TCR_Public/040429.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, April 29, 2004, Vol. 8, No. 84

                           Headlines

AAIPHARMA INC: S&P Removes Junk Ratings from Credit Watch
ADELPHIA COMMS: Circle Asserts $25MM Claim and Demands Payment
AESP INC.: Bendes Investment Extends $631,000 One-Year Term Loan
AIR CANADA: Revises Deutsche Bank Pact for $850M Rights Offering
AMERICAN TOWER: First Quarter Revenues Increase by 15% to $186MM

APPLIED EXTRUSION: 2004 Second Quarter Net Loss Doubles to $6 Mil.
BANC OF AMERICA: Fitch Affirms Low Ratings on 6 20010-1 Classes
BAY VIEW CAPITAL: First Quarter 2004 Net Loss Climbs to $1.1 Mil.
BIOGAN INTERNATIONAL: Section 341(a) Meeting Slated for May 20
BM USA INCORPORATED: Case Summary & 54 Unsecured Creditors

BRISTOL CDO: S&P Lowers Class C Rating to BB- & Removes Watch
BROADBAND: Debtor Settles Last Remaining Claim Out-of-Court
CAPCO AMERICA: Fitch Downgrades Class B-4 to B- & Class B-5 to CC
CASCADES INC: Vice President & CFO Andre Belzile Says Goodbye
CHASE MORTGAGE: Fitch Rates 2 Classes at Low-B Levels

COVANTA: Liquidating Trustee Issues First Post-Confirmation Report
CWMBS: Fitch Takes Various Rating Actions on RMB Securitizations
DELTA FINANCIAL: Files Shelf Registration on Form S-2 with SEC
DEUTSCHE MORTGAGE: Fitch Affirms Low-B Ratings on 4 1999-1 Classes
DIVERSIFIED ASSET: Fitch Downgrades $18M Class B-1L Notes to BB+

DOMAN INDUSTRIES: Agrees with Unsecured Noteholders on CCAA Plan
DYNEGY: Sells 16% Interest in Indian Basin Plant for $48 Million
ENRON: Portland General Retirees Want Separate Creditors' Panel
FA PROPERTIES CORP: Voluntary Chapter 11 Case Summary
FEATHERLITE INC: First Quarter Results Enter Positive Zone

FEDERAL-MOGUL: First Quarter 2004 Net Loss Tops $20 Million
FIBERMARK: Obtains Final Court Nod on $30 Million DIP Financing
FINOVA GROUP: Reports $1.2 Billion Asset Shortfall
FIRST NATIONWIDE: Fitch Takes Various Rating Actions on RMB Notes
FLEMING COS: Disclosure Statement Hearing Continued to May 4, 2004

FLEXTRONICS: Delivers Improved Fourth Quarter Results
GENESIS: Reports on Haskell Litigation Status in Del. Bankr. Court
GREENWICH CAPITAL: S&P Assigns Low-B Prelim Ratings to 7 Classes
JAG MEDIA HOLDINGS: Needs More Funds to Sustain Operations
KINDERCARE LEARNING: S&P Places B+/B- Ratings on Watch Negative

HEALTHSOUTH: Judge to Issue Scheduling Order for Bond Litigation
I2 TECH: Q Investments Provides $100 Million Equity Investment
INTEGRATED: Rotech Incurs $41M Interest Expense on Long Term Debt
JAZZ GOLF: Equity Deficit Narrows to $666,536 at February 29, 2004
MCWATTERS MINING: Gets Until May 28 to File Bankruptcy Plan

MIRANT CORPORATION: Proposes Learjet Sale Overbid Procedures
NESCO: May File for Bankruptcy if Unable to Meet Financing Needs
NRG ENERGY: Will Hold 1st Quarter 2004 Conference Call on May 11
OMEGA HEALTHCARE: Posts $53.7 Million Net Loss for First Quarter
OXFORD HEALTH: Signs Acquisition Agreement with UnitedHealth Group

OXFORD: S&P Likely to Raise Ratings After UnitedHealth Acquisition
PARMALAT: Commissioner Bondi Administers 3 Concessionary Companies
PEGASUS COMMUNICATIONS: S&P Lowers Corp. Credit Rating to CCC
PG&E CORPORATION: Schedules First Quarter Report for May 4
REGAL CINEMAS: S&P Rates Proposed $1.75 Bil. Bank Facility at BB-

REGAL ENTERTAINMENT: Completes 9-3/8% Sr. Noteholder Solicitation
REVLON CONSUMER: S&P Upgrades Corporate Credit Rating to B-
SORBEE INTERNATIONAL: Case Summary & Largest Unsecured Creditors
STRUCTURED ASSET: S&P Cuts Class B-3 Series 1998-6 Rating to D
TAE BO RETAIL: U.S. Trustee to Meet with Creditors on May 17

TECNET: Court Extends Schedule-Filing Deadline through May 17
TRICO MARINE: Explores Strategic Options to Address Financial Woes
TRI-LETT INDUSTRIES: Case Summary & Largest Unsecured Creditors
TRITON AVIATION: Fitch Assigns Low Ratings to Classes A, B & C
UAL: Fitch Speculates about Bankruptcy Impact on Airport Debt

UNITED AIRLINES: Wants to Extend Bain & Co. Consulting Agreement
US AIRWAYS: Records $177 Million Net Loss for First Quarter
US AIRWAYS: S&P Maintains Negative Watch on B- Rating
U.S. STEEL: Turns Profitable in First Quarter 2004
WILSONS THE LEATHER: Lenders Agree to Amend Credit Facility

W.R. GRACE: Asks Court To Determine Suitable Future Claims Rep

* Counsel Dennis R. Dumas Joins Chadbourne & Parke LLP

                           *********

AAIPHARMA INC: S&P Removes Junk Ratings from Credit Watch
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC' corporate
credit and 'CC' subordinated debt ratings on aaiPharma Inc. At the
same time, Standard & Poor's removed the ratings on the
Wilmington, North Carolina-based specialty pharmaceutical company
from CreditWatch.

Standard & Poor's originally placed the ratings on CreditWatch on
March 19, 2004, because of its concerns about aaiPharma's
liquidity and cash flow generation. Since then, however, aaiPharma
has improved its liquidity position by divesting $105 million in
assets and securing a $140 million senior secured credit facility.
The company will use the proceeds from the new bank facility and
asset sales to replace and refinance roughly $154 million
outstanding under its existing $260 million credit facility and to
make an interest payment due on its subordinated notes.

The 'CCC+' senior secured rating on the $260 million credit
facility was withdrawn after the company's refinancing. The new
senior secured facility is not rated.

The outlook on aaiPharma is negative.

"The low speculative-grade ratings reflect the company's improved
but still limited liquidity given the lack of visibility of
aaiPharma's profitability and cash flow generation," said Standard
& Poor's credit analyst Arthur Wong.

The company has completed an independent inquiry into its
aggressive sales practices, which have led to excess inventory of
several key products at the wholesale level. Currently, the
company is expected to make material adjustments to its 2003
financial results. As a result, its cash flows for the first half
of 2004, and possibly beyond, are likely to be negative. Standard
& Poor's cannot currently estimate how much of the losses will
have to be covered by the new senior secured credit facility.


ADELPHIA COMMS: Circle Asserts $25MM Claim and Demands Payment
--------------------------------------------------------------
Circle Security Systems, Inc., and Circle Acquisitions, Inc.,
operate as a full-service alarm and security service provider.
Over the course of 26 years, Circle obtained a large customer
base among affluent and middle-income residential and commercial
customers in the Miami and Tampa areas.

Jay L. Silverberg, Esq., at Silverberg, Stonehill & Goldsmith,
PC, in New York, relates that Circle depends on four sources of
revenue:

   (a) new alarm and security system installations;

   (b) service of existing systems;

   (c) alarm system monitoring; and

   (d) design, sales and installation of high-end audiovisual
       home theater systems.

Mr. Silverberg explains that in early 1999, Circle began
investigating the possibility of assigning a portion of one of
its revenue streams to a larger regional or national alarm
company -- ACOM Debtor Starpoint Limited Partnership.  Starpoint
is also engaged in the home security business.  In December 1999,
Circle entered into an Asset Purchase Agreement pursuant to which
Starpoint purchased and assumed a large portion of Circle's
customer alarm monitoring contracts.  A material aspect of the
transaction was that Circle was to continue to have the exclusive
rights to sell alarm and security systems to customers whose
monitoring contracts were assigned, and to service the alarm
systems of those customers.

Mr. Silverberg contends that Starpoint, acting through various
agents and affiliates:

    (a) defrauded Circle inasmuch as it never intended to fulfill
        its obligations under the Purchase Agreement and in fact
        used the transaction as a means to pirate and convert
        Circle's sales and service business;

    (b) materially breached the Purchase Agreement and its
        related documents and instruments; and

    (c) committed or conspired to commit various fraudulent and
        wrongful acts with the intent and result of crippling
        Circle's business while enriching itself, its partners,
        agents and affiliates.

Circle estimates that it suffered actual damages of over
$15,000,000.  Circle believes that it is also entitled to both
substantial consequential and punitive damages, adding
$10,000,000 or more to its claim.

In January 2001, Circle commenced arbitration against Starpoint
before the American Arbitration Association in Miami, Florida.
Circle anticipates that pursuant to a Stipulation and Order with
the ACOM Debtors dated March 24, 2003, its prepetition claims
will be liquidated pursuant to the continuation of the
Arbitration.

By this motion, Circle asks the Court to allow its postpetition
administrative expense priority claim, in an amount to be
determined, and to direct the Adelphia Communications Debtors to
immediately pay its claim. (Adelphia Bankruptcy News, Issue No.
57; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AESP INC.: Bendes Investment Extends $631,000 One-Year Term Loan
----------------------------------------------------------------
AESP, Inc. (Nasdaq: AESP) announced that it has closed on a
$631,000 one-year term loan from Bendes Investment Limited. The
proceeds of the loan were used to retire the Company's outstanding
debt due to Commercebank, N.A. The new loan, which bears interest
at the rate of prime plus 8% (currently 12%), is secured by a lien
on the Company's U.S. assets and is personally guaranteed by the
Company's principal stockholders.

Slav Stein, President and CEO, commented, "Over the last two
years, our business has been adversely affected by the short-term
nature and imminent maturity of our obligation to Commercebank.
With the completion of the KBK financing arrangement in November
2003 and the funding of this new loan, this pressure has been
relieved. This will allow us to concentrate fully on our major
objective for 2004; delivering a meaningful improvement in our
operating results through increasing our sales and market share,
continuing our efforts to expand our product line, taking steps to
improve our cash flow and continuing our ongoing efforts to reduce
our costs."

The Company also commented further on its results of operations
for fiscal 2003. The Company reported that in their audit report
on the Company's 2003 financial statements, the Company's auditors
had included an explanatory paragraph in their report with respect
to the Company's ability to continue as a going concern.

AESP, Inc. designs, manufactures, markets and distributes network
connectivity products under the brand name Signamax Connectivity
Systems as well as customized solutions for original equipment
manufacturers worldwide. For additional Company information, visit
http://www.aesp.com/and http://www.Signamax.com/


AIR CANADA: Revises Deutsche Bank Pact for $850M Rights Offering
----------------------------------------------------------------
Air Canada announced that it has reached an agreement in principle
with Deutsche Bank AG to amend the Stand-By Purchase Agreement to
extend and increase the rights offering available to
creditors from $450 million to $850 million. The $850 million
rights offering is greater than the $700 million originally sought
by the Company at the start of the equity solicitation process in
July 2003. The agreement is subject to completion of appropriate
documentation and Court approval.

"Air Canada's restructuring regains its momentum with a vote of
confidence in our restructuring business plan from a major  global
financial institution," said Air Canada CEO Robert Milton. "The
agreement with Deutsche Bank will provide a solid foundation for
Air Canada's restructuring and the flexibility to pursue an equity
partner as we work towards a successful completion of the
restructuring in the coming months.

"Air Canada is well positioned to carry on business effectively
and it is business as usual for our customers. We have made
significant progress in revenue, fleet and cost restructuring over
the past year and our 2004 revenues are tracking in line with what
we projected in our business plan. We are now entering our
strongest travel period of the year, with positive cash flow and
approximately $1 billion in cash on hand as of the close of
business last week in addition to $500 million in available credit
lines unchanged from the most recent update.

"Our stakeholders, including our largest creditors, have
reaffirmed their support in ensuring the airline's successful
restructuring and will continue to work with us to ensure Air
Canada emerges from CCAA protection a much stronger airline," said
Mr. Milton.

Under the proposed amendments, the previously announced $450
million rights offering to creditors will be expanded to $850
million at the same $925 million pre-investment valuation of Air
Canada as had been provided in the Trinity Agreement thus
preserving and expanding a key element of potential creditor
recovery in Air Canada's restructuring plan.

Deutsche Bank as Stand-by Purchaser will acquire any equity not
purchased by creditors at a premium price of 107.5% thus ensuring
that AC will have the full $850 million available to fund its
restructuring plan.

Air Canada will pursue an equity solicitation process. However, as
a result of the funding that the proposed amendments will secure,
Air Canada will be seeking only $250 million instead of the $650
million provided for in the Trinity Agreement. This equity will be
used in part to retire the GE convertible notes and warrants if
appropriate arrangements can be negotiated with GE similar to
those formerly negotiated by Trinity. However, successful
completion of the proposed equity investment will no longer be a
condition precedent to Air Canada's successful emergence from
CCAA.

In addition to documentation and Court approval, the proposed
amendments contain two significant conditions regarding labour and
pension matters which must be satisfied by May 15, 2004. The
labour condition requires that Air Canada obtain $200 million in
annual cost reductions to realize the labour cost savings of
approximately $1.1 billion agreed to by the various Air Canada
unions last year. In addition, the agreement requires that Air
Canada's labour unions provide "clean slate" assurances that all
material disputes or claims will be compromised or waived upon
emergence. The pension conditions require Air Canada to reach
satisfactory arrangements with the Office of the Superintendent of
Financial Institutions (OSFI) to implement the February 18, 2004
agreement between Air Canada and its pension beneficiaries
regarding funding over 10 years of the solvency deficit in Air
Canada's pension plans. The proposed amendments do not require
pension design changes as had previously been required by equity
plan sponsors.

In addition, the agreement requires satisfactory assurances from
the Government of Canada that, upon emergence, Air Canada will be
able to compete on a level playing field with all Canadian
carriers in regards to the regulatory environment.

The timeline for the equity solicitation process remains under
discussion and will be subject to approval by the Court. However,
the amended agreement will provide for Air Canada to emerge from
CCAA protection no later than September 30, 2004.

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


AMERICAN TOWER: First Quarter Revenues Increase by 15% to $186MM
----------------------------------------------------------------
American Tower Corporation (NYSE: AMT) reported financial results
for the quarter ended March 31, 2004.

Total revenues increased 15% to $186.2 million for the three
months ended March 31, 2004, from $161.5 million for the three
months ended March 31, 2003. Income from operations increased to
$21.8 million for the three months ended March 31, 2004 from $2.1
million for the same period in 2003. Loss from continuing
operations decreased to $42.6 million, or $(0.19) per share, for
the three months ended March 31, 2004 from $80.2 million, or
$(0.41) per share, for the same period in 2003. Net loss decreased
to $42.9 million, or $(0.19) per share, for the three months ended
March 31, 2004 from $91.6 million, or $(0.47) per share, for the
same period in 2003.

Adjusted EBITDA ("income from operations before depreciation and
amortization and impairments, net loss on sale of long-lived
assets and restructuring expense, plus interest income, TV Azteca,
net") increased 20% to $106.4 million for the three months ended
March 31, 2004 from $88.9 million for the same period in 2003.
Adjusted EBITDA margin increased to 57% for the three months ended
March 31, 2004 from 55% for the three months ended March 31, 2003.

Net cash provided by operating activities increased to $31.7
million during the first quarter of 2004, compared to $7.1 million
for the same period in 2003. Payments for purchase of property and
equipment and construction activities during the first quarter of
2004 decreased to $10.8 million from $18.8 million for the same
period in 2003.

Jim Taiclet, American Tower's Chairman and Chief Executive
Officer, stated, "The wireless industry continues to grow and
become an increasingly important part of the telecommunications
marketplace. The major carriers are adding subscribers at a brisk
pace and their financial and operating performance is also
improving. These trends are driving further investment in network
quality and we're also starting to see the deployment of advanced
3G networks.

"The continued demand for tower space plus our ongoing focus on
operational execution contributed to our strong first quarter
performance of 20% growth in Adjusted EBITDA. In addition, our
strong operating performance and control of capital expenditures
enabled us to deliver our highest level of free cash flow to date,
over $26 million for the quarter.

"From a balance sheet perspective, we successfully raised $225
million of attractively priced long-term financing in the first
quarter and recently launched a refinancing of our bank facility.
Our proposed new credit facilities will extend our maturities and
substantially increase our financial flexibility. As a result, you
will see us taking meaningful steps to reduce our interest costs,
further accelerating our free cash flow growth."

                     Operating Highlights

Organic same tower revenue and same tower cash flow growth on the
approximately 13,200 towers owned as of the beginning of the first
quarter 2003 and the end of the first quarter 2004 were 9% and
13%, respectively, for the three months ended March 31, 2004,
compared to the three months ended March 31, 2003.

For the three months ended March 31, 2004, rental and management
segment revenues increased 12% to $164.6 million from $146.5
million, and rental and management segment operating profit
increased 18% to $112.5 million from $95.3 million, for the same
period in 2003. Rental and management segment operating profit
margins increased to 68% for the three months ended March 31,
2004, from 65% for the same period in 2003.

Free cash flow ("Adjusted EBITDA less interest expense and
payments for purchase of property and equipment and construction
activities") was $26.4 million for the three months ended March
31, 2004. This free cash flow amount reflects deductions of
approximately $20.3 million for non-cash interest expense relating
to the accretion of our 12.25% senior subordinated discount notes
due 2008 and to the amortization of deferred financing fees
(excluding the $20.3 million would result in free cash flow of
$46.7 million).

                        Asset Transactions

During the first quarter of 2004, the Company continued to
incrementally execute its strategy of divesting non-core portions
of its business and acquiring complementary core tower assets.

During the first quarter of 2004, the Company closed on $11.5
million of divestitures within its rental and management segment,
including 47 non-strategic towers and a building.

In March 2004, the Company received approximately $4.0 million for
substantially all of the net assets of Kline Iron & Steel. The
Company may receive up to an additional $2.0 million in cash
payable in 2006 based on future revenues generated by Kline. Kline
was previously included in the network development services
segment and was designated a discontinued operation as of June
2003. The Company expects to sell the remaining assets of Kline,
primarily real estate, by the end of the second quarter 2004.

During the first quarter 2004, the Company continued to invest in
its core rental and management segment by re-deploying a portion
of its proceeds from asset sales and acquired a total of 100
towers for $13.1 million. During the first quarter the Company
acquired 4 towers for $0.6 million from NII Holdings, 46 towers
for $9.7 million from Iusacell Celular in Mexico, and 50 towers
for $2.8 million in the United States. The Company currently
expects to acquire an additional 26 towers for approximately $3.9
million from NII Holdings and 63 towers for $13.7 million from
Iusacell Celular during the remainder of 2004. However, certain
creditors of Iusacell are seeking to enjoin Iusacell from
transferring certain of its assets, including the additional
towers we expect to acquire. Although we are not a party to this
litigation nor do we expect it to have any material adverse effect
on our operating results or financial condition, it could delay
the acquisition of additional tower assets from Iusacell.

                     Financing Highlights

The Company has continued to strengthen its financial position
through a combination of strong operational execution and
thoughtfully accessing the capital markets.

