TCR_Public/040420.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, April 20, 2004, Vol. 8, No. 77

                           Headlines

ACE ELECTRICAL: Wants to Use Frost National's Cash Collateral
AGWAY INC: Plan Confirmation Hearing Set for April 21, 2004
AIR CANADA: Auto Workers Seek Court Action on Illegal Layoffs
AMES DEPT: Hannaford Wants to Enforce Nashua Mall Property Rights
AONIA DEVELOPMENT: Case Summary & 19 Largest Unsecured Creditors

ATLANTIC MUTUAL: S&P Removes Credit Watch on Low-B Ratings
ATLAS COLD: Appoints David Williamson as New Unit President & CEO
ATLAS MINERALS: May Be Forced to Liquidate if Refinancing Fails
AURORA FOODS: PwC Collecting $481,245 in Accounting Fees
BAKER MACHINE CO: Case Summary & 20 Largest Unsecured Creditors

BIDDLE-ASHLAND: First Creditors' Meeting Slated for April 28
BUDGET GROUP: Denies Liability on Claims Topping $6 Million
CD&L INC: Management Led Investor Group Extends $4 Million Cash
CORTARO 11 ACRES: Case Summary & 8 Largest Unsecured Creditors
DAN RIVER: Wants Nod to Employ Ordinary Course Professionals

ENRON CORPORATION: Objects to 55 Multimillion-Dollar Claims
E*TRADE FINANCIAL: Delivers Positive First Quarter Results
FAIRVIEW DAIRY FARM: Voluntary Chapter 11 Case Summary
FIBERMARK: Wants Until May 14 to File Schedules & Statements
FIRST UNION-LEHMAN: S&P Raises Ratings on 3 Series 1997-C1 Classes

FLEMING COS: Court Approves Skinner's Retention as Market Surveyor
GENTEK: Lodges EPA Settlement Agreement with Del. Bankruptcy Court
HEADLINE MEDIA: Score Television Unit Renews Credit Facility
HIDDEN POINTE: U.S. Trustee to Meet with Creditors on May 6
HOLLINGER INC: 11.875% Senior Secured Debt Offer Expires

HORIZON GROUP: Q4 and FY 2003 Results Swing to Positive Zone
IMPERIAL PLASTECH: Insolvent Plastics Manufacturer Posts $15M Loss
JABIL CIRCUIT: S&P Affirms Low-B Ratings & Revises Outlook to Pos.
KAISER GROUP: Appoints Marian P. Hamlett as New Executive VP & CFO
KMART CORP: Court Agrees to Wipe Out $8.5 Mil. Unsupported Claims

LAIDLAW INTERNATIONAL: Enters Into Interest Rate Swap Agreement
LEES MARKETING: Insolvency Raises Questions on Payment Practices
MIRANT: Asks to Extend Exclusive Period to File Plan to Jan 2005
MISSISSIPPI CHEMICAL: Files Chapter 11 Plan in S.D. Miss. Court
MORGAN STANLEY: Fitch Rates $12.7M Class B-4 2004-NC3 Ctfs at BB+

NATIONAL CENTURY: Intercare Asks Court to Estimate Claim at $22MM
NOVEON: Fitch Puts Low-B Ratings on Watch Positive on Merger News
NSTOR TECH: 2003 Audit Report Contains Going Concern Qualification
OCEAN CAPE LLC: Case Summary & 7 Largest Unsecured Creditors
PARMALAT: Unsecured Creditors' Panel Hires Chadbourne as Counsel

PARMALAT GROUP: Court Injunction Hearing Set for May 4, 2004
PERRYVILLE: Sale Confirmation Hearing to be Held on April 23
PG&E NATIONAL: NEG Wants Court to Approve Plan Modifications
PHOENIX ESUITES: Voluntary Chapter 11 Case Summary
PILLOWTEX: Court Approves Ellis' Employment as Special Counsel

PINEBANK NATIONAL: Fitch Affirms & Withdraws Low-B & Junk Ratings
POLYPORE: S&P Downgrades Corporate Credit Rating to B+ from BB-
RIVERSIDE HOLDINGS: Case Summary & 3 Largest Unsecured Creditors
RURAL/METRO: City of Greenwood, Ind., Renews 911 Contract
RYCO ELECTRICAL: Case Summary & 17 Largest Unsecured Creditors

SOLUTIA: Flexsys Wants to Lift Stay to Set Off Prepetition Debts
SPIEGEL: Wants Court Nod on Newport News Sale Bidding Protocol
SRTS INC: Case Summary & 4 Largest Unsecured Creditors
SUBURBAN ASSOCIATES: Case Summary & Largest Unsecured Creditors
TIMCO: Auditors Erase Going Concern Qualification in 2003 Report

UAL: Creditors Balk at Proposed $32M Sale of 16 Planes & 5 Engines
VICAR OPERATING: S&P Assigns B- Rating to $250MM Universal Shelf
WASTE SERVICES: S&P Assigns B+ Corporate Credit Rating
WATERMAN IND: Pathway Strategic Named Reorganization Consultant
WILSONS: Lenders Agree to Waive Default & Amend Credit Facility

XEROX COMMERCIAL: S&P Withdraws B Commercial Paper Rating

* Bradley Arant Rose & White Ranked As Alabama's Leading Law Firm
* 51 Weil Gotshal Lawyers Cited in Chambers USA's 2004 Top List

* Large Companies with Insolvent Balance Sheets

                           *********

ACE ELECTRICAL: Wants to Use Frost National's Cash Collateral
-------------------------------------------------------------
Ace Electrical Acquisition, LLC wants to use its lender's cash
collateral to finance ongoing operations while reorganizing under
chapter 11 protection.  The Debtor asks the U.S. Bankruptcy Court
for the Middle District of Florida, Orlando Division, for
permission to use all cash collateral securing repayment of its
prepetition loans from The Frost National Bank and provide
adequate protection of its liens.

As of the Petition Date, the Debtor estimated the value of the
Cash Collateral (consisting of cash, accounts receivable, and
inventory) to be $13,328,186.  The Debtor submits that the
existing equity cushion adequately protects the bank.

The Debtor has $557,860 of funds on hand, and it required the use
of about $3,296,500 of cash collateral to continue and maintain
the operation of its business for the first six weeks after the
Petition Date.  The Debtor believes that its business can be
operated on a positive cash flow basis.

The Debtor tells the Court that it has no funds other than the
cash collateral.  If it is not permitted to use cash collateral,
it will be forced to halt operations which will result in loss of
going concern value of the business, a reduction in the estate
asset's value, and adverse effect on creditors and employees, and
a slim possibility of an effective reorganization or going concern
sale in the case.

The Debtor will use the Bank's cash collateral according to this
Weekly Budget:

                          4/13        4/20        4/27
                          ----        ----        ----
   Cash                   717,360    644,360      586,360
   Accounts Receivable  5,383,326   5,598,326   5,468,326
   Inventory            6,935,000   6,755,250   6,775,750
   Total               13,035,686  12,997,936  12,830,436

Headquartered in Apopka, Florida, Ace Electrical Acquisition LLC
is engaged in manufacturing and buying-out products for the
automotive parts rebuilding industry and also sells complete
alternators and starters, and sources products from the United
States as well as China, Canada and Taiwan.  The Company filed for
chapter 11 protection on March 23, 2004 (Bankr. M.D. Fla. Case No.
04-03224).  R. Scott Shuker, Esq., at Kay, Gronek & Latham, LLP
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed both
estimated debts and assets of over $10 million.


AGWAY INC: Plan Confirmation Hearing Set for April 21, 2004
-----------------------------------------------------------
On February 27, 2004, the U.S. Bankruptcy Court for the Northern
District of New York approved the Disclosure Statement for the
Joint Chapter 11 Plan of Liquidation filed by Agway, Inc., and its
debtor-affiliates.

On April 17, 2004, the voting on the Joint Plan of Liquidation
ended.  There's no official word, yet, about how creditors voted.

April 21, 2004, is the Confirmation Hearing Date, scheduled to
convene at 10:00 a.m. before the Honorable Stephen D. Gerling, at
which time the Court will consider the merits of the plan and
whether it complies with the requirements for confirmation under
11 U.S.C. Sec. 1129.

Agway, Inc. is an agricultural cooperative owned by 69,000
Northeast farmer-members. On October 1, 2002, Agway, Inc. and
certain of its subsidiaries filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. N.D.N.Y. Case No. 02-65872). Menter, Rudin & Trivelpiece,
P.C. represents the debtors in their restructuring efforts.


AIR CANADA: Auto Workers Seek Court Action on Illegal Layoffs
-------------------------------------------------------------
The Canadian Auto Workers applied last week in the Ontario courts
to Justice Farley for a 'cease and desist order' to stop the
illegal layoff of over fifty employees at Air Canada. "Mr. Robert
Milton just doesn't get it," stated CAW President Buzz Hargrove.
"Air Canada is violating our collective agreement by laying off
senior employees while continuing to employ junior staff." This
illegal activity is being done while the company is under CCAA
protection.

This evening from 5:00pm to 7:00pm at the Air Canada Centre where
300 CAW members work for Air Canada, there will be a demonstration
against the company's decision to embark on illegal layoffs.

The dispute is scheduled for arbitration on May 5th, in front of
arbitrator Michel Picher. The employer was asked to hold off on
illegal layoffs until the arbitration is completed, but the senior
management refused, and made it clear that they have no concern
for the harm these illegal layoffs will have on employees and
their families, added CAW Local 2002 President, Sari Sairanen.

CAW represents 6900 members at Air Canada and Air Canada Jazz.

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


AMES DEPT: Hannaford Wants to Enforce Nashua Mall Property Rights
-----------------------------------------------------------------
Hannaford Bros. Co. seeks to confirm the existence of, and
enforce, certain rights, obligations, covenants and restrictions
running with the land that comprises the Nashua Mall & Plaza in
Nashua, New Hampshire.

According to Jacob A. Manheimer, Esq., at pierce Atwood, in
Portland, Maine, the Nashua Mall & Plaza consists of three
parcels of real estate -- Tract 1, Tract 2A and Tract 2-B.

Vickerry Realty Co. Trust presently owns Tracts 1 and 2-B.
Coliseum Vickerry Realty Co. Trust presently leases Tract 2-B
from Vickerry, pursuant to a ground lease dated March 4, 1970.

The Ames Department Stores, Inc. Debtors formerly operated a
department store on Tract 2-B in the Nashua Mall & Plaza pursuant
to a lease, dated October 28, 1999, as amended, with Robert F.
Gordon and Edward C. Gordon, Trustees of Coliseum Vickerry Realty
Co. Trust.

Hannaford currently owns and operates a supermarket on Tract 2-A
immediately adjacent to Tract 2-B and the Ames Store.

                 The Supermarket Use Restriction

Mr. Manheimer relates that in October 1972, Vickerry, Coliseum
and Fleurette D. Fournier signed a Declaration in an effort to
develop Tract 1 and Tract 2 as an integrated shopping center.
The initial Declaration defined Tract 1 and Tract 2 as the
"Entire Premises."  As of the initial date of the Declaration:

   (1) Vickerry was the fee owner of Tract 1;
   (2) Fleurette D. Fournier was the fee owner of Tract 2; and
   (3) Coliseum was the ground lessee of Tract 2.

Tract 2 was later conveyed to Vickerry by a deed dated
December 9, 1980.

On December 8, 1994, Vickerry and Coliseum adopted the Third
Amendment to the Declaration.  Section 1 of the Third Amendment
of the Declaration documents the division of Tract 2 into Tract
2-A and Tract 2-B.  Furthermore, Section 4 of the Third Amendment
of the Declaration provides the Supermarket Use Restriction.  The
Supermarket Use Restriction expressly prohibits Tract 2-B from
being occupied by, or used for, a supermarket, grocery store,
superette or convenience store business as long as Tract 2-A is
used for a retail supermarket business.

                       The Hannaford Deal

On the same date that Vickerry and Coliseum adopted the Third
Amendment to the Declaration, Vickerry conveyed Tract 2-A to
Hannaford for operation of a supermarket business by a deed dated
December 8, 1994.

The deed transferring Tract 2-A to Hannaford expressly conveyed
the land "subject to and together with the benefit of the rights,
obligations, easements, covenants and restrictions contained in
that certain [Declaration] between [Vickerry and Coliseum]" and
all of its amendments thereto, including, in particular, the
Supermarket Use Restriction.

"The agreement of Vickerry and Coliseum to restrict the future
use of both Tract 1 and Tract 2-B for supermarket purposes
through the Supermarket Use Restriction contained within the
Third Amendment to the Declaration was part of the consideration
exchanged for Hannaford's purchase of Tract 2-A from Vickerry,"
Mr. Manheimer says.

By conveying Tract 2-A subject to and together with the benefits,
rights, obligations, easements, covenants and restrictions
contained in the Declaration, Vickerry, as grantor, expressly
intended to benefit Tract 2-A and burden Tracts 1 and 2-B with
the Supermarket Use Restriction.

In addition, as the Supermarket Use Restriction restricts use of
Tract 2-B as a supermarket as long as Tract 2-A is utilized as a
supermarket, the restriction touches and concerns the land, as
the restriction pertains to the use of the land that is the
subject of the restriction.

                   The 1999 Lease with Coliseum

On October 28, 1999, the Debtors and Coliseum entered into the
Ames Lease.  At that time, the Debtors had notice of the
Supermarket Use Restriction when it acquired its leasehold
interest in Tract 2-B.

Section V. 1(b) of the Ames Lease expressly incorporates the
restrictions set forth in the Declaration, stating that the
Debtors, as lessee, may change the use of the leased premises
provided that the principle use "shall not conflict with . . .
any then existing restrictive covenants regarding the use of the
Shopping Center, the Premises or the Common Areas."

Thus, all of the restrictions set forth in the Declaration,
including the Supermarket Use Restriction, are enforceable as
real covenants and equitable servitudes that run with the land
identified in the Declaration as Tracts 1, 2-A and 2-B.

By an Assignment Notice dated June 30, 2003, the Debtors notified
the affected parties that they proposed to assign their interests
in the Ames Lease to Stop and Shop Supermarket Company, pursuant
to a Court Order and the Designation Rights Agreement.  The
Assignment Notice provides that Stop & Shop intends to use Tract
2-B for a prototypical Stop & Shop superstore.

Mr. Manheimer argues that since the Supermarket Use Restriction
runs with the land, any development or use of Tract 2-B as a
supermarket business by Stop & Shop or any other entity would
violate the Supermarket Use Restriction so long as Hannaford
continues to operate a supermarket on Tract 2-A.

                       Declaratory Judgment

Mr. Manheimer maintains that Hannaford, as owner of Tract 2-A,
has the right to enforce the terms of the Supermarket Use
Restriction, as the conveyance of Tract 2-A was made subject to
all of the rights and restrictions set forth in the Declaration.

Thus, Hannaford asks the Court to declare that:

      (a) the restrictions and covenants set forth in the
          Declaration are covenants that run with the land
          identified as Tracts 1, 2-A and 2-B; and

      (b) Hannaford, as the owner of Tract 2-A, may enforce the
          Declaration covenants and restrictions;

      (c) so long as Hannaford or any other entity is operating a
          supermarket on Tract 2-A, pursuant to the Declaration
          restrictions, a supermarket business cannot be
          developed or operated on Tract 2-B; and

      (d) Stop & Shop, as assignee, may not develop or operate a
          supermarket on Tract 2-B in contravention of the
          Supermarket Use Restriction.

                  Disputed Title to Real Property

Under New Hampshire law, both real covenants and equitable
servitudes afford the owner of a parcel benefited by the covenant
or servitude a real property interest in the land of the estate
burdened by that covenant or servitude.

The Supermarket Use Restriction benefits Tract 2-A, as the
restriction prohibits any other supermarket from occupying or
using either Tract 1 or 2-B, so long as Tract 2-A is utilized for
supermarket purposes.  In turn, the Supermarket Use Restriction
burdens Tract 2-B, as Tract 2-B may not be used or occupied by
another supermarket so long as Tract 2-A is utilized for
supermarket purposes.  Thus, Hannaford claims to have a real
properly interest in Tract 2-B.

By seeking to assume the Debtors' interests in the Ames Lease for
the purpose of developing and operating a supermarket, Stop &
Shop is claiming a property interest in Tract 2B adverse to those
rights held by Hannaford.

Thus, Hannaford asks the Court to decree that:

      (a) it is vested with a real property interest in Tract 2-B
          pursuant to the scope of the Supermarket Use
          Restriction, so that Stop & Shop may not develop or
          operate a supermarket upon Tract 2-B so long as Tract
          2-A is being used for supermarket purposes; and

      (b) the Debtors, Stop & Shop and every person or entity
          claiming through or under them be barred from all
          claims to any right, title or interest in Tract 2-B
          that presently is Hannaford's property.

                            Injunction

Hannaford also asks the Court to grant a writ of injunction
enjoining the Stop & Shop from developing Tract 2-B as a
supermarket in violation of the Declaration Supermarket Use
Restriction.

Headquartered in Rocky Hill, Connecticut, Ames Department Stores,
Inc., is a regional discount retailer that, through its
subsidiaries, currently operates 452 stores in nineteen states and
the District of Columbia.  The Company filed for chapter 11
protection on August 20, 2001 (Bankr. S.D.N.Y. Case No. 01-42217).
Albert Togut, Esq., Frank A. Oswald, Esq. at Togut, Segal & Segal
LLP and Martin J. Bienenstock, Esq., and Warren T. Buhle, Esq., at
Weil, Gotshal & Manges LLP represent the Debtors in their
restructuring efforts. When the Company filed for protection from
their creditors, they listed $1,901,573,000 in assets and
$1,558,410,000 in liabilities. (AMES Bankruptcy News, Issue No.
53; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AONIA DEVELOPMENT: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Aonia Development, LLC
        6910 East Fifth Avenue
        Scottsdale, Arizona 85251

Bankruptcy Case No.: 04-05474

Chapter 11 Petition Date: March 31, 2004

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Richard M. Lorenzen, Esq.
                  Brown & Bain P.A.
                  2901 North Central Avenue, Suite 2000
                  P.O. Box 400
                  Phoenix, AZ 85001-0400
                  Tel: 602-351-8405
                  Fax: 602-648-7077

Total Assets: $15,100,001

Total Debts:  $13,777,195

Debtor's 19 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
C.B. Richard Ellis, Inc.      payment obligation     $13,011,540
Formerly CB Commercial Real   under purchase
Estate Group, Inc., as        contract
Successor Trustee under
Trust Agreement dated
4/27/1994 concerning Sun
Ranch Land Company
Two Park Square, Ste 110
6565 Americas Parkway, NE
Albuquerque, NM 87110

William V. Bidwill, Jr.       Unsecured loan            $110,000

The Focus Group Company       subordinated              $109,000
                              Unsecured
                              Participating loan

Amos Family Investments, LP   subordinated              $100,000
                              Unsecured
                              Participating loan

Gregory E. Torrez             Unsecured loan             $56,000

David M. Underwood, Jr.       subordinated               $50,000
                              Unsecured
                              Participating loan

Lee and Sarah King            Unsecured loan             $30,000

Daniel E. Harkins             subordinated               $50,000
                              Unsecured
                              Participating loan

Duncan K. Underwood           subordinated               $50,000
                              Unsecured
                              Participating loan

B. Wesley Hein                subordinated               $50,000
                              Unsecured
                              Participating loan

Lee and Sarah King            subordinated               $50,000
                              Unsecured
                              Participating loan

William H. Hein, III          subordinated               $25,000
                              Unsecured
                              Participating loan

William V. Bodwill, Jr.       subordinated               $25,000
                              Unsecured
                              Participating loan

Scott D. Saunders Trust       subordinated               $25,000
                              Unsecured
                              Participating loan

King Family Trust             subordinated               $12,500
                              Unsecured
                              Participating loan

CHD Trust                     subordinated               $12,500
                              Unsecured
                              Participating loan

Geo-Test, Inc.                trade credit-               $5,000
                              Report soils

Glorietta Geoscience, Inc.    trade credit-               $4,903
                              Environmental report

DataTraq                      trade credit-                 $450
                              publications


ATLANTIC MUTUAL: S&P Removes Credit Watch on Low-B Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on Atlantic Mutual Insurance Co.,
Centennial Insurance Co., and Atlantic Lloyds Insurance Co. of
Texas (collectively referred to as Atlantic Mutual) to 'BB+' from
'BBB'.

Standard & Poor's also lowered its surplus note rating on Atlantic
Mutual Insurance Co. to 'B+' from 'BB+'.

At the same time, all the ratings were removed from CreditWatch
where they were placed on Dec. 5, 2003, following Atlantic
Mutual's announcement that it had reached an agreement to sell
most of its remaining commercial lines business to OneBeacon
Insurance Co. The outlook is stable.

"The downgrades are based on the less diversified business
position of the company following its exit from commercial lines,
a substantial decline in surplus driven primarily by reserve
strengthening, uncertainty regarding the adequacy of reserves for
the discontinued commercial lines business, low interest coverage
prospectively, and minimal financial flexibility," said Standard &
Poor's credit analyst John Iten. "Another factor is the high
proportion of surplus derived from surplus notes and surplus
generated by reinsurance transactions."

These concerns are offset to some extent by the continued support
of Atlantic Mutual's agents in placing business with the company,
good capitalization relative to its ongoing book of personal lines
business, and a high-quality investment portfolio.

The expansion of the difference between the financial strength and
surplus note ratings from two to three notches reflects Standard &
Poor's normal gapping once a company's financial strength rating
falls below 'BBB-'.

