TCR_Public/040414.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, April 14, 2004, Vol. 8, No. 73

                           Headlines

ADELPHIA COMMS: Pushing Okay for Travelers Surety Credit Contract
ADELPHIA COMMS: Brings-In Focused Business for Cost Recoveries
ADVANCED RODS INC: Case Summary & 20 Largest Unsecured Creditors
AK STEEL: Closes $75 Million Sale of Greens Port Industrial Park
AMERCO: Claims Bar Dates Established with Plan's Effective Date

AMERCO: Declares First of Five Suspended Dividends
AMERICAN REHAB: Case Summary & 11 Largest Unsecured Creditors
ANC RENTAL: Court Okays Lehman Commercial Claims Settlement
ASPECT COMMS: Q1 2004 Earnings Conference Call Webcast is Tomorrow
AURORA: Unsecured Panel Wants More Time to Challenge Bank Fees

BEAR STEARNS: S&P Gives Preliminary Ratings to 2004-TOP14 Notes
BUCYRUS INT'L: S&P Puts Ratings on Watch Positive over IPO Filing
BUDGET GROUP: Reaches Pact Settling Cendant Parties' Claims
CALPINE: Pursuing Noteholders' Consent to Effect Amendments
CATELLUS DEVELOPMENT: S&P Raises Corporate Credit Rating to BB+

CEDA MILLS INC: Voluntary Chapter 11 Case Summary
CENTERPOINT: Fitch Further Junks Series 1999-1 Class C Notes
CHIQUITA BRANDS: Chairman Cyrus Freidheim to Retire from Board
CMS ENERGY: Gains $54 Mil. from Australian Power Plant & Mine Sale
CONSECO SENIOR: Fitch Cuts Insurer Fin'l Strength Rating to CCC-

COTT: Taps Georgeson Shareholder as Proxy Solicitation Agent
COVANTA: Claims Classification & Treatment Under the Tampa Plan
CURRY CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
D'ANDREA RANCH CO: Case Summary & 4 Largest Unsecured Creditors
DEUTSCHE MORTGAGE: Fitch Takes Rating Actions on 1998-C1 Notes

DII IND.: Court Grants Protective Order Against Insurers' Requests
EL INDUSTRIES INC: Case Summary & 20 Largest Unsecured Creditors
El PASO CORP: Selling Australian Pipeline Stake for $48 Million
ELSINORE CORPORATION: Executes Liquidation & Dissolution Plan
ENRON CORP: Proposes Post-Confirmation Overhead Allocation Formula

EXTENDICARE: S&P Assign Low-B Ratings & Revises Outlook to Pos.
FAIRFAX FIN'L: Reports Exchange Offer Results for Existing Notes
FEDERAL-MOGUL: PD Panel Gets OK to Tap J.H. Cohn as Fin'l Advisor
FELCOR LODGING: Will Release First Quarter Results on April 28
FLEMING COS.: Disclosure Statement Hearing Adjourned to April 19

FOAMEX INTL: Stockholders' Meeting Set for May 25 in Philadelphia
GLOBAL CROSSING: Secures Okay for Global Marine Settlement Deal
GOODYEAR TIRE: Concludes Overseas Accounting Investigation
HANOVER DIRECT: Chelsey CEO Paul Goodman Joins Board
HAYES LEMMERZ: Objects to Hundreds of Product & Abestos Claims

HEALTHSOUTH: Opens Long-Term Acute Care Hospital in Louisiana
HOUSTON EXPLORATION: S&P Affirms Low-B Ratings Following Review
IMAGING TECH: Holds Minority Shares of Greenland Corporation
IPCS: Posts 2004 Gross Activations & Capital Expenditures Guidance
IT GROUP: Obtains Go-Ahead for California DTSC Claims Settlement

JUNIPER GENERATION: Fitch Revises Watch to Positive from Evolving
KEENE: Fraudulent Conveyance Case Dismissal Against Genlyte Upheld
KOSA B.V.: Subsidiaries Commence $575MM Senior Note Unit Offering
LAIDLAW INTERNATIONAL: Directors Disclose Equity Ownership
LTV CORP: C&K Industrial Objects to 8 Prof. Fee Applications

MAI SYSTEMS: Investors Acquire $3M Debt & 2.4M Shares From CSA Ltd
MATRIA HEALTHCARE: Obtains Requisite Waivers in re Tender Offer
MERCURY AIR: Sells FBO Business to Allied Capital for $76.3 Mil.
METALS USA: Withdrawing Common Shares from American Stock Exchange
MIDWEST GENERATION: S&P Assigns B Corporate Credit Rating

MIRANT CORP: Canadian Debtors to Distribute Plan to Creditors
MIRANT CORP: Canadian Debtors Want to Extend CCAA Stay to May 15
NATIONSRENT: Creditor Trustee Wants Late-Filed Claims Disallowed
NATIONWIDE HEALTH: S&P Affirms BB+ Rating on $100MM Preferreds
NDCHEALTH: Reschedules Quarterly Report Filing Date to April 19

NES RENTALS: New Board Members to Lead Co. After Bankruptcy Exit
OUTSOURCING SERVICES: Initiates Balance Sheet Restructuring
OWENS CORNING: Court Approves $71.5M Vitro Stock Purchase Pact
PARMALAT: US Debtors Want NJ Union CBA Extended Until Sept. 19
PARMALAT GROUP: Gets Final Nod to Hire McDermott as Co-Counsel

PG&E: Shareholder Rights Plan Expires Following Chapter 11 Exit
PREMCOR REFINING: S&P Rates $1 Billion Bank Facility at BB+
PRESTOLITE: S&P Removes Ratings Watch over Acquisition News
PRIDE INT'L: Appoints Toufeeq & Kricorian to Top Level Positions
PROXIM CORP: Names Kevin Duffy as COO and Michael Angel as CFO

PSEG ENERGY: Weak Financial Measures Spur Fitch's Rating Cut
RAYTECH: Net Loss Balloons to $66.4 Million at December 28, 2003
RELIANCE GROUP: Inks Stipulation Resolving New York Tax Claims
ROOSE COMPANY: Case Summary & 20 Largest Unsecured Creditors
SAFETY-KLEEN CORP: Creditor Trust Objects to Various Claims

SAXON ASSET: Fitch Downgrades Class BF-1 Notes Rating to BB
SBA COMMUNICATIONS: Will Discuss 1st Quarter Results on May 7
SIRIUS SATELLITE: Releasing 1st Quarter 2004 Results on April 21
SOLUTIA: Unsecured Panel Asks Court to Disband Equity Committee
SUPERIOR ESSEX: Barbara Blackford Named Exec. VP, General Counsel

TECNET INC: Case Summary & 20 Largest Unsecured Creditors
THERMOVIEW: David Anderson to Take Over as New Chief Fin'l Officer
TITAN: Extends Exchange Offer & Consent Solicitation to April 23
UNITED AIRLINES: Retiree Committee Taps Jenner & Block for Advice
URECOATS: 2003 Audit Report Contains Going Concern Qualification

U.S. STEEL: Q1 2004 Conference Call Scheduled for April 27
WEIRTON STEEL: Amending DIP Financing Agreement to Cure Defaults
WORLDCOM INC: Ohio Tax Department Wants More Time to File Claim
XM SATELLITE: Declares Quarterly Preferred Stock Dividend

* Gary Silverman to Head Kaye Scholer's Private Equity Practice
* Sidley Austin Places in American Lawyer's Top Corp. Scorecard

* Upcoming Meetings, Conferences and Seminars

                           *********

ADELPHIA COMMS: Pushing Okay for Travelers Surety Credit Contract
-----------------------------------------------------------------
By order dated October 25, 2002, the Court authorized the Adelphia
Communications Debtors to enter into a secured postpetition surety
credit agreement with Hanover Insurance Company.  The Hanover
Agreement is scheduled to expire by its terms on June 24, 2004.
Rather than renew the Hanover Agreement, the ACOM Debtors decided
to enter into a surety credit agreement with Travelers Casualty
and Surety Company of America.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher LLP, in New
York, informs the Court that the ACOM Debtors' decision to
replace Hanover with Travelers as their primary surety is based
on a combination of factors.  Hanover's credit rating has
declined in recent months.  As some of the ACOM Debtors'
franchise agreements require that bonds securing performance
obligations maintain a high credit rating, the ACOM Debtors must
secure bonds that satisfy these credit rating requirements.
Moreover, due to the size and complexity of their operations, the
ACOM Debtors require a qualified surety provider with greater
flexibility in obtaining bonds and administering the bonding
program.

Accordingly, the ACOM Debtors seek the Court's authority to enter
into a General Contract of Indemnity with Travelers and provide
collateral to Travelers to secure their obligations pursuant to
the Indemnity Contract.  The ACOM Debtors also ask the Court to
lift the automatic stay to allow Travelers to effectuate the
cancellation of any bonds and exercise rights against the
collateral to satisfy the claims asserted against the bonds.

In the ordinary course of the operation of their cable business,
the ACOM Debtors incur obligations to various third-party
entities including, among others, franchise authorities,
contractors and utility pole owners who require the Debtors to
provide bonding to guaranty their payment obligations to the
third parties.  The ACOM Debtors are required to maintain surety
credit for various obligations including:

   (1) "performance" and "franchise" bonds that guarantee their
       obligations to municipalities under cable franchise
       agreements;

   (2) "pole attachment" bonds that guarantee their obligations
       to the owners and lessors of poles they used;

   (3) "contract" and "permit" bonds that guarantee their
       contractual or permit obligations;

   (4) "miscellaneous" bonds that guarantee their prompt payment
       of all obligations and charges arising under various
       agreements; and

   (5) "games of chance" bonds, as required by the General
       Business Law of the State of New York, guaranteeing their
       obligations in engaging in games, contests or other
       promotions or advertising plans in New York.

The transition to Travelers as their new surety provider will
require, among other things, the ACOM Debtors to cancel
outstanding bonds issued by Hanover and replace them with
Travelers bonds.  As of March 22, 2004, there are about 990
bonds, in the aggregate penal amount of $71,000,000, issued and
outstanding pursuant to the Hanover Agreement.  Those bonds
require certain minimum notice periods for cancellation.  In most
instances those bonds require 90-, 60-, or 30-day notices of the
cancellation, with the majority of issued and outstanding bonds
requiring 30 days' notice of cancellation.  If Hanover fails to
receive a release of any and all claims from the obligees on
issued and outstanding bonds before the expiration of the Hanover
Agreement, the ACOM Debtors will be required to collateralize the
bonds at 100% of the penal amount.  Furthermore, if the obligees
on the issued and outstanding bonds receive notice of the
cancellation before the receipt of evidence that the ACOM Debtors
have a new surety program in place, the obligees may draw on
existing bonds or take other actions, which may be adverse to the
ACOM Debtors.

Ms. Chapman explains that given the number of bonds, which will
be canceled, the failure to secure new surety credit as soon as
possible may negatively affect the ACOM Debtors' operations in
the near term and disrupt their transition to a new bonding
program.  The Indemnity Contract, among other things, secures
from Travelers the availability of surety credit necessary for
the continued operation of the ACOM Debtors' businesses during
the balance of these Chapter 11 cases and post-emergence.

                      The Indemnity Contract

Pursuant to the Indemnity Contract, Travelers agrees to serve as
the ACOM Debtors' surety and issue bonds, undertakings,
guarantees or other instruments of suretyship on the ACOM
Debtors' behalf up to an aggregate penal amount of $100,000,000
for all Bonds.  At this time, the ACOM Debtors believe that this
amount will be sufficient to enable them to continue operating
their businesses.

The principal provisions of the Indemnity Contract are:

Term                The Indemnity Contract and any other Surety
                    Documents will remain in full force and
                    effect until terminated.  The ACOM Debtors
                    may terminate participation in the Indemnity
                    Contract by providing 30 days' advance
                    written notice to Travelers.  In addition,
                    Travelers has certain termination rights
                    based on, among other things, the occurrence
                    and continuation of certain Events of
                    Default.

Issuance of Bonds   Travelers may issue one or more new Bonds or
                    increases to Prior Bonds on the Debtors'
                    behalf, up to an aggregate total exposure
                    under all Bonds of $100,000,000.

Security Interest   The Debtors' obligations to Travelers will
                    be secured by a first priority perfected
                    security interest in favor of Travelers in
                    all of the Collateral.  This security
                    interest will remain perfected without
                    further action, including without limitation,
                    any recordation of any instrument of mortgage
                    or assignment.

Collateral          The ACOM Debtors will provide Collateral,
                    which will consist primarily of letters of
                    credit, to Travelers for all Bonds issued by
                    Travelers in an amount equal to 75% of the
                    penal amount of the outstanding Bonds.
                    The Collateral provided for any ACOM
                    subsidiary may be drawn upon by Travelers to
                    pay obligations on the part of that
                    subsidiary and any other subsidiaries in the
                    same L/C Group under the DIP Agreement and,
                    if the Collateral is insufficient, on the
                    Collateral provided by subsidiaries in the
                    other L/C Groups.

Limitation on
Collateral          Except under certain limited circumstances,
                    the aggregate amount of Collateral held by
                    Travelers will at no time exceed 75% of the
                    penal amount of the outstanding Bonds.

Payment of
Obligations         The ACOM Debtors will continue to timely make
                    payments authorized by the Bankruptcy Court
                    for all obligations covered by any Bond and:

                    (1) make payments on all claims received to
                        date which claims, to the extent not
                        otherwise paid by the ACOM Debtors, will
                        be satisfied with Collateral held by the
                        Travelers;

                    (2) represent and warrant to Travelers that,
                        to the best of their knowledge, no claims
                        have been made on any Bonds; and

                    (3) otherwise satisfactorily cure any
                        defaults under the prepetition
                        obligations which are covered by any
                        Bonds only to the extent authorized as
                        applicable by the Bankruptcy Court.

Defaults            Various events relating to any Indemnitor,
                    Bond or a contract in respect of which a Bond
                    is issued constitute Events of Default under
                    the Indemnity Contract and would allow
                    Travelers to, among other things, terminate
                    the issuance of Bonds, cancel any Bonds and
                    declare all or any portion of the
                    Indemnitors' obligations under the Indemnity
                    Contract and the Bonds immediately due and
                    payable.

Administrative
Claim Status        Travelers will be entitled to administrative
                    expense treatment pursuant to Section 503(b)
                    of the Bankruptcy Code for any losses
                    incurred under a Bond or the Indemnity
                    Contract in excess of the value of the
                    Collateral held for the Bond.  The treatments
                    will be subject and subordinate to:

                    (1) the Carve-Out as defined in the Final DIP
                        Order;

                    (2) the DIP Obligations;

                    (3) Intercompany Claims, Intercompany Liens
                        and Postpetition Intercompany Advances;
                        and

                    (4) the Adequate Protection Obligations.

The ACOM Debtors believe that the pricing and other terms of the
Indemnity Contract are competitive.  While they were negotiating
with Travelers, the ACOM Debtors actively canvassed the surety
market to determine whether they could replace Hanover.  Based on
these efforts, the ACOM Debtors concluded that the Indemnity
Contract with Travelers represents the most desirable surety
credit agreement in terms of available coverage.

The parties negotiated the Indemnity Contract in good faith and
at arm's length.  Accordingly, Travelers should be accorded the
benefits of Section 364(e) in respect of the arrangements, Ms.
Chapman contends. (Adelphia Bankruptcy News, Issue No. 55;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Brings-In Focused Business for Cost Recoveries
--------------------------------------------------------------
Adelphia Communications and its debtor-affiliates seek the Court's
authority to employ Focused Business Solutions, LLC to assist them
in recovering overpayments and erroneous payments of sales and use
taxes.

Focused Business is a national provider of sales and use tax
recovery services with corporate offices in Harrisburg,
Pennsylvania.  It provides cost recovery services to entities
like telecommunications companies, cable companies, and the
United States Government.  Focused Business has expertise in
identifying potential tax recoveries in jurisdictions all over
the United States and has earned a national reputation as a
leading consulting firm in the area of federal, state and local
taxation auditing.  The firm's staff has extensive experience in
identifying tax recoveries with respect to various types of
purchases as well as experience in pursuing administrative
refunds for exempt personal property or services purchased by its
clients.

Pursuant to a Cost Recovery Agreement dated July 17, 2003, as
amended, Focused Business will provide sales and use tax recovery
services to the ACOM Debtors in these Chapter 11 cases including,
but not limited to:

   (1) reviewing the ACOM Debtors' accounts payables to identify
       past payments for property or services that were exempt
       from sales or use tax in a particular jurisdiction; and

   (2) recovering the erroneously and overpaid sales and use
       taxes.

Focused Business will be compensated on a contingent fee basis.
Shelley C. Chapman, Esq., at Willkie Farr & Gallagher LLP, in New
York, tells the Court that Focused Business will receive 25% of
all funds recovered by the ACOM Debtors.  No right to payment
will accrue to the firm other than in connection with the
recoveries actually received by the ACOM Debtors.  With respect
to potential refunds previously identified by Deloitte and
Touche, Focused Business will receive a reduced contingent fee
equal to 12.5% of the refunds.  According to Ms. Chapman, the
proposed fee structure reflects fees that are considerably lower
than the industry standard market rate of 35% to 50% for tax
recovery services.

Anthony G. Gullota, a Principal at Focused Business, discloses
that the firm presently has a contract with the ABIZ Debtors to
perform cost recovery services.  However, Focused Business does
not believe that the work they perform for the ABIZ Debtors will
adversely affect the services being performed for the ACOM
Debtors.

Mr. Gullota assures the Court that Focused Business will
compartmentalize the engagements and create an ethical wall
between the employees performing services for the ACOM Debtors
and those working for the ABIZ Debtors.  No Focused Business
employees working on the ABIZ engagement will be permitted to
work on the ACOM engagement and vice versa.  Focused Business
does not believe that its relationship with the ABIZ Debtors has
or will create a conflict of interest with its representation of
the ACOM Debtors.

Focused Business will take these steps to ensure that the refunds
are not inappropriately filed for one party or the other by:

   (1) preparing software that allows the project managers to
       query the accounts payable database and prepare listings
       by entity;

   (2) using cost centers to screen account payable databases to
       isolate the exempt purchases of specific entities;

   (3) retrieving documentation from the warehouse archives based
       on the cost center listings prepared;

   (4) running contractor-prepared computer programs to compare
       prepared schedules for the two companies prior to
       submission of schedules to taxing authorities to ensure no
       duplication of invoice numbers by vendor exists;

   (5) ensuring that the project managers review individually
       every check and supporting document to ensure that only
       refunds clearly due to one or the other client are filed;
       and

   (6) removing any invoice from filed schedules that is
       subsequently identified as erroneously filed.

In the unlikely event that potential refunds are identified that
are not clearly attributable to either the ACOM Debtors or the
ABIZ Debtors, Focused Business will consult with Mark Chamber,
the ACOM Debtors' Director of Tax, to determine the refund's
proper disposition before filing for the refund.

Aside from the ABIZ Debtors, Mr. Gullota reports that Focused
Business provided services to Deutsche Bank AG and Bank of
America, N.A. the ACOM Debtors' prepetition bank lenders, and
PricewaterhouseCoopers LLP.

Mr. Gullota assures the Court that Focused Business:

   (1) does not provide consulting services to any party or hold
       any interest adverse to the ACOM Debtors with respect to
       the matters on which it is to be retained; and

   (2) has no connection with any of the Potential Parties-in-
       Interest that would adversely affect its ability to
       provide consulting services to the ACOM Debtors. (Adelphia
       Bankruptcy News, Issue No. 55; Bankruptcy Creditors'
       Service, Inc., 215/945-7000)


ADVANCED RODS INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Advanced Rods, Inc.
        aka Rogue Rods
        7675 4th Street
        White City, Oregon 97503

Bankruptcy Case No.: 04-62021

Type of Business: The Debtor is an American manufacturer of
                  fishing rods and blanks. See
                  http://www.roguerods.com/

Chapter 11 Petition Date: March 18, 2004

Court: District of Oregon (Eugene)

Judge: Frank R. Alley III

Debtor's Counsel: Keith Y. Boyd, Esq.
                  Muhlheim Boyd & Carroll
                  88 East Broadway
                  Eugene, OR 97401-2933
                  Tel: 541-868-8005

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Black Revocable Trust         Promissory Note           $350,000
c/o Robert Black
11238 Osborne Street
Lakeview Terrace, CA 91342

Kaufman, B.L.                 Promissory Note           $277,000
801 Avenue C
White City, OR 97503

Note, Roger                   Promissory Note            $47,408

C&K Properties                Trade Debt                 $45,000

Adams, Bill                   Promissory Note            $31,957

Pacific Bay International     Trade Debt                 $24,814

Toray Composites Inc.         Trade Debt                 $18,985

Anglers Resource LLC          Trade Debt                 $14,546

Hornecker Cowling et al.      Attorney Fees              $17,000

Croman Corp.                  Trade Debt                 $10,874

Wells Fargo Bank              Trade Debt                  $7,440

Amcor Mfg, Inc.               Trade Debt                  $7,015

R.E.C. Components             Trade Debt                  $6,176

Kosmatka Donnelly & Co.       Trade Debt                  $5,960

UPS                           Trade Debt                  $4,060

Hessel Mfg                    Trade Debt                  $3,573

USF Reddaway                  Trade Debt                  $3,092

Electractech Consulting       Trade Debt                  $2,651

Alliance Packaging            Trade Debt                  $2,047

Travelers Insurance           Trade Debt                  $1,346


AK STEEL: Closes $75 Million Sale of Greens Port Industrial Park
----------------------------------------------------------------
AK Steel Corporation (NYSE: AKS) had completed the sale of a 600-
acre industrial park situated on the Houston Ship Channel to
Greensport Management LLC of Houston, Texas, for approximately $75
million in cash.  AK Steel said it expects the transaction to
generate a second quarter pre-tax gain of approximately $40
million.

Headquartered in Middletown, Ohio, AK Steel -- whose December 31,
2003 balance sheet shows a $52.8 million shareholders'
equity deficit -- produces flat-rolled carbon, stainless and
electrical steel products for automotive, appliance, construction
and manufacturing markets, as well as tubular steel products.


AMERCO: Claims Bar Dates Established with Plan's Effective Date
---------------------------------------------------------------
As the AMERCO Debtors' Plan took effect on March 15, 2004, these
Claims Bar Dates were set:

   April 29, 2004    Professional Claims Bar Date
                     Administrative Claims Bar Date
                     Rejection Damage Claims Bar Date
                     Resolution of prior objections to
                       Administrative Claims

   June 14, 2004     Objection Deadline to Administrative Claims

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)


AMERCO: Declares First of Five Suspended Dividends
--------------------------------------------------
On April 7, 2004, the Board of Directors of AMERCO, the holding
company for U-Haul International, Inc., and other companies,
declared a preferred stock cash dividend of $0.53125 per share on
the Company's Series A, 8-1/2 percent Preferred Stock (NYSE:
A0+A).

The dividend will be payable April 30, 2004 to holders of record
on April 16, 2004.

On March 15, 2004, AMERCO announced it had successfully emerged
from Chapter 11 Bankruptcy protection, restructuring on a
consensual basis its debt and lease obligations with no dilution
to equity holders.

This dividend payment is part of the Company's commitment to
address dividends that were suspended during the restructuring
process. The next regular quarterly dividend is expected in June
2004. The Company expects to declare the four remaining suspended
dividends no sooner than the fall of 2004.

For more information about AMERCO, visit http://www.amerco.com/


AMERICAN REHAB: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: American Rehab and Physical Therapy, Inc.
        P.O. Box 977
        Norristown, Pennsylvania 19404

Bankruptcy Case No.: 04-14562

Chapter 11 Petition Date: April 2, 2004

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Stephen Raslavich

Debtor's Counsel: David A. Scholl, Esq.
                  Law Office of David A. Scholl
                  6 Street Albans Avenue
                  Newtown Square, PA 19073
                  Tel: 610-353-7543

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 11 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Allstate Indemnity Company    Claim Amount for          $470,000
c/o Brian Wall, Esq.          All 5 Judgment Lien
Britt, Hankins, Schaible &    Claims
Moughan
Two Penn Center, Ste 515
Philadelphia, PA 19102-1888

Allstate Insurance Company                               Unknown

Allstate New Jersey Ins. Co.                             Unknown

Commerce Bank                                            Unknown

Deerbrook Insurance Co.                                  Unknown

Encompass Insurance Co.                                  Unknown

Internal Revenue Service                                $200,000

Pennsylvania Dept. of Labor                              $31,000
& Industry

Pennsylvania Dept. of Revenue                            $19,000

Spector, Gadon & Rosen, P.C.                             $28,000

State Farm Insurance Co.                                 Unknown


ANC RENTAL: Court Okays Lehman Commercial Claims Settlement
-----------------------------------------------------------
On March 17, 2004, Lehman Commercial Papers, Inc. timely filed a
proof of claim asserting a superpriority administrative expense
claim arising under a settlement agreement and financing order
aggregating in excess of $60,000,000.

To avoid jeopardizing Plan Confirmation, the ANC Rental Debtors,
the Official Committee of Unsecured Creditors and Lehman worked
diligently to negotiate a resolution of Lehman's claims.  As a
result of extensive discussions, the parties entered into a
settlement, which enable them to avoid the risk, expense, and
potential delay associated with the litigation of their disputes.

The salient terms of the Settlement are:

   (1) Lehman will have an allowed superpriority administrative
       expense claim against the Debtors' estates for $6,500,000
       plus interest under certain conditions;

   (2) Lehman will have an allowed general unsecured claim for
       $87,000,000;

   (3) Lehman will release all of its liens on, and security
       interests against the Debtors' estates;

   (4) The terms and conditions of the professional fee reserve
       established under the order approving the sale of
       substantially all of the Debtors' assets and all other tax
       escrow accounts, will remain in full force and effect.
       Lehman will receive any unused amounts held in the reserve
       and escrow accounts;

   (5) The Debtors' previous payments to Lehman will be final and
       indefeasible;

   (6) The parties will release each other; and

   (7) If the Debtors' cases are converted to Chapter 7 or the
       Plan Effective Date has not occurred on or before
       October 1, 2004, the Settlement will be null and void.

At the request of the Debtors and the Committee, the Court
approves the Settlement.

Bonnie Glantz Fatell, Esq., at Blank Rome LLP, in Wilmington,
Delaware, relates that litigating the issues would be expensive,
uncertain and might achieve a worse result than provided for in
the Settlement.  Furthermore, given the size of the Claim
asserted by Lehman, without fixing the Claim, the feasibility of
the Plan could be in jeopardy.

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)


ASPECT COMMS: Q1 2004 Earnings Conference Call Webcast is Tomorrow
------------------------------------------------------------------
Aspect Communications Inc. (Nasdaq: ASPT) announces the following
Webcast:

    What:      Aspect Communications Q1 2004 Earnings Conference
               Call

    When:      04/15/04
               5:00 p.m. Eastern

    Where:     http://www.firstcallevents.com/service/ajwz404015076gf12.html

    How:       Live over the Internet -- Simply log on to the web
               at the address above. To participate in the live
               call, please dial 800-540-0559 (US) or 785-832-1508
               (International) and reference "Aspect".  A
               telephone replay will be available approximately
               two hours after the call thru 11:59 pm EDT
               Thursday, April 22, 2004.  To access the replay,
               dial 800 839-4012 (US) or 402-220-2981
               (International).  No password is required for the
               replay.

    Contact:   Carrie Kovac
               Senior Manager, Investor Relations
               408-325-2437
               Email:  carrie.kovac@aspect.com
               Fax:  408-325-2888

                  About Aspect Communications

Aspect Communications Corporation (S&P, B Corporate Credit Rating,
Positive) is a leading provider of contact center software and
services that enable businesses to manage and optimize customer
communications.  Aspect's global customer base includes more than
two-thirds of the Fortune 50 and leading corporations in a range
of industries including transportation, financial services,
insurance, telecommunications, retail and outsourcing, as well as
large government agencies. The company's leadership is based on 19
years of expertise. Aspect is headquartered in San Jose, Calif.,
with 24 offices in 11 countries around the world. For more
information, visit Aspect's Web site at http://www.aspect.com/


AURORA: Unsecured Panel Wants More Time to Challenge Bank Fees
--------------------------------------------------------------
Before the Petition Date, the Aurora Foods, Inc. Debtors entered
into a Fifth Amended and Restated Credit Agreement, dated as of
November 1, 1999.  By Amendments dated June 27, 2002, and
February 21, 2003, the Credit Agreement was modified to provide
for two new bank fees -- the Excess Leverage Fee and an Asset Sale
Fee.  Under these amendments, the Bank Fees would have totaled an
aggregate of about $35 million.

In negotiations with the Debtors, the lenders and agents under
the Prepetition Credit Agreement, and other parties-in-interest,
an ad hoc committee of unsecured noteholders challenged the
validity and enforceability of the Bank Fees.  As a result of the
negotiations, and after extensive discussions among the parties-
in-interest and their representatives, the Debtors and the
lenders entered into an Amendment and Forbearance, dated between
October 9 and October 13, 2003.

Laurie Selber Silverstein, Esq., at Potter, Anderson & Corroon,
LLP, in Wilmington, Delaware, relates that under the October
Amendment, the Bank Fees were combined into a single fee.  The
October Amendment also provides that, in the event that the
lenders' claims under the Credit Agreement are paid, without set-
off, by March 31, 2004, the Bank Fees will be limited to
$15,000,000 in the aggregate, and the remainder forgiven.

Before Plan confirmation, R2 Top Hat, Ltd., which owned certain
participation interests in the Prepetition Credit Agreement
before the Effective Date, filed objections to the Plan and
commenced an adversary proceeding against the Debtors.  R2 Top
Hat's position is that the full amount of the Bank Fees is due
and payable, and that it should be entitled to its pro rata share
of approximately $35 million in fees, rather than the $15 million
provided in the October Amendment and allowed under the Plan.
Each of R2 Top Hat's objections has been overruled and summary
judgment has been entered against R2 Top Hat in its adversary
proceeding.  R2 Top Hat is currently pursuing appeals of these
adverse rulings.

Under the Plan, all the Debtors' obligations under the
Prepetition Credit Agreement have been satisfied and discharged
in full and the administrative agent under the Prepetition Credit
Agreement has issued a payoff letter to the Debtors to that
effect.  The Payoff Letter states that payment of an amount
calculated in accordance with the October Amendment will
discharge in full the Debtors' obligations in respect of the Bank
Fees.   In addition, Section 2.2(d) of the Plan specifically
disallows any claim for the Bank Fees in excess of the amounts
provided in the October Amendment.

           Debtors' Stipulations Under the DIP Order

On January 26, 2004, the Court ordered and authorized the Debtors
to enter into agreements to obtain certain postpetition
financing.  The DIP Order contains certain stipulations regarding
the claims of the Debtors' prepetition lenders and agents under
the Prepetition Credit Agreement.  These stipulations operate as
a waiver by the Debtors of "any claims, counterclaims, causes of
action, defenses or set-off rights" against the lenders and
administrative agent under the Prepetition Credit Agreement.

Pursuant to Paragraph 15 of the DIP Order, most of the Debtors'
stipulations and admissions in Paragraph 3 of the DIP Order have
become binding on third parties, including the Committee.  The
penultimate sentence of Paragraph 15 contains a limited exception
to this rule, allowing the Committee to bring any challenge to
the Bank Fees in the event that the October Amendment is itself
successfully challenged, in whole or in part.  However, pursuant
to the final sentence of paragraph 15, the challenge must be
brought by the Committee not later than five days after entry of
the final order on validity and enforceability of the October
Amendment, and in any event not later than April 5, 2004.

Certain of the lenders under the Prepetition Credit Agreement
indicated to the Committee their reservation of rights to seek
additional payments in respect of the Bank Fees.  This is in the
event that any of R2 Top Hat's Appeals are successful in
challenging the validity of the October Amendment in any way, Ms.
Silverstein says.

By this motion, the Official Committee of Unsecured Creditors
asks the Court to modify the DIP Order to preserve the
Committee's right to challenge the Bank Fees in the event that
the October Amendment is itself successfully challenged, whether
in whole or in part.

The Court will convene a hearing on May 4, 2004 to consider the
Debtors' request.  By application of Del.Bankr.LR 9006-2, the
Committee's deadline to challenge the Bank Fees is automatically
extended until the conclusion of that hearing.

Aurora Foods Inc. -- http://www.aurorafoods.com/-- based in St.
Louis, Missouri, produces and markets leading food brands,
including Duncan Hines(R) baking mixes; Log Cabin(R), Mrs.
Butterworth's(R) and Country Kitchen(R) syrups; Lender's(R)
bagels; Van de Kamp's(R) and Mrs. Paul's(R) frozen seafood; Aunt
Jemima(R) frozen breakfast products; Celeste(R) frozen pizza; and
Chef's Choice(R) skillet meals.  With $1.2 billion in reported
assets, Aurora Foods, Inc., and Sea Coast Foods, Inc., filed for
chapter 11 protection on December 8, 2003 (Bankr. D. Del. Case No.
03-13744), to complete a pre-negotiated sale of the company to
J.P. Morgan Partners LLC, J.W. Childs Equity Partners III, L.P.,
and C. Dean Metropoulos and Co.  Judge Walrath confirmed the
Debtors' pre-packaged plan on Feb. 20, 2004.  Sally McDonald
Henry, Esq., and J. Gregory Milmoe, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP provide Aurora with legal counsel, and David Y.
Ying at Miller Buckfire Lewis Ying & Co., LLP provides financial
advisory services. (Aurora Foods Bankruptcy News, Issue No. 11;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


BEAR STEARNS: S&P Gives Preliminary Ratings to 2004-TOP14 Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services today assigned its preliminary
ratings to Bear Stearns Commercial Mortgage Securities Trust 2004-
TOP14's $894.5 million commercial mortgage pass-through
certificates series 2004-TOP14.

The preliminary ratings are based on information as of April 12,
2004. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans. Classes A-1, A-2, A-3,
A-4, B, C, D, and E are currently being offered publicly. Standard
& Poor's analysis determined that, on a weighted average basis,
the pool has a debt service coverage ratio of 2.02x, a beginning
LTV of 78.6%, and an ending LTV of 66.4%. Unless otherwise
indicated, all calculations in the presale report were based on
the aggregate indebtedness of the U.S. Bank Tower pari passu
loans.

                 PRELIMINARY RATINGS ASSIGNED
   Bear Stearns Commercial Mortgage Securities Trust 2004-TOP14

        Class              Rating        Amount ($)
        A-1                AAA          104,000,000
        A-2                AAA          118,000,000
        A-3                AAA          122,000,000
        A-4                AAA          442,061,000
        B                  AA            23,482,000
        C                  AA-            7,827,000
        D                  A             17,890,000
        E                  A-             8,945,000
        F                  BBB+          10,064,000
        G                  BBB            5,591,000
        H                  BBB-           7,827,000
        J                  BB+            4,472,000
        K                  BB             4,473,000
        L                  BB-            2,236,000
        M                  B+             2,236,000
        N                  B              2,237,000
        O                  B-             2,236,000
        P                  N.R.           8,945,781
        X-1*               AAA        894,522,781**
        X-2*               AAA        851,525,000**

                * Interest-only class.
               ** Notional amount.


BUCYRUS INT'L: S&P Puts Ratings on Watch Positive over IPO Filing
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on South
Milwaukee, Wisconsin-based Bucyrus International Inc., including
its 'B-' corporate credit rating, on CreditWatch with positive
implications. This action follows the company's filing of a
registration statement for an IPO of common stock with maximum
aggregate gross proceeds of $155 million.

