TCR_Public/040427.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, April 27, 2004, Vol. 8, No. 82

                           Headlines

ABITIBI CONSOLIDATED: First Quarter Loss Tops $31 Million
ADELPHIA: JPMorgan Moves to Estimate FrontierVision Claims
ADESA: S&P Assigns BB Rating to Corporate & Sr. Secured Bank Debt
AIRNET: Raises $5.5M from Private Placement to Fund Operations
AMC FINANCIAL: Reinstates Liquidation and Dissolution Plan

AMERCO: Equity Committee Terminated on Plan's Effective Date
AMERICAL CORPORATION: Brings-In Parker Poe as Bankruptcy Counsel
AMERICAN COAL: Ex-Auditors Air Going Concern Uncertainties
APPLIANCE CONTROLS: Signs Up Shaw Gussis as Bankruptcy Attorneys
APPLIANCE CONTROLS: Look for Schedules & Statements by May 27

ASPEN DAIRY: Case Summary & 8 Largest Unsecured Creditors
BLEEKER STRUCTURED: Fitch Rates $35 Million Class C Sr. Notes at B
BUCKSPORT APARTMENTS: Voluntary Chapter 11 Case Summary
BUDGET GROUP: Court Confirms 2nd Amended Liquidation Plan
CASHPOINT NETWORK: Penn. Banking Department Suspends License

CENTURY ALUMINUM: S&P Affirms BB- Ratings with Stable Outlook
COLLATERALIZED SYNTHETIC: S&P Downgrades 2000-1 Series Ratings
COVANTA LAKE: Asks Court to Dismiss Chapter 11 Petition
CREECH BROTHERS: Case Summary & 20 Largest Unsecured Creditors
DALEEN TECH: Negotiating to Cure Default under Silicon Valley Loan

DAN RIVER: Turns to Conway Del Genio for Restructuring Advice
DELTA FINANCIAL: Redeeming All Outstanding Series A Pref. Stock
DISTRIBUTION DYNAMICS: Files for Chapter 11 to Facilitate Sale
ENRON CORPORATION: Objects to 11 Overstated Mega Claims
EPOCH 2000-1: S&P Gives Low-B & Junk Ratings to 3 Classes

EXIDE: Union Pacific Asks Court to Allow $349,911 Demurrage Claim
FEDERAL-MOGUL: Court OKs Modifications to AlixPartners' Employment
GENESIS: NeighborCare to Report Q2 2004 Results on May 12
GRENADA MANUFACTURING: Employing Harris & Geno as Attorneys
GROUND ROUND: U.S. Restaurant Affiliate Wins Bid for Assets

GTC TELECOM: Signs Agreement to Acquire TelSpan, Inc.
HEFFLEY COMPANY: Case Summary & 20 Largest Unsecured Creditors
HNPD INC: Case Summary & 20 Largest Unsecured Creditors
HOLLYWOOD ENTERTAINMENT: 2003 Net Income Narrows to $185.1 Million
INTEGRATED HEALTH: Wants Until June 4 Remove Actions

LAB-INTERLINK INC: Case Summary & 20 Largest Unsecured Creditors
MATRIA HEALTHCARE: Stretches Senior Debt Tender Offer to May 28
MERRILL LYNCH: Fitch Rates 1996-C2 Classes F & G at Low-B Levels
MUELLER HOLDINGS: S&P Assigns B- Rating to Senior Unsecured Notes
MIRANT AMERICAS: Repudiates Bosque Tolling Pact with Mirant Texas

NATL CENTURY: Martin Cohen Designated as VI/XII Collateral Trustee
NATIONAL STEEL: Creditor Trust Objects to PE Tech's $797K Claim
NEVADA POWER: S&P Rates $100M Synthetic Bank Credit Facility at BB
NRG ENERGY: Dick Corp. Wants to Prosecute Its Claims
OCUMED GROUP INC: Case Summary & 20 Largest Unsecured Creditors

OMNE STAFFING: Section 341(a) Meeting Slated for May 12, 2004
OXFORD HEALTH: S&P Removes Low-B Ratings from Credit Watch
PARMALAT GROUP: Campina Acquires 90% of Parmalat Thailand
PHILADELPHIA GAS: S&P Lowers Ratings & Changes Outlook to Negative
POLAROID: Distributes New Equity to Unsecured Creditors

PHOENIX CHAPEL: Case Summary & 5 Largest Unsecured Creditors
POLYONE CORPORATION: Hosting Earnings Conference Call on April 30
PROGRESSIVE PROCESSING: U.S. Trustee Names Creditors' Committee
SOLUTIA INC: Asks for Authority to Take Actions for Foreign Units
STATE LINE DRYWALL: Case Summary & 20 Largest Unsecured Creditors

STELCO: Steelworkers Call on Rights under Labour Relations Act
TECNET: U.S. Trustee Schedules Section 341(a) Meeting for May 18
TEXAS PETROCHEMICALS: S.D. Texas Bankruptcy Court Confirms Plan
TEXAS PETROCHEM: Will Issue $60MM Senior Notes Pursuant to Plan
UNITED AIRLINES: Retiree Committee Wants to Retain FTI Consulting

VALVO'S CONVENIENCE: Case Summary & Largest Unsecured Creditors
VANGUARD HEALTH: Q3 2004 Conference Call Webcast is on May 11
WEIRTON: FW Holdings Asserts Property Rights Against MABCO Steam
WESTPOINT: Will Open First China Office in Shanghai on July 1
WORLDCOM INC: Selling 25 Tower Assets to MidAmerica Towers

WORLDCOM: Calais Again Ups Embratel Offer & Opposes Sale to Telmex
WRENN ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors

* Large Companies with Insolvent Balance Sheets

                           *********


ABITIBI CONSOLIDATED: First Quarter Loss Tops $31 Million
---------------------------------------------------------
Abitibi Consolidated Inc. reported a first quarter loss of $31
million compared to net earnings of $180 million recorded in the
first quarter of 2003 and a loss of $81 million in the fourth
quarter of 2003. Included in the quarter's results was an after-
tax loss of $35 million on the translation of foreign currencies,
mainly the Company's U.S. dollar-denominated debt (compared to an
after-tax gain of $239 million in the first quarter of 2003), and
an after-tax gain of $70 million from the sale of its remaining
25% stake in SFK Pulp General Partnership.

Although not a GAAP-measure, the loss would have been $65 million,
or 15 cents per share, before the impact of foreign currency
translation and other specific items in the first quarter. This
compares to a loss of $91 million, or 21 cents a share, in the
first quarter of 2003.

The operating loss from continuing operations in the first quarter
(which include $7 million of closure costs) was $17 million
compared with $36 million in the same quarter of 2003. The
improvement year-over-year, despite a stronger Canadian dollar, is
mainly attributable to higher U.S. dollar selling prices and lower
operating costs in all segments.

"Prices for all of our products continue to improve and, as a
result, our EBITDA before closure costs was up more than 40% from
the fourth quarter of 2003," said President and Chief Executive
Officer, John Weaver. "The recent newsprint price increase is
evidence that the supply and demand picture in North America has
found balance. More recently, market demand is improving and
anecdotal evidence in the publishing community as well as our own
order book suggests that we will continue to be sold out in Q2."

Apart from what has already been indefinitely idled, the Company
operated its mills at full capacity in the first quarter, taking
no market-related downtime in North America. The Company's
newsprint inventories were flat at the end of the quarter compared
with year-end levels.

                              Currency

Compared to the first quarter of 2003, the Canadian dollar was 15%
stronger against the U.S. dollar in the first three months of
2004. The Company estimates the negative impact of this year-over-
year appreciation on its operating results to be approximately $69
million.

                              PanAsia

PanAsia, a 50-50 joint-venture, recorded net earnings of US$10
million and EBITDA of US$31 million in the first quarter of 2004,
on sales of US$229 million. Construction at PanAsia's new Hebei,
China newsprint mill, got underway during the quarter as well.

                               CapEx

Capital expenditures during the quarter were $69 million, as the
project to convert the Alma, Quebec newsprint mill to produce
Equal Offset(R) (EO) nears its final stages. The machine has been
stopped for final construction changes and will begin ramping up
in the next couple of months towards its EO capacity of 230,000
tonnes. The Company also continued its hydro modernization project
at Iroquois Falls, Ontario.

                              Covenants

The Company met its original interest coverage covenant of 1.25x
for the first quarter, recording an interest-to-EBITDA coverage
ratio of 1.29x on a twelve-month rolling basis. However, early in
the quarter and as a measure of prudence, the Company requested,
and obtained, an amendment to its interest coverage covenant,
which was reset to 1.00x for both the first and second quarters of
2004.

                        Labour Negotiations

On January 22, 2004, the Communications, Energy and Paperworkers
Union of Canada (CEP) selected Abitibi-Consolidated as the
pattern-setting employer in the upcoming negotiations in Eastern
Canada for a new collective agreement. Significant progress has
been realized since negotiations began. This collective agreement
covering approximately 4,800 workers in 12 mills of the Company's
newsprint and value-added divisions will expire on April 30, 2004.
Local issues and contract language are completed in eleven of the
twelve operating units covered by the 2004 negotiation and should
be completed in the coming weeks. Thereafter, negotiation on major
issues such as the duration of the collective agreement, wages,
benefits, pension plan and job security will start at the national
level.

Abitibi-Consolidated is a global leader in newsprint and uncoated
groundwood (value-added groundwood) papers as well as a major
producer of wood products, generating sales of CAN$5.4 billion in
2003. With 15,000 employees, excluding PanAsia, the Company does
business in more than 70 countries. Responsible for the forest
management of 17.5 million hectares, Abitibi-Consolidated is
committed to the sustainability of the natural resources in
its care. The Company is also the world's largest recycler of
newspapers and magazines, serving 17 metropolitan areas with more
than 11,200 Paper Retriever(R) collection points and 14 recycling
centres in Canada, the United States and the United Kingdom.
Abitibi-Consolidated owns or is a partner in 27 paper mills, 21
sawmills, 4 remanufacturing facilities and 1 engineered wood
facility in Canada, the U.S., the UK, South Korea, China and
Thailand.

                           *   *   *

As previously reported, Standard & Poor's Ratings Services lowered
its long-term corporate credit rating on newsprint producer
Abitibi-Consolidated Inc. to 'BB' from 'BB+'. At the same time,
all ratings outstanding, including those on subsidiary Abitibi-
Consolidated Co. of Canada, were lowered to 'BB' from 'BB+'. The
outlook is negative.

The downgrade stems from the significant deterioration in
profitability and cash flow protection, due to a strong Canadian
dollar and protracted weakness in North American newsprint demand,
and the increased likelihood that the company will not be able to
achieve financial performance through the cycle that is
commensurate with the former ratings.


ADELPHIA: JPMorgan Moves to Estimate FrontierVision Claims
----------------------------------------------------------
JPMorgan Chase Bank, formerly known as The Chase Manhattan
Bank, is the Administrative Agent under the December 19, 1997
Second Amended and Restated Credit Agreement among:

   * FrontierVision Operating Partners L.P., as the Borrower;
   * the Lenders;
   * J.P. Morgan Securities, Inc., as the Syndication Agent; and
   * CIBC, Inc., as the Documentation Agent.

In connection with the FrontierVision Credit Agreement, certain
FrontierVision Debtors also executed a series of ancillary
documents, including security, pledge and guarantee agreements
relating to the FrontierVision Debtors' obligations.

Dennis F. Dunne, Esq., at Milbank, Tweed, Hadley & McCloy, LLP,
in New York, relates that pursuant to the Credit Documents, the
FrontierVision Debtors' obligations under the Credit Agreement
are secured not only by stock pledges, but also by, inter alia,
mortgages and property perfected first priority security interest
in, and liens on, substantially all of the FrontierVision
Debtors' assets, whether tangible or intangible.

The FrontierVision Debtors are:

     (1) Adelphia Communications of California III, LLC
     (2) FOP Indiana, L.P.
     (3) FrontierVision Access Partners, LLC
     (4) FrontierVision Cable New England, Inc.
     (5) FrontierVision Capital Corporation
     (6) FrontierVision Holdings Capital Corporation
     (7) FrontierVision Holdings Capital II Corporation
     (8) FrontierVision Holdings, L.P.
     (9) FrontierVision Operating Partners, L.L.C.
    (10) FrontierVision Operating Partners, L.P.
    (11) The Main InternetWorks, Inc.

On May 7, 2003, pursuant to the Court's DIP Financing Orders, the
deadline expired for any party-in-interest to challenge whether
JPMorgan Chase and the FrontierVision Lenders duly and properly
perfected the FrontierVision Liens under applicable non-
bankruptcy law.

Mr. Dunne states that the FrontierVision Debtors had filed their
Schedules of Liabilities and Statements of Financial Affairs.
These Schedules list as "contingent," "unliquidated," and
"disputed" the claims relating to the FrontierVision Credit
Agreement.

On July 6, 2003, the Creditors Committee sought permission to
commence an adversary proceeding setting forth 52 generalized
counts against more than 400 financial institutions, investment
portfolios, funds, trusts, and insurance companies, including
JPMorgan Chase and the FrontierVision Lenders.  The Complaint
directs only one of the 52 counts (Count 49 -- the Preference
Claims) exclusively at the FrontierVision Lenders.

By this motion, JPMorgan Chase asks Judge Gerber to:

    (i) direct that the FrontierVision Claims be estimated in
        the FrontierVision Debtors' Chapter 11 cases for all
        purposes, including allowance;

   (ii) direct that the FrontierVision Claims be estimated in
        accordance with the proposed Estimation Procedures; and

  (iii) set dates and a briefing schedule with respect to the
        Estimation Hearing and Procedures.

Mr. Dunne tells the Court that the resolution of the
FrontierVision Claims will not impact the resolution of the ACOM
Debtors' cases because their estates may still be mired in the
Adversary Proceeding irrespective of the estimation of the
FrontierVision Claims and the conclusion of the FrontierVision
Debtors' cases.

Moreover, Mr. Dunne argues that:

    (a) Estimation of the Claims, which are "contingent or
        unliquidated," is mandatory under Section 502(c)(1) of
        the Bankruptcy Code;

    (b) Because grounds for substantive consolidation have not
        been found in the ACOM Debtors' cases, the estimation
        inquiry properly should focus only on the FrontierVision
        Debtors' cases;

    (c) Without estimation of the FrontierVision Claims,
        administration of the FrontierVision Debtors' cases will
        be unduly delayed because:

        (1) estimation is warranted when the FrontierVision
            Claims are by far the most significant asserted
            against the FrontierVision Debtors;
   
        (2) courts consistently employ estimation to prevent
            protracted and costly litigation, like the Adversary
            Proceeding, from unduly delaying the reorganization;

    (d) An "all-or-nothing" approach provides the best method
        for estimating the FrontierVision Lender's Claims; and

    (e) The pending Adversary Proceeding has no bearing on the
        estimation of the FrontierVision Claims when the
        allegations of fraud are not applicable to the
        FrontierVision Debtors' Chapter 11 cases since:

        (1) the Claims in the Adversary Proceeding do not yet
            exist; and

        (2) an estimation proceeding will establish that even if
            the Creditors Committee obtain standing to prosecute
            the Complaint, both JPMorgan Chase and the
            FrontierVision Lenders should be dismissed from the
            Adversary Proceeding.

To estimate the FrontierVision Claims, JPMorgan Chase propose
that:

    (1) the Claims be estimated pursuant to an expedited
        evidentiary hearing or a "mini-trial" in accordance with
        the schedule; and

    (2) the Court employs the "all-or-nothing" approach.

Furthermore:

    (a) The parties must serve all Document Requests within five
        days after the entry of the Order;

    (b) The parties must respond to the Document Requests within
        15 days of service of the Documents Requests;

    (c) All Admission Requests, objections to any assertions of
        privilege in connection with the Document Requests and
        Deposition Notices must be served within 10 days after
        the Document Production Deadline;

    (d) All depositions and other discovery must be concluded
        within 20 days after the Document Production Deadline,
        provided that five days prior to the Discovery Deadline,
        the Court may conduct a conference to address any
        disputes with respect to asserted privileges in
        connection with the Document Requests and noticed
        depositions;

    (e) Responses to Admissions Requests must be served two days
        prior to the Pre-Trial Conference;

    (f) The Court will conduct a pre-trial conference five days
        after the Discovery Deadline.  One day after the Pre-
        Trial Conference, the parties will exchange lists setting
        forth:

         (i) the witnesses that each anticipates presenting at
             the Estimation Hearing and the general area for
             which the testimony of any witness will be offered;
             and

        (ii) any exhibits that will be presented at the
             Estimation Hearing;

    (g) The Court will conduct the Estimation Hearing seven days
        after the Discovery Deadline; provided that it will be
        conducted no later than seven days prior to any hearing
        to consider approval of a disclosure statement relating
        to any Chapter 11 plan of the FrontierVision Debtors; and

    (h) Within five days of the Estimation Hearing, JPMorgan
        Chase will serve its post-hearing briefs.  The
        FrontierVision Debtors' responses to the briefs will be
        served within five days of service of the briefs.  
        JPMorgan Chase's replies to the responses will be served
        within three days of service of the responses. (Adelphia
        Bankruptcy News, Issue No. 57; Bankruptcy Creditors'
        Service, Inc., 215/945-7000)


ADESA: S&P Assigns BB Rating to Corporate & Sr. Secured Bank Debt
-----------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB' corporate
credit rating to ADESA Inc. At the same time, Standard & Poor's
assigned its 'BB' rating to ADESA's proposed new $500 million
senior secured bank credit facility. The outlook is stable.

Carmel, Indiana-based ADESA, which operates wholesale used-vehicle
auctions and provides used-vehicle floorplan financing, will have
pro forma total debt, including operating leases, of about $600
million.

Proceeds from the new credit facility, combined with a planned
public bond offering and $150 million IPO, will be used to
refinance existing debt and to pay a $100 million dividend to the
company's parent, ALLETE Inc. (BBB+/Watch Dev/A-2). Within a few
months of the IPO, ALLETE intends to spin off its remaining
interest in ADESA to ALLETE shareholders.

ADESA includes several businesses serving the wholesale used-
vehicle market in the U.S. and Canada. The company conducts used-
vehicle wholesale and salvage auctions and performs various
ancillary services at 80 locations in North America. A financing
subsidiary, Automotive Finance Corp. (AFC), provides inventory
financing to independent used-car dealers who purchase vehicles
from auctions and other sources.

"Upside ratings potential is limited in the near term by a
competitive environment, leveraged balance sheet, and
uncertainties regarding the company's limited history as an
independent company," said Standard & Poor's credit analyst Martin
King. "Downside risk is limited by ADESA's solid market positions
and fair free cash flow generation."

The Internet is a growing threat, currently making up 3%-5% of the
auction market, but it is not a serious rating concern at this
time. ADESA can conduct real-time and bulletin board on-line
auctions at each of its sites and allows on-line bidders to
compete in real time with bidders present at physical auctions at
its largest auction sites. Although Internet-related sales are
expected to continue to grow, the benefits of live auctions in
determining vehicle values remain important considerations of most
sellers.


AIRNET: Raises $5.5M from Private Placement to Fund Operations
--------------------------------------------------------------
AirNet Communications Corporation (Nasdaq:ANCC), the technology
leader in broadband software defined base station products for
wireless communications announced that it has agreed to sell to
certain institutional investors 6,060,609 shares of common stock
at $0.9075 per share in a private placement, resulting in gross
proceeds of $5.5 million. The investors will also receive a five
and one half year warrant to purchase 3,030,307 shares of common
stock at an exercise price of $1.32 per share. The placement is
expected to close within the next few days.

AirNet will use the proceeds from the investment, after payment of
transaction expenses to fund operations.

The securities sold in this private placement have not been
registered under the Securities Act of 1933 or any state
securities laws and unless so registered may not be offered or
sold except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act of
1933 and applicable state securities laws. However, AirNet has
agreed to file a registration statement for the resale of the
shares of the common stock, including all shares of common stock
underlying the warrants.

                        About AirNet

AirNet Communications Corporation is a leader in wireless base
stations and other telecommunications equipment that allow service
operators to cost effectively and simultaneously offer high-speed
data and voice services to mobile subscribers. AirNet's patented
broadband, software-defined AdaptaCell base station solution
provides a high-capacity base station with a software upgrade path
to high-speed data. The company's Digital AirSite Backhaul Free
base station carries wireless voice and data signals back to the
wireline network, eliminating the need for a physical backhaul
link, thus reducing operating costs. AirNet has 69 patents issued
or pending. For more information, go to http://www.airnetcom.com/

                         *   *   *

As reported in the Troubled Company Reporter's March 10, 2004
edition, AirNet Communications Corporation announced that its
auditors, Deloitte & Touche LLP, had informed the Company that its
independent auditors' report issued with the Company's financial
statements as of and for the year ended December 31, 2003 will
include a paragraph that describes conditions that give rise to
substantial doubt about the Company's ability to continue as a
going concern. This paragraph is consistent with the going-concern
paragraph received by the Company in fiscal years 2001 and 2002.
Such conditions and management's plans concerning those matters
will be disclosed in the annual financial statements included in
Form 10-K.


AMC FINANCIAL: Reinstates Liquidation and Dissolution Plan
----------------------------------------------------------
On April 13, 2004, AMC Financial Inc. (Pink Sheets: ACFL), a
Delaware corporation, changed its name to AMC Financial Holdings,
Inc.

On April 20, 2004, a private investment group acquired 1,953,949
shares of the Company held by Aegis Mortgage Company and 2,819,620
shares held or controlled by the majority stockholder of Aegis
Mortgage Company. The private investment group and persons
affiliated with it presently own or control over 80% of the issued
and outstanding shares of the Company.

On April 22, 2004, the Company reinstated the plan of liquidation
and dissolution which was adopted on September 12, 2000 and
rescinded on September 8, 2003.

On April 22, 2004, the Company declared a liquidating cash
dividend in the amount of $1.75 per share, to be distributed on
May 5, 2004 to shareholders of record on the close of business on
April 30, 2004.

The audited consolidated financial statements of the Company and
its subsidiaries for the fiscal year ending December 31, 2003 have
been issued and will be distributed to all shareholders of the
Company.

Effective on the change in control of the Company, the existing
directors of the Company resigned and the following persons were
elected to the board of directors of the Company: J. Heyward
Taylor, Bill Goss, R. T. Gray and Martin Schwartz.

Effective on the change in control of the Company, the existing
executive officers of the Company resigned and J. Heyward Taylor
was elected Chairman of the Board and Bill Goss was elected
President and Chief Executive Officer of the Company.


AMERCO: Equity Committee Terminated on Plan's Effective Date
------------------------------------------------------------
The Office of the United States Trustee and the Equity Committee
in AMERCO's chapter 11 case, stipulate that the duties and
responsibilities of the Equity  Committee are deemed terminated on
the Effective Date of the  Plan, which is March 15, 2004.

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: Brings-In Parker Poe as Bankruptcy Counsel
----------------------------------------------------------------
Americal Corporation is asking permission from the U.S. Bankruptcy
Court for the Eastern District of North Caroline, Raleigh
Division, to retain Parker Poe Adams & Bernstein, LLP as its
bankruptcy counsel.

Parker Poe is a law firm with a strong regional presence, having
offices in Raleigh, Charlotte, Spartanburg, Columbia and
Charleston. The Debtor adds that Parker Poe has served as its
general counsel for over 25 years and is familiar with all aspects
of its operations.