Atlantic Mutual has completed its exit from commercial lines and
is now focused on bringing its cost structure in line with its
much-reduced revenues. Meeting its revenue and profitability
targets in 2004 and beyond will depend largely on the willingness
of Atlantic Mutual's personal lines agents to continue placing
business with the company. The agents appear to be supportive of
the company's new strategy, and premium volume through
first-quarter 2004 is running above plan. Because proposed expense
reductions are largely within management control, the company
should be able to meet the earnings target for its personal lines
business and cover interest expense. Atlantic Mutual also has
excess capital from a regulatory perspective, so it is likely that
approval for interest payments will continue to be forthcoming.
Should further reserve strengthening or other factors lead to a
significant decline in surplus, regulators might be reluctant to
approve further interest payments to surplus note holders,
preferring instead to conserve surplus for policyholder
obligations.


ATLAS COLD: Appoints David Williamson as New Unit President & CEO
-----------------------------------------------------------------
Atlas Cold Storage Income Trust, Canada's largest public warehouse
refrigeration company, announced that J. David Williamson has been
appointed President and Chief Executive Officer of Atlas Cold
Storage Holdings Inc., the operating arm of the Trust. The
appointment is effective April 22, 2004 and Mr. Williamson will be
joining Atlas as of that date.

Mr. Williamson was recently Senior Vice-President, Strategic
Planning and Business Development of Canada Life Assurance Company
and prior to that was Executive Vice-President and Chief Financial
Officer of Clarica. Prior to December 2000, Mr. Williamson was
President and Chief Executive Officer of Derlan Industries
Limited, a TSX-listed industrial manufacturer. Previously he
was with Price Waterhouse Consultants providing advice to Canadian
and European financial institutions and large corporations on the
management of financial risk.

"The appointment of David is a major step in positioning Atlas for
future success. I am confident that he will provide the leadership
required to fully restore the confidence of Atlas' stakeholders.
We are very excited to have him on board." said Mr. Peter Dey,
Chairman of the Atlas board.

Mr. Williamson commented "The market for refrigerated warehousing
services continues to grow and Atlas' competitive position remains
strong. My first priority will be to work with the Atlas team to
improve the Company's operations and balance sheet so that, as
soon as practicable, the Board can determine an appropriate and
sustainable level of future distributions."

Mr. Williamson succeeds Mr. Jack Scott who became Chief Executive
Officer on an interim basis in November 2003. "Jack Scott has
worked tirelessly and maintained the goodwill of Atlas'
customers," said Mr. Dey. "We thank Jack for his great effort."

About Atlas

Atlas Cold Storage is Canada's largest and North America's second
largest integrated temperature-controlled distribution network.
Its trust units and convertible debentures are listed on the
Toronto Stock Exchange.

As reported in the Troubled Company Reporter's February 4, 2004
edition, Atlas is in the process of attempting to negotiate an
agreement with its lenders under the Credit Agreement whereby the
lenders will deal with the existing defaults under the Credit
Agreement. The agreement being sought by Atlas will continue the
cap on availability at amounts presently outstanding and impose
additional reporting, financial and other covenants on Atlas. The
agreement will also provide the terms upon which the credit
facilities will remain in place until their scheduled maturity on
July 24, 2004. The principal terms of the agreement are subject to
continuing negotiation and it is not certain that an agreement
will be reached. The failure to obtain such an agreement may have
a material adverse impact on the Trust's financial position,
results of operations and cash flows.


ATLAS MINERALS: May Be Forced to Liquidate if Refinancing Fails
---------------------------------------------------------------
Atlas Minerals Inc. (OTCBB: ATMR) announced its financial results
for the fiscal year ended December 31, 2003, reporting a net loss
of $1,034,000, a working capital deficiency of approximately
$131,000, and stockholders' equity of $69,000.

Although the Company's financial statements for the year ended
December 31, 2003 have been prepared on a going concern basis,
which contemplates the realization of assets and the settlement of
liabilities and commitments in the normal course of business,
without completion of additional financing or a business
combination with another company, and as stated in the auditors'
report, it is possible the Company will be unable to continue as a
going concern.

Addressing the Company's current financial situation, President
and CEO, Mr. Gary E. Davis, stated, "The last year was indeed very
difficult for the Company. After assembling during 2002 and early
2003 what we thought was an excellent industrial minerals base, we
found that there was simply no appetite for the financing of such
projects. Because of this, we have altered the Company's
direction, but it continues to be Management's objective to remain
in the business of development and exploitation of natural
resource properties, although limited conversations have been held
with parties interested in acquiring the Company for use as a
vehicle by which to take a private company public."

Because it was being operated on an intermittent basis, primarily
for the testing of market products, resulting in a cash flow
deficit, all operations at the White Cliffs diatomaceous mine and
mill complex were ceased in October 2003. In February 2004, the
Company decided to seek a buyer for the entire White Cliffs
property and immediately initiated discussions with several
potentially interested parties concerning their interest in the
purchase of White Cliffs. The Company has also retained an
independent third party consultant to assist with this effort. As
of today, no contract has been entered into regarding the sale of
the property.

In addition to the possible sale of White Cliffs, Management is
currently focused on securing financing for the Company, possibly
including loans against assets, equity financing, project
financing, sales of existing mobile equipment, and joint ventures.
The Company is also considering a possible merger with another
entity and the raising of needed financing through a private or
brokered placement of common stock. Proceeds from the sale of
White Cliffs will be used to meet ongoing corporate general and
administrative expenses until such time as a merger or other form
of financing is achieved. The Company has retained a private
consultant on a success-fee basis to assist with these efforts.

If financing or business combination with a third party is not
forthcoming during 2004, however, the Company may be forced to
liquidate all of its remaining assets and seek some form of
dissolution of the corporate entity. At this time, no substantial
financing or the sale of White Cliffs has been completed, and
there is no assurance that these efforts will be successful.


AURORA FOODS: PwC Collecting $481,245 in Accounting Fees
--------------------------------------------------------
PricewaterhouseCoopers LLP asks the Court to approve its first
and final application for compensation and reimbursement of
expenses for the period December 8, 2003 to March 19, 2004.  The
firm asks for $481,245 in compensation.  PwC also seeks
reimbursement of $14,707 in actual and necessary expenses.

PwC's Partner Kenneth P. Avery tells the Court that the firm's
services are categorized into:

   Project Category                                Hours Worked
   ----------------                                ------------
   Debtors' Financial Statements Annual Audit         1,561.1
   Severance Liability Consultation                      18.3
   Bankruptcy and Excess Leverage Fee Consultations      73.7
                                                      -------
                                                      1,653.1

            Debtors' Financial Statements Annual Audit

In reviewing the Aurora Foods, Inc. Debtors' Financial Statements,
PwC's tasks include:

(a) Audits of the Debtors' consolidated financial statements as
     may be required from time to time, and advice in the
     preparation of financial statements and disclosure
     statements required by the Securities and Exchange
     Commission, including Forms 10-K as required by applicable
     law or as requested by the Debtors; and

(b) Performance of other related accounting services for the
     Debtors as may be necessary or desirable.

     Professional           Title                    Hours Worked
     ------------           -----                    ------------
     Avery, Kent            Partner-Audit                69.0
     Kent, Al               Partner-Audit                10.2
     Katz, Gene             Partner-Audit                 3.2
     Mueller, Chad          Sr. Manager-Audit           166.9
     Panucci, Mark          Sr. Manager-SEC Services     16.2
     Stephens, John         Sr. Associate-Audi          316.4
     Garlinghouse, Steve    Associate-Audit             187.1
     Chang, Yuang           Associate-Tax               221.5
     Flesch, Frank          Associate-Tax               228.0
     Mueller, Kat           Associate-Audit              14.3
     Young, Ellen           Associate-Audit               9.0
     Nichaus, Andrew        Associate-Audit               8.0
     Larson, James          Manager-IT Audit             35.0
     Witkowski, Mark        Manager-Audit                62.5
     Lopez, Kyle            Sr.-IT Audit                 75.5
     Neusel, Jason          Associate-IT Audit          103.5
     Wheeler, Mike          Associate-Audit               9.2
     Kenney, Shane          Associate-IT Audit            3.0
     Cetera, Mike           Sr. Manager-Audit             3.0
     Clark, Andrea          Manager-Financial
                            Advisory Services             3.6
     Drone, Dimitri         Sr. Manager-Financial
                            Advisory Services             3.2
     Rashid, Erim           Sr.-Financial Advisory
                            Services                      4.8
     Jinn-Feng, Linn        Manager - Tax                 4.0
     Maienbrook, Scott      Sr.-IT Audit                  4.0

                 Severance Liability Consultation

PcW's professionals undertook tasks in connection with the
Debtors' January 2004 WARN Act notice to its St. Louis workforce.

           Professional          Hours Worked
           ------------          ------------
           Avery, Kenneth            2.0
           Katz, Gene                2.0
           Mueller, Chad             8.1
           Stephens, John            4.2
           Cook, David               2.0


        Bankruptcy and Excess Leverage Fee Consultations

These professionals worked on the Debtors' October 9, 2003 Bank
Amendment and December 8, 2003 bankruptcy petition, and
associated accounting matters.

           Professional          Hours Worked
           ------------          ------------
           Avery, Kenneth           11.5
           Hadley, Gail              9.0
           Schlosser, Pam            7.2
           Mueller, Chad            24.7
           Stephens, John           21.3

                             Expenses

PwC expended $14,707 in actual and necessary charges and
disbursements:

   Expenses                                  Amount
   --------                                  ------
   Expenses Directly Attributable
   to Professionals                       $4,185.54
   Courier and Messenger Charges              39.00
   Other Overhead Expenses:
   Combined Recovery                       6,428.45
   Microcomputer Use Recovery              4,054.23
                                          ---------
                                          14,707.22

Expenses that are directly attributable to professionals include
parking expenses, personal car mileage, transportation and meals.

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)


BAKER MACHINE CO: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Baker Machine Co. Inc.
        dba Baker Machine Company
        134 37th Street North East
        Auburn, Washington 98002

Bankruptcy Case No.: 04-14964

Chapter 11 Petition Date: April 13, 2004

Court: Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Charles A. Johnson, Jr., Esq.
                  5413 Meridian Avenue N #A
                  Seattle, WA 98103-6138
                  Tel: 206-632-8980

Total Assets: $801,950

Total Debts:  $2,199,713

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
CIT Small Bus. Lending Corp.  Various pieces of         $300,000
P.O. Box 1529                 machinery, fixtures,
Livingston, NJ 07039-1529     equipment & equipment
                              used in the business
                              Secured: $275,000

CIT Small Bus. Lending Corp.  Machine Shop Business     $300,000
PO Box 1529                   and Equipment
Livingston, NJ 07039-1529     Secured: $275,000

CitiCapital Commercial        Equipment Lease            $90,000
Leasing                       Deliquencies

MBNA America                  Credit Card                $48,744
                              Purchases - business

IRS                           Taxes                      $21,353

Trussler & Associates         Delinquent Rent            $10,778

Gary Adams, CPA, P.S.         Accounting Services        $10,143

JP Morgan Chase               Credit Card                 $9,683
                              Purchases - business

Harvey Titanium               Goods & Services            $8,530

Tacoma Steel Supply           Goods & Services            $7,552

Bank of America               Credit Card                 $6,627
                              Purchases - business

Service Steel & Alum. Corp.   Goods & Services            $5,670

Summerville Steel             Goods & Services            $5,660

Bralco Metals                 Goods & Services            $3,877

Burning Specialties           Goods & Services            $3,877

Application Specialties Inc.  Goods & Services -          $3,584
                              tool purchases

Regents Blue Shield           Health Insurance            $3,030

WA Dept of Employment         Taxes                       $2,988
Security

Puget Sound Energy            Utilities                   $2,542
Payment Processing, GEN-02W

WA State Dept. of L&I         Taxes                       $2,478


BIDDLE-ASHLAND: First Creditors' Meeting Slated for April 28
------------------------------------------------------------
The United States Trustee will convene a meeting of Biddle-Ashland
I, LLC's creditors at 9:00 a.m., on April 28, 2004 in at 300 W.
Pratt, #375, Baltimore, Maryland 21201. This is the first meeting
of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

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

Headquarter in Baltimore, Maryland, Biddle-Ashland I, LLC operates
a real estate rental and development company.  The Company filed
for chapter 11 protection with its affiliate, Biddle-Ashland II,
LLC on March 29, 2004 (Bankr. D. Md. Case No. 04-17669).  Howard
M. Heneson, Esq., at Christman & Fascetta represent the Debtors in
their restructuring efforts.  When they filed for protection from
its creditors, Biddle-Ashland I, LLC lists $12,004,600 in assets
and $6,465,800 in debts; Biddle-Ashland II, LLC reports $1,032,500
in assets and $6,443,000 in debts.


BUDGET GROUP: Denies Liability on Claims Topping $6 Million
-----------------------------------------------------------
Budget Group Inc. identified 25 claims amounting to $6,184,672
without sufficient documentation to substantiate the claims.
While the Claims arguably attach documentation sufficient to
survive a non-substantive objection pursuant to Rule 3007-1 of the
Local Rules of Bankruptcy Practice and Procedures of the United
States Bankruptcy Court for the District of Delaware, to compare
amounts due according to their books and records, the Debtors
cannot reasonably determine from the Claims themselves and the
documentations attached what amounts they owe, if any, are valid.

Accordingly, the Debtors ask the Court to disallow and expunge
the 25 Unsubstantiated Claims.  In the alternative, should any of
the Claimants provide the Debtors with sufficient documentation
to substantiate their Claim, the Debtors also object to these
Claims as to the liability, priority, and amount.

The Claims include:

   Claimant                           Claim No.  Claim Amount
   --------                           ---------  ------------
   Cooper, Freddie & Wade                1635       $50,000
   Expanets                               813         3,639
   Mandodigian, Michael & Helen          1923        16,396
   Mark E. Seitelman Law Offices         4563     5,000,000
   Parvis, IV, Manuel                    2739        12,871
   Snow, Deborah                         2663         7,500
   Vansickle, Karry                      2637        23,675
   Velke, Jimmy                          4170     1,000,000
   Wayne County Tax Collector             255         5,989
   Whigham, Henry Gray                   2362        51,480

The Debtors deny liability to Claim No. 89 filed by George G.
Brown for $100,000,000.  The Claim is based on an underlying
lawsuit filed before the United States District Court, Eastern
District of North Carolina, Western Division, Case NO. 5:02-CV-
294-BO (3).  Pursuant to an October 11, 2002 judgment, the
District Court dismissed the case in its entirety.   Accordingly,
the Debtors ask the Court to expunge the Claim from the Claims
Registry.

The Debtors also deny liability to Claim No. 4047 filed by the
Port of Portland for $1,233,000.  The Claim is based on alleged
environmental contamination.   But pursuant to a Court-approved
settlement with Portland, the parties agree that Cherokee will be
liable for all Environmental Costs under the parties' Agreements,
whether accruing or occurring before, on, or after the Effective
Date.  Should the Debtors be found liable for any portion of the
Environmental Costs, the Portland Agreement states that that
costs should come from "the proceeds of [the Debtor's] insurance
coverage and not from the proceeds of [the Debtor's] bankruptcy
estate."

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)


CD&L INC: Management Led Investor Group Extends $4 Million Cash
---------------------------------------------------------------
CD&L, Inc. (Amex: CDV), one of the nation's leading providers of
customized, time-critical delivery services, announced the Company
has completed the restructuring of the Company's $11 million
Senior Subordinated Note which was due to mature in January 2006.
As a result of a company management led investor group which
provided a $4 million cash infusion, the Senior Subordinated Note
holders agreed to convert a portion of the Company's subordinated
debt into Convertible Preferred Stock and to amend and modify the
terms of the remaining subordinated debt.

The Company's Chairman and CEO, Al Van Ness, said "we are very
proud that our Senior Managers, in concert with some of its Board
members, our five Regional Vice Presidents, our Business
Development Manager and certain outsiders have invested $4.0
million in CD&L's future."

As reported in the Company's 10-K filed on Wednesday, April 14,
2004, the debt restructuring consists of the exchange of $4
million of senior subordinated notes for shares of Convertible
Redeemable Preferred Stock and the extinguishment of $3 million of
the senior subordinated debt. In addition, the Company's revolver
debt was paid down by $1 million. Also, a modified and amended
loan agreement totaling $8 million was executed between the
investor group, the current senior subordinated note holder and
CD&L. The loan agreement features no principal payments until an
$8 million balloon payment on April 14, 2011, interest payable at
a rate of 9.0% for the first and second years of the term,
followed by an increase in the rate to 10.5% for the third and
fourth years and a subsequent rate of 12% until maturity, with two
series of convertible notes, identical except for their conversion
price, with limited financial covenants.

Russ Reardon, the Company's CFO reports "this investment
immediately reduces the Company's revolver by $1 million and
eliminates the principal payments that total $2 million that were
due on the senior subordinated debt in 2004 and 2005.
Additionally, the scheduled $9 million (now $8 million) balloon
payment was moved from January 2006 to April 2011 and the
Company's interest expense is reduced by approximately $500,000
per annum for the next two years."

CD&L, Inc. operates 67 facilities in 21 states providing last mile
delivery solutions to various industries. The Company has over
1,400 employees and utilizes approximately 2,450 independent
contractors to provide time-sensitive delivery services to
thousands of customers across the country.


CORTARO 11 ACRES: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Cortaro 11 Acres 7246, An Arizona General Partnership
        dba RDBR Investment & Management
        1636 North Swan Road, Suite 206
        Tucson, Arizona 85712

Bankruptcy Case No.: 04-01473

Chapter 11 Petition Date: March 29, 2004

Court: District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsel: Michael W. Baldwin, Esq.
                  Law Offices of Michael Baldwin PLC
                  177 North Church Suite 913
                  Tucson, AZ 85701-1120
                  Tel: 520-792-3600
                  Fax: 520-792-8616

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 8 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
RDBR Investment & Management Inc.          $334,000

Dibro Development LLP                       $68,800

Alicia R. Diaz Brown                        $34,770

Rodrigo Diaz Brown                          $22,560

The Planning Center                         $22,545

Olga S. Diaz Brown                           $5,985

Castro Engineering Corp.                     $4,329

Lewis & Roca LLP                             $1,544


DAN RIVER: Wants Nod to Employ Ordinary Course Professionals
------------------------------------------------------------
Dan River Inc., and its debtor-affiliates asks authority from the
U.S. Bankruptcy Court for the Northern District of Georgia, Newnan
Division, to retain and compensate professionals they used in the
ordinary course of their businesses.

The ordinary course professionals render services to the Debtors
prior to the petition date.  The Debtors want these professionals
to continue doing so in their ongoing chapter 11 cases. These
services include:

   (a) tax preparation and other tax advice;

   (b) legal services with regard to

         (i) routine litigation,

        (ii) collection matters,

       (iii) reimbursement, shareholder and regulatory matters,

        (iv) acquisitions, divestitures, and other corporate
             services, and

         (v) real estate issues; and

   (c) other relatively minor matters, such as actuarial
      services, requiring the expertise and assistance of
      professionals.

The Debtors submit that, in light of the costs associated with the
preparation of employment applications for professionals who will
receive relatively small fees, it would be impractical,
inefficient, and unnecessarily costly for them to submit
individual applications and proposed retention orders for each
professional.

The Debtors want to pay each Ordinary Course Professional, 100% of
the fees and disbursements owed to them, upon the submission of an
appropriate invoice setting forth in reasonable detail the nature
of the services rendered and disbursements actually incurred, as
long as each professional's fees and disbursements does not exceed
$20,000 in a particular month.

The Debtors argue that it is essential that the employment of the
Ordinary Course Professionals, who are already familiar with their
affairs, be continued on an ongoing basis to enable them to
conduct, without disruption, their ordinary business affairs. This
will greatly save the Debtors the expense of separately applying
for the employment of each professional.

Headquartered in Danville, Virginia, Dan River Inc.
-- http://www.danriver.com/-- is a designer, manufacturer and and
marketer of textile products for the home fashions, apparel
fabrics and industrial markets.  The Company filed for chapter 11
protection on March 31, 2004 (Bankr. N.D. Ga. Case No.
04-10990).  James A. Pardo, Jr., Esq., at King & Spalding
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$441,800,000 in total assets and $371,800,000 in total debts.


