TCR_Public/040422.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, April 22, 2004, Vol. 8, No. 79

                           Headlines

AK STEEL: May Surcharge Electrical Steel Products
ANALYTICAL SURVEYS: Names Hamid Akhavan Senior VP -- Operations
ANC RENTAL: Court Confirms 3rd Amended Chap. 11 Liquidating Plan
BOISE CASCADE: First Quarter 2004 Results Enters Positive Zone
BRIDGEPORT METAL: US Trustee Names 3-Member Creditors' Committee

BUDGET GROUP: P. Hirsch Urges Court to Reinstate $2.2MM Claim
CASCADES: First Quarter 2004 Results Conference Call is on May 4
CENTURION CDO: S&P Assigns BB Preliminary Ratings to Class D Notes
COEUR D'ALENE: Files Securities Registration Statements with SEC
COMMUNITY REINVESTMENT: S&P Rates $65.1M Series 2004C Bonds at BB

COMPUTERMAX: Case Summary & 20 Largest Unsecured Creditors
CONSECO SENIOR: Receives Order From Florida Insurance Regulator
COTT CORP: Declares Record First Quarter 2004 Financial Results
DANA CORPORATION: Names CEO Michael J. Burns as Board Chairman
DANA CORPORATION: Declares Dividend Payable on June 15, 2004

DAN RIVER: Gets Nod to Hire King & Spalding as Attorneys
DELTA WOODSIDE: Net Loss Doubles to $2.3 Million at March 27, 2004
DESI INSURANCE: Voluntary Chapter 11 Case Summary
DEXTERITY SURGICAL: Case Summary & 20 Largest Unsecured Creditors
DRIVETIME: S&P Withdraws Low-B & Junk Counterparty & Debt Ratings

DIGITAL LIGHTWAVE: May File for Bankruptcy if Refinancing Fails
DSL.NET: 2003 Audit Report Includes Going Concern Qualification
ECHOSTAR: Extends Form 10-K Filing as Co. Completes Restatement
ENRON: Wants Time to Serve Preference Lawsuits Extended to June 9
ESHEL MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors

EXIDE TECHNOLOGIES: Delaware Court Confirms Reorganization Plan
FERRELLGAS: Completes Blue Rhino Stock Acquisition for $343 Mil.
FERRELLGAS PARTNERS: Closes $250 Million Senior Note Offering
FIBERMARK: Wants to Continue Hiring Ordinary Course Professionals
FLEMING: Wants Court to Fix June 19 Plan Confirmation Hearing Date

FULTON STREET: Fitch Cuts Class C Fixed-Rate Notes' Rating to B
GRACE DIGITAL: Case Summary & 20 Largest Unsecured Creditors
HOST MARRIOTT: Directors Vote to Declassify Board
ID KRIFF INC: Case Summary & 20 Largest Unsecured Creditors
INTERPLAY ENTERTAINMENT: Looks for More Funds as Bankruptcy Looms

INTERPLAY: Engages SG Capital to Explore Strategic Options
JP MORGAN: Fitch Affirms Low-B Ratings for 6 Ser. 2001-CIBC3 Notes
LITFUNDING CORP: Inks Settlement Agreement with Creditors
KMART: Leona Celestine Wants Court to Okay Validity of $6.6M Claim
LAIDLAW: Greyhound Unit's Facility Compliance Still Uncertain

LEGACY HOTELS: Posts Improved Revenues for First Quarter 2004
MACK FARMS INC: Case Summary & 20 Largest Unsecured Creditors
METALS USA: Fulbright & Jaworski Submits Post-Confirmation Report
METRIS COMPANIES: First Quarter 2004 Results Turn Positive
METRIS: S&P Places Junk Counterparty Rating on Watch Developing

MINORPLANET: Secures Increased $1.6 Million Funding Commitment
MIRANT CORP: Objects to Perryville Energy's $1 Billion Claim
MIRANT CORP: Court Okays Proposed Reclamation Claim Procedures
NANOGEN: Receives Ontario Court Approval to Acquire SynX Pharma
NAT'L CENTURY: Erwin Katz Appointed as Unencumbered Assets Trustee

NATIONAL ENERGY: Most Creditors Say Yes to Reorganization Plan
NORAMPAC INC: Releasing First Quarter Results on April 27
OAKWOOD HOMES: Clayton Homes Acquires Assets for $372.5MM Cash
OMEGA HEALTHCARE: Declares Stock Dividends Payable on May 17
OMEGA HEALTHCARE: Releasing First Quarter Results on April 27

ORION TELECOMMS: Rosenfeld of Triax Capital to Serve as CRO
OWENS-ILLINOIS: First Quarter 2004 Net Earnings Climb to $49MM
OXIS INTERNATIONAL: Axonyx Inc. Discloses 56.8% Majority Stake
PAC-WEST TELECOMM: Will Report First Quarter Results on April 28
PARMALAT GROUP: Committee Brings-In Cole Schotz as Special Counsel

PG&E NAT'L: Obtains Go-Signal for $30M TransCanada Break-Up Fee
PILLOWTEX: Agrees to Recharacterize GECC Lease Schedule C-97-1
PREMCOR REFINING: Fitch Assigns BB- Senior Unsecured Debt Rating
RICHARD MARTIN MGMT: Voluntary Chapter 11 Case Summary
ROGERS COMMS: Reports Improved 1st Quarter 2004 Financial Results

SEMCO ENERGY: Declares Quarterly Dividend Payable on May 15
SHAW GROUP: Commences $25 Million Equity Offering
SILICON GRAPHICS: March 2004 Balance Sheet Insolvency Tops $164MM
SOLUTIA INC: Court Approves Non-Core Asset Sale Procedures
SPIEGEL: Takes Steps to Rationalize Catalog & Corporate Functions

STELCO: Union Urge Members to Attend May 1 Hamilton Rally
TIMKEN CO: Shareholders Elect Jerry Jasinowski as New Director
TRANS-INDUSTRIES: Auditors Express Going Concern Qualification
TRAVEL SERVICE: Case Summary & 19 Largest Unsecured Creditors
TRIAD HOSPITALS: Publishes First Quarter Operating Results

UNITED AIRLINES: Inks Stipulation Settling Milepost Dispute
US AIRWAYS: Woos Court to Enforce Philip Morris Agreement
US AIRWAYS: S&P Keeps Ratings on Watch Negative as CEO Resigns
USI HOLDINGS: Closes Public Offering of $11MM Common Stock
WARNACO GROUP: Annual Shareholders' Meeting Set for May 19, 2004

WCI STEEL: Files Reorganization Plan in N.D. Ohio Bankr. Court
WESTCHESTER COUNTY HEALTH: S&P Lowers Rating Two Notches to BB
WICKES: Employs RE/MAX as Michigan Real Estate Broker
W.R. GRACE: Delivers First Quarter 2004 Financial Results
WORLDCOM/MCI: Board Adopts Shareholder Rights Plan

XM SATELLITE: Closes $200M Sr. Secured Floating Rate Note Offering

* Corp. Finance Attorney William Burke Returns to Sheppard Mullin
* Cadwalader's Charlotte Office Tops Chambers & Partners Rankings

                           *********

AK STEEL: May Surcharge Electrical Steel Products
-------------------------------------------------
AK Steel (NYSE: AKS) said that, effective with shipments on May 1,
2004, the surcharge to its electrical steel sheet and strip
products will be $150 per ton ($7.50/cwt.). AK Steel previously
implemented a surcharge to its electrical steels beginning
with February 2004 shipments.

The amount of the surcharge is adjusted monthly based upon changes
in raw material costs.  This surcharge has been implemented to
partially offset extraordinary increases in raw material costs,
particularly costs of energy and steel scrap.

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


ANALYTICAL SURVEYS: Names Hamid Akhavan Senior VP -- Operations
---------------------------------------------------------------
Analytical Surveys, Inc. (ASI) (Nasdaq: ANLT), a leading provider
of utility-industry data collection, creation and management
services for the geographic information systems (GIS) markets,
announced Hamid Akhavan has rejoined the Company as senior vice
president of operations.

Akhavan spent more than 20 years with the Company in a variety of
high-level positions in both operations and sales.  He continued
to work as a consultant to the Company after his departure from
his project implementation position in January 2004.

During his tenure at ASI, Akhavan has been directly involved in
the performance and delivery of more than 100 GIS projects.  He
has extensive experience in the utility mapping sector and has
worked on and managed data collection and conversion projects for
customers in the electric, gas, water, wastewater, cable and
telephone industries.

"I am pleased and excited to be rejoining the leadership of ASI,"
Akhavan said.  "The Company has put in place the personnel and the
processes to achieve high-end project performance.  I share ASI's
focus of meeting and exceeding customer expectations."

Analytical Surveys Inc. (ASI) provides technology-enabled
solutions and expert services for geospatial data management,
including data capture and conversion, planning, implementation,
distribution strategies and maintenance services.  Through its
affiliates, ASI has played a leading role in the geospatial
industry for more than 40 years.  The Company is dedicated to
providing utilities and government with responsive, proactive
solutions that maximize the value of information and technology
assets.  ASI is headquartered in San Antonio, Texas and maintains
operations in Waukesha, Wisconsin.  For more information, visit
http://www.anlt.com/

                       *   *   *

As reported in Troubled Company Reporter's January 8, 2004
edition, Analytical Surveys, Inc. said that its financial
statements issued on December 29, 2003, contained a going-concern
qualification from its auditors relating to the Company's fiscal
2003 financial statements.

The Company's independent auditor, KPMG, LLP, issued such a
going-concern qualification on the financial statements of the
Company for each fiscal year since the fiscal 2000 results were
reported on January 17, 2001. The going-concern qualification was
issued by KPMG based on the significant operating losses reported
in fiscal 2003 and 2002 and a lack of external financing to fund
working capital and debt requirements.

Since fiscal 2000, ASI has replaced the Board of Directors and
senior management team, eliminated all bank debt and recapitalized
the Company with a convertible debenture, and is implementing a
corporate turnaround effort designed to improve operating
efficiencies, reduce and eliminate cash losses and position ASI
for profitable operations.  Additionally, the Company's sales and
marketing team is pursuing market opportunities in both
traditional digital mapping and newly launched data management
initiatives.


ANC RENTAL: Court Confirms 3rd Amended Chap. 11 Liquidating Plan
----------------------------------------------------------------
William J. Burnett, Esq., at Blank Rome, LLP, in Wilmington,
Delaware, tells the Court that the ANC Rental Debtors' Plan is
feasible.  Mr. Burnett assures Judge Walrath that the Debtors
have, or will have available, sufficient cash resources to fund
all the payments on the Effective Date.

Moreover, Mr. Burnett asserts that the Debtors satisfied the
requirements of Section 1129(a) of the Bankruptcy Code,
warranting the confirmation of the Plan:

(A) Section 1129(a)(1)

    Section 1129(a)(1) requires that a plan comply with the
    applicable provisions of the Bankruptcy Code.  Mr. Burnett
    contends that the Plan satisfies all of the applicable
    provisions of the Bankruptcy Code.

(B) Section 1129(a)(2)

    Pursuant to Section 1129(a)(2), the Debtors, as proponents of
    the Plan, have complied with all of the provisions of the
    Bankruptcy Code, including, without limitation, the
    disclosure and solicitation requirements of Section 1125 and
    1126.  The Debtors transmitted solicitation materials
    including Ballots to the Holders of Claims in Class 2
    entitled to vote on the Plan, and non-materials to the
    Holders of Claims in Class 1, Class 3 and Class 4, and to the
    Holders of Ad Valorem Tax Claims and Other Secured Claims
    only after the Bankruptcy Code approved the Disclosure
    Statement as containing adequate information.  These
    materials were distributed in compliance with the
    requirements of the Solicitation Procedures Order, the
    Bankruptcy Code and the Bankruptcy Rules.

(C) Section 1129(a)(3)

    Section 1129(a)(3) states that a plan must be proposed in
    good faith and not by any means forbidden by law.  Mr.
    Burnett notes that the Debtors' and the Committee's
    objectives in proposing the Plan were for the valid business
    purpose of resolving disputes and satisfying, to the extent
    possible, the Debtors' obligations.
  
(D) Section 1129(a)(4)

    Section 1129(a)(4) requires that all payments made or to be
    made by the plan proponent, by the debtor or by a person
    issuing securities or acquiring property under the plan, for
    services or for costs and expenses in or in connection with
    the case, or in connection with the plan and incident to the
    case, have been approved by, or are subject to the approval
    of, the Court as reasonable.  According to Mr. Burnett, all
    payments made or to be made by the Debtors to their retained
    advisors for services or for costs and expenses in or in
    connection with these Chapter 11 cases, or in connection with
    the Plan and incident to the Chapter 11 cases, have been
    approved by, or are subject to the approval of, the Court.

(E) Section 1129(a)(5)

    Section 1129(a)(5) requires the plan proponent to disclose
    the identity and affiliations of any individual proposed to
    serve, after confirmation of the plan, as a director,
    officer, or voting trustee of the debtor, an affiliate of the
    debtor participating in a joint plan with the debtor or a
    successor to the debtor under the plan, and to show that the
    appointment to, or continuance in, the office of that
    individual is consistent with the interests of creditors and
    equity security holders and with public policy.  Section
    1129(a)(5) also requires the proponent of a plan of
    reorganization to disclose the identity of any insider that
    will be employed or retained by the reorganized debtor, and
    the nature of any compensation for that insider.

    The Debtors disclosed the identity of Denis O'Connor, as the
    proposed Liquidating Trustee and the sole director, officer
    and shareholder of the Debtors on and after the Confirmation.

    Consistent with Section 1123(a)(7) of the Bankruptcy Code,
    the Plan provides for Denis O'Connor, a senior managing
    director with FTI Consulting, to become the Liquidating
    Trustee to administer the Liquidating Trust in accordance
    with the Liquidating Trust Agreement as of the Confirmation
    Date.  The designation of Denis O'Connor as Liquidating
    Trustee on and after the Confirmation Date is consistent with
    the interests of Holders of Claims and Interests and public
    policy.

(F) Section 1129(a)(6)

    Section 1129(a)(6) requires a debtor to obtain the approval
    of any governmental regulatory commission, with jurisdiction
    over the debtor, with respect to any rate changes provided
    for in the debtor's plan of reorganization.  The Plan does
    not provide for any changes in rates that require regulatory
    approval of any governmental agency.  Section 1129(a)(6) is,
    accordingly, not applicable.

(G) Section 1129(a)(7)

    Section 1129(a)(7) requires each creditor or equity interest
    holder in an impaired class to accept the plan of
    reorganization or receive or retain under the plan on
    account of a claim or interest property of a value, as of the
    effective date of that plan, that is not less than the amount
    that the holder would receive or retain if the debtor were
    liquidated under Chapter 7 of the Bankruptcy Code.  Mr.
    Burnett contends that the Plan satisfies the "best interest"
    test.  With respect to each Impaired Class of Claims, and
    each Impaired Class of Interests, each Claim Holder or
    Interest Holder of a Class either accepted the Plan or will
    receive or retain under the Plan on account of the Claim or
    Interest property of a value, as of the Effective Date, that
    is not less than the amount the Holders would receive or
    retain if the Debtors were liquidated on the Effective Date
    under Chapter 7 of the Bankruptcy Code.

(H) Section 1129(a)(8)

    Section 1129(a)(8) requires that, with respect to each class
    of claims or interests under a plan, the class has either
    accepted the plan or is not impaired under the plan.  Class 2
    has accepted the Plan.  Carole G. Donlin certified that at
    least two-thirds in dollar amount and more than one-half in
    number of the Holders of Claims in Class 2 -- General
    Unsecured Claims -- accepted the Plan.

    Because Classes 3 and 4 will receive no distribution and
    retain no interest under the Plan, they are deemed to have
    rejected the Plan.  Because the requirements of Section
    1129(a)(8) are not satisfied with respect to Classes 3 and 4,
    the Debtors ask the Court to confirm the Plan under Section
    1129(b) as to those Classes.

    Class 3 consists of ANC Intercompany Claims.  The Plan is
    fair and equitable with respect to these Claims because no
    Class junior to Class 3 under the Plan will receive or retain
    any property under the Plan on account of that junior
    Interest.  The Plan does not discriminate unfairly with
    respect to Holders of Class 3 Claims because it provides for
    substantive consolidation of the Debtors' cases.

    The Plan is fair and equitable with respect to the Holders of
    Class 4 ANC Common Stock Interests as no Class junior to
    Class 4 under the Plan will receive or retain any property
    under the Plan on account of the junior Interest.  In
    addition, the Plan does not discriminate unfairly with
    respect to Holders of Class 4 Interests.  

(I) Section 1129(a)(9)

    The Plan provides for the mandatory treatment of Allowed
    Administrative Expenses and Allowed Priority Claims pursuant
    to Sections 507(a)(1), (1)(3), (a)(4) and (a)(8) of the
    Bankruptcy Code, in accordance with Section 1129(a)(9) of the
    Bankruptcy Code, except to the extent that the Holder of a
    particular Claim has agreed in writing to a different
    treatment.

(J) Section 1129(a)(10)

    Section 1129(a)(10) provides that at least one impaired class
    of claims must accept the plan of reorganization, determined
    without including any acceptance of that plan by any insider.  
    As demonstrated by the Plan Vote Certification, at least one
    impaired Class of Claims has accepted the Plan.

(K) Section 1129(a)(11)

    Section 1129(a)(11) permits a plan to be confirmed if it is
    feasible, i.e., it is not likely to be followed by
    liquidation or the need for further financial  
    reorganization.  

    The Debtors demonstrated that, on and after the Effective
    Date, they would have the ability to meet their financial
    obligations under the Plan and liquidate their remaining
    assets in the ordinary course.  As required by Section
    1129(a)(11), confirmation of the Plan is not likely to be
    followed by the liquidation or need for further financial
    reorganization of the Debtors, except as contemplated by the
    Plan.

(L) Section 1129(a)(12)

    Section 1129(a)(12) requires that all fees payable under
    Section 1930 of the Judiciary Procedures Code, as determined
    by the court at the hearing on confirmation of the plan,
    either have been paid or the plan provides for the payment of
    all those fees on the effective date of the plan.  The
    Debtors have paid all Chapter 11 statutory and operating fees
    required to be paid during these cases and filed all fee
    statements required to be filed.  Pursuant to Section 13.1 of
    the Plan, all fees payable pursuant to Section 1930 of the
    Judiciary Procedures Code will be paid on the Effective Date.

(M) Section 1129(a)(13)

    Section 1129(a)(13) requires the continuation of payment of
    all retiree benefits, at the level established pursuant to
    Section 1114 of the Bankruptcy Code at any time prior to
    confirmation of the plan, for the duration of the period the
    debtor has obligated itself to provide those benefits.
    Section 1129(a)(13) is not applicable to these Chapter 11
    cases.

As required by Section 1123(a)(5) of the Bankruptcy Code, the
Plan contemplates adequate means for its execution and
implementation including, but not limited to:

   (1) the substantive consolidation of the Chapter 11 Cases; and

   (2) the formulation and administration of the Liquidating
       Trust for the purposes of liquidating the Debtors'
       remaining assets, winding up their affairs, and making
       distributions to holders of Allowed Clams.
  
Accordingly, Judge Walrath confirmed the Joint Liquidation Plan,
as modified, on April 15, 2004, in accordance with Section
1129(a) and (b) of the Bankruptcy Code.  

The Court also approves the substantive consolidation of the
Chapter 11 cases into a single case for purposes of distribution,
confirmation and consummation of the Plan in accordance with
Section 105(a).  In addition, on the Confirmation Date:
   
   (1) all of the Debtors' assets and liabilities will be
       treated as though they were merged;

   (2) all of the Debtors' prepetition cross-corporate guarantees
       will be eliminated;

   (3) any obligation of any Debtor and all guarantees executed
       by one or more of the Debtors will be deemed to be one
       obligation of the consolidated Debtors;

   (4) any Claims filed or to be filed in connection with any
       obligation and guarantees will be deemed one Claim against
       the consolidated Debtors;

   (5) each and every Claim filed in the individual Chapter 11
       Case of any of the Debtors will be deemed filed against
       the consolidated Debtors in the consolidated ANC Chapter
       11 Case and will be deemed a single obligation of all of
       the Debtors under the Plan on and after the Confirmation
       Date;

   (6) all duplicative claims filed against more than one of the
       Debtors will be automatically expunged so that only one
       Claim survives against the consolidated Debtors but in no
       way will the claim be deemed allowed by reason of Section
       9.7 of the Plan; and

   (7) the consolidated Debtors will be deemed, for purposes of
       determining the availability of the set-off rights under
       Section 553 of the Bankruptcy Code, to be one entity, so
       that, subject to other provisions of Section 553 of the
       Bankruptcy Code, the debts due to a particular Debtor may
       be offset against claims against another Debtor.

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


BOISE CASCADE: First Quarter 2004 Results Enters Positive Zone
--------------------------------------------------------------    
Boise Cascade Corporation (NYSE: BCC) (S&P, BB+ Corporate Credit
Rating, Stable Outlook), reported first quarter 2004 net income of
$63.5 million, or 66 cents per diluted share, compared with a net
loss of $27.5 million, or 53 cents per diluted share, in first
quarter 2003.  Fourth quarter 2003 net income was $6.9 million, or
5 cents per diluted share.

The quarter's results include a pretax gain of $59.9 million, or
40 cents per diluted share, from the sale of 79,000 acres of
timberland in Louisiana. Before this special item, the company
posted first quarter 2004 net income of $26.9 million, or 26 cents
per diluted share.
        
                         FINANCIAL HIGHLIGHTS
    
Sales in first quarter 2004 nearly doubled to $3.5 billion,
compared with $1.9 billion in the first quarter a year ago.  Sales
in fourth quarter 2003 were $2.4 billion.  Sales increased
primarily because of the acquisition of OfficeMax in December 2003
but were also aided by strong product prices in Boise Building
Solutions.
    
                         REVIEW OF OPERATIONS

On December 9, 2003, Boise acquired OfficeMax, Inc.  Following
that acquisition, the company began reporting two operating
segments, Contract and Retail, within Boise Office Solutions, its
office products distribution business. Taken together, the two
operating segments make up the company's Boise Office Solutions
business.

For first quarter 2004, Boise Office Solutions sales increased
150% to $2.3 billion, compared with the same quarter a year ago.  
Sales for locations operating in both periods, including OfficeMax
locations on a pro forma basis, increased 5%.  Total pro forma
sales of office supplies and paper increased 4%, sales of
technology products increased 5%, and sales of furniture were up
4%.  Boise's office papers sold through Boise Office Solutions
increased 16% to 167,000 tons, compared with a year ago.

Boise Office Solutions operating income was $58.4 million, up from
$20.7 million in first quarter 2003 and $40.0 million in fourth
quarter 2003. The results increased, relative to comparison
periods, due to the OfficeMax acquisition.  The operating margin
was 2.5%, compared with 3.2%, before a special item, in first
quarter 2003 and 3.2% in fourth quarter 2003.

In first quarter 2004, Boise Office Solutions achieved $12.6
million of the $80 million in integration synergies expected for
the year.  Integration costs of $8.9 million occurred primarily in
the contract segment, as the business began to consolidate
delivery warehouses, customer service centers, and administrative
staffing.  Boise Office Solutions also recorded acquisition-
related step-up costs of $4.5 million.

Boise Office Solutions, Contract, sales of $1.1 billion in first
quarter 2004 were 19% higher than sales in first quarter 2003 and
16% higher than in fourth quarter 2003.  Excluding foreign
exchange gains, sales rose 15%.  Year-over-year same-location
sales, excluding foreign exchange gains, in the first quarter rose
4%.

This segment reported first quarter 2004 operating income of
$34.4 million, compared with $29.9 million, before a special item,
in first quarter 2003 and $33.9 million in fourth quarter 2003.  
The operating margin was 3.1%, compared with 3.2% before a special
item, in first quarter 2003 and 3.5% in fourth quarter 2003.
        
               Boise Office Solutions, Retail Segment
    
Boise began reporting its Boise Office Solutions, Retail, segment
on December 10, 2003.  In first quarter 2004, segment sales of
$1.2 billion were 1% higher, and same-store sales were 3% higher,
than pro forma sales in first quarter 2003.  Boise Office
Solutions, Retail, reported operating income of $24.0 million and
an operating margin of 2.0% in first quarter 2004.
    
                    Boise Building Solutions
    
Boise Building Solutions reported record operating income, before
special items, of $68.4 million in first quarter 2004, compared
with an operating loss of $8.5 million in the same quarter a year  
ago and operating income of $52.3 million, before a special item,
in fourth quarter 2003.  Results were higher than comparison
quarters due to very strong plywood, lumber, and engineered wood
products markets.

Relative to first quarter 2003, average plywood prices increased
48%, and average lumber prices rose 26%.  Year over year, unit
sales volumes for plywood and lumber volume declined because of
the sale of our Yakima, Washington, wood products facilities in
February 2004.  Building materials distribution sales increased
58%, compared with first quarter 2003. Sales of engineered wood
products grew 33%.

Relative to fourth quarter 2003, average lumber prices increased
11%, while average plywood prices decreased 2%.  Unit sales
volumes were 4% higher in plywood and lumber.
    
                       Boise Paper Solutions
    
Boise Paper Solutions reported an operating loss of $32.1 million
in the first quarter before a pretax gain of $59.9 million on the
previously announced sale of 79,000 acres of Louisiana timberland.  
By comparison, the business lost $700,000 in first quarter 2003
and $14.4 million in fourth quarter 2003.  A reduction in
linerboard and newsprint production during a major boiler
rebuilding project in DeRidder, Louisiana, operating difficulties
associated with adverse weather conditions, and other production
issues all contributed to the loss in first quarter 2004.

Average net selling prices for Boise's mix of paper products were
down 5% from first quarter 2003 levels and up 1% from fourth-
quarter levels.
    
                            OUTLOOK

"For Boise overall, we continue to expect significantly higher
sales and income for full year 2004, relative to 2003, both as the
result of the acquisition of OfficeMax and strong or improving
performance in all of our businesses," said George J. Harad,
chairman and chief executive officer.

"In Boise Office Solutions, the second quarter of the year is
always seasonally weak, for both the Contract and Retail segments.  
We expect sales to decline sequentially and operating income to be
substantially lower than in the first quarter.  However, we are
pleased with the progress we are making in integrating OfficeMax
into our operations and continue to expect to meet our targets for
the full year of $80 million in integration synergies, same-store
sales growth of 4% to 6%, and an operating margin of 2.4% to 2.6%.

"In Boise Building Solutions, we expect this year's building
season to continue to be robust and markets for wood products to
remain strong through the summer," Harad said.

"In Boise Paper Solutions, we have announced and are implementing
price increases in our key grades, and our mills have returned to
normal production levels," he said.  "Boise Paper Solutions should
return to profitability in the second quarter."
    
                About Boise Cascade Corporation

Boise, headquartered in Boise, Idaho, provides solutions to help
customers work more efficiently, build more effectively, and
create new ways to meet business challenges.  We own or control
more than 2 million acres of timberland, primarily in the United
States, to support our manufacturing operations.  Boise had sales
of $8.2 billion in 2003.

Boise Office Solutions, headquartered in Itasca, Illinois, is a
division of Boise and a premier multinational contract and retail
distributor under the OfficeMax brand of office supplies and
paper, technology products, and office furniture.  Boise Office
Solutions had 2003 sales of $4.0 billion.

Boise Building Solutions, headquartered in Boise, Idaho, is a
division of Boise and manufactures plywood, lumber, particleboard,
and engineered wood products.  The business also operates 27
facilities that distribute a broad line of building materials,
including wood products manufacture d by Boise. Boise Building
Solutions posted manufacturing sales of $824 million and
distribution sales of $2.0 billion in 2003.

Boise Paper Solutions, headquartered in Boise, Idaho, is a
division of Boise and a manufacturer of office papers, a majority
of which are sold through Boise Office Solutions.  Boise Paper
Solutions also manufactures printing, forms, and converting
papers; value-added papers; newsprint; containerboard and
corrugated containers; and market pulp.  The division had 2003
sales of $1.9 billion.  Visit the Boise Web site at
http://www.bc.com/


BRIDGEPORT METAL: US Trustee Names 3-Member Creditors' Committee
----------------------------------------------------------------
The United States Trustee for Region 2 appointed 3 of the largest
unsecured creditors of The Bridgeport Metal Goods Manufacturing
Co. to serve on an Official Unsecured Creditors Committee in the
company's Chapter 11 case:

      1. Moldpro, Inc.,
         Gary L. Barnard, President
         36 Denman Thompson Avenue
         West Swanzey, New Hampshire 03446
         Tel: 603-3572523
         Fax: 603-3575061

      2. Evelet Crafters, Inc.
         Robert A. Finkenzeller, President
         2712 South Main Street
         Waterbury, Connecticut 06706
         Tel: 203-7579221
         Fax: 203-7572205

      3. Garrett Hewitt International, (NY), Inc.
         Robert J. Graham, President
         228 Danbury Road
         Wilton, Connecticut 06897
         Tel: 203-7611542
         Fax: 203-8340746

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

Headquartered in 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.
   

