TCR_Public/040426.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, April 26, 2004, Vol. 8, No. 81

                           Headlines

360NETWORKS: Pathnet Trustee Presses for Joint Build Pact Decision
ABERDEEN IDAHO: Appoints New Directors Following C&M Acquisition
ADELPHIA COMMS: Explores Possible Sale as Alternative to Plan
ADELPHIA COMMUNICATIONS: Equity Committee Backs Sale Option
ADVANCED MEDICAL: Acquisition Plan Spurs S&P's Negative Watch

ADVANCED MICRO: S&P Affirms Ratings & Revises Outlook to Positive
ADVANCED TEXTILES: Voluntary Chapter 11 Case Summary
AIR CANADA: Unisys Wants to Compel Payment of Enhanced Services
AMERCO: IRS Settlement Nets $6.5 Million Tax Refund
AMERICAL CORPORATION: First Creditors' Meeting Set for May 13

AMERICAN SPORTS: Turns to Houlihan Lokey for Financial Advice
ATLAS AIR WORLDWIDE: Files Reorganization Plan in S.D. Florida
BAY STATE PAPER: Case Summary & 20 Largest Unsecured Creditors
BRIDGEPORT METAL: Look for Bankruptcy Schedules on Apr. 30
BUDGET GROUP: Campaigns for Reorganization Plan Confirmation

CELESTICA INC: Posts $8.4 Million Net Loss in First Quarter
CELESTICA INC: Appoints Stephen W. Delaney as New CEO
COLUMBIA TELECOMM: Case Summary & 20 Largest Unsecured Creditors
CONSECO SENIOR: S&P Affirms Junk Ratings & Lifts CreditWatch
COVANTA TAMPA: Disclosure Statement Hearing Set for May 19

CROMPTON CORPORATION: Will Release Q1 2004 Results Tomorrow
DENNY'S CORP: S&P's Corporate Credit Rating Tumbles to CCC-
DEVELOPERS DIVERSIFIED: Offering $150M Cumulative Preferred Shares
ELDORADO RESORTS: S&P Rates $64.7 Million Senior Notes at B+
EMMIS OPERATING: S&P Assigns B+ Rating to $1B Sec. Debt Facility

ENRON CORPORATION: Court Approves 8 Retail Contract Settlements
EUROFRESH INC: S&P Rates Corporate Debt at B with Stable Outlook
EXIDE TECH: Wants To Expand Scope of Patton Boggs' Employment
EXTENDICARE HEALTH: Completes Sale of $125M Sr. Subordinated Notes
FEDERAL-MOGUL: A.T. Kearney to Continue as Consultant

FIRST CONCERN INC: Case Summary & 20 Largest Unsecured Creditors
FIRST DELTAVISION: Ramirez Replaces Pritchett Siler as Accountants
FLAGSTONE: Fitch Affirms BB Rating on $12.9 Mil. Class B-1 Notes
GE CAPITAL: Fitch Downgrades Ratings on 5 Series 2000-1 Classes
GE COMMERCIAL: Fitch Assigns Low-B Ratings to 8 2004-C2 Classes

GENTEK INC: Stockholders' Meeting on May 12 in Southfield, Mich.
GRENADA MANUFACTURING: 3-Member Creditors' Committee Appointed
GRENADA MANUFACTURING: Section 341(a) Meeting Slated for May 24
HAYNES INT'L: Court Gives Final Nod on $100 Million DIP Financing
HENDRIX MANUFACTURING: Case Summary & Largest Unsecured Creditors

IMCOR PHARMACEUTICAL: Going Concern Ability is in Doubt
ISTAR FINANCIAL: Records $53.8 Million Net Loss in First Quarter
JAYS FOODS: Willis Stein Completes Asset Acquisition
KMART CORP: Mich. Court to Certify Class Action against Officers
MIRANT CORP: Reaches Claims Settlement in Canadian Proceeding

MJ RESEARCH: Plans Defense to Patent-Antitrust Suit in July Trial
NATIONAL CENTURY: John Ray Named as Credit Suisse Claims Trustee
NAT'L STEEL: NSC Trust Agrees to Resolve Madison Tax Claim Dispute
NEXTMEDIA OPERATING: S&P Assigns B+ Rating to $75M Credit Facility
OMNE STAFFING: Has Until May 28 to File Schedules and Statements

OR PARTNERS INC: Involuntary Case Summary
PACIFIC GAS: Customers to Get One-Time Refunds Totaling $100 Mil.
PARMALAT GROUP: U.S. Creditors' Meeting Scheduled for June 17
PIVOTAL: Needs More Money to Pay Debts & Continue Operations
READERS DIGEST: Q3 2004 Conference Call Webcast Set for April 29

PROGRESSIVE PROCESSING: Sec. 341(a) Meeting Slated for April 27
ROO GROUP: Hires Moore Stephens to Replace Mark Cohen as Auditors
SERVICE CORP: Will Report First Quarter 2004 Earnings on May 4
SLATER STEEL: Agrees to Sell Atlas Specialty Steels Assets
SNYDER'S DRUG STORES: Exits Chapter 11 Restructuring

SOLUTIA: Exclusive Period to File Plan Extended through July 14
STRATEGIC TECHNOLOGIES: Voluntary Chapter 11 Case Summary
STRUCTURED ASSET: Fitch Cuts Four Class Ratings to C & D Levels
TECNET: US Trustee Names 7-Member Official Creditors' Committee
TRIKEM: S&P Withdraws B+ Corp Credit Rating After Braskem Merger

UAL CORP: Judge Wedoff Issues Decision on Airport Lease Disputes
US AIRWAYS: Will Release First Quarter 2004 Results Tomorrow
VICWEST CORPORATION: Mackenzie Financial Holds 16.8% Equity Stake
WEIRTON STEEL: Proceeds with Asset Sale Following Judge's Decision
WESTERN GAS: Redeems All Remaining $2.625 Conv. Preferred Shares

WESTPOINT: Asks for Court Approval to Enter into Dermody Lease
WISE METALS: S&P Rates Corporate Debt at B with Stable Outlook
WORLDCOM: Agrees to Settle Wilmington Lease Dispute

* BOND PRICING: For the week of April 26 - 30, 2004

                           *********


360NETWORKS: Pathnet Trustee Presses for Joint Build Pact Decision
------------------------------------------------------------------
Pursuant to Section 365 of the Bankruptcy Code, Gordon P. Peyton,
Chapter 7 Trustee for Pathnet Operating, Inc., et al., asks Judge
Gropper to compel 360networks (USA), inc., to assume or reject
the Joint Build Agreement dated March 31, 1999.

Salvatore LaMonica, Esq., at LaMonica Herbst & Maniscalco, LLP,
in Wantagh, New York, relates that pursuant to the Joint Build
Agreement, a multi-conduit fiber optic telecommunications system
was built between Aurora, Colorado and Chicago, Illinois.  By
amendment dated May 30, 2000, the System was extended by about 18
miles from Aurora to Denver, Colorado.  The amended Joint Build
Agreement specified that, in consideration for 360networks'
construction and maintenance of the System, an upon payment of
the "Purchase Price," Pathnet would acquire certain interest in
the System, including two of the conduits and 72 of the fibers
pulled through the Primary Conduit.  The Purchase Price was to be
determined by schedules annexed to the Joint Build Agreement.

Mr. LaMonica informs the Court that on December 12, 2002, Mr.
Peyton commenced an Adversary Proceeding against 360networks in
the U.S. Bankruptcy Court for the Eastern District of Virginia,
Alexandria Division, where Pathnet's cases are jointly
administered.  Mr. Peyton sought, among other things, specific
performance, an accounting and other protection regarding the
System.  Later, both Pathnet and 360networks agreed to a
suspension of the Adversary Proceeding with the hope that a sale
of the System could be accomplished.

On October 20, 2003, Mr. Peyton brought a Motion to Sell the
System to Fiberlink, Inc., for $5,000,000.  At one time,
360networks owed the other half of the fiber optic System and
objected to the proposed Sale.

As part of 360networks' resistance to the Sale, it filed a motion
requesting Mr. Peyton to assume executory contracts as a
condition of sale of assets and to establish a cure amount.  Mr.
LaMonica reports that the parties engaged in extensive discovery.  
A two-day evidentiary hearing was held in the Alexandria
Bankruptcy Court.  On January 20, 2004, the Alexandria Bankruptcy
Court found that Pathnet had actually overpaid the Purchase Price
to 360networks by about $1,300,000 and that Pathnet is entitled
to a bill of sale conveying ownership of the conduits on the
System, which were contractually earmarked for Pathnet.   

Thereafter, 360networks asked the Alexandria Bankruptcy Court to
reconsider its ruling, which prompted Mr. Peyton to also request
for clarification.  The Alexandria Bankruptcy Court clarified and
revised its holdings to find that Pathnet overpaid the Purchase
Price to 360networks under the Joint Build Agreement by
$1,970,962 and again directed 360networks to provide Pathnet with
a bill of sale.

In support of the Sale, Mr. Peyton asked the Alexandria
Bankruptcy Court to authorize its assumption and assignment of
the Joint Build Agreement.  Mr. LaMonica tells the Court that for
years, 360networks has resisted Mr. Peyton's efforts to extend
the time within which Pathnet had to assume or reject the Joint
Build Agreement.  However, statements made by 360networks'
counsel indicate that the assumption and assignment of the Joint
Build Agreement will also be opposed.  Meanwhile, 360networks has
also indicated that if its position is not vindicated or a
satisfactory settlement is not arrived at the Alexandria
Bankruptcy Court, it will reject the Joint Build Agreement in its
bankruptcy pending before the U.S. Bankruptcy Court for the
Southern District of New York.

Mr. Peyton simply wants a decision so that he can consummate the
Sale with knowledge of whether 360networks is going to be
involved with the ongoing utilization of the System.  Mr. Peyton
was never served with 360networks' Plan or Disclosure Statement
prior to its confirmation and belatedly learned that its Plan has
been confirmed without a decision on whether the Joint Build
Agreement would be assume or rejected.

In the Alexandria Bankruptcy Court, 360networks argued that it is
entitled to $1,270,000 in taxes and other fees.  If so, Mr.
LaMonica concludes that the overpayment found by the Alexandria
Bankruptcy Court is more than recoupment by the amount found to
have been overpaid by Pathnet to 360networks.

It is to Mr. Peyton's understanding that 360networks has sold its
interest in the System to MCI.  For reasons not clear to Mr.
Peyton, 360networks continues to act as though it had an interest
in the System.  Pathnet's interest as a potential creditor of
360networks, comity between Bankruptcy Courts and equity clearly
mandate that 360networks should be required to either assume or
reject the Joint Build Agreement.

Headquartered in Vancouver, British Columbia, 360networks, Inc. --
http://www.360.net/-- is a leading independent provider of fiber  
optic communications network products and services worldwide. The
Company filed for chapter 11 protection on June 28, 2001 (Bankr.
S.D.N.Y. Case No. 01-13721), obtained confirmation of a plan on
October 1, 2002, and emerged from chapter 11 on November 12, 2002.  
Alan J. Lipkin, Esq., and Shelley C. Chapman, Esq., at Willkie
Farr & Gallagher, represent the Company before the Bankruptcy
Court.  When the Debtors filed for protection from its creditors,
they listed $6,326,000,000 in assets and $3,597,000,000 in
liabilities. (360 Bankruptcy News, Issue No. 65; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


ABERDEEN IDAHO: Appoints New Directors Following C&M Acquisition
----------------------------------------------------------------
On March 8, 2004, Aberdeen Idaho Mining Company acquired
substantially all of the assets and liabilities of C&M
Transportation, Inc., a Kansas corporation. The transaction was
completed pursuant to the terms of an Asset Purchase Agreement,
dated February 26, 2004 between the Company, C&M and Velocity
Holdings, Inc., a Kansas corporation and the sole shareholder of
C&M.

Pursuant to the terms of the Agreement, the Company issued
88,879,850 shares of its common stock to C&M as consideration for
the transfer to the Company of substantially all of the assets and
liabilities of C&M. The 88,879,850 shares issued to C&M will bear
a restrictive legend, and represent ninety percent (90%) of the
Company's issued and outstanding shares at the close of the
transaction. As a result of the transaction, C&M obtained control
of the Company through its ownership of ninety percent (90%) of
the Company's outstanding stock. Velocity Holdings, Inc., as the
sole shareholder of C&M, obtained indirect control of the Company
through C&M's ownership of the Shares. John H. Ohle, as the sole
shareholder of Velocity Holdings, Inc., obtained indirect control
of the Company through Velocity Holdings, Inc.'s ownership of all
of the outstanding stock of C&M, which owns the Shares. The
Company anticipates that it will amend its Articles of
Incorporation to change its name to TransVentory, Inc. No funds,
loans or pledges of any kind were involved in the transaction.
This was a stock-for-asset transaction.

In evaluating C&M as a candidate for the proposed acquisition, the
Company's directors considered various factors such as the
strength of C&M's existing management, the anticipated potential
for growth of the business of C&M, and the perception of how the
proposed business of C&M will be viewed by the investment
community and the Company's shareholders. In evaluating the
Company, it is believed that the director of C&M placed a primary
emphasis on the Company's status as a company without material
liabilities, whose common stock was registered under Section 12(g)
of the Securities Exchange Act of 1934, as amended.

According to the Company, prior to the negotiation of the
Agreement, there was no relationship between the Company and C&M,
or their respective affiliates, directors or officers, or any
associate of any such director or officer.

                    Resignation of Directors

Upon the consummation of the acquisition, Arthur Richard Lefevre
was appointed director of the Company. The former directors and
officers of the Company resigned as of the acquisition date.

Mr. Lefevre is the President of Lefevre Consulting. Mr. Lefevre
has served as senior project manager for firms such as TRW,
Geodynamics and McDonnell Douglas. As senior project manager, Mr.
Lefevre was instrumental in the development and management of
critical government and defense contracts. Mr. Lefevre holds
Bachelor and Master of Science degrees in Electrical Engineering
from Colorado State University as well as a Master of Business
Administration in Management from the University of Hawaii.

The Board intends to appoint Mark A. Absher, Esq. and V. Michael
Keys, III as interim directors to fill two of the vacant seats on
the board.

Since 1997, Mr. Absher serves as Corporate Counsel for The
National Community Foundation based in Brentwood, Tennessee. From
1990 to 1996, Mr. Absher served as Corporate Counsel for TTC
Illinois which provided management support services to the
transportation industry. Mr. Absher holds an undergraduate
Bachelor of Arts degree and a Juris Doctorate Degree from The John
Marshall Law School in Chicago. Mr. Absher is a former law clerk
for the Illinois Appellate Court and for the 7th Circuit Federal
bankruptcy court in Chicago.

V. Michael Keyes, III is the founder and president of The Keyes
Company, a Tenant Real Estate Advisory Firm. As a tenant
representative and consultant to corporations with facilities
throughout North America for over 20 years, Mr. Keyes has
completed over $400 million in tenant transactions. Mr. Keyes is
also Chairman of the Board of atFamilies.com,Inc. an enterprise
dedicated to empowering companies worldwide to nourish the full
development and growth of their employee families

Mr. Keyes is a licensed Real Estate Professional in the State of
California. He holds a Bachelor of Arts degree from California
State University at Fullerton. Mr. Keyes has been actively
involved in many charities including - The Anthony Robbins
Foundation, FCA-Fellowship of Christian Athletes and BBL-Beyond
the Bottom Line.

                  Going Concern Uncertainty

The Company's financial statements for the years ended December
31, 2003 and 2002, were audited by the Company's independent
certified public accountants, whose report includes an explanatory
paragraph stating that the financial statements have been prepared
assuming the Company will continue as a going concern and that the
Company has incurred significant operating losses that raise
substantial doubt about its ability to continue as a going
concern.


ADELPHIA COMMS: Explores Possible Sale as Alternative to Plan
-------------------------------------------------------------
Adelphia Communications Corporation (OTC: ADELQ), the fifth
largest cable TV company in the U.S., will explore a possible sale
of the company as part of a plan of reorganization.

The company intends to determine whether a sale process will
deliver greater value to the company's constituencies than the
value proposed by the company's original proposed plan of
reorganization filed February 25, 2004, which currently
contemplates Adelphia's emergence from Chapter 11 as an
independent entity. As the company pursues this process,
management will work with the constituents to establish a fair and
open sales process to give effect to the legitimate concerns of
all parties.

The decision to explore the possible sale of the company as one
option in the Chapter 11 process was made yesterday by Adelphia's
Board of Directors. Adelphia's management team will vigorously
support the sales process and work closely with the Board to
fulfill their joint fiduciary responsibilities to maximize value
for the various bankruptcy constituents.

"We were pursuing a plan of reorganization that called for an
independent Adelphia because we believed it was in the best
interests of our bankruptcy constituents," said Bill Schleyer,
chairman and CEO of Adelphia. "Increasingly, in our continuing
dialogue with constituents after filing the plan, it became clear
that a broad range of constituents preferred to allow the market
to determine the appropriate value for Adelphia. We have from the
start worked in the best interests of the bankruptcy constituents
and we will continue to do so."

Since Adelphia filed its original proposed Plan of Reorganization
on February 25, its management continued discussions and met
regularly with the bankruptcy constituents in an effort to achieve
a consensus for the original plan. Over the last week, the
sentiment in favor of market testing the company's value
crystallized to the point where it became appropriate to explore a
possible sale of the company.

"While we will explore the possible sale with full vigor, we also
intend to continue to pursue a plan for an independent company
upon emergence. We will compare the value created in both
approaches and do what is in the best interests of our
constituents," added Schleyer.

Adelphia will continue to pursue approval of an $8.8 billion exit
financing package, which supports the proposed plan for emergence
as an independent company.

Adelphia's Board and management had determined that a variety of
factors, including the absence of audited financial statements,
the unresolved Securities and Exchange Commission action against
the company and the undetermined status of the Rigas family cable
properties managed by Adelphia created a sub-optimal environment
for exploring the sale of Adelphia. The broad-based insistence,
however, by the key bankruptcy constituents on exploring a
possible sale of the company has caused Adelphia's Board of
Directors and management to now pursue a two-track process to find
the optimal return for the bankruptcy constituents.

                     About Adelphia

Adelphia Communications Corporation is the fifth-largest cable
television company in the country. It serves customers in 30
states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over Adelphia's broadband networks.


ADELPHIA COMMUNICATIONS: Equity Committee Backs Sale Option
-----------------------------------------------------------
The Official Committee of Equity Security Holders of Adelphia
Communications Corporation indicated that it supports the cable
company's decision to begin efforts to market and sell its assets
in a process to be supervised by the bankruptcy court. Adelphia
recently announced that it would begin the process of marketing
and selling its cable systems as requested by the Equity
Committee.

Adelphia's announcement came just days before the start of a trial
scheduled to begin on Monday in the United States Bankruptcy Court
for the Southern District of New York on the Equity Committee's
motion to terminate Adelphia's exclusive periods to file a plan of
reorganization and to solicit acceptances for such a plan. As part
of that motion, the Equity Committee had requested that the court
order a sale of Adelphia's operating assets in an open, fair and
competitive process in order to maximize recoveries for all of
Adelphia's constituencies, including its public shareholders.
While Adelphia valued itself at approximately $17 billion as a
stand-alone company in its plan of reorganization filed with the
bankruptcy court in February, the Equity Committee argued that the
Company's assets could be sold for billions of dollars more than
that amount, which would enable the company to make substantial
distributions to equity holders. In its court filings, the Equity
Committee identified cable giants Cox Communications, Time Warner
and Comcast as among the likely potential bidders for Adelphia's
assets. After the Equity Committee filed its request with the
court, other parties in the bankruptcy case joined in asking for a
sale of the Company's assets.

"This announcement by the Company represents a turning point in
the case." said Peter D. Morgenstern of Bragar Wexler Eagel &
Morgenstern, LLP, attorneys for the Equity Committee. "The Equity
Committee believes that a sale of Adelphia's operating assets
offers the best opportunity to maximize recoveries for all of
Adelphia's constituencies, and particularly for shareholders. This
announcement and change in approach by the Company is an important
first step in that direction."

The Equity Committee is made up of major investors in Adelphia and
represents shareholders in the bankruptcy proceedings.  None of
the Equity Committee members are affiliated with the Rigas family.
The current members of the Equity Committee include:
    
     * Leonard Tow;
     * AIG DKR Sound Shore Funds, Stamford, Connecticut; and
     * Highbridge Capital Management, LLC, New York.

The Equity Committee is represented by Bragar Wexler Eagel &
Morgenstern, LLP, led by partner Peter D. Morgenstern, Esq.


ADVANCED MEDICAL: Acquisition Plan Spurs S&P's Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and senior secured debt ratings and its 'B' subordinated
debt rating on vision care company Advanced Medical Optics Inc.  
on CreditWatch with negative implications after the company
announced plans to acquire the ophthalmic surgical business of
Pfizer Inc. for $450 million in cash. As of Dec. 31, 2003, the
Santa Ana, California-based company had $236 million of debt
outstanding.

AMO will acquire Pfizer's Healon line of viscoelastic products,
used in ocular surgery; its CeeOn and Tecnis intraocular lenses
(IOL), used in cataract surgery; and its Baerveldt glaucoma shunt.
AMO will also acquire manufacturing and R&D facilities in the
Netherlands, Sweden, and India. Among other things, the
acquisition should strengthen AMO's cataract franchise by adding
well-established viscoelastic products, an important line it
previously lacked, and patented lens designs using wavefront
technology. The acquisition should also strengthen the company's
new-product pipeline, enabling it to offer new refractive IOLs by
combining its existing multifocal and phakic lenses (lenses
implanted where the natural lens still exists) with new
progressive diffractive technologies. Furthermore, the acquisition
positions AMO in a new market, the glaucoma device business. All
together, these purchases should strengthen AMO's competitive
position with surgeons by enabling it to market a suite of well-
established, complementary surgical products.

"Still, the purchase price as a multiple of EBITDA could be
somewhat expensive, and it is uncertain whether AMO, which has
operated as an independent company for only two years, will
achieve anticipated cash flow levels from the acquired business,"
said Standard & Poor's credit analyst Jill Unferth. "Moreover, the
company's debt leverage could be considerably higher than levels
consistent with the current rating."

Partly offsetting these concerns, since 2003, AMO has successfully
taken steps to improve its cost structure and operating
efficiency. Savings generated by these efforts, together with the
high-technology content of its surgical portfolio, could
sufficiently supplement cash flow from the new assets to allow
deleveraging over the next couple of years.

Standard & Poor's expects to resolve the CreditWatch listing once
it obtains more clarification about the financial implications of
the transaction and its ultimate funding structure, the effects of
the transaction on the company's business position, and AMO's
subsequent business strategy. This review is expected to be
completed before the transaction closes.


ADVANCED MICRO: S&P Affirms Ratings & Revises Outlook to Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Sunnyvale, California-based Advanced Micro
Devices Inc.; all other ratings are affirmed. The outlook is
revised to positive from negative, recognizing AMD's stabilizing
cash flows as the company's product portfolio has improved in
recent quarters.