Parker Poe is expected to:

   a) give legal advice with respect to the Debtor's powers and
      duties as Debtor-in-possession in the continued operation
      of its business and management of its properties;

   b) take all necessary action to protect and preserve the
      Debtor's estate, including the prosecution of actions on
      behalf of the Debtor, the defense of any actions commenced
      against the Debtor, negotiations concerning all litigation
      in which the Debtor is involved, and the objection to
      claims filed against the Debtor's estate;

   c) prepare on behalf of the Debtor all necessary motions,
      answers, orders, reports and other legal papers in
      connection with the administration of its estate;

   d) perform any and all other legal services for the Debtor in
      connection with this chapter 11 case and with the
      formulation and implementation of the Debtor's plan of
      reorganization;

   e) advise and assist the Debtor regarding all aspects of the
      plan confirmation process, including, but not limited to,
      securing the approval of a disclosure statement by the
      Bankruptcy Court and the confirmation of a plan at the
      earliest possible date;

   f) give legal advice and perform legal services with respect
      to general corporate matters and advice and representation
      with respect to obligations of the Debtor, its Board of
      Directors and officers;

   g) give legal advice and perform legal services with respect
      to matters involving corporate governance and the       
      interpretation, application or amendment of the Debtor's
      corporate documents, including their Certificates of
      Incorporation, by-laws and material contracts, and matters
      involving stockholders and the Debtor's legal duties
      toward them; and

   h) give legal advice and perform legal services with respect
      to real estate, tax and environmental issues relating to
      all of the foregoing.

Parker Poe's billing rates range from

         Staff Designation   Billing Rate
         -----------------   ------------
         partners            $400 to $235 per hour
         associates          $225 to $120 per hour
         paraprofessionals   $165 to $75 per hour
   
The current hourly rates of the attorneys and paraprofessionals
likely to work on this matter are:

      Professional           Designation    Billing Rate
      ------------           -----------    ------------
      Roy L. Smart, III      Partner        $375 per hour
      William L. Rikard, Jr. Partner        $350 per hour
      J. William Porter      Partner        $350 per hour
      Brian D. Darer         Associate      $200 per hour
      William L. Esser IV    Associate      $185 per hour
      Christopher Fernandez  Associate      $160 per hour
      Tammy King             Paralegal      $100 per hour
      Cynthia Patterson      Paralegal      $100 per hour

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 COAL: Ex-Auditors Air Going Concern Uncertainties
----------------------------------------------------------
Sellers & Andersen, LLC, Certified Public Accountants located in
Salt Lake City, Utah audited the financial statements of American
Coal Corporation for the years ended June 30, 2003 and 2002.
Effective January 30, 2004, Sellers & Andersen, LLC has been
dismissed by management and Madsen & Associates, CPA's, Inc.
located in Murray, Utah has been engaged as the Company's auditor.

The decision to accept the change was approved by the Board of
Directors.

The Reports of Sellers & Andersen, LLC for the year ended 2003 did
not contain any adverse opinions or disclaimers of opinion, but
noted as to uncertainty, audit scope or accounting principles as
follows:

Note 4 of the audited financial statements of American Coal
Corporation for the year ended June 30, 2003, addressed "Going
Concern" uncertainties, which stated, in part, "Continuation of
the Company as a going concern is dependent on obtaining
additional working capital and the management of the Company has
developed a strategy, which it believes will accomplish this
objective through additional loans from an officer and equity
funding which will enable the Company to operate for the coming
year." Management does not disagree with this statement.


APPLIANCE CONTROLS: Signs Up Shaw Gussis as Bankruptcy Attorneys
----------------------------------------------------------------
Appliance Controls Group, Inc., and its debtor-affiliates are
asking for approval from the U.S. Bankruptcy Court for the
Northern District of Illinois, Eastern Division, to employ Shaw
Gussis Fishman Glantz Wolfson & Towbin LLC as their general
reorganization counsel.

Shaw Gussis is expected to:

   a. give the Debtors legal advice with respect to their
      rights, powers and duties as debtors in possession in
      connection with administration of their estates, operation
      of their business and management of their property;

   b. assist the Debtors in the negotiation, formulation and       
      drafting of a plan of reorganization;

   c. take such action as may be necessary with respect to
      claims that may be asserted against the Debtors and
      property of their estates;

   d. prepare applications, motions, complaints, orders and
      other legal documents as may be necessary in connection
      with the appropriate administration of the Debtors' cases;

   e. represent the Debtors with respect to inquiries and
      negotiations concerning creditors of their estates and
      property of their estates;

   f. initiate, defend or otherwise participate on behalf of the
      Debtors in all proceedings before this court or any other
      court of competent jurisdiction; and

   g. perform any and all other legal services on behalf of the
      Debtors which may be required to aid in the proper
      administration of their estates.

The principal attorneys who would be working on the cases and
their hourly billing rates are:

         Professional          Billing Rate
         ------------          ------------
         Robert M. Fishman     $480 per hour
         Robert W. Glantz      $395 per hour
         Brian M. Graham       $290 per hour
         Allen J. Guon         $250 per hour
         Patricia Fredericks   $170 per hour
         Gina Diaz             $170 per hour

Prior to Petition Date, the Debtors provided Shaw Gussis with a
$50,000 retainer to secure the payment of its fees for services
rendered in these cases.

Headquartered in Sugar Grove, Illinois, Appliance Controls Group
Inc., is one of the world's leading designers, manufacturers and
distributors of combustion-related components for the gas cooking
appliance industry.  The Company filed for chapter 11 protection
on April 12, 2004 (Bankr. N.D. Ill. Case No.
04-14517).  Robert M. Fishman, Esq., at Shaw Gussis Fishman Glantz
Wolfson & Towbin LLC 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.


APPLIANCE CONTROLS: Look for Schedules & Statements by May 27
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, gave Appliance Controls Group, Inc., and its
debtor-affiliates more time to file their schedules of assets and
liabilities, statements of financial affairs and lists of
executory contracts and unexpired leases required under 11 U.S.C.
Sec. 521(1).  The Debtors have until May 27, 2004 to file their
Schedules of Assets and Liabilities and Statement of Financial
Affairs.

Headquartered in Sugar Grove, Illinois, Appliance Controls Group
Inc., is one of the world's leading designers, manufacturers and
distributors of combustion-related components for the gas cooking
appliance industry.  The Company filed for chapter 11 protection
on April 12, 2004 (Bankr. N.D. Ill. Case No. 04-14517).  Robert M.
Fishman, Esq., at Shaw Gussis Fishman Glantz Wolfson & Towbin LLC
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.


ASPEN DAIRY: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Aspen Dairy, A Partnership
        30955 Highway 183
        Miller, Nebraska 68858

Bankruptcy Case No.: 04-41304

Chapter 11 Petition Date: April 12, 2004

Court: District of Nebraska (Lincoln Office)

Judge: Timothy J. Mahoney

Debtor's Counsel: W. Eric Wood, Esq.
                  Downing, Alexander & Wood
                  11515 So 39th Street, Suite 300
                  Bellevue, NE 68123
                  Tel: 402-292-1122

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 8 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Fairbanks Kearney                           Unknown
714 3rd Avenue
Kearney, NE 68848

Monsanto                                    Unknown
21620 Network Pl.
Chicago, IL 60673-1216

Unico Group, Inc.                           Unknown
4435 O Street
Lincoln, NE 68510

Gillespie Vet                               Unknown

Farm Plan                                   Unknown

Aurora Coop                                 Unknown

Central Dairy Supply                        Unknown

Micro Beef Technologies                     Unknown


BLEEKER STRUCTURED: Fitch Rates $35 Million Class C Sr. Notes at B
------------------------------------------------------------------
Fitch Ratings has placed the following classes of notes issued by
Bleecker Structured Asset Funding Ltd., as issuer, and Bleecker
CBO Delaware Corp., as co-issuer (together co-issuers or Bleecker)
on Rating Watch Negative:

     --$161,995,146 class A first priority senior secured notes
       due 2035 'AAA';

     --$40,000,000 class B second priority senior secured
       floating-rate notes due 2035 'BBB';

     --$35,691,459 class C senior subordinated secured fixed-rate      
       notes due 2035 'B'.

The transaction, a collateralized bond obligation (CBO), is
supported by a diversified portfolio of asset-backed securities
(ABS), residential mortgage-backed securities (RMBS) and
commercial mortgage-backed securities (CMBS).

Fitch is currently reviewing the impact of the deterioration in
the credit quality of Bleecker's collateral pool on its rated
notes. According to its March 28, 2004 trustee report, 11.81% of
the portfolio was defaulted per Bleecker's governing documents. An
additional 12.88% of the portfolio was rated 'CCC' or below. The
portfolio default and rating performance has increased the risk to
the notes to a point where the risk may no longer be consistent
with their respective ratings. Fitch is analyzing the transaction
in detail. Appropriate action will ensue upon completion of its
analysis.


BUCKSPORT APARTMENTS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Lead Debtor: Bucksport Apartments Limited Partnership
             c/o Aaron Gleich, General Partner
             201 West 89th Street
             New York, New York 10024

Bankruptcy Case No.: 04-10773

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      Chaia Apartments Limited Partnership       04-10774

Chapter 11 Petition Date: April 20, 2004

Court: District of Maine (Bangor)

Judge: James B. Haines Jr.

Debtors' Counsel: John P. McVeigh, Esq.
                  Preti, Flaherty, Beliveau & Pachios, LLC
                  One City Center
                  P.O. Box 9546
                  Portland, ME 04112-9546
                  Tel: 207-791-3000

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

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


BUDGET GROUP: Court Confirms 2nd Amended Liquidation Plan
---------------------------------------------------------
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, tells the Court that Budget Group Inc.'s
Liquidation Plan is feasible.  Mr. Brady contends that the
Debtors have satisfied the burden of proving the elements of
Sections 1129(a) and (b) of the Bankruptcy Code by preponderance
of evidence, which is the applicable evidentiary standard for the
confirmation of the Plan.

Mr. Brady relates that on March 26, 2004, the proposed BRACII
Company Voluntary Arrangement was approved without modification
at the meeting of BRACII's creditors and members.  The BRACII CVA
will become effective on April 26, 2004.

Furthermore, Mr. Brady emphasizes that the principal purpose of
the Plan is not the avoidance of taxes or the avoidance of the
application of the Securities Act.  Thus, Section 1129(d) is
satisfied.

According to Mr. Brady, the Plan and the BRACII CVA are the only
plan and the scheme of liquidation adopted by the Debtors pending
before the Court, and no other party-in-interest has filed a
competing plan.

The Debtors maintain that the provisions of the Plan with respect
to substantive consolidation of the Estates of the U.S. Debtor
Group are appropriate.

Judge Case finds that the Plan satisfies the requirements for
confirmation:

(A) Section 1129(a)(1)

    Section 1129(a)(1) is satisfied because the Plan complies
    with all applicable provisions of the Bankruptcy Code.

(B) Section 1129(a)(2)

    The Debtors have complied with all the applicable provisions
    of the Bankruptcy Code, thus satisfying Section 1129(a)(2).  
    Specifically:

    -- The Debtors are proper debtors under Section 109 and are
       proper Plan proponents under Section 1121(a); and

    -- The Debtors have satisfactorily complied with the
       applicable provisions of the Bankruptcy Code, the
       Bankruptcy Rules, and the Solicitation Order in
       transmitting the Plan, the Disclosure Statement, the
       Ballots, the Master Ballots, the Confirmation Hearing
       Notice and related documents and notices and in soliciting
       and tabulating votes on the Plan.

(C) Plan Proposed in Good Faith -- Section 1129(a)(3)

    The Debtors have proposed the Plan in good faith and not by
    any means forbidden by law, therefore satisfying Section
    1129(a)(3).  In determining that the Plan has been proposed
    in good faith, the Court has been examining the totality of
    the circumstances surrounding the filing of the Debtors'
    Chapter 11 cases.  The Plan was proposed with the legitimate
    and honest purpose of maximizing the value of the Debtors'
    Estates by providing the means through which Reorganized BGI
    and Reorganized BRACII may wind down their Estates and
    provide for the most effective means of the distribution of
    the Debtors' remaining assets and Cash.  The Debtors, the
    U.K. Officeholder and the Creditors Committee, acted in good
    faith in connection with the management and operation of the
    Debtors and the formulation, negotiation, proposal and
    implementation of the Plan and every contract, instrument,
    document or other related agreement, including the Asset and
    Stock Purchase Agreement, the Allocation Settlement
    Agreement, the Cherokee Settlement Agreement and the BRACII
    CVA.

(D) Payments for Services or Costs and Expenses -- Section
    1129(a)(4)

    Any payment made or to be made by the Debtors for services or
    for costs and expenses in or in connection with the Plan and
    to their Chapter 11 cases, has been approved by, or is
    subject to the approval of, the Court as reasonable.  This
    satisfies Section 1129(a)(4).

(E) Directors, Officers, and Insiders -- Section 1129(a)(5)

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

    The Plan and Plan Supplement set forth the future officers
    and directors or Reorganized BGI and Reorganized BRACII.  The
    appointment to, or continuance in, the offices of these
    persons is consistent with the interests of the Debtors'
    creditors and equity security holders and with public policy
    as required by Section 1129(a)(5).

(F) No Rate Changes -- Section 1129(a)(6)

    Section 1129(a)(6) requires a debtor to obtain the approval
    of any governmental regulatory commission, with jurisdiction
    over the debtor, with respect to any rate changes provided
    for in the debtor's plan of reorganization.  

    The Plan does not provide for any changes in rates that
    require regulatory approval of any governmental agency.  
    Section 1129(a)(6) is, accordingly, not applicable.

(G) Best Interests of Creditors -- Section 1129(a)(7)

    Section 1129(a)(7) requires each creditor or equity interest
    holder in an impaired class to accept the plan of
    reorganization or receive or retain under that plan on
    account of a claim or interest property of a value, as of
    the effective date of that plan, that is not less than the
    amount that the holder would receive or retain if the debtor
    were liquidated under Chapter 7 of the Bankruptcy Code.  

    The Plan satisfies the "best interest" test.

(H) Acceptance by certain Classes -- Section 1129(a)(8)

    Section 1129(a)(8) requires that, with respect to each class
    of claims or interests under a plan, a class has either
    accepted the plan or is not impaired under the plan.

    This requirement is satisfied with respect to all Impaired
    Claims under the Plan, because all of the Impaired Classes
    entitled to vote on the Plan have accepted the Plan pursuant
    to Section 1126(c).  Section 1129(a)(8)(B) is satisfied with
    respect to Class 1A, Class 2A, Class1B, Class 2B and Class 3B
    because these Classes are unimpaired under the Plan and are,
    therefore, conclusively deemed to have voted to accept the
    Plan pursuant to Section 1126(f).

    Class 7A, Class 8A and Class 5B are not entitled to receive
    or retain any property under the Plan, and, therefore, are
    deemed to have rejected the Plan pursuant to Section 1126(g)
    of the Bankruptcy Code.  The Plan does not discriminate
    unfairly, and is fair and equitable with respect to these
    rejecting Classes, as required by Section 1129(b)(1) and (2).  
    Thus, the Plan may be confirmed notwithstanding the Debtors'
    failure to satisfy Section 1129(a)(8) of the Bankruptcy Code
    with respect to Class 7A, Class 8A and Class 5B.

(I) Treatment of Administrative and Priority Claims -- Section
    1129(a)(9)

    Except to the extent that the Holder of a particular claim
    has agreed to a different treatment of that claim, the
    treatment of Claims under the Plan of the type specified in
    Sections 507(a)(1), (1)(3), (a)(4) and (a)(8) of the
    Bankruptcy Code, complies with the provisions of Section
    1129(a)(9).  Sections 1129(a)(9)(A) and (B) are satisfied
    because all Allowed U.S. Debtors Group Administrative Claims,
    Allowed U.S. Debtor Group Priority Non-Tax Claims, Allowed
    BRACII Administrative Claims, Allowed BRACII Preferential
    Claims and Allowed BRACII Priority Non-Tax Claims will be
    paid in full, either in cash equal to the amount of the
    unpaid claims or through other treatment as Reorganized BGI
    or Reorganized BRACII and the Claimholder will have agreed
    upon in writing.  Section 1129(a)(9)(C) is satisfied in that
    the U.S. Debtors Group Priority Tax Claims and BRACII
    Priority Tax Claims will be paid in full, either in cash
    equal to the amount of the unpaid claims or other treatment
    as Reorganized BGI or Reorganized BRACII and the Claimholder
    will have agreed in writing.

(J) Acceptance by Impaired Classes -- Section 1129(a)(10)

    Section 1129(a)(10) provides that at least one impaired class
    of claims must accept a plan of reorganization, determined
    without including any acceptance of that plan by any insider.
    All of the Impaired Classes of Claims entitled to vote on the
    Plan have accepted the Plan.

(K) Feasibility -- Section 1129(a)(11)

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

    The Debtors were able to establish that confirmation of the
    Plan is not likely to be followed by the need for further
    financial reorganization or liquidation that is not proposed
    in the Plan.

(L) Payment of Fees -- Section 1129(a)(12)

    In compliance of Section 1129(a)(12), all fees payable under
    Section 1930 of 28 U.S.C., as determined by the Court, have
    been paid or will be paid pursuant to the Plan.

(M) Continuation of Retiree Benefits -- Section 1129(a)(13)

    The Debtors have no retiree benefit obligations of the type
    specified in Section 1114 of the Bankruptcy Code.
    Accordingly, as Section 1114 is inapplicable to the Debtors,
    the Plan satisfies the requirements of Section 1129(a)(13).

Accordingly, Judge Case confirms the Debtors' Joint Liquidation
Plan, as modified, in accordance with Sections 1129(a) and (b) of
the Bankruptcy Code.  

Certain objections or purported objections to confirmation of the
Plan have been withdrawn or resolved on the terms and conditions
described on the record of the Confirmation Hearing or set forth
in the Confirmation Order.  The Court overrules the remaining
objections.

The modifications to the Plan constitute technical changes and
changes with respect to particular Claims by agreement with the
holders of those Claims, and do not adversely change the
treatment of any other Claims or Interests.  Accordingly,
pursuant to Rule 3019 of the Federal Rules of Bankruptcy
Procedure, these modifications do not require additional
disclosure under Section 1125 of the Bankruptcy Code or re-
solicitation of votes under Section 1126, nor do they require
that holders of Claims or Interests be afforded an opportunity to
change previously cast acceptances or rejections of the Plan.

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


CASHPOINT NETWORK: Penn. Banking Department Suspends License
------------------------------------------------------------
The Pennsylvania Department of Banking suspended the license of
Cashpoint Network Services, Inc., of 143 W. 72nd St., New York,
N.Y., effective immediately.

Cashpoint, a money transmitter, operates about 250 outlets across
the state in grocery stores and convenience outlets where its
agents accept utility-bill payments from consumers and then send
these payments to the utilities.

The license is suspended pending a hearing by the Department on
the continued suspension, reinstatement or revocation of Cashpoint
Network Services, Inc.'s license.

The Department is authorized to suspend or revoke a license issued
under the Money Transmitter Act if certain facts or conditions are
discovered. The Department began an investigation of Cashpoint's
financial situation when it learned that the New York State
Department of Banking issued an order on April 21, 2004,
temporarily suspending Cashpoint's license for failure to pay $13
million owed to a New York Bank and that several Pennsylvania
utility companies have not received payments due.

"It is unfortunate that we occasionally have to suspend a license
in Pennsylvania, but we have an effective process in place which
works quickly in protecting consumers," said Banking Secretary
William Schenck.

The Department of Banking is responsible for regulating financial
institutions authorized by state law to receive deposits, lend
money or provide other financial services and is active in
protecting Pennsylvania consumers from financial abuse. The
Department also works with state and local partners to foster
economic development in the Commonwealth. To contact the
Department, call 1-800-PA Banks or visit the Web site at
http://www.banking.state.pa.us/

A copy of the order:

                                    
                      COMMONWEALTH OF PENNSYLVANIA
                         DEPARTMENT OF BANKING

  Commonwealth of Pennsylvania           :
  Department of Banking                  :
  Bureau of Supervision and Enforcement  :
                                         :
                                         :  Docket No. ENF-2004-02
                    v.                   :
                                         :
                                         :
  Cashpoint Network Services, Inc.       :
                                         :

                            SUSPENSION ORDER
                                 and
                         ORDER TO INCREASE BOND

     WHEREAS, the Commonwealth of Pennsylvania, Department of
Banking is authorized to administer and enforce the Act of
September 2, 1965, P.L. 490, No. 249, an Act providing for the
licensing and regulation of the business of transmitting money or
credit for a fee or other consideration by the issuance of money
orders by the sale of checks or by other methods; conferring
powers and duties upon the Department of Banking; and imposing
penalties, codified at 7 P.S. Section 6101 et seq.; and

     WHEREAS, Cashpoint Network Services, Inc. is headquartered at
143 West 72nd Street, New York, NY 10023;

     WHEREAS, the Department's Bureau of Supervision and
Enforcement is primarily responsible for administering and
enforcing the Money Transmitter Act; and

     WHEREAS, Cashpoint Network Services, Inc.is licensed by the
Department as a money transmitter under the Money Transmitter Act
and holds license number 0034 under the Money Transmitter Act; and

     WHEREAS, by order dated April 21, 2004, the New York State
Department of Banking issued an order temporarily suspending
Cashpoint's New York money transmitter license because Cashpoint
failed to pay approximately $13 million due and owing to a New
York State chartered bank, Cashpoint owes approximately $20 - $25
million to other creditors including monies due and owed to
beneficiaries of money transmission transactions conducted by
Cashpoint and Cashpoint has failed to maintain its books and
records in a condition that would allow the New York State
Superintendent of Banks to determine whether Cashpoint or any of
its agents or subagents are in compliance with relevant New York
state law; and

     WHEREAS, several Pennsylvania utility companies are owed
substantial amounts of money in excess of Cashpoint's security
deposits and bonds; and

     WHEREAS, Cashpoint held a meeting on April 22, 2004, in New
York, New York to address concerns raised by entities to which
Cashpoint was to remit money and the Bureau understands that this
meeting did not resolve those outstanding issues; and

     WHEREAS, the Department has information that creditors of
Cashpoint intend to force Cashpoint into bankruptcy; and

     WHEREAS, the Department has been informed that the financial
records of Cashpoint are unreliable and in disarray; and

     WHEREAS, the Department has been informed that Cashpoint is
not opening its records to regulators; and

     WHEREAS, the Department is authorized to suspend or revoke a
license issued under the Money Transmitter Act, "if any fact or
condition is discovered which, if it had been known at the time of
the filing of the application for the license, would have
warranted the Department of Banking in denying the application;" 7
P.S. Section 6110(b); and

     WHEREAS, based on the foregoing facts, the Department would
not issue a license to Cashpoint under the Money Transmitter Act
pursuant to section 4 of the Money Transmitter Act, 7 P.S. Section
6104.

     AND NOW, THEREFORE, pursuant to sections 10 and 13 of the
Money Transmitter Act, 7 P.S. Sections 6110 and 6113, Cashpoint's
license under the Money Transmitter Act, number 0034, is hereby
SUSPENDED.

     FURTHER, Cashpoint is to cease and desist from engaging in
the transmission of money in Pennsylvania and is not to accept
directly, or through any agent, any monies of funds on behalf of
any person;

     FURTHERMORE, pursuant to section 6(b.1) of the Money
Transmitter Act, 7 P.S. Section 6106(b.1) Cashpoint is hereby
ORDERED to provide an additional bond in the amount of $1 million
to the Department of Banking no later than 5:00 on April 30, 2004.

     It is so ordered this 23rd day of April, 2004 at 10:00.

               FOR THE COMMONWEALTH OF PENNSYLVANIA
               DEPARTMENT OF BANKING
               BUREAU OF SUPERVISION AND ENFORCEMENT

               Timothy J. Blase,  Director
               Director


CENTURY ALUMINUM: S&P Affirms BB- Ratings with Stable Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Century
Aluminum Co. to stable from negative, and affirmed its 'BB-'
corporate credit, senior secured bank loan and senior secured
notes ratings. Total debt at Monterey, California-based Century
was about $345 million at Dec. 31, 2003.

