TCR_Public/040421.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, April 21, 2004, Vol. 8, No. 78

                           Headlines

1817 DEWEY SQUARE: Case Summary & 20 Largest Unsecured Creditors
1819 CLUB: Live Bankruptcy Auction Scheduled for May 18
AHOLD: Reports Improved Fiscal Year 2003 Financial Results
AMERICAN SPORTS: Brings-In TRG Inc. as Financial Advisor
AURORA FOODS: Miller Buckfire Asks $6 Million Compensation

B&G FOODS: S&P Places B-Level Credit Rating on Watch Negative
BIDDLE-ASHLAND: Gets OK to Employ Heneson as Bankruptcy Counsel
BRIDGEPORT METAL: Section 341(a) Meeting Slated for May 3, 2004
CABLE DESIGN: S&P Lowers Corporate Credit Rating to BB-
CALPINE: First Quarter 2004 Earnings Conference Call is on May 6

CANADA PAYPHONE: Intends to File BIA Plan Proposal on May 7, 2004
COLE NATIONAL: S&P Revises CreditWatch Implications to Developing
CONSECO INC: S&P Places Low-B & Junk Ratings on Watch Positive
DESERT VIEW LLC: Case Summary & 5 Largest Unsecured Creditors
ELITE MODEL: Carl Marks Capital to Sell 'Supermodel' Agency

EMAGIN CORPORATION: George Haywood Has 6.1% Equity Stake
ENRON CORP: Objects to 54 Late-Filed Hazelwood Claims
ENRON CORPORATION: Inks Stipulation Reducing GE Capital's Claim
EOS INTL: Files Form 15 to Terminate SEC Reporting & Delist Shares
EQUUS GAMING: Still Unable to File Form 10-K over Units' Results

EXPO DYEING & FINISHING: Case Summary & 20 Unsecured Creditors
FIRST NATIONAL: Case Summary & 31 Largest Unsecured Creditors
FLEMING: Barry Road Pushes Court to Allow $1.1M Admin. Claim
FLOWSERVE: Expects to File 2003 Form 10-K Next Week
FRANCE GROWTH: Elects V-Chairman Bergan to Supervise Liquidation

GRAFTECH INT'L: Pioneer Global Discloses 6.95% Equity Stake
HALLIBURTON: Settling Barracuda-Caratinga Dispute with Petrobras
HASBRO INC: First Quarter Net Earnings Increase to $6.5 Million
HIDDEN POINTE: Retains Schreeder Wheeler as Bankruptcy Attorney
HILL WILLIAMS: Case Summary & 14 Largest Unsecured Creditors

INTERSTATE BAKERIES: S&P Lowers Corporate Credit Rating to CCC+
KOCE: Daystar Television to Appeal Sale Ruling
LAIDLAW INC: Reports Employee Stock Awards and Options
METRIS COS: Considers $250MM Senior Secured Debt Private Placement
MINOPLANET: Fiscal 2004 2nd Quarter Net Loss Down to $1.3 Million

MIRANT CORP: Wants Go-Signal to Nix PG&E Gas Executory Contracts
MIRANT CORPORATION: 2003 Net Loss Widens to $3.8 Billion
MJ RESEARCH: Found Guilty in Patent Infringement Suit
NAT'L CENTURY: L. Poulsen Asks Court to Estimate Claims for Voting
NAT'L CENTURY: Agrees to Extend Intercompany Bar Date to April 30

NORSKECANADA: First Quarter 2004 Results Webcast Set for Apr. 30
NOVASTAR: SEC Initiates Informal Inquiry into Business Practices
NUEVO ENERGY: Agrees to Merge Operations with Plains Exploration
PACIFIC CARE: Improved Profitability Spurs Fitch's Ratings Upgrade
PARMALAT: US Debtors Want to Mull on Leases Until Court OKs Plan

PER-SE TECHNOLOGIES: Issues First Quarter 2004 Operations Update
PG&E NATIONAL: Auctioning-Off GTNC Assets on May 3, 2004
PILLOWTEX: Demands Payment of Obligations from Kohl's Dept. Stores
PLUMBEREX SPECIALTY: Case Summary & Largest Unsecured Creditors
POTLATCH CORPORATION: Reports Improved First Quarter Earnings

QWEST COMMS: First Quarter 2004 Earnings and Webcast Information
REGAL ENTERTAINMENT: S&P Revises Outlook on Low-B Ratings to Neg.
ROCKWOOD SPECIALTIES: Planned Purchase Spurs S&P to Watch Ratings
SAINT JOSEPH'S PHARMACY: Voluntary Chapter 11 Case Summary
SHAW GROUP: Obtains Go-Signal to Proceed on Astoria Energy Project

SOLUTIA INC: Agrees to Set Off Mutual Debts with PPG Industries
SPIEGEL GROUP: Proposes $750,000 Break-Up Fee for Pangea
STRATEGIC HOTEL: Fitch Downgrades Class J Notes' Rating to BB+
TENNECO: S&P Keeps Positive Watch on Ratings over Planned Offer
TESORO PETROLEUM: Fixes First Quarter Conference Call for May 6

TIMBER DOODLE: Case Summary & 14 Largest Unsecured Creditors
TREASURE MOUNTAIN: Ex-Auditor Airs Going Concern Uncertainty
UNITED AIRLINES: Wants Court Nod for New Aircraft Operating Pact
UNITED AIRLINES: Has Exclusive Right, Until May 7, to File Plan
WARNACO GROUP: Discusses Potential Settlement with SEC Staff

WHEREHOUSE ENTERTAINMENT: Delaware Court Confirms Liquidating Plan
WICKES: Committee Turns to Houlihan Lokey for Financial Advice
WORLDCOM: Emerges from Chapter 11 Protection as MCI, Inc.

* 15 Hunton & Williams Attorneys Named 2004 Georgia Super Lawyers
* Chadbourne & Parke Welcomes Securities Litigator Joaquin Sena
* The Deal Launches 12-Page Weekly Newsletter for $7,500 per Year

* Upcoming Meetings, Conferences and Seminars

                           *********

1817 DEWEY SQUARE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: 1817 Dewey Square, LLC
        dba Photographics
        1245 Farmington Avenue
        West Hartford, Connecticut 06107

Bankruptcy Case No.: 04-20962

Chapter 11 Petition Date: April 1, 2004

Court: District of Connecticut (Hartford)

Judge: Robert L. Krechevsky

Debtor's Counsel: Myles H. Alderman, Jr., Esq.
                  Alderman & Alderman
                  100 Pearl Street, 14th Floor
                  Hartford, CT 06103
                  Tel: 860-249-0090

Total Assets: $1,153,600

Total Debts:  $290,089

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
CIT Small Business Lending    Lease                     $208,911

Cynira, LLC                   Loan against               $40,000
                              Inventory purchase
                              12/7/01 covered
                              deficiency in loan
                              from CIT.

State of Connecticut          State tax -                $10,918
                              delinquent

BNW Distribution, Inc.        Photographic
                              paper, chemistry       $4,500

SBC SNET                      Yellow Pages                $4,500

Fleet Bank                    Credit Card                 $4,477

J&J Imageworks                Outlab production,          $4,400
                              custom photo
                              printing, large
                              format printing,
                              mounting, and
                              laminating.

C.R. Gibson                   Albums, greeting            $2,770
                              Cards

Safety - Kleen                Hazard Waste Disposal       $2,750

PI&P                          Outlab production,          $2,000
                              digital printing and
                              holiday greeting
                              cards.

Cox Communications            Phones and Internet           $722

Martin Aborn, Inc.            Frames                        $650

Picture Products, Inc.        Frames                        $570

CNG                           Heat                          $440

Prinz Ltd.                    Frames and Albums             $325

Northeast Utilities           Electricity                   $323

Forte Co.                     Frames                        $235

Griswold Mall Associates Ltd  Commercial Lease               $10

Dell Financial                Lease                      Unknown

Internal Revenue Service                                      $1


1819 CLUB: Live Bankruptcy Auction Scheduled for May 18
---------------------------------------------------------
The chapter 11 trustee for 1819 Club in Washington, D.C., will
auction:

     * a Class CN live adult entertainment liquor license and

     * a prime piece of D.C. real estate

on May 18.  

Well-known as DC's original Gentlemen's Club, the venue will be
sold at live auction as an ongoing concern, according to D.C.
attorney Bryan Ross, the court-appointed trustee for the club,
which filed for Chapter 11 bankruptcy protection earlier this
year. The business and licenses are owned by SNOCO Enterprises,
Inc. Long-time D.C. resident Nicholas "Nick" Addams is 90 percent
owner of the business and sole owner of the real estate.

Located at 18th & M Street Northwest on Dupont Circle South, the
club was known as Joanna's until three years ago when Addams
changed the name to reflect the actual mailing address: 1819 M
Street, N.W. The live auction will be held at this location on
Tuesday, May 18 starting at 11:00 a.m., with a 2:00 p.m. hearing
scheduled later that day before the U.S. Bankruptcy Court in D.C.
to approve the sale.

Open nightly from 6:00 p.m. to 2:00 a.m., the club takes up the
first floor of a four-story building. Officially, it seats 75.
Addams, however, already has ABC approval to expand the operation
to the second floor, nearly doubling the seating capacity.

"The second floor is completely gutted and ready for build-out,"
according to Addams, who says, "New owners could easily double the
gross income for a relatively modest investment. You could add 40
seats in less than 60 days with renovation costs of under
$150,000."

Addams also notes that until this past December, the club was open
for lunch, something "the new owner could easily restart."

In 1977, Addams bought the club which was known at the time as
King Arthur's, reflecting a "Knights of the Round Table" theme
that then pervaded this D.C. block. Another similar club called
Camelot's, which still operates, is just two doors up. After
Addams purchased the club, he immediately renamed it Joanna's in
tribute to the club's star dancer. Many old-time patrons still
refer to it by this name.

Today the night spot employs 25 and features eight dancers each
evening, from "Amy" and "Mya" to "Alexi" and "Champagne." The club
has a loyal following of customers ages "21 to 75" and much repeat
business according to Addams, who says a visit to the club has
become a "rite of passage" for young men, who later choose the
club as the site for bachelor parties and other gatherings.

Additionally, there are 27 hotels within a half-mile mile radius
of the club, making it convenient for business travelers.

"It's almost unheard of for a Class CN license to become
available. In fact, there are only six establishments that have
this in all of D.C. Not only is the competition limited for this
business, the real estate is incredibly valuable as well," says
Stephen Karbelk, AARE, of Tranzon Fox, who will conduct the live
auction.

"The new owner or investment group could easily expand the club to
the second floor and add office space or condominiums on floors
three and four," Karbelk says.

Tranzon Fox, based in Burke, VA, is part of Tranzon, LLC, a
nationwide accelerated marketing and auction firm with offices
coast-to-coast and national headquarters in Richmond, VA. Last
year the company conducted more than 1,300 auctions in 41 states
and the District of Columbia. Tranzon professionals specialize in
providing real estate and business asset and liquidation auction
and accelerated marketing services to corporations, financial
institutions, trustees, individuals and estates throughout the
U.S. Learn more about Tranzon at http://www.tranzon.com/

For a complete bidder's auction package, including the bidding
procedures, contact Stephen Karbelk at 703-912-3307 (office) or
703-927-6838 (cell) or via E-mail at skarbelk@tranzon.com.


AHOLD: Reports Improved Fiscal Year 2003 Financial Results
----------------------------------------------------------
Ahold released its Fiscal 2003 financial results this week.

                        Highlights of 2003

        - Net loss Euro 1 million (2002: net loss of Euro 1.2
          billion)

        - Operating income Euro 718 million (2002: operating
          income Euro 239 million)

        - Net sales Euro 56.1 billion, a decrease of 10.6%
          compared to 2002, but an increase of 2.7% excluding
          foreign currency translation impact

        - Net loss under US GAAP Euro 747 million (2002: net loss
          Euro 4.3 billion)

        - Improved balance sheet: equity increased to Euro 4.9
          billion (2002: Euro 2.6 billion). Net debt reduced to
          Euro 7.5 billion (2002: Euro 12.3 billion)

        - Net cash before financing activities generated Euro 1.5
          billion (2002: net cash outflow Euro 107 million)
          Zaandam, The   Netherlands, April 19, 2004

        - Ahold published its 2003 results.

"We are pleased to announce that we have clearly improved results
in 2003, an extremely challenging year," said Hannu Ryopponen,
Chief Financial Officer, commenting on the results. "A very
turbulent period for the company was marked by the events
announced in February 2003, as well as a tough trading environment
in our key markets." Anders Moberg, CEO commented: "Months of
ongoing effort resulted in a number of achievements, specifically
defining a new strategy and creating the financial platform to
move forward. At the end of last year we indicated that 2003 in
many respects had been a lost year, but today's announcement also
shows that Ahold is on track with its 'Road to Recovery' program."

        Executive Summary

Improved results in a very challenging year Results for 2003 were
heavily impacted by challenging markets, negative currency
movements and non-recurring items. However, Ahold generated a
modest net loss of Euro 1 million in 2003 compared to a loss of
Euro 1.2 billion for 2002.

Operating income in line with expectations Operating performance
was in line with expectations, with no major additional goodwill
impairment write-downs needed. The most important elements were
the major negative swings in U.S. Foodservice's results from
profit to loss as a result of primarily the sharp deterioration in
pricing leverage with suppliers, the competitive pressure on U.S.
and European retail operations, and the exceptional items on the
sale of various companies. The costs associated with the
irregularities and investigations of 2003 also impacted operating
income.

Higher net sales in local currencies Although economic conditions
in all of Ahold's major trading areas were tough and competition
remained intense, sales in local currencies nevertheless were
resilient on an annual basis. The main retail trade operations,
except Albert Heijn, showed net sales increases in local
currencies, as well as U.S. Foodservice. The influence of the weak
U.S. dollar throughout 2003 can clearly be seen on Ahold's
reported net sales numbers in Euro. Divestments that took place in
2003 only had a slight impact on net sales.

        Improved balance sheet

Ahold concluded 2003 with a significantly improved balance sheet
as part of the 'Road to Recovery' Program that will be continued
in 2004 and 2005. Net debt was reduced by a very substantial Euro
4.8 billion, as a result of the rights issue and initiatives to
improve cash flow from the businesses. The strengthening of
Ahold's financial position continues; further proof was delivered
last week, when Ahold announced an Euro 920 million early debt
redemption.

        Strong cash flow generation

Whereas 2003 remained a tough year for all our businesses, net
cash from operating activities remained strong. At the same time,
selective investments lead to a sharp decrease in cash outflow
from investing activities. As a result net cash before financing
activities increased sharply to Euro 1.5 billion for the full
year, compared to a net outflow in the previous year of Euro 107
million.

        Ahold 2003 Full Year Results

Ahold prepares its financial statements in accordance with
accounting principles generally accepted in the Netherlands
("Dutch GAAP"). Dutch GAAP differs in certain material aspects
from accounting principles generally accepted in the United States
("US GAAP"). All financial information in this press release is
based on Dutch GAAP unless otherwise noted.

The figures reported in this press release are unaudited. Ahold
plans to publish its Annual report and file the Annual report on
Form 20-F on the 6th of May.

In certain instances, results presented in this press release
either exclude the impact of fluctuations in currency exchange
rates used in the translation of Ahold's foreign subsidiaries'
financial results into Euros or are presented in local currencies,
which provides a better insight into the operating performance of
foreign subsidiaries. For more information regarding the non-GAAP
financial measure excluding currency impact, see "Definitions"
below. In addition, in certain instances, operating income for
Ahold's business segments is presented excluding the impact of the
impairment and amortization of goodwill and exceptional items.
Operating income before impairment and amortization of goodwill
and exceptional items is a non-GAAP financial measure. A
reconciliation of this non-GAAP financial measure to the Dutch
GAAP measure of operating income, as well as management's
explanation for the use of this measure, are set forth in Annex B.
In this press release net cash flow before financing is used,
which totals the net cash from operating activities and net cash
from investing activities.

Ahold adopted EITF 02-16 "Accounting by a Customer (including a
Reseller) for certain Consideration Received from a Vendor" in the
fourth quarter of 2003. Because this issue was effective for Ahold
for the period beginning December 30, 2002, the results previously
announced in the quarterly press releases differ from the results
included in the full year 2003.

        Net sales

Net sales down 10.6%, but up 2.7% excluding currency impact Many
of Ahold's business areas posted increased net sales in local
currencies despite challenging economic conditions and intense
competition The 10.6% decrease in net sales was largely
attributable to lower currency exchange rates against the Euro,
particularly for the U.S. Dollar. The average U.S. Dollar to Euro
exchange rate decreased approximately 16.5% in 2003 compared to
2002. Net sales excluding currency impact increased by 2.7% mainly
due to increases in net sales excluding currency impact of 2.7% in
the U.S. retail trade operations, 1.7% for the Europe retail trade
operations, 2.3% at U.S. Foodservice and 17.8% in South America.
Net sales in 2003 were favorably impacted by the full year
consolidation in Ahold's consolidated financial statements of
Disco, Ahold's subsidiary in Argentina, which began to be
consolidated in the second quarter of 2002 and the full-year
impact of the acquisitions at U.S. Foodservice in 2002. The
divestments of various operations during 2003 only slightly
negatively impacted net sales.

        Operating income

Operating income before impairment and amortization of goodwill
and exceptional items was primarily affected by a sharp decrease
at U.S. Foodservice and by advisory fees Business profitability
came under pressure in 2003 led by a sharp decrease at U.S.
Foodservice, and competitive pressure on U.S. and European retail
operations. Operating income before impairment and amortization of
goodwill and exceptional items in 2003 decreased to Euro 1,065
million compared to Euro 2,144 million in 2002. U.S. Foodservice
swung from a positive Euro 314 million of operating income before
impairment and amortization of goodwill and exceptional items in
2002 to a Euro 72 million loss in 2003 as the loss of leverage
with suppliers impacted gross margins and increased operating
costs, resulting from the repercussions from accounting
irregularities announced and investigations conducted in 2003.
Operating expenses also increased in large part as a result of
additional audit, legal, consultancy fees and other costs
primarily in connection with the forensic accounting and legal
investigations and the audit of the 2002 financial statements
(approximately Euro 170 million).

Operating income in line with expectations including minor
impairment charges Operating income improved to Euro 718 million
compared to Euro 239 million in 2002 which was in line with
expectations. This was mainly due to a more than Euro 1.2 billion
drop in the level of goodwill impairment charges compared to 2002,
and also from lower exceptional items.

        Goodwill amortization

Goodwill amortization in 2003 amounted to Euro 166 million, a
decrease of 34.1% compared to 2002. This decrease was primarily
due to lower goodwill balances at year-end 2002 resulting from the
goodwill impairment charges recorded in 2002 and to the lower
average currency exchange rate of the U.S. Dollar against the
Euro.

        Goodwill impairment

Goodwill impairment charges decreased from Euro 1,281 million in
full year 2002 to Euro 45 million in full year 2003.

Exceptional items: mostly non cash items with no impact on equity
A loss of Euro 136 million was recorded in 2003 compared to an
exceptional loss of Euro 372 million in 2002. The 2003 exceptional
items mainly related to the divestment of foreign subsidiaries,
principally Ahold's Chilean and Malaysian operations. Of these
exceptional items, Euro 96 million related to the recognition of
accumulated foreign currency translation adjustments in the
statement of operations and Euro 44 million to the reversal of
part of the goodwill, both of which had previously been charged to
shareholders' equity. These exceptional items were non-cash and
had no impact on the overall level of shareholders' equity.
Exchange rate differences related to the translation of the
financial statements of a foreign subsidiary into Euros are
recorded directly in shareholders' equity. When these exchange
rate differences are realized upon the sale of the relevant
foreign subsidiary, the cumulative foreign currency translation
adjustments are recognized in the statement of operations. Under
Dutch GAAP, goodwill previously deducted directly from
shareholders' equity upon the acquisition of the subsidiary has to
be reclassified pro-rata to the statement of operations if the
subsidiary is sold within six years of the initial acquisition.
The exceptional loss in 2002 was caused by the default by Velox
Retail Holdings, Ahold's former joint venture partner, on bank
debt that Ahold had guaranteed.

        Net loss

        Break-even result

Ahold closed 2003 with a small net loss of Euro 1 million,
compared to a net loss of Euro 1.2 billion in 2002 under Dutch
GAAP. This was primarily caused by the significant reduction in
goodwill impairment charges and by the lower amount of exceptional
items as mentioned above.

The company reported an operating loss at U.S. Foodservice as well
as lower operating income at a number of other business segments
and at corporate the company had significantly higher audit,
legal, consultancy and banking fees as well as other costs. The
weakening of the U.S. Dollar against the Euro also had a negative
impact on net income.

Net financial expense includes substantial banking fees for the
2003 credit facility

Net financial expense, which comprises net interest expenses,
gains and losses on foreign exchange and other financial income
and expense, was Euro 938 million in 2003 compared to Euro 1.0
billion in 2002. Net interest expenses in 2003 amounted to Euro
952 million, an increase of 0.8% compared to 2002. Excluding the
impact of currency exchange rates, net interest expenses would
have increased by 14.4%. This increase was primarily caused by
banking fees under the credit facilities entered into in March and
December 2003 and fees in connection with the extension and
amendment of accounts receivable securitization programs at U.S.
Foodservice, as well as the higher applicable borrowing rate under
the March 2003 credit facility compared with the previous credit
facility. These fees amounted to a total of approximately Euro 80
million.

The March 2003 credit facility was cancelled and repaid in
December 2003, and the company does not expect to draw on the new
December 2003 credit facility (other than for letters of credit)
during 2004 and beyond.

The gain on foreign exchange in 2003 amounted to Euro 14 million
and mainly related to the positive impact of the revaluation of
the Argentine Peso on U.S. Dollar-denominated debt in Argentina.
In 2002, a foreign exchange loss of Euro 50 million was incurred
mainly related to the negative impact of the devaluation of the
Argentine Peso on U.S. Dollar-denominated debt and inflation
adjustment losses related to Argentine Peso-denominated debt in
Argentina.

Income taxes benefit from release of provisions The effective
income tax rate, excluding the impact of non-tax-deductible
impairment and amortization of goodwill and exceptional items,
decreased to 0.9% in 2003 compared to 36.8% in 2002.

        Tax Information


Apart from the impact of the different geographic mix of income,
the
substantial reduction of income taxes was caused by:

-- Release of tax provisions due to the partial closure of the
    1999 - 2001 U.S. tax audit;
-- Release of tax provisions due to the closure of a large
    1997 - 2002 Dutch tax audit;
-- Tax deductible losses as a result of Asian divestments.

Share in income (loss) of joint ventures and equity investees
Share in income of joint ventures and equity investees in 2003
amounted to Euro 161 million compared to a loss of Euro 38 million
in 2002, with 2003 benefiting from a sale and leaseback gain at
ICA while 2002 included losses at DAIH which was consolidated as
of the third quarter of 2002.

        US GAAP

        US GAAP result

Net loss in accordance with US GAAP decreased from Euro 4.3
billion in 2002 to a net loss of Euro 747 million in 2003.

        US GAAP reconciliation

The difference between US GAAP and Dutch GAAP of Euro 746 million
was mainly caused by the different treatment under US GAAP of
assets held for sale (Euro 506 million), and the cumulative effect
of the change in accounting principles for certain consideration
from vendors (Euro 100 million). Both are non-cash items.

Under US GAAP if the expectation is that, more likely than not, an
asset will be sold before the end of its estimated useful life, an
impairment analysis should be performed. Since it was also
concluded that these assets are held for sale, in this impairment
analysis the carrying value includes the unrealized cumulative
translation adjustment of Euro 582 million, that was previously
accounted for in shareholders equity.

During 2003 EITF 02-16 "Accounting by a Customer (Including a
Reseller) for certain Consideration Received from a Vendor" was
adopted for both Dutch and US GAAP. Under Dutch GAAP the
cumulative effect adjustment of Euro 100 million was recorded in
opening equity, under US GAAP, in accordance with APB Opinion 20,
the amount of the cumulative effect was included in the income
statement.

The full reconciliation of net income in accordance with Dutch
GAAP to net income in accordance with US GAAP can be found in
Annex C.

        Improved Balance Sheet

Ahold closed 2003 with a much improved balance sheet, with net
debt reduced by Euro 4.8 billion. The Euro 2.9 billion rights
offering, completed in December, was critical to putting the
company on a stronger financial footing. Ahold's financial
position also benefited significantly from initiatives to improve
cash flow from the business as the working capital improvement
program continued to yield positive results, capital expenditures
were significantly reduced from 2002 and Ahold completed its first
divestments.

        Balance sheet total

Balance sheet total is reduced, reflecting reduced capex, improved
working capital and divestments The company has significantly
strengthened the balance sheet by increasing equity by Euro 2.2
billion. The company was able to repay its 3% convertible notes of
Euro 678 million in September from the cash flow before financing
activities. A major event of 2003 was the rights issue, which
enabled the company to repay the March 2003 credit facility in
December and left the company in a strong liquidity position at
year end.