"In addition to weighing the benefits of debt reduction, Standard
& Poor's will review management's business and operating plans and
financial policy before taking further rating action," said
Standard & Poor's credit analyst John Sico. "If an improved credit
profile is judged to be sustainable, an upgrade is possible."

The IPO is expected to take place by the end of the third quarter
of 2004, and Bucyrus is expected to use the proceeds from the
offering and proceeds from a new senior secured credit facility
established concurrently with the offering to retire outstanding
senior unsecured notes and bank debt. These transactions, if
consummated, are expected to improve the capital structure and
improve credit quality. Before the transaction, total debt to
EBITDA stood at 6.7x at the end of 2003, and following application
of the proceeds from the IPO, leverage is expected to decline
considerably. Standard & Poor's will withdraw its ratings on
the $150 million 9.75% senior unsecured notes due in 2007 when the
transaction is completed and expects to rate the new $150 million
in senior secured credit facilities.

Bucyrus is one of the world's leading manufacturers of large-scale
excavation equipment used in surface. Bucyrus machines are used
throughout the world by customers mining copper, coal, oil sands,
iron ore, and other minerals.


BUDGET GROUP: Reaches Pact Settling Cendant Parties' Claims
-----------------------------------------------------------
Additional disputes arose between the Budget Group Debtors and
Cendant Corporation and Cherokee Acquisition Corporation following
the commencement of an Adversary Proceeding, including the issue
on which party is responsible for paying certain disputed claims.

After extensive negotiations, the U.S. Debtors, the Official
Committee of Unsecured Creditors and the Cendant Parties agree to
resolve fully and finally all issues concerning:

   (1) the dispute regarding the Debtors' and the Cendant
       Parties' obligations with respect to the Cherokee Asset
       and Stock Purchase Agreement;

   (2) the Adversary Proceedings;

   (3) the disputed claims;

   (4) Cherokee's Administrative Proof of Claim for $3,796,963;
       and

   (5) various other pending issues between the parties related
       to the consummation of the Cherokee Asset and Stock
       Purchase Agreement.

The salient terms of the Settlement Agreement are:

   -- Monetary Disputes

      In settlement of all monetary disputes between the Debtors
      and the Cendant Parties:

      (a) the Debtors will pay $1,191,501 from the U.S. Estates
          to the Cendant Parties; and

      (b) the remaining sums in the Cure Reserve will be paid to
          the Cendant Parties.

   -- Employment Claims

      Four Disputed Employment Claims will be assigned to, and
      assumed by Cherokee under the Cherokee ASPA.  All Disputed
      Employment Claims not included in the Settlement Agreement
      will remain solely the U.S. Debtors' liability.

   -- Disputed Claims

      These Disputed Claims will be assigned to, and assumed by
      Cherokee under the Cherokee ASPA:

      (a) 1,352 Litigation Claims;
      (b) 892 Accounts Payable Claims;
      (c) 16 Environmental, 134 Insurance;
      (d) 96 Employee Claims;
      (e) 82 Claims related to Personal Property Leases;
      (f) 165 Miscellaneous Claims;
      (e) 67 Claims Removed from the Third Omnibus Objection to
          Claims;
      (f) 4 Disputed Employment Claims; and
      (g) the Duprat Employment Claim.

      The Duprat Employment Claim will constitute a claim against
      Budget Lococao de Veiculos Ltda, a Cherokee subsidiary.

   -- U.S. Estates' Retained Claims

      The U.S. Debtors will retain:

      (a) the Arizona Breach of Contract Claim;
      (b) the False Arrest Claims;
      (c) 12 Disputed Employment Claims; and
      (d) the PI claim

      The Retained Claims will constitute claims solely against
      the U.S. Debtors' Estates.  The Cendant Parties will
      reimburse the U.S. Debtors for up to 1/2 of the U.S.
      Debtors' Estates PI Claim Distribution Amount and the
      Estates' Specified Retained Employment Claims Distribution
      Amount.  The reimbursement will be distributed to the
      holders of PI Claims and Specified Retained Employment
      Claims, if any, pursuant to the Plan.

   -- Miscellaneous Issues

      (a) The Debtors will assign to Cherokee certain insurance
          policies and programs and the Louisville Lease.
          Cherokee will be responsible for any outstanding Cure
          Costs associated therewith.  Cherokee will make the
          insurance policies available to the Debtors with
          respect to any claim the Debtors retained and otherwise
          covered by the policies;

      (b) Cherokee will grant the U.S. Estates and BRACII access
          to relevant documents and persons with knowledge of the
          relevant facts to assist with the resolution of the
          Debtors' Retained Claims.  This is subject to
          reimbursement of Cherokee's reasonable out-of-pocket
          expenses.  Cherokee may suspend performance if the
          Debtors fail to meet payment obligations provided in
          the Settlement Agreement;

      (c) The parties agree to document the retention policies,
          which will preserve the documents potentially required
          by the Debtors in the administration of the estates and
          resolution of claims; and

      (d) Cherokee will continue to provide support services that
          it provided to the Debtors since the Cherokee Closing
          Date, provided that the Debtors compensate Cherokee in
          accordance with the terms of the Settlement Agreement.

   -- Effective Date

      The Settlement Agreement will become effective on the
      satisfaction or waiver by the parties of these conditions:

      (a) Court approval of the Settlement Agreement;

      (b) Confirmation of the Plan;

      (c) The Plan becoming effective;

      (d) Cherokee's receipt of the payment contemplated in
          the Settlement Agreement; and

      (e) The Debtors' assumption and assignment to Cherokee of
          the insurance policies and the Louisville Lease.

      The parties may terminate the Settlement Agreement if the
      conditions to its effectiveness have not be satisfied or
      waived by June 15, 2004.

William Bowden, Esq., at Ashby & Geddes, in Wilmington, Delaware,
tells the Court that the consummation of the Settlement Agreement
will greatly facilitate the confirmation and tabulation of votes
and administration of the Plan.  The Settlement Agreement will
provide the holders of Disputed Claims with clarity as to the
status and treatment of their claims under the Plan.  The
Settlement Agreement also provides a protocol for the cooperative
and efficient retention of documents and availability of Cherokee
personnel.  This will aid in the U.S. Debtors going forward.

Accordingly, the Debtors and the Committee ask the Court to
approve the Settlement Agreement.

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)


CALPINE: Pursuing Noteholders' Consent to Effect Amendments
-----------------------------------------------------------
Calpine Corporation (NYSE: CPN) announced the commencement of a
consent solicitation to effect certain amendments to the
Indentures governing the following outstanding Calpine public debt
securities:

    -- 10-1/2% Senior Notes due 2006 (CUSIP 131347-AD-8)
    -- 8-3/4% Senior Notes due 2007 (CUSIP 131347-AF-3)
    -- 7-7/8% Senior Notes due 2008 (CUSIP 131347-AJ-5)
    -- 7-5/8% Senior Notes due 2006 (CUSIP 131347-AL-0)
    -- 7-3/4% Senior Notes due 2009 (CUSIP 131347-AM-8)

The Indentures to be modified govern the Senior Notes issued by
Calpine between 1996 and 1999. The purpose of the proposed
amendments is to conform certain of the covenants in these
Indentures to comparable provisions in the Indentures and other
financing instruments governing the non-convertible debt issued by
Calpine in 2003.

Among other things, the amendments would provide Calpine's
subsidiaries with greater flexibility to do the following: (i)
incur liens to secure obligations arising under power and fuel
contracts and contracts for commercial and trading activities in
the ordinary course of business, (ii) issue preferred stock in
connection with financing and asset monetization transactions,
provided the proceeds of such issuance are used in the same
manner as though the subsidiary had issued non-recourse project
debt, and (iii) agree to restrictions on dividends and related
restrictive covenants in connection with certain types of approved
financing and commercial transactions.

The proposed amendments to each Indenture require the consent of
the holders of at least a majority of the outstanding principal
amount of the series of Notes governed by such Indenture. Upon the
adoption of the proposed amendments with respect to any series of
Notes, a fee of $5.00 for each $1,000 principal amount of Notes of
such series will be paid to each holder of Notes of such series
who validly deliver a consent prior to the expiration of the
consent solicitation.

The consent solicitation will expire at 5:00 p.m. Eastern Daylight
Time on Friday, April 23, 2004, unless extended. Adoption of the
proposed amendments for any series of Notes is not conditioned
upon receipt of requisite consents for any other series of Notes.

Goldman, Sachs & Co. is acting as the exclusive Solicitation Agent
for the consent solicitation. Questions regarding details of the
transaction may be directed to the Solicitation Agent at 877-686-
5059. Requests for documentation should be directed to Carmella
Casanova at Bondholder Communications Group, the Information
Agent, at 888-385-2663.

Calpine Corporation (S&P, CCC+ Senior Unsecured Convertible Note
and B Second Priority Senior Secured Note Ratings, Negative
Outlook), celebrating its 20th year in power in 2004, is a
leading North American power company dedicated to providing
electric power to wholesale and industrial customers from clean,
efficient, natural gas-fired and geothermal power facilities. The
company generates power at plants it owns or leases in 21 states
in the United States, three provinces in Canada and in the United
Kingdom. Calpine is also the world's largest producer of renewable
geothermal energy, and owns or controls approximately one trillion
cubic feet equivalent of proved natural gas reserves in Canada and
the United States. The company was founded in 1984 and is publicly
traded on the New York Stock Exchange under the symbol CPN. For
more information about Calpine, visit http://www.calpine.com/


CATELLUS DEVELOPMENT: S&P Raises Corporate Credit Rating to BB+
---------------------------------------------------------------
Standard & Poor's raised its corporate credit rating on Catellus
Development Corp. to 'BB+' from 'BB'. The outlook remains
positive. The company currently has no publicly rated securities
outstanding.

"The upgrade reflects the benefits from Catellus' recent
conversion to a real estate investment trust (REIT), as well as
management's stated desire to focus operations on the core
industrial portfolio and the possibility of eventually
incorporating an unsecured financing strategy," said Standard &
Poor's credit analyst Scott Robinson. "The positive outlook
anticipates ongoing progress toward achieving these objectives,
including the full liquidation of non-core assets, as well as a
continuation of comparatively good operating results."

Management has done a commendable job expanding the stabilized
operating portfolio while profitably divesting of non-core assets.
This expansion, when combined with the recent REIT conversion,
will result in a more stable and predictable revenue stream and
has laid the foundation for an improved financial profile.
Standard & Poor's will continue to monitor management's progress
of paring down non-core business investments and evaluate evolving
financing policies to determine the potential for additional
longer-term ratings improvement.


CEDA MILLS INC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Ceda Mills, Inc.
        2207 Hanna Street
        New Castle, Pennsylvania 16101

Bankruptcy Case No.: 04-24452

Type of Business: The Debtor is a steel finishing company that
                  rolls, anneals and slits steel into strips
                  used by the auto industry, appliance
                  manufacturers and others.

Chapter 11 Petition Date: April 2, 2004

Court: Western District of Pennsylvania (Pittsburgh)

Judge: Bernard Markovitz

Debtor's Counsels: John P. Lacher, Esq.
                   Robert O Lampl, Esq.
                   960 Penn Avenue, Suite 1200
                   Pittsburgh, PA 15222
                   Tel: 412-392-0330
                   Fax: 412-392-0335

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


CENTERPOINT: Fitch Further Junks Series 1999-1 Class C Notes
------------------------------------------------------------
Fitch Ratings downgrades the following class of notes for
Centerpoint Funding Company I, LLC, Series 1999-1.

--Class C Lease-Backed Notes are downgraded to 'CC' from 'CCC';
--The Class B Lease-Backed Notes are affirmed at 'BBB-';
--The Class D Lease-Backed Notes remain rated 'C'.

In its review of the Centerpoint Funding Company I, LLC 1999-1
transaction, Fitch noted consistently high delinquency levels and
analyzed expected losses and the credit enhancement that would be
available to cover those losses for each class of notes. Based on
this review, the class B notes are affirmed at 'BBB-' and the
class C notes remain rated 'C'.

The class C notes are downgraded to 'CC' from 'CCC', as a result
of the increasing undercollateralization position. As of the
February 2004 payment date the class C credit enhancement is -
15.79% compared to -1.71% during Fitch's previous rating action on
July 10, 2003. The increasing undercollateralization of the
transaction is a result of minimal recovery experience on prior
defaults. While the pace of defaults has leveled off during this
time frame, the rate of recoveries has not increased enough to
off-set prior portfolio deterioration. To date the transaction has
witnessed $2,024,861 in defaults and $368,696 in recoveries.

Fitch will continue to closely monitor this transaction and may
take additional rating action in the event of changes in
performance and credit enhancement measures.


CHIQUITA BRANDS: Chairman Cyrus Freidheim to Retire from Board
--------------------------------------------------------------
Chiquita Brands International, Inc. (NYSE: CQB) announced that
Cyrus F. Freidheim, Jr., 68, will retire as chairman and director
at Chiquita's May 25 Annual Meeting of Shareholders.

Fernando Aguirre, 46, president and chief executive officer, will
assume responsibilities as chairman of the board.

"Cyrus has provided strong leadership over the past two years,"
Aguirre said. "His contributions have helped Chiquita deliver on
our financial turnaround and have provided a solid foundation for
our continuing transformation and growth. After I joined the
company in January, Cyrus ensured a smooth transition by
generously sharing his knowledge, expertise, contacts and
guidance.

"We thank Cyrus for his leadership, without which Chiquita would
not be where it is today," Aguirre said.

"A few years ago, I was asked by the board to lead Chiquita as it
emerged from bankruptcy," Freidheim said. "We had three major
tasks: (1) put Chiquita in a strong financial and profitable
position; (2) set a new direction for profitable growth; and (3)
establish a new leadership team for the future. We have delivered
on those commitments. The board and I have concluded that the
transition to new leadership has been successfully completed, and
I believe the time is now right for me to retire.

"I have the fullest confidence in Chiquita's future under Fernando
as a more consumer- and marketing-centric organization," Freidheim
said. "In fact, I firmly believe the company is well-positioned to
achieve greater success than ever.

"It has been a privilege to serve as chairman and CEO of
Chiquita," Freidheim said. "I have enjoyed the challenges of the
turnaround, and I will miss working with Chiquita's dedicated and
talented employees."

Freidheim joined Chiquita's board in March 2002 as he was retiring
as vice chairman of Booz Allen Hamilton, a consulting firm, and
was immediately elected chairman, CEO and president of Chiquita.

The restricted stock and stock options previously granted to
Freidheim will vest immediately upon his retirement in accordance
with a prior arrangement. The remaining noncash expense of these
awards of approximately $3.6 million will be recorded in the first
quarter 2004 instead of over the course of the original vesting
periods.

Chiquita Brands International (S&P, B Corporate Credit Rating,
Positive) is a leading international marketer, producer and
distributor of high-quality fresh and processed foods. The
company's Chiquita Fresh division is one of the largest banana
producers in the world and a major supplier of bananas in North
America and Europe. Sold primarily under the premium Chiquita(R)
brand, the company also distributes and markets a variety of other
fresh fruits and vegetables.  Additional information is available
at http://www.chiquita.com/


CMS ENERGY: Gains $54 Mil. from Australian Power Plant & Mine Sale
------------------------------------------------------------------
CMS Energy (NYSE: CMS) and its partners have closed on the sale of
the 2,000-megawatt Loy Yang power plant and adjacent coal mine in
Australia for about $3.5 billion Australian (approximately $2.6
billion in U.S. dollars), including $145 million Australian for
the project equity.

CMS Energy owned 49.6 percent of the Loy Yang project.  NRG Energy
Inc. and Horizon Energy Australia Investments each owned about 25
percent.  CMS Energy's share of the proceeds was about $71 million
Australian (about $54 million in U.S. dollars), subject to closing
adjustments and transaction costs.  CMS Energy estimates that it
will recognize on a GAAP (Generally Accepted Accounting
Principles) basis approximately an $80 million after-tax loss in
the first quarter, smaller than previous guidance, primarily
related to prior currency translation adjustments.  Ongoing
earnings (non-GAAP) are not impacted by the sale.

The power plant and coal mine were sold to the Great Energy
Alliance Corporation (GEAC), formed in 2003 by the Australian Gas
Light Company (AGL), the Tokyo Electric Power Company, Inc.
(TEPCO), and a group of financial investors led by the
Commonwealth Bank of Australia.

The brown coal-fired plant is the largest generator in Victoria,
Australia, accounting for about 24 percent of the state's
electricity generation.

CMS Energy (Fitch, B- Preferred Share Rating, Stable Outlook) is
an integrated energy company, which has as its primary business
operations an electric and natural gas utility, natural gas
pipeline systems, and independent power generation.

For more information on CMS Energy, visit its Web site at
http://www.cmsenergy.com/


CONSECO SENIOR: Fitch Cuts Insurer Fin'l Strength Rating to CCC-
----------------------------------------------------------------
Fitch Ratings downgraded the insurer financial strength rating of
Conseco Senior Health Insurance Company to 'CCC-' from 'B' and
placed the rating on Rating Watch Evolving. The key driver of the
rating action is the deteriorating operating performance,
investment writedowns, declining capital adequacy, and the run-off
nature of most of the company's in-force business. The combination
of these items has led Fitch to determine that CSH no longer fits
within the operating profile which would allow it to carry the
group rating for Conseco's insurance companies of 'B'.

The Rating Watch Evolving status reflects the potential
implications of the company's regulatory filing with the Florida
Department of Insurance for 1) non-renewal of some of CSH's
guaranteed renewal home healthcare policies sold in the State of
Florida, and 2) a significant rate increase on the same Florida
business. The Florida Department of Insurance is currently
considering these filings, and CSH will consider its course of
action after the Florida Department of Insurance decision.

Legislation does exist which allows for such a policy change to
occur without an official regulatory takeover of the company.
However, Fitch views the potential non-renewal of the Florida
policies as an indication of CSH's willingness to change the terms
of its guaranteed renewable policies, which are contracted to be
renewable at the option of the policy holder alone. If CSH is
successful in its non-renewal filing and takes such action, Fitch
will take further negative action on CSH's ratings as it would
qualify as a default under Fitch's rating criteria. If CSH is
unsuccessful in its non-renewal filing, then Fitch will evaluate
Conseco's willingness to support the capital needs of CSH which
could lead to favorable rating actions.

Conseco Senior Health Insurance Company is a Pennsylvania
domiciled insurer whose primary product is long-term care
insurance. The company had $2.9 billion of admitted assets and
$135 million of adjusted surplus at December 31, 2003.


COTT: Taps Georgeson Shareholder as Proxy Solicitation Agent
------------------------------------------------------------
Georgeson Shareholder announces that it has been engaged by Cott
Corporation to act as the Proxy Solicitation Agent for the
upcoming Annual & Special Meeting. The meeting will be held at the
Glenn Gould Studio, Canadian Broadcasting Centre, 250 Front Street
West, Toronto, Ontario at 8:30a.m. Tuesday, April 27, 2004.

Cott Corporation (S&P, BB Long-Term Corporate Credit and BB+
Senior Secured Debt Ratings) is the world's largest retailer brand
soft drink supplier, with the leading take home carbonated soft
drink market shares in this segment in its core markets, the
United States, Canada and the United Kingdom.

GEORGESON SHAREHOLDER is the leading provider of Proxy
Solicitation and other shareholder response services in Canada. GS
has a proven track record over the past 20 years of providing
proactive communication services to thousands of corporations
worldwide. GS is a wholly owned subsidiary of Georgeson
Shareholder Communications, Inc., a global organization with
offices in Toronto, Calgary, New York, London, Paris, Rome, Sydney
and Johannesburg.


COVANTA: Claims Classification & Treatment Under the Tampa Plan
---------------------------------------------------------------
Pursuant to Section 1123(a)(1) of the Bankruptcy Code,
Administrative Expense Claims and Priority Tax Claims are not
classified for purposes of voting or receiving distributions
under the Covanta Tampa Debtors' Joint Plan of Reorganization.
Instead, these claims are treated separately:

A. Administrative Expense Claims

   Except to the extent that the Covanta Tampa Debtors and an
   Allowed Administrative Expense Claimholder agree to less
   favorable treatment and except as provided in the Covanta
   Tampa Plan, each Reorganizing Debtor will pay to each Allowed
   Administrative Expense Claimholder, in full satisfaction,
   settlement, release and discharge of and in exchange for the
   Allowed Administrative Expense.

B. Compensation and Reimbursement Claims

   Other than the Substantial Contribution Claims, all Retained
   Professionals and persons employed by or serving as
   independent contractors to the Covanta Tampa Debtors in
   connection with their reorganization efforts that are seeking
   an award by the Court of compensation for services rendered or
   reimbursement of expenses incurred through and including the
   Confirmation Date under Sections 503(b)(2), 503(b)(3),
   503(b)(4) or 503(b)(5) of the Bankruptcy Code, will file and
   serve on counsel for the Reorganizing Debtors and, as
   otherwise required by the Court and the Bankruptcy Code, their
   final applications for allowance of compensation for services
   rendered and reimbursement of expenses incurred on or before
   the date that is 45 days after the Plan Effective Date.

   The Covanta Tampa Debtors may pay in full, within 30 days of
   the Claims being allowed by the Court, the amounts payable as
   are allowed by the Court, after notice and hearing, or upon
   other terms as may be mutually agreed upon with the Allowed
   Administrative Expense Claimholder and, in each case, approved
   by the Court after notice and hearing.

C. Priority Tax Claims

   (a) Tax Claims Solely Against Reorganizing Debtors

       Each holder of an Allowed Priority Tax Claim that may be
       asserted solely against the Covanta Tampa Debtors will
       receive in full satisfaction, settlement, release and
       discharge of and in exchange for the Allowed Priority Tax
       Claim, Cash from the proceeds of the Settlement Funds --
       under the Settlement Agreement with Tampa Bay Water -- in
       an amount equal to the unpaid portion of the Allowed
       Priority Tax Claim on or as soon as practical after the
       later of:

          (i) 30 days after the Effective Date; or

         (ii) 30 days after the date on which the Priority Tax
              Claim becomes allowed.

   (b) Tax Claims For Which Covanta Is Liable

       Each Allowed Priority Tax Claim for which Covanta Energy
       Corporation is liable in addition to a Covanta Tampa
       Debtor will be treated in accordance with the provisions
       of Covanta's confirmed Plan of Reorganization, in full
       satisfaction, settlement, release, and discharge of the
       Allowed Priority Tax Claim.

D. DIP Financing Facility Claims

   On the Effective Date, the Covanta Tampa Debtors, using the
   proceeds of the Settlement Funds, will repay all of their
   obligations outstanding to the DIP Lender under the DIP
   Financing Facility.  Accordingly, all commitments under the
   DIP Facility will automatically and irrevocably terminate with
   respect to the Reorganizing Debtors.

E. Covanta Administrative Claim

   On the Effective Date, the Covanta Tampa Debtors will pay the
   Covanta Administrative Expense Claim in Cash from the proceeds
   of the Settlement Funds.

The Covanta Tampa Debtors' Plan classifies Claims and Equity
interests into:

Class  Description                Status       Voting Right
-----  -----------                ------       ------------
  1    Allowed Priority           Unimpaired   Deemed to Accept
       Non-Tax Claim

  2    Allowed Secured Claims     Impaired     Entitled to Vote

  3A   Allowed Unsecured Claims   Impaired     Entitled to Vote

  3B   Allowed Intercompany       Impaired     Entitled to Vote
       Claims

  4    Allowed Third Party        Impaired     Entitled to Vote
       Claims

  5    Allowed Equity             Unimpaired   Deemed to Accept
       Interests in the
       Reorganizing Debtors

The classification of Claims and Equity Interests will be
applicable for all purposes, including confirmation, and
distribution pursuant to the Covanta Tampa Plan.  As to each
Covanta Tampa Debtor, a Claim or Equity Interest will be deemed
classified in a particular Class only to the extent that the
Claim or Equity Interest qualifies within the description of that
Class and will be deemed classified in a different Class to the
extent that any remainder of the Claim or Equity Interest
qualifies within the description of the different Class.  A Claim
or Equity Interest is in a particular Class only to the extent
that the Claim or Equity Interest is allowed in that Class and
has not been paid or otherwise settled before the Effective Date.

The Covanta Tampa Plan provides for this recovery to creditors
and interest holders:

Class  Description           Recovery under the Plan
-----  -----------           -----------------------
  1    Allowed Priority      Paid in full, in Cash from the
       Non-Tax Claim         proceeds of the Settlement Funds

  2    Allowed Secured       On the Effective Date, at the option
       Claims                of the Covanta Tampa Debtors and in
                             accordance with Section 1124 of the
                             Bankruptcy Code, all Allowed Claims
                             will be treated pursuant to one of
                             these alternatives:

                             (a) The Plan will leave unaltered
                                 the legal, equitable and
                                 contractual rights to which the
                                 Allowed Secured Claim in
                                 Class 2 entitles the holder;

                             (b) The Reorganizing Debtors or
                                 Reorganized Debtors will cure
                                 any default that occurred before
                                 or after the Petition Date;

                                 The maturity of the Secured
                                 Claim will be reinstated as
                                 the maturity existed prior to
                                 any default;

                                 The holder of the Allowed
                                 Secured Claim will be
                                 compensated for any damages
                                 incurred as a result of any
                                 reasonable reliance by the
                                 holder on any right to
                                 accelerate its claim; and

                                 The legal, equitable and
                                 contractual rights of the
                                 holder will not otherwise be
                                 altered;

                             (c) An Allowed Secured Claim will
                                 receive another treatment as
                                 the Reorganizing Debtors, or
                                 Reorganized Debtors, and the
                                 Allowed Secured Claim holder
                                 will agree; or

                             (d) The Reorganizing Debtors will
                                 surrender all of the collateral
                                 for the Allowed Secured Claim to
                                 the holder of the Claim.

  3A   Allowed Unsecured     Allowed Class 3A Claimholders will
       Claims                receive their Pro Rata Class Share
                             of the Net Settlement Funds
                             calculated based on the amount of
                             their Allowed Class 3 Claim on the
                             applicable Distribution Dates.

  3B   Allowed Intercompany  In the event that there are
       Claims                sufficient Net Settlement Funds to
                             pay all Allowed Class 3A Claims, the
                             Class 3B Intercompany Claimholders
                             will receive Distributions on the
                             applicable Distribution Dates, after
                             all Allowed Class 3A Unsecured
                             Claims have been paid in full,
                             equal to their Pro Rata Class Share
                             of the Net Settlement Funds
                             remaining after paying all Allowed
                             Class 3A Unsecured Claims,
                             calculated based on the amount of
                             their Allowed Class 3B Claim.

  4    Allowed Third Party   Any Allowed Class 4 Claimholder
       Claim                 will be entitled to the Judgment
                             Reduction Protection provided under
                             the Covanta Tampa Plan, in full and
                             complete satisfaction of their
                             Allowed Class 4 Claims.

  5    Allowed Equity        On and after the Effective Date,
       Interests in the      in consideration of, among others,
       Reorganizing          Covanta's agreement to provide the
       Debtors               to the Covanta Tampa Debtors, the
                             agreement and consent of Covanta to
                             the terms of the Tampa Bay Water
                             Settlement, and Covanta's agreement
                             to limit its Administrative Expense
                             Claim to the amount of the Covanta
                             Administrative Expense Claim, each
                             holder of an Equity Interest will
                             retain the Equity Interest.

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)


CURRY CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Curry Construction, Inc.
        101 Cuthbert Street
        Philadelphia, Pennsylvania 19106

Bankruptcy Case No.: 04-13960

Type of Business: The Debtor provides construction services.

Chapter 11 Petition Date: March 19, 2004

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Stephen Raslavich

Debtor's Counsel: Aris J. Karalis, Esq.
                  Maureen P. Steady, Esq.
                  Ciardi, Maschmeyer & Karalis, P.C.
                  1900 Spruce Street
                  Philadelphia, PA 19103
                  Tel: 215-546-4500

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
BAM Drywall                                $176,775

Dzwil Excavation & Concrete                $142,434

Riverview Electrical                       $129,802

Access Mechanical                          $115,879

Cassidy & Son                              $111,733

Accurate                                    $82,749

A&S Sprinkler                               $80,404

Phoenix Mechanical                          $72,500

Dominic Garfolo Mechanical                  $63,572

Eagle Mechanical                            $50,840

Malloy Construction                         $42,595

AMC Fire Protection                         $41,000

Custom Electric                             $33,176

Suburban Plumbing                           $28,022

Paul C. Voltz                               $26,691

Siravo                                      $26,180

John R. Stairiker                           $25,271

Shihadeh Carpets                            $25,027

R&R Construction                            $24,419

Fairway Elevator                            $22,822


D'ANDREA RANCH CO: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: D'Andrea Ranch Company, LLC
        8780 Auburn Folsom Road
        Granite Bay, California 95746

Bankruptcy Case No.: 04-51040

Chapter 11 Petition Date: April 9, 2004

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni, Ltd.
                  417 West Plumb Lane
                  Reno, NV 89509
                  Tel: 775-786-7600
                  Fax: 775-786-7764

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $100,000 to $500,000

Debtor's 4 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Jenamar, LLC                  Money Loaned              $100,000

Wilson & Quint, LLP           Legal Services              $5,000

D'Andrea Nevada Properties    Alleged Ptnshp.                 $1
LLC

D'Andrea Nevada Properties    Alleged Ptnshp.                 $1
LLC


DEUTSCHE MORTGAGE: Fitch Takes Rating Actions on 1998-C1 Notes
--------------------------------------------------------------
Deutsche Mortgage & Asset Receiving Corp.'s commercial mortgage
pass-through certificates, series 1998-C1, are downgraded by Fitch
Ratings as follows:

        --$45.4 million class G to 'B' from 'BB';
        --$18.2 million class H to 'B-' from 'B+';
        --$22.7 million class J to 'CCC' from 'B-';
        --$22.7 million class K to 'CC' from 'CCC';
        --$40.9 million class L to 'D' from 'C'.

Additionally, classes G and H remain on Rating Watch Negative,
while class J is removed. The following classes are affirmed by
Fitch:

        --$52.9 million class A-1 'AAA';
        --$852.4 million class A-2 'AAA';
        --Interest-only class X 'AAA';
        --$109 million class B 'AA';
        --$109 million class C 'A';
        --$99.9 million class D 'BBB';
        --$27.2 million class E 'BBB-';
        --$45.4 million class F 'BB+'.

The $29.1 million class M certificates are not rated by Fitch.

The downgrades reflect continuing deterioration in the pool's
collateral performance and losses which Fitch expects will reduce
class M to zero and impact class L. Classes G and H are maintained
on RWN due to interest shortfalls.

As of the March 2004 distribution date, 10 loans were real estate-
owned (REO) (5%), five in foreclosure (1.6%), one 90 days
delinquent (0.4%) and two 30 days delinquent (0.4%). The REOs
include the Healthcare Capital portfolio (3.8%), a group of eight
cross-collateralized, cross-defaulted loans, secured by skilled
nursing homes. At issuance, the facilities were net leased to
affiliates of Sun Healthcare Group, Inc. (Sun), operating as
Sunrise. After Sun filed Chapter 11 Bankruptcy in 1999, the
underlying collateral deteriorated significantly. Three of the
eight properties were sold previously but none of the realized
losses have been taken so far due to the cross-collateralization
and cross-default provisions. The remaining five properties have
been sold and significant losses will be passed through the trust
with the April distribution date.

Fitch remains concerned with the Homewood Suites portfolio (3.4%)
a group of five cross-collateralized, cross-defaulted loans. Due
to poor performance, the loan terms have been modified, reducing
the interest rate and making the loans interest-only for 30
months. However, in exchange for modification the borrower has
committed to contributing funds to cure deferred maintenance.

As of the March 2004 distribution date, the pool's aggregate
certificate balance has been reduced by approximately 18.8% to
$1.47 billion from $1.82 billion at issuance. A total of 31 loans
(12%) were in special servicing. Seven loans (5%) have been
defeased since issuance. Realized losses in the pool total $12.4
million to date, or 0.7% of the original principal balance. Fitch
will continue to monitor this transaction for developments on the
loans in special servicing and any other potential issues.


DII IND.: Court Grants Protective Order Against Insurers' Requests
------------------------------------------------------------------
Eric T. Moser, Esq., at Kirkpatrick & Lockhart LLP, in Pittsburgh,
Pennsylvania, complains that in defiance of the Court's
determination that the DII Industries, LLC Debtors' insurers are
not their creditors and therefore lack standing to assert the
rights of third parties to seek dismissal of the Debtors' Chapter
11 Cases as bad faith filings, certain insurance companies have
served the Debtors, Halliburton Company and the Futures
Representative with voluminous and burdensome discovery requests.
The Debtors contend that the Discovery Requests have no direct
bearing on any conceivable interest of the Insurers that might be
implicated by the Debtors' Plan.

Based on the Court's Standing Opinion, the only conceivable issue
the Insurers have standing to address is whether the Plan is in
fact insurance neutral.  No doubt recognizing that the issue of
insurance neutrality is purely a question of law, which requires
little discovery, the Insurers propounded only three
interrogatories that have any conceivable connection to the issue
of insurance neutrality.

The remaining 12 interrogatories and 22 requests for production
of documents are extraordinarily broad and burdensome and relate
to virtually every aspect of the Debtors' operations and their
Chapter 11 Cases, but bear no relationship whatsoever to any
matter affecting the Insurers' rights and interests.