BUDGET GROUP: P. Hirsch Urges Court to Reinstate $2.2MM Claim  
-------------------------------------------------------------
Charles J. Brown, III, Esq., at Elzufon, Austin, Reardon,
Tarlov & Mondell, P.A., in Wilmington, Delaware, tells Judge Case
that Patricia Hirsch timely filed a $2,220,899 unsecured non-
priority claim against the Budget Group Debtors due to personal
injury.  Ms. Hirsch based the claim on a judgment against the
Debtors by the Circuit Court of the Fifteenth Judicial Circuit of
Florida in and for Palm Beach County Florida, Case No. CL 00-1857.  
The judgment was rendered on May 22, 2002.

At the time of the Debtors' bankruptcy petition, the Florida Case
was in the post-trial motion stage and on September 17, 2002, Ms.
Hirsch asked the Bankruptcy Court to lift the stay to allow the
Florida Case to proceed.  The Florida Case has since been
appealed and is pending before the Florida State appellate court.

The Debtors objected to the Hirsch Claim on January 6, 2004,
stating that there was no supporting documentation to the claim.  
Mr. Brown relates that he has no record receiving the Debtors'
formal objection.  He just learned of the Debtors' objection upon
receipt of the March 1, 2004, corrected Bankruptcy Court order.

Accordingly, Ms. Hirsch asks Judge Case to reconsider the order
and reinstate her claim.  

Mr. Brown assures the Court that the Debtors will be prejudiced
if Ms. Hirsch's claim is reinstated.  Many claim objections still
remain pending.  Reconsideration of the Corrected Order would not
cause any prejudicial delay.

Furthermore, the Debtors' objection seeks to expunge personal
injury claims on the basis for providing no supporting
documentation.  However, pursuant to Section 157 of the Federal
Rules of Judicial Procedure, the Bankruptcy Court, which is part
of the U.S. District Court, lacks jurisdiction to address
personal injury claims.  

Mr. Brown points out that in Rooker v. Fidelity Trust Co., 263
U.S. 413 (1923) and District of Columbia Court of Appeals v.
Feldman, 460 U.S. 462 (1983), the U.S. District Courts lack
jurisdiction to hear a collateral attack on a state court
judgment, including a judgment that is pending appeal.

Moreover, since a personal injury claim is not based on a written
instrument, there is typically no need to attach supporting
documents to a personal injury proof of claim form.

Mr. Brown assures Judge Case that Ms. Hirsch has not acted
intentionally to delay consideration of her claim.

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


CASCADES: First Quarter 2004 Results Conference Call is on May 4
----------------------------------------------------------------
Financial analysts are invited to attend Cascades Inc. first
quarter results conference call:

        Tuesday, May 4, 2004 at 10:00 a.m. ET
        Dial numbers:  (514) 807-8791
                       (416) 640-4127
        Replay:        (416) 640-1917 access code: 21046030(pound
                                                   key)

Media and other interested individuals are invited to listen to
the live or deferred broadcast on the Cascades corporate Web site
at http://www.cascades.com/
         
                           *   *   *

As previously reported, Standard & Poor's Ratings Services revised
its outlook on diversified paper and packaging producer Cascades
Inc. to negative from stable. At the same time, the 'BB+' long-
term corporate credit rating and 'BBB-' senior secured bank loan
rating were affirmed.

"The outlook revision stems from concerns that Cascades is
unlikely to improve its credit profile in the near term and
remains vulnerable to further weakening if challenging conditions
persist," said Standard & Poor's credit analyst Clement Ma.


CENTURION CDO: S&P Assigns BB Preliminary Ratings to Class D Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Centurion CDO VII Ltd.'s $1.012 billion fixed- and
floating-rate notes due 2016.

The preliminary ratings are based on information as of April 20,
2004. Subsequent information may result in the assignment of final
ratings that  differ from the preliminary ratings.

The preliminary ratings reflect:

  -- The expected commensurate level of credit support in the form
     of subordination to be provided by the notes junior to the
     respective classes;

  -- The cash flow structure, which is subject to various stresses
     requested by Standard & Poor's;

  -- The experience of the collateral manager;

  -- The coverage of interest rate risks through hedge agreements;
     and

  -- The legal structure of the transaction, which includes the
     bankruptcy remoteness of the issuer.

The presale can also be found on the Standard & Poor's Web site at
http://Standardandpoors.com/.Select Credit Ratings, and then find  
the article under Presale Credit Reports.
   
PRELIMINARY RATINGS ASSIGNED
Centurion CDO VII Ltd.
    
Class                             Rating         Amount (mil. $)
-----                             ------         ---------------
A-1a                              AAA                    198.000
A-1b                              AAA                     22.000
A-2                               AAA                    632.500
B-1                               A                       22.500
B-2                               A                       76.500
C-1                               BBB                      3.000
C-2                               BBB                     27.205
D-1                               BB                       5.000
D-2                               BB                      25.300
G combination securities          BBB-                     7.100
Preferred equity  certificates    N.R.                    87.995


COEUR D'ALENE: Files Securities Registration Statements with SEC
----------------------------------------------------------------
Coeur d'Alene Mines Corporation (NYSE: CDE) announced that it
filed a registration statement on Form S-3 with the Securities and
Exchange Commission to register the offer and sale by the Company
from time to time of up to $250 million of various securities,
which may include debt securities, preferred stock, common stock
and or warrants.  The Company will determine the use of proceeds
of any particular offering only if and when the Company actually
sells securities, but the Company currently expects that it will
use the proceeds of any sale of any securities registered on Form
S-3 registration statement for general corporate purposes, which
may include expansion and development of existing operations,
possible acquisitions of mining properties or other mining
companies, for working capital to support the Company's growth
or the repayment of indebtedness.  

In addition, the Company filed a registration statement on
Form S-4 with the SEC to register the offer by the Company from
time to time of up to 50 million shares of common stock to be used
solely for exchanges, mergers, asset acquisitions and other forms
of business combinations.

The registration statements on Form S-3 and Form S-4 relating to
these securities filed with the SEC have not yet become effective.  
These securities may not be sold nor may any offers to buy be
accepted prior to the time that the particular registration
statement becomes effective.  

Coeur d'Alene Mines Corporation (S&P, CCC Corporate Credit Rating,
Positive) is the world's largest primary silver producer, as well
as a significant, low-cost producer of gold.  The Company has
mining interests in Nevada, Idaho, Alaska, Argentina, Chile and
Bolivia.


COMMUNITY REINVESTMENT: S&P Rates $65.1M Series 2004C Bonds at BB  
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'AAA' rating to
Community Reinvestment Fund Affordable Housing No. 2 LLC's $86.9
million commercial mortgage pass-through interest only
certificates series 2004X. Standard & Poor's also assigned its
'AAA', 'A', and 'BB' ratings to the fund's $65.1 million 2004A
series A, $8.7 million series 2004B, and $8.7 million series 2004C
commercial mortgage pass-through certificates, respectively. The
outlook is stable.

The ratings reflect a pledge of taxable first mortgage loans for
46 affordable multifamily properties, including seven senior
housing developments; a concentration of very stable property
types--100% of the loans are for multifamily, low-income housing
tax credit properties; a disperse pool of properties, with 54% of
par value in California, 28% in Florida, and 13% in Wisconsin; and
credit support provided by the subordinate classes of 25% for the
'AAA', 15% for the 'A', and 5% for the 'BB' rated tranches to
cover potential losses should the loans default. Standard & Poor's
has determined that, on a weighted-average basis, the pool has a
debt service coverage ratio of 1.22x, a beginning loan to value
of 79%, and an ending loan to value of 18%.

The sponsor of the transaction is the Community Reinvestment Fund
(CRF). CRF was organized in 1988 as a Minnesota nonprofit
corporation to promote social objectives such as job creation in
economically distressed communities or among economically or
socially disadvantaged groups, the creation or retention of
affordable housing and revitalization of distressed communities or
neighborhoods. Through its Community Reinvestment Program, CRF
seeks to provide new loan capital for community-based development
organizations by creating a secondary market for the program's
development loans. The primary purpose of these development loans
is to finance affordable housing for low- or moderate-income
persons; to finance community services for low- or moderate-income
persons; to promote economic development by financing small
businesses or farms; and, to finance activities that revitalize or
stabilize low- or moderate-income neighborhoods.  

Midland Services Inc. will be the master and special servicer for
the transaction, tracking the performance of the loans, and will
be responsible for advancing funds. Midland Services Inc., is an
approved Standard & Poor's servicer, and has a strong servicer
ranking.


COMPUTERMAX: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Computermax
        5801 South Highway 1792
        Fern Park, Florida 32730

Bankruptcy Case No.: 04-04332

Type of Business: The Debtor is Central Florida's largest
                  leading provider of information technology
                  products, services and solutions.
                  See http://www.computermax.com/

Chapter 11 Petition Date: April 16, 2004

Court: Middle District of Florida (Orlando)

Judge: Karen S. Jennemann

Debtor's Counsel: Donald L. Dempsey, II, Esq.
                  Donald L. Dempsey, II, P.A.
                  4321 Roosevelt Boulevard
                  Jacksonville, FL 32210
                  Tel: 904-387-5262
                  Fax: 904-387-5263

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Twelfth Orlando Corporation   Building Lease            $392,606
c/o RD Management Corp.
810 Seventh Ave, 28th Fl.
New York, NY 10019

Banco Popular North America   SBA Loan                  $230,000

SED International                                       $182,000

Philips Hwy Commerce Pkway    Building Lease            $123,070

Twelfth Orlando Corporation   Building Lease             $38,500

Microtel International Inc.                              $34,286

Sun Trust                     Loan                       $32,149

Max Group                                                $31,118

WinTec Industries                                        $28,865

Amptron International, Inc.                              $25,000

IC Intracom                                              $22,355

E-Case Inc.                                              $14,719

Avus                                                     $14,122

TTX Computer Products Inc.                               $12,830

Aetna                                                     $9,000

TTX Computer Products Inc.                                $8,919

TSR Inc./Silicon Resources                                $8,379

Manifest Funding Services     Equipment Lease             $8,020

Platinum System, Inc.                                     $5,808

BlueCross BlueShield Florida                              $4,760


CONSECO SENIOR: Receives Order From Florida Insurance Regulator
---------------------------------------------------------------
Conseco, Inc. (NYSE:CNO) said that its Conseco Senior Health
Insurance Company unit has received an order from the Florida
Office of Insurance Regulation that affects approximately 18,000
home health care policies issued in Florida by Conseco Senior
Health and its predecessor companies. Payments for the benefit of
policyholders on these policies have exceeded the premiums
received by a significant amount.

The order provides that Conseco Senior Health will offer three
alternatives to holders of these policies. The order also requires
Conseco Senior Health to pursue a similar course of action with
respect to approximately 21,000 home health care policies issued
by Conseco Senior Health and its predecessor companies in other
states, subject to consideration and approval by other state
insurance departments.

Conseco President and CEO Bill Shea said, "We commend the Florida
Office of Insurance Regulation for approving a course of action
that protects policyholders while providing Conseco Senior Health
with the ability to both mitigate its losses and enhance its
ability to pay future claims. Conseco Senior Health will move
promptly to comply with the order."

Conseco, Inc.'s insurance companies help protect working American
families and seniors from financial adversity: Medicare
supplement, long-term care, cancer, heart/stroke and accident
policies protect people against major unplanned expenses;
annuities and life insurance products help people plan for their
financial future. For more information, visit Conseco's web site
at http://www.conseco.com/


COTT CORP: Declares Record First Quarter 2004 Financial Results
---------------------------------------------------------------
Cott Corporation (NYSE:COT; TSX:BCB) announced record sales and
earnings per share for the first quarter ended April 3, 2004.
Sales in the first quarter were up 26% to $370.9 million compared
to $295.3 million last year. Excluding the impact of acquisitions
and foreign exchange, sales were up 18%. Earnings per diluted
share were $0.21; an increase of 40% from last year's reported
$0.15.

"Retailer branded soft drinks are outpacing category growth as in
2003," said Frank E. Weise, Cott's chairman and chief executive
officer. "This strong performance underlines our customers'
commitment to their own-brand beverage programs. At the same time,
these record results are a credit to Cott employees and their
delivery of superior products and services."

Sales in the Company's UK/Europe business unit rose 45%, up 26%
excluding foreign exchange. In the US business unit, sales were up
21%, up 15% excluding the impact of acquisitions. Canada saw a 25%
increase in sales, up 9% excluding the impact of foreign exchange;
and sales for the International business unit doubled to $14.7
million, of which sales in Mexico amounted to $9.0 million.

Commenting on the sales growth, John K. Sheppard, Cott president
and chief operating officer added, "Our customer-centric approach
to the business continues to make a significant impact across all
business units." He said sales growth in the Company's U.S.
business unit was driven by new product development and
merchandising programs, while in Canada it was as a result of
Cott's continued efforts in the grocery channels. In the U.K.
business unit, sales were up in all channels and were also
favorably affected by the impact of the Nichols business. Sales in
Mexico were up almost three fold, as customers there continue to
demonstrate their commitment to building their retailer branded
soft drink programs.

Gross margin for the quarter was 19.0% compared to 19.1% last
year. Operating income of $31.7 million was up 28% from last
year's $24.8 million. Cott created a reserve against certain
Canadian export receivables, resulting in a charge of $2.3 million
in the first quarter.

Earlier in the quarter, the Company announced that it had acquired
assets of The Cardinal Companies of Elizabethtown, LLC, including
a bottling facility located in Elizabethtown, Kentucky, with the
objective of strengthening the Company's capabilities in the mid-
western U.S. Full terms of this transaction were not disclosed.

During the quarter, Cott announced the appointment of John K.
Sheppard as chief executive officer, effective September 1, 2004.
Sheppard currently serves as president and chief operating
officer. Weise, the company's chief executive officer since 1998,
will remain chairman with an active role in assisting management
in long-term strategy, customer relations and investor relations.

The Company also amended its guidance for the full year, raising
its estimate of earnings per diluted share to $1.23-$1.27. Sales
are expected to increase 12-15%. EBITDA is expected to reach $220
million to $225 million. Capital spending is expected to be held
to $55 million in 2004.

Finally, in response to evolving market practices and to the
policies of representative shareowner groups, Cott announced that
it has decided to amend its Common Share Option Plan to limit the
number of options that may be granted to directors of Cott who are
not also employees or officers of Cott. The amendment provides
that the aggregate number of common shares that may be issued,
pursuant to the exercise of options, to directors who are not also
officers or employees of Cott be limited to 0.5% of the total
number of issued and outstanding common shares on the date of the
grant of options. Options that are held by directors that were
granted to them when they were officers or employees of Cott will
not be counted for purposes of calculating the 0.5% amount.

This amendment is in addition to the amendment to the Option Plan
that will be voted on at Cott's upcoming annual meeting, and while
this amendment is not the subject of the upcoming vote, the
Company intends to administer the Option Plan in accordance with
this amendment pending regulatory approval.

Currently, there are a total of 240,000 options that have been
granted (and are outstanding) to directors who are not officers or
employees of Cott, representing approximately 0.34% of the number
of total issued and outstanding common shares.

                       About Cott Corporation

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


DANA CORPORATION: Names CEO Michael J. Burns as Board Chairman
--------------------------------------------------------------    
Dana Corporation (NYSE: DCN) announced that its Board of Directors
has named president and chief executive officer Michael J. Burns
to the additional post of chairman.

Mr. Burns becomes the eighth chairman in Dana's 100-year history,
succeeding Glen H. Hiner, who had served in the position since the
death of former Dana Chairman and CEO Joe Magliochetti last
September.  Mr. Hiner will continue as a director of Dana, a role
he has served since 1993.

"The Dana Board of Directors is pleased to appoint Mike Burns
chairman of Dana, in keeping with our planned transition process,"
Mr. Hiner said.  "Mike is an outstanding leader who is
exceptionally qualified to lead Dana through its current
transformation and into its second century."

Mr. Burns was named president and CEO of Dana in February after 34
years with General Motors Corp., where he had most recently served
as president of General Motors Europe, based in Zurich,
Switzerland.  During his career with General Motors, he held a
variety of positions in operations, engineering, administration,
and sales before moving to GM Singapore in 1981 as operations
manager for Delco Electronics.  After joining the GM Treasurer's
Office in New York, he was subsequently promoted to director of
Overseas Financial Analysis.  He returned to Delco Electronics in
1987, where he advanced through a series of increasingly
responsible positions, eventually becoming GM vice president and
general manager of Delphi Delco Electronics Systems, a position he
occupied before his most recent role in Europe.

A native of Monticello, Indiana, Mr. Burns earned a bachelor's
degree in Mechanical Engineering from Kettering University and a
master's degree in Business Administration from The Wharton School
of the University of Pennsylvania.

Dana Corporation is a global leader in the design, engineering,
and manufacture of value-added products and systems for
automotive, commercial, and off-highway vehicles. Delivering on a
century of innovation, the company's continuing operations employ
approximately 45,000 people worldwide dedicated to advancing the
science of mobility. Founded in 1904 and based in Toledo, Ohio,
Dana operates technology, manufacturing, and customer-service
facilities in 30 countries. Sales from continuing operations
totaled $7.9 billion in 2003.
  
                         *   *   *

As reported in the Feb. 24, 2004, edition of the Troubled Company
Reporter, Fitch Ratings initiated coverage on Dana Corporation and
assigned a rating of 'BB' to Dana's senior unsecured debt. The
Rating Outlook is Positive.

The rating reflects an improved operating profile and a
strengthening balance sheet characterized by significant debt
reduction and healthy cash balances. Over the past several years,
Dana has sharpened its strategic focus which has resulted in
significant restructuring and divestiture programs. Restructuring
actions have led to enhanced margins while divestitures have
strengthened the balance sheet. Balancing out some of these
positives are risks associated with unrelenting price pressures
from light vehicle manufacturers for pricing concessions and
continuing cost pressures which could jeopardize full realization
of operating momentum going forward. Furthermore, Dana's current
capital structure still has significant financial leverage and an
under funded pension position will continue to require cash
contributions.


DANA CORPORATION: Declares Dividend Payable on June 15, 2004
------------------------------------------------------------
Dana Corporation (NYSE: DCN) declared a dividend on its common
stock of 12 cents per share, payable on June 15, 2004, to
shareholders of record on June 1, 2004.

Dana Corporation is a global leader in the design, engineering,
and manufacture of value-added products and systems for
automotive, commercial, and off-highway vehicles. Delivering on a
century of innovation, the company's continuing operations employ
approximately 45,000 people worldwide dedicated to advancing the
science of mobility. Founded in 1904 and based in Toledo, Ohio,
Dana operates technology, manufacturing, and customer-service
facilities in 30 countries. Sales from continuing operations
totaled $7.9 billion in 2003.

                        *   *   *

As reported in the Troubled Company Reporter's February 24, 2004
edition, Fitch Ratings initiated coverage on Dana Corporation and
assigned a rating of 'BB' to Dana's senior unsecured debt. The
Rating Outlook is Positive.

The rating reflects an improved operating profile and a
strengthening balance sheet characterized by significant debt
reduction and healthy cash balances. Over the past several years,
Dana has sharpened its strategic focus which has resulted in
significant restructuring and divestiture programs. Restructuring
actions have led to enhanced margins while divestitures have
strengthened the balance sheet. Balancing out some of these
positives are risks associated with unrelenting price pressures
from light vehicle manufacturers for pricing concessions and
continuing cost pressures which could jeopardize full realization
of operating momentum going forward. Furthermore, Dana's current
capital structure still has significant financial leverage and an
under funded pension position will continue to require cash
contributions.


DAN RIVER: Gets Nod to Hire King & Spalding as Attorneys
--------------------------------------------------------
Dan River Inc., and its debtor-affiliates sought and obtained
approval from the Northern District of Georgia, Newnan Division,
to employ King & Spalding LLP as their counsel in these bankruptcy
cases and other proceedings.

King & Spalding has been the Debtors' principal outside counsel
for more than 14 years and has been providing restructuring advice
to the Debtors for several months.

In this engagement, King & Spalding will:

   (a) advise the Debtors with respect to their powers and
       duties as debtors-in- possession in the continued
       management and operation of their businesses;

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

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

   (d) negotiate and prepare on behalf of the Debtors a plan of
       reorganization, a disclosure statement, and all related
       documents;

   (e) negotiate and prepare documents relating to the
       disposition of assets, as requested by the Debtors;

   (f) advise the Debtors, where appropriate, with respect to
       federal, state, and foreign regulatory matters;

   (g) advise and represent the Debtors on litigation matters,
       specifically including (but not limited to)
       representation of the company in the pursuit of claims
       arising from alleged price fixing and customer allocation
       in the polyester staple fiber market;

   (h) advise the Debtors on antitrust matters, specifically
       including advice on distribution arrangements, pricing
       structures, and acquisitions by the company and others;

   (i) advise the Debtors on environmental matters, general
       corporate matters, ERISA and other employee benefits
       matters, securities law and SEC-related matters, finance
       and finance-related matters and transactions; and

   (j) perform such other legal services for the Debtors as may
       be necessary and appropriate.

The Debtors will pay King & Spalding its current hourly rates,
which range from:

         Designation           Billing Rate
         -----------           ------------
         attorneys             $170 to $700 per hour
         document clerks and
           legal assistants    $80 to $195 per hour

James A. Pardo, Jr., a partner of King & Spalding reports that the
Debtors gave the firm a $125,000 retainer.

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


DELTA WOODSIDE: Net Loss Doubles to $2.3 Million at March 27, 2004
------------------------------------------------------------------
Delta Woodside Industries, Inc. (NYSE: DLW) reported net sales of
$37.9 million for the quarter ended March 27, 2004, a decrease of
18.4% when compared to net sales of $46.5 million for the quarter
ended March 29, 2003. The decrease from the prior year quarter was
the result of reduced unit sales partially offset by a 6.0%
increase in average sales price. For the nine months ended March
27, 2004, the Company reported net sales of $129.0 million as
compared to net sales of $128.5 million for the previous year nine
months ended March 29, 2003. The increase was the result of a 1.2%
increase in average sales price partially offset by a decline in
unit sales. Unit sales declined in both the quarter and nine-month
periods primarily as a result of weaker retail sales partially
offset by improved demand for military fabrics. Product mix
changes accounted for the increase in average sales price.

The Company reported an operating loss of $1.2 million for the
quarter ended March 27, 2004 compared to an operating loss of $0.5
million in the prior year quarter. For the nine months ended March
27, 2004 the Company reported an operating loss of $1.3 million
compared to an operating profit of $3.8 million for the nine
months ended March 29, 2003.

The Company reported a net loss of $2.3 million or $0.40 per
common share for the quarter ended March 27, 2004 compared to a
net loss of $1.1 million or $0.19 per common share for the quarter
ended March 29, 2003. For the nine months ended March 27, 2004,
the Company reported a net loss of $4.8 million or $0.82 per
common share as compared to net income of $0.6 million and $0.10
per common share for the previous year's nine months ended March
29, 2003. The increase in operating loss in the current year
quarter was the result of reduced absorption of manufacturing
costs due to reduced running schedules and deteriorating margins
on commodity products due to continued pressure from imports
coupled with over capacity of domestic textile production,
partially offset by an improved product mix. The operating loss
for the current year nine month period resulted principally from
unabsorbed manufacturing costs associated with reduced running
schedules brought on by reduced customer demand.

For the current quarter ended March 27, 2004 the Company recorded
an income tax benefit of $35,000. For the prior year quarter and
nine months ended March 29, 2003, the Company recorded a tax
benefit of $0.7 million and a tax expense of $0.4 million,
respectively.

As a result of the operating loss in the current year third
quarter, the Company's operating subsidiary Delta Mills, Inc. was
not in compliance with the maximum leverage ratio covenant of its
$50 million revolving credit agreement with GMAC at the end of the
third quarter of fiscal 2004. GMAC has granted Delta Mills a
waiver and amendment that waives the existing default with respect
to the maximum leverage ratio covenant, temporarily amends the
maximum leverage ratio covenant for the fourth quarter of fiscal
2004, and temporarily eliminates the fixed charge coverage ratio
covenant for the fourth quarter of fiscal 2004. The waiver and
amendment also reduces Delta Mills' availability under the credit
facility by $7 million for the remaining term of the facility and
increases the interest rates under the credit facility by 125
basis points; however, the interest rates will revert to their
pre-amendment levels if Delta Mills has net income for fiscal 2005
and no event of default exists under the credit facility.

The New York Stock Exchange announced on April 20, 2004 that
trading on the NYSE in the common stock of the Company, ticker
symbol DLW, will be suspended prior to the opening of trading on
Friday, April 23, 2004, and that the NYSE will subsequently delist
the Company's common stock. The Company intends to move its
listing to the Over the Counter Bulletin Board (OTC-BB) and
expects its common stock to be quoted on the OTC Bulletin Board
beginning at the opening of trading on Friday, April 23, 2004.

The Company was operating under a plan to address by March 31,
2004 its non-compliance with the NYSE's continued listing
requirement to maintain an average global market capitalization of
at least $15 million over a consecutive 30 trading-day period, but
the Company was unable to return to compliance within the required
time frame. Furthermore, the NYSE has announced that it is seeking
to amend its continued listing criteria to require an average
global market capitalization of $25 million. In addition, the NYSE
has announced that it is seeking to amend its current continued
listing criteria that require a listed company to maintain total
stockholder's equity of $50 million if its average global market
capitalization is less than $50 million to increase both
thresholds to $75 million. It was evident to the Company that
under the new NYSE continued listing criteria, the Company could
meet neither the $25 million average global market capitalization
requirement nor the $75 million total shareholder's equity
requirement for companies with average global market
capitalization of less than $75 million.

The Company has decided to move its listing to the OTC Bulletin
Board for the foreseeable future. If business conditions improve
sufficiently for the Company to meet the listing criteria of one
of the major exchanges, the Company will consider the possibility
of moving its listing to one of the major exchanges.

Delta Woodside Industries, Inc. -- whose corporate credit rating
is rated at CCC by Standard & Poor's -- is headquartered in
Greenville, South Carolina. Through its wholly owned subsidiary,
Delta Mills, it manufactures and sells textile products for the
apparel industry. The Company employs about 1,600 people and
operates five plants located in South Carolina.


DESI INSURANCE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Desi Insurance Agency Inc.
        13615 South Chippewa Trail
        Lockport, Illinois 60440

Bankruptcy Case No.: 04-15236

Chapter 11 Petition Date: April 16, 2004

Court: Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: William D. Cherny, Esq.
                  The Chawla Group, Ltd.
                  15 Spinning Wheel Road #126
                  Hinsdale, Il 60521

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


DEXTERITY SURGICAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Dexterity Surgical, Inc.
        5444 Westheimer Road, Suite 1970
        Houston, Texas 77056

Bankruptcy Case No.: 04-35817

Type of Business: The Debtor is engaged in the distribution of
                  instruments, equipment and surgical supplies,
                  primarily used in hand-assisted laproscopic
                  surgery.

Chapter 11 Petition Date: April 19, 2004

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Robert Andrew Black, Esq.
                  Fulbright & Jaworski
                  1301 McKinney, Suite 5100
                  Houston, TX 77010
                  Tel: 713-651-5364
                  Fax: 713-651-5246

Total Assets: $3,639,923

Total Debts:  $8,715,167

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
TFX Equities, Inc. and                                $2,837,039
Teleflex, Inc.
630 West Germantown Pike
Suite 450
Plymouth Meeting, PA 19462

U.S. Surgical,. Inc.          Judgment                $2,500,000
P. O. Box 100777
Atlanta, GA 30384-0777

Christopher K. Black                                    $784,079
982 Jamie Court
Blue Bell, PA 19422

Kramer & Kramer, LLP                                    $703,000
Attorneys & Counselors
1077 Rydal Road, Suite 100

Surgical Visions I, Inc.                                $640,534
2400 Mellwood, Suite 1316
Louisville, KY 40206

Frederick C. Feiler, Jr.                                $155,281

Apogee Medical, Inc.          Trade debt                $119,107

Beckman and Associates        Legal fees                 $89,513

Jerome F. Flaherty                                       $77,640

American Express Company                                 $65,000

Dr. Clark Gerhart, MD                                    $19,410

Ricardo G. Cedillo            Legal fees                 $18,648

AICCO, Inc.                   Insurance                  $10,101

Renaissance Capital Growth    Trade debt                 $10,000

Renaissance U.S. Growth       Trade debt                 $10,000

PrimeSource Surgical          Trade debt                  $5,424

Akin Doherty Klein & Feuge    Auditors                    $4,468

Interpark-Tex, Ltd.           Trade debt                  $3,520

ConMed Corporation            Trade debt                  $1,962

Applied Medical Resources     Trade debt                  $1,468


DRIVETIME: S&P Withdraws Low-B & Junk Counterparty & Debt Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B-/B'
counterparty credit ratings and 'CCC' subordinated debt rating on
DriveTime.

