wild Goose Storage, Inc., pursuant to
       Rule 9019 of the Federal Rules of Bankruptcy Procedure;
       and

   (b) for authority, pursuant to Section 365(a) of the
       Bankruptcy Code, to reject:

       (1) the Storage Services Agreement dated June 7, 2001;

       (2) a Base Load Storage Service Appendix BLS dated July 3,
           2001;

       (3) an undated firm offer; and

       (4) a Precedent Agreement dated July 13, 2001.

Ian T. Peck, Esq., at Haynes and Boone LLP, in Dallas, Texas,
relates that the Storage Agreements were originally procured to
ensure reliable natural gas supply for Mirant's existing and
future California assets.  The Storage Agreements provided MAEM
with 2,000,000 Dth of natural gas storage capacity at the Wild
Goose underground natural gas storage facility near Gridley,
California.

Under the Storage Agreements, Mirant is required to pay $160,500
per month for demand charges.  The term of the Storage Agreements
is through March 2009.

On June 25, 2003, MAEM posted $1,926,000 in cash as collateral
for its obligations under the Storage Agreements.  At that time,
MAEM was in compliance with the Storage Agreement.

Mr. Peck tells the Court that the Debtors originally anticipated
a significant deployment and build-out of their California
assets, necessitating the procurement of the Storage Agreements.
However, the Debtors' plans have changed, rendering the Storage
Agreements unnecessary.  Moreover, general illiquidity in forward
gas markets will make it difficult for the Debtors to realize the
full value of a gas storage facility.  Thus, the Debtors
determined that the Storage Agreements should be rejected.

Rather than simply reject the Storage Agreements, the Debtors
commenced negotiations with Wild Goose to liquidate and
compromise the amounts of Wild Goose's rejection damage claim
against the Debtors' estates, as well as to establish the
treatment of the Collateral.  The Debtors and Wild Goose
eventually agreed on these terms:

   (i) The Debtors will reject the Storage Agreements, provided
       that the Court order approving the rejection is entered
       no later than April 30, 2004;

  (ii) In full and final satisfaction of all claims of Wild
       Goose arising under or in connection with the Storage
       Agreements, Wild Goose will receive:

       (a) a Settlement Payment of $1,926,000, which will be
           satisfied by resort to the Collateral; and

       (b) an allowed, unsecured, prepetition claim against
           MAEM's estate amounting to $874,000; and

(iii) The parties will mutually release all claims and
       potential claims relating to or arising from the Storage
       Agreements, and any claims that might arise in relation
       to the Collateral.

Mr. Peck notes that the Settlement Agreement is favorable to the
Debtors and creditors because:

   (a) if the Debtors reject the Storage Agreements outright,
       Wild Goose could claim for damages in excess of
       $1,926,000, plus the $874,000 Claim Amount; and

   (b) Wild Goose waives any claims against the Debtors' estates
       as it relates to the rejection of the Storage Agreements
       other than resort to the Collateral and the Claim Amount.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  The Company filed for
chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590).  Thomas E. Lauria, Esq., at White & Case LLP represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed $20,574,000,000
in assets and $11,401,000,000 in debts. (Mirant Bankruptcy News,
Issue No. 28; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MIRANT: Canadian Debtors File Plan of Compromise & Arrangement
--------------------------------------------------------------
On March 22, 2004, the Canadian Mirant Debtors delivered to the
CCAA Court their Plan of Compromise and Arrangement pursuant to
the Companies' Creditors Arrangement Act.

The purpose of the Plan is to effect a compromise of all Claims
of Affected Creditors in the Class with the intention of
improving the return of all Creditors and to enhance the value of
the shares of the Canadian Debtors.  The return to all Creditors
will be increased by avoiding the additional costs, which would
be incurred in the Canadian Debtors' bankruptcy, and in
litigating in bankruptcy proceedings the validity and quantum of
the Claims filed in the CCAA Proceedings by the Mirant U.S.
Affiliates.  In addition, the Plan allows a timely payment to
Affected Creditors in the Class and allows those Affected
Creditors to avoid the risk to their ultimate recovery, which
would result from the litigation of the Mirant U.S. Affiliates'
Claims.

The Claims of all 41 Affected Creditors are to be affected by the
Plan.  On the Plan Implementation Date, the Claims will be
compromised in accordance with the terms of the Plan.

These claims will not be affected by the Plan:

   (a) All Employee Claims for wages, retention payments and the
       approved 2004 incentive payments;

   (b) All Government Claims that arose subsequent to the
       Initial Order;

   (c) All Claims of suppliers that are not Interim Period
       Claims, in accordance with the Initial Order;

   (d) The Claims of Counterparties to Trading Contracts, as
       well as parties to post-assurance agreements, in
       accordance with the Initial Order;

   (e) All Claims of advisors, professionals and consultants in
       respect of their fees and disbursements incurred in
       connection with the Canadian Debtors' efforts to
       reorganize their debts; and

   (f) All Claims of the Mirant U.S. Affiliates.

                   Classification of Creditors

The only Class for the purpose of considering and voting on the
Plan will be the Affected Creditors.  The Affected Creditors hold
$86,019,808 in unsecured claims, some of which are still
disputed.

Creditors' Claims will be determined in accordance with the
Claims Process and the Affected Creditors will vote in respect of
the Plan.  The Canadian Debtors will seek Plan approval by the
affirmative vote of the Required Majority of the Class.  Each
Affected Creditor will be entitled to attend and vote at the
Creditors Meeting.  Each Affected Creditor who actually votes
will be entitled to one vote.

For purposes of calculating the value component of the Required
Majority, each Affected Creditor who is entitled to vote will be
entitled to one vote at the Creditors' Meeting for each $1 of
proven claim.  In the event that the Proven Claim of an Affected
Creditor is not finally determined prior to the Creditors'
Meeting Date, the Affected Creditor will be entitled to vote
based on the value of its declared claim without prejudice to the
Canadian Debtors' or the Creditor's rights to require the final
determination of the Proven Claim.

                     Treatment of Creditors

If the Required Majority of Affected Creditors vote to accept the
Plan, then on the Plan Implementation Date, the Monitor, on
behalf of the holders of Proven Claims, will receive the
aggregate of all Affected Creditors' Dividend Amounts, plus the
Disputed Claims Reserves, from the Canadian Debtors to be
distributed to each holder of a Proven Claim on the Distribution
Date.  After receipt of funds from the Monitor, the Affected
Creditors' recourse will be limited to remaining claims, if any,
against any U.S. Proceedings Debtors.  In addition, the Affected
Creditors has the right to receive their Dividend Amount, if any,
from the Disputed Claims Reserve, once their Disputed Claim
becomes a Proven Clam.

                    Resolving Disputed Claims

Disputed Claims will be resolved in accordance with the Claims
Process the CCAA Court established on August 13, 2003.  No
payments or distributions will be made by the Monitor unless a
Disputed Claim becomes a Proven Claim.

On the Plan Implementation Date, the Monitor will receive the
Disputed Claims Reserve in an amount equal to the Dividend
Amounts attributable to the Disputed Claims, calculated as if all
Disputed Claims were Proven Claims in an amount equal to their
Disputed Claim Amounts.

                        Plan Implementation

If the Required Majority of Affected Creditors in the Class vote
to approve the Plan:

   (1) The Dividend Amount payable to Affected Creditors will be
       paid by the Canadian Debtors to the Monitor for
       distribution; and

   (2) All other actions, documents and agreements necessary to
       implement the Plan will be effected.

                Withdrawal of Bankruptcy Petition

As soon as possible after the payment to Enron Canada Corporation
of the Dividend Amount respecting its Proven Claim, Enron Canada
will cause the Bankruptcy Petition to be withdrawn or dismissed
without costs.

                      Claims Distribution

Distributions to be made on Proven Claims as of the Plan
Implementation Date will be made no later than May 3, 2004.

The Monitor will receive reasonable compensation for distribution
services and services related to the resolution of Disputed
Claims rendered pursuant to the Plan and reimbursement of
reasonable out-of-pocket expenses incurred in connection with the
services from the Canadian Debtors on terms acceptable to the
Canadian Debtors.

A free copy of the Plan of Arrangement is available for free at:

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

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  The Company filed for
chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590).  Thomas E. Lauria, Esq., at White & Case LLP represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed $20,574,000,000
in assets and $11,401,000,000 in debts. (Mirant Bankruptcy News,
Issue No. 28; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MJ RESEARCH: Has Until May 7 to Complete & File Schedules
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada, gave MJ
Research, Incorporated an extension to file its schedules of
assets and liabilities, statement of financial affairs and lists
of executory contracts and unexpired leases required under 11
U.S.C. Sec. 521(1).  The Debtor has until May 7, 2004, to file
their Schedules of Assets and Liabilities and Statement of
Financial Affairs.

Headquartered in Reno, Nevada, MJ Research, Incorporated
-- http://www.mjr.com/-- is a leading biotechnology company
specializing in the instrument and reagent technology needed for
modern biological research.  The Company filed for chapter 11
protection on March 29, 2004 (Bankr. D. Nev. Case No. 04-50861).
Jennifer A. Smith, Esq., at Lionel Sawyer & Collins represents the
Debtor in its restructuring efforts. When the Company filed for
protection from its creditors, it listed both estimated debts and
assets of over $10 million.


NATEX INC: Case Summary & 1 Largest Unsecured Creditor
------------------------------------------------------
Debtor: Natex, Inc.
        354 West Shore Trail
        Sparta, New Jersey 07871

Bankruptcy Case No.: 04-22327

Type of Business: Real-estate development

Chapter 11 Petition Date: April 9, 2004

Court: District of New Jersey (Newark)

Debtor's Counsel: Glenn R. Reiser, Esq.
                  LoFaro and Reiser, LLP
                  55 Hudson Street
                  Hackensack, NJ 07601
                  Tel: 201-498-0400
                  Fax: 201-498-0016

Total Assets: $5,045,200

Total Debts:  $1,835,000

Debtor's 1 Largest Unsecured Creditor:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Department of Environmental   Remediation                Unknown
Protection                    agreement for
401 E. State Street           removal of two
Trenton, NJ 08625-0402        10,000 gallons
                              underground tanks.


NEXTWAVE: Cingular Wireless Closes Purchase of 34 PCS Licenses
--------------------------------------------------------------
Cingular Wireless and NextWave Telecom Inc. announced the closing
of Cingular's acquisition of 34 PCS licenses from NextWave.  The
licenses, covering approximately 83 million potential customers,
are for spectrum primarily in markets where Cingular currently has
voice and data operations.

"Closing this transaction is a significant milestone for
Cingular," said Ralph de la Vega, chief operating officer for
Cingular Wireless. "This spectrum will greatly benefit our
customers, allowing us to deliver additional products and
services, expand coverage in key markets and better accommodate
overall future growth."

"This closing is a very important event for NextWave," said Allen
Salmasi, Chairman and CEO of NextWave Telecom.  "It strengthens
NextWave's capitalization and positions the company to complete
its reorganization."

Under terms of the deal, Cingular paid $1.4 billion in cash, and
obtained FCC licenses to operate on 10 MHz of broadband PCS (1900
MHz) spectrum in the following markets: Los Angeles, CA; Chicago,
IL; San Francisco, CA; Dallas, TX; Houston, TX; Washington, DC;
Atlanta, GA; Boston, MA; San Diego, CA; Baltimore, MD; Portland,
OR; Sacramento, CA; Las Vegas, NV; Salt Lake City, UT; Allentown,
PA; Harrisburg, PA; Springfield, MO; Sarasota, FL; Manchester,
NH; Portland, ME; Lakeland, FL; York, PA; Lancaster, PA;
Poughkeepsie, NY; Reading, PA; Hagerstown, MD; Temple, TX;
Gainesville, FL; Tyler, TX; Joplin, MO; Salisbury, MD; and
Kankakee, IL. Cingular also obtained FCC licenses to operate on 20
MHz in the 1900 MHz band in Tampa, FL and El Paso, TX.

Cingular currently provides service in all of these markets except
for Portland, OR; Salt Lake City, UT; El Paso, TX; Manchester, NH;
Hagerstown, MD; Salisbury, MD; and Kankakee, IL.

All claims of the FCC and third parties related to these 34
licenses have been satisfied, including $714 million owed by
NextWave to the FCC for these licenses, which was paid directly to
the FCC out of the $1.4 billion total.

                   ABOUT CINGULAR WIRELESS

Cingular Wireless, a joint venture between SBC Communications
(NYSE: SBC) and BellSouth (NYSE: BLS), serves more than 24 million
voice and data customers across the United States. A leader in
mobile voice and data communications, Cingular is the only U.S.
wireless carrier to offer Rollover(SM), the wireless plan that
lets customers keep their unused monthly minutes. Cingular has
launched the world's first commercial deployment of wireless
services using Enhanced Data rates for GSM Evolution (EDGE)
technology. Cingular provides cellular/PCS service in 43 of the
top 50 markets nationwide, and provides corporate e-mail and other
advanced data services through its GPRS, EDGE and Mobitex packet
data networks. Details of the company are available at
http://www.cingular.com/

                   ABOUT NEXTWAVE TELECOM

Hawthorne, New York-based NextWAVE Telecom Inc. filed for
bankruptcy on December 23, 1998, (Bankr. S.D.N.Y. Case No. 98-
23303). The company was formed in 1995 to provide broadband
wireless and other communications services to consumer and
business markets.  For more information about NextWave, visit
http://www.nextwavetel.com/


NOVA CHEMICALS: Extends Exchange Offer for 6.5% Senior Notes
------------------------------------------------------------
NOVA Chemicals Corporation (NYSE:NCX) (TSX:NCX) extended the
expiration date of its offer to exchange U.S. $400 million of
notes issued on January 13, 2004, in a private placement, to
accommodate the closure of many banks and institutions in
observance of Good Friday.

The new expiration date of the exchange offer is today,
April 13, 2004, at 5:00 p.m. EDT, unless further extended by NOVA
Chemicals. The exchange offer was previously set to expire at
5:00 p.m. EDT on April 9, 2004.

The exchange is for U.S. $400 million principal amount of NOVA
Chemicals' 6.5% Senior Notes due 2012 ("new notes"). The new
notes have been registered under the Securities Act of 1933, for
like amounts of its existing 6.5% Senior Notes due 2012.

Except for the absence of transfer restrictions under the federal
securities laws applicable to the original notes, the new notes
are identical to the original notes. Except for the extension of
the expiration date, all other terms and provisions of the
exchange offer remain as set forth in the exchange offer
prospectus previously furnished to the registered holders of the
original notes.

As of the close of business on Thursday, April 8, 2004, U.S.
$316,160,000 of original notes have been tendered for exchange.

For copies of the exchange offer materials or to request
assistance regarding the exchange offer, please call U.S. Bank
National Association, the exchange agent for the exchange offer,
at (800) 934-6802.

NOVA Chemicals (S&P, BB+ Long-Term Corporate Credit Rating,
Positive) is a focused, commodity chemical company that
produces ethylene, polyethylene, styrene monomer and styrenic
polymers, which are used in a wide range of consumer and
industrial goods. NOVA Chemicals manufactures its products at 18
operating facilities located in the United States, Canada,
France, the Netherlands and the United Kingdom. The company also
has five technology centers that support research and development
initiatives. NOVA Chemicals Corporation shares trade on the
Toronto and New York stock exchanges under the trading symbol
NCX. Visit NOVA Chemicals on the Internet at
http://www.novachemicals.com/


NUEVO ENERGY: Agrees to Sell Marine 1 Permit to Perenco for $62MM
-----------------------------------------------------------------
Nuevo Energy Company (NYSE:NEV) signed a stock sale agreement with
Perenco, S.A. to sell its interest in the Marine 1 Permit,
offshore the Republic of Congo, for $62 million, subject to
certain consents and reviews. The sale is effective January 1,
2004 and the final sales price will be offset by working capital
adjustments and net cash flow from the effective date to the
closing date. Nuevo has a non-operating 50% working interest
(37.5% average net revenue interest) in the Permit which includes
the Yombo and Masseko Fields and a 50% interest in a floating
production, storage and off-loading vessel. In 2003, production
from the Permit averaged 4.8 thousand barrels of oil equivalent
per day net to Nuevo.