"The ratings continue to reflect AMD's high debt levels, its
distant second place in the personal computer microprocessor
industry, good position in the flash memory market, and
historically large negative cash flows in two very challenging
industries," said Standard & Poor's credit analyst Bruce Hyman.
These factors are partly offset by the PC and cellphone
industries' needs for multiple sources, and AMD's having
achieved competitive product lines and manufacturing processes,
compared to its earlier efforts.

The company had $2.4 billion of debt and capitalized operating
leases outstanding at March 31, 2004.

AMD has about a 19% share of the microprocessor market by units
sold, principally in the desktop segment. The company's 64-bit
server-class microprocessors are now in volume production and
profitable, contributing to rising average selling prices in the
March quarter, despite secular pressures. These chips retain
software compatibility with earlier 32-bit designs, giving end
users additional flexibility in updating their software platforms.
Still, Intel's far larger product development capabilities could
permit its near-term introduction of equivalent chips, potentially
reversing AMD's current 64-bit lead, while Intel's financial
strength provides it substantial ability over the longer term to
pressure AMD through aggressive pricing. AMD continues to have
only limited presence in the enterprise market.


ADVANCED TEXTILES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Lead Debtor: A Textile, Inc.
             aka Advanced Textiles, Inc.
             2 Equestrian Way
             Merrimac, Massachusetts 01860

Bankruptcy Case No.: 04-13045

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Advanced Textile Services, Inc.            04-13050

Type of Business: The debtor owns and operates an industrial
                  laundry business in Lawrence, Massachusetts.

Chapter 11 Petition Date: April 13, 2004

Court: District of Massachusetts (Boston)

Judge: Carol J. Kenner

Debtors' Counsel: Carolyn A. Bankowski, Esq.
                  Deutsch Williams Brooks DeRensis & Holland, PC
                  99 Summer Street
                  Boston, MA 02110-1235
                  Tel: 617-951-2300

                            Estimated Assets    Estimated Debts
                            ----------------    ---------------
A Textile, Inc.             $1 M to $10 M       $1 M to $10 M
Advanced Textile Services,  $100,000-$500,000   $1 M to $10 M
Inc.

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


AIR CANADA: Unisys Wants to Compel Payment of Enhanced Services
---------------------------------------------------------------
Unisys Corporation asks Mr. Justice Farley to direct Air Canada
to pay all amounts due and payable postpetition under a data
processing services agreement dated March 31, 2000.

Unisys also seeks permission to (i) discontinue all services to
Air Canada and (ii) disconnect and re-deploy all Unisys-owned
hardware and software applications Air Canada utilized, if the
airline fails to pay its postpetition obligations or defaults on
future payments under the Data Processing Agreement.

In the alternative, Unisys seeks the CCAA Court's permission to
cease providing enhanced functions of its Virtual Integrator
Suite cargo management system to Air Canada if the airline fails
to pay its postpetition obligations, or defaults on future
payments under the Data Processing Agreement.

Unisys owns and operates a proprietary cargo management system
through which it provides standard Virtual Integrator Suite cargo
management system to various airlines around the world.  Pursuant
to the Data Processing Agreement, Unisys agreed to provide
certain services to Air Canada regarding the computer operations
for the airline's cargo management system.  Air Canada agreed to
pay fixed monthly charges as set out in Exhibit IV to the Data
Processing Agreement.

By addendum to the Data Processing Agreement in September 2000,
Unisys agreed to provide to Air Canada enhanced VIS services
regarding the computer operations for Air Canada's cargo
management systems.  The provision of Enhanced VIS Functionality
required the development of a complex system of Unisys-owned
hardware and software by Unisys, and the granting of continued
access by Air Canada to those assets throughout the term of the
Agreement and the Addendum.  The Enhanced VIS Functionality
allows Air Canada to utilize a cargo management system, which
performs many functions in addition to those offered by Unisys'
Standard VIS Functionality.  Air Canada utilized the additional
functions every day.

In the Addendum, Unisys and Air Canada agreed that a new Exhibit
IV would replace the original Exhibit IV to the Data Processing
Agreement.  Exhibit IV of the Addendum provided that Air Canada
would make monthly payments to Unisys for:

   (1) the Enhanced VIS Functionality, in particular the
       modification to the code of Unisys-owned software to
       provide the Enhanced VIS Functionality, over a 48-month
       period;

   (2) core services to be performed by Unisys each month for
       the Term, at fixed prices per waybill processed; and

   (3) outsourcing services to be provided by Unisys, at fixed
       monthly rates for the Term.

According to Paul Mouly, Unisys' Vice-President Operations for
Global Transportation, Unisys agreed to the pricing for the core
services and the outsourcing services on the basis that it would
be paid monthly service charges for the Enhanced VIS
Functionality.  The rate charged for the core services under the
Data Processing Agreement and the Addendum was the same as the
Standard VIS Functionality rate for core services charged by
Unisys, notwithstanding that the Enhanced VIS Functionality
provided to Air Canada performs many functions in addition to
those offered by the Standard VIS Functionality.

On the Petition Date, the payment practice regarding the normal
prices or charges for the VIS cargo management services was that
the monthly payments for each of the Enhanced VIS Functionality,
the core services, and the outsourcing services were to be made
to Unisys by Air Canada.  Mr. Mouly explains that the distinction
drawn in Exhibit IV among the pricing of the Enhanced VIS
Functionality, the core services, and the outsourcing services
was a matter of form only.  Air Canada could just as easily been
charged a higher rate for the core services to reflect the
additional features of the Enhanced VIS Functionality.

Since the Petition Date, Air Canada continued to make daily use
of the Enhanced VIS Functionality.  However, Air Canada purported
to sever and disregard its obligation to make the monthly
payments required by the Data Processing Agreement and the
Addendum for the Enhanced VIS Functionality.

Mr. Mouly tells the Court that the distinction Air Canada seeks
to draw is completely artificial.  The VIS services are in fact
one integrated service, the foundation of which is the Enhanced
VIS Functionality.  Unisys supplies to Air Canada every day the
VIS cargo management systems as a whole, with all of its enhanced
functions.  Every day, Air Canada uses the VIS cargo management
services as a whole, including the Enhanced VIS Functionality for
which it is refusing to make payment.

Mr. Mouly contends that Air Canada is not entitled to sever the
benefit of the Data Processing Agreement and the Addendum from
its burden.  Air Canada is obliged to either comply with the Data
Processing Agreement and the Addendum, or repudiate it in its
entirety.

Air Canada is seeking to be unjustly enriched.  According to Mr.
Mouly, Air Canada is using the Companies' Creditors Arrangement
Act to attempt to expropriate Unisys' property, convert the
property to its own use, and obtain the benefit of the Enhanced
VIS Functionality without paying for it.

Mr. Mouly assures the Court that, if the provision of Enhanced
VIS Functionality is discontinued, Air Canada will still be able
to utilize Unisys' Standard VIS Functionality.

Headquartered in Saint-Laurent, Quebec Canada, Air Canada --
http://www.aircanada.ca/-- represents Canada's only major  
domestic and international network airline, providing scheduled
and charter air transportation for passengers and cargo. The
Company filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and Section 304
petition with the U.S. Bankruptcy Court for the Southern District
of New York (Case No. 03-11971).  Matthew A. Feldman, Esq., and
Elizabeth Crispino, Esq., at Willkie Farr & Gallagher serve as the
Debtors' U.S. Counsel.  When the Debtors filed for protection from
its creditors, they listed C$7,816,000,000 in assets and
$9,704,000,000 in liabilities. (Air Canada Bankruptcy News, Issue
No. 33; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMERCO: IRS Settlement Nets $6.5 Million Tax Refund
---------------------------------------------------
AMERCO (Nasdaq: UHAL), the parent company of U-Haul International,
Inc., the nation's leader in the do-it-yourself household moving
industry, announced that the company has entered into a settlement
with the Internal Revenue Service for the federal income tax audit
for the fiscal years-ended March 31, 1996 and March 31, 1997
respectively.

As a result of this settlement, AMERCO is entitled to a net refund
of $6.5 million.  As published in AMERCO's financial statements
over the past several years, this settlement is in connection with
deductions taken on the company's 1996 and 1997 tax returns.  If
resolved unfavorably, estimates of AMERCO's potential tax exposure
ranged from $76 million to as high as $93 million.   

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


AMERICAL CORPORATION: First Creditors' Meeting Set for May 13
-------------------------------------------------------------
The United States Trustee will convene a meeting of Americal
Corporation's creditors at 10:00 a.m., on May 13, 2004 in Room
610, USBA Meeting Room at Two Hanover St., 434 Fayetteville St.
Mall, Raleigh, North Carolina. This is the first meeting of
creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy
cases.

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

Headquartered in Henderson, North Carolina, Americal Corporation
manufactures Peds brand socks and hosiery.  The Company filed for
chapter 11 protection on April 7, 2004 (Bankr. E.D.N.C. Case No.
04-01333).   J. William Porter, Esq., at Parker Poe Adams &
Bernstein, LLP represents the Debtor in its restructuring efforts.  
When the Company filed for protection from its creditors, it
listed $18,753,485 in total assets and $25,825,055 in total debts.


AMERICAN SPORTS: Turns to Houlihan Lokey for Financial Advice
-------------------------------------------------------------
American Sports International, Ltd., and its debtor-affiliates ask
permission from the U.S. Bankruptcy Court for the Northern
District of Georgia, Rome Division, to employ Houlihan Lokey
Howard & Zukin Capital as their financial advisors.

Houlihan Lokey will:

   a. review each of the Debtorsfinancial condition,
      operations, competitive environment, prospects and related
      matters;

   b. assist in preparing and distributing selected information
      and related documents regarding the Debtors and the
      financial terms of a potential transaction(s);

   c. solicit and evaluate indications of interest and proposals
      regarding a potential sale, merger, joint venture, plan of
      reorganization or other combination or disposition of the
      Debtors, their assets and/or its stock, or any portion
      thereof, in one or more transactions;

   d. advise the Debtors as to the structure of any
      Transaction(s);

   e. negotiate the financial aspects, and facilitate the
      consummation, of any Transaction(s); and

   f. provide other investment banking and related financial
      advisory services requested by the Debtors that are
      reasonably necessary.

The Debtors will pay Houlihan Lokey a $150,000 retainer. In
addition, James D. Decker, Managing Director, reports that on the
consummation of a Transaction concerning either:

   (i) the sale of both Debtors to one purchaser or

  (ii) the sale of one Debtor to one purchaser and the other
       Debtor to another purchaser,

the Debtors will pay Houlihan Lokey a cash fee equal to:

   -- for a Sale up to $30 million, $900,000, plus,

   -- for a Sale in excess of $30 million, 4% of the aggregate
      incremental value.

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


ATLAS AIR WORLDWIDE: Files Reorganization Plan in S.D. Florida
--------------------------------------------------------------
Atlas Air Worldwide Holdings, Inc. (AAWH) and its subsidiaries
have filed a Debtors' Joint Plan of Reorganization and its
accompanying Disclosure Statement in the United States Bankruptcy
Court for the Southern District of Florida.

A hearing to approve the adequacy of the Disclosure Statement will
be held on May 24, 2004 and the hearing on confirmation of the
plan is expected in July 2004.

Under the proposed Plan of Reorganization, all equity interests of
AAWH, including its common stock, will be extinguished and will
not be recoverable by existing equity holders.

"The action we have taken in filing the Plan of Reorganization and
Disclosure Statement is consistent with our intention to emerge
from bankruptcy as quickly as possible with minimal disruption to
our operations," said Jeffrey H. Erickson, President and Chief
Executive Officer of AAWH. "We are pleased with the progress we
have made to date. We have developed a restructuring plan that
will be implemented through the Chapter 11 filing and will enable
us to emerge successfully as a stronger company with a competitive
cost structure."

As the case proceeds, AAWH will continue to negotiate with its
creditors regarding issues in the case. Therefore, the materials
that have been filed should be regarded as preliminary.

                             About AAWH

AAWH, through its subsidiaries, Atlas and Polar, provides cargo
services throughout the world to major international airlines
pursuant to contractual arrangements with its customers in which
it provides the aircraft, crew, maintenance and insurance. The
company also provides airport-to-airport scheduled air-cargo
service, as well as commercial and military charter service. The
principal markets served are Asia and the Pacific Rim from the
United States and Europe and between South America and the United
States.


BAY STATE PAPER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Bay State Paper Company
        892 River Street
        Hyde Park, Massachusetts 02136

Bankruptcy Case No.: 04-12885

Type of Business: The Debtor is the oldest operating papermill
                  in America that manufactures corrugating
                  medium, linerboard and kraft papers.
                  See http://www.baystatepaper.com/

Chapter 11 Petition Date: April 7, 2004

Court: District of Massachusetts (Boston)

Judge: Carol J. Kenner

Debtor's Counsels: Amy R. Doherty, Esq.
                   Peter D. Bilowz, Esq.
                   Goodwin Procter LLP
                   Exchange Place, 53 State Street
                   Boston, MA 02109
                   Tel: 617-570-1000
                   Fax: 617-523-1231

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
------                        ---------------       ------------
Nstar Electric & Gas Corp.    Trade debt                $880,000
One Nstar Way
Westwood, MA 02090

Canusa Corporation            Trade debt                $540,000
1616 Shakespeare St.
Baltimore, MD 21231

Canusa Hershman Recycling     Trade debt                $500,000
9 Business Park Drive
Branford, CT 06405

BSC Corr Value                Trade debt                $190,000

Weavex                        Trade debt                $150,000

North Shore Recycled Fibers   Trade debt                $104,000

Amerada Hess                  Trade debt                $100,000

Boston Water and Sewer        Trade debt                 $80,000
Commission

Hercules Incorporated         Trade debt                 $65,000

Browning Ferris Industries    Trade debt                 $60,000

Global Companies LLC          Trade debt                 $60,000

Smurfit Recycling Company     Trade debt                 $50,000

L & H Trucking Inc.           Trade debt                 $50,000

Industrial Pump Service of    Trade debt                 $40,000
NC, Inc.

Crete Carrier                 Trade debt                 $30,000

The Johnson Corporation       Trade debt                 $20,000

Knight Transportation         Trade debt                 $20,000

Rolane Transportation Inc.    Trade debt                 $20,000

Payne Inc.                    Trade debt                 $20,000

Motion Industries             Trade debt                 $20,000


BRIDGEPORT METAL: Look for Bankruptcy Schedules on Apr. 30
----------------------------------------------------------
Bridgeport Metals asks for an extension of time from the U.S.
Bankruptcy Court for the District of Connecticut, Bridgeport
Division, to file its schedules of assets and liabilities,
statements of financial affairs and lists of executory contracts
and unexpired leases required under 11 U.S.C. Sec. 521(1).  

The Debtor tells the Court that it is currently in the process of
gathering all of the information required for the preparation of
its schedules and statements.  Elizabeth J. Austin, Esq., at
Pullman & Comley, LLC points out that they require additional time
to obtain the information and input them into an appropriate
format to filing and to otherwise finalize and review the data
before the first meeting of creditors.  The Debtor's Section
341(a) meeting is currently scheduled on May 3, 2004.

Accordingly, the Debtor wants to file their Schedules of Assets
and Liabilities and Statement of Financial Affairs on April 30,
2004.

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: Campaigns for Reorganization Plan Confirmation
------------------------------------------------------------
Robert L. Aprati, BRAC Group, Inc.'s vice president, relates that
in less than two years, the Debtors accomplished the goal they
established before commencing their Chapter 11 cases.  The Debtors
sought Chapter 11 protection to complete, with the support of the
Official Committee of Unsecured Creditors, the sale of the North
American business to Cherokee Acquisition Corporation.

Mr. Aprati states that the North American Sale closed a mere four
months after the Petition Date, after the Debtors addressed in
excess of 100 objections.  The North American Sale not only
generated around $100 million for distribution to creditors, but
it also resulted in the elimination of around $2.8 billion of the
Debtors' secured and unsecured liabilities.

The next step of the restructuring plan required the commencement
of an additional insolvency proceeding for BRACII under English
Law, in connection with which Simon Vincent Freakley and Gurpal
Singh Johal were appointed as administrators.  Working with the
U.K. Administrators, the Debtors obtained short-term financing
for BRACII to ensure sufficient liquidity to complete the sale of
the Debtors' European, Middle Eastern and African operations to
Avis Europe plc.  The EMEA Sale closed on March 1, 2003, two
months after the commencement of the U.K. administration
proceedings.  As of the end of February 2004 and as a result of
the sale, over $19,000,000 was held in accounts of BRACII.  These
accounts continue to be subject to certain set-off rights and
escrows.

With the critical transactions completed, the Debtors and the
Creditors Committee, working together, engaged in the process
that has not resulted in an essentially fully consensual plan.
That goal was not easily achieved.  Two significant litigations
occupied much of the Debtors' focus over the past year:

   (1) Litigation with and between the Creditors Committee and
       the U.K. Administrators over the proper allocation of sale
       proceeds between the U.S. Debtor Group and BRACII; and

   (2) Litigation with Cherokee arising out of the ASPA.

Mr. Aprati relates that the execution and approval of the
Allocation Settlement Agreement resolved the first litigation and
paved the way for the filing of the Plan and approval of the
Disclosure Statement on February 4, 2004.

Mr. Aprati points out that executing the Cendant Settlement
Agreement will significantly simplify confirmation and, more
importantly, the making of distributions under the Plan.

The Plan is the culmination of the substantial efforts of, and
the extensive good faith, arm's-length negotiation among the
Debtors, the Creditors Committee, the U.K. Administrators,
Cherokee and other parties-in-interest.  The end result of these
multi-jurisdictional efforts is that all of the Debtors'
prepetition secured, administrative and priority claims, as well
as certain other claims, in an amount in excess of $2.8 billion
will be paid in full, either through the Plan or assumption of
Cherokee.

There will also be some recovery for every allowed unsecured
claim against the Debtors.  These claims aggregate in excess of
$879 million.  In addition, more than 10,000 jobs were preserved
through the going concern sales.  Of the 44,000 filed and
scheduled claims against the Debtors, only 715 remain to be
resolved.  Many of these claims are already the subject of
pending objections.

The U.S. Debtors believe that the benefits of substantive
consolidation of the U.S. Debtor Group outweigh any potential
prejudice to the U.S. Debtor Group's creditors.  After giving
effect to substantive consolidation, all of the U.S. Debtor
Group's creditors will receive the benefit of distributions in
satisfaction of their claims from the single pool of the U.S.
Debtor Group's assets.  Furthermore, substantive consolidation
will expedite the conclusion of the Chapter 11 Cases and will
enable the Debtors to effectuate equitable distribution to
creditors, avoid the calculation, resolution and classification
of intercompany claims and reduce the administrative burden of
tabulating separate votes with respect to each of the Debtors in
the U.S. Debtor Group.  Absent substantive consolidation, the
U.S. Debtors would be required to attempt to disentangle their
assets and liabilities and litigate the validity and priority of
their intercompany claims.  The reconciliation and resolution of
the U.S. Debtor Group Intercompany Claims that would be required
by the disentanglements, even if it could be accomplished, would
likely be extremely difficult, costly and could significantly
delay the conclusion of the Chapter 11 Cases.

The success of the process is validated in the voting results.
Every Impaired Class of Claims entitled to vote on the Plan voted
to accept the treatment afforded.  Mr. Aprati reports that 100%
of the holders of Class 5A, Class 6A and Class 4B -- the Classes
entitled to vote on the Plan and that voted on it -- accepted the
Plan.

Moreover, although five Plan Confirmation Objections were filed,
each of these objections has been resolved or should be
overruled.

Mr. Aprati asserts that:

    (1) The Plan complies will all applicable provisions of the
        Bankruptcy Code;

    (2) The Plan has been proposed in good faith and not by any
        means forbidden by law;

    (3) The Plan provides that payments made by the Debtors for
        services or costs and expenses are subject to Court
        approval;

    (4) The Debtors disclosed all necessary information regarding
        directors, officers and insiders;

    (5) No governmental regulatory commission has jurisdiction
        over rates of the Debtors;

    (6) The Plan is in the best interests of all creditors or and
        interest holders;

    (7) All voting classes voted to accept the Plan;

    (8) The Plan provides for payments in full of all allowed
        priority claims;

    (9) The Plan is feasible;

   (10) All statutory fees have been or will be paid;

   (11) The Debtors do not have retiree benefit obligations;

   (12) The Plan satisfies the "cramdown" requirements of Section
        1129(b) of the Bankruptcy Code;

   (13) The Plan does not discriminate unfairly; and

   (14) The Plan is fair and equitable.

Accordingly, the Debtors have met the requirements for
confirmation of the Plan under Section 1129 of the Bankruptcy
Code.  As plainly evidenced by the Plan formulation process, the
Plan voting results and the lack of any significant, continuing
objection to the Plan, the Plan should be confirmed.

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


CELESTICA INC: Posts $8.4 Million Net Loss in First Quarter
-----------------------------------------------------------
Celestica Inc. (NYSE, TSX: CLS), a world leader in electronics
manufacturing services (EMS), announced financial results
for the first quarter ended March 31, 2004.

Revenue was $2,017 million, up 27% from $1,587 million in the
first quarter of 2003. Net loss on a GAAP basis for the first
quarter was $8.4 million or $(0.06) per share, which includes a
pre-tax $11 million charge associated primarily with the company's
previously announced restructuring activities. This compares to
net earnings of $3.2 million or $0.02 per share for the same
period last year.

Adjusted net earnings (loss) - defined as net earnings (loss)
before amortization of intangible assets, gains or losses on the
repurchase of shares and debt, integration costs related to
acquisitions, the cost of option expenses and other charges, net
of tax - was $8.2 million or $0.02 per share for the first quarter
of 2004 compared to $12.8 million or $0.04 per share for
the same period last year (detailed GAAP financial statements and
supplementary information related to adjusted net earnings appear
at the end of this press release). These results compare with the
company's guidance for the first quarter, announced on January 28,
2004, which was revenue of $1.75 - $1.95 billion and adjusted net
loss per share of breakeven to $(0.08).

"Our top line performance in the quarter was encouraging as we saw
improved end markets, better demand from our core customers,
continued ramping of new programs and the addition of MSL in mid-
March," said Steve Delaney, CEO, Celestica. "Earnings are
beginning to reflect some operating leverage, which we expect to
gain momentum and drive steady margin improvement throughout 2004.
In order to accelerate improvement in profitability, we plan
to further restructure our operations to better align capacity
with customers' requirements. In this regard, we expect further
pre-tax charges in the range of $175 - $200 million. This will
represent a 10-15% reduction of the company's workforce
(approximately 5,000 people) over the next 12 months."

    Acquisition of Manufacturers' Services Limited (MSL)

On March 12, 2004, the Company acquired Manufacturers' Services
Limited (MSL), a full-service global electronics manufacturing and
supply chain services company, headquartered in Concord,
Massachusetts for a purchase price of $321 million. The purchase
price was financed with the issuance of 14.1 million subordinate
voting shares, the issuance of options to purchase 2.1 million
subordinate voting shares, the issuance of warrants to purchase
1.1 million subordinate voting shares, and $51.6 million in cash.
In connection with the acquisition, the Company has determined
that it will consolidate some of the acquired MSL facilities,
including a workforce reduction. The Company has recorded a
liability of approximately $35 million for this restructuring as
part of the purchase price.