"DriveTime is the largest used car dealership in the country. The
firm's lending operations have focused on the subprime automobile
lending market," said Standard & Poor's credit analyst Jeffrey
Zaun.


DIGITAL LIGHTWAVE: May File for Bankruptcy if Refinancing Fails
---------------------------------------------------------------
Digital Lightwave, Inc. (Nasdaq:DIGL) a leading provider of
optical networking technology and test instruments, reported in
its Annual Report on Form 10-K for the fiscal year ended December
31, 2003 filed with the Securities and Exchange Commission its
operating results for the fourth quarter and fiscal year 2003.

The company's revenue for the fourth quarter of 2003 was $1.6
million, compared with revenue of $2.8 million for the fourth
quarter of 2002. The company's net loss for the fourth quarter of
2003, was $4.4 million, or ($0.14) per diluted share, compared
with a net loss of $38.8 million, or ($1.24) per diluted share,
for its fourth quarter of 2002.

The company's revenue for fiscal year 2003 was $7.5 million,
compared with revenue of $17.8 million for the fiscal year 2002.
Net loss for the fiscal year 2003 was $32.4 million, or ($1.03)
per diluted share, compared with net loss of $63.5 million, or
($2.03) per diluted share, for the fiscal year 2002.

The company reported that it has insufficient short-term resources
for the payment of its current liabilities and that it is in
active discussions with its creditors in order to restructure its
outstanding liabilities and resolve outstanding legal actions
brought against it. The company reported that it believes that if
it is unable to obtain financing, and restructure its outstanding
liabilities with its creditors, it expects that it will not have
sufficient cash to satisfy its obligations or to fund its current
working capital and capital expenditure requirements and may have
no alternative but to seek bankruptcy protection.

Further, the company reported it had a working capital deficit of
$25.9 million at December 31, 2003, and expects to incur operating
losses through at least the first half of 2004. These factors,
among others discussed in the notes to the company's financial
statements, have resulted in Grant Thornton LLP, the company's
independent auditors, including in their report that there exists
substantial doubt about the company's ability to continue as a
going concern.

"Fiscal year 2003 was a year of continued restructuring for the
company," said Mr. James R. Green, President and Chief Executive
Officer of Digital Lightwave. "During 2003 our industry continued
to experience an economic downturn, and we continued to rescale
our business. We reduced our workforce by 119 employees and
focused on reducing operating expenses and controlling spending.
We were successful in reaching settlement agreements with several
of our vendors and creditors in which our liabilities and claims
were reduced by $11.3 million.

The company also reported in its Form 10-K that it received a
letter from Optel Capital, LLC, an entity controlled by the
company's principal stockholder and chairman of the board of
directors, Dr. Bryan Zwan, confirming that Optel intends to
continue to consider requests for funding and to make advances to
the company during the second fiscal quarter of 2004, on
substantially similar terms and applying the same course of
dealing as Optel has considered and advanced funds to the company
during the past six months.

"Our outlook for 2004 is cautiously optimistic," said Mr. Green.
"Currently, we are actively engaged in negotiations to settle our
remaining outstanding liabilities and resolve the outstanding
legal actions that have been brought against us and we look
forward to putting these matters behind us. While we expect that
we will continue to incur operating losses through at least the
first half of 2004, we are seeing increased activity within the
marketplace and our bookings rate has increased. We are also
pleased that our relationship with Optel remains positive," said
Mr. Green.

               About Digital Lightwave, Inc.

Digital Lightwave, Inc. provides the global communications
networking industry with products, technology and services that
enable the efficient development, deployment and management of
high-performance networks. Digital Lightwave's customers --
companies that deploy networks, develop networking equipment, and
manage networks -- rely on its offerings to optimize network
performance and ensure service reliability.


DSL.NET: 2003 Audit Report Includes Going Concern Qualification
---------------------------------------------------------------
DSL.net, Inc. (NASDAQ: DSLN), a leading nationwide provider of
broadband communications services to businesses, disclosed that in
compliance with Nasdaq Marketplace Rule 4350 (b)(1)(B), that the
independent audit report filed with the Company's Annual Report on
Form 10-K for the year ended Dec. 31, 2003, included a
qualification for a going concern. The disclosure in this press
release is required under the above Nasdaq rule and does not
represent any change to the Company's recently filed Annual Report
on Form 10-K.

                        About DSL.net

DSL.net, Inc. is a leading nationwide provider of broadband
communications services to businesses. The Company combines its
own facilities, nationwide network infrastructure and Internet
Service Provider (ISP) capabilities to provide high-speed Internet
access, private network solutions and value-added services
directly to small- and medium-sized businesses or larger
enterprises looking to connect multiple locations. DSL.net product
offerings include T-1, DS-3 and business-class DSL services,
virtual private networks (VPNs), frame relay, Web hosting, DNS
management, enhanced e-mail, online data backup and recovery
services, firewalls and nationwide dial-up services, as well as
integrated voice and data offerings in select markets. For more
information, visit http://www.dsl.net/


ECHOSTAR: Extends Form 10-K Filing as Co. Completes Restatement
---------------------------------------------------------------
EchoStar Communications Corporation notified the SEC that it would
be unable to file its Annual Report on Form 10-K for the period
ended December 31, 2003, by the March 15, 2004, due date without
unreasonable effort or expense. Accordingly, the Company is
extending the filing of its Annual Report on Form 10-K pursuant to
Rule 12b-25 under the Securities Exchange Act of 1934, as amended.

In a Form 8-K filed with the Securities and Exchange Commission on
March 11, 2004, EchoStar announced that it might seek a 15-day
extension of the filing deadline for its Annual Report on Form 10-
K for the year ended Dec. 31, 2003. The SEC recently informed
EchoStar it believes EchoStar over reserved approximately $30
million for the replacement of smart cards. Those cards, which
provide security that only paying customers can receive
programming delivered by EchoStar, become obsolete as a result of
piracy. During prior years, ending in 2002, EchoStar accrued the
estimated cost to replace those cards, which are included in
satellite receivers that EchoStar sells and leases to consumers.
The SEC did not object to the accruals to replace the smart cards
in satellite receivers sold to and owned by consumers. However,
the SEC believes that EchoStar should not have accrued a liability
for the replacement of smart cards in satellite receivers owned by
EchoStar and leased to consumers.

The SEC initially expressed the view that reversal of the accrual
would require EchoStar to restate its results for 2001, which
would have required a re-audit of those financial statements. On
March 12, 2004, the SEC informed EchoStar it would not object if
EchoStar were to restate its financial statements for 2002 to
record a reversal of approximately $17 million originally accrued
in 2001 and $4 million originally accrued in 2000, and to reverse
the approximately $9 million originally accrued in 2002 for these
smart cards. As a result, a restatement of results for 2001 is not
required to be performed. EchoStar intends to restate its  
financial statements for 2002 to reduce Subscriber related
expenses by approximately $30 million, improving previously
reported pre-tax operating results by an equal amount. EchoStar
currently expects to reduce its previously reported pre-tax loss
for 2002 by approximately $30 million from approximately $809
million to approximately $779 million.

A restatement of the 2002 consolidated financial statements must
be completed before KPMG can complete its audits and report on
EchoStar's consolidated financial statements for the years ended
December 31, 2003 and 2002 and before EchoStar can file its Annual
Report on Form 10-K for 2003. Under the circumstances the Company
cannot complete the restatement by the March 15th filing deadline
without unreasonable effort or expense.

EchoStar Communications Corporation (NASDAQ: DISH) (S&P, BB-
Corporate Credit Rating, Stable) serves over 9 million satellite
TV customers through its DISH Network(TM), and is a leading U.S.
provider of advanced digital television services. DISH Network's
services include hundreds of video and audio channels, Interactive
TV, HDTV, sports and international programming, together with
professional installation and 24-hour customer service. DISH
Network is the leader in the sale of digital video recorders
(DVRs). EchoStar has been a leader for 23 years in satellite TV
equipment sales and support worldwide. EchoStar is included in the
Nasdaq-100 Index (NDX) and is a Fortune 500 company. Visit
EchoStar's Web site at http://www.echostar.com/


ENRON: Wants Time to Serve Preference Lawsuits Extended to June 9
-----------------------------------------------------------------
Neil Berger, Esq., at Togut, Segal & Segal, LLP, in New York,
relates that during the Summer of 2003, the Enron Corporation
Debtors commenced more than 200 adversary proceedings in these
cases to avoid and recover transfers that were made by the Debtors
during the 90 days prior to the Petition Date.  

During November and the first two days of December 2003, the
Debtors commenced 933 additional adversary proceedings to: avoid
and recover transfers pursuant to Sections 547, 548 and 550 of
the Bankruptcy Code; subordinate claims; recover damages based on
improper conduct; collect sums due and payable to the Debtors
pursuant to various agreements; and recover property of the
Debtors' estates.

Mr. Berger notes that during the same time period, nearly 4,000
adversary proceedings were filed with the Clerk of the Court in
the bankruptcy cases of Ames Department Stores, Inc. and
Bethlehem Steel Corporation.  

The Clerk of the Court has been responsive to the Debtors' needs
for the issuance of summonses in their cases.  However, the sheer
volume of the demands in the Debtors' cases and the other cases
pending in the Court has unavoidably delayed the issuance of
summonses and, consequently, the service of process in the
Adversary Proceedings.  The Debtors have been promptly attempting
to effect service of process in each of their Adversary
Proceedings as summonses have been issued.  The Clerk of the
Court already issued 348 summonses so far.  Notwithstanding,
process has only recently been mailed in a number of the
Adversary Proceedings and the Debtors continue to await the
issuance of the remaining summonses for Adversary Proceedings
that were timely commenced.

Rule 7004(m) of the Federal Rules of Bankruptcy Procedure
provides that "[i]f service of the summons and complaint is not
made upon a defendant within 120 days after the filing of the
complaint, the court, upon motion or on its own initiative after
notice to the plaintiff, shall dismiss the action without
prejudice as to that defendant or direct that service be effected
within a specified time; provided that if the plaintiff shows
good cause for the failure, the court shall extend the time for
service for an appropriate period."

By this motion, the Debtors ask the Court to extend to and
including June 9, 2004 the service period set forth in Bankruptcy
Rule 7004(m) with respect to adversary proceedings the Debtors
commenced prior to March 9, 2004.

According to Mr. Bergen, an extension of the 120-day Service
Period will:

   -- provide the Clerk of the Court the additional time needed
      to issue the remaining summonses;

   -- enable the Debtors to complete service of process in
      Adversary Proceedings that were timely commenced; and

   -- prevent the filing of possible motions to dismiss the
      Adversary Proceedings pursuant to Bankruptcy Rule 7004(m).
      (Enron Bankruptcy News, Issue No. 105; Bankruptcy Creditors'
      Service, Inc., 215/945-7000)


ESHEL MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Eshel Management New Lots LLC
        1950 Coney Island Avenue
        Brooklyn, New York 11223

Bankruptcy Case No.: 04-12690

Chapter 11 Petition Date: April 20, 2004

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Joel Martin Shafferman, Esq.
                  Solomon Pearl Blum Heymann & Stich, LLP
                  40 Wall Street, 35th Floor
                  New York, NY 10005
                  Tel: 212-267-7600
                  Fax: 212 267-2030

Total Assets: $900

Total Debts:  $4,977,501

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Eshel Management LLC                     $3,968,517
1950 Coney Island Avenue
Brooklyn, NY 11223

Con Edison                                 $438,410
JAF Station
P.O. Box 1702
New York, NY 10116-1702

Phillips Nizer                             $258,474
666 Fifth Avenue
New York, NY 10103-0084

Keyspan Home Energy Service                $108,122

Advantage Wholesale Supply                  $74,342

Goldberg & Lustiq, Esqs.                    $30,050

Premier Contracting Of NY Inc.              $29,038

County Oil Company, Inc.                    $21,173

J. Doors Co.                                $13,505

ARB Roofing & Construction, Inc.            $11,700

Golden Elevator Co., Inc.                   $10,641

Intersound Inc.                              $5,246

Hofman's Glass                               $2,697

Brooklyn House of Locks                      $1,300

Minkoff Locksmith LLC                        $1,248

Berger Boiler Corporation                    $1,234

S & H Glazer Bros                              $978

Pestrol                                        $460

Big Apple Refinishing                          $216

Cohen & Hochman                                $150


EXIDE TECHNOLOGIES: Delaware Court Confirms Reorganization Plan
---------------------------------------------------------------
Exide Technologies (OTCBB: EXDTQ), a global leader in stored
electrical energy solutions, announced that the U.S. Bankruptcy
Court for the District of Delaware had confirmed its Joint Plan of
Reorganization, as to which the Official Committee of Unsecured
Creditors was a co-proponent, and the Company expects to exit
Chapter 11 in the next several weeks when the Plan becomes
effective.

Pursuant to the Plan:

   -- Exide's debt will be reduced by $1.3 billion

   -- Exide's existing stock will be cancelled and no distribution       
      will be given to current shareholders

   -- 22.5 million new shares of common stock will be issued to
      the Company's pre-petition secured lenders, representing 90%
      of the Company's common stock

   -- Exide's 2.9% convertible notes and 10% senior notes will be
      cancelled, and the holders of such notes will share in the
      unsecured creditors' distribution

   -- 2.5 million shares of common stock and warrants to purchase
      6.25 million shares of common stock at $32.11 per share will
      be issued to the Company's unsecured creditors, with
      approximately 13.4% of such common stock and warrants to be
      reserved for distribution to the holders of disputed claims
      under the Plan's claim reconciliation and allowance
      procedures

Under the reconciliation and allowance process set forth in the
Plan, the Official Committee of Unsecured Creditors, in
consultation with the Company, established the reserve described
above to provide for a pro rata distribution to holders of
disputed claims as they become allowed. Although predictions
regarding the allowance and classification of claims are
inherently difficult to make, based on the Company's review to
date of the available information, the Company believes the
reserve is reasonable and adequate. To the extent the reserved
shares of common stock and warrants are insufficient to provide
such distribution, the Company may issue additional common stock
and warrants with a Plan value equal to the additional allowed
claims. In that event, the Company will also issue common stock to
the pre-petition secured lenders sufficient to preserve the
relative value of their recoveries under the terms of the Plan.

Under the terms of the Plan, Exide's new common stock and warrants
are expected to be listed on the NASDAQ National Market.

Craig H. Muhlhauser, Chairman, Chief Executive Officer and
President of Exide Technologies, said, "This is a terrific day for
Exide. It has been two years since we filed for reorganization,
and during that time we have made a number of difficult decisions
designed to revitalize the Company. We have significantly reduced
our debt and attracted new funding that will provide us with a
very strong foundation for future growth. We have created a new
Exide that is well positioned to build upon its global business
and continue providing customers with the superior products,
services and solutions that help make them successful."

Muhlhauser continued, "This accomplishment would not have been
possible without the support from our constituents. First, I want
to thank our customers and suppliers for their strong commitment
during this period. Their continued support has been crucial in
our ability to successfully complete our restructuring. Second, I
am gratified by the dedication of our employees. They rose to the
challenge of staying focused on meeting our customers' needs, and
I want to thank them for their hard work. This is a great new day
for the entire Exide family."

                  About Exide Technologies

Exide Technologies, with operations in 89 countries and fiscal
2003 net sales of approximately $2.4 billion, is one of the
world's largest producers and recyclers of lead-acid batteries.
The Company's three global business groups - transportation,
motive power and network power -- provide a comprehensive range of
stored electrical energy products and services for industrial and
transportation applications.

Transportation markets include original-equipment and aftermarket
automotive, heavy-duty truck, agricultural and marine
applications, and new technologies for hybrid vehicles and 42-volt
automotive applications. Industrial markets include network power
applications such as telecommunications systems, fuel-cell load
leveling, electric utilities, railroads, photovoltaic (solar-power
related) and uninterruptible power supply (UPS), and motive-power
applications including lift trucks, mining and other commercial
vehicles.


FERRELLGAS: Completes Blue Rhino Stock Acquisition for $343 Mil.
----------------------------------------------------------------
Ferrellgas Partners, L.P. (NYSE: FGP), one of the nation's largest
and fastest growing retail propane marketers, announced that the
stockholders of Blue Rhino Corporation (Nasdaq: RINO) have
approved the previously announced merger, which is the first in a
series of transactions in which Ferrellgas will acquire
substantially all of the assets of Blue Rhino.
    
Blue Rhino, which is based in Winston-Salem, North Carolina, is
the nation's leading provider of branded propane tank exchange
service and a leading provider of complementary products. The
company's branded tank exchange service is offered at more than
30,000 retail locations in 49 states, Puerto Rico and the U.S.
Virgin Islands through leading home improvement centers, mass
merchants, hardware, grocery and convenience stores.

In accordance with the terms of the agreements, Ferrellgas is
acquiring substantially all of the assets of Blue Rhino from a
subsidiary of Ferrell Companies, Inc. As previously announced on
February 9, 2004, Ferrell Companies, the parent company of
Ferrellgas' general partner, entered into a merger agreement to
acquire all of the outstanding stock of Blue Rhino in an all-cash
transaction.

Blue Rhino stockholders owning approximately 71 percent of
the outstanding common stock approved the merger at a special
stockholders' meeting in Winston-Salem. Blue Rhino stockholders
will receive $17 in cash for each share of Blue Rhino stock
outstanding as of April 20, 2004. Total payment for the Blue Rhino
equity is approximately $343 million.

"This is a historic day for Ferrellgas," said James E. Ferrell,
Chairman and Chief Executive Officer. "Blue Rhino's summer
grilling season cash flow provides a perfect complement to
Ferrellgas' winter heating season cash flow, and the addition of
Blue Rhino immediately makes Ferrellgas the largest player in the
fastest-growing segment of the retail propane industry."

In connection with the transactions, Billy Prim, co-founder,
Chairman and Chief Executive Officer of Blue Rhino, will join
Ferrellgas' senior management team while continuing to oversee
Blue Rhino's day-to-day operations. He also has been appointed to
the Board of Directors of Ferrellgas, Inc., Ferrellgas Partners'
general partner.

Ferrellgas Partners, L.P., through its operating partnership,
Ferrellgas, L.P., serves more than one million customers in 45
states. Ferrellgas employees indirectly own more than 17 million
common units of Ferrellgas Partners through an employee stock
ownership plan. Ferrellgas Partners' commonunits trade on the New
York Stock Exchange under the symbol FGP.

                        *    *    *

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

The rating action follows Fitch's review of FGP's planned
acquisition of all of the outstanding common stock of Blue Rhino
Corp.

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


FERRELLGAS PARTNERS: Closes $250 Million Senior Note Offering
-------------------------------------------------------------
Ferrellgas Partners, L.P. (NYSE: FGP) and Ferrellgas, L.P.
announced that Ferrellgas Escrow LLC, a wholly-owned subsidiary of
Ferrellgas, L.P., and Ferrellgas Finance Escrow Corp., a wholly-
owned indirect subsidiary of Ferrellgas, L.P., closed a private
placement of $250 million of 6-3/4% senior notes due 2014.  The
two subsidiaries are co-obligors under the senior notes and
received net proceeds of approximately $243.5 million from the
private placement based on an offering price of 99.637% per note
and after deducting underwriting discounts and commissions.

Ferrellgas Partners, L.P., through its operating partnership,
Ferrellgas, L.P., serves more than one million customers in 45
states. Ferrellgas employees indirectly own more than 17 million
common units of Ferrellgas Partners through an employee stock
ownership plan. Ferrellgas Partners' commonunits trade on the New
York Stock Exchange under the symbol FGP.

                        *    *    *

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

The rating action follows Fitch's review of FGP's planned
acquisition of all of the outstanding common stock of Blue Rhino
Corp.

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


FIBERMARK: Wants to Continue Hiring Ordinary Course Professionals
-----------------------------------------------------------------
FiberMark, Inc., and its debtor-affiliates want the U.S.
Bankruptcy Court for the District of Vermont's authority to
continue the employment of the professionals they utilized in the
ordinary course of their businesses.

The Debtors report that they customarily retain the services of
various attorneys, accountants and other professionals to
represent them in matters arising in the ordinary course of their
businesses, unrelated to their chapter 11 cases.

The Debtors seek authorization to retain the Ordinary Course
Professionals without the necessity of a separate, formal
retention application for each professional, and pay the each
professional for their postpetition services.

The Debtors point out that there is a significant risk that some
Ordinary Course Professionals would be unwilling to provide
services, and that others would suspend services pending a
specific order authorizing the services.

Since many of the matters are active on a day-to-day basis, any
delay or need to replace professionals could have significant
adverse consequences.

The Debtors agree to cap payments to each professional at $20,000
per month. The Debtors also propose that aggregate monthly
payments to all Ordinary Course Professionals be limited to
$300,000, unless additional payments are authorized for any month
by agreement of the United States Trustee, the Committee and the
Lender.

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


FLEMING: Wants Court to Fix June 19 Plan Confirmation Hearing Date
------------------------------------------------------------------
Fleming Companies, Inc. and its debtor-affiliates ask the Court to
establish:

       -- June 19, 2004 as the start of the plan confirmation
          hearing;

       -- June 4, 2004 as the deadline for serving confirmation
          objections;

       -- The date of approval of the Disclosure Statement as the
          record date for purposes of determining which creditors
          are entitled to vote on the Plan; and

       -- June 4, 2004 as the voting deadline.

The Debtors also propose this Plan and Disclosure Statement
timeline:

       Date                  Event
       ----                  -----
       04/19 (X)             Approval of Disclosure Statement

       X + 14                Mail Plan Solicitation Packets and
                             Notices, publish confirmation
                             notice; The Debtors' virtual
                             database ready for objectors

       X + 30                Objectors' discovery requests due;
                             designation of witnesses for
                             Confirmation Hearing

       X + 40                Additional exhibits to Plan due; The
                             Debtors' discovery requests to
                             potential objectors; identification
                             of the Debtors' witnesses for
                             Confirmation Hearing

       X + 50                Additional document production by
                             the Debtors

       X + 53                Documents due from objectors

       X + 56-65             Fact witness depositions

       X + 60                Disputed creditors deadline to
                             File 3018(a) motions; all expert
                             reports due

       X + 65                Expert rebuttal reports due

       X + 70-75             Expert depositions

       X + 75                Ballots due; objections to Plan
                             due; file Plan supplement;
                             discovery cutoff for Confirmation
                             Hearing

       X + 80                Final witness and exhibit lists
                             due; motions in limine

       X + 85                Briefs in support of Plan;
                             responses to Plan confirmation

       X + 90                Confirmation Hearing; hearing on
                             3018(a) motions

       X + 95                Confirmation order signed

       X + 100               Plan Effective Date

The Debtors believe that the Second Amended Disclosure Statement
contains all pertinent information necessary for the holders of
claims to make an informed decision about whether to vote to
accept or reject the Plan.  Notwithstanding, the Debtors seek the
Court's authority to make necessary non-substantive conforming
changes to the Plan and the Disclosure Statement without further
hearing and prior to solicitation.

                  Reclamation Committee Objects

The Reclamation Committee complains that the proposed discovery
schedule is unreasonable, the proposed procedures lack a
reasonable and streamlined temporary allowance procedure for
claims to which an objection has been filed, and the implication
of completing a ballot requires clarification.  The ballot form
must clarify that the completion of the ballot will not prejudice
a creditor's right to an award of an allowed administrative
expense claim.

The Reclamation Committee argues that the order the Debtors
proposed contains provisions described as procedural, but which
actually affect the fundamental substantive right of reclamation
creditors to participate meaningfully in the plan process.

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


FULTON STREET: Fitch Cuts Class C Fixed-Rate Notes' Rating to B
---------------------------------------------------------------
Fitch Ratings affirms five classes and downgrades one class of
notes issued by Fulton Street CDO, Ltd./Funding Corp. The
following classes have been affirmed:

     -- $180,000,000 class A-1A floating-rate notes due
        April 20, 2032 'AAA';

     -- $148,000,000 class A-1B floating-rate notes due
        April 20, 2032 'AAA';

     -- $34,000,000 class A-2 floating-rate notes due
        April 20, 2037 'AA';

     -- $9,000,000 class B-1 fixed-rate notes due
        April 20, 2037 'BBB';

     -- $10,000,000 class B-2 floating-rate notes due
        April 20, 2037 'BBB'.

The following class has been downgraded:

     -- $7,000,000 class C fixed-rate notes due
        April 20, 2037 to 'B' from 'BB'.

The transaction, a collateralized bond obligation (CBO), is
supported by a diversified portfolio of asset-backed securities
(ABS), residential mortgage-backed securities (RMBS) and
commercial mortgage-backed securities (CMBS). Fitch has had
discussions with the Clinton Group, Inc. (Clinton), the collateral
manager, regarding the current state of the portfolio and their
investment strategy going forward. Fitch has reviewed the credit
quality of the individual assets comprising the portfolio and has
conducted cash flow modeling of various default timing and
interest rate stress scenarios. As a result, Fitch has determined
that the original rating assigned to the class C notes of Fulton
no longer reflects the current risk to noteholders.

The downgrade of the class C notes is a result of deterioration in
the credit quality of Fulton's collateral pool. According to its
March 15, 2004 trustee report, 1.29% of Fulton's collateral pool
was defaulted per Fulton's governing documents. As part of its
analysis, Fitch identified an additional 1.33% of the collateral
pool whereby default is a real possibility. Both the distressed
and defaulted assets represent exposures to the aircraft lease and
manufactured housing sectors. These assets, coupled with other
assets that have migrated in credit quality, have contributed to a
decrease in Fulton's overcollateralization levels. As of March 15,
2004, all overcollateralization tests (A-1, A-2, B, C) were
passing at 118.4%, 107.2%, 101.9% and 100.1%, respectively, versus
triggers of 115%, 104%, 101% and 100%.

Clinton is currently considering an amendment to allow the
weighted average coupon to decrease modestly below the required
level of 7.65%. If the amendment is passed, Clinton may be able to
purchase collateral which might ultimately provide additional
credit enhancement to all classes of notes.

Fitch will continue to monitor and review this transaction for
future rating adjustments. Additional deal information and
historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/


GRACE DIGITAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Grace Digital Media, LLC
        1919 M Street, North West
        Washington, District of Columbia 20036

Bankruptcy Case No.: 04-00571

Type of Business: The Debtor is a full service production
                  facility providing clients with services
                  for media content creation, management and
                  distribution. See
                  http://www.gracedigitalmedia.com/

Chapter 11 Petition Date: April 6, 2004

Court: District of Columbia (Washington)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: David E. Lynn, Esq.
                  Docter, Docter & Lynn, P.C.
                  666 11th Street, North West Suite 1010
                  Washington, DC 20001-4542
                  Tel: 202-628-6800

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
1919 M Street Assoc., LP                              $1,751,626
1000 Connecticut Ave., N.W.
Suite 1110
Washington, DC 20036

U.S. Chamber of Commerce      Rent                      $150,156

Verizon CABS                                            $110,184

Davis Construction Services                              $61,932

Qwest Communications                                     $58,398

Verizon                                                  $55,755

Verestar                                                 $52,769

Cabot Industrial Properties LP                           $40,756

Avid Technology Inc.                                     $28,990

Williams & Connolly LLC                                  $28,536

Communications Engineering                               $27,611
Inc.

Cananwill Inc.                Business Insurance         $22,050

Century Magnetics Inc.                                   $16,473

Vista Communications                                     $16,389

CDW Computers Centers Inc.                               $16,148

Sony Electrics Inc.                                      $15,728

Skehan Communications Group                              $13,711
Inc.

Witel Communications LLC                                 $13,653

Xytech Systems Corporation                               $12,462

Dean Mechanical Contractors                              $11,313
Inc.


HOST MARRIOTT: Directors Vote to Declassify Board
-------------------------------------------------
Host Marriott Corporation (NYSE: HMT) announced that its Board of
Directors voted unanimously to declassify its Board in support of
annual elections of all its Directors.  Under the current
classified system, directors are elected to staggered three-year
terms.  Stockholders will vote on the Board's declassification
proposal at the 2004 annual meeting to be held Thursday, May
20.  Approval of the proposed resolution requires the affirmative
vote of the holders of at least two-thirds of the outstanding
shares of the Company's common stock.