Nuevo Energy Company is a Houston, Texas-based company primarily
engaged in the acquisition, exploitation, development, exploration
and production of crude oil and natural gas. Nuevo's domestic
producing properties are located onshore and offshore California
and in West Texas. Nuevo is the largest independent producer of
crude oil and natural gas in California. To learn more about
Nuevo, go to http://www.nuevoenergy.com/

                        *   *   *

As reported in the Troubled Company Reporter's February 17, 2004
edition, Fitch Ratings has placed the debt ratings of Nuevo Energy
on Watch Positive following the announcement that Plains
Exploration & Production Company will acquire Nuevo. Currently,
Fitch rates Nuevo's senior subordinated debt 'B' and its trust
convertible securities 'B-'.

Plains anticipates issuing 37.4 million shares to Nuevo
shareholders and assuming $234 million of net debt and $115
million of Trust Convertible Securities. The transaction is
expected to close in the second quarter of 2004. The rationale for
the Watch Positive includes the size of the new entity, which will
approach 489 million barrels of oil equivalent from Nuevo's
current size of just over 200 million barrels. Proved developed
reserves will represent more than 70% of the total and 83% of the
total will be oil. Additionally, the new entity will have more
exploitation opportunities than existed for Nuevo on a stand-alone
basis.


OGLEBAY NORTON: Court Okays Use of Up to $70 Million DIP Financing
------------------------------------------------------------------
Oglebay Norton Company (OTC: OGLEQ) announced that U.S. Bankruptcy
Judge Joel B. Rosenthal of the United States Bankruptcy Court for
the District of Delaware in Wilmington has granted final approval
for the Company to borrow up to $70 million from a debtor-in-
possession (DIP) credit facility. The Company secured the DIP
facility from a syndicate led by Silver Point Finance that
includes various members of its pre-petition bank group. In
February, the judge granted interim approval for the Company to
borrow up to $40 million from the facility.

"We are pleased to have received final approval of our DIP credit
facility," said Michael D. Lundin, Oglebay Norton president and
chief executive officer.  "The final approval provides us with
additional flexibility in running the business and keeps us on
track with our original plan to emerge from court protection on an
expedited basis with a new capital structure."

Oglebay Norton Company, a Cleveland, Ohio-based company, provides
essential minerals and aggregates to a broad range of markets,
from building materials and home improvement to the environmental,
energy and metallurgical industries. The Company has approximately
1,770 full-time and part-time hourly and salaried employees in 13
states.

On February 23, 2004, the Company and its wholly owned
subsidiaries filed voluntary petitions under chapter 11 of the
U.S. Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware in Wilmington to complete the financial
restructuring of its long-term debt.


OMNE STAFFING INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Omne Staffing, Inc.
             dba Staffing Services Group, Inc.
             4 Commerce Drive
             Cranford, New Jersey 07016

Bankruptcy Case No.: 04-22316

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Omne Payroll Services, Inc.                04-22318
     Omne Staffing II, Inc.                     04-22319
     Omne Staffing III, Inc.                    04-22321
     Omne Staffing IV, Inc.                     04-22322
     Westcott II, LLC                           04-22324
     VanPower, Inc.                             04-22325

Chapter 11 Petition Date: April 9, 2004

Court: District of New Jersey (Newark)

Debtors' Counsel: John K. Sherwood, Esq.
                  Lowenstein Sandler
                  65 Livingston Avenue
                  Roseland, NJ 07068
                  Tel: 973-597-2500

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtors' 20 Consolidated List of Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
William Cadigan               Purchase Agreement        $291,000
1012 Laureldale Court
Lititz, PA 17543

Richard Allen MD              Medical Services           $98,797

Continental Currency          Check Cashing              $91,602
Services                      Services
d/b/a Mobile Money & Pronto
Cash Express

MCI                           Trade Services             $78,000

Selis and Associates          Legal Services             $71,285

Sinins and Bross              Legal Services             $67,000

Clair Odell Group             Insurance Broker           $62,500
                              Services

4 Commerce Drive Associates   Commercial                 $46,000
LLC                           Property Rent

High Employee Services, Inc.  Services Contract          $45,000

CompuTrol Technologies        Services Contract          $44,052

Shands Jacksonville           Services Contract          $39,479

Hispanic Grocers, Inc. d/b/a  Check Cashing              $36,390
Ensenada Markets              Services

Nextel Partners               Services Contract          $30,000

Novatime Technology, Inc.     Computer Services          $29,956
                              Contract

North Florida Regional        Medical Services           $29,196
Medical Center

Cardenas Markets, Inc.        Check Cashing              $28,364
                              Services

North Broward Hospital        Medical Services           $27,505

Lewis, Brisbois, Bisgaard     Legal Services             $23,746
and Smith LLP

Rogers Towers                 Legal Services             $21,564

United States Government      Civil Forfeiture           Unknown
                              Action


ORIGINAL IFPC: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Original IFPC Shareholders, Inc.
        201 East Army Trail Road
        Bloomingdale, Illinois 60108

Bankruptcy Case No.: 04-13843

Chapter 11 Petition Date: April 7, 2004

Court: Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

Debtor's Counsel: Michael J. Chmiel, Esq.
                  Chmiel & Matuszewich
                  100 South Main Street Suite 300
                  Crystal Lake, IL 60014
                  Tel: 815-459-3120

Estimated Assets: Unstated

Estimated Debts:  $1 Million to $10 Million

Debtor's 17 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
FTI Consulting                             $485,438
333 West Wacker Drive, Suite 600
Chicago, IL 60606

Boies, Schiller & Flexner                  $125,000

Willenken, Wilson & Stris                  $102,606

Spesia, Ayers & Ardaugh                     $82,926

Sher Consulting                             $75,556

Halprin Temple                              $54,855

Shook Hardy & Bacon, LLP                    $49,687

Schriott & Luetkehans, PC                   $37,018

Gordon Engineering Associates               $22,630

Econ One                                    $22,427

Donoghue & Associates, Inc.                 $20,828

Global Legal Copy, LLC                      $17,000

Rockfeller Group Business Center            $13,167

Chicago Partners, LLC                        $3,330

William J. Gordon                              $691

AT&T Wireless Services, Inc.                Unknown

Hughes Network Systems, Inc.                Unknown


OWENS: Judge Fitzgerald Nixes 214 Indirect Asbestos Injury Claims
-----------------------------------------------------------------
J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, reports that there are 230 indirect asbestos personal
injury claims filed against the Owens Corning Debtors other than
Owens Corning or Fibreboard.  Because no other Debtor apart from
Owens Corning or Fibreboard is associated with asbestos personal
injury claims, the Debtors ask the Court to disallow and expunge
the 230 Claims in their entirety.

                   Indirect Asbestos PI Claims
                 Little Supporting Documentation

Ms. Stickles also reports that 2,920 indirect asbestos personal
injury claims were filed against Owens Corning or Fibreboard with
very little supporting documentation.  Based on their historical
experience, the Debtors dispute these claims because they are
unsupportable or susceptible to valid defenses under the
applicable state law.

Plant Insulation Company filed 2,214 Claims aggregating
$119,000,000.  The Debtors believe that Plant Insulation's
attempt to assert these Claims will be unsuccessful as they have
been before the California state courts.  It is well established
under California law that Plant Insulation does not have a right
to any form of contractual indemnity against Fibreboard.  In
addition, the vast majority of Plant Insulation's Indirect
Asbestos PI Claims are based on underlying personal injury claim,
which Fibreboard settled before the Petition Date.  Under
California state law, a "good faith" settlement bars Plant
Insulation's claims for equitable or implied contractual
indemnity.

Included among Plant Insulation's Claims are about $41,000,000 in
claims for defense costs and attorneys' fees arising from the
Indirect Asbestos PI Claims.  These claims will also ultimately
fail because, to be entitled to fees and costs under California
law, Plant Insulation must be able to demonstrate that it
prevailed on an implied indemnity claim against Fibreboard and
that it was without fault in the underlying asbestos-related
cases.

Plant Insulation also asserts claims for future defense costs and
fees.  This is a clearly contingent claim that should be
disallowed under Section 502(e)(1)(B) of the Bankruptcy Code, Ms.
Stickles points out.

The Debtors similarly believe that the other 706 Indirect
Asbestos PI Claims suffer from fatal defects under the applicable
state law.  The Debtors do not believe that any of the Indirect
Asbestos PI Claims are based on a valid contractual indemnity
claim.  To assert a valid Indirect Asbestos PI Claim absent a
contractual indemnity claim, each Indirect Asbestos PI claimant
must demonstrate, pursuant to applicable state law, either that
they paid:

   (1) the Debtors' share of a verdict for which they are
       entitled to reimbursement; or

   (2) the Debtors' liability to an underlying personal injury
       plaintiff and obtained a release from that plaintiff in
       favor of the Debtors.

For any claim based on a prepetition verdict, the Debtors either
settled or shared in the verdict, and therefore cannot now be
liable for an Indirect Asbestos PI Claim.  Moreover, the Debtors
do not believe that any of the filed Indirect Asbestos PI Claims
are based on postpetition verdicts.  The Debtors also find it
highly unlikely that any defendant voluntarily settled and paid
their liability.

Accordingly, the Debtors ask the Court to disallow and expunge
these Claims.

             Invalid Asbestos Property Damage Claims

Based on a March 31, 2003 Case Management Order, the Court
required the asbestos property damage claimants to provide the
Debtors with certain basic information supporting their claims.
Ms. Stickles reports that, of the seven asbestos property damage
claims, only the State of Louisiana provided any information in
response to the Case Management Order.  The remaining claimants
failed to respond to the Case Management Order and apparently
rely on the information submitted with their proof of claim.

The Debtors question the validity of each of the Louisiana
Asbestos Property Damage Claims for numerous reasons based on the
applicable state law.  Louisiana first asserted a $582,000,000
claim.  But when required to provide even the minimal support for
that claim, Louisiana conceded that it could not support a
$582,000,000 claim and instead apparently now only asserts a
claim for $68,000,000.

Ms. Stickles, however, asserts that even the reduced amount
greatly overstates Owens Corning's potential liability to
Louisiana.  While Louisiana did produce some documentation in
response to the Case Management Order, including tests results,
Owens Corning disputes:

   (1) the methods utilized and the results obtained from those
       tests;

   (2) the amount of asbestos containing material manufactured by
       Owens Corning that is allegedly in Louisiana's buildings;
       and

   (3) the estimated costs of abatement asserted.

In addition, Louisiana admits that it filed claims against Johns-
Manville and Celotex arising from property damage allegedly
caused by asbestos-containing pipe and block insulation.  Thus,
Owens Corning also disputes Louisiana's claim because it is
likely based on asbestos-containing materials for which Louisiana
sought -- and may have received -- compensation from other
debtors.

The Debtors similarly dispute the other Invalid Asbestos Property
Damage Claims.  The claimants did not respond to the Case
Management Order, and apparently rely on the bare bones
assertions in the materials submitted with their proofs of claim
that the Debtors' asbestos containing products were installed in
their buildings.  However, these claimants provided no real
evidence to support their claims.

       Resolution of the Disputed Asbestos-Related Claims

While the Debtors believe that the Disputed Asbestos-Related
Claims are without merit, rather than inundate the Court and bog-
down the reorganization process with hearings on each of the
Disputed Asbestos-Related Claims, the Debtors ask the Court to
estimate these claims for voting purposes.  The Disputed
Asbestos-Related Claims are all disputed, contingent or
unliquidated.

The Debtors' Plan of Reorganization provides that Indirect
Asbestos PI Claims will be channeled to the Asbestos Trust for
resolution.  Pursuant to the Trust Distribution Procedures, each
Indirect Asbestos PI Claimant will have the opportunity to
demonstrate pursuant to the applicable state law whether it has a
valid claim.  Therefore, there is no reason for the Court to
expend its resources, or permit individual hearings on the
validity of each Indirect Asbestos PI Claim to disrupt the
reorganization process, when each claimant will have its
opportunity to present its case after the Plan Effective Date.

Similarly, the Reorganization Plan would establish a claims
handling facility to resolve asbestos property damage claims
against Fibreboard and provide the claimants with any opportunity
to demonstrate the merits of their claims.  Regarding the
remaining few asbestos property damage claims against Owens
Corning, the Debtors began to contact the claimants to determine
if a consensual resolution is possible.  If no resolution can be
reached, the Debtors will return to the Court and request case
management procedures to resolve those claims as appropriate.

According to Ms. Stickles, estimating the Disputed Asbestos-
Related Claims for voting purposes will permit each of the
holders of Disputed Asbestos-Related Claims to participate in the
voting on the Plan, without disrupting the reorganization process
with thousands of individual contested matters.

In this regard, the Debtors ask the Court to estimate the
Disputed Asbestos-Related Claims at $100 for voting purposes
only.

                         *    *    *

Judge Fitzgerald disallows 214 Indirect Asbestos Personal Injury
Claims in their entirety.

Judge Fitzgerald allows 708 Disputed Asbestos-Related Claims and
six Asbestos Property Damage Claims at $100 each for voting
purposes only.

Headquartered in Toledo, Ohio, Owens Corning
-- http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom
represents the Debtors in their restructuring efforts.  On Jun 30,
2001, the Debtors listed $6,875,000,000 in assets and
$8,281,000,000 in debts. (Owens Corning Bankruptcy News, Issue No.
71; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PACIFIC GAS: Emerges From Chapter 11 Bankruptcy
-----------------------------------------------
Pacific Gas and Electric Company emerged from the Chapter 11
process it initiated to resolve the financial challenges resulting
from the California energy crisis. The resolution -- supported by
the company, its creditors, the California Public Utilities
Commission (CPUC), labor, and environmental and consumer groups --
restored the utility's investment grade credit ratings, satisfied
all valid creditor claims, and provided the basis for a
substantial reduction in electric rates, with the potential for
additional savings to customers in the future.

"Regaining our investment grade credit ratings, paying creditors
in full, and doing so without raising customer rates achieves our
objectives, and puts the energy crisis behind us," said Robert D.
Glynn, Jr., Chairman, CEO and President of PG&E Corporation.

The settlement agreement approved by the CPUC resolves Pacific Gas
and Electric Company's Chapter 11 case and provides many benefits
for customers and the State of California, including:

   -- A significant $800 million electric rate reduction for
      customers that was implemented in March.  The company will
      continue to work with state and federal officials to pursue
      refunds from energy suppliers who charged excessive prices
      for gas and electricity during the energy crisis; and any
      refunds will go to further reduce customer rates.

   -- Environmental benefits, such as the protection of 140,000
      acres of sensitive watershed lands surrounding the company's
      hydroelectric facilities, and the creation of a non-profit
      corporation to support research and investment in clean
      energy technology.

   -- Restoration of the utility's investment grade credit rating
      to allow the company to access the capital markets in order
      to finance the infrastructure improvements and long-term
      procurement of natural gas and electricity to meet
      customers' growing demand.  In 2004, the company will invest
      approximately $1.4 billion in its electric and natural gas
      systems.

In addition, through an agreement reached with The Utility Reform
Network, the company is working to obtain legislative approval to
refinance a portion of its costs with a securitized dedicated rate
component. If the refinancing is successful, customers could
potentially save up to $1 billion in lower financing and tax costs
over the term of the agreement.

"By emerging as a financially healthy company, we are on a solid
foundation to continue investing in the infrastructure that
delivers energy to our customers, and serves as the backbone of
our state's economy," said Gordon R. Smith, Pacific Gas and
Electric Company's President and CEO. "We will also be able to re-
engage with the communities we serve, and return to the
traditional roles we played with them, which were temporarily
interrupted by the challenges of the energy crisis."