                           Outlook

For the second quarter ending June 30, 2004, the company
anticipates revenue to be in the range of $2.15 to $2.35 billion
and adjusted earnings per share ranging from $0.07 to $0.13. This
revenue and adjusted EPS guidance reflects the benefits of new
programs, continued improvement in operational efficiencies, a
reduced cost structure from restructuring activities and
revenue and earnings from the company's MSL acquisition.

Management hosted a conference call on Thursday, April 22 at
4:30 p.m. Eastern to discuss the company's first quarter results.
The conference call can be accessed at http://www.celestica.com/.

                     About Celestica

Celestica is a world leader in the delivery of innovative
electronics manufacturing services (EMS). Celestica operates a  
highly sophisticated global manufacturing network with operations
in Asia, Europe and the Americas, providing a broad range of
integrated services and solutions to leading OEMs (original
equipment manufacturers). A recognized leader in quality,
technology and supply chain management, Celestica provides
competitive advantage to its customers by improving time-to-
market, scalability and manufacturing efficiency.

For further information on Celestica, visit its website at
http://www.celestica.com/

                        *   *   *

As reported in the Troubled Company Reporter's March 31, 2004
edition, Standard & Poor's Ratings Services lowered it long-term
corporate credit rating and unsecured debt on Celestica Inc. to
'BB' from 'BB+'. At the same time, Standard & Poor's lowered its
subordinated debt rating on the company to 'B+' from 'BB-'.
The outlook is negative.

"The ratings on Celestica reflect the continued difficult end-
market conditions and sub par operating performance in the highly
competitive electronic manufacturing services (EMS) sector," said
Standard & Poor's credit analyst Michelle Aubin. These factors are
partially offset by the company's tier-one position in the EMS
sector and longer-term trends favoring electronic manufacturing
outsourcing.

The negative outlook reflects Standard & Poor's expectation that
revenues and operating performance will improve and that negative
free operating cash flow will moderate in fiscal 2004. Any decline
from expectations could result in the ratings being lowered.


CELESTICA INC: Appoints Stephen W. Delaney as New CEO
-----------------------------------------------------
Celestica Inc. (NYSE, TSX: CLS), a world leader in electronics
manufacturing services (EMS), announced that Stephen W. Delaney
has been appointed Celestica's new chief executive officer (CEO),
effective immediately, by the company's Board of Directors.

Mr. Delaney has been acting as CEO since January 28, 2004, when
Eugene V. Polistuk retired as chairman and CEO. Robert L. Crandall
will remain in the role of chairman of the Board of Directors.

Celestica's Board conducted a thorough review of internal and
external candidates as part of the search for a new CEO. "Since
joining Celestica three years ago, Steve has distinguished himself
as a very strong leader, with a relentless focus on execution and
a demonstrated ability to drive operating performance and build
strong relationships with customers," said Mr. Crandall. "Steve's
strong leadership, his industry expertise, his track record of
operational excellence, as well as his success in defining the way
forward during the transition period, make him the ideal choice to
lead Celestica. The Board looks forward to working closely with
Steve as Celestica moves ahead."

"I am honoured to be selected as Celestica's CEO," said Mr.
Delaney. "I am firmly committed to collaborating with our valued
customers, employees, partners, and the Board to effectively
position Celestica for future success. It will be my pleasure to
lead Celestica's strong team, which is dedicated to working
closely with our customers to meet and exceed their expectations
and deliver results. It is an exciting time in Celestica's history
and I am confident that we have determined the right strategy for
growth and profitability."

Mr. Delaney brings significant industry experience to his new
role. Since joining Celestica in 2001, he has held positions of
increasing responsibility, including president, Americas
Operations. Prior to 2001, he held executive and senior management
roles in operations at Visteon Automotive Systems, AlliedSignal's
Electronic Systems business, Ford's Electronics division, and
IBM's Telecommunications division. Mr. Delaney holds a Masters
degree in Business Administration from Duke University in North
Carolina and a Bachelor of Science degree in Industrial
Engineering from Iowa State University.

                     About Celestica

Celestica is a world leader in the delivery of innovative
electronics manufacturing services (EMS). Celestica operates a  
highly sophisticated global manufacturing network with operations
in Asia, Europe and the Americas, providing a broad range of
integrated services and solutions to leading OEMs (original
equipment manufacturers). A recognized leader in quality,
technology and supply chain management, Celestica provides
competitive advantage to its customers by improving time-to-
market, scalability and manufacturing efficiency.

For further information on Celestica, visit its website at
http://www.celestica.com/

                        *   *   *

As reported in the Troubled Company Reporter's March 31, 2004
edition, Standard & Poor's Ratings Services lowered it long-term
corporate credit rating and unsecured debt on Celestica Inc. to
'BB' from 'BB+'. At the same time, Standard & Poor's lowered its
subordinated debt rating on the company to 'B+' from 'BB-'.
The outlook is negative.

"The ratings on Celestica reflect the continued difficult end-
market conditions and sub par operating performance in the highly
competitive electronic manufacturing services (EMS) sector," said
Standard & Poor's credit analyst Michelle Aubin. These factors are
partially offset by the company's tier-one position in the EMS
sector and longer-term trends favoring electronic manufacturing
outsourcing.

The negative outlook reflects Standard & Poor's expectation that
revenues and operating performance will improve and that negative
free operating cash flow will moderate in fiscal 2004. Any decline
from expectations could result in the ratings being lowered.


COLUMBIA TELECOMM: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Columbia Telecommunications Group, Inc.
        174 Milbar Boulevard
        Farmingdale, New York 11735

Bankruptcy Case No.: 04-12737

Type of Business: The Debtor manufactures high quality, reliable
                  phones.

Chapter 11 Petition Date: April 21, 2004

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Ronald M. Terenzi, Esq.
                  Berkman, Henoch, Peterson & Peddy, PC
                  100 Garden City Plaza
                  Garden City, NY 11530
                  Tel: 516-222-6200
                  Fax: 516-222-6209

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
------                        ---------------       ------------
On Real Limited                                         $925,000
Unit 2003, 20th Floor,
Technology Park
18 On Lai Street
Shatin, Kowloon, Hong Kong

David Giladi                                            $500,000
80-89 Tryon Place
Jamaica Estates, NY 11432

Unicorn Manufacturing Ltd.                              $463,445
Unit 5, 21 Fl., H.K. Worsted
Mills Bldg.
31-39 Wo Tong Tsui Street
Kwai Chung, N.T., Hong Kong

Elelux International, Ltd.                              $368,325
43 Hillwood Road, 2nd Floor
Kowloon, Hong Kong

Sincere Plastic & Metal                                 $216,501
Mold Fly, Ltd.

Warner Bros.                                            $130,667

Consumer Electronics Show                                $85,000

Lionda Technology Co., Ltd.                              $78,950

American River Logistics                                 $68,740

Wai Dick Toy Co.                                         $57,447

Genex Electronics                                        $42,200

BLD Plastic Mould Co.                                    $42,042

Kaplan Thomashower Landau     Legal Fees                 $41,826

Cohesion Freight                                         $39,110

UPS                                                      $33,723

Smallber Sorkin & Co.                                    $29,110

Golden Star Plastic Factory                              $27,600

Genius Link                                              $26,430

Chung Tai Printing Co.                                   $24,533

Hung Park Technology, Ltd.                               $23,755


CONSECO SENIOR: S&P Affirms Junk Ratings & Lifts CreditWatch
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC' counterparty
credit and financial strength ratings on Conseco Senior Health
Insurance Co. (CSH) and removed them from CreditWatch where they
were placed Nov. 19, 2003.

The outlook is stable.

"The ratings were removed from CreditWatch due to the provisions
of an order the company received from the Florida Office of
Insurance Regulation (FOIR) on April 20, 2004," said Standard &
Poor's credit analyst Jon Reichert.

The order from FOIR instructs CSH to provide its home healthcare
policyholders with three options:

     1) retain their current policy with a 50% rate increase,

     2) exchange their current policy for a replacement policy
        with a reduced benefits package and a 25% rate increase,

     3) exchange their current policy for a contingent benefit,
        equal to 100% of the sum of all premiums paid. Also as
        part of the order, CSH is required to maintain an NAIC
        risk-based capital ratio of at least 125%. Given the
        timing specified by FOIR of when policyholders can choose
        an option, the financial effect is will likely not be
        known until the end of 2004.

"The primary reason CSH's removal from CreditWatch negative is
because Standard & Poor's no longer views an 'R' rating as being
imminently applicable to this entity," Mr. Reichert added. Because
policyholders are being given options regarding future benefits,
as opposed to a unilateral replacement by CSH of current policies
with policies providing a lower level of benefits, Standard &
Poor's does not consider this to be a situation where an 'R'
rating is applicable.

In addition, the commitment by CSH to maintain a minimum level of
capitalization should help prevent any immediate further
deterioration in financial strength; however, the 'CCC' rating
reflects the level of uncertainty remaining regarding the future
financial performance of this entity. Although the FOIR order is a
positive event for CSH, it remains to be seen to what extent the
relief granted by it will resolve the excessive claims losses CSH
has experienced in the past several years. Thus, it remains
uncertain to what extent CSH will continue to be a capital drain
from the rest of Conseco's insurance operations, and as to what
extent FOIR's order is a permanent versus a temporary solution for
CSH.


COVANTA TAMPA: Disclosure Statement Hearing Set for May 19
----------------------------------------------------------
At the Covanta Tampa Debtors' request, Judge Blackshear will
convene a hearing to consider the approval of the Disclosure
Statement on May 19, 2004 at 2:00 p.m., prevailing Eastern Time.  
At the Disclosure Statement Hearing, the Debtors will present
evidence to prove that the Disclosure Statement contains adequate
information as required by Section 1125 of the Bankruptcy Code to
enable a hypothetical creditor to make an informed decision
whether to vote to accept or reject their Plan.

The record date for determining the identity of each creditor
entitled to receive a copy of the Disclosure Statement Hearing
Notice, will be 10 days before the mailing of the Disclosure
Statement Hearing Notice.

Objections to the Disclosure Statement must be filed with the
Clerk of the Bankruptcy Court and served to these parties no
later than May 14, 2004, at 4:00 pm, prevailing Eastern Time:

       (i) Cleary, Gottlieb, Steen & Hamilton
           One Liberty Plaza
           New York, NY 10006
           Attn: James L. Bromley, Esq.;

      (ii) Jenner & Block, LLP
           One IBM Plaza,
           Chicago, IL 60611-7603
           Attn: Vincent Lazar, Esq.; and

     (iii) Office of the United States Trustee
           U.S. Department of Justice
           33 Whitehall Street, 21st Floor,
           New York, NY 10004          
           Attn: Brian Masumoto, Esq.

Nothing will constitute a waiver by any party-in-interest to
respond or object during or prior to the Disclosure Statement
Hearing to any amendment or modification to the Disclosure
Statement made later than five days before the Disclosure
Statement Objection Deadline.

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding  
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad. The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).  
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities. (Covanta Bankruptcy News, Issue No.
54; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


CROMPTON CORPORATION: Will Release Q1 2004 Results Tomorrow
-----------------------------------------------------------
Crompton Corporation (NYSE: CK) announces the following Webcast:

    What:     Q1 2004 Crompton Corporation Earnings Release

    When:     Tuesday, April 27, 2004 @ 1:30 p.m. Eastern

    Where:    http://www.firstcallevents.com/service/ajwz405143209gf12.html

    How:      Live over the Internet -- Simply log on to the web
              at the address above.

    Contact:  Lori Kim
              Corporate Communications Specialist
              203-573-2163
              kimlo@cromptoncorp.com

If you are unable to participate during the live webcast, the call
will be archived on the Web site http://www.cromptoncorp.com. To  
access the replay, go to the Investor Relations page.

Crompton Corporation, with annual sales of $2.2 billion, is a
producer and marketer of specialty chemicals and polymer products
and equipment providing the solutions, service and value our
customers need to succeed. It has approximately 5,500 employees
and key manufacturing facilities worldwide. Available in 120
countries, the company products include: polymers, polymer
additives and polymer processing equipment; organofunctional
silanes and specialty silicones; crop protection chemicals,
petroleum additives, and refined products. Crompton's 113 million
outstanding common shares are traded on the New York Stock
Exchange under the symbol CK.

                        *   *   *

As reported in the Troubled Company Reporter's February 6, 2004
edition, Standard & Poor's Ratings Services lowered its corporate
credit rating on Middlebury, Connecticut-based specialty chemicals
and polymer products producer Crompton Corp. to 'BB' from 'BB+',
based on ongoing earnings weakness. The outlook remains negative.
Standard & Poor's said the downgrade reflects the company's weak
earnings performance, which is punishing its already
depressed financial profile.


DENNY'S CORP: S&P's Corporate Credit Rating Tumbles to CCC-
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on family
dining restaurant operator Denny's Corp. The corporate credit
rating was lowered to 'CCC-' from 'CCC+'. The outlook is negative.

The rating actions follow the company's announcement that it has
had discussions with bondholders about a recapitalization, which
includes the exchange of Denny's $592 million 11.25% senior notes
due 2008 into common stock and the refinancing of its $120 million
12.75% senior notes and credit facility. "Completion of this
exchange and refinancing at less than par value would be viewed as
tantamount to a default," said Standard & Poor's credit analyst
Robert Lichtenstein.

Denny's credit facility matures in December 2004, and as of
March 15, 2004, the company had revolver borrowings of $10
million, letters of credit of $35.1 million, and term loans of $40
million outstanding under the facility. The company has needed the
availability on its credit facility to meet its obligations, and
Standard & Poor's believes it may have challenges in refinancing
the facility without a restructuring of its obligations.


DEVELOPERS DIVERSIFIED: Offering $150M Cumulative Preferred Shares
------------------------------------------------------------------
Developers Diversified Realty (NYSE: DDR) announced it has priced
$150 million of Class I Cumulative Redeemable Preferred Shares.

The Class I Preferred Shares have a $25 liquidation value per
depositary share and will pay a 7.5% annual dividend. The Class I
Preferred Shares will be redeemable at par on or after May 7,
2009. The first dividend will be payable on July 15, 2004 and will
be prorated based on the settlement date of May 7, 2004. Proceeds
from the offering will be used primarily to fund the Company's
previously announced portfolio acquisition from Benderson
Development, Inc.

Morgan Stanley and Wachovia Securities acted as joint bookrunning
managers for the Class I Preferred Share offering. Co-managers on
the transaction were A.G. Edwards & Sons, Inc., Citigroup, and
Deutsche Bank Securities.

Developers Diversified owns and manages approximately 360 retail
operating and development properties totaling over 82 million
square feet of real estate in 44 states. Developers Diversified is
a self-administered and self-managed real estate investment trust
(REIT) operating as a fully integrated real estate company which
develops, leases and manages shopping centers. You can learn more
about Developers Diversified at http://www.ddr.com/

                         *   *   *

As reported in the Troubled Company Reporter's April 7, 2004
edition, Fitch affirmed Developers Diversified Realty's ratings at
'BBB-' for $833 million outstanding senior unsecured notes due
2004 through 2018, and 'BB+' for $535 million outstanding
preferred stock for the real estate investment trust, following
the company's announcement to acquire a $2.3 billion retail
portfolio,. The Rating Outlook is Stable.


ELDORADO RESORTS: S&P Rates $64.7 Million Senior Notes at B+
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to the
$64.7 million 9% senior notes due 2014 to be issued jointly by
Eldorado Resorts LLC and Eldorado Capital Corp. Proceeds from the
issuance of these notes and borrowings under the company's senior
secured credit facility will be utilized to redeem the outstanding
$64 million 10.5% senior subordinated notes due 2006. Standard &
Poor's expects to withdraw its existing rating on these notes upon
completion of the announced tender offer.

At the same time, the 'B+' corporate credit rating was affirmed.
The outlook is negative. Pro forma for this offering, Reno, Nev.-
based Eldorado had approximately $79 million in debt outstanding
at Dec. 31, 2003.

"The ratings on Eldorado reflect limited cash flow diversity in
operating a single property and negative market trends affecting
the Reno market, particularly given the expansion of Native
American gaming in northern California," said Standard & Poor's
credit analyst Peggy Hwan. "These factors partially are offset by
the property's good position within the market."

Eldorado Resorts owns and operates the Eldorado Hotel & Casino. In
addition, through a wholly owned subsidiary, it is a 50% owner of
the Silver Legacy Resort Casino, a hotel and casino adjacent to
the Eldorado.


EMMIS OPERATING: S&P Assigns B+ Rating to $1B Sec. Debt Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Indianapolis, Indiana-based Emmis Operating Company's proposed
$1 billion secured credit facility. A recovery rating of '2' also
was assigned, indicating a strong likelihood of substantial (80%-
100%) recovery of principal in the event of a default.

At the same time, Standard & Poor's assigned its 'B-' rating to
the company's proposed $350 million subordinated notes.
Transaction proceeds are expected to be used to refinance existing
debt.

The ratings on parent company Emmis Communications Corp.,
including its 'B+' long-term corporate credit rating, are
affirmed. The outlook is stable.

Indianapolis, Indiana-based radio and television broadcaster Emmis
had total debt outstanding of approximately $1.3 billion at its
fiscal year end Feb. 28, 2004.

"The proposed transaction significantly reduces interest expense,
which is expected to boost Emmis' discretionary cash flow and its
EBITDA to interest coverage ratio," said Standard & Poor's credit
analyst Alyse Michaelson. Borrowings under the proposed credit
facilities and proceeds from the proposed subordinated notes are
expected to be used to refinance the company's existing credit
agreement, 8.125% subordinated notes, and 12.5% discount notes.

The ratings on Emmis continue to reflect high financial risk from
debt-financed acquisitions, a competitive radio and television
advertising environment, somewhat less station portfolio diversity
than many of its peers, and the presence of much larger operators
in key markets. These factors are only partially offset by the
competitive positions of the company's large-market radio
operations, good discretionary cash flow generating capability of
the broadcasting business, a track record of boosting performance
at acquired radio and television stations, and strong
station asset values, particularly in large markets.


ENRON CORPORATION: Court Approves 8 Retail Contract Settlements
---------------------------------------------------------------
Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure and the Order Establishing and Authorizing Procedures
for Settlement of Amounts Due Under Certain Retail Customer
Contracts, the Enron Corporation Debtors sought and obtained the
Court's approval of their settlement agreements with eight
Contract Counterparties:

1. With Enron Energy Services, Inc.

   -- Tyco Electronics Corporation,
   -- New United Motor Manufacturing, Inc.,
   -- Golden Coast Nursery LLC,
   -- Applied Materials, Inc., and
   -- Solo Cup Company.

2. With Enron Energy Marketing Corporation  
  
   -- Teradyne, Inc.

3. With EESI and Clinton Energy Management Services, Inc.

   -- M&B Industrial Gas Development Company

4. With EESI and EEMC
  
   -- Homestake Mining Company of California
  
Edward A. Smith, Esq., at Cadwalader, Wickersham & Taft, in New
York, relates that the Debtors entered into various transactions
with the Counterparties for the supply of electric energy.  After
their bankruptcy petition, the Debtors reached an agreement with
each of the eight Counterparties to terminate the Retail
Contracts through the entry of a Settlement Agreement.

Mr. Smith informs Judge Gonzalez that the eight Settlement
Agreements provide for the payments the Counterparties owe to the
Debtors under the Contracts.  In addition, the Parties will
exchange mutual releases of all obligations related to the
Contracts when the payments are made.  These terms were also
reached with the particular Counterparty:

   (a) Tyco's Claim No. 11397, New United's Proofs of Claim
       filed in connection with the terminated Contract and
       Homestake's Proof of Claim for $478,624 and $281,010 will
       be deemed irrevocably withdrawn with prejudice, and to
       the extent applicable expunged and disallowed in their
       entirety; and

   (b) M&B transfers, assigns and sets over a $361,774 Scheduled
       Claim to EESI and Claim No. 22968 for $93,637 to Clinton.

According to Mr. Smith, the Settlement Agreements:

    (a) allow the Debtors to capture the reasonable equivalent
        value of the Contracts for their estates and creditors;
        and

    (b) enable the Debtors and the Counterparties to avoid
        potential future disputes and litigation regarding the
        termination payments due pursuant to the Contracts. (Enron
        Bankruptcy News, Issue No. 105; Bankruptcy Creditors'
        Service, Inc., 215/945-7000)


EUROFRESH INC: S&P Rates Corporate Debt at B with Stable Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Willcox, Arizona-based fresh produce company
EuroFresh Inc. At the same time, Standard & Poor's assigned its
'B+' bank loan rating and its '1' recovery rating to the company's
proposed $20 million first-priority senior secured bank loan due
2009. The first priority bank loan is rated one notch above the
corporate credit rating; this and the '1' recovery rating indicate
that lenders can expect full (100%) recovery of principal in the
event of a default or bankruptcy.

In addition, Standard & Poor's assigned its 'CCC+' bank loan
rating and its '4' recovery rating to the company's proposed $100
million second-priority senior secured bank loan due 2010. The
second priority bank loan is rated two notches below the corporate
credit rating; this and the '4' recovery rating indicate that
lenders can expect marginal recovery of principal (25%-50%) in the
event of a default or bankruptcy. The ratings are based on
preliminary offering statements and subject to review upon final
documentation.

Proceeds from the new bank loans will be used to refinance the
company's existing indebtedness of about $63.4 million and to
redeem about $33.6 million of the company's outstanding Series A
preferred stock.

The outlook is stable. Standard & Poor's estimates that EuroFresh
will have about $100 million of total debt and $16.7 million of
preferred stock outstanding at closing.

"The ratings on EuroFresh reflect its narrow business focus,
limited size, customer concentration, and leveraged financial
profile," said Standard & Poor's credit analyst David Kang.
"Somewhat mitigating these factors are the company's leading
position in the niche greenhouse segment of the fresh tomato
produce category and its strong EBITDA margins."

EuroFresh is a producer and marketer of fresh greenhouse-grown
tomatoes in the U.S. Despite this narrow business focus, EuroFresh
is the market leader in the niche segment of the U.S. fresh tomato
produce category with a market share of about 12% of this category
by volume. Still, with only $72 million of net sales in fiscal
2003, EuroFresh is a very small participant in the $80 billion
U.S. fresh produce industry. Customer concentration is a rating
concern as the company's top five retailers and top three
distributors represented about two-thirds of fiscal 2003 sales,
and the company's largest customer represented close to 20% of
fiscal 2003 sales.


EXIDE TECH: Wants To Expand Scope of Patton Boggs' Employment
-------------------------------------------------------------
Exide Technologies seeks the Court's authority to expand the scope
of Patton Boggs' employment to include:

   (a) defending certain actions filed against the Debtors which  
       are presently stayed, including state court actions  
       involving products liability claims; and

   (b) prosecuting certain collection cases including avoidance  
       actions in the Bankruptcy Court.