Discovery Request     Subject Matter       Principal Objection
-----------------     --------------       -------------------
Interrogatory No. 1   Unpaid customer or   Relates to good faith
                      vendor orders        of Chapter 11 filings

Interrogatory No. 2   Financial defaults   Relates to good faith
                      as of the            of Chapter 11 filings
                      Petition Date

Interrogatory No. 3   Communications       Relates to good faith
                      relating to the      of Chapter 11 filings
                      Debtors ability to
                      Satisfy asbestos
                      and silica claims

Interrogatory No. 4   Corporate            Insurers are not
                      restructuring        creditors of the
                      transactions since   Debtors
                      1/1/1998

Interrogatory No. 5   Persons with whom    Insurers are not
                      the Debtors          creditors of the
                      discussed any        Debtors
                      aspect of the Plan
                      Documents

Interrogatory No. 6   Agreements reached   Insurers are not
                      in connection with   creditors of the
                      the Reorganization   Debtors
                      Cases not otherwise
                      disclosed in the
                      Disclosure Statement

Interrogatory No. 8   Whether the Debtors  Insurers are not
                      contend that         creditors of the
                      confirmation of the  Debtors; Relates to
                      Plan will release    the rights of third
                      claims against Non-  parties
                      Debtor Halliburton
                      Entities for claims
                      for which the
                      Debtors are not
                      also liable

Interrogatory No. 9   Efforts to estimate  Relates to the good
                      the value of         faith of the Chapter
                      current and future   11 filings; Insurers
                      asbestos and         are not creditors of
                      silica claims        the Debtors

Interrogatory No. 10  Total amounts        Relates to the good
                      expended on          faith of the Chapter
                      defense,             11 filings; Insurers
                      settlement and       are not creditors of
                      judgment costs       the Debtors
                      with respect to
                      asbestos claims
                      in each of the
                      last 10 years

Interrogatory No. 11  Total amounts        Relates to the good
                      expended on          faith of the Chapter
                      defense,             11 filings; Insurers
                      settlement and       are not creditors
                      judgment costs       of the Debtors
                      with respect to
                      silica claims
                      in each of the
                      last 10 years

Interrogatory No. 12  Analysis of          Relates to the
                      whether the          interests of third
                      Trusts will pay      parties; Insurers are
                      future claims in     not creditors of the
                      substantially        Debtors
                      the same manner as
                      current claims

Interrogatory No. 13  Persons with whom    Relates to the
                      the Debtors          interests of third
                      negotiated           parties; Insurers are
                      settlements of       not creditors of the
                      asbestos and         Debtors
                      silica claims

Document              Communications       Relates to the good
Request No. 1         with banks,          faith of the Chapter
                      bondholders and      11 filings
                      other creditors

Document              Agreements with      Relates to the good
Request No. 2         banks,               faith of the Chapter
                      bondholders and      11 filings
                      other lenders

Document              Retention of         Relates to the good
Request No. 3         investment           faith of the Chapter
                      bankers in           11 filings
                      anticipation of
                      the Reorganization
                      Cases

Document              Internal             Relates to the good
Request No. 4         projections,         faith of the Chapter
                      business plans       11 filings
                      and budgets

Document              Public statements    Relates to the good
Request No. 5         relating to          faith of the Chapter
                      asbestos and         11 filings
                      silica claims

Document              Decision to          Relates to the good
Request No. 6         commence the         faith of the Chapter
                      Reorganization       11 filings
                      Cases

Document              Prepetition and      Insurers are not
Request No. 7         postpetition         creditors of the
                      corporate            Debtors
                      restructuring
                      transactions

Document              Communications       Insurers are not
Request No. 8         with Harbison        creditors of the
                      Walker, the          Debtors
                      Asbestos
                      Committee and
                      the Futures
                      Representative

Document              Communications       Insurers are not
Request No. 9         with Harbison        creditors of the
                      Walker, the          Debtors
                      Asbestos
                      Committee and
                      the Futures
                      Representative

Document              Financial impact     Relates to the good
Request No. 10        of asbestos and      faith of the Chapter
                      silica claims        11 filings; Insurers
                                           are not creditors of
                                           the Debtors

Document              Negotiation and      Relates to the good
Request No. 11        drafting of Plan     faith of the Chapter
                      Documents            11 filings; Insurers
                                           are not creditors of
                                           the Debtors

Document              Solicitation and     Insurers are not
Request No. 12        voting               creditors of the
                                           Debtors

Document              Retention of the     Insurers are not
Request No. 13        Futures              creditors of the
                      Representative       Debtors; Relates to
                      and appointment      the rights of third
                      of Trust Advisory    parties
                      Committees

Document              Magnitude of the     Relates to good faith
Request No. 14        Debtors'             of Chapter 11 filings;
                      Liabilities          Insurers are not
                                           creditors of the
                                           Debtors

Document              Number and nature    Relates to good faith
Request No. 15        of asbestos and      of Chapter 11 filings;
                      silica claims        Insurers are not
                      against the          creditors of the
                      Debtors              Debtors

Document              Valuation of         Relates to good faith
Request No. 16        asbestos and         of Chapter 11 filings;
                      silica claims        Insurers are not
                                           creditors of the
                                           Debtors

Document              Due diligence        Relates to good faith
Request No. 17        investigation of     of Chapter 11 filings;
                      asbestos and         Insurers are not
                      silica claims        creditors of the
                                           Debtors

Document              Communications       Relates to the rights
Request No. 18        with the Futures     of third parties;
                      Representative       Relates to good faith
                                           of Chapter 11 filings;
                                           Insurers are not
                                           creditors of the
                                           Debtors

Document              Relationship         Relates to the rights
Request No. 19        between the          of third parties;
                      Debtors, the         Relates to good faith
                      Futures              of Chapter 11 filings;
                      Representative       Insurers are not
                      and the asbestos     creditors of the
                      and silica           Debtors
                      claimants

Document              Settled Asbestos     Insurers are not
Request No. 20        and Silica PI Trust  creditors of the
                      Claims               Debtors; Relates to
                                           good faith of Chapter
                                           11 filings

Document              Other settled        Insurers are not
Request No. 21        asbestos and         creditors of the
                      silica claims        Debtors; Relates to
                                           good faith of Chapter
                                           11 filings

Document              Asbestos PI Trust    Insurers are not
Request No. 22        and Silica PI        creditors of the
                      Trust                Debtors; Relates to
                                           good faith of Chapter
                                           11 filings; Relates to
                                           the rights of third
                                           parties

Mr. Moser contends that because the Insurers lack standing to
address these issues, their Discovery Requests necessarily fail
to satisfy the threshold requirement of all discovery -- that it
be "reasonably calculated to lead to the discovery of admissible
evidence."  Even if the Insurers could satisfy this threshold
requirement, the burden and expense of the information sought far
outweighs its possible benefit.

In addition, the scope of the Insurers' Discovery Requests is
particularly troubling in light of the fact that the Insurers
were given an opportunity to tailor their discovery requests to
conform to the Court's rulings in the Standing Opinion.
Remarkably, the Insurers appear not to have changed a single
discovery request after the Court's Standing Opinion was issued,
and even added additional document requests that were not present
in the original version served on the Debtors.

Mr. Moser states that in view of the exceeding breadth of the
Insurers' Discovery Requests, it would be difficult to overstate
the extraordinary burden that would be associated with responding
to them.  Among other things, the Discovery Requests purport to
require the Debtors to collect and produce all documents and
information in their possession regarding:

   (a) the assets and liabilities of all the Debtors and the
       Halliburton Entities, and their abilities to pay their
       debts, borrow money and access the capital markets;

   (b) internal budgets, projections, business plans or
       consultant reports pertaining to any period between
       January 1, 2002 and December 31, 2009;

   (c) virtually every aspect of every Asbestos PI Trust and
       Silica PI Trust Claim ever settled by the Debtors; and

   (d) the negotiation of each and every aspect of the Plan
       Documents.

Accordingly, the Debtors ask the Court to enter a protective
order, pursuant to Rule 7026 of the Federal Rules of Bankruptcy
Procedure, limiting their obligation to respond to the Discovery
Requests propounded by the Insurers to Interrogatory Nos. 7, 14
and 15, and requiring the Insurers to restrict the scope of any
future discovery they may wish to seek from the Debtors to
matters relating directly to their pecuniary interests.

Mr. Moser explains that if a protective order is not issued, the
burdens imposed on the Debtors by the Insurers' Discovery
Requests would be further exacerbated by the fact that the
Debtors would need to take significant discovery of the Insurers,
if only for the purposes of rebuttal.  Furthermore, based on the
Court's Standing Opinion, the Insurers should be permitted to
conduct discovery only on issues that directly affect their
interests.  As even a cursory review of the Insurers' Discovery
Requests makes clear, the Insurers have strayed far and wide from
such issues.

In support of the Debtors' request, both Halliburton Company and
Eric Green, the Legal Representative for future unknown
claimants, separately filed similar motions for protective order
adopting the grounds cited by the Debtors.

                          *     *     *

Judge Fitzgerald grants the motion to the extent that:

   * The Debtors, Halliburton and the Futures Representative will
     have no obligation to provide written responses to any of
     the discovery requests propounded by the Debtors' Insurers;

   * Subject to any applicable privileges, the Debtors will make
     available to the Insurers all documents responsive to
     Interrogatory No. 2, pertaining to the Debtors' financial
     defaults as of the Petition Date;

   * The Debtors, Halliburton, and the Futures Representative
     will make these documents available to the Insurers:

     (1) all documents that the Debtors, Halliburton, and the
         Futures Representative intend to introduce into evidence
         at the confirmation hearing on the Debtors' Plan; and

     (2) all documents provided by the Debtors, Halliburton, and
         the Futures Representative to any expert witness they
         intend to present at the Plan Confirmation Hearing and
         all other documents that any expert witness reviewed,
         considered or relied on in reaching or providing any
         expert opinion or testimony.

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)


EL INDUSTRIES INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: E.L. Industries, Inc.
        1247 East 222nd Street
        Euclid, Ohio 44117

Bankruptcy Case No.: 04-14085

Type of Business: The Debtor provides custom material handling
                  equipment. It offers a line of Crane & Hoist
                  accessories, parts and service; provides systems
                  from small Jib Cranes and Workstations through
                  heavy-duty Top Running Cranes and Hot Metal
                  Delivery Systems.  See http://www.elycrane.com/

Chapter 11 Petition Date: April 2, 2004

Court: Northern District of Ohio (Cleveland)

Judge: Arthur I. Harris

Debtor's Counsel: Glenn E. Forbes, Esq.
                  Cooper & Forbes
                  166 Main Street
                  Painesville, OH 44077-3403
                  Tel: 440-357-6211

Total Assets: $677,247

Total Debts:  $1,107,441

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Admin. Claimants              Preference claim          $177,792
Committee-LTV

Gorbel, Inc.                  Trade debt                 $57,691

Cuyahoga County Treasurer     Real Estate Taxes          $36,514

Acco Chain & Lifting          Trade debt                 $23,214

Bank One Visa                 Trade debt                 $19,969

Reuland Electric              Trade debt                 $17,964

Morris Material Handling      Trade debt                 $15,444

Modern Equipment Co., Inc.    Trade debt                 $12,152

Monarch Electric Svc. Co.     Trade debt                 $11,840

Magnetek Ind. Controls        Trade debt                 $10,914

Mondel Engineering Ltd.       Trade debt                  $7,766

Carl Loebig                   Note payable                $7,514

Vlasich Machine Company       Trade debt                  $6,940

Columbus McKinnon Corp.       Trade debt                  $6,765

Milwaukee Crane & Equip.      Trade debt                  $6,534

Delta Star, Inc.              Trade debt                  $6,180

Thomas Publishing Company     Trade debt                  $6,010

Shepard Niles                 Trade debt                  $5,833

David Round & Son, Inc.       Trade debt                  $5,193

Weighing & Systems Tech.      Trade debt                  $4,638


El PASO CORP: Selling Australian Pipeline Stake for $48 Million
---------------------------------------------------------------
El Paso Corporation (NYSE: EP) announced that it agreed to sell
its one-third interest in a portion of its Australian pipeline
holdings to Hastings Funds Management.  The assets sold
include 1,180 miles of pipelines in South Australia, Queensland
and Western Australia.  El Paso expects to receive approximately
$48 million for its share in the equity of these assets.  The
transaction is expected to close in the second quarter of 2004.

This sale supports El Paso's recently announced long-range plan to
reduce the company's debt, net of cash, to approximately $15
billion by year-end 2005.  To date, the company has announced or
closed approximately $3.0 billion of the $3.3 to $3.9 billion of
asset sales targeted under the plan.  An asset sales tracker that
shows all of the announced and completed assets sales is posted at
http://www.elpaso.comunder Investor Resources.

El Paso Corporation's provides natural gas and related energy
products in a safe, efficient, dependable manner. The company owns
North America's largest natural gas pipeline system and one of
North America's largest independent natural gas producers.  For
more information, visit http://www.elpaso.com/

                           *   *   *

As previously reported, Standard & Poor's Ratings Services lowered
its corporate credit rating on natural gas pipeline and production
company El Paso Corp. to 'B-' from 'B' to reflect a larger-than-
expected write-down of the company's oil and natural gas reserves.
The outlook remains negative.


ELSINORE CORPORATION: Executes Liquidation & Dissolution Plan
-------------------------------------------------------------
On March 2, 2004, Elsinore Corporation filed a certificate of
dissolution with the Secretary of State of the State of Nevada, as
a result of which the Company has now been dissolved.  The
dissolution is being carried out pursuant to an Amended and
Restated Plan of Complete Liquidation and Dissolution of Elsinore
Corporation.

Effective as of the close of business on March 2, 2004, the
Company has closed its stock  transfer books and discontinued
recording transfers of the Company's common stock.

Pursuant to the Plan and authorization granted by holders of the
Company's Series A Preferred  Stock, the Company will pay a
liquidating distribution of $0.10 per share on the common stock to
holders of record of common stock as of the close of business on
March 2, 2004. The Common Stock Distribution was to be payable as
of March 8, 2004 in the form of checks that were to be mailed to
each record holder of common stock at such holder's address shown
on the Company's stock records.

Absent the Preferred Stockholders' authorization of the Common
Stock Distribution, no liquidating distributions would have been
payable on the common stock due to the Preferred Stockholders'
liquidation preference.

Any unclaimed funds represented by the Common Stock Distribution
checks will be reallocated  to the Preferred Stockholders in
accordance with their liquidation preference.

Under Section 5 of the Plan, the Common Stock Distribution shall
be in complete redemption and cancellation of the outstanding
common stock.


ENRON CORP: Proposes Post-Confirmation Overhead Allocation Formula
------------------------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code and in compliance
with the Disclosure Statement, the Enron Corporation Debtors ask
the Court to approve the proposed post-confirmation allocation
formula for overhead and expenses from and after the Confirmation
Date.

On November 22, 2002, the Court approved the Debtors' Allocation
Formula for Shared Overhead Expenses.  Martin J. Bienenstock,
Esq., at Weil, Gotshal & Manges LLP, in New York, relates that
generally, the Allocation Formula provides for a methodology for
allocation, from and after the Petition Date, of overhead and
other expenses among the Enron Entities that benefit from the
expenses.

As provided in the Allocation Formula, overhead expenses are
categorized into specified cost departments.  The method of
allocating expenses from each Cost Department to a particular
Enron Entity is based on whether there is:

   (i) a direct measure of usage or benefit between a particular
       expense and a particular Enron Entity; or

  (ii) an indirect measure of usage or benefit between expense
       and Enron Entity.

Where there is a direct measure of usage or benefit, the
Allocation Formula uses that direct measure.  Where no direct
measure of usage or benefit exists or is readily and reasonably
available, then an indirect measure is used to allocate expenses.
Pursuant to the current Allocation Formula, the indirect measures
utilize an Enron Entity's assets, revenues and liabilities as
metrics for the allocation of those expenses that cannot readily
be directly allocated.

The Debtors, in consultation with the Creditors Committee and the
ENA Examiner, and after taking into consideration the tasks being
performed in respect of the Enron Entities during the Debtors'
Chapter 11 cases, determined that, where no direct measure of
usage or benefit is readily or reasonably available, the measure
of an entity's assets, revenues and liabilities on a monthly
basis was a reasonable and logical proxy for the entity's
business activity and use or benefit of overhead expenses.
Pursuant to the current Allocation Formula, the methodology for
allocating indirect overhead expenses is referred to as the
average assets and revenue or the average assets and liabilities
methodology.

             Post-Confirmation Allocation Formula

The Debtors and their professionals, in consultation with the
Creditors Committee and the ENA Examiner, have worked diligently
to formulate a method of allocation for overhead and other
expenses from and after the Confirmation Date.  In developing the
Post-Confirmation Allocation Formula, the Debtors and their
advisors analyzed and reviewed the Allocation Formula to
determine, inter alia, whether the Allocation Formula should
continue to be employed during the post-Confirmation Date period
or, alternatively, whether different considerations relevant to
the post-Confirmation Date period warranted a modified
methodology for allocation overhead and other expenses.

The Debtors consulted on numerous occasions with the Creditors
Committee and the ENA Examiner.  These consultations covered the
Enron Entities' current situations, the evolution of the Enron
group structure throughout these Chapter 11 cases and the
expected tasks and operations to be performed in the post-
Confirmation Date period.  Notably, the parties reached a
consensus that, in the post-Confirmation Date period, overhead
and other expenses for the Enron Entities would primarily be
driven by work performed in connection with the remaining
liquidation of assets and the resolution of claims.

According to Mr. Bienenstock, the Post-Confirmation Allocation
Formula provides for a methodology for the allocation, from and
after the Confirmation Date, of overhead and other expenses among
the Enron Entities that benefit from those expenses.  In broad
terms, the proposed Post-Confirmation Allocation Formula is
conceptually similar to the Allocation Formula the Debtors
currently use.  The Post-Confirmation Allocation Formula
generally uses the same Cost Departments to categorize overhead
and other expenses.  In addition, the Post-Confirmation
Allocation Formula's methodology of allocating expenses from each
Cost Department to a particular Enron Entity is generally based
on whether there is (i) a direct measure of usage or benefit
between a particular expense and Enron Entity, or (ii) an
indirect measure of usage or benefit.

However, Mr. Bienenstock points out that unlike the Allocation
Formula, the Post-Confirmation Allocation Formula does not
allocate expenses to the Enron Entities included in the Debtors'
operating platforms to the extent that those operating platforms
have service agreements that have become effective.  Instead,
those Enron Entities will be charged in accordance with the terms
and conditions of the respective agreements.  Also, and in
contrast to the Allocation Formula's use of the AAR/AAL
methodology, the Post-Confirmation Allocation Formula uses assets
and claims as proxies to indirectly measure the benefit of, and
thereby indirectly allocate, those certain expenses that cannot
readily or otherwise be allocated directly.  Furthermore, the
Post-Confirmation Allocation Formula incorporates certain other
developments and provisions for allocating overhead and other
expenses, as well as funding those allocated expenses, that are
not a part of the existing Allocation Formula.

                 Expenses Allocated Directly

Certain expenses are readily attributable to specific Enron
Entities and, pursuant to the Post-Confirmation Allocation
Formula, will be allocated directly on the basis of measurable
usage or benefit.  Consistent with the Allocation Formula, these
direct expenses are categorized in these Cost Departments:

   -- Risk Management/Insurance,
   -- Integrated Solutions Center,
   -- Human Resources,
   -- Properties & Services, and
   -- Corporate IT.

Pursuant to the Post-Confirmation Allocation Formula, expenses in
the Direct Cost Departments are directly allocated to the
respective Enron Entities in a similar manner and by a similar
methodology as currently allocated in the Allocation Formula.

In addition to the Direct Cost Departments, expenses regarding
services provided by the professionals retained in the Debtors'
Chapter 11 cases are also allocated pursuant to the Post-
Confirmation Allocation Formula.  Pursuant to this Formula, fees
and expenses itemized by a professional for services rendered in
respect of a particular Enron Entity will be directly allocated
to that Enron Entity.  Similarly, fees and expenses itemized by a
professional for services rendered exclusively to either Debtors
as a group or to non-debtor Enron Entities as a group will be
allocated to such group.  In addition, to the extent
professionals are not able to identify with particularity an
Enron Entity that benefits from Professional Services, the
related fees and expenses will be directly allocated to all of
the Enron Entities with a basis for allocation.

Mr. Bienenstock continues that the Post-Confirmation Allocation
Formula provides that certain administrative charges will be
allocated to account for:

   (i) the expenses of administering a Chapter 11 case; and

  (ii) the expenses related to the support of professional legal
       services.  These charges will reduce the expenses to be
       allocated indirectly.

The fees to be allocated in connection with administrative and
legal-related expenses are:

A. Administrative Base Charge

   To account for the expenses of administering a Debtor's
   Chapter ii case, a monthly administrative fee will be
   directly allocated to each Debtor.  The initial
   Administrative Base Charge for each Debtor will be $5,000 per
   month for Years 1 and 2 after the Confirmation Date; $3,000
   per month for Year 3 after the Confirmation Date and $0
   thereafter.

B. Administrative Legal Charge

   To account for administrative expenses incurred by an Enron
   Entity in connection with, and to support, legal services
   provided for the benefit of that Enron Entity, an
   administrative legal fee will be directly allocated to such
   Enron Entity.  The Administrative Legal Charge will be
   allocated as:

   (a) an initial 20% surcharge on legal fees directly allocated
       to a specific Enron Entity for Year 1 after the
       Confirmation Date;

   (b) 15% surcharge for Year 2 after the Confirmation Date;

   (c) 10% surcharge for Year 3 after the Confirmation Date; and

   (d) 0% surcharge thereafter.

                 Expenses Allocated Directly

Mr. Bienenstock tells the Court that certain expenses are not
readily attributable to specific Enron Entities and, pursuant to
the Post-Confirmation Allocation Formula, will be allocated
indirectly on the basis of a proxy to measure usage or benefit.
These expenses are categorized in these Cost Departments:

   -- Executive,
   -- Legal,
   -- Risk Assessment,
   -- Finance & Treasury,
   -- Accounting & Control,
   -- Tax,
   -- Corporate Development,
   -- Strategic Sourcing,
   -- Public Affairs, and
   -- Bankruptcy Coordination.

These Indirect Cost Departments may change in the future with
additions or deletions to the Cost Departments.  Where there is
no direct measure of usage or benefit between a particular
expense and a particular Enron Entity, the Post-Confirmation
Allocation Formula provides an indirect measure to allocate
expenses after the Confirmation date.  Pursuant to the Post-
Confirmation Allocation Formula, the methodology developed to
indirectly allocate overhead and other expenses relies on a
calculation based on assets held by an Enron Entity and claims
against an Enron Entity -- the Asset and Claims Methodology.

Mr. Bienenstock explains that the Assets and Claims Methodology
takes two factors, the "Asset Value & Claim Amount Factor" and
the "Claim Count Factor," derived from a calculation of these
metrics:

   (i) expected recovery values for assets held by an Enron
       Entity -- the Asset Values;

  (ii) "Estimated Allowed Amounts" of claims in respect of an
       Enron Entity -- the Claim Amounts; and

(iii) changes, on a quarterly basis, in the number of claims
       outstanding in respect of an Enron Entity -- the Claim
       Count.

The Assets and Claims Methodology applies a 90% weight to the
Asset Value & Claim Amount Factor and 10% weight to the Claim
Count Factor.  Combining the weighted Factors results in an
"Indirect Allocation Factor" used to indirectly allocate, on a
quarterly basis, expenses categorized in the Indirect Cost
Departments and those certain Professional Services that cannot
otherwise be directly allocated to Enron Entities.

      Professional Services for Debtor or Non-Debtor Groups

In addition to Professional Services rendered in respect of a
particular Enron Entity and Professional Services rendered in
respect of all Enron Entities, Mr. Bienenstock notes that there
may be Professional Services rendered exclusively to either (a)
Debtors as a group or to (b) non-Debtor Enron Entities as a
group.  In the case of Professional Services rendered exclusively
to the Debtors as a group, limited Indirect Allocation Factors
will be calculated using only the applicable Debtors' Asset
Values, Claim Amounts and Claim Counts.  Similarly, in the case
of Professional Services rendered exclusively to non-Debtor Enron
Entities as a group, limited Indirect Allocation Factors will be
calculated using only the Asset Values, Claim Amounts and Claim
Counts of the non-debtor Enron Entities that receive Indirect
Allocation Factors.

                       Operating Platforms

With respect to Enron Entities having services agreements their
expenses will be allocated in accordance with the terms and
conditions of the respective agreements.  Although, the Debtors
expect the service agreement related to Prisma will not have
become effective prior to the Confirmation Date.  In that case,
prior to the Prisma service agreement becoming effective, the
Enron Entities included in Prisma will receive allocations of
expenses pursuant to the Post-Confirmation Allocation Formula
just as any other Enron Entity, subject to certain adjustment.
The adjustment consists of using the expected value to the
Debtors' estate of a Prisma Entity as the Asset Value for the
indirect allocation of expenses to that Prisma Entity.  Expenses
allocated directly pursuant to the Post-Confirmation Allocation
Formula will continue to be allocated directly to Prisma
Entities.

            Estate Assets and Operations Expenses

Mr. Bienenstock reports that the Post-Confirmation Allocation
Formula provides for a separate allocation of expenses related to
estate asset and operations companies among the Enron Entities --
the Estate Assets and Operations Expenses.  The Estate Assets and
Operations Expenses include expenses related to employees and
contractors working directly for such operating companies.
Pursuant to the Post-Confirmation Allocation Formula, Estate
Assets and Operations Expenses are allocated by utilizing the
Assets and Claims Methodology, subject to certain adjustments.
The adjustments consist of removing Asset Values, Claim Amounts
and Claim Counts of those Enron Entities to which the Estate
Assets and Operation Expenses will not be allocated, and using
the remaining Asset Values, Claim Amounts and Claim Counts to
calculate Indirect Allocation Factors for indirectly allocating
the Estate Assets and Operation Expenses.  The Enron Entities
that are not subject to an allocation of Estate Assets and
Operation Expenses are those that exist primarily as corporate
function entities to manage and support the Enron enterprise:

   (i) Enron Corp.,
  (ii) Enron Property & Services Corp.,
(iii) Net Works, and
  (iv) Smith Street Land Company.

       Funding of Allocations and Miscellaneous Provisions

Consistent with the current Allocation Formula, the Post-
Confirmation Allocation Formula includes guidelines for the
funding or reallocation, as applicable, of expenses that have
been allocated to the respective Enron Entities.  In contrast to
the current Allocation Formula, funds required to pay for
anticipated allocation obligations will be reserved in an
Overhead Reserve.  The Post-Confirmation Allocation Formula also
takes into account the fact that certain Enron Entities may not
have sufficient cash and other assets to satisfy the allocable
their overhead and other expenses.

These represent the guidelines for the funding or reallocation,
as applicable, of allocable expenses pursuant to the Post-
Confirmation Allocation Formula:

   * As cash becomes available for each Enron Entity, the funds
     required for its anticipated overhead expenses will be
     reserved -- the Entity Reserve Amount -- and collected in
     an overhead reserve account.  The initial Entity Reserve
     Amount each Enron Entity reserves will be 100% of the
     budgeted amount presented in the Disclosure Statement;

   * The Enron Entities may use funds held in unrestricted,
     restricted and escrow accounts to fund the Overhead
     Reserve, provided, that, these conditions apply:

     -- To the extent the Creditors Committee has not yet been
        dissolved or the ENA Examiner's role has not yet
        concluded in accordance with the Plan, (i) the Debtors
        provide 30 days prior written notice to the Creditors'
        Committee and the ENA Examiner (1) setting for the (a)
        the name of the Enron Entity proposing to use the
        Escrowed Funds, (b) the amount of Escrowed Funds
        proposed to be released, and (c) an explanation of the
        need for the Escrowed Funds and (2) attaching supporting
        documentation for the overhead or other expenses to be
        paid with the Escrowed Funds and (ii) the Creditors
        Committee and the ENA Examiner do not object to the
        proposed use of the Escrowed Funds within 10 days of
        receipt of the Notice.  The Debtors will schedule a
        hearing on the proposed use of the Escrowed Funds if an
        Escrow Objection is interposed and the Escrow Objection
        is not consensually resolved;

     -- To the extent the Creditors' Committee has been
        dissolved or the ENA Examiner's role has been concluded
        in accordance with the Plan, (i) the Debtors provide 10
        days prior written Notice to the board of directors of
        Reorganized ENE setting forth the information described
        in the Use of Escrowed Funds Notice and (ii) the board
        of directors of Reorganized ENE does not raise an Escrow
        Objection to the proposed use of such Escrowed Funds
        within 30 days of receipt of the Notice.  In determining
        whether to approve or deny the proposed use of the
        Escrowed Funds, the board of directors of Reorganized
        ENE, in their sole discretion, may request a hearing on
        the matter;

   * Periodically, the Overhead Reserve will be assessed,
     budgets will be updated and Entity Reserve Amounts will be
     adjusted as appropriate;

   * Generally, all Enron Entities will fund their own Entity
     Reserve Amount.  However, some Enron Entities may not be
     able to completely fund their Entity Reserve Amount for
     these reasons:

     -- Insolvency and liquidity constraints;

     -- Regulation and/or rate base constraints;

     -- Repatriation restrictions for foreign subsidiaries; and

     -- Contractual and ownership structure constraints;

   * In the event an Enron Entity is unable to fund its Entity
     Reserve Amount, either in whole or in part, the unfunded
     portion will be reallocated to the first equity owner in
     the ownership chain of that Enron Entity with the ability
     to pay.

     -- To the extent the Funding Entity is a Debtor, (i) the
        funding of an Entity Reserve Amount by the Funding
        Entity on behalf of another Debtor will result in a
        Junior Reimbursement Claim held by the Funding Entity
        against the Debtor; and (ii) the funding of an Entity
        Reserve Amount by the Funding Entity on behalf of a non-
        Debtor will result in an Intercompany Loan payable by
        the non-Debtor to the Funding Entity;

     -- To the extent the Funding Entity is a non-Debtor, (i)
        the funding of an Entity Reserve Amount by the Funding
        Entity on behalf of a Debtor will result in an Allowed
        Administrative Expense Claim held by the Funding Entity
        against the Debtor; and (ii) the funding of an Entity
        Reserve Amount by the Funding Entity on behalf of a non-
        Debtor will result in an intercompany receivable held by
        the Funding Entity against the non-Debtor; and

     -- The Amended Cash Management Order will be modified to
        the extent that the funding of an allocation obligation
        by a Funding Entity pursuant to the Post-Confirmation
        Allocation Formula will not be in violation or
        contravention of any provision of the Amended Cash
        Management Order, including, but not limited to the
        aggregate fair value tests, solvency tests and
        Intercompany Loan limits of the Amended Cash
        Management Order.

Consistent with the current Allocation Formula, the Post-
Confirmation Allocation Formula retains the flexibility to permit
the Debtors to exercise their business judgment to modify the
Formula as may be necessary.  The Debtors and the Reorganized
Debtors may enact modifications to the Post-Confirmation
Allocation Formula, without further Court approval; provided,
however, the Debtors or the Reorganized Debtors, as applicable,
obtain the agreement of the Creditors Committee and the ENA
Examiner.  In the Creditors Committee has been dissolved or the
ENA Examiner's role has concluded, then the board of directors of
Reorganized ENA needs to approve the modification.

                          Monitoring

During the post-Confirmation Date period, to the extent the
Creditors Committee has not been dissolved or the ENA Examiner's
role has not yet concluded, they will participate in a monitoring
process of the application by the Debtors of the Post-
Confirmation Allocation Formula.  The monitoring process will
permit the Creditors Committee and the ENA Examiner to, inter
alia:

   (i) verify the accuracy of certain data, including, but not
       limited to, data associated with the GEAR, EAOR and other
       data produced in connection with the Post-Confirmation
       Allocation Formula;

  (ii) oversee and evaluate the allocation of overhead and other
       expenses and the application of the allocation
       methodologies;

(iii) consult with the Debtors regarding the Post-Confirmation
       Allocation Formula; and

  (iv) review the reasonableness of any other aspect of the
       Post-Confirmation Allocation Formula or its application.

Mr. Bienenstock contends that the proposed Post-Confirmation
Allocation Formula is conceptually sound and equitably
distributes corporate overhead without incurring excessive
additional expense to perform the allocation.  Moreover, the
Post-Confirmation Allocation Formula:

   (1) provides a formula for allocation, from and after the
       Confirmation Date, of overhead expenses and other
       expenses among the Debtors and their non-debtor
       affiliates;

   (2) takes into consideration the evolving nature of the Enron
       Entities' tasks from and after the Confirmation Date;

   (3) fully and fairly allocates expenses to the Enron Entities
       based on the tasks from and after the Confirmation Date;
       and

   (4) eliminates instances of duplicative allocation of
       overhead expenses. (Enron Bankruptcy News, Issue No. 104;
       Bankruptcy Creditors' Service, Inc., 215/945-7000)


EXTENDICARE: S&P Assign Low-B Ratings & Revises Outlook to Pos.
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' bank loan
rating to nursing home company Extendicare Health Services Inc.'s
(EHSI) new senior secured credit facility due June 2009. A
recovery rating of '1' also was assigned to the facility,
indicating the expectation for a full recovery of principal in
the event of a default.

At the same time, Standard & Poor's assigned its 'B-' rating to
the company's $125 million of new senior subordinated notes due
2014. Proceeds of the notes will be used, along with cash and a
modest draw on the new revolver, to repay existing senior
subordinated notes.

The outstanding ratings on the company and its parent, Extendicare
Inc., including the 'B+' corporate credit rating, were affirmed.
The outlook was revised to positive from stable.

"The speculative-grade ratings reflect the difficulties that EHSI
has faced, and will continue to face, in its industry, including a
volatile reimbursement environment and escalating insurance
costs," said Standard & Poor's credit analyst, David Peknay.
"These negative factors are offset by the geographical dispersion
of its 154 nursing homes and 39 assisted living facilities."

Management's proactive efforts in operating a large portfolio of
skilled nursing facilities and assisted living centers have been
key to recent results. For instance, Extendicare's increasing
treatment of more profitable Medicare patients has boosted
profitability, as Medicare per diem rates are substantially higher
than either Medicaid or private pay. In fact, Medicare now
provides 30% of the company's revenues, up from 27% a year ago.
The company's performance has also been aided by its exit from
Florida and Texas, states that have particularly high patient
liability costs.

Extendicare is one of the largest operators of long-term care
facilities in North America, with a total of 275 facilities in
Canada and the U.S., and the capacity to provide for about 29,000
residents. The company operates through wholly owned subsidiaries
Extendicare (Canada) Inc. and EHSI. The Canadian subsidiary is the
second-largest operator of long-term care facilities and the
largest private-sector provider of home health care and
institutional health care management in Canada. EHSI has 193
long-term care facilities in the U.S.


FAIRFAX FIN'L: Reports Exchange Offer Results for Existing Notes
----------------------------------------------------------------
Fairfax Financial Holdings Limited announced the results to date
of its offers to exchange up to U.S. $97.7 million principal
amount of 8.125% Notes Due 2005 of TIG Holdings, Inc., U.S.$275.0
million principal amount of existing 7.375% Notes due 2006 of
Fairfax and up to U.S.$170.0 million principal amount of existing
6.875% Notes due 2008 of Fairfax for a combination of cash and
new 7.75% Senior Notes due 2012 of Fairfax.

As of 5:00 p.m., New York City time, on April 8, 2004, which was
the early participation date for the exchange offers, a total of
U.S.$200.4 million principal amount of old notes had been
tendered, including U.S.$39.4 million principal amount of 2005
Notes, U.S.$92.8 million principal amount of 2006 Notes and
U.S.$68.2 million principal amount of 2007 Notes. Based on these
results, Fairfax will issue approximately U.S.$156.8 million
aggregate principal amount of new notes and pay approximately
U.S.$57.4 million in cash purchase payments to tendering holders,
plus accrued and unpaid interest to the settlement date. The
settlement date is expected to be April 29, 2004. The Company has
waived all remaining conditions to its obligations to purchase
and pay for the tendered old notes and to issue the new notes.

The exchange offers will expire at 5:00 p.m., New York City time,
on April 26, 2004, unless extended. The early participation
payment component (U.S.$30.00 per $1,000 principal amount) of the
total cash amount will only be paid in respect of notes tendered
prior to the early participation date.

The offer for the 2005 Notes is a private offer made only to
certain qualified institutional buyers, as defined in Rule 144A
under the U.S. Securities Act of 1933. The offer for the 2005
Notes has not been and will not be registered under the U.S.
Securities Act and the notes issued pursuant thereto may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements.

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

A copy of the prospectus relating to the exchange offer for the
2006 Notes and 2008 Notes is available by contacting the
information agent, D.F.King & Co., Inc. at 48 Wall Street, 22nd
Floor, New York, NY 10005, Phone: (800) 431-9633.

Fairfax Financial Holdings Limited is a financial services
holding company which, through its subsidiaries, is engaged in
property, casualty and life insurance and reinsurance, investment
management and insurance claims management.

                          *   *   *

As previously reported, Standard & Poor's Ratings Services
affirmed its 'BBB' counterparty credit and financial strength
ratings on Fairfax Financial Holdings Ltd.'s ongoing operating
insurance companies and its 'BB' counterparty credit and financial
strength ratings on TIG Holdings Inc.'s runoff subsidiaries.

Standard & Poor's also said that it affirmed its 'BB' counterparty
credit ratings on FFH and Crum & Forster Holdings Corp. and its
'BB-' counterparty credit rating on TIG Holdings Inc.

The outlook on all these companies is stable.

In addition, Standard & Poor's assigned its 'BB' senior debt
rating to FFH's debt-exchange offer, which may offer up to $545
million in new senior notes.