ENRON CORPORATION: Objects to 55 Multimillion-Dollar Claims
-----------------------------------------------------------
After reviewing the proofs of claims filed against their cases,
Enron Corporation objects to 55 Mega Claims and ask the Court to
disallow and expunge them in their entirety because:

   (a) the Debtors do not have any liability with respect to
       these Claims:

       Claimant                          Claim No.      Amount
       --------                          ---------      ------
       Will Price, Stixon Petroleum        14029    $100,000,000
       Inc., Thomas F. Boles and
       The Cooper Clark Foundation

       Marlene Olsavsky                    14984       2,500,000

       Alan Dorn Hetzel, Jr.                 878       2,705,691

       Steamfitters Local Union 420     22319-20       2,799,117
       Pension Plan                     22322-46         each
                                        22350

   (b) these Claims are duplicative of other filed claims:

       Claimant                          Claim No.      Amount
       --------                          ---------      ------
       Alan Dorn Hetzel, Jr.                1046      $2,705,691
                                             685       2,705,691
                                            6897       2,705,691

       State Street Bank and Trust         10810      68,590,538
       of Connecticut, NA                  10811      68,590,538

       TCW Leveraged Income Trust LP       13867       7,500,000
                                           13868       7,500,000
                                           13869       7,500,000
                                           14578       7,500,000
                                           14579       7,500,000

   (c) the Claimant miscalculated the amounts due to them and
       the Claims are not without proper documentation to
       support the claim:

       Claimant                          Claim No.      Amount
       --------                          ---------      ------
       Dean Foods Company                  12849     $47,448,260

       TRW Space & Electronic Group        11626      76,100,000

       Harrah's Operating Company, Inc.    24395      10,728,821
       & Harrah's Entertainment, Inc.      24396      10,728,821

       The Durst Organization, Inc.        14086      16,565,100

   (d) these Claims lack sufficient detail to support the
       claimed amount:

       Claimant                          Claim No.      Amount
       --------                          ---------      ------
       Dominion Exploration &              19985     $46,560,038
       Production

       Joint Energy Development            23846      12,000,000
       Investments II LP                   23848      12,000,000
                                           23847    undetermined
                                           23849    undetermined

       LE Hesten Energy LLC                13095      60,000,000
                                           13096      60,000,000

       WestLB AG, London Branch            13229     165,282,420

(Enron Bankruptcy News, Issue No. 104; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


E*TRADE FINANCIAL: Delivers Positive First Quarter Results
----------------------------------------------------------
E*TRADE Financial Corporation (NYSE: ET) announced results for its
first quarter ended March 31, 2004, reporting GAAP net income of
$88 million, or $0.23 per diluted share, compared to GAAP net
income of $21 million, or $0.06 per share, in the same quarter a
year ago. Net revenues for the quarter ended March 31, 2004
increased 28 percent over the year ago period to $411 million.

The Company increased its 2004 GAAP earnings guidance to between
$0.75 and $0.90 per share from a previous range of between $0.70
and $0.85 per share.

"Our focus on integrating brokerage and banking products to
enhance the customer experience is delivering superior value to
both our customers and shareholders in 2004," said Mitchell H.
Caplan, Chief Executive Officer, E*TRADE Financial Corporation.
"First quarter momentum is a solid indicator of the increased
opportunities created by our integrated model."

    Other selected highlights from the first quarter of 2004:

    -- Retail investor activity increased for the fourth
       consecutive quarter, generating higher DARTs and margin
       debt balances.  Total DARTs for the quarter were 157,000, a
       12 percent sequential increase and an 81 percent increase
       year-over-year.

    -- Average commission per trade increased to $11.53 from
       $11.18 in the prior quarter based on strength in main
       street customer activity, a higher volume of option trades
       and a favorable mix of international transactions.

    -- Exited the quarter at 201 basis points in net interest
       spread, achieving target a full quarter ahead of plan.

    -- Total customer assets increased to $87.2 billion from $83.3
       billion in the fourth quarter.

    -- Cash and equivalents for the quarter totaled $847 million
       and free cash totaled $705 million.

    -- E*TRADE Securities launched the industry's first 2-second
       execution guarantee on S&P 500 stocks.

    -- E*TRADE Securities received a four-and-a-half star rating
       from Barron's with top honors among active trader
       platforms.

    -- E*TRADE Financial included in Standard & Poor's flagship
       stock index, the S&P 500.

"E*TRADE Financial is ahead of plan, delivering positive growth
from our core brokerage and bank earnings drivers," said R.
Jarrett Lilien, President and Chief Operating Officer, E*TRADE
Financial Corporation. "The steady rise in quarterly trading
activity and continued growth in margin debt, along with our
ability to generate bank net interest spread in excess of 200
basis points as we exited the first quarter, gives us the
confidence to raise 2004 guidance."

"We continue to set the standard for innovative products and
services that meet the needs of the individual investor,"
continued Mr. Lilien. "We remain focused on leveraging technology
and cost-efficiency to create value for our customers and
exceptional results for our shareholders."

                     About E*TRADE FINANCIAL

The E*TRADE FINANCIAL family of companies provide financial
services including brokerage, banking and lending for retail,
corporate and institutional customers. Securities products and
services are offered by E*TRADE Securities LLC (Member NASD/SIPC).
Bank and lending products and services are offered by E*TRADE
Bank, a Federal savings bank, Member FDIC, or its subsidiaries.

                       *       *       *

As reported in the Troubled Company Reporter's January 16, 2004
edition, Standard & Poor's Ratings Services placed its ratings on
E*TRADE Financial Corp. and its subsidiaries, including its 'B+'
long-term counterparty credit rating on E*TRADE Financial Corp.,
on CreditWatch with developing implications.

The CreditWatch listing was the result of E*TRADE's announcement
confirming that it was engaged in discussions with Toronto
Dominion Bank regarding a possible acquisition by E*TRADE of
Toronto Dominion's retail securities brokerage subsidiary, TD
Waterhouse.


FAIRVIEW DAIRY FARM: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Fairview Dairy Farm, Inc.
        R.D. #2, Box 354
        Dayton, Pennsylvania 16222

Bankruptcy Case No.: 04-24238

Chapter 11 Petition Date: April 1, 2004

Court: Western District of Pennsylvania (Pittsburgh)

Judge: M. Bruce McCullough

Debtor's Counsel: Francis E. Corbett, Esq.
                  Calaiaro, Corbett & Brungo, P.C.
                  Grant Building, Suite 1105
                  310 Grant Street
                  Pittsburgh, PA 15219-2207
                  Tel: 412-232-0930
                  Fax: 412-232-3858

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

Estimated Debts:  $1 Million to $10 Million

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


FIBERMARK: Wants Until May 14 to File Schedules & Statements
------------------------------------------------------------
FiberMark, Inc., and its debtor-affiliates are asking permission
from the U.S. Bankruptcy Court for the District of Vermont to
extend their time to file their schedules of assets and
liabilities, statements of financial affairs and lists of
executory contracts and unexpired leases required under 11 U.S.C.
Sec. 521(1).

The Debtors report that they have in excess of 7,000 creditors and
parties in interest and conduct their business operations from 10
different locations in 4 different states and one foreign country.
Due primarily to the voluminous nature of the information required
to be gathered and reviewed, the process of preparing Schedules
and Statements will require a significant amount of time by the
Debtors' employees and professionals, they pointed out.

The Debtors estimate that an extension until May 14, 2004 as the
deadline for the Debtors to filed their Schedules and Statements,
will provide them ample time to complete the requirement.

Headquartered in Brattleboro, Vermont, FiberMark, Inc.
-- http://www.fibermark.com/-- produces filter media for
transportation applications and vacuum cleaning; cover stocks and
cover materials for books, graphic design, and office supplies and
base materials for specialty tapes, wallcoverings and sandpaper.
The Company filed for chapter 11 protection on March 30, 2004
(Bankr. D. Vt. Case No. 04-10463).  Adam S. Ravin, Esq., D. J.
Baker, Esq., David M. Turetsky, Esq., Rosalie Walker Gray, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from its creditors, they listed $329,600,000 in total
assets and $405,700,000 in total debts.


FIRST UNION-LEHMAN: S&P Raises Ratings on 3 Series 1997-C1 Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of pass-through certificates issued by First Union-Lehman
Brothers Commercial Mortgage Trust's series 1997-C1. Concurrently,
the rating on the remaining class from the same series is
affirmed.

The raised ratings reflect increased credit enhancement levels
since the last review. The affirmed rating reflects subordination
levels, which adequately support the existing rating under various
stress scenarios.

As of March 18, 2004, the trust collateral consisted of 201 loans
with an aggregate outstanding principal balance of $838.5 million,
down from 283 loans amounting to $1,305.4 million at issuance. The
master servicer, Wachovia Bank N.A. (Wachovia), provided partial-
or full-year 2003 net cash flow debt service coverage (DSC)
figures for 64.7% of the pool. Full-year 2002 DSC figures were
used for 28.2% of the pool when 2003 figures were unavailable.
Based on this information, Standard & Poor's calculated a weighted
average DSC of 1.40x, up from 1.35x at issuance. The current DSC
figure excludes one defeased loan (1.5%) and 7.1% of the pool
for which financial information has not been provided in the past
two years. The pool has experienced three losses to date for a
total amount of $3.2 million (0.2%).

The top 10 loans have an aggregate outstanding balance of $190.3
million (22.7%) and reported a 2002 weighted average DSC of 1.36x,
up from 1.30x at issuance. Partial-year 2003 financial data was
available for seven of the top 10 loans, and the weighted average
DSC for these loans is 1.34x. As part of its surveillance review,
Standard & Poor's reviewed recent property inspections for assets
underlying the top 10 loans, and all such assets were
characterized as "good". There are no top 10 loans in special
servicing, but three of the top 10 loans are on Wachovia's
watchlist.

There are 15 loans with an aggregate outstanding balance of $59
million (7.0%) that are with the special servicer, CRIIMI MAE Loan
Services. The three largest assets in special servicing total
$27.1 million (3.2% of the pool). The largest specially serviced
loan is current and is secured by a 300,000-sq.-ft. retail
property in Pembroke Pines, Florida, with an outstanding balance
of $12.5 million (1.5%). Equity One Inc., a publicly traded REIT,
acquired the property in September 2001, several months after
this asset became specially serviced. The REIT has completed its
redevelopment and leasing activities at the property, and the new
tenant roster includes Lowe's (which occupies 177,000 sq. ft.),
Goodyear, and Eckerd. It is anticipated that this asset will be
transferred back to the master servicer shortly. The second-
largest specially serviced loan is secured by a 316-unit
multifamily facility in Nashville, Tennessee, with an unpaid
principal balance of $8.8 million. The borrower remained current
on its payments but requested debt relief, a request that was
denied. This loan was returned to the master servicer subsequent
to the last distribution date. The third-largest asset has an
outstanding balance of $5.9 million and is secured by a 353-unit
multifamily property in Greenville, South Carloina. The loan is 30
days delinquent. A recent sales contract suggests minimal losses
on the asset. The remaining specially serviced assets all have
balances under $5.0 million, aggregate to 32.0 million (3.8%), and
have a combined appraisal reduction amount of $3.8 million.
Losses are anticipated on most of these assets, with severe losses
expected on the health care assets in Georgia and Ohio as well as
the lodging facilities in Louisiana and Michigan.

Wachovia's watchlist consists of 51 loans with an aggregate
outstanding balance of $210.3 million (25.1%), and includes three
of the top 10 loans in the trust collateral. The fifth-largest
loan has an outstanding balance of $18.7 million (2.2%) and is
secured by a 526,000-sq.-ft. retail asset in Mobile, Alabama In
the third quarter of 2003, the property reported a 59.0% occupancy
rate and a DSC of 1.04x. Since then, several new tenants,
occupying a total of 50,000 sq. ft., have commenced paying rent,
and the occupancy level has increased to 67.8%. The seventh-
largest loan has an outstanding balance of $15.2 million (1.8%)
and is secured by a 318-unit multifamily property in Philadelphia,
Pennsylvania. This property was been re-configured in 1998, and
approximately one-half of the units now consist of hotel rooms or
corporate apartments. This property reported a DSC of 1.09x in
2002, a figure that has increased to 1.22x through the third
quarter of 2003. The eighth-largest loan was on the watchlist as
of the last remittance report and had a maturity date of March 1,
2004. Since then, the entire outstanding balance amount of $13.1
million (1.6%) has been paid off in full. The balance of assets
appears on the watchlist due primarily to occupancy, lease
expirations, or DSC issues.

The trust collateral is located across 35 states, and only Florida
(11.9%) and Texas (10.5%) account for more than 10.0% of the pool
balance. Property concentrations are found in multifamily (39.0%),
retail (38.5%), and lodging (13.1%) assets.

Standard & Poor's stressed the specially serviced, watchlist, and
other loans in the pool that appeared to be underperforming. The
resultant credit enhancement levels support the raised and
affirmed ratings.

                        Ratings Raised

First Union-Lehman Brothers Commercial Mortgage Trust
Pass-thru certs series 1997-C1

               Rating
   Class   To          From   Credit Enhancement (%)
   F       BB+         BB                      8.96
   G       BB          BB-                     7.40
   H       B           B-                      4.29

                        Rating Affirmed

First Union-Lehman Brothers Commercial Mortgage Trust
Pass-thru certs series 1997-C1

   Class   Rating   Credit Enhancement (%)
   J       CCC+                      2.73


FLEMING COS: Court Approves Skinner's Retention as Market Surveyor
------------------------------------------------------------------
The Fleming Companies, Inc. Debtors sought and obtained court
approval to employ Darrel Skinner from Dakota Worldwide
Corporation as an expert in connection with their disputes with
Price Chopper.

Kathleen Marshall DePhillips, Esq., at Pachulski Stang Ziehl
Young Jones & Weintraub PC in Wilmington, Delaware, told Judge
Walrath that the Debtors and Price Chopper have agreed to modify
the stay in order to submit their dispute to arbitration.  One of
the issues in the Price Chopper dispute is the accuracy of a
market survey conducted by Fleming.  In this regard, the Debtors
intend to use Mr. Skinner's expertise as a market surveyor.  Mr.
Skinner will:

       (1) review and render opinions regarding the Survey
           Report;

       (2) render any requested advice or expert opinion that
           may be required to assist in addressing issues
           arising from the contested Price Chopper matter; and

       (3) appear if necessary as a witness at the arbitration
           or in court in connection with the contested matter.

Compensation will be payable to DWC on behalf of Mr. Skinner's
services on an hourly basis.  Mr. Skinner's hourly rate is $625,
subject to periodic adjustments to reflect economic and other
conditions.

Elliott Olson, an officer of DWC, assured the Court that Mr.
Skinner and DWC are disinterested within the meaning of the
Bankruptcy Code, neither holding nor representing any interest
adverse to the Debtors or their estates in the matters for which
employment is sought.  Mr. Olson relates that DWC has not
received any retainer.

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)


GENTEK: Lodges EPA Settlement Agreement with Del. Bankruptcy Court
------------------------------------------------------------------
On April 12, 2004, a proposed Settlement Agreement in In re
GenTek, Inc., Case No. 02-12968, was lodged with the United States
Bankruptcy Court for the District of Delaware. The Agreement is
between GenTek, Inc. and its affiliated debtors and debtors-in-
possession and the United States, on behalf of the United States
Environmental Protection Agency (EPA), the United States
Department of the Interior, and the National Oceanic and
Atmospheric Administration of the United States Department of
Commerce. The Agreement relates to liabilities of the Debtors
under the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, 42 U.S.C. 9610 et seq. (CERCLA) and the
Emergency Planning and Community Right-to-Know Act, 42 U.S.C.
11001 et seq. (EPCRA). The Agreement provides as follows:

   1. The United States, on behalf of EPA, would receive (a) an
      allowed general unsecured claim in the amount of $352,437
      for unreimbursed response costs incurred through June 27,
      2003 in connection with the Allied Chemical Corporation
      Works Site located in Front Royal, Virginia (Debtor General
      Chemical Corporation is a potentially responsible party at
      this site), and (b) and allowed claim in the amount of
      $36,000 with respect to violations by Debtor General
      Chemical Corporation of the notice requirements of Section
      304 of EPCRA, 42 U.S.C. 11004, with respect to the release
      of sulfur trioxide on or about January 19, 2000 at the
      Delaware Valley Works in Claymont, Delaware.

   2. The Debtors have agreed to comply with the following
      Unilateral Administrative Orders (UAOs), as amended,
      issued to Debtor General Chemical Corporation: (a) September
      30, 1998 UAO issued by Region 3 of EPA requiring the
      implementation of a removal action at the Allied Chemical
      Corporation Works Site located in Front Royal, Virginia, and
      (b) the August 30, 2000 UAO issued by Region 3 of EPA under
      the Resource Conservation and Recovery Act, 42 U.S.C. 6901
      et seq., with respect to the Delaware Valley Works in
      Claymont, Delaware.

   3. For Debtor-Owned sites, there shall be no discharge under
      Section 1141 of the Bankruptcy Code with respect to, inter
      alia, actions against Debtors by the United States under
      CERCLA or RCRA seeking to compel the performance of a
      removal action, remedial action, or corrective action.

   4. For all other sites including, without limitation, the Kim-
      Stan Site in Alleghany County, Virginia and the Allied
      Chemical Corporation Works Site located in Front Royal,
      Virginia (except for the response costs paid at the site
      through June 27, 2003 and the obligations of General
      Chemical Corporation under the September 20, 1998 UAO), the
      United States may not issue or seek environmental cleanup
      orders based on the Debtors' conduct before the
      bankruptcy action, but may recover response costs and
      natural resource damages based on such conduct, in an amount
      that is approximately equivalent to the amount the United
      States would have received if the United States' claims
      had been allowed unsecured claims under the Debtors'
      reorganization plan.

The Department of Justice will receive comments relating to the
Agreement through May 1, 2004, 15 days from the date this notice
was released. Comments should be addressed to the Assistant
Attorney General, Environment and Natural Resources Division, P.O.
Box 7611, U.S. Department of Justice, Washington, DC 20044, and
should refer to In re GenTek, Inc., Case No. 02-12968 (Bankr. D.
Del.), D.J. Ref. No. 90-7-1-23/4. A copy of the comments should be
sent to Donald G. Frankel, Department of Justice, Environmental
Enforcement Section, One Gateway Center, Suite 616, Newton, MA
02458.

The Agreement may be examined at the Office of the United States
Attorney, district of Delaware, 1201 Market Street, Suite 1100,
P.O. Box 2046, Wilmington, Delaware 19899-2046 (contact Ellen
Slights at 302-573-6277). During the public comment period, the
Agreement may also be examined on the following Department of
Justice website, http://www.usdoj.gov/enrd/open.html.A copy of
the Agreement may also be obtained by mail from the Consent Decree
Library, P.O. Box 7611, U.S. Department of Justice, Washington, DC
20044, or by faxing or e-mailing a request to Tonia Fleetwood
(tonia.fleetwood@usdoj.gov), fax number (202) 514-0097, phone
confirmation number (202) 514-1547. In requesting a copy from the
Consent Decree Library, please enclose a check in the amount of
$5.00 (25 cents per page reproduction cost) payable to the United
States Treasury.


HEADLINE MEDIA: Score Television Unit Renews Credit Facility
------------------------------------------------------------
Headline Media Group Inc. announced that its wholly-owned
subsidiary, The Score Television Network Ltd. renewed its existing
bank credit facility through August 31,2005. The revolving credit
facility provides for debt financing up to an aggregate principal
amount of $15 million, reducing to $14 million by the end of the
term. The proceeds of loans made under the new credit facility may
be used to fund The Score's working capital needs, capital
expenditures and other general corporate purposes, including the
issuance of letters of credit, and is subject to financial and
operational covenants customary for this type of facility.

"We are extremely pleased with this renewal and appreciate the
bank's continued support of The Score and its growth-oriented
business plan," said Patrick Michaud, Executive Vice President and
Chief Financial Officer.

                  About Headline Media Group Inc.

Headline Media Group Inc. -- whose February 29, 2004 balance sheet
shows a shareholders' deficiency of $9,333,000 -- is a media
company focused on the specialty television sector through its
main asset, The Score Television Network. The Score is a national
specialty television service providing sports, news, information,
highlights and live event programming, available across Canada in
over 5.4 million homes. HMG also owns PrideVision TV, the world's
first 24/7 GLBT television network, and The St. Clair Group, a
Canadian sports marketing and specialty publishing company.


HIDDEN POINTE: U.S. Trustee to Meet with Creditors on May 6
-----------------------------------------------------------
The United States Trustee will convene a meeting of Hidden Pointe
Properties, L.P.'s creditors at 9:00 a.m., on May 6, 2004, in
Room 365 at Russell Federal Building, 75 Spring Street SW,
Atlanta, Georgia 30303. This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Dallas, Texas, Hidden Pointe Properties, L.P., is
the owner of an apartment project including 440 separate units
located in Stone Mountain, Georgia.  The Company filed for chapter
11 protection on March 29, 2004 (Bankr. N.D. Ga. Case No. 04-
65132).  Carole Thompson Hord, Esq., and John A. Christy, Esq., at
Schreeder, Wheeler & Flint, LLP represent the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed both estimated debts and assets of over
$10 million.


HOLLINGER INC: 11.875% Senior Secured Debt Offer Expires
--------------------------------------------------------
Hollinger Inc. announced that its offer (the Change of Control
Offer) commenced by notice dated February 17, 2004 to purchase for
cash any and all of its outstanding 11.875% Senior Secured Notes
due 2011 for US$1,010 per US$1,000 principal amount of Notes, plus
accrued and unpaid interest, expired at 5:00 p.m. (Eastern
Standard Time) on April 13, 2004. No Notes were tendered to and
purchased by Hollinger in connection with the Change of Control
Offer.

The Change of Control Offer was made in accordance with the
requirements of the indenture pursuant to which the Notes were
issued with respect to a change of control which could have
occurred as a result of the transactions contemplated by the
Tender and Shareholder Support and Acquisition Agreement dated as
of January 18, 2004 among Press Holdings International Limited,
The Ravelston Corporation Limited and Conrad (Lord) Black. The
Support Agreement was terminated by mutual agreement on March 1,
2004.

Hollinger's principal asset is its approximately 72.3% voting and
29.7% equity interest in Hollinger International Inc. Hollinger
International is a global newspaper publisher with
English-language newspapers in the United States, Great Britain
and Israel. Its assets include The Daily Telegraph, The Sunday
Telegraph and The Spectator and Apollo magazines in Great
Britain, the Chicago Sun-Times and a large number of community
newspapers in the Chicago area, The Jerusalem Post and The
International Jerusalem Post in Israel, a portfolio of new media
investments and a variety of other assets.