"By resolving these financial challenges in a collaborative
manner, we are able to move forward on a sound financial basis in
a more stable regulatory environment," Glynn added.

As it emerged from Chapter 11, Pacific Gas and Electric Company
made approximately 2,100 payments resolving $8.4 billion in
allowed creditor claims, and deposited $1.8 billion in escrow
accounts for disputed claims. The company used the proceeds from
the approximately $6.7 billion bond offering, $2.4 billion in cash
on hand, $0.8 billion funded by term loans, and $0.3 billion from
a credit facility to pay creditors. In addition, approximately
$814 million in pollution control bonds was reinstated, and the
company paid about $93 million in preferred stock dividends and
sinking fund payments that were in arrears.

Pacific Gas and Electric Company voluntarily filed for
reorganization under Chapter 11 of the U.S. Bankruptcy Code on
April 6, 2001. On June 19, 2003, federal Judge Randall Newsome
announced the settlement agreement between PG&E and the CPUC's
staff. In December 2003, the CPUC approved the settlement
agreement and the Bankruptcy Court confirmed the plan of
reorganization.

Headquartered in San Francisco, California, Pacific Gas and
Electric Company -- http://www.pge.com/-- a wholly-owned
subsidiary of PG&E Corporation (NYSE:PCG), is one of the largest
combination natural gas and electric utilities in the United
States.  The Company filed for Chapter 11 protection on April 6,
2001 (Bankr. N.D. Calif. Case No. 01-30923).  James L. Lopes,
Esq., William J. Lafferty, Esq., and Jeffrey L. Schaffer, Esq., at
Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent the
Debtors in their restructuring efforts.  On June 30, 2001, the
Company listed $23,216,000,000 in assets and  $22,152,000,000 in
debts.


PACIFIC GAS: Court Allows Additional $18M Implementation Expenses
-----------------------------------------------------------------
To recall, Pacific Gas and Electric Company sought and obtained
the Court's authority to incur and spend up to $15,000,000 in
implementation expenses relating to the financings required to be
in place as a condition precedent to the effective date of the
reorganization plan, including certain expenses.  However, the
$15,000,000 authorization sought by PG&E was necessarily a rough
estimate because the documentation of the facilities and
negotiation of various terms, including timing of payment of fees
and reimbursable costs, was at an early stage, and PG&E determined
that it made most sense to use a conservative number at that
time.

James L. Lopes, Esq., at Howard, Rice, Nemerovski, Canady, Falk &
Rabkin, in San Francisco, California, informs the Court that now
that negotiation and documentation of the financing-related
documents necessary for implementation of the Plan has concluded
in some instances and reached an advanced stage in other, and in
light of further discussions and negotiations with the lead banks
for the financings being arranged pursuant to the Plan, PG&E has
determined that the previous request had underestimated the
amount of expenditure authority PG&E believes is appropriate for
payment of bank fees and expenses before the Plan Effective Date.

Accordingly, at the Debtor's request, the Court authorizes PG&E
to:

   (a) pay up to an additional $10,375,000 in already incurred
       commitment fees and expenses; and

   (b) incur and pay up to an additional $8,000,000 in
       implementation-related fees and expenses that have not
       been incurred and are presently unknown.

The authorized payments, which are in connection with financings
arranged or to be arranged pursuant to the Confirmed Plan, are to
be made before the Plan Effective Date.

Mr. Lopes states that while PG&E does not in way minimize or
trivialize the value of the total $18,375,000 in additional
expenses, it is a relatively small amount in light of the amount
of professional, consulting and other fees and costs that have
been approved and expended in connection with the administration
of PG&E's Chapter 11 case, in general, and getting to a confirmed
Plan, in particular.  Furthermore, PG&E believes that the
voluntary expenditure of an additional $18,375,000 in negotiated
fees and expenses in connection with achieving an effective date
that will result in payment in full of the billions of dollars in
allowed claims, is a salutary expense that every creditor should
agree with.

Mr. Lopes explains that the additional expenditures are a result
of extensive negotiations with certain bank facilities for firm
commitments to participate in the facilities under the Plan and
to be bound to the commitments pre-Effective Date upon PG&E's
payment of the less than 50% portion of the total commitment fees
pursuant to the Initial Authorization.  PG&E, in exchange, is
obligated to pay the $10,375,000 remaining balance of the total
commitment fees.  The participating banks have upheld their end
of the bargain, having firmly committed themselves to
$2,900,000,000 of credit facilities to be available on the Plan
Effective Date.

In addition, Mr. Lopes states that the additional amount beyond
the $10,375,000, which is already contractually agreed upon, is
necessary to deal with unanticipated contingencies or events that
might occur and might otherwise delay the Plan Effective Date.

Headquartered in San Francisco, California, Pacific Gas and
Electric Company -- http://www.pge.com/-- a wholly-owned
subsidiary of PG&E Corporation (NYSE:PCG), is one of the largest
combination natural gas and electric utilities in the United
States.  The Company filed for Chapter 11 protection on April 6,
2001 (Bankr. N.D. Calif. Case No. 01-30923).  James L. Lopes,
Esq., William J. Lafferty, Esq., and Jeffrey L. Schaffer, Esq., at
Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent the
Debtors in their restructuring efforts.  On June 30, 2001, the
Company listed $23,216,000,000 in assets and  $22,152,000,000 in
debts. (Pacific Gas Bankruptcy News, Issue No. 74; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PACIFIC GAS: Pays $77.5 Million Property Tax to Calif. Counties
---------------------------------------------------------------
Pacific Gas and Electric Company made property tax payments
totaling $77.5 million on April 10 to the 49 counties in which it
operates. This amount represents full and timely payment of
property taxes due for the period from January 1 to June 30, 2004.

"During these times of ongoing budget uncertainties for local
governments, Pacific Gas and Electric Company's payment of more
than $77.5 million in property taxes provides a stable source of
funding," said Gordon R. Smith, president and chief executive
officer of Pacific Gas and Electric Company. "PG&E's payment of
property taxes, franchise fees and other taxes and fees remain an
important source of revenue to fund local government services such
as public safety, education, health care and environmental
protection."

Since filing for Chapter 11 bankruptcy protection in April 2001,
Pacific Gas and Electric Company has continued to meet its
obligations to local governments by making timely property tax,
franchise fee, and other fee payments to these government
entities. The most recent of these twice-yearly payments was made
on December 10, 2003, when the utility paid $77.2 million in
property taxes.

The company's annual tax payments to counties increased by more
than $3.4 million over last year, as a result of an increased
appraisal by the California State Board of Equalization, the state
agency responsible for assessing and allocating property values of
certain public utilities

    A full listing of county-by-county payments is included below.

                              PROPERTY TAX PAYMENTS
                      TAX YEAR 2003/2004 SECOND INSTALLMENT

     County                                            Total

     Alameda County                            $6,557,526.70
     Alpine County                                $27,117.81
     Amador County                               $532,966.83
     Butte County                              $1,802,958.28
     Calaveras County                            $276,849.89
     Colusa County                               $406,677.30
     Contra Costa County                       $5,168,977.24
     El Dorado County                            $470,880.96
     Fresno County                             $5,978,641.61
     Glenn County                                $322,852.68
     Humboldt County                             $658,096.63
     Kern County                               $2,220,147.73
     Kings County                                $427,647.10
     Lake County                                 $264,854.12
     Lassen County                                $35,762.29
     Madera County                               $654,560.50
     Marin County                              $1,002,714.88
     Mariposa County                             $307,852.46
     Mendocino County                            $472,942.09
     Merced County                               $874,138.79
     Modoc County                                $151,533.52
     Monterey County                           $1,297,136.28
     Napa County                                 $502,354.71
     Nevada County                               $667,537.82
     Placer County                             $1,778,590.57
     Plumas County                             $1,495,353.21
     Sacramento County                         $1,393,106.00
     San Benito County                           $301,414.20
     San Bernardino County                       $374,928.43
     San Francisco County                      $5,041,322.68
     San Joaquin County                        $3,062,223.02
     San Luis Obispo County                   $11,228,466.11
     San Mateo County                          $3,012,944.44
     Santa Barbara County                        $356,246.61
     Santa Clara County                        $7,263,669.34
     Santa Cruz County                           $655,384.18
     Shasta County                             $2,567,223.83
     Sierra County                                $47,237.90
     Siskiyou County                              $79,285.57
     Solano County                             $1,796,269.65
     Sonoma County                             $2,131,372.03
     Stanislaus County                           $564,089.17
     Sutter County                               $430,967.48
     Tehama County                               $575,409.33
     Trinity County                               $53,760.22
     Tulare County                               $178,399.82
     Tuolumne County                             $330,555.23
     Yolo County                                 $912,063.36
     Yuba County                                 $839,303.31
       Total                                  $77,552,313.91


PARMALAT: Retains Australian Unit in Global Restructuring
---------------------------------------------------------
Parmalat Australia will be retained as part of a global
restructure of parent company Parmalat Finanziaria SpA.

An outline restructuring plan handed down by Italian
government-appointed administrator Enrico Bondi summarized
details about a centrally coordinated, competitive and more
efficient "New Parmalat."

Parmalat Australia Managing Director David Lord said the
decision was a clear endorsement of the Australian operations'
strength, financial position and future.

"We have always maintained that Parmalat Australia is a
strong and viable business," he said.

"This position is not only supported by Dr. Bondi, but also
our banks, National Australia Bank, ANZ Bank and Commonwealth
Bank, who last week confirmed ongoing facilities for the
company."

The outline plan aims to position Parmalat as one of the
world's leading players in the high added value foods sector,
based on products with a strong nutritional and healthy lifestyle
focus.  The Group intends to concentrate its activity on
beverages (milk and fruit juice) and milk related products.

Mr. Lord said Parmalat Australia was already well placed to
drive that strategy.  Parmalat is the market leader by value of
branded white milk through the Australian grocery market and
number 1 in the high value modified milk segment.  One in three
Australian households already have a Parmalat brand in their
fridge.  The company will continue to focus on ensuring that its
brands deliver benefits to its consumers, customers and other key
stakeholders.

The administrator expects the Parmalat Group's final
restructure plan to be presented by May or June 2004.

To access the full outline industrial and debt restructuring
plan for the Parmalat Group visit http://www.parmalat.com/

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese,  butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-
11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  On June 30, 2003, the Debtors listed
EUR2,001,818,912 in assets and EUR1,061,786,417 in debts.
(Parmalat Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


PARMALAT: Financier Banks Support Australian Unit's Business
------------------------------------------------------------
Parmalat Australia has negotiated ongoing facilities with its
financiers, ANZ Bank, National Australia Bank and Commonwealth
Bank.

The Managing Director of Parmalat Australia, David Lord,
says that the renewed facilities underpin the soundness and
strong cash flows of the Australian operations.  "The company's
healthy customer and supplier relationships and the strong market
position of Parmalat's Australian brands, combined with the
renewed banking facilities, mean that Parmalat Australia is
continuing to conduct business as usual," he said.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese,  butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-
11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  On June 30, 2003, the Debtors listed
EUR2,001,818,912 in assets and EUR1,061,786,417 in debts.
(Parmalat Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


PEABODY ENERGY: Will Report First Quarter Results on April 20
-------------------------------------------------------------
On Tuesday, April 20, 2004, Peabody Energy (NYSE: BTU)will
announce the results for the first quarter ended March 31,
2004.  A conference call to review the results has been scheduled
for 10 a.m. CDT on Tuesday, April 20.  The call will be open to
the public.

Participants may access the call using the following phone
numbers:

     U.S. & Canada    (888) 423-3274
     International    (612) 332-0530

The call, replays and other investor data will also be available
through the Internet at http://www.PeabodyEnergy.com/

Peabody Energy (NYSE: BTU) is the world's largest private-sector
coal company, with 2003 sales of 203.2 million tons of coal and
$2.8 billion in revenues.  Its coal products fuel approximately
9.8 percent of all U.S. electricity generation and nearly 2.5
percent of worldwide electricity generation.

As reported in the Troubled Company Reporter's March 22, 2004
edition, Fitch Ratings has assigned a 'BB' rating to Peabody
Energy's (BTU) new $250 million senior unsecured notes due 2016.
At the same time Fitch affirms Peabody's 'BB+' rating on the
revolving credit facility and bank term loan and the 'BB' rating
on its $450 million senior unsecured notes due 2013. The Rating
Outlook remains Positive.

Also, as previously reported, Standard & Poor's Ratings Services
affirmed all its ratings on Peabody Energy Corp. and assigned its
'BB-' rating to the company's $200 million senior unsecured notes
due 2016. In addition, Standard & Poor's assigned its '1' recovery
rating to Peabody's $1.3 billion senior secured credit facility.
This and the existing 'BB+' rating on the credit facility (which
is one notch higher than the corporate credit rating) indicate a
high expectation of full recovery of principal in the event of a
default.

"The ratings on St. Louis, Mo.-based Peabody Energy Corp. reflect
its aggressive financial leverage, including its significant debt-
like liabilities," said Standard & Poor's credit analyst Thomas
Watters. "The ratings also reflect the company's leading market
position; its substantial, diversified reserve base; and
contractual coal sales."


PHELPS DODGE: Hosting Q1 Conference Call Webcast on April 28
------------------------------------------------------------
Phelps Dodge Corp. (NYSE: PD) will conduct a live audio Webcast of
its first quarter 2004 conference call with the financial
community Wednesday, April 28, 2004, at 9 a.m. EDT. J. Steven
Whisler, chairman and chief executive officer, will serve as host
and will review first quarter 2004 financial results, which will
be released before the open of the New York Stock Exchange on
April 28. Management also will provide its outlook for the second
quarter 2004. The public is invited to listen.

The Webcast can be accessed at either

          http://www.videonewswire.com/phelpsdodge/042804

              or

          http://www.phelpsdodge.com/

An archive of the Webcast will be available on both sites through
May 5, 2004. Webcast listeners will require Windows Media Player
software (which can be downloaded free from
http://www.microsoft.com/windows/windowsmedia/EN/default.asp) and
at least a 28.8Kbps connection to the Internet. If you experience
problems listening to the broadcast, send an e-mail message to
webcastsupport@tfprn.com. Participants are encouraged to test
their systems and register for the event in advance of the
Webcast.

Phelps Dodge Corp. is the world's second-largest producer of
copper, a world leader in the production of molybdenum, the
largest producer of molybdenum-based chemicals and continuous-cast
copper rod, and among the leading producers of magnet wire and
carbon black. The company and its two divisions, Phelps Dodge
Mining Co. and Phelps Dodge Industries, employ more than 13,000
people in 27 countries.

                        *   *   *

As reported in the Troubled Company Reporter's December 15, 2003
edition, Fitch has changed the Rating Outlook on Phelps Dodge to
Positive from Stable and affirmed the company's senior unsecured
rating at 'BBB-', commercial paper at 'F3' and the company's
mandatory convertible preferred at 'BB+'.


PROTECTION ONE: S&P Further Junks Corp. Credit & Debt Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured ratings on Topeka, Kansas-based Protection
One Alarm Monitoring Inc. to 'CC' from 'CCC-' and affirmed its 'C'
subordinated debt rating. The outlook is negative.

The ratings were removed from CreditWatch, where they were placed
on Jan. 15, 2003, following concerns associated with Westar Energy
Inc.'s (BB+/Positive/--) intention to sell its 88% interest in
Protection One. On Feb. 17, 2004, Westar sold approximately 87% of
the issued and outstanding shares of Protection One to affiliates
of Quadrangle Group LLC for approximately $122 million.

"The ratings downgrade reflects the company's projected
insufficient liquidity and cash flows relative to its debt burden,
combined with the loss of Westar as a source of external capital,
the near-term expiration of its standstill agreement with
Quadrangle, and covenant breaches associated with change in
control provisions under Protection One's note issues," said
Standard & Poor's credit analyst Ben Bubeck. The company is
in negotiations with creditors and bondholders regarding a debt
restructuring. The outlook is negative.