FEDERAL-MOGUL: PD Panel Gets OK to Tap J.H. Cohn as Fin'l Advisor
-----------------------------------------------------------------
Judge Lyons authorizes the Official Committee of Asbestos
Property Damage Claimants appointed in the Federal-Mogul
Corporation Debtors' Chapter 11 cases to retain J.H Cohn, LLP, as
its accountants and financial advisors, nunc pro tunc to
December 3, 2003.

Without prejudice to the PD Committee's rights to modify these
provisions, the Court rules that J.H. Cohn's professional fee and
services should not exceed $30,000 per month beginning
February 1, 2004.  To the extent the fees incurred during any
month are less than $30,000, the difference between $30,000 and
the actual fees for that month may be carried forward for up to
six months to be applied to any month in which actual fees exceed
$30,000.  For December 2003 through January 2004, J.H. Cohn's
fees will be capped at an aggregate amount not to exceed
$150,000, exclusive of expenses for the period.

J.H. Cohn is directed to use its best efforts to avoid any
duplication of services being provided by the financial advisors
to the Creditors Committee.

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)


FELCOR LODGING: Will Release First Quarter Results on April 28
--------------------------------------------------------------
FelCor Lodging Trust Incorporated (NYSE: FCH), the nation's second
largest hotel real estate investment trust (REIT), announced that
it will release its first quarter financial results after the
close of the market on Wednesday, April 28, 2004, to be followed
by a conference call at 10:00 a.m. (Central Daylight Time) on
Thursday, April 29, 2004.  The conference call can be accessed by
dialing 416-695-9610.

The conference call will include a brief discussion of first
quarter financial results by Thomas J. Corcoran, Jr., FelCor's
President and CEO, and Richard J. O'Brien, its Executive Vice
President and Chief Financial Officer. The Company's financial
results will be followed by questions and answers.

Interested investors and other parties may listen to the
simultaneous webcast of the conference call by logging on to the
Company's Web site -- http://www.felcor.com/-- choosing "FelCor
News" and selecting the microphone icon.  In addition, a phone
replay has been arranged, which will be available from Thursday,
April 29, 2004, at 12:00 p.m. (Central Daylight Time) through
Friday, May 28, 2004, at 7:00 p.m. (Central Daylight Time) by
dialing 416-695-6013 (access code is 2206).  The conference call
replay also will be accessible on the Company's Web site.

FelCor is the nation's second largest hotel REIT and the largest
owner of full service, all-suite hotels.  FelCor's consolidated
portfolio is comprised of 158 hotels, located in 33 states and
Canada.  FelCor owns 71 upscale, all- suite hotels, and is the
owner of the largest number of Embassy Suites Hotels(R) and
Doubletree Guest Suites(R) hotels in the U.S.  FelCor's portfolio
also includes 75 hotels in the upscale and full service segments.
FelCor has a current market capitalization of approximately $3
billion. Additional information can be found on the Company's Web
site at http://www.felcor.com/

As reported in the Troubled Company Reporter's March 31, 2004
edition, Standard & Poor's Ratings Services assigned its 'CCC'
rating to hotel owner FelCor Lodging Trust Inc.'s proposed $100
million series A cumulative convertible preferred stock.

Concurrently, Standard & Poor's affirmed its ratings, including
its 'B' corporate credit rating, on FelCor Lodging Trust Inc., a
sole general partner and owner of 95% partnership interest in
FelCor Lodging Limited Partnership (jointly FelCor). The outlook
is stable. Approximately $2.2 billion in debt was outstanding on
Dec. 31, 2003.

"The ratings for FelCor reflect the company's high debt leverage
and ownership of several under-performing hotels," said Standard &
Poor's credit analyst Sherry Cai. "These factors are offset by its
adequate liquidity position, sizable hotel portfolio, and
management's ongoing effort to sell non-strategic and/or under-
performing hotels."


FLEMING COS.: Disclosure Statement Hearing Adjourned to April 19
----------------------------------------------------------------
Judge Walrath will continue the hearing on the adequacy of the
Fleming Companies Debtors' Second Amended Disclosure Statement on
April 19, 2004, at 9:30 a.m.  The Court will also consider the
establishment of guidelines for the solicitation and tabulation of
Plan votes at  the hearing.

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)


FOAMEX INTL: Stockholders' Meeting Set for May 25 in Philadelphia
-----------------------------------------------------------------
Foamex International Inc. (NASDAQ: FMXI), the leading manufacturer
of flexible polyurethane and advanced polymer foam products in
North America, announced that it will hold its Annual Meeting of
stockholders on Tuesday, May 25, 2004. The meeting will be held at
The Ritz-Carlton, Ten Avenue of the Arts, in Philadelphia, PA at
10:00 a.m. ET. The Board of Directors has fixed April 15, 2004 as
the record date for determining stockholders entitled to notice
of, and to vote at, the Annual Meeting. A definitive proxy
statement will be filed with the Securities and Exchange
Commission and mailed to the stockholders, along with the 2003
Annual Report, on or about April 26, 2004.

             About Foamex International Inc.

Foamex, headquartered in Linwood, PA, is the world's leading
producer of comfort cushioning for bedding, furniture, carpet
cushion and automotive markets. The Company also manufactures
high-performance polymers for diverse applications in the
industrial, aerospace, defense, electronics and computer
industries. For more information visit the Foamex web site at
http://www.foamex.com/

Foamex International Inc. records a shareholders' deficit of
$203.1 million at December 2003 compared to $189.7 million the
prior year.


GLOBAL CROSSING: Secures Okay for Global Marine Settlement Deal
---------------------------------------------------------------
At the Global Crossing Ltd. Debtors' request, the Court authorizes
them to enter into a settlement agreement with Global Marine
Systems Limited, a wholly owned indirect subsidiary of Global
Crossing Limited.  Paul M. Basta, Esq., at Weil, Gotshal & Manges
LLP, in New York, relates that the Settlement Agreement resolves
certain intercompany claims between Global Marine and the Debtors.

On the Petition Date, Global Marine had about $93,000,000 cash on
hand.  Global Marine continued to hold that money through the
Debtors' Chapter 11 cases and has not received any funding from
GCL or any of the other Debtors.  Mr. Basta notes that a
Revolving Loan represents GCL's funding to Global Marine to
permit the expansion of Global Marine's fleet of subsea cable
installation and maintenance ships.  Global Marine has
historically provided a substantial amount of cable installation
and maintenance services to GCL and its affiliates and
consequently GCL affiliates owe Global Marine for services
performed before and after the Petition Date.

Mr. Basta explains that Global Marine and GC Pan European
Crossing Luxembourg II s.a.r.l., one of the Debtors, are party to
that certain Revolver Loan Agreement.  Pursuant to the Loan
Agreement, Global Marine owes GC Luxembourg II $52,300,000 in
principal amount.  Also under the Loan Agreement, the Revolver
Loan accrues interest on a demand basis at a rate of three-month
LIBOR plus 2% per annum. There is $8,500,000 in accrued but
unpaid interest on the Revolver Loan.

In addition, Global Crossing Network Center Ltd., one of the
Debtors, and Global Marine are party to these two agreements:

    (i) that certain Marine Repair and Maintenance Services
        Agreement dated as of September 30, 2002; and

   (ii) that certain North Sea Agreement dated as of
        April 1, 2002.

Pursuant to the Maintenance Agreements, Global Marine provides
the Debtors with repair and maintenance services for their
submarine telecommunications cables located in various locations
around Europe.  Pursuant to the terms of the Maintenance
Agreements, the services cost $19,800,000 per year.

Moreover, before the Petition Date, the Debtors and Global Marine
were also party to:

    (i) that certain Marine Repair and Maintenance Services
        Agreement dated as of October 18, 1999; and

   (ii) that certain Agreement for Provision of Cable Storage and
        Associated Services dated as of August 5, 1998 pursuant
        to which Global Marine provided maintenance services to
        the Debtors.

Mr. Basta notes that Global Marine and the Debtors terminated the
October 18 Ship Agreement on September 8, 2002 and the Provision
Agreement expired by its terms on August 5, 2001.

The Debtors owe Global Marine $14,400,000 for prepetition
services.  However, Global Marine has provided maintenance
services to the Debtors after the Petition Date under both the
Prepetition Agreements and the Maintenance Agreements.  The
Debtors, therefore, owe Global Marine $67,891,088 for its
postpetition services.

According to Mr. Basta, during the course of the Debtors' Chapter
11 cases, Global Marine has asserted claims against the Debtors
for prepetition and postpetition payables.  Global Marine owes
the Debtors the accrued interest on the Revolver Loan.  Through
the Settlement Agreement, the Debtors and Global Marine agree to:

   (a) a resolution of all intercompany amounts owing between the
       Debtors and Global Marine; and

   (b) a deferral of future payments to be made by the Debtors
       under the September 30 Agreement to Global Marine.

The salient terms of the Settlement Agreement are:

   (1) Both parties will make these adjustments of debts to their
       intercompany accounts:

       * The Debtors' Prepetition Payable to Global Marine will
         be reduced to 1.9% of their prepetition balance leaving
         a $273,155 balance; and

       * The Debtors' Postpetition Payable will be set off
         against amounts arising under the Revolver Loan.

   (2) To effectuate the Postpetition Reduction, the Revolver
       Loan will be transferred from GC Luxembourg II to Pan
       American Crossing Ltd and, immediately after the transfer,
       as part of the Postpetition Reduction, the Debtors will
       waive their claim to:

       * $14,760,000 of the principal balance of the Revolver
         Loan;

       * the Accrued Interest; and

       * any interest to have accrued on the Revolver Loan
         through December 31, 2003.

       On January 1, 2004, the interest on the Revolver Loan have
       started to accrue at the applicable rate as set forth in
       the Loan Agreement.

   (3) GCNC and Global Marine agree to negotiate in good faith to
       amend the terms of the September 30 Agreement, including
       the cost of maintenance services performed for calendar
       year 2003 and further agree that the standing charge for
       the Amended September 30 Agreement will not exceed
       $8,700,000.  The payment schedule for the 2003 maintenance
       under the Amended September 30 Agreement will be:

       * $1,700,000 in January 2004; and

       * the remaining balance spread equally over 24 monthly
         installments, on the first business day of each calendar
         month during calendar years 2004 and 2005.

   (4) The Debtors will pay Global Marine for services performed
       in accordance with the terms of the Amended September 30
       Agreement, provided, however, that the Debtors may set off
       any amounts owed to Global Marine against amounts owed by
       Global Marine to the Debtors.

   (5) The Debtors and Global Marine will release each other from
       all claims relating to the amounts set off and reduced.

Judge Gerber determined that the Settlement Agreement is fair and
equitable and falls well within the range of reasonableness as it
enables the Debtors to reduce the amount of the Prepetition
Receivable by 98.1% to $273,155.  Moreover, the Settlement
Agreement allows the Debtors to defer the payment of amounts due
to Global Marine for the Postpetition Services over two years
after the Effective Date.

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
-- http://www.globalcrossing.com/-- provides telecommunications
solutions over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major cities
around the globe. Global Crossing serves many of the world's
largest corporations, providing a full range of managed data and
voice products and services. The Company filed for chapter 11
protection on January 28, 2002 (Bankr. S.D.N.Y. Case No.
02-40188). When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on Dec. 9, 2003. (Global Crossing Bankruptcy News,
Issue No. 58; Bankruptcy Creditors' Service, Inc., 215/945-7000)


GOODYEAR TIRE: Concludes Overseas Accounting Investigation
----------------------------------------------------------
The Goodyear Tire & Rubber Company (NYSE: GT) announced that the
investigation into its overseas accounting has been concluded.
While the results are currently being reviewed, it is expected
that the reduction to net income between 1997 and 2003 identified
through the investigation will total approximately $10 million,
with most of it impacting the company's European Union business.

Upon completion of this review, Goodyear plans to file its 2003
Annual Report on Form 10-K and its amended 2002 10-K by mid-May.

"This investigative process was thorough and we are pleased to
have it behind us," said Robert W. Tieken, executive vice
president and chief financial officer. "We look forward to issuing
our financial results and refocusing all of our energies toward
Goodyear's ongoing turnaround efforts."

The accounting investigation was requested by the company's Audit
Committee and announced on Dec. 10, 2003. On Feb. 11, the company
said it was extending the investigation from Europe to other
overseas operations. On March 9, Goodyear reported that it took
disciplinary actions against several senior managers in its
European Union operation in connection with the investigation.

The company also has identified additional adjustments to those
previously disclosed in its Sept. 30, 2003 Form 10-Q that are
expected to result in a reduction in net income of approximately
$65 million between 1997 and 2003. The adjustments include $20
million related to workers' compensation claims, $10 million to
the aforementioned investigation, $10 million to fixed assets, $8
million to product liability, $7 million to intercompany profit
elimination in inventory and $10 million to other items.

Because the company will not file its 2003 Form 10-K by April 19,
as required in its loan agreements, Goodyear said it is in
discussions with lenders to extend the deadline by 30 days. While
Goodyear does not expect to need to access the facilities during
this 30-day period, in the absence of an extension, the company
would not be able to access them. In that case, it would have
until May 19 to file financials and regain access. If Goodyear
does not file financials by May 19, there could be an event of
default under the loan agreements and thereafter under other debt
instruments.

Goodyear said it continues to cooperate fully with the U.S.
Securities and Exchange Commission in its review of the company's
2003 restatement of prior- period financial results.

Goodyear is the world's largest tire company. Headquartered in
Akron, Ohio, the company manufactures tires, engineered rubber
products and chemicals in more than 85 facilities in 28 countries.
It has marketing operations in almost every country around the
world. Goodyear employs about 88,000 people worldwide.


HANOVER DIRECT: Chelsey CEO Paul Goodman Joins Board
----------------------------------------------------
Hanover Direct, Inc. announced that Paul S. Goodman, the Chief
Executive Officer of Chelsey Broadcasting Company, LLC, has joined
the Company's Board of Directors effective April 12, 2004 as a
designee of Chelsey Direct, LLC, filling the vacancy created by
the resignation of Martin L. Edelman effective February 15,
2004.

"On behalf of the Board of Directors," said Tom Shull, Chairman,
President and Chief Executive Officer of Hanover Direct, "I
welcome Mr. Goodman to the Board and the Company."

Mr. Goodman has been the Chief Executive Officer of Chelsey
Broadcasting Company, the owner of middle market network-
affiliated television stations, since January 2003.  Mr. Goodman
served as a director of Benedek Broadcasting Corporation from
November 1994 to October 2002 and as a director of Benedek
Communications Corporation from its formation in 1996 to October
2002.  Mr. Goodman was also corporate counsel to Benedek
Broadcasting from 1983 to October 2002 and corporate counsel to
Benedek Communications from 1996 until October 2002.  From April
1993 to December 2002, Mr. Goodman was a member of the law firm of
Shack Siegel Katz Flaherty & Goodman, P.C.

                About Hanover Direct, Inc.

Hanover Direct, Inc. (Amex: HNV) -- whose December 27, 2003
balance sheet shows a total shareholders' deficiency of
$47,508,000 -- 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 web site 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  --
http://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/


HAYES LEMMERZ: Objects to Hundreds of Product & Abestos Claims
--------------------------------------------------------------
J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, in Chicago, Illinois, relates that 236 proofs of claim filed
against the Reorganized Hayes Lemmerz Debtors assert claims based
on personal injury tort or wrongful death claims.  These claims
are further classified into Products Claims and Asbestos Claims.

Products Claims are claims asserted against the Reorganized
Debtors with respect to alleged defects in design, manufacture,
or operation of products or equipment designed or manufactured by
the Reorganized Debtors.  Asbestos Claims, on the other hand, are
claims asserted against the Reorganized Debtors -- as an
automotive parts manufacturer -- by claimants allegedly exposed
to automotive parts containing asbestos for potentially
compensable injuries from the exposure.

Many, if not all of the Personal Injury and Wrongful Death Claims
already are the subject of lawsuits commenced against the
Reorganized Debtors before the Petition Date in non-bankruptcy
forums.  On the Petition Date, the Actions were automatically
stayed, at which time all actions or attempts to pursue any
claims and causes of action against the Reorganized Debtors that
accrued before the Confirmation Date were enjoined pursuant to
Sections 524(a) and 1141 of the Bankruptcy Code.

None of the claimants asserting the Personal Injury and Wrongful
Death Claims has sought to lift either the Automatic Stay or the
Discharge Injunction.  Accordingly, the Actions have been neither
litigated to a judgment nor resolved and, therefore, the various
damages claims asserted by the Personal Injury and Wrongful Death
Claimants remain contingent and unliquidated.  Until the
Automatic Stay and Discharge Injunction are lifted and the
Actions are resolved, whether on a consensual basis or through a
judicial determination, the Personal Injury and Wrongful Death
Claims are not enforceable against the Reorganized Debtors as
monetary judgments, Mr. Ivester asserts.

After reviewing the Products and Asbestos Claims, the Reorganized
Debtors determined that they have no liability for the Claims and
the Claims are unenforceable against them under any agreement or
applicable law.

Thus, the Reorganized Debtors object to 21 Products Claims
aggregating $88,048,523 and 215 Asbestos claims aggregating
$51,220,500.  The Reorganized Debtors ask the Court to disallow
and expunge the claims because they have no liability for the
alleged injuries.

              The Litigation Resolution Procedures

Notwithstanding the objections to the Personal Injury and
Wrongful Death Claims, the Reorganized Debtors remain willing to
negotiate settlements of the Personal Injury and Wrongful Death
Claims or, if consensual settlements are not possible, to
voluntarily lift the Automatic Stay and Discharge Injunction to
allow the Actions to proceed to judgments, provided that the
parties can first agree on appropriate distribution reserves to
be maintained by the Reorganized Debtors pending the outcome of
the Actions in non-bankruptcy forums.  Accordingly, the
Reorganized Debtors will observe these procedures if a claimant
timely files a response to the Objection:

   (1) The Reorganized Debtors will engage Responding Parties in
       settlement discussions to attempt to resolve the Claims on
       a consensual basis and prevent further litigation and
       expense for the parties;

   (2) If the parties agree upon a settlement of the Personal
       Injury and Wrongful Death Claims, the Objection will
       be adjourned pending consummation of the settlement.  If
       the parties are unable to settle the Claim, the
       Reorganized Debtors will try to reach an agreement with
       the Claimant regarding a Reserve Estimate -- an
       appropriate estimate of the particular Personal Injury and
       Wrongful Death Claim for the purpose of establishing
       a distribution reserve while the Claim is pending
       resolution in a non-bankruptcy forum; and

   (3) If the parties agree on a Reserve Estimate, the Objection
       will be adjourned pending approval of a stipulation and
       order approving the Reserve Estimate and lifting the
       Automatic Stay and Discharge Injunction, which the parties
       will prepare and submit to the Bankruptcy Court, unless
       directed otherwise by either the Bankruptcy Court or
       District Court.  If the parties are unable to agree on a
       Reserve Estimate, and the request to Withdraw Reference
       has been granted, the Reorganized Debtors will request
       the District Court to conduct a hearing solely to
       determine a Reserve Estimate.  After the District Court
       establishes the Reserve Estimate, the Objection will be
       adjourned pending approval of a stipulation lifting the
       Automatic Stay and Discharge Injunction, which the parties
       will prepare and submit to the Bankruptcy Court, unless
       directed otherwise by the District Court or Bankruptcy
       Court.

Mr. Ivester points out that the Litigation Resolution Procedures
will ensure the efficient and cost-effective disposition of
Responses to the Objection by providing a simple and streamlined
procedure for their resolution.  In addition, the procedures will
facilitate the reconciliation of claims filed against the
Reorganized Debtors with the minimum time and expense by the
Reorganized Debtors, the estates, the creditors and other
parties-in-interest, as well as the Bankruptcy Court and the
District Court.

          Court Declares Objection a Non-Core Proceeding

Under Section 157(b) of the Bankruptcy Code, the Bankruptcy
Court may hear bankruptcy cases and "core proceedings arising
under Title 11, or arising in a case under Title 11. . . ."  Core
proceedings include "allowance or disallowance of claims," but
not "liquidation or estimation of contingent or unliquidated
personal injury tort or wrongful death claims against the estate
for purposes of distribution in a case under Title 11. . . ."

"Because the Personal Injury/Wrongful Death Claims are based on
unliquidated, contingent and disputed personal injury tort claims
and wrongful death actions, the 'liquidation or estimation' of
the Personal Injury/Wrongful Death Claims for purposes of
distribution is not a core proceeding," Mr. Ivester contends.

The Bankruptcy Court has further emphasized its lack of
jurisdiction over the liquidation or estimation of personal
injury or wrongful death claims by issuing Del Bankr. L.R. 3007-
1(f)(iv), which provides, "the Court will not consider any
substantive Objection to personal injury or wrongful death claims
that would be in violation of 28 U.S.C.  157(b)(2)(B)."  The
express language of Section 157(b)(2)(B) of the Judiciary
Procedures Code, as further emphasized by Delaware Local Rule
3007-1(f)(iv), indicates that the Omnibus Objection, which is a
substantive objection that requests the disallowance of the
Personal Injury and Wrongful Death Claims, is a non-core
proceeding.

Accordingly, Judge Walrath declares that the Reorganized Debtors'
Omnibus Objection to Personal Injury and Wrongful Death Claims is
a non-core proceeding within the meaning of Section 157.

                Waiver of Local Rule 3007-1(f)(i)

Rule 3007-1(f)(i) of the Local Rules of Bankruptcy Practice and
Procedures of the United States Bankruptcy Court for the District
of Delaware limits the maximum amount of claims that may be
included in one substantive objection to 150 claims.  The
Reorganized Debtors ask the Court to waive Local Rule 3007-
1(f)(i) and allow them to include more than 150 claims in their
omnibus objection to personal injury and wrongful death claims.

The Reorganized Debtors have also crafted procedures to minimize
the drain on the District Court's resources with respect to the
Omnibus Objection.  In constructing these procedures, the
Reorganized Debtors concluded that judicial resources will be
most conserved and creditor confusion will be most minimized if
all of the Personal Injury and Wrongful Death Claims are
contained in the same objection.

Mr. Ivester points out that the Reorganized Debtors are nearing
the end of the claims administration and resolution process.  The
Reorganized Debtors expect to file two substantive objections in
each calendar month, in the maximum number of claims allowed by
Local Rule 3007-1.  Since the Reorganized Debtors intend to file
two substantive objections in each calendar month, they would be
forced to combine the Personal Injury and Wrongful Death Claims
that exceed the 150-claim limit, with another substantive
objection based on wholly different grounds, if their request is
not granted.

Although the Reorganized Debtors could combine the excess
Personal Injury and Wrongful Death Claims with another objection
and remain under the 150-claim per objection limit, the resulting
objections would contain claims that are less similar and would
create unnecessary confusion.  For instance, Mr. Ivester says,
215 of the Claims that are subject to the Omnibus Objection
relate to asbestos injuries.  Due to the nature of these claims
and the development of the asbestos plaintiffs' bar, it is likely
that an attorney may represent several of the asbestos claimants.
It would lessen the burden on an attorney that represents several
clients with these asbestos-related claims if the attorney only
needed to evaluate and respond to one claims objection.

Furthermore, since the objection to the Personal Injury and
Wrongful Death Claims needs to be heard by the District Court,
the Reorganized Debtors would be forced to request the District
Court to withdraw the reference with respect to the Omnibus
Objection to personal injury claims and only part of the
additional objection containing the Personal Injury and Wrongful
Death Claims in excess of 150 that would not fit on the Omnibus
Objection.

Mr. Ivester assures the Court that no party will be prejudiced if
the Personal Injury and Wrongful Death Claims are included in one
omnibus objection, even if the objection includes more than 150
Claims.  Although the number of claims included on the objection
is large, the claims are extremely similar, as are the grounds on
which the Reorganized Debtors are objecting.  Including these
similar claims to which the Reorganized Debtors object on the
same objection will produce the most logical and coherent
procedure for the Court and the creditors, as well as for the
Reorganized Debtors.

                  Request to Withdraw Reference

The Reorganized Debtors ask the U.S. District Court for the
District of Delaware to withdraw the reference to the Bankruptcy
Court with respect to their Omnibus Objection to Personal Injury
and Wrongful Death Claims, for the limited purpose of allowing
the District Court to hear the Omnibus Objection and to:

   (1) expunge those Personal Injury and Wrongful Death Claims
       that no party wishes to prosecute; and

   (2) estimate the remaining Personal Injury and Wrongful Death
       Claims.

If the District Court will not withdraw reference, Mr. Ivester
says, the Reorganized Debtors will be unable to make
distributions to other creditors under the Plan, thereby delaying
the administration of Hayes' case.  If a claimant that has
asserted a Personal Injury and Wrongful Death Claim wishes to
pursue his lawsuit, the Reorganized Debtors will agree, subject
to the conditions stated in the Omnibus Objection, to have the
trial conducted in the forum in which the Personal Injury and
Wrongful Death Claims are currently pending.  In that event, the
Reorganized Debtors will seek estimation of those claims in the
District Court so as to permit distributions under the Plan to
proceed.

According to Mr. Ivester, the Reorganized Debtors are nearing
completion of the claims administration process.  However,
uncertainty regarding the proper amounts to reserve for the
Personal Injury and Wrongful Death Claims is one of the few
remaining obstacles precluding the Reorganized Debtors from
making distributions to unsecured creditors.  The Reorganized
Debtors filed the Omnibus Objection to Personal Injury and
Wrongful Death Claims in an attempt to establish adequate
reserves and resolve these claims in a manner that will enable
them to promptly make distributions under the Plan.

Although the Personal Injury and Wrongful Death Claims cannot be
liquidated or estimated for distribution purposes in the
Bankruptcy Court, the Reorganized Debtors' objections to the
claims are "civil proceedings arising under Title 11, or arising
in or related to a case under Title 11."  Therefore, the District
Court has original jurisdiction of the Omnibus Objection.

The Reorganized Debtors seek to resolve the Personal Injury and
Wrongful Death Claims in the District Court because:

   (a) the Bankruptcy Court does not have jurisdiction to
       liquidate or estimate the Personal Injury and Wrongful
       Death Claims; and

   (b) the Reorganized Debtors need to liquidate or estimate the
       Personal Injury and Wrongful Death Claims before
       distributing stock to the unsecured creditors.

The Reorganized Debtors recognize that the forums in which the
Personal Injury and Wrongful Death Claims were pending before the
Petition Date are better suited to liquidate the Claims if a full
trial is necessary.

The Reorganized Debtors intend to treat any of the responses
received to the Omnibus Objection, as informal requests for
protection from the Discharge Injunction.  The Reorganized
Debtors agree to lift the Discharge Injunction to allow the
parties to liquidate their Personal Injury and Wrongful Death
Claims in the forum in which they are currently pending, provided
that the Claimants:

   -- engage in meaningful discussions in an attempt to settle
      the Personal Injury and Wrongful Death Claim; and

   -- agree to a reasonable amount to be reserved for the
      Personal Injury and Wrongful Death Claim for purposes of
      distributions to other creditors under the Plan.

The Reorganized Debtors will request estimation by the District
Court, only if an agreement cannot be reached on the amount of
stock to be reserved for the distribution. (Hayes Lemmerz
Bankruptcy News, Issue No. 47; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


HEALTHSOUTH: Opens Long-Term Acute Care Hospital in Louisiana
-------------------------------------------------------------
HealthSouth Corporation (OTC Pink Sheets: HLSH) announced it will
open a 20-bed long-term acute care hospital (LTCH) inside Parkview
Care Center in Winnfield, Louisiana. HealthSouth Specialty
Hospital of Winnfield, located at 915 First St., will specialize
in the intensive care and rehabilitation of patients with multiple
acute healthcare needs.

"HealthSouth is pleased to expand further the healthcare services
we offer in Louisiana," said Bob May, HealthSouth interim chief
executive officer. "This new facility is part of our inpatient
division's focus on further LTCH development. It reflects
HealthSouth's commitment to continued, innovative growth and
enhances HealthSouth's reputation for high-quality, cost-effective
patient care."

Long-term acute care hospitals (LTCHs) are designed to meet the
unique healthcare needs of patients who require a hospital stay of
more than 25 days and suffer from chronic conditions.

HealthSouth is the nation's largest provider of outpatient
surgery, diagnostic imaging and rehabilitative health care
services with nearly 1,700 facilities nationwide and abroad.
HealthSouth can be found on the Web at http://www.healthsouth.com/

                        *     *     *

As reported in Troubled Company Reporter's December 26, 2003
edition, Standard & Poor's Ratings Services withdrew its ratings
on HEALTHSOUTH Corp. due to insufficient information about the
company's operating performance, including a lack of audited
financial statements.

Standard & Poor's does not expect the company to be able to
provide restated historical financial statements, or to be able to
generate current-period financial statements, until at least the
second half of 2004. The company has not filed audited financial
statements since Sept. 30, 2002.

On April 2, 2003, Standard & Poor's lowered its ratings on
HEALTHSOUTH Corp. to 'D' after the company failed to make required
principal and interest payments on a subordinated convertible bond
issue that matured on April 1, 2003.

HEALTHSOUTH is currently embroiled in extensive litigation over
several years of allegedly fraudulent financial statements and is
understood to be in discussions with its creditors about
restructuring its debt. Nearly all members of senior management
have left the company, and most of the important corporate
functions have been assumed by professional advisors. Although
HEALTHSOUTH continues to operate its business, neither its
operations nor its financial performance can be assessed by
Standard & Poor's with confidence until the company can generate
audited financial statements.


HOUSTON EXPLORATION: S&P Affirms Low-B Ratings Following Review
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on The Houston Exploration Co. Standard & Poor's
also affirmed its 'BB' senior unsecured and 'B+' subordinated
ratings for Houston Exploration. The outlook is stable. The
affirmations follow Standard & Poor's periodic review of this
company.

The Houston, Texas-based company had about $265 million in
outstanding debt as of March 12, 2004.

The ratings on exploration and production company Houston
Exploration reflect a below-average business profile, largely due
to the cyclical and capital-intensive nature of the petroleum
industry, and a moderate financial profile. Although Houston
Exploration has manageable debt levels relative to reserves and
EBITDA, it has a relatively small reserve base and a rapid
production-decline profile that necessitates a large capital
program to maintain production levels.

The stable outlook reflects Standard & Poor's expectation that
Houston Exploration will fund capital expenditures through
internal cash flows. The company should remain acquisitive, but
such transactions should be financed conservatively, in a manner
consistent with its current ratings. Continued strength in
commodity prices would provide Houston Exploration with a platform
to improve its business profile by using surplus funds to
continue to diversify its production and slowly lengthen its
reserve life.

Houston Exploration is a small, independent petroleum company
engaged in the acquisition, exploration, development, and
production of natural gas and crude oil primarily in South Texas,
offshore in the Gulf of Mexico, and in the Arkoma Basin of
Oklahoma and Arkansas. Standard & Poor's does not assume any
meaningful, long-term support from KeySpan Corp., which
owns about 56% of Houston Exploration's common stock.


IMAGING TECH: Holds Minority Shares of Greenland Corporation
------------------------------------------------------------
In January 2003, Imaging Technologies Corporation ("ITEC") and
Greenland Corporation ("GRLC") completed a stock purchase
transaction whereby ITEC became the majority shareholder of GRLC.
Since January 2003, GRLC has been a subsidiary of ITEC.

Pursuant to a letter agreement dated February 9, 2003 and approved
by the Board of Directors of both ITEC and GRLC, Imaging
Technologies and GRLC have implemented the following:

        1. GRLC has canceled a certain Convertible Promissory Note
           issued by ITEC to GRLC in the amount of $2,225,000;

        2. GRLC has canceled an existing inter-company transfer
           debt of ITEC to GRLC estimated at approximately
           $1,200,000;

        3. ITEC has returned all shares of GRLC common stock
           except for 19,183,390 shares;

        4. 6,000,000 of the shares returned by ITEC to GRLC may,
           at the option of GRLC, be held in a separate escrow
           account under the name of ITEC, but ITEC will convey
           through proxy or  other document, all of its rights to
           GRLC;

        5. ITEC has assigned and granted all right, title, and
           interest in its rights to acquire any and all interest
           in and to ePEO Link, Inc. assets and/or client base;
           and

        6. Members of the GRLC Board of Directors who also serve
           on ITEC Board have resigned from the GRLC Board.

As a result of the above, Imaging Technologies Corporation is now
a minority shareholder of GRLC.  GRLC will no longer be operated
as a subsidiary of ITEC.

                About Imaging Technologies Corp.

Imaging Technologies Corporation (OTC Bulletin Board: IMTO) was
founded in 1982. Headquartered in San Diego, California, the
Company produces and distributes imaging products and provides a
variety of professional services related to human resources to
businesses.

Information on the Company and its subsidiaries is available at
the ITEC Web site at http://www.itec.net/

At Dec. 31, 2003, the company's balance sheet disclosed that
current debts exceeded its current assets by $30.6 million while
total shareholders' deficiency topped $26.7 million.


IPCS: Posts 2004 Gross Activations & Capital Expenditures Guidance
------------------------------------------------------------------
iPCS Inc., a Sprint PCS affiliate that owns and operates the
Sprint PCS network in 38 markets in four Midwestern states,
announced that it now serves more than 227,400 customers.

For the second fiscal quarter, which ended March 31, 2004, the
Company reported gross activations of approximately 26,700 with
net additions of approximately 6,900. Monthly churn, net of 30 day
deactivations, was 2.7% for the quarter. In addition, the Company
provided the following guidance for the fiscal year ended
September 30, 2004:

   -- Gross activations of between 100,000 and 110,000

   -- Capital expenditures of between $11 million and $14.0
      million.

iPCS is the PCS Affiliate of Sprint with the exclusive right to
sell wireless mobility communications, network products and
services under the Sprint brand in 38 markets in Illinois,
Michigan, Iowa and eastern Nebraska with approximately 7.6 million
residents. The territory includes key markets such as Grand
Rapids, Mich., Champaign-Urbana and Springfield, Ill., and the
Quad Cities of Illinois and Iowa. iPCS is headquartered in
Schaumburg, Illinois.

On November 30, 2001, AirGate PCS, Inc. acquired 100% of the
shares of iPCS by means of a stock-for-stock merger. iPCS was
designated as an unrestricted subsidiary of AirGate and both
companies operated as separate business entities. On February 23,
2003, iPCS and its wholly owned subsidiaries filed voluntary
petitions seeking relief from creditors pursuant to Chapter 11 of
the Bankruptcy Code in the United States Bankruptcy Court for the
Northern District of Georgia. On October 17, 2003, AirGate PCS
irrevocably transferred all of its shares of iPCS common stock to
a trust organized under Delaware law. The beneficial owners of
AirGate common stock at the date of transfer are beneficiaries of
the trust. AirGate has no interest in the trust. iPCS filed its
plan of reorganization with the Court on March 31.


IT GROUP: Obtains Go-Ahead for California DTSC Claims Settlement
----------------------------------------------------------------
With respect to matters arising from The IT Group Debtors'
obligations regarding a long-term management and maintenance of
environmental controls at four landfills in California, the
Debtors sought and obtained Court approval for its settlement
agreement with the California Department of Toxic Substances
Control.

                        The Landfills

Debtors IT Corporation, IT Lake Herman Road, LLC, and IT Vine
Hill, LLC own and maintain real property in northern California
on which four landfills are located, known as Montezuma Hills,
Benson Ridge, Vine Hill Complex, and Panoche.  Section 25100 of
the California Hazardous Waste Control Law, Health & Safety Code
and the regulations promulgated under this law require closure
and post-closure care of the Landfills as well as financial
assurance with respect to these obligations.  These requirements
are the subject of a consent order between Debtor IT Corporation
and the State of California in California v. International
Technology Corp., and are also referenced in closure and post-
closure permits for the four Landfills that have been, or will
be, issued by the DTSC and other regulatory authorities.