For the additional special counsel matters, James E. O'Neill,  
Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub, PC,  
in Wilmington, Delaware, informs the Court that different  
compensation structures are proposed.  The compensation structure  
for the Collection Cases is a modified contingent fee.  The  
Debtors would pay Patton Boggs:

   * 33% of all recoveries up to $2,400,000;

   * 25% of all recoveries between $2,400,000 and $4,000,000; and

   * 20% of all recoveries above $4,000,000.

In addition, Exide would pay Patton Boggs with an initial $50,000  
retainer to use as seed money to investigate the first group of  
42 preference cases released to Patton Boggs.

The compensation structure for the Stayed Actions is an hourly  
billing arrangement.  The firm's current hourly rates are:  
  
         Partners                   $340 - 540  
         Associates                  180 - 325  
         Legal Assistants             50 - 130

Headquartered in Princeton, New Jersey, Exide Technologies is the
world-wide leading manufacturer and distributor of lead acid
batteries and other related electrical energy storage products.  
The Company filed for chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, represent the Debtors
in their restructuring efforts.  On April 14, 2002, the Debtors
listed $2,073,238,000 in assets and $2,524,448,000 in debts.
(Exide Bankruptcy News, Issue No. 45; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


EXTENDICARE HEALTH: Completes Sale of $125M Sr. Subordinated Notes
------------------------------------------------------------------
Extendicare Health Services, Inc. announced that it has closed its
sale of $125 million aggregate principal amount of its 6.875%
Senior Subordinated Notes due 2014. The 2014 Notes were issued at
a price of 97.5001% of par to yield 7.23%. Maturing on May 1,
2014, the 2014 Notes are unsecured senior subordinated
indebtedness and are guaranteed by all existing and future
significant subsidiaries of EHSI.

EHSI is a wholly owned subsidiary of Extendicare Inc. (TSX: EXE
and EXE.A; NYSE: EXE.A).

The net proceeds from the sale and issuance of the 2014 Notes were
approximately $117.4 million (net of discount of $3.1 million and
fees and expenses of $4.5 million). EHSI will use these net
proceeds, together with borrowings under its amended and restated
credit facility and cash on hand, to purchase for cash any and all
of the outstanding $200 million aggregate principal amount of
9.35% Senior Subordinated Notes due 2007 (the "2007 Notes")
tendered in the tender offer that EHSI commenced on April 5, 2004,
to redeem any 2007 Notes not tendered in the tender offer and to
pay related fees and expenses of the tender offer and redemption.

The 2014 Notes were sold to qualified institutional buyers in
reliance on Rule 144A and outside the United States in compliance
with Regulation S under the Securities Act of 1933, as amended.
The 2014 Notes have not been registered under the Securities Act
and may not be offered or sold by holders thereof without
registration unless an exemption from such registration
requirements is available.

In connection with the 2014 Notes offering, EHSI also amended and
restated its existing senior secured revolving credit facility to,
among other things, extend the maturity date by two years to June
28, 2009 and increase the total borrowing capacity from $105
million to $155 million.

Extendicare Health Services, Inc. of Milwaukee, Wisconsin is a
wholly owned subsidiary of Extendicare Inc. Through its
subsidiaries, Extendicare Inc. operates 267 long-term care
facilities across North America, with capacity for over 27,800
residents. As well, through its operations in the United States,
Extendicare offers medical specialty services such as subacute
care and rehabilitative therapy services, while home health care
services are provided in Canada. The Company employs 35,800
people in the United States and Canada.

As reported in the Troubled Company Reporter's April 14, 2004
edition, Standard & Poor's Ratings Services assigned its 'BB-'
bank loan rating to nursing home company Extendicare Health
Services Inc.'s (EHSI) new senior secured credit facility due June
2009. A recovery rating of '1' also was assigned to the facility,
indicating the expectation for a full recovery of principal in
the event of a default.

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

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

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


FEDERAL-MOGUL: A.T. Kearney to Continue as Consultant
-----------------------------------------------------
James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young &
Jones, P.C., in Wilmington, Delaware, relates that the Official
Committee of Unsecured Creditors proposed the use of A.T.
Kearney, Inc., to assess the Federal-Mogul Corporation Debtors'
manufacturing and materials sourcing processes and identify
potential cost savings.  On July 30, 2003, the Court instructed
the Debtors to comply with the Creditors Committee's request.  

Accordingly, in the fourth quarter 2003, A.T. Kearney performed
consulting services characterized as Phase I, including the:

   (a) review of the Debtors' strategic plan with emphasis on
       improvements in SG&A, material sourcing, working capital,
       and asset productivity;

   (b) identification of opportunities impacting EBITDA and
       return on total assets; and

   (c) prioritization of improvement opportunities in the order
       of estimated economic benefit, timing of realized benefit,
       and cost of implementation.

A.T. Kearney carried out Phase I at no charge to the Debtors'
estates.

At present, the Debtors agreed to A.T. Kearney's performance of
Phase II of the consulting services as requested by the Creditors
Committee.  The Creditors Committee's request is supported by:

   * the Agent for the Debtors' prepetition secured lenders;

   * the Official Committee of Asbestos Claimants;

   * the Official Committee of Equity Security Holders; and

   * the Legal Representative for Future Claimants.

Accordingly, the Debtors and the Creditors Committee sought and
obtained the Court's authority to enter into a letter agreement,
wherein A.T. Kearney will provide consulting services starting up
Phase II of its initiative and implement cost savings
opportunities identified during Phase I.

Under Phase II, A.T. Kearney will:

   (a) develop the Operating Asset Effectiveness work stream in
       the Debtors' manufacturing plants for the purpose of
       identifying, prioritizing and driving cost savings in six
       plants.  The systems developed for the six plants will
       then be deployed at other plants through a series of
       rollouts;

   (b) validate incremental plant consolidations and determine
       profitability impact as a result of the Phase I Lean Asset
       Structure recommendations as to plant rationalizations;
       and

   (c) assist the Debtors in reducing materials costs by:

         (1) piloting "Right Side" sourcing;

         (2) reengineering and developing a supplier launch
             process;

         (3) developing process, training and schedule for
             utilizing e-tools; and

         (4) developing strategy for data management.

David Pouliot, Federal-Mogul's Strategic Planning Director,
explains that the services during Phase II will be divided into
work streams.  Project teams will be formed for each of the work
streams.  The teams will be led by a relevant Federal-Mogul
Corporation executive and supported by an A.T. Kearney consultant
knowledgeable in the functional area.  Federal-Mogul, as the
Steering Champion, will receive progress reviews from A.T.
Kearney every two weeks to assess the progress of the project
teams.  While A.T. Kearney will install a project leader to
provide support to management, the Debtors will assign a Federal-
Mogul executive to serve as the overall project leader
responsible for day-to-day activities.  Thus, while A.T. Kearney
will provide planning, analysis and support for the Phase II
initiatives, the Debtors will ultimately decide which initiatives
to implement.

Mr. O'Neill relates that after the completion of Phase II, A.T.
Kearney will submit a proposal for Phase III activities.  Phase
III will largely entail the second wave of rollouts for OAE
implementation.  The Debtors' personnel who will have access to
A.T. Kearney coaching support will lead the second wave.  If the
proposed commencement of Phase III occurs during the Debtors'
Chapter 11 cases, the Debtors and the Creditors Committee will
ask the Court to approve any further services to be performed by
A.T. Kearney.

Mr. O'Neill adds that A.T. Kearney will charge a flat fee for its
services during Phase II.  The total fee and expenses for the
services is $8,200,000, to be paid in four installments.  The
first invoice will be submitted during the month the project
commences.  

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


FIRST CONCERN INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: First Concern, Inc.
        aka First Concern, a NJ Human Services Organization
        450 Main Street, 3rd Floor
        Metuchen, New Jersey 08840

Bankruptcy Case No.: 04-23825

Type of Business: The Debtor is a non-profit human service
                  organization and registered charity.
                  See http://www.firstconcern.org/

Chapter 11 Petition Date: April 22, 2004

Court: District of New Jersey (Newark)

Debtor's Counsel: Barry W. Frost, Esq.
                  Teich Groh
                  691 State Highway 33
                  Trenton, NJ 08619-4407
                  Tel: 609-890-1500

Total Assets: $1,570,169

Total Debts:  $702,014

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
State of NJ - DYFS                         $274,000
PO Box 717
Trenton NJ 08625

Andrus Foundation                           $60,000

King's Road Office Co.                      $39,150

Charles Roy                                 $32,000

American Express                            $18,218

Flexi Leasing, Inc.                         $17,316

Frizell & Samuels                           $11,100

Edison Village                               $8,713

Woodwest Realty                              $7,460

Verizon                                      $5,920

Blueberry Village                            $5,350

Sovereign Bank                               $5,000

Target Stores Division                       $3,919

Nextel                                       $3,687

Raritan/Del Park                             $3,000

Viking Office Products                       $2,763

HACBM                                        $2,678

Verizon Wireless                             $1,711

MCI                                          $1,465

Competent Carpet & Upholstery                $1,421


FIRST DELTAVISION: Ramirez Replaces Pritchett Siler as Accountants
------------------------------------------------------------------
On March 1, 2004, First DeltaVision, Inc. dismissed Pritchett,
Siler & Hardy as its independent accountants, and has engaged
Ramirez International as its independent accountants.

The accountant's reports of Pritchett, Siler & Hardy on First
DeltaVision's financial  statements as of, and for, the year ended
June 30, 2003 stated that the Company has incurred losses since
inception, had current liabilities in excess of current assets and
has not yet been successful in establishing profitable operations,
and that these factors raised substantial doubt about First
DeltaVision's ability to continue as a going concern.

The decision to change accountants from Pritchett, Siler & Hardy
to Ramirez International was approved by the Company's Board of
Directors.

First DeltaVision engaged Ramirez International on March 1, 2004.


FLAGSTONE: Fitch Affirms BB Rating on $12.9 Mil. Class B-1 Notes
----------------------------------------------------------------
Fitch Ratings affirms three classes of notes issued by Flagstone
CBO 2001-1 LTD/ Flagstone CBO 2001-1 Corp. These affirmations are
the result of Fitch's review process. The following rating actions
are effective immediately:

          --$170,250,000.00 class A-1L notes 'AAA';

          --$72,500,000.00 class A-2L notes 'AAA';

          --$12,969,106.23 class B-1 notes 'BB'.

The ratings of the class A-1L and A-2L notes, both guaranteed for
interest and principal by XL Capital Assurance Inc., address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date. The rating
of the class B-1 note addresses the likelihood that investors will
receive ultimate and compensating interest payments, as per the
governing documents, as well as the stated balance of principal by
the legal final maturity date of Nov. 15, 2013. Flagstone which
closed Oct. 18, 2001, is a collateralized debt obligation (CDO)
managed by Pareto Partners. Flagstone is composed of primarily
high yield bonds. Included in this review, Fitch discussed the
current state of the portfolio with the asset manager and their
portfolio management strategy going forward. In addition, Fitch
conducted cash flow modeling utilizing various default timing and
interest rate scenarios.

Since close, the collateral has continued to perform in line with
Fitch's original ratings expectations. The class A
overcollateralization (OC) ratio has deteriorated slightly from
116% as of Oct. 19, 2001 to approximately 113% as of the most
recent trustee report dated April 2, 2004. As of April 2, 2004,
Flagstone's defaulted assets represented 4% of the $276.7 million
of total collateral. Assets rated 'CCC+' or lower represented
approximately 14% of the aggregate principal amount of portfolio
collateral plus eligible investments from principal proceeds.

Flagstone contains a feature called an additional collateral
deposit requirement. This structural feature functions similar to
an OC test with 'CCC' asset over-concentration penalties and a
107.5% minimum OC ratio. During the revolving period, the amount
necessary to cure this test is applied 25% to redeem the class B-1
notes and 75% to purchase new collateral. During the amortization
period the 75% is applied to redeem all the notes sequentially. To
date, approximately $2 million has been used to redeem the class
B-1 notes and $6.1 million to purchase additional collateral.
Finally, Flagstone is underhedged by $42.75 million which has
provided additional benefits during the low interest rate
environment.

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates going forward relative to the minimum cumulative
default rates required for the rated liabilities. As a result of
this analysis, Fitch has determined that the original ratings
assigned to the class A-1L, A-2L and B-1 notes still reflect the
current risk to noteholders.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


GE CAPITAL: Fitch Downgrades Ratings on 5 Series 2000-1 Classes
---------------------------------------------------------------
GE Capital Commercial Mortgage Corp.'s commercial mortgage pass-
through certificates, series 2000-1 are downgraded by Fitch
Ratings as follows:

          --$6.2 million class H to 'BB-' from 'BB';
          --$5.3 million class I to 'B+' from 'BB-';
          --$7.1 million class J to 'B-' from 'B+';
          --$6.2 million class K to 'CC' from 'B';
          --$6.2 million class L to 'C' from 'CCC'.

The following classes are affirmed by Fitch:

          --$84.1 million class A-1 'AAA';
          --$429.2 million class A-2 'AAA';
          --Interest only class X 'AAA';
          --$28.3 million class B 'AA';
          --$31.8 million class C 'A';
          --$8.8 million class D 'A-';
          --$23 million class E 'BBB';
          --$8.8 million class F 'BBB-';
          --$23.9 million class G 'BB+'.

Fitch does not rate the $7 million class M.

The rating actions follow Fitch's review of the transaction, which
closed in December 2000. The downgrades are due to the expected
losses on two of the specially serviced loans, which will have a
negative impact on the credit enhancement levels.

As of the April 2003 distribution date, the pool's aggregate
balance has been reduced by 4.5%, to $675.8 million compared to
$707.3 million at issuance. The certificates are collateralized by
101 commercial and multifamily mortgages, with concentrations in
retail (25%) and office (24%). The properties are located in 28
states with the largest concentrations in California (19%) and
Texas (17%).

There are currently four loans (5.5%) in special servicing. The
Holiday Inn-Mansfield (2.4%) is a 202-room full-service hotel
located in Mansfield, Massachusetts. The loan is currently 90+
days delinquent due to a decline in catering/conference room
reservations, and an overall decline in performance due to the
economy. Fitch projects a significant loss on this loan will be
realized within the next several months.

Another concern is the Equitable Office building (1.7%) located in
Des Moines, Iowa. As of the April remittance date, the loan is not
delinquent. Recent appraisal values indicate a sizable loss upon
disposition of the asset, which Fitch projects will occur within
the next six to twelve months.

Fitch reviewed the credit assessment of the pool's only credit
assessed loan. The Equity Inns portfolio is a $34.9 million loan
(5.1%) secured by nine cross-collateralized and cross-defaulted
limited service hotels. Eight of the hotels are flagged as Hampton
Inns and one is flagged as a Residence Inn. Fitch maintains an
investment grade rating on this loan based on data provided by the
master servicer, GEMSA Loan Services.


GE COMMERCIAL: Fitch Assigns Low-B Ratings to 8 2004-C2 Classes
---------------------------------------------------------------
GE Commercial Mortgage Corporation's commercial mortgage pass-
through certificates, series 2004-C2, are rated by Fitch Ratings
as follows:

          --$80,276,000 class A-1 'AAA';
          --$125,753,000 class A-2 'AAA';
          --$73,388,000 class A-3 'AAA';
          --$574,549,000 class A-4 'AAA';
          --$309,097,000 class A-1A 'AAA';
          --$1,376,407,095 class X-1* 'AAA';
          --$1,330,093,000 class X-2* 'AAA';
          --$41,293,000 class B 'AA';
          --$17,205,000 class C 'AA-';
          --$25,807,000 class D 'A';
          --$15,485,000 class E 'A-';
          --$18,926,000 class F 'BBB+';
          --$17,205,000 class G 'BBB';
          --$18,925,000 class H 'BBB-';
          --$10,323,000 class J 'BB+';
          --$8,603,000 class K 'BB';
          --$6,882,000 class L 'BB-';
          --$5,161,000 class M 'B+';
          --$5,162,000 class N 'NR';
          --$3,441,000 class O 'NR';
          --$18,926,095 class P 'NR';
          --$3,249,000 class PPL-1 'BBB-';
          --$3,331,000 class PPL-2 'BBB-';
          --$4,990,000 class PPL-3 'BB+';
          --$6,400,000 class PPL-4 'BB-';
          --$4,016,000 class PPL-5 'B+';
          --$4,864,000 class PPL-6 'B'.
            *Interest-Only

Classes A-1, A-2, A-3, A-4, B, C, D, and E are offered publicly,
while classes X-1, X-2, A-1A, F, G, H, J, K, L, M, N, O, P, PPL-1,
PPL-2, PPL-3, PPL-4, PPL-5, and PPL-6 are privately placed
pursuant to rule 144A of the Securities Act of 1933. The
certificates represent beneficial ownership interest in the trust,
primary assets of which are 119 fixed-rate loans having an
aggregate principal balance of approximately $1,376,407,096 as of
the cutoff date.


GENTEK INC: Stockholders' Meeting on May 12 in Southfield, Mich.
----------------------------------------------------------------
GenTek, Inc., will hold its annual meeting of stockholders on
Wednesday, May 12, 2004, at 2:00 p.m., Eastern Time, at 200
Galleria Officentre in Southfield, Michigan.

GenTek, Inc.'s Chairman of the Board of Directors, John G.
Johnson, Jr., relates that the matters to be considered by the
holders of GenTek common stock at the Annual Meeting are:

   (a) a proposal to elect two Class I directors to serve until
       the 2007 annual meeting of stockholders or until their
       successors are elected and duly qualified;

   (b) a proposal to ratify the appointment of Deloitte & Touche,
       LLP, as independent auditors for GenTek for fiscal year
       2004; and

   (c) any other business that may properly come before the
       Annual Meeting or any adjournment of the annual meeting.

According to Mr. Johnson:

   -- only stockholders of record at the close of business on
      April 5, 2004 will be entitled to receive notice of, and
      to vote at, the Annual Meeting;

   -- whether or not a stockholder plans to attend the Annual
      Meeting in person, the proxy card must be completed, dated
      and signed, and returned promptly in the envelope provided,
      which requires no postage if mailed in the U.S.; and

   -- record holders of shares who intend to attend the meeting
      may withdraw the proxy and vote in person. (GenTek
      Bankruptcy News, Issue No. 31; Bankruptcy Creditors'       
      Service, Inc., 215/945-7000)


GRENADA MANUFACTURING: 3-Member Creditors' Committee Appointed
--------------------------------------------------------------
The United States Trustee for Region 5 appointed three creditors
to serve on an Official Committee of Unsecured Creditors in
Grenada Manufacturing, LLC's Chapter 11 case:

      1. Chris Bell
         HUGHES PARKER INDUSTRIES, LLC
         Interim Chair of the Committee
         P.O. Box 460
         Lawrenceburg, TN 38464
         Tel: 931 762 9403 Ext. 204
         Fax: 931 762 9428

      2. April Du
         TOBUTSU AMERICAN CORPORATION
         12636 Clark Street
         Santa Fe Spring, California 90670
         Tel: 562 946 6064
         Fax: 562 946 6814

      3. Bobby Avery
         C.B.A. TRUCKING
         P.O. Box 651
         Grenada, MS 38902
         Tel: 662 227 1522
         Fax: 662 227 1244

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 Grenada, Mississippi, Grenada Manufacturing, LLC,
filed for chapter 11 protection on April 5, 2004 (Bankr. N.D.
Miss. Case No. 04-12077).  Craig M. Geno, Esq., at Harris & Geno
PLLC represents the Debtor in its restructuring efforts. When the
Company filed for protection from its creditors, it listed both
estimated debts and assets of over $10 million.


GRENADA MANUFACTURING: Section 341(a) Meeting Slated for May 24
---------------------------------------------------------------
The United States Trustee will convene a meeting of Grenada
Manufacturing, LLC's creditors at 11:30 a.m., on May 24, 2004 at
Oxford City Hall, Second Floor Courtroom, 107 South Lamar Street,
Oxford, Mississippi.  This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Grenada, Mississippi, Grenada Manufacturing, LLC,
filed for chapter 11 protection on April 5, 2004 (Bankr. N.D.
Miss. Case No. 04-12077).  Craig M. Geno, Esq., at Harris & Geno
PLLC represents the Debtor in its restructuring efforts. When the
Company filed for protection from its creditors, it listed both
estimated debts and assets of over $10 million.


HAYNES INT'L: Court Gives Final Nod on $100 Million DIP Financing
-----------------------------------------------------------------
Haynes International, Inc. has received final Bankruptcy Court
approval of a $100 million debtor-in-possession (DIP) credit
facility that is being provided by Congress Financial Corporation
(Central) as Agent. As previously announced, Congress has also
committed to provide the Company with exit financing on terms
similar to those contained in the DIP credit facility approved by
the Bankruptcy Court.

On March 29, 2004, Haynes announced that it had filed a voluntary
petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Indiana Case No. 04-05364 -AJM). On
that day, the Court granted interim approval of the DIP financing
and allowed Haynes to use up to $90 million of the credit
facility. The Court held a hearing on April 22, 2004, after which
it granted final approval of the DIP financing.

"We are very pleased with the Court's final approval of our DIP
financing, which will enable us to continue to operate without
interruption during the Chapter 11 process," said Francis Petro,
Haynes' Chief Executive Officer. "The DIP credit facility will
allow us to maintain our operations, pay employees, purchase goods
and services from our suppliers, and deliver products to our
customers."

Petro added, "We are grateful for the support of our lenders and
the confidence they have displayed in Haynes by meeting our
financing needs. We have arranged financing that will provide
Haynes with sufficient liquidity to meet our business needs not
only during our restructuring but upon our emergence from Chapter
11 as well.

"We have made excellent progress in the first few weeks of our
Chapter 11 restructuring efforts. We continue to be optimistic
that we will be able to finalize a Plan of Reorganization in the
next few weeks, and emerge from Chapter 11 by the end of the year
at the latest," Petro said.

Haynes International, Inc. is a leading developer, manufacturer
and marketer of technologically advanced, high performance alloys,
primarily for use in the aerospace and chemical processing
industries.


HENDRIX MANUFACTURING: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Hendrix Manufacturing Company, Inc.
        P.O. Box 919
        Mansfield, Louisiana 71052

Bankruptcy Case No.: 04-11298

Type of Business: The Debtor manufactures excavator and dragline
                  buckets.  See http://www.hendrixmfg.com/

Chapter 11 Petition Date: April 16, 2004

Court: Western District of Louisiana (Shreveport)

Judge: Stephen V. Callaway

Debtor's Counsel: Robert W. Raley, Esq.
                  290 Benton Road Spur
                  Bossier City, LA 71111
                  Tel: 318-747-2230
                  Fax: 318-747-0106

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
------                        ---------------       ------------
Stephan P. McKinley, Pres.                              $209,340

Porter Warner, Inc.                                     $121,038

Stewart, Estes & Donnell,                                $60,008
Attys.

Universal Demolishing &                                  $59,836
Recycling Co., Inc.