As reported in the Troubled Company Reporter's March 3, 2004
edition, Hollinger Inc. (TSX: HLG.C; HLG.PR.B; HLG.PR.C) did not
make the interest payment due March 1, 2004, on its outstanding
US$120 million aggregate principal amount of 11.875% senior
secured notes due 2011. The non-payment of interest does not
constitute an event of default under the indenture governing the
Senior Secured Notes unless such non-payment continues for a
period of 30 days from the date such interest is due. Hollinger,
together with its advisors, are continuing to actively examine
Hollinger's available options in order to satisfy its obligations
under the Senior Secured Note indenture in a timely manner.


HORIZON GROUP: Q4 and FY 2003 Results Swing to Positive Zone
------------------------------------------------------------
Horizon Group Properties, Inc. (HGP) (Pink Sheets: HGPI), an
owner, operator and developer of factory outlet centers and land
developer, announced that the fourth quarter of 2003 resulted in
net income of $10.7 million or $3.72 per share. Net income
included gains of $6.7 million from the sale of partnership
interests and $6.5 million from debt restructuring. This compares
to a net loss of $16.4 million or $5.70 per share for the same
quarter a year earlier. The prior year loss included a provision
for impairment of $17 million.

The year ended December 31, 2003 produced net income of $26.7
million or $9.32 per share compared to a net loss of $21.7 million
or $7.55 per share for 2002. Net income for 2003 included gains of
$6.7 million from the sale of partnership interests, $9.8 million
from the sale of retail centers and $16.6 million from debt
restructuring, some of which are included in Income from
Discontinued Operations. The prior year loss included a provision
for impairment of $17 million.

At December 31, 2003, Horizon Group Properties, Inc.'s balance
sheet also shows a recovery of shareholder equity at $19,332,000.
The previous year, the company reported a deficit of $8,691,000

During the fourth quarter, HGP restructured the loans secured by
three of its outlet shopping centers which had been in default.
The restructuring involved purchasing two loans at a discount and
reinstating the loan secured by a third center. HGP recognized a
gain of $6.5 million related to the restructuring. HGP also sold a
49% equity interest in the entities that owned nine outlet centers
and an office building to an affiliate of Howard Amster, a
significant shareholder of HGP. HGP recognized a net gain of $6.7
million on the sale of the partnership interests. In addition, HGP
sold its outlet center located in Sealy, Texas during the quarter.

Commenting on the Company's fourth quarter and year-end results,
HGP's Chairman, President and Chief Executive Officer, Gary J.
Skoien, said, "2003 was a watershed for the Company. We acquired a
650 acre retail and commercial land development in Huntley,
Illinois, sold a power center in Muskegon, Michigan that we
successfully leased up, completed the difficult task of curing our
loan defaults and fortified our balance sheet. At the end of the
year, Shareholders' Equity on our balance sheet was $19.3
million." Mr. Skoien added, "We look forward to growing the
Company as evidenced by our recent acquisition of Prime Outlets of
Darien near Savannah, Georgia."

Based in Chicago, Illinois, Horizon Group Properties, Inc. has 9
factory outlet centers in 7 states totaling approximately 1.9
million square feet and is the developer of a master planned
community in suburban Chicago.


IMPERIAL PLASTECH: Insolvent Plastics Manufacturer Posts $15M Loss
------------------------------------------------------------------
Imperial PlasTech Inc. (TSX-VEN: IPG) announced its financial
results for the year ended November 30, 2003.

The Company reported a loss of $15.4 million for the year ended
November 30, 2003 compared to a loss of $20.9 million for the same
period of fiscal 2002.

                  Reorganization Proceedings

The Company filed a plan of compromise or arrangement with the
Ontario Superior Court of Justice on November 18, 2003. At
November 30, 2003, the Company was operating under protection from
its creditors pursuant to insolvency legislation in Canada and the
United States in order to facilitate the restructuring of the
Company. Subsequent to the financial year end, the Company
successfully emerged from the restructuring proceedings.

                      Results from Operations

The Company reported a loss of $15.4 million for the year ended
November 30, 2003 compared to a loss of $20.9 million for the same
period of fiscal 2002.

                             Sales

Sales were $18.5 million for the year ended November 30, 2003
compared to $35.9 million for the same period of fiscal 2002. The
reduction in sales reflects the suspension of operations of the
Company's core business during the receivership proceedings and
the inactivity of the Company's non-core business of manufacturing
wood fibre and plastic wood products and the lack of resin supply
for use in the Company's core business until the fourth quarter.
In addition, as a result of the financial condition of the
Company, the Company had difficulty securing a supply of resin and
the Company was required to pay suppliers on a cash on delivery
basis, which lack of supply and payment terms reduced production
and ultimately sales.

                         Gross Margin

The Company recorded a negative gross margin of $3.2 million for
the year ended November 30, 2003 compared to $1.8 million during
the same period of fiscal 2002. The gross margin loss reflects a
decrease in sales as a result of the suspension of operations
discussed above, fixed costs incurred during the period and total
write downs of inventory of $2.1 million during the year.
Additionally, from December 1, 2002 to the receivership date on
June 12, 2003 the Company was operating at a 35% scrap rate. This
is now reduced to 5 - 10%.However, fixed costs were significantly
decreased during the year as production personnel were decreased
from 147 prior to the receivership to 67 at November 30, 2003, a
reduction of 54% or 80 people.

                      Operating Expenses

Operating expenses during the year ended November 30, 2003 were
$12.2 million compared to $19.7 million during the same period of
fiscal 2002. The operating expenses for 2002 include a charge for
the impairment of capital assets of $9.5 million. If this is
excluded 2002 operating costs are $10.2 million. The operating
expenses for 2003 includes $4.6 million of restructuring costs
related to the Company's Companies Creditors' Arrangement Act
("CCAA") reorganization and $0.9 million related to the write down
($0.3 million) and loss on assets held for sale ($0.6 million). If
these costs are excluded 2003 operating costs are $6.7 million.
Accordingly by excluding the non-recurring restructuring and write
down of assets held for sale compared to the 2002 operating costs
excluding impairment of capital assets, operating costs decreased
from $10.2 million to $6.7 million a decrease of 34% or $3.5
million. This decrease is the result of current management's focus
on eliminating all non-essential costs. As an example non-
production head count was reduced from 33 prior to the
receivership to 17 at November 30, 2003, a reduction of 48.4% or
16 people.

                  Liquidity and Capital Resources

The Company had a cash deficiency from operations during the 2003
fiscal year, before changes in non-cash operating assets and
liabilities, of $13 million compared to $9.4 million for fiscal
2002. The increase in outflow reflects the financial condition of
the Company, including the payment of $4.6 million in professional
and restructuring fees. The Company also had to pay suppliers on a
cash on delivery basis for product. The fees included the fees of
the interim receiver, interim receiver's counsel, and counsels to
the secured lenders, which were incurred as a result of the
receivership proceedings and the reorganization proceedings.

After changes in non-cash assets and liabilities, cash generated
by operations during the nine months ended November 30, 2003 was
$0.8 million compared to cash used in operations of $5.0 million
during the same period of fiscal 2002. The changes in non-cash
assets and liabilities reflected a decrease in accounts receivable
of $2.3 million, a decrease in inventories of $4.3 million, and an
increase in accounts payable of $7.4 million all leading to a
reduced use of cash.

Assets of $20.2 million as at November 30, 2003 reflected a
reduction of $10.7 million or 34.6% from assets of $30.9 million
as at November 30, 2002.

Accounts receivable of $2.7 million as at November 30, 2003
reflected a reduction of 46.3% or $2.3 million in accounts
receivable during fiscal 2003 compared to a decrease of $1.1
million in accounts receivable during the same period of fiscal
2002. The reduction of accounts receivable during the year is the
result of a 48.6% decrease in sales compared to the same period of
fiscal 2002.

Inventories of $1.9 million as at November 30, 2003 reflected a
reduction of $4.3 million or 69.0% from inventories of $6.2
million as at November 30, 2002. This reduction includes an
inventory allowance of $0.6 million at year end. Due to the
financial condition of the Company, until the fourth quarter
the Company was required to pay suppliers on a cash on delivery
basis, which also reduced inventory. Additionally, current
management's focus in on minimizing the amount of working capital
required in the business and as such they are constantly
monitoring inventory levels with the goal of minimizing the amount
of inventory on hand. Production is almost entirely for specific
customer orders which has also reduced inventory requirements. At
the end of 2003, based on cost of sales for fiscal 2003 there was
approximately 32 days of inventory on hand and it was turning 11.3
times a year. By comparison, at the end of 2002 there was
approximately 60 days of inventory on hand and therefore it was
turning 6 times a year.

Capital assets decreased by $2.8 million during the year. This is
a result of identifying redundant assets as part of the
restructuring. During the year the three Peterborough facilities
were consolidated into a single plant. One of the properties was
sold and the other property is currently listed for sale and is
shown as assets held for sale of $1.3 million. Additionally at the
end of 2002 the Company had exited the PVC market and
correspondingly $0.5 of equipment at net book value was disposed
of during fiscal 2003. Capital assets were purchased during the
year totaling $1.7 million but this was offset by $1.5 million of
depreciation. The majority of the capital asset expenditures were
for the relocation of the Atlanta facility in the first quarter of
2003.

Accounts payable and accrued charges of $17.0 million as at
November 30, 2003 reflected an increase of $7.4 million in
accounts payable and accrued charges during fiscal 2003 compared
to a decrease of $0.1 million in accounts payable and accrued
charges payable during the same period of fiscal 2002. The
increase in accounts payable was due to the negotiation of trade
credit with a major resin supplier as well as some additional
accounts payable related to claims arising from the reorganization
and accrued professional fees also related to the reorganization.

Most long-term debt is recorded as current at November 30, 2003,
since the Company is in default of all of its banking covenants.
Long-term debt as at November 30, 2003 reflected an increase in
the amount reported as at November 30, 2002 of 83.3% or $3.1
million. In 2003, the Company was in breach of its banking
covenants under the credit facility agreement and was placed into
receivership by its principal lender on June 12, 2003. On June 19,
2003, A.G. Petzetakis S.A. (AGP), a significant shareholder of the
Company, purchased all of the indebtedness owed by the Company to
the principal lender ($3.1 million), and the security therefore,
in order to facilitate the restructuring of the Company. In
connection with the receivership proceedings, AGP provided debtor-
in-possession secured financing in the amount of $785,000 in order
to enable the Company to meet its working capital requirements
during the restructuring proceedings. As part of the Plan of
Compromise the Company and certain lenders renegotiated the terms
of the Company's long term. Accordingly, when the Company emerged
from CCAA on January 30, 2004 of the $6.8 million of long term
debt in the financial statements at November 30, 2003, $0.6
million was current and $6.2 million was long term debt.

                              Outlook

Despite the financial results posted in fiscal 2003 and the
restructuring of its affairs under Court protection, the Board of
Directors believes that the Company has a viable business, which,
once reorganized, should return the Company to profitability. On
January 30, 2004, the Plan of Compromise was implemented, and the
Company successfully emerged from the restructuring proceedings,
after completing all required actions and satisfying or reaching
agreement with its creditors on all remaining conditions in the
Plan of Compromise.

2003 was a challenging year for the Company. It was a year of
survival due to the receivership and the restructuring. We have
now reduced our costs to an acceptable level and we continue to
look for ways and means of reducing our cost structure every day.
2004 will be the year of the customer as we focus on rebuilding
our client base and seek to become the low cost, high quality
producer of plastic pipe products for our current and future
customers and markets.

                        About the Company

Imperial PlasTech is a diversified plastics manufacturer supplying
a number of markets and customers in the residential,
construction, industrial, oil and gas and telecommunications and
cable TV markets. Currently operating out of facilities in Atlanta
Georgia, Peterborough Ontario and Edmonton Alberta, Imperial
PlasTech and its subsidiaries are focusing on the growth of their
core businesses and continue to assess their non-core businesses.


JABIL CIRCUIT: S&P Affirms Low-B Ratings & Revises Outlook to Pos.
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Jabil
Circuit Inc. to positive from stable. The outlook revision
reflects the company's good operational performance and its
growing electronics manufacturing services (EMS) market position
following the integration of several acquisitions. Ratings on the
company, including the 'BB+' corporate credit rating, were
affirmed.

Jabil Circuit is a leading provider of EMS to such leading
original equipment manufacturers (OEMs) as Koninklijke Philips
Electronics N.V., Cisco Systems Inc., and Hewlett-Packard Co. St.
Petersburg, Florida-based Jabil Circuit had about $865 million in
total debt outstanding, including operating leases and
securitizations, at February 2004.

"The ratings reflect operational challenges associated with
supplying volatile electronics end-markets, as well as customer
concentration," said Standard & Poor's credit analyst Emile
Courtney. "These factors are partly offset by Jabil's good
operational performance, its top-tier industry position, and its
moderate financial profile."

Compared with its top-tier EMS peers, Jabil pursued an organic
growth strategy during the rapid growth phase of the last business
cycle (1998-2001), deploying comparatively modest levels of
capital for acquisitions. As a result, the company emerged from
the industry's downturn (2001-2003) larger and with good
profitability, avoiding the facilities closures, headcount
reductions, and write-offs of its peers. Since 2001, management
has used $600 million acquiring OEM customer programs that, given
volatile electronics end markets, introduced a measure of risk
into the company's business profile. These acquisitions have been
integrated well, and have diversified Jabil's end markets and
geographic reach, adding major European customers.

Jabil's strong customer focus and its position as a premium
provider of EMS services are key differentiators in its strategic
approach. The company's good customer relationships have resulted
in solid sales growth with existing customers. In addition,
Jabil's expansion of its low-cost manufacturing capacity was well
managed, and the company has exhibited good operational execution
over a number of challenging years. Still, customer concentration,
although decreasing, is still significant: The three largest
customers comprise about 40% of sales.

Jabil is the most profitable top-tier EMS provider, with operating
margins before depreciation and amortization of nearly 7.5% in the
12 months ended February 2004. Standard & Poor's believes that
operating margins will likely stabilize at modestly lower levels,
reflecting a higher percentage of consumer electronics volume in
the company's sales mix. Return on invested capital, which
includes operating leases and securitizations, net of cash, was
almost 12% in the 12 months ended February 2004, more than 2x that
of most other top-tier EMS providers.


KAISER GROUP: Appoints Marian P. Hamlett as New Executive VP & CFO
------------------------------------------------------------------
Kaiser Group Holdings, Inc. (OTC Bulletin Board: KGHI) announced
that Marijo L. Ahlgrimm has resigned from the Company as Executive
Vice President and Chief Financial Officer to focus on other
business interests.

Ms. Ahlgrimm joined Kaiser in 1997 and eventually became Executive
Vice President and Chief Financial Officer. From 1993 to 1997, Ms.
Ahlgrimm was Vice President and Controller of an information
technology service provider that was subsequently acquired by TRW
in December 1997. Ms. Ahlgrimm was a manager with
PricewaterhouseCoopers LLP from 1985 to 1993.

"Ms. Ahlgrimm has contributed significantly to Kaiser in her role
as Executive Vice President and Chief Financial Officer, and all
of us on the Board of Directors deeply regret Ms. Ahlgrimm's
departure, but understand fully her need to concentrate on other
business interests that demand her attention," said James J.
Maiwurm, Chairman of Kaiser.

Ms. Marian P. Hamlett, Comptroller of Kaiser, will replace Ms.
Ahlgrimm as Executive Vice President and Chief Financial Officer.
Ms. Hamlett became Comptroller of Kaiser in 2003 and has been
significantly involved with the Company's bankruptcy proceedings
and reorganization since December 2000.

Kaiser also announced that Jeffrey Lehman has been appointed as
Vice President and Assistant Treasurer. Mr. Lehman provides
consulting, financial, investment and tax services for individuals
and small businesses through Lehman Financial Resources, which was
established in 1985. He handles investments through AIG Royal
Alliance, which is a broker-dealer.

Mr. Lehman is on the Board of Directors of Vitacost.com, Inc., a
private company, which is an on-line discount retailer of
vitamins, minerals and nutritional supplements.

Since 1980, Mr. Lehman has worked as a bankruptcy consultant for
large companies and has previously served as Treasurer of White
Motor Corporation and Allis-Chalmers Corporation.

                      About the Company

Kaiser Group Holdings, Inc. is a Delaware holding company formed
on December 6, 2000 for the purpose of owning all of the
outstanding stock of Kaiser Group International, Inc.  Kaiser
Group International, Inc. continues to own the stock of its
remaining subsidiaries.  On June 9, 2000, Kaiser Group
International, Inc. and 38 of its domestic subsidiaries
voluntarily filed for protection under Chapter 11 of the United
States Bankruptcy Code in the District of Delaware (case nos. 00-
2263 to 00-2301). Kaiser Group International, Inc. emerged from
bankruptcy with a confirmed Plan of Reorganization (the Second
Amended Plan of Reorganization that was effective on December 18,
2000.

In its Form 10-K for the fiscal year ended December 31, 2003,
Kaiser Group Holdings, Inc. further states:

"The effectiveness of the Plan as of December 18, 2000 did not in
and of itself complete the bankruptcy process.  The process of
resolving in excess of $500 million of claims initially filed in
the bankruptcy is ongoing.  By far the largest class of claims
(Class 4) was made up of creditor claims other than trade creditor
and equity claims. Class 4 claims included holders of Kaiser Group
International, Inc.'s senior subordinated notes due 2003 (Old
Subordinated Notes). Holders of allowed Class 4 claims received a
combination of cash and our preferred (New Preferred) and common
stock (New Common) in respect of their claims. Such holders
received one share of New Preferred and one share of New Common
for each $100 of claims. However, the number of shares of New
Preferred issued was reduced by one share for each $55.00 of cash
received by the holder of an allowed Class 4 claim.

"Pursuant to the terms of the Plan, we were required to complete
our initial bankruptcy distribution within 120 days of the
effective date of the Plan.  Accordingly, on April 17, 2001, we
effected our initial distribution of cash, New Preferred and New
Common to holders of Class 4 claims allowed by the Bankruptcy
Court.  At that time, there were approximately $136.8 million of
allowed Class 4 claims.  The amount of unresolved claims remaining
at April 17, 2001 was approximately $130.5 million.

"To address the remaining unresolved claims, the Bankruptcy Court
issued an order on March 27, 2001 establishing an Alternative
Dispute Resolution (ADR) procedure whereby the remaining claimants
and we produce limited supporting data relative to their
respective positions and engage in initial negotiation efforts in
an attempt to reach an agreed claim determination.  If necessary,
the parties were thereafter required to participate in a non-
binding mediation before a mediator pre-selected by the Bankruptcy
Court.  All unresolved claims as of March 27, 2001 became subject
to the ADR process. Since April 17, 2001, the date of the initial
distribution, $123 million of asserted claims have been withdrawn,
negotiated or mediated to an agreed amount, resulting in cash
payments approximating $2.2 million and issuances of 683 shares of
New Preferred and 823 shares of New Common.

"As of March 26, 2004, the amount of unresolved claims was
approximately $7.5 million. We expect to resolve the remaining
claims in the first six months of 2004 and currently believe that
the total amount of Class 4 claims ultimately to be allowed in the
Old Kaiser bankruptcy proceeding will not exceed $142.5 million.
As demonstrated by the claim settlements completed since April 17,
2001, and based on the belief that it is in the Company's and its
shareholders' best interest, we have been settling certain
remaining Class 4 claims entirely for cash payments in lieu of the
combination of cash and New Preferred and New Common as
contemplated in the Plan.  We intend to continue to use this
settlement alternative during its resolution of remaining Class 4
claims.

"From time to time in the future, as remaining unresolved claims
are resolved, excess cash from the "reserve" fund (including cash
added to "reserve" fund in payment of pro forma dividends,
classified as interest expense subsequent to July 1, 2003, on
retained shares of New Preferred) must be used to redeem
outstanding shares of New Preferred.  In January 2003, we redeemed
282,000 shares of outstanding New Preferred by using $8.9 million
and $5.2 million of restricted and unrestricted cash,
respectively.  In October 2003, we redeemed 113,530 shares of
outstanding New Preferred by using $1.6 million and $4.6 million
of restricted and unrestricted cash, respectively.  In February
2004, we redeemed 95,932 shares of New Preferred by using $3.2
million of restricted cash and $2.1 million of unrestricted cash."


KMART CORP: Court Agrees to Wipe Out $8.5 Mil. Unsupported Claims
-----------------------------------------------------------------
At Kmart Corporation's behest, Judge Sonderby expunges 104 proofs
of claim that do not contain supporting documentation or evidence
of the Debtors' liability for the Claim.  The 104 expunged
Unsupported Claims total $8,492,185:

         Type of Claim            Claim Amount
         -------------            ------------
         Secured Claims                $98,975
         Administrative Claims       7,522,502
         Priority Claims               163,713
         Unsecured Claims            8,492,185

The Court will continue the hearing with respect to 25 Unsupported
Claims. (Kmart Bankruptcy News, Issue No. 72; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LAIDLAW INTERNATIONAL: Enters Into Interest Rate Swap Agreement
---------------------------------------------------------------
According to Douglas A. Carty, Senior Vice President and Chief
Financial Officer of Laidlaw International, Inc., the company
entered into an interest rate swap agreement in December 2003,
that effectively converted $110 million of Term B Facility
floating rate debt to fixed rate debt with an interest rate of
6.8%.  The Swap was entered into because Laidlaw is required
under the Term B Facility to have a fixed interest rate on a
portion of the underlying debt.  The Swap, Mr. Carty continues,
is considered a cash flow hedge and expires in September 2006.
(Laidlaw Bankruptcy News, Issue No. 47; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


LEES MARKETING: Insolvency Raises Questions on Payment Practices
----------------------------------------------------------------
For years, the billion-dollar business of coupon redemption has
been divided into two camps: manufacturers with agents who redeem
coupons and retailers with agents who work to get money back from
manufacturers for coupons accepted as payment for products.