Protection One is a leading provider of property monitoring
services, providing monitoring and maintenance of alarm systems to
approximately 1 million customers. As of December 2003, Protection
One had approximately $561 million of operating lease-adjusted
debt.

In its recently filed 10-K, Protection One indicated that it has
begun preliminary discussions regarding a proposed restructuring
with Quadrangle, which was assigned the rights and obligations as
lender under Protection One's $216 million revolving credit
facility, and certain holders of Protection One's public debt. In
the near term, Protection One faces an expiration of its
standstill agreement with Quadrangle and a potential default on
its subordinated notes if covenant breaches resulting from a
change in control clause are not addressed. Standard & Poor's will
continue to monitor the status of Protection One's negotiations
with Quadrangle and holders of its public debt. If creditors
negotiate an exchange at less than full value, it will be viewed
as tantamount to a default.


PURELY SUPREME: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Purely Supreme Foods LLC
        aka Redi Foods LLC
        8 North 300 West
        Burley, Idaho 83318

Bankruptcy Case No.: 04-40606

Type of Business: The Debtor is a Food Processor of purely Idaho
                  Refrigerated potato side dishes and
                  ingredients. See
                  http://www.purelysupremefoods.com/

Chapter 11 Petition Date: March 25, 2004

Court: District of Idaho (Twin Falls)

Judge: Jim D. Pappas

Debtor's Counsel: Eric L. Olsen, Esq.
                  Racine, Olson, Nye, Budge & Bailey, Chartered
                  P.O. Box 1391
                  Pocatello, ID 83204-1391
                  Tel: 208-232-6101

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Michael Zozuia                Judgment Creditor         $191,899

Benolt, Alexander Harwood     Attorney Fees              $83,401
High & Butler

Multipond America Inc.        Equipment Contract         $83,338

A.T. Kearney                  Consultant Fees            $73,848

Stoel Rives LLP               Attorney Fees              $62,497

Fox Transport LLC             Freight                    $53,087

ABC National Marketing        Advertising Contract       $38,550

Gold Transportation Services  Freight                    $35,489

Associated Brokerage Co Inc.  Freight(Judgment)          $34,148

King Pope Phillips            Audit Services             $33,402

Portside Trucking             Freight                    $32,764

Com-PACT Consulting           Consulting Fees            $23,764

Texture Technologies Corp.    Equipment Lease            $21,314

Ralph Smith Company           Freight(Judgment)          $17,245

I and K Distributors          Trade Debt                 $16,092

Cooper Norman CPA             Trade Debt                 $15,287

Sonderen Packaging            Materials                  $14,496

Golbon National Sales Office  Brokerage Contract         $13,334

CMS Inc.                      Trade Debt                 $12,515

Rose Distributing             Freight                    $10,731


RADNOR HOLDINGS: Weak Operating Results Spur S&P's Rating Cuts
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Radnor, Pennsylvania-based Radnor Holdings Corp. to 'B'
from 'B+' and its senior unsecured rating to 'CCC+' from 'B'.

At the same time, Standard & Poor's assigned a 'B' rating to
Radnor's planned offering of $70 million senior secured floating-
rate notes due 2009, based on preliminary terms and conditions.
All ratings, including the proposed notes are on CreditWatch with
negative implications pending completion of the financing plan and
a further review of management's efforts to stabilize credit
quality. The existing ratings where placed on CreditWatch Nov. 20,
2003, following the announcement of the Polar Plastics
acquisition. Total debt outstanding as of Dec. 31, 2003, was
approximately $251 million.

Proceeds from the proposed notes will be used to repay senior term
debt and reduce borrowings under its revolving credit facility.

"The downgrade reflects Radnor's weaker-than-expected operating
and financial results, weakened liquidity position, very
aggressive debt leverage, and the delay in the completion of
Radnor's proposed initial public offering (IPO)," said Standard &
Poor's credit analyst Paul Blake.

Following the predominantly debt-financed acquisition of Polar
Plastics in November 2003 and Radnor's inability to generate free
cash, the completion of the IPO has become an important means of
preserving sufficient liquidity, reducing debt, and supporting its
growth plans in the polypropylene drink cup segment.

The ratings reflect Radnor's well-below-average financial profile,
subpar operating performance, vulnerability to raw material price
volatility, and its narrow scope of operations, which overshadow
its marginal business profile as the second-largest competitor in
the foam segment of the U.S. disposable cup and container market.

Resolution of the CreditWatch placement will take into account
results of the proposed refinancing, the potential sale of non-
core assets, and the need for a marked improvement in the
operations of the company. An unsuccessful completion of the
refinancing would likely lead to another downgrade. Successful
completion of the financing plan, satisfactory operating results,
completion of the IPO, or the obtainment of capital from other
sources, including asset sales, in the next couple of months
could lead to an affirmation of the ratings.


RELIANCE GROUP: Obtains Final Plan Filing Exclusivity Extension
---------------------------------------------------------------
Reliance Group Holdings, Inc. and Reliance Financial Services
Corporation asked Judge Gonzalez for another extension of RGH's
exclusive periods to file and solicit acceptances of a Chapter 11
Plan.  Specifically, the Debtors asked the Court to extend the
Exclusive Plan Filing Period until July 28, 2004, and the
Exclusive Solicitation Period until September 29, 2004.

High River Limited Partnership objects.  Leslie H. Scharf, Esq.,
at Brown, Rudnick, Berlack & Israels, in New York City, laments
that Reliance Group Holdings has maintained exclusivity for
almost two-and-a-half years, and now wants even more time.  Like
its nine previous motions, RGH's latest request shows no evidence
of progress toward a Plan of Reorganization, let alone progress
that justifies another extension.  The Motion seeks to preserve
exclusivity not for the benefit of RGH, but for the Unsecured
Creditors' Committee.  This runs afoul of the language of Section
1121(b) of the United States Bankruptcy Code.

Mr. Scharf argues that the Motion contains no justification for
extending exclusivity -- other than RGH's passing remark that it
has been "informed" a Plan may be filed in the "next few months."
In the ninth extension request, the Debtors stated that the Tax
Claims of IRS and New York and the Settlement between the
Committees and the Liquidator were holding up a Plan.  This
Motion does not explain why, months later with resolutions in
hand, the Debtors are no closer to a Plan.  Mr. Scharf reminds
the Court that its approved the Liquidator Settlement and the
inter-creditor disputes between the two Committees have been
resolved.

High River charges that this 10th request seeks to preserve the
Exclusive Periods not for RGH, but for the Unsecured Creditors'
Committee.  Mr. Scharf argues that Section 1121(b) does not
permit the preservation of the Exclusive Periods for the benefit
of any party other than a debtor, be it a creditor's committee or
an individual creditor.  RGH cannot seek to preserve the
Exclusive Period for the Unsecured Creditors' Committee to stave
off other creditors from filing a Plan of Reorganization.

                           *   *   *

Judge Gonzalez overrules High River's objection and grants the
Debtors one final extension of exclusivity.  Judge Gonzalez
emphasizes that it is understood that RGH "will not seek further
extensions from this Court."

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 Reliance Insurance Company.  The
Company filed for chapter 11 protection on June 12, 2001 (Bankr.
S.D.N.Y. Case No. 01-13403).  When the Company filed for
protection from their creditors,  they listed $12,598,054,000 in
assets and $12,877,472,000 in debts. (Reliance Bankruptcy News,
Issue No. 50; Bankruptcy Creditors' Service, Inc., 215/945-7000)


RELIANT ENERGY: Indicted for Electricity Price Manipulation
-----------------------------------------------------------
A federal grand jury in San Francisco, California, returned a six-
count indictment last week against Reliant Energy Services, Inc.,
a subsidiary of Reliant Resources (NYSE: RRI), two former
employees and two current employees.  The company is charged with
manipulation of the price of electricity -- a commodity in
interstate commerce -- in violation of the Commodity Exchange Act,
7 U.S.C. Sec. 13(a)(2).  Four counts of wire fraud arise from
payments by and to Reliant for the allegedly overpriced electrons.
The sixth count alleges the defendants conspired and schemed with
one another, bilking Californians out of $32 million in a two-day
period in June 2000.

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

http://news.findlaw.com/hdocs/docs/energy/usreliant40804ind.pdf

Reliant Energy Services is the subsidiary of Reliant Resources
responsible for purchasing fuel for and marketing the power
produced by its generation facilities.

"We believe the actions that are the subject of the indictment
were not in violation of laws, tariffs or regulations in effect at
the time," said Reliant Resources General Counsel Mike Jines.
"During the week in question, electricity was plentiful in
California, there was no supply shortage, no ISO-declared
emergency and no blackouts, and prices were relatively low.
There is absolutely no basis to contend that this conduct
contributed to the energy shortage that occurred in California
later that year.  We intend to contest these charges vigorously."

"Moreover, any suggestion that Reliant did not fully cooperate
with the Department of Justice investigation is inaccurate and
unfair.  The company voluntarily disclosed the conduct, agreed to
a settlement with the FERC, assisted in making evidence available
to the CFTC and Department of Justice, and made a series of
presentations to the Department of Justice concerning the facts
and the law.  What Reliant did not do was agree that the conduct
constitutes a criminal offense," Jines said.

"We don't believe that this action will have any material impact
on our ongoing business operations, including any impact on credit
or debt agreements; the wholesale license held by Reliant Energy
Services; the retail and wholesale licenses held by other
subsidiaries; or contracts and agreements to which Reliant Energy
Services is a party," Jines said.

In January 2003, Reliant entered into a settlement agreement with
the Federal Energy Regulatory Commission regarding the same
actions that are the subject of the indictment. In the settlement,
Reliant neither admitted, nor denied, that these actions affected
prices in any market, or violated any law, tariff or regulation.

Reliant Resources, Inc., based in Houston, Texas, provides
electricity and energy services to retail and wholesale customers
in the U.S., marketing those services under the Reliant Energy
brand name.  The company provides a complete suite of energy
products and services to more than 1.8 million electricity
customers in Texas ranging from residences and small businesses to
large commercial, industrial and institutional customers.  Reliant
also serves large commercial and industrial clients in the PJM
(Pennsylvania, New Jersey, Maryland) Interconnection.  The company
has approximately 20,000 megawatts of power generation capacity in
operation, under construction or under contract. For more
information, visit http://www.reliantresources.com/


RELIANT RESOURCES: Asserts Subsidiary Violated No Laws
------------------------------------------------------
Reliant Resources (NYSE: RRI) was notified April 8 that a federal
grand jury in San Francisco, California has returned an indictment
against one of its subsidiaries as well as two former and two
current employees on charges related to an alleged violation of
the Commodity Exchange Act and related wire fraud and conspiracy
charges.  The company announced that this action was expected in a
press release on March 8.

The indictment is based on allegations that the subsidiary,
Reliant Energy Services, Inc. engaged in price manipulation by
curtailing Reliant's electricity generation in California on two
days in June 2000.  Reliant Energy Services is the subsidiary of
Reliant Resources responsible for purchasing fuel for and
marketing the power produced by its generation facilities.

"We believe the actions that are the subject of the indictment
were not in violation of laws, tariffs or regulations in effect at
the time," said Reliant Resources General Counsel Mike Jines.
"During the week in question, electricity was plentiful in
California, there was no supply shortage, no ISO-declared
emergency and no blackouts, and prices were relatively low.
There is absolutely no basis to contend that this conduct
contributed to the energy shortage that occurred in California
later that year.  We intend to contest these charges vigorously."

"Moreover, any suggestion that Reliant did not fully cooperate
with the Department of Justice investigation is inaccurate and
unfair.  The company voluntarily disclosed the conduct, agreed to
a settlement with the FERC, assisted in making evidence available
to the CFTC and Department of Justice, and made a series of
presentations to the Department of Justice concerning the facts
and the law.  What Reliant did not do was agree that the conduct
constitutes a criminal offense," Jines said.

"We don't believe that this action will have any material impact
on our ongoing business operations, including any impact on credit
or debt agreements; the wholesale license held by Reliant Energy
Services; the retail and wholesale licenses held by other
subsidiaries; or contracts and agreements to which Reliant Energy
Services is a party," Jines said.

In January 2003, Reliant entered into a settlement agreement with
the Federal Energy Regulatory Commission regarding the same
actions that are the subject of the indictment. In the settlement,
Reliant neither admitted, nor denied, that these actions affected
prices in any market, or violated any law, tariff or regulation.

Reliant Resources, Inc., based in Houston, Texas, provides
electricity and energy services to retail and wholesale customers
in the U.S., marketing those services under the Reliant Energy
brand name. The company provides a complete suite of energy
products and services to more than 1.8 million electricity
customers in Texas ranging from residences and small businesses to
large commercial, industrial and institutional customers. Reliant
also serves large commercial and industrial clients in the PJM
(Pennsylvania, New Jersey, Maryland) Interconnection. The company
has approximately 20,000 megawatts of power generation capacity in
operation, under construction or under contract. For more
information, visit http://www.reliantresources.com/

                        *    *    *

As reported in Troubled Company Reporter's January 5, 2004,
edition, Fitch Ratings anticipated no immediate change in Reliant
Resources, Inc.'s credit ratings or Rating Outlook based on the
announcement that RRI has prepaid a portion of its outstanding
debt, terminated a $300 million senior priority credit facility,
and reached an agreement with its bank group to allow the
potential acquisition of select generating assets in Texas.

RRI's ratings are as follows:

        -- Senior secured debt 'B+';
        -- Senior unsecured debt 'B';
        -- Convertible senior subordinated notes 'B-';
        -- Rating Outlook Stable.


RITE AID: Posts Improved Fourth Quarter & Annual Results
--------------------------------------------------------
Rite Aid Corporation (NYSE, PCX:RAD) announced financial results
for its fourth quarter, ended February 28, 2004.

Revenues for the 13-week fourth quarter were $4.4 billion versus
revenues of $4.1 billion in the prior year fourth quarter.
Revenues increased 6.2 percent.

Same store sales increased 6.4 percent during the fourth quarter
as compared to the year-ago like period, consisting of a 6.7
percent pharmacy same store sales increase and a 6.0 percent
increase in front-end same store sales. Prescription sales
accounted for 62.0 percent of total sales, and third party
prescription sales represented 93.4 percent of pharmacy sales.

Net income for the fourth quarter increased to $59.1 million or
$.09 per diluted share compared to last year's fourth quarter net
income of $7 million or a $.02 loss per diluted share. The
improvement was due primarily to a 21.8 percent increase in
adjusted EBITDA (which is reconciled to net income on the attached
table) and a $56.2 million reduction in store closing and
impairment charges partially offset by a $14.0 million reduction
in LIFO credits and the absence in the current quarter of a $27.7
million credit related to the elimination of severance liabilities
for former executives.

Adjusted EBITDA amounted to $216.8 million or 4.9 percent of
revenues. This compares to $178.1 million or 4.3 percent of
revenues for the like period last year.

"We had a very strong fourth quarter with both a significant
increase in adjusted EBITDA and a significant increase in adjusted
EBITDA as a percent of sales," said Mary Sammons, Rite Aid
president and CEO. "Once again, we were able to substantially
improve operating results by growing sales, improving gross margin
and controlling expenses."

In the fourth quarter, the company opened two new stores, acquired
a store, remodeled 17 stores, relocated three stores and closed
seven stores. Stores in operation at the end of the quarter
totaled 3,382.

                        Year-End Results

For the 52-week fiscal year ended February 28, 2004, Rite Aid had
revenues of $16.6 billion as compared to revenues of $15.8 billion
for the prior year. Revenues increased 5.1%.

Same store sales increased 5.7 percent, consisting of a 6.4
percent pharmacy same store sales increase and a 4.6 percent
increase in front-end same store sales. Prescription sales
accounted for 63.6 percent of total sales, and third party
prescription sales were 93.3 percent of pharmacy sales.