"The outlook revision reflects an expected improvement in
Century's financial performance as a result of higher aluminum
prices and better industry fundamentals," said Standard & Poor's
credit analyst Paul Vastola.

The ratings on Century reflect its exposure to the cyclical
aluminum industry, its high cost position as a primary aluminum
producer, limited product diversity, and its somewhat aggressive
financial profile. These factors offset currently favorable
conditions in the aluminum industry, a relatively low free cash
flow break-even aluminum price and its fair liquidity position.

With about 525,000 metric tons per year of primary aluminum
capacity, Century is a distant third in the production of primary
aluminum in North America, after market leaders Alcoa Inc. and
Alcan Inc. The aluminum industry is highly cyclical and subject to
volatile commodity prices. The price of aluminum has improved to
about 78 cents a pound currently, from a low of 58 cents per pound
in early 2003. The price increase is due to strong Chinese demand,
a weak U.S. dollar, and reduced supply levels due to the limited
supply of alumina--the key raw material for producing aluminum.
The price of aluminum may weaken from current levels as demand
from China may wane somewhat, but is expected to remain above 72
cents per pound through 2004 as supply levels will likely remain
tight.

Unlike its integrated rivals, Century currently does not own any
alumina operations. To reduce its exposure to volatile market
conditions, Century sources all its alumina through favorable
long-term supply contracts based on a percentage of the London
Metal Exchange (LME) aluminum price, which provides margin
protection for approximately 25% of the company's production. In
addition, more than 50% of Century's total production benefits
from molten aluminum off-take agreements with neighboring
customers that provide freight and casting savings. The company's
two alumina suppliers, Glencore International AG and Kaiser
Aluminum & Chemical Corp., each supply about half of Century's
requirements.

Standard & Poor's is concerned about the viability of supply from
Kaiser, as it has been operating under bankruptcy protection since
February 2002. Despite bankruptcy court approval and Kaiser
ability to honor the supply agreement to date (the agreement
expires in 2008), it is possible that Kaiser may not emerge from
bankruptcy or find a successor for its operations. This heightens
the risk of supply disruptions and increased costs for Century.
However, Century is considering acquiring Kaiser's Gramercy
alumina facility.


COLLATERALIZED SYNTHETIC: S&P Downgrades 2000-1 Series Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of Collateralized Synthetic Obligation's credit default
swap series 2000-1 (due September 2005) and placed its rating on
the junior mezzanine class on CreditWatch with negative
implications.

The rating actions reflect the valuation prices of previously
defaulted reference credits and credit deterioration in the $1
billion pool of reference credits. The notional amount of the
reference pool will be reduced as a result of the defaults.
   
                        RATINGS LOWERED
               Collateralized Synthetic Obligation
   
     Class                        Rating
                                  To               From
     Senior                       BBB+             AA-
     Mezzanine                    B                AA-
   
        RATING LOWERED AND PLACED ON CREDITWATCH NEGATIVE
               Collateralized Synthetic Obligation
    
     Class                        Rating
                                  To               From
     Junior mezzanine             CCC-/Watch Neg   BBB-


COVANTA LAKE: Asks Court to Dismiss Chapter 11 Petition
-------------------------------------------------------
Debtor Covanta Lake, Inc., was a wholly owned subsidiary of
Covanta Systems, Inc.  Covanta Systems is, in turn, an indirect
subsidiary of Covanta Energy Corporation.  Covanta Lake once
owned and operated a waste-to-energy facility in Lake County,
Florida.

James L. Bromley, Esq., at Cleary, Gottlieb, Steen & Hamilton, in
New York, relates that on February 11, 2004, the Court authorized
the Debtors to enter into a transaction that would merge Covanta
Lake into a newly formed subsidiary of Danielson Holding
Corporation, creating a post-merger entity, Covanta Lake II,
Inc., which would assume all liabilities and contractual duties
of Covanta Lake.  The Lake Transaction was consummated on
February 23, 2004.

Covanta Lake II currently operates in all manners as successor-
in-interest to Covanta Lake.  By operation of law, Covanta Lake
II assumed all liabilities of Covanta Lake and continues to
operate the Lake Facility.  As a result of the Lake Transaction,
Covanta Lake no longer exists as a corporate entity.

On February 24, Covanta Lake II filed for Chapter 11 protection.  
On March 1, the Court declared that all proofs of claim filed
against Covanta Lake in its Chapter 11 case will be deemed filed
against Covanta Lake II.  Covanta Lake II's Chapter 11 case is
still pending before the Court.

Pursuant to Section 1112 of the Bankruptcy Code and Rule 1017 of
the Federal Rules of Bankruptcy Procedure, Covanta Lake asks the
Court to dismiss its Chapter 11 case.

Mr. Bromley explains that the dismissal of Covanta Lake's
petition is the final administrative step in the Lake
Transaction, reflecting that Covanta Lake no longer exists and
has been merged into Covanta Lake II.  Since Covanta Lake no
longer has any creditors, no creditors will be prejudiced by
dismissal of the Petition.  Accordingly, the Court must dismiss
the Petition to allow Covanta Lake to be wound down.

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)   


CREECH BROTHERS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Creech Brothers Truck Lines, Inc.
             100 Industrial Drive
             Troy, Missouri 63379

Bankruptcy Case No.: 04-45398

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      B & C Truck Leasing Co.                    04-45397

Type of Business: The Debtor offers a complete line of
                  transportation services.
                  See http://www.creechbros.com/

Chapter 11 Petition Date: April 23, 2004

Court: Eastern District of Missouri (St. Louis)

Judge: Kathy A. Surratt-States

Debtors' Counsels: Robert E. Eggmann, Esq.
                   Copeland, Thompson et al.
                   231 South Bemiston, Suite 1220
                   Saint Louis, MO 63105
                   Tel: 314-726-1900

                           - and -

                   Spencer P. Desai, Esq.
                   Polsinelli, Shalton et al.
                   100 South Fourth Street, Suite 1100
                   Saint Louis, MO 63102
                   Tel: 314-231-1950   

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Creech Brothers Truck Lines' 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service      Withholding               $206,967
Insolvency Unit

Petro Stopping Centers        Trade debt                $106,240

Pilot Corporation             Trade debt                $103,776

Truck Centers, Inc.           Trade debt                 $56,346

GMAC                          Lease of vehicles          $50,353

Warrenton Oil Co.             Trade debt                 $50,083

Purcell Tire                  Trade debt                 $37,420

Pro Drivers of GA             Trade debt                 $32,315

Comdata                       Trade debt                 $22,668

Clarke DO-A                   Trade debt                 $19,958

CLC Advertising, Inc.         Trade debt                 $14,550

Qualcom                       Trade debt                 $12,984

Chase Automotive Financing    Lease of vehicle           $12,000

Missouri Employers Mutual     Trade debt                 $11,635
Insurance

Ranch Runners Ltd.            Agent commissions           $5,752

4-T Truck Stop                Trade debt                  $5,644

Gateway Industrial Power      Trade debt                  $4,464

AmerenUE                      Trade debt                  $4,400

Century Tel                   Trade debt                  $3,532

Chillicothe Diesel            Trade debt                  $3,025


DALEEN TECH: Negotiating to Cure Default under Silicon Valley Loan
------------------------------------------------------------------
Daleen Technologies, Inc. (OTCBB:DALN), a global provider of
licensed and outsourced billing and customer management,
operational support systems (OSS) and revenue assurance solutions
for traditional and next generation service providers, reported
revenues of $4.3 million for the first quarter of 2004, as
compared to $5 million for the fourth quarter of 2003. The
decrease in revenues was primarily due to a lower level of new
business than expected. Total expenses in the first quarter were
$5.3 million, compared to $5.4 million in the fourth quarter of
2003. The company's total cash and cash equivalents used in the
quarter were $350,000, compared to $1.1 million in the fourth
quarter. Net loss for the first quarter of 2004 was $1.1 million,
or $.02 per share, as compared to $409,000, or $.01 per share in
the fourth quarter of 2003.

"Although revenues from new sales declined, we had a number of
successes this quarter expanding our relationships with several
existing customers, and with our ongoing project implementation at
ETB," said Gordon Quick, president and CEO of Daleen.

                     First Quarter Highlights

-- US Signal renewed its contract for outsourced billing services
   through BillingCentral. Under terms of the new agreement,
   Daleen will provide outsourcing services to US Signal until
   2009.

-- Onvoy, Inc. purchased Daleen's Asuriti event management and
   revenue assurance software to provide comprehensive data
   collection and analysis, mediation, event rating, and cost
   management capabilities. The Asuriti contract expands Daleen's
   footprint at Onvoy, where the company's NetworkStrategies and
   EventProcessor billing and rating software have been in use
   since 2000.

-- As a result of work completed in the first quarter, Daleen
   completed Phase 1 of its ongoing implementation at ETB in
   Bogota, Colombia in April. RevChain has reduced the time
   required to import, rate, validate, and store usage records by
   more than 95 percent, exceeding ETB's requirements and
   expectations.

-- Daleen continues to effectively manage its operational costs.
   Total expenses were $5.3 million for the first quarter,
   compared to $5.4 million in the fourth quarter of 2003.

-- Daleen was approved for up to $2.7 million under a fifteen-
   month operating loan with Silicon Valley Bank. The proceeds of
   this loan are being used to cover operating costs associated
   with our contract with ETB. Daleen intends to repay the
   operating loan solely from revenues received from ETB as
   project milestones are completed and payments are received. To
   date, Daleen has borrowed $2 million against this loan. The
   Company is currently not in compliance with a financial
   covenant under the operating loan; however, it is currently
   seeking a waiver or an amendment from the bank on this
   covenant.

-- The company's total cash and cash equivalents used in the first
   quarter were $350,000, compared to $1.1 million in the prior
   quarter. This reduction was primarily due to borrowing $2.0
   million against the operating loan to support the ETB project.

                     About Daleen

Daleen Technologies, Inc. is a global provider of high performance
billing and customer care, OSS and revenue assurance software,
with a comprehensive outsourcing solution for traditional and next
generation service providers. Daleen's solutions utilize advanced
technologies to enable providers to reach peak operational
efficiency while driving maximum revenue from products and
services. Core products include its RevChain billing and customer
management software, Asuriti event management and revenue
assurance software, and BillingCentral ASP outsourcing services.
More information is available at http://www.daleen.com/


DAN RIVER: Turns to Conway Del Genio for Restructuring Advice
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District Of Georgia,
Newnan Division, gave its stamp of approval to Dan River, Inc.,
and its debtor-affiliates to employ Conway, Del Genio, Gries &
Co., LLC to provide the Debtors with restructuring advisory
services.

In recognition of their need for sound restructuring advice, the
Debtors want to retain Conway Del Genio because of the firm's
substantial experience in the reorganization and restructuring of
companies in financial distress.

Conway Del Genio is currently staffing the engagement with:

     * Robert A. Del Genio, a member of the firm,
     * Gregory Boyer, a Managing Director,

and several staff members, all of whom acted in an advisory
capacity to the Debtors prior to the Petition Date.

Conway Del Genio will:

   a) advise the Debtors with respect to their reorganization
      prospects and necessary adjustments to their operations
      and capital structure;

   b) develop alternative strategies for improving liquidity
      (including the development and execution of overhead and
      expense reduction initiatives, divestitures, and cash
      conservation programs) and assist in the implementation
      thereof;

   c) assist the Debtors in improving their cash flow and in
      managing and conserving cash during their bankruptcy
      cases;

   d) assist the Debtors in the development and preparation of
      an operating plan, cash flow forecasts, and business plan
      and presentation of such plans and forecasts to the Board
      and to senior secured lenders;

   e) evaluate and revise the Debtors' financial projections,
      including projections submitted with any plan of
      reorganization filed in these cases;

   f) assist the Debtors in evaluating their businesses,
      including identifying and assisting the Debtors in the
      disposition of any non-core assets or operations;

   g) assist with the preparation of reports and communications
      with the Debtors' senior secured lenders and other
      constituencies;

   h) assist in the development, evaluation, negotiation, and
      execution of any restructuring transaction or plan of
      reorganization;

   i) assist in negotiations with the senior secured lenders,
      other lenders, creditors, and other parties in interest in
      the implementation of a restructured transaction; and

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

The Debtor reports that Mr. Del Genio has already taken an active
role in spearheading the Debtors' efforts to prepare for their
Chapter 11 filings, obtain postpetition financing, and communicate
with their various constituencies.  Mr. Del Genio has substantial
experience in advising troubled companies regarding operational
and financial issues.

The Debtors agree to pay Conway Del Genio a $150,000 monthly fee
and 1.0% of the Company's debt securities and financial and trade
indebtedness as a restructuring fee.

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


DELTA FINANCIAL: Redeeming All Outstanding Series A Pref. Stock
---------------------------------------------------------------
Delta Financial Corporation (Amex: DFC), a specialty consumer
finance company that originates, securitizes and sells non-
conforming mortgage loans, announced that it plans to redeem all
of its outstanding Series A 10% Preferred Stock at par on June 14,
2004. The aggregate redemption price will be approximately $13.9
million. A Notice of Redemption will be mailed by Delta's transfer
agent to the registered holders of the Series A 10% Preferred
Stock.

"The redemption of our preferred stock, which will be completed
using cash generated from our operations, will save us
approximately $1.3 million in annual preferred dividend expense,"
said Richard Blass, Executive Vice President and Chief Financial
Officer. Upon completion of the redemption, the Company's only
class of outstanding securities will be its common stock, which is
traded under the ticker "DFC" on the American Stock Exchange.

                  About Delta Financial

Founded in 1982, Delta Financial Corporation is a Woodbury, New
York-based specialty consumer finance company that originates,
securitizes and sells non-conforming residential mortgage loans.
Delta's loans are primarily secured by first mortgages on one-to-
four family properties. Delta originates home equity loans
primarily in 26 states. Loans are originated through a network of
approximately 1,700 independent brokers and the Company's retail
offices. Since 1991, Delta has sold approximately $9.8 billion of
its mortgage loans through 39 securitizations.

                         *   *   *

In its Form 10-Q filed with the Securities & Exchange Commission,
Delta Financial corporation reports:

               LIQUIDITY AND CAPITAL RESOURCES

"We  require  substantial  amounts  of  cash to fund  our  loan  
originations, securitization  activities and  operations.  We have  
organically  increased our working capital over the last eight
quarters.  In the past, however, we operated generally on a
negative cash flow basis.  Embedded in our current cost structure
are many fixed  costs,  which are not likely to be  significantly  
affected by a relatively  substantial  increase in loan  
originations.  If we can  continue to originate a sufficient  
amount of mortgage  loans and generate  sufficient  cash revenues
from our securitizations and sales of whole loans to offset our
current cost  structure and cash uses,  we believe we can continue
to generate  positive cash  flow  in the  next  several  fiscal  
quarters.  However,  there  can be no assurance that we will be
successful in this regard.  

"Historically,  we have  financed our  operations  utilizing  
various  secured credit financing  facilities,  issuance of
corporate debt (i.e.,  Senior Notes), issuances of equity, and the
sale of interest-only certificates and/or NIM notes and  mortgage   
servicing   rights  sold  in   conjunction   with  each  of  our
securitizations  to offset our  negative  operating  cash flow and  
support  our originations, securitizations, and general operating
expenses.

"To  accumulate  loans  for  securitization  or  sale,  we  borrow  
money on a short-term  basis through  warehouse lines of credit.  
We have relied upon a few lenders to provide the primary credit  
facilities for our loan  originations and at September 30, 2003,
we had two warehouse  facilities  for this purpose.  Both credit  
facilities  have a variable  rate of interest  and, as of
September  30, 2003,  were due to expire in May 2004. In October
2003, our warehouse  financing providers each increased their
commitment amounts to $250.0 million, from $200 million and
lowered the financing  rate.  In addition,  we extended the
maturity date for one of the facilities to October 2004.

"There can be no  assurance  that we will be able to either  renew
or  replace these warehouse facilities at their maturities at
terms satisfactory to us or at all. If we are not able to obtain  
financing,  we will not be able to  originate new loans and our  
business and results of  operations  will be  materially  and
adversely affected."


DISTRIBUTION DYNAMICS: Files for Chapter 11 to Facilitate Sale
--------------------------------------------------------------
Distribution Dynamics, Inc., (DDI) a privately held distributor of
fasteners and small components to Original Equipment Manufacturers
(OEMs) based in Eden Prairie, Minnesota announced it had entered
into an agreement to sell its assets and operations to Anixter
International Inc. (NYSE: AXE). The proposed sale is subject to
approval by the United States Bankruptcy Court for the District of
Minnesota where DDI filed a petition for relief under Chapter 11.

In connection with its Chapter 11 filing DDI has announced plans
to submit an Asset Purchase Agreement with Anixter International
Inc., with the motion to approve the sale, in which it is
contemplated that Anixter will acquire substantially all of the
assets and operations of DDI for $25 million. The agreement
excludes (i) the DDI operations in Kansas City, Missouri, which
Anixter has acquired under a separate agreement of purchase and
sale and (ii) the DDI operations located in Portland and Medford,
Oregon. In connection with this proposed purchase, Anixter plans
to assume certain obligations of DDI under the facility and
operating leases that are used in conjunction with the operations
that Anixter is proposing to purchase and Anixter plans to make
offers of employment to the employees in such operations.

Separately, Anixter announced its intention to make offers to
purchase certain valid, unsecured pre-petition claims in the
bankruptcy to the extent those claims apply to product sales to
the operations that will be acquired by Anixter.

Commenting on the Chapter 11 filing and the proposed sale to
Anixter, Dominic Polimeni, President and CEO of Distribution
Dynamics said, "We have an excellent team of people at
Distribution Dynamics, all of whom have worked exceptionally hard
to service a blue chip group of customers. The financial
challenges of the past few years have accumulated to the point
where it is now in the best interest of our customers, employees
and suppliers to seek a fresh start."

"Anixter has built a significant presence in the business of
supplying fasteners and other small components through its prior
acquisitions of Pentacon and Walters Hexagon. It is a strong
company that has all the resources, both financially and
operationally, to ensure the continued quality service and
uninterrupted supply of product to our customers for which DDI has
earned one of the finest reputations in the industry. At the same
time, because of Anixter's size, they offer excellent career
opportunities for our employees. Lastly, in the current situation
it is likely that the recovery, if any, by unsecured creditors
against their pre-petition claims will be negligible. Anixter's
willingness to purchase certain claims at a level in excess of
what is likely to be recovered from the bankruptcy process is an
excellent opportunity for key product suppliers to minimize their
financial losses in this situation," commented Polimeni.

Polimeni concluded by saying, "We are pleased to announce that our
lenders have agreed to continue to support us in order to provide
the liquidity necessary for DDI to meet its commitments and to
continue to operate during the period of the bankruptcy
proceedings."

Robert Grubbs, President and CEO of Anixter, said, "We have
committed significant financial resources to building a fastener
focused OEM supply business over the past couple of years. Prior
to the pending acquisition of DDI, we generated approximately $300
million in sales per year from the sale of fasteners and other
small components to OEMs in the US and United Kingdom. We believe
the acquisition of the operations of DDI will expand our
geographic coverage in the US market and make us an even more
attractive supplier to multi-location OEMs who are looking to
improve supply chain efficiency."

"If we are successful in completing this acquisition, we intend to
convert the DDI locations to the same business systems as our
Pentacon operations. For customers and vendors this will be an
important step in providing the same look, feel and quality to our
service capabilities throughout the US. We firmly believe that one
of the keys to success in any distribution business is the
development of common systems, common processes and a common
corporate culture to make it as easy and consistent as possible
for large customers to do business with us," Grubbs stated.

Grubbs concluded by saying, "Unfortunately, we understand that
DDI's financial condition makes it impossible for DDI to make all
of its unsecured creditors whole. Nonetheless Anixter recognizes
the importance of those manufacturers who supply products to DDI
to the overall continuity of the supply chain to the customer, and
to the future success of the business. We believe that the
continued support of DDI's lenders during the bankruptcy
proceedings, combined with Anixter's willingness to purchase
certain pre- petition claims, will minimize any risk to the
continuous supply of goods through DDI to its customers."

The proposed sale to Anixter, under the sale procedures that are
contemplated, is subject to higher offers and approval by the
Bankruptcy Court, and is expected to close in late June.

               About Distribution Dynamics

DDI is a privately held value-added distributor of fasteners,
hardware and related products specializing in inventory logistics
management programs directed at supporting the production lines of
original equipment manufacturers (OEMs) across a broad spectrum of
industries. Headquartered in Eden Prairie, MN., DDI employs two
hundred seventy-seven associates located in twenty locations in
the United States, Canada and Mexico. In its fiscal year ended
September 30, 2003 DDI had sales of $76 million.

                     About Anixter

Anixter International is the world's leading distributor of
communication products, electrical and electronic wire & cable and
a leading distributor of fasteners and other small parts ("C"
Class inventory components) to Original Equipment Manufacturers.
The company adds value to the distribution process by providing
its customers access to 1) innovative inventory management
programs, 2) more than 225,000 products and $500 million in
inventory, 3) 151 warehouses with more than 4.5 million square
feet of space, and 4) locations in 180 cities in 42 countries.
Founded in 1957 and headquartered near Chicago, Anixter trades on
The New York Stock Exchange under the symbol AXE.


ENRON CORPORATION: Objects to 11 Overstated Mega Claims
-------------------------------------------------------
After reviewing 10 Claims, the Enron Corporation Debtors realize
that the Claims are overstated and should be no more than:

                              Claim       Claim          Maximum
Claimant                       No.        Amount          Amount
--------                      -----       ------         -------
Alcan, Inc.                    8255   $100,000,000   $15,000,000

Aquila Merchant Services      13615     30,419,597             -

Exelon Corporation            16652      9,570,637       537,000

Deseret Generation and         2595     16,548,209     5,750,000
Transmission Cooperative       2597     16,549,209     1,219,000

NRG Power Marketing, Inc.     16033     26,186,098    (1,500,000)         
                              16034     40,582,545     4,500,000
                              16039     40,582,545     4,500,000
                              16038     26,186,098    (1,500,000)

Toronto Dominion (Texas),     19053     45,000,000    26,785,308
Inc.

The Debtors also determine that:

   (a) the Alcan Claim is contingent on Alcan's actual payment
       to Powerex Corporation;

   (b) most of the Claims lack sufficient detail for the
       Debtors to substantiate the asserted claims; and

   (c) NRG's Claim Nos. 16038 and 16039 are avoidable pursuant
       to Section 548 of the Bankruptcy Code.

Furthermore, Melanie Gray, Esq., at Weil, Gotshal & Manges, LLP,
in New York, relates that based on the Debtors' books and
records, Deseret Generation and Transmission Cooperative's Claim
No. 2594 for $16,548,209 has no amount due.

Accordingly, the Debtors ask the Court to disallow and expunge
the Overstated Claims or, to the extent the Claimants are able to
introduce sufficient documentation to support the Overstated
Claims, allow the Claims in an amount the Court determines. (Enron
Bankruptcy News, Issue No. 105; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


EPOCH 2000-1: S&P Gives Low-B & Junk Ratings to 3 Classes
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on EPOCH
2000-1 Ltd.'s class I, II, and III tranches of secured floating-
rate notes due 2007 and removed them from CreditWatch where they
were placed July 28, 2003.

The rating actions follow final valuations on declared credit
events and further deterioration of credit quality that has
occurred in the underlying $2.5 billion reference portfolio, as
well as final valuations on defaults.