                     The Disputed Claims

The Debtors' obligations with respect to the Landfills are the
subject of Claim No. 6926 aggregating $79,105,192, in which DTSC
sought:

   -- $7,125,654 with respect to Montezuma Hills;
   -- $4,725,051 with respect to Benson Ridge;
   -- $22,907,727 with respect to Vine Hill; and
   -- $44,346,760 with respect to Panoche.

The amounts consisted of DTSC's past oversight costs and the
amount that DTSC estimated would be required for the agency to
assume full responsibility for post-closure and corrective action
activities with respect to the four Landfills.

                          The Settlement

After negotiations, the Debtors and DTSC agreed to resolve the
Disputed Claims by establishing and funding, as part of the
Debtors' Plan, the IT Environmental Liquidating Trust, for the
purpose of operating and providing for the operation, closure and
post-closure management of the Landfills.

In summary, the terms of the Settlement Agreement are:

(a) DTSC will receive no monetary recovery from the Debtors'
    estates with respect to the Disputed Claims, which are fully
    resolved.

(b) In accordance with the Plan, the Debtors will:

    -- establish the Trust by executing the IT Environmental
       Liquidating Trust Agreement, as referenced in, and made
       part of, the Plan;

    -- take all other steps necessary or appropriate to establish
       the Trust;

    -- contribute $1 million to the Trust; and

    -- appoint in accordance with the terms and conditions of and
       having the duties and powers provided for in the Trust
       Agreement, a Trustee to administer the Trust.

(c) The terms and conditions of the Settlement Agreement will be
    effective when (i) a Court order approving the Plan that
    provides for the establishment and funding of the Trust in
    substantially the form submitted and without alterations
    to the Trustee Agreement that impair DTSC's rights; and (ii)
    a Court order approving the Settlement Agreement have become
    final and non-appealable.

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)


JUNIPER GENERATION: Fitch Revises Watch to Positive from Evolving
-----------------------------------------------------------------
Fitch Ratings revised the Rating Watch on Juniper Generation LLC's
$105 million senior secured bonds to Positive from Evolving. Fitch
currently rates the bonds 'BB'.

The Positive Rating Watch reflects Pacific Gas & Electric's
improved credit quality following PG&E's reorganization and
emergence from bankruptcy. Fitch recently rated PG&E's issuance of
secured bonds 'BBB' with a Positive Rating Outlook. The Rating
Watch on Juniper's bonds will be resolved once Fitch has completed
its ongoing analysis of Juniper's financial performance.

Juniper's bondholders rely on the equity distributions from a
portfolio of 10 gas-fired generation plants and two service
companies. Each of these generating plants is a Qualifying
Facility under federal PURPA legislation, obligating the local
utility to purchase the plant's output at prices established by
the California Public Utilities Commission. The output from nine
plants is sold under Power Purchase Agreements with PG&E. The
output from the remaining plant is sold under a PPA with Southern
California Edison (senior unsecured bonds rated 'BBB' by Fitch).
The service companies perform operations and maintenance at nine
of the plants, and fuel procurement at eight of the plants.


KEENE: Fraudulent Conveyance Case Dismissal Against Genlyte Upheld
------------------------------------------------------------------
The United States Court of Appeals for the Second Circuit, on
April 9, 2004, issued a Summary Order by a three-judge panel,
affirming the March 14, 2003 summary judgment in favor of all
defendants in the case of Lippe et al., Trustees for the Keene
Creditors Trust vs. Bairnco Corporation et al. As a result, The
Genlyte Group Incorporated once again has been exonerated of the
fraudulent conveyance claim filed against it in 1994 in the United
States District Court for the Southern District of New York.

"As we have said from the beginning, this case had no merit and
should never have been brought against Genlyte and the other
defendants," said Larry Powers, Chairman, President and Chief
Executive Officer of Genlyte. "First the Federal District Court
and now the U. S. Court of Appeals have agreed completely with our
position, both stating there was no evidence whatsoever of any
fraudulent conveyance when we formed Genlyte in 1984."

The Keene Creditors Trust claimed that when Genlyte had purchased
certain lighting assets from Keene in 1984, Genlyte failed to pay
fair value for the assets. After Keene filed for bankruptcy in
1992 due to mounting asbestos claims against it, a Creditors Trust
was appointed on behalf of asbestos claimants to gather funds from
Keene's liquidation to pay asbestos claims. The Trust decided to
question numerous previous Keene transactions, among them the
Genlyte asset purchase in 1984, on the grounds that Keene was
already insolvent then and should have been paid more for assets
it sold to other companies, including Genlyte. After nearly 10
years of litigation, the claim against Genlyte was dismissed in
2003, which dismissal has now been affirmed.

The Genlyte Group Incorporated (Nasdaq: GLYT) holds a 68% interest
in Genlyte Thomas Group LLC, which is a leading manufacturer of
lighting fixtures and controls for the commercial, industrial and
residential markets. Genlyte Thomas sells products under the major
brand names of Capri, Chloride Systems, Crescent, Day-Brite,
Gardco, Hadco, Ledalite, Lightolier, Lightolier Controls, Lumec,
Shakespeare Composite Structures, Stonco, Thomas, Vari-Lite and
Wide- Lite in the United States and Canlyte and Thomas in Canada.


KOSA B.V.: Subsidiaries Commence $575MM Senior Note Unit Offering
-----------------------------------------------------------------
KoSa B.V. announced that its wholly owned subsidiaries, KoSa Lux
Finance B.V., Arteva Global Holdings B.V., KoSa UK Finance B.V.
and KoSa Canada Company (the Issuers) are commencing an offering
of $575 million of units consisting of senior notes due 2012. The
Units are being offered in both dollar and euro denominations, and
each Unit will be comprised of senior notes issued by each of the
four Issuers.

The Issuers intend to use the net proceeds of the offering to make
payments in connection with the previously announced acquisition
of INVISTA, to prepay certain outstanding indebtedness under
KoSa's existing credit facilities, to fund related fees and
expenses and for general corporate purposes. The total cash
purchase price for the acquisition is expected to be funded with
the net proceeds of the Units and from other sources, including
the proceeds of new KoSa credit facilities and a cash equity
contribution by subsidiaries of Koch Industries, Inc.

The offering will be made solely by means of a private placement
either to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended, or to certain
persons in offshore transactions pursuant to Regulation S under
the Securities Act. The units and the senior notes to be offered
will not be registered under the Securities Act and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements under the
Securities Act.

KoSa B.V and its subsidiaries -- http://www.kosa.com/-- are
global producers of commodity and specialty polyester fibers,
polymers and intermediates. INVISTA, currently a business unit of
DuPont, is a global producer of nylon, spandex and polyester
intermediates and fibers.

                        *   *   *

As reported in the Troubled Company Reporter's March 11, 2004
edition, Standard & Poor's Ratings Services revised its
CreditWatch  implications to negative from developing for the
ratings on polyester producer KoSa B.V.

At the same time, Standard & Poor's assigned its 'BB' senior
secured bank loan rating and a recovery rating of '2' to the
company's proposed $1.8 billion of bank credit facilities, based
on preliminary terms and conditions. The '2' recovery rating
indicates a substantial (80%-100%) recovery of principal in the
event of a default. Standard & Poor's also assigned its 'B+'
rating to the company's proposed $1.2 billion of senior unsecured
notes due 2012 to be issued under Rule 144a with registration
rights.

Standard & Poor's will resolve the CreditWatch when the
acquisition of INVISTA is completed. At that time, the corporate
credit rating of KoSa will be lowered to 'BB' from 'BB+', the
ratings on the existing bank credit facilities will be withdrawn,
and the ratings that are being assigned will be affirmed.
The outlook will be stable. Following completion of the
acquisition, KoSa B.V. will likely be renamed INVISTA.

"The overall creditworthiness of KoSa, when combined with INVISTA,
will reflect an aggressive financial profile resulting from high
debt leverage at the outset of the proposed acquisition, somewhat
offset by the new KoSa's good business profile as the leading
global manufacturer and marketer of fibers and intermediates,"
said Standard & Poor's credit analyst Peter Kelly.


LAIDLAW INTERNATIONAL: Directors Disclose Equity Ownership
----------------------------------------------------------
Eight directors of Laidlaw International Inc. report in separate
regulatory filings with the Securities and Exchange Commission,
that they beneficially own shares of Laidlaw International, Inc.
Common Stock:

      Name                    Number of Shares
      ----                    ----------------
      Sastre, Maria                 6,750
      Chlebowski, John              6,750
      O'Meara, Vicki A.             6,750
      Randazzo, Richard             6,750
      Stangl, Peter                10,125
      Dickerson, James              6,750
      Wetzel, Carroll R.            6,750
      Nagin, Lawrence M.            6,750

The exercise price of the derivative security is $10.33.  The
stock options become exercisable in three equal annual
installments, beginning on the first anniversary of the grant
date. (Laidlaw Bankruptcy News, Issue No. 46; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LTV CORP: C&K Industrial Objects to 8 Prof. Fee Applications
------------------------------------------------------------
Represented by Mark Schlachet, Esq., in Cleveland, Ohio, C&K
Industrial Services, Inc., makes an Omnibus Objection to the
Interim and final fee applications of eight professionals employed
by The LTV Corporation Debtors or the 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, and 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.

              (2) 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.

              (3) The Blackstone Group LP

       Blackstone was employed as financial advisors to the LTV
       Steel Debtors and presents a final application for
       Compensation of $100,000 and expenses of $6,562.92;

              (4) Professional Solutions LLC

       Professional Solutions was employed as tax accountants
       to the LTV Debtors, and applies for interim compensation
       for the period of September 1, 2003, through September 30,
       2003, of $7,919.90, and $0 expenses.

              (5) Duvin Cahn & Hutton

       DC&H were employed as the Debtors' special labor counsel
       and applies for $553,238.24 in compensation and
       $36,827.86 in expenses.

              (6) Craig Burman

       Craig Burman, in his capacity as special counsel for the
       Debtors employed to review real estate tax assessments by
       the Cook County, Illinois, Assessor's Office and obtain
       relief in the form of refunds or assessment reductions,
       presents his final application for compensation
       in the amount of $99,641.44 for services rendered in
       in connection with tax years 1997, 1998 and 1999.

              (7) Mercer Human Resource Consulting Inc. and

       The LTV Steel Debtors employed Mercer as employee
       benefits and human resources consultants.  Mercer
       presents its interim fee application for the period
       of September 1, 2003, through December 17, 2003, in
       the amount of $346,318.21 and reimbursement of
       expenses of $881.79; and

              (8) 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.

Mr. Schlachet advises expressly that C&K has no objection as to
professionals applying the Copperweld and VP Buildings cases,
where plans were confirmed, nor the applications of Baker &
Hostetler, a firm which entered the LTV Steel cases during the
winddown under an order specifically granting B&K relief from the
priorities among administrative claimants set by the Bankruptcy
Code.

                         The Objection

In general, C&K voices its objection that the applicants are
seeking payment in full, while other administrative claimants,
including C&K, have to date been treated, and will hereafter be
treated, less favorably -- receiving at best partial payment of
their claims -- claims which are entitled under the Bankruptcy
Code to pari passu treatment with the claims of the applicant
professionals.  Since there is authority that, should applicant
professionals be paid allowances "improvidently," these payments
will not later be subject to recapture for the benefit of
similarly situated administrative claimants, this Court's order
upon these applications "may have profound implications going to
the integrity of estate administration."  Therefore, Mr. Schlachet
urges that the Court not authorize payment of professional fees
"except upon due accounting and rational determination" that
administrative claimants will be treated with the equality
"guaranteed by the Bankruptcy Code."

On December 23, 2003 Judge Bodoh issued an Order to establish
distribution and dismissal procedures for LTV Steel and Georgia
Tubing. That Order (among others) placed operating authority of
LTV's windup in the hands of the Debtor and the Administrative
Claimants' Committee.  The Order made a finding that the LTV Steel
Debtors are administratively insolvent.  It follows that no
administrative claimant may be paid in full.  Mr. Schlachet argues
that, if some administrative claimants are paid in full before all
administrative expenses are accounted for and it is later
determined that insufficient funds exist, claimants that did not
receive interim payments could receive unequal treatment."  Mr.
Schlachet reports that he sought to discuss this matter with the
Debtors' counsel, unfortunately, to no avail.

The record fact that the LTV estate is administratively insolvent
is, and has been held to be, dispositive of the issue before the
Court, i.e., full payment to the Applicant Professionals is
contrary to law and equity.

The platform which brings us to this juncture is interesting,
"given the many ways in which parties to a bankruptcy seek
advantage in recouping losses."  In this case the professionals
have obtained a seemingly procedural order which, combined with
the anticipated allowances presently sought (under the guise of a
dismissal of the chapter 11 rather than a chapter 11 liquidation
plan or chapter 7 liquidation), will effect a circumvention of the
Congressional scheme of priorities underpinning the Bankruptcy
Code.  Such a device is substantially similar to and no less sub
rosa than that reversed by the Bankruptcy Appellate Panel in
Bureau of Workers Compensation v. Swallen's, Inc.

Counsel to the Debtor seek millions of dollars in fees for their
law firm, thus impairing their objectivity.  Judge Bodoh' s Order
did not and could not, as the professionals herein are poised to
do, abrogate the statutory right of all administrative claimants
to receive parity inter se.  All Section 503(b) claimants must
receive equal treatment.  Any effort of Applicant Professionals to
"take cover" under the Winddown Orders in this case should be
summarily rejected.

As Judge Kendig held in this matter, the Winddown Order was
"clearly intended to be a tool to ensure that Debtor be able to go
into the marketplace and obtain resources necessary, in this case,
for the wind down of its affairs."  The Applicant Professionals,
unlike Baker & Hostetler, were in place before the Winddown.  The
Debtors did not "go into the marketplace" to engage them.  They
have no order extending relief from Section 364(d)to them.
Priorities such as the Applicant Professionals seek are narrowly
construed, and the burden of proving entitlement rests with the
party seeking it.  For this same reason, Judge Bodoh denied
superpriority status, generally, to administrative claimants
providing services in the Winddown.

The permitted (or mandated) timing of payments under the December
Order permitting dismissal by LTV Steel and Georgia Tubing,
coupled with the Orders of Allowance sought of this Court under
the pending Applications, is such that the Applicant Professionals
could be paid prior to the time that other administrative
claimants receive their second interim distributions (on or after
June 30, 2004).

Judge Bodoh's dismissal Order contains procedural authorization
and direction, with this Court's allowance of these Applications,
to make prompt payment in full.  Given the estate's administrative
insolvency, such a circumstance would frustrate the most basic
principles of bankruptcy jurisprudence, and under precedent in
this District, be arguably irreversible.

The Court must not order such a result: "whatever equitable powers
remain in the bankruptcy courts must and can only be exercised
within the confines of the Bankruptcy Code."  This Court must be
"vigilant in curbing sophisticated procedures which defeat
fundamental fairness."  Accordingly, C&K Industrial Services, Inc.
requests that, except to the extent that other Section 503(b)
claimants have received pro rata distributions on their respective
administrative claims, the Court defer any distribution to the
Applicant Professionals until the Court has received and approved
a distribution plan which assures that all claims allowed or
subject to allowance under Section 503(b) of the Bankruptcy Code
in these proceedings shall be treated with equality.

Alternatively, should this Court issue a ruling which leaves the
Debtors free to pay the Applicant Professionals' allowances
immediately upon allowance, then C&K asks that the Court issue a
stay of distribution under its Order, conditioned only upon C&K
filing a notice of appeal within ten days of the Order's issuance.

                           *    *    *

                        Jones Day Responds

Jones Day f/k/a Jones Day Reavis & Pogue, counsel to the Debtors,
answering through David G. Heiman, Esq., and Nicholas M. Miller,
Esq., at Jones Day's Cleveland offices, replies to the C&K Omnibus
Objection.  The Objection should be overruled for at least two
reasons.  First, C&K's claims are subordinated to those of the
Professionals, pursuant to two prior orders of the Court.  C&K's
claims (once allowed), are non-winddown claims, and are not
entitled to the "equal treatment" that C&K asserts.  Second, C&K
failed to appeal (or, abandoned its appeal of) the Prior Orders
and cannot now, at this late date, revisit these long- settled
issues.

                   C&K's Claims Are Subordinated

A.  The Winddown Order

On February 11, 2003, after notice to, among others, all
administrative claimants and a hearing, the Court entered the
first Winddown Order, which, among other things, bifurcated
administrative claims into two categories:

       (a) certain claims that were necessary to wind down LTV
           Steel's estate and implement the Debtors' asset
           protection plan; and

       (b) certain claims that accrued prior to or during the
           implementation of the APP but that were not necessary
           or appropriate to winddown LTV Steel's estate.

Pursuant to the Winddown Order, all Winddown Claims are entitled
to superpriority status and are to be paid in full in accordance
with monthly winddown budgets.  All Non-Winddown Claims are to be
paid on a pro rata basis from all remaining estate assets.

Four parties, including C&K, appealed the Winddown Order. C&K
ultimately abandoned its appeal.  Accordingly, C&K cannot now
relitigate any of these issues.  The other three appealing parties
settled with LTV Steel and withdrew their appeals with prejudice.
The Winddown Order, thus, is a final order.

B.  The Distribution and Dismissal Procedures Order

In December 2003, the Court entered an Order authorizing LTV Steel
Company, Inc. and Georgia Tubing Corporation to establish
distribution and dismissal procedures.  Among other things, the
Distribution and Dismissal Procedures Order provides that
professional fees will be paid as Winddown Claims and will be
entitled to superpriority status in accordance with the Winddown
Budget, provided that the fees and expenses are allowed by an
order granting a final fee application.

C&K did not appeal the Distribution and Dismissal Procedures
Order.  In fact, no party appealed this Order, and it is now
final.  Accordingly, C&K cannot now assert that professional fees
should be treated as Non-Winddown Claims, nor can C&K now
challenge the procedures by which the Court ordered that such
claims be satisfied.  Where a creditor fails to timely appeal a
final order, that creditor is precluded from collaterally
attacking the order at a later date.

        C&K Cannot Collaterally Attack The Prior Orders

Having abandoned its appeal of the Winddown Order and having
failed to file an objection to the Distribution and Dismissal
Procedures Motion, C&K's current attempt to collaterally attack
the Winddown Order and the Distribution and Dismissal Procedures
Order under the guise of the Objection should be rejected.
Collateral estoppel precludes a party from relitigating an issue
already determined by a court of competent jurisdiction). Thus,
for these reasons, the Objection should be overruled.

                  Baker & Hostetler Joins In!

Baker & Hostetler LLP, general counsel to the Official Committee
of Administrative Claimants, files a Response to the Omnibus
Objection of C&K to the interim and final applications of certain
professionals.  C&K Industrial Services, Inc. states that it has
no objection to Baker & Hostetler's fee application.  The response
filed by Jones Day correctly apprises the Court that the issues
raised in the Objection have already been litigated and
conclusively decided.

However, Baker & Hostetler and the Administrative Committee
reserve the right to object to the reasonableness and necessity of
any professional fees and expenses.  The Administrative Committee
will undertake a comprehensive review of the Final Fee
Applications.  To the extent that any professional seeks a final
fee award at the interim fee application hearings, such a request
for a final fee award is premature and should be heard with all
other final fee application hearings as required by the
Distribution Order.

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)


MAI SYSTEMS: Investors Acquire $3M Debt & 2.4M Shares From CSA Ltd
------------------------------------------------------------------
MAI Systems Corporation (OTC Bulletin Board: MAIY) announced that
HIS Holding, LLC (HISH) a company formed by Orchard Capital
Corporation, to invest in MAI and facilitate a restructuring of
MAI's Balance Sheet, has acquired approximately $3.1 million of
MAI's outstanding debt and 2,433,33 MAI shares from CSA Private
Limited, a majority owned subsidiary of Computer Sciences
Corporation.

HISH investors are the Chairman, the Chief Executive Officer and
the Chief Financial Officer of MAI and Canyon Capital.

The restructuring facilitated by this investment calls for the
conversion of all debt held by HISH and the investment by HISH of
$1 million of cash into MAI at a per share price of $0.10 per
share along with the elimination of all other debt covenant
violations that existed prior to HISH's investment. The details of
the various transactions contemplated to follow HISH's investment
that together will constitute the restructuring of MAI's Balance
Sheet will be described fully in the Company's Proxy Statement for
its 2004 Annual Meeting which is anticipated to be distributed on
or about April 23, 2004. The preliminary Proxy has been filed with
the Security Exchange Commission and is available on EDGAR.

MAI Systems Corporation, headquartered in Lake Forest, California
has worldwide offices for Hotel Information Systems, Inc. sales
and service. Hotel Information Systems, Inc. provides total
enterprise management solutions, improving critical operations and
profitability for global lodging organizations. For information on
the Company's innovative hospitality solutions, call toll-free
800-497-0532, or visit the Hotel Information Systems website at
http://www.hotelinfosys.com/

MAI Systems Corporation can be found on the World Wide Web at
http://www.maisystems.com/


MATRIA HEALTHCARE: Obtains Requisite Waivers in re Tender Offer
---------------------------------------------------------------
Matria Healthcare, Inc. (NASDAQ/NM:MATR) announced that, in
connection with its pending tender offer for the Company's 11%
Series B Senior Notes due 2008, as of April 9, 2004, it had
received waivers from holders of $69.755 million principal amount
of the notes, which represents a majority of the outstanding
principal amount of the notes. The Company has delivered the
waivers to Wells Fargo Bank, N.A., the Trustee. Accordingly the
waiver of the covenant limiting the incurrence of additional
indebtedness by the Company is effective.

Pursuant to the waiver, the Company may, prior to the consummation
of its pending tender offer for the notes, incur additional
indebtedness of up to $150 million to purchase notes in the tender
offer which was commenced on March 29, 2004. Any indebtedness
incurred pursuant to the waiver will be unsecured and subordinated
to the notes. If the Company completes a financing pursuant to the
waiver, the Company will be required to use the proceeds of such
financing to purchase notes that are tendered whether or not the
conditions otherwise applicable to the tender offer are satisfied.
To the extent that the amount of notes tendered exceeds the amount
of proceeds raised by the Company in a financing pursuant to the
waiver, the Company will be required to use such proceeds to
purchase the tendered notes on a pro rata basis.

Holders who have not yet tendered their notes and delivered their
consents may do so at any time prior to the expiration of the
tender offer, which is 12:00 noon, New York City time on April 27,
2004, unless extended. The total consideration to be paid for each
validly tendered note and properly delivered consent will be based
upon a fixed spread of 0.50% over the yield to maturity on the
1.625% U.S. Treasury Note due April 30, 2005. This consideration
includes a consent payment of $20 per $1,000 principal amount of
the notes. However, holders of notes delivered after 9:00 a.m. on
April 13, 2004 will not be entitled to receive the consent
payment, unless the consent payment deadline is extended. Using
the fixed spread formula, the purchase price for the notes will be
set no later than the open of business on the second business day
prior to the expiration date of the tender offer. There is
presently $122,000,000 in principal amount of notes outstanding.

Holders who tender their notes will be required to consent to the
proposed amendments. The consent of holders of a majority of the
outstanding principal amount of notes is required for the proposed
amendments to become effective, but the proposed amendments will
not become operative unless the financing condition described
below is satisfied.

The completion of the tender offer and the consent solicitation
continues to be subject to several conditions, including a
financing condition that the Company is able to replace its
existing credit facility with a new credit facility and/or obtain
other financing through the sale of publicly or privately placed
securities, in each case on terms acceptable to the Company, and
in such amount and combination as the Company in its sole
discretion may determine, the proceeds of which will be sufficient
to allow the Company to purchase all of the outstanding notes.
There can be no assurance that new financing will be available on
terms acceptable to the Company, if at all. Notwithstanding the
foregoing, if the Company completes a financing pursuant to the
waiver, the Company will be required to use the proceeds of such
financing to purchase notes that are tendered whether or not the
conditions otherwise applicable to the tender offer are satisfied.

UBS Investment Bank is acting as the exclusive Dealer Manager for
the offer and the solicitation agent for the consent solicitation.
The tender offer and the consent and waiver solicitation are being
made pursuant to an Offer to Purchase and Consent and Waiver
Solicitation Statement and related documents, which fully set
forth the terms of the tender offer and the consent and waiver
solicitation. Additional information concerning the terms of the
tender offer and the consent and waiver solicitation may be
obtained from UBS Investment Bank at (888) 722-9555 or (203) 719-
4210. Copies of the Offer to Purchase and Consent and Waiver
Solicitation Statement and related documents may be obtained from
MacKenzie Partners, Inc., the information agent, at 105 Madison
Avenue, New York, New York 10016 at (800) 322-2885.

Matria Healthcare is a leading provider of comprehensive disease
management programs to health plans and employers. Matria manages
the following major chronic diseases and episodic conditions --
diabetes, cardiovascular diseases, respiratory diseases, high-risk
obstetrics, cancer, chronic pain and depression. Headquartered in
Marietta, Georgia, Matria has more than 40 offices in the United
States and internationally. More information about Matria can be
found online at http://www.matria.com/


MERCURY AIR: Sells FBO Business to Allied Capital for $76.3 Mil.
----------------------------------------------------------------
Mercury Air Group (Amex: MAX; PCX) announced that its shareholders
have overwhelmingly approved the sale to Allied Capital
Corporation (NYSE: ALD) of the nation's third largest wholly-owned
fixed base operations (FBOs), operating under the name Mercury Air
Centers.  Total consideration received by Mercury for this
transaction is $76,300,000, subject to adjustment based on Mercury
Air Centers, Inc.'s net working capital at the time of closing.

The proceeds from the sale will be used to prepay outstanding long
term debt and associated accrued interest of $41,300,000; post
cash collateral in the amount of $16,000,000 in support of
currently outstanding letters of credit; establish an escrow
account of $8,300,000 to be distributed to Mercury, under certain
terms and conditions associated with the FBO lease at the
Hartsfield International Airport in Atlanta; and pay approximately
$1,700,000 in transaction costs resulting in surplus cash at the
close of the sale of approximately $9,000,000.

"Mercury Air Group opened its first FBO in Burbank, California in
1982 and grew it into one of the nation's largest and unsurpassed
FBO chains in the nation," said Joseph A. Czyzyk, President & CEO
of Mercury Air Group, Inc. "Now, the transaction marks a new
turning point for Mercury Air Group.  For the first time in 50
years, Mercury Air Group will not be burdened with significant
debt.  After a required transition period, we will begin to focus
on the growth of our remaining businesses."

Mercury Air Centers are located in: Alabama (Birmingham);
California (Bakersfield, Burbank, Fresno, Los Angeles, Ontario and
Santa Barbara); Georgia (Atlanta Hartsfield and Dekalb Peachtree);
Indiana (Fort Wayne); Mississippi (Jackson); Nevada (Reno/Tahoe);
Oklahoma (Tulsa); South Carolina (Charleston and John's Island);
Tennessee (Nashville); Texas (Dallas/Addison and Corpus Christi);
and Virginia (Newport News).

                   About Allied Capital

Allied Capital is the nation's largest business development
company and provides long-term debt and equity investment capital
to support the expansion of companies in a variety of industries.
The company also participates in the real estate capital markets
as an investor in non-investment grade commercial mortgage-backed
securities and collateralized debt obligation bonds and preferred
shares.  The company is headquartered in Washington, DC.  For more
information, visit the web site at http://www.alliedcapital.com/


                About Mercury Air Group, Inc.

Los Angeles-based Mercury Air Group (Amex: MAX; PCX) provides
aviation petroleum products, air cargo services and
transportation, and support services for international and
domestic commercial airlines, general and government aircraft and
specialized contract services for the United States government.
Mercury Air Group operates three business segments worldwide:
MercFuel Inc., Maytag Aircraft Corporation and Mercury Air Cargo,
Inc.  For more information, visit http://www.MercuryAirGroup.com/

                           *   *   *

In its Form 10-Q For the quarterly period ended December 31, 2003,
Mercury Air Group, Inc. reported:

"On December 5, 2003, as amended on February 16, 2004, the Company
and its lenders under the Senior Secured Credit Facility executed
the Fifth Amendment to the Loan and Security Agreement and
Forebearance Agreement. Among other things, the Company requested
the lenders and the lenders agreed to forebear from exercising
their rights and remedies under the Senior Secured Credit Facility
for the following events of default, as defined in the Loan and
Security Agreement: (1) the Company's failure to deliver its
annual audited financial statements for fiscal 2003 within the
prescribed time-frame allowed; (2) the formation of a subsidiary,
Mercury Air Center - Long Beach, without the prior consent of the
lenders; (3) the Company's failure to deliver supplemental
schedules to J. H. Whitney as required under the terms of the $24
million Senior Secured 12% Note; and (4)  the Company's failure to
achieve the EBITDA financial covenant for the twelve month period
ended December 31, 2003. The Forebearance Agreement, as amended,
states that the lenders agree, for a limited time but no later
than April 14, 2004, to forebear from exercising their rights and
remedies under the Senior Secured Credit Facility with respect to
the events of default noted above. The Company and Allied have
amended the Definitive Agreement whereby the closing date of the
FBO Sale is now on a date on or prior to May 14, 2004. If the FBO
Sale does not close by April 14, 2004, the Company and the Lenders
will need to amend the FBO Sale closing date in the Forebearance
Agreement or the Lenders would have the right to exercise their
rights and remedies under the Senior Secured Credit Facility with
respect to the events of default noted above."


METALS USA: Withdrawing Common Shares from American Stock Exchange
------------------------------------------------------------------
Metals USA, Inc., a Delaware corporation, has made application
pursuant to Section 12(d) of the Securities Exchange Act of 1934
and Rule 12d2-2(d) and (e) promulgated thereunder to withdraw its
common stock, $0.01 par value and the Warrants to purchase common
stock, from listing and registration on the American Stock
Exchange.

The Company intends to withdraw the Company's common stock from
listing on the American Stock Exchange and to list such securities
on the National Association of Securities Dealers national markets
quotation system. The Company believes this change will afford
investors greater liquidity for security trades.

The Company indicates it has met the requirements of Rule 18 of
the American Stock Exchange by complying with all applicable laws
in effect in the State of Delaware, in which it is incorporated,
and by filing with the Exchange written notice of its intention to
voluntarily withdraw its securities from listing and registration
as set forth in Exhibit A to this Application.

The Application relates solely to the withdrawal from listing of
the Company's common stock from the American Stock Exchange and
shall have no effect upon the continued listing of
such common stock on the NASDAQ national markets quotation system.

By reason of Section 12 (g) of the Securities Exchange Act of 1934
and the rules and regulations of the Securities and Exchange
Commission thereunder, the Company shall
continue to be obligated to file reports under Section 13 of the
Act with the Securities and Exchange Commission.


MIDWEST GENERATION: S&P Assigns B Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services has assigned its 'B' corporate
credit rating to Midwest Generation LLC. The rating is subject to
receipt of acceptable documentation and legal opinions. The
outlook is negative.

Standard & Poor's also assigned its 'B+' rating and its '1'
recovery rating to Midwest Gen's planned $700 million first lien
term loan due 2011 and $200 million first lien working capital
facility due 2009. The '1' recovery rating indicates that lenders
can expect full recovery of principal in an event of default.

Standard & Poor's also assigned its 'B-' rating and '3' recovery
rating to Midwest Finance Corp.'s $1 billion in second lien notes
due 2034. Midwest Finance is a newly created issuing entity for
the notes whose repayment obligations are guaranteed by its
parent, Midwest Gen. The '3' recovery rating indicates that
lenders can expect meaningful recovery of principal (50% to 75%)
in an event of default.

Standard & Poor's emphasizes that first lien and second lien
securities share the same default likelihood as defined by the 'B'
corporate credit rating on Midwest Gen. The range of debt ratings
from 'B+' to 'B-', however, indicates Standard & Poor's
expectations of different recovery prospects for each security
given a payment default.

Standard & Poor's also affirmed its 'B' rating on Midwest Gen's
pass through certificates of $333.5 million due 2009 and $813.5
million due 2016, each of which are guaranteed by Edison Mission
Energy (EME:B/Negative/--). The affirmation follows Standard &
Poor's analysis of Midwest Gen's planned debt restructuring.

Midwest Gen owns or leases 9,218 MW of baseload, mid-merit, and
peaking capacity in the Mid-American Interconnected Network (MAIN)
region located in and around Chicago, Ill. Midwest Gen is wholly
owned by Edison Mission Midwest Holdings (EMMH), which is
indirectly wholly owned by EME.

EME is restructuring Midwest Gen by refinancing debt maturing in
2004, structuring new debt with bullet maturities to stabilize
near-term obligations, and eliminating the onerous Collins lease.
Midwest Gen plans to use the proceeds of the term loan and notes
to terminate the Collins Station lease, which involves retiring
$774 million in notes issued by Midwest Funding LLC (B/Negative/--
) due December 2004 and making a $196 million payment to the lease
equity, PSE&G Corp. Additionally, Midwest Gen will use the
proceeds to retire $693 million in credit facility obligations of
EMMH due in Dec 2004. The new $200 million working capital
facility replaces the undrawn $150 million working capital
facility due 2004.

The negative outlook reflects Midwest Gen's exposure to EME's
creditworthiness and the potential for poor financial performance
if power prices in the Midwest do not rise from recent levels. A
movement of the outlook to stable would require a similar movement
in EME's credit rating outlook. An improvement in the ratings
would require a rise in EME's credit rating, or absent that, an
improvement in power prices and revenue forecasts such that
Midwest Gen would be able to meet it obligations comfortably
without relying on EME's ability to pay on the intercompany
note to Midwest Gen or guarantee the Powerton and Joliet lease
payments.


MIRANT CORP: Canadian Debtors to Distribute Plan to Creditors
-------------------------------------------------------------
The President of the Canadian Mirant Debtors, Rod Pocza, informs
the CCAA Court that on March 11, 2004, the Canadian Debtors and
major stakeholders -- Mirant Corporation, Mirant Americas Energy
Marketing Investments, Inc., Mirant Americas Energy Marketing LP,
Mirant Services LLC, Enron Canada Corporation, Paramount
Resources Ltd., TransCanada Pipelines Ltd., TransCanada Gas
Services, Inc. and TransCanada Energy Ltd. -- met to determine
whether agreement and compromise could be reached with respect to
the status and quantum of the claims filed against the Canadian
Debtors by the Mirant US Affiliates.  The Parties agree that the
Canadian Debtors would proceed to file with the CCAA Court a Plan
of Arrangement and Compromise, in which they would agree to pay
promptly to all creditors with proven claims $0.80 per $1 of
proven claims.

The Canadian Debtors then prepared a Plan of Compromise and
Arrangement in accordance with the principles agreed to in the
Settlement.  It is anticipated that there will be some minor
drafting changes before the Plan is in the form to be delivered
to the Canadian Debtors' creditors.

Accordingly, the Canadian Debtors ask the CCAA Court to:

   (i) approve the service to the 40 affected creditors of the
       Plan a Notice respecting the meeting to consider and vote
       on the Plan, the Monitor's Report respecting the Plan,
       the Voting Letter and the Instrument of Proxy respecting
       the Plan -- the Creditor Package;

  (ii) set the creditors' meeting of the Affected Creditors, for
       their consideration of and voting on the Plan at 10:00
       a.m. on Friday, April 16, 2004, at Bennett Jones LLP,
       4500, Bankers Hall East, 855 - 2nd Street S.W., in
       Calgary, Alberta;

(iii) approve the procedures to be followed at the Creditors'
       Meeting; and

  (iv) approve the constitution of the Affected Creditors as the
       only class of creditors for the purposes of the Plan and
       the Creditors Meeting.