Net income for the year was $83.3 million, or $0.11 per diluted
share, compared to a loss of $112.1 million or a $0.28 loss per
diluted share for last year. The improvement in results was due
primarily to a 16.0 percent increase in adjusted EBITDA (which is
reconciled to net income on the attached table) and a $112.9
million reduction in store closing and impairment charges. As
computed on the attached table, adjusted EBITDA for the year was
$722.3 million or 4.4 percent of revenues compared to $622.9
million or 3.9 percent of revenues for the prior year. The
improvement was based on higher sales, improved gross margin rate
and continued leveraging of fixed expenses.

For the year, the company opened two new stores, acquired two
stores, remodeled 170 stores, relocated seven stores and closed 26
stores. Stores in operation at the end of the year totaled 3,382.

"Rite Aid returned to profitability in fiscal 2004, a year of
strong and steady growth. We did it by running better stores,
improving customer satisfaction and containing costs, thanks to
the efforts of the entire Rite Aid team," said Sammons. "We look
forward to continued strong financial performance in the year
ahead. Our new store development program is progressing well while
at the same time we continue to focus on increasing the
productivity of our existing stores. With the investments we
continue to make in our business, we're well positioned to benefit
from the continued strong growth projected for U.S. prescription
sales."

At February 28, 2004, Rite Aid Corporation's improved balance
sheet shows that total stockholders' equity now stands at
$9,264,000 compared to a deficit of $112,329,000 at March 1, 2003.
The Company's November 29, 2003 balance sheet also showed a total
shareholders' equity deficit of about $110 million.

            Company Confirms Guidance for Fiscal 2005

Based on current trends, Rite Aid confirmed that it expects sales
of $17.4 billion to $17.6 billion in fiscal 2005, with same stores
sales improving 5.5 percent to 6.5 percent over fiscal 2004. Net
income for fiscal 2005 is expected to be between $112 million and
$157 million. Adjusted EBITDA, as reconciled on the attached
table, for fiscal 2005 is expected to be $800 million to $850
million. The company said that capital expenditures are expected
to be in the range of $300 million to $350 million updating its
previous guidance of $300 million to $325 million.

Rite Aid Corporation is one of the nation's leading drugstore
chains with annual revenues of more than $16.5 billion and
approximately 3,400 stores in 28 states and the District of
Columbia. Information about Rite Aid, including corporate
background and press releases, is available through the company's
website at http://www.riteaid.com/


SEGA GAMEWORKS: US Trustee Names Official Creditors' Committee
--------------------------------------------------------------
The United States Trustee for Region 16 appointed 5 creditors to
serve on an Official Committee of Unsecured Creditors in SEGA
Gameworks, Inc.'s Chapter 11 cases:

      1. Block E Interests LLC
         737 N. Michigan Avenue
         Suite 2050
         Chicago, Illinois 60611
         Attn: Daniel McCaffrey or
               Angela Woolfolk
         Tel: 312 944 3777

      2. Sysco Food Services
         20701 E. Currier
         Walnut, California 91785
         Attn: Jim Peightal, V.P.
         Tel: 909 505 9595 x 2468

      3. KF Schaumburg LLC
         c/o Joseph Greed and Associates, LLC
         220 N. Smith Street
         Palatine, Illinois 60067
         Attn: Thomas H. Fraerman, V.P.
         Tel: 847 215 5347

      4. One Stop Toys
         8853 Wilbur Avenue
         Northbridge, California 91324
         Attn: David Jackson, V.P
         Tel: 818 734 1640

      5. Simon Property Group, L.P.
         115 West Washington Street
         Indianapolis, Indiana 46204
         Attn: Ronald M. Tucker, Esq.
         Tel: 317 263 2346

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

Headquartered in Glendale, California, SEGA Gameworks LLC
-- http://www.gameworks.com/-- operates 16 video arcades in 11 US
states, Canada, Guam, and Kuwait. The Company filed for chapter 11
protection on March 9, 2004 (Bankr. C.D. Calif. Case No. 04-
15404).  Ron Bender, Esq., at Levene Neale Bender Rankin & Brill
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed both
estimated debts and assets of over $10 million.


SILICON GRAPHICS: M. Roth & B. Stark Report 6.3% Equity Stake
-------------------------------------------------------------
Michael A. Roth and Brian J. Stark, as joint filers pursuant to
Rule 13d-1(k), beneficially own 16,710,047 shares of the common
stock of Silicon Graphics Inc., with shared powers of voting and
disposing of the stock.  The stock held represents 6.3% of the
outstanding common stock of Silicon Graphics Inc. based on
212,835,811 shares of common stock of Silicon Graphics outstanding
as of January 30, 2004, 18,181,818 shares of common stock of the
Company issued in connection with its $50,000,000 private
placement and 33,600,000 shares of common stock of the Company
issued in connection with an Exchange Offer by Silicon Graphics.
The shares of common stock reported here include 159 shares of
common stock that are issuable upon the conversion of certain
bonds.

The foregoing amount of common stock and percentage ownership
represent the combined indirect holdings of Michael A. Roth and
Brian J. Stark, as joint filers. The foregoing represents an
aggregate of 16,710,047 shares of common stock beneficially owned
by SF Capital Partners, Ltd., a British Virgin Islands company.
Mr. Roth and Mr. Stark are the founding members and direct the
management of Staro Asset Management, L.L.C., a Wisconsin limited
liability company, which acts as investment manager and /or
general partner and has sole power to direct the management of SF
Capital, Shepherd Investments International Ltd., Shepherd Trading
Limited, Stark Trading and Reliant Trading. The two gentlemen are
also the founding members and direct the management of Staro
Partners. Through Staro and Staro Partners, they jointly possess
sole voting and dispositive power over all of the foregoing shares
owned by the entities referenced above. Therefore, for the
purposes of Rule 13d-3 under the Exchange Act, they may be deemed
to be the beneficial owners of, but disclaim such beneficial
ownership of, the foregoing shares.

SGI, also known as Silicon Graphics, Inc., is the world's leader
in high-performance computing, visualization and storage. SGI's
vision is to provide technology that enables the most significant
scientific and creative breakthroughs of the 21st century. Whether
it's sharing images to aid in brain surgery, finding oil more
efficiently, studying global climate or enabling the transition
from analog to digital broadcasting, SGI is dedicated to
addressing the next class of challenges for scientific,
engineering and creative users. With offices worldwide, the
company is headquartered in Mountain View, Calif., and can be
found on the Web at http://www.sgi.com/

At December 26, 2003, the Company's balance sheet shows a working
capital deficit of about $50 million and a total shareholders'
equity deficit of about $240 million.


SIX FLAGS: Cedar Fair Acquires Family Park for $145 Million Cash
----------------------------------------------------------------
Cedar Fair, L.P. (NYSE: FUN) has completed the acquisition of Six
Flags Worlds of Adventure, located near Cleveland, Ohio, from Six
Flags, Inc. in a cash transaction valued at approximately $145
million.

Six Flags Worlds of Adventure is a family-oriented theme park
situated on approximately 690 acres, including a 50-acre spring-
fed lake.  The park offers its guests a wide variety of rides and
attractions, including 10 roller coasters, several children's
areas, a water park, and various live shows, and entertains more
than 1.5 million guests each year, principally from the
Cleveland/Akron, Youngstown and Pittsburgh markets.

The transaction involves the acquisition of substantially all of
the assets of the park, including the adjacent hotel and
campground, but excludes all animals currently located at the
park, which are being retained by Six Flags.  Cedar Fair assumed
the complete operations and management of the park as of April 9.

The Partnership also reported that it has completed a new long-
term financing arrangement to fund a portion of the cash purchase
price.  A private placement of $75 million has been arranged to
provide funds for terms of seven to eleven years at a fixed rate
of 4.72%.  The Partnership has funded the balance of the purchase
price through an expansion of its revolving credit facility, but
intends to enter the equity market later this year to complete
the permanent funding of the acquisition.

Commenting on the transaction, Dick Kinzel, Cedar Fair's chairman,
president and chief executive officer, said, "With this
acquisition we have added another successful operation to the
Cedar Fair family of parks in a market we already know very well.
The park offers many marketing and operational synergies, and
provides us with a new source of earnings and future cash flow to
grow distributions for our unitholders."

Kinzel also noted that the park, which has been renamed Geauga
Lake, is on schedule to open for the 2004 season on May 1.
Further details on Geauga Lake's 2004 operating schedule,
admission prices and more, are available on the park's new web
site, http://www.geaugalake.com/

Cedar Fair is a publicly traded partnership which owns and
operates amusement parks and water parks across the country.  The
Partnership's other amusement parks are Cedar Point, located on
Lake Erie between Cleveland and Toledo; Knott's Berry Farm near
Los Angeles in Buena Park, California; Dorney Park & Wildwater
Kingdom near Allentown, Pennsylvania; Valleyfair near
Minneapolis/St. Paul; Worlds of Fun, located in Kansas City,
Missouri; and Michigan's Adventure near Muskegon, Michigan.  The
Partnership's water parks are located near San Diego and in Palm
Springs, California, and adjacent to Cedar Point, Knott's Berry
Farm and Worlds of Fun.  Cedar Fair also operates Camp Snoopy at
the Mall of America in Bloomington, Minnesota under a
management contract.

Six Flags (S&P, B+ Corporate Credit and Senior Secured Bank Loan
Ratings, Negative Outlook) is the world's largest regional theme
park company, currently with thirty-nine parks throughout North
America and Europe.


SOLECTRON: Launches Early Settlement Offer for $42M 7.25% Units
---------------------------------------------------------------
Solectron Corporation (NYSE: SLR) commenced an offer to exchange
up to 41.8 million, or 95 percent, of its outstanding 7.25 percent
Adjustable Conversion-Rate Equity Security Units. The purpose of
the exchange is to effect the early settlement of the embedded
purchase contracts and the early retirement of debentures that
are currently pledged to secure the embedded purchase contract
settlement on Nov. 15, 2004.

                  The Early Settlement Offer

In accordance with the terms and subject to the conditions of the
early settlement offer, for each validly tendered and accepted
Equity Security Unit, Solectron is offering to exchange:

--  2.5484 shares of its common stock, and

--  $1.97 in cash.

Fractional shares will not be issued in the early settlement
offer and cash will be paid in lieu of fractional shares. The
early settlement offer is being made pursuant to Section 3(a)(9)
of the Securities Act of 1933, as amended.

The early settlement offer for the Equity Security Units is
scheduled to expire at midnight New York City time (Eastern
Daylight Time) on Wednesday, May 5, 2004. Tendered Equity
Security Units may be withdrawn at any time prior to midnight on
the expiration date.

As of April 8, 2004, 44,000,000 Equity Security Units were
outstanding. Each unit consists of a contract to purchase, for
$25, a certain number of shares of Solectron's common stock on
Nov. 15, 2004, and a debenture with a principal amount of $25,
which is pledged for Solectron's benefit to secure the holder's
obligations under the purchase contract.

Solectron will accept up to a maximum of 41,800,000 of the
outstanding Equity Security Units under the early settlement
offer. If more than 41,800,000 Equity Security Units are
submitted under the early settlement offer, then the Equity
Security Units will be settled on a prorated basis, disregarding
fractions, according to the number of outstanding Equity Security
Units tendered by each holder.

The completion of the early settlement offer is subject to
conditions described in the early settlement offer documents,
which include, among other conditions, the continued listing on
the New York Stock Exchange of the Equity Security Units that
remain outstanding after the early settlement offer (which may
require proration of tendered Equity Security Units). Subject to
applicable law, Solectron may waive certain other conditions
applicable to the early settlement offer or extend, terminate or
otherwise amend the early settlement offer.

The exchange agent for the early settlement offer is U.S. Bank
National Association. The information agent for the early
settlement offer is Georgeson Shareholder Communications Inc. Any
questions regarding procedures for tendering the Equity Security
Units or requests for additional copies of the confidential
offering memorandum and related documents, which describe the
early settlement offer in greater detail, should be directed to
Georgeson Shareholder Communications Inc. at (212) 440-9800
(banks and brokers) or (800) 905-7166 (all others).

The company's board of directors is not making any recommendation
to holders of Equity Security Units as to whether or not they
should tender any Equity Security Units pursuant to the early
settlement.

A Schedule TO describing the early settlement offer has been
filed with the Securities and Exchange Commission. This press
release shall not constitute an offer to sell or a solicitation
of an offer to buy any Equity Security Units or shares of
Solectron's common stock.

Solectron -- http://www.solectron.com/-- (S&P, B+ Corporate
Credit Rating Stable Outlook) provides a full range of worldwide
manufacturing and integrated supply chain services to the world's
premier high-tech electronics companies. Solectron's offerings
include new-product design and introduction services, materials
management, high-tech product manufacturing, and product warranty
and end-of-life support. The company is based in Milpitas,
Calif., and had sales from continuing operations of $9.8 billion
in fiscal 2003.


SOLUTIA INC: US Trustee Appoints Official Equity Holders Committee
------------------------------------------------------------------
Deirdre A. Martini, the United States Trustee for Region 2,
appointed these five shareholders to serve on an Official
Committee of Equity Security Holders in Solutia's Chapter 11
cases:

     1.  Couchman Partners, LP
         800 Third Avenue, 31st Floor
         New York, New York 10022
         Attn: Jonathan M. Couchman
         Tel. No. (212) 287-0725

     2.  Mellon HBV Alternative Strategies LLC
         200 Park Avenue, Suite 3300
         New York, New York 10166
         Attn: Gregory Shrock
         Tel. No. (212) 808-3955

     3.  Prescott Group Capital Management LLC
         1924 South Utica, Suite 1120
         Tulsa, Oklahoma 74104
         Attn: Jeffrey D. Watkins
         Tel. No. (918) 747-3412

     4.  Smith Management LLC
         885 Third Avenue, 34th Floor
         New York, New York 10022
         Attn: Elizabeth Pierce
         Tel. No. (212) 888-8252

     5.  Franklin Advisors, Inc.
         One Franklin Parkway
         San Mateo, California 94403
         Attn: Richard L. Kuersteiner
         Tel. No. (650) 312-4525

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


SPIEGEL GROUP: March Sales Decrease by 17% to $130.2 Million
------------------------------------------------------------
The Spiegel Group reported net sales of $130.2 million for the
five weeks ended April 3, 2004, a 17 percent decrease compared to
net sales of $157.8 million for the five weeks ended March 29,
2003.

For the thirteen weeks ended April 3, 2004, total sales declined
22 percent to $322.4 million from $413.6 million in the same
period last year.

The company also reported that comparable-store sales for its
Eddie Bauer division were flat for the five-week period and down 2
percent for the 13-week period ended April 3, 2004, compared to
the same periods last year. Positive comparable-store sales
achieved from Eddie Bauer apparel stores were offset by negative
comparable-store sales in its home stores.

The Group's net sales from retail and outlet stores fell 14
percent for the month compared to the same period last year,
primarily due to the impact of store closings. The company
operated 436 stores at the end of March 2004 compared to 558
stores at the end of March 2003. Most of the store closings
resulted from actions taken as part of the company's ongoing
reorganization process.

The Group's direct net sales (catalog and e-commerce) decreased 20
percent for the month compared to the same period last year,
reflecting lower sales for Eddie Bauer and Spiegel Catalog, offset
somewhat by sales growth for Newport News. A planned reduction in
catalog circulation adversely impacted catalog sales for Eddie
Bauer and Spiegel Catalog. The sales increase for Newport News was
primarily driven by higher customer response to its catalog
mailings.

The Spiegel Group is an international specialty retailer marketing
fashionable apparel and home furnishings to customers through
catalogs, specialty retail and outlet stores, and e-commerce
sites, including eddiebauer.com, newport-news.com and spiegel.com.
The Spiegel Group's businesses include Eddie Bauer, Newport News
and Spiegel Catalog. Investor relations information is available
on The Spiegel Group Web site at http://www.thespiegelgroup.com/


SPRING AIR PARTNERS: Taps FTI Consulting as Financial Advisers
--------------------------------------------------------------
Spring Air Partners - North America, Inc., and its debtor-
affiliates ask permission from the U.S. Bankruptcy Court for the
Southern District of New York to employ FTI Consulting, Inc., as
their financial advisors.