The total balance sheet decreased by Euro 1,339 million as a
result of lower fixed assets and improved working capital. In 2003
the company selectively invested in the key operating companies in
such a way that the overall capital expenditure was lower than
depreciation. The balance sheet total was also impacted by the
lower U.S. Dollar rate. The cash impact of working capital
improvement in 2003 amounted to Euro 446 million compared to Euro
107 million in 2002 and was the result of negotiating better
accounts payable terms in Europe and managing the inventory levels
at U.S. Foodservice.

        Equity

Equity increased by Euro 2.2 billion The positive liquidity impact
from the rights issue was approximately Euro 2.9 billion. This was
however off-set by a negative currency impact and other changes of
Euro 666 million and an opening balance adjustment of Euro 100
million net of tax resulting from the adoption of EITF 02-16, as
outlined in Annex D.

        Net debt

Net debt reduced substantially by Euro 4.8 billion

Net debt is substantially impacted by the lower U.S. Dollar to
Euro exchange rate.

In the fourth quarter Ahold was in compliance with the financial
ratios of the covenant of the December 2003 Credit Facility. The
ratios consist of Net Debt / EBITDA and EBITDA / net interest
expenses.

        Improved cash flow before financing activities

Ahold generated nearly Euro 1.5 billion in net cash flow before
financing activities in 2003, underscoring control over capital
expenditures, the continued success of working capital
initiatives, initial divestments proceeds and curtailing of
acquisitions.

Net cash before financing activities Net cash flow before
financing activities in 2003 increased to Euro 1,461 million
compared to a net cash outflow of Euro 107 million in 2002. This
increase was including the result of lower net cash outflow
related to investing activities of Euro 2,145 million.

Net cash from operating activities: working capital improvements
offset by lower operating income before impairment and
amortization of goodwill and exceptional items Changes in working
capital resulted in a cash inflow of Euro 446 million in 2003
mainly due to lower inventory levels at all operating companies,
primarily at U.S. Foodservice as a result of focusing on
controlling inventory levels and purchases from vendors. Net cash
from operating activities in 2003 decreased by Euro 577 million
compared to 2002, mainly as a consequence of lower operating
income before impairment and amortization of goodwill and
exceptional items at U.S. Foodservice and the fees paid to
auditors, lawyers, consultants and other costs of approximately
Euro 170 million.

Net cash from investing activities: lower capital expenditures and
acquisitions curtailed Net cash used in investing activities was
reduced by Euro 2.1 billion primarily as a result of a reduction
in investments in tangible fixed assets of Euro 822 million to
Euro 1,183 million in 2003 compared to Euro 2,005 million in 2002.
Acquisitions of group companies were limited to Euro 58 million,
related to the acquisition of some stores at Stop & Shop, compared
to Euro 977 million in 2002. Divestments of tangible and
intangible fixed assets amounted to Euro 555 million in the full
year 2003 compared to Euro 590 million in 2002. Divestments of
subsidiaries contributed an additional Euro 284 million.

Net cash from financing activities: rights issue and debt
repayment Net cash from financing activities amounted to Euro
1,065 million. This is mainly the result of the proceeds of the
shares issue of Euro 2.9 billion. In 2003 the company, among other
things, repaid the 3% convertible notes of Euro 678 million from
its net operating cash flow in September and further repaid the
March 2003 credit facility in December.

        Segment Information

        Retail Trade - United States

Full Year 2003: Performance Powered by Stop & Shop and Giant-
Carlisle Net sales in the U.S. retail trade operations in 2003
increased by 2.7% in U.S. Dollars compared to 2002. Identical
sales in U.S. Dollars increased 0.1% and comparable sales in U.S.
Dollars increased by 0.9% in 2003 compared to 2002. Stop & Shop
and Giant-Carlisle showed strong U.S. Dollar net sales, resulting
from comparable store gains, as well as from the opening of
stores. Net sales in 2003 were impacted by heightened competition
and competitive store openings, particularly in the southeastern
United States.

Operating income before impairment and amortization of goodwill
and exceptional items in the U.S. retail trade business in U.S.
Dollars decreased by 10.7% compared to 2002. Operating expenses in
the U.S. retail trade business in 2003 were affected by higher
administrative expenses and pension expenses, as well as continued
rising health care costs.

Operating income in U.S. Dollars was relatively flat in 2003 when
compared to 2002.

Fourth Quarter 2003: Impact of impairment, additional expenses and
intense competition Net sales in U.S. Dollars in the U.S. retail
trade business increased 0.8% compared to the fourth quarter of
2002. Identical sales in U.S. Dollar declined 0.1% for the U.S.
retail trade operations, while both Stop & Shop and Giant-Carlisle
showed identical sales growth. Comparable sales increased 0.6% in
the fourth quarter of 2003.

Operating income before impairment and amortization of goodwill
and exceptional items in U.S. Dollars in the fourth quarter of
2003 decreased by 21.9%. Stop & Shop continued its strong
performance during the quarter, while Giant-Landover reported a
decrease due to heightened competitive activity including pressure
from alternative formats.

Operating income before impairment and amortization of goodwill
and exceptional items at Other USA Retail was significantly
impacted by impairment charges relating to long-lived assets of
USD 30 million, mainly at Tops, compared to USD 13 million in the
fourth quarter of 2002. Also, Other USA Retail was adversely
affected in the fourth quarter of 2003 by the intense competition
and increased promotional activity, primarily in the southeast.

Operating income in U.S. Dollars in the fourth quarter of 2003
increased 33.7% mainly as a result of non-recurring goodwill
impairment charges in the fourth quarter of 2002.

        Retail Trade - Europe

Full Year 2003: Competitive pressure in most markets Net sales in
the Europe retail operations increased 0.9% compared to 2002.
Excluding currency impact in Central Europe, the increase of the
net sales in the Europe retail operations would have been 1.7%.
Net sales at Albert Heijn in 2003 declined by 1.7% compared to
2002. Identical sales at Albert Heijn in 2003 declined by 2.7%
primarily due to lower consumer spending and a negative market
sentiment towards Albert Heijn. As a result, Albert Heijn
introduced its price repositioning strategy in October 2003 and
regained market share in the fourth quarter. Net sales at other
Europe retail trade operations in 2003 increased by 2.9% compared
to 2002, primarily due to strong net sales growth at Schuitema and
an increase in net sales in Central Europe and Spain. The increase
in net sales was marginally offset by the divestments of Ahold's
specialty stores (Jamin and De Tuinen) in The Netherlands, which
were completed in the second quarter of 2003. In Central Europe
and Spain, net sales increased due to the opening of new stores.
Net sales in Central Europe, however, were negatively impacted by
currency exchange rates, deflation and the sale of two
hypermarkets in Poland.

Operating income before impairment and amortization of goodwill
and exceptional items in the Europe retail trade operations
decreased 28.4% primarily due to lower operating income at Albert
Heijn. This was principally caused by lower net sales during the
first three quarters, lower gross margins due to the price
repositioning strategy and costs relating to its restructuring
program.

Operating income before impairment and amortization of goodwill
and exceptional items at other Europe retail trade operations in
2003 decreased compared to 2002 mainly as a result of increased
costs related to new stores and lower real estate gains. The
operating income before impairment and amortization of goodwill
and exceptional items in Spain was at the same level as in 2002.

Operating income returned from a loss of Euro 654 million in 2002
to a profit of Euro 188 million in 2003 because of the significant
decrease in goodwill impairment charges in 2003 compared to 2002.

Fourth Quarter 2003: Albert Heijn price repositioning strategy
leads to market share gains Net sales in the fourth quarter of
2003 slightly decreased by 0.5% and 0.7% if excluding currency
impact. Albert Heijn recovered market share but reported lower net
sales. Identical sales fell 1.5% in the fourth quarter in 2003.
The lower net sales at other Europe retail trade operations were
the result of lower net sales in Spain.

Operating income before impairment and amortization of goodwill
and exceptional items decreased in 2003 by 32.9% compared to 2002.
Operating income before impairment and amortization of goodwill
and exceptional items at Albert Heijn in the fourth quarter of
2003 decreased compared to the same period in 2002. The decrease
was primarily due to lower net sales and gross margins partially
offset by lower operating expenses. The price repositioning
strategy resulted in Albert Heijn regaining market share in the
fourth quarter.

Operating income before impairment and amortization of goodwill
and exceptional items at other Europe retail trade operations
decreased in the fourth quarter of 2003, compared to the fourth
quarter of 2002. This decrease was primarily due to an operating
loss at Schuitema as a result of, amongst others, fixed asset
impairments.

In Central Europe, the company reported operating income before
impairment amortization of goodwill and exceptional items turning
to a positive result, since no further impairment on long-lived
assets was needed. Spain reported a lower operating loss before
impairment and goodwill amortization of goodwill and exceptional
items in the fourth quarter of 2003 primarily due to lower
impairments on long-lived assets.

Operating income in the fourth quarter of 2003 increased from a
loss of Euro 820 million to a profit of Euro 44 million primarily
because of the significant decline of goodwill impairment charges
in 2003 compared to 2002.

        Foodservice

        Foodservice - United States

Full Year 2003: Sharp loss of profitability at U.S. Foodservice
Net sales at U.S. Foodservice increased by USD 402 million, or
2.3%, in 2003 compared to net sales in 2002. The acquisition of
Allen Foods in December 2002, and certain assets of Lady Baltimore
in September 2002, contributed approximately 1.3% of the net sales
growth. Excluding acquisitions and the increase in food price
inflation as estimated by the company, net sales would have
slightly declined in 2003.

An operating loss before impairment and amortization of goodwill
and exceptional items of USD 74 million was incurred in 2003
compared to income of USD 292 million in 2002. This was primarily
due to U.S. Foodservice experiencing a weakening of its
procurement leverage as vendors raised prices and shortened
payment terms, largely related to irregularities announced and
investigations conducted in 2003. U.S. Foodservice also
experienced higher operating costs. Operating loss was in line
with the operating loss before impairment and amortization of
goodwill and exceptional items since the goodwill amortization was
at the same level in 2003 as in 2002.

Foodservice - Europe: Economic pressures Net sales at the Deli XL
food service operations, located in The Netherlands and Belgium,
in 2003 decreased by 3.8% compared to 2002. This decrease was
primarily due to continuing unfavorable market conditions. As a
result operating income at the European food service operations in
2003 decreased by 25.0% compared to 2002.

        Fourth Quarter 2003: strong sales

Net sales of U.S. Foodservice in U.S. Dollars in the fourth
quarter increased by 6.0%.

Operating income before impairment and amortization of goodwill
and exceptional items of U.S. Foodservice in the fourth quarter of
2003 benefited significantly from the release of previously, in
2003, accrued employee benefits.

        Other Business Areas: Divestment program underway

        Retail Trade - South America

Net sales in the South America retail trade operations in 2003
increased by 3.5% compared to 2002. This increase was mainly due
to the full-year consolidation in 2003 of Disco, which began to be
consolidated in the second quarter of 2002. This increase was
partially offset by the impact of the divestment of Santa Isabel's
Chilean and, to a lesser extent, Paraguayan and Peruvian
operations in July, September and December 2003, respectively.

The operating loss before impairment and amortization of goodwill
and exceptional items in 2003 was the result of the general
economic depression in South America and vendors' reaction to the
announcements of Ahold's divestments in the region.

        Retail Trade - Asia Pacific

Net sales in the Asia Pacific retail trade operations in 2003
amounted to Euro 364 million, a decrease of 20.5% compared to
2002. This decrease was primarily due to the divestment of our
operations in Malaysia and Indonesia completed in September 2003
and a decline in net sales in Thailand of 6.9% fully due to a
currency exchange rate impact of the Thai Baht compared to the
Euro.

Operating loss before impairment and amortization of goodwill and
exceptional items in the Asia Pacific retail trade operations in
2003 amounted to Euro 16 million, compared to an operating loss of
Euro 31 million in full year 2002. This was primarily due to the
divestment of operations in Malaysia and Indonesia, as well as
performance improvement in Thailand.

        Other Activities

Other activities mainly include operations of three real estate
companies which acquire, develop and manage store locations in
Europe and the United States and corporate overhead costs of the
Ahold parent company.

The operating loss before impairment and amortization of goodwill
and exceptional items in 2003 partially reflected corporate costs
of Euro 263 million compared to Euro 33 million in 2002. The
higher corporate costs in 2003 were mainly caused by the
significant costs incurred in connection with the forensic
accounting and legal investigations, ongoing litigation, ongoing
government and regulatory investigations and higher audit fees in
connection with the audit of the 2002 financial statements
(approximately Euro 130 million). Furthermore, corporate costs
increased as a result of an additional contribution to the loss
reserve of the self insurance program in the U.S. (Euro 45
million). Gains from the sale of real estate included in other
activities were at the same level in 2003 compared to 2002.

Operating loss of the total other business areas decreased from a
loss of Euro 678 million in 2002 to a loss of Euro 422 million in
2003. The exceptional items were reduced from Euro 372 million in
2002 to Euro 136 million in 2003. The exceptional loss in 2003
relates primarily to the losses of the Chilean and Malaysian
divestments, with regards to the foreign currency translation
adjustment and goodwill reversals which do not impact equity.
Goodwill impairment reduced from Euro 271 million in 2002 to Euro
42 million in 2003.

Share in Income (Loss) of Joint Ventures and Equity Investees

The share in income of joint ventures and equity investees in 2003
amounted to Euro 161 million, compared to a loss of Euro 38
million in 2002. This was primarily caused by the inclusion in
this line item for 2002 of a Euro 126 million loss at DAIH, until
it began to be consolidated beginning in the third quarter of
2002. The share in income of ICA, included in European joint
ventures, increased considerably in 2003 mainly as a result of a
gain related to the sale and leaseback of several distribution
centers.

The loss at DAIH reflected the losses incurred at Disco and Santa
Isabel during the period that they were not consolidated in the
financial statements. The loss at DAIH was mainly caused by the
negative impact of the devaluation of the Argentine Peso on U.S.
Dollar-denominated debt.

        2004: A Year of Transition

        General

2004 will be a year focused on continued efforts to strengthen the
organization, and restructure and integrate the businesses in
order to build a solid platform for future growth and
profitability. Management will concentrate on achieving the
previously announced Road to Recovery performance objectives for
2005 and beyond.

Ahold will continue to strengthen and improve its internal
controls and corporate governance, as well as solidify compliance
with the regulatory environment in 2004. All of these changes are
important cornerstones of our Road to Recovery strategy. They will
require considerable resources and effort from our operations and
corporate support office in 2004.

Retail operations will continue to face increased competition and
price pressure. On the other hand, Ahold expects healthy sales
development in the foodservice sector.

        US retail

Net sales growth in U.S. retail operations in 2004 is expected to
be only modest as a result of continued competitive pressure. One
of the key efforts in the U.S. for 2004 will be the integration of
Stop & Shop and Giant-Landover, which will improve the long-term
competitiveness and cost-effectiveness of these brands. This
integration will require an initial investment during 2004, but
will result in significant benefits in 2005 and beyond. At Tops we
continue to focus on repositioning its 'go to market strategy' and
improving its operational performance. The intended divestment in
2004 of BI-LO/Bruno's is expected to negatively impact net sales
in 2004.

        Europe retail

Ahold expects net sales in its Europe retail operations to
increase in 2004 in a generally tough environment with weak
economies, consumer focus on price, and increased competition.
There will be a continued focus on efficiency and competitiveness
in Europe. The planned divestment of our Spanish operations in
2004 will reduce European net sales.

        Foodservice

Market conditions, in particular in the U.S., are expected to be
favorable for the foodservice industry. However, increasing fuel
costs and food commodity prices may have a negative effect on
industry pricing and competitiveness. It is possible that net
sales may experience a small reduction in 2004 at U.S.
Foodservice, as a result of an effect of improved customer mix
specifically related to certain national accounts. Operating
income before impairment and amortization of goodwill and
exceptional items is expected to be positive for 2004 and exceed
the level of 2002, no later than 2006.

Capital expenditures and working capital Capital expenditures will
continue to be made strategically and will increase from the low
levels of 2003 to approximately depreciation level. Investments
will be focused on the growth of our food retail business.
Initiatives to improve working capital started in 2003 and will be
continued with expected further improvements in 2004. Net cash
from operations is expected to improve.

        Finance and Tax

Further reduction of net finance expense in 2004 is expected as a
result of lower fees for our new credit facility and lower net
interest expenses due to the continued reduction of net debt.
Ahold expects its tax position to normalize during 2004, with a
rate marginally above 30%.

        Net Debt

The continued recovery and development of our operations together
with the on-going divestment program is expected to lead to
further reductions of net debt (excluding currency impact) in line
with our objectives to reach investment grade profile by the end
of 2005.

        Divestments and Other Issues

The clearly improved financial position and liquidity gives us the
platform to manage our divestment in an orderly fashion, i.e. no
need for 'fire-sales'. The company plans to have divested its
remaining operations in South America and Spain, as well as BI-
LO/Bruno's and the remaining convenience stores at Tops in the
United States, by the end of 2004. As announced in March 2004,
Ahold completed the divestment of its stake in CRC Ahold in
Thailand, and thus its exit from the Asia Pacific region.

However, exceptional items are expected upon completion of the
divestitures of certain South American operations as well as the
divestment of BI-LO/Bruno's. The completion of these divestitures
will lead to the recognition of accumulated foreign currency
translation adjustments (CTA) in the statement of operations as
well as in some cases the reversal of goodwill, both previously
charged to shareholders' equity. The cumulative exchange rate
differences charged to shareholders' equity for these operations
at the beginning of 2004 amounted to Euro 648 million. The
aggregate amount of goodwill that would have been required to be
reversed if these operations had been divested at the beginning of
2004 would have been Euro 309 million. The net consequence of this
is a significant exceptional loss in our statement of operations
with an identical positive adjustment to net equity. These likely
exceptional items will have a significant impact on net income,
but no net impact on equity and are non-cash items.

Operating expenses in 2004 will also be significantly impacted by
a number of factors, in particular costs related to the ongoing
legal proceedings and governmental and regulatory investigations,
including possible fines or judgements that may be levied or
awarded. Initiatives underway to enable the company to begin
reporting under International Financial Reporting Standards, as
required for 2005, and ongoing work to comply with the internal
controls requirements of Section 404 of the U.S. Sarbanes-Oxley
Act, required to be completed by the end of fiscal year 2005, will
also have an impact.

In summary, 2004 will be a year of execution and transition for
Ahold and has to be seen as an important step on its Road to
Recovery, which is well on track for continued progress beyond
2004.

                         *    *    *

As previously reported, Fitch Ratings, the international rating
agency, assigned Netherlands-based food retailer Koninklijke Ahold
NV a Stable Rating Outlook while removing it from Rating Watch
Negative.  At the same time, the agency affirmed Ahold's Senior
Unsecured rating at 'BB-' (a speculative rating indicating that
there is a possibility of credit risk developing, particularly as
the result of adverse economic change over time; however, Fitch
says, business or financial alternatives may be available to allow
financial commitments to be met) and its Short-term rating at 'B'
(Fitch's speculative rating, indicating minimal capacity for
timely payment of financial commitments, plus vulnerability to
near-term adverse changes in financial and economic conditions).

The Stable Outlook reflects the benefits from the shareholder
approval, granted on Wednesday, for a fully underwritten
EUR3billion rights issue.  Ahold however continues to face
financial and operational difficulties which have been reflected
in the Q303 results. Ahold announced in early November its
strategy for reducing debt through its EUR3bn rights issue and
EUR2.5bn of asset disposals as well as improving the trading
performance of its core retail and foodservice businesses. Whilst
the approved rights issue addresses immediate liquidity concerns,
operationally, the news is less positive with Ahold's core Dutch
and US retail operations both suffering from increased
competition, mainly from discounters, resulting in operating
profit margin erosion. Ahold's European flagship operation, the
Albert Heijn supermarket chain in the Netherlands, recently
reported both declining sales and profits, as consumers turn to
discount retailers. In reaction to this, Albert Heijn, has amended
its pricing structure which in turn would suggest that it will be
more challenging in the future to match historic operating margin
levels.


AMERICAN SPORTS: Brings-In TRG Inc. as Financial Advisor
--------------------------------------------------------
American Sports International, Ltd., sought and obtained
permission from the U.S. Bankruptcy Court for the Northern
District of Georgia, Rome Division, to employ and retain TRG,
Inc., as their crisis manager and financial advisor in its Chapter
11 proceeding.

TRG will provide:

   a) financial analysis of the Debtors' current and potential
      profitability, ongoing cash requirements and break-even
      levels;

   b) assistance in the Debtors' relationship with their lenders
      and creditors;

   c) general financial advice as it pertains to the Debtors'
      proceeding as contemplated herein; and

   d) any and all matters associated with this assignment.

Michael J. Epstein reports that TRG will charge its hourly billing
rates, which range from:

      Staff Classification    Billing Rate
      --------------------    ------------
      Principal               $425 - $475 per hour
      Managing Director       $350 - $395 per hour
      Director                $250 - $325 per hour
      Consultant              $175 - $250 per hour
      Analyst                 $110 - $175 per hour

Headquartered in Jefferson, Iowa, American Sports International,
Ltd. -- http://www.americanathletic.com/--  offers a variety of  
products including gymnastics apparatus, athletic mats, custom
padding, basketball equipment, volleyball equipment, and divider
curtains.  The Company filed for chapter 11 protection on March
17, 2004 (Bankr. N.D. Ga. Case No. 04-41108).  Jason H. Watson,
Esq., John C. Weitnauer, Esq., and Troy J. Aramburu, Esq., at
Alston & Bird LLP represent the Debtors in their restructuring
efforts.  When the Company filed for protection from their
creditors, they listed both estimated debts and assets of over $10
million.


AURORA FOODS: Miller Buckfire Asks $6 Million Compensation
----------------------------------------------------------
Miller Buckfire Lewis Ying & Co., LLC asks Judge Walrath to allow:

   -- $6,600,000 as compensation for services rendered from
      December 8, 2003 through March 19, 2004; and

   -- $21,615 as expense reimbursement.  

The firm also asks the Court to direct the Aurora Foods Debtors to
pay Miller Buckfire all allowed and unpaid fees and expenses
totaling $1,271,615, which represents $1,250,000 in fees and
$21,614.72 in expenses.

Miller Buckfire seeks compensation for these professionals who
devoted a total of 346 hours:

   Professional             Title           Hours Worked
   ------------             -----           ------------
   David Ying          Managing Director        45.9
   Derex Walker        Principal               145.8
   Roopesh Shah        Principal                33.9
   Jared Golub         Associate                63.0
   Sheetal Acherekar   Analyst                  57.4
                                               -----
                                                 346

According to Miller Buckfire Principal Derek Walker, the 346
hours were devoted to these projects:

           Project                   Hours Worked
           -------                   ------------
           Case Administration          119.2
           MBLY Retention Issues         46.9
           Travel                        28.5
           Due Diligence                  4.5
           Restructuring Plan           102.0
           Business Plan & Strategy       0.4
           Expert Testimony              38.5
           Officer & Director Issues      3.0
           Creditor Contacts              2.5
           Employee Severance and
           Retention                      0.5
                                       ------
                                        346.0

The firm's out-of-pocket expenses are itemized as:

           Expenses                    Amount
           --------                    ------
           Travel                      $552.20
           Hotel                      1,686.70
           Meals                        713.08
           Car Service/Taxi           2,311.63
           Telephone                  1,109.09
           Messenger                     42.00
           Research                   3,003.99
           Presentation Support       1,674.53
           Legal                     10,521.50
                                     ---------
                                    $21,614.72

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)   


B&G FOODS: S&P Places B-Level Credit Rating on Watch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
diversified food products company B&G Foods Inc., including its
'B+' corporate credit rating, on CreditWatch with negative
implications. Negative implications means that the ratings could
be lowered or affirmed following Standard & Poor's review.

The CreditWatch placement follows the recent S-1 filing by B&G
Foods stating that it plans to issue Enhanced Income Securities
(EIS), which comprise class A common stock and senior subordinated
notes.

"Based on its preliminary review, Standard & Poor's believes that
the EIS structure, in general, exhibits a more aggressive
financial policy for B&G Foods than that currently factored into
the rating," said Standard & Poor's credit analyst Ronald
Neysmith. Though the amount of debt outstanding would change
little after the EIS offering, B&G Foods will have significantly
reduced its financial flexibility given the anticipated high
dividend payout rate. As a result, the structure limits the
company's ability to withstand potential operating challenges and
also reduces the likelihood for future deleveraging.