The Company's principal operating subsidiaries are seeking to
refinance their existing $961 million senior secured credit
facilities with the proposed new $1.1 billion senior secured
credit facilities, consisting of an unfunded $400 million
revolving credit facility, a $300.0 Term Loan A and a $400 million
Term Loan B. The new senior secured credit facilities would be
guaranteed by American Tower Corporation and its subsidiaries and
would be secured by a pledge of substantially all the Company's
assets. The Company has received commitments from a group of
lenders for the full amount of the new facilities, in advance of
their efforts to syndicate the facilities to a larger group of
financial institutions. These commitments are subject to
negotiation, execution and delivery of definitive loan
documentation and other customary conditions.

Borrowings under the new facilities would be used to repay the
Company's existing senior secured credit facilities, which
currently have outstanding borrowings of approximately $665.8
million, and for general corporate purposes, including refinancing
other existing indebtedness. The Company is seeking to have the
proposed credit facilities in place during the second quarter and
expects that they will provide the Company with greater liquidity
and improve its operating and financial flexibility. Upon closing
the refinancing with final terms, the Company may be required to
record a write-off of deferred financing fees associated with its
existing credit facilities of approximately $12.0 million (the
loss will be recorded within "loss on retirement of long-term
obligations" in the Company's statement of operations).

The combination of strong operating performance and proceeds from
financial and strategic activities reduced the Company's Net
Leverage Ratio two full turns ("total debt less cash and cash
equivalents and restricted cash and investments on hand divided by
first quarter annualized Adjusted EBITDA") as of March 31, 2004 to
7.2 from 9.2 for the same period in 2003.

                           2004 Outlook

The Company maintains its rental and management outlook for the
remainder of 2004 and refines its anticipated annual revenue
growth to 9% to 11% from 8% to 11%. The Company also maintains its
outlook for 2004 rental and management expenses, and continues to
anticipate converting approximately 90% of its incremental
revenues into operating profit.

The Company's has not adjusted its services revenue and segment
operating profit and corporate expense outlook for the remainder
of 2004.

Without giving effect to potential refinancings, the Company
maintains its outlook for interest expense of $270 million to $279
million, including $84 million of non-cash interest.

The Company has modestly reduced its full year 2004 outlook for
capital expenditures to a range between $50 million to $63 million
due to slightly lower than anticipated new tower construction in
the first quarter. The Company expects to construct 120 to 150 new
towers in 2004, down from its previous range of 120 to 160 towers.

American Tower is the leading independent owner, operator and
developer of broadcast and wireless communications sites in North
America. American Tower operates approximately 15,000 sites in the
United States, Mexico, and Brazil, including approximately 300
broadcast tower sites. For more information about American Tower
Corporation, visit http://www.americantower.com/

                           *   *   *

As reported in the February 6, 2004 edition of the Troubled
Company Reporter, Standard & Poor's Ratings Services assigned its
'CCC' rating to the $225 million 7.5% senior notes due 2012 issued
under Rule 144A with registration rights by Boston, Massachussets-
based wireless tower operator American Tower Corp.

Simultaneously, Standard & Poor's affirmed its existing ratings on
American Tower, including the 'B-' corporate credit rating. The
outlook remains positive.

"The ratings reflect significant financial risk associated with
American Tower's high leverage, which stemmed from its aggressive
debt-financed tower acquisition activities during the 1999-2001
time frame," said Standard & Poor's credit analyst Michael Tsao.
Net of restricted cash, debt to annualized EBITDA was high at
7.9x, including about $14 million of annual interest income from
the company's Mexican subsidiary (8.1x after adjustment for
operating leases) for the quarter ended in September 2003.
American Tower incurred over $3 billion of debt during 1999-2001
to finance the acquisition and building of about 13,000 towers,
based on the company's expectations that growth in wireless
services would strongly bolster demand for limited tower space.
However, largely in response to capital market conditions,
wireless carriers scaled back their capital spending plans
starting in 2001, preventing American Tower from reducing its
acquisition-related debt.


APPLIED EXTRUSION: 2004 Second Quarter Net Loss Doubles to $6 Mil.
------------------------------------------------------------------
Applied Extrusion Technologies, Inc. (NASDAQ NMS - AETC) announced
financial results for its second fiscal quarter ended March 31,
2004.

               Second Quarter 2004 Results

Sales for the second quarter of fiscal 2004 of $70.3 million were
$7.4 million, or 12 percent, higher compared with the second
quarter of fiscal 2003. A 17 percent increase in unit volume was
driven by the Company's inventory reduction initiatives, which
contributed to a 4 percent decrease in average selling price. The
decline in average selling price principally reflects a
significant increase in the volume of lower price films. Exclusive
of the sale of lower priced commodity goods to reduce inventories,
volume and price were up by 2 percent each, as compared to the
prior year.

Gross profit for the second quarter of $9.9 million was $2.8
million, or 22 percent, lower than the second quarter of fiscal
2003. The $2.8 million reduction was due to an increase in raw
material costs of approximately $4.2 million and a $1 million
increase in depreciation expense, partially offset by the gross
profit contribution from the increased sales volume. Gross margin
was 14.1 percent versus 20.2 percent in fiscal 2003.

Operating expenses of $7.5 million were $0.6 million, or 7
percent, lower as compared with the same period of the prior year.

Operating profit of $2.4 million for the second quarter was $2.2
million lower than the same period in fiscal 2003. Excluding the
$1 million increase in depreciation expense, operating profit was
$1.2 million lower than the prior year.

Interest expense of $8.4 million was $0.7 million higher than the
second quarter of fiscal 2003. This is due to a higher average
debt balance and lower capitalized interest.

The net loss for the second quarter of fiscal 2004 was $6 million,
or $.47 per share, compared with a net loss of $3.1 million, or
$.24 per share, for the second quarter of fiscal 2003. The $2.9
million increase in the net loss is principally due to a large
increase in raw material costs, as well as increases in
depreciation, and interest expense.

For the three months ended March 31, 2004, the Company generated
earnings before interest, taxes, depreciation and amortization
(EBITDA) of $9.2 million compared with EBITDA of $10.4 million for
the second quarter of fiscal 2003.

                     Six Months 2004 Results

Sales for the first six months of fiscal 2004 of $127.8 million
were $5.6 million, or 4.6 percent, higher compared with the first
six months of fiscal 2003. A 5 percent increase in unit volume was
partially offset by a 1 percent decrease in average selling
prices. The decline in average selling price principally reflects
a significant increase in the volume of lower price films.
Exclusive of the sale of lower priced commodity goods to reduce
inventories, volume was 2 percent lower and prices were
approximately 2 percent higher, as compared to the prior year.

Gross profit for the first six months of $19.4 million was $5.5
million, or 22 percent, lower than the first six months of fiscal
2003. The $5.5 million reduction was due to an approximate
increase of $7.2 million in raw material costs and a $2 million
increase in depreciation expense, partially offset by the gross
profit contribution from the increased sales volume. Gross margin
was 15.2 percent versus 20.4 percent in fiscal 2003.

Operating expenses of $14.7 million were $1.6 million, or 10
percent, lower as compared with the same period of the prior year.

Operating profit of $4.8 million was $3.8 million lower than the
same period in fiscal 2003. Excluding the $2 million increase in
depreciation expense, operating profit was $1.8 million lower than
the prior year.

Interest expense of $19 million was $4 million higher than the
first six months of fiscal 2003. This increase reflects
approximately $2.2 million of nonrecurring expenses, principally
the write-off of deferred financing charges associated with the
Company's prior credit facility, which was refinanced with GE
Commercial Finance on October 3, 2003. The remaining increase of
$1.8 million is due to a higher average debt balance and lower
capitalized interest.

The net loss for the first six months of fiscal 2004 was $14.3
million, or $1.11 per share, compared with a net loss of $6.4
million, or $.50 per share, for the same period of fiscal 2003.
The $7.9 million increase in the net loss is principally due to
increased depreciation and amortization, and interest expense of
$2.2 million and $4 million, respectively.

For the six months ended March 31, 2004, the Company generated
earnings before interest, taxes, depreciation and amortization
(EBITDA) of $18.4 million compared with EBITDA of $20.2 million
for the same period of fiscal 2003.

            Balance Sheet, Cash Flow And Liquidity

The Company used approximately $20 million of cash in the first
six months. This was principally due to a $10 million increase in
accounts receivable as a result of the significant increase in
sales during the second quarter. Inventories increased by $8.1
million for the first six months. Finished goods and raw materials
inventories increased by $4.6 million and $3.5 million,
respectively, due primarily to increased resin costs and a unit
increase in raw material inventories.

During the second quarter, the unit volume of finished goods was
reduced by approximately 7 million lbs. and is expected to decline
further throughout the year. However, the reduction in the unit
volume of finished goods was partially offset by a $3.5 million
increase in the average cost of finished goods due principally to
increased raw material costs. Additionally, raw material
inventories increased by approximately $2.2 million due to the
purchase of materials in advance of higher resin costs. As a
result, total inventories were reduced by approximately $0.8
million during the quarter.

As previously announced, the Company amended its credit facility
with GE Commercial Finance on March 23, 2004. This amendment
increased the Company's revolving line of credit by $10 million to
$60 million, and reduces the EBITDA covenant through the third
quarter of fiscal 2005. The additional liquidity and flexibility,
provided by this amendment, supports the Company's continued
implementation of its high-value proprietary products strategy,
during a period of rapidly increasing material costs.

At March 31, 2004, the Company had borrowings of $43.3 million
pursuant to its revolving line of credit. Unused availability
under the revolving credit facility at quarter end was
approximately $12 million. Net Debt (total debt less cash) at
March 31, 2004 was $361 million, representing 94 percent of total
capitalization.

                        Company Comments

Commenting on the results, Amin J. Khoury, Chairman and Chief
Executive Officer, said: "Our recently implemented sales
initiatives provided substantial volume and revenue growth during
the quarter. Nevertheless, principally, as a result of our
inability to pass the $4.2 million in resin increases through to
customers, during the quarter, the Company lost $6 million. We
expect top line growth to accelerate in the third quarter with the
anticipated seasonal demand increase, and the continued
implementation of our inventory reduction initiatives.
Additionally, in response to the unprecedented increase in resin
costs during the second quarter, industry wide price increases
have recently been announced, and as a result gross profit is
expected to improve during the second half."

Mr. Khoury further remarked, "We remain encouraged by the
commercial prospects for our high-value proprietary products. We
will continue to carefully control capital expenditures;
additionally management is currently reviewing its cost structure
with a view to further decreases in cost. We remain focused on
executing a successful turnaround in a difficult business
environment. Our objective is to generate positive free cash flow
in 2004 and to achieve acceptable levels of profitability over
time through continuous improvement in product mix and capacity
utilization."

Applied Extrusion Technologies, Inc. is a leading North American
developer and manufacturer of specialized oriented polypropylene
(OPP) films used primarily in consumer products labeling and
flexible packaging applications.

                           *    *    *

As reported in the Troubled Company Reporter's March 4, 2004
edition, Standard & Poor's Ratings Services lowered its corporate
credit rating on New Castle, Delaware-based Applied Extrusion
Technologies Inc. to 'B-' from 'B'.

At the same time, Standard & Poor's lowered its senior unsecured
debt rating to 'CCC' from 'B-'.

"The downgrade reflects Applied Extrusion's extended poor
operating and financial performance, weak liquidity position, very
aggressive debt leverage, and negative cash flows," said Standard
& Poor's credit analyst Paul Blake.

The company may be challenged to remain in compliance with minimum
EBITDA levels required in its bank credit agreement, should
operating profitability fail to improve. Additionally, the
company's ability to make a $15 million semi-annual coupon payment
in July 2004 appears uncertain based on current operating trends.

The ratings could be lowered soon if operating profitability and
cash generation do not substantially improve beyond current
levels, or if other issues, including a potential breach of
financial covenants or pending debt maturities, result in further
weakness to the company's already-strained liquidity position.


BANC OF AMERICA: Fitch Affirms Low Ratings on 6 20010-1 Classes
---------------------------------------------------------------
Fitch Ratings upgrades Banc of America Commercial Mortgage Inc.'s
commercial mortgage pass-through certificates, series 2001-1 as
follows:
     
     --$35.6 million class B to 'AA+' from 'AA';
     --$21.3 million class C to 'AA-' from 'A+'.

In addition, Fitch affirms the following certificates:

     --$125.8 million class A-1 'AAA';
     --$527.8 million class A-2 'AAA';
     --$50 million class A-2F 'AAA';
     --Interest-only class X 'AAA';
     --$19 million class D 'A';
     --$9.5 million class E 'A-';
     --$9.5 million class F 'BBB+';
     --$19 million class G 'BBB';
     --$14.2 million class H 'BBB-';
     --$13.3 million class J 'BB+';
     --$23.5 million class K 'BB';
     --$2.1 million class L 'BB-';
     --$5.5 million class M 'B+';
     --$6.8 million class N 'B';
     --$5.9 million class O 'B-'.

Fitch does not rate the $22.1 million class P certificates.

The ratings upgrade of classes B and C are the result of the
transaction scheduled amortization and ongoing stable performance.
As of the April 2004 distribution date, the pool's aggregate
balance has paid down by 3.9% to $910.9 million from $948.1
million at issuance.

Currently, eleven loans (6.7%) are in special servicing, two
(1.1%) of which are real estate owned (REO). The largest loan in
special servicing is a multi-family property located in Grapevine,
Texas. Occupancy at this property has declined as a result of
softening of the multifamily market in and around Fort Worth,
Texas. The Special Servicer is investigating mold contamination at
the property.

Fitch reviewed the 315 Park Avenue loan (9.6%), the only credit
assessed loan in the transaction. The loan is secured by a 319,776
square feet (sf) office building located in Manhattan, New York.
As of year end (YE) 2003 the collateral's net operating income
decreased approximately 25% from issuance. The decrease is
attributed to approximately $1 million increase in repair and
maintenance related to a one-time new tenant turnover expense, and
an additional $200,000 increase in professional fees.

The largest tenant, Credit Suisse First Boston's (CSFB), currently
occupying 62.2% of net rentable area (NRA) is required to lease an
additional 30,200 sf at its current rent of $46 per sf. As a
result CSFB will occupy 71.1% NRA in 2004. Based on the one-time
new tenant expense, and the upcoming contractual lease expansion
of the building's largest tenant, Fitch maintains an investment
grade credit assessment.

Various stress scenarios were applied to account for potentially
problematic loans as well as shifts in loan and property type
concentrations. Even under these stress scenarios subordination
levels were sufficient to affirm the ratings.


BAY VIEW CAPITAL: First Quarter 2004 Net Loss Climbs to $1.1 Mil.
-----------------------------------------------------------------
Bay View Capital Corporation (NYSE: BVC) reported its results for
the first quarter of 2004. As previously announced, during the
fourth quarter of 2003, the Company's Board of Directors amended
the Plan of Dissolution and Stockholder Liquidity, which the
Company adopted in October 2002, to become a plan of partial
liquidation. As a result, the Company discontinued its use of the
liquidation basis of accounting and re-adopted the going concern
basis of accounting effective October 1, 2003. The Company
reported its results under the liquidation basis of accounting
from September 30, 2002 through September 30, 2003.

                     First Quarter Results

The Company reported a first quarter 2004 net loss of $1.1
million, or $0.02 per diluted share, compared to a fourth quarter
2003 net loss of $0.9 million, or $0.01 per diluted share. Net
interest income increased to $2.6 million for the first quarter of
2004 from $1.0 million for the prior quarter. The increase in net
interest income was primarily due to lower interest expense
resulting from the redemption of $63.5 million, or approximately
74%, of the 9.76% Cumulative Capital Securities (NYSE: BVS) in
December 2003. At March 31, 2004, the Company's total assets were
$368 million compared to $364 million at December 31, 2003.

The Company continues to make progress in resolving the remaining
assets and liabilities from discontinued banking activities.
During the quarter, the Company's investment in operating lease
assets was reduced by $21.6 million primarily as a result of
repayments. Also during the quarter, the Company sold
approximately $5.1 million of its mortgage-backed securities and
received approximately $5.5 million of loan repayments from its
liquidating loan portfolio. At March 31, 2004, the net carrying
value of the Company's remaining investment in loans to be
liquidated totaled $6.8 million compared to $12.1 million at
December 31, 2003.

The Company's total nonperforming assets, net of mark-to-market
valuation adjustments, declined to $5.8 million at March 31, 2004
from $7.1 million at December 31, 2003. The decrease in
nonperforming assets was primarily due to a decline in nonaccruing
asset-based loans and the sale of real estate owned and other
repossessed assets. Total loans delinquent 60 days or more
declined to $652 thousand at March 31, 2004 from $748 thousand at
December 31, 2003.

At March 31, 2004, the Company had deferred tax assets of
approximately $16.5 million, consisting of net deferred tax assets
of $38.0 million less a valuation allowance of $21.5 million.

On March 31, 2004, the Company paid the quarterly dividend due on
the remaining Bay View Capital I Trust, 9.76% Cumulative Capital
Securities outstanding as of March 30, 2004 totaling $0.61 per
Capital Security.

In connection with the liquidation of the assets and satisfaction
of the liabilities of Bay View Bank, N.A., remaining after the
Bank's September 30, 2003 dissolution, the Company anticipates
making a cash distribution of $0.25 per share to common
stockholders at the end of the second quarter of 2004 as
previously indicated. The Company further anticipates continuing
to redeem the Capital Securities through a series of one or more
additional partial redemptions beginning in June 2004.

The Company's Board of Directors has authorized the Company to
seek stockholder approval to authorize an amendment to the
Company's Certificate of Incorporation to effect a 1-for-10
reverse stock split of the issued and outstanding shares of the
Company's common stock in the second quarter of 2004. If approved
by the Company's stockholders, a reverse stock split would affect
all shares of common stock, including those shares underlying
stock options and warrants, outstanding immediately prior to the
effective time of the reverse stock split. The Company intends to
file a preliminary proxy statement regarding the reverse stock
split proposal with the Securities and Exchange Commission and
mail a definitive proxy statement regarding this proposal to its
stockholders.

               Bay View Acceptance Corporation

BVAC, a wholly-owned subsidiary of the Company, is a Southern
California-based auto finance company engaged in the indirect
financing of automobile purchases by individuals. BVAC currently
acquires auto installment contracts from over 7,000 manufacturer-
franchised and independent auto dealers in 24 states and has
positioned itself in the market as a premium priced lender for
well-qualified borrowers seeking extended financing terms and
higher advances than those generally offered by traditional
lenders. This strategy has enabled BVAC to establish a loyal
dealership network by satisfying a unique niche within the
indirect auto finance arena, which is not dominated by large
commercial banks and captive finance companies.

BVAC's first quarter 2004 net income was $412 thousand compared to
net income of $586 thousand for the fourth quarter of 2003. The
decrease was primarily the result of higher noninterest expense
and lower noninterest income partially offset by an increase in
net interest income. During the quarter, BVAC sold $5.3 million of
auto installment contracts and received repayments of $22.8
million.

BVAC purchased $69.3 million of auto installment contracts during
the first quarter of 2004, compared to $67.4 million for the prior
quarter. Purchase volume for the first quarter of 2004 consisted
of 2,289 contracts with a weighted-average contract rate of 7.90%
and a weighted-average FICO score of 734; purchase volume for the
fourth quarter of 2003 consisted of 2,292 contracts with a
weighted-average contract rate of 8.03% and a weighted-average
FICO score of 735. At March 31, 2004, BVAC was servicing 29,824
installment contracts representing $560 million compared to 30,800
installment contracts representing $563 million at December 31,
2003.

Bay View Capital Corporation is a financial services company
headquartered in San Mateo, California and is listed on the NYSE:
BVC. For more information, visit http://www.bayviewcapital.com/


BIOGAN INTERNATIONAL: Section 341(a) Meeting Slated for May 20
--------------------------------------------------------------
The United States Trustee will convene a meeting of Biogan
International, Inc.'s creditors at 11:00 a.m., on May 20, 2004 in
Room 2112, 2nd Floor, J. Caleb Boggs Federal Building, 844 North
King Street, Wilmington, Delaware.  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 Toronto, Ontario, Canada, Biogan International,
Inc., explores, selects, smelts and sells mineral products and by-
products.  The Company filed for chapter 11 protection on April
15, 2004 (Bankr. Del. Case No. 04-11156).  Michael R. Nestor,
Esq., at Young Conaway Stargatt & Taylor represent the Debtor in
its restructuring efforts.  When the Company filed for protection
from its creditors, it listed $9,038,612 in total assets and
$8,280,792 in total debts.