Bearing Service & Supply Inc                             $57,592

Roadway Express                                          $48,768

CLECO                                                    $41,956

Stuart C. Irby Co., Inc.                                 $35,187

Southeastern Freight Lines,                              $30,381
Inc.

Redball Oxygen Co., Inc.                                 $26,708

Webb Industries, Inc.                                    $25,506

HOL-MAC Corporation                                      $22,567

Ranger Steel Supply Corp.                                $21,907

Jasper Jeep Sales, Inc.       2004 Dodge Intrepid        $20,206

U P S Service                                            $14,062

LWB Refractories                                         $13,291

Hydraquip Corporation                                    $10,467

Air Liquide America, LP                                   $9,846

Billie Jo McCloud, Mgr of                                 $9,690
Kansas City Southern Lines

Steven J. Fraunhofer                                      $7,544


IMCOR PHARMACEUTICAL: Going Concern Ability is in Doubt
-------------------------------------------------------
IMCOR Pharmaceutical Co. (Nasdaq:ICPHC), formerly known as
Photogen Technologies Inc., reported its results from operations
for the full year ended Dec. 31, 2003.

For the year, the company reported a net loss applicable to common
shareholders, after preferred dividends, of $23,840,000, or $1.24
per share. Cash at year end was $1,657,000. The company's
financial statements have been prepared assuming that it will
continue as a going concern. The company has reported accumulated
losses since inception of $51,519,000, which raises substantial
doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

IMCOR has and will continue to seek additional financing through
the sale of its securities and other means. To this end, on April
14, 2004 IMCOR announced the receipt of binding commitments for
$10 million in a private placement equity financing. In order to
comply with Nasdaq regulations, the company will close the
transaction in two tranches as shares issuable in this financing
will exceed 20% of the company's common stock outstanding. The
company issued approximately 2,650,000 shares of its common stock,
together with the associated warrants at the first closing, with
the balance to be issued upon receiving shareholder approval.

                        About IMCOR

IMCOR Pharmaceutical Co. is a specialty pharmaceutical company
developing and marketing a platform of innovative imaging
products. Its FDA approved product, Imagent, is indicated for use
in patients with suboptimal echocardiograms to opacify the left
ventricle and thereby improve visualization of the main pumping
chamber of the heart, and to improve delineation of the
endocardial borders (walls) of the heart. As a result, ultrasound
with Imagent may better distinguish normal and abnormal heart
structure and function -- two critical indicators of cardiac
health. Imagent is manufactured from synthetic materials, and
packaged as a dry powder in a ready-to-use kit that is stored at
room temperature.

IMCOR's development programs use a versatile iodinated
nanoparticulate formulation that shows promise as a subcutaneous,
intravenous or intra-arterial agent for both cardiovascular
imaging and lymphography (the diagnosis of cancer metastasizing to
lymph nodes). PH-50 has potential benefits when used with
conventional or computed tomography (CT) angiography to address
the need for early detection of coronary artery disease, cancer
and other diseases affecting the body's arteries and organs. N1177
has potential applications for the diagnosis and staging of
cancers such as breast, prostate, lung, melanoma, uterine,
cervical, and head and neck cancer.


ISTAR FINANCIAL: Records $53.8 Million Net Loss in First Quarter
----------------------------------------------------------------
iStar Financial Inc. (NYSE: SFI) reported that adjusted earnings
(loss) for the quarter ended March 31, 2004 were ($0.25) per
diluted common share, compared to $0.78 per diluted common share
for the quarter ended March 31, 2003. Adjusted earnings (loss)
allocable to common shareholders for first quarter 2004 were
($26.6) million on a diluted basis, compared to $78.8 million for
first quarter 2003. The first quarter 2004 results include $127.4
million of previously-announced stock-based compensation, senior
notes and preferred stock redemption charges.

Excluding the charges, adjusted earnings per diluted common share
and aggregate adjusted earnings for the first quarter 2004 would
have been $0.86 and $96.8 million, respectively. Adjusted earnings
represents net income (loss), computed in accordance with GAAP,
adjusted for joint venture income, preferred dividends,
depreciation, amortization and gain (loss) from discontinued
operations.

Net income (loss) allocable to common shareholders for the first
quarter was ($53.8) million, or ($0.50) per diluted common share,
compared with $58.2 million, or $0.58 per diluted common share, in
the first quarter of 2003. Excluding the first quarter charges,
net income allocable to common shareholders and per diluted common
share would have been $71.5 million and $0.64, respectively.
Please see the financial tables which follow the text of this
press release for a detailed reconciliation of adjusted earnings
to GAAP net income.

Net investment income for the quarter ended March 31, 2004
increased to a record $93.1 million, up 8.4% from $85.9 million
for the first quarter of 2003. Net investment income represents
interest income, operating lease income and equity in earnings
from joint ventures and unconsolidated subsidiaries, less interest
expense, operating costs for corporate tenant lease assets and
loss on early extinguishment of debt, in each case as computed in
accordance with GAAP.

For the quarter ended March 31, 2004, excluding the $127.4 million
of charges, iStar Financial generated returns on average book
assets and average common book equity of 6.2% and 20.0%,
respectively, while leverage was 1.7x debt to book equity plus
accumulated depreciation and loan loss reserves, all as determined
in accordance with GAAP.

iStar Financial announced that during the first quarter, it closed
14 new financing commitments for a total of $948.8 million, of
which $710.8 million was funded during the quarter. In addition,
the Company funded $16.6 million under 10 pre-existing commitments
and received $144.9 million in principal repayments. The Company's
recent transactions continue to reflect its core business strategy
of originating custom-tailored financing transactions for leading
corporations and private owners of high-quality commercial real
estate assets across the United States.

Jay Sugarman, iStar Financial's chairman and chief executive
officer, stated, "This quarter iStar Financial continued to
deliver customized capital to high-end owners of commercial real
estate throughout the U.S. Increasingly, sophisticated real estate
owners are recognizing the value that iStar Financial brings to
them as a flexible, on-balance sheet lender who provides one-call
responsiveness to their needs throughout the life of their
investment."

Mr. Sugarman continued, "We are beginning to see some indications
of an improving economy and stabilizing real estate fundamentals
in many sectors. As a result, the commercial real estate sector is
attracting large amounts of capital, and we are seeing signs that
some of this capital may be too aggressively pricing risk in
certain segments of the market. We have always invested our
Company's capital with a clear view as to where the best
opportunities in the market are, and our disciplined underwriting
approach has helped us avoid mispricing our capital in overheated
markets. If capital remains plentiful and risk/return becomes
unattractive, investors may see us pull back from certain markets
until risk becomes more appropriately priced."

                        Transaction Volume

In the first quarter of 2004, iStar Financial generated $948.8
million in new financing commitments in 14 separate transactions.
The Company also funded an additional $16.6 million under 10 pre-
existing financing commitments and received $144.9 million in loan
repayments. Of the Company's first quarter financing commitments,
57.9% represented first mortgage and first mortgage participation
transactions, and 31.9% represented long-term corporate tenant
lease transactions.

During the quarter, the weighted average first dollar and last
dollar loan-to-value ratio on new loan commitments was 10.1% and
68.7%, respectively. This ratio represents the average beginning
and ending points for the Company's lending exposure in the
aggregate capitalization of the underlying properties or companies
it finances.

Mr. Sugarman commented, "This quarter's commitments demonstrate
the market-leading position of our franchise in the high-end
commercial real estate financing market. With a record $948.8
million of commitments in 14 separate transactions, our balance
sheet is now in excess of $7 billion and we continue to increase
diversification and build stability into our asset base.
Cumulative repeat customer transactions now represent over 55% of
our over $10 billion of financing commitments since we began the
business 11 years ago."

                        Capital Markets

During the first quarter, iStar Financial issued $850 million of
fixed rate and $175.0 million of floating rate senior unsecured
notes with maturity dates ranging from 2007 to 2014. The fixed
rate notes were issued at spreads to the applicable reference U.S.
Treasury rates ranging from 170 to 195 basis points, resulting in
yields of 4.90% to 5.75%. The floating rate notes were issued at
an interest rate of three-month LIBOR plus 1.25%. The proceeds
from these transactions were used to repay secured indebtedness
and to fund new investment activity. On March 29, 2004, the
Company redeemed $110.0 million of its 8.75% Senior Notes due
2008.

On February 23, 2004, iStar Financial redeemed all of the 2
million outstanding shares of its 9.375% Series B Perpetual
Preferred Stock having an aggregate liquidation preference of
$50.0 million, and all of the 1.3 million outstanding shares of
its 9.20% Series C Perpetual Preferred Stock having an aggregate
liquidation preference of $32.5 million. On March 1, 2004, the
Company issued 5.0 million shares of 7.50% Series I Cumulative
Redeemable Preferred Stock having an aggregate liquidation
preference of $125.0 million.

Catherine D. Rice, iStar Financial's chief financial officer,
stated, "This quarter we continued to make substantial progress in
reducing our cost of capital by raising over $1.1 billion in the
corporate bond and preferred stock markets and redeeming expensive
debt and preferred equity capital. We are pleased to have
introduced several new investors to our credit. We also continued
to transition our debt from primarily secured to unsecured and
increased our unencumbered assets to over $3.5 billion."

On April 19, 2004, the Company completed a new $850 million
unsecured revolving credit facility joint lead-arranged by J.P.
Morgan and Bank of America. The new facility has a three-year
initial term with a one-year extension at the Company's option and
has typical corporate covenants, including total liabilities-to-
tangible net worth not to exceed 3.0x. The facility bears
interest, based upon the Company's current credit ratings, at a
rate of LIBOR plus 1.00% and has a 25 basis point annual facility
fee. This new credit facility replaces the existing $300.0 million
unsecured credit facility maturing July 2004.

Ms. Rice commented, "We are pleased to have completed this new
unsecured credit facility with the support of 19 leading banks and
financial institutions, of which 14 are new to our unsecured
credit. We intend to use this facility as our primary source of
working capital and to fund new investment activity going forward.
In addition to bearing a more attractive interest rate than our
secured credit facilities, this facility will enable the Company
to more efficiently fund, on an unsecured basis, our new
investment volume. This new facility will also allow us to protect
proprietary information about our investments that we formerly had
to share with our secured lenders, with whom we compete in certain
business lines."

Ms. Rice continued, "Over time, we intend to reduce capacity on
our secured credit facilities, yet maintain a prudent level of
availability in the event there are disruptions in the unsecured
corporate credit markets. Last month we reduced the capacity under
one of our secured credit facilities from $700 million to $250
million, and extended the final maturity date under this facility
to March 2005." At March 31, 2004, iStar Financial had $530.9
million outstanding under its five primary credit facilities,
which totaled $2.3 billion in committed capacity at that date.

First quarter 2004 results include stock-based compensation
charges aggregating $106.9 million, an $11.5 million charge for
partial redemption of the Company's 8.75% Senior Notes due 2008,
and $9.0 million for redemption of the Company's Series B and
Series C Cumulative Redeemable Preferred Stock. These charges,
totaling $127.4 million, reduced first quarter 2004 diluted
adjusted and GAAP earnings per share by approximately $1.11 and
$1.14, respectively.

Based on the Company's 175.8% return between January 1, 2001 and
March 30, 2004, as previously described in our third and fourth
quarter 2003 earnings releases, our CEO fully vested in the 2.0
million common shares available to be earned by him under the
Company's long-term incentive plan. As a result, on March 30,
2004, the Company recorded in "General and Administrative - Stock-
based Compensation Expense" an $86.0 million charge. Also, during
the first quarter 2004, our CEO entered into a new three-year
employment agreement under which he was awarded 236,167 shares of
the Company's common stock that are fully vested but are
restricted from sale for five years unless performance thresholds
in the Company's common stock price are met. In connection with
this award, the Company recorded a $10.1 million charge in
"General and Administrative * Stock-based Compensation Expense."

Based on the Company's 56.1% return between November 5, 2002 and
January 31, 2004, the Company's CFO vested in the 100,000
restricted performance shares awarded to her under the Company's
long-term incentive plan. In addition, on March 31, 2004, 155,000
common shares were issued to the principals of the former ACRE
Partners, a company we acquired in 2000. The aggregate first
quarter 2004 charge relating to CFO and ACRE shares was $10.8
million.

On February 23, 2004, the Company redeemed all of its outstanding
9.375% Series B and 9.20% Series C Cumulative Redeemable Preferred
Stock. iStar Financial assumed these securities as part of its
acquisition of TriNet Corporate Realty Trust in 1999. GAAP
required that the Series B and Series C Preferred Stock be marked
to their fair market values at the time of acquisition in 1999,
which resulted in iStar Financial recording a $9.0 million
discount to their $82.5 million face, even though the original
issuer actually received $82.5 million in cash proceeds when the
securities were issued. Upon redemption of the Series B and Series
C Preferred Stock, iStar Financial recognized the discount as
additional preferred dividends, thereby reducing adjusted and GAAP
earnings allocable to common shareholders and HPU holders by $9.0
million.

On March 29, 2004, iStar Financial redeemed $110 million of its
8.75% Senior Notes due 2008 at a price of 108.75% of par. In
connection with this redemption, the Company recognized a charge
to adjusted and GAAP earnings of $9.6 million and $11.5 million,
respectively.

Consistent with the Securities and Exchange Commission's
Regulation FD and Regulation G, iStar Financial comments on
earnings expectations within the context of its regular earnings
press releases. Before giving effect to the $127.4 million of
compensation, senior notes and preferred stock redemption charges
recognized in the first quarter, the Company reiterates its
previously-communicated diluted adjusted and earnings per share
guidance for fiscal year 2004 of $3.40-$3.48 and $2.43-$2.53,
respectively. iStar Financial also expects diluted adjusted and
GAAP earnings per share for second quarter 2004 of $0.85-$0.87 and
$0.62-$0.65, respectively. After giving effect to the first
quarter $127.4 million compensation, senior notes and preferred
stock redemption charges, iStar Financial expects diluted adjusted
and GAAP earnings per share of $2.30-$2.38 and $1.32-$1.42 for
full year 2004, respectively. iStar Financial currently expects
2004 net asset growth of $1.4 - $1.6 billion.

Ms. Rice commented, "iStar Financial has a long-standing policy
that requires us to match fund our assets so that a 100 basis
point change in interest rates does not impact adjusted earnings
by more than 2.5%. This means that we seek to match fixed rate
assets with fixed rate debt, and floating rate assets with
floating rate debt. As of March 31, 2004, a 100 basis point
increase in interest rates would decrease our adjusted earnings by
just 1.4%. We continue to fund ourselves so that the maturity of
our liabilities closely matches the maturities of our assets. The
weighted average maturity of our assets and liabilities was 6.8
years and 5.6 years, respectively, at March 31, 2004."

Ms. Rice continued, "Our continuing objective is to deliver stable
earnings and excess returns to our shareholders and to insulate
our earnings as much as possible from changes in short- and long-
term interest rates. We believe that the importance we place on
minimizing the impact of interest rates on our earnings
distinguishes us from many other dedicated commercial finance
lenders. Consequently, we benefited very little as interest rates
fell over the past several years. Through our history, the
Company's net interest margins have remained very stable through
both high and low interest rate environments. We also believe that
our strong underwriting and risk management track record and our
large equity capital base enables us to access multiple sources of
debt capital."

As of March 31, 2004, the Company's loan portfolio consisted of
65% floating rate and 35% fixed rate loans. Approximately 57% of
the Company's floating rate loans have LIBOR floors with a
weighted average LIBOR floor of 1.94%. The weighted average GAAP
LIBOR margin, inclusive of LIBOR floors, was 5.42%. The weighted
average GAAP yield of the Company's fixed rate loans was 11.65%.

                        Risk Management

At March 31, 2004, first mortgages, participations in first
mortgages, corporate tenant leases and corporate financing
transactions collectively comprised 88.1% of the Company's asset
base. The weighted average loan-to- value ratio for all structured
finance assets (senior and junior loans) was 67.0%. As of March
31, 2004 the weighted average debt service coverage for all
structured finance assets, based on trailing 12-month cash flow
through December 31, 2003, was 2.2x.

At quarter end, the Company's corporate tenant lease assets were
94.1% leased with a weighted average remaining lease term of 11
years. Corporate tenant lease expirations for the remainder of
2004 represent 1.7% of annualized total revenue for first quarter
2004. At quarter end, 78.0% of the Company's corporate lease
customers were public companies (or subsidiaries of public
companies).

At March 31, 2004, the weighted average risk ratings of the
Company's structured finance assets was 2.62 for risk of principal
loss, compared to last quarter's rating of 2.67, and 3.16 for
performance compared to original underwriting, compared to last
quarter's rating of 3.15. The weighted average risk rating for
corporate tenant lease assets was 2.52 at the end of the first
quarter, an improvement from the prior quarter's rating of 2.62.

At quarter end, accumulated loan loss reserves and other asset-
specific credit protection represented an aggregate of
approximately 6.58% of the gross book value of the Company's
loans. In addition, cash deposits, letters of credit, allowances
for doubtful accounts and accumulated depreciation relating to
corporate tenant lease assets represented 9.39% of the gross book
value of the Company's corporate tenant lease assets at quarter
end. At March 31, 2004, the Company's non-accrual assets
represented 0.55% of total assets, compared to 0.61% at December
31, 2003. At March 31, 2004, watch list assets represented 1.59%
of total assets, compared to 1.55% at December 31, 2003.

Timothy J. O'Connor, iStar Financial's chief operating officer,
stated, "This quarter we saw improvement in the credit quality of
our asset base, and real estate conditions continue to stabilize
and even improve in some markets. As the economy continues to show
signs of strength, we are seeing improving leasing prospects and
activity in most markets."

Mr. O'Connor continued, "As the markets continue to aggressively
price commercial real estate assets, we may opportunistically sell
some of our non- strategic corporate tenant lease assets and
redeploy the capital into more attractive investment
opportunities."

                     Other Developments

On February 11, 2004, iStar Financial announced that its Board of
Directors had declared, effective April 1, 2004, a regular
quarterly cash dividend of $0.6975 per common share for the
quarter ended March 31, 2004. The first quarter 2004 dividend is
payable on April 29, 2004 to holders of record on April 15, 2004.

The Company will host its annual meeting of shareholders at the
Sofitel Hotel, located at 45 West 44th Street, New York, New York,
10036 on Tuesday, May 25, 2004 at 9:00 a.m. local time. All
shareholders are cordially invited to attend.

iStar Financial (Fitch, BB Preferred Share Rating, Stable Outlook)
is the leading publicly traded finance company focused on the
commercial real estate industry. The Company provides custom-
tailored financing to high-end private and corporate owners of
real estate nationwide, including senior and junior mortgage debt,
senior, mezzanine and subordinated corporate capital, and
corporate net lease financing. The Company, which is
taxed as a real estate investment trust, seeks to deliver a strong
dividend and superior risk-adjusted returns on equity to
shareholders by providing innovative and value-added financing
solutions to its customers. Additional information on iStar
Financial is available on the Company's Web site at
http://www.istarfinancial.com/


JAYS FOODS: Willis Stein Completes Asset Acquisition
----------------------------------------------------
Willis Stein & Partners, a Chicago-based private equity firm
announced that is has completed its acquisition of the Jays Foods,
LLC assets. The Jays brand family includes flagship Jays Potato
Chips(R), O-Ke-Doke(R) popcorn and Krunchers(R). Pretzels,
tortilla chips and other snack foods also are marketed under the
Jays trademark.

Willis Stein previously announced that Tim Healy would head the
new company and that Jays' Chicago manufacturing operations and
employees will be retained. The closing of this transaction is
concurrent with Jays' emergence from the bankruptcy process.

"We are pleased that we have been able to complete the acquisition
in a timely manner thereby ensuring that Jays' customers can
continue to enjoy these wonderful products," said Avy Stein,
Managing Partner of Willis Stein. "Under Tim Healy's leadership we
expect to see positive growth and exciting new products. The
ownership and leadership all have roots in this market. We take
great pride in revitalizing a Chicago food icon."

Willis Stein also owns Lincoln Snacks Company, Inc. ("Lincoln
Snacks") makers of POPPYCOCK(R), Just the Nuts!(R), FIDDLE
FADDLE(R), and Screaming Yellow ZONKERS(R). Lincoln Snacks and
Jays will operate as a part of the new consumer products company
that will be headquartered in Chicago and headed by Mr. Healy.

"We see a major opportunity to build a new snack food company
which provides consumers and our customers with a portfolio of
brands offering superior product quality and continuous
innovation," said Tim Healy, Chairman and Chief Executive Officer
of the new company. "Jays brand has established a loyal base of
consumers and customers by consistently delivering superior
quality products."

"We will build upon this strong base by investing to improve the
company's manufacturing and distribution capabilities. Jays will
deliver a broad range of new products to fit the ever-changing
needs of our customers and consumers," added Mr. Healy.

Over the last two years Chicago has suffered the loss of many
longstanding brands including Frango Mint, Brach's Candies and
others.

Mesirow Financial and Kirkland & Ellis advised Willis Stein on
this transaction.

                     About Jays Foods, LLC

Jays is a full-line snack food company that manufactures markets
and distributes its products in seven Midwestern states. Its
flagship brand, Jays(R), is a top-selling potato chip brand in
Chicago, with twenty different varieties. The company also
produces and distributes the Krunchers(R) potato chip and O-Ke-
Doke(R) popcorn brands.

               About Lincoln Snacks Company, Inc.

Lincoln Snacks is one of the world's leading manufacturers of
premium caramelized pre-popped popcorn and snack products. Its
primary products lines are sold under the brand names,
POPPYCOCK(R), FIDDLE FADDLE(R), and Screaming Yellow ZONKERS(R).

               About Willis Stein & Partners

Willis Stein & Partners is a leading private equity firm that
focuses on investments in profitable, well-managed and growing
businesses. The principals of Willis Stein have made investments
in 47 companies and manage approximately $3 billion in equity
capital. For more information, please visit www.willisstein.com .


KMART CORP: Mich. Court to Certify Class Action against Officers
----------------------------------------------------------------
The Detroit News reports that Judge Avern Cohn of the United  
States District Court for the Eastern District of Michigan will  
likely certify a class action lawsuit against various current and  
former employees and directors of Kmart Corporation.   

The proposed class action could cover over 50,000 employees.

On March 18, 2002, a purported class action was filed before the  
District Court for the Eastern District of Michigan on behalf of  
participants or beneficiaries of the Kmart Corporation Retirement  
Savings Plan, alleging breach of fiduciary duty under the  
Employee Retirement Income Security Act for:

   -- excessive investment in Kmart's stock;

   -- failure to provide complete and accurate information about
      Kmart's common stock; and

   -- failure to provide accurate information regarding Kmart's
      financial condition.

The employees lost millions after Kmart went bankrupt in 2002.

Amended complaints were filed that added additional current and  
former Kmart employees and directors as defendants.  The  
defendants include former CEO Charles Conaway, Chief  
Administrative Officer and Executive Vice President David Rots,  
former Chairman and CEO James Adamson.

Kmart is not a defendant in the lawsuit.   

On July 29, 2002, the plaintiffs filed proofs of claim with the  
Bankruptcy Court, aggregating $180 million.