Mr. Pocza contends that the request is fair and reasonable, and
is consistent with the general practice for proceedings in Canada
under the CCAA.

                           *     *     *

Madam Justice Kent rules that:

   -- The Canadian Debtors may seek Plan approval in accordance
      with the proposed procedures;

   -- The Canadian Debtors will call and conduct a meeting of
      the Affected Creditors in the City of Calgary, Alberta to
      consider and vote on the Plan, no later than April 16,
      2004;

   -- The quorum for purposes of the creditors' meeting will be
      Affected Creditors representing at least 5% of the
      aggregate amount of their claims;

   -- If no quorum is present within 30 minutes of the appointed
      time, the meeting will stand adjourned at least seven days
      after but no more than 15 days thereafter;

   -- The Plan and any related materials will be served on the
      Creditors as soon as possible;

   -- The Affected Creditors may attend the meeting in person,
      or may be represented by proxy.  Affected Creditors will
      be entitled to vote in accordance with the Plan.  The
      Canadian Debtors will solicit proxies from the Affected
      Creditors for use at the meeting.  Any Creditor wishing
      to vote at the meeting by way of proxy must deposit a
      completed instrument of proxy with the Canadian Debtors at
      least 24 hours prior to the meeting;

   -- The Canadian Debtors may proceed with the Application to
      Approve the Plan of Arrangement and the final Order at
      10:00 a.m. on April 22, 2004; and

   -- Any interested persons wishing to receive notice of and
      make submissions opposing the Final Application are
      required to file with the CCAA Court on or before 11:00
      a.m. on April 20, 2004, and served on the Canadian
      Debtors, a Notice of Intention to Oppose the Plan
      Approval, which is to include either an address for
      service in Alberta or an address for service by facsimile
      and the grounds of opposition.

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 CORP: Canadian Debtors Want to Extend CCAA Stay to May 15
----------------------------------------------------------------
The Canadian Mirant Corp. Debtors ask the CCAA Court to extend the
stay of proceedings until May 15, 2004.

Rod Pocza, President of the Canadian Debtors, tells Madam Justice
Kent that since February 2, 2004, the Canadian Debtors have
proceeded to close the various sales the Court approved and have
been working to reduce the number of disputed claims and collect
outstanding accounts receivable.

On March 1, 2004, the Canadian Debtors moved their premises to a
small portion of the previous premises and had terminated all but
11 employees as of March 22, 2004.

Mr. Pocza assures the CCAA Court that the Canadian Debtors are
continuing to honor transactions under contracts with Mirant
Americas Energy Marketing Limited, Duke, Engage and NGX as these
contracts, in aggregate, continue to provide positive cash
payments to Mirant Canada on a monthly basis.

In addition, the Canadian Debtors are working diligently at
negotiating, drafting and finalizing a Plan of Arrangement.

According to Mr. Pocza, during the March 11, 2004 meeting with
the major stakeholders, a settlement was reached.  Substantially,
Mirant Corporation and its affiliates and the major creditors
agreed that Mirant Corp. and its affiliates would not share in a
distribution to creditors in return for the creditors accepting
$0.80 to $1 of their claims.  This settlement is conditioned on
Mirant Corp., among other things, obtaining authorization from
the U.S. Bankruptcy Court to proceed with the settlement.  That
approval is expected prior to the date of the final approval of
the Plan, but is not likely to be in place prior to the creditors
voting on the Plan.

Mr. Pocza recalls that on March 18, 2004, the CCAA Court
authorized the Canadian Debtors to distribute a Plan of
Arrangement to its creditors.  That Plan of Arrangement is to be
distributed to creditors to vote on the Plan during the Meeting
on April 16, 2004.  The application for approval of the Plan of
Arrangement is scheduled for April 22, 2004.

Mr. Pocza tells the Court that the Canadian Debtors require an
extension of the stay for them to proceed with obtaining approval
of the Plan of Arrangement.  It is anticipated that there may be
a further extension required thereafter to deal with any disputed
claims.

The Canadian Debtors anticipate that funds will be paid out under
the Plan on or before May 3, 2004.

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)


NATIONSRENT: Creditor Trustee Wants Late-Filed Claims Disallowed
----------------------------------------------------------------
After further review of the claims asserted against the
NationsRent Inc. Debtors, Perry Mandarino, the Creditor Trustee,
identified 107 Claims filed after the Bar Date.  Mr. Mandarino
also notes that each of the Late-Filed Claims arose prior to the
Petition Date and, thus, subject to the General Bar Date.

Among the Late-Filed Claims are:

Claimant                               Claim No.   Claim Amount
--------                               ---------   ------------
Answerthink, Inc.                           3105       $242,813
Auberry, Billie Joe                   3516, 3517      1,000,000
Auberry, Mark                         3514, 3515      3,000,000
Bellsouth                                   3201         54,663
Bruce-Shaw Group LLC                        3276        113,799
Genuine Parts Company                       3173        510,705
Montgomery Ward, LLC, et al.                3431         32,799
Pitney Bowes Credit Corporation             3304         65,261
Prigozen, Elliot                            3504        104,167
Reinhardt, Joseph                           3535     10,000,000

On March 22, 2004, the Creditor Trustee withdrew the Objection to
American Express' Claim No. 3447 and Automated Data Processing's
Claim No. 3139. (NationsRent Bankruptcy News, Issue No. 46;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NATIONWIDE HEALTH: S&P Affirms BB+ Rating on $100MM Preferreds
--------------------------------------------------------------
Fitch Ratings has affirmed the senior unsecured rating of 'BBB-'
on approximately $541 million of senior unsecured notes of
Nationwide Health Properties, Inc. due 2004 through 2038. Fitch
has also affirmed the 'BB+' ratings on $100 million of outstanding
preferred stock. The Rating Outlook is revised to Stable from
Negative.

The revision of Fitch's Rating Outlook to Stable reflects NHP's
improved debt maturity schedule as well as access to capital. On
May 19, 2003, Fitch reviewed NHP and kept its Rating Outlook at
Negative due to the near-term maturities the company faced under
its medium term notes (MTN) program. Since that time, the majority
of NHP's 2003 debt maturities that had a putable feature in its
bonds opted not to put the bonds back to the company and extended
the maturities of these bonds out another five years to 2008.
Additionally, NHP raised a combined total of approximately $250
million in common equity in two offerings (April 2003 and January
2004) improving the company's liquidity.

Fitch's 'BBB-' rating of NHP continues to recognize the support
from a geographically diverse portfolio of assets with stable cash
flows, a well-laddered lease maturity schedule minimizing rollover
risk, and a portfolio with over 80% of the company's facilities
subject to master leases. Additional credit strength is found in
the largely unencumbered asset base offering downside protection
to the unsecured bond and preferred investor. Finally, favorable
demographic trends (i.e. an aging population) will increasingly
drive demand for health care services in 2004 and beyond, which in
turn will result in greater demand for health care facilities.

Additionally, on March 30, 2004, NHP announced that it had agreed
in principle to acquire up to 24 assisted living facilities (ALFs)
in thirteen states from Emeritus Corporation (AMEX: ESC) for
approximately $187 million. On April 6, 2004, NHP closed the first
phase of the transaction acquiring 17 ALFs for $139 million ($99
million in cash funded off NHP's line of credit and $37 million of
assumed mortgage debt). Fitch views the acquisition as a positive
with the introduction of a new tenant to NHP's roster as well as a
portfolio of very productive assets with average occupancy of 90%
(currently higher than NHP's as well as the health care real
estate investment trust [REIT] universe's average occupancy for
ALFs) and average current cash flow coverage of rent before
management fees of 1.5 times (again higher than NHP's and the
other REIT's averages). Emeritus Corporation is a national
provider of assisted living and related services to seniors.
Emeritus is one of the largest developers and operators of
freestanding assisted living communities throughout the United
States. At Dec. 31, 2003, ESC operated, or had an interest in, 175
assisted living communities, consisting of approximately 14,845
units with a capacity for 18,208 residents, located in 33 states.
These include nineteen communities that ESC owned, 109 communities
that the ESC leased, and 47 communities that ESC managed.

Fitch's primary rating concern centers on NHP's tenant
concentration with the top five tenants accounting for 49% of the
company's revenue as of Dec. 31, 2003. Additional concerns on a
macro basis surrounds NHP's investment in skilled nursing
facilities and the volatile nature of the payments system for SNFs
due to dependence on public reimbursement, which continue to
change with public policy initiatives, and the somewhat lingering
effect of industry overbuilding in the assisted living sector,
resulting in slower fill rates for newly developed ALF properties.
An additional concern for Fitch is NHP's increased use of mortgage
debt, which now stands at 10.6% of undepreciated book capital
proforma the Emeritus acquisition up from 6.9% as of March 31,
2003. Fitch will continue to monitor NHP's use of secured debt.

NHP's interest coverage ratios proforma the proposed Emeritus
transaction remain satisfactory for the 'BBB-' ratings category,
with EBITDA to total interest expense of 3.0x as of Dec. 31, 2003.
Including preferred stock dividends, proforma fixed charge
coverage is 2.6x as of Dec. 31, 2003. Both credit statistics have
shown improvement on a year over year basis. Fitch believes this
level provides an appropriate measure of protection for the
unsecured bondholders as well as preferred shareholders relative
to the assigned rating.

Overall usage of debt leverage has steadily decreased from a high
of 53% of undepreciated book capital in the first quarter of 2003
to 46.1% proforma as of Dec. 31, 2003. Total debt plus preferred
stock has experienced similar decreases with proforma leverage of
50.7% down from 59.2%. Fitch does note that NHP's line of credit
currently has $134 million outstanding (including first Emeritus
acquisition) leaving only $16 million of availability. Fitch
expects NHP to introduce additional sources of liquidity into the
company's capital structure. Additionally, NHP maintains a well
laddered debt maturity schedule, with just under $100 million of
bonds maturing in 2004 ($55 million being a putable bond), only
$18 million in 2005 and $63.5 million in 2006.

Nationwide Health Properties, Inc. (NHP) is a $1.8 billion
(undepreciated book capitalization) equity REIT focused on the
health care sector, with investments in assisted living facilities
(54% of investments), skilled nursing facilities (34%), continuing
care retirement communities (11%) and other (1%). NHP's wholly-
owned investments in 350 facilities are located in 38 states.
NHP's largest single operator is Alterra Healthcare Corp. (NYSE:
ALI), which leases 59 assisted living facilities representing 12%
of NHP's total investments (13% of revenues) as of Dec. 31, 2003.
Additionally, Nationwide has a 25% interest in an unconsolidated
joint venture with an institutional investor that owns 49 assisted
living facilities operated by Alterra.


NDCHEALTH: Reschedules Quarterly Report Filing Date to April 19
---------------------------------------------------------------
NDCHealth Corporation (NYSE: NDC) announced that it filed Form
12b-25 with the Securities and Exchange Commission to extend until
Monday, April 19, 2004 the filing of its Quarterly Report on Form
10-Q.

As was previously disclosed, a special committee of NDCHealth's
board of directors is conducting a review of practices and
procedures relating to the timing of revenue recognition of sales
to the value-added reseller channel in the company's physician
business unit.  NDCHealth intends to release its 2004 fiscal third
quarter financial results and file its Quarterly Report on Form
10-Q containing such results as soon as practicable after the
completion of the special committee's review.

NDCHealth (S&P, BB- Corporate Credit Rating, Stable) is a leading
provider of health information solutions to pharmacy, hospital,
physician, pharmaceutical and payer business. For more
information, visit http://www.ndchealth.com/


NES RENTALS: New Board Members to Lead Co. After Bankruptcy Exit
----------------------------------------------------------------
On the heels of a successful emergence from Chapter 11 bankruptcy
in February, NES Rentals Holdings Inc. (OTC Bulletin Board: NLEQ),
one of the nation's largest equipment rental companies, announced
the appointment of a new board of directors. The seven-member
board, chaired by John P. Neafsey, officially began its duties on
April 6, 2004.

Headquartered in Chicago, NES Rentals Holdings Inc. has about
3,000 employees nationwide, with more than 250 in greater Chicago.
Total revenues for 2003 were $567.1 million.

"Members of this board were selected from some of the finest
businessmen in the industry, and we're confident they will help
steer NES to a bright future," said Duff Meyercord, a partner at
Carl Marks Consulting Group and NES' chief restructuring officer.
"The members understand and strongly believe in the future of NES
and will drive the initiatives needed to fulfill that potential."

Board Chairman John P. Neafsey has extensive investment and
management experience and is president of JN Associates, an
investment consulting firm. Neafsey is the chairman of Alliance
Coal Co. and a director of Constar Inc. He also serves on the
board of the West Pharmaceutical Services Co.

Neafsey enjoyed a 23-year career with The Sun Co. as its executive
vice president, its chief financial officer and a board member,
and was twice selected by Institutional Investor as outstanding
oil industry CFO.

Neafsey is a trustee emeritus and presidential councilor of
Cornell University, where he chaired the $46.5 million capital
campaign of the Johnson Graduate School of Business. Neafsey
received a bachelor's degree in mechanical engineering and an MBA
from Cornell University in 1962 and 1963, respectively.

Board member Walter P. Schuetze will serve as NES Rentals' audit
committee chair. A certified public accountant, Schuetze was chief
accountant to the United States Securities and Exchange Commission
from January 1992 through his retirement in March 1995.

Schuetze is audit committee chair on the boards of directors for
Computer Associates International Inc. and TransMontaigne Inc. He
was a KPMG partner from 1965 to 1973 and 1976 to 1992, with an
appointment from 1973 to 1976 to the Financial Accounting
Standards Board.

Schuetze served in the U.S. Air Force from 1951 to 1955 and
received a bachelor's degree in business administration from the
University of Texas at Austin in 1957.

Board member Scott F. Meadow will serve as the head of NES
Rentals' compensation committee. Meadow is a clinical professor of
entrepreneurship at the University of Chicago's Graduate School of
Business (CGSB). In this role he has been awarded the 2002 and
2003 Phoenix Prize for excellence in teaching and was designated
as one of the country's 10 outstanding entrepreneurial professors
by Business Week.

Prior to joining the faculty of the CGSB in 2002, Meadow was a
general partner with Sprout Group, the venture capital affiliate
of CGSB. He spent nearly 20 years as a general partner in the
venture capital industry. Meadow's investment highlights include
Coventry Corp., Sunrise Assisted Living, Managed Health Network,
Sports Authority, CompUSA and Staples. He graduated from Harvard
University in 1977 and received an MBA from Harvard's Graduate
School of Business in 1980.

Board member Douglas K. Ball is founder and president of Marlemar,
a Chicago-based management consulting company that assists start-
up ventures. Before founding Marlemar in 2001 he served as senior
vice president of SecurityLink from Ameritech, where he directed
the assimilation of multiple major acquisitions. Ball has also
held executive level positions at LaSalle Partners and Rubloff
Corp.

Ball received his bachelor's degree in business administration and
master's degree in economics from the University of Missouri in
1963 and 1964, respectively.

Board member R. Barry Uber began his career in 1969 with
Ingersoll-Rand, progressing from sales engineer in the
Construction and Mining Group to general manager of the IRES
operation, a construction-machinery sales, service and rental
subsidiary. Uber later served as vice president and general
manager of the Road Machinery Division and the Power Tool
Division. He concluded his career at Ingersoll-Rand as a corporate
officer and president of the $1.2 billion Construction and Mining
Group, a position he held from 1995 to 1998.

Most recently, Uber was president and chief operating officer of
American Commercial Barge Line (ACBL) in Jeffersonville, Ind.
Before joining ACBL, Uber was president and chief executive
officer of North American Van Lines (NAVL). He engineered NAVL's
1999 acquisition of Allied Van Lines, forming the world's largest
moving services company at $2 billion. Allied Van Lines now trades
as SIRVA Inc.

Uber received a bachelor's degree in business administration from
Penn State University in 1969. He is a 1977 graduate of the
Indiana University Executive Graduate Program.

Board member Michael W. Scott is founder and chief executive
officer of ICap Inc., a Great Falls, Va., consulting and
investment banking firm specializing in the development,
construction and systems integration industries, with extensive
experience in state contracting. In February 2004 Scott merged
ICAP's practice with Cassidy & Pinkard, one of Washington D.C.'s
largest commercial real estate services firms, where he served as
senior vice president of the capital markets group.

Prior to founding ICap, Scott was executive vice president and
chief financial officer for PacifiCorp Capital of Reston, Va., and
Portland, Ore. He also served as president and chief executive
officer of InTANK, a company that designs, builds and operates
advanced robotic systems for testing of aboveground storage tanks.

A certified public accountant, Scott received a bachelor's of
science in accountancy from the University of Illinois, Champaign-
Urbana in 1975 and a J.D. from Georgetown University in 1982. He
serves as an outside director and chair of the audit committee of
Argosy Gaming Co.

The seventh board position will be filled temporarily by Michael
Watchorn. Watchorn is a managing director of Oaktree Capital
Management LLC, functioning as a backup portfolio manager in the
high-yield bond group based in Los Angeles. Watchorn joined
Oaktree upon its formation in April 1995, having previously worked
at Trust Company of the West. He was with Citicorp North America
as assistant vice president from 1989 to 1994 and previously
employed by IBM as a systems engineer from 1984 through 1989.

Watchorn is a chartered financial analyst. He holds a bachelor's
of science in electrical engineering from the University of
California at San Diego, a master's of science in electrical
engineering from the University of Southern California and an MBA
in finance from the University of Chicago.

The board's first task will be to appoint a new CEO for NES
Rentals. The CEO will become the seventh board member, replacing
temporary member Michael Watchorn, and assume the directorship. A
group of potential CEO candidates has been slated and the board
will oversee the final selection.

                     About NES Rentals

NES Rentals Holdings Inc. is the fourth largest company in the $24
billion equipment rental industry. The company focuses on renting
specialty and general equipment to industrial and construction
end-users. It rents more than 750 types of machinery and
equipment, and distributes new equipment for nationally recognized
original equipment manufacturers. NES also sells used equipment as
well as complementary parts, supplies and merchandise, and
provides repair and maintenance services to its customers. In
addition to the rental business NES is the second largest supplier
of traffic and safety services to the construction industry. The
company is a leading competitor in each geographic market it
reaches, from its approximately 141 locations in 34 states and
Canada.


OUTSOURCING SERVICES: Initiates Balance Sheet Restructuring
-----------------------------------------------------------
Outsourcing Services Group, Inc. (OSG) has reached an agreement in
principle with its bondholders and principal equity holders for a
comprehensive restructuring of its balance sheet. The bondholder
group is comprised of a significant majority of holders of OSG's
outstanding 11.375 percent senior subordinated notes due in 2006.

As a result of this restructuring, the Company will have
substantially reduced its debt and improved its credit statistics.
The principal element of the restructuring is an exchange of $105
million principal amount of the aforementioned senior subordinated
notes for equity and other securities.

Moreover, the Company intends to issue an additional $15 million
bank facility to provide added liquidity to bring trade payables
current and fund capital improvements.

"The restructuring and strengthening of OSG's balance sheet will
aid the Company tremendously, providing for sufficient liquidity
and lowering the cash interest burden, while allowing the Company
to sharpen its focus on promoting growth for its business,
employees and customers," said Mr. Joseph M. Healy, the Company's
chairman of the board. Mr. John G. Hewson, President of OSG's
consumer products group of companies added, "We look forward to
using the opportunity this restructuring provides to strengthen
our business for all of our key stakeholders and partners."

OSG's day-to-day operations will continue to be managed by its
existing executive officers and management; however a new board of
directors, appointed by the majority of holders of the senior
subordinated notes, will be announced in due course.

The Investment banking firm of Houlihan Lokey Howard & Zukin
Capital served as financial advisor to the Company and led the
restructuring negotiations.

With corporate headquarters in Woodcliff Lake, N.J., Outsourcing
Services Group, Inc., maintains manufacturing operations in the
U.S., Canada and Mexico. OSG is a leading North American supplier
of outsourced supply chain solutions to the healthcare, cosmetics,
personal care and household products markets.


OWENS CORNING: Court Approves $71.5M Vitro Stock Purchase Pact
--------------------------------------------------------------
Owens Corning and its debtor-affiliates sought and obtained Court
approval, pursuant to Sections 105 and 363(b)(1) of the Bankruptcy
Code, for:

   (1) a Stock Purchase Agreement by and among Owens Corning,
       Owens Corning VF Holdings Inc., Vitro Envases
       Norteamerica, S.A. de C.V. and Vitro, S.A. de C.V.;

   (2) an Escrow Agreement among Vitro Envases, Owens Corning,
       OCVF, and JPMorgan Chase Bank, as Escrow Agent; and

   (3) certain related agreements and actions.

Owens Corning's wholly owned subsidiary, IPM, Inc., owns 100% of
OCVF, a corporation organized under the laws of Canada.  Neither
IPM nor OCVF is a debtor in these proceedings.  OCVF serves
primarily as a holding company, and owns 40% of Vitro OCF, SA de
C.V., a company organized under the laws of Mexico.  The remaining
60% of Vitro OCF is owned by Vitro Envases, a Mexican company
wholly owned by Vitro.  Vitro OCF serves as a holding company for
certain subsidiaries:

   (1) Vitro OCF owns 99.9999% of Vitro Fibras, S.A., a Mexican
       corporation, and Vitro OCF's primary operating entity.
       Vitro Fibras' business is comprised of manufacturing and
       selling fiberglass insulation and reinforcements
       primarily in Mexico, the United States, Central and South
       America, and the Caribbean.  Vitro Fibras owns a
       manufacturing facility in Mexico City, and leases three
       fabrication facilities in Monterrey, Mexicali and San
       Luis Potosi, Mexico.  Vitro Fibras had net sales of
       $63,000,000 in 2003, with a gross margin of $23,100,000
       and EBITDA of $19,800,000.  The figures represent an 81%
       market share of Mexico's insulation market and a 49%
       market share of Mexico's reinforcement market.  Vitro
       Fibras owns 99.9999% of Comercializadora Vitro Fibras,
       S.A. de C.V., a Mexican corporation that is engaged in
       purchasing the raw materials used by Vitro Fibras in its
       manufacturing processes; and

   (2) Vitro OCF also owns 99.9999% of Tecnologia Vitro Fibras
       Ltd., which is the holding company of IP Vitro Fibras
       Ltd., a Swiss corporation that owns intellectual property
       utilized by Vitro Fibras.

OCVF determined to purchase all of the outstanding shares of
Vitro OCF stock owned by Vitro Envases, pursuant to a Stock
Purchase Agreement dated as of January 23, 2004.  Under the Stock
Purchase Agreement, OCVF will also purchase:

   (1) Vitro Envases' one share of common stock of Vitro
       Fibras;

   (2) Vitro Envases' two shares of common stock of
       Comercializadora; and

   (3) Vitro Envases' one share of common stock of Tecnologia.

With the purchase of the Stock and the Subsidiary Stock, OCVF
will own, directly or indirectly, 100% of the capital stock of
Vitro OCF and all of its subsidiaries.

                   The Stock Purchase Agreement

The Stock Purchase Agreement generally provides that:

   (1) OCVF will purchase the Stock and the Subsidiary Stock
       from Vitro Envases for $71,500,000, payable in cash,
       subject to certain adjustments by delivery of:

       (a) $66,137,500 to Vitro Envases; and

       (b) $5,362,500 to the escrow agent appointed pursuant to
           the Escrow Agreement.  The funds will be used to
           satisfy certain potential indemnification claims of
           Owens Corning or OCVF under the Stock Purchase
           Agreement.

       The funds required for OCVF's proposed purchase of the
       Stock and the Subsidiary Stock will be obtained from OC
       Canada, Inc., a non-debtor subsidiary of IPM.  OC Canada
       proposes to purchase certain shares of OCVF preferred
       stock, which will provide OCVF sufficient funds to effect
       the transaction;

   (2) Owens Corning will assume liability for Vitro's guaranty
       of certain obligations of Vitro OCF to Enron Energia
       Industrial de Mexico, S. de R.L. de C.V., on account of
       an energy agreement;

   (3) Vitro and Vitro Envases are to be bound by certain
       non-competition provisions, and the Parties to certain
       confidentiality provisions, for a period of five years
       from closing;

   (4) At closing, each of Vitro and Vitro Envases, and Owens
       Corning and OCVF, will deliver to each other certain
       general releases, releasing each other from all claims
       to the closing date, except as expressly described and
       excepted from the releases;

   (5) At or prior to closing, Vitro Envases will cause to be
       made to Vitro OCF a cash capital contribution in an
       amount sufficient to satisfy Vitro Fibras' outstanding
       debt to Vitro, relating to Vitro Fibras' purchase of
       common stock of Comercializadora and, effective
       immediately prior to closing, the debt will be repaid
       from the proceeds of the cash contribution;

   (6) Subject to certain exceptions, after closing, Vitro OCF
       and its subsidiaries will have no rights or interest in
       the intellectual property rights identified as licensed
       on certain schedules of the Stock Purchase Agreement,
       other than those indicated as "retained."  With respect
       to the trade secrets and copyrights identified as
       "retained," Vitro Envases and Vitro will grant to Vitro
       OCF and its subsidiaries a non-exclusive, royalty-free,
       irrevocable, perpetual right and license to use the
       intellectual property within North America, Central
       America, South America and the Caribbean and to improve,
       create derivative works and modify the intellectual
       property in connection with the use, but not to transfer
       the right or license to a third party;

   (7) Promptly after the closing, Owens Corning will use
       its reasonable best efforts to remove Vitro from a Parent
       Guaranty, dated December 15, 1999, made by Vitro in favor
       of Enron Energia, to the extent that the Parent Guaranty
       pertains to the performance of Vitro OCF and its
       subsidiaries of their obligations under an Amended and
       Restated Agreement for Provision of Electrical Power
       Generation Capacity and Associated Electrical Energy,
       dated December 15, 1999, among Enron Energia, Vitro
       Corporativo, S.A. de C.V. and certain other subsidiaries
       of Vitro.  Owens Corning will execute a replacement
       guaranty with terms similar to the Parent Guaranty.
       Generally, the Energy Agreement provides for the supply of
       necessary energy products and services to Vitro Fibras;

   (8) Simultaneous with the closing, the Wool Products
       Agreement and the Textile Products Agreement between
       Formento de Industria y Comercio, S.A. and Owens-Corning
       Fiberglass Corporation, both dated December 28, 1956 will
       terminate without liability to either party;

   (9) The obligations of the Parties to be performed at closing
       are subject to certain conditions, including, but not
       limited to:

       (a) Bankruptcy Court approval;

       (b) approval of the Mexican Federal Competition
           Commission under the Mexican Competition Law;

       (c) the accuracy of the representations and warranties
           made by the Parties in the Stock Purchase Agreement;

       (d) the absence of litigation with respect to the
           transactions contemplated by the Stock Purchase
           Agreement;

       (e) execution of forms of agreement including a
           Transition Services Agreement, Escrow Agreement,
           Vitro Club Agreement, Cullet Supply Agreement, and
           the General Releases;

       (f) execution and delivery of certain easements by Vidrio
           Plano de Mexico, S.A. de C.V. and by Vitro Fibras;
           and

       (g) consent of TECHINT Compagnia Tecnica Internazionale
           S.p.A. Glass Plants STM Division to amend certain
           Contracts between Vitro Fibras and STM;

  (10) From and after the closing, Vitro Envases is to indemnify
       Owens Corning and its directors, officers, employees and
       controlled and controlling persons, including OCVF, and
       Vitro OCF and its subsidiaries for 60% of all Claims
       resulting from the breach of a representation or warranty
       of the Stock Purchase Agreement and 100% of all Claims
       resulting from the breach of a covenant of the Stock
       Purchase Agreement, subject to certain terms and
       conditions.  However, neither Vitro Envases nor Vitro
       will be liable to Owens Corning or its affiliates, or
       Vitro OCF or its subsidiaries for any Claim to the extent
       the Claim:

       (a) has been assumed by the Asbestos Personal Injury
           Trust or the Asbestos Property Damage Trust
           established by Owens Corning's plan of
           reorganization; and

       (b) is channeled to either of the trusts by the plan of
           reorganization, the channeling injunction
           contemplated by Section 524(g) of the Bankruptcy
           Code, or any court order.

       Owens Corning and OCVF will use reasonable efforts to
       list Vitro OCF and its subsidiaries in Owens Corning's
       plan of reorganization as "protected parties," as that
       term is defined in Section 524(g) of the Bankruptcy Code.
       Similarly, Owens Corning and OCVF, jointly and severally,
       are to indemnify Vitro Envases and its affiliates and
       their directors, officers and employees for all Claims
       resulting from the breach of a representation,
       warranty or covenant of the Stock Purchase Agreement, and
       with respect to certain tax obligations, subject to
       specified terms and conditions.  With specified
       exceptions, indemnification claims must be brought within
       a two-year time period after closing.  Indemnification
       claims are also subject to amount limitations;

  (11) The Stock Purchase Agreement may be terminated prior to
       closing under various circumstances, including:

       (a) by mutual written agreement of Owens Corning and
           Vitro Envases;

       (b) by either Owens Corning or Vitro Envases if the
           closing has not occurred by May 31, 2004 or, if by
           May 31, 2004 the only remaining unsatisfied condition
           to the closing is the approval of the Mexican Federal
           Competition Commission, by July 31, 2004; or

       (c) by either Vitro Envases or Owens Corning if a
           condition to their obligations becomes incapable of
           fulfillment and has not been waived by the other
           party;

  (12) With certain specified exceptions, any disputes relating
       to the Stock Purchase Agreement are to be settled by
       binding arbitration held in New York City in accordance
       with the Commercial Arbitration Rules of the American
       Arbitration Association; and

  (13) The Stock Purchase Agreement is to be governed by the
       laws of the State of New York.

                       The Escrow Agreement

Pursuant to the Stock Purchase Agreement, $5,362,500 of the
Purchase Price will be deposited with JPMorgan Chase Bank, as
escrow agent and held in an escrow account.  The Escrow Agreement
generally provides that the escrowed funds will be used to
satisfy claims made by Owens Corning or OCVF pursuant to Article
8 of the Stock Purchase Agreement.  Eighteen months and one day
after the date of the Escrow Agreement, the Escrow Agent is to
disburse to Vitro Envases the escrowed funds that have not been
distributed prior to the date, less any amounts Owens Corning has
certified are subject to pending claims pursuant to Article 8 of
the Stock Purchase Agreement.  The Escrow Agreement is to be
governed by the laws of the State of New York.

                The Transition Services Agreement

Prior to the transactions contemplated by the Stock Purchase
Agreement, Vitro Corporativo, S.A. de C.V., a Mexican corporation
and an affiliate of Vitro and Vitro Envases, provided Vitro OCF,
Tecnologia, IP Vitro Fibras Ltd., Vitro Fibras and
Comercializadora with certain administrative, financial,
accounting, tax and other services.  So that the Acquired
Companies can continue to receive the services from Corporativo
for a transition period after the closing, Corporativo and the
Acquired Companies will execute a Transition Services Agreement.
The Transition Services Agreement generally provides that
Corporativo will provide to the Acquired Companies, either
directly, through one of its affiliates or through third-party
providers, a variety of administrative and other services,
pursuant to a specified fee structure, as designated in the
Agreement.

Corporativo will provide the services for one year, except that
certain consulting and information technology services will be
provided for a two-year period.

                    The Cullet Supply Agreement

Prior to the contemplated purchase of the Stock and the
Subsidiary Stock, Vidrio Plano supplied to Vitro Fibras cullet,
which is a glass material used in the production of fiberglass
insulation and insulation-type products.  Vidrio Plano will
continue to supply cullet to Vitro Fibras after the consummation
of the Stock Purchase Agreement, pursuant to a supply agreement
to be entered into between the parties.

                   Additional Related Agreements

The Stock Purchase Agreement contemplates that Vitro Fibras and a
third party, Desarrollo Personal y Familiar, A.C., are to enter
into the "Vitro Club Agreement," which permits the employees of
Vitro Fibras to use Desarrollos' recreational facility.  In
addition, the Stock Purchase Agreement provides that Vitro Fibras
and STM may enter into amendments of these agreements:

   (1) their Contract for Technological Materials, Equipment and
       Carpentry for Assembling of Roll-up Machine and a Linked
       Shrinking Machine, dated August 31, 1999;

   (2) their Contract for Technological Materials, Equipment and
       Carpentry for Assembling of a Facing Equipment, dated
       December 23, 1999; and

   (3) their Contract for Technological Machinery, Engineering
       Package, Training and Supervision Activities Relevant to
       a Glass Wool Production Line, dated September 12, 2000.
       These agreements relate to services and equipment provided
       by STM to Vitro OCF for a fiberglass insulation production
       line.

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)


PARMALAT: US Debtors Want NJ Union CBA Extended Until Sept. 19
--------------------------------------------------------------
Debtor Farmland Dairies, LLC is a party to a collective bargaining
agreement with Local 338, RWDSU/UFCW, AFL-CIO, covering 300
employees at Farmland's Wallington, New Jersey facility.  The CBA
recognizes the Union as the exclusive bargaining representative
for all Union employees.  By its terms, the CBA expired on
March 19, 2004.

To avoid any disruption of the U.S. Debtors' operations that may
result from the absence of a collective bargaining agreement in
place at the New Jersey facility, on March 12, 2004, the parties
agreed to modify and extend the terms of the CBA while they
negotiate a new collective bargaining agreement.  The March 12
Agreement is the product of good faith and arm's-length
negotiations, and enables the parties to avoid uncertainties and
substantial risks attendant to the expiration of the CBA.

The salient terms of the March 12 Agreement include:

   -- The CBA will remain in full force and effect through and
      including September 19, 2004;

   -- Each active employee who has successfully passed his/her
      probationary period will receive a $600 lump sum wage
      payment;

   -- Commencing April 2004 and continuing through September
      2004, Farmland will increase its monthly contribution
      to the Union Employees' Health & Welfare Fund by:

      (a) $40 per month -- to $285 per month -- for full-time
          employees; and

      (b) $5 per month -- to $100 per month -- for part-time
          employees;

   -- All of the remaining provisions in the CBA will apply
      unchanged during the Extension Period;

   -- During the Extension Period, the parties will continue to
      negotiate the terms of a new collective bargaining
      agreement.  The effectiveness of the new agreement will
      be subject to its execution by the Court-approved
      purchaser and a completed closing of the contemplated
      sales transaction; and

   -- Farmland expressly reserves all its rights under the
      Bankruptcy Code, including, but not limited to, its
      rights under Sections 1113 and 1114.

The total cost of the Agreement is less than $171,000 for the
lump-sum wage adjustment, and less than $69,000 for the increases
to the Health & Welfare Fund.

In negotiating the Agreement, Gary T. Holtzer, Esq., at Weil,
Gotshal & Manges LLP, in New York, tells Judge Drain that the
U.S. Debtors considered the complexity of their business
situation and the importance of the Union Employees to their
business and the value of their estates.  The Agreement ensures
the continuation of uninterrupted operations at the New Jersey
facility.  The New Jersey facility accounts for 45% of Farmland's
total U.S. business, producing 1.7 million gallons of fluid milk
per week and 80 million gallons per year.  The Union Employees
operate the processing equipment at the New Jersey facility, and
load and unload the Debtors' products into and out of trucks.
Without the Union Employees, the Debtors would be unable to
receive, process or deliver milk at the New Jersey facility.