Host Marriott is a Fortune 500 lodging real estate Company that
currently owns or holds controlling interests in 111 upscale and
luxury hotel properties primarily operated under premium brands,
such as Marriott, Ritz-Carlton, Hyatt, Four Seasons, Westin and
Hilton.  For further information, visit the Company's website at
http://www.hostmarriott.com/

                        *   *   *

As reported in the Troubled Company Reporter's March 12, 2004
edition, Standard & Poor's Ratings Services assigned its 'B+'
rating to Host Marriott LP's proposed $375 million cash pay
exchangeable senior debentures due 2024. Proceeds from the notes
will be used to redeem a portion of Host Marriott LP's existing
$1.2 billion 7.875% series B senior notes due 2008 and to pay fees
and expenses.

Concurrently, Standard & Poor's affirmed its ratings, including
its 'B+' corporate credit rating, on Host Marriot Corp. The
outlook is stable.

"The ratings for Host reflect its very high debt leverage and the
expectation that credit measures will remain weak for the ratings
for several quarters, given Standard & Poor's expectation for a
gradual lodging industry recovery," said Standard & Poor's credit
analyst Sherry Cai. "These factors are partially offset by the
high quality of Host's hotels, the geographic diversity of its
portfolio, and its experienced management team. Moreover, the
company's good liquidity position and historically good access to
both debt and equity capital markets are viewed favorably," added
Ms. Cai.


ID KRIFF INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: I.D. Kriff, Inc.
        dba Americas Mattress
        dba National Mattress Superstore
        dba Kriffs Furniture
        228 Arsenal Street
        Watertown, New York 13601

Bankruptcy Case No.: 04-12627

Type of Business: The Debtor operates a Mattress Store.

Chapter 11 Petition Date: April 20, 2004

Court: Northern District of New York (Albany)

Judge: Robert E. Littlefield Jr.

Debtor's Counsel: David P. Antonucci, Esq.
                  Antonucci Law Firm
                  12 Public Square
                  Watertown, NY 13601
                  Tel: 315-788-7300
                  Fax: 315-788-1643

Total Assets: $208,481

Total Debts:  $1,155,764

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Sandra Kriff                                            $190,000

New York State Dept.          Sales Tax                 $150,000
Taxation & Finance

New York State Dept.                                    $139,930
Taxation & Finance

Key Bank                      Inventory loan and        $116,602
                              Personally

Key Bank                      Inventory loan and         $85,460
                              Personally

Small Business Admin.         Disaster loan (ice         $64,106
                              Storm)

Test Trust Herb Kriff                                    $51,000

Serta Mattress Company                                   $49,108

Key Bank                      Line of Credit and         $45,493
                              Personally

NY State Dept. of Taxation                               $41,045
& Finance

Internal Revenue Service      941                        $30,000

Michael Parker                                           $30,000

Harden Furniture                                         $19,582

Pinto Mucenski & Watson                                  $14,285

Action Lane Industries                                   $13,387

Puleski Furniture                                        $10,499

La-Z-Boy Chair Co.                                       $10,411

Bassett Furniture Ind.                                    $7,082

Vaughan Furniture                                         $6,683

Mohawk Factoring Inc.                                     $6,014


INTERPLAY ENTERTAINMENT: Looks for More Funds as Bankruptcy Looms
-----------------------------------------------------------------
As of December 31, 2003, Interplay  Entertainment Corp. had a  
working capital deficit of $14.8 million, and a cash balance of
approximately $1.2  million.  The Company anticipates that its  
current cash reserves, plus its expected generation of cash from
existing operations will only be sufficient to fund its
anticipated expenditures into the second quarter of fiscal 2004.

As of April 1, 2004, the Company was three months in arrears on
the rent obligations for its corporate lease in Irvine,
California.

On April 9, 2004, the Company's lessor served it with a Three-Day  
Notice to Pay Rent or Surrender Possession.  If the Company is
unable to pay its rent, it may lose its office space, which would
interrupt  operations and cause  substantial harm to business.  
The Company received notice from the Internal Revenue Service that
it owes approximately  $70,000 in payroll tax penalties,  which
the Company has appealed. The Company estimates that it owes an
additional $10,000, which it has accrued in penalties for
nonpayment of approximately  $99,000 in Federal and State payroll
taxes, which were due on March 31, 2004 and is still outstanding.

There can be no guarantee that the Company will be able to meet
all  contractual obligations  in the near  future,  including  
payroll  obligations.  The Company expects  that it will need to  
substantially  reduce its working  capital  needs and/or raise
additional  financing.  If the Company does not receive sufficient
financing  it may (i)  liquidate assets,  (ii)  sell  the  company  
(iii) seek protection  from its  creditors,  and/or  (iv) continue  
operations,  but incur material harm to its business,  operations
or financial conditions.  However, no assurance can be given that
alternative  sources of funding could be obtained on acceptable  
terms,  or at all.  These  conditions,  combined  with the
company's historical  operating  losses  and  its  deficits  in  
working  capital, raise substantial doubt about the Company's
ability to continue as a going concern.


INTERPLAY: Engages SG Capital to Explore Strategic Options  
----------------------------------------------------------
Interplay Entertainment Corp. (OTC Bulletin Board: IPLY) announced
that it has retained the investment bank SG Capital to assist with
an evaluation of strategic alternatives designed to enhance value
to Interplay's shareholders.  

SG Capital will provide, among other services, assistance with the
Company's financing efforts as it attempts to secure additional
capital for product development and operations. SG Capital will
also assist the Company with general business strategy and advice
regarding potential strategic transactions, including a possible
sale of the Company or its operating units.

Commenting on the announcement, Interplay's Chairman and Chief
Executive Officer Herve Caen said, "Management and the board do
not believe that our current share price reflects the true value
of the operations of our company. Accordingly, we have engaged SG
Capital to explore strategic alternatives to improve and maximize
shareholder value.  We believe that their experience, capabilities
and market focus fit the needs of Interplay and that SG Capital
is uniquely qualified to assist the Company in this effort."

Mr. Caen continued, "With Interplay's recent return to
profitability and the strong performance of our industry as a
whole, management and the board believe that the time is right to
explore strategic opportunities for a much-improved Interplay."

SG Capital, headquartered in Los Angeles, California, is an
investment bank focused on advising middle-market companies on
matters relating to mergers, acquisitions, divestitures, debt and
equity financings, debt restructurings, recapitalizations and
corporate governance issues. SG Capital's investment banking group
focuses on middle market, emerging growth and small public
companies primarily within the technology sector. More
comprehensive information on SG Capital and its services are
available through its website at http://www.sgcapital.com/

Interplay Entertainment Corp. -- whose September 30, 2003 balance  
sheet shows a total shareholders' equity deficit of about $16  
million -- is a leading developer, publisher and distributor of
interactive entertainment software for both core gamers and the
mass market. Interplay currently balances its development efforts
by publishing for personal computers as well as current and next
generation video game consoles. Interplay releases products
through Interplay, Black Isle Studios and its distribution
partners. More comprehensive information on Interplay is available
at http://www.interplay.com/

On March 29, 2004, Interplay Entertainment Corp. filed with the
Securities and Exchange Commission a notice of its inability to
timely file the company's form 10-K for the year ended
December 31, 2003.


JP MORGAN: Fitch Affirms Low-B Ratings for 6 Ser. 2001-CIBC3 Notes
------------------------------------------------------------------
Fitch Ratings upgraded J.P. Morgan Chase Commercial Mortgage
Securities Corp.'s, pass-through certificates, series 2001-CIBC3,
as follows:

     -- $36.9 million class B to 'AA+' from 'AA';
     -- $36.9 million class C to 'A+' from 'A';
     -- $9.8 million class D to 'A' from 'A-'.

The following certificates are affirmed:

     -- $28.0 million class A-1 'AAA';
     -- $174.8 million class A-2 'AAA';
     -- $457.3 million class A-3 'AAA';
     -- Interest-only classes X1 and X2 'AAA';
     -- $27.1 million class E 'BBB';
     -- $10.8 million class F 'BBB-';
     -- $17.3 million class G 'BB+';
     -- $6.5 million class H 'BB';
     -- $6.5 million class J 'BB-';
     -- $7.6 million class K 'B+';
     -- $4.3 million class L 'B';
     -- $4.3 million class M 'B-'.

The $16.3 million class NR is not rated by Fitch.

The upgrades are due to an increase in credit enhancement since
issuance, and subordination levels that are in line with the
levels of deals issued on April 20 having similar characteristics.

The certificates are collateralized by 125 fixed-rate mortgage
loans secured by 137 properties. As of the April 2004 distribution
date, the pool's aggregate principal balance has been reduced by
2.7% to $844.4 million from $867.5 million at issuance. There have
been no delinquent or specially serviced loans to date.

Fitch reviewed credit assessments of the Franklin Park Mall loan
(10.4%) and the Kings Plaza pooled note (5.7%). The Fitch stressed
debt service coverage ratio for each loan is calculated using
servicer provided net operating income less reserves divided by
Fitch stressed debt service payment. Based on their improved
performance, both loans maintain investment grade credit
assessments.

The Franklin Park Mall loan is secured by a 1,072,383 square foot
(sf), 291,215 sf in-line, regional mall located in Toledo, OH.
Dillard's, 192,182 sf, is the only anchor that is a part of the
collateral and non-collateral anchors include J.C. Penney, J.L.
Hudson, and Jacobsen's. The Fitch stressed DSCR for the loan
remains strong at 1.60 times for year-end (YE) 2002 compared to
1.45x at issuance.

The Kings Plaza pooled note (5.7%) is secured by 1,050,000 sf mall
located in Brooklyn, NY. The Kings Plaza mortgage loan consists of
notes A1, A2, and B, with an aggregate original balance of $222
million.

The A2 note, included in this transaction, is pari passu with the
A1 note, in the JPMCC 2001-KP trust, which also contains the B
note. Collateral for the loan includes 458,800 sf of in-line
space, a 289,215 sf Sears anchor parcel, an adjacent surface and
five-story parking deck, and a marina. The Fitch stressed DSCR for
the pooled note remains strong at 2.32x for YE 2002 compared to
2.15x at issuance.


LITFUNDING CORP: Inks Settlement Agreement with Creditors
---------------------------------------------------------
LitFunding Corp., and California LitFunding have entered into a
settlement agreement with petitioning creditors. The terms of this
settlement are currently incorporated into a letter agreement.
However, pursuant to the agreement between the parties, the terms
of the settlement are being incorporated into, and made a part of,
the Companies' Joint Chapter 11 Plan of Reorganization.

The Settlement Agreement provides, among other things, for the
dismissal of all litigation between the parties promptly after the
confirmation of the Reorganization Plan. This resolution will
bring to a close of over eleven months of litigation between the
parties.

The most significant achievements reached in the settlement
include:

        1. The dismissal with prejudice of all litigation between
           the parties effective upon the confirmation of the
           Reorganization Plan. However, the Settlement Agreement
           does not provide for the dismissal of the litigation
           pending between the Companies and a former employee
           regarding his alleged claims against the Companies, and
           the Companies counter-claims against this employee, nor
           does it dismiss litigation pending between an
           individual that is seeking compensation for bookkeeping
           services provided to the Companies prepetition. The
           Companies do not consider these litigation matters to
           be material and it does not believe that they have any
           merit;

        2. The consensual treatment of the claims held by parties
           that advanced funds to the Companies pursuant to
           Investment/Equity Participation Agreements. In summary
           the terms of the Settlement Agreement provide that the
           claims held by the IEP Claimants will be incorporated
           into a single promissory note, which is recourse to
           only the collections from the lawsuits that predate the
           Settlement Agreement; and

        3. An approved overhead allocation in favor of the
           Companies payable from collections from the lawsuit
           investments. However, if for any reason the IEP Plan
           Note is not paid in full, the Companies will become
           obligated to repay to the IEP Claimants a sum equal to
           the lesser of the shortfall on the IEP Plan Note, or
           the amount of the overhead charge advanced to the
           Companies under the terms of the Settlement Agreement.

Prior to the hearing on the Reorganization Plan, the Companies
anticipate entering into tentative agreements (subject to the
service of an approved disclosure statement and the Reorganization
Plan) with other creditors regarding their treatment under the
terms of the Reorganization Plan. Although there is no assurance
that the Reorganization Plan proposed by the Companies will be
approved by the United States Bankruptcy Court, the Companies
believe that the likelihood of court approval has substantially
increased with the advent of the
foregoing settlement.

The resolution of the pending litigation with the IEP Claimants
will enable the Companies to refocus their efforts on collecting
delinquent accounts receivable owed by certain attorney/clients
who received litigation advances from the Companies, but who have
failed to repay these obligations.

The Companies have applied to the State of Nevada to establish a
new subsidiary of the holding company, which will be responsible
for all future funding of cases. This new subsidiary will also
manage and collect the portfolio of California LitFunding to
satisfy the requirements of the settlement with the petitioners.

California Litfunding aka Litfunding Corp. provides funding to the
law industry. The company filed for Chapter 11 relief on January
26, 2004 (Bankr. C.D. Calif. Case No. 04-11622). Michael Marcelli,
Esq. represents the Debtors in its restructuring efforts. When the
Debtor filed for protection from its creditors, it listed total
assets of $10 Million to $50 Million and total debts of $10
Million to $50 Million.


KMART: Leona Celestine Wants Court to Okay Validity of $6.6M Claim
------------------------------------------------------------------
Leola Celestine, Curatrix of the interdict of Sylvia Green,
Joseph Broussard and Lameka Broussard, holds a Judgment, dated
October 19, 2000, against the Kmart Corporation Debtors for
$1,452,000 together with interests and costs.  According to James
Wattigny, Esq., in Lafeyette, Louisiana, the Judgment was recorded
in the offices of the Clerk of Court, Iberia Parish, State of
Louisiana.  The Judgment constitutes a judicial mortgage and lien
on all property owned or leased by the Debtors in the Iberia
Parish.

Pursuant to Articles 3286, 3302, 3304, and 3307 of the Louisiana
Civil Code, a judicial mortgage that is not affected or suspended
by suspensive appeal was created by the filing of the judgment
with the recorder of mortgages.  Mr. Wattigny relates that legal
mortgages burden all of the property of the Debtors that is made
susceptible of mortgages, which include corporeal immovables with
component parts, and the Debtors' rights in a lease of an
immovable or property made susceptible of conventional mortgage.

The Debtors presently lease a 12-acre tract of land with building
improvements in Iberia Parish, designated as Store #7601.  The
Lease had an original term of 25 years with the option to renew
10 times, each for five-year periods.  The Lease states a yearly
consideration of $1, which is grossly understated.

Ms. Celestine holds a secured claim to the extent that any equity
exists in the leaseholder's interest of the Debtors.  Mr.
Wattigny contends that the burden of showing that the Debtors
hold no equity in the Lease lies with the Debtors.

Pursuant to the Reorganization Plan, Ms. Celestine is a secured
claimholder entitled to receive cash equal to the value of her
interest in the property of the Debtors' estate, which
constitutes collateral.

Thus, Ms. Celestine asks the Court to determine the validity and
value of her timely filed secured claim for $6,646,589, and
compel the Debtors to immediately pay the claim. (Kmart Bankruptcy
News, Issue No. 70; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


LAIDLAW: Greyhound Unit's Facility Compliance Still Uncertain
-------------------------------------------------------------
Based on the current financial forecast for the Laidlaw Inc. unit,
Greyhound Lines, Inc., Senior Vice-President and Chief Financial
Officer, Douglas A. Carty, says management is still unable to
predict with reasonable assurance whether Greyhound Lines will
remain in compliance with all of the terms of its revolving credit
facility.  There is less than one year until the October 24, 2004,
expiration of the Greyhound Facility, Mr. Carty notes.  
Greyhound Lines intends to enter into discussions to extend the
maturity and to modify certain of the other terms of the
agreement.

As of February 29, 2004, Greyhound Lines was in compliance with
all covenants under the Greyhound Facility and had $5.0 million
of cash borrowings, issued letters of credit of $56.6 million and
availability of $56.8 million.  However, Mr. Carty points out
that Greyhound Lines may not be able to access such availability
if an event of default exists.  In addition, if an event of
default occurs and is continuing, the lenders may seek to enforce
remedies under the Greyhound Facility, including terminating the
commitment to make loans or issue letters of credit, holding cash
collateral for payment of Greyhound Lines' obligations under the
Greyhound Facility and selling the collateral.  Furthermore, an
event of default under the Greyhound Facility may result in
cross-defaults under other debt instruments of Greyhound Lines
and its subsidiaries.

Although Greyhound Lines has been successful in obtaining
necessary extensions and modifications to the Greyhound
Facility in the past, Mr. Carty says, there is no assurance that
they will obtain them in the future or that the cost of any
future extensions, modifications or other changes in the terms of
the Greyhound Facility would not have a material effect on
Greyhound Lines or Laidlaw.  In the event that the parties are
unable to agree on an extension of the facility beyond
its current maturity date, and that modifications suitable to the
parties are not obtained, Greyhound Lines will be required to
seek a replacement for the Greyhound Facility from other
financing sources.  

Should alternate sources of financing not be available, then
Greyhound Lines may not be able to satisfy its obligations as
they become due and may not be able to continue as a going
concern.  If the "going concern" basis on which Greyhound Lines'
consolidated financial statements were prepared was not
appropriate for those consolidated financial statements, then
significant adjustments would need to be made to the carrying
value of the assets and liabilities, the reported revenue and
expenses and balance sheet classifications used by Greyhound
Lines.  Accordingly, if the changes were made to Greyhound Lines'
consolidated financial statements, significant adjustments would
be required to Laidlaw's consolidated financial statements.

Mr. Carty explains that Laidlaw's compliance with the financial
and other covenants in its senior secured credit facility is
generally not dependent on the financial results or financial
condition of Greyhound Lines, as Greyhound Lines' performance has
been excluded for purposes of determining compliance with such
provisions.  Consistent with the intent to exclude events solely
related to Greyhound Lines, Laidlaw's senior secured credit
facility specifies that a default by Greyhound Lines under the
Greyhound Facility or a bankruptcy filing by Greyhound Lines
would not be an event of default under Laidlaw's senior secured
credit facility.

In addition, in January 2004, Laidlaw amended its senior secured
credit facility to clarify that an event of default is not
triggered under Laidlaw's controlled group liabilities under
ERISA with respect to Greyhound Lines' pension plans in the
context of a Greyhound Lines bankruptcy filing.  Should Greyhound
Lines be unable to continue as a going concern, Laidlaw may be
required to honor certain of Greyhound Lines' lease commitments
and pension obligations.  Laidlaw's management believes that any
required expenditures with respect to these liabilities would not
materially impact Laidlaw's financial condition. (Laidlaw
Bankruptcy News, Issue No. 47; Bankruptcy Creditors' Service,
Inc., 215/945-7000)  


LEGACY HOTELS: Posts Improved Revenues for First Quarter 2004
-------------------------------------------------------------               
Legacy Hotels Real Estate Investment Trust (TSX: LGY.UN) announced
its unaudited financial results for the three months ended
March 31, 2004. All amounts are in Canadian dollars unless
otherwise indicated.

"We are pleased to report improving performance through most of
our portfolio with revenue per available room up 2.5%," commented
Neil J. Labatte, Legacy's President and Chief Executive Officer.
"The travel recovery in both Canada and the U.S. is encouraging,
with occupancies increasing throughout the majority of our
portfolio. Our Canadian portfolio's RevPAR exceeded 2002 levels
for the comparable period. In addition, our recent diversification
in the United States appears well timed as the U.S. lodging
industry is benefiting from improving travel demand."

Continued Mr. Labatte. "The first quarter is traditionally
Legacy's lowest earnings period, however, we are encouraged by
recent trends, which point to the anticipated strong recovery in
the lodging sector in 2004."

            Three Months Ended March 31, 2004

First quarter revenues increased $19.9 million or 15.3% to
$150.2 million. The addition of The Fairmont Olympic Hotel,
Seattle in August 2003 contributed $11.0 million in revenues
during the quarter. Our second U.S. property, in Washington, D.C.,
also benefited from improving travel demand in the U.S. Together,
both properties achieved revenue growth of 9% on a U.S. currency
basis over their performance in 2003. The average Canadian dollar
exchange rate has appreciated approximately 14% compared to the
first quarter of 2003, which reduces the Canadian dollar
equivalent of our U.S. revenues.

Revenues at our Canadian portfolio increased in virtually all
markets, led by improved performance at Fairmont The Queen
Elizabeth following the completion of its major renovation project
in the second quarter of 2003. Our properties in British Columbia
benefited from strong demand growth at each of the hotels. The
Toronto market continues to strengthen with occupancy and revenues
at our three Toronto hotels returning to historical levels for the
first quarter. Performance at Fairmont Le ChÉteau Frontenac was
below expectations this quarter as a result of lower than
anticipated U.S. and international travel demand. The lower demand
is consistent with first quarter results for other major Canadian
resorts which rely on this customer segment.

Hotel EBITDA(1) more than doubled to $11.1 million in the first
quarter. Hotel EBITDA margin, defined as hotel EBITDA as a
percentage of revenues, improved to 7.4% compared with 4.2% in the
first quarter of 2003 as a result of higher occupancy and diligent
adherence to cost control measures.

A $7.8 million increase in amortization, primarily due to a change
in accounting policy (See Trust Developments), contributed to the
increase in the first quarter net loss of $26.4 million or $0.28
diluted net loss per unit compared to a loss of $21.4 million or
$0.24 diluted net loss per unit in 2003. Net loss was also
impacted by increased interest and amortization expenses related
to the recent hotel acquisition in Seattle. Distributable loss(2)
per unit for the period improved to $0.15 per unit compared to a
net loss of $0.17 per unit in the prior period. Given the
seasonality of the portfolio and the fixed nature of certain
operating costs, first quarter results are not indicative of
results for the full year. Legacy historically incurs a loss in
the first quarter.

RevPAR for the portfolio increased 2.5% to $88.37 for the first
quarter of 2004 compared to 2003. The strength in occupancy, which
improved 2.9 points, offset the drop in average daily rate ("ADR")
of 2.4%. After adjusting for the foreign exchange impact, RevPAR
increased approximately 5% over 2003.

At the Fairmont managed properties, RevPAR increased 5.0% to
$97.95 as a result of a 4.8 point improvement in occupancy and a
3.4% decrease in ADR. Strong performance was experienced through
the majority of the portfolio led by an approximate 40% RevPAR
improvement at Fairmont The Queen Elizabeth following the
completion of its extensive renovation program in the spring of
2003. Strong performance at each of our hotels in British Columbia
contributed to an approximate 20% RevPAR improvement for the
region. Reduced visitation from U.S. and international travellers
resulted in an approximate 15% RevPAR decline at Fairmont Le
Chateau Frontenac.

At the Delta managed properties, RevPAR of $69.64 was down 3.7%
due to a drop in both occupancy and ADR of 0.8 points and 2.4%,
respectively. Performance at our Ottawa and Montreal hotels was
below expectations this quarter, which led to the overall decline
in RevPAR. Both properties are anticipating strong performance
through the balance of the year with annual results expected to
exceed 2002 levels.

    Trust Developments

Effective January 1, 2004, Legacy has adopted the straight-line  
method of amortization for hotel buildings in accordance with new
accounting standards issued by the Canadian Institute of Chartered
Accountants. This change in accounting policy has been applied
prospectively. While significantly impacting net income, this
change does not affect distributable income and therefore will not
impact future distributions to unitholders.

Capital expenditures during the quarter totalled $4.9 million.
Following the completion of several significant capital projects
over the past three years, Legacy anticipates investing
approximately $45 million in its properties in 2004. Attractive
returns on the capital invested are expected once the properties
realize the full benefit of these improvements, which typically
occurs two to three years after completion.

    Outlook

"Group business bookings for the balance of this year remain ahead
of booking levels experienced at this time last year for the
corresponding period. This trend is promising since booking levels
at the end of March 2003 had not yet been impacted by
cancellations due to SARS concerns," commented Mr. Labatte. "While
it is still early in the recovery, we remain optimistic with
respect to the strength of recovery for our critical summer
leisure and tour business. Our preliminary expectations are that
both occupancies and rates in 2004 will return to levels realized
in 2002."

Continued Mr. Labatte, "We recognize the importance of
distributions to our unitholders. Should our performance and
business volumes continue to build as expected over the next few
months, we would hope to resume distributions in the second
quarter."

Legacy has published a Supplemental Information Package for the
three months ended March 31, 2004, which provides a summary of
corporate data, financial highlights and portfolio data. Investors
are encouraged to access the Supplemental Information Package on
Legacy's Web site at http://www.legacyhotels.ca/

The Supplemental Information Package will also be provided upon
request. Requests may be made by e-mail to
investor@legacyhotels.ca or by phoning 1-866-627-0641.

Legacy is Canada's premier hotel real estate investment trust with
24 luxury and first-class hotels and resorts with over 10,000
guestrooms located in Canada and the United States. The portfolio
includes landmark properties such as Fairmont Le ChÉteau
Frontenac, The Fairmont Royal York, The Fairmont Empress and The
Fairmont Olympic Hotel, Seattle.

The company's December 31, 2003, balance sheet discloses a working
capital deficit of about CDN$72.3 million.


MACK FARMS INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Mack Farms, Inc.
        P.O. Box 1077
        Lake Wales, Florida 33859

Bankruptcy Case No.: 04-07796

Chapter 11 Petition Date: April 19, 2004

Court: Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Richard C. Prosser, Esq.
                  Stichter, Riedel, Blain & Prosser PA
                  110 E. Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: 813-229-0144

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
------                        ---------------       ------------
Farm Credit                   Line of Credit          $2,000,000
P.O. Box 715
Okeechobee, FL 34973

Kenneth Hyatt                 Judgment                $1,889,500
26691 Hwy 60 East
Lake Wales, FL 33898

Howard Fertilizer             Trade Debt                $187,348

Griffin Fertilizer            Trade Debt                 $72,251

International Paper           Trade Debt                 $41,612

Johnson Plants                Trade Debt                 $37,444

Weyerhaeuser Company          Trade Debt                 $32,288

Fox Packaging                 Trade Debt                 $27,843

Billingsley Produce           Trade Debt                 $27,532

Gargiulo Inc.                 Trade Debt                 $24,542

General Bag                   Trade Debt                 $19,320

U.A.P.                        Trade Debt                 $16,385

Tedder, James, Worden         Trade Debt                 $14,000

Suwanee Farms                 Trade Debt                 $13,866

Triangle Chemical             Trade Debt                 $13,190

South Florida Potato Growers  Trade Debt                 $12,816

Southeast Farms               Trade Debt                  $8,388

Troyer Brothers               Trade Debt                  $7,528

United States Treasury                                    $7,041

Trinity Transport             Trade Debt                  $4,395


METALS USA: Fulbright & Jaworski Submits Post-Confirmation Report
-----------------------------------------------------------------
The Metals USA, Inc. and its debtor-affiliates' Counsel, Johnathan
C. Bolton, Esq., at Fulbright & Jaworski, LLP, in Houston, Texas,
outlines the payments made by the Debtors:

   FEES AND EXPENSES

      Trustee Compensation                           $0

      Fee for Attorney for Trustee                    0

      Other Professional Fees and            $9,982,000
         All Expenses, including Fee
         for Attorney for Debtor

   DISTRIBUTIONS

      Priority Creditors                        835,000

      Unsecured Creditors             Pro Rata Share of
                                      million shares of
                                      common stock in
                                      the Reorganized
                                      Debtors based on
                                      $370,700,000 in
                                      claims

      Equity Security Holders                         0

      Other Distributions                       718,000
         including payments to Debtor
                                         --------------
   TOTAL RECEIPTS AND DISTRIBUTIONS      $2,393,044,000
                                         ==============

The fees paid to the U.S. Trustee are considered expenses of the
estate and reported under Other Professional Fees. (Metals USA
Bankruptcy News, Issue No. 42; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


METRIS COMPANIES: First Quarter 2004 Results Turn Positive
----------------------------------------------------------
Metris Companies Inc. (NYSE:MXT) reported net income for the
quarter ended March 31, 2004 of $41.6 million, or $0.47 per share.
This compares to a net loss of $82.8 million or a $1.62 loss per
share for the quarter ended March 31, 2003.

"Our first quarter results continue the trend of improvement we
have seen during the previous two quarters," said David Wesselink,
Metris Chairman and Chief Executive Officer. "Our delinquency rate
in the Metris Master Trust decreased to 10.5% as of March 31, 2004
the lowest level since July 2002, while the three-month average
excess spread increased to 4.61%. We are also announcing a new
two-year conduit facility that will help us to meet our funding
requirements through April 2006, a significant achievement in our
funding plan. We are pleased with the two-year term of the deal
considering most conduit structures mature within 364 days."