BM USA INCORPORATED: Case Summary & 54 Unsecured Creditors
----------------------------------------------------------
Lead Debtor: BM USA Incorporated
             aka Madison Shoe Corporation
             aka Madison Shoe Company LLC
             75 Triangle Boulevard
             Carlstadt, New Jersey 07072

Bankruptcy Case No.: 04-41816

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Donna Magli Texas Inc.                     04-41814
      Uomo Magli Texas Inc.                      04-41815

Type of Business: The Debtor is engaged in the business of
                  crafting shoes that began in Bologna, Italy,
                  in the 1930's in a family-owned and operated
                  basement workshop.

Chapter 11 Petition Date: April 14, 2004

Court: Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtors' Counsels: J. Mark Chevallier, Esq.
                   David L. Woods, Esq.
                   McGuire, Craddock & Strother
                   3550 Lincoln Plaza
                   500 North Akard
                   Dallas, TX 75201
                   Tel: 214-954-6800
                   Fax: 214-954-6868

                             - and -

                   Adam Schaeffer, Esq.
                   John Delnero, Esq.
                   Bell & Boyd & Lloyd, LLC
                   70 West Madison Street, Suite 1700
                   Chicago, IL 60602

                             Estimated Assets   Estimated Debts
                             ----------------   ---------------
BM USA Incorporated          $1 M to $10 M      $50 M to $100 M
Donna Magli Texas Inc.       $1 M to $10 M      $10 M to $50 M
Uomo Magli Texas Inc.        $10 M to $50 M     $10 M to $50 M

A. BM USA Incorporated's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Peter Grueterich              Debt/Employment         $2,000,000
84 Lower Cross Road           Claim
Greenwich, CT 06831

Arredoquattro Industries USA                            $464,246
Inc.
181 Hudson St., #Id
New York, NY 10013

Lawrence Friedland and        Lease                     $106,683
Melvin Friedland

677 Fifth Ave Corp.           Lease                      $91,667

Tisca Tischhauser & Co.                                  $49,730

Sawicki Tarella                                          $46,464

South Coast Plaza             Lease                      $33,113

Short Hills Assocs.           Lease                      $18,511

Bal Harbour Shops             Lease                      $17,864

Jackson Lewis LLP             Services Rendered          $10,554

Otis Elevator Company         Services Rendered           $6,310

Dominick D. Riley Det         Services Rendered           $5,719

Ms. Arredamenti Snc           Services Rendered           $5,382

Champion Transportation       Services Rendered           $2,964
Services

United Parcel Service         Services Rendered           $2,564

Amalgamated Retail Ins        Services Rendered           $2,462

Staples Business Advantage    Debt                          $917

Coastal Cleaning Management   Services Rendered             $689

United Parcel Service         Services Rendered             $659

Bell South                    Services Rendered             $583

B. Donna Magli Texas Inc.'s 14 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Monte Dei Paschi Di Siena     Debt                      $500,000
55 East 59th Street
New York, NY 10022

Banca Nazionale Del Lavoro    Debt                      $200,000

(HFGA) Interdeco Global       Advertising                $96,793
Advertising

Hearst Magazine               Advertising                $68,000

Advance Magazine Group        Advertising                $62,966

In Style Magazine             Advertising                $50,000

Albatrans Inc.                Transoceanic Shipping      $40,652

C & M Media                   Advertising                $11,729

Vitesse Couriers, Ltd.                                      $285

Coffee Distributing Corp.                                   $196

Kabak Enterprises, Inc.                                     $189

Snowbird Corp.                                              $166

All State Private Car And                                   $107
Limo Inc.

At&T                                                         $72

C. Uomo Magli Texas Inc.'s 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Calzaturificio Tiemmeci Srl   Trade                     $415,037
Via Risorgimento, 289
I-51015 Monsummano
Terme(Pistoia) Italy

Calzaturificio Rorrut         Trade                     $363,769
Via Delle Tontanelle, 13
I-63014 Montegranaro
Ap, Italy

Calzaturificio Foreste        Trade                     $203,943

Calz Magrini                  Trade                     $200,358

Manifattura Morandi           Trade                     $167,365

Pellemoda                     Trade                     $148,544

Calz Callegan                 Trade                     $144,983

I Fiorentini Srl              Trade                     $135,451

Albatrans Inc.                Ocean Carrier             $106,366

Calzaturificio Nipmar         Trade                      $83,531

Calzaturificio Mac Barens     Trade                      $67,518

F Lh Vanni                    Trade                      $54,310

Calzaturificio Walles         Trade                      $50,769

Si Ge Di Gelh Simone          Trade                      $48,388

Calzaturificio Sern Td Srl    Trade                      $42,906

Hearst Magazine               Advertising                $34,000

Calz La Trento Di             Trade                      $23,100

Beltrami Emore Snc            Trade                      $22,000

Emar Group Inc.               Insurance Broker           $21,295

Hzolet And Associates, Inc.   Services Rendered          $20,588


BRISTOL CDO: S&P Lowers Class C Rating to BB- & Removes Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B and C notes issued by Bristol CDO I Ltd., a cashflow
arbitrage CDO of ABS/RMBS, and removed them from CreditWatch with
negative implications, where they were placed March 29, 2004. At
the same time, the ratings on the class A-1 and A-2 notes are
affirmed based on the credit enhancement available to support the
notes.

The lowered ratings reflect factors that have negatively affected
the credit enhancement available to support the notes since the
transaction closed in October 2002, primarily a negative migration
in the credit quality of the assets within the collateral pool
(see transaction data).

Standard & Poor's reviewed the results of the current cash flow
runs generated for Bristol CDO I Ltd. to determine the level of
future defaults the rated classes can withstand under various
stressed default timing and interest rate scenarios, while still
paying all of the interest and principal due on the notes. When
the results of these cash flow runs were compared with the
projected default performance of the performing assets in the
collateral pool it was determined that the ratings assigned to the
class B and C notes were no longer consistent with the credit
enhancement available.
     
            Ratings Lowered And Removed Creditwatch Negative

                           Bristol CDO I Ltd.
                                 Rating
                     Class    To         From
                     B        A+         AA/Watch Neg
                     C        BB-        BBB/Watch Neg
    

                           Ratings Affirmed

                           Bristol CDO I Ltd.
                     Class        Rating
                     A-1          AAA
                     A-2          AAA
    

BROADBAND: Debtor Settles Last Remaining Claim Out-of-Court
-----------------------------------------------------------
Broadband Wireless International Corporation (OTC Bulletin Board:
BBAN) announced the out-of-court settlement of the adversarial
proceeding it had brought against William Miertschin. Timothy
Kline of Kline, Kline, Elliott and Bryant represented Broadband.
This was the last remaining issue before the United States
Bankruptcy Court of the Western District of Oklahoma in the
Chapter 11 styled case.

Company Executives called the settlement a further example of the
positive manner in which Broadband is emerging from its bankruptcy
proceedings and moving on to profitability.

      About Broadband Wireless International Corporation

Broadband Wireless International Corporation is a diversified
holdings company moving into a wide variety of investments that
are intended to generate positive cash flow for the corporation
and dividends for the shareholders. The company currently holds
interest in the timber and music industries.


CAPCO AMERICA: Fitch Downgrades Class B-4 to B- & Class B-5 to CC
-----------------------------------------------------------------
Fitch Ratings downgrades CAPCO America Securitization Corp.'s
commercial mortgage pass-through certificates, series 1998-D7 as
follows:

     --$24.9 million class B-4 to 'B-' from 'B';
     --$15.6 million class B-5 to 'CC' from 'CCC'.

Fitch also upgrades the following class:

     --$62.3 million class A-2 to 'AAA' from 'AA+'.

Additionally, the following classes are affirmed by Fitch:

     --$126.9 million class A-1A 'AAA';
     --$632.3 million class A-1B 'AAA';
     --Interest-only class PS-1 'AAA';
     --$68.5 million class A-3 'A+';
     --$59.2 million class A-4 'BBB';
     --$21.8 million class A-5 'BBB-';
     --$31.1 million class B-1 'BB+';
     --$28.0 million class B-2 'BB';
     --$15.6 million class B-3 'BB-'.

The $13.7 million class B-6 and $628 class B-6H certificates are
not rated by Fitch.

The downgrades to classes B-4 and B-5 are attributed to the
anticipated losses on several specially serviced loans. The
upgrade to class A-2 reflects increases in subordination levels
due to loan amortization, payoffs, and defeasance.

Eight loans (4.4%) are currently being specially serviced by
Lennar Partners, Inc., seven (4.1%) of which Fitch expects to
result in losses to the certificates leaving minimal credit
support to class B-4, and may possibly affect class B-5.

The largest specially serviced loan (1.1%), 6400 Shafer Court, is
secured by an office property located in Rosemont, IL. The
property is 52% occupied. The second largest specially serviced
loan (0.9%), Pointe West, is secured by a 48% occupied office
property located in Dayton, OH. The special servicer is currently
working with the borrowers for both loans to determine workout
options.

As of the April 2004 distribution date, the pool's aggregate
certificate balance has been reduced by 11.7% to $1.10 billion
from $1.25 billion at issuance. Nine loans (4.7%) have been
defeased, including The Banyan Pool I loan (3.0%).


CASCADES INC: Vice President & CFO Andre Belzile Says Goodbye
-------------------------------------------------------------
Cascades Inc. announces that Mr. Andre Belzile, Vice President and
Chief Financial Officer, will be leaving the company in the coming
weeks. The exact date of Mr. Belzile's departure has not yet been
determined.

In commenting on this event, Mr. Alain Lemaire, President and
Chief Executive Officer stated: "After 17 years with our company,
and the last eleven years as CFO, Mr. Belzile has decided to seek
new opportunites elsewhere. We wish to thank Mr. Belzile for his
valuable contribution to Cascades over the years and we wish him
every success in his new endeavours." The search for Mr. Belzile's
replacement will begin immediately and an announcement will be
made as soon as his successor has been chosen.

Cascades is a leader in the manufacturing of packaging products,
tissue paper and specialized fine papers. Internationally,
Cascades employs 15,000 people and operates close to 150 modern
and versatile operating units located in Canada, the United
States, France, England, Germany and Sweden. Cascades recycles
more than two million tons of paper and board annually, supplying
the majority of its fibre requirements. Leading edge de-inking
technology, sustained research and development, and 40 years in
recycling are all distinctive strengths that enable Cascades to
manufacture innovative value-added products. Cascades' common
shares are traded on the Toronto Stock Exchange under the ticker
symbol CAS.

                           *   *   *

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

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


CHASE MORTGAGE: Fitch Rates 2 Classes at Low-B Levels
-----------------------------------------------------
Chase Mortgage Finance Trust's $291.5 million mortgage pass-
through certificates, series 2004-S4 classes A-1 through A-7, A-P,
A-X and A-R (senior certificates) are rated 'AAA' by Fitch.

In addition, the class M certificates ($4.1 million) are rated
'AA', the class B-1 certificates ($1.8 million) are rated 'A', the
class B-2 certificates ($1.1 million) are rated 'BBB', the
privately offered class B-3 certificates ($0.6 million) are rated
'BB', the privately offered class B-4 certificates ($0.5 million)
are rated 'B' and the privately offered class B-5 ($0.6 million)
certificates are not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 2.85%
subordination provided by the 1.35% class M, the 0.60% class B-1,
the 0.35% class B-2, the 0.20% privately offered class B-3, the
0.15% privately offered class B-4 and the 0.20% privately offered
class B-5 certificate. Fitch believes the above credit enhancement
will be adequate to support mortgagor defaults as well as
bankruptcy, fraud and special hazard losses in limited amounts. In
addition, the ratings also reflect the quality of the underlying
mortgage collateral, strength of the legal and financial
structures and the primary servicing capabilities of Chase
Manhattan Mortgage Corporation (Chase) (rated 'RPS1' by Fitch).

The trust consists of 612 one- to four-family first-lien
residential mortgage loans with stated maturity of not more than
30 years with an aggregate principal balance of $300,007,002, as
of the cut-off date, April 1, 2004. The mortgage pool has a
weighted average OLTV of 68.96% with a weighted average mortgage
rate of 5.904%. The weighted-average FICO score of the loans is
723. Loans originated under a reduced loan documentation program
account for approximately 5.4% of the pool, cash-out refinance
loans 22.3%, purchase loans 41.5%, condominium properties are
5.6%, co-ops are 4.5%, and second homes 4.2%. The average loan
balance is $490,208 and the loans are primarily concentrated in
California (39.7%), New York (16.3%) and Florida (7.3%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

Wachovia Bank, N.A. will serve as trustee. Chase Mortgage Finance
Corporation, a special purpose corporation, deposited the loans in
the trust which issued the certificates. For federal income tax
purposes, an election will be made to treat the trust fund as
multiple real estate mortgage investment conduits (REMICs).


COVANTA: Liquidating Trustee Issues First Post-Confirmation Report
------------------------------------------------------------------
James N. Lawlor, a partner at Wollmuth Maher & Deutsch, LLP, in
Newark, New Jersey, is the trustee of the Ogden Liquidating
Trust.  On April 19, 2004, Mr. Lawlor delivered to Judge
Blackshear his first post-confirmation report for the Liquidating
Trust.

Since March 5, 2004, in connection with the consummation of the
Second Liquidation Plan, Mr. Lawlor has:

   (a) obtained a bond and filed proof of bond with the Court;

   (b) retained counsel and accountants to assist in the
       liquidation and dissolution of the Liquidating Debtors, as
       required in the Second Liquidation Plan;

   (c) met with personnel for the Reorganized Debtors to obtain
       records, documents and other information regarding, inter
       alia, the location, value and status of all residual
       assets;

   (d) authorized the release of funds to Credit Suisse First
       Boston of amounts due and owing pursuant to the
       Nederlander Exclusive Booking Agreement and the Court-
       approved Anaheim Arena Termination Agreement; and

   (e) reviewed, together with his counsel, and responded to
       written and telephonic inquiries regarding pending
       litigation involving one or more of the Liquidating
       Debtors and undertook various administrative matters

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)   


CWMBS: Fitch Takes Various Rating Actions on RMB Securitizations  
----------------------------------------------------------------
Fitch Ratings has upgraded five, affirmed twelve, downgraded five
and placed one class on Rating Watch Negative from the following
CWMBS (Countrywide Home Loans), Inc. residential mortgage-backed
certificates:

   Series 2000-4 (Alt 2000-1)

     --Class A affirmed at 'AAA';
     --Class M affirmed at 'AAA';
     --Class B1 upgraded to 'AA' from 'A';
     --Class B2 rated 'BBB,' placed on Rating Watch Negative;
     --Class B3 downgraded to 'CCC' from 'B-.'

   Series 2001-3 (Alt 2001-2)

     --Class A affirmed at 'AAA';
     --Class M upgraded to 'AAA' from 'AA+';
     --Class B1 upgraded to 'AA-' from 'A';
     --Class B2 affirmed at 'BBB';
     --Class B3 downgraded to 'B' from 'BB' and removed from
       Rating Watch Negative;
     --Class B4 downgraded to 'C' from 'B' and removed from Rating
       Watch Negative.

   Series 2001-8 (Alt 2001-5)

     --Class A affirmed at 'AAA';
     --Class M affirmed at 'AAA';
     --Class B1 upgraded to 'AA' from 'A+';
     --Class B2 affirmed at 'BBB';
     --Class B3 downgraded to 'B' from 'BB' and removed from  
       Rating Watch Negative;
     --Class B4 downgraded to 'C' from 'CC'.

   Series 2001-27 (Alt 2001-12) --Class A affirmed at 'AAA';

     --Class M affirmed at 'AAA';
     --Class B1 upgraded to 'AA+' from 'AA-';
     --Class B2 affirmed at 'BBB';
     --Class B3 affirmed at 'BB';
     --Class B4 affirmed at 'B' and removed from Rating Watch
       Negative.

The upgrades reflect an increase in credit enhancement relative to
future loss expectations, while the affirmations reflect credit
enhancement consistent with future loss expectations.

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


DELTA FINANCIAL: Files Shelf Registration on Form S-2 with SEC
--------------------------------------------------------------
Delta Financial Corporation (Amex: DFC) announced that it has
filed a shelf registration on Form S-2 with the Securities and
Exchange Commission. The Company previously announced, in March
2004, that it intended to file a registration statement. The shelf
registration contemplates the sale of the Company's Common Stock,
par value $.01 per share, in one or more underwritten offerings.
The terms of any such future offerings would be determined at the
time of the offering.

A registration statement relating to these securities has been
filed with the Securities and Exchange Commission, but has not yet
become effective. These securities may not be sold nor may offers
to buy be accepted prior to the time the registration statement
becomes effective.

                     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."


DEUTSCHE MORTGAGE: Fitch Affirms Low-B Ratings on 4 1999-1 Classes
------------------------------------------------------------------
Deutsche Mortgage & Asset Receiving Corp.'s commercial mortgage
pass-through certificates, COMM 1999-1, are upgraded by Fitch
Ratings as follows:

     --$62.3 million class B to 'AAA' from 'AA';
     --$22.9 million class C to 'AAA' from AA;
     --$62.3 million class D to 'AA-' from 'A';
     --$81.9 million class E to 'BBB+' from 'BBB'.
     
In addition, Fitch affirms the following classes:

     --$76.6 million class A-1 at 'AAA';
     --$723.2 million class A-2 at 'AAA';
     --Interest-only class X at 'AAA';
     --$19.7 million class F at 'BBB-';
     --$68.8 million class G at 'BB';
     --$13.1 million class H at 'BB-';
     --$26.2 million class J at 'B';
     --$19.7 million class K at 'B-'.

Fitch does not rate the $28.9 million class L certificates.

The upgrades are due to an increase in credit enhancement since
issuance and levels which are in line with the subordination
levels of deals issued on April 27, 2004 have similar
characteristics. As of the April 2004 distribution date, the
pool's aggregate certificate balance has been reduced by
approximately 8%, to $1.21 billion from $1.31 billion at issuance.

There are currently nine loans (5.9%) in special servicing. Of the
loans in special servicing, three are real estate owned (REO), one
is 90+ days delinquent, one is 60 days delinquent and four are
current.

The largest specially serviced loan is the Prime Care Six
portfolio (2.3%) of healthcare properties located in Missouri. Per
the special servicer, the decreased debt-service coverage ratio
(DSCR) has triggered a clause in the Loan Documents allowing the
Lender to capture the property's cash flow through a lock-box. The
special servicer has not initiated the lock-box but threatened to
do so and the borrower offered the keys to the property if it was
initiated. In addition, the borrower has been unable to renew
their existing liability insurance policy or obtain a new one.

The second largest specially serviced loan is the Grand Tri-State
Corporate Center (1.3%) located in Gurnee, Illinois. Two of the
four office buildings securing the loan are vacant. In February
2004 a receiver was put in place at the property and foreclosure
is imminent. Losses are expected.

Fitch applied various hypothetical stress scenarios taking into
consideration all of the above concerns. Even under these stress
scenarios, the resulting subordination levels were sufficient to
upgrade the designated classes.


DIVERSIFIED ASSET: Fitch Downgrades $18M Class B-1L Notes to BB+
----------------------------------------------------------------
Fitch Ratings downgrades four classes of notes issued by
Diversified Asset Securitization Holdings III, L.P. (DASH III).
The following rating actions are effective immediately:

--$211,241,765 Class A-1L Notes downgraded to 'AA+' from 'AAA';
--$68,776,389 Class A-2 Notes downgraded to 'AA+' from 'AAA';
--$30,000,000 Class A-3L Notes downgraded to 'A-' from 'AA';
--$18,500,000 Class B-1L Notes downgraded to 'BB+' from 'BBB'.