Mr. Holtzer reminds the Court that a large portion of the U.S.
Debtors' business is tied to contracts and arrangements with
customers, whereby the customers purchase the Debtors' products
to deliver them to retail stores and consumers.  A number of
these contracts contain provisions that deem an interruption of
sales to be an event of default, allowing the customers to
terminate the agreements.  In cases where there are no contracts,
any interruption in supply could cause a customer to end its
relationship with the Debtors and seek supply from the Debtors'
competitors.  As the dairy business is extremely competitive, the
Debtors' customers will quickly find alternative suppliers if the
Debtors fail to fulfill customer orders.  The Debtors have
already learned that a disruption in supply can lead to the loss
of valuable customers, as they experienced a very rapid loss of
customers when, prepetition, their milk flow was interrupted by a
lack of financial liquidity.  Once a customer switches to a
competitor, the Debtors may not regain that customer's business.

The U.S. Debtors also considered the need to avoid a major
disruption to their business while they are pursuing a sale of
substantially all of their assets.  A disruption to the Debtors'
business caused by a strike by the Union or a mass departure by
Union Employees during this critical time would erode the value
of the Debtors' business.  The erosion in value would have
a direct and adverse impact on the purchase price the Debtors
could recover for their assets during the Sale Process.  To the
extent the purchase price declines, the Debtors will have less
cash available for distribution to their creditors.

"[T]he Agreement is necessary to maintain short-term stability
and to maximize the potential for the swift and successful
completion of the Sale Process," Mr. Holtzer says.

For all these reasons, the Debtors ask the Court to approve the
Agreement.

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 GROUP: Gets Final Nod to Hire McDermott as Co-Counsel
--------------------------------------------------------------
The U.S. Parmalat Debtors sought and obtained the Court's
authority to employ McDermott, Will & Emery, on a final basis, as
counsel in matters in which Weil, Gotshal & Manges, LLP cannot
and do not act.

When and to the extent that Weil Gotshal does not, McDermott
will:

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

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

   (c) perform all other necessary legal services in connection
       with the prosecution of these Chapter 11 cases.

The firm has expertise in virtually all areas of law, including,
bankruptcy, reorganization, creditors' rights, distressed debt
trading, banking, secured financing, and commercial litigation.
McDermott possesses the recognized expertise in bankruptcy
matters, having been actively involved in major Chapter 11 cases.
Stephen B. Selbst, a partner who heads McDermott's bankruptcy
practice in New York, will lead the legal team.

The U.S. Debtors will compensate McDermott for its services in
accordance with the firm's standard hourly rates:

          Partners                         $410 - 695
          Associates                        235 - 415
          Legal assistants                  160 - 215

Mr. Selbst's current hourly rate is $610.

The U.S. Debtors will also reimburse McDermott for its actual and
necessary out-of-pocket expenses.

McDermott represented, currently represents, or may represent in
the future these parties-in-interest:

Entity                              Relation to Debtors
------                              -------------------
GE Capital Public Finance           Lease Holder
Citibank N.A., London Branch        Securitization Facility Agent
Comerica Bank                       Unsecured Creditor
International Paper                 Unsecured Creditor
Dairy Farmers of America            Unsecured Creditor
Dugussa Texturant Systems Sales     Unsecured Creditor
CornProducts                        Unsecured Creditor
Metropolitan Life Insurance Co.     Unsecured Creditor
Bank Hapoalim                       Lessor
Societe Generale                    Lessor
ING Bank                            Lessor
Deloitte & Touche                   Former Accountant

McDermott received signed waiver letters from GE Capital, on
behalf of itself and affiliated entities, and from Citigroup
Inc., on behalf of itself and affiliated entities, which assent
to McDermott's representation of the Debtors.  The waiver
letters, however, forbid the firm from bringing any litigation
for the recovery of monetary damages or for any equitable relief
against GE Capital or Citigroup.  By the terms of the waiver
letters, McDermott may not:

      (i) challenge the allowance, enforceability, priority,
          amount, extent or payment of any indebtedness owed by
          any party to GE Capital or Citigroup or to the
          attachment, perfection, extent or priority of any of
          the liens securing any such indebtedness;

     (ii) assert any claim, counterclaim or cross-claim against
          GE Capital or Citigroup of any kind whatsoever;

    (iii) challenge any rights, remedies, benefits or protections
          previously afforded to GE Capital or Citigroup under
          any final debtor-in-possession financing order or final
          cash collateral order entered the bankruptcy cases; or

     (iv) assert any claim for litigation sanctions against
          GE Capital or Citigroup.

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)


PG&E: Shareholder Rights Plan Expires Following Chapter 11 Exit
---------------------------------------------------------------
The rights issued under PG&E Corporation's (NYSE: PCG) Shareholder
Rights Plan expired Monday concurrent with Pacific Gas and
Electric Company's exit from Chapter 11.  The PG&E Corporation
Board of Directors voted in February to terminate the Shareholder
Rights Plan on the effective date of the utility's Chapter 11 plan
of reorganization.

The expiration of the rights is a response to shareholders who
supported a proposal at the Corporation's 2003 annual meeting to
terminate the plan. It is also a response to the improved
financial and regulatory circumstances arising from the utility's
exit from Chapter 11.

The Board adopted the Shareholder Rights Plan in December 2000,
when the company faced the extraordinary financial circumstances
brought on by the California energy crisis.  The plan was intended
to protect the Corporation's shareholders in the event the
Corporation was presented with inadequate offers or coercive or
unfair takeover tactics.


PREMCOR REFINING: S&P Rates $1 Billion Bank Facility at BB+
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating and a
recovery rating of '1' to independent petroleum refiner The
Premcor Refining Group Inc.'s $1 billion senior secured credit
facility. In addition, the company's 'BB-' corporate credit rating
was affirmed. The outlook is negative.

The bank loan is rated two notches higher than Premcor's corporate
credit rating. The '1' recovery rating reflects Standard & Poor's
expectations of full recovery of principal if Premcor defaults on
the facility.

Old Greenwich, Connecticut-based Premcor had about $1.45 billion
of debt outstanding as of Dec. 31, 2003.

Proceeds from the new credit facility will be used to refinance
all indebtedness outstanding under Premcor's $785 million senior
secured credit facility (which will be retired) and to pay related
transaction costs. Future drawings on the facility are expected to
be used primarily to support working capital needs with modest
draws expected for general corporate purposes.

The ratings on Premcor reflect its aggressive debt leverage and
participation in a very competitive, capital-intensive, and
erratically profitable industry.

"In the near term, Standard & Poor's ratings actions will depend
on how the company either consumes or conserves liquidity relative
to its future spending needs," said Standard & Poor's credit
analyst Steven Nocar.

The most likely case for negative ratings actions is a depression
in refining margins that causes Premcor's cash resources to
dwindle as it strives to meet new clean fuels standards.
Conversely, positive actions to the company rating or outlook will
be tied to improvement in Premcor's cash resources such that
Standard & Poor's gains confidence in Premcor's ability to
shoulder its hefty capital-spending requirements. As Premcor's
high levels of capital spending extend into 2006, the earliest
Standard & Poor's would consider removing its negative outlook on
Premcor is mid-to-late 2004.


PRESTOLITE: S&P Removes Ratings Watch over Acquisition News
-----------------------------------------------------------
Standard & Poor's Ratings Services removed its 'B-' corporate
credit rating and other debt ratings on Prestolite Electric Inc.
from CreditWatch where they were placed on May 9, 2003. The
resolution of the Creditwatch reflects the company's announcement
that it will be acquired by an affiliate of First Atlantic Capital
Ltd. (unrated). The outlook is stable.

"All ratings on Prestolite will be withdrawn if the transaction is
consummated as currently contemplated, with the rated debt being
repaid in full," said Standard & Poor's credit analyst Nancy
Messer.

Ann Arbor, Michigan-based Prestolite, a manufacturer of
alternators and starter motors for original equipment
manufacturers and the aftermarket, had total balance sheet debt of
about $108 million as of Dec. 31, 2003. First Atlantic Capital is
a New York, New York-based private equity investment firm.


PRIDE INT'L: Appoints Toufeeq & Kricorian to Top Level Positions
----------------------------------------------------------------
Pride International, Inc. (NYSE: PDE) announced that its Board of
Directors appointed Imran (Ron) Toufeeq as the Company's new Vice
President of Engineering & Technical Services and Mario Kricorian
as Vice President of Latin American Operations.

As previously disclosed, Jonathan Talbot has been appointed Vice
President of Marketing.

Mr. Toufeeq was previously employed for 20 years by R&B Falcon,
ultimately serving as Senior Vice President of Operations.  Most
recently, Mr. Toufeeq served in an advisory capacity to other
companies in the drilling industry. Mr. Toufeeq received a
Bachelors of Mechanical Engineering in 1976, a Masters of
Mechanical Engineering in 1978 and a Masters of Business
Administration in 1980, all from the University of Houston.  Mr.
Toufeeq's responsibilities will include management of the
completion of Pride's three remaining deepwater platform rig
construction projects currently being constructed on behalf of
two major oil company customers.

Mr. Talbot has served as Director of International Business
Development since January 1, 2002 and has been with Pride
(including an affiliate acquired in 1997) since 1990.  Mr. Talbot
received a Bachelors of Science in Mining Engineering from
University College (Cardiff) and a Masters of Business
Administration from Warwick Business School, both in the UK.

Mr. Kricorian has been with Pride and its predecessor entities
since 1970, where he has occupied financial, accounting and
administrative positions relating to the Company's Latin American
operations.  Most recently, Mr. Kricorian served as Financial and
Administrative Manager for Latin America. Mr. Kricorian attained
the equivalent of a U.S. doctorate degree in public accounting
from the Universidad de Buenos Aires.

Pride International, Inc., headquartered in Houston, Texas, is one
of the world's largest drilling contractors.  The Company provides
onshore and offshore drilling and related services in more than 30
countries, operating a diverse fleet of 331 rigs, including two
ultra-deepwater drillships, 11 semisubmersible rigs, 35 jackup
rigs, 30 tender-assisted, barge and platform rigs, and 253 land
rigs.

                        *   *   *

As reported in the Troubled Company Reporter's March 2, 2004
edition, Standard & Poor's Ratings Services placed its 'BB+'
corporate credit rating on Pride International Inc. on CreditWatch
with negative implications, along with other ratings. The rating
action is based on the company's net loss in fourth-quarter 2003,
and lower cash flow from operations leading to credit measures
that are below expectations for the rating.


PROXIM CORP: Names Kevin Duffy as COO and Michael Angel as CFO
--------------------------------------------------------------
Proxim Corporation (Nasdaq: PROX), a global leader in wireless
networking equipment for Wi-Fi and broadband wireless networks,
announced the promotion of Kevin J. Duffy to Chief Operating
Officer from his prior role of Senior Vice President, Product
Development.

Proxim also announced the appointment of Michael D. Angel as Chief
Financial Officer for the company and that Christopher M. Jones
has rejoined Proxim as Senior Vice President of Global Sales.

As Senior Vice President, Product Development, Mr. Duffy has been
responsible for all of Proxim's product line management and
product development.  In his new role of COO, Mr. Duffy will
continue to manage these areas, as well as oversee Proxim's global
sales, operations and customer service organizations, to improve
cross-functional efficiencies.

Michael Angel is assuming the role of Chief Financial Officer
effective immediately as part of an extended transition process
with David Thompson, who is leaving the company for personal
reasons.  Mr. Thompson will remain with Proxim for a transition
period, focusing on the fiscal close for the first quarter and
continuing to work with our strategic investors with respect to
Proxim's capital structure.

As Chief Financial Officer, Mr. Angel will oversee Proxim's
financial management and information systems. In addition to
extensive experience in finance and accounting, strategic
planning, and manufacturing operations, Mr. Angel has a strong
background in the wireless market.  Mr. Angel has previously
served as Executive Vice President and CFO for Spectrian
Corporation, a wireless infrastructure company, and held a number
of finance positions with National Semiconductor, including
Director of Finance for its Analog Product Group, and its Wide
Area Networks Division and Wireless Communications Product lines.

Chris Jones returns to Proxim as Senior Vice President of Global
Sales, with responsibility for worldwide enterprise, carrier and
channel sales. Mr. Jones served until July 2003 as Proxim's Vice
President of North American Sales and Operations.  Prior to
Proxim, Jones has held senior-level sales executive positions with
Comstor, 3Com Corporation and the former U.S. Robotics
Corporation.  With Jones' return to lead Proxim's sales
organization, Deborah Ablahat-Cipriano, previously Senior Vice
President of Sales and Marketing, will focus exclusively on
Proxim's marketing initiatives and organization in her new role as
Senior Vice President of Marketing.

"We believe the changes and additions to our executive staff will
deliver greater focus on cross-functional operations, thereby
enabling Proxim's return to sustained growth and profitability,"
said Frank Plastina, Chairman and CEO. "On a personal note, I
would like to thank David Thompson for his accomplishments at
Proxim, including improving the company's operational structure
and finances."

"David has done an outstanding job for Proxim, and will continue
to play a key role in the near term regarding our capital
structure," Plastina added. "I respect David's need to address his
personal priorities and as a long-time friend, I fully support him
and his family."

                      About Proxim

Proxim Corporation is a global leader in wireless networking
equipment for Wi-Fi and broadband wireless networks. The company
is providing its enterprise and service provider customers with
wireless solutions for the mobile enterprise, security and
surveillance, last mile access, voice and data backhaul, public
hot spots, and metropolitan area networks. More information about
Proxim can be found on the Web at http://www.proxim.com/

                     *   *   *

As reported in the Troubled Company Reporter's March 24, 2004
edition, Proxim Corporation's financial statements for the year
ended December 31, 2003, issued on March 11, 2004 and filed on
March 15, 2004 with the Securities and Exchange Commission in the
Company's Annual Report on Form 10-K, contained a going concern
qualification from its auditors.


PSEG ENERGY: Weak Financial Measures Spur Fitch's Rating Cut
------------------------------------------------------------
Fitch Ratings lowered the senior unsecured debt ratings of PSEG
Energy Holdings to 'BB' from 'BBB-'. The Rating Outlook is
Negative.

The revised ratings reflect weak financial measures that have not
improved as anticipated and are nconsistent with the current
ratings and overall business risk inherent in Holdings portfolio
of investments in international energy businesses and financial
assets. The Negative Outlook reflects the weak credit quality of
several counter parties accounting for about 25% of the leveraged
lease portfolio, the contract termination risk in Poland and the
continuing political and currency risk in Latin America and other
emerging markets where Holdings has significant investments.
Merchant exposure could increase as a result of the Polish
governments announced intention to terminate a number of PPA's
with power suppliers, including a 20-year agreement with a project
owned by Holdings subsidiary PSEG Global. The PPA termination
payment is uncertain and may not reflect the present value of the
lease payments.

For the 12-months ended Dec. 31, 2003, Holdings' consolidated
ratio of Earnings Before Interest Taxes Depreciation and
Amortization (EBITDA)/ interest expense, as reported (before other
income), is 2.2 times (x) and debt/EBITDA 6.0x. Excluding non-
recourse debt the ratio of debt/EBITDA falls to 4.0x.These
measures should improve given the modest level of forecasted
capital expenditures and resulting free cash flow over the next
several years, but are not expected to support an investment grade
rating. The free cash flow is targeted for a combination of debt
reduction and dividends to parent Public Service Enterprise Group
(PSEG). The level of financial improvement will depend on the
extent of debt reduction achieved at Holdings.

Favorably, Holdings has reached an agreement with Midwest
Generation to terminate its lease in the Collins generating
facility for $184 million (about $80 million net of taxes).
Because of its location in the over supplied Midwest region, mode
of operation as a peaking unit and financially weak counter party,
the Collins lease is the weakest in the lease portfolio. The
agreement is contingent upon the successful completion of a $1
billion financing by Midwest Generation to fund the repayment of
lease debt and equity. The February retirement of $267 million
senior unsecured debt with available cash was also positive. The
successful completion of the Collins termination agreement, a
constructive resolution of the PPA termination negotiation in
Poland and a reduction of merchant exposure in Texas could lead to
a Stable Rating Outlook. The company owns 1,000 MW of merchant
generation in Texas and currently about 31% is hedged in 2004 and
2005.


RAYTECH: Net Loss Balloons to $66.4 Million at December 28, 2003
----------------------------------------------------------------
Raytech Corporation (NYSE: RAY) announced the results of
operations for the year ended December 28, 2003. Net sales for the
period of $205.9 million compared to $209.9 million for the 2002
fiscal year, a decrease of $4 million or 2%. The Company recorded
a net loss for the period of $66.4 million or $1.59 per basic
share compared to a net loss for the 2002 year of $2.8 million or
$.07 per basic share.

The Company recorded net sales of $48.2 million during the fourth
quarter of 2003 compared to $52.8 million in the fourth quarter of
2002, a decrease of $4.6 million or 9%. The Company recorded a net
loss for the fourth quarter of 2003 of $47.8 million or $1.14 loss
per basic share compared to a net loss of $2.0 million or $.05
loss per basic share for the fourth quarter of 2002.

The most significant impact on the fourth quarter and full year
results was the recording of an impairment charge. The charge
reduced the carrying value of goodwill and other intangible assets
$38.8 million and certain long-lived assets, property, plant and
equipment, $11.0 million. The Company had recorded a loss of $17.0
million through the third quarter of 2003.

The Company received waivers from its lenders pertaining to
certain covenants in its lending agreements pertaining to the
material adverse condition brought about by the recorded loss for
the period. There were no other covenant violations.

The impact of the charges noted above was a decrease in cash
during fiscal 2003 of $3.6 million. The year-end cash of $16.4
million compares to $20.0 million at year-end 2002. The total cash
and available lines of credit were $27 million and $28.8 million
at year-end 2003 and 2002, respectively.

Raytech Corporation is a recognized world leader in the production
of wet and dry clutch, power transmission and brake systems, as
well as specialty engineered polymer matrix composite products and
related services for vehicular applications, including automotive
OEM, heavy duty on-and-off highway vehicles and aftermarket
vehicular power transmission systems. Through three technology and
research centers and six manufacturing operations worldwide,
Raytech develops and delivers energy absorption, power
transmission and custom-engineered components focusing on niche
applications where its expertise and technological excellence
provide a competitive edge.

Raytech Corporation, headquartered in Shelton, Connecticut,
operates manufacturing facilities in the U.S., Germany, England
and China as well as technology and research centers in Michigan,
Indiana and Germany. The Company's operations are strategically
situated in close proximity to major customers and within easy
reach of geographical areas with demonstrated growth potential.

Raytech common stock is listed on the New York Stock Exchange and
trades under the symbol ARAY. About Equals Company information may
be accessed on our Internet website http://www.raytech.com/


RELIANCE GROUP: Inks Stipulation Resolving New York Tax Claims
--------------------------------------------------------------
Reliance Group Holdings asks Judge Gonzalez to approve a
Stipulation with the New York State Department of Taxation and
Finance.  The Stipulation will settle all of New York's Claims
against the Debtors that arose before June 12, 2001.

On January 23, 2003, the NY Department of Taxation filed a Tax
Claim against the Debtors for $3,718,375.  On December 22, 2003,
the Debtors objected.  Steven R. Gross, Esq., at Debevoise &
Plimpton, explains that it would require significant resources to
litigate the Tax Claim issues and would deplete the assets of the
Debtors' estates, producing a reduced recovery to creditors.
Rather than haggle over the Tax Claim, the Debtors and the NY Tax
Department want to compromise and settle their issues.

The Stipulation provides that the NY Tax Department has an
allowed, unsecured, prepetition priority Claim for $300,000.  The
Claim will be deemed assessed by the NY Tax Department on the
Effective Date of a Chapter 11 Plan.  The NY Tax Department will
release and discharge the Debtors of all other obligations.
According to Mr. Gross, the Committee supports this Motion.

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)


ROOSE COMPANY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Roose Company
        5211 Trabue Road
        Columbus, Ohio 43228

Bankruptcy Case No.: 04-55075

Type of Business: The Debtor is a general contractor that
                  offers services like design building and
                  Remodeling.  See http://www.rooseco.com/

Chapter 11 Petition Date: April 2, 2004

Court: Southern District of Ohio (Columbus)

Judge: Charles M. Caldwell

Debtor's Counsel: John W. Kennedy, Esq.
                  1570 Fishinger Road
                  Columbus, OH 43085
                  Tel: 614-451-9660

Estimated Assets: Unstated

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Bank One, NA                               $250,000

Larry Ayers                                 $54,726

Strawser Paving Company, Inc.               $34,450

Ellis Brothers Inc.                         $29,888

Plummer Incorporated                        $28,243

Ersco Corporation                           $26,004

Advanta Bank Corp.                          $23,642

Haslett Heating & Cooling                   $21,308

Ohio Valley Precast, LLC                    $19,718

H P Construction, Inc.                      $18,651

Phoenix Masonry, Ltd.                       $14,948

Bank One-First USA Bank, NA                 $14,393

Home Depot                                  $14,369

Kendrick/Mollenauer Painting                $13,795

Jim Trafzer Excavating, Inc.                $13,756

Ultra Concrete Construction                 $12,449

Loeb Electric                               $12,310

Nautilus/Schwinn Fitness Group              $12,242

Schneider & Sons Interiors                  $11,115

Columbus Drywall & Insulation, Inc.         $10,704


SAFETY-KLEEN CORP: Creditor Trust Objects to Various Claims
-----------------------------------------------------------
Oolenoy Valley Consulting LLC, as Trustee of the Safety-Kleen
Creditor Trust, identified 23 claims, which should be disallowed
and expunged because these claims have already been paid by the
Debtors.

The 23 Fully Paid Claims include:

     Claimant                                 Claim Amount
     --------                                 ------------
     Analytical Laboratories, Inc.                 $344.54
     Boulevard Produits de Bureau                 2,613.54
     Enwin Utilities                                 60.60
     Frontier Auto                                  442.42
     General Fasteners, Ltd.                         42.08
     Genicom Canada Inc.                            862.55
     George Heiser Body Co. Inc.                    135.75
     Goyen Valve Corporation                        646.90
     Honeywell Limited                            3,147.81
     Pardy's Waste Management                     1,464.21
     Spectrum Tech Group dba Ciber Inc.          38,744.74
     Zep Manufacturing Co.                          929.68

Certain claims relate to obligations belonging to certain non-
debtor entities.  As there is no liability on the part of any
Debtor with respect to these claims, they should be disallowed and
expunged.

The 19 No Liability Claims include:

     Claimant                                 Claim Amount
     --------                                 ------------
     Border Brokerage Co. Inc.                  $93,000.00
     Cam-Or Site Extended Group               Unliquidated
     Charles Matses                           Unliquidated
     Combustion Inc. Site Preparation Group     542,859.00
     Envirotek Preparation Group                126,365.00
     Four County Landfill Group                  73,505.28
     Mackenzie Oil Limited                        3,619.91
     Mettler Toledo Inc.                          2,255.70
     MPG Fire Services Inc.                   Unliquidated
     Northside Sanitary Landfill Site Trust     276,000.00
     Peak Oil RD/RA Group                       253,590.00
     Pitney Bowes                                 1,100.00

Based on the Trustee's review of the Debtors' books and records,
the Debtors have no liability with respect to 16 claims.
Accordingly, the No Basis Claims should be disallowed and
expunged.  The 16 No Basis Claims include:

     Claimant                                 Claim Amount
     --------                                 ------------
     American Realty Consultants Inc.          None stated
     B & C Sales & Service                     None stated
     Chemclene Site Defense Group              $255,500.00
     Patton Plumbing                           None stated
     Plumbers, Steamfitters & Marine Fitters     75,000.00
     SBC Holdings Inc.                          587,254.05
     So-Cal Airgas Inc.                        None stated
     Telephone Movers                          None stated
     The Bissell Companies Inc                   32,397.06
     Three Sisters Ranch Enterprises         20,000,000.00

Furthermore, the Trustee identified 79 Claims related to
contribution and indemnification filed by claimants who are co-
defendants and who may be liable with one or more of the Debtors
to lawsuits relating to damages allegedly caused by the claimants
and the Debtors relating to environmental matters.  No judgment of
liability has been signed against any of the claimants.
Therefore, these claims are contingent and mandatorily barred by
Section 502(e)(1)(B) of the Bankruptcy Code.

The 79 Contribution and Indemnity Claims, all of which are
unliquidated, include those filed by:

       Claimant
       --------
       Alcoa, Inc.
       Allied Waste Industries, Inc.
       Amcast Precision Products
       Applied Micro Circuits Corp.
       Appropriate Technologies II, Inc.
       APW Electronic Solutions
       Artistic Polishing & Plating Inc.
       Beaver Adhesives Inc.
       BFI Trans River (LP), Inc.
       George T. Booth, Jr.
       Borden Inc.
       Cardinal Industries Finishes
       Chester Engineers, Inc.
       Chevron USA Inc.
       Covina Irrigating Company
       Deutsch Engineered Connecting Devices
       E. I. DuPont de Nemours and Company
       Eli Lilly & Company
       ExxonMobil Corporation
       Fluor Enterprises
       General Dynamics Corporation
       Gulfstream Aerospace Corporation
       Hitachi Home Electronics/America Inc.
       Honeywell International
       HSC Remedy Trust
       J. H. Mitchell & Sons Distributors
       J. F. Burns Machine Co. Inc.
       Johns Manville International, Inc.
       Kwang Son Kim, Youngey Kim & US Dry Cleaners
       Masco Corporation
       Medeva Pharmaceuticals
       Metropolitan Water District of Southern California
       Murphy Oil USA, Inc.
       National Realty & Development Corporation
       Pacific Bell
       Raytheon Company
       Regents of the University of California
       Reichhold Chemicals Inc.
       San Gabriel Valley Water Co.
       Screwmatic Inc.
       Sunbeam Corporation
       Sunco Inc. (R&M)
       Systech Environmental Corporation
       The Boeing Company
       Transgulf Industries, Inc.
       Union Oil Company of California
       Valleycrest Landfill Site Group
       Western Atlas, Inc.

(Safety-Kleen Bankruptcy News, Issue No. 76; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


SAXON ASSET: Fitch Downgrades Class BF-1 Notes Rating to BB
-----------------------------------------------------------
Fitch has taken rating actions on the following Saxon Asset
Securities Trust issue:

Series 2001-1 group 1:

        --Class AF-4 affirmed at 'AAA';
        --Class AF-5 affirmed at 'AAA';
        --Class AF-6 affirmed at 'AAA';
        --Class MF-1 affirmed at 'AA';
        --Class MF-2 affirmed at 'A';
        --Class BF-1 downgraded to 'BB' from 'BBB' and removed
            from Rating Watch Negative.

Series 2001-1 group 2:

        --Class AV-1 affirmed at 'AAA';
        --Class MV-1 affirmed at 'AA';
        --Class MV-2 affirmed at 'A';
        --Class BV-1 affirmed at 'BBB'.

The negative rating action on class BF-1 of group 1 is taken due
to the level of losses incurred and the high delinquencies in
relation to the applicable credit support levels as of the March
2004 distribution date.

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


SBA COMMUNICATIONS: Will Discuss 1st Quarter Results on May 7
-------------------------------------------------------------
SBA Communications Corporation (Nasdaq: SBAC) announced it will
release its 1st quarter results on Thursday, May 6, 2004, after
the market close.  SBA will host a conference call on Friday, May
7, 2004 at 9:00 A.M. Eastern Daylight Time to discuss these
results.  The call may be accessed as follows:

    When:             Friday, May 7, 2004 at 9:00 A.M.
                      Eastern Daylight Time

    Dial-in number:   888-428-4479

    Replay:           May 7, 2004 at 3:15 P.M. to May 21, 2004 at
                      11:59 P.M.

    Number:           800-475-6701

    Access Code:      728212

    Internet access:  http://www.sbasite.com

SBA is a leading independent owner and operator of wireless
communications infrastructure in the United States.  SBA generates
revenue from two primary businesses -- site leasing and site
development services.  The primary focus of the Company is the
leasing of antenna space on its multi-tenant towers to a variety
of wireless service providers under long-term lease contracts.
Since it was founded in 1989, SBA has participated in the
development of over 25,000 antenna sites in the United States.

For more information about SBA, go to http://www.sbasite.com/

                        *    *   *

As reported in the Troubled Company Reporter's March 9, 2004
edition, Standard & Poor's Ratings Services raised its corporate
credit rating on Boca Raton, Florida-based wireless tower operator
SBA Communications Corp. to 'CCC+' from 'CCC'. The senior
unsecured debt rating, which was raised to 'CCC-' from 'CC',
remains two notches below the corporate credit rating due to the
material amount of priority obligations relative to the estimated
asset value. These ratings were removed from CreditWatch, where
they were placed with positive implications on Jan. 23, 2004. The
ratings outlook is stable.

"The upgrades are based on improved liquidity prospects as the
result of the company refinancing its old credit facility with the
$400 million bank credit facility," explained Standard & Poor's
credit analyst Michael Tsao. "Without the refinancing, the company
faced significant debt amortization in each of the years during
the 2004-2007 time period. However, with minimal amortization on
the new bank facility, the risk of SBA Communications having a
liquidity issue before 2008 has been substantially lessened."

Nonetheless, ratings on SBA Communications still reflect its
substantial leverage, which is a consequence of its past expansion
activities. During the 1999-2001 time frame, the company incurred
more than $650 million of debt to finance the acquisition and
building of about 3,500 towers, based on the expectation that
growth in wireless services would strongly bolster demand for
limited tower space. However, as wireless carriers scaled back
their capital spending beginning in 2001, largely in response to
market conditions, SBA Communications was unable to grow EBITDA
fast enough and reduce leverage despite trimming expenses and
selling more than 780 towers in 2003. At Dec. 31, 2003, leverage
was an aggressive 13x debt to annualized EBITDA (12.7x after
adjusting for operating leases).


SIRIUS SATELLITE: Releasing 1st Quarter 2004 Results on April 21
----------------------------------------------------------------
SIRIUS Satellite Radio (Nasdaq: SIRI), known for delivering the
very best in commercial-free music and premium sports programming
to cars, homes and boats across the country, will announce first
quarter 2004 financial and operating results on Wednesday, April
21, 2004. The company will hold a conference call at 10:00 A.M.,
Eastern Time.  To access the call, please dial in approximately 10
minutes prior to the start time using one of the numbers below:

    Call-in number: (973) 582-2745
    Toll-free number: (877) 691-0878
    Moderator: Joseph Clayton

The conference call will be simultaneously web-cast at
http://www.sirius.com/

If you are unable to participate in the live call on April 21, an
audio replay will be available after 12:00 P.M., Eastern Time, on
April 21, through midnight on May 21. To access a replay of the
call, visit http://www.sirius.com/or dial one of the numbers
below:

    Replay number: (973) 341-3080
    Toll-free replay number: (877) 519-4471
    Pass code: 4692366

                        About SIRIUS

SIRIUS -- http://www.SIRIUS.com-- is the only satellite radio
service bringing listeners more than 100 streams of the best music
and entertainment coast-to-coast.  SIRIUS offers 61 music streams
with no commercials, along with over 40 world-class sports, news
and entertainment streams for a monthly subscription fee of only
$12.95, with greater savings for upfront payments of multiple
months or a year or more.  SIRIUS is also the official satellite
radio partner of the NFL.  Stream Jockeys create and deliver
uncompromised music in virtually every genre to our listeners 24
hours a day.  Satellite radio products bringing SIRIUS to
listeners in the car, truck, home, RV and boat are manufactured by
Kenwood, Panasonic, Clarion and Audiovox, and are available at
major retailers including RadioShack, Circuit City, Best Buy, Car
Toys, Good Guys, Tweeter, Ultimate Electronics, Sears and
Crutchfield.  SIRIUS is the leading OEM satellite radio provider,
with exclusive partnerships with DaimlerChrysler, Ford and BMW.
Automotive brands currently offering SIRIUS radios in select new
car models include BMW, MINI, Chrysler, Dodge, Jeep(R), Nissan,
Infiniti, Mazda, Audi, Ford and Lincoln-Mercury.  Automotive
brands that have announced plans to offer SIRIUS in select models
include Mercedes-Benz, Jaguar, Volvo, Volkswagen, Land Rover and
Aston Martin.  Genmar Holdings, the world's largest manufacturer
of recreational boats, Formula Boats and Winnebago, the leading
supplier of recreational vehicles and motor homes, also offer
SIRIUS.  Hertz currently offers SIRIUS in 29 vehicle models at 53
major locations around the country.

                         *   *   *

As previously reported, Standard & Poor's Ratings Services
assigned its 'CCC-' rating to Sirius Satellite Radio Inc.'s new
$250 million convertible notes due 2009.

At the same time, Standard & Poor's affirmed its existing ratings,
including its 'CCC' corporate credit rating, on the satellite
radio broadcaster. The outlook is stable. The New York, New York-
based firm has approximately about $450 million in debt.

"The company is expected to use the proceeds for general corporate
purposes, including expanding distribution and product
development," according to Standard & Poor's credit analyst Steve
Wilkinson. He noted, "The added liquidity is important to ratings
stability given the considerable cash being consumed as Sirius
works to accelerate subscriber growth."


SOLUTIA: Unsecured Panel Asks Court to Disband Equity Committee
---------------------------------------------------------------
The Official Committee of Unsecured Creditors asserts that an
equity committee should not have been appointed in the Solutia
Debtors' Chapter 11 cases.  Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, tells the Court that the
Debtors appear to be hopelessly insolvent and have stated on
numerous occasions that they are insolvent.  Specifically:

   * The Debtors have stated in their December 17, 2003 Form 8-K
     and March 15, 2004 10-K, that equity holders' common stock
     is likely to be cancelled and no distribution made on
     account of common stock;

   * The Debtors noted in their 10-K Filing that the
     Shareholders' deficit, as of December 31, 2003, was
     $1,125,000,000; and

   * The Debtors' schedules to their first day declaration filed
     on the Petition Date, stated that, as of September 30, 2003,
     the Debtors had total assets of $2,900,000,000 and total
     liabilities of $3,200,000,000 on a consolidated basis.

The Debtors' financial reports indicate a negative book value of
equity for the last nine quarters and, as of December 31, 2003,
the negative book value of equity ballooned to over
$1,100,000,000.  Furthermore, the public markets indicate that
the Debtors are hopelessly insolvent since:

     (i) the unsecured notes trade at 38 cents on the dollar -- a
         steep discount to par value;

    (ii) claims of trade suppliers have significant discounts as
         well;

   (iii) the common equity of the Debtors has been de-listed from
         the New York Stock Exchange and currently trades at 44
         cents; and

    (iv) the Debtors were unable, prior to the Petition Date, to
         refinance or restructure all of their existing
         indebtedness despite concerted efforts to do so.

Thus, equity interests holders are unlikely to receive any
recovery in a confirmed reorganization plan and have no economic
interest in the Debtors' Chapter 11 cases.

Mr. Dizengoff contends that the existence of the Equity Committee
will result in considerable and unnecessary administrative costs
to the Debtors' estates at the expense of their unsecured
creditors.  The costs, including the Equity Committee's likely
retention of attorneys and financial advisors, as well as the
delay in the proceedings attendant to the appointment of the
Equity Committee, will be borne by the Debtors' unsecured
creditors.  The Debtors are already burdened by the substantial
demands of the Chapter 11 process and the two current official
committees.

Mr. Dizengoff also contends that the Shareholders do not need a
separate official committee to participate in the Chapter 11
cases.  The Shareholders are able to adequately represent
themselves because they are institutional investors who will
retain their own counsel if their economic interests warrant
participation in the Debtors' bankruptcy.