During the quarter the Company changed the presentation of its
income statement to better represent the ongoing operations of the
Company. Revenues for the quarter ended March 31, 2004 were $178.6
million, a 59.7% increase over $111.8 million for the quarter
ended March 31, 2003. The increase is primarily due to a $157.0
million increase in securitization income, reflecting improved
performance in the Metris Master Trust. This increase was
partially offset by a $42.6 million reduction in credit card loan
interest and fee income due to a $624.7 million reduction in
average credit cards loans, and a $36.0 million reduction in
enhancement services income due to the sale of our membership club
and warranty business in the third quarter of 2003.

Total expenses were $114.3 million for the quarter ended March 31,
2004, a decrease of $125.0 million from $239.3 million for the
quarter ended March 31, 2003. Provision for loan losses was income
of $6.1 million for the quarter ended March 31, 2004, compared to
expense of $44.8 million for the quarter ended March 31, 2003,
reflecting the significant reduction in credit card loans during
the past year and slightly improved credit quality. The remaining
$74.1 million reduction in expense reflects the sale of our
membership club and warranty business and the significant
reduction in our credit card operations during the past year.

The three-month average excess spread in the Metris Master Trust
was 4.61 percent as of March 31, 2004, compared to 3.62 percent as
of December 31, 2003, and 2.37 percent as of March 31, 2003. The
two-cycle plus delinquency rate in the Metris Master Trust was
10.5 percent as of March 31, 2004, compared to 11.0 percent as of
December 31, 2003, and 11.7 percent as of March 31, 2003. The
gross default rate of the Metris Master Trust for the first
quarter of 2004 was 19.28 percent, compared to 19.10 percent in
the fourth quarter of 2003 and 21.45 percent in the first quarter
of 2003.

As of March 31, 2004, the Company's managed credit card loans were
$7.5 billion compared to $8.1 billion as of December 31, 2003. The
Company's owned credit card portfolio was $74 million, down from
$129 million at December 31, 2003.

The managed net charge-off rate for the first quarter of 2004 was
17.8 percent, compared to 21.7 percent in the previous quarter,
and 18.0 percent for the first quarter of 2003. The owned net
charge-off rate was 71.0 percent, compared with 56.6 percent in
the previous quarter, and 4.5 percent in the first quarter of
2003.

The managed delinquency rate was 10.4 percent as of March 31,
2004, compared to 11.1 percent as of December 31, 2003, and 11.5
percent as of March 31, 2003. The owned delinquency rate was 15.0
percent as of March 31, 2004, compared to 15.8 percent as of
December 31, 2003, and 8.2 percent as of December 31, 2003.

Metris Receivables Inc., a wholly owned subsidiary of Metris
Companies Inc., has entered into an agreement to establish a
committed, two-year $800 million conduit facility for the purpose
of financing credit card receivables in the Metris Master Trust,
subject to certain initial funding conditions, all of which are
expected to be met. The first funding into the conduits is
expected to be in May 2004 to defease Series 2001-3, which is
currently scheduled to mature in August 2004.

This two-year conduit facility will allow for the maturing term
securitization transaction to be funded into the conduit as it
matures and will provide for the future defeasance of those
maturing deals through April 2006. The conduit is expected to be
repaid through the periodic issuance of future term securitization
transactions issued from the Metris Master Trust and through
future attrition of the loan portfolio.

Metris Companies Inc. (NYSE: MXT), 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.


METRIS: S&P Places Junk Counterparty Rating on Watch Developing
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Metris
Cos. Inc., including Metris' 'CCC-' long-term counterparty credit
rating, on CreditWatch with developing implications.

"The CreditWatch listing is driven by operational and financial
developments at the Minnetonka, Minn.-based credit card company
that will bring Metris' funding situation to a head during the
final two weeks of April," said Standard & Poor's credit analyst
Jeffrey Zaun. "Specifically, the firm's upcoming corporate debt
issue will make or break Metris' ability to fund operations
through 2005.

"Metris' operating performance has improved and its funding
through 2005 ill be locked in if its upcoming corporate debt issue
is successful," added Mr. Zaun. "Standard & Poor's will monitor
the firm's situation vis-Ö-vis regulatory investigations as well
as its ability to demonstrate a competitive advantage in the
credit card industry."


MINORPLANET: Secures Increased $1.6 Million Funding Commitment
--------------------------------------------------------------
Minorplanet Systems USA, Inc. (Nasdaq:MNPLQ), a leading provider
of telematics-based management solutions for commercial fleets,
reported that the company had obtained an increase in the original
funding commitment of $1.3 million to $1.6 million.

The funding commitment of $1.6 million will be in the form of a
convertible promissory note with the principal balance due 36
months from the date of closing, with an annual interest rate of
12 percent. The Company is required to pay 36 monthly accrued
interest-only payments on the principal balance, with the initial
interest payment due 30 days from closing. Following the initial
year of the note, the Company may elect to repay the loan without
premium or penalty.

The lender may elect at any time prior to the maturity date of the
note to convert all or any part of the principal or accrued
interest to common stock, discounted at a rate of 20 percent of
the market value if the election is made within the initial year
of the loan or 15 percent of the market value if the election is
made thereafter. Market value for purposes of conversion is
defined as the average trading price of the common stock five days
before and five days after the date the lender elects to exercise
the conversion.

The closing of the financing transaction is subject to bankruptcy
court approval of the financing and obtaining confirmation of the
debtor's plan of reorganization prior to June 30, 2004.

            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: Objects to Perryville Energy's $1 Billion Claim
------------------------------------------------------------
On December 15, 2003, Robin E. Phelan, Esq., at Haynes and Boone
LLP, in Dallas, Texas, relates that Perryville Energy Partners
LLC filed four proofs of claim against the Mirant Corp. Debtors,
including Proof of Claim No. 6261 against Mirant Americas Energy
Marketing LP for $1,015,651,565.  Claim No. 6261 is based on
damages causes by MAEM's rejection of the Tolling Agreement, dated
April 30, 2001, between Perryville and MAEM and unpaid amounts
allegedly owed to Perryville under the Tolling Agreement.

The Debtors object to Claim No. 6261 and ask the Court to
disallow or, in the alternative, reduce Claim No. 6261 on these
grounds:

   (a) Perryville has grossly overstated the amount of damages
       that it is entitled to recovery as a result of the
       Debtors' rejection of the Tolling Agreement.  Perryville
       apparently asserts that it is entitled to an allowed
       rejection claim in the aggregate amount of all future
       payments that it may have been entitled to received from
       MAEM under the Tolling Agreement.  Perryville's
       calculation of its rejection damages is overstated for
       several reasons, including, but not limited to, its
       failure to account for any mitigation of its alleged
       damages and its failure to apply any discount rate to its
       alleged rejection damages to reflect the present value of
       future payments under the Tolling Agreement;

   (b) Claim No. 6261 contains no information supporting
       Perryville's damage calculation, demonstrating
       Perryville's mitigation of its damages or explaining why
       Perryville is entitled to costs and professional fees;

   (c) Perryville failed to supply any meaningful support for
       treatment of Claim No. 6261 as a secured claim; and

   (d) As Perryville partly asserts postpetition pre-rejection
       amounts in Claim No. 6261, this portion of the claim is
       duplicative of the allegations contained in Perryville's
       pending motion to compel administrative claim payment,
       which the Debtors are defending.

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 CORP: Court Okays Proposed Reclamation Claim Procedures
--------------------------------------------------------------
Prior to the Petition Date, the Mirant Corp. Debtors ordered goods
from various vendors on varying credit terms.  Given the extension
of credit by various vendors, the Debtors are perpetually in
possession of goods for which payment has not been made at the
time of delivery.

Under the laws of most states and the Bankruptcy Code, sellers who
ship goods on credit may have the right under certain
circumstances to reclaim the goods.  Before the commencement of a
case under the Bankruptcy Code, reclamation rights of sellers are
governed by state law.  

Upon commencement of a Chapter 11 bankruptcy case, reclamation
rights are governed by Section 546(c) of the Bankruptcy Code,
which provides that sellers, who have sold goods to debtors in
the ordinary course of the seller's business, may reclaim the
goods if (i) the debtor has received the goods while insolvent
and (ii) the seller makes a demand in writing (a) before 10 days
after receipt of the goods by the debtor or (b) if the 10-day
period expires after the commencement of the case, before 20 days
after receipt of the goods by the debtor.  Notwithstanding, a
court may deny reclamation if (i) a seller is granted an
administrative priority claim pursuant to Section 503(b) of the
Bankruptcy Code or (ii) the payment of the seller's claim is
secured by the granting of a lien or a security interest in the
property of the debtor.

The Debtors received correspondences from numerous vendors
asserting some form of reclamation.  Many of the Notices were
received outside the prescribed time period for making a demand
for reclamation pursuant to Section 546(c).  In addition, other
Notices did not provide sufficient description to put the Debtors
on notice of a reclamation claim.  Nevertheless, the Debtors
undertook an effort to examine each Notice and corresponding
reclamation claim in an effort to amicably reconcile any dispute
with individual vendors.  

Accordingly, the Debtors sought and obtained Court approval,
pursuant to Sections 105(a) and 546(c), to establish these
procedures for the resolution of reclamation claims against them:

   (a) On or before April 10, 2004, the Debtors will begin to
       implement the Reclamation Procedures by filing with the
       Court and serving, along with a copy of the Reclamation
       Claims Procedure Order, a statement identifying the
       Reclamation Claims of which the Debtors have received
       notice and the Debtors' proposed treatment of the
       Reclamation Claims.  The Notice Statement will contain:

       -- the Claimant;

       -- the amount of the asserted Reclamation Claim;

       -- the address, telephone, and facsimile number to which
          all communications regarding the asserted Reclamation
          Claim will be sent by the Debtors;

       -- the date upon which the Debtors received notice of
          the Reclamation Claim; and

       -- the Debtors' proposed treatment of the Reclamation
          Claim.

       In addition, the Debtors will provide a letter to the
       Claimants listed on the Notice Statement detailing the
       preliminary reclamation analysis, and the Debtors'
       proposed treatment of the Reclamation Claim.  The Debtors
       will serve the Notice Statement upon all parties listed
       on the Notice Statement and upon the Limited Service List;

   (b) On or before May 10, 2004, all persons or entities
       asserting a Reclamation Claim that dispute the proposed
       treatment of their Reclamation Claim contained in the
       Notice Statement must notify the Debtors in writing of
       their dispute of the proposed treatment.  In addition,
       any party or entity that believes it has a Reclamation
       Claim that has been omitted from the Notice Statement
       must send a Notice of Dispute to the Debtors.
       Accompanying the Notice of Dispute, the parties must
       provide the Debtors with all documentation (i) in support
       of the asserted Reclamation Claim and (ii) demonstrating
       that timely notice of the asserted Reclamation Claim was
       provided to the Debtors.  Parties must serve the Notice
       of Dispute and supporting documentation on the Debtors'
       counsel at this address:

           Mark J. Elmore, Esq.
           Haynes and Boone, LLP
           901 Main Street, Suite 3100
           Dallas, Texas 75202
           Telephone: 214 651 5265
           Facsimile: 214 200 0905

   (c) The Debtors will then have until June 10, 2004 to:

       (1) review its business records to determine the validity
           of the facts and circumstances alleged in the Notice
           of Dispute;

       (2) inform the holder of its findings; and

       (3) use its discretion to determine whether the proposed
           allowed amount of each Reclamation Claim should be
           revised, either upward or downward.

       After reviewing the Reclamation Claims in light of the
       additional information provided with the Notice of
       Dispute, the Debtors will file a revised statement
       listing those Reclamation Claims which they believe to
       have been correctly asserted and allowable according to
       applicable law.  The Statement of Reclamation Claims will
       identify (i) the Claimant asserting the Reclamation Claim
       and (ii) the proposed treatment of the Claimant's
       Reclamation Claim.  The Debtors will file the Statement
       of Reclamation Claims with the Court on or before
       June 10, 2004 and will serve the Statement of Reclamation
       Claims upon all persons or entities identified on the
       Statement of Reclamation Claims, the Notice Statement,
       all persons who provided the Debtors' counsel with a
       Notice of Dispute, and the Limited Service List;

   (d) The Debtors will treat the Reclamation Claims in
       accordance with applicable law, including Section
       546(c)(2), in the amount as indicated in the Statement of
       Reclamation Claims.  Accordingly, to the extent proceeds
       exist in the reclamation goods after satisfaction of any
       prior secured claims against such goods, the Debtors
       propose to treat the allowed Reclamation Claims as
       administrative expense claims payable according to the
       terms of a confirmed plan of reorganization after
       considering possible claims and defenses to avoidance
       actions and applying the provisions of Section 502(d) of
       the Bankruptcy Code;

   (e) If a party asserting a Reclamation Claim disagrees with
       any part of the Statement of Reclamation Claims, this
       party will file and serve a written request for judicial
       adjudication of the Reclamation Claim on or before
       July 10, 2004.  The Request for Judicial Resolution must
       allege, with specificity, that its Reclamation Claim
       meets all the requirements for treatment as a valid
       reclamation claim pursuant to applicable state law and
       Section 546(c).  In proposing this reclamation process
       and proposed treatment, the Debtors do not admit or
       concede that they were insolvent;

   (f) After filing the Request for Judicial Resolution, the
       Court will establish a hearing date, which will be used
       to establish discovery procedures and fix trial dates to
       adjudicate the treatment of the Reclamation Claim;

   (g) In the event that a party asserting a Reclamation Claim
       does not file and serve a Request for Judicial Resolution
       prior to July 10, 2004, then the holder of a Reclamation
       Claim will be deemed to have waived any objection to the
       Debtors' proposed treatment of the Reclamation Claim
       described in the Statement of Reclamation Claim.  If a
       Reclamation Claim is not included in the Statement of
       Reclamation Claims or is included as a claim of zero, a
       Claimant failing to file and serve a Request for Judicial
       Resolution would concede that no Reclamation Claim is
       allowable;

   (h) The failure of a party asserting a Reclamation Claim
       materially to comply with these procedures will
       constitute a waiver of the party's right to object to the
       proposed determination of the Reclamation Claim as set
       forth in the Debtors' Statement of Reclamation Claim,
       unless the Court orders otherwise;

   (i) If a person or entity asserting a Reclamation Claim (i)
       fails to submit a timely Notice of Dispute, or (ii)
       submits a Notice of Dispute but thereafter fails to file
       and serve a timely Request for Judicial Resolution, this
       party will be bound by the Debtors' determination of the
       Claimant's Reclamation Claim as set forth in the Debtors'
       Statement of Reclamation Claims with respect thereto; and

   (j) The Court will retain jurisdiction over the Debtors and
       the holders of Reclamation Claims with respect to any
       matter, claims, rights, or disputes arising from or
       related to the Reclamation Claims or the Reclamation
       Procedures, including, without limitation, its
       implementation.

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)


NANOGEN: Receives Ontario Court Approval to Acquire SynX Pharma
---------------------------------------------------------------
Nanogen, Inc. (Nasdaq: NGEN) and SynX Pharma Inc. (TSX: SYY)
announced that the Ontario Superior Court of Justice has approved
the plan of arrangement for Nanogen to acquire SynX in an
all-stock transaction.

SynX shareholders and debentureholders met in Toronto on
April 15, where they overwhelmingly approved the transaction by
99.8% and 100% of the votes respectively.

The total consideration for the SynX common shares is fixed at
approximately CDN$16.3 million. With approximately 11.4 million
SynX shares and share equivalents outstanding, it is expected that
each SynX common shareholder will be entitled to receive
approximately CDN$1.426 per SynX share in Nanogen common stock.
The exchange ratio will be determined on the closing date. At
closing, Nanogen will acquire the existing CDN$3.5 million
principal amount of subordinated secured debentures of SynX in
exchange for shares of Nanogen common stock.

                        About Nanogen

Nanogen, Inc. develops and commercializes products for the in
vitro diagnostics market. The company seeks to establish the
unique, open-architecture NanoChip(R) Molecular Biology
Workstation and NanoChip(R) Cartridge as the standard platform for
the prediction, diagnosis and treatment of genetic and infectious
diseases. Nanogen offers Analyte Specific Reagents and related
products to research and clinical reference labs for the
development of tests for the detection of genetic mutations
associated with a variety of diseases, such as cystic fibrosis,
Alzheimer's disease, and cardiovascular disease. The company's ten
years of research involving nanotechnology may also have future
applications in medical diagnostics, biowarfare and other
industries. For additional information please visit Nanogen's Web
site at http://www.nanogen.com/

                          *   *   *

In its Form 10-K For the fiscal year ended December 31, 2003,
Nanogen Inc, reports:

"We expect that our existing capital resources, combined with
$33.7 million in gross proceeds from the sale of the Company's
common stock in March 2004, and anticipated revenues from
potential product sales, reagent rentals, leases or other types of
acquisition programs for the NanoChip System, sponsored research
agreements, contracts and grants will be sufficient to support our
planned operations, including an estimated investment of
approximately $6-8 million related to the pending acquisition of
SynX and wind down costs related to our joint venture, Nanogen
Recognomics, through at least the next eighteen months. This
estimate of the period for which we expect our available sources
of liquidity to be sufficient to meet our capital requirements is
a forward-looking statement that involves risks and uncertainties,
and actual results may differ materially.

"Our future liquidity and capital funding requirements will depend
on numerous factors including, but not limited to, commercial
success of our products, or lack thereof, the extent to which our
products under development are successfully developed and gain
market acceptance, the timing of regulatory actions regarding our
potential products, the costs and timing of expansion of sales,
marketing and manufacturing activities, prosecution and
enforcement of patents important to our business and any
litigation related thereto, the results of clinical trials,
competitive developments, and our ability to maintain existing
collaborations and to enter into additional collaborative
arrangements.

"We have incurred negative cash flow from operations since
inception and do not expect to generate positive cash flow to fund
our operations for at least the next several years. We may need to
raise additional capital to fund our research and development
programs, to scale-up manufacturing activities and expand our
sales and marketing efforts to support the commercialization of
our products under development. Additional capital may not be
available on terms acceptable to us, or at all. If adequate funds
are not available, we may be required to curtail our operations
significantly or to obtain funds through entering into
collaborative agreements or other arrangements on unfavorable
terms. Our failure to raise capital on acceptable terms when
needed could have a material adverse effect on our business,
financial condition or results of operations."


NAT'L CENTURY: Erwin Katz Appointed as Unencumbered Assets Trustee
------------------------------------------------------------------
Pursuant to Section IV.D.3 of the National Century Debtors' Fourth
Amended Plan of Liquidation, the Official Committee of Unsecured
Creditors, on behalf of itself and the Official Subcommittee of
NPF VI Noteholders and the Official Subcommittee of NPF XII
Noteholders, designates Erwin I. Katz as the Unencumbered Assets
Trustee.  

On the Effective Date of the Plan, the Unencumbered Assets
Trustee will be authorized to take all steps necessary to
complete the formation of the Unencumbered Assets Trust.  The
Unencumbered Assets Trust will have all duties, powers, standing
and authority necessary to implement the Plan and to administer
and liquidate the Assets of the Unencumbered Assets Trust for the
benefit of the holders of beneficial interests in the
Unencumbered Assets Trust.

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)


NATIONAL ENERGY: Most Creditors Say Yes to Reorganization Plan
--------------------------------------------------------------
National Energy & Gas Transmission, Inc. (NEGT) announced that
preliminary results show more than 98 percent of its voting
creditors agreed to accept the company's Plan of Reorganization, a
blueprint for the company to emerge from Chapter 11.  In terms of
a percentage by dollar amount of all voting claims, more than 94
percent voted in favor of the plan.  The final voting results will
be filed with the bankruptcy court prior to NEGT's confirmation
hearing scheduled for April 28.  NEGT expects to emerge from
bankruptcy shortly thereafter.

The Plan of Reorganization provides for NEGT to issue to its
unsecured creditors 100 percent of its equity, and $1 billion in
notes and excess cash. The company announced in February that it
agreed to sell the Gas Transmission Northwest Corporation to
TransCanada Corporation through an auction process that is
currently ongoing.  NEGT is evaluating additional asset sales.  
Its USGen New England subsidiary remains in a separate Chapter 11
proceeding.

NEGT, based in Bethesda, Md., voluntarily filed for protection
under Chapter 11 with the U.S. Bankruptcy Court for the District
of Maryland, Greenbelt Division on July 8, 2003.


NORAMPAC INC: Releasing First Quarter Results on April 27
---------------------------------------------------------
Financial analysts are invited to attend Norampac Inc.'s first
quarter results conference call:

           Tuesday, April 27, 2004 at 10:00 a.m. ET
           Dial numbers:   (514) 940-2795
                           (416) 640-4127
           Replay:         (416) 640-1917 access code: 21046057

Media and other interested individuals are invited to listen to
the live or deferred broadcast on the Cascades corporate website
at http://www.cascades.com/

Norampac (S&P, BB+ Long-Term Corporate Credit Rating, Stable
Outlook) owns eight containerboard mills and twenty-four
corrugated products plants in the United States, Canada and
France. With an annual production capacity of more than 1.6
million short tons, Norampac is the largest containerboard
producer in Canada and the seventh largest in North America.
Norampac, which is also a major Canadian manufacturer of
corrugated products, is a joint venture company owned by Domtar
Inc. (symbol: DTC-TSE) and Cascades Inc. (symbol: CAS-TSE).


OAKWOOD HOMES: Clayton Homes Acquires Assets for $372.5MM Cash
--------------------------------------------------------------
Reorganized Sale OKWD (formerly known as Oakwood Homes Corporation
(OTC Bulletin Board: OKWHQ)) announced that the Company has
completed the sale of substantially all of its operations and non-
cash assets to Clayton Homes, Inc., a subsidiary of Berkshire
Hathaway Inc., for $372.5 million in cash, subject to certain
adjustments.

The asset sale was approved by the Company's creditors on March
22, 2004 pursuant to applicable bankruptcy law and all other
conditions precedent to the sale have been satisfied.  The sale
proceeds and substantially all assets not sold to Clayton were
conveyed to a liquidation trust for ultimate distribution to the
Company's various constituencies as described in the Company's
final amended plan of reorganization, as confirmed by the United
States Bankruptcy Court for the District of Delaware on March 31,
2004. In accordance with the Plan, after the closing of the asset
sale and the conveyance of assets to the liquidation trust, the
Company will be left with a limited amount of cash that is being
used to wind up its affairs.

Following the asset sale, all shares of the capital stock of the
Company will remain outstanding. However, in accordance with the
terms of the Plan, the Company closed its stock transfer books and
ceased recording transfers of shares of its common stock effective
as of the close of business on April 16, 2004. Pursuant to the
terms of the Plan, the Company also intends to promptly file an
amendment to its articles of incorporation prohibiting the payment
of any dividends or distributions on its capital stock, except for
any final distribution, if any, payable to shareholders upon the
completion of the liquidation of the Company.

Oakwood Homes Corporation and its subsidiaries are engaged in
the production, sale, financing and insuring of manufactured
housing throughout the U.S.  The Debtors filed for chapter 11
protection on November 15, 2002 (Bankr. Del. Case No. 02-13396).
Robert J. Dehney, Esq., Derek C. Abbott, Esq., at Morris, Nichols,
Arsht & Tunnell and C. Richard Rayburn, Esq., and Alfred F.
Durham, Esq., at Rayburn Cooper & Durham, P.A., represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $842,085,000 in total
assets and $705,441,000 in total debts.


OMEGA HEALTHCARE: Declares Stock Dividends Payable on May 17
------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) announced the
Company's Board of Directors declared a common stock dividend of
$0.18 per share and announced the release date of the Company's
first quarter results and earnings call.

                     Common Dividends

The Company's Board of Directors announced a common stock dividend
of $0.18 per share, which is a $0.01 per share, or 5.9%, increase
over the previous quarter's dividend. The common stock dividend
will be paid May 17, 2004 to common stockholders of record on
April 30, 2004. At the date of this release the Company had
approximately 46.3 million common shares outstanding.

                     Preferred Dividends

As previously announced on March 29, 2004, the Company's Board of
Directors also declared its regular quarterly dividends for all
classes of preferred stock to preferred stockholders of record on
April 30, 2004. Series B and Series D preferred stockholders of
record on April 30, 2004 will be paid dividends in the amount of
$0.53906 and $0.47109, per preferred share, respectively, on May
17, 2004. Series A preferred stockholders of record on April 30,
2004 will receive a dividend in the amount of $0.57813, per
preferred share. The liquidation preference for each of the
Company's Series A, B and D preferred stock is $25.00. Regular
quarterly preferred dividends represent dividends for the period
February 1, 2004 through April 30, 2004 for the Series A and
Series B preferred stock and February 10, 2004 through April 30,
2004 for the Series D preferred stock. Total dividend payments for
all classes of preferred stock are approximately $4.6 million.

               Preferred Series A Redemption

Also, as previously announced on March 29, 2004, the Company's
Board of Directors authorized the redemption of all shares
outstanding of its 9.25% Series A Cumulative Preferred Stock
(NYSE:OHI PrA; CUSIP: 681936209). Omega expects the shares to be
redeemed on April 30, 2004 for $25.00 per share, plus $0.57813 per
share in accrued and unpaid dividends through the redemption date,
for an aggregate redemption price of $25.57813 per share.
Dividends on the shares of Series A preferred stock will cease to
accrue from and after the redemption date, after which the Series
A preferred stock will no longer be outstanding and holders of the
Series A preferred stock will have only the right to receive the
redemption price.

Omega is a Real Estate Investment Trust investing in and providing
financing to the long-term care industry. At March 31, 2004, the
Company owned or held mortgages on 209 skilled nursing and
assisted living facilities with approximately 21,400 beds located
in 28 states and operated by 40 third-party healthcare operating
companies.

Standard & Poor's Ratings Services assigned its 'BB-' rating to
Omega Healthcare Investors Inc.'s issued $200 million 7%
senior notes due April 2014.

Concurrently, the senior unsecured debt rating is raised to 'BB-'
from 'B' and removed from CreditWatch positive, where it was
placed March 5, 2004.

Additionally, the rating on the preferred stock is raised to 'B'
from 'B-' and removed from CreditWatch positive, where it was also
placed March 5, 2004. The rating actions affect $526 million of
rated securities. The outlook is stable.


OMEGA HEALTHCARE: Releasing First Quarter Results on April 27
-------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) announced that it is
scheduled to release its earnings results for the quarter ended
March 31, 2004, on Tuesday, April 27, 2004. In conjunction with
its release, the Company will be conducting a conference call on
April 27, 2004, at 10 a.m. EDT to review its first quarter 2004
results and current developments.

To listen to the conference call via webcast, log on to
http://www.omegahealthcare.com/and click the "earnings call" icon  
on the Company's homepage. Webcast replays of the call will be
available on the Company's website for at least two weeks
following the call.

Omega is a Real Estate Investment Trust investing in and providing
financing to the long-term care industry. At March 31, 2004, the
Company owned or held mortgages on 209 skilled nursing and
assisted living facilities with approximately 21,400 beds located
in 28 states and operated by 40 third-party healthcare operating
companies.

Standard & Poor's Ratings Services assigned its 'BB-' rating to
Omega Healthcare Investors Inc.'s issued $200 million 7%
senior notes due April 2014.

Concurrently, the senior unsecured debt rating is raised to 'BB-'
from 'B' and removed from CreditWatch positive, where it was
placed March 5, 2004.

Additionally, the rating on the preferred stock is raised to 'B'
from 'B-' and removed from CreditWatch positive, where it was also
placed March 5, 2004. The rating actions affect $526 million of
rated securities. The outlook is stable.


ORION TELECOMMS: Rosenfeld of Triax Capital to Serve as CRO
-----------------------------------------------------------
Orion Telecommunications Corp., wants approval from the U.S.
Bankruptcy Court for the Southern District of New York, in its
application to employ Triax Capital Advisors, LLC as an
independent contractor to provide management services.

Triax Capital is a consulting organization specializing in
advising companies, creditors, investors and other parties with
interest in companies facing operational and financial
difficulties. Triax Capital professionals have over 60 years of
combined experience in financial consulting and turnaround
management, including out-of-court workouts and bankruptcy
proceedings.

Robert Rosenfeld, a Managing Partner of Triax Capital, will serve
as the Chief Restructuring Officer.  Mr. Rosenfeld specializes in
advising and managing troubled companies, providing litigation
consulting and performing forensic investigations. He has over 19
years experience as an auditor, bankruptcy and turnaround advisor,
crisis manager, and forensic accountant.