On August 20, 2003, the Michigan Court denied the Kmart officers'  
request to dismiss the purported class action. (Kmart Bankruptcy
News, Issue No. 72; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


MIRANT CORP: Reaches Claims Settlement in Canadian Proceeding
-------------------------------------------------------------
In October 2001, Mirant Canada Energy Marketing Investments,
Inc., and Mirant Canada Energy Marketing, Ltd., purchased certain
business assets, including various transportation contracts from
TransCanada Pipelines Limited, TransCanada Gas Services, Inc.,
and TransCanada Energy, Ltd., under two agreements.  Mirant
Americas Energy Marketing, LP, and Mirant Americas Energy
Marketing Investments, Inc., agreed to be jointly and severally
liable for Mirant Canada's obligations under the TransCanada
Purchase Agreement.  Mirant Corporation guaranteed the
obligations of the Mirant Canada entities under the TransCanada
Purchase Agreement.

Robin E. Phelan, Esq., at Haynes and Boone, LLP, in Dallas,
Texas, relates that as a result of the general downturn in the
energy trading industry, Mirant Canada sold approximately 80% of
its assets to Cargill Limited pursuant to an Asset Purchase
Agreement.  The Sale closed on July 1, 2003.  Under the Cargill
Purchase Agreement, Mirant Canada and MAEM are jointly and
severally liable for certain obligations.  Mirant Canada
commenced the Canadian Proceedings on July 14, 2003 under the
Companies' Creditors Arrangement Act.

             Mirant Canada's Assets and Liabilities

Substantially all of Mirant Canada's assets have been liquidated
in the Canadian Proceeding.  Consequently, to date, Mirant Canada
has approximately $86 million in cash to be distributed to
creditors with "provable" claims in the Canadian Proceeding.  
Moreover, Mirant Canada has approximately $85 million in tax
losses, which will be preserved for the benefit of Mirant Corp.
and its creditors.

Mr. Phelan reports that about $48,300,000 in significant third
party claims has been filed against Mirant Canada:

   Enron Canada Corporation       $38,500,000
   Paramount Resources Ltd.         6,500,000
   Others                           3,300,000

In addition to Third Party Claims, the Debtors have asserted
claims against Mirant Canada in these amounts:

   Mirant Corp.                  $433,500,000
   MAEM                           161,000,000
   MAEMII                         171,000,000
   Mirant Services LLC                780,000

On the other hand, in addition to its cash assets, Mirant Canada
has alleged claims against these Debtors:

   MAEMII                         $16,265,000
   Mirant Services                     28,000
   MAEM                           163,431,000
                                 ------------
      Total                      $179,724,000

Certain major creditors of Mirant Canada have taken the position
that all of the Mirant U.S. Claims should either be:

   (a) characterized as equity, as opposed to debt; or
   (b) equitably subordinated.

The Debtors strongly disagree with this position and contends
that the Mirant U.S. Claims should be afforded the same treatment
and priority as all other unsecured claims against Mirant Canada.

PricewaterhouseCoopers, Inc., as the Monitor for Mirant Canada in
the Canadian Proceeding, has submitted numerous and substantial
document requests to the Mirant Debtors regarding the Mirant U.S.
Claims against Mirant Canada.  The Debtors have responded to the
requests.

                    The Settlement Agreement

Mr. Phelan informs the Court that the parties-in-interest in the
Canadian Proceeding, including the Debtors, have worked
diligently since the Petition Date to build a consensus as to how
to deal with the claims, debts and issues related to the Canadian
Proceeding.  To that end, a global settlement has been reached
among Mirant Canada, the Debtors and certain holders of Third
Party Claims -- Enron Canada, Paramount and TransCanada.  The
Agreement contains these important terms and implications:

   (a) Affected Creditors will receive cash distributions of 80%
       of their proven claims, representing about $25,520,000;

   (b) It is expected that Mirant Canada will retain around
       $49,000,000 for ultimate distribution to Mirant Corp.;

   (c) The tax losses aggregating around $85,000,000 will be
       preserved for the benefit of Mirant Corp.;

   (d) The rights of any holder of a guaranty obligation owed by
       any of the Debtors to any of the Third Party Creditors
       will not be impacted; and

   (e) The parties to the Agreement will support a Plan of
       Arrangement embodying the foregoing concepts to be voted
       upon by creditors in the Canadian Proceeding by April 16,
       2004, with a creditor distribution to take place on May 3,
       2004.

Other important concepts related to the settlement are:

A. The Enron Settlement

   Enron Canada agreed to reduce its claim from $38,500,000 to
   $22,100,000.  Upon consummation of the Canadian Settlement,
   Enron Canada will have a residual claim against Mirant Corp.
   for $4,420,000 as a result of a guaranty Mirant Corp.
   executed in favor of Enron Canada.

B. The Make-whole Payment

   Mirant Canada and Enron Canada had a gas trading
   relationship, which was memorialized by six different
   versions of long-form confirmations.  While there was no
   dispute that the transaction were terminated, there were
   significant disputes as to when the transactions were
   terminated and the date to use for calculating the damages.
   Thus, the parties disagree on the amounts owed by each other.
   The issue was further complicated by the fact that the
   confirmations contained six different cross-entity netting
   provisions.

   In negotiations, Mirant Canada and Enron Canada agreed that
   partial cross-entity netting would occur.  However, Enron
   Canada insisted that an appropriate reduction take place with
   respect to the claims of the Debtors against the relevant
   Enron U.S. entities.

   The claims to be reduced and cross-netted pursuant to the
   settlement are:

   * Enron Canada agreed to reduce its claim against Mirant
     Canada by $7,200,000;

   * In consideration of the foregoing claim reduction, (i)
     Mirant Canada reduces its claim against Enron N.A. by
     $1,200,000 and (ii) MAEM reduces its claim against Enron
     N.A. by $6,000,000;

   * The Debtors have determined that the market value of the
     $6,000,000 reduction of MAEM's claim against Enron N.A. is
     $2,100,000;

   * In consideration of MAEM's reduction of its claim against
     the Enron debtors, Mirant Canada has agreed to pay MAEM
     $2,100,000 as a "Make-whole Payment," thus fully
     compensating MAEM for the reduction of MAEM's claim against
     Enron N.A.

C. Negotiations with TransCanada

   MAEM and TransCanada are parties to the Portland Contracts,
   which are roughly $13,500,000 "out of the money" to MAEM.
   Mirant Canada is jointly and severally liable for MAEM's
   performance with respect to the Portland Contracts.  MAEM is
   performing under the contracts and the parties are currently
   in negotiations with regard to those contracts.  Thus,
   TransCanada has no claim against Mirant Canada.  However, if
   MAEM rejects the Portland Contracts, then TransCanada would
   likely assert a claim against Mirant Canada of about
   $13,500,000.  Given the joint and several liability associated
   with the TransCanada Purchase Agreement, Mirant Canada has
   agreed to escrow, as part of its Plan of Arrangement, 80% of
   $13,500,000 -- $10,800,000-- for the benefit of TransCanada in
   the event the relevant contracts are rejected.

D. "FX Payment" by MAEM to Mirant Canada

   Prior to the Petition Date, MAEM and Mirant Canada entered
   into five separate currency exchange swap agreements to hedge
   foreign exchange currency risk so as to provide a sufficient
   source of Canadian dollars to Mirant Canada to operate its
   trading business.  To hedge its risk under the Mirant Canada
   Swaps, MAEM entered into five separate currency exchange swap
   agreements with two different counterparties: three swap
   agreements with Bank of Nova Scotia for 2003 and two swap
   agreements with KBC Bank for the years 2004-2005.

   On the Petition Date, KBC and Scotia terminated their Hedge
   Swaps pursuant to Section 560 of the Bankruptcy Code.  As part
   of the closing out of their positions, KBC paid to MAEM
   $2,875,742 and Nova Scotia paid MAEM $228,929.  
   Notwithstanding the termination of the Hedge Swaps by the
   Banks, the Mirant Canada Swaps are still operative.

   Under the Settlement, MAEM is authorized to pay $2,540,653 to
   Mirant Canada under the Mirant Canada Swaps -- the FX
   Payment.  

Accordingly, pursuant to Rule 9019(a) of the Federal Rules of
Bankruptcy Procedure, the Debtors seek the Court's permission to:

   (a) consummate the transaction evidenced by the Agreement,
       including undertaking the obligation to assist with the
       formulation and approval of a Plan of Arrangement in the
       Canadian Proceeding;

   (b) compromise their claims against Mirant Canada in exchange
       for the retention by Mirant Canada of approximately
       $49,000,000 in cash and $85,000,000 of tax losses;

   (c) reduce MAEM's claim against Enron N.A. by $6,000,000 in
       exchange for the Make-whole Payment; and

   (d) make the FX Payment to Mirant Canada.

Using the factors under Bankruptcy Rule 9019, Mr. Phelan contends
that the contemplated transaction should be approved because:

   (i) it is not clear as a matter of Canadian law how the
       Debtors' claims against Mirant Canada would be
       characterized.  This lack of clarity makes analysis of
       this factor difficult and weighs in favor of a consensual
       compromise;

  (ii) litigating the Mirant Claims would significantly delay
       resolution of the Canadian Proceeding and any ultimate
       distribution to the Debtors on account of their claims
       against Mirant Canada;

(iii) in the absence of the proposed settlement, it is likely
       that the Mirant Canada Canadian Proceeding would be
       converted to a straight liquidation with the equivalent
       of a trustee appointed, thereby adding an additional and
       unnecessary layer of administrative expenses and risking
       the value of the tax losses;

  (iv) MAEM's estate is not harmed by the reduction of its claim
       against Enron N.A. because the Make-whole Payment by
       Mirant Canada fully compensates MAEM for reducing its
       claim;

   (v) MAEM's estate is not harmed by making the FX Payment
       since this payment is authorized by the Final Trading
       Order;

  (vi) the Plan of Arrangement cannot go forward if the
       Agreement is not approved;

(vii) it will allow the Debtors' management to focus on core
       restructuring issues and preserve approximately
       $49,000,000 of value and $85,000,000 of tax losses; and

(viii) the intercompany issues between Mirant Canada and the
       Debtors will be resolved as a result of the Debtors' plan
       of reorganization.

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


MJ RESEARCH: Plans Defense to Patent-Antitrust Suit in July Trial
-----------------------------------------------------------------
MJ Research, Incorporated announced that the jury has rendered an
interim verdict in the first phase of its two-phase, six-year
patent and antitrust litigation with Applera Corporation and Roche
Molecular Systems, Inc. The jury returned a verdict in phase one
of between $17.8 million and $19.8 million in damages against MJ,
the exact amount to be determined by the court.

The second phase of the trial, which is currently scheduled to
begin July 21, 2004, will involve MJ asserting the defense of
patent misuse to the claims litigated in phase one. In addition,
MJ will be challenging the legality of the thermal cycler
authorization program and will be seeking monetary damages for
various antitrust counterclaims against Applera and Roche. Applera
and Roche in phase two will assert various defenses and additional
claims against MJ. A final judgment in this case is not expected
to be rendered until the completion of phase two.

John Finney, president of MJ Research, stated, "We are confident
that after phase two, and any appeals, it will be determined that
our company has not engaged in any improper conduct. We respect
the intellectual property rights of all companies, but in this
case we feel we have a valid basis for challenging the thermal
cycler authorization program, which will be heard in phase two."

Mr. Finney further stated, "To assure an orderly process and to
continue normal operations including servicing and shipping
instruments pending the final resolution of the case, MJ has filed
for voluntary protection of the Federal bankruptcy courts. Over
the next few months, the company expects to be filing a proposed
plan of reorganization, and anticipates that it will be emerging
from bankruptcy within a reasonable period of time thereafter."

               About MJ Research, Incorporated:

MJ Research is a privately-held company with a focus on providing
tools for life science research. It has principal business
locations in Waltham and Watertown Massachusetts, Reno Nevada,
South San Francisco California, and Sauk City Wisconsin. For more
information about MJ Research, Incorporated visit the Company's
Web site at http://www.mjr.com/


NATIONAL CENTURY: John Ray Named as Credit Suisse Claims Trustee
----------------------------------------------------------------
Pursuant to Section IV.B.3.a of the of National Century Financial
Enterprises, Inc.'s Fourth Amended Plan of Liquidation, the
Official Subcommittee of NPF XII Noteholders designates Avidity
Partners, LLC, as represented by John Ray, as the Credit Suisse
First Boston Claims Trustee.   
  
The CSFB Claims Trust is established for the sole purpose of  
liquidating the CSFB Claims transferred to it in furtherance of  
the Plan for the sole benefit of the holders of beneficial  
interests in the CSFB Claims Trust.  The duties and powers of the  
CSFB Claims Trustee will include all powers necessary to  
implement the provisions of the CSFB Claims Trust Agreement and  
administer the CSFB Claims Trust, including the power to:

   (a) prosecute, for the benefit of the CSFB Claims Trust, the  
       CSFB Claims;   

   (b) liquidate the Assets of the CSFB Claims Trust; and

   (c) otherwise perform the functions and take actions provided  
       for or permitted in the Plan or in any other agreement  
       executed pursuant to the Plan.

The CSFB Claims Trustee will serve until the earlier of his  
death, removal or resignation.  In the event that the CSFB Claims  
Trustee dies or is removed or resigns for any reason, a successor  
will be designated pursuant to the terms of the CSFB Claims Trust  
Agreement.

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. 38;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NAT'L STEEL: NSC Trust Agrees to Resolve Madison Tax Claim Dispute
------------------------------------------------------------------
National Steel Corporation and the NSC Creditor Trust seek the
Court's authority to enter into a Settlement Agreement and Mutual
Release with:

   * Fred Bathon, Madison County Treasurer;

   * William A. Mudge, Madison County State's Attorney; and

   * the County of Madison, Illinois.

Mark A. Berkoff, Esq., at Piper Rudnick, LLP, in Chicago,
Illinois, recalls that before the closing of the sale to U.S.
Steel Corporation, the Debtors operated facilities located in
Granite City, Illinois, within Madison County.  The Madison
County Taxing Authorities filed certain claims against certain of
the Debtors based on real property taxes, interest, penalties,
and other charges relating to the Granite City Division.  The
Debtors have previously paid the principal amount of the Tax
Claims in full, but the Creditor Trust disputes the amount,
validity, and priority of the unpaid balance of the Tax Claims.

Thus, in an effort to conserve resources of the estate, as well
as those of the Court, and to avoid the risk, uncertainty and
delay associated with litigation, the Creditor Trust has agreed
to resolve certain disputes over the Tax Claims on the terms set
forth in the Settlement Agreement and Mutual Release:

   (a) Payment

       NSC will pay the Taxing Authorities $200,000.  The payment
       will be made to the Madison County Treasurer, as agent for
       the Taxing Authorities.  The Taxing Authorities expressly
       consent and agree:

        (i) that the Madison County Treasurer will distribute the
            Settlement Amount to all taxing jurisdictions and
            authorities who have an interest therein; and

       (ii) to hold the Debtors and the Creditor Trust harmless
            for the Madison County Treasurer's failure to make
            any distributions as provided under applicable law.

   (b) Disallowance of the Taxing Authorities' Claims

       Upon payment of the Settlement Amount, all claims against
       the Debtors or the Creditor Trust that the Taxing
       Authorities have filed or will file, including the Tax
       Claims, will be disallowed and expunged in their entirety
       and NSC or the Creditor Trust may take all appropriate
       actions to have these claims disallowed and expunged;
       provided, however, that the Settlement Agreement is not
       intended, and will not be construed, to release any rights
       that the Taxing Authorities have:

        (i) against U.S. Steel Corporation relating to real
            property taxes for tax year 2003; or

       (ii) to the extent not otherwise barred or enjoined by the
            terms of the Plan or any other Court Order, against
            NSC relating to willful or wanton misconduct on the
            part of NSC.

   (c) Release of the Parties

       The Creditor Trust and the Taxing Authorities will fully
       release and discharge each other from all claims.

The Creditor Trust believes that it is receiving a significant
benefit from the resolution of the Tax Claims.

Mr. Berkoff informs the Court that the remaining balance of the
Tax Claims asserted by the Taxing Authorities against the Debtors
is about $640,000.  While the Creditor Trust believes that it has
raised valid objections to the character and amount of the
claims, it acknowledges that the Taxing Authorities would
rigorously oppose any of these claim objections.  As a result,
the probability of the Creditor Trust's success in bringing claim
objections is difficult to determine at this time.  The Creditor
Trust relates that there are inherent risks and uncertainties in
litigation that will be eliminated as a result of the settlement.

In addition, Mr. Berkoff states that the proposed settlement will
reduce the allegedly secured claims of the Taxing Authorities by
more than $440,000 and allow the Creditor Trust to remove, and
place back into the bankruptcy estates, over $3,400,000 from the
escrow accounts previously funded by the Creditor Trust in
connection with the Sale Order.  These amounts will likely flow
directly into the "excess value basket" as set forth in the Plan,
and inure to the benefit of all the bankruptcy estate's
creditors.

Mr. Berkoff also points out that prolonged litigation would
create a distraction that could impair the Creditor Trust's
ability to quickly and efficiently wind down the Debtors' estates
so that distributions can be made to the creditors.

The Creditor Trust has not yet consulted with the representatives
of its major creditor constituencies, but it believes that the
creditors will support the proposed settlement. (National Steel
Bankruptcy News, Issue No. 47; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


NEXTMEDIA OPERATING: S&P Assigns B+ Rating to $75M Credit Facility
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
NextMedia Operating Inc.'s $75 million senior secured credit
facility. A recovery rating of '2' was also assigned, indicating
expectations of a substantial (80%-100%) recovery of principal in
a default scenario. Borrowings under this facility are expected to
be used to refinance the company's existing credit facilities
and for general corporate purposes.

At the same time, Standard & Poor's affirmed its ratings on
NextMedia, including its 'B+' corporate credit rating, and removed
them from CreditWatch. The outlook is negative. The Englewood,
Colorado-based radio and outdoor advertising company had total
debt outstanding of approximately $213.6 million at Dec. 31, 2003,
pro forma for recent transactions.  

"The affirmation reflects Standard & Poor's expectations that the
company's leverage ratio will remain in line with the 'B+' rating
level, notwithstanding ongoing acquisition activity," said
Standard & Poor's credit analyst Alyse Michaelson. Furthermore,
NextMedia is expected to improve its conversion of EBITDA into
free cash flow in the near term. NextMedia has been well below its
peers in this measure. The company's new bank agreement provides
the company with additional liquidity that is likely to be used to
fund acquisitions. Ms. Michaelson added, "Although financial
covenants contained in the bank agreement allow for maximum
total debt to EBITDA of 8.5x, the current rating cannot withstand
such a sizeable increase in leverage."

Radio revenues contribute the bulk of NextMedia's total revenues
and cash flow. Its stations are geographically diversified and
many have leading revenue shares in their markets. The company has
boosted cash flow at acquired stations by increasing local sales.
Radio advertising continues its slow recovery following the
disruption in early 2003 due to the war in Iraq and economic
sluggishness. Underlying fundamentals remain intact, and
radio advertising is expected to experience a gradual, low- to
mid-single digit upturn in 2004. NextMedia's outdoor advertising
business has been experiencing positive operating trends driven by
stronger local advertising and higher occupancy rates. Outdoor
advertising, like radio, is a relatively low-cost medium with high
margin potential. NextMedia competes with larger consolidated
radio and outdoor advertising operators in most of its markets,
which could limit upside revenue potential.

The negative outlook underscores concerns about the company's
appetite for debt-financed acquisitions and the importance of cash
flow growth in the near term. There is minimal debt capacity at
the rating level, and there is no tolerance for leverage even
close to the 8.5x threshold contained in the company's credit
agreement. Revenue gains at acquired stations and building
meaningful cash flow that can be used to pay down debt will be
important in any consideration of an outlook revision to
stable.


OMNE STAFFING: Has Until May 28 to File Schedules and Statements
----------------------------------------------------------------
The U.S. Bankruptcy Court for the district of New Jersey, gave
Omne Staffing, Inc., and its debtor-affiliates an extension to
file their schedules of assets and liabilities, statements of
financial affairs and lists of executory contracts and unexpired
leases required under 11 U.S.C. Sec. 521(1).  The Debtors have
until May 28, 2004 to file their Schedules of Assets and
Liabilities and Statement of Financial Affairs.

Headquartered in ranford, New Jersey, Omne Staffing, Inc., filed
for chapter 11 protection on April 9, 2004 (Bankr. D. N.J. Case
No. 04-22316).  John K. Sherwood, Esq., at Lowenstein Sandler
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from their creditors, they listed
both estimated debts and assets of over $10 million.


OR PARTNERS INC: Involuntary Case Summary
-----------------------------------------
Alleged Debtor: OR Partners, Inc.
                6502 McClean Boulevard
                Baltimore, Maryland 21214

Involuntary Petition Date: April 7, 2004

Case Number: 04-18625

Chapter: 11

Court: District of Maryland (Baltimore)

Judge: E. Stephen Derby

Petitioner's Counsel: Thomas McCarthy, Jr., Esq.
                      79 Franklin Street
                      Annapolis, MD 21401
                      Tel: 410-268-4016
         
Petitioners: David Ready
             1026 Arborwood Place
             Curtis Bay, MD 21226
                                  
Amount of Claim: $9,162,937


PACIFIC GAS: Customers to Get One-Time Refunds Totaling $100 Mil.
-----------------------------------------------------------------
As part of Pacific Gas and Electric Company's emergence from
Chapter 11, eligible customers are receiving $799 million in
electric rate reductions in 2004.

On April 22, the California Public Utilities Commission (CPUC)
approved the plan for the utility to provide its customers one-
time refunds totaling approximately $100 million, as a part of
this total electric rate reduction plan.

The overall electric rate decrease, which was approved by the CPUC
in late February 2004, took effect on March 1. Pursuant to the
terms of the utility's Chapter 11 settlement plan; the new rate
structure is retroactive to January 1, 2004. As a result, the CPUC
today approved a one-time refund applicable to rates paid in
January and February. It will appear on customers' bills beginning
in May.

The one time refund for customers will range from an average of
$61,000 for the largest business customer to an average of $10.64
for qualified residential customers.

"Being able to reduce customer rates is one of the cornerstones of
the agreement that allowed us to emerge from Chapter 11," said
Beverly Alexander, Pacific Gas and Electric Company's vice
president of customer satisfaction. "Each of our customer classes
will benefit from the lower rate structure and the one-time
refund."

The approved March 1 rate structure dropped average bundled rates
by eight percent. Business customers, who paid significantly
higher rates for the past three years due to energy surcharges,
received the largest reduction -- ranging from 9 percent to 15
percent -- depending on their size and usage. Residential
customers using more than 130 percent of baseline electric usage
and who paid tiered surcharges saw their March 1 rates fall by
about four percent. CARE, medical baseline, and direct access
customers will not receive a refund since they did not pay
surcharges.