The ratings reflect the credit quality of the reference credits,
the level of credit enhancement provided by subordination, and
EPOCH 2000-1's ability to meet its payment obligations as issuer
of the secured notes.
   
      Ratings Lowered And Removed From Creditwatch Negative
                        EPOCH 2000-1 Ltd.
   
     Class              Rating
                        To                  From
     I                  BB                  BBB/Watch Neg
     II                 B+                  BB+/Watch Neg
     III                CCC+                BB/Watch Neg


EXIDE: Union Pacific Asks Court to Allow $349,911 Demurrage Claim
-----------------------------------------------------------------
Union Pacific Railroad Company provided Exide Technologies with
postpetition freight transportation services.  According to Paul
D. Keenan, Esq., at Janssen Keenan & Ciardi, P.C., in
Philadelphia, Pennsylvania, the services that Union Pacific
provided allowed Exide to continue its business operations.  The
invoices for services rendered by Union Pacific were actual and
necessary costs and expenses of preserving the estate.  However,
Exide failed to pay Union Pacific the outstanding balance of
$349,911 for transportation services.  Performance on the
services is ongoing and the value of these services continues to
increase every month.

In providing rail services to Exide, Mr. Keenan relates that
Union Pacific's rail cars have frequently been delayed at Exide's
facilities due to delays in the loading or unloading of those
cars, a situation which has triggered delay charges known as
"demurrage."

Mr. Keenan explains that demurrage is a daily charge imposed by a
railroad on a shipper or consignee for a failure to load or
unload cars within a specific period of time after the cars have
been actually constructively placed by the railroad at the
shipper's or consignee's disposal for loading or unloading.  A
shipper or consignee is provided with a set amount of time known
as "free time," to load or unload a rail car placed at its
facility.  Free time is that period which, under normal
circumstances, affords the shipper a sufficient opportunity to
unload a car and release it to the railroad.

The charge for demurrage and the amount of free time allotted are
mandated by rail carriers' tariffs, which are published by rail
carriers, regulated by the U.S. Surface Transportation Board,
available on rail carriers Internet web sites, and specifically
incorporated into all transportation agreements.  Demurrage
charges are imposed even when the delay in loading or unloading
the rail cars occurs through no fault of the shipper or
consignee.  Demurrage charges serve two important purposes:

   (a) to compensate railroads for the lost opportunity to profit
       from the use of their cars; and

   (b) to promote overall efficiency of the rail system by
       creating an incentive for shippers and consignees to
       return the cars to the railroads promptly.

Mr. Keenan asserts that Exide must operate its business in
compliance with all applicable laws and regulations.  Demurrage
charges are mandated pursuant to Federal law.

Exide receives a specific benefit for the charges imposed
including use of rail cars beyond the allotted free time provided
in Union Pacific's tariff.  The extended time Exide is in
possession of rail cars allows it more time to load, unload or
hold the rail cars as required by its business needs.

Demurrage charges accrue at the facility where the delay
occurred.  A shipper or consignee, which accepts placement of a
rail car for loading or unloading at its facility has implicitly
agreed to the rules that govern the usage of the rail cars,
including demurrage for delayed unloading or loading of rail
cars.

Exide has asserted various contractual relationships it may have
which place liability with other parties.  Mr. Keenan contends
that those agreements are irrelevant because liability for
demurrage charges rests with the party in possession of the rail
cars when the delays triggering demurrage charges occur.  In the
present case, Exide was in possession of the rail cars when the
delays occurred.

Mr. Keenan points out that contrary to Exide's abbreviated
Black's Law Dictionary explanation, the "FOB" destination on a
shipment only determines where title for the freight passes to
the consignee, and who is responsible for the freight charges to
ship the freights from point A to point B.  If, as in Exide's
case, the designation is "FOB (shippers location)," both
liability for the shipment and the rate for shipment commence
when the rail car is released from the shipper.  This freight
rate is payable by the consignee.  This has no relevance to
liability for rail car demurrage charges, which actually stop
accruing for a shipper when a rail car is released.

Demurrage charges are not part of the rate charged by the rail
carrier to transport the freight or the "freight rate."  Courts
have consistently recognized distinction between freight
transportation charges and rail car demurrage charges.

The demurrage charges asserted against Exide are required by
statute.  Thus, Exide is bound to pay these charges regardless of
any contractual relationship it may have with the shipper or
consignee.

By this motion, Union Pacific asks the Court to allow, and compel
Exide to immediately pay, its $349,911 demurrage claim as an
administrative expense claim.

Exide continues to utilize the services of Union Pacific.  
Therefore, Union Pacific reserves its right to amend the
administrative claim to reflect additional charges accrued.

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)

  
FEDERAL-MOGUL: Court OKs Modifications to AlixPartners' Employment
------------------------------------------------------------------
Federal-Mogul Corporation seeks the Court's permission to modify
AlixPartners, LLC's continued employment to perform critical and
time-sensitive services.  

David M. Sherbin, Federal-Mogul Senior Vice President, General
Counsel and Secretary, explains that although it was originally
contemplated that AlixPartners would assist in performing
liquidation analysis on the Debtors' behalf, it did not account
for the additional complexities presented by various subsequent
revisions to the Debtors' plan of reorganization or the extended
duration of these Chapter 11 cases.  Currently, the scope of
AlixPartners' tasks in assisting in the preparation of the
liquidation analysis has expanded.

The Debtors believe that AlixPartners is well qualified and able
to provide the Critical Services in a cost-effective, efficient,
and timely manner.  Within the scope of the Initial Retention
Order, AlixPartners will:

   (a) assist in the completion of the liquidation analysis that
       will be set forth in the Debtors' Disclosure Statement and
       presented at the confirmation hearing;

   (b) assist in the preparation of all of the pro forma
       financial projections for the Debtors' Disclosure
       Statement; and

   (c) corroborate the reasonableness of the enterprise valuation
       of reorganized Federal-Mogul Corporation that will be
       included in the Disclosure Statement and presented to the
       Court at the confirmation hearing.

Mr. Sherbin maintains that AlixPartners' assistance with
completing the Debtors' pro forma financial projections is
critical so that the Debtors may fully describe their future
financial condition in the Disclosure Statement.

AlixPartners projects that, to accomplish certain tasks that are
critical to the Debtors' reorganization efforts, its fees will
exceed the monthly cap prescribed by the Initial Retention Order
in March and April 2004, and may exceed the monthly cap in
certain other subsequent months.  Mr. Sherbin states that the
Debtors will maintain the previously approved cap on
AlixPartners' fees, but will allow AlixPartners' to roll over any
amounts in excess of the cap to subsequent months.  This
flexibility will allow AlixPartners to timely complete certain
critical services for the Debtors.

Thus, Mr. Sherbin tells the Court, the only change to the
financial terms of AlixPartners' engagement as a result of
performing the Critical Services is the option to roll over any
amounts in excess of $125,000 per month to subsequent months.  
The monthly maximum compensation for AlixPartners will remain
$125,000 per month.  However, to the extent AlixPartners' fees
exceed the $125,000 cap in any given month, the amounts may be
rolled over to subsequent months to be applied against the
$125,000 cap for the subsequent month up until the Effective Date
of the Debtors' plan of reorganization.  AlixPartners will waive
any rollover balance remaining after the Effective Date.

The Debtors understand that AlixPartners intends to continue to
charge for the professional services rendered to the Debtors with
respect to the Critical Services in accordance with the same
terms already approved by the Initial Retention Order.   
AlixPartners' current hourly rates are:

         Professionals                 Hourly Rate
         -------------                 -----------
         Principals                    $525 - 615
         Senior Associates                    420
         Associates                           375
         Consultants                          250
         Analysts/Administrative              180

Robert J. Rock, a principal of Alix Partners, assures the Court
that AlixPartners does not represent or hold any material adverse
interest to the Debtors or their estates with respect to the
matters on which AlixPartners is to be employed.  Mr. Rock
attests to AlixPartners' disinterestedness.  AlixPartners does
not have any connections with the Debtors, their officers,
affiliates, creditors or any other party-in-interest or their
attorneys.

At the Debtors' request, Judge Lyons approves the modifications
to the continued employment of AlixPartners as the Debtors'
financial advisors.

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)


GENESIS: NeighborCare to Report Q2 2004 Results on May 12
---------------------------------------------------------
NeighborCare, Inc. (f/k/a Genesis HealthCare Corporation, a former  
subsidiary of Genesis Health Ventures Inc.) will release results
for its fiscal second quarter ended March 31, 2004 after the close
of trading on May 12, 2004.  The Company will hold a conference
call on May 13, 2004 to discuss the results.  The conference call
information follows;

     Date:             Thursday, May 13, 2004
     Time:             9:00 a.m. Eastern Time
     Toll-Free Number: (888) 240-0264
     Toll Number:      (706) 679-5757
     Leader:           John Arlotta
     Conference ID:    6891657

Investors can also access the conference live via webcast
at http://www.neighborcare.com/investor/default.cfmwhere a replay  
of the call will also be posted. (Genesis/Multicare Bankruptcy
News, Issue No. 54; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


GRENADA MANUFACTURING: Employing Harris & Geno as Attorneys
-----------------------------------------------------------
Grenada Manufacturing, LLC wants to employ Harris & Geno, PLLC as
its bankruptcy attorneys.  The Debtor tells the U.S. Bankruptcy
Court for the Northern District of Mississippi that Harris & Geno
will:

   a. advise and consult with the Debtor-in-possession regarding
      questions arising from certain contract negotiations which
      will occur during the operation of the affairs of the
      Debtor-in-possession;

   b. evaluate and attack claims of various creditors who may
      assert security interests in the assets and who may seek
      to disturb the continued operation of the business;

   c. appear in, prosecute, or defend suits and proceedings, and
      to take all necessary and proper steps and other matters
      and things involved in or connected with the affairs of
      the estate of the Debtor;

   d. represent the Debtor in court hearings and to assist in
      the preparation of contracts, reports, accounts,
      petitions, applications, orders and other papers and
      documents as maybe necessary in this proceeding;

   e. advise and consult with Debtor in connection with any
      reorganization plan which may be proposed in this
      proceeding and any matters concerning the Debtor which
      arise out of or follow the acceptance or consummation of
      such reorganization or its rejection; and

   f. perform such other legal services on behalf of Debtor as
      they become necessary in this proceeding.

Harris & Geno's current hourly rates are:

         Professional         Billing Rate
         ------------         ------------
         Craig M. Geno        $250 per hour
         Jeffrey K. Tyree     $225 per hour
         Melanie T. Vardaman  $175 per hour
         Paralegal and
           Legal Assistants   $65 per hour

The Debtor paid Harris & Geno a $17,500 retainer.

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.


GROUND ROUND: U.S. Restaurant Affiliate Wins Bid for Assets
-----------------------------------------------------------
U.S. Restaurant Properties, Inc. (NYSE:USV) announced that an
affiliate of the Company was the successful bidder, pending U.S.
Bankruptcy Court approval, for certain assets of The Ground Round,
Inc., a casual dining chain based in Boston.

The bid was approximately $6.5 million. Assets include the
debtor's interest as a franchisor, trade names and other
intangible assets, franchisee subleases and certain franchisee
receivables. In addition, pending Court approval, the Company
acquired specific restaurant assets of several non-operating
Ground Round units. The Ground Round franchise system has 73
franchised units, primarily in the Northeast and Midwest.

Management plans to discuss this transaction, as well as other
pending acquisitions, in greater detail during the Company's
quarterly conference call on May 6th.

U.S. Restaurant Properties, Inc. is a fully-integrated, self-
administered and self-managed real estate investment trust (REIT).
The Company's strategy focuses primarily on acquiring, owning and
leasing restaurant properties. The Company also owns and leases a
number of service station properties, most of which include
convenience stores (referred to as C&Gs). At March 31, 2004, the
Company's portfolio consisted of 778 properties. U.S. Restaurant
Properties, Inc. leases its properties on a triple-net basis
primarily to operators of quick-service and full-service chain
restaurants affiliated with major national or regional brands such
as Applebee's, Arby's, Burger King, Captain D's, Chili's, Dairy
Queen, Hardee's, Pizza Hut, Popeye's, Schlotzsky's, Shoney's and
Taco Cabana. The Company's C&G tenants are affiliated with major
oil brands such as Fina, Phillips 66 and Shell.


GTC TELECOM: Signs Agreement to Acquire TelSpan, Inc.
-----------------------------------------------------
GTC Telecom Corp. (OTCBB: GTCC) has entered into an Agreement to
acquire TelSpan, Inc. in a tax-free stock swap transaction.
TelSpan, a California corporation, owns the rights to acquire out
of bankruptcy, at a substantial discount, the fourth largest fiber
optic network in Mexico, consisting of approximately 4,000km of
fiber optic lines and other related assets. The network, which is
currently active, encompasses the "Golden Triangle" of Monterrey,
Guadalajara and Mexico City as well as other key areas of Mexico,
and will allow GTC to provide cost-effective telecom and
information services to key metropolitan centers in the rapidly
expanding U.S. / Mexico telecommunications corridor. TelSpan is
currently in the process of finalizing its financing for the
acquisition of the network. The closing of GTC's acquisition of
TelSpan is conditioned on the successful financing and completion
of its acquisition of the network and related assets.

In a related agreement, GTC agreed to sell a controlling interest
of its Perfexa Solutions, Inc. Business Process Outsourcing call
center and IT development subsidiary to the shareholders of
Infospan, Inc., a California company commonly controlled by some
of the shareholders of TelSpan. Infospan, a BPO, call center and
IT development company headquartered in Irvine, CA, has call
center operations in Mexico, significant sales networks for
customer growth opportunities for India, Mexico and the U.S. and a
seasoned management team with significant experience in the
outsourcing sector.

S. Paul Sandhu, GTC's CEO stated, "The acquisition of TelSpan will
allow us to leverage GTC's established U.S. telecommunications
operations with TelSpan's access to the 4th largest fiber network
in Mexico. This, coupled with our ongoing strategy to expand into
the local services market, will allow us to create a full service,
facilities-based, telecommunications company able to better
compete in today's rapidly changing marketplace."

Mr. Sandhu continued, "The combination of Perfexa and Infospan
allows Perfexa to tap Infospan's experienced sales force,
extensive contract opportunities and resources. Perfexa will then
be able to provide call center and IT development services not
only from India but also from Mexico and the United States."

Farooq Bajwa, TelSpan's CEO stated, "We are very excited with the
synergy created by combining TelSpan's Mexico facilities with
GTC's established U.S. telecommunications operations. The coupling
of GTC's U.S. operations and TelSpan's Mexican network will allow
the combined companies to aggressively exploit the largest
international telecom corridor between any two countries in the
world. "

Mr. Bajwa continued, "Infospan's extensive sales network and
potential business opportunities, together with Perfexa's
established operations will allow the combine companies to become
a significant player in the world-wide Business Process
Outsourcing market."

Pursuant to the terms of the Acquisition Agreements, upon
completion of the proposed transactions, TelSpan shareholders will
secure a 84% majority control position within GTC and Infospan's
shareholders will secure a 84% majority control position within
Perfexa. The closing of the transactions are conditioned upon
approval of GTC's shareholders which is anticipated to occur
within the next ninety days.

                 About Perfexa Solutions, Inc.

Perfexa Solutions, Inc. is committed to providing cost-effective
customer service, CRM and vertical management solutions for small
to medium-sized businesses for the global communication
marketplace.

Through its wholly owned subsidiary, Perfexa Solutions Pvt. Ltd.,
an Indian company, Perfexa provides Inbound Call Center Management
Solutions with future plans for Outbound Call Center Management
Solutions, IT Management Solutions and Business Operations
Management Solutions. Perfexa Solutions is in the process of
finalizing its first call center in New Delhi, India, which is
expected to become operational in the first quarter 2003. For more
information visit http://www.perfexa.com/

                       About TelSpan, Inc.

TelSpan, Inc., is a telecommunications company with rights to
purchase, at a significant discount, the 4th largest fiber optic
network in Mexico. These assets, located in the "Golden Triangle"
of Monterrey, Guadalajara and Mexico City, will allow TelSpan to
tap into the fast growing Spanish-speaking marketplace throughout
North, Central and South America.

                       About Infospan, Inc.

InfoSpan provides services such as customer service operations,
overseas software development, billing, collections, data
transcription and other outsourcing services to small, medium and
enterprise level customers at its customer contact centers in the
U.S. and Mexico.

                     About GTC Telecom Corp.

Founded in 1997, GTC Telecom and its subsidiaries provide long-
distance, calling card, conference calling and toll-free services;
Internet access to residential customers throughout the United
States; as well as Business Process Outsourcing services. GTC
provides its services directly to consumers, as well as through
affiliate marketing programs with companies like Best Buy Inc. For
more information, visit http://www.gtctelecom.com/

                        *   *   *

As reported in the Troubled Company Reporter's March 19, 2004
edition, GTC Telecom's condensed consolidated financial statements
have been prepared assuming the Company will continue as a going
concern, which contemplates, among other things, the realization
of assets and satisfaction of liabilities in the normal course of
business.  

As of December 31, 2003, the Company had negative working capital
of $7,665,222, liabilities from the underpayment of payroll taxes,
an accumulated deficit of $15,989,582, and a stockholders'  
deficit of $7,060,203; in addition, through December 31, 2003, the
Company historically had losses from operations and a lack of
profitable operational history, among other matters, that raise
substantial doubt about its ability to continue as a going
concern.  The Company hopes to continue to increase revenues from
additional revenue sources and/or increase  margins through
continued negotiations with MCI/WorldCom and other cost cutting
measures.  In the absence of significant increases in revenues and
margins, the Company intends to fund operations through additional
debt and equity financing arrangements.  The successful  outcome
of future activities cannot be determined at this time and there
are no assurances that if achieved, the Company will have
sufficient funds to execute its intended business  plan or
generate positive operating results.


HEFFLEY COMPANY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: The Heffley Company
        dba J & S Supply Co.
        257 North 30th Street
        Battle Creek, Michigan 49015

Bankruptcy Case No.: 04-04756

Type of Business: The Debtor is engaged in the business of
                  wholesale plumbing and heating.

Chapter 11 Petition Date: April 14, 2004

Court: Western District of Michigan (Grand Rapids)

Judge: Jeffrey R. Hughes

Debtor's Counsel: Perry G. Pastula, Esq.
                  Dunn Schouten & Snoap PC
                  2745 DeHoop Avenue South West
                  Wyoming, MI 49509
                  Tel: 616-538-6380

Total Assets: $1,194,894

Total Debts:  $1,156,038

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Bradford White Corp.                        $37,337

Barnett, Inc.                               $17,562

Moen, Inc.                                  $17,183

Citi Business Platinum Select               $14,648

Slant/Fin Corp.                             $12,286

Lasco Bathware                               $6,464

Platinum Plus for Business                   $4,821

Yeo & Yeo                                    $4,800

Platunum Plus for Business                   $4,630

Ameritech/SBC                                $3,810

Capital One FSB                              $3,397

Emax, Inc.                                   $2,906

Buy Van Associates                           $2,705

Musteen, E.L. & Sons                         $2,388

Barnett, Inc.                                $1,902

Merlo Steam Equipment                        $1,806

John M. Frey Co.                             $1,700

Snelling Personnel Services                  $1,414

Home Depot                                   $1,135

Home Depot                                   $1,135


HNPD INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: HNPD, Inc.
        dba Red Lion Hotel
        dba Regency Plaza
        dba Ramada Inn
        dba Jumpers Lounge
        1530 Avenue G
        Council Bluffs, Iowa 51501

Bankruptcy Case No.: 04-81192

Chapter 11 Petition Date: April 8, 2004

Court: District of Nebraska (Omaha Office)

Judge: Timothy J. Mahoney

Debtor's Counsel: William L. Biggs, Jr., Esq.
                  Gross & Welch
                  1500 Omaha Tower
                  2120 So. 72nd Street
                  Omaha, NE 68124
                  Tel: 402-392-1500
                  Fax: 402-392-1538

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Red Lion Hotels, Inc.                       $65,693

Red Lion Hotels, Inc.                       $65,256

Multi-System, Inc.                          $25,785

Lamar Companies                             $25,620

O'Keefe Elevator Company, Inc.              $19,970

Shaver Decorating, Inc.                     $10,808

World Cinema, Inc.                          $10,444

Otis Elevator                                $9,657

Controlled Systems, Inc.                     $8,185

Guest Distribution                           $7,596

Cash Wa Distributing Company                 $7,168

Cintas                                       $6,509

CitiCapital Commercial Corp.                 $5,769

American Express                             $5,400

Paramount Linen & Uniform                    $4,700

Mulhall's                                    $4,681

Qwest Dex                                    $4,337

McLeod, USA                                  $3,972

National Casualty Company                    $3,774

NuCo2, Inc.                                  $3,754


HOLLYWOOD ENTERTAINMENT: 2003 Net Income Narrows to $185.1 Million
------------------------------------------------------------------
Hollywood Entertainment Corporation is the second largest rental
retailer of DVDs,  videocassettes and video games in the United
States. The Company opened its first video store in October 1988
and, as of December 31, 2003, operated 1,920 Hollywood Video
stores in 47 states and the District of Columbia. As of December
31, 2003, it also operated 595 Game Crazy stores, which are game
specialty stores where game enthusiasts can buy, sell and trade
new and used video game hardware, software and accessories.  A
typical Game Crazy store carries over 2,500 video game titles and
occupies an area of approximately 700 to 900 square feet adjacent
to a Hollywood Video store. Hollywood Video stores accounted for
89% of consolidated revenue in 2003 while Game Crazy contributed
11%.

The Company's income from operations for 2003 was $185.1 million
compared to $189.3 million for 2002. The decrease was primarily
due to operating losses incurred by Game Crazy for 2003 and a
$12.4 million reversal of an accrual related to the closure of the
Company's former internet business, Reel.com, that benefited
income from operations for 2002. For 2003, Hollywood Video
generated $205.1 million in income from operations while Game
Crazy generated a net loss from operations of $20.0 million.

Net income for 2003 was $82.3 million compared with net income of
$241.8 million and $100.4 million for 2002 and 2001, respectively.
The decrease in net income was primarily the result of a change in
the Company's provision for income taxes. Net income for 2002 and
2001 benefited from a reduction in the Company's valuation
allowance on its deferred income tax assets, resulting in an
income tax benefit of $98.1 million and $37.3 million,
respectively. Management believes that an effective tax rate of
40.5% would have represented a normalized provision for income
taxes excluding the valuation allowance reductions. The effective
tax rate for 2003 was 40.0%. Also contributing to the decrease in
net income for 2003 was a $12.5 million charge recorded in the
first quarter of 2003 for early debt retirement compared to an
early debt retirement charge in the first quarter of 2002 of $3.5
million.

Total operating and selling expenses for 2003 decreased as a
percentage of revenue to 43.0% from 43.5% for 2002. The percentage
decrease was primarily the result of leverage from increased
revenue. Total operating and selling expense for 2003 increased
$76.4 million to $724.1 million from $647.8 million for 2002. The
increase was primarily the result of increased variable costs
associated with increased store revenue, an increase of 47
weighted-average stores and an increase in operating and selling
expenses associated with the expansion of the Game Crazy stores.
Payroll and related expenses increased by $40 million, rent and
related expenses increased by $15.4 million, advertising increased
by $11.7 million, and other operating and selling expenses
increased by $9.3 million for 2003 compared to 2002.