A further risk is that the debt portion of the EIS may not be
treated as debt for U.S. federal income tax purposes by the IRS.
If all or part of the subordinated notes are treated as equity
rather than debt, then the interest on the subordinated notes will
not be deductible by B&G Foods. This could make the EIS securities
uneconomic and expose the company to refinancing risk and a claw-
back of previous years' liability (there is generally a three-year
limit on such a claw-back).

Following the completion of the Securities & Exchange Commission's
review, Standard & Poor's will resolve its CreditWatch.

B&G is a manufacturer, marketer, and distributor of a diversified
portfolio of food products, including branded pickles, peppers,
taco shells, salsa, hot sauces, maple syrup, salad dressing, and
other specialty food products. B&G's acquisition strategy includes
buying solid niche brands that possess either No. 1 or No. 2
positions within their categories.


BIDDLE-ASHLAND: Gets OK to Employ Heneson as Bankruptcy Counsel
---------------------------------------------------------------
Biddle-Ashland I, LLC sought and obtained approval from the U.S.
Bankruptcy Court for the District of Maryland, Baltimore Division,
to employ Howard M. Heneson, Esq., and his law firm, as their
attorneys.

The Debtor selected Mr. Heneson because of his experience in
bankruptcy and reorganization matters.  

As Counsel, Mr. Heneson will:

   a) investigate and advise the Debtor with regard to its
      rights in this bankruptcy proceeding;

   b) represent the Debtor's interests in this Bankruptcy
      proceedings;

   c) investigate and advise the Debtor as to the potential ways
      to reorganize the Debtor's affairs and attempt, if
      appropriate, to discover potential assets in this
      proceeding; and

   d) do all of those duties appropriate to representing the
      Debtor in this proceeding.
      
Prior to this engagement, the Debtor consulted with Mr. Heneson
and paid a $2,000 retainer on March 26, 2004.  For postpetition
services, Mr. Heneson will receive a $10,000 retainer.

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.


BRIDGEPORT METAL: Section 341(a) Meeting Slated for May 3, 2004
---------------------------------------------------------------
The United States Trustee will convene a meeting of Bridgeport
Metal Goods Manufacturing Co.'s creditors at 11:00 a.m., on May 3,
2004 in the Bankruptcy Meeting Room at One Century Tower, 265
Church Street, Suite 1104, New Haven, Connecticut 06510-7017. 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 Bridgeport, Connecticut, Bridgeport Metal Goods
Manufacturing Co. -- http://www.bmgmfg.com/-- is engaged in the  
business of manufacturing, decorating and assembling plastic
cosmetic containers and packaging products.  The Company filed for
chapter 11 protection on March 30, 2004 (Bankr. D. Conn. Case No.
04-50412).  Irve J. Goldman, Esq., and Jessica Grossarth, Esq., at
Pullman & Comley represent the Debtor in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed both estimated debts and assets of over $10
million.


CABLE DESIGN: S&P Lowers Corporate Credit Rating to BB-
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its 'BB' corporate
credit rating on Cable Design Technologies Corp. (to be renamed
Belden CDT Inc. following the completion of the proposed merger
with St. Louis, Missouri-based Belden Inc.) to 'BB-', and lowered
its subordinated debt rating on $110 million of convertible notes
of Cable Design Technologies to 'B' from 'B+'. At the same
time, Standard & Poor's removed its ratings on CDT from
CreditWatch, where they were placed on Feb. 5, 2004, after
announcement of the merger. The outlook is stable.

"The newly merged company will have annual revenues of
approximately $1 billion and significant market positions in both
data networking cables and connectivity products, used in
communications and computer networks, and in specialty electronic
wire and cable products," said Standard & Poor's credit analyst
Joshua Davis. In tandem with the merger, Belden will sell portions
of its North American copper telecommunications wire business to
Superior Essex Inc. for $95 million of cash. Belden CDT will
have approximately $316 million of funded debt outstanding at the
close of the merger.

The ratings on Belden CDT reflect the company's participation in
highly competitive, cyclical and low-return wire and cable
markets, partially offset by solid positions in segments of the
relatively more value-added specialty electronic wire segments,
greater scale and broader market presence following the merger and
a moderate financial profile for the rating.

Belden CDT's position in specialty electronic wire and cable,
which is expected to account for 60% of the company's revenues,
provides ratings support. The company's presence across a range of
specialty product lines, including aerospace/aviation,
automobiles, broadcast/entertainment, and safety and security,
provide relatively stable revenues and profitability, with EBITDA
margins exceeding 10%. Risks in this segment are concentrated
in Belden CDT's European operations, some of which do not enjoy
the same market position and profitability as the company's North
American businesses. Furthermore, both the specialty and
networking segments are at risk from rising materials costs,
particularly copper, which have experienced sharp price increases
over the past year.


CALPINE: First Quarter 2004 Earnings Conference Call is on May 6
----------------------------------------------------------------    
Calpine Corporation (NYSE: CPN), a leading North American power
company, will announce its first quarter 2004 financial results on
May 6, 2004.

The company has scheduled a conference call to discuss its
financial and operating results for the three months ended
March 31, 2004.  The call will take place on Thursday,
May 6, 2004, at 8:30 a.m. PDT, and can be accessed via a web cast
on Calpine's Investor Relations page, http://www.calpine.com/or  
by dialing 1-888-603-6685 (706-634-1265 for international callers)
at least five minutes before the start of the call.  A replay and
transcript of the conference call will be available for 30 days on
Calpine's Investor Relations page at http://www.calpine.com/

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


CANADA PAYPHONE: Intends to File BIA Plan Proposal on May 7, 2004
-----------------------------------------------------------------
Subsequent to a Press Release dated April 8, 2004, announcing the
decision to file a Notice of Intention to make a proposal for the
benefit of its creditors under the Bankruptcy and Insolvency
Act (Canada) and to appoint Appel & Co. Inc., member of Horwath
International, as trustee, Canada Payphone Corporation is
confirming receipt of the accepted "Notice of Intention to file a
proposal" and that such application dated April 08, 2004, has been
received from the office of the Superintendent of Bankruptcy
granting the Company protection.

Unless an extension is required, the Company will file its
restructuring plan proposal no later then May 7, 2004, and a
creditors meeting will be scheduled within 21 days of the filing
of the proposal. The effect of the restructuring plan on the
existing shareholders is uncertain at this time.

Canada Payphone Corporation is listed on the TSX Venture Exchange
and is listed as CPY.


COLE NATIONAL: S&P Revises CreditWatch Implications to Developing
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch
implications on the ratings for Cole National Group Inc.
(including the 'BB-' corporate credit rating) to developing from
positive. The CreditWatch revision follows the announcement that
Cole National Corp., the parent of Cole National Group, has
received an unsolicited acquisition offer from Moulin
International Holdings (unrated) to acquire Cole National for
about $450 million. About $275 million in rated debt is affected.
The proposal contemplates that HAL Holding N.V., which owns about
19.2% of Cole National's outstanding shares, will provide
substantial financing for the transaction, including the purchase
of certain assets of Cole National at the closing of the proposed
merger.

In January 2004, Cole National entered into a merger agreement
with Luxottica Group S.p.A. (unrated), under which Luxottica would
acquire the company for about $400 million. Luxottica has neither
amended nor removed its offer at the current time.

Standard & Poor's will monitor the developments of the proposed
offers. The CreditWatch listing reflects the possibility that
ratings could be raised or lowered based on the credit profile of
the acquiring company.


CONSECO INC: S&P Places Low-B & Junk Ratings on Watch Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' counterparty
credit, 'B-' senior debt, and 'CCC-' preferred stock ratings on
Conseco Inc. on CreditWatch with positive implications.

At the same time, Standard & Poor's placed its 'BB-' counterparty
credit ratings and financial strength ratings on Bankers Life &
Casualty Co., Colonial Penn Life Insurance Co., Conseco Insurance
Co., Conseco Health Insurance Co., Conseco Life Insurance Co., and
Conseco Life Insurance Co. of NY on CreditWatch with positive
implications.

"The CreditWatch reflects the expected issuance by Conseco Inc. of
$1 billion of new common equity by early May 2004," said Standard
& Poor's credit analyst Jon Reichert. Not affected by this
CreditWatch action are the ratings on Conseco Senior Health
Insurance Co., which remain on CreditWatch negative where they
were placed Nov. 19, 2003.

"Proceeds from the common equity issuance, in conjunction with
proceeds from an expected $500 million issuance of mandatory
convertible preferred stock and $900 million of new bank debt, are
expected to be used to refinance the existing $1.3 billion of
outstanding bank debt, redeem the outstanding $900 million of
convertible exchangeable preferred stock, and make a capital
contribution to the insurance subsidiaries," Mr. Reichert
added. "Because of this recapitalization, Conseco Inc. is expected
to have a capital structure with less onerous debt service
payments than currently exists, allowing for greater fixed-charge
coverage that should be supportive of higher ratings at the
holding company as well as at the insurance subsidiaries." If the
ratings are upgraded, it is expected that the senior debt rating
on Conseco Inc. will go no higher than 'BB-', the preferred stock
rating will go no higher than 'B-', and the financial strength
will go no higher than 'BB+'.

Assuming a successful recapitalization of the holding company, the
ratings constraint for Conseco will shift from being the holding
company's capital structure to being the insurance operations. At
this time, Standard & Poor's believes it is too early to consider
Conseco's insurance operations to be investment grade largely due
to the uncertainty regarding the company's future competitive
position. Although financial results have been generally positive
since Conseco Inc.'s emergence from bankruptcy in September 2003,
Standard & Poor's believes it will take an additional two to four
quarters of actual results to determine how effective management
has been at reattracting the independent agent force to sell
Conseco products, and if the products are priced appropriately to
deliver sufficient statutory earnings to generate the capital
needed to fund additional growth.


DESERT VIEW LLC: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Desert View, LLC
        1160 Paseo De Majescad
        Calexico, California 92231

Bankruptcy Case No.: 04-03291

Chapter 11 Petition Date: April 9, 2004

Court: Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtor's Counsel: James N. Maynard, Esq.
                  Law Offices of James N. Maynard
                  2683 Via De La Valle, Suite 326
                  Del Mar, CA 92014
                  Tel: 858-792-3789

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 5 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Gibson & Schaefer, Inc.       Trade                       $2,835

NationsRent                   Trade                       $1,592

Landmark                      Trade                         $792

BJ Engineering & Survey Inc.  Trade                         $600

I.V. Recycling, Inc.          Trade                         $192


ELITE MODEL: Carl Marks Capital to Sell 'Supermodel' Agency
-----------------------------------------------------------
Carl Marks Capital Advisors LLC, part of the 79-year-old merchant
bank Carl Marks & Co, has been retained to sell Elite Model
Management Corporation, the famous agency that created
"supermodels" in the '80s and '90s. Elite filed for Chapter 11
bankruptcy protection in February in the U.S. Bankruptcy Court for
the Southern District of New York.

John Casablancas opened the Elite Agency in Paris in 1972 and
Elite New York in 1974. The agency created the supermodel category
- and supermodels such as Cindy Crawford, Claudia Schiffer, Naomi
Campbell and Nastassja Kinkski - through its Elite Model System. A
number of current Hollywood actresses such as Brooke Shields, Demi
Moore and Cameron Diaz also started their careers at Elite.

"Though the agency has experienced recent financial difficulty, it
is a strong, prestigious brand," said CMCA partner Mark L.
Claster, "with representation throughout the United States in Los
Angles, Chicago, Atlanta and Miami in addition to New York. Our
extensive experience in helping to revitalize companies should be
particularly useful to Elite. The Carl Marks organization has also
been involved in more than 300 M&A transactions since the '60s -
experience we will apply to Elite."

Carl Marks Capital Advisors LLC focuses on offering sophisticated
financial advisory services to middle market companies. Carl Marks
Consulting Group LLC is a full-service advisory firm, dedicated to
helping businesses effectively manage change and strengthen their
organizations for long-term success. Both Carl Marks Capital
Advisors LLC and Carl Marks Consulting Group LLC are affiliates of
Carl Marks & Co, a leading merchant bank founded in 1925 in New
York.


EMAGIN CORPORATION: George Haywood Has 6.1% Equity Stake
--------------------------------------------------------
George W. Haywood beneficially owns 3,966,765(1) shares of eMagin
Corporation's common stock with sole voting and dispositive
powers.  The amount held represents 6.1% of the outstanding common
stock of eMagin.

(1) The amount shown above does not include an aggregate of
    3,203,187  shares of common stock  issuable upon exercise of
    warrants held by Mr. Haywood. Such warrants are not
    exercisable to the extent that after giving effect to such
    exercise Mr. Haywood would beneficially own more than 4.99% of
    the outstanding shares of common stock of eMagin Corporation.
    Accordingly, Mr. Haywood does not currently beneficially own
    the shares of common stock underlying such warrants.

eMagin is a developer and manufacturer of optical systems and
microdisplays for use in the electronics industry.  eMagin's
wholly-owned subsidiary, Virtual Vision Inc., develops and markets
microdisplay systems and optics technology for commercial,
industrial and military  applications.

The company's Dec. 31, 2003, balance sheet discloses a net capital
deficiency of about $4.7 million.  


ENRON CORP: Objects to 54 Late-Filed Hazelwood Claims  
-----------------------------------------------------
Beginning on June 30, 2003, and long after the applicable Bar
Date, the Hazelwood Heirs filed 54 Proofs of Claim totaling
$579,184,397,746 plus an unliquidated amount against the Enron
Corporation Debtors.  The Hazelwood Heirs asserts that they are
entitled to recover from Enron for goods and services performed
from 1935 to 2003 for royalties related to gas and oil leases from
land located in Cass County, Texas.  The Debtors have searched
their records and cannot identify any creditor having the name of
any of the Hazelwood Heirs, or any other basis for the claims
belatedly asserted against the Debtors.

Although sufficient supporting documentation is not attached to
substantiate the Claims, three of the 54 Claims contain some
information that these proofs of claim ware virtually identical
to certain proofs of claim filed in the EOTT Energy Partners LP
case by the Hazelwood Heirs.  The Debtors can only assume that
the remaining 51 Claims allege the same basis as the three
Claims.

From the documentation and the adjudication of the Hazelwood
Heirs claims in the EOTT cases, Melanie Gray, Esq., at Weil,
Gotshal & Manges LLP, in New York, points out that it is clear
that whatever claims the Hazelwood Heirs may have thought they
had, those claims were against EOTT, not against any of the
Debtors in these cases.

Accordingly, the Debtors ask the Court to expunge the Hazelwood
Heirs Claims because they:

   (i) were filed after the Bar Date;

  (ii) were not reflected in any way in the Debtors' books and
       records;

(iii) did not include sufficient supporting documentation to
       establish the basis of the Claims;

  (iv) appear to relate to a claim against EOTT that has already
       been adjudicated; and

   (v) are barred by the statute of limitations.

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


ENRON CORPORATION: Inks Stipulation Reducing GE Capital's Claim
---------------------------------------------------------------
Pursuant to the Enron Debtors and GE Capital's Stipulation, the
Surplus Collateral under the Schedule No. 1 Collateral was
abandoned by Enron.  The Surplus Collateral located at the
Navigation Street Warehouse has been sold or disposed of by or on
behalf of GE Capital and the Texas Taxing Authorities subsequent
to Enron's abandonment.

The Stipulation provides, inter alia, that the Surplus Collateral
located on unused floors of Enron Center North may remain at its
present location until December 31, 2003 without any liability of
GE Capital or the Surplus Collateral for rent or storage costs.

Pursuant to the 2001 Agreement, GE Capital extended $14,198,051
to refinance the Schedule No. 1 Collateral.  Prior to the
Petition date, Enron made $952,787 in principal repayments to GE
Capital with respect to the Schedule No. 1 Financing.  Subsequent
to the Petition Date, Enron made $1,858,134 in adequate protection
payments with respect to the Schedule No. 1 Collateral.

The gross proceeds from an Auction received from the sale of the
Surplus Collateral located at the Navigation Street Warehouse are
$245,000.  Pursuant to the Stipulation between General Electric
Capital Corporation and Certain Texas Taxing Authorities, dated
August 6, 2003, at least 50% of the Auction Proceeds must be used
to satisfy the liens of GE Capital and not the liens asserted by
Harris County, City of Houston, Houston Independent School
District and Houston Downtown Management District.

The parties estimate that the value of the remaining Schedule No.
1 Collateral that Enron continues to retain is $350,000, which
the parties have considered as received by GE Capital in
determining the remaining indebtedness of Enron with respect to
the Schedule No. 1 Financing.  

The total payments GE Capital received with respect to the
Schedule No. 1 Financing are $2,810,921, and the combined total
of the Auction Proceeds and Retained Collateral is $595,000.
Enron's remaining indebtedness with respect to the Schedule No. 1
Financing is $10,914,630, which the parties have agreed to
compromise in the amount of $10,800,000.

GE Capital asserts that it is entitled to an administrative
expense claim against Enron as a result of certain alleged
breaches by Enron under prior stipulations between Enron and GE
Capital and alleged damage to the Schedule No. 1 Collateral.  
Enron disputes GE Capital's assertions.

Following discussions among representatives of GE Capital
and Enron, the parties have agreed to fix the amount of Enron's
remaining indebtedness with respect to the Schedule No. 1
Financing, fix the amount of GE Capital's claim relating to the
2001 Agreement, and avoid the costs of further litigation and
risks attendant thereto by resolving the dispute between them
upon the terms and conditions set forth in this Stipulation.

With Judge Gonzalez's approval, the Debtors and GE Capital agree:

1. Allowance of Claim

   GE Capital's Proof of Claim No. 12814 is amended and allowed
   as:

   (a) Secured Claim with respect to Schedule Nos. 2 and 3.
       Pursuant to the January 16 Stipulation GE Capital's
       secured claim with respect to the GE Collateral
       identified in Schedule Nos. 2 and 3 has been satisfied;

   (b) Unsecured Claim with respect to Schedule Nos. 2 and 3.
       GE Capital's unsecured claim with respect to the GE
       Collateral identified in Schedule Nos. 2 and 3 is
       unaffected by this Stipulation and remains allowed in
       full as a general unsecured claim of $1,703,025 pursuant
       to the January 16 2002 Stipulation;

   (c) Secured Claim with respect to Schedule No. 1.
       GE Capital has a secured claim with respect to Schedule
       No. 1 for $595,000, which claim is allowed in full and as
       a secured claim for all purposes in these Chapter 11
       cases.  On the Effective Date, GE Capital will be deemed
       to have received value in full satisfaction of the
       Allowed Secured Claim by way of (i) the Auction Proceeds
       and (ii) the Retained Collateral;

   (d) Unsecured Claim with respect to Schedule No. 1.
       Pursuant to Section 506(a) of the Bankruptcy Code, GE
       Capital has a general unsecured deficiency claim with
       respect to Schedule No. 1 amounting to $10,800,000, which
       amount is allowed in full for all purposes in these
       Chapter 11 cases;

   (e) Allowed Unsecured Claim.  GE Capital's total allowed
       unsecured claim is $12,503,025; and

   (f) Administrative and Tax Claims.  To the extent not already
       paid, Enron will pay all postpetition Taxes accruing on
       or before December 31, 2003 with respect to the GE
       Collateral.  GE Capital will have no administrative claim
       in Enron's Chapter 11 case as asserted in the Proof of
       Claim, and no claim arising from Enron's obligations
       under the 2001 Agreement to pay taxes as asserted in
       the Proof of Claim.  Enron acknowledges that one or more
       Taxing Authorities assert claims for taxes on the GE
       Collateral that accrued prior to the Petition Date.
       Without admitting any liability in that regard, Enron
       agrees that as between Enron and GE Capital, GE Capital
       will have no liability for any Prepetition Tax Claims,
       and that Enron will be solely liable for, and will assume
       the defense for, any Prepetition Tax Claims.  Enron
       agrees to indemnify, defend and hold GE Capital harmless
       from any claim or liability that may be asserted against
       GE Capital for the Prepetition Tax Claims, provided,
       however, that the aggregate payment required will not
       exceed the amount of the proof of claim asserted by the
       Texas Taxing Authorities against Enron under Proof of
       Claim No. 22411, or in the event that Claim No. 22411 is
       allowed pursuant to a Court order, is in an amount less
       than $2,158,405.

2. Surplus Collateral

   This Stipulation does not alter or affect GE Capital's rights
   with respect to the Surplus Collateral pursuant to the August
   6 Stipulation, including, but not limited to, having the
   Surplus Collateral located on unused floors of Enron Center
   North remain in place through and including December 31, 2003.

3. Retained Collateral

   (a) The Retained Collateral located at Enron Center North
       will be abandoned by Enron pursuant to Section 554 of the
       Bankruptcy Code as of December 31, 2003;

   (b) The Retained Collateral may remain at its present
       location through and including February 29, 2004 without
       any rent or storage costs.  Upon reasonable notice to
       Enron, GE Capital may inspect the Retained Collateral.
       Subsequent to the abandonment by Enron of the Retained
       Collateral, GE Capital may remove the Removable Retained
       Collateral in whole or in part at any time on or before
       February 29, 2004 and may sell, retain or otherwise
       dispose them as GE Capital will deem fit without further
       Court order.  To the extent GE Capital acknowledges that
       the lien asserted by the Texas Taxing Authorities is
       superior to the its liens, the Texas Taxing Authorities
       will have the same rights that are granted to GE Capital;

4. Adequate Protection Payments

   Beginning January 1, 2004, Enron will have no further
   obligation to make monthly adequate protection payments from
   January 1, 2004 forward with respect to the Retained
   Collateral. GE Capital will be entitled to retain all amounts
   paid as adequate protection under Schedule No. 1.  Effective
   as of January 1, 2004 Enron will have no obligations under
   the Adequate Protection Stipulation that accrue or would
   accrue on and after January 1, 2004. (Enron Bankruptcy News,
   Issue No. 104; Bankruptcy Creditors' Service, Inc., 215/945-
   7000)


EOS INTL: Files Form 15 to Terminate SEC Reporting & Delist Shares
------------------------------------------------------------------
Eos International, Inc. (OTC Bulletin Board: EOSI) announced that
it has filed a Form 15 with the Securities and Exchange Commission
to terminate registration of Eos' common stock, par value of $0.01
per share, under the Securities Exchange Act of 1934.

The filing of the Form 15 suspends the obligations of Eos to file
further periodic reports with the SEC, including Forms 10-K, 10-Q
and 8-K. Upon the effectiveness of the Form 15, which is
anticipated to be within 90 days after filing, Eos will no longer
be obligated to file periodic reports with the SEC. Eos has
notified Nasdaq of this action. Bid and asked quotations on Eos
common stock will no longer be reported on the Nasdaq OTC Bulletin
Board.

Joe Ferreira, President and Chief Executive Officer, made the
following comment: "The accounting, legal and administrative costs
of remaining a reporting company outweigh the benefits to our
company and our stockholders. As a non-reporting company, we
expect to realize significant cost savings and avoid anticipated
future costs. Management will be able to devote increased
attention and resources to improving operations, managing
liabilities and enhancing long-term value."

                  About Eos International, Inc.

Eos International, Inc. is a holding company for direct selling
companies of consumer goods. Eos owns 100% of the capital stock of
each of Discovery Toys, Inc. and I.F.S. of New Jersey, Inc. and
85% of the capital stock of Regal Greetings and Gifts Corporation.

As reported in the Troubled Company Reporter's March 17, 2004
edition, due to lack of working capital at Eos International Inc.
and possible non-compliance with bank covenants, there is
uncertainty as to whether Eos can continue as a going concern. The
report of its auditors on its consolidated financial statements as
of September 30, 2003 contains a separate paragraph stating that
substantial doubt exists about the Company's ability to continue
as a "going concern".  Uncertainty existed as to whether Eos would
have sufficient working capital, whether Discovery Toys would be
successful in receiving a waiver on default of its bank covenants
at September 30, 2003 and renegotiating covenants for the
remainder of 2003 and 2004, and whether the Company's other
operating subsidiaries will be able to continue to comply with
certain borrowing covenants during the fiscal year ending
September 30, 2004. On December 17, 2003, Discovery Toys received
the waiver, and renegotiated its covenants for the fiscal year
ending September 30, 2004. Should Eos be unable to secure
additional financing or be in default of its debt agreements
because of covenant violations, a lender could call its line of
credit. These conditions raise substantial doubt about the
Company's ability to continue as a "going concern".


EQUUS GAMING: Still Unable to File Form 10-K over Units' Results
----------------------------------------------------------------
Equus Gaming Company L.P. is unable to timely file its financial
information with the SEC because the Company is still in the
process of confirming operating results from wagering operations
in the Dominican Republic, Puerto Rico and Colombia.  Until the
reported numbers can be confirmed and the results for the year
reviewed by the Company's independent public accountants, Equus
Gaming will not be in a position to file Form 10-K for the period
ended December 31, 2002, however, the Company expects to file
within the next 60 days.