The new rate structure reduced rates to the customer classes that
paid the CPUC's average three-cent energy surcharges, in
proportion to the level of increase they experienced. Those
surcharge increases, implemented in June 2001, were allocated to
business and agricultural customers, and also to residential
customers who used more than 130 percent of baseline allowances.
(Note: CARE and medical baseline customers are exempt from the
average three- cent energy surcharge.)

Customers may see additional savings if federal regulators approve
refunds from power generators and suppliers. The company will
continue to work with federal and state officials to pursue
refunds from energy suppliers who charged excessively high prices
for gas and electricity during the 2001 energy crisis.

        AVERAGE ONE-TIME REFUND AMOUNT BY CUSTOMER CLASS

Customer Class             Average       One-Time    Percent of
                             Monthly        Refund      Average
                        Electric Bill       Amount         Bill

Residential*
(Under 130% of Baseline)       $25.55           $0         0%
Residential**
(Over 130% of Baseline)        $98.49       $10.64      11.0%
Small Business                $232.00       $38.00      16.3%
Medium Business             $2,607.00      $290.00      11.1%
Agriculture                   $466.00      $101.00      21.7%
Streetlights                  $123.00       $42.00      34.1%
E-19                       $10,142.00    $1,744.00      17.2%
E-20:
  Transmission            $217,237.00   $61,341.00      28.2%
  Primary                  $96,775.00   $19,231.00      19.9%
  Secondary                $71,184.00   $11,392.00      16.0%

    Effective May 1, 2004

    *  Customers using less than 130% of baseline in January and
       February will not receive a refund since they did not pay
       the surcharge.

    ** The average monthly usage of households receiving a refund
       is 722 kWh.

Visit Pacific Gas' Web site at http://www.pge.com/for more  
information.


PARMALAT GROUP: U.S. Creditors' Meeting Scheduled for June 17
-------------------------------------------------------------
Deirdre A. Martini, the United States Trustee for Region 2, has  
called for a meeting of Parmalat Group North America Debtors'
creditors pursuant to Section 341(a) of the Bankruptcy Code on
June 17, 2004 at 2:00 p.m.  The meeting will held at the Office of
the U.S. Trustee at 80 Broad Street, 2nd Floor, in Manhattan.

All creditors are invited, but not required, to attend.  This  
Official Meeting of Creditors offers the one opportunity in a  
bankruptcy proceeding for creditors to question a responsible  
office of the Debtors under oath.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion  
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese,  butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located  
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-
11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  On June 30, 2003, the Debtors listed
EUR2,001,818,912 in assets and EUR1,061,786,417 in debts.
(Parmalat Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


PIVOTAL: Needs More Money to Pay Debts & Continue Operations
------------------------------------------------------------
The business of Pivotal Self-Service Technologies Inc. (formerly
known as Wireless Ventures Inc. and Hycomp, Inc.) is conducted
through its wholly-owned Canadian subsidiary Prime Battery
Products Limited. Effective December 31, 2002, Pivotal, through a
newly incorporated wholly-owned subsidiary named Prime Battery
completed the acquisition of certain business assets of DCS
Battery Sales Ltd. Prime Battery distributes value priced
batteries and other ancillary products to dollar stores in North
America.

The Company recorded a net loss for the three month period ended
June 30, 2003 of $313,217  compared to a net loss of
$25,280 during the comparative period in the prior year. The net
loss from continuing operations during the three month period
ended June 30, 2003 was $313,217 compared to a net loss of $25,195
in the prior year period. The loss from discontinued operations
was $85 during the three month period ended June 30, 2002.

Additionally, the Company recorded a net loss for the six month
period ended June 30, 2003 of $474,873 compared to a net loss of
$75,053 during the comparative period in the prior year. The net
loss from continuing operations during the six month period ended
June 30, 2003 was $495,987 compared to a net loss of $80,457 in
the prior year period. Income from discontinued operations was
$21,114 in the current period and $5,404 in the prior year period.

The Company has a working capital deficit, at June 30, 2003 of
$579,986. However, the Company has an investment in Wireless Age
Communications, Inc. common shares. These securities which have
been valued at $116,474 for balance sheet purposes have a market
value as reflected by recent share trading values of over
$1,000,000. The Company intended to take steps during fiscal 2003
to realize on these securities to raise additional financing
required for the battery business.

The Company does not have any material sources of liquidity of off
balance sheet arrangements or transactions with unconsolidated
entities. The consolidated financial statements have been prepared
on a going concern basis, which contemplates the realization of
assets and the liquidation of liabilities in the ordinary course
of business.  As shown in the Company's financial statements, the
Company had assets of $1,160,913, a working capital deficit of
$579,986 and a stockholders' deficit of $275,119 at June 30,
2003.  As a result, substantial doubt exists about the Company's
ability to continue to fund future operations using its existing
resources.

In order to ensure the success of the new business, the Company
will have to raise additional financing to satisfy existing
liabilities and to provide the necessary funding for future
operations.


READERS DIGEST: Q3 2004 Conference Call Webcast Set for April 29
----------------------------------------------------------------
Readers Digest Association (NYSE: RDA) announces the following
Webcast:

     What:     Q3 2004 Readers Digest Assn Inc
               Earnings Conference Call

     When:     04/29/04 @ 8:30 a.m. Eastern

     Where:    http://www.firstcallevents.com/service/ajwz405117125gf12.html

     How:      Live over the Internet -- Simply log on to the web
               at the address above.

     Contact:  William Adler
               Director, Corporate Communications
               914-244-7585
               william.adler@readersdigest.com

The Reader's Digest Association, Inc. is a global publisher and
direct marketer of products that inform, enrich, entertain and
inspire people of all ages and all cultures around the world.
Worldwide revenues were $2.4 billion for the fiscal year ended
June 30, 2002. Global headquarters are located at Pleasantville,
New York.

                           *   *   *

As reported in the Troubled Company Reporter's February 23, 2004
edition, Standard & Poor's Ratings Services assigned its 'BB-'
rating to Reader's Digest Association Inc.'s privately placed,
Rule 144A offering of $300 million senior unsecured notes due
2011. Proceeds from this offering are expected to be used to repay
a portion of outstanding debt under the company's term loan.

Standard & Poor's affirmed its ratings, including its 'BB'
corporate credit rating, on the company. The rating outlook
remains negative. Pleasantville, New York-based Reader's Digest
publishes the world's highest circulating, paid magazine and is a
leading direct marketer of books. Pro forma total debt as of
Dec. 31, 2003, was $806 million.

"The negative outlook reflects the company's currently lackluster
profitability and the modest cushion against the bank agreement's
maximum debt leverage covenant," said Standard & Poor's credit
analyst Hal Diamond. "Standard & Poor's would consider revising
the outlook to stable over the near to intermediate term if the
company is able to improve profitability and widen the cushion of
covenant compliance," Mr. Diamond added.


PROGRESSIVE PROCESSING: Sec. 341(a) Meeting Slated for April 27
---------------------------------------------------------------
The United States Trustee will convene a meeting of Progressive
Processing, Inc.'s creditors at 1:30 p.m., on April 27, 2004 at BP
Tower Building, 200 Public Square, 2nd Floor - US Dept. of
Justice, Cleveland, Ohio 44114. This is the first meeting of
creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy
cases.

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

Headquartered in Elyria, Ohio, Progressive Processing, Inc., is a
precision processor of steel bar stock. The Company filed for
chapter 11 protection on March 28, 2004 (Bankr. N.D. Ohio Case No.
04-13745).  Frederic P. Schwieg, Esq., represents the Debtor in
its restructuring efforts.  When the Company filed for protection
from its creditors, it listed estimated assets of over $1 million
and estimated debts of more than $10 million.


ROO GROUP: Hires Moore Stephens to Replace Mark Cohen as Auditors
-----------------------------------------------------------------
On January 30, 2004, Mark Cohen C.P.A., the independent auditors
for ROO Group, Inc. (fka Virilitec Industries, Inc.), was
dismissed as approved by the Board of Directors of the  
Company.  During the fiscal years ended July 31, 2003 and 2002,
the reports by Cohen on the financial statements of the Company
contained a going concern opinion.  

On January 30, 2004, subsequent to approval of its Board
of Directors, the Company engaged  Moore Stephens, P.C. to serve
as the Company's independent auditor.  


SERVICE CORP: Will Report First Quarter 2004 Earnings on May 4
--------------------------------------------------------------
Service Corporation International (NYSE: SRV) will report results
for the First Quarter 2004 on Tuesday, May 4, 2004, after the
financial markets close. A conference call will be hosted by
senior management to discuss these results on Wednesday, May 5,
2004, at 10:00 a.m. (Central Time). Details of the conference call
are as follows:

     What:     Service Corporation International's First Quarter
               2004 Earnings Conference Call

     When:     May 5, 2004 at 10:00 a.m. (Central Time)

     How:      Dial in number - (913) 981-5510 or via internet at
               http://www.sci-corp.com

     Replay:   (719) 457-0820 / Code 670425
                  - Available through May 19, 2004

               or http://www.sci-corp.com/confcalls.html
                  - Available for approximately 90 days

     Contact:  Sandy Bobo at (713) 525-5395

Service Corporation International (NYSE: SRV), headquartered in
Houston, Texas, is the world's largest funeral and cemetery
company. We have an extensive network of providers, including
1,239 funeral service locations, 406 cemeteries and 141 crematoria
providing funeral and cemetery services in North America as of
December 31, 2003. We also own funeral and cemetery businesses in
South America, Singapore and Germany. For more information about
Service Corp. visit its Web site at http://www.sci-corp.com/

                        *   *   *

As reported in the Troubled Company Reporter's March 30, 2004
edition, Standard & Poor's Ratings Services assigned its 'BB-'
debt rating to Houston, Texas-based Service Corp. International's
proposed $250 million senior unsecured notes due in 2016. Pro
forma for the new notes, the cemetery and funeral home operator
will have $1.9 billion of debt outstanding, although the company
is expected to use the proceeds to repay or call existing debt.
The outlook remains stable.

"The speculative-grade ratings on Service Corp. reflect the
company's operating concentration in a competitive industry that
features stable, though modest, growth prospects and a rising
consumer preference for lower-cost services," said Standard &
Poor's credit analyst Jill Unferth. "The ratings further reflect
the company's aggressive debt leverage. These risks are partly
offset by the company's large size, which affords it scale
efficiencies and a revenue backlog. Service Corp. has further
benefited from initiatives to strengthen its sales mix and an
improving balance sheet."


SLATER STEEL: Agrees to Sell Atlas Specialty Steels Assets
----------------------------------------------------------
Slater Steel Inc. announced that Slater Stainless Corp., a
subsidiary of Slater Steel, has entered into a definitive
agreement to sell substantially all of its assets located at the
Atlas Specialty Steels' facility in Welland, Ontario, Canada, to
Centre Steel Holdings Ltd. The transaction, which is expected to
close on, or about, April 30, 2004, is subject to certain
conditions, including approval from the Ontario Superior Court of
Justice. The Company will seek approval of the Court on April 29,
2004.

The Company and its subsidiaries sought creditor protection under
applicable Canadian and U.S. legislation on June 2, 2003 and have
announced either the wind down and orderly realization or the sale
of its remaining assets. Slater once again stated that it does not
expect that shareholders will receive any value from the
insolvency proceedings.


SNYDER'S DRUG STORES: Exits Chapter 11 Restructuring
----------------------------------------------------
Snyder's Drug Stores, Inc. announced that it has successfully
completed its Chapter 11 financial restructuring.

"This is a new beginning for Snyder's," said Dave Schwartz,
President. "We have new leadership, and we have significantly
strengthened, recapitalized and reinvigorated the company. We go
forward with a strong financial platform and a renewed focus on
Snyder's tradition of customer service excellence and superior
pharmacy services.

"I wish to thank our valued customers, employees, suppliers and
independent retailers and the communities in which we operate for
their extraordinary and ongoing support, loyalty and dedication,"
Mr. Schwartz said.

Snyder's Drug Stores is owned by the Katz Group of Edmonton,
Alberta, one of the largest chain drug store operators in North
America. Founded in 1928, Snyder's Drug Stores has 70 corporate
and 52 independent retail outlets. Snyder's enjoys a strong brand
and community awareness throughout the upper Midwest.


SOLUTIA: Exclusive Period to File Plan Extended through July 14
---------------------------------------------------------------
Section 1121(b) of the Bankruptcy Code provides for an initial  
120-day period after the Petition Date during which a debtor has  
the exclusive right to file a Chapter 11 plan.  Section  
1121(c)(3) provides that, if a debtor proposes a plan within the  
exclusive filing period, it has a period of 180 days after the  
Petition Date to obtain acceptances of the plan.

At the Solutia, Inc. Debtors' behest, the Court extends:  
  
   -- their Exclusive Plan Proposal Period through and including  
      July 14, 2004; and  
  
   -- their Exclusive Solicitation Period through and including  
      September 12, 2004.

The Debtors' Chapter 11 cases involve 15 Debtors with  
multinational businesses and assets and operating facilities  
located throughout the United States.  On a consolidated basis,  
the Debtors have nearly 90,000 potential creditors and in excess  
of $3,000,000,000 in liabilities.

M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher, LLP, in  
New York, informs the Court that the first three months of the  
Debtors' Chapter 11 cases required them to be extremely active on  
matters crucial to their ability to reorganize.  The Debtors have  
been busy:

   (a) securing interim postpetition financing immediately after
       the Petition Date and negotiating a much more favorable
       postpetition final debtor-in-possession financing
       agreement with a different financial institution;

   (b) stabilizing their business operations after the Petition
       Date;

   (c) completing a restructuring of Euronotes issued by Solutia
       Europe SA, a non-Debtor, but guaranteed by the Debtors,
       which removed that guaranty and has enabled their overseas
       subsidiaries to avoid the necessity of filing under
       Chapter 11 or reorganization statutes in their
       jurisdictions of incorporation;

   (d) addressing a multitude of creditor, vendor and customer
       inquiries and requests for information;

   (e) gathering information necessary for the Schedules of
       Assets and Liabilities and Statements of Financial
       Affairs, which were filed with the Court on March 2, 2004;

   (f) beginning the process of identifying and developing
       mechanisms for providing notice of a bar date in the
       Chapter 11 cases to a broad range of potential creditors;

   (g) negotiating an operating protocol with Monsanto and the
       Environmental Protection Agency to address immediately
       pressing environmental cleanup obligations; and

   (h) addressing certain litigation matters that are critical to
       the Debtors' reorganization.

Ms. Labovitz relates that the Debtors expended significant  
efforts and made considerable progress in developing a business  
plan as the basis for a Chapter 11 plan.  The Debtors initiated  
discussions with the Creditors Committee and other key  
constituencies, like the Retirees Committee and the Environmental  
Protection Agency, concerning a framework for resolving their  
most significant liabilities.  Although these efforts are  
progressing, the work to be done and the complexity of the issues  
will preclude being able to formulate a workable Chapter 11 plan  
in the short term.  The Debtors have identified a short list of  
steps that they will take next and will lead to the negotiation  
and proposal of a Chapter 11 plan, including:

   (a) completion of the Debtors' business plan;

   (b) establishment of a claims bar date and analysis of
       resulting claims;

   (c) resolution of the size and dischargeability of the
       Debtors' obligations to Pharmacia Corporation, Monsanto
       Company, the Environmental Protection Agency and certain
       other significant creditors; and

   (d) resolution of certain retiree obligations of the Debtors.

Ms. Labovitz assures the Court that the Debtors have been working  
diligently and in good faith toward completing these steps and  
anticipate further significant work and progress in these areas  
during the extension of the Exclusive Periods.

According to Ms. Labovitz, the Debtors have been paying their  
undisputed postpetition bills as they become due.  The Debtors  
anticipate having sufficient funds available, under their DIP  
Facility, to continue doing so throughout the extended Exclusive  
Periods.  Thus, the extension will not jeopardize the rights of  
creditors and other parties-in-interest during these Chapter 11  
cases.

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


STRATEGIC TECHNOLOGIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Lead Debtor: Strategic Technologies International, Inc.
             1516 South Street
             Philadelphia, Pennsylvania 19146

Bankruptcy Case No.: 04-12753

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      Gary Baiz                                  04-12698

Chapter 11 Petition Date: April 22, 2004

Court: Southern District of New York (Manhattan)

Judge: Carter Beatty

Debtors' Counsel: Barton Nachamie, Esq.
                  Todtman, Nachamie, Spizz & Johns, P.C.
                  425 Park Avenue
                  New York, NY 10022
                  Tel: 212-754-9400
                  Fax: 212-754-6262

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.


STRUCTURED ASSET: Fitch Cuts Four Class Ratings to C & D Levels
---------------------------------------------------------------
Fitch Ratings upgrades two, affirms two and downgrades four
classes of Structured Asset Securities Corp. residential
mortgage-backed certificates, as follows:

Structured Asset Securities Corp., mortgage pass-through
certificates, series 2000-1

          --Class B4 downgraded to 'C' from 'B';
          --Class B5 downgraded to 'D' from 'C'.

Structured Asset Securities Corp., mortgage pass-through
certificates, series 2001-2

          --Class A affirmed at 'AAA';
          --Class B1 upgraded to 'AAA' from 'AA+';
          --Class B2 upgraded to 'AA' from 'A+';
          --Class B3 affirmed at 'BBB';
          --Class B4 downgraded to 'C' from 'B';
          --Class B5 downgraded to 'D' from 'C'.

The upgrades are being taken as a result of low delinquencies and
losses, as well as increased credit support. The affirmations
reflect credit enhancement consistent with future loss
expectations.

The downgrades are the result of a review of the level of losses
incurred to date as well as Fitch's future loss expectations on
the current severely delinquent loans in the pipeline relative to
the applicable credit support levels as of the March 25, 2004
distribution.

SASCO 2000-1 remittance information indicates that 12.51% of the
pool is over 90 days delinquent, and cumulative losses are
$1,657,800 or 0.52% of the initial pool. Class B4 currently has
1.35% of credit support, and Class B5 currently has 0.00% of
credit support remaining.

SASCO 2001-2 remittance information indicates that 22.72% of the
pool is over 90 days delinquent, and cumulative losses are
$2,986,548 or 0.44% of the initial pool. Class B4 currently has
3.87% of credit support, and Class B5 currently has 0.00% of
credit support remaining.

Further information regarding current delinquency, loss and credit
enhancement statistics is available on the Fitch Ratings web site
at http://www.fitchratings.com/


TECNET: US Trustee Names 7-Member Official Creditors' Committee
---------------------------------------------------------------
The United States Trustee for Region 6 appointed seven of the
largest unsecured creditors of Tecnet, Inc.'s chapter 11 case, to
serve on an Official Committee of Unsecured Creditors:

      1. Brian Benjet
         MCI Worldcom Network Services, Inc.
         1133 19th Street NW
         Washington, DC 20036
         Tel: (202) 736-6409
         Fax: (202) 736-6320
         brian.benjet@mci.com

      2. Mike Bray
         Sprint Communications Company
         6480 Sprint Pkwy.
         Overland Park, Kansas 66251
         Tel: (913) 315-7211
         Fax: (913) 523-8263
         mike.bray@mail.sprint.com

      3. Jane E. Frey
         Qwest Communications Corporation
         1801 California, Suite 900
         Denver, Colorado 80202
         Tel: (303) 383-6480
         Fax: (303) 383-6665
         jane.frey@qwest.com

      4. Frank J. Fields
         Global Crossing Bandwidth, Inc.
         1080 Pittsford-Victor Road
         Pittsford, New York 14534
         Tel: (585) 255-1432
         Fax: (585) 381-6781
         frank.fields@globalcrossing.com

      5. Kim D. Larsen
         Broadwing Communications, LLC
         1122 Capital of Texas Hwy. S.
         Austin, Texas 78746
         Tel: (512) 742-3700
         Fax: (512) 328-7902
         klarsen@corvis.com

      6. Suzana Pereira
         Lucent Technologies
         600 Mountain Avenue, Room 7F513
         Murray Hill, New Jersey 07974
         Tel: (908) 582-7224
         Fax: (908) 582-6069
         suzanasouza@lucent.com

      7. David L. Waseity, Sr.
         Integrated Communication Solutions, Inc.
         4450 Belden Village St. NW, Suite 401
         Canton, Ohio 44718
         Tel: (330) 491-1540
         Fax: (330) 491-1537
         david.waseity@digital-ics.com

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 Garland, Texas, TECNET, Inc., provides
telecommunication services, filed for chapter 11 protection on
April 8, 2004 (Bankr. N.D. Tex. Case No. 04-34162). Mark A.
Weisbart, Esq., represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed estimated debts of over $10 million and
estimated debts of over $100 million.


TRIKEM: S&P Withdraws B+ Corp Credit Rating After Braskem Merger
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' foreign-
currency corporate credit rating on Trikem S.A. after the
conclusion of the merger of Trikem with its parent company Braskem
S.A. (Braskem, local-currency rating BB-/Stable; foreign-currency
rating: B+/Positive).

The merger was approved by Braskem's and Trikem's shareholders in
January 2004.

"From now on, Braskem will be the legal successor of all Trikem's
assets and liabilities, including Trikem Export Trust's US$100-
million investor certificates due 2004 and Trikem's US$250-million
senior notes due 2007," said Standard & Poor's credit analyst
Reginaldo Takara.


UAL CORP: Judge Wedoff Issues Decision on Airport Lease Disputes
----------------------------------------------------------------
The United Airlines Inc. Debtors filed four adversary proceedings
against the financial institutions representing these
Municipalities:

   (a) the City and County of San Francisco;
   (b) the Port Authority of New York and New Jersey;
   (c) the City of Los Angeles; and
   (d) the City and County of Denver.

The Debtors sought a declaratory judgment that their payment
obligations related to airport improvements are not obligations
arising under "leases" pursuant to Section 365 of the Bankruptcy
Code.  The Municipalities asserted that these instruments are
leases.

Judge Wedoff finds that the disputed securities are tax-exempt
bonds that were issued to finance the construction of airport
improvements for the benefit of the Debtors.  The debt service on
the bonds was to be paid by the Debtors.  

At the four airports, the Debtors occupy property under
agreements to make periodic payments for debt service on tax-
exempt bonds.  The agreements for each airport property are
denominated "leases."  The Debtors assert that the agreements
should not be treated as leases under Section 365, with the
potential effect of allowing them to retain occupancy without
lease assumption.

Judge Wedoff places the airports' economic situations in two
categories.  The first category is comprised of the leases with
San Francisco, New Jersey and New York, and Los Angeles, which
were involved in lease/leaseback transactions.  These
transactions have a common feature -- a bond-issuing agency
received an interest in a leasehold held by the Debtors.  The
agency leased that interest back to the Debtors in exchange for
rent equaling the debt service and administrative costs
associated with the bonds issued by the agency.  The lease term
ends with final payment of the bonds.  Judge Wedoff states that
the Debtors "are correct in contending that these leaseback
transactions are not true leases subject to assumption or
rejection under Section 365," for three reasons:

   (1) There cannot be a true lease where the lessor has no
       ownership interest at the end of the lease term.  The
       bond-issuing agencies have no ownership interest because
       the property interest they leased to the Debtors is itself
       a leasehold that terminates at the end of the term of the
       leaseback;

   (2) The Debtors' rental payments under the leaseholds were not
       calculated to compensate the agencies for the use of the
       transferred leasehold, but were defined by the amounts
       needed to pay the bonds; and

   (3) The leaseback transactions are the economic equivalent of
       leasehold mortgages, a recognized real estate financing
       mechanism.