General and administrative expenses for 2003 increased $16.4
million to $106.0 million, or 6.3% of total revenue, from $89.6
million, or 6.0% of total revenue for 2002. Included in general
and administrative expenses for 2003 was a $1.7 million charge
recognized in the first quarter to increase a class action
litigation settlement reserve related to extended rental periods.
General and administrative expenses for 2002 benefited from the
net reversal of approximately $1.6 million of non-cash stock
option expense. The $1.6 million benefit reflects stock option
expense of $2.9 million recorded in the first, second and fourth
quarters and a net reversal of expense of $4.5 million recorded in
the third quarter primarily associated with the cancellation of
stock options subject to variable plan accounting. General and
administrative expenses for 2002 also benefited from the reversal
of a legal accrual in the amount of $1.6 million, as a result of
the final confirmation of the settlement of the Company's
California exempt/non-exempt class action lawsuit for an amount
less than anticipated. Excluding these items, general and
administrative expenses as a percentage of total revenue were
consistent for 2003 and 2002.

At December 31, 2003, Hollywood Entertainment Corporation had
$74.1 million of cash and cash equivalents on hand.

During 2002 and early 2003, the Company completed several
refinancing transactions that lengthened maturities on its long-
term debt, lowered its effective interest rate and increased
working capital availability. Management believes that cash flow
from operations, increased flexibility under the new credit
facilities, cash on hand and trade credit will provide adequate
liquidity and capital resources to execute the Company's business
plan for the foreseeable future, including the Company's expansion
plans.  Management continues to analyze the Company's capital
structure and its business plan and from time to time may consider
additional capital and/or financing transactions as a source of
incremental liquidity.

Wilsonville, Ore.-based Hollywood Entertainment operates more than
1,900 Hollywood Video stores in 47 states and approximately 600
Game Crazy video game specialty stores.

                        *   *   *

As reported in the Troubled Company Reporter's March 31, 2004
edition, Standard & Poor's Ratings Services placed its ratings for
Hollywood Entertainment Corp., including the 'B+' corporate credit
rating, on CreditWatch with negative implications. The CreditWatch
placement followed Hollywood's announcement that it has entered
into a definitive merger agreement to be acquired by an affiliate
of Leonard Green & Partners, L.P. Leonard Green will be acquiring
Hollywood's outstanding common stock for $14.00 per share in cash.
The aggregate value of the merger transaction is estimated to be
about $1.26 billion, including the repayment of indebtedness. The
transaction is subject to shareholder and regulatory approval, and
is expected to close in the third quarter of calendar 2004.
   
"The CreditWatch listing reflects the possibility that ratings
could be lowered based on a potential deterioration in Hollywood's
credit profile post merger," said Standard & Poor's credit analyst
Diane Shand. "Standard & Poor's will monitor the developments of
the proposed offer. The current ratings reflect the company's
participation in the highly competitive and mature home
entertainment industry, its dependence on its own domestic
video business and decisions made by movie studios, and the long-
term threat associated with new technologies for delivering home
video. These risks are partially mitigated by the company's good
position in the video rental industry and the positive effects of
revenue-sharing agreements with movie studios and consumers
shifting to DVDs from VHS."

Hollywood's operating performance has been under pressure since
the second quarter of 2003 due to increased costs related to the
expansion of the Game Crazy business (video games) and lack of
sales leverage in the video rental business. Profitability is
expected to remain under pressure in 2004 given the weakness in
the overall video rental industry and the company's continuing
investments in Game Crazy. Hollywood is currently moderately
leveraged for the rating, with total debt to EBITDA of 4.2x.


INTEGRATED HEALTH: Wants Until June 4 Remove Actions
----------------------------------------------------
IHS Liquidating, LLC, asks the Court to further extend the period
within which it may file notices of removal with respect to civil
actions pending on the Petition Date, through and including
June 4, 2004.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, in
Wilmington, Delaware, explains that, since they are tasked with
reconciling the thousands of claims in these cases, IHS
Liquidating and its professionals have not had sufficient time to
fully review all of the prepetition actions to determine which
should be removed pursuant to Rule 9027(a) of the Federal Rules
of Bankruptcy Procedure.

The Court will convene a hearing on May 26, 2004 to consider   
IHS Liquidating's request.  By application of Del.Bankr.LR 9006-2,
IHS Liquidating's deadline to remove actions is automatically
extended through the conclusion of that hearing.

Headquartered in Owings Mills, Maryland, Integrated Health
Services, Inc. -- http://www.ihs-inc.com/-- IHS operates local  
and regional networks that provide post-acute care from 1,500
locations in 47 states. The Company filed for chapter 11
protection on February 2, 2000 (Bankr. Del. Case No. 00-00389).
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the Debtors in their restructuring efforts.  On
September 30, 1999, the Debtors listed $3,595,614,000 in
consolidated assets and $4,123,876,000 in consolidated debts.
(Integrated Health Bankruptcy News, Issue No. 74; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


LAB-INTERLINK INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Lab-Interlink, Inc.
        1011 South Saddle Creek Road
        Omaha, Nebraska 68106

Bankruptcy Case No.: 04-81143

Type of Business: The Debtor is the leading provider of open
                  laboratory automation and robotic systems to
                  clinical laboratories.
                  See http://www.labinterlink.com/

Chapter 11 Petition Date: April 6, 2004

Court: District of Nebraska (Omaha Office)

Judge: Timothy J. Mahoney

Debtor's Counsel: Alan E. Pedersen, Esq.
                  McGill, Gotsdiner, Workman & Lepp, P.C.
                  11404 West Dodge Road, Suite 500
                  Omaha, NE 68154-2576
                  Tel: 402-492-9200
                  Fax: 402-492-9222

Total Assets: $2,080,499

Total Debts:  $10,186,571

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Ortho Clinical Diagnostics    Distribution            $3,021,765
Attn: Mr. Tom Callihan        Agreement, Trade,
100 Indigo Creek Drive        Loan
Rochester, NY 14650-0868

Ramco Innovations             Trade                     $300,384
Attn: Ms. Darren VanderLinden
1207 Maple Street
P.O. Box 65310
West Des Moines, IA 50265

Sensiple                      Contract Labor            $270,285
Attn: Mr. Jim Fox
6825 Pine Street
Suite 300A-1 t
Omaha, NE 68106

Keyence Corp.                 Trade                     $217,679

Unemed Corporation            Loan                      $177,743

EH Engineering                Trade                     $176,273

Benson Machine Works          Trade                     $159,009

Larson, Katz & Young, Inc.    Trade                     $155,646

Electronic Design & Mfg.      Trade                     $150,432

Adecco Employment Services    Trade                     $136,808

Alliance Machine, Inc.        Trade                     $106,359

Wallace H Coulter Foundation  Loan                      $102,735

EPE, Inc.                     Trade                      $88,444

Data Innovations              Trade                      $76,878

Hall-Mark Global Solutions    Trade                      $71,157

Probys                        Trade                      $64,264

Hogan & Hartson               Trade                      $60,846

Aurstaff-Light Industrial     Trade                      $60,620

KPMG Peat Marwick             Professional Fees          $60,100

PGF Technology Group, Inc.    Trade                      $57,587


MATRIA HEALTHCARE: Stretches Senior Debt Tender Offer to May 28
---------------------------------------------------------------
Matria Healthcare, Inc. (NASDAQ: MATR) announced that it has
extended its pending tender offer for all of its outstanding 11%
Series B Senior Notes due 2008.

The expiration of the tender offer has been extended from 12:00
noon, New York City time, on April 27, 2004, to 12:00 noon, New
York City time, on May 28, 2004, unless further extended by the
Company. As of midnight April 22, 2004, the Company had received
valid tenders from holders of $120 million in aggregate principal
amount of the notes, representing 98.36% of the outstanding
principal amount of the notes. As a result of the extension, the
Price Determination Date (as that term is defined in the Offer to
Purchase in Consent and Waiver Solicitation Statement) has not
occurred and has been extended until May 26, 2004, the second
business day prior to the revised expiration date.

The completion of the tender offer and the consent solicitation
continues to be subject to the satisfaction of several conditions,
including a financing condition that the Company is able to
replace its existing credit facility with a new credit facility
and/or obtain other financing through the sale of publicly or
privately placed securities, in each case on terms acceptable to
the Company and in such amount and combination as the Company in
its sole discretion may determine, the proceeds of which will be
sufficient to allow the Company to purchase all of the outstanding
notes. Although the Company is pursuing financing alternatives,
there can be no assurance that new financing will be available on
terms acceptable to the Company, if at all.

On April 13, 2004, the Company received consents from the holders
of a majority in principal amount of the notes to amend the
indenture governing such notes to eliminate substantially all of
the restrictive covenants as well as certain events of default and
related provisions in the indenture. If the financing condition is
not satisfied or the other conditions to the tender offer and the
consent solicitation are not satisfied or waived, the amendments
to the indenture will not become operative. Notwithstanding the
foregoing, if the Company completes a financing pursuant to its
previously received waiver permitting it to incur up to $150
million in indebtedness prior to the consummation of the tender
offer, the Company will be required to use the proceeds of such
financing to purchase notes in the tender offer, whether or not
the conditions otherwise applicable to the tender offer are
satisfied or the amendments to the indenture become operative.

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

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


MERRILL LYNCH: Fitch Rates 1996-C2 Classes F & G at Low-B Levels
----------------------------------------------------------------
Fitch Upgrades 5 Classes Of Merrill Lynch 1996-C2; Removes 2 from
Rating Watch Negative
23 Apr 2004 11:47 AM (EDT)

Merrill Lynch Mortgage Investors, Inc.'s commercial mortgage pass-
through certificates, series 1996-C2 are upgraded by Fitch Ratings
as follows:

          --$68.3 million class B to 'AAA' from 'AA+';
          --$62.6 million class C to 'AAA' from 'A+';
          --$56.9 million class D to 'AA' from 'BBB+';
          --$28.5 million class E to 'A+' from 'BBB'';
          --$62.6 million class F to 'BB+' from 'BB-'.

Fitch removes the following classes from Rating Watch Negative:

          --$62.6 million class F;
          --$39.8 million class G.

In addition Fitch affirms the following classes:

          --$240.3 million class A-3 'AAA';
          --$39.8 million class G 'B-'.

Fitch does not rate the $22.2 million class H. Classes A-1 and A-2
have been paid in full and are no longer rated.

The upgrades reflect improved credit enhancement levels due to
loan payoffs and amortization. As of the April 2004 distribution
date, the pool's aggregate certificate balance has decreased 51%
to $580.9 million from $1.1 billion at issuance. There are
currently 177 loans remaining in the pool of the original 300 at
issuance.

Classes F and G were placed on Rating Watch Negative due to
interest shortfalls resulting from the recovery of servicing
advances from interest payments. The pooling and servicing
agreement was modified on April 9, 2004 to allow the master
servicer to recoup servicing advances from principal. Fitch
expects the interest shortfalls to these classes to cease.

Currently, fourteen loans (10%) are in special servicing. Among
these are four specially serviced cross-collateralized and cross-
defaulted Shilo Inn loans (4.8%), which are current and performing
pursuant to the terms of an executed loan modification. The loans
are expected to be returned to the master servicer following a
bankruptcy court hearing scheduled for June 2004.

Fitch analyzed each loan in the pool and assumed stressed default
probabilities and loss severities for loans of concern, including
the liquidation scenarios of certain specially serviced loans. The
required credit enhancement that resulted from this remodeling of
the pool warranted the upgrades to classes B, C, D, E, and F.


MUELLER HOLDINGS: S&P Assigns B- Rating to Senior Unsecured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit and 'B-' senior unsecured debt ratings to Mueller Holdings
(N.A.) Inc.'s $110 million senior discount notes due 2014.
Interest will be noncash payable in kind for the first five years
and cash pay thereafter. Proceeds from this offering will be used
to pay a distribution to shareholders. The outlook is stable.

At the same time, Standard & Poor's affirmed its outstanding
ratings on wholly owned subsidiary Mueller Group Inc.
(B+/Stable/--).

Mueller's pro forma total debt (including consolidated parent
company obligations and operating leases) outstanding at Dec. 31,
2003, is about $1.07 billion.

"We expect Mueller to continue to generate free cash flow and
improve cash flow protection measures over time," said Standard &
Poor's credit analyst Linli Chee. "However, upside potential is
limited by the company's high debt leverage."

Mueller is a leading North American manufacturer of cast,
fabricated, forged, and machined products, including fire
hydrants, water and gas valves, pipe fittings and couplings, and
pipe nipples and hangers. The company has leading positions within
niche and cyclical markets, with approximately 75% of its sales
coming from products that have No. 1 or No. 2 market positions.

"Although municipalities continue to face budget constraints, the
need to upgrade and expand water systems is rising, given the
slowdown in infrastructure upgrades over the past few years
because of economic effects on state and local government
budgets," Ms. Chee said.

Although cash flows are seasonal and cyclical, the company has
been able to generate a modest amount of free cash flow annually,
which will be used to support strategic growth initiatives, and
modest scheduled debt amortization of 1% annually.


MIRANT AMERICAS: Repudiates Bosque Tolling Pact with Mirant Texas
-----------------------------------------------------------------
Mirant Americas Energy Marketing, LP, seeks the Court's authority
to reject a Tolling Agreement with co-Debtor Mirant Texas, LLC,
pursuant to Section 365(a) of the Bankruptcy Code.

Under the Tolling Agreement, MAEM acquired "tolling rights" to
two generating units located at the Bosque facility.  The Bosque
plant and facility is owned by Mirant Texas.  Generally, Ian T.
Peck, Esq., at Haynes and Boone, LLP, in Dallas, Texas, explains
that tolling rights provide an acquirer with rights to certain
designated output generated by a facility in exchange for, among
other things, certain fixed and variable payments.  In addition,
the acquirer of tolling rights is responsible for providing all
fuel necessary to operate the tolled portion of the facility.

In 2003, MAEM paid Mirant Texas approximately $12,800,000 in
tolling payment for 297 MW capacity at the Bosque facility
pursuant to the Tolling Agreement.

The Tolling Agreement will expire on June 30, 2005.  Mr. Peck
informs the Court that MAEM carefully analyzed the Bosque Tolling
Agreement and determined that from May 2004 through June 30,
2004, the Bosque Tolling Agreement is approximately $10,600,000
"out of the money" as to MAEM.  Thus, the contract is burdensome
to the MAEM estate and should be rejected.

The Tolling Agreement is an intercompany agreement between two
Debtors.  The Debtors previously indicated to the Committees and
other interested parties that it is their intention not to reject
intercompany agreements at this stage of the bankruptcy case but
to resolve the intercompany issues in connection with a plan of
reorganization.  However, in formulating the business plan, MAEM
has determined that the economic impact of the Bosque Tolling
Agreement is simply too significant to postpone the decision
until Plan confirmation.  

Mr. Peck points out that to defer an issue of the magnitude
represented by the Bosque Tolling Agreement to Plan confirmation
would provide inaccurate and potentially misleading information
to creditors reviewing the Debtors' business plan.  Moreover, the
financial impact of rejecting the Bosque Tolling Agreement now
has been incorporated into the Debtors' business plan.  Mr. Peck
notes that since there is currently no bar date for filing proofs
of intercompany claim, Mirant Texas's rejection claim will not
need to be filed at this time.

Mr. Peck assures Judge Lynn that rejecting the Tolling Agreement
will not result in any job loss or the termination of the
business operations of Mirant Texas.  An intercompany agreement,
and possibly a new tolling agreement with a third party, will be
executed and Mirant Texas will be paid for its generation at
prices that are more akin to the market.  The rejection will
simply reduce the above-market profit margin Mirant Texas
currently enjoys under the Tolling Agreement -- at the expense of
MAEM's estate.    

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)


NATL CENTURY: Martin Cohen Designated as VI/XII Collateral Trustee
------------------------------------------------------------------
FTI Consulting, Inc., as represented by Martin L. Cohen, is
designated as the VI/XII Collateral Trustee by the Official
Subcommittee of NPF XII Noteholders, on behalf of itself and the
Official Subcommittee of NPF VI Noteholders.    

The duties and powers of the VI/XII Collateral Trustee will
include all powers necessary to implement the provisions of the
VI/XII Collateral Trust Agreement and administer the VI/XII
Collateral Trust, including, without limitation, the power to:

   (a) prosecute, for the benefit of the VI/XII Collateral Trust,
       all Causes of Action transferred by the National Century
       Financial Enterprises, Inc. Debtors to the VI/XII
       Collateral Trust;

   (b) liquidate the Assets of the VI/XII Collateral Trust;

   (c) object to or prosecute an objection to, compromise and
       settle, abandon or dismiss any or all Disputed Claims
       relating to the collateral of the Indenture Trustees; and

   (d) 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 VI/XII Collateral Trustee will serve until the earlier of his
removal or resignation.  In the event that the VI/XII Collateral
Trustee is removed or resigns for any reason, a successor will be
designated pursuant to the terms of the VI/XII Collateral 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)


NATIONAL STEEL: Creditor Trust Objects to PE Tech's $797K Claim
---------------------------------------------------------------
William Choslovsky, Esq., at Piper Rudnick, LLP, in Chicago,
Illinois, relates that PE Technologies, Inc., filed a claim on
April 4, 2003, seeking payment of not less than $797,006.  PE
Tech also sought payment for a $4,435 reclamation claim.  PE Tech
repaired certain of the National Steel Corporation Debtors'
equipment, which repair process normally required PE Tech to
remove the Debtors' equipment and maintain it at its premises
while completing the work.

PE Tech asserted that it is entitled to an administrative claim,
which consists of:

   (a) Invoice No. 10591 for $47,200, relating to work performed
       entirely prepetition, but delivered to the Debtors
       postpetition; and

   (b) Work in progress for "projects that [we]re in process and
       which ha[d] not yet been shipped to the Debtors," which
       amount PE tech listed as "not less than $749,806 through
       March 17, 2003."

Mr. Choslovsky recalls that on April 21, 2003, the Court approved
the sale of substantially all of the Debtors' assets to U.S.
Steel Corporation.  On May 19, 2003, the Court entered a Minute
Order, which, as regards PE Tech, the Sale, and postpetition
obligations, provides that:

      "[I]f the Equipment is determined to be an Acquired Asset,
      upon delivery of the Equipment, [USS] shall pay to PE the
      then-current, postpetition charges owing to PE in respect
      of the Equipment.  In the event the Equipment is not
      included among the Acquired Assets, the Debtors and PE
      shall each reserve all of their rights with respect to the
      Equipment."

Mr. Choslovsky states that PE Tech's Claim does not satisfy the
criteria of an administrative claim under Section 503(b)(1) of
the Bankruptcy Code.  PE Tech's Invoice Claim is a prepetition
unsecured claim since PE Tech concedes that all work related to
the Invoice Claim was performed prepetition.  No matter how PE
Tech may attempt to recharacterize the Invoice Claim, the
underlying work was completely performed prepetition pursuant to
an order made by the prepetition debtor.

Mr. Choslovsky tells the Court that over the past year since PE
Tech filed its Claim, U.S. Steel has paid PE Tech for all
postpetition jobs that constitute the vast majority of PE Tech's
WIP Claim.  PE Tech recently advised the Creditor Trust and
provided documentation indicating that, at most, seven jobs
totaling $170,753 have yet to be taken down and paid for by U.S.
Steel.  Assuming some Remaining WIP Jobs are not taken down and
paid for by U.S. Steel, then PE Tech still needs to prove that
the Debtors' estate received a benefit related to the unclaimed
work.

The Creditor Trust avers that the Remaining WIP Jobs did not
provide a benefit to the estates since the equipment at issue
have been maintained by PE Tech at its premises, and U.S. Steel
does not require these equipment as the Debtors' successor.
Since U.S. Steel has taken down and paid for the majority of the
WIP Jobs, this means that these paid jobs must have provided a
benefit to U.S. Steel while those that U.S. Steel had not taken
down and paid for must not be vital or necessary.

Accordingly, the Creditor Trust asks the Court to disallow PE
Tech's Claim in its entirety. (National Steel Bankruptcy News,
Issue No. 47; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NEVADA POWER: S&P Rates $100M Synthetic Bank Credit Facility at BB
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to the
proposed $100 million synthetic bank credit facility at Nevada
Power Co. (NPC; B+/Negative/--).

The facility will be secured by NPC's general and refunding (G&R)
mortgage bonds and, hence, carry the same rating as the G&R bonds.
The facility will support NPC's working capital needs and will
boost liquidity because NPC currently has no access to bank lines
and only a $125 million accounts receivables cnduit, which will
continue to stay in place. The outlook is negative.

Ratings on NPC reflect the weak consolidated business and
financial profiles of NPC, its parent, Sierra Pacific Resources
Co. (SRP), and SRP's other utility subsidiary, Sierra Pacific
Power Co. (SPP). A troubled regulatory climate in Nevada and a
short capacity position, which creates exposure to the volatile
wholesale power markets, are the principal sources of business
risk. Also, management has been held responsible for imprudent
power-procurement decisions made during the western wholesale
power markets crisis in 2000 and 2001, which resulted in a
significant revision in power-procurement policies and personnel
over the past two years. Prior regulatory disallowances in
purchased-power costs decimated SRP's consolidated financial
profile, with the utilities losing access to bank lines of credit
and to the unsecured credit markets. These weaknesses are partly
mitigated by recent more supportive regulatory actions and
stronger cash flows as the utilities collect deferred power costs.


NRG ENERGY: Dick Corp. Wants to Prosecute Its Claims
----------------------------------------------------
In May 1999, Dick Corporation and National Energy Production
Corporation formed a Joint Venture to design and build a power
plant for LSP-Kendall Energy, LLC, an NRG Energy entity.  As part
of the arrangement, Dick and LSP-Kendall entered into a contract
in November 1999, for engineering, procurement and construction
services in connection with the construction of the Kendall
County Generation Facility in Minooka, Illinois.  

Under the Kendall Contract, Amy M. Tonti, Esq., at Reed Smith, in
Pittsburgh, Pennsylvania, relates, Dick retained ownership of all
patents and other intellectual property associated with the
Kendall Facility.  Dick agreed to provide LSP-Kendall with all
vendor drawings and data owned or controlled by Dick or its
subcontractors, throughout the term of the Kendall Contract, to
the extent necessary for the operation, maintenance, repair or
alteration of the Kendall Facility.

On information and belief, NRG transferred or caused LSP-Kendall
to transfer Dick's Property to LSP-Nelson and Nelson Turbines,
affiliates of NRG, for use in the design and construction of the
Nelson Generation Facility in Dixon, Illinois.  

In August 2002, Dick filed an action in the U.S. Circuit Court of
the Fifteenth Judicial Circuit, Lee County, Illinois, against
LSP-Nelson, SNC Lavalin Constructors, Inc., NRG Energy, Inc.,
Xcel Energy, Inc., and PCL Industrial Construction, Inc.  Dick
alleged that LSP-Nelson, SNC, NRG, Xcel, and PCL improperly took
and made use of Dick's Property, including engineering and design
drawings.  In the Dick Action, the property subject to Dick's
equitable lien is defined as the property owned in fee simple
title by LSP-Nelson, including all land and improvements.  

On September 18, 2002, LSP-Nelson, NRG, Xcel, SNC, and PCL
removed Dick's Action to the U.S. District Court for the Northern
District of Illinois.  

On September 29, 2003, the Illinois District Court remanded
Dick's Action back to the Lee County, Illinois State Court.  The
Illinois District Court determined that the suit lacked complete
diversity of citizenship, thus, there was no federal subject
matter jurisdiction under Section 1332 of the Judicial Procedures
Code.  Non-debtor defendants SNC, PCL and Xcel filed a motion to
dismiss Dick's complaint.