The Debtors tell the Court that they are familiar with FTI's
professional standing and reputation.  The Debtors understand that
FTI has a wealth of experience in providing financial advisory
services in restructurings and reorganizations and enjoys an
excellent reputation for services it has rendered in large and
complex chapter 11 cases on behalf of debtors and creditors
throughout the United States.

FTI Consulting will:

   a) prepare the going-concern and liquidation valuations and
      advise on the Company's financial projections, as needed;

   b) assist the Company in the preparation of financial related
      disclosures required by the Court, including Schedules and
      Statements and the Monthly Operating Reports;

   c) assist the Company with information and analyses required
      pursuant to the Company's Debtor-In-Possession financing
      including, but not limited to, preparation for final
      hearings regarding the use of cash collateral and DIP
      financing;

   d) assist with the identification of executory contracts and
      leases and performance of cost/benefit evaluations with
      respect to the affirmation or rejection of each;

   e) assist the preparation of financial information for
      distribution to creditors and others, including, but not
      limited to, cash flow projections and budgets, analysis of
      various asset and liability accounts, and analysis of
      proposed transactions for which Court approval is sought;

   f) attend meetings and assistance in discussions with
      potential investors, banks and other secured lenders, the
      Creditors' Committee appointed in this chapter 11 case,
      the U.S. Trustee, other parties in interest and
      professionals hired by the same, as requested;

   g) assist the analysis and reconciliation of creditor claims
      by type, entity and individual claim;

   h) provide advisory assistance in connection with the
      development and implementation of key employee retention
      and other critical employee benefit programs;

   i) assist and advice to the Company with respect to the
      identification of core business assets and the disposition
      of assets or liquidation of unprofitable operations;

   j) assist the preparation of information and analysis
      necessary for the continued development and ultimate
      confirmation of a Plan of Reorganization in this chapter
      11 case;

   k) assist the evaluation and analysis of avoidance actions,
      including fraudulent conveyances and preferential
      transfers; and

   l) render such other general business consulting or such
      other assistance as Debtors' management or counsel may
      deem necessary that is consistent with FTI's role as a
      financial advisor.

The customary hourly rates charged by FTI Consulting professionals
anticipated to be assigned to this case are:

      Designation                          Billing Rate
      -----------                          ------------
      Senior Managing Director             $550-625 per hour
      Directors / Managing Directors       $395-550 per hour
      Associates / Consultants             $195-365 per hour
      Administration / Paraprofessionals   $ 85-160 per hour

John A. Koskiewicz, a Managing Director with FTI Consulting will
lead the team in this engagement.

Headquartered in New York, New York, Spring Air Partners - North
America, Inc., -- http://www.springair.com/-- is a bedding
manufacturer in the United States, manufacturing mattresses and
box springs under multiple brand names: Back Supporter(R),
ComfortFlex(R), Four Seasons(R), Chattam and Wells(R), Posture
Comfort(R) and Nature's Rest(R), for sale to local, regional and
national retailers in the United States and Canada.  The Company
filed for chapter 11 protection on March 22, 2004 (Bankr. S.D.N.Y.
Case No. 04-11915).  Mark A. Broude, Esq., at Latham & Watkins
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from their creditors, they listed
estimated assets of more than $10 million and estimated debts of
over $50 million.


STELCO INC.: Provides Update on Restructuring under CCAA
--------------------------------------------------------
Stelco Inc. provides the following update on its restructuring
under the Companies Creditors Arrangement Act

               Third Report of the Monitor

The Third Report of the Monitor, an update on Stelco's
restructuring under the CCAA, has been completed by Ernst & Young
Inc. and is now available at http://www.stelco.com/

The Report provides information on the following and other
matters:

                 Status of DIP Facility

The Applicants now have access, if required, to a DIP facility
subject to satisfaction of conditions precedent of the financing
as provided in the transaction documents establishing the DIP
facility.

The DIP facility is in the amount of $75 million. In addition to
the DIP facility, Stelco continues to have access to the Existing
Financing Agreement, which authorizes Stelco to borrow, repay and
reborrow up to an amount of $350 million. In aggregate, Stelco now
has access to total combined credit facilities of $425 million,
subject to satisfaction of conditions precedent for advances under
both of the facilities.

Based on Stelco's current cash flow projections, Stelco forecasts
that it will not need to draw on the DIP facility through the
period ending June 30, 2004.

                  Cash Flow Projections

The Report also outlined cash flow projections for the current
Forecast Period from March 27, 2004 to June 30, 2004. Stelco is
forecasting that it will have net disbursements over receipts of
$16.3 million during this period. The total facility utilization
under the Existing Financing Agreement is forecast to peak at
$302.0 million, although this figure could vary substantially
depending on the timing of working capital fluctuations during
the Forecast Period.

         Financial Performance and Operational Update

The Monitor reported that Stelco's integrated steel operations
continue to operate at full capacity and that customers and
suppliers have continued to support and maintain business
relations with Stelco. The Monitor provided further details on the
number of tons of steel produced and shipped by certain Stelco
companies.

Consolidated financial statements for the fourth quarter and
fiscal year ended December 31, 2003 as well as for the first
quarter ended March 31, 2004 are being prepared and are expected
to be released in mid-May of this year. The delay in the issuance
of the statements for 2003 is attributable to the process of
finalizing adjustments related to the CCAA filing. Stelco had
announced previously that its preliminary consolidated net loss
for 2003 was $192 million before asset wrote-offs, revaluations
and other adjustments, which are expected to be substantial.

Stelco's total facility utilization pursuant to its existing
amended and restated financing agreement (the "Existing Financing
Agreement") with CIT Business Credit Canada Inc. and others dated
November 20, 2003 was $293.4 million on the date the Initial Order
was granted. As at March 26, 2004, the facility utilization
pursuant to the Existing Financing Agreement was $276.3 million.

Each of the other Applicants maintain their own bank accounts,
however, each is reliant on advances from Stelco to satisfy
funding requirements which cannot be satisfied from cash on hand.
In turn, any excess cash held by the other Applicants is paid to
Stelco to reduce inter-company advances owed to Stelco. The cash
flows during the period February 14, 2004 to March 26, 2004
are summarized as follows:

    (a)   Stelpipe Ltd. had net receipts in excess of
          disbursements of $3.1 million.
    (b)   Stelwire Ltd. had net disbursements over receipts
          of $1.8 million.
    (c)   Welland Pipe Ltd. had net disbursements in excess of
          receipts of $159 thousand.
    (d)   CHT Steel Company Inc. ("CHT") had disbursements in
          excess of receipts of $131 thousand.

         Request to Supplement Representation Order
            for Retired Salaried Employees

Stelco and the other Stelco companies covered by the CCAA
proceedings have advised the Monitor that they intend to
bring a motion returnable on April 13, 2004. This motion will seek
a court order supplementing the representation order dated
February 13, 2004 relating to retired salaried employees. The
requested amendments will have the effect that such order will
include individuals who are not beneficiaries under any of the
Applicants' registered pension plans for salaried employees but
who are eligible to participate in the Applicants' post-retirement
benefit plans for former salaried employees and who, as at the
date of the Initial Order, were not employees of the Applicants or
who cease to be employees thereafter.

The Monitor is of the view that it is appropriate to supplement
the retirees' representation order to include the individuals
described above and recommends that the Applicants' request be
granted.

      Representation Order for Active Salaried Employees

The court granted a representation order for active salaried non-
union employees of the Applicants on March 19, 2004. Pursuant to
this order, among other things, members of the steering committee
of The Stelco and Subsidiaries Employees Association were
appointed as the active salaried employees representatives and
Pallett Valo, LLP was appointed as solicitors for the those
representatives in the CCAA proceedings.

         Discussions Between Applicants and Stakeholders

The Applicants and their advisors have initiated a dialogue with
Stelco's major stakeholders and their representatives to begin the
development of a framework which will allow the Applicants to
commence the restructuring process. These discussions have led to
the court granting representation orders relating to certain of
the Applicants' active salaried non-union employees and retired
salaried employees.

The Applicants are also in active discussions with the legal
advisors for certain of the holders of its senior unsecured
debentures.

The Applicants, with the assistance of the Monitor and Stonecrest
Capital Inc., have assembled a presentation and information book
to be presented to stakeholders.

The Applicants, the Monitor and the CRO met with the
representatives of the Applicants' active salaried employees and
retired salaried employees, along with their legal counsel on
April 5, 2004 to present the Stakeholder Presentation and respond
to questions. The Applicants, the Monitor and the CRO also met
with representatives of the lenders under the Existing Financing
Agreement with their legal counsel and financial advisor on April
6, 2004 to present the Stakeholder Presentation and to respond to
questions.

Once arrangements for a non-disclosure agreement are finalized
with legal counsel of Stelco's senior unsecured debentureholders,
the Applicants have advised the Monitor that they will present the
Stakeholder Presentation to this group as well.

The Applicants' executive management met with representatives of a
local of the Canadian Auto Workers on March 29, 2004. The CAW
represents the hourly workers of Stelpipe Ltd. The purpose of the
meeting was to provide an update to the CAW on the CCAA process
and to discuss Stelco's plans for its Stelpipe subsidiary. The
Monitor understands that the Applicants offered to set up a
meeting to review the Stakeholder Presentation with the CAW. The
CAW is going to consider whether it wishes to see the Stakeholder
Presentation given that its representation is limited to the
hourly workers at one of the Applicants' active operations.

During the week ending April 2, 2004, two separate meetings were
held between Stelco's executive management and representatives of
certain locals of the USWA. The purpose of these meetings was to
provide information to the USWA on the CCAA process and to attempt
to establish a process to enable the Applicants to share
information with respect to the Applicants financial position and
business plan with the USWA and commence restructuring
discussions. The Monitor understands that Stelco and the USWA have
had some discussions regarding a protocol to enable
representatives of the USWA to receive access to confidential
information and to set parameters which would enable the USWA to
discuss and disclose to their members some of the information
which is not of a highly confidential nature. Currently, no
resolution has been reached on this protocol. As a result the
Stakeholder Presentation has not yet been provided to
representatives of the USWA, their legal counsel and their
financial advisor and restructuring discussions have not
commenced.

               Update On Other Stelco Companies

The Report also provided an update on Stelco Plate Company Ltd.
which operated a plate mill in Stelco's Hamilton facility prior to
being idled in April 2003. As at January 29, 2004 Plateco owed its
secured lenders approximately $26.7 million. Plateco is in
default of its loan facilities with those lenders.
Stelco has advised that it would not continue to make payments
under its tolling agreement with the plate company and that it
would not restart operation of the Plate Mill. Stelco and the CIBC
Bank Syndicate are exploring a means by which Stelco will continue
to maintain Plateco's assets while a buyer is sought for the
machinery and equipment.

As reported in the Monitor's previous report to the court, Stelco
has determined not to reopen operations of CHT, a wholly-owned
subsidiary located in Richmond Hill, Ontario. Those operations
were idled in November 2003. With the concurrence of the Monitor,
Stelco has determined that an orderly liquidation of the equipment
and real estate will maximize recovery on CHT's assets as well as
minimize ongoing holding costs. Proposals have been sought and are
being submitted by three liquidation firms for the sale of
production equipment and furniture. As well, a real estate agent
is being selected to list the real estate property and to solicit
public offers for the purchase of CHT's real property.

         Update Regarding Other Restructuring Activities

Stelco has engaged Hatch Consulting, an international consulting
group, to assist it in preparing a long-term strategic plan for
its business and operations. Stelco's review of possible cost-
reduction measures in its current operations continues. A number
of teams have been established across the Company to identify
cost-reduction opportunities. The majority of such measures will
be implemented as part of an overall restructuring plan.

Certain locals of the USWA brought a motion seeking to rescind the
Initial Order and dismiss the application of the Applicants for
access to the protection of the CCAA on the basis that Stelco was
not a "debtor company" as defined in section 2 of the CCAA because
it was not insolvent. The court dismissed the motion pursuant to
written reasons released on March 22, 2004. The USWA served a
Notice of Leave to Appeal of the decision. The Applicants
and the USWA have agreed to expedite the motion for leave to
appeal and have agreed on a schedule subject to the approval of
the Court of Appeal.

In the matter of construction liens under the Construction Liens
Act, and on consent of Stelco and the Monitor, the Court lifted
the stay of proceedings to enable a number of lien claimants to
register and so preserve those lien claims. Under the Court
Orders, the lien claimants are not to take  any further steps
against Stelco to enforce their lien claims during the stay period
without leave of the Court.

Stelco will seek an Order allowing it to postpone the time within
which to hold its annual general meeting of shareholders to three
months from the date of the termination of the stay period. It was
to have been held before June 30, 2004 but Stelco, with the
concurrence of the Monitor, believes that an extension is
reasonable in the circumstances and will allow management to
continue to focus on the restructuring process. Finally, Stelco
has previously said that it may consider a sale of Stelpipe Ltd.
at an appropriate time. No sale decision has been taken at this
time and any sale would be based on a court approved sale process.

Stelco Inc. is Canada's largest and most diversified steel
producer. Stelco is involved in all major segments of the steel
industry through its integrated steel business, mini-mills, and
manufactured products businesses. Stelco has a presence in six
Canadian provinces and two states of the United States.
Consolidated net sales in 2002 were $2.8 billion.


STOLT-NIELSEN: Will Discuss 1st Quarter 2004 Results on April 27
----------------------------------------------------------------
Stolt-Nielsen S.A. (Nasdaq: SNSA; Oslo Stock Exchange: SNI) will
hold a conference call to discuss the first quarter 2004 results
on Tuesday, April 27, 2004 at 10:00am EDT (3:00pm BST).

    Participating in the call will be:

     - Mr. Niels G. Stolt-Nielsen - Chief Executive Officer,
       Stolt-Nielsen S.A.

     - Mr. Jan Chr. Engelhardtsen - Chief Financial Officer,
       Stolt-Nielsen S.A.

     - Mr. James B. Hurlock - Interim Chief Executive Officer,
       Stolt-Nielsen Transportation Group

     - Mr. Hans Feringa - Managing Director of Tanker Chartering,
       Stolt-Nielsen Transportation Group

     - Mr. James Stove Lorentzen - Chief Executive Officer, Stolt
       Sea Farm

Anyone wishing to participate in the call should dial +1 888-202-
2422 (in U.S) or +1 913-981-5592 (outside U.S.) at that time.
Phone lines will open 10 minutes before the call.

If you cannot participate in this call there is a Postview
facility (a taped recording of the conference call) available
directly after the conference call until 5:00pm EDT on Wednesday,
April 28, 2004. For access dial +1 888-203-1112 (in U.S.) or +1
719-457-0820 (outside U.S.) and quote the call reservation number:
419011.

Alternatively, a Live Webcast conference call is available via the
company's Internet site http://www.stolt-nielsen.com/commencing
on Tuesday, April 27, 2004 at 10:00am EDT (3:00pm BST). A playback
of the conference call commences on Tuesday, April 27, 2004 after
12:00 noon EDT (5:00pm BST).

                  About Stolt-Nielsen S.A.

Stolt-Nielsen S.A. is one of the world's leading providers of
transportation services for bulk liquid chemicals, edible oils,
acids, and other specialty liquids. The Company, through its
parcel tanker, tank container, terminal, rail and barge services,
provides integrated transportation for its customers. The Company
also owns 41 percent of Stolt Offshore S.A. (Nasdaq: SOSA; Oslo
Stock Exchange: STO), which is a leading offshore contractor to
the oil and gas industry. Stolt Offshore specializes in providing
technologically sophisticated offshore and subsea engineering,
flowline and pipeline lay, construction, inspection, and
maintenance services. Stolt Sea Farm, wholly-owned by the Company,
produces and markets high quality Atlantic salmon, salmon trout,
turbot, halibut, sturgeon, caviar, bluefin tuna, and tilapia.