In this high stakes business, investigations of coupon fraud have
focused almost exclusively on consumer misuse, criminal rings and
retailer fraud. Now with the suddenly announced insolvency of Lees
Marketing, a well-known manufacturer coupon agent, questions are
being raised about the payment practices of manufacturers and
their agents as well as manufacturer coupon fraud.

As the investigation unfolds retailers will be watching closely to
see if manufacturers properly monitored or had knowledge of misuse
of funds, unlawful chargebacks, refusals to pay, or other
indications of fraud by manufacturers and their agents.

"For years our retail clients, large and small, have been
complaining about manufacturer fraud," said Kari Costello, Vice
President of International Outsourcing Services (IOS), the
nation's largest coupon clearinghouse working primarily with
retailers. "Groups such as the Coupon Industry Council (CIC) are
quick to point fingers at retailers and consumers, but have never
seriously taken up the call for an internal investigation of
manufacturer payment practices."

Coupon industry groups, such as the CIC, have been comprised
primarily of manufacturers and their coupon agents.

"Retailers are very distressed with the demise of Lees," said
Chris Balsiger, President and CEO of IOS. "However, they are very
pleased that in the closure process an independent trustee was
appointed who saw what was going on and quickly took steps to
secure corporate records so that they would be available with the
likelihood of litigation and possibility of criminal fraud. The
real question retailers want answered is how high does this go and
how widespread are these practices?"

IOS recently completed an exhaustive internal investigation, in
full cooperation with the FBI, after the company saw
irregularities in some retail redemption patterns. This
investigation at IOS made news last winter because an employee at
a sales office in Memphis was implicated in the retail scheme. IOS
has found, along with federal investigators, no company
impropriety and IOS continues to use advanced internal controls to
identify and report any irregularities to authorities.

In a letter to Lees' creditors dated April 9, 2004, Alex Moglia
trustee for the creditors advised that, "Upon my arrival at Lees,
I quickly learned that the business was in distress due to certain
financial irregularities." Moglia continued, "We are also
examining, regardless of whether the company is placed in
bankruptcy, potential causes of action with respect to the former
owner and management of the company."

The Moglia letter is available upon request: Maureen Callahan,
(317) 977-2206, ext. 246, mcallahan@hirons.com.

IOS -- http://www.iosnet.com/-- with operating headquarters in
Texas, corporate headquarters in Indiana, worldwide operations in
Mexico, France and Slovakia, provides a diverse, cross section of
outsourcing services.


MIRANT: Asks to Extend Exclusive Period to File Plan to Jan 2005
----------------------------------------------------------------
Michelle C. Campbell, Esq., at White & Case LLP, in Miami,
Florida, tells the Court that since the Petition Date, Mirant
Corp. and its debtor-affiliates have made significant progress in
their Chapter 11 cases.  Various strategic initiatives, like the
operational performance initiative formulated with the assistance
of McKinsey & Company, have been launched.  A quantitative
business plan was just completed and is in the process of being
presented to the Committees for their comments.  Various key
"gating items" are being diligently pursued, including:

   * Consideration by the Fifth Circuit Court of Appeals of the
     Debtors' request to reject the Back-to-Back Agreement with
     PEPCO and related Federal Energy Regulatory Commission
     issues;

   * Resolution of various claims asserted against the Debtors
     (as well as other generators and energy marketers) arising
     out of the California energy crisis of 2000 and 2001 that
     are asserted in various FERC proceedings and a multitude of
     court proceedings, including litigation in which the
     attorney general for the State of California seeks
     divestiture by certain Debtors of its California power
     generation assets;

   * Significant claims against Pacific Gas & Electric in its
     Chapter 11 case and against the California Power Exchange
     Corporation in its Chapter 11 case, and defense of refund
     claims;

   * Completion of the State of New York tax litigation
     involving hundreds of millions of dollars in excess taxes
     charged to various Debtors owning generating facilities
     in New York;

   * Resolution of the inter-company claims issues;

   * Analysis and potential pursuit of claims against various
     third parties, including The Southern Company;

   * Analysis of the complexities of and alternatives for the
     MIRMA leases; and

   * Evaluation of the pros and cons of various levels of
     substantive consolidation among the Debtors.

With these activities, the Debtors "are simply not in a position,
at this time, to formulate a plan of reorganization (or 83 plans
of reorganization), let alone draft a plan (or 83 plans) along
with accompanying disclosure statements, and circulate the plan
or plans to solicit acceptances," Ms. Campbell states.

Accordingly, the Debtors ask the Court to extend the existing
exclusive period to propose a plan to January 31, 2005 and
solicit plan acceptances to April 1, 2005, pursuant to Section
1121(d) of the Bankruptcy Code.

Ms. Campbell explains that the requested extensions are realistic
and necessary given the multiple tasks to be completed and issues
to be resolved before confirmable plans can be proposed and
negotiated.  Shorter exclusivity extensions would simply result
in yet another meaningless requests for extensions, thus,
requiring the unnecessary expenditure of fees, expenses and the
limited resources of the Debtors' estates that could otherwise
have been devoted to resolution of the gating items.

Moreover, Ms. Campbell points out that pursuant to Section 1121,
enough cause exist to warrant the extension:

   (i) The 83 Debtors' cases are certainly large and complex by
       any standard;

  (ii) Developing and implementing operational improvements
       within the Company, complying with the milestones and
       continuing to respond to third-party litigation have
       consumed the Debtors' resources in these Chapter 11 cases;

(iii) The Debtors have made progress in resolving the gating
       issues and other issues facing their estates;

  (iv) The Debtors are in the process of evaluating the Business
       Plan with the Committees;

   (v) The Debtors must still engage in the process of claims
       reconciliation;

  (vi) The Extension will not harm the parties-in-interest; and

(vii) The Debtors have paid postpetition debts as they have
       become due.

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


MISSISSIPPI CHEMICAL: Files Chapter 11 Plan in S.D. Miss. Court
---------------------------------------------------------------
Mississippi Chemical Corporation (OTC Bulletin Board: MSPIQ.OB)
announced the filing of its joint plan of reorganization with the
U.S. Bankruptcy Court for the Southern District of Mississippi.
The plan is subject to review and approval by certain creditors of
the company and the bankruptcy court.

"Filing our plan of reorganization is a significant step forward
in the company's restructuring efforts," Coley Bailey, chief
executive officer for Mississippi Chemical, said. "During our
reorganization, the company has made meaningful changes to its
operations and cost structure that improve our competitive
position. We plan to capitalize on these changes to grow our
anhydrous ammonia business, take advantage of growth opportunities
in industrial markets and continue our leadership position in the
ammonium nitrate market."

If approved by the bankruptcy court, the plan provides that the
company's unsecured creditors will own substantially all of the
company's stock and the company's current shareholders will have
the opportunity to share in the long-term growth of the company.
The company's ammonia supply of 350,000 tons a year from its
Trinidad operation will remain unchanged.

Under the proposed plan, the company's debt will be substantially
reduced. This debt will be provided by a combination of existing
secured lenders and new lenders. "We look forward to exiting
bankruptcy prior to the end of this year," Bailey said.

Mississippi Chemical Corporation is a leading North American
producer of nitrogen and phosphorus products used as crop
nutrients and in industrial applications. Production facilities
are located in Mississippi, Louisiana, and through Point Lisas
Nitrogen Limited, in The Republic of Trinidad and Tobago. On May
15, 2003, Mississippi Chemical Corporation, together with its
domestic subsidiaries, filed voluntary petitions seeking
reorganization under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D. Miss. Lead Case No. 03-02984). James W. O'Mara, Esq.
and Doug Noble, Esq. of Phelps Dunbar LLP represent the debtors in
their restructuring efforts. When Mississippi Chemical filed for
chapter 11 protection, it listed total assets of $552,934,000 and
total debts of $462,496,000.


MORGAN STANLEY: Fitch Rates $12.7M Class B-4 2004-NC3 Ctfs at BB+
-----------------------------------------------------------------
Fitch April 16

Morgan Stanley ABS Capital I Inc. Trust's mortgage pass-through
certificates, series 2004-NC3, are rated by Fitch Ratings as
follows:

     --$1.2 billion class A-1, A-2, A-3 and A-4 'AAA';
     --$84.9 million class M-1 'AA';
     --$74.3 million class M-2 'A';
     --$21.2 million class M-3 'A-';
     --$17.7 million class B-1 'BBB+';
     --$17.7 million class B-2 'BBB';
     --$16.3 million class B-3 'BBB-';
     --$12.7 million un-offered class B-4 'BB+'.

Credit enhancement for the 'AAA' class A certificates reflects the
17.30% subordination provided by classes M-1 through M-3 and B-1
through B-4, monthly excess interest and initial
overcollateralization (OC) of 1.20%. Credit enhancement for the
'AA' class M-1 certificates reflects the 11.30% subordination
provided by class M-2, M-3, B-1, B-2, B-3 and B-4, monthly excess
interest and initial OC. Credit enhancement for the 'A' class M-2
certificates reflects the 6.05% subordination provided by class M-
3, B-1, B-2, B-3 and B-4, monthly excess interest and initial OC.
Credit enhancement for the 'A-' class M-3 certificates reflects
the 4.55% subordination provided by class B-1, B-2, B-3 and B-4,
monthly excess interest and initial OC. Credit enhancement for the
'BBB+' class B-1 certificates reflects the 3.30% subordination
provided by class B-2, B-3 and B-4, monthly excess interest and
initial OC. Credit enhancement for the 'BBB' class B-2
certificates reflects the 2.05% subordination provided by class B-
3 and B-4, monthly excess interest and initial OC. Credit
enhancement for the 'BBB-' class B-3 certificates reflects the
0.90% subordination provided by class B-4, monthly excess interest
and initial OC. Credit enhancement for the 'BB+' rating on the un-
offered class B-4 is supported by monthly excess interest and
initial OC of 1.20%. In addition, the ratings reflect the
integrity of the transaction's legal structure as well as the
capabilities of Countrywide Home Loans Servicing LP as servicer.
Deutsche Bank National Trust Company will act as Trustee.

The mortgage pool consists of closed-end, first lien fixed-rate
and adjustable-rate subprime mortgage loans with an aggregate
principal balance of $1,414,945,071. Approximately 73.57% of the
mortgage loans are adjustable-rate and 26.43% are fixed-rate
loans. As of the cut-off date (April 1, 2004), the weighted
average loan rate is approximately 7.128%. The weighted average
remaining term to maturity (WAM) is 349 months. The average cut-
off date principal balance of the mortgage loans is approximately
$171,363. The weighted average original loan-to-value ratio (OLTV)
is 80.25%. The properties are primarily located in California
(41.41%), Florida (5.96%) and New York (5.56%).

All of the mortgage loans were purchased by an affiliate of the
depositor from New Century Capital Corporation, which in turn were
acquired from New Century Mortgage Corporation. New Century
Mortgage Corporation, a wholly-owned subsidiary of New Century
Financial Corporation, is a consumer finance and mortgage banking
company that originates, sells and services first and second
mortgage loans and other consumer loans. New Century emphasizes
the origination of mortgage loans that are commonly referred to as
non-conforming "B&C" loans. New Century commenced lending
operations on February 26, 1996.


NATIONAL CENTURY: Intercare Asks Court to Estimate Claim at $22MM
-----------------------------------------------------------------
Intercare Health Systems, Inc. and the Official Unsecured
Creditors' Committee for the bankruptcy estate of Intercare Health
Systems, Inc. ask the Court to estimate IHS' claim at $22,000,000
for purposes of voting on, and determining the feasibility of the
National Century Financial Enterprises, Inc. Debtors' Fourth
Amended Joint Plan of Liquidation.

According to Michael S. Kogan, Esq., at Ervin, Cohen & Jessup,
LLP, IHS bills for its services directly to the relevant patient
insurance companies, government or third-party organizations.
Payments from these payors to IHS for the services and products
it provides are the exclusive source of the IHS.  IHS was
undercapitalized.  Accordingly, it required financing, either in
the form of a traditional line of credit or a factoring agreement,
to guarantee the timely collection of their receivable and a
steady stream of income to fund their operations.

For a number of years, the NCFE Entities conducted a concerted
effort to persuade IHS to finance virtually all of its business
operations by and through NCFE and its affiliates.  Mr. Kogan
relates that IHS was initially hesitant to enter into contractual
arrangements with NCFE, and was concerned that the terms and
conditions required by NCFE would be unfair and commercially
impracticable.  NCFE's authorized representatives promised IHS
significant concessions in exchange for IHS' agreement to finance
all their receivable directly through NCFE, and repeatedly
assured IHS that even in the event of a deterioration of NCFE's
financial prospects, NCFE and its affiliated entities would have
ample resources to continue to provide a reliable source of
funding to IHS.

Ultimately, in reasonable reliance upon and as a direct result of
the NCFE Entities' promises, inducements, and representations,
each of IHS' senior management made the determination to arrange
for the primary, and in some cases exclusive, financing of its
business operations through the NCFE Entities and their
affiliates.  Eventually, the NCFE Entities became IHS' primary
funding source.

Pursuant to the written terms of the Subservicing Agreements, the
NCFE Entities were to purchase accounts receivable generated by
IHS or subject to a specified "purchase commitment" limitation.
The parties established sweep and lock box accounts at Huntington
Bank to which IHS' payors remitted funds.  From these funds, NCFE
withdrew their fees and debt servicing payments and, on a weekly
basis, wired the balance of those accounts receivable to IHS.

Purchased Receivables were then remitted to the Lock Boxes at
Huntington Bank.  NCFE then reduced the purchase price by various
fees and reserves, including:

   * a Program Fee, which is a periodic deposit of prepaid
     interest for the relevant time period;

   * a Credit Reserve at an amount equal to 6.5% of the amount
     of the purchased receivables; and

   * an Offset Reserve in an amount equal to the greater of:

     -- 2% of the net value of the Purchased Receivables
        including Defaulted Receivables and those receivables to
        be purchased on the Purchase Date; and

     -- 1.5 times the most recent year's aggregate audited
        Medicare and Medicaid cost report liabilities for the
        Debtor.

The purpose of the Credit Reserve was to provide a payment source
for the Program Fee in the event that the Program Fee exceeded
the net purchase price for receivables in a given week.
Similarly, the purpose of the Offset Reserve was to pay the NCFE
Entity in the event that a receivable became a "Rejected
Receivable" under the SSAs and the Debtor did not "repurchase."
However, if the amounts in the Offset Reserve or the Credit
Reserve exceeded the required balances, the NCFE Entity was
required to remit the excess funds to IHS.  In total, the NCFE
Fees approximated 20% of the Purchased Receivables.

Under the terms of the SSAs, IHS was to serve as a subscriber.
As compensation therefore, Section 7.5 of the SSAs provides for
the payment of a Subservicing Fee to the relevant Seller "equal
to 8.5 percent of the Collections, if any, with respect to
'Purchased Receivables' that were received by Servicer during the
period from the prior Determination Date to the Determination
Date."  The fee was to be paid on each Determination Date by
offsetting it against the Administration Fee owed by IHS,
resulting in a Net Administrative Fee payable to the NCFE
Entities.

The SSAs characterized the dealings between the NCFE Entities and
IHS as transactions which constituted purchases of the so-called
Purchased Receivables only "in the event that a court of
competent jurisdiction were to hold that the transaction
evidenced hereby constitutes a loan and not a purchase and sale."
As to the Non-Purchased Receivables, Section 9.2 of the SSAs
granted NCFE a limited security interest for the timely payment
and performance of specified obligations and fees, but
specifically excluded "recourse for unpaid 'Purchased
Receivables' other than Rejected Receivables," which are defined
under the SSAs as Defaulted Receivables.

Immediately after their execution and notwithstanding the express
terms of the SSAs, the ordinary course of dealing between IHS and
the NCFE Entities deviated dramatically from the procedures
specified in the SSAs.  Mr. Kogan says that this course of
dealing continued from the date of execution of the SSAs until
October 2001, when NCFE ceased funding IHS and its operations.

In sum, the NCFE Entities breached their obligations under the
SSAs, which resulted in damages to IHS in excess of $22,000,000
by:

   (a) improperly adjusting the reserve accounts;

   (b) failing to pay to IHS the excess funds in the reserve
       accounts;

   (c) failing to pay to IHS the subservicing fee earned upon the
       collection of receivables;

   (d) failing to remit to IHS funds in excess of the required
       balances in the credit reserve and offset reserve; and

   (e) improperly calculating reserve deductions.

Mr. Kogan argues that postponing the confirmation hearing until
the IHS claims are actually liquidated would unnecessarily delay
confirmation.  Due to the time necessary to liquidate the IHS
claims and the impending Confirmation Hearing, the Court must
estimate the IHS claims.  IHS has satisfied a prima facie case
for allowance under Section 502 of the Bankruptcy Code, as its
claims have been the subject of a lengthy lawsuit currently
pending in the United States Bankruptcy Court, Central District
of California.

The Court may allow the IHS Claim for purposes of voting
notwithstanding the Debtors' pending objection to the IHS Claim.
Under the circumstances where an objection is pending to a
creditor's claim, Mr. Kogan says, it is proper for the Court to
estimate that claim for voting purposes.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- is the market leader
in healthcare finance focused on providing medical accounts
receivable financing to middle market healthcare providers.  The
Company filed for Chapter 11 protection on November 18, 2002
(Bankr. D. Ohio Case No. 02-65235).  Paul E. Harner, Esq., Jones,
Day, Reavis & Pogue represents the Debtors in their restructuring
efforts. (National Century Bankruptcy News, Issue No. 37;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NOVEON: Fitch Puts Low-B Ratings on Watch Positive on Merger News
-----------------------------------------------------------------
Fitch Ratings has placed the ratings of Noveon, Inc. on Rating
Watch Positive following the announcement of a proposed merger
with Lubrizol Corporation. Fitch currently rates Noveon's senior
secured credit facility at 'BB-' and its senior subordinated notes
at 'B'.

This morning, Lubrizol announced the signing of a definitive
agreement to purchase Noveon International, Inc., Noveon's parent
company. The combined entity would have estimated revenues of $3.2
billion and EBITDA of $473 billion based on 2003 results for
Lubrizol and Noveon. Lubrizol intends to make a cash payment of
$920 million to Noveon's equityholders and assume approximately
$920 million of net debt. Total debt at closing is estimated at
$2.1 billion. Lubrizol announced plans to issue $400 million in
new equity and refinance the bridge facility for this transaction.

The Positive Rating Watch reflects Fitch's expectation of greater
support for Noveon debt from the combined entity's EBITDA and
cashflow and the likelihood of future debt reduction. The Positive
Rating Watch status is expected to remain in place pending further
details regarding the financial structure of the combined entity.
The transaction is expected to close within three months,
subsequent to regulatory approval.

Lubrizol's acquisition of Noveon would complement growth business
lines in its Fluid Technologies for Industry segment and
significantly changes its product portfolio. Thus far, the Fluid
Technologies for Transportation segment dominates Lubrizol's
earnings profile, contributing 81% of 2003 segment contribution
income.

Noveon is a global producer of specialty chemicals for consumer
and industrial applications. The company's product portfolio
includes Carbopol acrylic thickener, TempRite CPVC, and Estane
TPU. In 2003, Noveon had $1.1 billion in revenue and $198 million
in EBITDA.


NSTOR TECH: 2003 Audit Report Contains Going Concern Qualification
------------------------------------------------------------------
nStor Technologies, Inc. (Amex: NSO) announced that, in compliance
with the new AMEX Rule 610(b) requiring a public announcement of
the receipt of an audit opinion that contains a going-concern
qualification, the Company's 2003 financial statements, included
in its Form 10-K filing with the Securities and Exchange
Commission for the year ended December 31, 2003, contained a
going-concern qualification from its auditors. This announcement
does not reflect any change or amendment to the financial
statements as filed.

The Company's independent certified public accountants, Swenson
Advisors, LLP, issued such a going-concern qualification, based on
the Company's "significant recurring losses, negative working
capital and serious liquidity concerns." Swenson Advisors, LLP had
also issued a going-concern qualification for the 2002 fiscal
year.

                  About nStor Technologies, Inc.

Headquartered in Carlsbad, California, nStor Technologies, Inc.
operates in two business segments.

nStor Corporation, Inc., develops data storage solutions that are
ideally suited for the small and mid-size markets. The Company's
flagship controller technology and StorView software form the
foundation for the NexStor family of turnkey solutions that
support Microsoft Windows, Linux, UNIX and Macintosh operating
environments. Designed for storage-intensive environments and
mission-critical applications, nStor's products are offered in
various architectures including Fibre Channel, Fibre-to-SCSI, SCSI
and SATA and are focused on addressing customers' business needs
and applications. The Company markets its storage solutions
through a global network of OEM partners, resellers and systems
integrators. For more information, visit http://www.nstor.com/

Stonehouse Technologies, Inc., headquartered in Dallas, Texas, is
a provider of telecommunication software and services that help
large enterprises and state and local governments manage their
communications expenses, assets and processes. These solutions
include a suite of modular applications and consulting services,
which allow enterprises to manage voice, data and wireless
services by providing a systematic approach to automate order
processing, monitor expenses, manage vendor invoices, track asset
inventory and allocate costs. Additional information can be found
by visiting Stonehouse's web site at www.stonehouse.com.