Mr. Rosenfeld's responsibilities will include:

   i) oversight of all aspects of the management and operations
      of the Debtor's business, in such manner as he deems
      necessary or appropriate in consultation with the Chairman
      of the Board of Directors; and

  ii) make decisions with respect to all aspects of the
      management of the Debtor's business including, but not
      limited to, operations and employment matters and
      oversight of the bankruptcy process including, but not
      limited to, Bankruptcy Court reporting requirements,
      development of a Plan of Reorganization and Disclosure
      Statement, claims management, managing outside
      professionals in such other areas as the Debtor may
      identify as necessary or appropriate.

Mr. Rosenfeld will be paid a $60,000 Monthly Fee.  In addition,
Triax Capital will be paid a reorganization incentive fee of not
less than $250,000.

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


OWENS-ILLINOIS: First Quarter 2004 Net Earnings Climb to $49MM
--------------------------------------------------------------
Owens-Illinois, Inc., (NYSE: OI) reported first quarter 2004 net
earnings of $49 million, or $0.29 per share (diluted), an increase
of $14.6 million, or $0.09 per share, over first quarter 2003 net
earnings of $34.4 million, or $0.20 per share (diluted).  Higher
unit shipments, increased selling prices, and improved
manufacturing performance were the principal factors driving the
increase.
    
Steven R. McCracken, who joined Owens-Illinois on April 1 as Chief
Executive Officer, said, "I'm gratified by these excellent first
quarter results and excited about the potential for continued
earnings growth.  Our near-term imperative is completing the
acquisition and successfully integrating BSN in addition to
continuing to focus on liquidity improvement and debt reduction,
all aimed at increasing investor value and ensuring our position
as a leader in the global packaging industry."

                         Business Review
    
                             Summary

First quarter 2004 net sales were $1.545 billion compared with
first quarter 2003 net sales of $1.386 billion.  EBIT for the
first quarter of 2004 was $189.4 million compared with $157.7
million in the first quarter of 2003. The principal factors
contributing to the increased 2004 EBIT were: an increase in
worldwide glass volume; improved pricing and a more favorable
product sales mix; productivity improvements and cost reductions,
and favorable currency translation.  

                   Glass Containers Segment
    
The Glass Containers segment reported first quarter 2004 net sales
of $1,062.3 million compared with first quarter 2003 net sales of
$930.6 million, an increase of 14.2%.  EBIT for the first quarter
of 2004 was $165.1 million, an increase of $38.7 million, or
30.6%, over the first quarter of 2003.  EBIT margins of 15.5% in
the first quarter of 2004 compare with EBIT margins of 13.6% in
the first quarter of 2003.  The positive effects of higher unit
shipments (up 6.1%), increased selling prices, a more favorable
product sales mix, higher capacity utilization, improved
production efficiencies, and favorable currency translation have
been partially offset by $6.4 million of lower pension income.

Within the segment, North American glass container operations
reported first quarter sales and EBIT improvements of
approximately 3% and 9%, respectively, compared with the first
quarter of 2003.  The higher sales in 2004 were mainly due to
increased selling prices and higher unit shipments. The increased
EBIT in 2004 was mainly due to increased sales, higher capacity
utilization, improved manufacturing efficiencies, lower
maintenance and repair expense, and fixed cost savings resulting
from two plant closings in the last half of 2003.  Partially
offsetting these positive factors was lower pension income.

European glass container operations reported improved sales and
EBIT of approximately 20% and 45%, respectively, for the first
quarter of 2004 compared with the first quarter of 2003.  These
improved results were largely due to higher unit shipments and
favorable currency translation rates, partially offset by modestly
higher energy costs.  During the first quarter, the Company
announced that it had entered into a definitive agreement to
acquire BSN Glasspack, S.A., the second largest glass container
manufacturer in Europe.  Closing of the transaction is subject to
the parties securing all regulatory approvals and is expected to
occur during the second quarter of 2004.

Asia Pacific glass container operations reported increased sales
and EBIT of approximately 25% and 35%, respectively, for the first
quarter of 2004 compared with the first quarter of 2003.  The
positive impact of higher unit shipments and favorable currency
translation were partially offset by lost production time as a
result of a casualty loss at the Penrith, Australia plant and a
gas supply interruption at the Adelaide, Australia plant.

In the South American glass operations, first quarter 2004 sales
and EBIT increased by approximately 30% and 85%, respectively,
compared with the first quarter of 2003.  The improved sales and
EBIT were largely due to increased unit shipments and higher
capacity utilization reflecting the non-recurrence of the national
strike in Venezuela that began in early December 2002 and
continued into the first quarter of 2003.  The strike caused
energy supply curtailments that forced the Company to temporarily
idle its two plants in that country during the first quarter of
2003.

                   Plastics Packaging Segment
    
For the first quarter of 2004, the Plastics Packaging segment
reported net sales of $483.1 million compared with net sales of
$455.8 million in the first quarter of 2003.  The higher net sales
in 2004 reflect a combination of higher unit shipments (up 9.8%),
resin pass-through price increases of approximately $14 million,
and favorable currency translation rates.  Partially offsetting
these positive factors were modestly lower selling prices in
several of the segments' product lines and the absence of sales
from certain closures assets that were divested in the fourth
quarter of 2003.  Segment EBIT for the first quarter of 2004 was
$55.9 million, an increase of $4.8 million, or 9.4%, over the
first quarter of 2003.  The principal factors contributing to the
EBIT increase were higher sales and the absence of start-up costs
for the deployment of new production machinery during 2003.

                        Interest Expense
    
Interest expense in the first quarter of 2004 was $114.4 million,
an increase of $3.4 million compared with the first quarter of
2003. The higher interest expense was more than accounted for by
the issuance of $900 million of fixed-rate notes in May 2003, the
proceeds of which were used to repay lower-cost variable rate debt
borrowed under the Company's bank credit agreement.  Partially
offsetting the higher fixed-rate interest were savings from the
December 2003 repricing of the Senior Secured Credit Agreement and
approximately $5 million in interest savings as a result of the
Company's fixed-to-floating interest rate swap on a portion of its
fixed-rate debt.

Consolidated debt at the end of the first quarter of 2004 was
$5.509 billion compared with $5.426 billion at year-end 2003,
representing a seasonal increase of $83 million compared with a
$218 million increase in the first quarter of 2003.

                      Capital Spending
    
Capital spending for the first quarter of 2004 totaled $82.5
million, $36.9 million lower than the first quarter a year ago.  
Reduction of base capital spending through enhanced capital
efficiency was identified as one of the Company's key liquidity
improvement initiatives in 2003 and will remain so going forward.

                      Effective Tax Rate

The Company's effective tax rate in the first quarter of 2004 was
29.9% compared with 29.0% for the full year 2003 (excluding
separately taxed items.)

                         Asbestos
    
Asbestos-related cash payments in the first quarter of 2004 were
$50.4 million, a reduction of $4.7 million, or 8.5%, from the
first quarter of 2003. New claim filings were approximately 30%
lower than in the first quarter of 2003.  As of March 31, 2004,
the number of asbestos-related lawsuits and claims pending against
the Company was approximately 31,000, up from approximately 29,000
pending claims at December 31, 2003 due to a lower rate of claim
disposition than in the comparable earlier period.  Additionally,
the Company believes that a significant number of those pending
cases have exposure dates after the Company's 1958 exit from the
business for which the Company takes the position that it has no
liability or are subject to dismissal on account of their having
been filed in improper forums.  The Company anticipates that cash
flows from operations and other sources will be sufficient to meet
its asbestos-related obligations on a short-term and long- term
basis. The Company expects to conduct its annual comprehensive
review of its asbestos-related liabilities and costs in connection
with finalizing and reporting its results for the full year.

                      Company Profile

Owens-Illinois is the largest manufacturer of glass containers in
North America, South America, Australia and New Zealand, and one
of the largest in Europe.  Owens-Illinois also is a worldwide
manufacturer of plastics packaging with operations in North
America, South America, Europe, Australia and New Zealand.  
Plastics packaging products manufactured by Owens-Illinois include
consumer products (blow molded containers, injection molded
containers and closures and dispensing systems) and prescription
containers.

                         *   *   *   

As reported in the Troubled Company reporter's February 25, 2004
edition, Fitch Ratings downgraded Owens-Illinois' (NYSE: OI) bank
debt to 'B+' and senior secured notes to 'B' following the
announcement of its planned $1.5 billion acquisition of BSN
Glasspack S.A. Fitch has also downgraded OI's senior unsecured
notes to 'CCC+' from 'B-'; and convertible preferred stock to
'CCC' from 'CCC+' based on the deterioration in credit standing
versus secured lenders as a result of pending and expected future
financings. The Rating Outlook is Stable.

The downgrades reflect the heightened debt load from the
acquisition and the limited free cash flow available for de-
levering at the combined entity over the near term. Prior to the
acquisition, OI had total debt of approximately $5.3 billion and
was roughly break-even on a cash flow basis after asbestos
payments. Consolidated operating margins at OI have been steadily
declining for a number of years, and were particularly impacted in
2003 by a 34% drop in plastics. Other factors hurting margins
include lower volumes at the glass operations related to adverse
weather, lower pension income and higher energy costs. Reported
operating results also benefited from favorable exchange rates
during 2003. Cash flow has been adversely impacted by higher
interest rates, heavy capital expenditures and asbestos-related
payments.


OXIS INTERNATIONAL: Axonyx Inc. Discloses 56.8% Majority Stake
--------------------------------------------------------------
On February 27, 2004, Axonyx Inc. became the registered owner of
12,437,034 shares of common stock of OXIS International, Inc.
Together with 1,156,645 shares of common stock of the Company held
by Marvin S. Hausman, M.D., Axonyx's Chairman and CEO, the Axonyx
affiliated group owned as of such date an aggregate of 13,593,679
shares of OXIS common stock, representing approximately 51% of the
Company's issued and outstanding voting stock on an as-converted
to common stock basis.  The transfers of OXIS common stock to
Axonyx that were registered on February 27, 2004, were pursuant to
separate stock exchange agreements with each of the following
twenty-one current or former shareholders of the Company:   

Primus Limited, Livorno B.V., Perlan Financing N.V., Alexander
Angerman and Judith E. Angerman, Joint Tenants, Jay S. Glick, The
KAWIPS Trust, Kaplan Family Trust, Howard and Esther Lifshutz,
Joint Tenants, Jill R. Collins, Manual Graiwer, Steven Pressman,
Hugh Bancroft III Revocable Trust, UA 8/4/70, Arthur C. Piculell,
Jr. and Dee W. Piculell, JTWROS, Moonraker Farms, Inc., Steven
Brourman, M.D., Walter C. Bowen, Marycliff Investment Corporation,
Integrated Capital Development Group, Ltd., Wistow Holdings
Limited, Brender Services Limited and Triax Capital Management
Inc.

Under such stock exchange agreements, each dated on or after
January 15, 2004, the twenty-one holders of OXIS common stock
identified above agreed to exchange their 12,437,034 shares of
OXIS common stock (in the aggregate) for approximately 1,439,197
unregistered shares of Axonyx common stock.  

On March 5, 2004, Axonyx became the registered owner of an
additional 1,545,533 shares of OXIS common stock, raising its
current ownership of OXIS common stock to 13,982,567 shares, or
approximately 52.4% of the Company's issued and outstanding voting
stock on an as-converted to common stock basis. Together with
1,156,645 shares of OXIS common stock held by Dr. Hausman, the
Axonyx affiliated group now owns an aggregate of 15,139,212 shares
of OXIS common stock, representing approximately 56.8% of the
Company's issued and outstanding voting stock on an as-converted
to common stock basis.   

The transfers of OXIS common stock to Axonyx that were registered
on March 5, 2004 were pursuant to separate stock exchange
agreements with each of the following four current or former
shareholders of the Company:   

Lawrence Richman and Michelle Richman JTWROS, Lawrence Richman MD,
Trustee, The Lawrence Richman MD Inc. Profit Sharing Trust UTA
Dated 1/1/92, Richard Fedder and Suncraft Limited

Under such stock exchange agreements, each dated on or after
January 15, 2004, the four holders of OXIS common stock identified
above agreed to exchange their 1,545,533 shares of OXIS common
stock (in the aggregate) for approximately 178,847 unregistered
shares of Axonyx common stock.  The Company and Axonyx discussed
implementation of Axonyx's intent to change the composition of the
Company's Board of Directors, and reached an understanding with
respect thereto. Thereafter, on March 10, 2004, Company directors
William G. Pryor, Ted Ford Webb and Thomas M. Wolf resigned from
the Company's Board of Directors, effective upon the satisfaction
of certain conditions and at the later of: (i) 8:00 p.m. (Pacific)
on the day following the filing with the Securities and Exchange
Commission of the Company's Report on Form 10-K for the year
ending December 31, 2003; and (ii) 8:00 p.m. (Pacific) on the
tenth day after the Company has filed with the SEC, and
transmitted to all holders of record of securities of the Company
who would be entitled to vote at a meeting for election of
directors, an information statement meeting the requirements of
Rule 14f-1. Shortly after receipt of such resignations, the
Company's Board of Directors on March 10, 2004, appointed each of
Gosse Bruinsma, Colin Neill, Gerard Vlak and Steven Ferris to
serve as a director of the Company effective at the later of: (i)
8:01 p.m. (Pacific) on the day following the filing with the
Securities and Exchange Commission of the Company's Report on Form
10-K for the year ending December 31, 2003; and (ii) 8:01 p.m.
(Pacific) on the tenth day after the Company has filed with the
SEC and transmitted to all Shareholders the Information Statement.   

                         *   *   *

In its latest Form 10-KSB filing, the company reported:

"These financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The
Company has incurred recurring losses and at December 31, 2003,
had an accumulated deficit of $59,494,000. These factors, among
others, indicate that the Company may be unable to continue as a
going concern for a reasonable period of time. These financial
statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the
amounts and classification of liabilities that may be necessary
should the Company be unable to continue as a going concern. The
Company's continuation as a going concern is contingent upon its
ability to obtain additional financing, and/or generate revenue
and cash flow to meet its obligations on a timely basis.

"The Company expects that additional capital will be required
during 2004 to develop the programs to increase revenues. If the
Company is unable to generate additional funding through an
increase in revenues, additional borrowings or raising additional
capital during 2004 it intends to curtail its operations through
the reduction of personnel and facility costs and by reducing its
research and development efforts; however, no assurances can be
given that it will be able to do so. If the Company were to be
unable to sufficiently curtail its costs in such a situation, it
might be forced to seek protection of the courts through
reorganization, bankruptcy or insolvency proceedings."


PAC-WEST TELECOMM: Will Report First Quarter Results on April 28
----------------------------------------------------------------
Pac-West Telecomm, Inc. (Nasdaq: PACW), a provider of broadband
communications services to service providers and business
customers in the western U.S., announced the date for its first
quarter 2004 earnings release and conference call.

Pac-West plans to announce its financial and operating results for
the first quarter 2004 on Wednesday, April 28, 2004, after market
close. An investor conference call will be held on Thursday, April
29, 2004 at 8:30 a.m. Pacific Time/11:30 a.m. Eastern Time.
Investors are invited to participate by dialing 1-888-291-0829 or
706-679-7923. The call will be simultaneously webcast on Pac-
West's website at http://www.pacwest.com/investor/

An audio replay will be available through May 13, 2004 by dialing
1-800-642-1687 or 706-645-9291 (passcode #6746445).

                About Pac-West Telecomm, Inc.

Founded in 1980, Pac-West Telecomm, Inc. is one of the largest
competitive local exchange carriers headquartered in California.
Pac-West's network carries over 120 million minutes of voice and
data traffic per day, and an estimated 20% of the dial-up Internet
traffic in California. In addition to California, Pac-West has
operations in Nevada, Washington, Arizona, and Oregon.  For more
information, visit Pac-West's website at http://www.pacwest.com/

                        *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services lowered its corporate credit rating on
Pac-West Telecomm Inc. to 'D' from 'CC'. The rating on the 13.5%
senior notes due 2009 was lowered to 'D' from 'C'.

S&P explained, "Given the company's significant dependence on
reciprocal compensation (the rates of which the company expects to
further decline in 2003) and its limited liquidity, Pac-West will
likely find the implementation of its business plan continue to be
challenging."


PARMALAT GROUP: Committee Brings-In Cole Schotz as Special Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the US
Parmalat Debtors' Chapter 11 cases, reminds the Court that
Chadbourne & Parke LLP, its lead counsel, represents matters
adverse to GE Capital Corporation and Citigroup, Inc.  While
Chadbourne received waiver letters from GE Capital and Citigroup
consenting to the firm's representation of the Committee,
Chadbourne is prohibited from investigating or commencing
litigation to recover monetary damages, or seeking equitable
protection against GE Capital or Citigroup.

For this reason, the Committee seeks the Court's authority to
retain Cole, Schotz, Meisel, Forman & Leonard, PA as special
conflicts counsel.

Cole Schotz will:

   (a) assist and advise the Committee in its investigation of
       the claims that the Committee may have in connection with
       the GE Capital and Citigroup Conflicts Issues and Other
       Conflicts Issues;

   (b) provide the Committee with legal advice with respect to
       its rights, duties and powers regarding the GE Capital and
       Citigroup Conflicts Issues and Other Conflicts Issues;

   (c) prepare complaints, pleadings, motions, applications,
       objections and other papers as may be necessary in
       furtherance of the Committee's interests and objectives
       with respect to the GE Capital and Citigroup Conflicts
       Issues and Other Conflicts Issues;

   (d) analyze and advise the Committee of the meaning and import
       of all pleadings and other documents filed with the Court
       with respect to the GE Capital and Citigroup Conflicts
       Issues and Other Conflicts Issues;

   (e) represent the Committee at all hearings and other
       proceedings with respect to the GE Capital and Citigroup
       Conflicts Issues and Other Conflicts Issues; and

   (f) perform other legal services as may be required and are
       deemed to be in the interests of the Committee and the
       unsecured creditors with respect to the GE Capital and
       Citigroup Conflicts Issues and Other Conflicts Issues.

The Committee believes that Cole Schotz is well qualified to act
as its special conflicts counsel, and possesses extensive
knowledge and expertise in the areas of bankruptcy and
bankruptcy-related litigation.

Cole Schotz will be compensated for its services on an hourly
basis, plus reimbursement of actual and necessary expenses.  The
attorneys and paralegals that will be primarily involved in the
firm's representation and their hourly rates are:

             Name                  Position     Rate
             ----                  --------     ----
             Michael D. Sirota     Partner      $450
             Stuart Komrower       Partner       395
             Ilana Volkov          Partner       360
             Marc Press            Partner       350
             Jeffrey Traurig       Associate     250
             Franck D. Chantayan   Associate     200

Cole Schotz's current attorney and paralegal hourly fee rates
are:

               Professional                Rate
               ------------                ----
               Partners                 $250 - 475
               Counsel                   250 - 280
               Associates                140 - 290
               Paralegals                 85 - 135

Mr. Sirota, a member at Cole Schotz, discloses that the firm
represents parties-in-interest in matters unrelated to the U.S.
Debtors' cases or its representation of the Committee:

   Party                  Relationship to the Debtors
   -----                  ---------------------------
   Comerica Bank          One of 20 Largest Unsecured Creditors

   Tuscan/Lehigh Dairies  One of 20 Largest Unsecured Creditors

   Zurich Insurance       One of 20 Largest Unsecured Creditors
   Company

Cole Schotz represents clients relating to potential
environmental claims, which may require the firm to take a
position adverse to Zurich or one of its affiliates.

Cole Schotz does not believe that its representation of Comerica
Bank, Tuscan/Lehigh Dairies or the clients whose positions may be
adverse to Zurich disqualifies it from being retained as special
conflicts counsel by the Committee.

Cole Schotz also represented Parmalat Dairy & Bakery, Inc. as
local counsel in 2000 with regards to its purchase of Mother's
Cake & Cookie Co. and Archway Cookies, LLC, and represented
Parmalat SpA in 2000 with regards to a pension review.  Cole
Schotz also represented Farmland Dairies in 1990.

Cole Schotz's representation of Parmalat Dairy, Parmalat SpA and
Farmland was completely unrelated to the U.S. Debtors' bankruptcy
cases and does not disqualify the firm from being retained as the
Committee's conflicts counsel.

Mr. Sirota assures the Court that Cole Schotz does not hold or
represent any interest adverse to the U.S. Debtors' estates.  The
firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion  
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese,  butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located  
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-
11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  On June 30, 2003, the Debtors listed
EUR2,001,818,912 in assets and EUR1,061,786,417 in debts.
(Parmalat Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


PG&E NAT'L: Obtains Go-Signal for $30M TransCanada Break-Up Fee
---------------------------------------------------------------
Pursuant to a Stock Purchase Agreement with National Energy & Gas
Transmission Inc. (formerly PG&E National Energy Group Inc.),
TransCanada will be entitled to payment of a break-up fee and
reimbursement of expenses if the Purchase Agreement is terminated
by:

   (a) TransCanada if:

          (i) NEG willfully breach the Purchase Agreement;

         (ii) the Court has not approved the Bidding Procedures
              and the Purchase Agreement within specified periods
              of time, and the orders do not remain final, non-
              appealable orders as originally entered on the
              Bankruptcy Court docket, not subject to stay.
              However, the Break-up Fee is only payable in this
              case if NEG enters into an agreement with one
              or more third parties relating to an alternative
              transaction or consummate an alternative
              transaction within six months after the
              termination.  In this event, the Break-up Fee is
              only paid upon the consummation of the alternative
              transaction;

        (iii) NEG or the "Acquired Companies" enter into an
              agreement with respect to an alternative
              transaction or the Court enters an order approving
              an alternative transaction, subject to the
              obligations of any Back-up Bidder in accordance
              with the terms of the Bidding Procedures.  The
              Break-up Fee is only paid upon the consummation of
              the alternative transaction;

         (iv) the Court confirms a reorganization plan or a
              liquidation plan that rescinds, avoids or is
              otherwise inconsistent with the Purchase Agreement
              or the transactions contemplated by the Purchase
              Agreement; or

   (b) TransCanada or NEG if:

          (i) the Closing does not occur by November 20, 2004, so
              long as:

              -- certain conditions to closing set forth in the
                 Purchase Agreement have been satisfied; and

              -- NEG enter into an agreement with one or more
                 third parties for an alternative transaction
                 or consummate an alternative transaction within
                 six months after the date of the termination.
                 The Break-up Fee is only paid upon a
                 consummation of an alternative transaction;

         (ii) the auction is held and TransCanada American is not
              the Winning Bidder or the Back-up Bidder, or
              TransCanada American was the Back-up Bidder but is
              no longer obligated to remain as the Back-up Bidder
              pursuant to the terms of the Bidding Procedures.
              In this event, the Break-up Fee is only paid upon
              the consummation of transaction with the Winning
              Bidder or Back-up Bidder, or the consummation of an
              alternative Transaction with a third party within
              nine months of the date the Back-up Bidder
              transaction fails; or

        (iii) after the conclusion of the auction and before the
              approval of the Purchase Agreement, if NEG elects
              to seek confirmation and consummation of a
              stand-alone reorganization plan that does not
              contemplate a sale of GTNC to TransCanada or the
              Winning Bidder.  In this event, the Break-up Fee is
              paid at or before the termination, if terminated by
              NEG, or within three business days of the
              termination, if terminated by TransCanada American.

The parties agreed to a $30,000,000 Break-up Fee.  The Break-Up
Fee is equal to 2.5% of the $1,203,000,000 cash consideration
being provided to NEG under the Purchase Agreement.

The Expense Reimbursement is equal to TransCanada's actual
documented reasonable fees and expenses incurred in connection
with the transactions contemplated by the Purchase Agreement not
to exceed $3,500,000, plus $500,000 for each 30-day period from
30th day after the Bidding Procedures is approved through the
Termination Date, but in no event more than $5,000,000.

NEG sought and obtained the Court's authority to pay the Break-
up Fee and reimburse TransCanada's expenses.

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: Agrees to Recharacterize GECC Lease Schedule C-97-1
--------------------------------------------------------------
On April 22, 1992, Pillowtex Debtor Fieldcrest Cannon, Inc.
entered into a master equipment lease agreement with General
Electric Capital Corporation pursuant to which Fieldcrest would
from time to time enter into separate lease schedules to lease
equipment from GE Capital.  On November 26, 1996, Fieldcrest and
GE Capital executed equipment schedule C-97-1 to lease certain
production equipment for use in the Debtors' manufacturing
operations.  The Master Lease Agreement was later amended to give
the Debtors an option to purchase the Equipment at the conclusion
of the lease term for no additional consideration.  With the
Court's approval, the Debtors assumed the Lease Agreement on
May 9, 2002.

On March 2, 2004, GE Capital assigned the Lease Agreement and its
rights, title, interest, claims and remedies under it and in the
Equipment, to GGST LLC for $37,500.

Pursuant to the Court-approved sale of substantially all of the  
Debtors' assets to GGST, the Debtors and GGST must jointly
determine whether each GE Capital Lease would be treated as a
true lease or recharacterized as a financing lease or secured
loan under the Bankruptcy Code.  Upon their review of the Lease  
Agreement, the Debtors and GGST agreed that the Lease would be
treated as a financing lease.

In a Court-approved stipulation, the Debtors and GGST agreed to
recharacterize the Lease Agreement pursuant to these terms:

   (a) The Lease Agreement is recharacterized as a financing
       lease or secured loan;

   (b) The Equipment is property of the Debtors' estates;

   (c) As of the Petition Date, the aggregate balance due or to
       become due under the Lease Agreement was $443,010;

   (d) The Debtors will transfer to GGST good legal and
       beneficial title to the Equipment, free and clear of all
       liens, claims, encumbrances and interest of any kind or
       nature;

   (e) GGST will have an allowed unsecured prepetition non-
       priority claim against Fieldcrest for $443,010 and will
       not be required to file a proof of claim; and

   (f) GGST releases and discharges the Debtors from any and all
       claims relating to the Lease Agreement.

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)    


PREMCOR REFINING: Fitch Assigns BB- Senior Unsecured Debt Rating
----------------------------------------------------------------
Fitch Ratings has assigned Premcor Refining Group's senior
unsecured debt rating of 'BB-' to the proposed $400 million
offering of senior notes by the company. Proceeds from the debt
issuance along with the offering of 13,000,000 shares of common
stock by Premcor Inc. will be used to finance the acquisition of
the Delaware City, Delaware refinery from Motiva Enterprises LLC.
The new notes will rank equally with PRG's existing senior
unsecured debt. Fitch rates the debt of PRG and Port Arthur
Finance Corp. (PAFC) as follows:

     PRG

        -- $1.0 billion secured credit facility 'BB';
        -- Senior unsecured notes 'BB-';
        -- Senior subordinated notes 'B'.

     PAFC

        -- Senior secured notes 'BB'.

The debt of PRG and PAFC remains on Rating Watch Positive pending
the acquisition of the Delaware City refinery which is expected to
close early next month.


RICHARD MARTIN MGMT: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Richard Martin Management, Inc.
        307 62nd Avenue North
        Saint Petersburg, Florida 33702

Bankruptcy Case No.: 04-06922

Chapter 11 Petition Date: April 8, 2004

Court: Middle District of Florida (Tampa)

Judge: Paul M. Glenn

Debtor's Counsel: Michael R. Deminico, Esq.
                  4207 West San Rafaelsy Unit H
                  Tampa, FL 33629
                  Tel: 813-281-3130

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


ROGERS COMMS: Reports Improved 1st Quarter 2004 Financial Results
-----------------------------------------------------------------
Rogers Communications Inc. (S&P, BB+ L-T Corporate Credit Rating,
Negative) announced its consolidated financial and operating
results for the first quarter ended March 31, 2004.

Highlights of the first quarter of 2004 included the following:

    -  Operating revenue grew 13.4% for the quarter, with all
       three operating companies contributing to the year-over-
       year growth, including 9.3% growth at Cable, 19.3% growth
       at Wireless and 9.7% growth at Media.

    -  Consolidated quarterly operating profit grew 23.5% year-
       over-year, with Wireless contributing growth of 40.9%,
       Cable of 8.8% and Media of 8.3%.

    -  Cable had quarterly growth in revenue generating units
       (RGUs) of 62,500 driven by growth in Internet subscribers
       of 38,000 and in digital cable households of 27,900 and
       offset by a net loss of basic subscribers of 3,400.

    -  On February 12, 2004, we announced with Cable a plan for
       the deployment of an advanced broadband Internet Protocol
       (IP) multimedia network to support digital voice-over-cable
       telephony and other new voice and data services across the
       Rogers Cable service areas with initial service
       availability expected in mid-2005.