On September 30, 2002, Dick filed a Notice of Lis Pendens
pursuant to Section 5/2-1901 of the Illinois Code of Civil
Procedure.
                         Phillips' Action

On April 14, 2003, Phillips Getschow Co. filed a complaint in the
Circuit Court of the Fifteenth Judicial Circuit, Lee County,
Illinois, alleging six causes of action:

   Count I   - Mechanic's Lien Foreclosure
   Count II  - Mechanic's Lien Foreclosure
   Count III - Breach of Subcontract
   Count IV  - Breach of Subcontract
   Count V   - Payment Bond Claim
   Count VI  - Declaratory Judgment

The Phillips Action, like the Dick Action, also arises out of and
relates to the Nelson Project.  Dick, PCL and a number of its
subcontractors, and LSP-Nelson were named as defendants in the
Phillips Action.  Dick answered Phillips' Complaint but did not
counterclaim or crossclaim, as Dick already had instituted the
Dick Action regarding the same subject matter.

In July 2003, PCL asked the Court to lift the automatic stay in
order to proceed with the Phillips Action.  In October 2003, the
Court lifted the automatic stay as "to all parties in the
Illinois Litigation to permit the Illinois Court to continue the
Illinois Litigation for the purpose of determining the amounts
and priorities of liens and claims against the Debtor and its
property arising out of the Nelson Project and such related
matters as may properly arise in the Illinois Litigation [the
Phillips Action]."

Dick is a Party-Defendant to the Phillips Action.  Dick's
equitable lien and lis pendens represent a claim against Debtors
LSP-Nelson and the Nelson Project.  The Illinois Court in the
Phillips Action entered an order dated October 27, 2003 allowing
the parties to the Phillips Action to file their mechanic's lien
foreclosure actions.

                 Related Matters to the Dick Action

To the extent the Nelson Debtors have an ownership interest in
the Nelson Project, the equitable lien Dick asserted, if and when
allowed, will be a secured claim against the Nelson Project in
the amount of the Dick damages.  Based on an August 27, 2003
letter from NRG's Assistant General Counsel/Litigation Scott G.
Harris, Dick was told and therefore avers that the turbines
located at the Nelson Facility are property of Nelson Turbines.  
Other professionals of the Debtors maintain that the turbines are
owned by LSP-Nelson.  While Dick's Complaint did not initially
include Nelson Turbines as a defendant, based on the confusing
responses of the Debtors' professionals in connection with
ownership issues, Dick will seek to amend its complaint to
include Nelson Turbines.  

By this motion, Dick asks the Court to modify the automatic stay
to allow it to prosecute its claims against the Debtors arising
from the wrongful use of Dick's Property in connection with the
Nelson Project.

Dick also seeks the right to obtain recovery from any insurance
policies applicable to the Debtors and available to cover the
wrongful use of Dick's Property.  

The Debtors' schedules state that they have no equity in the
Nelson Project or its remaining assets.  Thus, Ms. Tonti points
out, litigation of Dick's claims arising from the Nelson Project
that relate to state law lien claims in the Illinois Court would
have no effect on the Nelson Debtors, which have no economic
interest and no reason to care which of the lien claimants are
ultimately found to have valid claims under Illinois law.  

Moreover, the Debtors' liability, if any, may be covered by
insurance and may be subject to contractual indemnifications owed
to the Debtors by third parties.  Any impact on NRG would be
minimal, since NRG does not have an ownership interest, other
than equity, in the Nelson Project.  Nevertheless, because Dick
asserts an identical claim against NRG as it does against the
Nelson Debtors, and because Dick's proof of claim filed against
NRG must be resolved, it would be economical to extend the
protection from the automatic stay to the NRG Estate.

By contrast, litigation of lien issues in the Bankruptcy Court
would create many inefficiencies for both the parties and the
courts, and represent a significant expenditure of Bankruptcy
Court resources on matters of no economic consequence to the
Debtors. (NRG Energy Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


OCUMED GROUP INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Ocumed Group Inc.
        119 Harrison Avenue
        Roseland, New Jersey 07068

Bankruptcy Case No.: 04-24136

Type of Business: The Debtor produces, packages and sells
                  ophthalmic and other products for
                  pharmaceutical marketplace.  The Company's
                  common stock trades on the over-the-counter
                  bulletin board system under the OCUM ticker
                  symbol.

Chapter 11 Petition Date: April 23, 2004

Court: District of New Jersey (Newark)

Debtor's Counsel: Seth D. Levine, Esq.
                  35 High Street
                  Newton, NJ 07860
                  Tel: 973-940-1616
                  Fax: 973-940-1213

Total Assets: $7,313,086

Total Debts:  $5,008,122

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Alfred R. Caggia              Director's loans          $650,000
71 Montvale Avenue
Montvale, NJ 07645

M. Taglish Bros, Inc.         Investment banking        $300,000
1370 Ave. of the Americas
New York, NY 10019

BKR International             Consulting                $185,608

Jason Togut Trust             Loan                      $100,000

SP Water Co.                  Joint venture loan        $100,000

Borough of Roseland           Municipal taxes            $65,000

Dr. L. Kaplan/Pharm. Qual.    Trade                      $28,000
Assocociates

Speed Packaging               Trade                      $21,275

National Health Care, Inc.    Trade                      $20,000

F. Heigerd                    Legal work                 $17,500

Robinson Burns, Esq.          Legal work                 $16,943

M. Kletter/Moldow Assoc.      Loan                       $15,500

Manatee County Utilities      Sewer                      $11,000

Eskimo Pie                    Trade                      $11,000

M. Kaplan                     Loan                        $5,000

Katie Crawford                Worker's compensation       $6,075
                              claim

Sobel & Co., LLC              Accounting                  $6,000

Ferrara & Speed               Legal work                  $5,821

T.C. Pluciennik, Esq.         Legal work                  $4,500

United Welding Co.            Trade                         $850


OMNE STAFFING: Section 341(a) Meeting Slated for May 12, 2004
-------------------------------------------------------------
The United States Trustee will convene a meeting of Omne Staffing,
Inc.'s creditors at 2:00 p.m., on May 12, 2004 in at the Office of
the U.S. Trustee, Raymond Blvd., One Newark Center, Suite 1401,
Newark, New Jersey 07102-5504. 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 Cranford, 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, it estimated
debts and assets of more than $10 million.


OXFORD HEALTH: S&P Removes Low-B Ratings from Credit Watch
----------------------------------------------------------
Standard & Poor's Ratings Services removed its 'BB+' counterparty
credit rating on Oxford Health Plans Inc. and its 'BBB+'
counterparty credit and financial strength ratings on Oxford
Health Plans (NY) Inc. from CreditWatch, where they were placed on
April 5, 2004. The outlook is positive.

"The removal of the ratings from CreditWatch is based on  
Wellchoice Inc.'s recent announcement that it had terminated talks
with Oxford regarding a potential acquisition," said Standard &
Poor's credit analyst Joseph Marinucci.

"The positive outlook reflects Oxford's strengthened capital
adequacy, sustained level of very strong profitability, and
enhanced holding-company liquidity," Mr. Marinucci added. "The
downsides for the company remain its geographic concentration and
relatively flat member growth."

Standard & Poor's originally placed the ratings on CreditWatch
with positive implications following a report that Wellchoice was
in talks to acquire Oxford. Standard & Poor's believed that Oxford
would have benefited from the contempleted merger due to the
stronger ratings on Wellchoice's lead subsidiary, Empire
Healthchoice Assurance Inc., and because the combined companies
would have had a strengthened business position in the New York
metropolitan health insurance marketplace.


PARMALAT GROUP: Campina Acquires 90% of Parmalat Thailand
---------------------------------------------------------
Through the acquisition of the dairy activities of Parmalat in
Thailand, Campina BV has taken its first steps in the Asian region
with regard to the production and sales of consumer products.  
This acquisition provides Campina with the opportunity to enter
the fast-growing dairy market in Thailand.  The acquisition
emphasizes the fact that the company is actively pursuing the
strategy it revealed last year to take advantage of opportunities
for growth in Asia.  Located in Bangkok, Parmalat Thailand is
currently active primarily in pasteurized and long-life milk.  
With approximately 175 employees, the company achieved a turnover
of several million euros in 2003.  The financial details of the
agreement will not be disclosed.

The acquisition of these Parmalat activities offers Campina the
opportunity to build up a local organization aimed at the
development of Campina activities in Thailand relatively quickly.  
It is true that dairy consumption in Thailand is low compared to
that of Western European countries; however, the consumption is
showing strong growth.  Thailand is one of the fastest growing
economies in the region.  Its modern retail sector is also
growing rapidly, at the expense of traditional shops.

With the acquisition, Campina is assured of professional local
management that is well acquainted with the local market and
culture.  Furthermore, the acquired company has a number of
innovative product concepts that are geared entirely to the local
market, and fit in well with the Campina brand.

Campina will acquire 90 per cent of the shares of Parmalat
Thailand.  The remaining 10 per cent was and will remain in the
hands off a local partner.

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)   


PHILADELPHIA GAS: S&P Lowers Ratings & Changes Outlook to Negative
------------------------------------------------------------------
Fitch Ratings downgrades to 'BBB-' from 'BBB+' its rating on
Philadelphia Gas Works' (PGW) approximately $371.6 million
outstanding gas works revenue bonds (1975 ordinance) and $594
million of outstanding gas works revenue bonds (senior 1998
ordinance). The rating on approximately $16.7 million of
outstanding subordinate 1998 ordinance bonds is lowered to 'BB+'
from 'BBB'. The Rating Outlook on all outstanding revenue bonds is
revised to Negative from Stable.

The rating actions primarily reflect PGW's sharply deteriorated
liquidity position and the limited ability of its owner, the city
of Philadelphia, to provide cash flow support beyond current
levels. PGW can not currently generate sufficient cash from
operations to meet all of its financial commitments, including
debt service, and has become heavily reliant on external sources
for liquidity. While the city appears committed to PGW's success,
as evidenced by a planned repayment date extension of its $45
million loan given in 2000 and a proposal to grant back its annual
$18 million payment from PGW in each of the next five years, the
city's ability to support the utility's cash flow is more limited
than in recent years given its own financial difficulties. Fitch
rates the city's general obligation bonds 'A-' with a Negative
Outlook. Philadelphia closed fiscal 2003 with an accumulated
general fund deficit of $8 million. For PGW, regaining a Stable
Outlook could be achieved by the successful implementation of
planned improvements to revenue collection procedures and/or a
strengthening of the city's weakened financial position.

A major contributor to PGW's current financial difficulties is a
dramatic rise in accounts receivable. Net receivables in fiscal
2003 totaled $93 million, a 39% increase over fiscal 2002. PGW
officials largely attribute the increase to pass-through of rising
commodity prices that make monthly bills unaffordable for a large
proportion of ratepayers. Required modifications to the billing
system related to implementation of the commonwealth's gas choice
law requiring PGW to unbundle the cost of gas and delivery also
contributed to collection delays. These modifications are
substantially complete.

PGW has implemented an aggressive program to collect outstanding
bills, including an unprecedented effort to shut off gas to
severely delinquent customers during the non-heating season. Under
current rules, the utility is prohibited from shutting off gas
during the winter months. Further, PGW has asked the state Public
Utility Commission (PUC) to approve a surcharge, equal to $80 per
year for the average customer, to offset cash flow problems
resulting from delinquent customers. The surcharge would only take
effect if collections dropped below the historical average of 92%
of billed charges. Adoption of the surcharge and other proposed
changes to shut off and payment plan rules would improve PGW's
collections, but required PUC approval is not expected until this
summer at the earliest.

Debt service coverage showed modest improvement in fiscal 2003
compared to very slim margins in the preceding five years.
Aggregate coverage, inclusive of all long-term debt, was 1.28
times (x) in 2003 and PGW was in compliance with all applicable
rate covenants under its 1975 and 1998 ordinances. Combined
coverage in fiscal 2004 is estimated to be 1.29x, assuming
successful implementation of the enhanced collections program.
Fitch notes that coverage using the ordinance methodology is based
on billed charges, or consumption, not on actual cash received.
Fitch calculates that cash generated from operations, reflecting
the sizable increase in receivables, provided slightly less than
1.0x coverage of all debt service obligations.

PGW expects to renew its $80 million letter-of-credit backed
commercial paper line over the next few weeks. Fitch believes that
the upcoming winter 2004 heating season will present critical cash
flow challenges to PGW and the successful engagement of external
sources of liquidity will be crucial to ongoing operations. The
utility expects to sell $125 million of revenue bonds later this
year to finance normal capital expenditures.


POLAROID: Distributes New Equity to Unsecured Creditors
-------------------------------------------------------
Primary PDC, Inc., formerly known as Polaroid Corporation,
announced that 5,267,401 shares of Common Stock and 62,696 shares
of Preferred Stock of Polaroid Holding Company are being
distributed to the holders of allowed unsecured claims against
Primary PDC in connection with its bankruptcy proceedings.

Polaroid Holding Company acquired substantially all of the assets
of Primary PDC on July 31, 2002. As consideration in the
acquisition, Primary PDC received cash and a minority interest in
the Common and Preferred Stock of Polaroid Holding Company.
Polaroid Holding Company is not affiliated with Primary PDC.

Mark Stickel, President of Primary PDC, indicated that the stock
distribution represented the initial distribution to unsecured
creditors of Primary PDC and that, depending on the resolution of
various disputed claims pending against Primary PDC and other
issues, unsecured creditors may receive additional shares of stock
of Polaroid Holding Company and/or cash in the future.

Stickel also stated that, while there is no current market for the
new Polaroid Holding Company stock, it is possible that a market
will develop and that the new Polaroid stock will trade publicly.


PHOENIX CHAPEL: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Phoenix Chapel AME Church
        Patricia Guy
        6011 Elmore
        Southaven, Mississippi 38671

Bankruptcy Case No.: 04-12305

Chapter 11 Petition Date: April 12, 2004

Court: Northern District of Mississippi (Aberdeen)

Judge: David W. Houston III

Debtor's Counsel: James D. Minor, Esq.
                  P.O. Box 1670
                  Oxford, MS 38655
                  Tel: 662-236-1043

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 5 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
North Mississippi Driveway    Pavement installation      $21,586

McDonald Outdoor Advertising  Bilboard add                $2,425

Lowes                         credit card purchase        $2,400
                              small items of
                              furniture and
                              equipment

Outback Steakhouse            Food services                 $815

Home Depot                    credit card purchase          $756
                              small items of
                              furniture and
                              equipment


POLYONE CORPORATION: Hosting Earnings Conference Call on April 30
-----------------------------------------------------------------
PolyOne Corporation (NYSE: POL) announces the following Webcast:

    What:     PolyOne Corporation Earnings Conference Call

    When:     Friday, April 30, 2004 at 9:00 a.m. Eastern

    Where:    www.polyone.com or
              http://www.firstcallevents.com/service/ajwz405306234gf12.html

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

    Contact:  Dennis A. Cocco
              Vice President, Investor Relations & Communications

                      About PolyOne

PolyOne Corporation (Fitch, B Senior Unsecured Debt and BB- Senior
Secured Debt Ratings, Negative), with revenues approximating $2.5
billion, is an international polymer services company with
operations in thermoplastic compounds, specialty resins, specialty
polymer formulations, engineered films, color and additive
systems, elastomer compounding and thermoplastic resin
distribution. Headquartered in Cleveland, Ohio, PolyOne has
employees at manufacturing sites in North America, Europe, Asia
and Australia, and joint ventures in North America, South America,
Europe, Asia and Australia. Information on the Company's products
and services can be found at http://www.polyone.com/


PROGRESSIVE PROCESSING: U.S. Trustee Names Creditors' Committee
---------------------------------------------------------------
The United States Trustee for Region 9 appointed five creditors to
serve on an Official Committee of Unsecured Creditors in
Progressive Processing, Inc.'s Chapter 11 case:

      1. Estate of Calvin J. Richardson
         c/o Thomas J. Smith (Executor)
         McCray, Muzilla, Smith, Meyers Co. LPA
         260 Burns Road
         Suite 150
         Elyria, Ohio 44035
         (440) 366-1910 Phone
         (440) 366-9930 Fax

      2. Estate of James B. Lawson
         c/o Barbara H. Filarski (Executor)
         5231 Philip Street
         Maple Heights, Ohio 44137
         (216) 287-1071 Phone
         (216) 921-2271 Fax
         
      3. United Steelworkers Of America, AFL-CIO CLC (USWA)
         c/o Patrick Gallagher
         2511 Miles Road, Suite H
         Warrensville Heights, Ohio 44128
         (216) 292-5683 Phone
         (216) 292-5720 Fax

      4. Edward J. Lewis
         c/o Oxford Development Company
         One Oxford Centre
         Suite 4500
         Pittsburgh, Pennsylvania 15219
         (412) 261-1500 or (412) 395-3425 Phone
         (412) 642-7543 Fax
      
      5. Robert J. Odle
         1410 Monongahelo Blvd.
         White Oak, Pennsylvania 15131
         (412) 678-2210 Phone
   
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 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.


SOLUTIA INC: Asks for Authority to Take Actions for Foreign Units
-----------------------------------------------------------------
Solutia Europe SA/NV is a non-debtor foreign subsidiary under the
laws of Belgium.  Solutia Europe is 0.0049% owned by Solutia,
Inc., 89.89% by Monchem International, Inc., 0.103% by Solutia
International Holding, LLC, and 10% owned by itself.  Although
Solutia Europe and the Debtors are separate legal entities,
Solutia Europe's production and business operations are deeply
integrated with those of the Debtors.  The integrated operations
allow the Solutia Group to seamlessly operate and to experience
economies of scale, including stronger purchasing power and the
ability to sell each other raw materials.

M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher, LLP, in
New York, tells the Court that Solutia Europe plays an integral
and crucial role in the Solutia Group's performance products
divisions in the Europe and Africa regions and around the world.  
Solutia Europe's two production facilities in Belgium are
critical to meeting Solutia Group's worldwide production needs.  
Without Solutia Europe, the Solutia Group would be unable to meet
customer demands for PVB sheet, which could significantly damage
the Debtors' profitable performance products division.  Moreover,
Solutia Europe operates a research and development facility and
extends the Solutia Group's distribution of various products
throughout the world through its branch offices in Greece and
Finland and its representative office in Russia.

Solutia Services International SCA/Comm. VA is another non-debtor
foreign affiliate in the Solutia Group.  Solutia Services is
organized in Brussels, Belgium and is 99.99% owned by Solutia
Europe and less than 0.0001% owned by Solutia, Inc.  Solutia
Services acts as a service coordination center that provides
overhead support functions for the Solutia Group's European
operations.  Solutia Services also operates a "netting center" on
behalf of the Solutia Group to handle intercompany transactions
and transfers of products and services.

                         Capital Decrease

Ms. Labovitz notes that in late 2003, in a Solutia Services tax
audit, the Belgian taxing authorities challenged a tax structure
that had been implemented in 2000 concerning a $216,938,032
intercompany loan.  The tax structure had allowed Solutia
Services to book income from the receipt of interest on that loan
paid by Solutia Europe in a tax-efficient manner, and it had
allowed Solutia Europe to deduct the interest that it paid on the
loan.  After the audit, the taxing authorities stated that they
intend to disallow the full interest deduction that Solutia
Europe booked in connection with the loan, which would have
resulted in an additional tax liability of $14,559,600 for
Solutia Europe.  Although Solutia Europe could have challenged
the tax assessment in fiscal court proceedings in Belgium, a
proceeding could take up to 10 years to be fully resolved.  
Solutia Europe and Solutia Services found it preferable to reach
a consensual settlement with the Belgian taxing authorities.

After negotiation, the taxing authorities agreed not to challenge
Solutia Europe's interest deduction if Solutia Europe and Solutia
Services would annul the loan pursuant to an agreed mechanism of
a $231,733,680 capital decrease of Solutia Services.  Under the
Capital Decrease, Solutia Services would be required to pay the
decrease amount to its shareholders and would therefore pay
$231,733,450 to Solutia Europe and $230 to Solutia, Inc.  After
effecting the Capital Decrease, Solutia Services' capital would
be decreased from $307,581,248 to $75,847,592 and it would have
an additional tax burden of $1,456,000.

Under Solutia Services' bylaws, the Capital Decree must be
approved by an affirmative vote of both of its shareholders --
Solutia, Inc., and Solutia Europe.  Solutia Services and Solutia
Europe were able to negotiate with the authorities to work
towards unwinding the loan by February 2004.  As a result, on
February 16, 2004, Solutia Europe decided to effect the Capital
Decrease subject to Solutia, Inc.'s approval.

Solutia Services published its decision to undertake the Capital
Decrease on March 9, 2004 in the Belgian State Gazette.  Solutia
Services' creditors have two months from the publication date to
object to the Capital Decrease.  Assuming that there are no
creditor objections, Solutia Services intends to convene a
special shareholders' meeting as soon as possible after May 10,
2004, in which both Solutia Europe and Solutia, Inc.,
participate, to confirm the effectuation of the Capital Decrease.

               Conversion of Solutia Europe's Bonds

Upon the closing of its 2003 annual accounts, Solutia Europe was
facing a negative equity situation that arose mainly due to two
significant write-offs that it was required to reflect in its
2003 accounts:

   (a) Solutia Europe performed a partial write-off with respect
       to certain unsecured intercompany receivables and loans
       due from certain Debtors, based on the possibility that it
       may not receive full payment on these intercompany
       obligations; and

   (b) Solutia Europe decided to reflect a substantial
       depreciation of its Swiss investments, related its wholly
       owned Swiss subsidiaries, Ameis AG and Carbogen AG.

Ms. Labovitz explains that Belgian corporate law provides an
"alarm bell" procedure in situations where a company's net assets
drop below certain equity thresholds, which is designed to
protect the company's creditors.  Article 633 of the Belgian
Company Code states that if a company's net assets drop below
certain thresholds, the board of the company is required to call
an extraordinary meeting of shareholders at which the
shareholders would consider possible restructuring measures to
approve the financial situation and would vote on whether to
continue the business or to liquidate it.

Given Solutia Europe's current equity position, to comply with
Article 633, its board is in the process of calling an
extraordinary shareholders' meeting to take place as soon as
possible.  As shareholders of Solutia Europe, Solutia, Inc.,
Monchem International, Inc., and Solutia International Holding,
LLC, will need to vote on whether to preserve Solutia Europe's
corporate existence and on any proposals regarding restructuring
alternatives.

At the extraordinary meeting, the Debtors understand that Solutia
Europe's board intends to:

   -- recommend that Solutia Europe's existence should be
      preserved; and

   -- propose certain measures that would improve its net asset
      position above the threshold.  

The board will recommend that a $14,888,075 subordinated
convertible bond held by Monchem and a $133,992,688 subordinated
convertible bond held by Solutia Investments, LLC, both issued by
Solutia Europe in 1999, be converted to equity.  Considering the
restrictions under the Debtors' DIP facility and under the terms
and conditions of Solutia Europe's senior secured Eur200,000,000
10% notes due 2008, there are no alternative measures currently
available to improve Solutia Europe's net asset position other
that the bond conversion.

Assuming that its shareholders approve the proposal, Solutia
Europe will convene a second shareholders' meeting to seek
bondholder approval of the conversion.  To effectuate the
conversion, Monchem and Solutia Investments must agree to amend
the Convertible Bonds to allow for an early conversion and agree
to vote for the conversion of the bonds into new shares of stock
in Solution Europe.  The shareholders would then approve the
capital increase, the accompanying issuance of new shares and the
amendment of Solutia Europe's bylaws to reflect the transaction.

Failure of the shareholders to vote in favor of the conversion,
or failure on the part of Monchem and Solutia Investments to
agree to the conversion, will threaten Solutia Europe's corporate
existence, Ms. Labovitz says.  As long as Solutia Europe's net
asset position remains below the threshold, any interested party
could seek a court order to begin Belgian insolvency proceedings
and liquidate Solutia Europe.  An insolvency proceeding would
result in a fire sale because Belgian law does not provide any
mechanism for a controlled distressed asset sale and because the
ability to convert a court liquidation to any restructuring
proceeding is extremely limited.  The business operations of the
Solutia Group would not be able to operate as profitably and
effectively if Solutia Europe is sold or liquidated.