OCEAN CAPE LLC: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Ocean Cape LLC
        P.O. Box 1064
        Sitka, Arkansas 99835

Bankruptcy Case No.: 04-00391

Chapter 11 Petition Date: April 12, 2004

Court: District of Alaska (Juneau)

Judge: Donald MacDonald IV

Debtor's Counsel: David H. Bundy, Esq.
                  3201 C Street, Suite 301
                  Anchorage, AK 99503
                  Tel: 907-248-8431
                  Fax: 907-248-8434

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 7 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Premium Finance Corp.                       $57,000

Bering Sea Eccotech                         $20,000

Mac Enterprises                                $958

City of King Cove                              $143

Vessel Management Inc.                           $1

Mundt & McGregor                                 $1

Bruce B. Weyhrauch LLC                           $1


PARMALAT: Unsecured Creditors' Panel Hires Chadbourne as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors needs bankruptcy
lawyers to prosecute the interests of unsecured creditors in
Parmalat Group North America's chapter 11 case.

Committee Co-chairman Dale Henderson of Blue Ridge Paper Products,
Inc. tells Judge Drain that the Committee chose Chadbourne & Parke
LLP because of the firm's extensive knowledge and expertise in the
areas of bankruptcy, reorganization and the other areas of law
relevant to the Debtors' cases.  Chadbourne's attorneys have
served as counsel to the unsecured creditors' committees in many
major Chapter 11 reorganization and liquidation cases over the
last several years, including Spiegel, Inc./Eddie Bauer Inc.,
Metromedia Fiber Network, Inc., Crown Books Corp., and
Learningsmith, Inc.  The Committee believes that, in the course of
those cases, Chadbourne has acquired extensive knowledge and
insight representing committees and other parties-in-interest that
will translate directly into the efficient, speedy and cost-
effective handling of these cases.

Consequently, the Committee sought and obtained the Court's
permission to retain Chadbourne, nunc pro tunc to March 8, 2004.

As counsel, Chadbourne will:

   (a) provide the Committee with legal advice with respect to
       its rights, duties and powers in these cases;

   (b) consult with the Debtors, their counsel, other
       professionals retained in these cases and the United
       States Trustee concerning the administration of the cases
       and their impact on the estates;

   (c) assist and advise the Committee in analyzing the claims of
       creditors and in negotiating with those creditors;

   (d) assist and advise in the Committee's investigation of the
       acts, conduct, assets, liabilities, and financial
       condition of the Debtors, the operation of the Debtors'
       businesses, and any other matters relevant to these cases
       or to the formulation of a plan of reorganization or
       liquidation, including considering the appointment of a
       trustee or examiner, as appropriate;

   (e) assist and advise the Committee in its analysis of, and
       negotiations with, the Debtors and any third parties, in
       the formulation of any plan of reorganization or
       liquidation;

   (f) assist and advise the Committee with respect to its
       communications with the general creditor body regarding
       significant matters in the Debtors' cases;

   (g) prepare pleadings, motions, applications, objections and
       other papers as may be necessary in furtherance of the
       Committee's interests and objectives;

   (h) analyze and advise the Committee of the meaning and import
       of all pleadings and other documents filed with the Court;

   (i) represent the Committee at all hearings and other
       proceedings; and

   (j) perform other legal services as may be required and are
       deemed to be in the interest of the Committee and the
       unsecured creditors.

Chadbourne will be compensated for its services in accordance
with the firm's customary hourly rates.  The Chadbourne attorneys
who will primarily be providing services for the Committee, and
their standard hourly rates are:

        Professional            Position     Hourly Rate
        ------------            --------     -----------
        Howard Seife            Partner         $730
        David M. LeMay          Partner          650
        Andrew Rosenblatt       Associate        415
        Seven Rivera            Associate        365
        Robyn M. Bennett        Associate        295

The firm's current attorney and paralegal fee rates are:

               Professional           Hourly Rate
               ------------           -----------
               Partners                425 - 750
               Counsel                 435 - 595
               Associates              275 - 460
               Paralegals              120 - 215

David LeMay assures the Court that Chadbourne is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.  Mr. LeMay, however, discloses that Chadbourne
has previously represented since February 24, 2002, currently
represents, and may represent in the future, potentially
interested parties or their affiliates in matters unrelated to
the U.S. Debtors, the Committee, or these bankruptcy cases:

   Party                  Relationship to the Debtors
   -----                  ---------------------------
   Bank Hapoalim          Prepetition Lender

   BDO Seidman, LLP       Committee's Financial Advisors

   Citigroup              Lender With Respect to Accounts
                          Receivable

   Citibank, N.A.         Lender With Respect to Accounts
                          Receivable

   Comerica Bank          One of 20 Largest Unsecured Creditors

   Firmenich Inc.         One of 20 Largest Unsecured Creditors

   GE Capital             Lender

   GE Capital Public      Prepetition Lender
      Finance

   Grant Thornton         Parmalat Accountant

   ING Capital            Lender

   Keyspan Energy         One of 20 Largest Unsecured Creditors

   Teamsters Local        Union
      Union 549

   PwC                    Accountants

   Societe Generale       Prepetition Lender

   Wells Fargo            One of Debtors' Significant Lessors

   Zurich Insurance       One of 20 Largest Unsecured Creditors

Mr. LeMay notes that Chadbourne received signed waiver letters
from GE Capital and Citigroup, which assent to the firm's
representation of the Committee.  The waiver letters,
nonetheless, proscribe Chadbourne from bringing any litigation or
threatened litigation for the recovery of monetary damages or for
any equitable relief against GE Capital or Citigroup.

By the terms of the waiver letters, Chadbourne 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 DIP financing order or final cash collateral
          order entered in the U.S. Debtors' bankruptcy case; or

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

Chadbourne is permitted, by the terms of the applicable signed
waiver letters, to negotiate with GE Capital and Citigroup on all
matters.  Chadbourne may take positions on the Committee's behalf
with respect to such matters as relief from the automatic stay,
use of cash collateral, DIP financing, asset sales, and
confirmation of a plan of reorganization, that are contrary to
the positions taken by GE Capital and Citigroup.

At Chadbourne's recommendation, the Committee will retain a
special counsel to review and analyze the loan and other
documents relating to the prepetition credit facilities involving
GE Capital and Citigroup and to advise whether the Committee
should consider commencing any adversary proceeding or contested
matter against GE Capital or Citigroup.

Mr. LeMay also reports that Joaquin Sena recently announced his
intention to leave the Securities Exchange Commission and join
Chadbourne as counsel in the firm's Washington D.C. office,
effective on April 15, 2004.  While at the SEC, Mr. Sena was
Assistant Chief Litigation Counsel, and had responsibility for
various matters, including Parmalat-related matters.  Mr. Sena
will not be involved in Chadbourne's representation of the
Committee.

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


PARMALAT GROUP: Court Injunction Hearing Set for May 4, 2004
------------------------------------------------------------
Judge Drain enjoins and restrains all persons subject to the
jurisdiction of the United States Bankruptcy Court from
commencing or continuing any action to collect a prepetition debt
against Parmalat Capital Finance without obtaining relief from
the Court.

Judge Drain will convene a hearing on May 4, 2004 at 10:00 a.m.
to consider whether to continue the terms of the Preliminary
Injunction beyond that date.  Any objections to the further
continuation of the Preliminary Injunction must be in writing,
filed with the U.S. Bankruptcy Court for the Southern District of
New York and served by May 3, 2004.

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


PERRYVILLE: Sale Confirmation Hearing to be Held on April 23
------------------------------------------------------------
On April 16, 2004 an Auction for the Operating Assets of
Perryville Energy Holdings was conducted as ordered by the U.S.
Bankruptcy Court for the Western District of Louisiana.

Accordingly the Court sets April 23, 2004 at 9:30 a.m. as the Sale
Hearing Date to confirm the results of the Auction and approve the
sale of the Purchased Assets, which include a natural gas fueled
electrical generation plant located in Ouachita Parish, south of
Perryville, Lousiana. The Hearing will be held before the
Honorable Judge Henley A. Hunter.

Perryville Energy Holdings, LLC and Perryville Energy Partners,
LLC each filed a voluntary Chapter 11 petition on January 28, 2004
(Bankr. W.D. La. Case No. 04-80110).  Perryville Energy Holdings,
LLC owns an Electric Power Plant and it operates a regulated
electric utility services. David S. Rubin, Esq. of Kantrow, Spaht,
Weaver & Blitzer represents the Debtor in its restructuring
efforts.


PG&E NATIONAL: NEG Wants Court to Approve Plan Modifications
------------------------------------------------------------
Pursuant to Sections 1127(a) and (c), 1122, 1123, and 1125 of the
Bankruptcy Code, and Rule 3019 of the Federal Rules of Bankruptcy
Procedure, National Energy and Gas Transmission, Inc. asks the
Court to approve certain modifications to the Third Amended Plan.

The modifications, while non-material, are necessary to:

    (a) make technical adjustments to the Plan; and

    (b) correct inconsistencies in the Plan.

Under the Third Amended Plan, the definition of "Additional
Excess Cash" is modified to clarify that the net Cash proceeds of
the Sale Transactions will be applied in the first instance to
any working capital facility under which NEG is an obligor to
repay and satisfy outstanding obligations.

The definition of "Excess Cash" is modified to clarify the
distributions being made to the holders of Allowed Class 3
Claims.

Except to the extent specifically provided for in the Plan, NEG
emphasizes that it is not releasing, waiving or otherwise
extinguishing any Causes of Action against the holders of non-
Affiliate and non-Insider Claims arising from or relating to any
purchase or related agreement.  The Plan is further modified to
clarify the order that the net Cash proceeds from any relevant
Sale Transactions actually received by NEG or Reorganized NEG
will be applied.

Martin T. Fletcher, Esq., at Whiteford, Taylor & Preston, LLP, in
Baltimore, Maryland, assures the Court that the modifications do
not adversely or materially impact on the rights of, or
distributions to, creditors or interest holders, and therefore,
do not require resolicitation of the Plan.

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


PHOENIX ESUITES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Phoenix eSuites, LLC
        8 South Harrison Avenue
        Clearwater, Florida 33756

Bankruptcy Case No.: 04-06327

Chapter 11 Petition Date: April 13, 2004

Court: District of Arizona (Phoenix)

Judge: James M. Marlar

Debtor's Counsel: David R. Baker, Esq.
                  Lang & Baker, PLC
                  6902 East FIRST Street, #100
                  Scottsdale, AZ 85251
                  Tel: 480-947-1911
                  Fax: 480-970-5034

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.


PILLOWTEX: Court Approves Ellis' Employment as Special Counsel
--------------------------------------------------------------
Pillowtex Corporation sought and obtained the Court's authority to
employ Ellis & Winters, LLP, as their special counsel to represent
them in the Polyester Fiber Litigation.  Ellis & Winters will
represent the Debtors in any settlement discussions and at any
hearings and proceedings regarding the Polyester Fiber Litigation,
and will promptly and fully inform the Debtors of any developments
in these matters, including any offers of settlement.

John F. Sterling, Pillowtex Corp. Vice President, General Counsel
and Secretary, related that for the manufacture of textile goods,
Pillowtex Corporation purchased polyester staple fiber prepetition
from various producers including Arteva Specialities, S.a.r.l.,
doing business as KoSa.  In 2002, the Antitrust Division of the
Department of Justice issued indictments against KoSa and others,
alleging price-fixing of polyester fiber in violation of Section
1 of the Sherman Act.  Subsequently, various polyester fiber
purchasers initiated class actions and individual lawsuits
against sellers of polyester fiber.

The civil litigation, captioned In re: Polyester Fiber
Litigation, MDL No. 1516, was consolidated for pretrial purposes
in the United States District Court for the Western District of
North Carolina.  The North Carolina District Court has not yet
certified a class, however, Pillowtex is a member of the putative
class.  The Debtors believe that in order to maximize any
recovery in the Polyester Fiber Litigation, it is necessary to
obtain special counsel to represent their interests in any
settlement discussions or at trial.

"Ellis & Winters is well-qualified to serve as the Debtors'
special counsel in the Polyester Fiber Litigation," contends
Matthew W. Sawchak, Esq., a partner of Ellis & Winters.  The
partners of Ellis & Winters have considerable experience in
antitrust litigation, including representation of numerous
companies in complex antitrust matters including cases involving
allegations of horizontal price fixing.  Mr. Sawchak specializes
in antitrust litigation, being the former Chairman of the
Antitrust and Trade Regulation Section of the North Carolina Bar
Association and having been profiled as the top antitrust lawyer
in North Carolina for two consecutive years in Business North
Carolina Magazine.

The Debtors will compensate Ellis & Winters in this manner:

A. Contingency Fee

   30% of the total amount received by the Debtors plus the
   reduction in set-off for each adverse claim.

B. Attorneys' Fees

   100% of any and all awards of attorney's fees entered by the
   Court in the Debtors' favor in connection with an adverse
   claim or an affirmative claim pursuant to federal or state
   statute.

C. Costs

   Reimbursement for all in-house charges and out-of-pocket
   disbursements incurred in connection with the provision of
   legal services except to the extent that Ellis & Winters
   realizes a profit.  Ellis & Winters will initially pay the
   costs and will be reimbursed from the amount the Debtors
   recover in the Polyester Fiber Litigation.  Without a recovery
   by the Debtors, Ellis & Winters will bear the loss.  For
   certain costs incurred by Ellis & Winters on behalf of the
   Debtors and other plaintiffs in the Polyester Fiber
   Litigation, the cost will be shared among them.

Mr. Sawchak assured the Court that Ellis & Winters does not hold
or represent an interest adverse to the Debtors' estates with
respect to the matters on which it is to be employed in
accordance with Section 327 of the Bankruptcy Code except that in
unrelated matters, Ellis & Winters represents:

   -- Bank of America, N.A.,
   -- insureds of Continental Casualty Company; and
   -- Wells Fargo Bank and Wells Fargo Financial Leasing.

Headquartered in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sells top-of-the-bed products to
virtually every major retailer in the U.S. and Canada. The Company
filed for Chapter 11 protection on November 14, 2000 (Bankr. Del.
Case No. 00-4211).  David G. Heiman, Esq., at Jones, Day, Reavis &
Poque represents the Debtors in their restructuring efforts.  On
July 30, 2003, the Company listed $548,003,000 in assets and
$475,859,000 in debts. (Pillowtex Bankruptcy News, Issue No. 62;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PINEBANK NATIONAL: Fitch Affirms & Withdraws Low-B & Junk Ratings
-----------------------------------------------------------------
Fitch Ratings has affirmed and withdrawn the ratings of Pinebank
National Association. At the time of withdrawal Pine's long-term
senior issuer rating was 'BB'.

The ratings withdrawal comes at the request of management as it
limits the scope of Pine's correspondent banking business. With no
publicly traded debt outstanding and a decline in correspondent
banking activities, investor demand for ratings is minimal.

         Ratings Withdrawn:

         --Long-term deposits 'BB+';
         --Long-term senior 'BB';
         --Short-term deposits 'B';
         --Short-term senior 'B';
         --Individual 'C';
         --Support '5'.


POLYPORE: S&P Downgrades Corporate Credit Rating to B+ from BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Polypore Inc. to 'B+' from 'BB-' and removed it from
CreditWatch where it was placed on Feb. 3, 2004.

The rating assumes completion of the proposed acquisition of
Charlotte, North Carolina-based Polypore by Warburg Pincus LLC in
a highly leveraged transaction. In addition, Standard & Poor's
assigned its 'B+' rating and '4' recovery rating to Polypore's
proposed $495 million senior secured credit facilities, indicating
the likelihood of a marginal recovery of principal (25%-50%) in
the event of a default.

At the same time, Standard & Poor's assigned its 'B-' rating to
the proposed senior subordinated notes due 2012 that are expected
to be issued in two tranches, US$200 million and ?165 million. The
outlook is negative.

On Jan. 30, 2004, Polypore announced a definitive agreement to be
acquired by Warburg Pincus LLC, a private equity firm, for about
$1.15 billion.

Proceeds from the proposed transaction, including the new senior
subordinated notes, initial borrowings on the senior secured
credit facilities, and the equity contribution by Warburg Pincus
will pay the existing common stockholders and repay virtually all
of Polypore's existing indebtedness. Polypore's pro forma debt
will total about $825 million at closing of the transaction, which
is expected in the second quarter.

"We expect Polypore to use cash generation to reduce debt levels
in the next several years," said Standard & Poor's credit analyst
Nancy Messer. "The ratings could be lowered if the company's
credit profile fails to improve because of lower-than-expected
EBITDA and/or rising debt levels compared to the projected
levels."

Polypore is a global manufacturer of micro-porous membranes, a
filtration technology used by makers of energy storage devices
(batteries) and separations equipment found in health-care
markets.

Polypore's proposed $495 million senior secured bank credit
facility consists of a $75 million revolving credit facility, that
will be undrawn at closing and matures in 2010 and a $420 million
term loan B that will amortize 1% annually with a bullet payment
at maturity in 2011. The senior secured bank facilities rank
senior to Polypore's other debt and liabilities, including the
proposed senior subordinated notes totaling about $400 million.

The company's senior credit facilities will be secured by all the
tangible and intangible assets, and the capital stock, of the
company and its domestic subsidiaries, and by 66.67% of the equity
stock of Polypore's foreign subsidiaries.


RIVERSIDE HOLDINGS: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Riverside Holdings LLC
        P.O. Box 1303
        Hereford, Arizona 85615

Bankruptcy Case No.: 04-bk-01727

Type of Business: The Debtor is a developer of commercial and
                  residential property.

Chapter 11 Petition Date: April 9, 2004

Court: District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Kristen M. Green, Esq.
                  Scott D. Gibson, Esq.
                  Gibson Nakamura & Decker PLLC
                  2941 North SWAN Road Suite 101
                  Tucson, AZ 85712
                  Tel: 520-722-2600
                  Fax: 520-722-0400

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 3 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Luis Bargas                                 $25,000

Manny Silva                                 $30,000

Maria Silva                                  $1,415


RURAL/METRO: City of Greenwood, Ind., Renews 911 Contract
---------------------------------------------------------
Rural/Metro Corporation (Nasdaq: RURL) has been awarded a renewal
contract to continue as the exclusive emergency ambulance provider
in the City of Greenwood, Indiana, which is south of metropolitan
Indianapolis. The initial three-year contract term began April 1,
2004 and contains a one-year renewal option, for a total possible
length of four years.

Jack Brucker, President and Chief Executive Officer, said, "We are
pleased to continue providing service to the City of Greenwood and
remain committed to delivering the highest level of EMS care to
the citizens we serve. Our growing base of regional operations in
nearby Indianapolis provides the additional support and resources
necessary to continuously build on our service in the area."

Rural/Metro and its predecessor company have served the City of
Greenwood for more than 23 years, providing approximately 1,800
ambulance transports annually. The city occupies approximately 14
square miles in central Indiana and is home to more than 26,000
residents.

Susan Brown, President of the company's Southern Emergency
Services Group, said, "Our employees make up a dedicated work
force who take their responsibility to the community and the
citizens we serve very seriously. We are honored to continue as
the City of Greenwood's exclusive emergency ambulance provider."

Two years ago, Rural/Metro and the Greenwood Fire Department
partnered to enhance the emergency response system in Greenwood,
including the assignment of Rural/Metro ambulances to local fire
stations. Rural/Metro employees also join Fire Department
personnel in joint training and community education programs, as
well as special event coverage for City-sponsored events.

John Karolzak, Regional Division General Manager, explained, "We
believe the system provides excellent response capabilities and
strengthens our ongoing efforts to support the community's overall
health and safety. We look forward to continuing that commitment
in the future."

Rural/Metro Corporation -- whose December 31, 2003 balance sheet
shows a total stockholders' equity deficit of $210,080,000 --
provides emergency and non-emergency medical transportation, fire
protection, and other safety services in 24 states and more than
400 communities throughout the United States. For more
information, visit http://www.ruralmetro.com/


RYCO ELECTRICAL: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Ryco Electrical Products Inc.
        3406 Pomona Boulevard
        Pomona, California 91768

Bankruptcy Case No.: 03-16418

Type of Business: The Debtor is an electrical switching gear
                  manufacturer.

Chapter 11 Petition Date: April 6, 2004

Court: Central District of California (Los Angeles)

Judge: Alan M. Ahart

Debtor's Counsel: Thomas J. Polis, Esq.
                  Polis & Associates
                  19900 MacArthur Boulevard Suite 960
                  Irvine, CA 92612
                  Tel: 949-862-0040

Total Assets: $428,935

Total Debts:  $2,545,314

Debtor's 17 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Ronton                        May 1, 1996               $712,638
416 Avenue Salvador           Note $712,638
San Clemente, CA 92672        with accrued interest

Michael Warner                January 19, 2001          $282,000
12651 Vista Panorama          sale of stock
Santa Ana, CA 92672           $282,000 unpaid
                              contract payments

IPERS                         Future rent for the       $215,338
c/o Davis Partners            period from March
1430 North Bristol St, #100   2003 through
Newport Beach, CA 92660       February 2004

Ronton                        Note                       $87,717

Mike Warner                   Note                       $83,878

Michael Warner                May 1, 1996 Note           $65,338
                              $65,338 with accrued
                              interest

IPERS                         Back rent                  $49,169

MAAS-Hansen Steel Corp.       Steel-RM                   $39,358

Cambridge-Lee Indust.         Alum-RM                    $29,267

Capital Guardian Tr ATF       Employee Payroll           $28,739
                              Deductions:
                              2001- 2% Employee
                              Cont.
                              2002- 2% Employee
                              Cont.