    -  Wireless postpaid voice and data subscriber net additions
       of 83,200 represented an increase of 35.9% compared to the
       first quarter of 2003, driven by the combination of
       increased gross activations and reduced churn levels.
       Average monthly postpaid wireless churn for the first
       quarter was reduced to 1.73%, while average monthly revenue
       per postpaid voice and data subscriber (ARPU) increased
       2.6% to $55.74.

    -  In the seasonally lowest quarter of the year, revenue at
       Media increased 9.7% year-over-year with 14.1% growth at
       Radio, 23.2% growth at Television and 10.6% growth at The
       Shopping Channel while Publishing revenues remained flat.
       Approximately 40.0% of the growth in Television revenues
       was driven by improved revenue results at Sportsnet, with
       the remainder being attributable to the acquisition of
       a 50% interest in Dome Production Partnership on January 2,
       2004.

    -  We recorded a loss of $64.8 million in the quarter compared
       to net income of $23.7 million in the first quarter of
       2003. This $88.5 million decrease in net income is
       attributable to year-over-year growth in operating profit
       of $72.6 million, offset by an aggregate of $161.1 million
       of increases in other expenses principally a loss on
       foreign exchange on U.S. dollar-denominated debt compared
       to a substantial gain in 2003 and a loss on repayment of
       long-term debt in the current quarter.

    -  On January 1, 2004, we adopted the accounting policy of
       expensing the fair value of stock-based compensation
       granted to employees over the estimated vesting period of
       the stock options. This increased operating expenses for
       the quarter by $3.0 million.

    -  As announced in December 2003, early in March 2004,
       Wireless began transitioning its branding to Rogers
       Wireless from Rogers AT&T Wireless, bringing greater
       clarity to the Rogers brand in Canada.

    -  In January 2004, Cable and Yahoo! Inc. announced a multi-
       year alliance to provide a powerful new broadband Internet
       experience. The alliance combines the unique advantages of
       one of the industry's pioneers in high-speed Internet
       access with one of the world's most recognized global
       internet brands.

    -  During the quarter, the following financing transactions
       occurred:

       i.   On February 20, 2004, Wireless completed a private
            placement of an aggregate principal amount of US$750.0
            million 6.375% Senior Secured Notes due 2014.

       ii.  On February 23, 2004, Cable redeemed $300.0 million
            aggregate principal amount of its 9.65% Senior Secured
            Second Priority Debentures due 2014, at a redemption
            price of 104.825% of the aggregate principal amount.

       iii. On March 11, 2004, Cable completed a private placement
            of an aggregate principal amount of US$350.0 million
            5.50% Senior Secured Second Priority Notes, due 2014.

       iv.  On March 26, 2004, Wireless redeemed, for aggregate
            US$734.7 million, its US$196.1 million 8.30% Senior
            Secured Notes due 2007, US$179.1 million 8.80% Senior
            Subordinated Notes due 2007, and US$333.2 million
            9.375% Senior Secured Debentures due 2008.

    -  On April 15, 2004, we filed a final shelf prospectus with
       each of the provinces in Canada and in the United States,
       under which we will be able to offer up to aggregate
       US$750.0 million of Class B Non-Voting shares, preferred
       shares, debt securities, warrants, share purchase contracts
       or units, or any combination thereof, for a period of 25
       months. The final shelf prospectus will provide us with         
       additional financial flexibility and the ability to quickly
       access the capital markets to take advantage of market
       opportunities.

"The solid financial and operating results of the first quarter
were an excellent start to the year and were relatively balanced
across all of the operating companies," said Ted Rogers, President
and CEO of Rogers Communications. "Continued sharpening of our
sales and marketing focus combined with ongoing operational
enhancements, new product deployments and a disciplined approach
to our markets is the plan for 2004 and we are well on track to
again delivering double-digit growth in both revenues and
operating profit. In addition to the healthy operating results and
excellent strategic positioning, our recent refinancing activities
opportunistically captured the benefits of extremely attractive
interest rates, add to our financial flexibility, and further
assure that we are well-financed for continued success into the
future."


SEMCO ENERGY: Declares Quarterly Dividend Payable on May 15
-----------------------------------------------------------
The Board of Directors of SEMCO ENERGY, Inc. (NYSE: SEN) declared
a quarterly dividend of $.075 per share on the Common Stock of the
Company.

The dividend is payable on the 15th day of May 2004 to
shareholders of record at the close of business on April 30, 2004.

SEMCO ENERGY, Inc. (S&P, BB- Corporate Credit Rating, Negative) is
a diversified energy and infrastructure company that distributes
natural gas to approximately 391,000 customers in Michigan and
Alaska. It owns and operates businesses involved in natural gas
pipeline construction services, propane distribution and
intrastate pipelines and natural gas storage in several regions in
the United States. In addition, SEMCO provides information
technology, specializing in serving mid-sized companies in various
sectors.


SHAW GROUP: Commences $25 Million Equity Offering
-------------------------------------------------
The Shaw Group Inc. (NYSE: SGR) announced the offering of
2,040,000 shares of its common stock at $12.35 per share. Credit
Suisse First Boston, the sole manager of the offering, has also
been granted an option to purchase up to an additional 306,000
shares to cover over-allotments, if any.  

The Company intends to use the approximately $25 million in net
proceeds of the offering for general purposes, including providing
funding for its outstanding tender offer for its Liquid Yield
Option(TM) Notes due 2021 (Zero Coupon -- Senior) (LYONs) which
may be put to the Company in May, 2004; and to replenish working
capital expended in connection with increased business activity as
well as the acquisition of Energy Delivery Systems last December.  

The common stock is being offered pursuant to the Company's
effective universal shelf registration statement. This news
release does not constitute an offer to sell or the solicitation
of an offer to buy the common stock described herein, nor shall
there be any sale of these securities in any state or
jurisdiction in which such an offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. The offering may be
made only by means of a prospectus and related prospectus
supplement.  

Credit Suisse First Boston LLC acted as the sole underwriter for
the offering. Copies of the prospectus supplement relating to the
offering may be obtained from the offices of Credit Suisse First
Boston LLC, One Madison Avenue, New York, NY 10010, (telephone
number 212-325-2580).  

The Shaw Group Inc. is a leading global provider of engineering,
procurement, construction, maintenance, fabrication,
manufacturing, consulting, remediation, and facilities management
services for government and private sector clients in the power,
process, environmental, infrastructure and emergency response
markets. 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.


SILICON GRAPHICS: March 2004 Balance Sheet Insolvency Tops $164MM
-----------------------------------------------------------------
Silicon Graphics (NYSE: SGI) announced results for its third
fiscal quarter, which ended March 26, 2004. Revenue for the
quarter was $230 million, up 6% from $217 million one year ago.
Gross margin was 45.4% in the third quarter, compared with 37.1%
in the same quarter one year ago. Operating expenses for the third
quarter were $111 million, compared with $128 million the same
quarter one year ago. SGI's third-quarter operating loss was $7
million, compared with an operating loss of $48 million for the
third quarter fiscal 2003. The third- quarter net loss was $4
million or $0.02 per share, compared with a net loss of $35
million or $0.17 per share one year ago.

At March 26, 2004, Silicon Graphic's balance sheet shows a total
stockholders' deficit of $164,448,000 compared to $164,891,000 at
June 27, 2003

SGI's GAAP Other Operating Expenses generally consist of non-
operating items that change in composition and vary in amount from
quarter to quarter. As a result, management believes that a non-
GAAP presentation of operating expenses would be useful to
investors to facilitate period to period comparisons of SGI's
operating results.

Non-GAAP operating expenses for the third quarter were $102
million, excluding $9 million in Other Operating Expense, compared
with non-GAAP operating expenses of $125 million one year ago,
excluding $3 million in Other Operating Expense. The current
quarter Other Operating Expenses consisted of primarily non-cash
charges relating to the previously announced headquarters
consolidation. Excluding Other Operating Expenses, SGI's third-
quarter non- GAAP operating profit was $2 million, compared to a
non-GAAP operating loss of $45 million one year ago.
    
"SGI delivered a solid quarter with a year-on-year increase in
revenue, although order rates in North America are not as strong
as we had projected," said Bob Bishop, Chairman and CEO of Silicon
Graphics. "We've also strengthened the balance sheet and
accelerated our transition to Linux-based high-performance
computing. SGI continues to offer the world's most powerful and
scalable storage, compute, and visualization systems, and we
expect that moving to a Linux base will open even more
opportunities for us in the technical and creative markets."

Unrestricted cash, cash equivalents and marketable investments on
March 26, 2004 were $146 million as compared with $141 million at
the end of the third quarter of fiscal 2003.

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


SOLUTIA INC: Court Approves Non-Core Asset Sale Procedures
----------------------------------------------------------
Solutia, Inc. and its debtor-affiliates anticipate that during the
pendency of their Chapter 11 cases, they will attempt to sell a
number of non-core assets that are of relatively de minimis value
compared to their total asset base, which is on a consolidated
basis over $2,900,000,000.  Many of the asset sales may constitute
transactions outside the ordinary course of the Debtors' business
that typically would require individual Court approval.

The Debtors contend that requiring Court approval for each
miscellaneous asset sale would be administratively burdensome to
the Court and costly for the Debtors' estates.  In certain cases,
the costs and delays associated with seeking individual Court
approval of a sale would potentially eliminate, or substantially
undermine, the economic benefits of the transaction.

Accordingly, to reduce these burdens and costs, the Debtors sought
and obtained Court approval for its proposed Non-Core Asset Sale
Procedures.

Under the process, the Debtors will use the Non-Core Asset Sale
Procedures to obtain more expeditious and cost-effective review by
interested parties, in lieu of individual Court approval, of
certain sales involving less valuable, non-core assets.  All other
sale transactions outside the ordinary course of the Debtors'
businesses would remain subject to Court approval on an individual
basis.

               The Non-Core Asset Sale Procedures

(1) Transactions

    The Non-Core Asset Sale Procedures would apply only to asset
    sale transactions outside the ordinary course of business
    involving, in each case, the transfer of $5,000,000 or less,
    as measured by the amount of cash and other consideration to
    be received by the Debtors on account of the assets to be
    sold, including any assumption of liabilities or payment by
    the buyer of aggregate cure costs in connection with the
    assumption and assignment of any related executory contracts
    and unexpired leases.  The Debtors would be permitted to use
    the Non-Core Asset Sale Procedures to sell assets that are
    encumbered by liens, encumbrances or other interests only if
    the holders consent to the sale.  Similarly, the Debtors
    would be permitted to sell assets co-owned by a Debtor and a
    third party only upon express or implied consent of the co-
    owner.

(2) Notice

    For Non-Core Asset Sales for which the total consideration is
    between $250,000 and $5,000,000 or for which a donation or
    abandonment is contemplated, the Debtors propose these
    procedures:

    (a) After the Debtors enter into a contract or contracts
        contemplating a Non-Core Asset Sale, they will serve a
        notice of the proposed sale on:

        -- the United States Trustee for the Southern District
           of New York;

        -- counsel to the Creditors Committee;

        -- counsel to the Official Committee of Retirees;

        -- counsel to the agents for the Debtors' postpetition
           secured lenders;

        -- counsel to the Indenture Trustee for the secured
           public debt service issued by the Debtors;

        -- counsel to the Ad Hoc Committee for the secured
           public debt securities issued by the Debtors;

        -- all other known parties holding or asserting liens
           on or other interests in the assets that are the
           subject of the proposed sale; and

        -- if applicable, the non-debtor parties to all
           executory contracts and unexpired leases that the
           Debtors propose to assume and assign.

    (b) Each Sale Notice must include these information with
        respect to the proposed sale:

        -- a description of the assets and their locations;
  
        -- the identity of the non-debtor party to the proposed
           sale and any relationships between the party and the
           Debtors;

        -- the identities of any parties holding lien on or other
           interests in the assets proposed to be sold, and a
           statement indicating that all liens and interests are
           capable of monetary satisfaction;

        -- the material economic terms and conditions of the
           proposed sale;

        -- identification of the executory contracts and
           unexpired leases that the Debtors propose to assume
           and assign in connection with the proposed sale and
           the related cure amounts;

        -- instructions regarding the procedures to assert
           objections to the proposed sale; and

        -- the Debtors' basis for believing that the
           consideration for the sale is fair and equitable or
           that donation or abandonment is appropriate.

    With respect to each Sale Notice, the Interested Parties have
    through 5:00 p.m. on the 10thcalendar day after the service
    date to object to the proposed sale.  If no objections were
    properly asserted before the expiration of the Notice Period,
    the Debtors would be authorized to consummate the Proposed
    Sale.  Upon either the expiration of the Notice Period
    without the receipt of any objections or the written consent
    of all interested parties, the proposed sale would be deemed
    final and fully authorized by the Court.

    If any significant economic terms of the proposed sale were
    amended after transmittal of the Sale Notice but before the
    expiration of the Notice Period, the Debtors would be
    required to send a revised Sale Notice to all Interested
    Parties describing the sale as amended.  If a revised Sale
    Notice is required, the Notice Period would be extended for
    an additional five calendar days.

(3) Objection Procedures

    Objections to any proposed Non-Core Asset Sale must:

    (a) be in writing;

    (b) be served on the Interested Parties and the Debtors'
        counsel before the expiration of the Notice Period; and

    (c) state with specificity the grounds for objection.

(4) De Minimis Non-Core Asset Sales

    A De Minimis Sale will be deemed final and fully authorized
    by the Court, without following the Notice Procedures and
    without further Court approval.  De Minimis Sales are any
    Non-Core Assets Sales involving:

    (a) the transfer of $250,000 or less in total consideration
        or value;

    (b) no proposed assumption and assignment of any executory
        contracts; and

    (c) no known parties other than the DIP Lenders and the
        Indenture Trustee of the 11.25% Debentures hold or assert
        liens or other interests in the De Minimis Sale.

    Within 45 days after the end of each quarter, the Debtors
    will provide interested parties with a report itemizing the
    assets sold and consideration received for each De Minimis
    Sale completed during the quarter.

(5) Effect of Sale

    The Debtors propose that, for each Non-Core Asset Sale,
    buyers will take title to the assets free and clear of liens,
    claims, encumbrances and other interests, pursuant to Section
    363(f) of the Bankruptcy Code.

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: Takes Steps to Rationalize Catalog & Corporate Functions
-----------------------------------------------------------------
The Spiegel Group announced that, as part of its ongoing
restructuring process, it is taking steps to rationalize its
operations, making headcount reductions at its Spiegel Catalog
division and its corporate support staff.

On April 6, 2004, the company announced that it was in preliminary
negotiations with a party interested in purchasing Spiegel
Catalog.  While the company's negotiations with the interested
party are ongoing, the company also continues to work with its
financial advisor, Miller Buckfire Lewis Ying & Co., to evaluate
and assist in determining potential interest in Spiegel Catalog.  
The company cautions that there can be no assurance that any
purchase transaction involving Spiegel Catalog will occur.
    
The company said that sufficient uncertainty exists as to whether
a potential buyer would assume the majority of the current Spiegel
Catalog work force.  Therefore, it is rationalizing the Spiegel
Catalog business to facilitate any transition of either the
business or certain assets of the Spiegel Catalog business in the
event a purchase transaction should be negotiated with an
interested party, if any, and to minimize ongoing operating losses
of the Spiegel Catalog business.

Bill Kosturos, interim chief executive officer and chief
restructuring officer of The Spiegel Group, said, "While we are
involved in active discussions with an interested party, we are
continuing to take steps to minimize the ongoing operating losses
of the Spiegel Catalog business and to help facilitate any
possible transaction.  Although this has been a difficult decision
to reach, rationalizing the Spiegel Catalog business will make it
a smaller entity."
    
As a result, the company said that as required under the Workers
Adjustment and Retraining Notification Act, notices were issued to
approximately 255 employees at Spiegel Catalog and Spiegel, Inc.,
with layoffs occurring over the next two months.  The majority of
the employees affected are located at the company headquarters and
its data center, which are both in the Chicago area.  The company
will provide severance and other benefits to affected associates.

Geralynn Madonna, president and chief executive officer of Spiegel
Catalog, commented, "While this was a very tough business
decision, I would like to recognize the dedication and hard work
of the Spiegel Catalog employees and those in our corporate
support staff.  As we work through this process, we remain
steadfast in our commitment to provide a one-stop shopping
destination and the highest level of service to our customers."
    
                   About Spiegel Catalog
    
Long before online shopping sites presented endless merchandise to
consumers at the click of the mouse, Spiegel Catalog offered  
consumers a world of products with just the turn of a page.  
Founded in 1865, Spiegel has provided catalog concepts to its
customers since 1905 and e-commerce since 1995.  Offering the
benefits of shopping via a variety of channels including its
trademark "big book" semiannual catalogs, specialty catalogs, and
e-commerce site -- http://www.spiegel.com/-- Spiegel provides  
quality, convenient shopping and a 360-degree lifestyle experience
that is essential for its busy customers.

                     About The Company

The Spiegel Group is an international, specialty retailer
marketing fashionable apparel and home furnishings to customers
through catalogs, specialty retail and outlet stores, and e-
commerce sites, including eddiebauer.com, newport-news.com and
spiegel.com.  The Spiegel Group's businesses include Eddie Bauer,
Newport News and Spiegel Catalog.  Investor relations information
is available at http://www.thespiegelgroup.com/


STELCO: Union Urge Members to Attend May 1 Hamilton Rally
---------------------------------------------------------
National leaders of the United Steelworkers are urging as many
people as possible to attend an all-important rally at Hamilton's
Copps Coliseum on Saturday, May 1st, as a community gesture of
solidarity with active Stelco employees and retirees, who are
committed to preserving their pensions and benefits in the wake of
the restructuring of Stelco Inc.

Ken Neumann, the Steelworkers' incoming national director, and the
outgoing director, Lawrence McBrearty who is stepping down as of
this Friday (April 23), said Tuesday that the May 1st rally is
about more than the future of thousands of Hamilton's citizens.

"Anyone who believes that workers are not responsible for bad
management and corporate self-reward, and that workers and
retirees are owed a future of dignity instead of poverty, should
be there on May 1st," said Neumann, who will be among the featured
speakers and heads of unions who will be present at Copps
Coliseum.

"Steelworkers are not prepared to roll over and accept a process
that demands secrecy and blame for a situation that they did not
create," added McBrearty. "No company can survive without the
production capability of its workforce, most of whom are skilled
and prepared to work with blood and sweat to make their companies
successful. It is time more people realized this fundamental fact
instead of the false rhetoric of those in control of Canada's
economy."

The rally begins at noon and will also include live entertainment.

Neumann will be sworn in as national director at the Steelworkers'
National Policy Conference, being held this week (April 21-24) in
Vancouver at the Westin Bayshore hotel.

The conference is open to media.

Stelco Inc. is Canada's largest and most diversified steel
producer. Stelco is involved in all major segments of the steel
industry through its integrated steel business, mini-mills, and
manufactured products businesses. Stelco has a presence in six
Canadian provinces and two states of the United States.
Consolidated net sales in 2002 were $2.8 billion. To learn more
about Stelco and its businesses, go to http://www.stelco.ca/


TIMKEN CO: Shareholders Elect Jerry Jasinowski as New Director
--------------------------------------------------------------
At The Timken Company's annual meeting of shareholders on April
20, Jerry J. Jasinowski, president of the National Association of
Manufacturers, was elected for a three-year term expiring at the
2007 annual meeting.

Also at the annual meeting, James W. Griffith, John A. Luke, Jr.,
Frank C. Sullivan and Ward J. Timken were re-elected for three-
year terms expiring 2007.

The remaining eight directors are as follows:

Robert W. Mahoney, Jay A. Precourt, Ward J. Timken, Jr. and
Joseph F. Toot, Jr. -- terms expiring at the 2005 annual meeting.
Joseph W. Ralston, John M. Timken, Jr., W. R. Timken, Jr. and
Jacqueline F. Woods -- terms expiring at the 2006 annual meeting.
    
Mr. Jasinowski, a one-time factory worker, joined the U.S. Air
Force as an intelligence officer.  He went on to become assistant
professor of economics at the U.S. Air Force Academy.  In the
early 1970s, he managed research and legislative affairs for the
Joint Economic Committee of Congress.  In 1976, he served as
director of the Carter Administration's economic transition team
for the departments of Treasury, Commerce, Labor, the Council of
Economic Advisors and the Federal Reserve.  He later was appointed
assistant secretary for policy at the U.S. Department of Commerce.
    
Since 1990, Mr. Jasinowski has served as president of the National
Association of Manufacturers (NAM), the largest industry trade
group in the country, with 14,000 member companies across all
industrial sectors.  The NAM is one of the country's most
respected authorities on political, economic and manufacturing
trends and the most effective advocate of manufacturing interests.

Mr. Jasinowski earned his bachelor's degree in economics from
Indiana University, his master's degree in economics from Columbia
University and is a graduate of the Harvard Business School's
Advanced Management Program.

The Timken Company (NYSE: TKR)(Moody's, Ba1 Senior Unsecured Debt,
Senior Implied and Senior Unsecured Issuer Ratings)
-- http://www.timken.com/-- is a leading global manufacturer of
highly engineered bearings and alloy steels and a provider of
related products and services with operations in 29 countries. The
company recorded 2003 sales of $3.8 billion and employed
approximately 26,000 at year-end.


TRANS-INDUSTRIES: Auditors Express Going Concern Qualification
--------------------------------------------------------------
Trans-Industries, Inc. (Nasdaq: TRNI), announced, in conformance
with Nasdaq's Marketplace Rule 4350(b)(1)(B), that its Form 10-K
for the fiscal year ended December 31, 2003, which was filed on
April 14, 2004, contained an audit opinion that included a going
concern qualification.  The audit opinion cited the Company's
recurring losses from operations, cash flow difficulties, and the
fact the Company is in default of the terms of its credit
facility.

                      About the Company
    
The Company is a leading provider of lighting systems and related
components to the mass transit market as well as a supplier of
information hardware and software solutions on Intelligent
Transportation Systems (ITS) and mass transit projects.  ITS
utilizes integrated networks of electronic sensors, signs and
software to monitor road conditions, communicate information to
drivers and help transportation authorities better manage traffic
flow across their existing infrastructures.


TRAVEL SERVICE: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Travel Service Network Inc.
        222 East State
        Batavia, Illinois 60510

Bankruptcy Case No.: 04-15270

Type of Business: The Debtor is a privately held corporation,
                  established in 1985, providing services and
                  programs within the travel and hospitality
                  industry. See
                  http://www.travelservicenetwork.com/

Chapter 11 Petition Date: April 16, 2004

Court: Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtor's Counsel: James A Chatz, Esq.
                  Arnstein & Lehr
                  120 South Riverside Plaza, Suite 1200
                  Chicago, IL 60606
                  Tel: 312-876-7100

Estimated Assets: $50,000 to $100,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service      employment taxes for    $1,813,796
Mail Shop 5010 CHI            Travel Service
230 S. Dearborn Street        Network, Inc.
Chicago, IL 60604

State of Kansas                                         $822,738
R. Lee McGowan, Asst. D.A.
100 N. Kansas Avenue
Olathe, KS 66061

Internal Revenue Service      employment taxes for      $677,881
Mail Shop 5010 CHI            TSN Travel, Inc.
230 S. Dearborn Street
Chicago, IL 60604

AT & T Corp.                                             $90,111

Leedsworld, Inc.                                         $49,899

American Express Co.                                     $44,795

Sabre, Inc.                                              $31,914

Knight Adjustment Bureau                                 $26,762

Fastclick.com, Inc.                                      $24,091

Commercial Recovery                                      $20,152

UCN                                                      $19,388

Bell Trans                                               $14,254

Ostrow Reisin Berk & Abrams                              $12,200

Federal Express Corp.                                     $9,570

Susan Meyer - Law Offices     Legal Services              $7,131

Baker, Miller, Markoff &      Legal Services              $6,840
Krasny LLC

Teller, Levit & Silvertrust,                              $4,777
PC

Renaissance Cruises, Inc.                                 $3,530
et al. c/o Tabas, Freedman &
Soloff, P.A.

ADT Security Services, Inc.                               $2,632


TRIAD HOSPITALS: Publishes First Quarter Operating Results
----------------------------------------------------------
Triad Hospitals, Inc. (NYSE:TRI) announced consolidated financial
results for the three months ended March 31, 2004. The Company
reported revenues of $1.13 billion; earnings before interest,
taxes, depreciation, amortization, and other items of $161.7
million; diluted earnings per share from continuing operations of
$0.66; diluted EPS from discontinued operations of $0.63; and
diluted EPS of $1.29.

On a same-facility basis compared to the prior year three month
period, inpatient admissions increased 5.9%, adjusted admissions
increased 7.1%, inpatient surgeries increased 6.9%, patient
revenue per adjusted admission increased 4.5%, patient revenues
increased 11.9%, and revenues increased 11.2%. Same-facility
results included facilities owned for the full first quarter of
both years and excluded facilities acquired in the fourth quarter
of 2003 and facilities classified as discontinued operations.

The Company reported as discontinued operations the results from
El Dorado Hospital, Alice Regional Hospital, and Medical Center at
Terrell. The Company also reported as discontinued operations the
results associated with two hospitals and three ambulatory surgery
centers in the Kansas City area that the Company owned but leased
to another operator. The Company sold El Dorado on February 1 for
$33 million. The Company sold the Kansas City facilities on March
10 for $136 million and recorded a pre-tax gain of $84 million on
the sale; the gain, as well as the lease revenues and depreciation
expense prior to the sale, are reported in discontinued operations
for the quarter. The Company reached a definitive agreement on
February 20, 2004, to sell Alice for $18 million and expects to
close the sale in the second quarter of 2004. The Company plans to
terminate its lease of the Terrell facility and to transfer
operations of the facility to a third party in the second quarter
of 2004.

Cash flow from operating activities was $56.2 million, or $69.4
million excluding cash interest and cash tax of $13.2 million.
Cash flow from operating activities was impacted by three uses of
cash that the Company had expected: (a) an annual retirement plan
contribution of $23 million (for expenses accrued in 2003); (b)
annual incentive compensation payments of $21 million (for
expenses accrued in 2003); and c an investment in working capital
of $23 million related to four Arkansas facilities acquired in the
fourth quarter of 2003 (for which the Company did not acquire the
seller's accounts receivable). The Company spent $103.9 million on
capital expenditures during the quarter. The Company paid debt
principal on its term loans of $33.2 million during the quarter,
using some of the proceeds from the sale of El Dorado.

At March 31, cash and cash equivalents were $92.2 million, and the
Company had $222 million available under its $250 million
revolving credit facility which was reduced by $28 million of
outstanding letters of credit. Long-term debt outstanding was
$1.73 billion, and stockholders' equity totaled $2.18 billion. As
previously disclosed, the Company's allowance for doubtful
accounts includes an amount beyond what the Company's historical
experience would require, in order to reflect growth in uninsured
patient receivables and potential further deterioration in the
collectibility of those receivables.

The Company reiterated its guidance for 2004 diluted EPS from
continuing operations of $2.28-2.36. The Company continues to
expect its provision for doubtful accounts to comprise
approximately 10% of net revenue in 2004 (before implementation of
a new charity policy), but the Company believes the provision will
continue to be subject to change throughout 2004 based on evolving
business conditions and the effectiveness of Company actions in
response, and this could significantly impact 2004 EPS.

Triad, through its affiliates, owns and manages hospitals and
ambulatory surgery centers in small cities and selected larger
urban markets. The Company currently operates 54 hospitals
(including two under construction) and 14 ambulatory surgery
centers in 16 states with approximately 8,700 licensed beds. In
addition, through its QHR subsidiary, the Company provides
hospital management, consulting and advisory services to more than
200 independent community hospitals and health systems throughout
the United States.

                       *    *    *

As reported in the Troubled Company Reporter's November 5, 2003
edition, Standard & Poor's Ratings Services assigned its 'B'
rating to Triad Hospitals Inc.'s $450 million senior subordinated
notes due 2013, issued under Rule 144A. At the same time, Standard
& Poor's affirmed Triad's corporate credit (BB-), senior secured,
senior unsecured, and subordinated debt ratings. Proceeds from the
new issue will be used to repay existing subordinated debt and for
general corporate purposes.

The senior secured bank loan is rated one notch above the
corporate credit rating. Based on collateral value estimates,
Standard & Poor's believes that these measures offer a strong
likelihood of full recovery of bank debt in the event of default.
Total debt outstanding as of Sept. 31, 2003, was $1.6 billion.

"The speculative-grade ratings on Triad reflect Standard & Poor's
concern about the company's aggressive growth strategies, risks
associated with potentially weaker future reimbursement by the
government and other third-party payors, growing bad debt
reserves, and the challenges the company faces to maintain or
improve its local market positions," said credit analyst David
Peknay.