                   Annual Shareholder Meetings

The bylaws of both Solutia Europe and Solutia Services require
them to hold annual general meetings of their shareholders to
take place on the third Wednesday of May, which will be May 19th
of this year.  The agendas for the annual general meetings
typically consist of ordinary-course and non-controversial
corporate actions, like the approval of the audited accounts of
the previous financial year, which are required to be filed each
year with the Belgian National Bank and items like nomination,
renomination and election of directors and independent directors
and a discharge of the directors for the previous year.  In
addition to those items, this year Solutia Europe will propose to
amend its bylaws to reflect that it is a "public" company, as
required by Belgian law, and to allow for more procedural
flexibility with respect to its shareholder and board meetings.

By this motion, Solutia, Inc., Monchem, Solutia Holding and
Solutia Investments ask the Court to authorize them to take these
actions in relation to their foreign non-debtor subsidiaries:

   (a) Solutia, Inc., will vote its shares in Solutia Services in
       favor of the Capital Decrease;

   (b) Solutia, Inc., Monchem and Solutia Holding will vote their
       shares of Solutia Europe in favor of maintaining the
       corporate existence of Solutia Europe and in favor of
       converting the Convertible Bonds; and

   (c) Monchem and Solutia Investment will vote as bondholders
       in favor of the modification and conversion of the
       Convertible Bonds.

Pursuant to Section 363 of the Bankruptcy Code, Ms. Labovitz
argues that the request should be granted because:

   (1) certain of the shareholder actions are ordinary course
       of business;

   (2) the contemplated actions have a more direct impact on the
       Debtors' estates and may go beyond the reasonable
       expectations of interested parties;

   (3) the contemplated actions preserve value for all
       constituencies, including the Debtors, irrespective of
       whether they hold unsecured claims or equity; and

   (4) the conversion to equity does not significantly harm the
       existing shareholders since the only harm to their
       interest under the proposed transaction is dilution of
       their equity stake, and they would be in a much worse
       position in a liquidation.

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)


STATE LINE DRYWALL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: State Line Drywall, Inc.
        Attn: Debra Roy
        74 Lakeview Drive
        Nottingham, New Hampshire 03290

Bankruptcy Case No.: 04-11348

Chapter 11 Petition Date: April 12, 2004

Court: District of New Hampshire (Manchester)

Judge: Mark W. Vaughn

Debtor's Counsel: Gregory A. Moffett, Esq.
                  McCaffrey & Moffett PLLC
                  13 Chenell Drive Suite 2
                  Concord, NH 03301
                  Tel: 603-223-9800
                  Fax: 603-223-9801

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
------                        ---------------       ------------
Lee Kennedy Co., Inc.         Alleged breach of       $1,800,000
1792 Dorchester Avenue        construction contract
Boston, MA 02124

Trowell Trades Supply, Inc.   Building materials        $407,337
Fort Ethan Allen              and supplies
71 Troy Avenue
Colchester, VT 05446-3136

Allen Interiors, Inc.         Loan/payment for          $173,812
                              materials

AIG                           Worker's Compensation     $166,959
                              insurance

Robert N. Karpp, Inc.         Job materials             $165,197

Northern NE Carpenter's       Alleged underpayment      $118,498
Benefit Funds                 of union fees and
                              benefits

HILTI                         supplies                  $102,462

Kamco                         Job materials              $78,242

Marjam Supply                 Job materials              $76,397

U.S. Dept. of Labor                                      $75,000

Wallboard Supply Co.          Job materials              $42,173

Ecophon Certain Teed, Inc.    Job materials for          $41,121
                              Storrs library
                              Project

Milgo/Bufkin                  Job materials for          $32,933
                              Storrs library
                              Project

NES Rentals                   lift rentals               $32,145

Reliable Truss Co., Inc.      Job materials -            $30,435
                              Beverly, Mass.

Allied Building Products      materials and              $27,230
                              supplies

Plastrgias                    Job materials - Lee        $26,414
                              Kennedy

F.D. Sterritt Lumber Co.      Job materials for          $22,830
                              Shaws, Beverly, Mass.

Merchants Mutual Insurance    Vehicle Insurance          $15,581
Co.                           premiums

Star Sales                    Supplies                   $13,738


STELCO: Steelworkers Call on Rights under Labour Relations Act
--------------------------------------------------------------
National and local leaders of the United Steelworkers, who are
attending a national policy conference in Vancouver, say they
intend to maintain their rights under the Ontario Labour Relations
Act and remind Stelco Inc. that the contractual relationship
between the company and the union must be the framework for any
discussions.

The union leaders were reacting to Thursday's speech by Stelco CEO
Courtney Pratt, which coincided with the company's factum filed
with the Ontario Court of Appeal.

In his speech to the Empire Club of Canada, Pratt said "no one is
looking to devastate employment incomes or retiree pensions".
Meanwhile, the factum cites pension costs as the motivating factor
behind Stelco's bid for bankruptcy protection.

The union and its members refuse to be treated as a cost of
production and believe that its rights under the Labour Relations
Act to be treated as equals in the contractual relationship must
be upheld by the company in order to lead to a positive outcome.


TECNET: U.S. Trustee Schedules Section 341(a) Meeting for May 18
----------------------------------------------------------------
The United States Trustee will convene a meeting of TECNET, Inc.'s
creditors at 2:00 p.m., on May 18, 2004 in Room 976 at the Office
of the U.S. Trustee, 1100 Commerce Street, Room 976, Dallas, Texas
75242. 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 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.



TEXAS PETROCHEMICALS: S.D. Texas Bankruptcy Court Confirms Plan
---------------------------------------------------------------
Texas Petrochemicals LP announced that the U.S. Bankruptcy Court
for the Southern District of Texas - Houston Division confirmed
(i.e., approved) the Company's Chapter 11 Plan of Reorganization.
The confirmation positions TPC for a likely exit from bankruptcy
in early May. TPC received overwhelming support for the Plan from
its secured and unsecured creditors, with 100% of the ballots
validly cast voting to approve the Plan.

As previously announced, the Plan contemplates an exit financing
package consisting of the sale of $20 million of common stock in
TPC's new general partner, and the sale of $60 million of TPC's
new 7.25% Convertible Secured Notes maturing in 2009, to
Castlerigg Master Investments, Ltd., an affiliate of Sandell Asset
Management Corp., and RCG Carpathia Master Fund, Ltd., an
affiliate of Ramius Capital Group, LLC. Pursuant to the provisions
of the Plan, unsecured creditors had the right to participate in
rights offerings for up to 50% of the equity and note investments
by Sandell and Ramius. The Plan also contemplates a new $50
million revolving credit facility for TPC provided by LaSalle
Business Credit, LLC and Congress Financial Corporation.

The Plan provides that the holders of allowed unsecured claims
against TPC will receive for those claims common stock of the new
general partner of TPC representing approximately 78.6% of its
outstanding common stock (after the $20 million new equity
investment but prior to any conversion of the Convertible Secured
Notes).

Over the next two weeks, the Company will be finalizing the
results of the rights offerings, and satisfying the conditions to
closing on the exit financings, at which time the Plan will become
effective and the Company will emerge from bankruptcy.

The Company is a producer of quality C4 chemical products widely
used as chemical building blocks for synthetic rubber, nylon
carpets, adhesives, catalysts and additives used in high-
performance polymers. The Company has manufacturing facilities in
the industrial corridor adjacent to the Houston Ship Channel and
operates product terminals in Baytown, Texas and Lake Charles,
Louisiana. For more information about the Company's products and
services, visit the Company online at http://www.txpetrochem.com/


TEXAS PETROCHEM: Will Issue $60MM Senior Notes Pursuant to Plan
---------------------------------------------------------------
Texas Petrochemicals LP is a limited partnership. Texas
Petrochemicals Inc. (New GP) is a corporation. Texas
Petrochemicals LLC (New LP) is a limited liability company. Texas
Olefins Domestic International Sales Corporation is a corporation
(the Guarantors).

The Company is organized under the Texas Revised Limited
Partnership Act. New GP is organized under the General Corporation
Law of the State of Delaware. New LP is organized under the
Delaware Limited Liability Company Act. Olefins is organized under
the Texas Business Corporation Act.

The Company will issue, pursuant to the terms of its Plan of
Reorganization (as amended or supplemented,) under Title 11 of the
United States Code, $60,000,000 aggregate principal amount of 7-
1/4% Senior Secured Convertible Notes due 2009 on the later of the
Effective Date and the date of the qualification of the Indenture
pursuant to the Application for Qualification filed with the SEC.
The Notes will be issued pursuant to an Indenture between the
Company and a Trustee. The obligations of the Company under the
Indenture will be guaranteed by the Guarantors.

The Company has entered into an Investment Agreement, dated as of
February 28, 2004, with Castlerigg Master Investments, Ltd. and
RCG Carpathia Master Fund, Ltd. providing that the New Equity
Investor will purchase from the Company on the Effective Date
$30,000,000 aggregate principal amount of Notes. Subject to
certain limitations set forth in the Plan, each Record Date Holder
of an Eligible Allowed Unsecured Claim shall have a right to
subscribe for and purchase from the Company up to its Pro Rata
Share of an additional $30,000,000 aggregate principal amount of
Notes on the terms and subject to the conditions set forth in the
Plan. The New Equity Investors will purchase from the Company on
the Effective Date the entire portion of the $30,000,000 principal
amount of Notes offered pursuant to the Rights Offering that is
not purchased by holders of Eligible Allowed Unsecured Claims in
accordance with the terms of the Rights Offering.

The Company believes that the issuance of Notes to holders of
Eligible Allowed Unsecured Claims against the Company that elect
to participate in the Rights Offering will be exempt from the
registration requirements of the Securities Act of 1933, as
amended, pursuant to Section 1145(a)(1) of the Bankruptcy Code.
Generally, Section 1145(a)(1) of the Bankruptcy Code exempts the
offer and sale of securities from the registration requirements of
the Securities Act and equivalent state securities and "blue sky"
laws if the following conditions are satisfied: (i) the securities
are issued by a debtor, an affiliate participating in a joint plan
of reorganization with the debtor, or a successor of the debtor
under a plan of reorganization, (ii) the recipients of the
securities hold a claim against, an interest in, or a claim for an
administrative expense against, the debtor, and (iii) the
securities are issued entirely in exchange for the recipient's
claim against or interest in the debtor, or are issued principally
in such exchange and partly for cash or property. The Company
believes that the issuance of the Notes to holders of Eligible
Allowed Unsecured Claims against the Company that elect to
participate in the Rights Offering for the Notes will satisfy the
aforementioned requirements.

The Company believes that the issuance of Notes to the New Equity
Investors will be exempt from the registration requirements of the
Securities Act pursuant to Rule 506 of Regulation D of the
Securities Act.


UNITED AIRLINES: Retiree Committee Wants to Retain FTI Consulting
-----------------------------------------------------------------
Pursuant to Sections 1103(a) and 1114(b)(2) of the Bankruptcy
Code, the Retired Salaried & Management Employees' Committee of
UAL Corporation, seeks the Court's permission to retain FTI
Consulting as its financial advisors.  

Jeff Marwil, Esq., at Jenner & Block, informs the Court that FTI
is a multi-disciplined consulting firm with practices in the
areas of bankruptcy and financial restructuring.  FTI has
participated in numerous bankruptcy cases, namely US Airways,
Adelphia Communications and WorldCom.  

As financial advisors, FTI will:

  1) advise and assist the Committee in its examination and
     analysis of proposed retiree benefit modifications;

  2) assist the Committee in reviewing the Debtors' support of
     proposed modifications, including historical financial
     information, financial projections, underlying assumptions,
     retiree-related proposed modifications for each class,
     retiree plan assumptions and other relevant information;

  3) meet with the Debtors, their advisors and counsel on
     proposed modifications, underlying assumptions and support
     information;

  4) provide expert testimony on related matters; and

  5) provide other general business consulting as the Committee
     deems appropriate and non-duplicative.

FTI will seek reimbursement for all reasonable expenses incurred
in connection with these proceedings.  FTI will be paid on an
hourly basis at these rates:

  Senior Managing Directors            $525 - 625
  Managing Directors & Directors        370 - 525
  Associates & Consultants              175 - 345
  Administrative Personnel               75 - 150

Robert S. Paul, Senior Managing Director of FTI's Business
Recovery Services, relates that based on their conflict search,
no person at FTI has any connection with the Debtors, its
creditors or any parties-in-interest.  Accordingly, FTI is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.  However, employees and managers of FTI
may have in the past, may currently or in the future will
represent parties-in-interest in United's case, in connection
with unrelated matters.  FTI continues to search its electronic
databases for relationships that are significant.
  
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. 44; Bankruptcy Creditors' Service,
Inc., 215/945-7000)   


VALVO'S CONVENIENCE: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Valvo's Convenience & Gas, Inc.
        P.O. Box 271
        Silver Creek, New York 14136

Bankruptcy Case No.: 04-12859

Type of Business: Retailer.

Chapter 11 Petition Date: April 21, 2004

Court: Western District of New York (Buffalo)

Judge: Carl L. Bucki

Debtor's Counsel: Paul A. Chiaravalloti, Esq.
                  Siegel, Kelleher & Kahn
                  22 Evans Street
                  Williamsville, NY 14221
                  Tel: 716-631-3600

Total Assets: $620,350

Total Debts:  $1,231,482

Debtor's 17 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Laura L. Robinson             Mortgage                  $489,690
P.O. Box 9299
Masaryktown, FL 34609

United Refining Company       Mortgage                  $400,710
15 Bradley St.
P.O. Box 780
Warren, PA 16365

Chautauqua County             Property Tax Arrears      $229,249

Portfolio Financial           Trade Debt                 $45,184

Diebold Credit Corp.          Trade Debt                 $18,176

NYS Dept. of Taxation and     Tax Arrears                $15,500
Finance

Western Union Integrated      Trade Debt                  $7,814
Payment Systems

NYSEG                         Electric Bill               $6,631

Internal Revenue Service      Tax Arrears                 $6,500

American Express              Trade                       $6,333

Johnson, Machowiak & Moore    Trade debt                  $2,967

Blue Rhino Co.                Trade debt                    $677

Verizon                       Trade debt                    $468

Builders Square               Trade debt                    $463

Chautauqua County Weights     Trade debt                    $435
& Measures

Keene & Associates            Trade debt                    $385

Disanto Jet Gas               Trade                         $300


VANGUARD HEALTH: Q3 2004 Conference Call Webcast is on May 11
-------------------------------------------------------------
In conjunction with Vanguard Health Systems, Inc.'s Third Quarter
2004 earnings press release, you are invited to listen to its
conference call that will be broadcast live over the Internet on
May 11, 2004 at 11:00am Eastern time with senior management of
Vanguard discussing the operating results.

    WHAT:    Vanguard Health Systems, Inc.'s
             2004 Third Quarter Earnings
             Conference Call on the Web

    WHEN:    Tuesday, May 11, 2004 at 11:00am Eastern time

    WHERE:   http://www.vanguardhealth.comor
             http://www.firstcallevents.com/service/ajwz404354168gf12.html

    HOW:     Live over the Internet -- Simply log on to the web at
             one of the addresses above.  If you connect through       
             http://www.vanguardhealth.com/select "Third Quarter  
             Webcast" from the home page.

    CONTACT: Aaron Broad, Investor Relations, at (615) 665-6131 or
             abroad@vanguardhealth.com

Vanguard Health Systems, Inc. will release its 2004 third quarter
operating results on Monday, May 10, 2004, after 4:00 pm Eastern
Time. The Company's earnings press release will be posted under
the "Latest News" link on the Investor Relations page of the
Company's web site http://www.vanguardhealth.com/

If you are unable to participate during the live Webcast, the call
will be archived on the company's Web site. To access the replay,
click on the Second Quarter Webcast on our home page or on the
"Latest News" link on the Investor Relations page of our Web site.

Vanguard Health Systems, located in Nashville, TN, through its
subsidiaries, owns and operates sixteen acute care hospitals and
numerous related health care services in four metropolitan areas:
Phoenix, Ariz.; Orange County (greater Los Angeles), Calif.;
Chicago, Ill.; and San Antonio, Texas.

                        *   *   *

As reported in the Troubled Company Reporter's April 19, 2004
edition, Standard & Poor's Ratings Services said that it raised
its corporate credit rating on hospital operator Vanguard Health
Systems Inc. to 'B+' from 'B' and its subordinated debt rating to
'B-' from 'CCC+'. At the same time, Standard & Poor's assigned its
'B+' rating and its recovery rating of '3' to Vanguard's proposed
new senior secured bank credit facility. The facility is rated the
same as the company's corporate credit rating; this and the '3'
recovery rating mean that lenders are unlikely to realize full
recovery of principal in the event of a bankruptcy, though
meaningful recovery is likely (50% to 80%).

When the transaction is complete, the 'B+' rating on the existing
secured credit facility will be withdrawn. The ratings outlook is
stable. Total debt outstanding as of Dec. 31, 2003, was $493
million.

"The higher ratings are based on Standard & Poor's increased
confidence that Vanguard can sustain its improving operating
performance and key credit measures, such as return on capital and
leverage, following its favorable progress in important markets,"
said Standard & Poor's credit analyst David Peknay. "The company's
recent operating performance indicates that the January 2003
acquisition of Baptist Health System in San Antonio is progressing
favorably. Moreover, the possibility of further improvement in the
company's San Antonio markets and in its two Phoenix hospitals
could add additional insulation against third-party reimbursement
risks."

Although the company remains relatively aggressive and other
acquisitions are anticipated, Standard & Poor's now expects
Vanguard to operate in such a manner that its credit protection
measures will not deteriorate from current levels.

The low-speculative-grade ratings on Nashville, Tennessee-based
Vanguard Health Systems Inc. reflect a portfolio of hospitals that
is only modestly diversified and which was built during the past
few years primarily through the company's risky strategy of buying
turnaround situations. The portfolio is also highly leveraged. The
competitive nature of Vanguard's markets and chronic reimbursement
risk are other critical risk factors influencing the rating. With
the completion in early 2003 of the Baptist Health System purchase
for $306 million plus working capital, Vanguard now owns and
operates 16 acute-care hospitals in Illinois, Arizona, California,
and Texas. Nearly all of these hospitals were acquired from
not-for-profit entities.


WEIRTON: FW Holdings Asserts Property Rights Against MABCO Steam
----------------------------------------------------------------
Mark E. Freedlander, Esq., at McGuireWoods, in Pittsburgh,
Pennsylvania, relates that on October 26, 2001, Weirton Steel
Corporation, FW Holdings and MABCO Steam Company, LLC, entered
into a series of transactions designed to secure the repayment of
the value of various trade concessions and other consideration
granted by MABCO's members to or for Weirton's benefit over time,
plus interest.

                      The MABCO Transaction

MABCO was formed on October 12, 2001 and was organized for the
limited purpose of entering into the MABCO Transaction.  MABCO's
initial members were all trade creditors of Weirton.

Prior to October 26, 2001, Weirton was unable to satisfy its
trade debt owed to members of MABCO in the ordinary course and
desired additional capital necessary for operations.  Weirton
obtained a new revolving credit facility with Fleet Capital
Corporation, individually and as agent for other syndicated
lenders, which was contingent on Weirton obtaining concessions
from trade creditors.

The MABCO members acquired their interests in MABCO based on the
value of purchase credits, improvements in trade terms, debt
cancellation, cash advances or other trade concessions accorded
Weirton.  The aggregate value of the Weirton Concessions was
$24,210,548.

In exchange for the Weirton Concessions, Weirton agreed to
transfer title to certain assets to FW Holdings -- in
consideration for which, Weirton received 100% of the capital
stock of FW Holdings.  In turn, FW Holdings agreed immediately to
transfer title of the Property to MABCO, which, in turn,
contemporaneously agreed to lease back the Property to FW
Holdings under the Agreement.

Mr. Freedlander notes that the Agreement was structured to insure
that MABCO would be repaid the value of the Weirton Concessions,
plus interest, with the Property serving as collateral for the
disguised loan.

                       The Purchase Agreement

After Weirton transferred the Property to FW Holdings, FW
Holdings and MABCO entered into a purchase agreement, where FW
Holdings would convey, and MABCO would acquire FW Holdings' title
to and interests in;

   (a) the steam generation plant commonly known as the Foster
       Wheeler Steam Generation Plant, including a parcel of land
       consisting of 2.8 acres situated in the District of Butler
       County of Hancock, City of Weirton, State of West Virginia
       on which the Facility is located and certain machinery,
       equipment and other personal property;

   (b) the Energy Assets; and

   (c) those easements described within an Easement Agreement.  

Weirton guaranteed FW Holdings' obligations under the Purchase
Agreement.

                             The Note

In consideration for the Property, and in accordance with the
Purchase Agreement, MABCO agreed to pay FW Holdings $30,000,000,
the then estimated value of the Weirton Concessions, in the form
of:

   (a) $0 cash, and

   (b) a purchase money note for the balance.

Pursuant to the Note, MABCO was obligated to prepay the Note in
full on:

   (a) a purchase of the Property pursuant to a Put Event; or

   (b) the acceleration of any payment of the then unpaid balance
       of the Termination Value under the Loan Agreement.

Pursuant to the Note, MABCO had the option of prepaying the Note
at any time without penalty.

The Weirton Concessions was credited against the Note.  Thus, as
of December 31, 2002, the balance payable under the Note was
$5,789,452.

                        The Lease Agreement

After the transfer of the Property from FW Holdings to MABCO,
MABCO agreed to lease the Property to FW Holdings under a lease
agreement.  Under the Agreement, no rent was payable for the
period from October 26, 2001 through December 31, 2002, but
interest was accrued on the unpaid principal rent balance at the
rate of 12% per annum during this period, which was then added to
the unpaid principal rent balance on December 31, 2002.

Under the Agreement, FW Holdings is required to pay rent "until
the Lease Balance equals zero."  Lease Balance is defined as:

   "[A]s of the date of any determination, $30,000,000.00, plus
   all Accrued Rent, less Amortization, all Energy Co-Payments
   and Prepayments paid by Lessee through the date of
   determination."

Under the Agreement, rent is defined as Basic Rent and consists
of three components:

   * the Basic Rent Amortization Payment
   * Prepayments
   * Energy CoPayments

The Basic Rent Amortization Payment is the primary component of
Basic Rent.  It is defined in pertinent part as "an amount
calculated on a straight line amortization basis derived by
taking the Lease Balance, amortized over the then remaining years
of the Base Term at an interest rate equal to the Investor Rate,
with level annual payments made on a quarterly basis."  The Basic
Rent Amortization Component was structured to permit MABCO to
recoup the value of the Weirton Concessions, plus interest after
netting out the Note payments.  

Because the value of the Weirton Concessions were $5,789,452 less
than anticipated and, therefore, $5,789,452 less than the face
value of the Note plus interest -- the Shortfall -- MABCO would
have been obligated to pay FW Holdings the Shortfall in
accordance with the Note.  To address the Shortfall, the parties'
agreed in a side letter to reduce FW Holdings' quarterly rent
obligations by amortizing the Shortfall over the term of the
Lease and thereby reduced FW Holdings' rent obligations by
approximately $250,000 per quarter.

FW Holdings assumed all the risks of ownership of the Property
under the MABCO Transaction documents.  Mr. Freedlander asserts
that the Agreement was a "net lease" and FW Holdings assumed full
responsibility for payment of maintenance costs, operating costs
of MABCO in connection with the Property, insurance, and taxes.