On the other hand, Judge Wedoff concludes that the Denver
financing arrangement constitutes a true lease.  The City of
Denver unquestionably occupies a traditional lessor's position.  
It owns the leased property and at the end of the lease term, it
is entitled to a return of the property, with a substantial
portion of its economic life intact.  Denver bears a genuine risk
of change in the property value at the end of the lease term.

As a result, Judge Wedoff grants the Debtors' requests for
summary judgment with respect to their arrangement with San
Francisco, New Jersey and New York, and Los Angeles.  The Court
denies the Debtors' request for summary judgment with respect to
the Denver arrangement.  

Accordingly, Denver's request for summary judgment is granted.  
The requests for summary judgment by Francisco, New Jersey and
New York, and Los Angeles are denied.

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: Will Release First Quarter 2004 Results Tomorrow
------------------------------------------------------------
US Airways Group Inc. will announce its first quarter 2004 results
on Tuesday, April 27, 2004, at 11 a.m., Eastern Daylight Time.

A conference call will be held with analysts from the investment
community.  The media and other interested parties are  
invited to listen via a special Webcast on US Airways' Web site  
at http://investor.usairways.com/medialist.cfm

Participants must log on at least five minutes prior to the  
call to register.  An archive of the conference call also will be  
available at http://www.usairways.comfor one year from completion  
of the call.  A telephone replay of the call will be available
through 11 a.m., Eastern time, April 30, 2004, by calling
973-341-3080, PIN 4705658. (US Airways Bankruptcy News, Issue No.
52; Bankruptcy Creditors' Service, Inc., 215/945-7000)


VICWEST CORPORATION: Mackenzie Financial Holds 16.8% Equity Stake
-----------------------------------------------------------------
Mackenzie Financial Corporation, announces that certain mutual
fund and private client accounts for which Mackenzie serves as
manager have acquired 3,257,423 shares of Vicwest Corporation's  
outstanding common stock, and as of April 22 own 3,220,857 common
shares. Mackenzie has control, but not ownership of these shares.
As a result of the transaction, Mackenzie holds 16.8% of Vicwest's
outstanding common stock. Mackenzie's acquisition of Vicwest
common stock was in satisfaction of indebtedness of Vicwest owned
by the Funds, under Vicwest's Plan of Compromise and
Reorganization.

The Funds originally invested in the indebtedness for investment
purposes only and not with the purpose of influencing control or  
direction of Vicwest, and those intentions continue with the
conversion of the indebtedness into common shares. The Mackenzie
funds may, subject to market conditions, make additional
investments in or dispositions of securities of Vicwest including
additional sales or purchases of shares of common stock.
Mackenzie's Funds do not, however, intend to acquire 20% of any
class of the outstanding voting or equity securities of Vicwest
Corporation.

Mackenzie Financial Corporation is a multi-faceted investment
management and financial services corporation founded in 1967.
Mackenzie's core business is the management of mutual funds on
behalf of Canadian investors. The company manages approximately
$40.4 billion for more than one million investors through its
family of mutual, segregated and pension funds. Mackenzie funds
are sold through more than 40,000 independent financial advisors
across Canada.

Vicwest Corporation, with corporate offices in Oakville, Ontario,
is Canada's leading manufacturer of metal roofing, siding and
other metal building products. Westeel Limited, the Company's
wholly-owned subsidiary based in Winnipeg, is Canada's foremost
manufacturer of steel containment products for the storage of
grain, fertilizer and petroleum products.

On May 12, 2003, the Company obtained protection under the CCAA in
the Ontario Superior Court of Justice for protection from its
creditors to allow for development of a restructuring plan. On
September 15, 2003, the Company emerged from restructuring
pursuant to the Companies' Creditors Arrangement Act with
implementation of its court-sanctioned Plan of Compromise and
Reorganization.


WEIRTON STEEL: Proceeds with Asset Sale Following Judge's Decision
------------------------------------------------------------------
Weirton Steel Corp.'s chief executive officer said he is pleased
that a federal bankruptcy court judge has approved the company's
request to sell substantially all of its assets to Cleveland-based
International Steel Group (ISG) Inc.

"Our employees, our other stakeholders and the Upper Ohio Valley
can now breath a little easier. All the uncertainty and stress
during the 11 months of this bankruptcy finally can be put aside.
There is great comfort in knowing steelmaking will continue in
Weirton," said D. Leonard Wise, Weirton Steel chief executive
officer.

"Obviously, our legal team and the other attorneys supporting the
sale to ISG, did a superb job in proving our position that ISG had
the highest and best bid. We knew we needed to present sound
evidence that we made the right decision in seeking this sale.
It's quite difficult for smaller mills to survive these days.
Therefore, as part of ISG, one of the nation's largest
steelmakers, Weirton will have greater chance of surviving given
the growing worldwide consolidation of steel companies."

Wise said the company decided in February - nine months after
filing for bankruptcy protection -- to sell its assets after
weighing whether or not to reorganize the company and emerge as an
independent steelmaker.

"It's true that today, market conditions are better and our
liquidity has improved. However, this industry is cyclical and
unforeseen equipment problems, coupled with the shortage of coke
to make iron, placed too many risks on Weirton's future if it
attempted to emerge as an independent company," noted Wise.

"We wish the very best to ISG and to the employees of the ISG-
Weirton Plant. This is a good day for the Upper Ohio Valley."

Weirton Steel filed for chapter 11 bankruptcy on May 19, 2004. It
is the fifth largest U.S. integrated steel company and the
nation's second largest producer of tin mill products.

Weirton Steel began operations in 1909 and currently employs
3,000.


WESTERN GAS: Redeems All Remaining $2.625 Conv. Preferred Shares
----------------------------------------------------------------
Western Gas Resources, Inc. (NYSE: WGR) announced the results of
its previously announced redemption of all the shares of its
$2.625 Cumulative Convertible Preferred Stock completed on April
20, 2004. Of the remaining shares of Preferred Stock called for
redemption, holders elected to convert 1,237,653 shares and
Western redeemed all of the remaining 7,939 shares. Western issued
approximately 1,556,791 shares of its common stock for the shares
of Preferred Stock tendered for conversion and paid $391,000 for
the shares of Preferred Stock redeemed. As of April 21, 2004,
following the redemption, approximately 36,815,407 shares of
Western's common stock are issued and outstanding.

Following completion of the redemption on April 20, 2004, there
are no remaining shares of the Preferred Stock outstanding. Any
holder of certificates representing the Preferred Stock that have
not been surrendered for cancellation no longer have any rights
pursuant to such certificates except for the right to receive the
redemption price of $50.467 per share, without interest thereon,
upon surrender of the certificates. The Company intends to apply
to the New York Stock Exchange for delisting of the Preferred
Stock.

Western is an independent natural gas explorer, producer,
gatherer, processor, transporter and energy marketer providing a
broad range of services to its customers from the wellhead to the
sales delivery point.  The Company's producing properties are
located primarily in Wyoming, including the developing Powder
River Basin coal bed methane play, where Western is a leading
acreage holder and producer, and the rapidly growing Pinedale
Anticline.  The Company also designs, constructs, owns and
operates natural gas gathering, processing and treating facilities
in major gas-producing basins in the Rocky Mountain, Mid-Continent
and West Texas regions of the United States.  For additional
Company information, visit Western's web site at
http://www.westerngas.com/

As reported in the Troubled Company Reporter's February 26, 2004
edition, Western Gas Resources, Inc.'s outstanding credit ratings
have been affirmed by Fitch Ratings as follows:

        -- Senior unsecured debt rating 'BBB-';
        -- Senior subordinated notes 'BB+';
        -- Preferred stock 'BB'.

In addition, Fitch has assigned a 'BBB-' rating to WGR's $300
million revolving credit facility due April 2007. The Rating
Outlook is Stable.

WGR's ratings reflect the core competencies of its natural gas
midstream operations and growing Rocky Mountain natural gas
exploration and production (E&P) unit. In addition, the Stable
Rating Outlook incorporates WGR's improved balance sheet profile
and the expectation that consolidated credit measures will remain
consistent with WGR's ratings even under a stressed commodity
price environment.


WESTPOINT: Asks for Court Approval to Enter into Dermody Lease
--------------------------------------------------------------
WestPoint Stevens Inc. seeks the Court's authority to enter into a
non-residential real property lease for the premises located at 45  
Vista Boulevard in Sparks, Nevada, with Dermody Industrial Group,  
pursuant to Section 363 of the Bankruptcy Code.

John J. Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, in New  
York, relates that the Debtors currently operate a pillow  
manufacturing plant located in Sparks, Nevada, in a space leased  
from Reno Industrial Investments, LLC.  However, the 97,000-
square foot Sparks Facility does not provide adequate space to  
store the Debtors' finished goods pending shipment to purchasers.

Accordingly, the Debtors are required to enter into short-term  
leases of additional space to meet their warehousing needs.  Mr.  
Rapisardi says that sales of pillows manufactured at the Sparks  
Facility have increased from approximately $18 million last year  
to an expected $23 million this year.  This growth in sales,  
which the Debtors anticipate will continue, has put a greater  
demand on their present and future needs for warehousing space.

However, Mr. Rapisardi points out that short-term leasing is not  
an economically efficient alternative, as it requires loading  
goods onto trailers or lift trucks, transporting the goods, and  
unloading the goods.  The Debtors are forced to employ a  
substantial force of temporary employees solely to transport the  
manufactured goods and maintain the additional warehousing space.   
In addition to these increased costs, the Debtors encounter  
significant logistical complications associated with the  
transport of finished product each time a set of orders is  
completed.

Because of the increased costs and logistical difficulties, the
Debtors determine that they need to consolidate their  
manufacturing and warehousing needs into one facility.  After  
conducting a thorough search for an appropriate location in the  
area, the Debtors negotiated with Dermody for the lease of the  
Dermody Facility.   

The salient terms of the Dermody Lease are:

   (a) The term of the Lease is three years from June 1, 2004, to  
       May 31, 2007.  The three-year term will automatically be  
       extended for an additional three years upon the Debtors'  
       emergence from Chapter 11.  In the event an extension to  
       six years occurs, the Debtors will have an option to renew  
       for an additional five years;

   (b) Area of the Lease space is 162,000 square feet with  
       over two dozen docking bays, providing flexibility for the  
       warehousing and distribution functions of the space;

   (c) The Debtors may install equipment in and use the
       Dermody Facility for storage rent-free until June 1, 2004;

   (d) Base rent is $40,650 per month for the first year, or
       approximately $0.25 per square foot per month.  The base  
       rent escalates over the term up to a maximum of $50,406  
       per month in the sixth year; and

   (e) The Debtors are responsible for certain Additional Rent,  
       which includes the Debtors' prorated share of Dermody's  
       operating costs, depreciation fees, and taxes.  Dermody  
       may elect to estimate Additional Rent at $9,754 per month,  
       or approximately $0.06 per square foot per month, subject  
       to an annual reconciliation.

Because it will take several months to transition out of the  
Sparks Facility, the Debtors do not seek to reject the Sparks  
Lease at this time, but will do so when the transition to the  
Dermody Facility is close to completion.   

The Debtors believe that entry into the Dermody Lease is within  
the ordinary course of their business and, pursuant to Section  
363(c) of the Bankruptcy Code, does not require Court approval.
Nevertheless, the Debtors are seeking the Court's approval.

Mr. Rapisardi tells the Court that the size of the Dermody  
Facility will allow the Debtors to maintain both their  
manufacturing and warehousing facilities in a single location.   
As a result, the Debtors will no longer incur the logistical  
complications and additional costs associated with leasing and  
transporting finished product between the Sparks Facility and  
their external warehousing space.

Consolidation of the Debtors' manufacturing and warehousing  
operations into the Dermody Facility will increase yearly rental  
obligations to approximately $100,000, compared to the average  
rental obligations under the Sparks Lease and the short-term  
warehousing leases.  However, logistical and economic  
efficiencies will be achieved that will result in net savings for  
the Debtors over the term of the Dermody Lease.  For example, the  
Debtors will be able to eliminate temporary employee positions  
that have been dedicated to transporting products and maintaining  
the additional warehousing spaces at a savings of approximately  
$360,000 per year, not including overtime, resulting in net  
savings of approximately $260,000 per year.  In addition, the
Dermody Facility has over two dozen docking bays, which will  
provide greater efficiencies with respect to scheduling and  
distribution compared to the two docks at the Sparks Facility.

The Debtors' right of early occupancy, without incurring any  
corresponding rental obligation, will allow the Debtors to  
transition their manufacturing operations from the Sparks  
Facility to the Dermody Facility while minimizing double rent  
obligations and the need for additional short-term warehousing  
space. (WestPoint Bankruptcy News, Issue No. 21; Bankruptcy
Creditors' Service, Inc., 215/945-7000)  


WISE METALS: S&P Rates Corporate Debt at B with Stable Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Wise Metals Group LLC. At the same time, Standard
& Poor's assigned its 'B' rating to the company's (co-issued with
Wise Alloys Finance Corp.) proposed $150 million senior secured
notes due 2012. The outlook is stable. Proceeds of the notes will
mainly be used to refinance existing debt as well as repurchase
some membership interests owned by inactive members. The
Linthicum, Md.-based manufacturer of aluminum can sheet will
have approximately $175 million in total debt following the
completion of its refinancing.

"The ratings on Wise Metals reflect the company's lack of
operating diversity, customer concentration risk, very weak
margins and aggressive capital structure," said Standard & Poor's
credit analyst Paul Vastola. However, ratings are supported by
recession resistant end-use demand, currently favorable market
fundamentals, increased liquidity levels from its planned
refinancing, and some margin stability provided through
contractual arrangements.

Wise Metals' business risk is heightened by its concentration of
operations at a single facility, the 1.1 billion-pound capacity
Listerhill plant in Muscle Shoals, Alabama. The facility accounts
for approximately 15% of U.S. rolling mill capacity, but is
operating at a low capacity utilization rate of around 60%. Also,
any meaningful operational problems at the facility could
compromise Wise Metals' ability to service its customers. Wise
Metals competes with substantially larger and financially
stronger, integrated rivals, Alcoa Inc. and Alcan Inc., which
together compose 75% of the aluminum beverage-can-sheet market. In
addition, Wise Metals faces high customer concentration risk, with
its two largest customers, Ball Corp. and Crown Holdings Inc.,
accounting for 91% of sales in 2003. Such high customer
concentration could be problematic if one of these companies
reduced its purchasing requirements from Wise Metals. Still,
currently tight supply conditions likely preclude any meaningful
changes. Moreover, given the highly concentrated nature of the
aluminum can supply chain, customer relationships tend to be long-
term and highly interdependent in nature.

Wise Metals produces aluminum can sheet primarily through the
use of aluminum scrap. Approximately 70% of the company's metal
usage is derived from scrap, with the remainder provided by
primary aluminum purchases. The company's business model is
focused on reducing raw-material price risk and ensuring a margin
over metal spread.


WORLDCOM: Agrees to Settle Wilmington Lease Dispute
---------------------------------------------------
Stephen A. Youngman, Esq., at Weil, Gotshal & Manges, LLP, in
Dallas Texas, tells the Court that Debtor MCI WorldCom Network
Services, Inc., as successor-in-interest to Williams
Telecommunications Company, entered into a Participation
Agreement on April 16, 1987, with:

   * DFO Partnership,
   * Wilmington Trust Company, as owner trustee,
   * William J. Wade, as co-trustee,
   * certain financial institutions, and
   * The Connecticut Bank and Trust Company, N.A., as indenture
     trustee.

Mr. Youngman relates that the Trustees purchased a facility for
DFO Partnership's benefit.

In connection with the sale-leaseback transactions contemplated
by the Participation Agreement, Wilmington Trust and MCI entered
into three Operative Documents:

   (a) a Lease Agreement on April 16, 1987, where MCI leased from
       the Trustees a facility -- a digital microwave
       telecommunications system comprising 841 route miles
       starting in Evanston, Wyoming and ending in Portland,
       Oregon and running through the States of Wyoming, Utah,
       Idaho, Oregon and Washington;

   (b) a Property Rights Agreement, dated as of April 27, 1987;
       and

   (c) a Support Agreement, dated as of April 16, 1987.

The Facility is physically located on a land that is leased or
otherwise utilized by the Debtors pursuant to those leases and
other land use agreements under the Property Rights Agreements.  
Except for defaults that may have occurred as a result of the
delayed tax payments, there are no existing defaults under the
Property Rights Agreements.

MCI's obligations under the Operative Documents are guaranteed by
WorldCom pursuant to a Guaranty dated as of January 4, 2000.  

Mr. Youngman notes that in April 1987, MCI leased the Facility to
Northwest Pipeline Corporation pursuant to the terms of a
Facilities Use Agreement, dated as of April 7, 1987.

The Primary Lease expired on July 14, 2002.  In August 2001, MCI
decided not to renew the Lease.  However, Wilmington Trust and
Mr. Wade, at DFO's direction, would not accept the surrender of
the Facility or the termination of Primary Lease and alleged
that:

   (a) MCI could not terminate the Primary Lease until all
       liens and encumbrances were released; and

   (b) Northwest's rights under the Facilities Use Agreement
       constituted a lien in violation of the terms of the
       MCI-Northwest Lease.

To resolve their disputes, the Debtors, Wilmington Trust, Mr.
Wade, DFO and Northwest entered into a settlement agreement,
which Judge Gonzalez approved.  

The terms of the Settlement Agreement are:

A. Sale of Facility

   On the Closing Date, the Trustees will sell to Northwest all   
   of their right, title and interest in the Facility.

B. Assignment of Rights

   On the Closing Date, the Trustees will assign to Northwest,
   all of their right, title and interest in the Operative
   Documents.

C. Purchase Price

   Northwest will deposit with the Trustees $2,700,000 to be
   released to the Trustees on the Closing Date.  Investment
   earnings on the amount will be for the account of the
   Trustees.  If Closing does not occur prior to May 1, 2004, the
   Purchase Price will be returned to Northwest.  

D. Reservation of Trustees' Claims

   Until the Closing, the Debtors will reserve the full amount
   of the distribution under the Plan allocable to the Trustees'
   Claims, provided, however, upon Closing, the Debtors need only
   reserve the amount allocable to the Modified Claim.  All
   amounts payable with respect to the Trustees' Claim or the
   Modified Claim, as applicable, will be distributed in
   accordance with the terms of the Plan.

E. Settlement of Claim

   On the Closing Date, the Debtors, the Trustees and DFO will
   acknowledge the amount of the Trustees and DFO's claims
   asserted in connection with the Lease and the other Operative
   Documents to be:

      -- $2,982,218 as of October 31, 2003, plus $479 in interest
         per day after October 31, 2003 until the Closing Date;
         and

      -- contingent and unliquidated amounts in respect of legal
         fees and costs in an amount not to exceed $75,000.

   The claims will be allowed as general unsecured claims and
   will remain in favor of the Trustees and DFO and will not be
   sold or assigned to Northwest.

F. Termination of Operative Documents

   The Operative Documents will terminate on the Closing Date.

G. Transfer of Property Rights

   The Debtors will transfer its rights, under the Property
   Rights Agreements, to Northwest and any continuing obligations
   under the Property Rights Agreements will be assumed by
   Northwest.  The Property Rights will be transferred free and
   clear of any lien, including any lien for Taxes.

H. Condition Precedent

   The Debtors and Northwest should obtain the FCC's consent for
   the transfer to Northwest of the FCC Licenses currently
   held by the Debtors with respect to the Facility.  As of the  
   Closing Date, the Debtors will transfer to Northwest the FCC
   Licenses.  In the event that the parties are unable to obtain
   FCC consent, the Debtors and Northwest agree to negotiate in
   good faith regarding a mutually acceptable management
   agreement relating to the operation of the Sites that
   satisfies all rules and regulations of the FCC.  Upon
   negotiation of a management agreement mutually satisfactory
   to Northwest and the Debtors, the parties agree to proceed to
   close in a timely manner the transactions contemplated by the
   Settlement Agreement.

   In the event that the Closing will not occur by May 1, 2004,
   the Settlement Agreement will terminate, the provisions will
   have no further force and effect, and nothing will prejudice
   the Trustees' Claims.

I. Transfer of Certain Equipment

   As of the Closing Date, MCI will transfer to Northwest the
   Equipment and Inventory.

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. (Worldcom
Bankruptcy News, Issue No. 51; Bankruptcy Creditors' Service,
Inc., 215/945-7000)  


* BOND PRICING: For the week of April 26 - 30, 2004
---------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Comm                          3.250%  05/01/21    43
American & Foreign Power               5.000%  03/01/30    69
Best Buy                               0.684%  06/27/21    73
Burlington Northern                    3.200%  01/01/45    54
Burlington Northern                    3.800%  01/01/20    75
Calpine Corp.                          7.750%  04/15/09    73
Calpine Corp.                          8.500%  02/15/11    74
Calpine Corp.                          8.625%  08/15/10    73
Comcast Corp.                          2.000%  10/15/29    39
Cummins Engine                         5.650%  03/01/98    74
Cox Communications Inc.                2.000%  11/15/29    37
Delta Air Lines                        2.875%  02/18/24    72
Delta Air Lines                        7.900%  12/15/09    65
Delta Air Lines                        8.000%  06/03/23    71
Delta Air Lines                        8.300%  12/15/29    53
Delta Air Lines                        9.000%  05/15/16    59
Delta Air Lines                        9.250%  03/15/22    59
Delta Air Lines                        9.750%  05/15/21    61
Delta Air Lines                       10.125%  05/15/10    67
Delta Air Lines                       10.375%  02/01/11    68
Delta Air Lines                       10.375%  12/15/22    63
Elwood Energy                          8.159%  07/05/26    69
Exide Corp.                           10.000%  04/15/05    20
Foamex L.P.                            9.875%  06/15/07    67
Finova Group                           7.500%  11/15/09    61
General Physics                        6.000%  06/30/04    52
Goodyear Tire                          7.000%  03/15/28    75
Inland Fiber                           9.625%  11/15/07    60
Level 3 Communications                 6.000%  09/15/09    63
Level 3 Communications                 6.000%  03/15/10    62
Liberty Media                          3.750%  02/15/30    69
Liberty Media                          4.000%  11/15/29    74
Mirant Corp.                           2.500%  06/15/21    58
Mirant Corp.                           5.750%  07/15/07    59
Motorola Inc.                          5.220%  10/01/97    74
Northern Pacific Railway               3.000%  01/01/47    52
Polaroid Corp.                         7.250%  01/15/07    25
Polaroid Corp.                        11.500%  02/15/06    25
Solutia Inc.                        `  7.375%  10/15/27    42
Universal Health Services              0.426%  06/23/20    59

                           *********

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, 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 ***