The ratings of the class A-1L, class A-2, and class A-3L notes
address the likelihood that investors will receive full and timely
payments of interest, as per the governing documents, as well as
the stated balance of principal by the legal final maturity date.
The rating of the class B-1L notes addresses the likelihood that
investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date. DASH III is
a collateralized debt obligation (CDO) that was originated and
managed by Asset Allocation & Management, LLC (AAMCO) in June
2001. TCW Asset Management Co. (TCW) became the substitute asset
manager for AAMCO in October 2002. DASH III is composed of
approximately 56% RMBS, 18% CMBS, 25% ABS and 1% CDOs. Included in
this review, Fitch Ratings discussed the current state of the
portfolio with the asset manager and their portfolio management
strategy going forward. In addition, Fitch Ratings conducted cash
flow modeling utilizing various default timing and interest rate
scenarios.

Since TCW became the asset manager for the transaction in October
2002 the class A overcollateralization ratio and class B
overcollateralization ratio have increased from 110.46% and
104.24% as of October 28, 2002 to 110.98% and 104.65% as of March
29, 2004. The weighted average coupon and weighted average spread
have increased from 7.50% and 2.08% on October 28, 2002 to 7.78%
and 2.99% currently. Conversely, the weighted average rating
factor has increased from 22 (BBB-/BB+) to 28 (BBB-/BB+). Assets
rated 'BB+' or lower represented approximately 28.0% as of October
28, 2002, and increased to 37.2% as of the most recent trustee
report. Defaulted assets represented 3.16% of the $342.4 million
of total collateral excluding eligible investments for
reinvestment.

DASH III continues to fail its Additional Collateral Deposit
Requirement as measured by the trustee. Failure of this
requirement diverts excess spread from paying the subordinate
manager fee and equity holders to reinvestment in additional
collateral during the reinvestment period. DASH III will remain in
its reinvestment period through its July 2005 payment date.

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates going forward relative to the minimum cumulative
default rates required for the rated liabilities. As a result of
this analysis, Fitch has determined that the current ratings
assigned to the class A-1L, A-2, A-3L and B-1L notes no longer
reflect the current risk to noteholders.

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


DOMAN INDUSTRIES: Agrees with Unsecured Noteholders on CCAA Plan
----------------------------------------------------------------
Doman Industries Limited announced that the Company has reached an
agreement in principle with certain unsecured noteholders to
support the plan of compromise and arrangement, submitted to the
Court in connection with proceedings under the Companies'
Creditors Arrangement Act by the Unsecured Noteholder Group,
subject to certain modifications, including the provision of
equity participation for existing shareholders in the form of
warrants.

As previously announced, on April 6, 2004 the Court adjourned the
application made by the Unsecured Noteholder Group to move forward
with the Unsecured Noteholder Plan until April 30, 2004. Under
that order the Company has until April 30, 2004 to file its own
plan. Since then the Company and its advisors have reviewed the
letter of intent received from Ableco Finance LLC and the proposal
submitted by The Catalyst Capital Group Inc. and have discussed
these proposals with the Unsecured Noteholder Group. The Company
has been advised that the Unsecured Noteholder Group have
considered the two proposals and that they and a significant
number of other unsecured noteholders have rejected them in favour
of the Unsecured Noteholder Plan. Accordingly, the Board has
concluded that there is no support from the Unsecured Noteholder
Group and insufficient support from the unsecured creditors to
pursue any restructuring alternatives other than the Unsecured
Noteholder Plan.

A copy of the Unsecured Noteholder Plan submitted to the Court is
available on the Company's website at http://www.domans.com/under  
the 19th Monitor's Report.

As noted above, the Unsecured Noteholder Plan would be modified to
make provision for the issuance to existing shareholders of Doman
three tranches of warrants of Lumberco (the post restructured
entity that would operate the solid wood business of Doman and
operate indirectly through a wholly owned subsidiary the pulp
assets of Doman other than Port Alice). These warrants would be
non-transferable and have a five year term. They would be
exercisable for 10% of the fully-diluted shares of Lumberco on the
following basis:

    Tranche 1 Warrants
    ------------------

        -  2% of the fully-diluted shares of Lumberco

        -  exercisable at enterprise value (long-term debt and
           market value of equity) of $700 million

    Tranche 2 Warrants
    ------------------

        -  3% of the fully-diluted shares of Lumberco

        -  exercisable at enterprise value of $950 million

    Tranche 3 Warrants
    ------------------

        -  5% of fully-diluted shares of Lumberco

        -  exercisable at enterprise value of $1.15 billion

Lumberco will also be entitled to give a 30-day notice of
termination with respect to any tranche of warrants if, during a
20-day trading period ending prior to the fifth business day prior
to the date of such notice, the shares of Lumberco trade at a
weighted average price per share that is more than 125% of the
exercise price of such tranche. In addition, the warrants
will expire upon any amalgamation or similar business combination
that results in the shareholders of Lumberco owning less than 80%
of the issued and outstanding equity shares of the continuing
entity.

The modified Unsecured Noteholder Plan will provide for 55% of the
warrants to be allocated to holders of the Class A Preferred
Shares and 45% of the warrants to be allocated to holders of the
Class A Common Shares and Class B Non-Voting Shares (with each
share of each Class A Common Shares and Class B Non-Voting Shares
having the same pro rata entitlement to the warrants). The
provision of the warrants to the shareholders will be subject to
obtaining a Court order to the effect that any disputes relating
to the warrants, including, without limitation, disputes as to the
allocation of the warrants as between the three classes of
shareholders, will have no effect upon the sanctioning of the
Unsecured Noteholder Plan and will not be permitted to interfere
or delay the timetable for approval, sanctioning and
implementation of the Unsecured Noteholder Plan.

As previously announced, the April 6, 2004 Court order does not
preclude the Company from seeking purchasers for Port Alice and
the Company's efforts to identify a purchaser for Port Alice are
continuing. However, as part of the agreement in principle, the
Company has agreed not to seek a Court order extending the May 11,
2004 shut down date of the Port Alice Mill without the concurrence
of the Unsecured Noteholder Group.

                       About Doman

Doman is an integrated Canadian forest products company and the
second largest coastal woodland operator in British Columbia.
Principal activities include timber harvesting, reforestation,
sawmilling logs into lumber and wood chips, value-added
remanufacturing and producing dissolving sulphite pulp and
NBSK pulp. All the Company's operations, employees and corporate
facilities are located in the coastal region of British Columbia
and its products are sold in 30 countries worldwide.


DYNEGY: Sells 16% Interest in Indian Basin Plant for $48 Million
----------------------------------------------------------------
Dynegy Inc. (NYSE:DYN)announced that it has sold its 16 percent
interest in the Indian Basin Gas Processing Plant in Eddy County,
New Mexico, to a private investor. Proceeds generated by the sale
are approximately $48 million, which will result in a pre-tax gain
of approximately $36 million.

"Our strategy is to take advantage of opportunities like this to
help the company further reduce outstanding debt and sharpen our
focus on our core operations," said Bruce A. Williamson, president
and chief executive officer of Dynegy Inc. "The sale of Indian
Basin is consistent with our previously announced plans to divest
non-strategic assets in which we own a minority interest. In
addition, this transaction reflects the value strategic investors
see in natural gas midstream assets."

Williamson said Dynegy remains committed to its natural gas
liquids business, which is engaged in the gathering and processing
of natural gas and the fractionation, storage, transportation and
marketing of natural gas liquids. Key business hubs include the
high-growth gas exploration and production areas of North Texas
and the Louisiana Gulf Coast and the mature Permian Basin of West
Texas and Southeast New Mexico. Natural gas liquids' fractionation
and storage assets are located in Mont Belvieu, Texas, and Lake
Charles, Louisiana.

Dynegy Inc. (S&P, B Corporate Credit Rating, Negative) provides
electricity, natural gas and natural gas liquids to customers
throughout the United States. Through its energy businesses, the
company owns and operates a diverse portfolio of assets, including
power plants totaling more than 12,700 megawatts of net generating
capacity, gas processing plants that process approximately 1.8
billion cubic feet of natural gas per day and nearly 38,000 miles
of electric transmission and distribution lines.


ENRON: Portland General Retirees Want Separate Creditors' Panel
---------------------------------------------------------------
Grieg Anderson, Donald F. Kielblock and Alvin Alexanderson, on
behalf of 56 other retirees of Portland General Holdings, Inc.,
ask Judge Gonzalez to:

   (i) determine that the PGH creditors are not adequately
       represented and require the U.S. Trustee to name a
       separate PGH Official Committee of Unsecured Creditors;

  (ii) authorize the newly established PGH Committee to
       commence appropriate proceedings to recharacterize or
       subordinate the insider claims by Enron Corporation, or
       in the alternative, authorize them to challenge the
       insider claims;

(iii) require the Debtors to provide information and
       documentation the PGH Retirees sought for months,
       examination to take place in Portland, Oregon, and to
       include PGH former accounting staff and management
       knowledgeable about the insider claims, the reason for
       the PGH petition and other pertinent subject matter; and

  (iv) grant extensions to procedural deadlines for filing a
       complaint to deny discharge and subordination or
       reclassification proceedings against insider claims.

The PGH Retirees inform the Court that they have claims for
retirement benefits against PGH, arising from non-qualified
benefit plans.  The claims total between $17 million and $34
million depending on whether the benefit plans are assumed or
rejected, whether the claims are dischargeable in bankruptcy, and
whether the plan obligations are performed over time or in a lump
sum.

The PGH Retirees have no representative status as to other
creditors and appear to the Court separately and individually
solely to protect their own claims.

According to the PGH Retirees, they have spent hundreds of hours
working on PGH issues since PGH's Petition Date.  The effort
includes extensive communications and meetings with the Debtors
and the Creditors Committee's counsel, who likewise have devoted
considerable resources to these discussions.  Though significant
progress has been made, agreement is not finalized and the talks
may be overtaken by various procedural deadlines.  In case
negotiations fail or are incomplete, or if negotiated
preconditions do not occur, the PGH Retirees want to insure that
they can still seek an adjudication that their claims must be
honored in full, ahead of Enron's insider claims.  PGH Retirees
want to ensure that they will not be prejudiced by continuing to
devote time and effort to the settlement.

The PGH Retirees relate that extensive research has not disclosed
another case where the creditors are insiders and retirement plan
beneficiaries.  This unusual circumstance co-exists with another
rare situation and it will be seen that one explains the other.  
The retirement obligations are backed by an overfunded trust held
by a third party.  The terms of the trust do not permit PGH to
access the funds until after all the retirees are paid in full,
many years from now.  In the Debtors' terminology, they want to
see the trust "broken" so they can gain early access to the
funds.  Currently, the trustee has stopped paying benefits and
awaits instructions from the Court.

The facts raise these issues:

   -- Whether the Enron claim is a valid debt at all, or arose
      out of a capital advance that should be recharterized as
      equity;

   -- Whether the insider claims should be equitably
      subordinated to the retirement accounts;

   -- Whether the Debtors' conduct makes the debts non-
      dischargeable; and

   -- Whether the Debtors have met the good faith standard for
      obtaining any relief.

The PGH Retirees explain that just prior to PGH's Petition Date,
Enron, while in control of PGH, suddenly emerged as its largest
single claimant.  Until its filing in June 2003, PGH was able to
pay its non-insider debts on time.  The third party trustee was
paying some Retiree benefits on time and was retaining some
scheduled payments in the trust.  Except for unliquidated claims
by taxing authorities and the PBGC, the only scheduled claims
against PGH are those of Retirees and insiders.  There are no
secured creditors.  All the then-current employees and
contractors had been paid and no trade or other supplier,
professional, insurer or any other creditor is scheduled as
unsatisfied.

Days prior to its Chapter 11 filing, PGH terminated its long-term
employees and contractors and substituted Enron personnel.  A
wall of secrecy was erected around the insider claims including
confidential order obtained from the Oregon PUC and instructions
from Enron and its counsel to persons familiar with the insider
transactions to not reveal their knowledge.  The PGH Retirees
will try to pry out the rest of the facts.

The PGH Retirees point out that pursuant to their substantive
rights under bankruptcy law, they must be adequately represented,
have access to the Debtors' full disclosure and have a full and
fair opportunity to assert and prove that their Claims should be
honored ahead of insider claims.

The PGH Retirees have asked the U.S. Trustee several times to
appoint a separate PGH creditors committee.  On September 4,
2003, through its Third Amendment, the U.S. Trustee formally
appointed the Enron Corp. Committee to represent PGH creditors
along with creditors of all other Debtors.  On September 10,
2003, the U.S. Trustee declined the PGH Retirees' request for a
separate committee, explaining that the existing committees were
adequate.  The PGH Retirees again wrote on October 13, 2003,
supplying new information about the insider claims.  The U.S.
Trustee has not acted on the second letter yet.

The PGH Retirees contend that it is only fair that a separate PGH
creditors committee be formed because:

   (a) no person on the Enron Creditors Committee is a creditor
       of PGH and each has a pecuniary interest in defeating
       claims of the PGH creditors because they want to maximize
       the Enron estate, which stands, as equity owner, to
       inherit the remains of PGH after the Retirees are paid;

   (b) since the Debtors' Plan of Reorganization does not
       substantially consolidate the Debtors and expressly
       excludes PGH from the "hypothetical" substantive
       consolidation compromise, the Enron Creditors Committee
       lacks qualifying interest in a successful PGH
       reorganization and, therefore, cannot serve as the PGH
       committee;

   (c) representation is not available from the Employee-Related
       Issues Committee as its limited charter Order does not
       authorize it to represent Retirees' claims or those of
       PGH creditors generally;

   (d) there is no effective alternative means to challenge
       Enron's control over PGH, the placement of new purported
       debt on its books or the validity of Enron's huge new
       claims; and

   (e) there will be an utter failure of due process if
       Retirees' claims are diluted.

            Authority to Challenge the Insider Claims

If the Court determines that a separate committee is not
warranted, the PGH Retirees assert that they should be allowed to
act in place of the Debtors and the Enron Creditors Committee.  
In re: Exide Tech, Inc., 299 B.R. 732, a "debtor will not sue its
own parent and would not even be a proper plaintiff in such a
case."  Thus, the conflicts and legal disabilities borne by PGH
and its counsel compel their disqualification and replacement by
representatives not so controlled or disabled.

The PGH Retirees does not ask the Court to determine the merits
of re-characterizing or subordinating Enron's insider claims.  
The PGH Retirees do not have all the facts and are seeking an
order requiring the Debtors to respond to questions about the
claim.  However, the PGH Retirees do have information that
approximately $27 million of the claim arose from a classic
capital advance, one that was not intended or contemporaneously
documented as a loan.  The advance could not have been repaid at
the time and there was no contemporaneous intention on either
side that there would ever be any repayment.  The advance was in
the form of life insurance policies that were immediately placed
in trust for Retirees, where they were not available to pay
general creditors.  There was no fixed term or payment schedule
and no repayments were ever made.

The purported loan did not appear on PGH books in April 2002 but
was recorded as a PGH obligation to Enron by early 2003.  Enron
paid nothing for the right to assert the claim.  Rather, Enron
acquired a "receivable" in the form of a July 2002 dividend from
Portland General Electric Company several years after the capital
advance.  The "receivable" came to the attention of PGE's
auditors because there had been no progress payments and there
was no apparent ability or intent to pay on the part of the
Debtor.  What the auditors were saying is: "This so called loan
is not a good asset; therefore a reserve should be taken."  
Furthermore, prior to 2003, the payable appears to have been
recorded on the books of PGH II, a non-debtor subsidiary of PGH.

The facts also support subordination under Section 510(c) of the
Bankruptcy Code.  There is no basis in equity to place Enron's
claim, arising from a 1997 capital advance, on a par with the
hard-earned deferred compensation and retirement savings of the
PGH Retirees.  This is especially true where Enron acquired the
claim for nothing and, by pressing it against PGH, created the
purported insolvency behind PGH's bankruptcy petition.  "The
petition, of course, was filed at Enron's direction," the PGH
Retirees state.

            Providing Information on the Insider Claims

A fundamental equitable principle of bankruptcy, long predating
the Code, is that protection from creditors requires the debtor
to explain why it cannot pay its debts.  PGH must have clean
hands and be open and complete in documenting and explaining its
predicament to creditors, usually through the Section 341 meeting
or the Debtors' examination.  

The PGH Retirees note that this has not occurred.  Instead, there
is a history of actions by the Debtors to prevent Retirees from
learning or documenting the facts.  One of the PGH Retirees
attended PGH's examination and was allowed to ask a few
questions.  Unfortunately, the questioner had to travel from
Portland, Oregon, where the answers and records are located, to
New York where the person chosen to speak for PGH was new to the
company and had neither records nor answers to most of the
questions.  

The 341 meeting, on the other hand, was adjourned and has not
been reconvened.  The notice of the 341 meeting invited questions
by e-mail.  Thus, after the initial meeting on November 24, 2003,
the PGH Retirees put their detailed questions in writing and e-
mailed them to PGH's counsel.  There has been no reply.  The
questions seek the most basic information about the origin of the
insider debt, what documentation exists, when the entries were
made, in what amounts, on the books of what company, etc.

The PGH Retirees have been diligent, even persistent, and are yet
to receive the requested disclosure required in the PGH
examination.  The scope of the requested examination is defined
subject matter addressed in the written questions submitted on
November 24, 2003, the place of examination is Portland, Oregon,
and the persons to be examined are Jim Piro, former PGH CFO; and
accounting personnel James Lobdel, Kirk Stevens and Joe Feltz.

                      Procedural Deadlines

Pursuant to Rule 4004(b) of the Federal Rules of Bankruptcy
Procedure, the PGH Retirees ask the Court to extend the time for
filing a complaint objecting to discharge to July 19, 2004.  The
current deadline is April 20, 2004.  The extension is needed
since the PGH Retirees are not currently prepared to file a
timely complaint even though they now believe there is good cause
for it since:

   (a) the Debtors have not voluntarily disclosed information
       related to their insider claims; and

   (b) both the Debtors and the PGH Retirees have been engaged
       in productive discussions. (Enron Bankruptcy News, Issue
       No. 105; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FA PROPERTIES CORP: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: F.A. Properties Corporation
        P.O. Box 3802
        Philadelphia, Pennsylvania 19146

Bankruptcy Case No.: 04-15577

Chapter 11 Petition Date: April 20, 2004

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Diane W. Sigmund

Debtor's Counsel: Jerome H. Lacheen, Esq.
                  Lacheen & Lacheen
                  4006 Kensington Avenue
                  Philadelphia, PA 19124
                  Tel: 215-535-5800

Estimated Assets: $1 Million to $10 Million

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

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


FEATHERLITE INC: First Quarter Results Enter Positive Zone
----------------------------------------------------------
Featherlite, Inc. (Nasdaq:FTHR), a leading manufacturer and
marketer of specialty aluminum trailers, transporters and luxury
motorcoaches, reported net income of $1.2 million, or $0.16 cents
per diluted share, on sales of $56.4 million for the first quarter
ended March 31, 2004. This compares with a net loss of $677,000,
or $(0.10) cents per diluted share, on sales of $41.7 million in
the first quarter last year. The consolidated net sales for the
first quarter of 2004 represent a 35 percent increase over the
same period last year. Sales increased in both the specialty
trailer and transporter segment and the coach segment by 32% and
39%, respectively, over the same period last year.

"We are pleased with Featherlite, Inc.'s strong performance in the
1st quarter," Conrad Clement, Featherlite President and CEO, said.
"The improved results were due primarily to higher gross margins
we realized both from increased unit sales volume and average
gross margins per unit sold. The results also reflect improved
efficiencies because of the increased volume.