UNITED AIRLINES: Inks Stipulation Settling Milepost Dispute
-----------------------------------------------------------
The United Airlines Inc. Debtors, Allied Capital Corporation and
Van Ness Hotel, Inc., have reached a stipulation settling a
dispute between Milepost Properties, LLC, doing business as Arnold
Hotel and Congdon Properties, LLC, and United Air Lines, Inc.

In March 1998, the Debtors entered into a Hotel Room Agreement
with Milepost.  On January 16, 2003, the Debtors filed a Notice
of Intent to Reject the Agreement.  On January 31, 2003, Allied,
alleging to be a secured lender of Milepost, objected to the
Notice, asserting that the Agreement is not a lease and that
damages are not limited by Section 502(b)(6) of the Bankruptcy
Code.

Milepost Properties filed a general unsecured claim for
$28,021,793 on May 9, 2003.  Milepost transferred the claim to
Van Ness Hotel.  

The Debtors, Allied and Van Ness agree that:

   (a) The Agreement is deemed rejected as of January 31, 2003;

   (b) Allied and Van Ness reserve all rights to argue that the
       Agreement is not a lease but constitutes a rental
       agreement;

   (c) The Debtors reserve their rights to argue that the
       Agreement is a lease of real property subject to the
       limitations of Section 502(b)(6) of the Bankruptcy Code;
       and

   (d) Allied reserves its right to argue that because the
       Debtors have not responded to the Objection, they have
       waived or are estopped in their arguments.

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)   


US AIRWAYS: Woos Court to Enforce Philip Morris Agreement
---------------------------------------------------------
US Airways Group Inc. and its debtor-affiliates ask Judge Mitchell
to enforce a letter agreement, dated March 26, 2003, with Philip
Morris Capital Corporation.  

In March 2003, the Debtors decided to reject the leases for 16
Philip Morris Aircraft.  To incentivize the Debtors to assume the
Leases without modification, Philip Morris agreed to make
Restructuring Payments on July 1, 2003, January 5, 2004, July 1,
2004 and December 31, 2004.  Without this commitment, the Debtors
would have rejected the Leases.

The Debtors agreed to forfeit the Restructuring Payments if they
violated a negative covenant, namely that Standard & Poor's
Ratings Services and Moody's Investors Service will not rate U.S.
Airways' senior unsecured debt below B3 and B-, nor lapse into a
status of credit watch with negative implications.  John Wm.
Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom,
explains that this negative covenant did not affirmatively
require U.S. Airways either to incur senior unsecured debt or
obtain or achieve a certain rating on such debt.

At the time of the Agreement, U.S. Airways did not have senior
unsecured debt outstanding.  Hence, there were no ratings and no
contractual requirements to issue this debt.  The negative
covenant provided that if U.S. Airways issued this debt, its
rating could not fall below a certain level, nor be placed on
credit watch with negative implications.  Therefore, U.S. Airways
has not at any time been in breach of the negative covenant.

As provided for in the Confirmation Order, the Debtors assumed
the 16 Philip Morris Aircraft Leases without modification, in
exchange for additional funding from Philip Morris.  Now, Philip
Morris refuses to comply with the Agreement by refusing to pay
$5,117,702 that is currently past due, and threatening to
withhold the $10,000,000 due later this year.

According to Mr. Butler, Philip Morris' actions violate the
Confirmation Order.  Notwithstanding, Philip Morris refuses to
make the January 5, 2004 Restructuring Payment on the ground that
the negative covenant was violated.  Philip Morris deprives the
Debtors of the primary consideration that induced them to assume
the 16 Leases under the Plan. (US Airways Bankruptcy News, Issue
No. 52; Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: S&P Keeps Ratings on Watch Negative as CEO Resigns
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings remain on
CreditWatch review for a possible downgrade following the
resignation of the president and CEO of US Airways Group Inc.
(B-/Watch Neg/--), David Siegel on April 19, 2004. Bruce Lakefield
a member of the company's board of directors, succeeded Mr.
Siegel.
     
"Mr. Siegel's resignation, which was not unexpected, was
apparently due to unwillingness of the airline's unions to
consider further labor cost concessions without a change in senior
management, a situation that has become common in the airline
industry over the past year," said Standard & Poor's credit
analyst Philip Baggaley. "In addition, Mr. Siegel's employment
contract allowed him to receive a substantial termination
payment if he resigned during April 2004."

Standard & Poor's ratings on US Airways Group Inc. and its US
Airways Inc. subsidiary (both B-/Watch Neg/--), which were lowered
to current levels Jan. 9, 2004, remain on CreditWatch with
negative implications, where they were placed on Dec. 10, 2003.
Standard & Poor's plans to conclude its review of the company over
the next several weeks.

Bruce Lakefield, a retired Lehman Brothers executive, has been
chairman of the board's finance and strategy, and human resources
committees and actively involved in the company's efforts to
restore its financial health. David Bronner, head of the
investment fund that owns a controlling interest in US Airways
Group, remains chairman of the company.


USI HOLDINGS: Closes Public Offering of $11MM Common Stock
----------------------------------------------------------
U.S.I. Holdings Corporation, (Nasdaq: USIH) announced the closing
of its offering of 11,229,578 common shares, of which 4,025,000
shares were sold by the Company via forward sale agreements with
affiliates of two of the underwriters and 7,204,578 shares were
sold by various selling shareholders, at $14.72 per common share.

The total shares offered includes 1,464,728 shares of common stock
(939,728 shares from the selling shareholders and 525,000 shares
from the forward purchasers) sold pursuant to the underwriters'
over-allotment option at the public offering price, less the
underwriting discount.

In connection with the offering, the Company entered into forward
sale agreements pursuant to which J.P. Morgan Securities Inc., and
an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated
agreed to borrow and sell 4,025,000 shares of the Company's common
stock.  The Company expects to receive net proceeds initially
valued at $55.5 million upon settlement of the forward sale
agreement, which will be within the next twelve months.

The Company expects to use the net proceeds from its sale of
common shares for working capital and general corporate purposes,
including possible acquisitions.  The Company did not receive any
of the net proceeds from the sale of the common shares by the
selling shareholders.

The offering was led by Merrill Lynch & Co., and JPMorgan.  Banc
of America Securities LLC acted as a senior co-manager and Fox-
Pitt, Kelton, Keefe Bruyette & Woods, Stephens Inc. and SunTrust
Robinson Humphrey acted as co-managers for the offering.

The common shares were offered under the Company's shelf
registration statement which was filed with, and declared
effective by, the Securities and Exchange Commission.

               About U.S.I. Holdings Corporation

Founded in 1994, USI (S&P, BB- Counterparty Credit and Bank Loan
Ratings, Stable) is a leading distributor of insurance and
financial products and services to businesses throughout the
United States. USI is headquartered in Briarcliff Manor, NY, and
operates out of 59 offices in 19 states. Additional information
about USI may be found at http://www.usi.biz/


WARNACO GROUP: Annual Shareholders' Meeting Set for May 19, 2004
----------------------------------------------------------------
The Warnaco Group, Inc., will hold its annual meeting of
stockholders on May 19, 2004, at 11:00 a.m., at The Westin New
York at Times Square, 270 West 43rd Street, in New York.  The
purpose of the meeting is to:

   -- elect seven directors to serve until the next annual
      meeting and until their successors have been elected and
      qualified;

   -- ratify the appointment of Deloitte & Touche, LLP, as the
      Company's independent auditors for the fiscal year ending
      January 1, 2005; and

   -- transact other business as may properly come before the
      Annual Meeting.

Warnaco's Board of Directors has fixed the close of business on
April 6, 2004 as the record date for the determination of
stockholders entitled to notice of, and to vote at, the Annual
Meeting.  A list of stockholders entitled to vote at the Annual
Meeting will be available at the principal executive offices of
the Company located at 501 Seventh Avenue in New York 10018 for
at least ten days before the Annual Meeting, and will also be
available for inspection at the Annual Meeting.

The current members of the Board of Directors are:

   1. David A. Bell,
   2. Robert A. Bowman,
   3. Richard Karl Goeltz,
   4. Joseph R. Gromek,
   5. Sheila A. Hopkins,
   6. Charles R. Perrin, and
   7. Cheryl Nido Turpin

The current Board members are also the seven nominees for
directors.

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)  


WCI STEEL: Files Reorganization Plan in N.D. Ohio Bankr. Court
--------------------------------------------------------------
WCI Steel, Inc. announced that a Plan of Reorganization approved
by the company's independent board of directors has been filed in
the U.S. Bankruptcy Court for the Northern District of Ohio,
Eastern Division.
    
The reorganization plan, which will enable WCI to emerge from
bankruptcy, is subject to approval by the bankruptcy court and a
vote of creditors and other stakeholders.
    
An integral component of WCI's reorganization plan is the
tentative labor agreement reached April 14 with the United
Steelworkers of America. The proposed contract must be ratified by
USWA Local 1375 members and approved by the bankruptcy court in
connection with the reorganization plan.

Patrick G. Tatom, WCI's president and chief executive officer,
said the new labor pact was reached after two months of
negotiations involving WCI, the USWA and The Renco Group, Inc.,
WCI's ultimate parent company.

"This agreement is a significant milestone in our reorganization
efforts and represents the strong commitment of The Renco Group to
WCI's future," Tatom said.
    
The labor contract would become effective upon WCI's emergence
from bankruptcy.
    
"We're extremely pleased that the USWA has pledged its support for
WCI's Plan of Reorganization and will work with the company to
obtain prompt approval from the bankruptcy court," Tatom added.
    
On Sept. 16, 2003, WCI filed a voluntary petition for protection
under Chapter 11 of the U.S. Bankruptcy Code.
    
WCI is an integrated steelmaker producing more than 185 grades of
custom and commodity flat-rolled steel at its Warren, Ohio
facility. WCI products are used by steel service centers,
convertors and the automotive and construction markets. The
company has approximately 1,700 employees.


WESTCHESTER COUNTY HEALTH: S&P Lowers Rating Two Notches to BB
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its rating two
notches to 'BB' from 'BBB-' on $113 million of Westchester County
Health Care Corp., N.Y.'s senior lien bonds. The rating was also
removed from CreditWatch with negative implications, where it was
placed on Jan. 8, 2004. The outlook on the rating is negative. In
addition, Standard & Poor's affirmed its 'AAA' rating on $140
million of the corporation's subordinate lien debt.

"The lowered rating reflects the likelihood that the corporation
will be dependent on an uncertain stream of governmental support
for long-term viability," said Standard & Poor's credit analyst
Liz Sweeney.

The negative outlook reflects that the corporation is facing a
multitude of issues, including a large operating gap for 2004, a
sizable pension payment due in December, and continued liquidity
needs in the next year, the solutions for which are not yet
apparent.

Although the corporation recently announced a package of support
from Westchester County and New York State totaling about $35
million, all of it is a onetime boost to help the corporation
survive in the short term, but does not insure long-term success
and does not improve underlying operations. It is Standard &
Poor's opinion that reliance on additional governmental fixes will
be an ongoing and essential element of the corporation's survival,
yet the timing, scope, and conditions under which such support
would be provided are not yet apparent.

The lowering of the rating affects $113 million of senior lien
debt, which is backed by a revenue pledge of Westchester Medical
Center. The rating action does not affect the $140 million
subordinate lien debt, which is rated 'AAA' based on a guarantee
of Westchester County. The county is rated 'AAA'. However, the
county's rating will continue to be evaluated in light of the
county's guarantees on behalf of the corporation and its current
and future support for the corporation.

The rating is removed from CreditWatch with negative implications,
where it was placed in January 2004 when the corporation announced
that operating losses for 2003 and 2004 would be significantly
higher than previously estimated, and that the corporation faced a
liquidity shortage. Since then, the top two administrators have
resigned or retired, and the county has stepped in to take a more
active role in the oversight of the corporation. An oversight
committee was created that includes members of the corporation's
board and the county, which will oversee distribution of the
financial aid package funds as well as the recently approved
contract with Pitts Management, a health care consulting firm that
has been retained for a management and operational improvement
engagement.


WICKES: Employs RE/MAX as Michigan Real Estate Broker
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, gave its stamp of approval to Wickes, Inc.'s
application to employ RE/MAX Commercial Group, Inc., as its real
estate broker.

The Debtor has selected RE/MAX because of the firm's experience
and knowledge in commercial and real estate sales in general and
of the Debtor's commercial property in particular.

RE/MAX will be employed solely with respect to the marketing and
sale of certain commercial real property owned by the Debtor
located in Niles, Michigan.

The Debtor believes that the services of RE/MAX as its real estate
broker will help it maximize the value of the Real Property for
the benefit of its creditors and other parties-in-interest.

David L. Bickell reports that the firm is a "disinterested
person," as that term is defined in section 101(14) of the
Bankruptcy Code.
      
RE/MAX's commission will be equal to 6% of the Purchase Price or
3% of the sales price in the event the Real Property is sold to a
party other than the Buyer at auction.

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.


W.R. GRACE: Delivers First Quarter 2004 Financial Results
---------------------------------------------------------
W.R. Grace & Co. (NYSE:GRA) reported that 2004 first quarter sales
totaled $518.5 million compared with $444.8 million in the prior
year quarter, an increase of 16.6%. Revenue from improved volume
and product mix accounted for over half of the increase, with
favorable currency translation effects from a weaker U.S. dollar
and acquisitions also contributing. Grace reported first quarter
net income of $15.8 million, or $0.24 per share, compared with a
net loss of ($2.3 million), or ($0.04) per share, in the first
quarter of 2003. Pre-tax income from core operations in the first
quarter of 2004 was $38.5 million compared with $13.5 million in
the first quarter of 2003, a 185.2% increase, reflecting improved
economic conditions, including stronger construction activity in
the U.S., and cost structure improvements from successful
productivity initiatives.

"Our first quarter operating results were very good, with strong
sales from each product line and a record first quarter profit
from our Performance Chemicals segment," said Grace's Chairman and
Chief Executive Officer Paul J. Norris. "Our strategic and
operating initiatives are delivering positive results, allowing us
to capitalize on stronger economic activity worldwide."

                        CORE OPERATIONS

                       Davison Chemicals

                  Catalyst and Silica Products

First quarter sales for the Davison Chemicals segment were $270.9
million, up 13.3% from a prior year quarter that reflected
relatively weaker economic conditions. Excluding the effects of
favorable currency translation, sales were up 6.7% for the
quarter. Sales of catalyst products, which include refining
catalysts, polyolefin catalysts and other chemical catalysts, were
$187.3 million, up 11.5% compared with the prior year quarter.
Most of the increase resulted from favorable product mix factors
including added revenue to cover higher metals costs, with the
remainder attributable to favorable currency effects. Sales of
silica products were $83.6 million, up 17.6% compared with the
first quarter of 2003, with currency effects of the stronger Euro
contributing about 11.7 percentage points of the increase.
Improvement was also attributable to growth programs in
separations applications and from higher volumes into most
consumer segments, showing evidence of a stronger economy in the
United States and Asia Pacific.

Operating income of the Davison Chemicals segment for the first
quarter was $32.0 million, 57.6% higher than the 2003 first
quarter; operating margin was 11.8%, higher than the prior year
quarter by 3.3 percentage points. The increase in operating income
was driven primarily by improved sales in North America and in the
Asia Pacific region, as well as foreign currency translation
effects. First quarter operating margin was enhanced by a
favorable product mix, improved manufacturing costs and positive
results from productivity initiatives.

                     Performance Chemicals

          Construction Chemicals, Building Materials,
                  and Sealants and Coatings

First quarter sales for the Performance Chemicals segment were
$247.6 million, up 20.4% from a relatively weak prior year
quarter. Favorable currency translation accounted for 6.9
percentage points of the increase. Sales of specialty construction
chemicals, which include concrete admixtures, cement additives and
masonry products, were $116.4 million, up 28.2% versus the year-
ago quarter (20.6% excluding favorable currency translation
impacts). Revenues from Grace's acquisition in Germany (completed
October 1, 2003) accounted for about one-fifth of the construction
chemicals sales increase. Sales were up in all geographic regions,
reflecting the success of new product programs and sales
initiatives in key economies worldwide, as well as increased U.S.
construction activity. Sales of specialty building materials,
which include waterproofing and fire protection products, were
$59.8 million, up 11.8% compared with the first quarter of 2003
(up 8.2% excluding favorable currency translation impacts). The
first quarter results reflect strong sales of waterproofing
materials, particularly underlayments for residential re-roofing,
offset by continuing declines in fire protection products caused
by changes in building codes and some weather-related project
delays in January. Sales of specialty sealants and coatings, which
include container sealants, coatings and polymers, were $71.4
million, up 16.3% compared with the first quarter of 2003 (up 7.5%
excluding favorable currency translation impacts). Higher sales in
coatings and closure sealants, particularly outside North America,
accounted for most of the increase.

Operating income for the Performance Chemicals segment was $27.6
million, compared with $12.1 million in the prior year quarter, a
128.1% increase and a record for the first quarter. Operating
margin of 11.1% was 5.2 percentage points higher than the 2003
first quarter margin. Improved operating income and margins
reflected increased sales volume from all product lines and the
success of productivity and cost containment programs across the
business segment.

                     Corporate Costs

First quarter corporate costs related to core operations were
$21.1 million, a $2.2 million increase from the prior year
quarter. The increase is primarily attributable to performance
related compensation. In addition, effective in March 2004, Grace
began accounting for currency fluctuations on a EUR 292 million
intercompany loan between Grace's subsidiaries in the United
States and Germany as a component of operating results instead of
as a component of other comprehensive income. The change was
prompted by new tax laws in Germany and by Grace's cash flow
planning for its Chapter 11 reorganization which indicated that it
is no longer reasonable to treat this loan as part of the
permanent capital structure in Germany. The change in currency
related to this loan over the first quarter was $9.8 million
unfavorable, $8.5 million of which is reflected in other
comprehensive income and $1.3 million of which is reflected in
Grace's operating statements as part of noncore other (income)
expense.

                  CASH FLOW AND LIQUIDITY

Grace's cash flow provided by operating activities was $20.7
million for the 2004 first quarter, compared with $9.7 million for
the comparable period of 2003. First quarter 2004 pre-tax income
from core operations before depreciation and amortization was
$65.7 million, 72.0% higher than 2003. These results reflect the
higher income from core operations described above. Cash used for
investing activities was $8.3 million during the first quarter of
2004, primarily for capital replacements.

At March 31, 2004, Grace had available liquidity in the form of
cash ($325.3 million), net cash value of life insurance ($92.9
million) and unused credit under its debtor-in-possession facility
($216.1 million). Grace believes that these sources and amounts of
liquidity are sufficient to support its strategic initiatives and
Chapter 11 proceedings for the foreseeable future.

                  CHAPTER 11 PROCEEDINGS

On April 2, 2001, Grace and 61 of its United States subsidiaries
and affiliates, including its primary U.S. operating subsidiary W.
R. Grace & Co.-Conn., filed voluntary petitions for reorganization
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware (the
"Filing"). Grace's non-U.S. subsidiaries and certain of its U.S.
subsidiaries were not part of the Filing. Since the Filing, all
motions necessary to conduct normal business activities have been
approved by the Bankruptcy Court.

Most of Grace's noncore liabilities and contingencies (including
asbestos-related litigation, environmental remediation claims, tax
disputes and other potential obligations) are subject to
compromise under the Chapter 11 process. The Chapter 11
proceedings, including litigation and the claims resolution
process, could result in allowable claims that differ materially
from recorded amounts. Grace will adjust its estimates of
allowable claims as facts come to light during the Chapter 11
process that justify a change, and as Chapter 11 proceedings
establish court-accepted measures of Grace's noncore liabilities.
See Grace's recent Securities and Exchange Commission filings for
discussion of noncore liabilities and contingencies.

Grace is a leading global supplier of catalyst and silica
products, specialty construction chemicals, building materials,
and sealants and coatings. With annual sales of approximately $2
billion, Grace has over 6,000 employees and operations in nearly
40 countries. For more information, visit Grace's Web site at
http://www.grace.com/


WORLDCOM/MCI: Board Adopts Shareholder Rights Plan
--------------------------------------------------
MCI, Inc., (MCIAV.PK) announced its Board of Directors has adopted
a Shareholder Rights Plan designed to protect company shareholders
in the event of takeover activity. Under the plan, shares of MCI
Common Stock would be made available to shareholders at a reduced
price should anyone acquire 15 percent or more of outstanding
shares of that stock.

"MCI's Board believes that the Rights Plan represents a sound,
reasonable and customary means of safeguarding the interests of
our shareholders," said MCI Chairman Nicholas Katzenbach.  "It is
designed to ensure they realize the long-term value of their
investment.  The Rights Plan encourages anyone seeking to acquire
the Company to treat all shareholders fairly."

In adopting the Rights Plan, the MCI Board declared a dividend of
one right for each outstanding share of MCI Common Stock to
stockholders of record on April 30, 2004.  The Rights become
exercisable upon the earlier of: 1) 10 days following a public
announcement by another person or group that it has acquired
beneficial ownership of 15 percent or more of the outstanding
shares of common stock; or 2) 10 business days following the
commencement of a tender offer or exchange offer to acquire
beneficial ownership of 15 percent or more of the outstanding
shares of MCI common stock.  Certain qualifying tender offers made
to all stockholders will not trigger the Rights.

The Rights expire on the date of the 2007 annual meeting, unless
earlier redeemed at a price of $.001 per Right.  If the Rights
become exercisable, they permit the holders to acquire common
stock with a market value equal to twice the exercise price or
could permit holders to acquire common stock of an acquirer of MCI
with a market value equal to twice the exercise price.

                      About MCI
    
MCI Inc., (MCIAV.PK), 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 POPs, 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/

Headquartered in Clinton, Mississippi, WorldCom, Inc.,
-- http://www.worldcom.com-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.  
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.


XM SATELLITE: Closes $200M Sr. Secured Floating Rate Note Offering
------------------------------------------------------------------
XM Satellite Radio Holdings Inc. (Nasdaq: XMSR) announced that its
subsidiary, XM Satellite Radio Inc., completed a $200 million
offering of Senior Secured Floating Rate Notes due 2009,
guaranteed by XM Satellite Radio Holdings Inc.

The interest rate for the initial quarterly period is 6.65%,
floating at LIBOR plus 5.5% thereafter.
    
The notes were offered by the initial purchasers solely to certain
qualified institutional buyers pursuant to Rule 144A, have not
been registered under the Securities Act of 1933 and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration under the Securities Act
and applicable state securities laws.

XM is transforming radio, an industry that has seen little
technological change since FM, almost 40 years ago. XM's
programming features 100 coast-to-coast digital channels: 71 music
channels, more than 30 of them commercial-free, from hip hop to
opera, classical to country, bluegrass to blues; and 29 channels
of sports, talk, children's and entertainment. For the first time
on radio XM brings to the car the same diverse selection of news
sources available in the home on cable and DIRECTV.

As reported in the Troubled Company Reporter's April 16, 2004
edition, Standard & Poor's Ratings Services assigned its 'CCC+'
rating to XM Satellite Radio Inc.'s proposed Rule 144A $125
million senior secured floating rate notes due 2009.

At the same time, Standard & Poor's affirmed its 'CCC+' corporate
credit rating on the company and its parent, XM Satellite Radio
Holdings Inc., which are analyzed on a consolidated basis. The
outlook is stable. Proceeds will primarily be used to refinance
existing debt. On a pro forma basis, the Washington, D.C.-based
satellite radio broadcaster will have about $744 million in debt,
before discounts.


* Corp. Finance Attorney William Burke Returns to Sheppard Mullin
-----------------------------------------------------------------
William M. Burke has rejoined Sheppard, Mullin, Richter & Hampton
LLP as a Special Counsel in the Finance & Bankruptcy Practice
Group. Burke originally joined the firm in 1967 and spent 18 years
practicing at Sheppard Mullin. Burke joined Shearman & Sterling in
1986 and retired from that firm in 2003.

"Returning to Sheppard Mullin is truly a homecoming for me. I am
very excited about resuming my practice, as well as playing a role
in the firm's strategic planning, attorney training and client
development," said Burke. Richard Brunette, chair of the Finance &
Bankruptcy Practice Group, commented, "We are thrilled to welcome
Bill back to the firm. From his earliest days at Sheppard Mullin,
Bill has dedicated his career to law reform efforts and adds to
our strength in the areas of corporate finance and commercial
lending."

Burke's global transactional experience is vast. He has
represented lenders, borrowers and arrangers in structuring and
executing complex leveraged finance, project finance and
structured finance transactions, in many cases creating novel and
innovative deal structures. Burke's merger and acquisition work
includes creating joint ventures to establish automobile finance
operations in Asia. His structured finance work encompasses
complex domestic and cross-border securitizations in Japan,
Indonesia, Korea and other countries in Asia, including a
groundbreaking public securitization of non-performing real estate
loans in Japan. Burke represented the Philippine government in
massive public works projects at the Subic Bay Freeport.

Having won three cases in the United States Supreme Court, as well
as several cases in the Ninth Circuit Court of Appeals, the
California Supreme Court and the California Court of Appeals,
Burke has a wealth of experience in complex appellate litigation.
He has served on the Council of the American Law Institute and as
a member of the National Conference of Commissioners on Uniform
State Laws. Acting for both organizations, Burke chaired the
Drafting Committee that revised Article 9 of the Uniform
Commercial Code and led the national effort to secure the adoption
of this complex new law in record time in all 50 states and the
District of Columbia.

Burke is a former member of the Permanent Editorial Board of the
Uniform Commercial Code and is currently a member of both the
American College of Commercial Finance Lawyers and the American
College of Bankruptcy. He has authored numerous handbooks on
domestic and cross-border securitization, a treatise on Lender
Liability, a treatise on Article 9 Foreclosure, and numerous
articles on corporate and commercial finance issues. Burke
received the 2003 Lifetime Achievement Award from the Business Law
Section of the State Bar of California.

Burke received his law degree from the Stanford Law School in 1967
and his undergraduate degree from California State University at
Northridge in 1964.

         About Sheppard, Mullin, Richter & Hampton LLP

Sheppard Mullin is a national law firm with more than 400
attorneys and eight offices in Los Angeles, San Francisco, Orange
County, San Diego, Santa Barbara, West Los Angeles, Del Mar
Heights, and Washington, D.C. The full-service firm provides legal
expertise and counsel for U.S. and international clients in a wide
range of practice areas, including Corporate; Entertainment and
Media; Finance; Government Contracts; Intellectual Property; Labor
and Employment; Litigation; Real Estate/Land Use; and Tax, Trusts
and Estate Planning. The firm was founded in 1927. For more
information, please visit http://www.sheppardmullin.com/


* Cadwalader's Charlotte Office Tops Chambers & Partners Rankings
-----------------------------------------------------------------
Chambers & Partners, a publisher of guides to the legal
profession, has ranked Cadwalader, Wickersham & Taft LLP's
Charlotte office as the leading Capital Markets & Securitization
firm in Charlotte. In the just published second edition of
"Chambers USA: America's Leading Lawyers of Business," Charlotte
partners Jim Carroll, Steven Cohen and Stuart Goldstein also
topped the rankings, capturing the top spots as Charlotte's
leading lawyers in Capital Markets & Securitization.

Described as a specialty boutique in North Carolina, Cadwalader's
Charlotte office represents commercial and investment banks in
complex financial transactions. Practice areas in Charlotte
include Capital Markets, Banking & Finance, Real Estate Finance
and Financial Restructuring. Mr. Carroll is a member of the Firm's
Real Estate Finance Department, Mr. Cohen is a member of the
Firm's Banking & Finance Department and Mr. Goldstein is a member
of the Firm's Capital Markets Department. Cadwalader lawyers
collaborate routinely with their colleagues across practice groups
and offices providing clients with the ability to look at deals
from every angle, arriving at optimal solutions.

Chambers & Partners researchers spent a year canvassing clients
and lawyers across the US to obtain a consistent market view of
which firms and attorneys are considered leaders in their field.
Over 4500 telephone interviews were conducted and thousands of
comments were collected. Additional information is available at
http://www.chambersandpartners.com.

Cadwalader, Wickersham & Taft, established in 1792, is one of the
world's leading international law firms, with offices in New York,
Charlotte, Washington and London. Cadwalader serves a diverse
client base, including many of the world's top financial
institutions, undertaking business in more than 50 countries in
six continents. The firm offers legal expertise in securitization,
structured finance, mergers and acquisitions, corporate finance,
real estate, environmental, insolvency, litigation, health care,
banking, project finance, insurance and reinsurance, tax, and
private client matters. More information about Cadwalader can be
found at http://www.cadwalader.com/

                           *********

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***