                        *    *    *

As reported in the December 30, 2003 edition of the Troubled
Company Reporter, Stolt-Nielsen S.A. (Nasdaq: SNSA; Oslo Stock
Exchange: SNI) announced that its primary lenders agreed to extend
the waivers of covenant defaults granted by the lenders until May
21, 2004.

SNSA also reported that it will pay down its $160 million
revolving credit facility by $20 million on February 29, 2004, and
that the Company has received an extension on repayment of the
remaining $140 million until May 21, 2004.

The waiver extensions provide SNSA with increased flexibility on
the debt-to-tangible-net-worth covenant during the waiver period,
setting the ratio at 2.75-to-1 at November 30, 2003, and 2.65-to-1
at February 29, 2004. SNSA must also maintain a specified minimum
tangible net worth level. Pursuant to the waiver terms, SNSA will
develop a financial restructuring plan with its lenders by
March 31, 2004. Additionally, the waivers call for improvements in
SNSA's liquidity during the waiver period through dispositions or
capital-raising initiatives, and oblige SNSA to work with its
lenders to provide available collateral to unsecured or
under-secured lenders during the waiver period.


TERAYON COMMS: Releasing Q1 2004 Financial Results on April 29
--------------------------------------------------------------
Terayon Communication Systems, Inc. (Nasdaq: TERN), a leading
provider of broadband access, delivery and management solutions,
confirmed that it will report its financial results for the first
quarter of 2004 after market close on Thursday, April 29, 2004.

Terayon will host a conference call to discuss its financial
results at 2 p.m. Pacific Time  (5 p.m. Eastern Time) on April 29,
2004.  A live audio webcast of the call will be available to the
public from Terayon's website at http://www.terayon.com/investor/

A replay of the conference call will be available via webcast at
http://www.terayon.com/investorbeginning at 4 p.m. Pacific Time
on April 29, through May 28, 2004.  In addition, a replay can be
accessed via telephone during this period by dialing 888-843-8996
(U.S.) or 630-652-3044 (international).  The access code for the
telephonic replay is 8800319.

                         About Terayon

Terayon Communication Systems, Inc. (S&P, B- Corporate Credit and
CCC Subordinated Debt Ratings, Negative) is the leading innovator
of intelligent broadband access for operators who want to deliver
the widest range of advanced data, video and voice services.
Terayon, headquartered in Santa Clara, California, has sales and
support offices worldwide, and is traded on the Nasdaq under the
symbol TERN.  Company web site is at http://www.terayon.com/


TIMCO AVIATION: Refinances Senior Debt & Obtains New Credit Line
----------------------------------------------------------------
TIMCO Aviation Services, Inc. (OTC Bulletin Board: TMAS) announced
that it has refinanced all of its outstanding senior debt and
obtained a new revolving line of credit which substantially
increases its available working capital.

The Company announced that it has entered into an agreement with
the CIT Group to provide a $35 million revolving line of credit
and a $6.4 million senior secured term loan.  It also announced
that the Company has entered into an agreement with Hilco Capital
LP under which the Company has obtained an $8 million term loan.
The new credit facilities replace a previously existing $30
million revolving credit facility and a $3.5 million term loan.
All amounts borrowed under the new credit agreements are due on
December 31, 2007. Finally, as part of the refinancing, the
Company refinanced all of its previously outstanding debt due to
its principal stockholder.

As previously announced, the Company recently completed the sale
of its 545,000 square foot warehouse and office facility in
Miramar, Florida.  The proceeds from the sale were used to repay
in full the Company's tax retention operating lease (TROL)
financing arrangement which funded the construction of
that facility.

C. Robert Campbell, the Company's Chief Financial Officer, stated:
"We are pleased to be working with the CIT Group and Hilco Capital
under our newly established senior credit facilities.  These
credit agreements provide the Company with significant incremental
working capital."

TIMCO Aviation Services, Inc. -- whose September 30, 2003 balance
sheet shows a total stockholders' equity deficit of $94,866,000 --
is among the world's largest providers of fully integrated
aviation maintenance, repair and overhaul (MR&O) services for
major commercial airlines, regional air carriers, aircraft leasing
companies, government and military units and air cargo carriers.
The Company currently operates four MR&O businesses: TIMCO, which,
with its four active locations (Greensboro, NC, Macon, GA, Lake
City, FL and Goodyear, AZ), is one of the largest independent
providers of heavy aircraft maintenance services in the world;
Aircraft Interior Design and Brice Manufacturing, which specialize
in the refurbishment of aircraft interior components and the
manufacture and sale of aftermarket parts and new aircraft seats;
TIMCO Engineered Systems, which provides engineering services both
to our other MR&O operations and to our customers; and TIMCO
Engine Center, which refurbishes JT8D engines and performs on-wing
repairs for both JT8D and CFM-56 series engine. Visit TIMCO
online at http://www.timco.aero/


UAL: Flight Attendants Applaud Congress for Pension Relief Action
-----------------------------------------------------------------
United flight attendants, represented by the Association of Flight
Attendants-CWA, AFL-CIO, applaud the actions of the US Congress to
provide pension funding relief that will secure employee pension
plans and allow United Airlines to successfully restructure.

On April 8, Congress passed the Pension Stability Act, which fully
addresses any concern over United's liability in funding pension
plans. The bill provides a significant benefit for airlines,
yielding an estimated $1.6 billion savings in deferred
contributions over the next two years. The bill addresses United's
pension concerns and provides an abundance of savings for the
airline.

Flight attendants contend that now is the time for United Airlines
to abandon efforts to modify retiree health benefits. "We know
that additional concessions from the retirees are totally
unnecessary, and United's financial status following today's
outstanding action by law makers is definitive proof," United AFA
Master Executive Council President Greg Davidowitch said.

"We look forward to Glenn Tilton announcing a positive conclusion
to United's plan to change retiree health benefits so that we may
all return our focus to United Airlines' successful
reorganization.

"We are also grateful the action undertaken by Congress
underscores the fact and demonstrates that the US government
recognizes United's successful restructuring need not be placed
solely on the backs of employees and retirees."

More than 46,000 flight attendants, including the 26,000 active,
furloughed and retired flight attendants at United, 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 http://www.unitedafa.org/


UNITED AIRLINES: Committee Brings-In Leaf as Valuation Expert
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of the United Airlines Inc. Debtors seeks the
Court's authority to retain Leaf Group as its economic valuation
expert, effective March 5, 2004.

The Debtors intend to enter into an agreement covering 175
aircraft with aircraft financiers represented by James Spiotto,
Esq., at Chapman & Cutler.  According to Fruman Jacobson, Esq.,
at Sonnenschein, Nath & Rosenthal, Mr. Spiotto is functioning as
a joint sales agent in these negotiations for numerous separate
entities for the terms and prices the Chapman Group will offer
for the future use of airplanes to the Debtors.

Since the Chapman Group has a "strangehold" on the Debtors in
these negotiations, the Committee wants to retain Leaf as its
economic expert in the current Section 1110 process.  The
Committee wants Leaf to analyze the Chapman Group agreement, the
market for aircraft, the competitive rates for aircraft, and to
serve as expert witness in any matters involving the agreement.

Mr. Jacobson tells the Court that Leaf is a recently formed group
of economic experts that focus on analyzing strategic corporate
events such as significant acquisitions and complex litigation.
The professionals have different backgrounds including economics,
law, accounting and finance, and are affiliated with major
universities.  The professionals who will work with the Committee
are:

   -- Rob Gertner of the University of Chicago Graduate School
      of Business, a former Lexecon consultant.  Mr. Gertner
      supervised a study that measured the effect of
      coordination between auction houses on prices paid by
      auction buyers and value received by sellers at auction;

   -- Morton Kamien of Northwestern University.  Mr. Kamien is
      one of the leading industrial organization economists and
      has published extensively on competitive interaction and
      antitrust harm; and

   -- Andrew M. Rosenfield, an economist, lawyer and co-founder
      of Leaf.  Mr. Rosenfield has supervised numerous studies
      of antitrust matters, involving the definition of relevant
      markets, measurements of market power and anticompetitive
      effects.  Mr. Rosenfield is an expert in the application
      of empirical techniques to data on marketplace
      transactions to determine the competitive value of
      products or assets, such as aircraft, when their prices
      are related but not identical.  This analysis, broadly
      referred to as hedonic regression analysis, will be
      applied to determine the competitive price for an aircraft.

Leaf will perform a variety of economic evaluations for the
Committee, principally looking at the proposed deal between the
Debtors and the Chapman Group.  The rates for Leaf professionals
expected to work on this matter range from $200 to $800 per hour.

                    Indenture Trustees Object

According to U.S. Bank, the Bank of New York, and Wells Fargo,
the Debtors have every right to use their business judgment in
negotiating aircraft agreements.  However, it is inappropriate
for the Committee to continue expending the estate's funds to
interfere with the Debtors' efforts to secure aircraft.  The
retention of additional professionals will only add unnecessary
transaction costs to any proposed compromise.  If and when a
compromise is reached, the Committee will have ample opportunity
to review and object.

Both the Debtors and the Committee are sophisticated in aircraft
financial matters and are ably represented by counsel.  The
Committee has multiple professionals, including KPMG and Saybrook
Advisors, to provide advice on this topic.  In any event, Richard
Hiersteiner, Esq., at Palmer & Dodge, in Boston, asserts that the
Court will have the last word on any agreement, not the
Committee.

The Committee has not shown that Leaf has any expertise or
experience with aircraft or the airline industry.  The Committee
hints that it may pursue violations of antitrust laws or
securities violations.  However, any such action would lack merit
and the Committee lacks standing to make this assertion in its
own capacity.  Thus, there is no purpose to allowing the
Committee "to continue this fishing expedition. . . ."  The
Committee should not be allowed to use the estate's funds in
preparation for an unsubstantiated and theoretical action that
lacks merit.

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 Company 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. 43; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


VENCOR INC: Agrees to Pay $4MM for Disputed U.S. Trustee Fees
-------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
July 12, 2002, Judge Walrath directed Vencor, Inc. (n.k.a. Kindred
Healthcare, Inc.) to escrow $3,548,500 in the event that the
United States Trustee prevailed in its bid to force each of the
128 Vencor Debtors to pay higher quarterly fees to the U.S.
Trustee program pursuant to 28 U.S.C. Sec. 1930(a)(6).  Until mid-
2002, a parent companies in large multi-debtor cases typically
paid the maximum $10,000 quarterly fee and debtor-affiliates paid
the minimum $250 quarterly fee.  Following a change in personnel,
the U.S. Trustee in Delaware began demanding that all debtors pay
the statutory fee based on their actual disbursements -- and pay
fees based on all intercompany transfers.

Judge Walrath further directed Vencor to file amended monthly
operating reports for each of the 19 months that each of the 128
debtors was in bankruptcy to provide the U.S. Trustee with
additional information about money moving from debtor to debtor.

A full-text copy of Judge Walrath's Oct. 9, 2003, Opinion on this
subject is available with no charge at:

  http://www.deb.uscourts.gov/Opinions/2003/VencorOpinion.pdf

Vencor appealed from Judge Walrath's order to the U.S. District
Court.

Last week, Kindred inked a Stipulation with the United States
Trustee agreeing to:

     * pay $4 million to the U.S. Trustee,

     * escape the requirement to file more than 2,400
       amended monthly operating reports, and

     * withdraw its appeal.

Thomas J. Moloney, Esq., and Lindsee P. Granfeld, Esq., at Cleary,
Gottlieb, Steen & Hamilton, tell Judge Walrath that she should
approve the settlement because the appeal involves complex isses
that could consume more than $4 million in time, manpower and
money.


WEIRTON STEEL: Wants Until June 30, 2004 to Exclusively File Plan
-----------------------------------------------------------------
Weirton Steel Corporation asks the Bankruptcy Court for a third
extension of its exclusive period to propose a chapter 11 plan.
The Debtors ask that their Exclusive Plan Filing Period be
extended to June 30, 2004, and that the Exclusive Solicitation
Period be extended through August 31, 2004.

James H. Joseph, Esq., at McGuireWoods, in Pittsburgh,
Pennsylvania, tells Judge Friend that the Debtors made
significant progress toward the confirmation of a plan of
reorganization in the past six months.  The Debtors' achievements
in addressing key restructuring issues include:

   (a) the filing of the Plan of Reorganization and accompanying
       Disclosure Statement on October 7, 2003;

   (b) undertaking negotiations with:

       -- the Independent Steelworkers' Union with respect to a
          modified collective bargaining agreement;

       -- the Pension Benefit Guaranty Corporation with respect
          to the termination of the pension plan and the
          treatment of claims;

       -- the Retiree Committee with respect to the substantial
          modification of retiree benefits and the revised
          treatment thereof;

       -- the Ad Hoc Noteholders Committee with respect to the
          treatment of noteholder and bondholder claims under the
          Plan;

       -- West Virginia Workers' Compensation Commission with
          respect to surety and other program requirements; and

       -- the Creditors' Committee with respect to the treatment
          of general unsecured claims;

   (c) the filing of the First Amended Plan of Reorganization and
       accompanying Disclosure Statement on November 13, 2003,
       incorporating the comments of the various constituencies
       in the case;

   (d) notification on November 13, 2003 of conditional approval
       from the Emergency Steel Loan Guaranty Board of a
       guarantee of a $145,000,000 term loan in connection with
       the Debtors' exit financing under the First Amended Plan;
       and

   (e) on November 14, 2003, obtaining Court approval of the
       Disclosure Statement and the procedures governing
       solicitation of votes on the First Amended Plan and
       scheduling a hearing for December 16, 2003, to confirm the
       First Amended Plan.

On December 8, 2003, the Debtors sought and obtained Court
approval of the adjournment of the Confirmation Hearing so that
they may continue to address issues that are critical to their
dual-track emergence strategy.

Currently, the Debtors seek the Court's authority to sell
substantially all of their assets to International Steel Group,
Inc. and ISG Weirton, Inc., subject to higher and better offers.
Furthermore, Mr. Joseph tells Judge Friend, certain members of
the Noteholder Committee have performed significant due diligence
and engaged in discussions with the Debtors' management and the
ISU regarding alternatives to the transaction contemplated in the
ISG Sale Agreement.

Due almost entirely to the continued escalating prices at which
the Debtors are selling hot band steel in the spot market, the
Debtors' liquidity has improved and their updated projections
suggest that their short term prognosis is not as bleak as
presented at the Bid Procedures Hearing on March 8, 2004.

Nevertheless, substantial obstacles to an Alternative Transaction
remain.  Specifically, any Alternative Transaction will require
sufficient financing to pay the Debtors' obligations under the
DIP Financing, plus available credit or capital sufficient to
operate the Debtors' capital investment starved businesses.
Also, any Alternative Transaction must have the support of the
ISU, which has continued to suggest that it believes that the
Debtors' long term survival depends on the Debtors' consolidating
with a larger integrated steel producer.  Finally, there is an
inherent risk in any Alternative Transaction, as all must
acknowledge that the unprecedented spot market prices for hot
band steel will change for the worse, the only unanswered
question being when.

Because there are no definitive alternatives at this time to the
Debtors' sale of the Sale Assets at the Auction, Mr. Joseph
points out, a break in the Debtors' exclusivity at this time
would distract the sale process and possibly result in the
Debtors' loss of the value of the proposed sale transaction.

The Debtors are also unaware of any Alternative Transaction to be
proposed by any third party, including members of the Noteholder
Committee, for which there is an adequate financing commitment or
an agreement in principal with the ISU regarding the terms of a
collective bargaining agreement.

Accordingly, the extension of the Debtors' Exclusive Periods will
permit the Debtors to continue to pursue the sale process while
also exploring the viability of Alternative Transactions, but
without the distraction and delay that would result from the
termination of exclusivity and the possible submission of
competing Chapter 11 plans in the midst of the sale process,
particularly in the absence of resolution of very critical
financing and labor issues by any proponent of an Alternative
Transaction.