"Also, I am pleased to report that Featherlite has made
significant progress financially during the past two years.
Because of this, our lenders have amended certain of our financial
debt covenants providing the Company with greater operating
flexibility. As a result of the Company's improved operating
results and the amended financial debt covenants, the 'going
concern' paragraph included in the independent auditors' report on
our financial statements for the fiscal years ended December 31,
2001 and 2002 has been eliminated as of December 31, 2003. Our
auditors, Deloitte and Touche LLP, expressed an unqualified
opinion on the Company's December 31, 2003 financial statements.
We feel this is very important to Featherlite, as well as its
dealers, customers, vendors and shareholders," Clement said.

At March 31, 2004, confirmed consolidated order backlog levels
were 36% greater than at March 31, 2003. According to Clement, the
Company remains optimistic about the rate of sales growth in 2004,
expecting continuing revenue gains as the national economy and
consumer confidence improves.

                     About Featherlite

Featherlite, Inc., is an innovative leader in designing,
manufacturing and marketing high quality aluminum specialty
trailers, transporters and luxury motorcoaches. With more that 75
percent of its business in the leisure, recreation and
entertainment categories, Featherlite has highly diversified
product lines offering hundreds of standard model and custom-
designed aluminum specialty trailers, specialized transporters,
mobile marketing trailers and luxury motorcoaches.


  
FEDERAL-MOGUL: First Quarter 2004 Net Loss Tops $20 Million
-----------------------------------------------------------
Federal-Mogul Corporation (OTC Bulletin Board: FDMLQ) reported its
financial results for the three months ended March 31, 2004.

              Financial Results for the Three Months
                        Ended March 31, 2004

Federal-Mogul reported first quarter 2004 sales from continuing
operations of $1,553 million, an increase of $186 million when
compared to sales from continuing operations of $1,367 million for
the same period in 2003.  Sales from continuing operations were
favorably impacted by $100 million of foreign currency
translation, higher Original Equipment volumes reflecting vehicle
production in both North America and Europe and market share
performance in both the Original Equipment and Aftermarket
channels.  Customer price reductions and business interruption
resulting from a fire at the Company's Smithville, TN aftermarket
distribution facility partially offset favorable sales volumes.

During this same period, gross margin increased by $24 million or
9%.  Gross margin was favorably impacted by $17 million of foreign
currency translation, increased sales volumes and continued net
productivity resulting from the Company's cost reduction and
restructuring activities.  Customer price reductions and the
adverse impact of the business interruption resulting from a fire
at the Company's Smithville, TN aftermarket distribution facility
offset these positive factors.

The Company reported a net loss from continuing operations of $20
million during the first quarter of 2004, an improvement of $17
million when compared to a net loss from continuing operations of
$37 million for the same period in 2003.  Including the favorable
impact of increased gross margin, this improvement reflects
increased equity earnings performance of the Company's affiliates
and lower Chapter 11 and interest expenses.  Selling, general and
administrative costs, while remaining consistent as a percentage
of sales, increased by $18 million primarily due to foreign
currency translation.

The Company continued to generate positive cash from operating
activities during the first quarter of 2004, providing $119
million for the period.  Included within this amount is $35
million of advance insurance proceeds related to the Smithville,
TN fire.

"We continue to focus on improving our operating performance
through achieving greater efficiencies in our manufacturing
operations while providing our customers with industry leading
service," said Chip McClure, chief executive officer and
president.  "We believe this focus, combined with our product
leadership and technical capabilities, positions us well for the
future."

              Smithville, TN Distribution Center Fire

On March 5, 2004, a fire at the Company's Smithville, TN
aftermarket distribution facility resulted in the loss of
substantially all of the facility's equipment and inventory.  In
addition to other coverage, the Company's insurance policies
provide for replacement of damaged property, sales value of
destroyed inventory, reimbursement for losses due to interruption
of business operations, and reimbursement of expenditures
incurred to restore operations.  The Company expects costs
incurred as a result of this fire to be covered by such insurance
policies.  Accordingly, the results of operations have not and
should not be adversely affected by this event.

The 244,000 square foot Smithville facility was the principal
distribution center for Moog and TRW chassis aftermarket products
in the United States.  The distribution operations at the
Smithville facility were temporarily suspended until operations
commenced at an alternate facility in Smyrna, TN on March 12,
2004.

"We are thankful that no employees were injured as a result of the
Smithville fire and are pleased with our efforts to restore
operations and to continue delivery of superior quality and
customer satisfaction despite these unfortunate circumstances,"
said Chip McClure.

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)


FIBERMARK: Obtains Final Court Nod on $30 Million DIP Financing
---------------------------------------------------------------
FiberMark, Inc. (OTC Bulletin Board: FMKIQ) announced that Judge
Colleen A. Brown of the U.S. Bankruptcy Court for the District of
Vermont has given final approval for its $30 million debtor-in-
possession (DIP) credit facility through GE Commercial Finance and
for all of the company's first-day motions in connection with its
previously announced chapter 11 filing on March 30, 2004. The
first-day orders issued by Judge Brown will enable FiberMark to
continue normal operations during the reorganization process. The
company currently has no cash drawn under the DIP facility.

"The granting of final approval of our first-day motions by Judge
Brown is a vital step in our financial reorganization progress,"
said Alex Kwader, chairman and chief executive officer. "With
final approval of the DIP and of our first-day motions, we can
continue to provide our employees with pay and benefits, meet our
post-petition commitments to vendors and operate normally as we
have since the restructuring announcement. This DIP facility,
together with our cash flow from operations, provides important
reassurance to our customers and vendors throughout the
reorganization process."

The company expects to report its financial results and to file
its Form 10Q for the first quarter of 2004 no later than May 15.
The company does not plan a conference call, but will be providing
monthly reports to the court as part of the restructuring process,
beginning May 30.

FiberMark, headquartered in Brattleboro, Vt., is a leading
producer of specialty fiber-based materials meeting industrial and
consumer needs worldwide, operating 11 facilities in the eastern
United States and Europe. Products include filter media for
transportation and vacuum cleaner bags; base materials for
specialty tapes, electrical and graphic arts applications;
wallpaper, building materials and sandpaper; and cover/decorative
materials for office and school supplies, publishing, printing and
premium packaging.


FINOVA GROUP: Reports $1.2 Billion Asset Shortfall
--------------------------------------------------
With the repayment of the Berkadia loan, The FINOVA Group, Inc.,
is left with about $3,000,000,000 in debt owed to the holders of
7.5% Senior Secured Notes Due 2009 with Contingent Interest Due
2016.  However, FINOVA's assets are well below that amount.

At December 31, 2003, FINOVA had over $3,500,000,000 in senior
debt, including $525,000,000 owed to Berkadia, and $2,300,000,000
in total assets -- $800,000,000 cash and about $1,500,000,000 net
financial assets.  As a result, FINOVA has approximately
$1,200,000,000 shortfall of assets to senior debt.

                         ASSET SHORTFALL
                 (Taken From 2003 Annual Report)

        Cash and Other Assets                    $813,020
        Total Financial Assets                  1,531,156
                                              -----------
        Total Assets                            2,344,176

        Berkadia Loan                             525,000
        Senior Notes (principal amount due)     2,967,949
        Accrued Interest on Senior Debt            30,765
                                              -----------
        Total Senior Debt Obligations           3,523,714
                                              -----------
        Asset Shortfall                       ($1,179,538)
                                              ===========
        Required Recovery Rate on
        Remaining Total Financial
        Assets to Eliminate Shortfall                 177%
                                              ===========

According to Richard Lieberman, FINOVA Senior Vice President,
General Counsel & Secretary, the shortfall is a huge and
impossible hole to fill.  With only $1,500,000,000 remaining net
financial assets, FINOVA needs to liquidate those assets
substantially in excess of their carrying values to generate
sufficient funds to fully repay the Senior Notes, even if there
were no additional operating expenses.

"FINOVA reduced the size of the hole in 2003, generating net
income of $256 million.  Absent a miracle, however, we do not
have sufficient assets, nor the right kind and quality of assets,
to enable us to eliminate the shortfall," Mr. Lieberman disclosed
in a regulatory filing with the Securities and Exchange
Commission dated April 12, 2004.

             Picking the Flowers, Watering the Weeds

In 2003, FINOVA continued to make significant progress in the
orderly collection and liquidation of its asset portfolio.  The
Company collected about $1,800,000,000 of cash, reducing the size
of the portfolio by over 50%.  FINOVA used that cash to reduce
its debt and pay operating costs and interest expenses.

"One of our largest shareholders insightfully characterized
FINOVA's operations in the fall of 2001 as 'picking the flowers
and watering the weeds.'  His words continue to ring true, as we
have sold many of our more marketable assets," Mr. Lieberman
continues.

"FINOVA is now left with a greater percentage of less attractive
assets and a much smaller asset pool.  We anticipate being able
to collect on some assets in excess of their carrying values, but
the large recoveries and income achieved in 2003 will be
virtually impossible to duplicate."

FINOVA is restricted from doing new business by the Indenture
governing its Senior Notes, with very few exceptions.  The
holders of those Notes hold the senior security interest in
virtually all of FINOVA's assets, restricting the Company's
ability to obtain other financing.  Thus, FINOVA does not
anticipate being able to grow its way out of the deficit.

                        Remaining Assets

FINOVA's portfolio consists of four principal groups of assets:

               * resort,
               * specialty real estate,
               * transportation, and
               * all other portfolios

   (1) Resort -- $526,000,000 year-end carrying value

       The resort portfolio is expected to experience substantial
       run off due to scheduled maturities and anticipated
       prepayments during 2004.  Moreover, the resort portfolio
       is generally recorded at higher carrying values relative
       to contractual amounts due.  Thus, the ability of this
       portfolio to generate substantial returns in excess of its
       carrying value is more limited than in the past.

   (2) Specialty Real Estate -- $331,000,000 year-end carrying
                                value

       The specialty real estate portfolio may take somewhat
       longer to liquidate.  The Company has classified the real
       estate leveraged lease portfolio as held for sale.  The
       specialty real estate portfolio is also recorded at fairly
       high carrying values, so it bears a similar limitation on
       generating substantial excess returns.

   (3) Other Portfolios ---- $500,000,000 year-end carrying value

       The portfolio other than resort, specialty real estate and
       transportation consists mainly of the various loans,
       leases and investments generated by FINOVA's other lines
       of business that for one reason or another have not been
       sold or collected.  This portfolio is generally more work
       intensive to liquidate, and a substantial portion of it is
       impaired.  Many of the borrowers have missed payments,
       including final maturity dates, or are otherwise in
       default.  FINOVA has been in difficult workouts for
       several years on many of these transactions.  The Company
       anticipates that some of those efforts will begin coming
       to fruition.  A significant runoff within this portfolio
       is anticipated during 2004.  Because this portfolio has
       been marked down more heavily, a greater potential exists
       for recoveries above current carrying values.  Those
       recoveries may occur sporadically and not in sufficient
       degree to eliminate the deficit.

   (4) Transportation -- $449,000,000 year-end carrying value

       Many of the assets under the transportation portfolio are
       older-vintage aircraft, which often have outdated
       equipment and lower fuel efficiency, and consequently are
       not favored by commercial airlines.  FINOVA currently
       markets the aircraft, either in whole or in part to
       carriers and repair facilities throughout the world.  The
       potential for substantial recoveries on those assets
       continues to be hampered by the prolonged downturn in the
       airline industry.  A market for many of those aircraft may
       never return, but FINOVA's best hope for recoveries is to
       patiently work on those assets and wait for opportune
       moments to sell or lease them.  Nevertheless, FINOVA does
       not see the potential in the transportation, or any other
       of its portfolios, to eliminate its deficit.

                   Payment of Noteholder Claims

According to Mr. Lieberman, FINOVA's payment of the Berkadia loan
enables the Company to begin repaying the Noteholders earlier
than anticipated -- in May 2004 if excess cash is available.  As
permitted, FINOVA will retain sufficient cash to fund operating
expenses and certain other items like interest payments and
existing customer commitments.  The remainder, or "excess cash,"
will go to satisfy principal obligations to the Noteholders.  Mr.
Lieberman believes that shareholders are already out of the
money.

"Shareholders should not expect any payments or return on their
common stock," Mr. Lieberman says. (Finova Bankruptcy News, Issue
No. 47; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FIRST NATIONWIDE: Fitch Takes Various Rating Actions on RMB Notes
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on the following First
Nationwide Trust (FNT), residential mortgage-backed certificates:
First Nationwide Trust, mortgage pass-through certificates, series
1998-3 Groups I & II

     --Class IP-A, IIP-A affirmed at 'AAA';
     --Class C-B-1 affirmed at 'AAA';
     --Class C-B-2 affirmed at 'AAA';
     --Class C-B-3 affirmed at 'AAA';
     --Class C-B-4 affirmed at 'A+';
     --Class C-B-5 affirmed at 'BBB+'.,

First Nationwide Trust, mortgage pass-through certificates, series
1999-4 Groups I, II, III & IV

     --Class IPP-A, IIPP-A, IIIPP-A, IVPP-A affirmed at 'AAA';
     --Class C-B-1 upgraded to 'AAA' from 'AA';
     --Class C-B-2 upgraded to 'AA' from 'A';
     --Class C-B-3 affirmed at 'AA';
     --Class C-B-4 affirmed at 'AA';
     --Class C-B-5 upgraded to 'BBB-' from 'BB';
     --Class C-B-6 affirmed at 'B'.

First Nationwide Trust, mortgage pass-through certificates, series
1999-5 Groups I & III

     --Classes IPP-A, IIIPP-A affirmed at 'AAA';
     --Class C-B-1 affirmed at 'AAA';
     --Class C-B-2 upgraded to 'AAA' from 'AA';
     --Class C-B-3 upgraded to 'A' from 'A-';
     --Class C-B-4 upgraded to 'BBB-' from 'BB+';
     --Class C-B-5 upgraded to 'BB' from 'B'.

First Nationwide Trust, mortgage pass-through certificates, series
2000-1 Group II

     --Class II-A, affirmed at 'AAA';
     --Class II-B-1 affirmed at 'AAA';
     --Class II-B-2 upgraded to 'AAA' from 'AA';
     --Class II-B-3 affirmed at 'BBB';
     --Class II-B-4 affirmed at 'BB';
     --Class II-B-5 downgraded to 'CCC' from 'B'.

First Nationwide Trust, mortgage pass-through certificates, series
2000-2 Group I

     --Class I-A, affirmed at 'AAA';
     --Class I-B-1 upgraded to 'AAA' from 'AA';
     --Class I-B-2 upgraded to 'AAA' from 'A';
     --Class I-B-3 upgraded to 'AA' from 'BBB';
     --Class I-B-4 upgraded to 'BBB' from 'BB';
     --Class I-B-5 upgraded to 'BB' from 'B'.

First Nationwide Trust, mortgage pass-through certificates, series
2001-1

     --Class A affirmed at 'AAA';
     --Class M-1 affirmed at 'AAA';
     --Class M-2 affirmed at 'AAA';
     --Class B-1 affirmed at 'BBB';
     --Class B-2 affirmed at 'B'.

First Nationwide Trust, mortgage pass-through certificates, series
2001-4 Groups I & II

     --Classes I-A, II-A affirmed at 'AAA';
     --Class C-B-1 upgraded to 'AAA' from 'AA';
     --Class C-B-2 upgraded to 'AA' from 'A';
     --Class C-B-3 upgraded to 'A' from 'BBB';
     --Class B-4 upgraded to 'BB+' from 'BB';
     --Class B-5 upgraded to 'B+' from 'B'.

First Nationwide Trust, mortgage pass-through certificates, series
2001-4 Groups III, IV & V

     --Class III-A, IV-A, V-A affirmed at 'AAA';
     --Class D-B-1 affirmed at 'AA';
     --Class D-B-2 affirmed at 'A';
     --Class D-B-3 downgraded to 'BB' from 'BBB';
     --Class D-B-4 downgraded to 'CCC' from 'BB';
     --Class D-B-5 downgraded to 'C' from 'B'.

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

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

FNT 1999-4 classes C-B-3 and C-B-4 consist of guarantees initially
provided by Commercial Guaranty Assurance, Ltd. (CGA). Although
CGA no longer underwrites new business, its runoff is being
managed by ACE Financial Solutions, a division of ACE Ltd whose
financial strength is rated 'AA' by Fitch. CGA's claims-paying
resources consist of two reinsurance policies provided by
subsidiaries of ACE Ltd. covering up to $400 million of potential
future losses.


FLEMING COS: Disclosure Statement Hearing Continued to May 4, 2004
------------------------------------------------------------------
On April 19, Judge Walrath agreed to defer consideration of the
Fleming Companies, Inc. Debtors' Disclosure Statement.

James Sprayregen, Esq., at Kirkland & Ellis reported that Fleming
has negotiated a settlement with the Official Committee of
Reclamation Claimants to, hopefully, resolve reclamation
claimants' objections.  The compromise proposal will be
incorporated into a new Third Amended Plan and Disclosure
Statement.  Fleming is hopeful that all reclamation claimants
will support the settlement their committee's negotiated.  

The Debtors will bring their Third Amended Disclosure Statement
to the Court for approval on May 4, 2004.  Scotta McFarland Esq.,
at Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C.,
advises the May 4 Disclosure Statement hearing will convene at
3:00 p.m.

Headquartered in Lewisville, Texas, Fleming Companies, Inc. --
http://www.fleming.com/-- is the largest multi-tier distributor  
of consumer package goods in the United States.  The Company filed
for chapter 11 protection on April 1, 2003 (Bankr. Del. Case No.
03-10945).  Richard L. Wynne, Esq., Bennett L. Spiegel, Esq.,
Shirley Cho, Esq., and Marjon Ghasemi, Esq., at Kirkland & Ellis,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, they listed
$4,220,500,000 in assets and $3,547,900,000 in liabilities.
(Fleming Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FLEXTRONICS: Delivers Improved Fourth Quarter Results
-----------------------------------------------------
Flextronics (Nasdaq: FLEX) announced results for its fourth
quarter and fiscal year ended March 31, 2004.

          Fourth Quarter and Fiscal 2004 Results

Net sales for the fourth quarter were a record $3.8 billion, which
represents an increase of $708.6 million, or 23% over the March
2003 quarter. Net sales for the fiscal year reached a record $14.5
billion, which represents an increase of $1.2 billion, or 9% over
fiscal 2003.

Proforma net income was $72.8 million, or $0.13 per diluted share
for the fourth quarter, which represents an increase of $47.4
million, or 187% over the March 2003 quarter. Including after-tax
amortization expense of $8.8 million and previously announced
restructuring costs of $48.0 million, GAAP net income in the
fourth quarter was $16.0 million, or $0.03 per diluted share, as
compared to GAAP net income of $19.5 million, or $0.04 per diluted
share in the March 2003 quarter.

The quarterly results reflect continued industry-leading working
capital management, with a cash conversion cycle of 16 days and
inventory turns of 12 times.

"Our financial results continue to improve as we realize the
earnings leverage embedded in our business. Quarterly revenues
grew 23% on a year-over-year basis, while proforma profits nearly
tripled. Both operating margin and revenues were stronger than
expected, as the quarter ended less seasonal than expected for
handsets and other consumer related products. While we executed
well in the quarter, delivering improved operating performance and
maintaining industry-leading working capital management, we remain
focused on continually improving operating results going forward.
Our pipeline is solid and we are winning business from new and
existing customers across many end markets. The combination of
improving demand, better pricing trends, and strength in higher
value-add supply chain services, including our ODM business,
should continue to drive momentum in our operating leverage,
leading to increased margins and profits," said Michael E. Marks,
Chief Executive Officer of Flextronics.