FedEx Freight West Dept. LA                              $25,574

GE Industries Systems         Components                 $23,549

Con-Way Western Express       Freight                    $18,310

RSE Sierra Switchgear         Components                 $17,582

Capital Guardian Trust        Simple / IRA               $16,694

Southwest Electrical Group    Rep                        $12,750

Nohl Corporation              Glastic-RM                 $10,734


SOLUTIA: Flexsys Wants to Lift Stay to Set Off Prepetition Debts
----------------------------------------------------------------
Before the Solutia, Inc. Debtors' chapter 11 petition date,
Monsanto Company and Akzo Nobel, NV entered into a Master
Operating Agreement.  Flexsys America LP, accepted the terms of
the Agreement by executing several appendices to it.  In September
1997, Monsanto spun off certain of its production divisions
creating the Debtors.  Monsanto assigned to the Debtors certain of
its rights and obligations under the Agreement.

The Agreement provides that either Monsanto, Akzo Nobel, or
Flexsys is the "operator" or the "guest" at certain operating
sites.  At sites at which one party is an "operator," the
reciprocal party is a "guest", and vice versa.  The Agreement
provides that the operator arranges for or provides services
necessary to operate the guest's facility at that site.  The
operator's personnel perform all the services needed by the
guest.  The Agreement requires the guest to pay the operator all
of its actual direct and indirect cost in performance of the
services.

The Debtors are the operator of two sites -- the W.G. Krummrich
site in Sauget, Illinois, and the J.F. Queeny site in St. Louis,
Missouri.  Flexsys is the operator of the Nitro site in Nitro,
West Virginia.  Therefore, pursuant to the Master Operating
Agreement, the Debtors provide services to Flexsys, as guest, at
Krummrich and Queeny while Flexsys provides services to the
Debtors at Nitro.

All services performed by Flexsys and the Debtors as operators
accrue and are billed monthly.  As of the Petition Date, Flexsys
owe the Debtors $2,288,607 while the Debtors owe Flexsys
$2,244,938 pursuant to the Agreement.

By this motion, Flexsys asks the Court to lift the stay to allow
the parties to set off prepetition amounts owed to each other.

Linda J. Casey, Esq., at Pepper Hamilton, LLP, in Philadelphia,
Pennsylvania, relates that the parties agree that lifting the
stay will help them in their goal of administrative efficiency
will allow them to continue their ordinary-course-of-business
relationship.   Both parties believe that lifting the stay does
not jeopardize the flow of services to the Debtors, and promotes
the Debtors' ability to successfully reorganize.  Ms. Casey says
that the four elements of Section 553 of the Bankruptcy Code
regarding set-off rights are all met:

   (a) Flexsys owes the Debtors a prepetition debt;

   (b) Flexsys has a prepetition claim against the Debtors;

   (c) The claim and the debt are between the same parties,
       standing in the same capacity; and

   (d) The claim and the debt are both valid and enforceable.

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


SPIEGEL: Wants Court Nod on Newport News Sale Bidding Protocol
--------------------------------------------------------------
To maximize the likelihood of competitive bidding that will
result in the highest and best offer for the Newport News Assets,
the Spiegel Group Debtors required Pangea Acquisition 8 Limited to
subject its proposal to these bidding procedures:

   (a) Qualified Overbids

       The Debtors require a minimum initial Overbid of greater
       than:

       (1) $26,350,000, which amount represents the sum of:

           -- $25,000,000, the Purchase Price payable by Pangea
              under the Purchase Agreement;

           -- $750,000, the Break-up Fee amount;

           -- $250,000, the amount of the Overbid Increment; and

           -- $350,000, the maximum amount of the Expense
              Reimbursement; plus

       (2) the consideration to the Debtors arising from the
           assumption of the Assumed Liabilities under the
           Purchase Agreement; plus

       (3) all other consideration to the Debtors under the
           Purchase Agreement.

   (b) Delivery of Overbid and Good Faith Deposit

       A Qualified Overbidder who desires to make a bid must
       deliver its good faith deposit via wire transfer to
       Account No. 201167905 at Bank ABA No. 061000104 in an
       amount equal to or greater than $1,850,000, and must
       deliver a copy of its Required Bid Documents to each of:

       * Shearman & Sterling LLP
         599 Lexington Avenue,
         New York, New York 10022
         Attention: Andrew V. Tenzer, Esq.
                    atenzer@shearman.com

       * Miller Buckfire Lewis Ying & Co.
         250 Park Avenue, 19th Floor,
         New York, New York 10177
         Attention: Stuart Erickson
                    stuart.erickson@mblco.com

       * Chadbourne & Parke LLP
         30 Rockefeller Plaza,
         New York, New York 10112
         Attention: David LeMay, Esq.
                    dlemay@chadbourne.com

       * Newport News, Inc.
         711 3rd Avenue,
         New York, New York 10017
         Attention: Greg Powell, CFO
                    Greg_Powell@newport-news.com

       * Pangea Acquisition 8 Limited
         Attention: Jordan Rosenberg
                    jordan@pangeaholdingsltd.com

                    David Evatz
                    devatz@gosrr.com

       * Gould & Ratner
         222 North LaSalle Street, Eighth Floor,
         Chicago, Illinois 60601
         Attention: Christopher J. Horvay, Esq.
                    chorvay@gouldratner.com

       * Kaye Scholer LLP
         425 Park Avenue,
         New York, New York 10022
         Attention: Gary B. Bernstein, Esq.
                    gbernstein@kayescholer.com

       so as to be received not later than Thursday, May 6, 2004
       at 4:00 p.m.

   (c) Auction

       If the Debtors determine, in consultation with their
       professionals and the Creditors Committee, that one or
       more Qualified Overbids has been timely tendered, the
       Auction, if required, will commence at 10:00 a.m. on
       May 11, 2004, before Judge Blackshear or at such
       other time or place determined by the Bankruptcy Court.

   (d) Determination of the Highest and Best Bid

       At the conclusion of the Auction, the Debtors, in
       consultation with the Creditors Committee, will:

          (i) review each Qualified Overbid on the basis of
              financial and contractual terms and other factors
              relevant to the sale process, including those
              factors affecting the speed and certainty of
              consummating the Sale; and

         (ii) identify the Successful Bid and the second highest
              and best offer for the purchase of the Purchased
              Assets.

       The Debtors, after consultation with the Creditors
       Committee, may:

          (i) determine, in their business judgment, which
              Qualified Overbid, if any, is the highest or
              otherwise best offer; and

         (ii) reject, at any time before entry of a Court order
              approving a Qualified Overbid, any bid that they
              determine to be:

              -- inadequate or insufficient;

              -- not in conformity with the requirements of the
                 Bankruptcy Code, the Bidding Procedures or the
                 terms and conditions of the Purchase Agreement;
                 or

              -- contrary to the best interests of their estates
                 and their creditors.

   (e) The Sale Hearing

       A hearing to approve the sale of the Newport Assets to
       Pangea or, alternatively, to the Successful Bidder will be
       conducted immediately following the Auction on May 11,
       2004 at 10:00 a.m., before Judge Blackshear.  Following
       the Sale Hearing, if the Successful Bidder fails to
       consummate an approved sale because of a breach or failure
       to perform, the Back-up Bid, as disclosed at the Sale
       Hearing, will be deemed to be the Successful Bid and the
       Debtors will be authorized, but not required, to
       consummate the sale with the Back-up Bidder without
       further Court Order.

   (f) Failure to Close

       If any sale of the Newport Assets to a Qualified
       Overbidder other than Pangea fails to close for any reason
       and Pangea has made the Back-up Bid, then Pangea will
       purchase the Purchased Assets on the terms and conditions
       set forth in the Purchase Agreement, except the Closing
       Date will be extended for a reasonable period of time, not
       to exceed 30 days, to allow Pangea to complete that
       purchase, and at the final purchase price bid by Pangea at
       the Auction.

   (g) Return of Good Faith Deposit

       The Good Faith Deposits of all Qualified Overbidders and
       Pangea will be retained by the Debtors and all Qualified
       Overbids will remain open until the Closing of a Sale,
       provided, however, that if no Closing of a Sale occurs on
       or before 30 days after the Sale Hearing, the Debtors
       will, within five business days, return each of the Good
       Faith Deposits to each of the Overbidders.  If a
       Successful Bidder fails to consummate an approved Sale
       because of a breach or failure to perform and the Debtors
       are not then in material breach of the Purchase Agreement,
       the Debtors will not have any obligation to return the
       Good Faith Deposit as it will irrevocably become the
       Debtors' property and will not be credited against the
       purchase price of the subsequent buyer.  In the event of a
       material breach of the Purchase Agreement by Pangea, as a
       result of which the Debtors are entitled to retain
       Pangea's Deposit, the Debtors' right to such funds will
       constitute their sole and exclusive remedy for any breach
       of the Purchase Agreement by Pangea.

The Debtors believe that the Bidding Procedures are fair,
reasonable and appropriate.  Accordingly, the Debtors ask the
Court to approve the Bidding Procedures.

                        *  *   *

James L. Garrity, Jr., Esq., at Shearman & Sterling LLP, in New
York, relates that as of the Petition Date, Newport News, Inc.,
Newport News Services, LLC, and New Hampton Realty Corp., were,
collectively, the seventh largest women's specialty apparel
cataloger and the 20th largest apparel cataloger in the United
States.  The Newport Entities market a broad range of high
quality, versatile, on-trend women's apparel at low prices.
Newport's latest catalogs fuse women's fashion merchandise with
the information normally offered by a women's magazine to help
customers look their best at any size or shape.  This magazine-
style presentation, through Newport's catalogs and its e-commerce
site, provides customers with a unique shopping experience that
is both informative and rewarding.

Newport News Services is an Ohio company, the sole member of
which is Newport News, Inc.  Newport News Services was formed for
the purposes of implementing and operating Newport's gift
certificate programs.  New Hampton Realty owns various real
properties.

Spiegel Inc., in consultation with the Official Committee of
Unsecured Creditors, decided to market the Newport Entities due
to their non-core nature relative to The Spiegel Group's overall
reorganization plan.  The Newport Entities are the least
integrated of The Spiegel Group's merchant businesses, and are
easily separable for an immediate sale.  Selling the Newport
Entities would provide the Debtors' estates with the best
opportunity to realize value from these Assets and would provide
immediate cash recovery to the Debtors' creditors.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
1,706,761,176 in debts. (Spiegel Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SRTS INC: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------
Debtor: SRTS Inc.
        6307 Pacific Highway East
        Tacoma, Washington 98424

Bankruptcy Case No.: 04-43693

Chapter 11 Petition Date: April 13, 2004

Court: Western District of Washington (Tacoma)

Judge: Philip H. Brandt

Debtor's Counsel: Glenn A. Harris, Esq.
                  3643 North Pearl Street
                  Tacoma, WA 98407-1803
                  Tel: 253-572-2566

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 4 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Washington State Dept. of                             $1,200,000
Revenue
P.O. Box 111180
Tacoma, WA 98401

Columbia Bank                                           $602,773

Textron Financial             Trade Debt                 $80,000

Advanced Star Communications                              $4,416


SUBURBAN ASSOCIATES: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Suburban Associates Corporation
        579 Franklyn Turnpike
        Ridgewood, New Jersey 07450

Bankruptcy Case No.: 04-23126

Type of Business: The Debtor is in the business of marketing
                  research.

Chapter 11 Petition Date: April 16, 2004

Court: District of New Jersey (Newark)

Judge: Rosemary Gambardella

Debtor's Counsel: Bruce Gordon, Esq.
                  Bruce D. Gordon LLC
                  Polygon Plaza
                  2050 Center Avenue, Suite 560
                  Fort Lee, NJ 07024
                  Tel: 201-585-2600
                  Fax: 201-461-2633

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Advantis RE, Westshore Pl I&II             $130,848

American Properties Reality, I              $87,446

U.S. Research Company                       $16,535

Consumer Pulse, Inc.                        $15,641

MCI                                         $11,229

Eatontown Monmouth Mall, LLC                $10,050

Computers for Marketing                      $9,575

Car-Lene Research, Inc.                      $8,754

Mid-America Research, Inc.                   $8,136

New York Life Insurance Co.                  $6,844

North American Insights                      $6,484

MBNA                                         $6,326

Boston Field & Focus, Inc.                   $6,095

Seaport Surveys                              $5,900

Citrin Cooperman & Company                   $5,865

Savitz Field and Focus                       $5,320

Well Choice                                  $5,194

Bank One                                     $4,155

Creative Consumer Research                   $3,852

Cunningham Field Services Ltd.               $3,623


TIMCO: Auditors Erase Going Concern Qualification in 2003 Report
----------------------------------------------------------------
TIMCO Aviation Services, Inc. (OTC Bulletin Board: TMAS) announced
its results of operations for the 2003 fiscal year.

Revenue for the year was $243 million, a 33% increase over 2002
revenue of $182 million. The net loss for 2003 was $0.3 million
($0.01 per basic and diluted share), compared to net income of
$7.0 million ($0.27 per basic share and $0.03 per diluted share)
for 2002.

The net loss for 2003 included a benefit of $3.7 million from the
settlement of obligations and changes in estimates of exposures
related to discontinued operations and various legacy items and a
$0.8 million income tax benefit resulting from the IRS finalizing
audits on the 1996 - 1999 tax years. Net income for 2002 included:
(i) a $27.3 million gain resulting from forgiveness of debt as a
result of the Company's February 2002 debt and equity
restructuring, (ii) a net $4.4 million non-cash charge relating to
the Company's agreement to settle a then-outstanding class action
lawsuit and (iii) a $3.8 million tax benefit arising from a change
in U.S. federal tax laws governing the carryback of net operating
losses. Without the effects of these items, the Company would have
reported a 2003 net loss of $4.8 million, compared to a net loss
of $19.7 million for 2002. Management believes that comparison of
its 2003 net loss to the 2002 net loss without the effect of the
above-described items provides a useful measure for investors to
compare the Company's period-to-period results of operations.

The Company also announced that its auditor's report on the
Company's 2003 financial statements does not contain a going
concern modification. The Company's auditors had placed such a
modification on their report regarding the Company's financial
statements during the last four years.

Roy T. Rimmer, Jr., the Company's Chairman and Chief Executive
Officer, stated: "2003 was a year of tremendous progress for our
Company. Our customer base has been substantially broadened during
the year and our revenue from operations is finally returning to
pre-September 11, 2001 levels. We have recently completed a
refinancing of our senior credit facilities through the end of
2007, which provides us with increased working capital. We also
recently sold our Miramar facility, resolving a significant legacy
issue and allowing us to repay in full our tax retention operating
lease financing. We believe that, with these changes, we are
poised to benefit from the trend toward outsourced maintenance."

Gil West, the Company's President and Chief Operating Officer,
stated: "During 2003, we added an airframe heavy maintenance
repair station and aircraft storage facility in Goodyear, Arizona;
we significantly increased our engine maintenance capabilities;
and we continued to build on the momentum with growth in our
engineering services and new seat manufacturing businesses. Our
ability to consistently provide our customers with a high-quality
and low- cost outsourced maintenance solution continues to gain
the attention of a growing customer base in the airline and air-
cargo industries."

C. Robert Campbell, the Company's Chief Financial Officer, stated:
"We are very pleased to receive a clean opinion from our auditors.
This is a major milestone in our turnaround process and
acknowledges the financial and operational progress that our
Company has made."

TIMCO Aviation Services, Inc. is among the world's largest
providers of fully integrated aviation maintenance, repair and
overhaul (MR&O) services for major commercial airlines, regional
air carriers, aircraft leasing companies, government and military
units and air cargo carriers. The Company currently operates four
MR&O businesses: TIMCO, which, with its four active locations
(Greensboro, NC, Macon, GA, Lake City, FL and Goodyear, AZ), is
one of the largest independent providers of heavy aircraft
maintenance services in the world; Aircraft Interior Design and
Brice Manufacturing, which specialize in the refurbishment of
aircraft interior components and the manufacture and sale of
aftermarket parts and new aircraft seats; TIMCO Engineered
Systems, which provides engineering services both to our other
MR&O operations and to our customers; and TIMCO Engine Center,
which refurbishes JT8D engines and performs on-wing repairs for
both JT8D and CFM-56 series engine. Visit TIMCO online at
www.timco.aero .


UAL: Creditors Balk at Proposed $32M Sale of 16 Planes & 5 Engines
------------------------------------------------------------------
United Airlines Inc. wants to sell 16 used Boeing 767-222 aircraft
and five spare engines to Air Transport Group for $32,000,000.
The Aircraft are each equipped with two Pratt & Whitney model JT9-
7R4 Engines.

Over nine months ago, the Debtors decided to phase out their 767-
222 fleet.  Since then, the Debtors have been marketing the
Aircraft with a variety of methods, including a listing on UAL's
website, at trade shows, industry publications and website
advertising.  During the marketing campaign, the Debtors received
inquiries from over 20 parties, with only three making viable
offers.  Therefore, the Debtors decided to accept Air Transport's
$32,000,000 bid.  This sum will be paid over a delivery period of
about a year, subject to paydowns of the Debtors' DIP Facility.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, explains that
Air Transport has put forth an offer worth taking.  The worldwide
market for aircraft is currently depressed, making the search for
willing and qualified buyers difficult.  There are many more
available aircraft than potential purchasers.  The Debtors'
Boeing 767-222s are not highly sought after vintages or
configurations, as they are older Aircraft with higher
maintenance cost requirements.

Approximately 40% of the Sale Proceeds, to be received upon the
delivery of each Aircraft, will be applied to pay down the DIP
Facility's outstanding balance.  This will result in reduced
exposure for the Debtors and lower interest costs.  The remaining
60% will be applied to the Debtors' DIP Revolving Loan.  As a
result, assuming the conditions contained in the DIP Credit
Agreement are satisfied, the Debtors may re-borrow the amount
prepaid toward the DIP Revolving Loan.

As part of the sale, the Debtors will throw in:

   (1) a dry lease of a B767-200 full flight simulator for up to
       12 four-hour training periods per delivered aircraft,
       exclusive of curriculum, instructors, manuals or
       travel/hotel/meals;

   (2) an FAA-accepted B767 System Introduction Course for two
       Technicians per delivered Aircraft; and

   (3) five used spare Pratt & Whitney JT9D-7R4 Engines.

Under the Memorandum of Understanding, the Debtors indicate that,
in addition to the 16 Aircraft, two KfW-encumbered Boeing 767-222
are included, specifically Tail Nos. N606UA and N607UA.  The
Debtors will use their best efforts to procure authorization from
KfW to arrange a sale on identical terms.

                   Creditors Committee Objects

The Official Committee of Unsecured Creditors labels the request
"a step in effectuating a global transaction with the Chapman
Group," who banded together to extract concessions from the
Debtors in excess of the market.

The Debtors want to eliminate aircraft outside of the Chapman
Group's control, Fruman Jacobson, Esq., at Sonnenschein, Nath &
Rosenthal, alleges.  The proposed sale rids the estate of
aircraft that would provide flexibility if an arrangement with
the Chapman Group is not ultimately consummated or as an
alternative to the proposed agreement.  The proposed sale will
only "provide additional leverage to an already powerful cartel."
After all, this is a group whose actions may violate antitrust
laws.

The Debtors allege that the Boeing 767s are no longer essential
to their fleet.  If this is so, Mr. Jacobson wants the Debtors to
explain why they are negotiating with the Chapman Group to retain
20 other 767s.

Mr. Jacobson asserts that the Court should deny the sale
transaction to help the Debtors help themselves by not
relinquishing negotiating leverage.  Denial of the sale will also
give the Creditors Committee breathing room to explore
alternatives to maximize the value of the Debtors' estates for
the entire creditor body.

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)


VICAR OPERATING: S&P Assigns B- Rating to $250MM Universal Shelf
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B-'
subordinated debt rating to a $250 million universal shelf filed
on April 14, 2004, by VCA ANTECH Inc., the holding company of
animal hospital and laboratory operator Vicar Operating Inc. At
the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating on Vicar, as well as its 'B+' senior secured debt
and 'B-' subordinated debt ratings.

The shelf can be used to issue common stock, preferred stock, debt
securities, and warrants. Proceeds from future offerings under the
shelf could be used for acquisitions, debt reduction, or general
corporate purposes; however, the company has not disclosed any
specific near-term plans to raise capital through the shelf.

Vicar also registered 6,846,937 shares of common stock under the
shelf, which would enable 16.8% investor Green Equity Investors
III L.P. to sell some, all, or none of its common stock holdings
in the company. Vicar would not receive any of these proceeds.

"The low, speculative-grade ratings on Vicar reflect its strategy
to grow via acquisitions in a fragmented and competitive field-at
the same time it is burdened with a relatively heavy debt load,"
said Standard & Poor's credit analyst Jesse Juliano.

As the result of an active acquisition program, Los Angeles,
California-based Vicar now operates 241 animal hospitals in 34
states and 23 veterinary diagnostic laboratories serving all 50
states.

As a consolidator in the animal health industry, Vicar tries to
capitalize on the companies it acquires by integrating them with
its own systems and procedures and by improving their pricing. The
company also tries to capitalize on its ability to internally
deliver laboratory services to its operating units. Vicar's
national and rapid-testing capabilities are a particularly
important competitive advantage. The company also stands to
benefit from technical and pharmaceutical advancements that
provide future growth potential for both the hospital
and laboratory segments overall.

Nevertheless, the existence of numerous competitors in the
company's local markets is a key factor that could restrain the
company's pricing flexibility.

All of the company's high-interest-rate debt and preferred stock
has been repaid, and total debt has been reduced with a
combination of cash flow and proceeds from equity transactions.