Total Revenues for the fiscal year 2002 will be approximately $4
million greater than the results for the corresponding fiscal year
period of 2001.  This increase in revenue reflects the losses
experienced in fiscal year 2001 as a result of sale of investments
that did not occur in fiscal year 2002.  Commissions on wagering
in fiscal year 2002, the primary source of revenues, is expected
to reflect a decline of approximately $400 thousand from fiscal
year 2001 as a result of the continual degredation of the total
wagering handle.
      
Total Expenses for the fiscal year 2002 are expected to reflect a
decrease of approximatley $6 million as compared to the previous
fiscal year of  2001.  This reduction of expenses is reflective of
management reduction in operating expenses, salaries and wages,
general and administrative expenses, satellite costs and
horseowners purses.
      
The above increase in revenues and reduction in expenses is
expected to reduce the Net Loss by approximately $10 million in
fiscal year 2002 versus fiscal year 2001.  


EXPO DYEING & FINISHING: Case Summary & 20 Unsecured Creditors
--------------------------------------------------------------
Debtor: Expo Dyeing & Finishing Inc.
        1365 Knollwood Circle
        Anaheim, California 92801

Bankruptcy Case No.: 04-12436

Type of Business: The Debtor provides textile dyeing and
                  finishing services.

Chapter 11 Petition Date: April 13, 2004

Court: Central District of California (Santa Ana)

Judge: James N. Barr

Debtor's Counsel: Thomas E. Kent, Esq.
                  Law Offices of Thomas Kent
                  3250 Wilshire Boulevard Suite 1700
                  Los Angeles, CA 90010
                  Tel: 213-380-2828

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Enron Energy Services         Utility Bills             $656,894
5200 Upper Metro Place
Dublin, OH 43017

United Fabricare Supply Inc.  Trade Debt                $321,154
1237 West Walnut Street
Compton, CA 90220

Orange County Sanitation      Sanitation Services       $178,624

Orange County Tax Collector   Property Taxes            $167,088

Westco Sprectra Color, Inc.   Trade Debt                $138,916

LA Supply                     Trade Debt                $105,055

CIBA Specialty Chemicals      Trade Debt                $103,635

State Compensation Ins. Fund  Worker's Comp. Ins.        $86,285
                              Premium

Style Knits                   Trade Debt                 $86,285

Sees Development              Trade Debt                 $80,000

BlueBridge Gas Company        Utility Bills              $65,613

Occidental Energy Marketing   Utility Bills              $64,480

Hana Financial                Trade Debt                 $64,380

Univar USA, Inc.              Trade Debt                 $60,366

F & F Knitting                Trade Debt                 $46,691

City of Anaheim               Utility Bills              $40,476

Caist Industries, Inc.        Trade Debt                 $31,072

Morton International          Trade Debt                 $24,596

Basic Chemical Solution       Trade Debt                 $19,356

Royal Packaging               Trade Debt                 $12,496


FIRST NATIONAL: Case Summary & 31 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: The First National Gunbanque Corporation
             3259 Electra Drive South
             Colorado Springs, Colorado 80906

Bankruptcy Case No.: 04-16544

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Karl Clark Lippard                         04-16545

Type of Business: The Debtor is the largest firearms broker in
                  the world, specializing in firearms that are no
                  longer manufactured or readily available.
                  See http://www.fngbcorp.com/

Chapter 11 Petition Date: April 1, 2004

Court: District of Colorado (Denver)

Judge: Howard R. Tallman

Debtors' Counsel: F. Brittin Clayton, III, Esq.
                  1645 Canyon Boulevard
                  Boulder, CO 80302
                  Tel: 303-444-7722
                  Fax: 303-444-8170

                             Estimated Assets   Estimated Debts
                             ----------------   ---------------
The First National Gunbanque $50,000-$100,000   $1 M to $10 M
Corporation
Karl Clark Lippard           $500,000-$1 M      $1 M to $10 M

A. First National Gunbanque's 11 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Oakland State Bank            Loan                      $850,000
501 Pioneer Avenue
Oakland, IA 51560

Land Rover                    Business Lease -           $62,840
                              2003

American Express              Trade credit - two         $57,520
                              accounts

Home State Bank               Loan                       $50,000

Karl Lippard                  Loan                       $47,032

Land Rover                    Business lease -           $46,920
                              2002

Pitney Bowes                  Trade Debt                 $11,430

Space Technology Systems      Trade Debt                 Unknown

Nelson E. Bowers II           Contract and tort          Unknown
                              Dispute

Bowmor Capital Funding, LLC   Contract and tort          Unknown
                              dispute

Wachovia Bank NA              Loan                       Unknown

B. Karl Clark Lippard's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Bojalad, Joe                  Loan                    $1,135,759
1476 State Route 51
Clairton, PA 15025

Oakland State Bank            Guaranty for FNGB         $850,000
501 Pioneer Avenue
Oakland, IA 51560

Ganis Credit Corporation      1990 Beaver Marquis       $153,504
                              40 Motor Coach

American Express              Trade credit - two         $63,220
                              Accounts

Land Rover                    Business lease             $62,840
                              guarantor - 2003

Home State Bank               Guaranty for FINGB         $50,000

Land Rover                    Business lease             $46,920
                              guarantor - 2002

Bank One                      Trade credit - two         $41,770
                              accounts

MBNA America                  Credit                     $24,600

AT&T Universal                Trade Debt                 $16,900

Pitney Bowes                  Trade Debt                 $11,430

Discover                      Credit                     $10,665

Bank One                      Credit                      $9,400

Dallas County Child Support   Notice                      $3,600

Safeco Homeowners             Insurance                   $2,411

AT&T Telephone                Credit                      $2,100

Safeco Auto                   Insurance                   $2,000

Home Depot                    Trade Debt                  $1,800

Progressive Insurance         Credit                      $1,101

AT&T Wireless                 Credit                        $960


FLEMING: Barry Road Pushes Court to Allow $1.1M Admin. Claim
------------------------------------------------------------
Barry Road Foods, Inc., and the Fleming Companies Debtors are
parties to an equipment lease, dated December 27, 1996, for
various types of refrigeration equipment for use in the Debtors'
stores.  The Fleming Debtors deny the allegations by Barry Road
that they wrongfully sold certain refrigeration equipment subject
to an agreement without Barry's permission and contrary to the
terms of the agreement.  Barry has asserted that the payments
remaining under the Agreement are allowable as an administrative
expense.

The Debtors contend that the Agreement is a disguised security
agreement.  But in an abundance of caution, the Debtors seek the
Court's authority to reject the Agreement.  The Debtors no longer
use or possess the equipment.

According to Christopher J. Lhulier, Esq., at Pachulski Stang
Ziehl Young Jones & Weintraub PC in Wilmington, Delaware, the
request turns on whether the 1996 agreement was a true lease
agreement, as Barry Roads contends, or a disguised security
agreement, as the Debtors contend.  This case is governed by
Missouri law, which mandates the conclusion that the Equipment
Lease constituted a disguised security agreement for three
reasons:

       (1) The Debtors had the option to acquire the equipment
           upon expiration of the Lease for a nominal additional
           consideration;

       (2) The lease term is greater than the equipment's
           remaining economic life; and

       (3) The economic realities of the transaction were such
           that Barry Roads' only sensible economical course
           at lease expiration would have been to abandon the
           equipment if the Debtors had refused to exercise the
           purchase price.

The first point is apparent on the face of the Equipment Lease.  
As to the second, the Debtors' expert testified that the
equipment had an anticipated useful or economic life that would
have lasted the 18-year period from the equipment's initial
purchase in 1989 until the lease expiration in December 2007.

The "economic realities" test dictates that a true lease does not
exist if the terms of the lease and purchase option are such that
the only sensible economical course for the lessor at the end of
the lease term is to abandon the property to the lessee if the
lessee refuses to exercise the option.  In this case, the
Debtors' expert testified that the equipment would have a fair
market value of less than $25,000 at the end of the term.  Thus,
if the Debtors had refused at the end of the term to exercise the
purchase option or insisted on a $1 fair market value, Barry
Roads had two options:

       (i) remove the equipment at a cost of $100,000, or

      (ii) leave the equipment where it was to be used or
           otherwise disposed of by the Debtors.

Since the costs of removing, transferring and storing the
equipment until it could be marketed exceeded its fair market
value by a multiple of at least four, Barry Roads' only sensible
choice would be to accept any asserted fair market value offered
by the Debtors, or abandon the equipment.

                     Barry Roads Talks Back

Citing a decision by Judge Walsh in the case of In re Homeplace,
L. Jason Cornell, Esq., at Fox Rothschild in Wilmington,
Delaware, argues that the issue in lease recharacterization
disputes focuses on the economic realities of a given
transaction.  Under Missouri law, a lease is a transfer of the
right to possession and use of goods for a term in return for
consideration.  A retention or creation of a security interest is
not a lease.

Under Missouri law, however, a lease does not become a security
interest merely because the present value of the consideration
the lessee is obligated to pay the lessor for the right to
possession and use of the goods is substantially equal to or even
greater than the fair market value of the goods at the time the
lease is signed.

Under the terms of the Equipment Lease, Fleming has the option to
buy the equipment at the fair market value of the equipment, not
to exceed $25,000.  During the hearing, the Debtors' appraiser
testified that the equipment today has a value between $40,000
and $50,000.  However, the Debtors' appraiser was uncertain as to
the true value of the equipment, which she stated could be as
little as $25,000, or worth merely the value of the costs of the
equipment's removal at the end of the lease.

Contrary to the Debtors' arguments, the actual issue under
Missouri law is whether the lessee has an absolute obligation to
buy the rental property.  Fleming did not have such obligation.  
This is especially significant given the appraiser's testimony
that the equipment was of little or no value at the end of the
lease term.  Instead, at the end of the lease, Fleming could
return the equipment to Barry Roads and convert the store to a
"Hobby Lobby," as was Fleming's practice with other stores.

In this case, Fleming is trying to reject the equipment lease
even though it has subleased the equipment to Madison Foods,
Inc., on April 17, 2001.  Under the sublease, Fleming conveyed to
Madison Fleming's interest in the equipment "being a leasehold
interest created by the Equipment Lease . . . between Barry
Roads, as lessor, and Fleming as lessee."

Mr. Cornell believes that the Madison sublease was rejected by
the Debtors due to disputes over the cure amount, but nonetheless,
the Debtors' sublease demonstrates intent to convey the equipment
to a third party -- yet at the same time the Debtors did not make
the required lease payments.

Absent intervention by the Court, Barry Roads will be left with a
$1,120,568.13 unsecured claim and a rejected lease without the
benefit of return of the equipment.  If the Court is inclined to
permit the rejection, then at the least Barry Roads should have
its claim allowed as an administrative claim in the stated
amount.

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)


FLOWSERVE: Expects to File 2003 Form 10-K Next Week
---------------------------------------------------
Flowserve Corp. (NYSE:FLS) expects to finalize its 2003 financial
statements and file its Form 10-K for 2003 with the Securities and
Exchange Commission by April 26, 2004. The company previously
announced on Feb. 3, 2004 its intention to restate its financial
results for the nine months ended Sept. 30, 2003 and full years
2002, 2001 and 2000.  

The company also said that, due to the length of time needed to
complete its 2003 financial statements, it now expects to report
first quarter 2004 results in May instead of April.  

C. Scott Greer, chairman, president and chief executive officer,
said, "Preliminary results for the first quarter show stronger
bookings and backlog in each of our three business segments
compared with the year-ago period coupled with continued good
cash flow. We are seeing continued strong activity in our
upstream petroleum-related business and improved activity in our
refinery-, chemical-, and parts-related businesses."  

Flowserve Corp. (S&P, BB- Corporate Credit Rating, Stable) is one
of the world's leading providers of fluid motion and control
products and services. Operating in 56 countries, the company
produces engineered and industrial pumps, seals and valves as well
as a range of related flow management services.


FRANCE GROWTH: Elects V-Chairman Bergan to Supervise Liquidation
----------------------------------------------------------------
The France Growth Fund, Inc. (NYSE: FRF) announced that the Board
of Directors has elected Edmund P. Bergan, Jr., as Vice Chairman
of the Fund. Thomas C. Barry, Chairman of the Fund, indicated that
the Board of Directors had taken this action to enable Mr. Bergan
to supervise the orderly liquidation and dissolution of the Fund
in the event that the Fund's stockholders approve the Fund's
liquidation, as recommended by the Board of Directors, at the
Special Meeting of Stockholders to be held, as previously
announced, on May 27, 2004. Mr. Bergan, who is an attorney
currently in private practice, has extensive experience with the
administration of closed-end funds such as the Fund, and has
previously supervised the liquidation of such vehicles. Mr. Bergan
will report directly to the Executive Committee of the Board.

The France Growth Fund, Inc. is a closed-end, diversified
management investment company seeking long-term capital
appreciation through investment primarily in French equity
securities. The Fund maintains a website at
http://www.francegrowthfund.com/


GRAFTECH INT'L: Pioneer Global Discloses 6.95% Equity Stake
-----------------------------------------------------------
Pioneer Global Asset Person Management S.p.A. of Milan, Italy,
beneficially owns 6,947,931 common stock shares of Graftech
International, Inc., repressenting 6.95% of the outstanding common
stock shares of the Company.  Pioneer Global Asset Management
S.p.A exercises sole voting and dispositive power over 6,947,931
shares.

USD 111,325,022 (convertible bonds purchase) and EURO 494,222 &
USD 4,214,285 (common stock purchase) from the capital of the
Funds has been used in making purchases of the 6,947,931 shares of
converted bonds and common stock of Graftech International LTD.

The 6,947,931 shares of Graftech International, Inc., includes
466,028 shares of the common stock and $107,470,000 1.625%
01/15/2024 convertible bonds, which represent 6,481,903 shares of
common stock upon conversion.

Within the last 60 days of the event date of this filing, the
Funds' ownership of Graftech International LTD shares of common
stock and shares that convert into common stock collectively
increased to more than 5% of the adjusted outstanding shares of
said class.  The funds have purchased and sold shares on the open
market as described in the table below:

GRAFTECH INTERNATIONAL LTD 1.625% 01/15/2024 CONVERTIBLE BOND

Pioneer US High Yield Corp. Bond Sub Fund Transactions:

               Transaction       Number of
Date              Type             Shares         Price
----           -----------       ---------        -----
01/16/04        Purchase         7,250,000        1.06
01/21/04        Purchase         300,000          1.10
02/17/04        Purchase         800,000          1.00
02/19/04        Purchase         225,000          1.00

Pioneer High Yield Fund Transactions:

               Transaction       Number of
Date              Type             Shares         Price
----           -----------       ---------        -----
01/16/04        Purchase         64,800,000       1.06
01/21/04        Purchase         2,700,000        1.10
01/22/04        Purchase         3,000,000        1.10
01/23/04        Purchase         2,500,000        1.09
01/26/04        Purchase         1,000,000        1.09
01/27/04        Purchase         4,250,000        1.07
01/30/04        Purchase         5,000,000        1.02
02/17/04        Purchase         10,150,000       1.00
02/18/04        Purchase         170,000          1.00
02/19/04        Purchase         2,025,000        1.00
02/23/04        Purchase         1,500,000        0.99

Pioneer High Yield VCT Portfolio Transactions:

               Transaction       Number of
Date              Type             Shares         Price
----           -----------       ---------        -----
01/16/04        Purchase         750,000          1.06
02/17/04        Purchase         1,050,000        1.00


             GRAFTECH INTERNATIONAL LTD EQUITY

Pioneer U.S. Small Companies Fund Transactions:

               Transaction       Number of
Date              Type             Shares         Price
----           -----------       ---------        -----
01/09/04        Purchase         7,475            14.10
01/28/04        Sale             6,700            13.15
01/30/04        Sale             1,000            12.45
02/03/04        Sale             4,300            11.76

Pioneer Small Cap Value Transactions:

               Transaction       Number of
Date              Type             Shares         Price
----           -----------       ---------        -----
01/09/04        Purchase         10,000           14.10
01/28/04        Sale             18,700           13.15
01/30/04        Sale             2,800            12.45
02/03/04        Sale             12,000           11.76
02/25/04        Purchase         4,100            12.92

Pioneer Small Cap Value VCT Portfolio Transactions:

               Transaction       Number of
Date              Type             Shares         Price
----           -----------       ---------        -----
01/09/04        Purchase         1,350            14.10
01/28/04        Sale             800              13.15
01/30/04        Sale             100              12.45
02/03/04        Sale             600              11.76

Pioneer Small Company Fund Transactions:

               Transaction       Number of
Date              Type             Shares         Price
----           -----------       ---------        -----
01/28/04        Sale             11,200           13.15
01/30/04        Sale             1,700            12.45
02/03/04        Sale             7,100            11.76


Pioneer Small Company VCT Portfolio Transactions:

               Transaction       Number of
Date              Type             Shares         Price
----           -----------       ---------        -----
01/12/04        Purchase         375              13.56
01/28/04        Sale             600              13.15
01/30/04        Sale             100              12.45
02/03/04        Sale             300              11.76


No other person has any interest in the securities reported here.

Graftech International's Dec. 31, 2003, balance sheet reports a
total stockholders' deficit of about $128 million.


HALLIBURTON: Settling Barracuda-Caratinga Dispute with Petrobras
----------------------------------------------------------------
Halliburton (NYSE: HAL) announced that its KBR subsidiary has
reached an agreement in principle with Petrobras that will resolve
outstanding issues regarding the Barracuda- Caratinga project. The
agreement in principle, which is also subject to project lender
approval and final agreement, will settle outstanding claims and
extend project deadlines.

Halliburton also announced that it will take additional operating
losses on its Barracuda-Caratinga project in the first quarter of
2004 of approximately $62 million or $0.14 per share after tax.
The additional charges follow a thorough review of the project
indicating higher cost estimates, schedule extensions and other
factors.

"The agreement in principle with Petrobras, if consummated, would
significantly reduce remaining risks associated with this project,
provide resolution to our claims and reduce the potential for
significant late-delivery penalties," said Randy Harl, president
and chief executive officer of KBR.

If the parties are unable to reach final agreement, then
Halliburton will pursue arbitration of its claim. Although this
would be a long process, the company believes there is strong
support for the claim. In the absence of an agreement with
Petrobras, the company would also evaluate whether the increased
costs accrued in the first quarter of 2004 would increase its
claim.

The agreement in principle, if completed, would amend the existing
agreements and release both parties from all existing claims
including the pending arbitration proceedings in New York.
Further, the agreement would resolve KBR's disputed claims and
reduce KBR's scope of work to be performed after the two vessels
sail-away which is now scheduled for August 1, 2004 for Barracuda
and for September 28, 2004 for Caratinga. Contract liquidated
damages would be replaced and based on the new terms and schedule
under the new agreement.

Halliburton, founded in 1919, is one of the world's largest
providers of products and services to the petroleum and energy
industries. The company serves its customers with a broad range of
products and services through its Energy Services and Engineering
and Construction Groups. The company's World Wide Web site can be
accessed at http://www.halliburton.com/


HASBRO INC: First Quarter Net Earnings Increase to $6.5 Million
---------------------------------------------------------------
Hasbro, Inc. (NYSE: HAS) reported first quarter results. Worldwide
net revenues for the quarter were $474.2 million compared to
$461.8 million a year ago and included a $21 million positive
impact from foreign exchange. Net earnings for the quarter were
$6.5 million or $0.03 per diluted share, compared to net earnings
of $1.2 million or $0.01 per diluted share in 2003. The Company
also reported first quarter Earnings Before Interest, Taxes,
Depreciation and Amortization (EBITDA) of $45.7 million compared
to $47.4 million in 2003.

"We are pleased with the continued progress we made during the
first quarter, given the uncertain retail environment. Revenues
were up 2.7%, we continued to improve earnings, increased our
dividend, and strengthened our balance sheet," said Alfred J.
Verrecchia, President and Chief Executive Officer. "Core brand
drivers were up a strong 24% worldwide in the quarter and we
continue to bring new and innovative products to market --
providing value for the trade, consumers, and ultimately for our
shareholders."

Revenues in the U.S. Toys segment were $152.4 million for the
quarter compared to $153.4 million a year ago. The segment
reported operating profit of $1.0 million for the quarter compared
to $5.3 million last year. The segment experienced strength in
many brands, including PLAYSKOOL, TRANSFORMERS and SUPER SOAKERS,
partially offsetting the decline in BEYBLADE and ZOIDS.

Revenues in the Games segment were $127.6 million for the quarter,
up 14% compared to $112.2 million a year ago. The Games segment
reported operating profit of $19.6 million compared to an
operating profit of $18.0 million last year. The increase in
revenue is primarily related to trading card games, including the
successful launch of DUEL MASTERS in early March. The board game
business experienced significant growth in the children's and pre-
school categories which was offset by a decline in the adult game
category, primarily related to the TRIVIAL PURSUIT 20th
ANNIVERSARY EDITION, now in its third year domestically.

International segment revenues were $180.7 million for the
quarter, up 3% compared to $175.4 million a year ago. Absent a
$20.8 million positive impact from foreign exchange, International
segment revenues decreased 8.8% in local currency to $159.9
million. The International segment reported an operating loss of
($10.0) million compared to a loss of ($6.0) million a year ago.
The local currency decline was primarily attributable to BEYBLADE,
which offset a strong performance from a number of core brands,
including MAGIC: THE GATHERING, MONOPOLY, PLAYSKOOL, TRANSFORMERS
and MY LITTLE PONY.

"We continued to make progress this quarter toward our key
financial goals," said David Hargreaves, Chief Financial Officer.
"We are on track to grow revenue, improve operating efficiencies
and increase earnings this year, although we expect most of the
improvement will come in the second half of the year."

Hasbro (Fitch, BB Senior Unsecured Debt, Stable) is a worldwide
leader in children's and family leisure time and entertainment
products and services, including the design, manufacture and
marketing of games and toys ranging from traditional to high-tech.
Both internationally and in the U.S., its PLAYSKOOL, TONKA, SUPER
SOAKER, MILTON BRADLEY, PARKER BROTHERS, TIGER and WIZARDS OF THE
COAST brands and products provide the highest quality and most
recognizable play experiences in the world.


HIDDEN POINTE: Retains Schreeder Wheeler as Bankruptcy Attorney
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Atlanta Division, gave its stamp of approval to Hidden Pointe
Properties, L.P., to employ Schreeder, Wheeler & Flint, LLP as its
counsel in its chapter 11 proceeding.

Schreeder Wheeler will:

   a) prepare pleadings, schedules and statements of financial
      affairs, adversary proceedings and applications incidental
      to administering the Estate;

   b) develop the relationship and status of debtor-in-
      possession and handling of claims of creditors in these
      proceedings, all in the best interests of the Debtor,
      creditors and other interested parties;

   c) advise the debtor-in-possession of its rights, duties and
      obligations as a debtor-in-possession;

   d) perform legal services incidental and necessary to the
      day-to-day operation of the Debtor including, but not
      limited to, institution and prosecution of necessary legal
      proceedings, loan restructuring, general business,
      corporate and legal advice and assistance necessary to the
      proper preservation and administration of this Estate;

   e) take any and all necessary actions incident to the proper
      preservation and administration of the Debtor and to the
      conduct of its business;

   f) prepare a plan of reorganization and disclosure statement;
      and

   g) provide post-confirmation legal services in connection
      with implementation of the plan.

Schreeder Wheeler's current hourly rates are:

         Professional              Billing Rate
         ------------              ------------
         Cheralynn M. Gregoire     $140 per hour
         Clifford A. Barshay       $270 per hour
         Timothy C. Batten         $260 per hour
         G. Dean Booth             $350 per hour
         Samuel F. Boyte           $250 per hour
         Cheryle S. Braswell       $110 per hour
         Edward H. Brown           $300 per hour
         Lawrence S. Burnat        $320 per hour
         Shawn J. Cade             $110 per hour
         Kevin T. Caiaccio         $220 per hour
         John A. Christy           $330 per hour
         David H. Flint            $350 per hour
         Mark W. Forsling          $275 per hour
         Jason W. Graham           $200 per hour
         Chester J. Hosch          $250 per hour
         Kelly S. Layfield         $120 per hour
         Katherine L. Martin       $175 per hour
         Scott D. McAlpine         $180 per hour
         Robert A. Penman          $190 per hour
         Scott W. Peters           $235 per hour
         Leo Rose III              $300 per hour
         Dionne R. Lyne-Rowan      $115 per hour
         Alexander J. Simmons, Jr. $260 per hour
         Lynn C. Stewart           $260 per hour
         J. Carole Thompson Hord   $190 per hour
         Nathan Michael Wheat      $180 per hour
         Warren 0. Wheeler         $350 per hour
         Debra A. Wilson           $260 per hour

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.