                     Increasing Outlook

The Company's management has increased its sales expectations for
the June 2004 quarter by approximately $150 million and increased
its proforma EPS expectations by $0.02. In addition, the Company
indicated that each of the other three remaining quarters in
fiscal 2005 are also expected to exceed the existing First Call
consensus by approximately $100 million in sales per quarter and
$0.01 in proforma EPS per quarter. This represents an annual
increase in expectations of $450 million in sales and $0.05 in
proforma EPS for the Company's fiscal year ending on March 31,
2005.

Quarterly GAAP earnings are expected to be lower than proforma
earnings by approximately $0.02 per diluted share reflecting
amortization expense.

                     Conversion of Notes

Flextronics also announced that it intends to convert all of the
outstanding 0% Convertible Junior Subordinated Notes issued in
March 2003 into approximately 19 million shares of common stock.
The Company plans to file a Registration Statement on Form S-3 to
register the shares, and the conversion will be completed after
the Securities and Exchange Commission declares the Form S-3
effective. The conversion will not impact Flextronics' diluted
EPS, as the stock equivalents have always been included in the
diluted EPS calculation.

"We have been working with the Company for the last 18 months and
believe that there are numerous ways that we can continue to help
the Company realize its growth and profit potential. Flextronics
has performed exceptionally well since early 2003, and we fully
expect that the Company will build on its industry-leading
position both in the near-term and the longer-term. Although the
forced conversion of our investment provides us liquid common
stock, we have no intention to sell or distribute our position at
this time," said Jim Davidson, Managing Director, Silver Lake
Partners.

                     About Flextronics

Headquartered in Singapore, Flextronics is the leading Electronics
Manufacturing Services (EMS) provider focused on delivering
operational services to technology companies. With fiscal year
2004 revenues of $14.5 billion, Flextronics is a major global
operating company with design, engineering, manufacturing and
logistics operations in 29 countries and five continents. This
global presence allows for manufacturing excellence through a
network of facilities situated in key markets and geographies that
provide its customers with the resources, technology and capacity
to optimize their operations. Flextronics' ability to provide end-
to-end operational services that include innovative product
design, test solutions, manufacturing, IT expertise, network
services, and logistics has established the Company as the leading
EMS provider. Visit http://www.flextronics.com/for more
information.

                        *     *     *

As reported in the Troubled Company Reporter's February 27, 2004
edition, Fitch Ratings has initiated coverage of Flextronics
International Ltd. The company's senior subordinated notes are
rated 'BB+'. The Rating Outlook is Stable. Approximately $1.1
billion of debt is affected by Fitch's action.

The ratings reflect Flextronics' leading position in the
electronics manufacturing services industry, relatively stable
operating metrics through the recent information technology
downturn, financial flexibility related to its conservative
capital structure and solid liquidity, and a strong and consistent
management team. Also considered is Flextronics' consistent
operating and free cash flow from continued reductions in
industry-leading cash conversion days and restrained capital
spending.

The Stable Outlook reflects sound prospects for improving
operating profitability, driven by a better pricing environment,
continued cost benefits from past restructurings, higher capacity
utilization rates from expected volume increases, and some
operating leverage from its printed circuit board fabrication
operations, which has experienced improved demand and stabilized
pricing the past few quarters.

Ratings concerns center on Flextronics' heavy reliance on lower
margin end-markets, risks associated with diversifying and
expanding service offerings, the company's historically
acquisitive nature, and weak pricing for its lower mix products.
Additionally, Flextronics' recently announced transaction with
Nortel, if consummated, would add approximately $2 billion of
higher-margin annual revenues, one of the largest EMS contracts
ever awarded. However, the deal also would involve significant
operating and execution risks, and could cause cash conversion
days to increase.


GENESIS: Reports on Haskell Litigation Status in Del. Bankr. Court
------------------------------------------------------------------
On January 27, 2004, 275 former investors led by Richard Haskell
commenced a lawsuit before the United States Supreme Court of New
York, County of New York, alleging fraud and grossly negligent
misrepresentation by the Genesis Health Ventures, Inc. Debtors in
connection with the Bankruptcy Court's approval of their plan of
reorganization.  The former investors collectively held over
$205,000,000 in Genesis subordinated debentures before the
Petition Date.  The Plan, which was confirmed by the Bankruptcy
Court in 2001, canceled these subordinated debentures.

The defendants include Goldman Sachs & Co., Mellon Bank, N.A.,
Highland Capital Management, LP, and George V. Hager, former
Genesis chief financial officer.  The plaintiffs seek to recover
$200,000,000 plus interest costs and fees.

At the Bankruptcy Court's request, Russell C. Silberglied, Esq.,
at Richards, Layton & Finger, in Wilmington, Delaware, apprises
Judge Wizmur of the current status of the Haskell Complaint.

Mr. Silberglied relates that on February 17, 2004, the Defendants
filed a Notice of Removal to remove the litigation to the U.S.
District Court for the Southern District of New York.  The
parties subsequently agreed that the case should be transferred
to the District of Delaware and referred to the U.S. Bankruptcy
Court for the District of Delaware.

The New York District Court transferred the litigation on March 4
to the U.S. District Court for the District of Delaware.  The
litigation is assigned to Chief Judge Robinson of the Delaware
District Court.

Thereafter, the Debtors drafted a proposed Stipulation and Order
referring the litigation to the Bankruptcy Court.  R. Bruce
McNew, Esq., at Taylor McNew, LLP, in Wilmington, Delaware, local
counsel for the Haskell Plaintiffs, advised Mr. Silberglied that
he intends to sign the stipulation.

On April 9, the parties filed with the District Court a
stipulation and order to extend the Defendants' time to answer
the Complaint.  The April 9 Stipulation permits the Defendants to
answer or make submissions by April 23.  The Plaintiffs will have
54 days to respond to the Defendants' filing.  The Defendants
have another 20 days, thereafter, to submit a reply brief.

A free copy of the Complaint is available at:

     http://bankrupt.com/misc/Richard_Haskell_complaint.pdf

A free copy of the April 9 Stipulation is available at:

   http://bankrupt.com/misc/proposed_stipulation_and_order.pdf

(Genesis/Multicare Bankruptcy News, Issue No. 54; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


GREENWICH CAPITAL: S&P Assigns Low-B Prelim Ratings to 7 Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Greenwich Capital Commercial Funding Corp.'s $2.6
billion commercial mortgage pass-through certificates series
2004-GG1.

The preliminary ratings are based on information as of April 27,
2004. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
fiscal agent, the economics of the underlying loans, and the
geographic and property type diversity of the loans. Classes A-1,
A-2, A-3, A-4, A-5, A-6, A-7, B, C, D, and E are currently being
offered publicly. The remaining classes will be offered privately.
Standard & Poor's analysis determined that, on a weighted average
basis, the pool has a debt service coverage of 1.75x, a beginning
LTV of 86.8%, and an ending LTV of 76.8%.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's
Web-based credit analysis system, at http://www.ratingsdirect.com/
The presale can also be found on the Standard & Poor's Web site at
http://www.standardandpoors.com/.Select Credit Ratings, and then  
find the article under Presale Credit Reports.
   
   
                  Preliminary Ratings Assigned
            Greenwich Capital Commercial Funding Corp.
   
            Class              Rating           Amount ($)
            A-1                AAA              23,421,000
            A-2                AAA             150,541,000
            A-3                AAA             274,000,000
            A-4                AAA             296,000,000
            A-5                AAA             382,000,000
            A-6                AAA             108,970,000
            A-7                AAA           1,007,391,000
            B                  AA               62,106,000
            C                  AA-              26,149,000
            D                  A                52,299,000
            E                  A-               32,687,000
            F                  BBB+             32,687,000
            G                  BBB              26,150,000
            H                  BBB-             39,224,000
            J                  BB+               6,537,000
            K                  BB               13,075,000
            L                  BB-              13,075,000
            M                  B+                9,806,000
            N                  B                 9,806,000
            O                  B-                6,538,000
            P                  N.R.             42,493,095
            XP                 AAA                     N/A
            XC                 AAA           2,614,955,095
            OEA-B1*            BBB-             10,500,000
            OEA-B2*            BB+              14,500,000
            
      *Interest-only class. N.R.-Not rated. N/A-Not applicable.


JAG MEDIA HOLDINGS: Needs More Funds to Sustain Operations
----------------------------------------------------------
Jag Media Holdings Inc. incurred cash flow deficiencies from
operating activities of approximately $456,000 and $1,363,000 for
the six months ended January 31, 2004 and 2003, respectively. The
Company had a cash balance of only $131,000, a working capital
deficiency of $362,000 and a stockholders' deficiency of
approximately $345,000 as of January 31, 2004. These matters raise
substantial doubt about its ability to continue as a going
concern.

Although its net losses included net noncash charges of
approximately $345,000 and $624,000 for the six months ended
January 31, 2004 and 2003, respectively, primarily for the
amortization of unearned compensation and the issuance of common
stock and stock options in exchange for services, management
believes that, in the absence of a substantial increase in
subscription revenues, it is probable that the Company will
continue to incur losses and negative cash flows from operating
activities through at least January 31, 2005 and that the Company
will need to obtain additional equity or debt financing to sustain
its operations until it can market its services, expand its
customer base and achieve profitability.

Management believes that the Company will be able to generate
sufficient revenues from its remaining facsimile transmission and
web site operations and obtain sufficient financing from its 2002
Equity Line Agreement before it expires in August 2004 or through
other financing agreements to enable Jag Media to continue as a
going concern through at least January 31, 2005. However, if it
cannot generate sufficient revenues and/or obtain sufficient
additional financing, if necessary, by that date, Jag Media
Holdings may be forced thereafter to restructure its operations,
file for bankruptcy or entirely cease operations.


KINDERCARE LEARNING: S&P Places B+/B- Ratings on Watch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on preschool
education and child-care services provider KinderCare Learning
Center Inc. on CreditWatch with negative implications. This
includes the company's 'B+' corporate credit rating, its 'B+'
senior secured rating, and its 'B-' subordinated debt rating.
CreditWatch with negative implications means that the ratings
could be lowered or affirmed following the completion of
Standard & Poor's review.

The CreditWatch placement follows KinderCare's recent S-1 filing
to register income deposit securities (IDSs), which comprise class
A common stock and senior subordinated notes due in 2014.
KinderCare is also expected to issue class B common stock and
additional senior subordinated notes independent of the IDSs. In
connection with this offering, KinderCare is expected to tender
for all of its $179 million outstanding 9.5% senior subordinated
notes due in 2009, and offer its existing equity holders cash,
income deposit securities, or class B common stock.

"Based on a preliminary review, Standard & Poor's believes that
the IDS structure exhibits a more aggressive financial policy for
KinderCare," said Standard & Poor's credit analyst Jesse Juliano.
In addition to an expected high dividend payout rate to the IDS
holders, KinderCare could have significantly more debt after the
transaction. The proceeds will be used to repay current security
owners, including financial sponsor KKR-KLC L.L.C., an affiliate
of Kohlberg Kravis Roberts & Co. L.P. Furthermore, the IDS product
is marketed as offering a high yield, and this could potentially
increase the commitment of KinderCare to distribute a large
proportion of its operating cash flows.

Standard & Poor's remains concerned about the declining occupancy
rates at KinderCare's child-care centers. While the company has
greatly reduced the number of new facilities it opened in the 40
weeks ended March 5, 2004, compared with the previous year,
Standard & Poor's also remains concerned about the company's
future capital spending to open new centers.

It is somewhat uncertain if the debt portion of the IDS will be
treated as debt by the U.S. Internal Revenue Service. However, the
continuing refinement of this product has mitigated much of
Standard & Poor's concerns regarding a company's ability to deduct
interest expense related to the debt portion of the security for
tax purposes.

Standard & Poor's will meet with management to discuss the
financial and business impact of this proposed transaction and
evaluate its effect on credit quality before taking further rating
action.

Portland, Oregon-based KinderCare is the largest provider of
proprietary center-based preschool education and child-care
services in the U.S., with 1,245 facilities in 39 states. The
company provides services to children up to 12 years of age, and
offers child care that emphasizes education and social
interaction.


HEALTHSOUTH: Judge to Issue Scheduling Order for Bond Litigation
----------------------------------------------------------------
A status conference was held on Friday, April 23, 2004, in Alabama
circuit court before Judge Allwin Horn, III in the litigation
brought by HealthSouth against its bondholders. As has been
previously reported, on April 14, 2004, Judge Horn denied
HealthSouth's request for a preliminary injunction prohibiting the
bondholders from exercising their rights and remedies under the
indentures for the Company's bonds and dissolved the temporary
restraining order that had previously been issued by the Court.
Pursuant to Friday's status conference, the Judge will be issuing
a scheduling order to address the remaining issues in the
litigation. It is anticipated that the scheduling order will
provide that motions for summary judgment must be filed by June
11, 2004, and a hearing on the motions for summary judgment will
be held on June 30, 2004. The Judge did not set a trial date and
it appears that no trial date will be set until the Court hears
all motions for summary judgment.

The Unofficial Committee of Bondholders is currently in
discussions with the Company in an effort to reach a consensual
resolution on the compensation necessary to resolve all existing
defaults under the Company's indentures and to amend the
indentures to, among other things, avoid any future defaults and
permit the Company to incur additional secured debt.

Brad Eric Scheler of Fried, Frank, Harris, Shriver and Jacobson
LLP, counsel to the Unofficial Committee of Bondholders, commented
that, "The schedule set by Judge Horn is a reasonable one and it
allows these important issues to be determined at an appropriate
time. The Unofficial Committee is dissatisfied with the
compensation being offered by the Company to the bondholders in
the consent solicitation that was commenced on March 16, 2004, and
believes that bondholders should not provide their consent unless
the Company increases the compensation for bondholders. The
Unofficial Committee is cautiously optimistic that its
negotiations with the Company will result in a consensual
arrangement that will provide the bondholders with reasonable
compensation for the increased credit risk due to the Company's
current circumstances and for the material amendments to the
indentures that will, among other things, permit the Company to
incur additional secured debt."

HealthSouth has been in default under its indentures since March
2003, when it announced that the public could no longer rely upon
HealthSouth's financial statements.


I2 TECH: Q Investments Provides $100 Million Equity Investment
--------------------------------------------------------------
i2 Technologies, Inc. (OTC:ITWO), a leading provider of closed-
loop supply chain management solutions, announced that Q
Investments, a private investment firm and one of i2's significant
investors, has agreed to make a $100 million equity investment in
i2. Q Investments currently holds approximately 32 million shares
of common stock and $9 million of the convertible debt of i2. This
investment will expand Q Investment's equity holdings in i2 to
approximately 140 million shares, representing a 26 percent
ownership of the company on an as converted basis.

The $100 million investment will increase i2's cash position to
approximately $390 million based on the ending cash position of
$290 million as of March 31, 2004. As a part of the investment
agreement, i2 has agreed to expand its current board of directors
to seven members, of which two of the board members will represent
Q Investments.

                     Equity Investment

The investment of $100 million by Q Investments will be in the
form of a mandatorily convertible preferred stock, which is
convertible into common stock of i2 at $.926 per share,
representing 105 percent of the volume weighted average price of
the common stock for the two trading days of April 23 and April
26, 2004. The preferred stock is mandatorily convertible into
common stock after ten years, and, during the term, bears an
annual 2 1/2 percent dividend which is payable semi-annually, in
cash or in kind, at the company's discretion. Terms also stipulate
that if i2 common stock is trading at the equivalent of more than
$2.50 per share any time after twenty-four months from the date of
investment, i2 can require that Q's preferred stock be converted
to common stock. In addition, after four years, the company can
force redemption by buying out the preferred stock for cash at
104% of the liquidation value of the security. The closing is
expected to occur in the second quarter subject to satisfying the
conditions to closing, including HSR approval.

"We believe that this investment significantly strengthens i2, and
will benefit our customers and our shareholders. Q Investments has
a successful track record in investing in companies in
transition," said Katy Murray, i2's CFO. "This investment
strengthens our financial position by increasing our total cash
position and by putting the company in a net positive cash
position. Customers can purchase i2 solutions and services with
the confidence that i2 is a long-term partner. The investment also
gives us a solid platform to pursue other strategies to further
strengthen our balance sheet, should we decide to do so in the
future."

"Q has been a significant investor in i2 for the past four years,
and as this new investment demonstrates, we continue to believe
strongly in the company's products, its strong management team and
its leadership position in the industry. The company will use this
new capital to increase its cash position. This investment will
provide the company with additional liquidity to fund and expand
its business profitably," said Pranav Parikh of Q Investments.

i2 designs and delivers an extensive breadth of industry-leading
supply chain software to help companies integrate between planning
and execution by constantly adapting their planning models for
changing business conditions. i2's global customer base consists
of some of the world's market leaders -- including seven of the
Fortune global top 10 -- and spans a variety of industries
including automotive, high technology, retail and consumer product
goods with additional resources put towards metals, aerospace and
defense, and transportation companies.

                          About i2

i2 -- whose December 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $255 million -- is a leading
provider of closed-loop supply chain management solutions. The
company designs and delivers software that helps customers
optimize and synchronize activities involved in successfully
managing supply and demand. i2's worldwide customer base consists
of some of the world's market leaders -- including seven of the
Fortune global top 10. Founded in 1988 with a commitment to
customer success, i2 remains focused on delivering value by
implementing solutions designed to provide a rapid return on
investment. Learn more at http://www.i2.com/


INTEGRATED: Rotech Incurs $41M Interest Expense on Long Term Debt
----------------------------------------------------------------
Upon emergence from bankruptcy, Rotech Healthcare entered into:

      (i) a five-year $75 million senior secured revolving credit
          facility; and

     (ii) a six-year $200 million senior secured term loan.

In a regulatory filing with the Securities and Exchange
Commission, Rotech Chief Executive Officer and President, Philip
L. Carter, reports that Rotech's earnings may be affected by
changes in interest rates relating to these debt facilities.  
Variable interest rates may rise, which could increase the amount
of interest expense.

In March 2002, Rotech borrowed the entire amount of the $200
million term loan and transferred the proceeds of that loan to
Rotech Medical Corporation to fund a portion of the cash
distributions Rotech Medical made in connection with its plan of
reorganization.  On October 1, 2003, Rotech drew down $5 million
under the revolving credit facility and repaid the amount in full
on October 17, 2003.

As of March 29, 2004, the $75 million senior secured revolving
credit facility had not been drawn upon, although standby letters
of credit totaling $10 million have been issued under this credit
facility.

For the year ended December 31, 2003, Rotech incurred $41.3
million of interest expense on their long-term debt.  Assuming a
hypothetical increase of one percentage point for the variable
interest rate applicable to the $200 million term loan, of which
$68 million is outstanding as of December 31, 2003, according to
Mr. Carter, Rotech would incur approximately $700,000 in
additional interest expense for the period January 1, 2004
through December 31, 2004.

Rotech Healthcare Inc., formerly known as Rotech Medical Corp. is
a wholly - owned subsidiary of Integrated Health Services Inc.  
Rotech Medical Corp. is one of the nation's largest providers of
oxygen and other respiratory therapy services to patients in the
home. Rotech offers its services to over 100,000 patients in 47
states through over 600 operating centers, mainly in non-urban
areas.

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)   


JAZZ GOLF: Equity Deficit Narrows to $666,536 at February 29, 2004
------------------------------------------------------------------
Jazz Golf (TSX VENTURE:JZZ.A) reports net sales of $585,107 for
the three months ended February 29, 2004 as compared to $1,039,238
for the comparable period last year. Sales for the six months
amounted to $1,348,618 as compared to $1,990,507 last year. The
decrease in the second quarter is attributable to a later start to
the selling season compared to last year, and to the aggressive
program of inventory reduction that occurred in 2003 but was not
required in the current year.

The golf industry is a very seasonal business. Sales in the
Company's first two quarters are traditionally its weakest -
accounting for less than 30% of annual sales. The majority of the
fiscal year's sales are generated in the last half of the year,
from March through August.