FW Holdings also completely assumed the risk of loss to the
Property.  In the event of a total loss of the Facility, FW
Holdings was obligated to terminate the Agreement and purchase
the Property from MABCO for a sum equal to the outstanding Lease
Balance, plus any other amounts assumed by FW Holdings in the
form of Supplemental Rent, less the value of any liens
attributable to MABCO.

At any time during the term of the Agreement, FW Holdings had the
option of purchasing the Property for the then outstanding Lease
Balance and Supplemental Rent, if any, owed under the Agreement.
Upon expiration of the Agreement, FW Holdings was absolutely
obligated to purchase the Property for the balance of the Lease
Balance, plus $10.

Under the Agreement, if Weirton achieved certain financial
benchmarks, MABCO had the right to exercise a put option and
compel FW Holding to repurchase the Property by paying the
outstanding Lease Balance and Supplemental Rent.

Weirton executed a guaranty agreement in favor of MABCO as a
condition of the Lease.  Pursuant to the Guaranty, Weirton
guaranteed FW Holdings' obligations under the Agreement.

Mr. Freedlander tells the Court that Weirton accounted for the
Agreement on its Form 10-K for the fiscal year ended December 31,
2001 and other SEC filings as a financing transaction consistent
with the requirements of GAAP.

             MABCO Transaction Operational Agreements

Prior to the MABCO Transaction, Weirton operated the Property and
enjoyed a continuous supply of steam necessary for its mill
operations and supplemental electricity generation.  After the
MABCO Transaction, Weirton effectively continued to operate the
Property and enjoy a continuous supply of steam necessary for its
mill operations and supplemental electricity generation through a
series of agreements executed contemporaneously with the other
MABCO Transaction agreements, including the Agreement.

Contemporaneous with the execution of the Agreement, Weirton and
FW Holdings entered into a supply agreement, pursuant to which FW
Holdings agreed to supply Weirton with all steam and certain
electricity necessary for the operation of Weirton's steel making
facility in Weirton, West Virginia.  

Under the Steam Supply Agreement, Weirton agreed to pay, as a
credit against fees owed by Weirton in consideration for steam
and certain electricity generated under the Steam Supply
Agreement, the amounts due and payable by FW Holdings to MABCO
under the Agreement as they became due, since FW Holdings then
had, and now has, no other means of income to satisfy its
obligations under the Agreement.

Because the Property was integrated into Weirton's mill
operations, Weirton and MABCO entered into a supply agreement,
pursuant to which Weirton agreed to supply MABCO with influents
sufficient to operate the Facility and, therefore, provide
Weirton with a continuous supply of steam and certain electric in
accordance with the Steam Supply Agreement.  However, due to the
fact that MABCO was never intended to operate the Property, MABCO
immediately assigned the Influents Supply Agreement to FW
Holdings pursuant to the Assignment and Release of Supply
Agreement.  

FW Holdings also did not have any employees and, therefore,
Weirton and FW Holdings entered into a Labor Supply Agreement,
pursuant to which Weirton agreed to supply FW Holdings with all
operating personnel it required in the performance of its
obligations under the Steam Supply Agreement.  Likewise, FW
Holdings did not have any supervisory personnel to oversee the
operation of the Facility.  Accordingly, Weirton and FW Holdings
entered into a Management Services Agreement, pursuant to which
Weirton agreed to supply FW Holdings with supervisory personnel
it required in the performance of its obligations under the Steam
Supply Agreement.  

Hence, at all times relevant, the Property has been an
indisputable and inseparable component of Weirton's mill
operations and remains necessary for its operations.

Mr. Freedlander argues that:

A. The Agreement is not a true lease, but a disguised financing.
   The transfer of the Property to MABCO was intended to convey
   MABCO a security interest in the Property to secure the
   repayment of a loan to Weirton.  The rights of FW Holdings and
   MABCO to the Property are dependent on whether the Agreement
   is a true lease or a disguised financing; and  

B. If the Agreement is not a true lease, then FW Holdings is the
   owner of the Property.  The Property is property of FW
   Holdings' estate pursuant to Section 541(a) of the Bankruptcy
   Code, subject to MABCO's interests.  

Thus, FW Holdings asks the Court to:

   (1) declare that the Lease Agreement, by and between FW
       Holdings and MABCO, dated October 26, 2001, is a disguised
       financing and not a true lease; and

   (2) direct MABCO to turn over the Property that is the subject
       of the Lease Agreement to FW Holdings. (Weirton Bankruptcy
       News, Issue No. 24; Bankruptcy Creditors' Service, Inc.,
       215/945-7000)  


WESTPOINT: Will Open First China Office in Shanghai on July 1
-------------------------------------------------------------
WestPoint Stevens, Inc., (OTC Bulletin Board: WSPT) --
http://www.westpointstevens.com-- announced the planned  
opening on July 1, 2004, of its first office in Shanghai, China.

M.L. (Chip) Fontenot, the Company's President and Chief
Executive Officer, said, "We have spent the last several years
building our direct offshore sourcing operations.  We have now
reached a point of critical mass, currently running at over $400
million of our revenues, such that a direct presence overseas is
warranted.  We have chosen China initially because of its
strategic importance in the globalization of the home fashions
industry."

William T. Walker, newly promoted Managing Director and
President - Asian Operations, will oversee the Shanghai office,
which expects to grow its staff from three to twelve, as well as
open additional overseas offices.  Mr. Walker, former Senior Vice
President - Sourcing since April 2001, will continue to
coordinate, develop and manage vendor/country relationships in
Asia.  Prior to his role in sourcing, Mr. Walker has over 10
years of broad-based management experience in the home fashions
industry as well as 15 years in other consumer products.

Mingzi Ye, a native of Shanghai, will join the Company as
Sourcing Coordinator to help facilitate the opening of the
Shanghai office.  Ms. Ye earned a BA in English with a minor in
Marketing and Business from Shanghai Teachers' University and an
MS in Science from Clemson (SC) University.

WestPoint Stevens Inc. is the nation's premier home fashions
consumer products marketing company, with a wide range of bed
linens, towels, blankets, comforters and accessories marketed
under the well-known brand names GRAND PATRICIAN, PATRICIAN,
MARTEX, ATELIER MARTEX, BABY MARTEX, UTICA, STEVENS, LADY
PEPPERELL, SEDUCTION, VELLUX and CHATHAM - all registered
trademarks owned by WestPoint Stevens Inc. and its subsidiaries -
and under licensed brands including RALPH LAUREN HOME, DISNEY
HOME, and GLYNDA TURLEY.  WestPoint Stevens can be found on the
World Wide Web at http://www.westpointstevens.com/(WestPoint  
Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service,
Inc., 215/945-7000)  


WORLDCOM INC: Selling 25 Tower Assets to MidAmerica Towers
----------------------------------------------------------
Worldcom Inc. seeks the Court's authority to:

   (a) sell 25 of their Tower Assets free and clear of liens,
       claims and encumbrances, on the terms and conditions of a
       purchase contract dated February 25, 2004; and

   (b) assume and assign related unexpired leases and other
       executory contracts.

The Tower Assets comprise of certain microwave towers, towers
sites, equipment and personal property, and related unexpired
leases and other executory contracts primarily used in or related
to the operation of the towers.

According to Stephen A. Youngman, Esq., at Weil, Gotshal &
Manges, LLP, in Dallas, Texas, the principal terms of the
Purchase Contract are:

A. Purchase Price

   MidAmerica Towers, Inc., will purchase the Tower Assets for
   $27,000.  The allocation of the Purchase Price on a per Tower
   Asset will be $1,000 per Tower Asset for 22 Tower Assets, and
   $1,667 for the three remaining Tower Assets.

B. Payment of Purchase Price

   MidAmerica Towers provided a $2,700 deposit to the Escrow
   Agent.  A pro rata portion of the Deposit will be applied to
   the Purchase Price at each Closing.  

C. Assets To Be Sold

   The Tower Assets include:

      (a) 25 towers;

      (b) certain of the Debtors' interests in the real property
          sites on which certain towers are located;

      (c) certain of the Debtors' interests in the Tower
          Contracts on which certain towers are located;

      (d) certain equipment sheds, equipment and personal
          property owned by the Debtors at certain tower sites;
          and

      (e) all governmental authorizations and permits, warranties
          and security deposits pertaining to the Tower Assets.

D. Transfer of Leased Property

   Each of the Leased Premises will be transferred by assignment  
   and assumption of the subject leases.

E. Closing

   The Closing will occur on the date that is the later of:

      (a) 30 days after the Execution Date; and

      (b) the date that is five days after satisfaction of all
          the conditions to the Closing other than those which
          are to be satisfied at Closing.  

   All Closings will take place no later than 90 days after the
   Execution Date.

E. Condition of the Property

   The Tower Assets are being sold "as is" without any
   representations and warranties other than as specified in the
   Purchase Contract.

F. Risk of Loss

   The Debtors retain all risks and liability for damage to the
   Tower Assets until Closing.  Prior to the Closing, if the
   Tower Assets suffer damage:

      (a) greater than $1,000, which the Debtors elect not to
          repair, MidAmerica may either:

          -- exclude any damaged Tower Asset from the purchase
             and deduct from the Purchase Price the portion of
             the Purchase Price allocated to the Tower Asset; or

          -- consummate the Closing, in which latter event
             insurance proceeds covering the damage will be
             assigned to MidAmerica, to the extent the amount of
             the insurance does not exceed the Purchase Price,
             less any expenses and costs incurred by the Debtors
             to repair or restore the Tower Assets and any
             portion paid or to be paid on account of the loss of
             rents or other income from the Tower Assets for the
             period prior to and including the Closing Date; or

      (b) less than $1,000, MidAmerica Towers will consummate the
          Closing and accept the assignment of insurance proceeds
          covering the damage plus an amount equal to the
          Debtors' deductible under its insurance policy, with no
          reduction in the Purchase Price.

Accordingly, Judge Gonzalez approves the Purchase Contract and
authorizes the Debtors to perform all their obligations under the
Purchase Contract.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI-- 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.

On April 20, the company (WCOEQ, MCWEQ) formally emerged from U.S.
Chapter 11 protection as MCI, Inc. This emergence signifies that
MCI's plan of reorganization, confirmed on October 31, 2003, by
the U. S. Bankruptcy Court for the Southern District of New York
is now effective and the company has begun to distribute
securities and cash to its creditors. (Worldcom Bankruptcy News,
Issue No. 51; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


WORLDCOM: Calais Again Ups Embratel Offer & Opposes Sale to Telmex
------------------------------------------------------------------
Calais Participacoes S.A. filed an enhanced offer with the U.S.
Bankruptcy Court for the Southern District of New York to acquire
the common stock of Embratel Participacoes S.A. (NYSE: EMT) from
MCI, Inc. This modified offer addresses increases the guaranteed
immediate payment from $396 million to $470 million and addresses
the concerns attributed to MCI's Board of Directors and cited as
the grounds for MCI's rejection of Calais' previous offer. The
offer also provides an additional $80 million, less any approved
break up fee, once Calais acquires the Embratel stock, bringing
the value of the transaction to $550 million.

"We are confident that there are absolutely no regulatory problems
whatsoever," stated a Calais spokesperson, "and we filed with
ANATEL all of the documents related to our consortium, as well as
a copy of our offer to MCI."

The enhanced offer provides an immediate, non-refundable payment
of $470 million plus the reimbursement of a $12.2 million break up
fee, if such a fee is approved by the Court. In order to address
the MCI Board's concerns about obtaining prior approval from CADE
(the Brazilian antitrust authority), the structure of the
transaction has been significantly altered to incorporate a form
that MCI knows from its own experience has worked in Brazil before
-- appointing a person of impeccable credentials and reputation as
trustee of an interim trust.

A Calais spokesperson stated, "We believe that our offer as
modified hereby continues to be vastly superior to the Telmex
offer both with respect to price and execution risk. It represents
$70 million more in immediate non-refundable payments to MCI which
are not subject to any prior regulatory approval. Through the
trustee structure, it affords a very high likelihood that Embratel
will soon cease to be a management distraction to MCI; it provides
insulation from purported liability concerns; and will result in a
substantially higher purchase price upon the ultimate acquisition
by Calais."

On Thursday, April 22, 2004, citing a sales process that was
"fundamentally flawed both in its structure and its execution,"
Calais filed an objection to MCI's proposed sale of the common
stock of Embratel to Telefonos de Mexico, S.A. de C.V. (Telmex)
(NYSE: TMX). In that filing, Calais stated that it has "repeatedly
brought to the Debtors offers superior to the one they seek to
consummate, and Calais indicated that it would soon submit a
revised offer which is substantially higher from a financial point
of view, and deals with the Debtors' purported concerns regarding
execution risk." This latest enhanced offer accomplishes both of
those objectives.

"We believe Embratel should be sold to the highest bidder, as in
the case of any normal auction," added the Calais spokesperson.

Attached is a copy of the offer letter that Calais filed with the
Court and sent to MCI late last night.

Calais is owned by Geodex Communications S.A. and three of
Brazil's leading telecom companies, Brasil Telecom S.A. (symbol:
BTM), Telemar Norte Leste S.A. (symbol: TNE) and SP
Telecommunicacoes Holding Ltda., a Brazilian unit of Telefonica
(symbol: TEF).

                 CALAIS PARTICIPACOES S.A.

                                     April 22, 2004

MCI, Inc.
Attn:  Mr. Jonathan Crane

Dear Mr. Crane:

     Reference is hereby made to the offer by Calais Participacoes
S.A. ("Calais") to WorldCom Inc., now MCI, Inc. ("MCI"), on March
25, 2004 to purchase 100% of the voting common stock of Embratel
Participacoes S.A. held indirectly by MCI, as revised in Calais'
subsequent proposals dated April 6, 2004, April 8, 2004, April 16,
2004 and April 18, 2004 (as so revised, the "Offer"). Defined
terms used herein without further definition have the meanings
ascribed to them in the Offer.

     On April 20, 2004 MCI's legal advisors described to us
certain concerns with our Offer which they attributed to the MCI
Board of Directors and advised us that MCI had negotiated and was
about to execute a sweetened deal with Telmex, providing for an
increase in purchase price to $400 million and prohibiting MCI
from entertaining other offers. Because of that clause, your
representatives advised us that "you would no longer take our
calls" for purposes of clarifying our Offer. We understand,
however, that pursuant to the Bankruptcy Court's order of
April 15, 2004, the revised Telmex Offer is not binding on MCI
unless and until it has been approved by the Bankruptcy Court.

     This will modify our Offer in a manner intended to address
all of the concerns attributed to MCI's Board of Directors of
which we are aware. In summary, we understand these concerns to be
the following:

     1. A concern that unless CADE (the Brazilian antitrust
authority) gives prior approval of the transfer of control to
Calais notwithstanding MCI's full compliance with all aspects of
existing Brazilian law, there may be residual liability to MCI
and/or its Board including possible criminal liability for
facilitating the transfer if CADE subsequently determines that
Calais should not be allowed to control Embratel.

     2. A concern that taking any action to restrain Embratel's
senior management from their continued active opposition to our
Offer would improperly interfere with their fiduciary duties to
other Embratel shareholders.

     3. A concern that securing our proposed Secured Exchangeable
Note (the "Note") by a pledge of the shares of the companies that
indirectly control Embratel (where it was clear that the right to
foreclose on the collateral was subject to prior ANATEL approval
and that in the interim MCI would continue to exercise all voting
rights) was in some unspecified way unworkable.

     4. A concern that our requests (i) for a representation that
MCI did not believe that it (as opposed to Embratel) had a
fiduciary duty to oppose our Offer (acknowledging that such belief
could change if MCI received new information in the future), and
(ii) that MCI use commercially reasonable good faith efforts (a)
to cooperate with our obtaining regulatory approvals, and (b) to
sell the shares pursuant to an Alternative Transaction, were "just
things for which MCI could be sued."

     5. A concern that the several (but not joint and several)
guarantees of indemnification by the three Calais Shareholders who
were financing the transaction would be awkward and time-consuming
to enforce.

     6. A concern that unless the prior approval of the Brazilian
Central Bank were obtained to permit our movement of money out of
Brazil to purchase the Note, the purchase price would in some way,
shape or form be subject to clawback or rescission.

     We hereby modify our Offer, as follows:

     1. The purchase price of the Note is increased from $396
million to $470 million (plus, if so approved by the Bankruptcy
Court, a break up fee of $12.2 million). We do not believe that
our purchase of the Note is subject to any prior regulatory
approval (other than that of the Bankruptcy Court). In particular,
we believe that (i) the Note can be secured by a pledge of the
Exchange Shares; (ii) it is clear under Brazilian law that funds
can be transferred from Brazil without prior Central Bank
approval; and (iii) there is no basis for a clawback of such
funds. (See, Directive No. 2.677 issued by the Brazilian Central
Bank on April 10, 1996, as amended by Directive No. 3.187 issued
on April 16, 2003). However, as indicated in our earlier offer, we
are flexible with respect to the pledge of Exchange Shares and are
willing to go forward and close the purchase of the Note on the
basis of covenants that such shares will not be sold or encumbered
until such time, if ever, as we are able to satisfy MCI's concerns
regarding the viability of a pledge agreement. Similarly, if MCI
continues to harbor concerns with respect to Central Bank
approval, we are prepared to pay for the Note out of funds already
in the United States or defer the closing of the Note Purchase
Agreement until such approval is obtained.

     2. We are prepared to utilize a transaction structure which,
as MCI knows from its own experience, has worked in Brazil before
-- appointing a person of impeccable credentials and reputation as
trustee (the "Trustee") of an interim trust (the "Trust"). The
Trust would have as its sole purpose the purchase of the Exchange
Shares from MCI and the holding of such shares pending their sale
to Calais, or pursuant to an Alternative Transaction. Subject to
prior ANATEL approval, MCI would convey the Exchange Shares to the
Trustee in return for the Trustee's assumption of the obligations
under the Note and the promise to pay an additional $80 million to
MCI (less any approved break up fee) if the Trustee subsequently
completes a sale to Calais. In view of our substantially increased
Note purchase price, the Proceeds of an Alternative Transaction
remitted to us will no longer be capped. As with the proposed sale
to Telmex, the sale to the Trustee would not be subject to the
prior approval of CADE; however, the Trustee's obligation to
transfer the shares to Calais would be subject either to prior
CADE approval or the Trustee's receiving legal opinions and/or
other assurances satisfactory to him or her that such transfer can
be accomplished without such prior approval. The Trustee's fees
would be paid by Calais if the Exchange Shares are ultimately sold
to Calais or would be payable from the Proceeds of an Alternative
Transaction, as the case may be. We have spoken with two prominent
individuals, one well-known to the Bankruptcy Court who has
performed this role in other cases and the other well known to and
respected by Brazilian authorities, each of whom has indicated a
preliminary willingness to act as Trustee. As MCI knows from its
own experience, a transfer to a Trustee could reasonably expect to
receive prompt approval from ANATEL.

     3. Sale of the Exchange Shares to the Trustee would absolve
MCI of any continuing obligation under the Note, e.g., to conduct
an Alternative Transaction sale process or with respect to the
control of Embratel. In particular, neither the Stock Purchase
Agreement with the Trustee would obligate MCI to restrain the
management of Embratel although MCI itself would still be required
to use commercially reasonable efforts to cooperate in seeking
regulatory approval of the transfer to the Trustee.

     4. We withdraw our request for a representation that MCI does
not believe it has a fiduciary duty to oppose our Offer.

     5. The three Calais Shareholders who are financing the
transaction are not able to agree to joint and several liability
with respect to their guarantee of Calais' indemnification
obligations. However, to support its indemnification obligation
Calais will post and keep in effect a $50 million letter of credit
during the indemnification period for five years with a United
States bank (currently expected to be JPMorgan Chase) and will
agree to replenish the Letter of Credit to $50 million if the
availability thereunder ever drops below $25 million. The several
guarantees of the individual Calais Shareholders will remain in
place. In this regard, we call to your attention that each of the
three funding Calais Shareholders has a presence in the United
States and has securities public traded in the United States with
cross default provisions that make it extremely unlikely that any
of them would default on their indemnification obligations.

     We are working rapidly to complete definitive documents to
implement these changes and will file them supplementally with the
Bankruptcy Court promptly. In view of your Telmex agreement not to
communicate with us directly regarding this matter, we will
present our case to the Bankruptcy Court.

     We believe that our Offer as modified hereby continues to be
vastly superior to the Telmex offer both with respect to price and
execution risk. It represents $70 million more in immediate non-
refundable payments to MCI which are not subject to any prior
regulatory approval; through the Trustee structure, it affords a
very high likelihood that Embratel will soon cease to be a
management distraction to MCI; it provides insulation from
purported liability concerns; and will result in a substantially
higher purchase price upon the ultimate acquisition by Calais.

                              Very truly yours,

                              CALAIS PARTICIPACOES S.A.

                              By:_______________________
                              Name:  Roberto Lins Affonso da Costa
                                     Romeu Grandinetti Filho
                                     Title: Attorneys-in-fact

cc:  Honorable Arthur J. Gonzalez
     Marcia L. Goldstein, Esq.
     Danny Golden, Esq.
     Mr. Frank A. Savage

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI-- 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.

On April 20, the company (WCOEQ, MCWEQ) formally emerged from U.S.
Chapter 11 protection as MCI, Inc. This emergence signifies that
MCI's plan of reorganization, confirmed on October 31, 2003, by
the U. S. Bankruptcy Court for the Southern District of New York
is now effective and the company has begun to distribute
securities and cash to its creditors. (Worldcom Bankruptcy News,
Issue No. 51; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


WRENN ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Wrenn Associates, Inc.
        32 Daniel Webster Highway
        Merrimack, New Hampshire 03054

Bankruptcy Case No.: 04-11408

Type of Business: The Debtor is a construction management
                  Firm located in Southern New Hampshire,
                  working throughout New England.  See
                  http://www.wrenn.com/

Chapter 11 Petition Date: April 16, 2004

Court: District of New Hampshire (Manchester)

Judge: J. Michael Deasy

Debtor's Counsel: William S. Gannon, Esq.
                  William S. Gannon PLLC
                  889 Elm Street, 4th Floor
                  Manchester, NH 03101
                  Tel: 603-621-0833
                  Fax: 603-621-0830

Total Assets: $4,037,000

Total Debts:  $7,778,494

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Liberty Electric, Inc.        Trade debt                $281,738
Bldg B, Unit 1
50 Northwestern Drive
Salem, NH 03079

Red Star Building Systems     Trade debt                $247,780

Johnson & Jordan, Inc.        Trade debt                $247,494

John J. Paonessa Co., Inc.    Trade debt                $228,420

Kidder Building & Wreckling,  Trade debt                $215,458
Inc.

Ambient Temp Controls         Trade debt                $171,092

CCS Constructors LLC          Trade debt                $160,156

DeBrino Caulking Assoc., Inc  Trade debt                $147,076

Engineers Construction, Inc   Trade debt                $142,363

Longchamps Electric, Inc.     Trade debt                $129,102

Vermont Heating & Ventilating Trade debt                $125,522

C-D-Bee Drywall Corporation   Trade debt                $120,488

Paul G. White Tile Co., Inc.  Trade debt                $118,045

Argus Construction Corp.      Trade debt                $110,147

Saco Bay Millwork Co., Inc.   Trade debt                $106,892

East Shore Drywall, Inc.      Trade debt                $104,714

CG Electric                   Trade debt                $103,377

Bristol Builders & Contract   Trade debt                 $94,846
Inc.

All Bright Systems, Inc.      Trade debt                 $92,181

NER Construction Management   Trade debt                 $91,317


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


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
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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
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Each Tuesday edition of the TCR contains a list of companies with
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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.

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