HILL WILLIAMS: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Hill, Williams & Hicks, LLC
        9876 Wilshire Boulevard, Suite 33
        Beverly Hills, California 90210

Bankruptcy Case No.: 04-17602

Chapter 11 Petition Date: April 14, 2004

Court: District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Duncan E. Barber, Esq.
                  4582 South Ulster Street Parkway, Suite 1650  
                  Denver, CO 80237
                  Tel: 720-488-5432
                  Fax: 720-488-7711

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $0 to $50,000

Debtor's 14 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Pitkin County Treasurer                     $17,462

Aspen Valley Hospital                        $7,346

Crystal River Spas                           $4,967

Garfield & Hecht, PC                         $2,787

Apex Security                                $1,784

Holy Cross Energy                            $1,688

Qwest                                        $1,360

Isberian Rug Company                         $1,228

Overland Sheepskin Co.                         $833

Planted Earth Inc.                             $765

John A. Canning DVM, PC                        $740

Grape & Grain                                  $378

Dish Network                                    $75

BMC West                                        $51


INTERSTATE BAKERIES: S&P Lowers Corporate Credit Rating to CCC+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings on fresh baked bread manufacturer
Interstate Bakeries Corp. to 'CCC+' from 'B+'. The company's
preliminary subordinated shelf rating was lowered to 'CCC-' from
'B-'.

The outlook on the Kansas City, Missouri-based company is
developing. About $683.5 million in lease-adjusted total debt was
outstanding as of March 6, 2004.

"The rating actions reflect IBC's continued weak operating
performance, which resulted in an earnings loss for the third
quarter of 2004," said Standard & Poor's credit analyst Ronald B.
Neysmith. "Furthermore, IBC indicated that by the end of fiscal
2004 or the beginning of fiscal 2005, it might not be able to meet
the provisions of its credit agreement, amended in April 2003. As
a result, the company could default on its loans if its results do
not improve in the fourth quarter."

Standard & Poor's will monitor the company's progress in attaining
an amendment on its credit agreement and meet with IBC management
to discuss its business and financial plans for improving the
company's operating performance in this challenging operating
environment.

IBC is the largest U.S. wholesale baker and distributor of fresh
baked bread and sweet goods. The company operates 56 bakeries
throughout the U.S. and employs more than 32,000 people. The
company's sales force delivers baked goods to more than 200,000
food outlets on approximately 9,200 delivery routes.


KOCE: Daystar Television to Appeal Sale Ruling
----------------------------------------------
Following a trial court ruling to allow the sale of KOCE to
proceed to the KOCE Foundation, plaintiff Marcus Lamb, president
of Dallas-based Daystar Television Network, vowed to appeal the
Orange County Superior Court's ruling. "We are disappointed in
[Mon]day's ruling, but confident that the appellate court will
take a fresh look at the law in this case and award the station to
Daystar, the highest responsible cash bidder."

When the Coastline Community College District elected to sell KOCE
to help defray a huge budget shortfall, Daystar tendered a $25.1
million cash bid for KOCE. As part of its original proposal,
Daystar offered to give 25 percent of its bandwidth to the college
district to continue educational or public television. This would
mean a 24/7 channel, which could operate just as KOCE does today,
but with no debt or encumbrances.

In contrast, the KOCE Foundation initially offered $32 million.
After their bid was accepted, and after Daystar upped their offer
to $40 million and was turned down, the college district trustees
allowed the foundation to reduce its bid to $25.5 million. It
requires the Foundation to borrow $8 million for the down payment,
with no additional payments for five years and the remaining $17.5
million paid interest free over 30 years. Various financial
experts have valued the foundation offer between $12.5 million to
$19.5 million in today's dollars.

Daystar contends that the cash value of the Foundation bid was
significantly lower than the all-cash offer from Daystar.
According to Lamb, "The trustees should be doing what is in the
best interest of the CCCD students and faculty. Accepting our bid
would have put teachers and students back in the classroom. By
giving KOCE to the foundation, they are not meeting their
fiduciary responsibility as college trustees and they are saddling
an already insolvent foundation with more debt. It will be up to
the appellate court to relook at this entire situation. If they
follow the law, I'm confidant Daystar will ultimately win, and in
turn, so will the students and their teachers."


LAIDLAW INC: Reports Employee Stock Awards and Options
------------------------------------------------------
Pursuant to Laidlaw International, Inc.'s 2003 Equity and
Performance Incentive Plan, Laidlaw issued stock-based
compensation to various employees and non-employee directors.  
These grants to employees represent the long-term incentive
portion of Laidlaw's overall compensation plan for management.

Douglas A. Carty, Senior Vice-President and Chief Financial
Officer of Laidlaw, relates that during the six-month period
ended February 29, 2004, Laidlaw recorded an expense of
approximately $0.8 million related to these plans.  

A summary of stock-based compensation issued during the current
fiscal year shows:

A. Stock options

On September 10, 2003, Laidlaw issued 57,375 non-qualified stock
options to non-employee directors with a strike price of $10.33
per share, which was equal to the fair market value of Laidlaw
stock at the date of grant.  The stock options have a 10-year
life and vest ratably over three years.

B. Stock options and tandem stock appreciation rights

During the six-month period ended February 29, 2004, Laidlaw
issued 366,000 non-qualified stock options to key management
employees with a strike price of between $13.00 and $14.60 per
share, which was equal to the fair market value of Laidlaw stock
at the date of grant.  The stock options have a 10-year life and
vest ratably over three years.  In tandem with the stock option
grant, each participant received a stock appreciation right,
which allows the participant to receive, upon exercise of the
right, the difference between the option strike price and fair
market value of the Laidlaw stock on the exercise date.  Laidlaw
can choose whether to deliver Laidlaw common stock or cash to the
participant upon exercise of the stock appreciation right.  Any
exercise of a tandem stock appreciation right will automatically
cancel the underlying stock option and any exercise of the stock
option will automatically cancel the tandem stock appreciation
right.

C. Restricted Shares

On September 10, 2003, Laidlaw issued 28,688 shares of restricted
common stock to non-employee directors, which vest at the end of
a three-year period.  During the vesting period, the participant
has the rights of a shareholder in terms of voting and dividend
rights but is restricted from transferring the shares.

D. Deferred Shares

During the six-month period ended February 29, 2004, Laidlaw
issued 781,400 deferred shares to key management employees that
vest ratably over a four-year period.  Due to forfeitures,
773,250 deferred shares remain outstanding at February 29, 2004.
On each vesting date, the employee will receive Laidlaw common
stock equal in number to the deferred shares that have vested.  
Upon delivery of Laidlaw common stock, an equal number of
deferred shares are terminated.  The participant has no voting
rights with the deferred shares. (Laidlaw Bankruptcy News, Issue
No. 47; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


METRIS COS: Considers $250MM Senior Secured Debt Private Placement
------------------------------------------------------------------
Metris Companies Inc. (NYSE:MXT) announced that it is considering
a private placement of Senior Secured Notes in an aggregate
principal amount of approximately $250 million. The offering, if
any, would be made pursuant to Rule 144A and Regulation S under
the Securities Act of 1933, as amended.

If completed, Metris would use the net proceeds to refinance
existing indebtedness, including its existing term loan
indebtedness, its 10 percent Senior Notes due in 2004, and a
portion of its 10 1/8 percent Senior Notes due in 2006.

The Notes will not be registered under the Securities Act and may
not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements. This news
release is not an offer of the Notes for sale or a solicitation of
an offer to purchase the Notes.

Metris Companies Inc., based in Minnetonka, Minn., is one of the
largest bankcard issuers in the United States. The company issues
credit cards through Direct Merchants Credit Card Bank, N.A., a
wholly owned subsidiary headquartered in Phoenix, Ariz. For more
information, visit http://www.metriscompanies.com/or
http://www.directmerchantsbank.com/

                         *    *    *

As reported in the Troubled Company Reporter's November 21, 2003,
edition, Fitch Ratings placed Metris Companies Inc. 'CCC' senior
unsecured rating on Rating Watch Negative following the company's
announcement that its external auditor, KPMG LLP, has issued a
letter to the Audit Committee citing material weakness surrounding
internal controls around the valuation of the company's retained
interest in securitized assets. As a result, Metris has delayed
the filing of its quarterly 10-Q report to the Securities and
Exchange Commission. Fitch's Rating Watch reflects the uncertainty
around this recently identified issue, and the ultimate impact on
Metris' financial condition and liquidity. Fitch will settle the
Rating Watch after evaluating the financial impact, if any, once
the issue is resolved between KPMG and Metris.


MINOPLANET: Fiscal 2004 2nd Quarter Net Loss Down to $1.3 Million
-----------------------------------------------------------------
Minorplanet Systems USA, Inc. (Nasdaq:MNPLQ), a leading provider
of telematics-based management solutions for commercial fleets,
reported financial results for the second quarter and six months
of fiscal 2004 ended Feb. 29, 2004.

Total revenues were $6 million for the second quarter of fiscal
2004, compared with total revenues of $12 million for the second
quarter of fiscal 2003 ended Feb. 28, 2003. The company reduced
its net loss by 70.5 percent to $1.3 million ($0.14 loss per
share) for the fiscal 2004 second quarter, compared with a net
loss of $4.4 million ($0.46 loss per share) for the comparable
period a year ago. There were 9.7 million weighted average shares
outstanding for both periods following a 5-for-1 reverse stock
split that was effective Dec. 3, 2003.

For the first six months of fiscal 2004, total revenues were $12.8
million, compared with total revenues of $25.7 million for the
2003 six months. The company reported a net loss of $4.6 million
($0.48 loss per share) for the fiscal 2004 six months, compared
with a net loss of $8.9 million ($0.92 loss per share) for the
comparable period a year ago.

"The second quarter 2004 financial results reflect actions taken
to reduce the company's operating cost structure in order to bring
the company to a cash flow neutral operating position," said
Dennis Casey, president and chief executive officer. "One of the
key actions was a significant temporary reduction in our sales and
marketing personnel for the Vehicle Management Information (VMI)
product line. As a result, 530 VMI units were sold during the
fiscal 2004 second quarter, compared with 1,450 units in the same
quarter a year ago. We anticipate a strengthening of unit sales
going forward as we add new sales personnel and we begin selling
and distributing our products under the company's new sales and
marketing model," Casey noted.

"Company service and equipment revenues have also been
significantly impacted by the March 2002 sale of our long-haul
trucking assets and the anticipated migration of a large number of
those lower-margin customers to other carrier networks from our
NSC System network," added Casey. "However, ending our involvement
with long-haul trucking has been a strategic move that we believe
will be in the best long-term interests of Minorplanet Systems
USA."

            Fiscal 2004 Second Quarter Highlights

-- The company's gross margin improved 17.4 percent to 50.7
   percent in the 2004 second quarter, compared with 43.2 percent
   in the 2003 second quarter, primarily due to improved margin
   associated with VMI product sales and a decrease in ratable
   revenue and costs recognized on low-margin network subscriber
   units (long-haul customers) due to the expected churn.

-- Operating expense categories were down 55.0 percent in the
   second quarter from a year ago as the company reduced costs by
   a total of $5 million.

              About Minorplanet Systems USA, Inc.

Based in Richardson, Texas, Minorplanet Systems USA, Inc. --
http://www.minorplanetusa.com/-- develops and implements mobile  
communications solutions for service vehicle fleets, long-haul
truck fleets and other mobile-asset fleets, including integrated
voice, data and position location services. Minorplanet, along
with two affiliates, filed for chapter 11 protection (Bankr. N.D.
Texas, Case No. 04-31200) on February 2, 2004. Omar J. Alaniz,
Esq. and Patrick J. Neligan, Jr., Esq. of Neligan Tarpley Andrews
and Foley LLP represent the Debtors in their restructuring
efforts. When Minorplanet filed for bankruptcy, it estimated
assets and debts at $10 million to $50 million.


MIRANT CORP: Wants Go-Signal to Nix PG&E Gas Executory Contracts
----------------------------------------------------------------
Pursuant to Section 365(a) of the Bankruptcy Code, the Mirant
Corp. Debtors seek the Court's authority to reject these executory
contracts between Mirant Americas Energy Marketing LP and PG&E Gas
Transmission, Northwest Corporation:

   (a) The Firm Transportation Service Agreement F-7266 that
       will expire on October 31, 2009, which provides for
       pipeline transportation capacity of 35,000 MMBtu per day
       on a portion of the PG&E Transportation System;

   (b) The Firm Transportation Service Agreement F-7325 that
       will expire on October 31, 2009, which provides for
       pipeline transportation capacity of 78,000 MMBtu per day
       on a portion of the PG&E transportation System;

   (c) The Firm Transportation Service Agreement F-7327 that
       will expire on October 31, 2009, which provides for
       pipeline transportation capacity of 46,931 MMBtu per day
       on a portion of the PG&E transportation System;

   (d) The Firm Transportation Service Agreement F-8400 that
       will expire on October 31, 2009, which provides for
       pipeline transportation capacity of 15,708 MMBtu per day
       on a portion of the PG&E transportation System;

   (e) The Firm Transportation Service Agreement F-8420 that
       will expire on October 31, 2028, which provides for
       pipeline transportation capacity of 16,500 MMBtu per day
       on a portion of the PG&E transportation System; and

   (f) The Firm Transportation Service Agreement F-8551 that
       will expire on October 31, 2009, which provides for
       pipeline transportation capacity of 13,000 MMBtu per day
       on a portion of the PG&E transportation System.

Ian T. Peck, Esq., at Haynes and Boone LLP, in Dallas, Texas,
informs the Court that MAEM has assigned the transportation
capacity received under FTS Agreement Nos. F-7266, F-7325, F-
7327, F-8400 and F-8551 to a third party until October 31, 2006.

Mr. Peck argues that the Debtors should be authorized to reject
the Contracts.  PG&E has blanket certificate authority to enter
into, and terminate, the Contracts pursuant to 18 C.F.R. Part
284, Subpart G of The Federal Energy Regulatory Commission.  
Thus, the Contracts did not require specific FERC approval for
the Debtors and PG&E to enter into the Contracts.  This blanket
certificate authority contains pre-granted automatic abandonment
authority.

Mr. Peck explains that at the time the Debtors entered into the
Contracts, they intended to sue the PG&E Transportation System to
provide a supply of natural gas to the Debtors' existing power
plants in California and a planned expansion of the California
power plants.  Due to the changes in the market and the Debtors'
business operations, the fuel supply reserved by the Contracts
exceeds the maximum fuel that is needed or can be used by the
Debtors' California power plants.  Therefore, the Debtors have
temporarily assigned the pipeline capacity reserved by the
Contracts to a third party through October 2006.  The Debtors'
rejection of the Contracts is reasonable since they do not have
any need of the pipeline capacity reserved by the Contracts at
any price.  The Debtors have alternative supplies of fuel
sufficient to meet the needs of the existing California power
plans and the Debtors' operations.  By rejecting the Contracts
now, the Debtors avoid future losses associated with the
Contracts.

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)


MIRANT CORPORATION: 2003 Net Loss Widens to $3.8 Billion
--------------------------------------------------------
Mirant (Pink Sheets: MIRKQ) reported a $3.8 billion net loss for
2003, or a net loss of $9.47 per diluted share compared to a net
loss of $2.4 billion, or a net loss of $6.06 per diluted share for
2002.

2003 results include a $2.1 billion impairment of goodwill
recorded in the second quarter and $1.6 billion impairment related
to long-lived assets recorded in the fourth quarter. These
impairments do not alter Mirant's plans to emerge from Chapter 11,
nor do they affect the company's cash position.

As of April 2, Mirant had $1.5 billion in total cash and cash
equivalents, approximately $388 million of which is cash required
for operating working capital, other purposes or restricted by the
company's subsidiaries debt agreements. Mirant's total cash and
cash equivalents as of December 31, 2003 was approximately $1.6
billion, approximately $392 million of which is cash required for
operating working capital, other purposes or restricted by the
company's subsidiaries debt agreements.

Mirant forecasts net cash outflow over the next six months,
primarily as a result of the payment of bankruptcy related
professional fees and obligations associated with its three out-
of-market agreements with PEPCO.

The company anticipates that its total cash and cash equivalents,
together with DIP financing, will be sufficient to fund its
operations during the bankruptcy proceedings.

                            2003 Results

     - Total operating revenue for 2003 was $5.2 billion compared
       to $4.1 billion for 2002, reflecting higher market prices
       for power.

     - Cost of fuel, electricity and other products for 2003 was
       $3.2 billion, compared to $1.8 billion for 2002, reflecting
       significantly higher prices paid for natural gas and oil.

     - Gross margin for 2003 was $2 billion compared to $2.2
       billion for 2002.

     - Operating expenses for 2003 were $5.1 billion compared to
       $3.1 billion, for 2002. Operating expenses for 2003 and
       2002 include impairment losses and restructuring charges of
       $3.7 and $1.7 billion, respectively.

     - Net cash provided by operating activities for 2003 was $21
       million, compared to $578 million provided by operating
       activities in 2002.

     - In 2003, working capital changes resulted in an outflow of
       $80 million, as compared to an inflow of $337 million in
       2002.

     - Net of working capital changes, the net cash provided by
       operating activities was $101 million for 2003 compared to
       an inflow of $241 million in 2002.

                Review of Operations by Business Segment

     - North American operations reported an operating loss of $
       3.3 billion for 2003 compared to $266 million for 2002. The
       2003 and 2002 operating loss amounts include impairment
       losses and restructuring charges of $3.7 billion and $779
       million, respectively.

     - International operations reported operating income of $357
       million compared to an operating loss of $483 million for
       2002. The 2003 and 2002 operating income (loss) includes
       impairment losses and restructuring charges of $14 million
       and $863 million, respectively.

     - Corporate (and other income and expenses) reported an
       operating loss in 2003 of $167 million compared with an
       operating loss of $162 in 2002. The 2003 and 2002 operating
       loss amounts include impairment losses and restructuring
       charges of $25 million and $28 million, respectively.

                      2004 Annual Meeting


Mirant will not hold an annual meeting for 2004. The company
determined it would be in the best interest of stockholders to put
the money it would spend on an annual meeting toward its financial
restructuring and emergence from Chapter 11. All of Mirant's
financial filings, including the 2003 Form 10-K, are available on
http://www.mirant.com/

Mirant is a competitive energy company that produces and sells
electricity in North America, the Caribbean, and the Philippines.
Mirant owns or controls more than 17,000 megawatts of electric
generating capacity globally. The company operates an asset
management and energy marketing organization from its headquarters
in Atlanta. For more information, visit http://www.mirant.com/

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.


MJ RESEARCH: Found Guilty in Patent Infringement Suit
-----------------------------------------------------
Applied Biosystems (NYSE:ABI), an Applera Corporation business,
announced that a U.S. District Court jury in New Haven, CT has
returned a favorable decision in a lawsuit brought by Applera
Corporation and Roche Molecular Systems, Inc. against MJ Research,
Inc and its principals, Michael and John Finney.

The jury found that MJ Research infringed U.S. patent Nos.
4,683,195, 4,683,202 and 4,965,188 (each relates to polymerase
chain reaction (PCR) process technology) and U.S. patent Nos.
5,656,493, 5,333,675 and 5,475,610 (each relates to thermal cycler
instrument technology). The jury found the infringement of the
'195, '202, '188 and '493 patents to be willful. In addition to
direct infringement by MJ Research of the '610 and '675 patents,
the jury found that MJ Research induced its customers to infringe
all of the patents and contributed to infringement by its
customers of the '610 and '675 patents.

The jury awarded damages in the amount of $19.8 million to Applied
Biosystems and Roche Molecular Systems. Applied Biosystems and
Roche Molecular Systems are pursuing an enhancement of damages,
including legal fees, since several infringements were found to be
willful. Additionally, the companies are seeking an injunction
against MJ Research. MJ Research filed for bankruptcy court
protection on March 29, 2004.

Applera Corporation and Roche Molecular Systems originally filed
this patent infringement case in the U.S. District Court in
Connecticut in June 1998. MJ Research counterclaimed that Applera
Corporation licensed and enforced these patents through
anticompetitive conduct, in violation of federal and state
antitrust laws. The Court elected to hold the trial in two phases:
a patent phase and an antitrust phase. The Court's decision
concludes the first phase of the trial. The antitrust phase is
expected to begin on July 21, 2004.

"We are pleased that the jury found that MJ Research infringed
these important patents relating to PCR technology," said Michael
W. Hunkapiller, Ph.D., President of Applied Biosystems. "Numerous
other companies have licensed this technology, and it is proper
that MJ Research should also respect our intellectual property
rights."

      About Applera Corporation and Applied Biosystems

Applera Corporation consists of two operating groups. The Applied
Biosystems Group serves the life science industry and research
community by developing and marketing instrument-based systems,
consumables, software, and services. Customers use these tools to
analyze nucleic acids (DNA and RNA), small molecules, and proteins
to make scientific discoveries, develop new pharmaceuticals, and
conduct standardized testing. Applied Biosystems is headquartered
in Foster City, CA, and reported sales of $1.7 billion during
fiscal 2003. The Celera Genomics Group (NYSE:CRA), located in
Rockville, MD, and South San Francisco, CA, is engaged principally
in integrating advanced technologies to discover and develop new
therapeutics. Celera intends to leverage its proteomic,
bioinformatic, and genomic capabilities to identify and validate
drug targets, and to discover and develop new therapeutics. Its
Celera Discovery System online platform, marketed exclusively by
Applied Biosystems, is an integrated source of information based
on the human genome and other biological and medical sources.
Celera Diagnostics, a 50/50 joint venture between Applied
Biosystems and Celera Genomics, is focused on discovery,
development, and commercialization of novel diagnostic products.
Information about Applera Corporation, including reports and other
information filed by the company with the Securities and Exchange
Commission, is available at http://www.applera.com/or by  
telephoning 800-762-6923. Information about Applied Biosystems is
available at http://www.appliedbiosystems.com/


NAT'L CENTURY: L. Poulsen Asks Court to Estimate Claims for Voting
------------------------------------------------------------------
James M. Lawniczak, Esq., at Calfee, Halter & Griswold, in
Cleveland, Ohio, relates that on April 21, 2003, Lance K. Poulsen
filed:

   (a) Claim No. 352 against the National Century Debtors,
       asserting a priority claim for $2,441,439 pursuant to
       Section 507(a)(1) of the Bankruptcy Code for an
       administrative expense based on the termination of his
       employment agreement and rights;

   (b) a priority claim for $257,400, pursuant to Section
       507(a)(1) for services rendered to the estate from
       November 10, 2002 through February 4, 2003 for 12 weeks'
       compensation pursuant to his annual salary; and

   (c) a general unsecured claim for $224,706 for termination
       damages under his employment agreement.

Mr. Poulsen also asserted that his claims are secured pursuant to
a segregated account for the sole purpose of funding the
employment agreements.

On April 22, 2003, Mr. Poulsen filed Claim No. 695 against the
Debtors, asserting an unsecured priority claim for $4,650 and a
general unsecured claim for $3,892,190 pursuant to his May 31,
2002 employment agreement.

On April 22, 2003, Barbara L. Poulsen filed Claim No. 694 against
the Debtors, asserting an unsecured priority claim for $3,226 and
a general unsecured claim for $18,301 for amounts owed for
employment services rendered to the Debtors.

On January 13, 2004, the Debtors filed separate objections to
Claim Nos. 352, 695 and 694.  The Debtors sought to disallow the
Poulsen Claims pursuant to Section 502 of the Bankruptcy Code,
based solely on the assertion that the Poulsens are insiders.

The Debtors believe that Mr. Poulsen had a valid employment
contract with the estates, which when rejected is certain to lead
to damages.  The Debtors failed to list the employment
arrangement with Barbara Poulsen in their schedule of executory
contracts.  The Poulsens each filed timely proofs of claim
asserting claims under their employment agreements.  The
objections allege that due to the Poulsens' alleged "insider"
status, their claims must be disallowed.

Section 502(b)(4) states in pertinent part, that

  "[I]f such objection to a claim is made, the court, after
  notice and hearing, shall determine the amount of such claim in
  lawful currency of the United States as of the date of the
  filing of the petition, and shall allow such claim in the
  amount, except to the extent that -- (4) if such claims is for
  services of an insider of the debtor, such claims exceeds the
  reasonable value of such services."

Mr. Lawniczak asserts that the Poulsens' filed proofs of claim
have credible and reliable evidence supporting those claims.  
Evidence includes the Employment Agreement, minutes from Board
Meetings and individual calculations of amounts for unpaid
bonuses, compensation, severance pay, unpaid vacation, and other
services provided by the Poulsens for the Debtors.  In addition,
the Debtors' objections to the proofs of claim were not filed in
a timely manner as to provide resolution of the objections before
the Plan voting deadline.

The Poulsens would experience prejudice if they were not
permitted to vote on the Plan solely on the basis of the Debtors'
objections.  The Poulsens filed their claims in April 2003.  The
Debtors had ample time to file an objection and have a hearing
scheduled well in advance of time for voting on the Plan.