The net loss for the three months ended February 29, 2004 was
$432,756, or $0.02 per share, compared to a loss of $433,799, or
$0.07 per share, last year. For the six month period in the
current year, the net loss amounted to $990,629, or $0.04 per
share, compared to a loss of $762,450, or $0.13 per share,
reported last year. Last year's six month loss figure includes a
recovery of future income taxes; such a recovery was not
recognized this year. During the quarter, in the absence of
aggressive inventory reduction selling, the company realized an
improvement in gross profit percentage. It also achieved
reductions in operating and financing costs compared to the prior
year.

Management is pleased with the market acceptance of its new
product introductions, the Sandra Post signature SP PRO and
OAKVILLE series clubs, as well as the new OMNI series.

At February 29, 2004, Jazz Golf's balance sheet shows a
shareholders' equity deficit of $666,536 compared to $1,737,499 at
August 31, 2003.

During the quarter, the Company completed its previously announced
restructuring plan. The successful execution of this plan resulted
in the issuance of 430,423 new shares at $.10 per share from the
Rights Offering; plus the conversion of $2,038,442 in debt,
deferred interest and amounts owing to directors and officers into
20,814,844 new shares; and the issuance of $1,500,000 in the form
of new subordinated, convertible debt to the ENSIS Growth Fund
Inc.

The net result of this restructuring has been a reduction in
overall debt and the monthly debt service requirements,
improvement in the Company's working capital position, and an
increase in the number of shares outstanding to approximately 27
million.

At the Annual General Meeting held in Winnipeg on February 19,
2004, the following members were elected to the Board of Directors
by the shareholders: J. Robert Lavery, Robert Kennedy, James
Oborne, Patrick Matthews, Jeffrey Thompson, William Watchorn and
Harold Heide. Mr. Lavery, the former President and CEO of Winpak
Ltd. who recently retired December 31, 2003, was elected to serve
as Chairman.

Jazz Golf is the leading Canadian designer and manufacturer of
golf clubs and other related products, which are marketed
primarily through golf pro shops and golf specialty retailers
throughout Canada. Jazz Golf common shares are listed on the TSX
Venture Exchange (JZZ.A).


MCWATTERS MINING: Gets Until May 28 to File Bankruptcy Plan
-----------------------------------------------------------
McWatters Mining Inc. announces that it has obtained from the
Quebec Superior Court, a time extension, until May 28, 2004, to
submit a proposal to its creditors under the Bankruptcy and
Insolvency Act.

This extension will allow the Company to continue the sale process
of a partial or total interest in its Sigma-Lamaque Mining
Complex. McWatters will also examine all other possible
alternatives that could lead to a resumption of the Sigma-Lamaque
Complex.


MIRANT CORPORATION: Proposes Learjet Sale Overbid Procedures
------------------------------------------------------------
To strike a balance between the desire to maximize the value of
the property to the Mirant Corp. Debtors' estates and to enter
into a sale of the property in a prompt and cost-effective manner,
the Debtors propose to implement overbid procedures.  

A Qualified Overbidder is any party, other than Flexjet, that:

   (a) submits to the Debtors a valid, irrevocable offer to
       purchase the Learjet Interest and take an assignment of
       the Governing Agreements on terms acceptable to the
       Debtors, including a purchase price of at least
       $2,639,798, no later than two days prior to the Sale
       hearing;

   (b) provides a $200,000 deposit to the Debtors no later than
       one day prior to the Sale hearing;

   (c) executes all necessary and appropriate documents, in form
       and substance acceptable to the Debtors, to memorialize
       the sale of the Learjet Interest and is able to close the
       transaction not later than one day following the Sale
       hearing;

   (d) satisfies the Debtors, and the Court, that it is a bona
       fide purchaser who will, among other things, satisfy the
       requirements of registration of the Learjet Interest with
       the Federal Aviation Administration; and

   (e) is willing and able to cover its own attorneys' fees and
       costs associated with the sale transaction.

In the event of multiple Qualified Overbidders, any overbids must
exceed the bid of the first Qualified Overbidder by at least
$25,000.  At all times, Flexjet's obligation to purchase the
Learjet Interest will be treated as a backup bid.

According to Michelle A. Campbell, Esq., at White & Case, LLP, in
Miami, Florida, any sale of the Learjet Interest to a Qualified
Overbidder is subject to these additional conditions:

   (i) appropriate documentation, acceptable to the Debtors, is
       executed concurrently with the sale of the Learjet
       Interest; and

  (ii) the Qualified Overbidder is approved by the FAA.

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)


NESCO: May File for Bankruptcy if Unable to Meet Financing Needs
----------------------------------------------------------------
At January 31, 2004, NESCO Industries, Inc. had a shareholders'
deficit of $1,769,894, negative working capital of $1,601,466 and
incurred a net loss of $1,659,944 for the nine months then ended.
If the Company is unable to meet its financing requirements on an
as needed basis or consummate the Hydrogel transaction described
in the following two paragraphs and conduct successful business
operations, the Company may have to explore options such as
bankruptcy or discontinue its existence. These matters raise
substantial doubt about the Company's ability to continue as a
going concern.

In pursuance of its plan to engage in successful business
operations, on January 12, 2004, the Company entered into an
agreement to make term loans of up to $125,000 to Hydrogel
Systems, Inc., a company engaged in the manufacture, marketing,
selling and distribution of hydrogel, an aqueous polymer-based
radiation ionized consumer/medical product. The term loans mature
January 1, 2005 and bear interest at 8% per annum. If the Company
does not enter into an agreement with Hydrogel shareholders to
purchase a minimum of 50.1 % and up to all of the capital stock of
Hydrogel in exchange for the Company's securities by July 1, 2004,
or fails to purchase such securities by July 1, 2004, the Company
at its election may convert the terms loans into Hydrogel Series B
Convertible Preferred Stock or accelerate the maturity of the term
loans to August 1, 2004. The Company advanced $75,000 of the term
loan on January 12, 2004 and an additional $50,000 on February 27,
2004.

The Company, Hydrogel and certain Hydrogel shareholders reached an
agreement in principle in March 2004 providing for the transfer of
a controlling interest in the Company to Hydrogel shareholders.
The agreement is subject to various conditions, including the
resolution of certain business and financial conditions affecting
the Company and Hydrogel. There can be no assurance that the
various conditions will be satisfied or that the transaction will
be consummated. It is contemplated that the transaction would be
accounted for as a reverse acquisition, if consummated.



NRG ENERGY: Will Hold 1st Quarter 2004 Conference Call on May 11
----------------------------------------------------------------
NRG Energy, Inc. (NYSE: NRG) will host a conference call and
webcast to review first quarter 2004 financial results and longer-
term business strategy. The call will be held on Tuesday, May 11,
beginning at 9:00 a.m. Eastern.

To access the live webcast and presentation materials, log
on to NRG's website at http://www.nrgenergy.comand click on  
"Investors."  To participate in the call, dial 877.407.0727
approximately five minutes prior to the scheduled start time.
International callers should dial 201.689.8035.  The call will be
available for replay from the "Investors" section of the NRG
website. (NRG Energy Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


OMEGA HEALTHCARE: Posts $53.7 Million Net Loss for First Quarter
----------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) announced its results
of operations for the quarter ended March 31, 2004. The Company
also reported Funds From Operations (FFO) on a diluted basis for
the three months ended March 31, 2004 of ($48.2) million or
($1.16) per common share. The ($48.2) million of FFO for the
quarter includes the impact of $51.5 million of non-cash
refinancing-related charges, $6.4 million of exit fees associated
with the termination of the Company's old credit facility and $0.3
million to adjust derivatives to its fair value and is presented
in accordance with the guidelines for the calculation and
reporting of FFO issued by the National Association of Real Estate
Investment Trusts ("NAREIT"). Adjusted FFO, which excludes the
impact of these charges, was $0.22 per share.

                        GAAP Net Income

After adjusting for the loss from discontinued operations of $353
thousand for the three months ended March 31, 2004, the Company
reported net loss available to common stockholders of $53.7
million or ($1.30) per fully diluted common share on revenues of
$21.3 million. This compares to net income available to common of
$956 thousand or $0.03 per fully diluted common share for the same
period in 2003. A breakout of discontinued operations is included
in a schedule attached to this Press Release.

                  First Quarter 2004 Highlights
                  and Other Recent Developments

   -- Issued $118.5 million of 8.375% Series D preferred stock.

   -- Completed an 18.1 million share secondary offering and the
      sale of 2.7 million common shares, which resulted in
      significant shareholder diversification and a large increase
      in institutional investors.

   -- Issued $200 million 7% 10-year senior unsecured notes.

   -- Closed on a new $125 million revolving credit facility.

   -- Received rating agency upgrades from both Moody's and S&P.

   -- Completed the restructuring of the Company's Sun portfolio.

   -- Re-leased the Company's last owned and operated facility.

   -- Scheduled the April 30, 2004 redemption of the 9.25% Series
      A preferred stock.

   -- Increased common dividends 5.9% to $0.18 per common share.

        Financing Activities And Borrowing Arrangements

On February 5, 2004, the Company announced that Explorer Holdings
L.P., its then largest stockholder, granted the Company an option
to repurchase up to 700,000 of the Company's 10% Convertible
Series C preferred stock (which were convertible into the
Company's common shares) held by Explorer at a negotiated purchase
price of $145.92 per Series C preferred stock (or $9.12 per common
share on an as converted basis). Explorer further agreed to
convert any remaining Series C preferred stock into common stock.

On February 10, 2004, the Company announced the closing of the
sale of 4,739,500 8.375% shares of Series D cumulative redeemable
preferred stock. The preferred stock was issued at $25 per share
and trades on the NYSE under the symbol "OHI PrD."

The Company used approximately $102.1 million of the net proceeds
from the Series D preferred stock offering to repurchase 700,000
shares of the Company's Series C preferred stock from Explorer. In
connection with the closing of the repurchase, Explorer converted
its remaining 348,420 Series C preferred stock into approximately
5.6 million shares of the Company's common stock. Following the
repurchase and conversion, approximately 43.8 million shares of
Omega common stock were outstanding, of which Explorer held
approximately 18.1 million common shares.

The combined repurchase and conversion of the Series C preferred
stock reduced the Company's preferred dividend requirements,
increased its market capitalization and facilitated future
financings by simplifying the Company's capital structure. Under
FASB-EITF Issue D-42, "The Effect on the Calculation of Earnings
per Share for the Redemption or Induced Conversion of Preferred
Stock," the repurchase of the Series C preferred stock resulted in
a non-cash charge to net income available to common shareholders
of approximately $38.7 million. This non-cash charge did not have
any effect on the Company's net worth.

On March 8, 2004, the Company announced the closing of the
underwritten public offering of 18.1 million shares of Omega
common stock at $9.85 per share owned by Explorer. As a result of
the offering, Explorer no longer owns any of Omega's common stock.
The Company did not receive any proceeds from the sale of the
shares sold by Explorer.

In connection with the 18.1 million common stock offering, the
Company issued approximately 2.7 million additional shares of
Omega common stock at a price of $9.85 per share, less
underwriting discounts, to cover over-allotments in connection
with the 18.1 million secondary offering. The Company received net
proceeds of approximately $24.5 million from this offering.

Effective March 22, 2004, the Company closed on a private offering
of $200 million of 7% senior unsecured notes due 2014 and a $125
million revolving senior secured credit facility provided by Bank
of America, N.A., Deutsche Bank AG, UBS Loan Finance, LLC and GE
Healthcare Financial Services.

The Company used proceeds from the Notes offering to replace its
previous $225 million senior secured credit facility and $50
million acquisition credit facility, which have been terminated.
The remaining proceeds will be used for working capital and
general corporate purposes. The New Credit Facility will be used
for acquisitions and general corporate purposes. In connection
with the termination of the $225 million senior secured credit
facility and $50 million acquisition credit facility, the Company
recorded a charge of approximately $12.6 million, of which $6.3
million consisted of non-cash charges relating to deferred
financing costs of the previous credit facilities. The Notes are
unsecured senior obligations of Omega, which have been guaranteed
by Omega's subsidiaries. The Notes were issued in a private
placement contemplating resales in accordance with Rule 144A under
the Securities Act of 1933, as amended. The Notes have not been
registered under the Act.

In connection with the Company's repayment and termination of the
$225 million senior secured credit facility, the Company sold its
$200 million interest rate cap on March 31, 2004. Net proceeds
from the sale totaled approximately $3.5 million and resulted in a
loss of approximately $6.5 million, which was recorded during the
first quarter of 2004 and included in the $19.1 million of
interest expense associated with refinancing activities.

During the first quarter of 2004, the Company's preferred stock
and senior unsecured debt received upgrades from Moody's and
Standard & Poors.

                  First Quarter 2004 Results

Revenues for the three months ended March 31, 2004 were $21.3
million. Expenses for the three months ended March 31, 2004
totaled $31.2 million, including $5.2 million of depreciation and
amortization expense, $5.1 million of interest expense and $2.0
million of general, administrative and legal expenses. In
addition, $19.1 million of interest expense associated with
refinancing activities was recorded.

During the three-month period ended March 31, 2004, the Company
sold two closed facilities in two separate transactions. The
Company realized proceeds of approximately $85 thousand, net of
closing costs and other expenses, resulting in a loss of
approximately $351 thousand.

                        FFO Results

For the three months ended March 31, 2004, reportable diluted FFO
was ($48.2) million or ($1.16) per share compared to $8.9 million
or $0.17 per share for the same period in 2003 due to the factors
mentioned above. The ($48.2) million of FFO includes the impact of
$51.5 million of non-cash refinancing-related charges, $6.4
million of exit fees associated with a credit facility and a $0.3
million adjustment to derivatives to its fair value and is
presented in accordance with the guidelines for the calculation
and reporting of FFO issued by NAREIT. However, when excluding the
$57.6 million financing-related charges and exit fees described
above, adjusted FFO was $9.4 million or $0.22 per share compared
to $8.1 million or $0.15 per share for the same period in 2003.

                   Portfolio Developments

Sun Healthcare Group, Inc.

Effective January 1, 2004, the Company re-leased five skilled
nursing facilities (SNFs) to an existing operator under a new
Master Lease, which has a five-year term and an initial annual
lease rate of $0.75 million. Four former Sun SNFs, three located
in Illinois and one located in Indiana, representing an aggregate
of 449 beds, were part of the transaction. The fifth SNF in the
transaction, located in Illinois and representing 128 beds, was
the last remaining owned and operated facility in the Company's
portfolio.

On March 1, 2004, the Company entered into an agreement with Sun
regarding 51 properties that are leased to various affiliates of
Sun. Under the terms of a master lease agreement, Sun will
continue to operate and occupy 23 long-term care facilities, five
behavioral properties and two hospital properties through December
31, 2013. One property, located in Washington and formerly
operated by a Sun affiliate, has already been closed and the lease
relating to that property has been terminated. With respect to the
remaining 20 facilities, 17 have already been transitioned to new
operators and three are in the process of being transferred to new
operators.

Effective March 1, 2004, the Company re-leased two SNFs formerly
leased by Sun located in California and representing 117 beds, to
a new operator under a Master Lease, which has a ten-year term.
The commencement date of the first re-lease is March 1, 2004 and
has an initial annual lease rate of approximately $0.12 million.
The commencement date of the second re-lease is expected to be May
1, 2004, subject to licensing, and has an initial annual lease
rate of approximately $0.1 million.

Claremont Healthcare Holdings, Inc.

Effective March 8, 2004, the Company re-leased three SNFs formerly
leased by Claremont Health Care Holdings, Inc., located in Florida
and representing 360 beds, to an existing operator at an initial
annual lease rate of $2.5 million. These facilities were added to
an existing Master Lease, the initial term of which has been
extended ten years to February, 2014. The aggregate annual lease
rate under this Master Lease, inclusive of the $2.5 million, is
$3.9 million.

Haven Healthcare

Effective April 1, 2004, the Company purchased three SNFs,
representing 399 beds for a total investment of $26.0 million. Two
of the facilities are located in Vermont, with the third located
in Connecticut. The facilities were combined into an existing
Master Lease with a current operator. Rent under the Master Lease
was increased by approximately $2.7 million for the first lease
year commencing April 1, 2004, with annual increases thereafter.
The term of the Master Lease had been increased to ten years on
January 1, 2004 and runs through December 31, 2013, followed by
two ten-year renewal options. The Company received a security
deposit equivalent to three months of the incremental rent.

Tiffany Care Centers, Inc.

On April 6, 2004, the Company received approximately $4.6 million
in proceeds on a mortgage loan payoff. The Company held mortgages
on five facilities located in Missouri, representing 319 beds,
which produced approximately $0.5 million of annual interest
revenue in 2003.

                           Other Assets

Closed Facilities

In March 2004, the Company sold two closed facilities, one located
in Iowa and the other located in Florida, realizing proceeds of
approximately $85 thousand, net of closing costs and other
expenses, resulting in a loss of approximately $351 thousand. At
the time of this press release, the Company has four remaining
closed facilities with a total net book value of approximately
$2.0 million.

               Sun Healthcare Group, Inc. Common Stock

Under the Company's restructuring agreement with Sun, previously
announced on January 26, 2004, the Company received the right to
convert deferred base rent owed to the Company, totaling
approximately $7.8 million, into 800,000 shares of Sun's common
stock, subject to certain non-dilution provisions and the right of
Sun to pay cash in an amount equal to the value of that stock in
lieu of issuing stock to the Company.

On March 30, 2004, the Company notified Sun of its intention to
exercise its right to convert the deferred base rent into fully
paid and non-assessable shares of Sun's common stock. On April 16,
2004, the Company received a stock certificate for 760,000 shares
of Sun's common stock and cash in the amount of approximately $0.5
million in exchange for the remaining 40,000 shares of Sun's
common stock.

                           Dividends

On April 20, 2004, the Company's Board of Directors announced a
common stock dividend of $0.18 per share, which is a $0.01 per
share, or 5.9%, increase over the previous quarter's dividend. The
common stock dividend will be paid May 17, 2004 to common
stockholders of record on April 30, 2004. At the date of this
release, the Company had approximately 46.3 million common shares
outstanding.

On March 29, 2004, the Company's Board of Directors declared its
regular quarterly dividends for all classes of preferred stock,
payable May 17, 2004 to preferred stockholders of record on April
30, 2004. Series B and Series D preferred stockholders of record
on April 30, 2004 will be paid dividends in the amount of $0.53906
and $0.47109, per preferred share, respectively, on May 17, 2004.
The liquidation preference for each of the Company's Series B and
D preferred stock is $25.00. Regular quarterly preferred dividends
represent dividends for the period February 1, 2004 through April
30, 2004 for the Series B preferred stock and February 10, 2004
through April 30, 2004 for the Series D preferred stock.

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

A notice of redemption and related materials was mailed to holders
of Series A preferred stock on March 29, 2004. EquiServe Trust
Company, located at 66 Brooks Drive, Braintree, MA 02184, will act
as the Company's redemption agent. Requests for copies of the
materials or questions relating to the notice of redemption and
related materials should be directed to EquiServe at 800-251-4215
or to Bob Stephenson, the Company's Chief Financial Officer, at
410-427-1700. On or before the redemption date, the Company will
deposit with EquiServe the aggregate redemption price, to be held
in trust for the benefit of the holders of the Series A preferred
stock. Holders of the Series A preferred stock who hold shares
through the Depository Trust Company will be redeemed in
accordance with the Depository Trust Company's procedures.

               2004 And 2005 Adjusted Ffo Guidance

The Company currently expects its 2004 adjusted FFO to be between
$0.88 and $0.90 per diluted share. The 2005 adjusted FFO is
expected to be between $0.96 and $0.98 per diluted share.

The Company's FFO guidance (and related GAAP earnings projections)
for 2004 and 2005 excludes gains and losses on the sales of assets
and the impact of acquisitions, additional divestitures, one-time
revenue and expense items and capital transactions.

Reconciliation of the FFO guidance to the Company's projected GAAP
earnings is provided on a schedule attached to this Press Release.
The Company may, from time to time, update its publicly announced
FFO guidance, but it is not obligated to do so.