At the Debtors' request, the Court entered a bridge order
extending the Exclusive Filing Period to April 21, 2004, at which
time the Court will consider the motion and any objections.  The
Exclusive Solicitation Periods is also extended to and including
June 21, 2004. (Weirton Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


WELLSPRING PERSONAL: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Wellspring Personal Care Inc.
        125 North Hasted
        Chicago, Illinois 60661

Bankruptcy Case No.: 04-13802

Type of Business: Nursing and Home Care Services.

Chapter 11 Petition Date: April 7, 2004

Court: Northern District of Illinois (Chicago)

Judge: Bruce W. Black

Debtor's Counsel: Barry A. Chatz, Esq.
                  Arnstein & Lehr
                  120 South Riverside Plaza Suite 1200
                  Chicago, IL 60606
                  Tel: 312-876-7100

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service                              $1,710,545
Mall Stop 5010 CHI
230 S. Dearborn Street
Chicago, IL 60604

U.S. Bank                     Credit card purchases      $36,951

Office Depot                  Trade Debt                  $6,549

Illinois Department of                                    $6,106
Revenue

American International        Insurance                   $5,562
Companies

IL Dept. of Employment                                    $4,888
Security

American Express              Credit card purchases       $4,673

Data Integrity                Trade Debt                  $4,174

Purchase Power                Trade Debt                  $3,473

American Express              Credit card purchases       $2,764

Shell                                                     $1,600

Primelink                     Trade Debt                  $1,500

Kass Management               rent for business           $1,458
                              Premises

Perfectserve                  telephone services          $1,068

Peoples Energy                                              $965

Mercyworks                    Trade Debt                    $851

Automatic Monthly                                           $708

GMAC                          Business auto                 $582

Sprint                                                     $529

Personal Planners                                          $525


WILSONS THE LEATHER: March Comparable Store Sales Decrease by 2.6%
------------------------------------------------------------------
Wilsons The Leather Experts Inc. (Nasdaq:WLSN) reported sales of
$36.1 million for the five weeks ended April 3, 2004 for its
Wilsons Leather stores compared to $33.2 million for the five
weeks ended April 5, 2003. Year-to-date sales for the Company's
Wilsons Leather stores have increased 8.3% to $79.9 million
compared to $73.8 million for the same period last year. Sales for
the month of March and the current fiscal year included
approximately $9.2 million and $19.7 million, respectively, in
liquidation sales resulting from the transfer of inventory to an
independent liquidator in conjunction with the previously
announced expected closing of approximately 111 stores.

Comparable store sales decreased 2.6% for the five weeks ended
April 3, 2004; this decrease compares to a 7.6% decrease in
comparable store sales for the five weeks ended April 5, 2003.
Year-to-date comparable stores sales have decreased 1.6% compared
to an increase of 0.3% for the same period last year. Comparable
store sales for the month and year to date do not include sales
from the stores that are being liquidated, as the liquidation sale
in these stores began on January 23, 2004.

Commenting on these results, Joel Waller, Chief Executive Officer
said, "Much of our traditional clearance merchandise was being
liquidated as part of our store closing process. This negatively
impacted our mall-based men's and women's apparel business.
Partially offsetting this, was a positive comparable store sales
increase in our accessories business. This represented a
proportionately larger share of our sales mix and favorably
impacted our overall margin rates."

Mr. Waller continued, "We continue to remain focused on analyzing
and improving our merchandise performance and establishing an
appropriate financial structure."

                     About Wilsons Leather

Wilsons Leather is the leading specialty retailer of leather
outerwear, accessories and apparel in the United States. As of
April 3, 2004, Wilsons Leather operated 460 stores located in 45
states and the District of Columbia, including 336 mall stores,
107 outlet stores and 17 airport stores. During the month of
January 2004, the Company engaged an independent liquidator to
operate 111 stores that are expected to close in the next 30 to 45
days. The Company, which regularly supplements its permanent mall
stores with seasonal stores during its peak selling season from
October through January, operated 229 seasonal stores in 2003.

As reported in the Troubled Company Reporter's March 11, 2004
edition, the Company is currently working with certain current
noteholders  and the bank syndicate to attempt to refinance its 11
1/4% Senior Notes due August 2004 and amend its senior credit
agreement. Under the terms of the Senior Credit Agreement, the
Company is required to have a plan acceptable to its senior
lenders to amend, refund, renew, extend, or refinance its 11 1/4%
Senior Notes by March 15, 2004. The refinancing of the 11 1/4%
Senior Notes is required to occur on or before April 15, 2004. If
the Company is unable to amend, refund, renew, extend, or
refinance its 11 1/4% Senior Notes on or before April 15, 2004, it
will be in default of its Senior Credit Agreement. In that event,
General Electric Capital Corporation would be entitled to suspend
the Company's right to borrow under its senior credit agreement
and could accelerate payment of its $25 million Term B promissory
note. The Company is currently in discussions with some of its
noteholders, but cannot provide any assurance that it will be able
to amend, refund, renew, extend, or refinance its 11 1/4% Senior
Notes on or before April 15, 2004.


WOLVERINE TUBE: Q1 2004 Earnings Conference Call Set for Apr. 27
----------------------------------------------------------------
Wolverine Tube, Inc. (NYSE: WLV) announced that it plans to report
earnings for the first quarter ended April 4, 2004, on Tuesday,
April 27, 2004.  A news release and supporting financial data will
be released to the news wire services and the New York Stock
Exchange before the market opens, and a conference call will be
held at 9:30 a.m. Central (10:30 a.m. Eastern) on Tuesday, April
27, 2004.

The full text of the earnings news release and supporting
financial data will be available prior to the start of this call
on the Company's website -- http://www.wlv.com/-- in the Investor
Relations section under the "Press Releases" link.

To listen, please dial in to the conference call line at (800)
311-9402 Access Code: Wolverine, ten minutes prior to the
scheduled start time.  This conference call will also be broadcast
live on the Internet. A link to the broadcast can be found on the
Company's website -- http://www.wlv.com/-- in the Investor
Relations section under the "Conference Calls" link.  If you are
unable to participate at this time, a replay will be available
through May 4, 2004, on this website or by dialing (800) 858-5309
(US) or (334) 323-7226 (International) Access Code: 40179 Pass
Code:  40179.

                  About Wolverine Tube, Inc.

Wolverine Tube, Inc. (S&P, BB- Corporate Credit Rating, Negative
Outlook) is a world-class quality partner, providing its customers
with copper and copper alloy tube, fabricated products, metal
joining products as well as copper and copper alloy rod, bar and
other products.  Internet addresses: http://www.wlv.com/
http://www.silvaloy.com/


WORLDCOM: Lowe Asks Court to Deem Rejection Claim as Timely Filed
-----------------------------------------------------------------
On March 27, 2003, the Worldcom Inc. Debtors notified Lowe
Enterprises Colorado, Inc., as agent for North Colorado-SERS Inc.,
that they were rejecting an office lease at 5775 Mark Dabling
Blvd., in Colorado Springs, Colorado.  The effective date of
rejection was March 31, 2003, and the deadline for the submission
of a rejection claim was April 30, 2003.

Lowe's counsel, James B. Holden, Esq., at Ballard Spahr Andrews &
Ingersoll, LLP, in Denver, Colorado, erroneously calendared the
rejection claim submission deadline as May 30, 2003.  Mr. Holden
proceeded diligently to prepare the claim, intending to file it
early.  On April 16, 2003, Lowe sent its economic calculations to
Mr. Holden regarding the amount of the rejection claim, and Mr.
Holden prepared the claim.  It was only while preparing to mail
the claim on May 5, 2003 that Mr. Holden discovered that he had
mistakenly entered the due date.

On May 6, 2003, Mr. Holden sent the claim to the WorldCom Claims
Docketing Center for filing by overnight delivery service.  The
claim was allegedly received by the Docketing Center on May 7.
However, a copy of the claim was returned to Mr. Holden stamped
May 9, 2003.

According to David L. Pollack, Esq., at Ballard Spahr, in
Philadelphia, Pennsylvania, the circumstances related to Lowe's
late-filed claim constitute "excusable neglect" under the
standard established by the Supreme Court.  Mr. Pollack points
out that the late filing arose from an understandable "mistake."
Furthermore, Mr. Holden did not delay in preparing the claim, but
proceeded promptly to gather the required information, intending
to file the claim early.  Due diligence further resulted in the
mistake being detected and corrected within one week of the due
date.

Mr. Pollack argues that the Debtors will not be prejudiced if
Lowe's unsecured prepetition claim for $1,885,202 is deemed
timely filed.  The Debtors paid postpetition rent through the
rejection date and, thus, there is no administrative claim.

Lowe is not requesting a relaxation of the general bar date, Mr.
Pollack says.  Lowe simply wants the Debtors to understand that
the delay was due to an unfortunate but understandable mistake.
Besides, Mr. Pollack continues, the delay was short.  It will
have no significant impact on the Debtors' judicial proceeding.

Headquarterd in Clinton, Mississippi, WorldCom, Inc.,
-- 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. (Worldcom Bankruptcy News, Issue No. 50; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


* Sheppard Mullin Adds 3 Associates to Corporate Practice Group
---------------------------------------------------------------
Sheppard, Mullin, Richter & Hampton LLP has announced the addition
of three associates to the firm's Corporate Practice Group.
Stephen R. LaSala, Steffani M. Stevens and Robert L. Wernli will
be based in the firm's San Diego and Del Mar Heights offices.

These additions come on the heels of two significant partners
joining the firm's Corporate Practice Group in San Diego: John
Tishler, based in the San Diego office and John J. Hentrich, based
in the Del Mar Heights office. The firm's San Diego offices have
added a total of five new Corporate Practice attorneys that have
an expertise in securities and technology in the last month.

LaSala specializes in general business matters and securities law,
with an emphasis on capital raising transactions and the buying
and selling of companies. Stevens focuses on corporate finance,
securities compliance, internet and e-commerce law, and the
formation and restructuring of business entities. Wernli
specializes in business transactions, debt and equity financings,
securities law compliance, and mergers and acquisitions.

Robert Sbardellati, administrative partner of the San Diego
office, commented, "We are delighted to welcome the new corporate
team members to the firm, as the expanded team will give us
greater capacity to provide complex business counsel to clients."
Domenic Drago, administrative partner of the Del Mar Heights
office, added, "We are excited at the prospect of continued growth
in the San Diego and Del Mar offices throughout 2004 and beyond
and the new group provides specialized skills that enhance our
capabilities."

"The new attorneys, along with Hentrich and Tishler, add strength
and depth to our practice group in the San Diego offices, given
their tremendous cumulative knowledge and experience. We look
forward to their contributions to a solid practice group that
continues to expand to meet client needs, " stated Larry Braun,
chair of the Corporate Practice Group.

         About Sheppard, Mullin, Richter & Hampton LLP

Sheppard Mullin is a national law firm with more than 400
attorneys and eight offices in Los Angeles, San Francisco, Orange
County, San Diego, Santa Barbara, West Los Angeles, Del Mar
Heights, and Washington, D.C. The full-service firm provides legal
expertise and counsel for U.S. and international clients in a wide
range of practice areas, including Corporate; Entertainment and
Media; Finance; Government Contracts; Intellectual Property; Labor
and Employment; Litigation; Real Estate/Land Use; and Tax, Trusts
and Estate Planning. The firm was founded in 1927. For more
information, visit http://www.sheppardmullin.com/


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Alliance Imaging        AIQ         N.A.         N.A.     N.A.
Akamai Technologies     AKAM       (175)         280      140
AK Steel Holdings       AKS         (53)       5,025      579
Amazon.com              AMZN     (1,036)       2,162      568
Aphton Corp             APHT        N.A.         N.A.     N.A.
Arbitron Inc.           ARB         (18)         184      (25)
Alliance Resource       ARLP        N.A.         N.A.     N.A.
Atari Inc.              ATAR        (97)         232      (92)
Actuant Corp            ATU          (7)         361       31
Blount International    BLT         N.A.         N.A.     N.A.
Cincinnati Bell         CBB        (640)       2,073      (47)
Columbia Laboratories   CBRX        N.A.         N.A.     N.A.
Cubist Pharmaceuticals  CBST        N.A.         N.A.     N.A.
Cedara Software         CDE          (2)          20      (12)
Choice Hotels           CHH        (118)         265      (43)
Cherokee International  CHRK       (120)          64       15
Compass Minerals        CMP         N.A.         N.A.     N.A.
Caraco Pharm Labs       CPD         N.A.         N.A.     N.A.
Centennial Comm         CYCL       (579)       1,447      (98)
Delta Air Lines         DAL        (384)      26,356   (1,657)
Diagnostic Imag         DIAM          0           20       (3)
Echostar Comm           DISH     (1,206)       6,210    1,674
Deluxe Corp             DLX        (298)         563     (309)
Education Lending Group EDLG         (2)       3,583      N.A.
WR Grace & Co.          GRA         N.A.         N.A.     N.A.
Graftech International  GTI         (97)         967       94
Integrated Alarm        IASG        N.A.         N.A.     N.A.
Imax Corporation        IMAX        N.A.         N.A.     N.A.
Imclone Systems         IMCL       (270)         382       (3)
Kinetic Concepts        KCI         (80)         618      244
KCS Energy              KCS         N.A.         N.A.     N.A.
Lodgenet Entertainment  LNET        N.A.         N.A.     N.A.
Lucent Technologies     LU       (3,371)      15,765    2,818
Memberworks Inc.        MBRS        (20)         248      (89)
Millennium Chem.        MCH         (46)       2,398      637
Moody's Corp.           MCO         (32)         941      137
McDermott International MDR        (363)       1,249      (24)
McMoRan Exploration     MMR         N.A.         N.A.     N.A.
Maxxam Inc.             MXM         N.A.         N.A.     N.A.
Niku Corp.              NIKU        N.A.         N.A.     N.A.
Nuvelo Inc.             NUVO        N.A.         N.A.     N.A.
Northwest Airlines      NWAC     (1,775)      14,154     (297)
Nextel Partner          NXTP        (13)       1,889      277
ON Semiconductor        ONNN       (498)       1,144      201
Airgate PCS Inc.        PCSAD       N.A.         N.A.     N.A.
Petco Animal            PETC        N.A.         N.A.     N.A.
Pinnacle Airline        PNCL        (48)         128       13
Primus Telecomm         PRTL        (96)         751      (26)
Per-Se Tech Inc.        PSTI        (21)         171       (1)
Qwest Communications    Q        (1,106)      26,216   (1,132)
Quality Distribution    QLTY        N.A.         N.A.     N.A.
Rite Aid Corp           RAD         (93)       6,133    1,676
Sepracor Inc            SEPR       (619)       1,020      728
St. John Knits Int'l    SJKI        (65)         234       69
I-Stat Corporation      STAT          0           64       33
Syntroleum Corp.        SYNM        N.A.         N.A.     N.A.
Town and Country Trust  TCT          (2)         504      N.A.
Thermadyne Holdings     THMD       (665)         297      139
TiVo Inc.               TIVO        N.A.         N.A.     N.A.
Triton PCS Holdings     TPC        (180)       1,519       52
Tessera Technologies    TSRA        N.A.         N.A.     N.A.
Ultimate Software       ULTI        N.A.         N.A.     N.A.
US Home & Garden        USHG         (2)          96       (5)
UST Inc.                UST        (115)       1,726      727
Universal Technical     UTI         (36)          84       29
Valence Tech            VLNC        (17)          36        4
Western Wireless        WWCA       (224)       2,521       15
Expressjet Holdings     XJT         (10)         510       15
Xoma Ltd.               XOMA        N.A.         N.A.     N.A.

                           *********

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.

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, Bernadette C. de Roda, Donnabel C. Salcedo, Rizande B.
Delos Santos, Paulo Jose A. Solana, Aileen M. Quijano 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 ***