Thus, the Poulsens ask the Court to temporarily allow their
proofs of claim to allow them to vote on the Debtors' Plan.  

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)


NAT'L CENTURY: Agrees to Extend Intercompany Bar Date to April 30
-----------------------------------------------------------------
National Century Financial Enterprises, Inc., and its debtor-
affiliates, the Official Committee of Unsecured Creditors, the
Official Subcommittee of NPF VI Unsecured Creditors and the
Official Subcommittee of NPF XII stipulate that notwithstanding
any provision of the General Bar Date Order, the Intercompany Bar
Date is extended to April 30, 2004.  

Judge Calhoun approves the parties' Stipulation.

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)


NORSKECANADA: First Quarter 2004 Results Webcast Set for Apr. 30
----------------------------------------------------------------
Notification of NorskeCanada earnings conference call:

    NorskeCanada (NS - TSX)

    First Quarter 2004 Earnings Conference Call with Financial
    Analysts - Friday, April 30, 2004, 11:00 am Eastern (ET)

    To listen to this call, please enter:

    http://webevents.broadcast.com/cnw/norskecanada20040430
    in your web browser or by visiting the NorskeCanada website at
    http://www.norskecanada.com/in the "Investor / Events and  
    Presentations" section.

Norske Skog Canada Limited will hold a telephone conference
call with financial analysts and institutional investors on
Friday, April 30, 2004, at 11 a.m. EST to present its first
quarter 2004 results. NorskeCanada President and CEO Russell J.
Horner and Vice President, Finance and CFO Ralph Leverton will
host this conference call to discuss the company's results, which
will be released on April 29, 2004. A full replay of the call will
be made available by dialing 1-866-518-1010 (within North America)
or 416-695-5275 (Metro Toronto and outside North America) and
quote reservation number T491552N. This replay service will be
available until May 14, 2004.

NorskeCanada is North America's third largest producer of
groundwood printing papers, including lightweight coated paper,
soft-nip calendered paper, directory paper, machine-finished
hibrite paper, kraft paper and newsprint. The company also
produces market kraft pulp and recycled pulp. With five divisions,
employing 4,000 people, located within 100 miles of each other on
the south coast of British Columbia, NorskeCanada has a combined
annual capacity of 2.4 million tonnes of product. NorskeCanada's
common shares trade on the Toronto Stock Exchange under the ticker
symbol NS. The company is headquartered in Vancouver, BC. Visit
our Web site at http://www.norskecanada.com/

                         *   *   *

In October 2003, Moody's revised its outlook on NorkeCanada's debt
ratings to negative from stable and confirmed its existing ratings
of Ba2 on the Company's senior unsecured debt and Ba1 on its bank
credit facilities. Standard and Poor's also revised its outlook in
October from stable to negative and affirmed its existing ratings
of BB on the Company's long-term corporate and senior unsecured
debt.


NOVASTAR: SEC Initiates Informal Inquiry into Business Practices
----------------------------------------------------------------
NovaStar Financial, Inc. (NYSE: NFI), a residential mortgage
lender and portfolio investor, announced Monday that the U.S.
Securities and Exchange Commission (SEC) notified NovaStar last
Friday that it is conducting an informal inquiry into certain
business practices.

"Receiving this notice was not surprising in the aftermath of a
widely circulated newspaper story. As the SEC stated in its
letter, this inquiry 'should not be construed as an indication by
the Commission or its staff that any violations of law have
occurred,'" said outside counsel Lanny Davis. "NovaStar is
confident that a full review of the facts should put this matter
behind it."

An April 12, 2004, Wall Street Journal article reported that
NovaStar had compliance issues with certain state licensing
agencies. To its knowledge, NovaStar is currently approved and
authorized to do business in every state in which it operates.

"We have informed the SEC that we will cooperate fully with this
inquiry and will resolve all of its questions," said NovaStar's
Chairman and CEO Scott Hartman.

NovaStar engaged a law firm last week to conduct an outside review
to confirm that NovaStar is in compliance with all relevant state
mortgage licensing requirements.

                        About NovaStar

NovaStar Financial, Inc. (NYSE: NFI) is one of the nation's
leading lenders and investors in residential mortgages. The
company specializes in single-family, nonconforming mortgages,
involving borrowers whose loan size, credit details or other
circumstances fall outside conventional mortgage agency
guidelines. A Real Estate Investment Trust (REIT) founded in 1996,
NovaStar efficiently brings together the capital markets, a
nationwide network of mortgage brokers and American families
financing their homes. NovaStar is headquartered in Kansas City,
Missouri, and has lending operations and affiliated branches
nationwide.

For more information, visit http://www.novastarmortgage.com/


NUEVO ENERGY: Agrees to Merge Operations with Plains Exploration
----------------------------------------------------------------
On February 12, 2004, Plains Exploration & Production Company, a
Delaware corporation, PXP California Inc., a Delaware corporation
and a wholly-owned subsidiary of Plains and Nuevo Energy Company,
a Delaware corporation, entered into an Agreement and Plan of
Merger. Pursuant to the Merger Agreement, Nuevo will merge into
Plains or PXP and the separate existence of Nuevo will cease.
Pursuant to the Merger Agreement, Nuevo is making the offer to
purchase  securities, with such Offer to close immediately prior
to the Merger.

The Tender Offer relates to the Offer by Nuevo to (i) cancel and
purchase all outstanding options granted under Nuevo's 1990 Stock
Option Plan, 1993 Stock Incentive Plan, 1999 Stock Incentive Plan,
as amended, 2001 Stock Incentive Plan, as amended, and the George
B. Nilsen Stock Incentive Plan, to purchase shares of Nuevo's
common stock and (ii) cancel and purchase all outstanding unvested
shares of Nuevo restricted stock. The purchase price for tendered
options in the Offer equals the product of (i) the amount by which
the average closing price for Nuevo common stock for the ten
consecutive trading days ending one trading day before the closing
of the Merger exceeds the exercise price of the such option and
(ii) the number of shares of Nuevo common stock for which the
option is exercisable.    

The purchase price for each tendered unvested share of restricted
stock in the Offer equals the average closing price for Nuevo
common stock for the ten consecutive trading days ending one
trading day prior to the closing of the Merger.     

                        *   *   *

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

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


PACIFIC CARE: Improved Profitability Spurs Fitch's Ratings Upgrade
------------------------------------------------------------------
Fitch Ratings upgraded all debt ratings assigned to PacifiCare
Health Systems Inc. The Rating Outlook is Stable. The rating
action affects approximately $620 million of debt outstanding. A
complete list of ratings is at the end of this release.

Fitch's rating action reflects the significant progress made by
PacifiCare over the past two years to improve profitability and
strengthen its balance sheet. The rating action also reflects the
improved outlook for the Medicare Advantage program following the
recent passage of the Medicare Modernization Act in 2003.

The Company's strategy has focused on expanding its operating
margins in both the Senior and commercial segments through
termination of unprofitable accounts, improved underwriting and
pricing actions, benefit design and reduced overhead. Operating
performance has improved materially over the last two years. The
company's pretax operating margin strengthened to 3.8% in 2003
compared to 2.1% in 2002 and break-even in 2001. While Fitch
believes that improvements in margins in 2004 will be modest
compared to 2003, profitability is expected to improve in 2004
driven mainly by expanding membership growth in the senior and
small group and individual segments. The ratings continue to
reflect Fitch's outlook for increased commercial pricing
competition in 2004 and 2005, and challenges associated with
rising medical costs and evolving regulatory environment.

While the company had significantly reduced its exposure to the
Medicare market over the past few years, Fitch believes the recent
Medicare reform has greatly reduced any lingering concerns over
the near-term viability of this business. Enrollment levels are
expected to improve in 2004, as higher government reimbursement
levels are reinvested in more attractive benefit structures.

PacifiCare's strengthened balance sheet reflects the significant
reduction in debt leverage, improved term structure of outstanding
debt, and increased statutory capitalization levels of its
regulated operating subsidiaries. Debt leverage declined over the
last two years from a high of approximately 39% in June 2002 to
approximately 25% at year-end 2003. Fitch expects the company will
maintain leverage between 24-26% over the next 12 months and
interest coverage is expected to exceed 5(x).

                        Rating Action

PacifiCare Health Systems, Inc.
                                        Upgrade To       From
                                        ----------       ----  
-- 3.0% Convertible sub. debentures    'BB'/Stable  'B+'/Positive;
-- 10.75% Sr. Unsec. notes due 2009   'BB+'/Stable 'BB-'/Positive;
-- Bank loan rating                   'BB+'/Stable  'BB'/Positive;
-- Long-term rating                   'BB+'/Stable  'BB'/Positive.


PARMALAT: US Debtors Want to Mull on Leases Until Court OKs Plan
----------------------------------------------------------------
Section 365(d)(4) of the Bankruptcy Code requires a debtor to
assume or reject an unexpired non-residential real property lease
within 60 days after the Petition Date, or within such additional
time as the Court, within that 60-day period, fixes.  If not, the
lease is deemed rejected, and the Debtors will immediately
surrender the non-residential real property to the lessor.

As of the Petition Date, the U.S. Parmalat Debtors are party to 18
Unexpired Leases, which govern various properties in Georgia, New
Jersey and New York, including manufacturing and office
facilities, parking lots and garages, warehouses and depots, and
dormant property.  

At this juncture in their Chapter 11 process, Gary T. Holtzer,
Esq., at Well, Gotshal & Manges LLP, tells Judge Drain that the
U.S. Debtors are unable to make final determinations regarding
the assumption or rejection of their Unexpired Leases.  While the
Debtors are presently pursuing a possible sale of all or
substantially all of their assets, they do not yet know which of
their Unexpired Leases a purchaser would be interested in
acquiring.  The Debtors are also considering the possibility of
reorganizing their businesses absent a sale.

In light of the size, complexity and demands of their cases, and
the early stage of the planned Sale Process, Mr. Holtzer asserts
that it would not be reasonable or realistic to require the U.S.
Debtors to make final determinations regarding the assumption or
rejection of all of the Unexpired Leases at this time.  Since the
Petition Date, the Debtors have been working diligently with
their advisors to stabilize their operations and market their
businesses and assets for potential sale.  The Debtors' attention
was also directed to arranging postpetition financing to fund
their operations, addressing issues related to the retention of
their key employees and the extension of a collective bargaining
agreement with their union employees, and meeting and beginning
discussions with the Official Committee of Unsecured Creditors
and its attorneys.

Mr. Holtzer maintains that an extension of time is necessary to
enable the U.S. Debtors to effectively complete their review.  
Absent an extension, the Debtors may be compelled to assume the
Unexpired Leases to avoid rejecting potentially valuable assets,
with the resultant imposition of potentially substantial
administrative expenses.  Conversely, if the Debtors reject the
Unexpired Leases or are deemed to reject the Unexpired Leases by
operation of Section 365(d)(4), they may forego significant value
in those Unexpired Leases, thereby resulting in the loss of
valuable property interests and a concomitantly lower return to
creditors through the Sale Process.

Accordingly, the U.S. Debtors ask the Court to extend their Lease
Decision Period up to and through the confirmation of a Chapter
11 plan.

Mr. Holtzer assures the Court that the lessors will not be
prejudiced by the extension.  Any lessor may ask the Court to fix
an earlier date by which the U.S. Debtors must assume or reject
an Unexpired Lease.  Moreover, the Debtors are committed to
remaining current on their postpetition obligations under the
Unexpired Leases.

The Debtors do not intend to wait until the end of the proposed
extension period to decide whether to assume or reject the
Unexpired Leases.  Rather, the Debtors will continue to evaluate
the Unexpired Leases on an ongoing basis and file appropriate
requests as soon as informed decisions can be made.

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


PER-SE TECHNOLOGIES: Issues First Quarter 2004 Operations Update
----------------------------------------------------------------
Per-Se Technologies, Inc. (Nasdaq: PSTIE), the leader in
Connective Healthcare solutions that help physicians and hospitals
realize their financial goals, released an operations update for
quarter ended March 31, 2004.

                 Physician Services Division

During the first quarter of 2004, the Physician Services division
achieved record net new business sold of approximately $12
million, which includes the division's strong January 2004
performance. This compares to net new business sold of
approximately $3 million in the first quarter of 2003. "I expect a
strong new sales performance for the division this year as our
sales force continues to gain momentum," stated Philip M. Pead,
Per-Se's chairman, president and chief executive officer. The
Company defines net new business sold as the annualized revenue
value of new contracts signed in a period, less the annualized
revenue value of terminated business in that same period.

Net backlog at March 31, 2004 was approximately $5 million. "As
anticipated, we implemented a record level of new business into
our recurring revenue stream during the latter part of the first
quarter," stated Pead. Net backlog represents the annualized
revenue related to new contracts signed with the business still to
be implemented, less the annualized revenue related to terminated
contracts where the business continues to be processed.

"Our client retention metrics were strong during the quarter as we
continue to deliver high-quality revenue cycle management services
to our physician groups," stated Pead. "During the first quarter,
the Physician Services division received the NorthFace ScoreBoard
Award(SM) for 2003. The annual award, presented by Omega
Management Group Corp., recognizes organizations that provide
exemplary customer service. We received a near-perfect score from
the nearly 200 randomly selected Per-Se clients that participated
in the award survey."

                  Hospital Services Division

New business sold in the Hospital Services division during the
first quarter of 2004 was approximately $7 million, compared to
new business sold of approximately $6 million during the first
quarter of 2003. "In the Hospital Services division, we are
delivering on our strategy to improve the financial health of
hospitals with important new product introductions during the
first quarter, including web-based versions of our staff and
patient scheduling solutions," stated Pead. "Our new product
development initiatives during 2004 will continue to position us
as a leader in the administrative side of healthcare."

Medical-related transaction volume in the division increased
approximately 6% in the first quarter of 2004 compared to the
prior year period.

            Physician Services Leadership Changes

The Company also announced that Frank Murphy, who has served as
president of the Physician Services division since 2000, has
accepted the position of president and chief executive officer of
Smart Documents Solutions, a privately held healthcare company.
The Company will continue to employ Murphy on a part-time basis to
assist with transitional duties.

"For the past six years, as part of our executive management team,
Frank has made a significant contribution. Under his leadership,
the Physician Services operations have streamlined processes and
implemented new technology to improve both service delivery to our
hospital-affiliated physician clients and profitability for the
division," stated Pead. "We wish him well in his new leadership
role."

The Company also announced two key appointments in the Physician
Services division aimed at further enhancing operational
effectiveness while simultaneously focusing on revenue growth.

Patrick Leonard has been appointed to the newly created position
of senior vice president of operations. Leonard, who was
previously responsible for the division's largest specialty,
radiology, is now responsible for all aspects of operations,
including revenue growth initiatives, for the specialties of
radiology, pathology, anesthesiology and emergency medicine.

David Mason has been appointed senior vice president, academic and
multispecialty operations. Mason, who has been responsible for
delivering service enhancements to clients in all specialties,
will be responsible for all aspects of operations for the academic
and multispecialty operations. This market is unique in that it
requires a multispecialty focus delivered through a separate,
dedicated team.

"I am excited about this change in our operational leadership. Pat
and Dave have a combined 24 years experience in managing the
revenue cycle for physicians," stated Pead. "Their focus is on
driving profitable revenue growth for their respective operations.
This will include implementing programs to leverage technology to
improve productivity and more closely align operations with
sales." Both Leonard and Mason report directly to Pead.

                     Nasdaq Hearing Date Set

On April 5, 2004, the Company announced that, as expected, it had
received a noncompliance notification from The Nasdaq Stock Market
due to the delay in filing its 2003 annual report on Form 10-K.
The Company has requested a hearing on the matter before a Nasdaq
Listing Qualifications Panel. The hearing date has been set for
April 29, 2004.

The additional procedures that have resulted in the filing delay
are still in progress. The Company continues to cooperate fully
with the outside accountants performing the additional procedures
to ensure the 2003 Form 10-K can be filed as quickly as possible.

                  About Per-Se Technologies

Atlanta, Ga.-based Per-Se Technologies (Nasdaq: PSTI) is the
leader in Connective Healthcare. Connective Healthcare solutions
from Per-Se enable physicians and hospitals to achieve their
income potential by creating an environment that streamlines and
simplifies the complex administrative burden of providing
healthcare. Per-Se's Connective Healthcare solutions help reduce
administrative expenses, increase revenue and accelerate the
movement of funds to benefit providers, payers and patients. More
information is available at http://www.per-se.com/

As reported in the Troubled Company reporter's March 31, 2004
edition, Standard & Poor's Ratings Services placed its 'B+'
corporate credit and other ratings on Per-Se Technologies Inc. on
CreditWatch with negative implications following the company's
announcement it will not file its 10-K by the March 30, 2004,
extension deadline.

On March 16, 2004, Per-Se filed for an automatic 15-day extension
to file its 10-K so that the company's outside accountant could
complete additional audit procedures as a part of Per-Se's year-
end 2003 audit. Per-Se's outside accountant has advised Per-Se and
its audit committee that additional audit procedures are necessary
in connection with allegations made in early November 2003 of
improper accounting and business activities. Per-Se is unable to
predict at this time when the company's outside accountant will
complete its review or when Per-Se will file its 10-K.


PG&E NATIONAL: Auctioning-Off GTNC Assets on May 3, 2004
--------------------------------------------------------
National Energy & Gas Transmission, Inc. (formerly PG&E National
Energy Group Inc.) and TransCanada Corporation (Toronto: TRP)
(NYSE: TRP) agreed for TransCanada to acquire Gas Transmission
Northwest Corporation (GTN) for US$1.703 billion, including US$500
million of assumed debt and subject to typical closing
adjustments. The sale is subject to higher and better offers.

Consequently, Judge Mannes authorizes NEG to conduct an auction
for the sale of the GTNC Assets on May 3, 2004, commencing at
12:00 noon, Eastern Standard Time, at the offices of Willkie Farr
& Gallagher, LLP, 787 Seventh Avenue, New York, New York 10019, or
at another time and place as may be agreed among NEG and
TransCanada Corporation, TransCanada PipeLine USA, Ltd., and
TransCanada American Investments, Ltd.

Judge Mannes will convene a hearing on May 12, 2004 at 10:30
a.m., Eastern Standard Time, to consider the approval of the GTNC
Sale to TransCanada or another successful bidder at the auction.

Objections to the Sale must be filed by May 5, 2004.

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)    


PILLOWTEX: Demands Payment of Obligations from Kohl's Dept. Stores
------------------------------------------------------------------
The Pillowtex Corporation Debtors complain that Kohl's Department
Stores failed to fully and timely pay amounts due for goods they
delivered.  Kohl's is obligated to pay $131,094 to Pillowtex
Corporation and $4,035,911 to Fieldcrest Cannon, Inc. for the
purchase of various types of textile merchandise, including towels
and sheets.  As of March 24, 2004, Kohl's invoices are at least
120 days past due.

Kohl's also made unjustified deductions amounting to $748,315
from the payments made to the Debtors for the textile merchandise
it purchased from Fieldcrest.

Kohl's defaults constitute breaches of the parties' purchase
contracts.

Accordingly, the Debtors ask the Court to direct Kohl's to pay
its obligations, plus interest and costs.

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)    


PLUMBEREX SPECIALTY: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Plumberex Specialty Products I
        P.O. Box 1684
        Palm Springs, California 92263

Bankruptcy Case No.: 04-14498

Type of Business: The Debtor is a manufacturer of handy shield
                  safety covers, mushroom flange, and floor sink
                  carriers designed to meet the requirements of
                  commercial washrooms. See
                  http://www.plumberex.com/

Chapter 11 Petition Date: April 9, 2004

Court: Central District of California (Riverside)

Judge: Peter Carroll

Debtor's Counsel: Norman L. Hanover, Esq.
                  Reid & Hellyer
                  P.O. Box 1300 3880 Lemon St., 5th Floor
                  Riverside, CA 92502-1300
                  Tel: 909-682-1771

Total Assets: $800,000

Total Debts:  $2,600,000

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Truebro, Inc.                 Litigation              $2,139,109
c/o Jerry Cohen
Perkins Smith & Cohen
One Beacon Street, 30th Fl.
Boston, MA 02108

Grupo Primex                  Vendor                     $28,596

Robert J. Schaap              Attorney's Fees            $26,000

American Express              Vendor                     $20,595

UPS                           Vendor                     $13,668

West Coast Packaging          Vendor                      $9,139

The Wholesaler                Vendor                      $7,200

YKK                           Vendor                      $6,711

Velcro USA                    Vendor                      $6,500

Able Industrial Products      Vendor                      $5,916

Plumbing Engineer aka TMB     Vendor                      $4,900
Publications

Printing Solutions            Vendor                      $4,784

Plumbing & Heating            Vendor                      $4,550

Penton Media, Inc.            Vendor                      $3,944

West Coast Lockwasher         Vendor                      $3,870

Arcat, Inc.                   Vendor                      $3,300

Kent H. Landsberg Co.         Vendor                      $2,919

American Society of Plumb     Vendor                      $2,900
Engineers

UPS Supply Chain Solutions                                $1,530

Glendale Advance Plastics     Vendor                      $1,500


POTLATCH CORPORATION: Reports Improved First Quarter Earnings
-------------------------------------------------------------
Potlatch Corporation (NYSE:PCH) reported improved earnings in the
first quarter of 2004 versus the previous year's first quarter,
largely due to continued strong markets for the company's wood
products, especially oriented strand board.

The company reported net income of $21.8 million, or $.74 per
diluted common share, for the first quarter of 2004, compared to a
loss from continuing operations of $8.9 million, or $.31 per
diluted common share, for the first quarter of 2003. Including
discontinued operations, the company incurred a net loss of $9.6
million, or $.33 per diluted common share, for 2003's first
quarter. Discontinued operations in 2003 consisted of the
company's former printing papers mill in Brainerd, Minnesota. Net
sales for the first quarter of 2004 were $420.4 million,
approximately 26% higher than the $334.8 million recorded in the
first quarter of 2003.

The Resource segment reported operating income of $12.1 million
for the first quarter of 2004, slightly higher than the $11.1
million earned in the first quarter of 2003. Higher income from
land sales was largely responsible for the favorable comparison.

Operating income for the Wood Products segment totaled $57.8
million for the first quarter of 2004, a significant improvement
over 2003's first quarter loss of $3.6 million. L. Pendleton
Siegel, Potlatch chairman and chief executive officer, credited
the improvement to higher selling prices and increased shipments
for all of the segment's lumber and panel products. "Low interest
rates are supporting continued strong homebuilding activity and
demand for wood products, while a weaker U.S. dollar has increased
the cost of imported materials," Siegel stated. The market's
strength is most apparent in oriented strand board sales prices,
which were nearly double first quarter 2003 prices and reflect a
continuation of the positive conditions that existed during the
fourth quarter of 2003.

The Pulp and Paperboard segment reported an operating loss for
2004's first quarter of $7.8 million, versus a loss of $9.3
million for 2003's first quarter. "Increased paperboard shipments,
as well as lower unit costs due to higher paperboard production at
the Lewiston, Idaho, facility, were responsible for the smaller
loss in the quarter," Siegel said. "Segment profitability is being
constrained by weak selling prices for paperboard. However,
markets have recently begun to show some signs of improvement," he
added. Siegel explained that the segment's first quarter results
were adversely affected by lower pulp production resulting from
weather-related fiber supply problems in January and a planned
maintenance shutdown in March at the Lewiston, Idaho, facility.

The Consumer Products segment incurred an operating loss of $3.8
million for the first quarter of 2004, compared to operating
income of $6.8 million for 2003's first quarter. "Markets for
consumer tissue products continue to be very competitive,
resulting in net sales prices that were 3 percent below first
quarter 2003 levels," Siegel noted. "Higher pulp costs in the
first quarter of 2004, coupled with start-up costs for the new
tissue machine in Las Vegas, Nevada, contributed to the
unfavorable quarter-to-quarter comparison as well." The results
for the current quarter also reflect a pre-tax charge of
approximately $1.3 million for a reduction in force, which
occurred in January. The segment's Las Vegas facility is currently
producing ultra towel inventory to support the product's rollout
by retailers in the second quarter.

Potlatch is a diversified forest products company with timberlands
in Arkansas, Idaho and Minnesota.

                        *   *   *

As previously reported, Fitch Ratings has affirmed Potlatch
Corporation's debt ratings of senior secured at 'BBB-', senior
unsecured at 'BB+', senior subordinated at 'BB', and commercial
paper at 'B.' The Rating Outlook for Potlatch has been revised to
Stable from Negative. Potlatch had $619 million of debt at last
year-end.


QWEST COMMS: First Quarter 2004 Earnings and Webcast Information
----------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) will release
first quarter 2004 earnings and operational highlights on Tuesday,
May 4, 2004, at approximately 7:00 a.m. EDT.