Therefore, the Creditors Committee asks the Court to direct the
disbandment of the Equity Committee.

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)


SUPERIOR ESSEX: Barbara Blackford Named Exec. VP, General Counsel
-----------------------------------------------------------------
Superior Essex Inc. (OTC Bulletin Board: SESX) announced that
Barbara Blackford has joined the Company as Executive Vice
President, General Counsel and Secretary.

Ms. Blackford joins Superior Essex from AirGate PCS, Inc., a PCS
Affiliate of Sprint, where she served as Vice President, General
Counsel and Secretary. Prior to AirGate, Barbara was Associate
General Counsel for Corporate Governance, Securities and Mergers &
Acquisitions at Monsanto Company, and was in private practice and
partner with the law firms Kutak Rock and Long, Aldridge & Norman.
Ms. Blackford earned both her undergraduate and law degrees from
the University of Alabama.

"We are pleased with Barbara's decision to join the company," said
CEO Stephen Carter.  "Her depth of experience will provide us with
essential legal knowledge and leadership and will make her a
welcome addition to our senior management team."

                   About Superior Essex

Superior Essex Inc. is one of the largest North American wire and
cable manufacturers and among the largest wire and cable
manufacturers in the world. Superior Essex manufactures a broad
portfolio of wire and cable products with primary applications in
the communications, magnet wire, and related distribution markets.
The Company is a leading manufacturer and supplier of copper and
fiber optic communications wire and cable products to telephone
companies, distributors and system integrators; a leading
manufacturer and supplier of magnet wire and fabricated insulation
products to major original equipment manufacturers (OEM) for use
in motors, transformers, generators and electrical controls; and a
distributor of magnet wire, insulation, and related products to
smaller OEMs and motor repair facilities.  Additional information
can be found on its web site at http://www.superioressex.com/

                        *   *   *

As reported in the Troubled Company reporter's March 31, 2004
edition, Standard & Poor's Ratings Services said it affirmed its
'B+/Stable/--' corporate credit rating, its 'B+' secured debt
rating, and its 'BB' senior secured bank loan rating on Atlanta,
Georgia-based Superior Essex Inc. At the same time, Standard &
Poor's assigned its 'B' rating to Superior Essex's proposed $275
million senior unsecured notes due 2012.

The corporate credit rating reflects a below average business
profile, characterized by cyclical operating volatility and low
profitability and returns, partially offset by a solid financial
profile for the rating, and strong market positions in certain
segments of the cable and wire industry.


TECNET INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: TECNET, Inc.
        aka US Access
        3016 Lincoln Court
        Garland, Texas 75041

Bankruptcy Case No.: 04-34162

Type of Business: Telecommunication Services.

Chapter 11 Petition Date: April 8, 2004

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Mark A. Weisbart, Esq.
                  5950 Sherry Lane, Suite 222
                  Dallas, TX 75225
                  Tel: 214-379-0790

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  More than $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
MCI WorldCom                            $50,174,422
6929 N. Lakewood Ave.
Tulsa, OK 74117-1808

Sprint                                  $21,595,399
P.O. Box 79133
Phoenix, AZ 85062-9133

Quest - Switch Minutes                  $15,184,360
555 17th St.
Denver, CO 80202

Global Crossing                         $11,453,566
435 West Commercial St.
East Rochester, NY 14445

Wiltel                                   $2,835,059
6929 N. Lakewood Ave.
Tulsa, OK 74117-1808

Broadwing-Switch Minutes                 $1,945,309
1122 Capital of Texas Highway So.
Austin, TX 78746-6426

MFS Telecom                              $1,444,238
6929 N. Lakewood Ave.
Tulsa, OK 74117-1808

Lucent Technologies                        $692,820
P.O. Box 200955
Dallas, TX 75230-0955

MCI Telecommunications                     $580,440
6929 N. Lakewood Ave.
Tulsa, OK 74117-1808

Covista                                    $476,139
1 Mack Centre Dr.
Paramus, NJ 07652-3908

Integrated Comm. Solution                  $360,268
4450 Belden Village St. NW, Suite 4
Canton, OH 44718

Level (3) Communications, LLC              $314,756
Department #182
Denver, CO 80291-0182

Sprint - Disputes                          $277,568
1500 Dragon St., Suite A
Dallas, TX 75207

Micromuse, Inc.                            $224,924

PointOne Telecommunications                $202,400

Protel, S.A.DE D.V.                        $197,171

Netrail Dispute                            $166,887

AIT, Inc.                                  $148,720

Focal Communications Corp.                 $100,436

Telephone Electronics Corp.                 $90,972


THERMOVIEW: David Anderson to Take Over as New Chief Fin'l Officer
------------------------------------------------------------------
ThermoView Industries, Inc. (Amex: THV), one of the country's
largest full-service home improvement companies, announced that
David A. Anderson has taken the position of Chief Financial
Officer of ThermoView Industries, Inc. and will begin in his
official capacity on May 2nd, 2004.

Mr. Anderson, who has been in the role of Executive Vice President
of Finance for ThermoView for the past several months, has a long
working history in the finance and accounting arena within the
home improvement and remodeling industry. From 1998 through 2003,
he served as Vice President and Treasurer of Leingang Home Center
and Thermal Line Windows, Inc., both subsidiaries of ThermoView.
From 1986 and until the acquisition of these companies in 1998 by
ThermoView, Mr. Anderson served as the Chief Financial Officer
giving him almost 20 years experience the home improvement
industry and the window manufacturing sector.

"We are pleased and feel quite fortunate to have David as our new
CFO," said Charles L. Smith, ThermoView's president and CEO. "He
brings so much to the table in the way of knowledge of the
industry and his background in finance is impressive. He will
prove to be a great leader as he understands our mission and
objectives from his past experience working with one of our most
successful subsidiary offices as well with our manufacturing
facility."

Prior to Mr. Anderson's entry into the home improvement products
market, he worked for a regional CPA firm and as the CFO for an
Oil and Gas development company, Westex Petroleum, in Bismarck,
North Dakota.

In addition to Mr. Anderson's business experience, his other
accomplishments include serving as the state of North Dakota's CPA
Society President and Board Chairman and the President of the
Bismarck Chapter of CPA's, the President and Board Chair of the
Missouri Slope Areawide United Way, a million dollar fundraising
organization, and is currently serving as a member of the Board of
Directors of the Bismarck-Mandan Chamber of Commerce. In addition
to his ten plus years of community involvement with the local
United Way, David served as a Catechist for the Corpus Christi
Church for five years and also volunteered as a Citizen Advocate
for the Developmentally Disabled.

Anderson will replace Jeffrey L. Fisher who will maintain the
position of CFO until May 2nd before moving on to a position
within another industry.

"Jeff has been a valuable member of our senior management and we
wish him the best in his future endeavors," said Smith.

                About ThermoView Industries, Inc.

ThermoView is a national company that designs, manufactures,
markets and installs high-quality replacement windows and doors as
part of a full-service array of home improvements for residential
homeowners. ThermoView's common stock is listed on the American
Stock Exchange under the ticker symbol "THV." Additional
information on ThermoView Industries is available at
http://www.thermoviewinc.com/

                           *   *   *

In its Form 10-K for the fiscal year ended December 31, 2003 filed
with the Securities and exchange Commission, Thermoview
industries, Inc. reported:

               Liquidity and Capital Resources

"As of December 31, 2003, we had cash and equivalents of $211,000,
a working capital deficit of $359,000, $16.5 million of long-term
debt, net of current maturities, and $7.6 million of preferred
stock subject to mandatory redemption.

"The Company's cash flows from operating activities decreased
significantly during 2003, largely due to declining sales.  The
Company began the year with a cash balance of $2.2 million; by the
end of the third quarter that balance had decreased to $455,000.
During 2003, the Company was in compliance with all debt covenants
through the third quarter.  During the fourth quarter, management
determined that the Company would not be able to meet its cash
obligations, or comply with the terms of its debt agreements, at
December 31, 2003 and into 2004.  Accordingly, Management entered
into negotiations with its principal creditor, GE Capital
Corporation, to restructure the cash flow and covenant
requirements.  In the first quarter of 2004, GE agreed to modify
its agreements with the Company, effective December 31, 2003.  The
new agreements allow the Company to defer all payments of interest
and principal until the fourth quarter of 2004, at which time
payments essentially equal to those in the prior agreement resume.
The new agreements also set new covenant requirements for 2004.

"If we default in the future under our debt arrangements, the
lenders can, among other items, accelerate all amounts owed and
increase interest rates on our debt.  An event of default could
result in the loss of our subsidiaries because of the pledge of
our ownership in all of our subsidiaries to the lenders.  As of
December 31, 2003, we are not in default under any of our debt
arrangements."


TITAN: Extends Exchange Offer & Consent Solicitation to April 23
----------------------------------------------------------------
The Titan Corporation (NYSE: TTN) has further extended its
exchange offer and consent solicitation relating to its
outstanding 8% Senior Subordinated Notes due 2011.  The exchange
offer and consent solicitation will now expire at 5:00 p.m., New
York City time, on April 23, 2004, pending further extension.
Titan intends to issue a subsequent press release detailing its
plans with respect to the exchange offer and consent solicitation.

As previously announced, Titan and Lockheed Martin Corporation
(NYSE: LMT) have amended their merger agreement pursuant to which
Lockheed Martin will acquire Titan.  In light of the amendments to
the merger agreement, Titan plans to convene a new special meeting
of its stockholders for consideration of the proposed merger on or
after June 7, 2004.  Titan has extended the expiration date of the
exchange offer and consent solicitation while it determines how to
proceed with the exchange offer and consent solicitation in light
of the timing of the new special meeting.

As of the close of business on April 12, 2004, approximately 100%
of the $200,000,000 aggregate principal amount of 8% Senior
Subordinated Notes issued and outstanding had been tendered for
exchange with Deutsche Bank Trust Company Americas, the exchange
agent for the exchange offer and consent solicitation.
Approximately 99.2% of the tendered notes were accompanied by
the holders' consents to the proposed amendments to the indenture
governing the notes and the related registration rights agreement
made by Titan for the benefit of the note holders.

Titan has entered into a supplemental indenture with the indenture
trustee to effect the proposed amendments to the indenture and has
entered into an amendment to the registration rights agreement
providing for its termination. Accordingly, the proposed
amendments to the indenture and the registration rights agreement
are effective and the tenders of the notes with consents are
irrevocable.  The proposed amendments will not become operative,
however, until immediately prior to the completion of Titan's
pending merger with Lockheed Martin.  If the merger is completed,
Lockheed Martin will guarantee the surviving entity's obligations
as the obligor of the notes.  If the merger is not completed, the
amendments will not become operative and Lockheed Martin will not
become a guarantor of the notes.  Until that time, the indenture
and the registration rights agreement, without giving effect to
the proposed amendments, will continue to govern Titan's
obligations.

Holders who validly tendered and delivered consents prior to 5:00
p.m., New York City Time, on February 25, 2004 will receive a
consent fee equal to 1.0% of the principal amount of the notes
validly tendered by the holders if the merger is completed.  Other
holders may tender their notes and consent to the proposed
amendments, without receiving the consent fee, at any time prior
to the expiration date.

                         About Titan

Headquartered in San Diego, The Titan Corporation is a leading
provider of comprehensive information and communications systems
solutions and services to the Department of Defense, intelligence
agencies, and other federal government customers.  As a provider
of national security solutions, the company has approximately
12,000 employees and annualized sales of approximately $2 billion.

                         *   *   *

As reported in the Troubled Company Reporter's March 11, 2004
edition, Standard & Poor's Ratings Services revised its
CreditWatch listing of Sept. 16, 2003, on Titan Corp. to
developing from positive,  following a Justice Department probe
into whether overseas consultants for Titan Corp. made illegal
payments to foreign officials, which may jeopardize the completion
of its acquisition by Lockheed Martin Corp. (BBB/Stable/A-2).

Standard & Poor's also placed its 'BB-' corporate credit and
senior secured debt ratings, and 'B' subordinated rating of Titan
on CreditWatch with positive implications following the announced
acquisition of Titan by Lockheed Martin. The transaction is valued
at $2.4 billion, including the assumption of approximately $580
million of Titan's debt outstanding.

Standard & Poor's will continue to monitor the situation.


UNITED AIRLINES: Retiree Committee Taps Jenner & Block for Advice
-----------------------------------------------------------------
Pursuant to Sections 1114 and 1103 of the Bankruptcy Code, the
Retired Management & Salaried Employees Committee appointed in the
Chapter 11 cases of the United Airlines, Inc. Debtors seeks the
Court's authority to retain Jenner & Block as attorneys to help
with the proposed modification of medical benefits.

Jenner & Block will:

   (a) assist and represent in any proposed modification of the
       benefits to be provided to the Salaried Retirees;

   (b) negotiate with the Debtors on any proposed modifications
       of the Salaried Retirees' benefits in general;

   (c) represent the Committee in proceedings and hearings on
       benefits of the Salaried Retirees;

   (d) advise the Committee of its powers and duties;

   (e) prepare for the Committee any adversary complaints,
       motions, applications, orders and other legal papers;

   (f) prosecute and defend in litigation any proposed
       modification of the Salaried Retirees' medical benefits
       and other benefits in general;

   (g) advise the Committee on bankruptcy, general corporate,
       labor, employee benefits and litigation issues for any
       proposed medical benefits modifications; and

   (h) perform other legal services as may be necessary on the
       Committee's consideration of the Debtors' proposal to
       modify the Salaried Retirees' benefits.

Jenner & Block does not represent or hold any interests adverse
to the Salaried Committee or related matters on which the firm is
to be retained.  However, certain partners, counsel and
associates may represent or have represented UAL creditors or
equity holders in connection with matters unrelated to those of
the Committee.  Jenner & Block conducted a search using its
computerized database to determine conflicts of interest.

Jenner & Block will be compensated pursuant to their hourly
rates:

          Professional                     Hourly Rates
          ------------                     ------------
          Partners                          $320 - 700
          Associates                         195 - 365
          Paralegals                         140 - 200
          Project Assistants                 100

The professionals who will provide primary representation to the
Committee and their hourly rates are:

        Professional           Position      Hourly Rates
        ------------           --------      ------------
        Jeff J. Marwil         Partner           $565
        Catherine L. Steege    Partner            495
        Brian I. Swett         Partner            400
        Gabriel Reilly-Bates   Associate          195
        Michael Matlock        Paralegal          200

Jenner & Block will also seek reimbursement for reasonable
expenses incurred in connection with its services.

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)


URECOATS: 2003 Audit Report Contains Going Concern Qualification
----------------------------------------------------------------
In compliance with Section 610 of the American Stock Exchange
listing rules, as amended in December 2003, Urecoats Industries
Inc. (Amex: URT) announced that in its audit report for the year
ended December 31, 2003, it has received an audit report which
contains a going concern qualification. This information was
previously reported by the Company in its Form 10-K for the Year
Ended December 31, 2003 filed with the Securities and Exchange
Commission through EDGAR on March 12, 2004.

The Company has and continues to receive loans from its Chairman
of the Board to meet its operating requirements although no formal
commitment has been received for the 2004 year. The Company is
seeking to raise cash proceeds of at least $4,000,000 privately,
on a best efforts basis, pursuant to a private placement offering.
Further financing through short-term loans and/or the private sale
of common and preferred stock to accredited sophisticated
investors is anticipated. There is no assurance that any of the
foregoing alternatives will occur or continue.

"It is very clear that the Company's ability to continue as a
going concern is dependent on our organization's ability to
successfully execute its business plan, which includes an increase
in revenue, decrease in operating costs and expenses, and
obtaining debt and/or equity financing," stated Michael T. Adams,
President of Urecoats Industries Inc. Mr. Adams continued, "Since
taking over as President in August 2003, we have streamlined our
organization by substantially reducing our selling, general, and
administrative costs and expenses to a more manageable level,
increased discipline in all aspects of our businesses, reset
certain strategic objectives taking into account prior
experiences, and focused on our new RSM technologies. All of these
efforts are aimed at maximizing shareholder value."

               About Urecoats Industries Inc.

Urecoats Industries Inc. is an emerging growth company, operating
two wholly-owned subsidiaries, RSM Technologies, Inc. (f/k/a
Urecoats Manufacturing, Inc.) and Infiniti Products, Inc. (f/k/a
Infiniti Paint Company, Inc.). RSM Technologies, Inc. acquires,
develops, markets, and sells spray applied elastomeric coatings,
to the waterproofing, corrosion, roofing, and construction
industries. Infiniti Products, Inc. develops, manufactures,
markets, sells, and distributes coatings, paints, and sealants to
the construction, paint, roofing, and waterproofing industries.
For more information, visit http://www.urecoats.com/


U.S. STEEL: Q1 2004 Conference Call Scheduled for April 27
----------------------------------------------------------
United States Steel Corporation (NYSE: X) announced that
interested shareholders, investors and others may listen to the
company's first quarter 2004 conference call with securities
analysts on Tuesday, April 27, 2004, at 2 p.m. EDT on the U. S.
Steel web site. The call will cover first quarter 2004 financial
results, which are scheduled to be released before the market
opens on April 27.

U.S. Steel officials participating in the call will be Thomas J.
Usher, chairman and CEO; John P. Surma, president and COO; and
Gretchen R. Haggerty, executive vice president, treasurer and CFO.

Interested parties can visit the web site http://www.ussteel.com/
and click on the "Investors" button to access the webcast. Replays
of the conference call will be available on the U. S. Steel web
site after 5:00 p.m. on April 27.

U.S. Steel, through its domestic operations, is engaged in the
production, sale and transportation of steel mill products, coke,
and iron- bearing taconite pellets; the management of mineral
resources; real estate development; and engineering and consulting
services and, through its European operations, which include U. S.
Steel Kosice, located in Slovakia, and U. S. Steel Balkan located
in Serbia, in the production and sale of steel mill products.
Certain business activities are conducted through joint ventures
and partially owned companies. United States Steel Corporation is
a Delaware corporation.

                        *    *    *

As reported in the Troubled Company Reporter's February 4, 2004
edition, Standard & Poor's Ratings Services assigned its
preliminary 'BB-' senior unsecured and preliminary 'B'
subordinated debt ratings to United States Steel Corp.'s $600
million universal shelf. The company may also issue preferred
stock under the shelf.

At the same time, Standard & Poor's affirmed all its existing
ratings, including the 'BB-' corporate credit rating on U.S. Steel
and revised its outlook on the company to stable from negative.
Total debt for the Pittsburgh, Pennsylvania-based company was $2.2
billion (including operating leases) for the December 2003
quarter.

"The outlook revision reflects the anticipated improvements in the
company's financial profile owing to its ongoing cost-reduction
initiatives, as well as benefits from management's actions to
moderate potentially high cash outlays for its pension obligations
in the next few years," said Standard & Poor's credit analyst Paul
Vastola.

The ratings reflect the company's aggressive financial leverage--
including its underfunded postretirement benefit obligations--and
challenging market conditions, which overshadow its good liquidity
and its improved market share and cost position following its May
20, 2003, acquisition of National Steel Corp. The company also
benefits from a product mix that is more diverse than its
competitors. Following its acquisition of the assets of National,
U.S. Steel's domestic steel production capability increased to
19.4 million tons, making it the largest integrated steel producer
in North America.


WEIRTON STEEL: Amending DIP Financing Agreement to Cure Defaults
----------------------------------------------------------------
Weirton Steel Corporation and its debtor-affiliates' DIP Financing
Agreement contains covenants setting maximum limits during certain
time periods for restructuring expenses, employee and officer
retention and severance expenses, and Other Post-Employment
Benefits, or OPEB, Expenses.  According to James H. Joseph, Esq.,
at McGuireWoods, in Pittsburgh, Pennsylvania, the Debtors are
presently in violation of each of covenants.  Specifically:

   (a) Restructuring Expenses for each of the periods from May 1,
       2003 through and including December 31, 2003 and from May
       1, 2003 through and including January 31, 2004, exceeded
       by more than 10% the amount set forth in the Final Budget
       for Restructuring Expenses for the period, as required
       under the DIP Financing Agreement;

   (b) Employee and officer retention and severance expenses for
       each of the periods from May 1, 2003 through and including
       December 31, 2003 and from May 1, 2003 through and
       including January 31, 2004, exceeded by more than 15% of
       the amount set forth in the Final Budget for the expenses
       for the period, as required under the DIP Financing
       Agreement; and

   (c) OPEB expenses for the period from May 1, 2003 through and
       including January 31, 2004 exceeded by more than 15% of
       the amount set forth in the Final Budget for the expenses
       for the period, as required under the DIP Financing
       Agreement.

The Postpetition Lenders are willing to support the Debtors
during the pendency of its request to sell substantially all of
their assets to ISG Weirton, Inc. and International Steel Group,
Inc.  Thus, the parties agreed to waive the Existing Covenant
Defaults according to the terms and conditions of a waiver and
amendment.  The Postpetition Lenders also agreed to amend the DIP

By this motion, the Debtors ask the Court to approve the Waiver
and Amendment and authorize them to satisfy its obligations
thereunder.  The Waiver and Amendment provides for:

   (a) the Postpetition Lenders' waiver of the Existing Covenant
       Defaults,

   (b) the Debtors' authority to sell up to 135 nitrogen oxide
       emission allowances at fair market value not to exceed an
       aggregate amount of $200,000.

The Waiver and Amendment will become effective only on the:

   (a) execution of the Waiver and Amendment by the Debtors and
       all of the Postpetition Lenders; and

   (b) payment of a $281,250 amendment fee to Fleet Capital
       Corporation.

Mr. Joseph asserts that the Debtors continue to require the daily
use of funds under the DIP Financing Agreement in order to meet
its ordinary course financial obligations, including payroll and
payment of its trade creditors.  Without approval of the Waiver
and Amendment, the Postpetition Lenders have the absolute right
under the DIP Financing Agreement to stop advancing funds under
the DIP Facility and to liquidate the Debtors' bankruptcy estate.
Thus, Mr. Joseph emphasizes, it is essential that the Court
approve the Waiver and Amendment to ensure the Debtors' access to
an adequate level of working capital. (Weirton Bankruptcy News,
Issue No. 23; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WORLDCOM INC: Ohio Tax Department Wants More Time to File Claim
---------------------------------------------------------------
Before the January 23, 2003 Claims Bar Date, the Ohio Department
of Taxation filed 12 claims against certain of the Worldcom
Debtors based on corporate franchise taxes.  The Ohio corporate
franchise tax is an excise tax imposed on a corporation for the
privilege of exercising its franchise during the year in which the
franchise tax is payable.  The franchise tax liability is the
greater of the tax calculated on the value of the taxpayer's
issued and outstanding stock, or on the taxpayer's net income
during the taxpayer's taxable year.

As a result of additional information not known or readily
discoverable before the Claims Bar Date, the Ohio Taxation
Department learned that WorldCom, Inc. established a subsidiary,
MCI WorldCom Brands, LLC, a Delaware limited liability company,
for the purpose of avoiding or minimizing the payment of state
taxes that are based on net income.  The Debtors transferred
revenues to Brands from other subsidiaries having nexus in Ohio.
The royalty payments or the accrual of liabilities to Brands
where payment was not actually made, were purportedly for the use
of the intellectual property and management expertise of
WorldCom.

According to Michelle T. Sutter, Assistant Attorney General for
the Ohio Taxation Department, the royalty charges totaling
$19,000,000,000 incurred by the Debtors and their subsidiaries
were apparently part of a tax avoidance scheme that was
intentionally concealed from Ohio over the period from 1999 to
2001.  Ms. Sutter relates that the manner in which a tax
avoidance scheme by the Debtors can affect state income tax
liability depends on whether a state calculates its income tax on
a "unitary" basis or whether it calculates its income tax on the
basis of "separate reporting."

Under the "unitary" system, Ms. Sutter explains, related business
entities with common ownership and which are interdependent are
required to report state income tax on a combined basis.  Under
"separate reporting," each entity separately determines and
reports its income tax liability.

Ohio is a "separate reporting" state.  Thus, the effect of the
tax avoidance scheme for Ohio was to shift income away from those
entities with nexus in Ohio where the income is subject to tax,
to a Delaware-based entity that, per Delaware's tax law, was not
subject to corporate income tax.  The Debtors' subsidiaries
apparently succeeded in recognizing significant state tax
deductions without any corresponding cash outlay.

Under Ohio tax law, the royalty deductions incurred by the
Delaware entity are "intangible expenses and costs" as defined in
Section 5733.042(A)(3) of the Ohio Revised Code, and are to be
added to the net income of the Ohio taxpayer for purposes of
computing its net income under division (I) of Section 5733.04.
Ohio Taxation has disallowed the deductions by the various
WorldCom subsidiaries for accrued royalty charges.  Therefore,
the Debtors and their subsidiaries are subject to additional Ohio
corporate franchise tax.

In view of these circumstances, Ohio Taxation commenced an audit
of the Debtors' books and records, and determined that:

   -- the inter-company royalty deductions should be disallowed
      under Ohio tax law; and

   -- there remains an unpaid corporate franchise tax liability
      to be asserted in amended, supplemental or new proofs of
      claim.

Ohio Taxation, therefore, asks the Court for more time to prepare
and file its claim.

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)


XM SATELLITE: Declares Quarterly Preferred Stock Dividend
---------------------------------------------------------
XM Satellite Radio Holdings Inc. (Nasdaq: XMSR) has declared a
regular quarterly dividend on its 8.25% Series B Convertible
Redeemable Preferred Stock.

The dividend is payable in shares of the Company's Class A Common
Stock at a rate of $1.0313 per share of Series B Preferred Stock
owned, with fractional shares to be paid in cash.  The shares of
Class A Common Stock to be issued will be valued at 95% of the
average daily price of the Class A Common Stock for the 10
consecutive trading days ending on April 14, 2004.  The dividend
is payable as of May 1, 2004, to Series B convertible preferred
stockholders of record of XM Satellite Radio Holdings Inc. as of
April 21, 2004.

                   About XM Satellite Radio

In the fall of 2001, XM Satellite Radio pioneered the introduction
of satellite radio in the U.S. Today, XM is America's #1 satellite
radio service with more than 1.6 million subscribers.
Broadcasting live daily from studios in Washington, D.C., New York
City and Nashville, Tennessee at the Country Music Hall of Fame,
XM's 2004 lineup includes more than 120 digital channels of choice
from coast to coast: 68 commercial-free music channels, featuring
hip hop to opera, classical to country, bluegrass to blues; 33
channels of premier sports, talk, comedy, children's and
entertainment programming; and 21 channels of the most advanced
traffic and weather information for major metropolitan areas
nationwide.  Affordable, compact and stylish XM satellite radio
receivers for the home, the car, the computer and boom boxes for
"on the go" are available from retailers nationwide.  In addition,
XM is available in more than 80 different 2004 car models.  XM is
a popular factory-installed option on more than 40 new General
Motors models, as well as a standard feature on several top-
selling Honda and Acura models.  Avis customers can enjoy XM as a
standard feature in the company's premium and luxury vehicles.
Passengers on JetBlue Airways and AirTran Airways will be able to
listen to XM's programming in-flight later in 2004.

For more information about XM, visit http://www.xmradio.com/

                     *     *     *

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services lowered its corporate credit ratings on
satellite radio provider XM Satellite Radio Inc., and its parent
company XM Satellite Radio Holdings Inc. (which are analyzed on a
consolidated basis) to 'SD' from 'CCC-'.

At the same time, Standard & Poor's lowered its rating on the
company's $325 million 14% senior secured notes due 2010 to 'D'
from 'CCC-'.

These actions follow XM's completion of its exchange offer on the
senior secured notes, at par, for new 14% senior secured notes due
2009.

All ratings were removed from CreditWatch with negative
implications where they were placed on Nov. 18, 2002.


* Gary Silverman to Head Kaye Scholer's Private Equity Practice
---------------------------------------------------------------
Corporate attorney Gary R. Silverman, recently a partner at
Kirkland & Ellis LLP, has joined Kaye Scholer LLP --
http://www.kayescholer.com/-- as a partner and head of the firm's
Private Equity Practice in Chicago. At Kaye Scholer, he will
continue to focus on mergers and acquisitions, leveraged buyouts
and venture capital and private equity transactions.

Mr. Silverman, who will maintain offices in both Chicago and New
York, has managed a variety of different transactions, including
numerous leveraged buyouts, venture capital and private equity
transactions for Starwood Capital Group, LLC; Starwood Hotels and
Resorts Worldwide, Inc.; JD Holdings, LLC; Thoma Cressey Equity
Partners; ABN AMRO Private Equity; Falconhead Capital LP; Goense
Bounds & Partners, Starvest Partners; William Blair Capital
Partners; Allstate Private Equity; Dakota Capital Partners; and
others.

In announcing their new partner, Michael Solow, partner in Kaye
Scholer's Chicago office and member of the firm's Executive
Committee stated, "We are thrilled to bring someone of Gary
Silverman's caliber into our Chicago office. We continue to target
growth opportunities in the Chicago office, and Gary is a big part
of that strategy."  Barry Willner, Managing Partner of the firm,
said, "We are eager to move forward with Gary on our side of the
table, and we are proud that someone of his stature has recognized
that Kaye Scholer is the firm of choice for corporate practice."

Mr. Silverman stated, "I am excited to join with the world-class
M&A and Private Equity groups at Kaye Scholer, and I look forward
to continuing the expansion of those very successful practices."
Mr. Silverman has a J.D. from Northwestern University School of
Law, an M.B.A. from the University of Chicago Graduate School of
Business, and a B.A. from Brandeis University.

            About Kaye Scholer's Corporate Group

Kaye Scholer's Corporate Group brings together lawyers throughout
the firm's nine offices with extensive experience in a broad range
of corporate and finance transactions, both domestic and
international. We offer clients a complete range of services in
mergers and acquisitions, securities transactions, corporate
finance, commercial lending, structured finance and strategic
alliances.

                      About Kaye Scholer

Kaye Scholer LLP, one of the largest law firms in the United
States, was founded over 85 years ago in New York City.  Today,
the firm counts some 500 lawyers in nine offices: New York,
Chicago, Los Angeles, Washington, D.C., West Palm Beach,
Frankfurt, London, Hong Kong and Shanghai.


* Sidley Austin Places in American Lawyer's Top Corp. Scorecard
---------------------------------------------------------------
American Lawyer magazine has once again named Sidley Austin Brown
& Wood LLP among the top corporate law practices in the U.S.

AmLaw's April 2004 issue features its annual Corporate Scorecard,
tracking law firms according to 30 separate corporate practice
areas, from mergers & acquisitions to bankruptcy and public
offerings, as well as a broad set of transactional categories
measured from both the issuer and underwriter side of the ledger.
The magazine based its findings on a range of financial reporting
systems.

Sidley received 14 Top 10 rankings, a tie with only one other firm
for the most top-tier spots. Eleven of those finishes placed
Sidley among the Top 5 legal advisors for the year.

    Among the notable category placements the firm received:

     -- Number 1 issuer's counsel and Number 3 underwriter's
        counsel for equities by U.S. corporations

     -- Number 1 issuer's counsel and Number 1 underwriter's
        counsel for investment-grade debt

     -- Number 1 underwriter counsel for REIT debt; Number 2
        underwriter's counsel for REIT equity

     -- Number 2 issuer's counsel and Number 4 underwriter's
        counsel for asset-backed securities

     -- Number 4 issuer's counsel and Number 5 underwriter's
        counsel for mortgage-backed securities

Sidley also turned in strong performances for municipal bonds
(tied for Number 6 underwriter's counsel), mutual funds (Number 8
by new issues), high-yield debt (Number 9 underwriter's counsel),
and mergers & acquisition (Number 12, as counsel to principals,
according to transaction value).

"In the last several years, AmLaw's Corporate Scorecard has become
a closely-watched benchmark for corporate and transactional
lawyers, especially since the magazine draws from such a wide set
of data sources to determine the rankings. We are pleased to be
counted among the leaders, and proud of drawing top rank in so
many individual categories of corporate practice," said Thomas A.
Cole, a Sidley corporate partner and chair of the firm's executive
committee.

Sidley has also recently been recognized for its litigation
prowess in 2003. The National Law Journal cited the firm for
having won the top defense verdict of the year for its trial win
on behalf of Tyson Foods. The defense team, led by Tom Green and
Mark Hopson, of the Washington, D.C. office, were recognized for
their singular successful verdict.

Sidley Austin Brown & Wood LLP -- http://www.sidley.com/-- is one
of the world's largest full-service law firms, with approximately
1,550 lawyers practicing in North America, Europe and Asia.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
April 15, 2004
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC Founders Awards and Spring Luncheon
         JW Marriott, Washington D.C.
            Contact: 1-703-449-1316 or http://www.iwirc.com/

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
         Annual Spring Meeting
            J.W. Marriott, Washington, D.C.
               Contact: 1-703-739-0800 or http://www.abiworld.org/

April 18-20, 2004
   INTERNATIONAL BAR ASSOCIATION
         Insolvency is Changing Globally - How and Why?
            Seville, Spain
               Contact: http://www.ibanet.org/

April 29-May 1, 2004
  ALI-ABA
     Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
        Drafting, Securities, and Bankruptcy
            Fairmont Hotel, New Orleans
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org/

May 3, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Conference Center, New York, NY
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 13-14, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
     The First Annual Conference on Distressed Investing - Europe:
         Maximizing Profits in the European Distressed Debt Market
            Le Meridien Piccadilly Hotel - London, UK
               Contact: 1-800-726-2524; 903-592-5168;
                  dhenderson@renaissanceamerican.com

May 20-22, 2004
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Astor Crowne Plaza, New Orleans
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 2-5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 10-12, 2004
   ALI-ABA
      Chapter 11 Business Reorganizations
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 14-15, 2004
   TURNAROUND MANAGEMENT ASSOCIATION
      2004 Advanced Education Workshop
          Toronto Univesity, Toronto Canada
             Contact: 312-578-6900 or http://www.turnaround.org/

June 24-25, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      The Seventh Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel - Chicago
                  Contact: 1-800-726-2524; 903-592-5168;
                     dhenderson@renaissanceamerican.com

June 24-26,2004
   AMERICAN BANKRUPTCY INSTITUTE
      Hawaii Bankruptcy Workshop
         Hyatt Regency Kauai, Kauai, Hawaii
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      The Mount Washington Hotel
         Bretton Woods, NH
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 28-31, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 18-21, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Bellagio, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 9-10, 2004
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC Annual Fall Conference
         Nashville, TN
            Contact: 1-703-449-1316 or http://www.iwirc.com/

October 10-13, 2004
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Seventh Annual Meeting
         Nashville, TN
            Contact: http://www.ncbj.org/

October 15-18, 2004
   TURNAROUND MANAGEMENT ASSOCIATION
      2004 Annual Convention
          Marriott Marquis, New York City
             Contact: 312-578-6900 or http://www.turnaround.org/

November 29-30, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      The Eleventh Annual Conference on Distressed Investing
         Maximizing Profits in the Distressed Debt Market
            The Plaza Hotel - New York City
               Contact: 1-800-726-2524; 903-592-5168;
                  dhenderson@renaissanceamerican.com

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org/

March 9-12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Spring Conference
          JW Marriott Desert Ridge, Phoenix, AZ
             Contact: 312-578-6900 or http://www.turnaround.org/

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities and Bankruptcy
            Omni Hotel, San Francisco
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, MA
         Contact: 1-703-739-0800 or http://www.abiworld.org/

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, SC
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
          Chicago Hilton & Towers, Chicago
             Contact: 312-578-6900 or http://www.turnaround.org/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, TX
            Contact: http://www.ncbj.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

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.

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