WASTE SERVICES: S&P Assigns B+ Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Scottsdale, Arizona-based Waste Services Inc. At
the same time, Standard & Poor's assigned a 'B-' rating to the
company's proposed $160 million senior subordinated notes due
2014, to be issued under Rule 144A with registration rights.

The senior subordinated notes are rated two notches below the
corporate credit rating because of the expectation that the
substantial amount of priority debt (comprised primarily of $160
million of secured bank facilities) in relation to total assets
will meaningfully weaken noteholders' prospects for recovery of
principal in the event of a default. The outlook is stable. Pro
forma for the transaction, total debt will be about $265 million.

"The ratings on Waste Services reflect its acquisitive growth
strategy and very aggressive financial profile, modest scale of
operations relative to its peers, and integration risks associated
with recent asset acquisitions," said Standard & Poor's credit
analyst Paul Blake. This is partially offset by favorable industry
characteristics, including high barriers of entry and recession
resiliency; some geographic diversity; and the obtainment of
several permitted, well-positioned long-lived landfills.

Waste Services has acquired the majority of the collection,
transfer and disposal operations of Allied Waste Industries Inc.
in central and northern Florida (Allied Assets), and has entered
into a definitive agreement to acquire the operations of Florida
Recycling Services Inc (FRS). The company's financing plan
includes $160 million senior secured credit facilities, the
proposed $160 million senior subordinated notes, and a private
equity placement of at least $40 million. Proceeds are expected to
be used primarily to purchase Allied Assets and FRS and to
refinance existing debt.

With pro forma sales of approximately $300 million, Waste Services
is a multiregional, integrated solid waste services company,
providing collection, transfer, landfill disposal and recycling
services to commercial, industrial and residential customers in
the U.S. and Canada. The company's integrated operations include
36 collection operations, eight landfills and landfill
developments, and 12 recycling facilities.

As part of its business strategy to expand into the U.S., Waste
Services is in the process of undergoing a corporate migration
transaction. Under the transaction, the company's corporate
structure will be reorganized so that Waste Services Inc. will
become the ultimate parent company of its corporate group. Waste
Services is currently a Delaware subsidiary of Capital
Environmental Resource Inc., which is a company organized under
the laws of the Province of Ontario, Canada. After the migration
transaction, Capital Environmental will become a subsidiary of
Waste Services.


WATERMAN IND: Pathway Strategic Named Reorganization Consultant
---------------------------------------------------------------
Pathway Strategic Partners, LLC, a corporate recovery consulting
firm and subsidiary of Buxbaum Group, has been approved by the
U.S. Bankruptcy Court to oversee the restructuring of manufacturer
Waterman Industries, which has been operating under Chapter 11
Bankruptcy Protection since earlier this year.

Kenneth G. Leddon, a principal of Pathway, will serve as Chief
Restructuring Officer of Exeter, Calif.-based Waterman, while
Birchel Brown, a Managing Director of the firm, will serve as
Chief Operating Officer.

Founded in 1910, Waterman Industries is a premier producer of
water control and irrigation equipment for domestic and
international markets. The company filed for Chapter 11 protection
in the U.S. Bankruptcy Court, Eastern District of California,
Fresno Division, on February 10, citing increased debt related to
a stock redemption purchase, skyrocketing workers compensation
expenditures, dramatic increases in metals prices, and costs
associated with the shutdown of its foundry operations. Attorney
Walter C. Riley, of the Fresno, Calif.-based Walter Law Group, is
serving as the company's insolvency counsel. Judge W. Richard Lee
is presiding over the case.

Restructuring efforts executed since the Chapter 11 filing have
returned Waterman's operations to profitable status, Leddon said.
He added that the company expects to submit a reorganization plan
for approval of creditors and the court sometime this summer.

               About Pathway Strategic Partners

Pathway Strategic Partners, LLC, headquartered in Newport Beach,
is a corporate recovery consulting firm that provides turnaround
management, interim management, debtor/creditor advisory,
assessment, operational improvement and asset
appraisal/liquidation services to stakeholders of underperforming
or financially distressed companies. The Pathway Strategic Team
comprises seasoned former CEO's, CFO's, COO's and management
consultants who bring a broad range of skills and industry
experience. For further information, visit the firm's website at
http://www.pathwayturnaround.com/

                    About Buxbaum Group

Buxbaum Group, together with affiliate Buxbaum/Century, has built
its reputation for over 30 years as one of the largest liquidators
and appraisers of retail and wholesale inventories, as well as
machinery and industrial equipment, across North America. The firm
is headquartered in Calabasas, Calif. For further information,
visit http://www.buxbaumgroup.com/


WILSONS: Lenders Agree to Waive Default & Amend Credit Facility
---------------------------------------------------------------
Wilsons The Leather Experts Inc. (Nasdaq:WLSN) announced that it
entered into an agreement to amend its revolving credit facility.
The Company has been negotiating the terms of a significant
financing transaction. Because the negotiations had not been
completed before April 15, 2004, Wilsons Leather will file a
notification of late filing with the Securities and Exchange
Commission related to its annual report on Form 10-K.

The revolving credit facility, which is provided by GE Capital,
CIT, Wells Fargo, and LaSalle, has been amended to waive defaults
under previous EBITDA covenants, reset financial covenants for
future time periods and, remove the April 15, 2004 deadline to
amend, refund, renew, extend, or refinance its 11 1/4% Senior
Notes. The revolving credit facility caps the amount that can be
paid to landlords as a result of the previously announced
liquidation of the 111 stores. Until the Company's 11 1/4% Senior
Notes due August 15, 2004 are retired, the amended agreement
restricts Letters of Credit to $15 million and prohibits borrowing
under the revolving credit facility. Once the 11 1/4% Senior Notes
are retired, these restrictions will be lifted. The Company
anticipates that it will not need to access the revolving credit
facility, other than for Letters of Credit purposes totaling less
than $15.0 million, until July 2004 and that once the restrictions
on borrowing are lifted, the amended agreement will be adequate
for its anticipated working capital requirements through 2004.

Wilsons Leather has been negotiating the terms of a proposed
agreement pursuant to which it would agree to issue 3,500 shares
of its Series A Convertible Preferred Stock to two institutional
investors at a price of $10,000 per share. This transaction would
provide the Company with $35.0 million in new equity. The proposed
agreement would provide that if this transaction closes, the
Company would also issue Warrants to the institutional investors,
without further payment by them to Wilsons Leather, to purchase an
aggregate of up to 5,000,000 shares of Wilsons Leather common
stock at a premium to the market price of the common stock at
closing. If the proposed agreement is signed and this transaction
closes, the Series A Preferred Stock would be convertible
immediately into shares of the Company's common stock at a
conversion price of $1.69 per share of common stock (subject to
possible upward adjustments for conversion in fiscal 2005 and
thereafter). The closing of the transaction would be subject to a
number of closing conditions, the principal conditions being
obtaining approval of the Wilsons Leather shareholders and a
further amendment to the Wilsons Leather credit facility.

Wilsons Leather would intend to use the proceeds from the issuance
of the Series A Preferred Stock to repay its 11 1/4% Senior Notes
due August 15, 2004 and for general working capital purposes.
Prepayment of the 11 1/4% Senior Notes will lift the borrowing
restrictions under the revolving credit facility. However, Wilsons
Leather had expected to complete these negotiations prior to this
time and there can be no assurance that Wilsons Leather will be
able to successfully negotiate or thereafter complete this
transaction. Even if the terms of this agreement are successfully
negotiated, there can be no assurances that all conditions to
closing will be met.

Because the negotiations relating to the financing have not been
completed before April 15, 2004, the day on which Wilsons
Leather's annual report on Form 10-K is due, Wilsons Leather is
not able to give effect to the potential impact on the disclosures
set forth in the annual report without unreasonable effort or
expense. Wilsons Leather believes that if the negotiations are
successfully completed, a definitive agreement will be executed in
time to allow for the inclusion of the potential impact in the
annual report that is expected to be filed on or before April 30,
2004. If the definitive agreement is executed, Wilsons Leather's
independent public accountants will not be required to include in
their report an explanatory paragraph as to substantial doubt
about their ability to continue as a going concern.

                     About Wilsons Leather

Wilsons Leather is the leading specialty retailer of leather
outerwear, accessories and apparel in the United States. As of
April 3, 2004, Wilsons Leather operated 460 stores located in 45
states and the District of Columbia, including 336 mall stores,
107 outlet stores and 17 airport stores. During the month of
January 2004, the Company engaged an independent liquidator to
operate 111 stores that are expected to close in the next 15 to 30
days. The Company, which regularly supplements its permanent mall
stores with seasonal stores during its peak selling season from
October through January, operated 229 seasonal stores in 2003.


XEROX COMMERCIAL: S&P Withdraws B Commercial Paper Rating
---------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' commercial
paper rating for Xerox Corp. and all of its subsidiaries that
carried a short-term rating on April 13, 2004. No commercial paper
is currently outstanding at the company and the programs are
inactive. The long-term ratings on Xerox, including the 'BB-'
corporate credit rating, were affirmed. The outlook remains
negative.


* Bradley Arant Rose & White Ranked As Alabama's Leading Law Firm
-----------------------------------------------------------------
The 2004-2005 edition of "ChambersUSA - America's Leading Business
Lawyers" has ranked Birmingham's Bradley Arant Rose & White LLP as
the top law firm in Alabama. Bradley Arant ranks as number one in
all four categories - 1) corporate / mergers & acquisitions; 2)
employment and labor law; 3) commercial litigation; and 4) real
estate law.

In addition, of the 17 individual Alabama attorneys ranked number
one in their respective practice areas, Bradley Arant lawyers
placed first in seven categories, or nearly half of the statewide
total.

Included in Chambers' rankings are Bradley Arant attorneys Thomas
Carruthers, Beau Grenier, James Alexander, James Gewin, John
Morrow, John Hagefstration and Charlie Beavers. In addition, Wayne
Drinkwater of the firm's Jackson, Mississippi, office was ranked
number one among Mississippi attorneys in the general litigation
area.

Other Bradley Arant attorneys also ranked among America's leading
business lawyers in the new ChambersUSA directory are litigator
Hobart McWhorter, labor and employment specialist Jim May, and
real estate attorney Stephen Monk.

"It is gratifying for Bradley Arant to be recognized by
ChambersUSA as Alabama's top law firm for the second year in a
row," said Beau Grenier, chairman of the firm's executive
committee. "Even more satisfying is that these rankings are based
on more than 7,000 interviews with clients and other lawyers
across the United States." Following are some of the remarks
Chambers received, describing Bradley Arant's capabilities:

Corporate/Mergers & Acquisitions - "This corporate powerhouse
continues to be the firm of choice for many large companies in the
state. About ten corporate lawyers in the team have continued to
act for Hyundai following the car giant's $1 billion plant
development in the state... The team also has a long standing
relationship with SouthTrust Bank...In addition, the team has
given a great deal of advice to companies over the past year in
relation to the Sarbanes-Oxley legislation."

Employment and Labor Law - "Described by peers as a 'state
powerhouse,' this group of about 15-20 lawyers takes on both
employment litigation and traditional labor law. All bases are
covered, including ERISA and OSHA work, and age, race and sex
discrimination cases. The group is also felt to excel in class
actions."

Litigation - "One of the largest Alabama firms, this group is home
to a formidable litigation department. Approximately one-third of
the firm's...lawyers are engaged in contentious work, making it
the largest team in the state. Some 18 varieties of litigation are
covered. Its senior lawyers continue to perform at the very top
end of the market..."

Real Estate - "...this 'prestigious and well-established' full-
service firm 'contains a host of top lawyers who are easy to work
with.' Approximately 10 attorneys handle real estate matters,
ranging from acquisitions, dispositions and leasings to land use
and zoning. Perhaps the area most closely associated with the firm
is high-end real estate financing, an area in which it is said to
excel."

With approximately 200 lawyers and offices in Birmingham,
Montgomery and Huntsville, Alabama, as well as Jackson,
Mississippi, and Washington, D.C., Bradley Arant has traditionally
been the largest law firm in Alabama. The firm's diversified civil
practice includes banking, bankruptcy and creditor rights,
construction, employment benefits, energy, environmental law,
estate planning, general corporate, governmental affairs, health
care, intellectual property and antitrust, international trade,
labor and employment, litigation, mergers and acquisitions,
municipal finance, partnership and business entity law, real
estate, securities, tax, telecommunications, trade regulation and
white collar criminal defense. Bradley Arant represents a variety
of local, regional, national and international organizations.

For more information on Bradley Arant Rose & White LLP, visit
http://www.bradleyarant.com/

For more information on ChambersUSA rankings, go to
http://www.chambersusa.com/


* 51 Weil Gotshal Lawyers Cited in Chambers USA's 2004 Top List
---------------------------------------------------------------
Chambers USA: America's Leading Lawyers for Business, a ranking
guide of lawyers in the United States, included 51 individual
attorney rankings for Weil, Gotshal, & Manges LLP in its 2004
guide.

Chambers and Partners, publishers of the guide, include law firms
on merit only. The publisher investigated law firms and lawyers in
each U.S. state through an exhaustive interview process in all the
main areas of commercial law. Researchers conducted in-depth
interviews with leading private practice attorneys and key in-
house counsel. In addition to the individual rankings, Chambers
USA ranked practice areas by geographic region.

    Weil Gotshal offices were ranked No. 1 in three practice
    areas.  They are:

     -- Antitrust (New York)
     -- Bankruptcy (New York)
     -- Private Equity:  Buyouts & Venture Capital Investment
        (Massachusetts)

    Six Weil Gotshal partners ranked No. 1 in six individual
    practice areas. They are:

     -- Martin J. Bienenstock - Bankruptcy (New York)
     -- Marcia L. Goldstein - Bankruptcy (New York)
     -- Alfredo R. Perez - Bankruptcy (Texas)
     -- Matthew D. Powers - Intellectual Property (California)
     -- James Westra - Private Equity: Buyouts & Venture Capital
        (Massachusetts)
     -- Barry M. Wolf - Private Equity: Fund Formation (New York)

Weil, Gotshal, & Manges attorneys and their ranking practice areas
included in the list are:

     Antitrust
     New York
     Jay N. Fastow, Helene D. Jaffe, Debra J. Pearlstein,
     Irving Scher and A. Paul Victor
     Washington, D.C.
     James C. Egan Jr. and Steve A. Newborn

     Banking & Finance
     Texas
     Glenn D. West (Dallas)
     New York
     Daniel S. Dokos and Marsha E. Simms

     Bankruptcy
     Texas
     Alfredo R. Perez* (Houston)
     Martin A. Sosland (Dallas)
     New York
     Martin J. Bienenstock* Marcia L. Goldstein*,
     Stephen Karotkin and Jeffrey L. Tanenbaum
     *Alfredo R. Perez was ranked as No. 1 in Texas;
     Marcia L. Goldstein and Martin J. Bienenstock were ranked as
     No. 1 in New York.

     Capital Markets:  Debt & Equity
     New York
     Stephen H. Cooper and Jeremy W. Dickens

     Capital Markets: Securitisation
     New York
     Frank P. Nocco

     Corporate/M&A
     Massachusetts
     James Westra (Boston)
     Texas
     R. Scott Cohen and Glenn D. West (Dallas)
     New York
     Thomas A. Roberts

     Environment
     Washington, D.C.
     David R. Berz and Annemargaret Connolly

     Intellectual Property
     New York
     Steven D. Glazer
     California
     Matthew D. Powers* (Silicon Valley)
     *Matthew D. Powers was ranked as No. 1 in California.

     IT & IT Outsourcing
     New York
     Michael A. Epstein

     Litigation:  General Commercial
     Florida
     Edward Soto (Miami)

     New York
     James W. Quinn

     Litigation:  Securities
     New York
     Joseph Allerhand

     Litigation: White-Collar Crime & Government Investigations
     New York
     Otto Obermaier and John Wing

     Media & Entertainment:  Litigation
     New York
     R. Bruce Rich, Kenneth L. Steinthal and Robert G. Sugarman

     Private Equity: Buyouts & Venture Capital Investment
     Massachusetts
     James Westra* (Boston)
     New York
     Thomas A. Roberts
     *James Westra was ranked as No. 1 in Massachusetts.

     Private Equity:  Fund Formation
     Massachusetts
     Charles W. Robins (Boston)
     New York
     Jeffrey E. Tabak and Barry M. Wolf*
     *Barry M. Wolf was ranked as No. 1 in New York.

     Real Estate
     Texas
     Robert C. Feldman (Dallas)
     New York
     Alan Lascher and J. Philip Rosen

     Tax
     Texas
     Paul H. Asofsky (Houston)
     New York
     Martin Amdur, Kimberly S. Blanchard, Stuart Goldring,
     Kenneth H. Heitner, Martin Pollack and Marc L. Silberberg


A firm profile and complete rankings are available on the Chambers
USA website at:


http://www.chambersandpartners.com/us/default.asp?action=rf&rf=fprofile_2&fi
d=3667

Weil, Gotshal & Manges LLP is an international law firm of more
than 1,100 attorneys, including approximately 300 partners. Weil
Gotshal is headquartered in New York, with offices in Austin,
Boston, Brussels, Budapest, Dallas, Frankfurt, Houston, London,
Miami, Munich, Paris, Prague, Silicon Valley, Singapore, Warsaw
and Washington, D.C.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Alliance Imaging        AIQ         N.A.         N.A.     N.A.
Akamai Technologies     AKAM       (175)         280      140
AK Steel Holdings       AKS         (53)       5,025      579
Amazon.com              AMZN     (1,036)       2,162      568
Aphton Corp             APHT        N.A.         N.A.     N.A.
Arbitron Inc.           ARB         (18)         184      (25)
Alliance Resource       ARLP        N.A.         N.A.     N.A.
Atari Inc.              ATAR        (97)         232      (92)
Actuant Corp            ATU          (7)         361       31
Blount International    BLT         N.A.         N.A.     N.A.
Cincinnati Bell         CBB        (640)       2,073      (47)
Columbia Laboratories   CBRX        N.A.         N.A.     N.A.
Cubist Pharmaceuticals  CBST        N.A.         N.A.     N.A.
Cedara Software         CDE          (2)          20      (12)
Choice Hotels           CHH        (118)         265      (43)
Cherokee International  CHRK       (120)          64       15
Compass Minerals        CMP         N.A.         N.A.     N.A.
Caraco Pharm Labs       CPD         N.A.         N.A.     N.A.
Centennial Comm         CYCL       (579)       1,447      (98)
Delta Air Lines         DAL        (384)      26,356   (1,657)
Diagnostic Imag         DIAM          0           20       (3)
Echostar Comm           DISH     (1,206)       6,210    1,674
Deluxe Corp             DLX        (298)         563     (309)
Education Lending Group EDLG         (2)       3,583      N.A.
WR Grace & Co.          GRA         N.A.         N.A.     N.A.
Graftech International  GTI         (97)         967       94
Integrated Alarm        IASG        N.A.         N.A.     N.A.
Imax Corporation        IMAX        N.A.         N.A.     N.A.
Imclone Systems         IMCL       (270)         382       (3)
Kinetic Concepts        KCI         (80)         618      244
KCS Energy              KCS         N.A.         N.A.     N.A.
Lodgenet Entertainment  LNET        N.A.         N.A.     N.A.
Lucent Technologies     LU       (3,371)      15,765    2,818
Memberworks Inc.        MBRS        (20)         248      (89)
Millennium Chem.        MCH         (46)       2,398      637
Moody's Corp.           MCO         (32)         941      137
McDermott International MDR        (363)       1,249      (24)
McMoRan Exploration     MMR         N.A.         N.A.     N.A.
Maxxam Inc.             MXM         N.A.         N.A.     N.A.
Niku Corp.              NIKU        N.A.         N.A.     N.A.
Nuvelo Inc.             NUVO        N.A.         N.A.     N.A.
Northwest Airlines      NWAC     (1,775)      14,154     (297)
Nextel Partner          NXTP        (13)       1,889      277
ON Semiconductor        ONNN       (498)       1,144      201
Airgate PCS Inc.        PCSAD       N.A.         N.A.     N.A.
Petco Animal            PETC        N.A.         N.A.     N.A.
Pinnacle Airline        PNCL        (48)         128       13
Primus Telecomm         PRTL        (96)         751      (26)
Per-Se Tech Inc.        PSTI        (21)         171       (1)
Qwest Communications    Q        (1,106)      26,216   (1,132)
Quality Distribution    QLTY        N.A.         N.A.     N.A.
Rite Aid Corp           RAD         (93)       6,133    1,676
Sepracor Inc            SEPR       (619)       1,020      728
St. John Knits Int'l    SJKI        (65)         234       69
I-Stat Corporation      STAT          0           64       33
Syntroleum Corp.        SYNM        N.A.         N.A.     N.A.
Town and Country Trust  TCT          (2)         504      N.A.
Thermadyne Holdings     THMD       (665)         297      139
TiVo Inc.               TIVO        N.A.         N.A.     N.A.
Triton PCS Holdings     TPC        (180)       1,519       52
Tessera Technologies    TSRA        N.A.         N.A.     N.A.
Ultimate Software       ULTI        N.A.         N.A.     N.A.
US Home & Garden        USHG         (2)          96       (5)
UST Inc.                UST        (115)       1,726      727
Universal Technical     UTI         (36)          84       29
Valence Tech            VLNC        (17)          36        4
Western Wireless        WWCA       (224)       2,521       15
Expressjet Holdings     XJT         (10)         510       15
Xoma Ltd.               XOMA        N.A.         N.A.     N.A.


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Bernadette C. de Roda, Donnabel C. Salcedo, Rizande B.
Delos Santos, Paulo Jose A. Solana, Aileen M. Quijano and Peter A.
Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

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