Qwest will host a conference call May 4, 2004, at 9:00 a.m. EDT.
This call will feature Richard C. Notebaert, chairman and CEO, and
Oren G. Shaffer, vice chairman and CFO, who will jointly provide
the company's perspective on first quarter results.

     You may access the live interactive call via:
       *  800-245-3043  (U.S. Domestic)
       *  785-832-2041  (International)

Please dial-in 10-15 minutes in advance to facilitate an on-time
start. Call Joan Oshinski at 303-992-5903 if you have any problems
accessing the call.

A replay will be available approximately 2 hours after the
conclusion of the call until 11:59 p.m. EDT on May 11, 2004.

       *  800-839-3612  (U.S. Domestic)
       *  402-220-2972  (International)

You can also access a live audio webcast or a replay of the
webcast at http://www.qwest.com/about/investor/meetings.

                        About Qwest

Qwest Communications International Inc. (NYSE: Q) -- whose
March 31, 2003, balance sheet shows a  total shareholders' equity
deficit of about $2.6 billion -- is a leading provider of voice,
video and data services to more than 25 million customers. The
company's 47,000 employees are committed to the "Spirit of
Service" and providing world-class services that exceed customers'
expectations for quality, value and reliability. For more
information, visit the Qwest Web site at http://www.qwest.com/


REGAL ENTERTAINMENT: S&P Revises Outlook on Low-B Ratings to Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Regal
Entertainment Group and subsidiary Regal Cinemas Inc., which are
analyzed on a consolidated basis, to negative from stable. The
action follows the company's announcement that it plans to pay an
extraordinary $710 million debt-financed dividend, its second
significant, special shareholder payout in the past year.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating on the company. The Knoxville, Tennessee-based movie
theater chain is expected to have slightly more than $2 billion in
pro forma debt. Ratings on the company's proposed $1.35 billion
bank facility and $400 million in notes will be assigned based on
further disclosure and analysis of the expected terms.

"The transaction will restrict the company's debt capacity at the
current rating level and make the rating vulnerable to additional
aggressive financial moves that further increase Regal's leverage
or meaningfully diminish its discretionary cash flow potential,"
according to Standard & Poor's credit analyst Steve Wilkinson. He
continued, The special dividends highlights the equity return
orientation of the company's majority shareholder, the Denver,
Colorado-based Anschutz Company, which owns about 57% of the firm
and holds an even larger voting interest. The transaction will
increase lease-adjusted debt about 26%, and push lease-adjusted
debt to EBITDA, including a full year's results from its
acquisition of certain theaters from Hoyts Cinemas on March 28,
2003, and excluding an extra week from its 2003 calendar year, to
the mid-5x area from the low-4x area. Lease-adjusted coverage of
interest expenses will drop to the low-2x area from the high-2x
area. Higher interest expenses will also limit discretionary cash
flow somewhat, although the percentage of EBITDA that flows
through to discretionary cash flow should remain solid in the
15%-20% range."

Maintenance of the rating depends on sustaining good operating
performance and on the controlling shareholder's forebearance from
additional financial moves that further increase leverage or
reduce discretionary cash flow. Maintaining solid liquidity and a
comfortable cushion relative to bank financial covenants under the
proposed credit facility will also be important to reducing rating
pressure.


ROCKWOOD SPECIALTIES: Planned Purchase Spurs S&P to Watch Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating and other ratings for Rockwood Specialties Group
Inc. on CreditWatch with negative implications, citing the
company's announcement of a sizable acquisition.

Princeton, New Jersey-based Rockwood Specialties Group, with
almost $800 million of annual sales and over $1 billion of debt
(including holding company obligations), consists of a diverse
portfolio of specialty businesses.

"The CreditWatch placement follows the company's announcement of
an agreement to acquire four businesses of Dynamit Nobel, the
chemicals unit of Mg Technologies AG," said Standard & Poor's
credit analyst Peter Kelly. Rockwood will acquire the Sachtleben,
Chemetall, CeramTec and DNES Custom Synthesis divisions of Dynamit
Nobel for about $2.4 billion. The four divisions had sales of
about $1.6 billion in 2003. The transaction is subject to
regulatory reviews and shareholder approval, and is expected to
close in the second half of 2004.

The proposed combination would be a significant strategic
initiative for Rockwood, as it would broaden the company's
specialty chemicals product portfolio and technology base, and
expand the company's end market and geographic diversification. On
a pro forma basis, Rockwood will have sales of almost $2.5
billion.

Standard & Poor's will meet with Rockwood management to review the
acquisition and the company's business and financial strategies.
Attention will be paid to the strength of the businesses being
acquired, the equity component to help fund the transaction, and
the financial profile of Rockwood pro forma for the acquisition.


SAINT JOSEPH'S PHARMACY: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Saint Joseph's Pharmacy Inc.
        10161 Bolsa Avenue Suite 109-A
        Westminster, California 92683

Bankruptcy Case No.: 04-10853

Chapter 11 Petition Date: April 12, 2004

Court: Central District of California (Santa Ana)

Judge: Robert W. Alberts

Debtor's Counsel: Tang Kiet, Esq.
                  Kiet & Associates
                  10161 Bolsa Avenue, #B-204
                  Westminster, CA 92683
                  Tel: 714-775-8818

Total Assets: $4,000

Total Debts:  $1,835,456

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


SHAW GROUP: Obtains Go-Signal to Proceed on Astoria Energy Project
------------------------------------------------------------------
The Shaw Group Inc. (NYSE: SGR) announced that its subsidiary,
Stone & Webster, Inc., has received full notice to proceed on the
previously announced power project known as Astoria Energy. In
September 2003, the Company was awarded an approximately $565
million negotiated fixed price EPC contract by Astoria Energy LLC
for the 500 MW Phase I of the project which will be built in the
Astoria section of Queens, New York.  

Astoria Energy is a fully-permitted 1,000 megawatt facility which
is scheduled to be constructed in two phases. The first phase is
a 500 megawatt, natural gas fueled combined cycle power plant.
With project financing now in place, Shaw expects to begin
construction this month.  

"We believe strongly in the Astoria Energy project which will
provide significant generating capacity to the power-constrained
New York City area. We are pleased to now move forward with
construction," stated Michael P. Childers, President of Shaw's
Engineering, Construction and Maintenance division.  

J.M. Bernhard, Jr., Shaw's Chairman and Chief Executive Officer,
commented, "Our innovative method of teaming with project
developers allows us to actually create opportunities while
addressing the energy needs of strategic markets and clients.
This ability, along with our premier EPC capabilities, gives Shaw
a distinct advantage in pursuing emerging business opportunities
in the power market."  

The Astoria Energy project represents Shaw's second EPC contract
for a power plant in New York City. The Company recently
completed construction for the expansion of an existing combined
cycle power plant in Queens.  

The Shaw Group Inc. is a leading provider of consulting,
engineering, construction, remediation, and facilities management
services to government and private sector clients in the
environmental, infrastructure, and emergency response markets.
Shaw is also a vertically integrated provider of comprehensive
engineering, consulting, procurement, pipe fabrication,
construction, and maintenance services to the power and process
industries worldwide. The Company is headquartered in Baton
Rouge, Louisiana, and employs approximately 15,000 people at its
offices and operations in North America, South America, Europe,
the Middle East and the Asia-Pacific region. For further
information, please visit the Company's Web site at
http://www.shawgrp.com/   

                        *    *    *

As reported in the Feb. 10, 2004, issue of the Troubled Company
Reporter, Standard & Poor's Ratings Services affirmed its 'BB'
corporate credit rating and its other ratings on The Shaw Group
Inc. At the same time, Standard & Poor's revised the outlook on
the company to negative from stable.

"The outlook revision reflects the fact that profitability and
cash flow generation for fiscal 2004 ending August will be weaker
than previously anticipated, because of continuing challenges on a
few problem projects, reduced expectations of asset divestitures,
and weakness in the higher margin pipe manufacturing operation,"
said Standard & Poor's credit analyst Heather Henyon.

As a result, it is unlikely that Shaw will be able to meet
Standard & Poor's expectations of total debt to EBITDA of 2.5-3x
and EBITDA to interest coverage in the 3x area in 2004. However, a
growing backlog of more steady environmental and infrastructure
projects may enable the company to achieve an acceptable credit
profile in the intermediate term.


SOLUTIA INC: Agrees to Set Off Mutual Debts with PPG Industries
---------------------------------------------------------------
PPG Industries, Inc., as the Solutia, Inc. Debtors' 22nd largest
unsecured creditor, holds a $1,209,213 unsecured claim.  PPG
is a custom manufacturing producer involved with a wide variety of
products, including the production of high-quality
chlorine/caustic soda, which the Debtors use in a number of their
own product lines used in the manufacture and repair of
automobiles.

PPG entered into a Chlorine/Caustic Soda Sales Agreement with the
Debtors, which provided for a two-year term beginning
January 1, 2003 and ending on December 31, 2004.  

Similarly, PPG and the Debtors entered into a Materials Purchase
Order, which required the Debtors to sell and PPG to purchase
certain laminate films and other materials.

In accordance with the Chemicals Contract, PPG sold Chemicals to
the Debtors for which it issued prepetition invoices.  The
Chemicals Invoices remaining outstanding as of the Petition Date
totaled $1,209,213, as scheduled by the Debtors.  The Materials
Invoices remaining outstanding as of the Petition Date is at
least $814,242.

On December 30, 2003, PPG Industries, Inc. requested that the
Court lift the automatic stay to allow for a set off PPG's and
the Debtors' mutual prepetition debts of at least $814,242.  On
the same day, PPG also requested that the Court set a date of no
later than January 30, 2004, by which the Debtors must assume or
reject a certain Chemicals Contract.  On January 29, 2004, PPG
asked the Court to permit reclamation of certain goods delivered
to the Debtors shortly before the day Solutia filed for
bankruptcy.

To resolve PPG's pleadings, the Debtors and PPG Industries, Inc.
agree that:

   (a) The Debtors owe PPG $981,254 and PPG owes the Debtors
       $949,232;

   (b) The prepetition debts of PPG and the Debtors are mutual,
       and the exercise of PPG's right to set-off is appropriate
       because both parties have a claim against and are indebted
       to the other, and the relevant claims between the parties
       arose prepetition; and

   (c) PPG and the Debtors agree that PPG will be allowed to
       effect a set off of its prepetition debt to the Debtors.

   (d) PPG's Assumption or Rejection Motion will be deemed
       withdrawn, without prejudice to any right it may have to
       file a similar motion or seek similar relief in the future
       based on changed circumstances in the Debtors' Chapter 11
       cases;

   (e) PPG's Reclamation Motion will be deemed withdrawn, with
       prejudice, and PPG waives any right to further seek
       reclamation of the Reclaimed Goods, or an administrative
       priority claim for their value; and

   (f) Nothing contained in the Stipulation will affect either
       PPG's right to assert additional prepetition claims
       against the Debtors in the future, or the Debtors' right
       to object to the allowance of any asserted claims.

                          *     *     *

At the Debtors' behest, the Judge Beatty approves the
Stipulation.

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


SPIEGEL GROUP: Proposes $750,000 Break-Up Fee for Pangea
--------------------------------------------------------
In recognition of Pangea Acquisition 8 Limited's expenditure of
time, energy and resources an delivering, so far, the highest and
best bid for Spiegel's Newport News business unit, the Debtors
seek the Court's authority to provide limited protections to
Pangea by way of a break-up fee and expense reimbursement, in the
event Pangea is not the Successful Bidder at the Auction.

The Debtors will reimburse Pangea for its documented, out-of-
pocket expenses reasonably incurred in connection with the
contemplated transaction, not to exceed $350,000, if:

   (a) the Court approves a higher and better bid than that
       submitted by Pangea;

   (b) they withdraw the Sale and Pangea is not in material
       breach of the Purchase Agreement; or

   (c) notwithstanding the fact that all of the conditions to
       Closing have been satisfied or waived by the Debtors and
       Pangea is not in material breach of the Purchase
       Agreement, the Debtors refuse to consummate the Sale.

The Debtors will provide Pangea a $750,000 Break-up Fee, or 3% of
the Purchase Price, payable in the event that Pangea is not in
material breach of the Purchase Agreement and:

   (a) the Court approves a higher and better bid than that
       submitted by Pangea and the Closing of a Sale to the
       Successful Bidder has occurred;

   (b) the Court approves a plan of reorganization for the
       Debtors and the effective date of that plan has occurred;
       or

   (c) they withdraw the Sale and subsequently liquidate or
       otherwise dispose of the Newport Assets, in one or a
       series of transactions, which liquidation or other
       disposition results in net proceeds in excess of the
       Purchase Price.

In addition, if the Debtors become obligated to pay Pangea the
Break-up Fee or the Expense Reimbursement, that obligation will
survive the termination of the Purchase Agreement and, until
indefeasibly paid in full in cash, will constitute an
administrative expense of the Debtors' bankruptcy estates ranking
pari passu with all other administrative expenses of the kind
specified in Sections 503(b) and 507(a)(1) of the Bankruptcy
Code.

The Debtors assure the Court that the Break-up Fee and the
Expense Reimbursement provided for in the Purchase Agreement are
fair and reasonable, and were negotiated by the parties in good
faith and at arm's length.

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)   


STRATEGIC HOTEL: Fitch Downgrades Class J Notes' Rating to BB+
--------------------------------------------------------------
Fitch Ratings downgrades the following classes of Strategic Hotel
Capital, LLC commercial mortgage-backed notes, SHC 2003-1:

        -- $20.3 million class H to 'BBB' from 'BBB+';
        -- $44.6 million class I to 'BBB-' from 'BBB';
        -- $41.0 million class J to 'BB+' from 'BBB-'.

In addition, the following classes are affirmed:

        -- $300.0 million class A at 'AAA';
        -- $87.0 million class B at 'AAA';
        -- Interest only classes X-1, X-2, X-3, and X-4 at 'AAA';
        -- $26.4 million class C at 'AA+';
        -- $61.6 million class D at 'AA';
        -- $53.6 million class E at 'A+';
        -- $40.4 million class F at 'A';
        -- $25.0 million class G at 'A-'.

The rating downgrades are due to the weakened performance of the
collateral, mainly resulting from declines in revenue per
available room (RevPAR) of the hotels. The normalized net cash
flow for the year ended (YE) 2003 based on statements provided by
the master servicer, GMAC Commercial Mortgage Corp., fell over 18%
compared to normalized net cash flow at issuance.

The severe decline in net cash flow is partially mitigated by the
reserves being held, including a $28.9 million liquidity reserve
and a low debt service coverage reserve which currently totals
$4.9 million. Since November, 2003, the servicer has been trapping
50% of net cash flow after debt service due to a failure to meet
debt service coverage hurdles pursuant to the loan documents.

According to industry sources, the borrower is exploring
refinancing options which would provide for repayment of the loan
prior to the February 2005 maturity. However, the current
performance of the collateral warrants a downgrade at this time.

The Trust assets consist primarily of a $700.0 million first
mortgage lien secured by the fee or leasehold interest in fifteen
full service hotels. The hotels are generally strong, established
assets with above-average collateral quality. The five largest
hotels (61.6% of the portfolio), all of which experienced declines
in net cash flow, include two mid-town New York City hotels, two
Hyatt Regency hotels (San Francisco and New Orleans) and the Ritz-
Carlton Laguna Niguel. The hotel with the biggest drop in net cash
flow is the Hyatt Regency San Francisco. This hotel, in addition
to suffering decreased RevPAR due to the decline in business
travel to the area, has experienced a sharp increase in expenses
stemming from increased union labor contracts.

Fitch will continue to monitor the transaction, as surveillance is
ongoing.


TENNECO: S&P Keeps Positive Watch on Ratings over Planned Offer
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Tenneco
Automotive Inc., including its 'B' corporate credit rating, on
CreditWatch with positive implications.

The action followed Tenneco's announcement that it has filed a
registration statement with the SEC related to its proposed public
offering of approximately $150 million, or about 11.8 million
shares of common stock. In addition, the company intends to grant
the underwriters an option to purchase additional shares to cover
allotments up to about $22.5 million. Net proceeds from the
offering, along with proceeds from a planned $400 senior
subordinated note offering will be used to purchase the company's
$500 million 11 5/8% senior subordinated notes due 2009. Tenneco
will also record a pretax charge of about $55 million for an early
tender premium and existing deferred debt issuance costs.

Lake Forest-Illinois-based Tenneco, a leading global supplier of
emissions-control and ride-control products to the automotive
original equipment (OE) market and aftermarket, had about $1.4
billion of debt outstanding at Dec. 31, 2003.

"While the equity offering and refinancing will only have a modest
positive impact on Tenneco's balance sheet and credit statistics,
these actions, along with the improvements the company has made
over the past two years to its credit profile, could result in
modest ratings upgrade potential," said Standard & Poor's credit
analyst Dan DiSenso.

At year-end 2003, adjusted debt to EBITDA stood at 4.6x, and
EBITDA interest coverage was 2.2x, an improvement from the 5.6x
and 1.7x, respectively, recorded from 2001.

Standard & Poor's will meet with management to review the firm's
business and operating plans, and financial policy and goals prior
to taking a rating action.

"If improvements made to Tenneco's financial profile are
determined to be sustainable, the corporate credit rating could be
raised one notch to 'B+'," Mr. DiSenso said.


TESORO PETROLEUM: Fixes First Quarter Conference Call for May 6
---------------------------------------------------------------
Tesoro Petroleum Corporation has scheduled its first quarter 2004
earnings conference call for 2 p.m., CT, Thursday, May 6, 2004.
This call is being webcast by CCBN and interested parties may
listen to the live conference call over the Internet by logging on
to Tesoro's Internet site at http://www.tesoropetroleum.com/at  
the scheduled time. This presentation will be archived on Tesoro's
Internet site until its next earnings conference call is held.

The webcast is also being distributed over CCBN's Investor
Distribution Network to both institutional and individual
investors. Individual investors can listen to the call through
CCBN's individual investor center at www.fulldisclosure.com or by
visiting any of the investor sites in CCBN's Individual Investor
Network. Institutional investors can access the call via CCBN's
password-protected event management site, StreetEvents
http://www.streetevents.com/.

Individuals wishing to listen to Tesoro's conference call from its
Internet site will need Windows Media Player, which can be
downloaded free of charge from http://www.tesoropetroleum.com./  
Please allow at least fifteen minutes to complete the download.

Tesoro Petroleum Corporation (Fitch, BB- Senior Unsecured and B
Senior Subordinated Ratings, Stable Outlook), a Fortune 500
Company, is an independent refiner and marketer of petroleum
products and provider of marine logistics services. Tesoro
operates six refineries in the western United States with a
combined capacity of nearly 560,000 barrels per day. Tesoro's
retail-marketing system includes approximately 575 branded retail
stations, of which over 200 are company operated under the
Tesoro(R)and Mirastar(R) brands.


TIMBER DOODLE: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Timber Doodle Glade Equity Venture, LLC
        9876 Wilshire Boulevard, Suite 33
        Beverly Hills, California 90210

Bankruptcy Case No.: 04-17597

Chapter 11 Petition Date: April 14, 2004

Court: District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Lee M. Kutner, Esq.
                  Kutner Miller Kearns, P.C.
                  303 East 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: 303-832-2400

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 14 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Aspen Valley Hospital                        $7,346

Crystal River Spas                           $4,967

Garfield & Hecht, PC                         $2,787

Apex Security                                $1,784

Holy Cross Energy                            $1,688

Qwest                                        $1,360

Isberian Rug Company                         $1,228

Overland Sheepskin Co.                         $833

Planted Earth, Inc.                            $765

John A. Canning DVM, PC                        $740

Grape & Grain                                  $378

Dish Network                                    $75

BMC West                                        $51

Fairfield & Woods, PC                            $1


TREASURE MOUNTAIN: Ex-Auditor Airs Going Concern Uncertainty
------------------------------------------------------------
On March 3, 2004, Treasure Mountain Holdings Inc.'s Board of
Directors met and unanimously approved a resolution to dismiss
Sellers and Andersen, L.L.C. from its position as Company
independent certifying accountants.

The audit report of Sellers and Andersen for the year ended
December 31, 2002, contained a  modification expressing
substantial doubt as to Company's ability to continue as a going  
concern.  

Also on March 3, 2004, the Company's Board of Directors
unanimously approved a resolution to engage Madsen & Associates,
CPAs, Inc. to audit its financial statements for the year ended  
December 31, 2003.  

Treasure Mountain Holdings has been engaged in the activity of the  
development  and operations of mining  properties and in 1957 the
operations  were abandoned and the Company became inactive.  The  
Company has been in the  developmental  stage since that date.

The company's Dec. 31, 2003, balance sheet reports a total
stockholders'  deficiency of about $7K.


UNITED AIRLINES: Wants Court Nod for New Aircraft Operating Pact
----------------------------------------------------------------
After months of vigorous negotiations, the United Airlines Debtors
and certain Aircraft Financiers have reached agreements to amend
and restructure various financing arrangements.  Each Arrangement
may contain one or more:

   -- leases,

   -- secured loans or other secured debt or debt-related
      agreements; or

   -- trust, indenture, mortgage, participation, indemnity and
      other instruments.

James H.M. Sprayregen, Esq., outlines the financing for Aircraft
Tail Nos. N583UA, N597UA and N598UA:

      (i) Tail No. N598UA is financed through Japanese Leveraged
          Leases.  The Debtors and applicable Aircraft Financiers
          have executed a Restructuring Term Sheet that reduces
          the Debtors' monthly lease payments;

     (ii) Tail No. N597UA is also financed under a Japanese
          Leveraged Lease, which has been amended, that reduces
          the Debtors' Lease Payments under an Interest Exchange
          Agreement (1998 757 A), dated September 29, 1998; and

    (iii) The Lease for Tail No. N583UA, a Boeing 757-222, was
          rejected on June 20, 2003.  After extensive
          negotiations with Wells Fargo, Owner Trustee for the
          benefit of PNC Bank, Owner Participant, the Debtors
          will lease back N583UA from PNC on economically
          feasible terms.  The new Lease will run for 5 years
          with two consecutive three-year renewal options.

By this motion, the Debtors seek the Court's authority to:

   (a) enter into a new lease agreement;

   (b) settle and compromise claims arising from the rejected
       N583UA Lease and the restructured or terminated Financing
       Arrangements and Operative Agreements; and

   (c) amend or restructure the Financing Arrangements and
       Operative Agreements, and enter into the Restructuring
       Transactions.

In addition, the Debtors want to provide for:

   -- reservation of the Aircraft Financiers' rights to assert
      general unsecured non-priority prepetition claims for
      damages and losses derived from the Restructuring
      Transactions;

   -- settlement of PNC's non-priority prepetition claim for
      rejection of the original N583UA Lease; and

   -- liquidation, allowance and payment of claims derived from
      the Debtors' use of N598UA since the Petition Date.

The Restructuring Term Sheet and Operative Agreements provide for
significant reductions in the Debtors' rent, repayment and other
obligations, such as insurance, loss and termination covenants.  
The New Lease will allow the Debtors to incorporate N583UA back
into the fleet at significantly reduced rates and on economically
beneficial terms.  The Agreement will also place limitations on
administrative and general unsecured claims, which may arise from
the Debtors' rejection of the N583UA Lease.

Mr. Sprayregen notes that because the Restructuring Term Sheet
and Amendments contain confidential commercial information, they
have been filed with the Court under seal.  However, the Debtors
will provide a copy to the Creditors Committee, the Aircraft
Leasing Subcommittee, the DIP Lenders and any party having a
direct interest in the Aircraft.

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)   


UNITED AIRLINES: Has Exclusive Right, Until May 7, to File Plan
---------------------------------------------------------------
Judge Wedoff gave United Airlines an extension of its Exclusive
Period to file a Chapter 11 Plan of Reorganization through May 7,
2004.  The Exclusive Period to seek acceptances of the Plan is
extended through July 7, 2004.

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)   


WARNACO GROUP: Discusses Potential Settlement with SEC Staff
------------------------------------------------------------
The staff of the Division of Enforcement of the Securities and
Exchange Commission has been conducting an investigation to
determine whether there have been any violations of the
Securities Exchange Act of 1934 in connection with, among other
things, The Warnaco Group, Inc.'s preparation and publication of:

      (i) the financial statements included in its:

          -- Annual Reports on Form 10-K for Fiscal 1998,
             Fiscal 1999, Fiscal 2000 and Fiscal 2001; and

          -- Quarterly Report on Form 10-Q for the third quarter
             of Fiscal 2000; and

     (ii) its press release announcing its results for Fiscal
          1998.

In July 2002, the SEC staff informed Warnaco that it intends to
recommend that the SEC bring a civil injunctive action against
the Company, alleging violations of the federal securities laws,
including Sections 10(b), 13(a), 13(b)(2)(A) and 13(b)(2)(B) of
the Exchange Act and Rules 10b-5, 12b-20, 13a-1 and 13a-13
promulgated thereunder.  The SEC staff invited Warnaco to make a
Wells Submission describing the reasons why no action should be
brought.

In September 2002, Warnaco filed its Wells Submission and
thereafter continued discussions with the SEC staff.  

On February 3, 2004, the SEC staff provided Warnaco with proposed
settlement documents, including a proposed administrative cease-
and-desist order.

Warnaco clarifies that the proposed settlement documents provided
by the SEC staff resulted from an offer of settlement made by the
Company to the SEC staff and NOT a settlement offer made by the
SEC.

Pursuant to the Proposed Order, Warnaco would be charged with
violations of Sections 10(b), 13(a), 13(b)(2)(A) and 13(b)(2)(B)
of the Exchange Act and Rules 10b-5, 12b-20, 13a-1 and 13a-13
thereunder.  In addition, Warnaco would be required to commit to
certain undertakings including, among other things, a review of
internal controls and policies.

In a regulatory filing with the SEC on March 18, 2004, Joseph R.
Gromek, Warnaco President and Chief Executive Officer, reports
that Warnaco is in discussions with the SEC staff regarding the
Proposed Order.  Any agreement reached between Warnaco and the
SEC staff would be subject to approval by the SEC.  Warnaco does
not expect the resolution to have a material effect on its
business, financial condition or results of operations.

According to Mr. Gromek, the SEC staff has informed certain
persons employed by Warnaco at the time of the preparation of the
financial documents, including one current member of Warnaco's
management, that it intends to recommend that the SEC bring a
civil injunctive action against those persons, alleging
violations of the securities laws.  Warnaco is advised that those
persons also have filed Wells Submissions.

The Warnaco Group, Inc. is a manufacturer of intimate apparel,
menswear, jeanswear, swimwear, men's and women's sportswear,
better dresses, fragrances and accessories. The Company filed for
Chapter 11 protection on June 11, 2001 (Bankr. S.D.N.Y. Case No.
01-41643).  Elizabeth McColm, Esq., and Kelley Ann Cornish, Esq.,
at Sidley, Austin Brown & Wood represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
their creditors, they listed $2,372,705,638 in assets and
$3,078,347,176 in debts. (Warnaco Bankruptcy News, Issue No. 60;
Bankruptcy Creditors' Service, Inc., 215/945-7000)  


WHEREHOUSE ENTERTAINMENT: Delaware Court Confirms Liquidating Plan
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware confirmed
Wherehouse Entertainment, Inc., and its debtor-affiliates' Chapter
11 Liquidating Plan after finding that the Plan complies with each
of the 13 standards articulated in Section 1129 of the Bankruptcy
Code:

      (1) the Plan complies with the Bankruptcy Code;
      (2) the Debtors have complied with the Bankruptcy Code;
      (3) the Plan was proposed in good faith;
      (4) all plan-related cost and expense payments are
          reasonable;
      (5) the Plan identifies the individuals who will serve as
          officers and directors post-emergence;
      (6) Debtors' business will cease to exist, and therefore,
          will not involve rates established, approved or
          subject to governmental regulation;
      (7) creditors receive more under the plan than they would
          in a chapter 7 liquidation;
      (8) all impaired creditors have voted to accept the Plan ,
          or, if they voted to reject, then the Plan complies
          with the absolute priority rule;
      (9) the Plan provides for full payment of Priority Claims;
     (10) at least one non-insider impaired class voted to
          accept the Plan;
     (11) the Plan is feasible and confirmation is unlikely to
          be followed by further financial reorganization;
     (12) all amounts owed to the Clerk and the U.S. Trustee
          will be paid; and
     (13) the Debtors do not have any retiree benefits programs.

All executory contracts and unexpired leases as which the Debtors
are a party will be deemed automatically rejected on the Effective
Date.

A full-text copy of the Debtors' Chapter 11 Liquidating Plan is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=040419222239

Wherehouse Entertainment, Inc., sells prerecorded music,
videocassettes, DVDs, video games, personal electronics, blank
audio cassettes and videocassettes, and accessories. The Company
filed for chapter 11 protection on January 20, 2003,
(Bankr. Del. Case No. 03-10224). Mark D. Collins, Esq., and Paul
Noble Heath, Esq., at Richards Layton & Finger represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $227,957,000 in total
assets and $222,530,000 in total debts.


WICKES: Committee Turns to Houlihan Lokey for Financial Advice
--------------------------------------------------------------
The Official Committee of Unsecured Creditors for the chapter 11
case of Wickes, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Illinois, Eastern Division, for authority to
employ Houlihan Lokey Howard & Zukin, as its financial advisors,
nunc pro tunc to February 2, 2004.

The Committee has selected Houlihan Lokey as its Financial Advisor
and as Transaction Broker because of the firm's experience and
qualifications.  The Committee believes that Houlihan Lokey is
both well-qualified and uniquely able to represent it in this
Chapter 11 case in a most efficient and timely manner.

Houlihan Lokey, as its Financial Advisor and as Transaction Broke,
will:

   a) evaluate the assets and liabilities of the Debtor;

   b) analyze and review the financial and operating statements
      of the Debtor;

   c) analyze the business plans and forecasts of the Debtor;

   d) evaluate all aspects of the Debtor's near term liquidity,
      including all available financing alternatives;

   e) review any of the Debtor's proposed material expenditures
      and provide an assessment thereof in terms of the Debtor's
      proposed operating strategy and possible alternatives
      thereto;

   f) evaluate all aspects of any debtor-in-possession
      financing, cash collateral usage and adequate protection
      therefore and any exit financing in connection with any
      plan of reorganization and any budgets relating thereto;

   g) provide such specific valuation, financial analyses and
      other reports, including liquidation analysis, as the
      Committee may require in connection with the Cases and
      attend and participate in Committee meetings;

   h) assess the financial issues and options concerning:

         (i) the sale of any assets of the Debtor, either in
             whole or in part, and

        (ii) the Debtor's plan(s) of reorganization of any other
             plan(s) of reorganization;

   i) prepare analysis and explanation of the Plan to various
      constituencies;

   j) assist in the evaluation of the Debtor's debt capacity and
      alternative pro forma capital structures in light of its
      projected cash flows and capital markets;

   k) assist the Committee in preparing documentation within the
      Financial Advisor's urea of expertise required in
      connection with supporting or opposing a Plan, including a
      liquidation analysis and a 5-year projection of the
      operation of the Debtor's business following confirmation
      of a Plan;

   l) review and provide analyses and valuations of any new
      securities, other consideration or other inducements to be
      offered and/or issues under any proposed Plan;

   m) participate in hearings before the Bankruptcy Court,
      including providing testimony in court and/or reports on
      behalf of the Committee, if necessary; and

   n) serve as Transaction Broker and in conjunction with the
      Debtor's other advisors, identify and pursue:

         (i) potential buyers for the Debtor and/or segments of
             the Debtor and

        (ii) potential new money investors; and

   o) provide other financial advisory services reasonably
      related to the foregoing as the Committee or Committee
      Counsel may from lime to time request.

In addition Houlihan Lokey will communicate with the Debtor, the
Agent for the Bank Group, any Alternative DIP Lender and the 2005
Bonds Ad Hoc Committee on a confidential basis regarding the
marketing process from time to time.

The Debtor will pay Houlihan Lokey a $75,000 monthly fee.  On the
effective date of the Plan, the firm will receive an additional:

   a) $350,000 restructuring fee;

   b) M&A Transaction Fee equal to the sum of:

        i) $600,000, plus

       ii) 2.5% of the amount by which the transaction value
           exceeds $100 million, plus

      iii) 5.0% of the transaction value in excess of $120
           million.

David J. Rosen, Senior Vice-President with Houlihan Lokey assures
the Court that his firm is a "disinterested person" as that term
is defined in the Bankruptcy Code.

Headquartered in Vernon Hills, Illinois, Wickes Inc.
-- http://www.wickes.com/-- is a retailer and manufacturer of  
building materials, catering to residential and commercial
building professionals, repairs and remodeling contractors and
project do-it-yourself consumers. The Company filed for chapter 11
protection on January 20, 2004 (Bankr. N.D. Ill. Case No. 04-
02221).  Richard M. Bendix Jr., Esq., at Schwartz Cooper
Greenberger & Krauss represents the Debtor in its restructuring
efforts. When the Company filed for protection from its creditors,
it listed $155,453,000 in total assets and $168,199,000 in total
debts.


WORLDCOM: Emerges from Chapter 11 Protection as MCI, Inc.
---------------------------------------------------------
MCI (WCOEQ, MCWEQ) formally emerged from U.S. Chapter 11
protection. This emergence signifies that MCI's plan of
reorganization, confirmed on October 31, 2003, by the U. S.
Bankruptcy Court for the Southern District of New York is now
effective and the company has begun to distribute securities and
cash to its creditors. With the Chapter 11 process behind it, the
company is now officially known as MCI, Inc.

"MCI's turnaround is a tribute to the human spirit and the amazing
will of our 50,000 dedicated employees," said Michael D. Capellas,
MCI president and CEO. "This is a symbolic day for MCI employees,
who have remained committed to serving our customers. I feel a
great sense of pride for all we've accomplished together."

"We are emerging with a new Board and management team, a sound
financial position, unmatched global assets, a strong customer
base and industry-leading service quality."

            Industry Shifts Play to MCI's Advantage

The telecommunications industry is going through a period of
transformation. Increased competition, wireless displacement,
regulatory restrictions and technological changes make for a tough
industry climate. Despite seismic shifts in the telecom industry,
Internet usage is still increasing, people are communicating more
often and in more ways and computing and communications are
converging. This convergence unquestionably plays to MCI's core
strengths.

"The real winner will be whoever is able to provide simple,
converged products and services that can manage digitized content
on a global IP network securely and reliably," said Capellas. "MCI
is uniquely positioned to do just that, with an end-to-end global
communications network spanning 150 countries on six continents."

            Customer Focus Remains Top Priority

MCI emerges with a strong enterprise customer base, retaining all
of its largest corporate customers as well as signing many new
accounts.

In the past six months, longstanding MCI customers such as
DaimlerChrysler and NASDAQ have signed new agreements with MCI. In
addition, other customers such as Emerson, Hughes Supply and
Siebel Systems continue to rely on MCI to meet their evolving
communications needs.

Emerson was an early adopter of MCI's IP services in 1999, and
today MCI provides the company with a global IP VPN solution that
spans more than 400 sites around the globe.

"MCI has consistently delivered the highest level of quality
service and support we need to conduct critical business
operations," said Ken Hahn, Emerson CIO. "We believe in MCI's
long-term strategy to deliver the next generation of IP services
and the company's ability to deliver the solutions we need to
succeed today and in the future."

In the upcoming weeks and months, MCI will roll-out new products
and services, as well as announce several new partnerships that
extend its IP leadership position.

"Our emergence is not the finish line, it's the beginning of a new
race," said Capellas. "Somewhere between telecommunications and
computing there's a new kind of company, and that's what MCI will
be."

                        About MCI

MCI, Inc., (WCOEQ, MCWEQ), is a leading global communications
provider, delivering innovative, cost-effective, advanced
communications connectivity to businesses, governments and
consumers. With the industry's most expansive global IP backbone,
based on the number of company-owned points of presence, and
wholly-owned data networks, MCI develops the converged
communications products and services that are the foundation for
commerce and communications in today's market. For more
information, go to http://www.mci.com/  


* 15 Hunton & Williams Attorneys Named 2004 Georgia Super Lawyers
-----------------------------------------------------------------
Fifteen of Hunton & Williams local attorneys were named to the
inaugural list of Georgia Super Lawyers as published in Atlanta
Magazine. The Georgia Super Lawyers ranking follows on the heels
of Georgia Trend's naming eight Hunton & Williams lawyers to its
2003 Legal Elite, which recognizes the state's "most effective
lawyers."

The Atlanta office, which celebrated its 15 year anniversary last
November, is one of 17 Hunton & Williams offices worldwide. Since
opening its doors in 1988, the Atlanta office has grown from a
handful of lawyers to over 100. The firm ranked 34th by American
Lawyer magazine in its annual AmLaw 100 and 40th in the
publication's Global 100. Hunton & Williams was named an "All-
Round Champ" by Corporate Counsel in its survey of "Who Represents
America's Biggest Companies," and was among five law firms most
frequently named as primary outside counsel for intellectual
property by IP Law & Business magazine. The firm was also among
those most cited as primary outside counsel by the Fortune 250 in
the National Law Journal's annual "Who Represents Corporate
America" issue.

"We're proud of all our colleagues and especially congratulate
these Super Lawyers and Legal Elite," says Kurt Powell, managing
partner of the Atlanta office. "They are representative of the
overall strength of our firm in a variety of practice areas."

                  Georgia Super Lawyers

      Jerry B. Blackstock
      Business Litigation and Top 10 Georgia Super Lawyer

      Russell S. Bogue III
      Bankruptcy & Workout

      Matthew J. Calvert
      Business Litigation

      L. Traywick Duffie
      Employment Litigation and Top 50 Georgia Super Lawyer

      Mark E. Grantham
      Business Litigation

      Scott M. Hobby
      Corporate Finance

      Robert E. Hogfoss
      Environmental/Land Use

      Elizabeth Ann "Betty" Morgan
      Intellectual Property Litigation

      Rob J. Muething
      Tax

      Kurt A. Powell
      Employment Litigation

      William M. Ragland, Jr.
      Business Litigation

      Caryl Greenberg Smith
      Bond & Government Finance and
      Top 50 Female Georgia Super Lawyer

      C.L. Wagner, Jr.
      General Business

      Steve F. White
      Real Estate

      Eric J. Taylor
      Class Action/Mass Tort (now Litigation Counsel with ING)

               Georgia Trend's 2003 Legal Elite

      Jerry B. Blackstock
      Business Litigation

      Lawrence J. Bracken II
      Personal Injury

      L. Traywick Duffie
      Labor & Employment

      Scott M. Hobby
      Corporate Law

      Sylvia King Kochler
      Criminal Law

      Elizabeth Ann "Betty" Morgan
      Intellectual Property

      William M. Ragland, Jr.
      Intellectual Property

      Rita A. Sheffey
      Pro Bono

                     About Hunton & Williams

Hunton & Williams provides legal services to corporations,
financial institutions, governments and individuals as well as a
broad array of other entities. Since its establishment in 1901,
Hunton & Williams has grown to over 850 attorneys serving clients
in 80 countries from 17 offices around the world. While Hunton &
Williams' practice has a particular emphasis on corporate
transactions, corporate and structured finance, energy and
environmental law, governmental relations and commercial
litigation, the firm's depth and breadth of experience extends to
more than 50 separate practice areas.


* Chadbourne & Parke Welcomes Securities Litigator Joaquin Sena
---------------------------------------------------------------
The international law firm of Chadbourne & Parke LLP announced
that securities litigator Joaquin M. Sena, 43, has joined the Firm
as counsel, resident in Washington, D.C. Mr. Sena comes to
Chadbourne from the Securities and Exchange Commission, where he
was Assistant Chief Litigation Counsel and most recently served as
lead litigation attorney in the SEC's financial fraud case against
Parmalat Finanziaria S.p.A.

Mr. Sena is the fourth former SEC enforcement official to join the
Firm in the past two years.

"We are pleased to welcome Jack to Chadbourne," said Charles K.
O'Neill, the Firm's Managing Partner. "He brings considerable
firsthand SEC experience to the Firm and continues the expansion
not only of our securities litigation and regulatory enforcement
practice group, but also to our white collar defense practice
group." Both practice groups have experienced rapid growth to
accommodate the Firm's growing high profile presence in these
practice areas.

Mr. Sena joins the Firm's securities litigation practice, which
brings together more than 20 attorneys in the New York,
Washington, D.C. and Los Angeles offices. Members of the practice
include partner Thomas V. Sjoblom, who heads the practice group,
and counsels Clifford C. Hyatt and John G. Moon, all of whom also
served previously as enforcement officials at the SEC.

Mr. Sena also adds depth to the Firm's white collar criminal
defense practice, whose members include partner Kenneth A. Caruso,
former Deputy Associate United States Attorney General in the
Department of Justice in Washington, D.C.; partner Abbe David
Lowell, former DOJ Special Assistant U.S. Attorney and now a
prominent defense attorney in criminal and Congressional matters;
Mr. Sjoblom, former Special Assistant U.S. Attorney in three
different judicial districts across the United States; and Mr.
Moon, former Special Assistant U.S. Attorney in the DOJ Criminal
Division, Fraud Section in Washington, D.C.

"I have known Jack as a first-rate litigator since my days at the
SEC," said Mr. Sjoblom, who spent nearly 20 years at the SEC prior
to entering private practice in 1999. "His SEC investigatory and
trial expertise adds significant cache to our securities
litigation and regulatory practice group, to the Firm as a whole,
and for our clients."

As Assistant Chief Litigation Counsel at the SEC, Mr. Sena was
responsible for representing the SEC in all phases of litigation
in federal courts against defendants alleged to have violated
federal securities laws. In addition to serving as lead litigation
attorney in the Parmalat case, Mr. Sena also worked on the civil
case against Millennium Financial Ltd. In that prosecution, he
helped investigate the offshore boiler room and served as lead
litigation counsel in the suit against the company and individuals
behind it; they were accused of defrauding more than 700 investors
in more than 20 countries.

Previously, Mr. Sena served as an SEC Staff Attorney,
investigating violations of federal securities laws involving
insider trading, market manipulation, financial fraud and the
fraudulent offer and sale of unregistered securities. Mr. Sena
also served as a Special Assistant U.S. Attorney for the Eastern
District of Virginia. In this capacity he handled all stages of
prosecutions for misdemeanor and felony cases, including
investigations and trials and appeals.

Mr. Sena received his B.A. from Brown University and his J.D. from
the University of Pennsylvania Law School.
      
                  About Chadbourne & Parke LLP

Chadbourne & Parke LLP, an international law firm headquartered in
New York City, provides a full range of legal services, including
mergers and acquisitions, securities, project finance, corporate
finance, energy, telecommunications, commercial and products
liability litigation, securities litigation and regulatory
enforcement, white collar defense, intellectual property,
antitrust, domestic and international tax, reinsurance and
insurance, environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters. The Firm has offices in New York,
Washington, D.C., Los Angeles, Houston, Moscow, Kyiv, Warsaw
(through a Polish partnership), Beijing and a multinational
partnership, Chadbourne & Parke, in London. For additional
information, visit http://www.chadbourne.com/


* The Deal Launches 12-Page Weekly Newsletter for $7,500 per Year
-----------------------------------------------------------------
Proposing to charge subscribers a whopping $7,500 per year, The
Deal LLC, a media company providing business and financial news
and analysis to corporate and financial leaders, their advisers
and investors, unveiled a product for bankruptcy and restructuring
professionals this week.  The new product combines Bankruptcy
Insider, a weekly 12-page print newsletter, BankruptcyInsider.com,
a dedicated Web site, and a bankruptcy database. With the debut,
The Deal has also entered an exclusive marketing alliance with the
Turnaround Management Association (TMA), an international
nonprofit association dedicated to corporate renewal and
turnaround management. The TMA is the only association offering
this product to its members at a special rate.

The TMA is also supporting the launch through various marketing
collaborations. To introduce Bankruptcy Insider to TMA's members,
the newsletter will be mailed with the May issue of TMA's Journal
of Corporate Renewal, reaching 7,500 readers. In addition to e-
mail announcements, the TMA is exploring opportunities for
Bankruptcy Insider's editors to serve as expert speakers and
panelists at future TMA conferences.

"The TMA leadership believes The Deal's Bankruptcy Insider
products are invaluable resources for our members," said John
Rizzardi, chairman of TMA's board of directors and a partner in
the Seattle law firm of Cairncross & Hempelmann. "This marketing
alliance between TMA, the premier professional community for those
in the corporate renewal and turnaround management industry, and
The Deal, a respected provider of essential information for this
industry, is a win-win for both parties."

"Over the past four years we have developed a leadership position
with our coverage of bankruptcy and restructuring, one of the many
pillars of our editorial platform. Bankruptcy Insider and
BankruptcyInsider.com are product extensions of our brand and
consistent with our mission to be the authoritative voice of the
deal economy," said Kevin Worth, CEO and president of The Deal
LLC. "We are very excited to be working with the TMA in this
product's debut."

                     About The Deal LLC

The Deal is a diversified media company dedicated to providing
must-read financial news, commentary, data and services to
corporate and financial dealmakers, their advisers and investors
worldwide. Through The Deal, The Daily Deal, TheDeal.com,
Corporate Control Alert and Corporate Dealmaker, the company
gathers, reports and disseminates information that offers a
detailed look at transactions, industry sectors and financial
services, along with the personalities and players who are the
central figures driving change in the global economy. Investors in
The Deal, a privately held company, include majority owner U.S.
Equity Partners, a private investment fund sponsored by
Wasserstein & Co. LP, and Rustic Canyon Ventures, one of the
largest venture capital funds in Southern California.

                        About TMA

Turnaround Management Association -- http://www.turnaround.org/--  
is the only international non-profit association dedicated to
corporate renewal and turnaround management. With international
headquarters in Chicago, TMA's 6,800 members in 33 regional
chapters comprise a professional community of turnaround
practitioners, attorneys, accountants, investors, lenders, venture
capitalists, accountants, appraisers, liquidators, executive
recruiters and consultants. Members adhere to a Code of Ethics
specifying high standards of professionalism, integrity and
competence. Its Certified Turnaround Professional (CTP) program
recognizes professional excellence and provides an objective
measure of expertise related to workouts, restructurings and
corporate renewal.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC Founders Awards and Spring Luncheon
         JW Marriott, Washington D.C.
            Contact: 1-703-449-1316 or http://www.iwirc.com/

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
         Annual Spring Meeting
            J.W. Marriott, Washington, D.C.
               Contact: 1-703-739-0800 or http://www.abiworld.org/   

April 18-20, 2004
   INTERNATIONAL BAR ASSOCIATION
         Insolvency is Changing Globally - How and Why?
            Seville, Spain
               Contact: http://www.ibanet.org/     

April 29-May 1, 2004
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Fairmont Hotel, New Orleans
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org/  

May 3, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Conference Center, New York, NY
            Contact: 1-703-739-0800 or http://www.abiworld.org/   

May 13-14, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      The First Annual Conference on Distressed Investing -
         Europe: Maximizing Profits in the European Distressed
            Debt Market
               Le Meridien Piccadilly Hotel - London, UK
                  Contact: 1-800-726-2524; 903-592-5168;
                     dhenderson@renaissanceamerican.com

May 20-22, 2004
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Astor Crowne Plaza, New Orleans
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 2-5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org/   

June 10-12, 2004
   ALI-ABA
      Chapter 11 Business Reorganizations
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 14-15, 2004
   TURNAROUND MANAGEMENT ASSOCIATION
      2004 Advanced Education Workshop
          Toronto Univesity, Toronto Canada
             Contact: 312-578-6900 or http://www.turnaround.org/

June 24-25, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      The Seventh Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel - Chicago
                  Contact: 1-800-726-2524; 903-592-5168;
                     dhenderson@renaissanceamerican.com  

June 24-26,2004
   AMERICAN BANKRUPTCY INSTITUTE
      Hawaii Bankruptcy Workshop
         Hyatt Regency Kauai, Kauai, Hawaii
            Contact: 1-703-739-0800 or http://www.abiworld.org/   

July 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      The Mount Washington Hotel
         Bretton Woods, NH
            Contact: 1-703-739-0800 or http://www.abiworld.org/   

July 28-31, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org/   

September 18-21, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Bellagio, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org/   

October 9-10, 2004
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC Annual Fall Conference
         Nashville, TN
            Contact: 1-703-449-1316 or http://www.iwirc.com/

October 10-13, 2004
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Seventh Annual Meeting
         Nashville, TN
            Contact: http://www.ncbj.org/   

October 15-18, 2004
   TURNAROUND MANAGEMENT ASSOCIATION
      2004 Annual Convention
          Marriott Marquis, New York City
             Contact: 312-578-6900 or http://www.turnaround.org/

November 29-30, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      The Eleventh Annual Conference on Distressed Investing
         Maximizing Profits in the Distressed Debt Market
            The Plaza Hotel - New York City
                Contact: 1-800-726-2524; 903-592-5168;
                   dhenderson@renaissanceamerican.com

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org/   

March 9-12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Spring Conference
          JW Marriott Desert Ridge, Phoenix, AZ
             Contact: 312-578-6900 or http://www.turnaround.org/

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org/   

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
Drafting, Securities and Bankruptcy
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, MA
         Contact: 1-703-739-0800 or http://www.abiworld.org/   

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, SC
            Contact: 1-703-739-0800 or http://www.abiworld.org/   

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
          Chicago Hilton & Towers, Chicago
             Contact: 312-578-6900 or http://www.turnaround.org/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, TX
            Contact: http://www.ncbj.org/   

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org/   

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                           *********

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

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

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

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

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

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

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

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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