The Company's FFO guidance is based on a number of assumptions,
which are subject to change and many of which are outside the
control of the Company. If actual results vary from these
assumptions, the Company's expectations may change. There can be
no assurance that the Company will achieve these results.

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

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

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

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


OXFORD HEALTH: Signs Acquisition Agreement with UnitedHealth Group
------------------------------------------------------------------
UnitedHealth Group (NYSE:UNH) and Oxford Health Plans, Inc.
(Oxford) (NYSE:OHP) announced that they have signed a definitive
agreement under which UnitedHealthcare, a wholly owned subsidiary,
will merge with Oxford. Oxford serves and provides health care and
benefit services for approximately 1.5 million people, principally
in New York City, northern New Jersey and southern Connecticut.

Completion of the acquisition, subject to regulatory approvals,
approval by Oxford shareholders and other customary conditions, is
expected during the fourth quarter of 2004. Under the terms of the
agreement, Oxford shareholders will receive UnitedHealth Group
stock at a fixed exchange ratio of 0.6357 shares for each Oxford
share, plus $16.17 in cash per Oxford share. The total
consideration for the transaction is a combination of
approximately 54.7 million shares and $1.4 billion in cash, not
including the effective benefit of Oxford's cash of approximately
$200 million in excess of debt and capital requirements. This mix
of equity and cash preserves the current balanced capital
structure of UnitedHealth Group.

UnitedHealth Group Chairman and CEO William W. McGuire, MD,
commented that "this business combination provides the basis for
significantly advancing the breadth and quality of health care
services available to people in the tri-state region, and seeks to
enhance our ability to work effectively and efficiently with key
physicians and care providers within this large and diverse
community. Those advances should produce greater access and
affordability." McGuire added that "this merger with Oxford brings
together their exceptionally focused local capabilities and
UnitedHealth Group's national access, specialized centers of
excellence Premium Networks, market-leading technologies and data
sources, diverse specialized products and services, and unique
offerings to seniors. The combined companies will have the scale
and resources to more fully advance services on behalf of the
broad client base within the tri-state area, as well as their
related business affiliates across the country."

"This merger will enhance our capabilities, strengthen our product
offerings and build on the leadership of the Oxford brand in the
tri-state region, said Charles Berg, president and CEO of Oxford.
"The joining together of our two highly complementary
organizations will provide important benefits to the people and
communities we serve and allow us to leverage important new
business opportunities. The combination will diversify our
customer portfolio and enable us to better address the needs of
consumers, our care providers and other key constituencies by
offering enhanced flexibility, efficiencies and service. The key
to Oxford's success has always been our exceptional people and
relationships, and we are excited about expanding our ability to
deliver quality and affordable health care in the tri-state area."

Robert Sheehy, UnitedHealthcare CEO, stated, "Oxford's brand and
reputation will significantly expand our presence in the
northeastern markets. We will retain the Oxford brand and
operations, and the combined tri-state business will continue
under the leadership of Chuck Berg. We have immense respect for
Oxford management and employees, the company they have become, and
the quality of services they provide to this important
marketplace. All of us look toward a future built around growth
through superior products, high quality services and greater
affordability."

Tracy Bahl, CEO of Uniprise, UnitedHealth Group's business
dedicated to serving large, multisite employers, added that "we
look forward to bringing the unique health system access that
Oxford offers to the 43 large, multisite, employers based in the
tri-state area that we currently serve, as well as the opportunity
to present our joint capabilities to the nearly 50 Fortune 500
employers headquartered in the region and with whom we have no
current relationship. In addition, we are excited about presenting
our combined resources and capabilities to the many large
employers that are headquartered elsewhere and have significant
employment bases in the tri-state area."

UnitedHealth Group anticipates the acquisition will be immediately
accretive to earnings per share upon closing, adding earnings at
an annual rate of $0.16 per share, excluding first year
operational synergies of at least $80 million to $100 million. The
earnings from accretion and operational synergy will be additive
to the UnitedHealth Group current expectation of 15 percent or
greater growth in earnings per share in 2005 and will be included
in the Company's forward financial projections after the
transaction is closed.

                     About UnitedHealth Group

UnitedHealth Group -- http://www.unitedhealthgroup.com/-- is a  
diversified Fortune 100 company that provides a broad spectrum of
resources and services to help people achieve improved health and
well-being through all stages of life. UnitedHealth Group offers
products and services through six operating businesses:
UnitedHealthcare, Ovations, AmeriChoice, Uniprise, Specialized
Care Services and Ingenix. Through its family of businesses,
UnitedHealth Group serves more than 55 million individuals
nationwide.

About Oxford Health Plans, Inc.

Founded in 1984, Oxford Health Plans, Inc. provides health plans
to employers and individuals primarily in New York, New Jersey and
Connecticut, through its direct sales force, independent insurance
agents and brokers. Oxford's commercial insured products and
services include traditional health maintenance organizations,
preferred and exclusive provider organizations, point-of-service
plans and consumer-directed health plans. The Company also offers
Medicare plans and third-party administration of employer-funded
benefits plans. More information about Oxford Health Plans, Inc.
is available at http://www.oxfordhealth.com/

As previously reported, Standard & Poor's affirmed the 'BB+'
counterparty credit rating on Oxford and its 'BBB+' counterparty
credit and financial strength ratings on Oxford Health Plans (NY)
Inc.


OXFORD: S&P Likely to Raise Ratings After UnitedHealth Acquisition
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'A' counterparty
credit rating on UnitedHealth Group Inc. (NYSE:UNH) after UNH
announced that it plans to acquire Oxford Health Plans Inc.
(Oxford) (NYSE:OHP). The outlook on UNH remains stable.

Standard & Poor's also said that it placed its 'BB+' counterparty
credit rating on Oxford and its 'BBB+' counterparty credit and
financial strength ratings on Oxford Health Plans (NY) Inc. on
CreditWatch with positive implications.

"UNH's plan to acquire Oxford, a transaction valued at $5 billion,
will not affect the ratings on UNH but does have a degree of
acquisition risk because of increasing goodwill and operations
integration," noted Standard & Poor's credit analyst Shellie
Stoddard. The extremely strong operating performance of both
companies and their greatly enhanced competitive position in the
greater New York area are expected to offset the typical
business-integration risks associated with an acquisition of this
magnitude. The risks are also partially mitigated by the nature of
the acquired business being core to UNH's business as well as
UNH's successful experience to date with acquisitions and back-
office integration.

Standard & Poor's anticipates that the enhanced provider network
of the combined organization will have more negotiating influence
with hospitals and doctors in the New York market. Standard &
Poor's also expects Oxford's key management to remain in place
following the transaction.

Standard & Poor's views the premium price paid for the Oxford
acquisition as an increased appetite for acquisitions. However,
UNH's strategy for acquisitions is disciplined and is focused on
filling in underrepresented geographic areas or adding
omplementary skills or business platforms.

The transaction, which is subject to numerous regulatory
approvals, is expected to close in the forth quarter of 2004. Upon
closing, Standard & Poor's will likely raise the ratings on Oxford
Health Plans (NY) Inc., the primary operating subsidiary of
Oxford, to 'A' from 'BBB+'.

Standard & Poor's maintains its nonstandard notching of UNH (i.e.,
one notch between the holding company rating and operating company
financial strength rating instead of three notches) because of the
organization's diversified sources of revenue, both unregulated
and regulated, by geographic region, business segment, and legal
entity. In addition, the company is growing the portion of
information and administration-based businesses that are not
related to the same commercial customer base to which it supplies
medical benefits and administration.


PARMALAT: Commissioner Bondi Administers 3 Concessionary Companies
------------------------------------------------------------------
Parmalat Finanziaria SpA in     |  Parmalat Finanziaria SpA in
Extraordinary Administration    |  Amministrazione Straordinaria
communicates that on 8 April    |  comunica che l'8 aprile 2004
2004 Extraordinary              |  il Commissario Straordinario,
Commissioner, Dr. Enrico Bondi, |  Dr. Enrico Bondi, ha richiesto
requested and obtained          |  e ottenuto dal Ministro delle
permission from the Minister    |  Attivita Produttive, ai sensi
for Production Activities, in   |  dell'art. 3 comma 3 del
accordance with article 3,      |  Decreto Legge n. 347 del
subsection 3 of Legislative     |  23 dicembre 2003, l'ammissione
Decree no. 347 of 23 December   |  alla procedura di
2003, for the admission into    |  Amministrazione Straordinaria,
Extraordinary Administration of |  in quanto imprese soggette a
the following Italian           |  direzione comune, delle
registered companies, given     |  seguenti societa di diritto
their common management:        |  italiano:

                        * Taurolat Srl,
                        * G.F.A. Srl, and
                        * S.A.F. Srl

     Dr. Enrico Bondi has been  |       Il Dr. Enrico Bondi e
appointed Extraordinary         |  stato nominato Commissario
Commissioner of the above       |  Straordinario delle suddette
companies which control a group |  societa che controllano un
of Italian concessionary        |  gruppo di concessionarie
businesses involved in the      |  italiane adibite alla
distribution of Parmalat        |  distribuzione dei prodotti
products.                       |  Parmalat.
                                |
     Parmalat Finanziaria SpA   |       Parmalat Finanziaria SpA
in Extraordinary Administration |  in Amministrazione
further communicates that on    |  Straordinaria comunica inoltre
13 April 2004 the Civil Court   |  che il 13 aprile 2004 il
of Parma confirmed the          |  Tribunale Civile di Parma
insolvency of the same Taurolat |  ha dichiarato lo stato di
Srl, G.F.A. Srl and S.A.F. Srl. |  insolvenza delle medesime
                                |  societa Taurolat Srl, G.F.A.
                                |  Srl e S.A.F. Srl.

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


PEGASUS COMMUNICATIONS: S&P Lowers Corp. Credit Rating to CCC
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Pegasus Communications Corp. and subsidiaries, Pegasus
Satellite Communications Inc. and Pegasus Media & Communications
Inc., to 'CCC' from 'CCC+'. These companies are analyzed on a
consolidated basis.

The outlook remains negative. The Bala Cynwyd, Pennsylvania-based
DirecTV franchisee had about $1.5 billion in consolidated debt and
debt-like preferred stock at Dec. 31, 2003.
     
"The rating action reflects heightened concern about the company's
business prospects, shrinking subscriber base, limited liquidity,
overburdened debt and maturity structure, and increasingly
acrimonious relationship with DirecTV," according to Standard &
Poor's credit analyst Steve Wilkinson. He continued, "Pegasus
remains in litigation with DirecTV over various matters, including
a crucial disagreement regarding the life of Pegasus' rights as a
distributor of the DirecTV satellite television service. Pegasus
recently lost one of its lawsuits with DirecTV that now requires
the company to pay $51.5 million to DirecTV related to a
marketing dispute. A decision on more than $11 million in related
interest claims against Pegasus is pending. These judgments may
significantly strain Pegasus' already thin liquidity and increase
its operating costs."

Pegasus is vulnerable to a near-term default if its already
insufficient liquidity deteriorates further or if it is unable to
defer a substantial amount of its 2005 debt maturities.


PG&E CORPORATION: Schedules First Quarter Report for May 4
----------------------------------------------------------
PG&E Corporation (NYSE: PCG) will announce first quarter 2004
financial results on Tuesday, May 4, 2004. A conference call with
the financial community will be held that morning at 9:00 a.m. EDT
(6:00 a.m. PDT) to discuss the results. The company's earnings
conference call will be open to the public on a listen-only basis
via webcast.

PG&E Corporation advised that its earnings from operations and
consolidated net income will not include the impact of a final
decision pending at the California Public Utilities Commission
(CPUC) in Pacific Gas and Electric Company's 2003 General Rate
Case (GRC) or an authorized attrition revenue increase for 2004 to
cover the costs of new investment in energy infrastructure and
inflation. A decision on these items is anticipated in the second
quarter. PG&E Corporation is reaffirming its previously announced
earnings guidance for 2004, which assumes the issuance of a final
GRC decision affirming the settlement reached by the parties.

In 2003, the earnings-from-operations impact of the delayed GRC
decision was primarily offset by income resulting from generation-
related revenues that exceeded generation-related costs (referred
to as headroom). However, as of January 1, 2004, Pacific Gas and
Electric Company's revenues are based on the utility's authorized
cost-of-service rates rather than frozen rates. As a result, the
utility no longer receives headroom, and 2004 results will not
include the impact of final GRC and attrition revenue decisions
until they are received.

When the decision in the GRC is received, the effects will be
retroactive to the beginning of 2003. A decision authorizing a
2004 attrition revenue increase would be retroactive to the
beginning of 2004. The company expects to book the full effect of
a final decision in these matters once it is received.

The Corporation also advised that its first quarter results will
reflect the one-time, non-cash accounting effects of two
regulatory assets added to Pacific Gas and Electric Company's
balance sheet. The expected accounting impacts were discussed
previously when the Corporation issued its fourth-quarter and
year-end 2003 earnings report. The regulatory assets were
authorized by the CPUC and reflected in the settlement agreement
reached to resolve the financial challenges created by the energy
crisis, when the company accumulated approximately $11.8 billion
in undercollected costs, including costs incurred to buy power for
customers, and other claims.

In accordance with generally accepted accounting principles
(GAAP), the after-tax value of the regulatory assets must be shown
as a one-time entry on the company's income statement, even though
it does not reflect actual cash received. Instead, cash will be
received over the life of the regulatory assets. The effect on
reported income will be approximately $3 billion after-tax.

Visit the company's Web site at http://www.pgecorp.com/for more  
information and instructions for accessing the conference call
webcast. The call will be archived at http://www.pgecorp.com/
Alternatively, a toll-free replay of the conference call may be
accessed shortly after the live call through 9:00 p.m. EDT, May
10, 2004, by dialing 877-690-2095. International callers may dial
402-220-0642.


REGAL CINEMAS: S&P Rates Proposed $1.75 Bil. Bank Facility at BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
bank loan rating to Knoxville, Tenn.-based Regal Cinemas Inc.'s
proposed $1.75 billion senior secured bank facility. At the same
time, a recovery rating of '4' was assigned to the bank loan,
indicating that the lenders may only recover a marginal proportion
of principal (25%-50%) in a default scenario, because of Regal's
reliance on secured debt and because the banks will have direct
liens on theaters representing only about one-half of theater-
level cash flow.

In addition, Standard & Poor's affirmed its 'BB-' corporate credit
rating on the company and its parent, Regal Entertainment Group,
which are analyzed on a consolidated basis. The outlook is
negative. The movie theater chain will have slightly more than $2
billion in consolidated pro forma debt.

The bank loan will be used to refinance Regal's existing bank debt
and bonds, and to fund the extraordinary $710 million debt-
financed dividend that was announced on April 15, 2004. This is a
slight change from its previously announced mixture of bank and
subordinated debt, but it does not materially affect the company's
financial profile. The company also announced its plans to acquire
37 theaters with 384 screens for $226 million in cash.

"The outlook remains negative because the transactions consume
Regal's debt capacity at the current rating level and leave the
rating vulnerable to additional aggressive financial moves that
further increase the company's leverage or meaningfully diminish
its discretionary cash flow potential," said Standard & Poor's
credit analyst Steve Wilkinson. The special dividends, which are
in addition to the company's regular quarterly dividend, highlight
the equity return orientation of majority shareholder, the Denver,
Colorado-based Anschutz Company, which owns about 57% of the
company and holds an even larger voting interest. The transaction
will increase consolidated lease-adjusted debt about 30%, and
push lease-adjusted debt to EBITDA, adjusted to exclude an extra
week from the trailing 12-month period (resulting from a quirk in
its fiscal year), to the mid-5x area from the low-4x area. Lease-
adjusted coverage of interest expenses will drop to the low- to
mid-2x area from the high-2x area. Higher interest expenses will
also limit discretionary cash flow somewhat, although the
percentage of EBITDA that flows through to discretionary cash flow
should remain solid in the 15%-20% range.


REGAL ENTERTAINMENT: Completes 9-3/8% Sr. Noteholder Solicitation
-----------------------------------------------------------------
Regal Entertainment Group (NYSE:RGC), announced that it, along
with its wholly owned subsidiary, Regal Cinemas Bonds Corporation
(RCBC), has successfully completed its consent solicitation with
respect to the outstanding 9 3/8% Senior Subordinated Notes due
2012 (CUSIP No. 758753AB3) issued by Regal Cinemas Corporation
(RCC), a wholly owned subsidiary.

As of 5:00 p.m., New York City time, on April 27, 2004, consents
had been received from holders of approximately 84% of the
outstanding principal amount of the Notes to the proposed
amendments to the indenture relating to the Notes, as described in
the Offer to Purchase and Consent Solicitation Statement, dated
April 15, 2004, copies of which may be obtained by contacting
MacKenzie Partners, Inc., the Information Agent, at (800) 322-
2885. This consent solicitation is part of Regal and RCBC's offer
to purchase the Notes described in the Offer to Purchase and
Consent Solicitation Statement.

RCC and the trustee under the indenture entered in a Sixth
Supplemental Indenture to implement the amendments to the
indenture. The amendments to the indenture eliminate substantially
all of the restrictive covenants and certain default provisions
contained in the indenture. The amendments will not become
operative, however, unless and until Regal and RCBC accept the
tendered Notes for purchase pursuant to the Offer to Purchase and
Consent Solicitation Statement.

Holders who validly tendered and did not validly withdraw their
Notes on or prior to the Consent Date will receive a consent
payment of $20.00 per $1,000 principal amount of Notes tendered
and accepted for purchase, in addition to the Tender Offer
Consideration. The "Tender Offer Consideration" is an amount for
each $1,000 principal amount tendered equal to the present value
on the assumed initial payment date of the principal and interest
that would accrue until February 1, 2007, determined by reference
to a fixed spread of 100 basis points over the yield to maturity
of the 2.25% United States Treasury Note due February 15, 2007,
minus the Consent Payment described above. The pricing of the
tender offer is expected to occur on April 28, 2004 at 10:00 a.m.,
New York City time. Following the Consent Date, holders of
tendered Notes no longer have the right to withdraw their tender.
Holders who tender their Notes after the Consent Date but on or
prior to 12:00 midnight New York City time on May 12, 2004, will
receive the Tender Offer Consideration, but not the Consent
Payment. In each case, holders who tender their Notes will receive
the accrued and unpaid interest on such Notes through, but not
including, the applicable payment date in connection with the
tender offer.

The obligation to accept for purchase and pay for Notes tendered
is subject to the satisfaction of certain conditions, including
the consummation of certain refinancing transactions as set forth
in the Offer to Purchase and Consent Solicitation Statement.

The complete terms and conditions of the offer and consent
solicitation are described in the Offer to Purchase and Consent
Solicitation Statement, copies of which may be obtained by
contacting MacKenzie Partners, Inc., the Information Agent, at
(800) 322-2885

Regal and RCBC have retained Credit Suisse First Boston to serve
as the Dealer Manager and Solicitation Agent for the tender offer
and consent solicitation. Questions regarding the tender offer and
consent solicitation may be directed to Credit Suisse First Boston
at (800) 820-1653 (toll-free). The depositary for the tender offer
is U.S. Bank National Association.

                        *   *   *

As reported in the Troubled Company Reporter's April 21, 2004
edition, Standard & Poor's Ratings Services revised its outlook on
Regal Entertainment Group and subsidiary Regal Cinemas Inc., which
are analyzed on a consolidated basis, to negative from stable. The
action follows the company's announcement that it plans to pay an
extraordinary $710 million debt-financed dividend, its second
significant, special shareholder payout in the past year.

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


REVLON CONSUMER: S&P Upgrades Corporate Credit Rating to B-
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its ratings
on cosmetics manufacturer Revlon Consumer Products Corp.,
including the company's corporate credit rating, which it raised
to 'B-' from 'CCC+', and removed the ratings from CreditWatch,
where they were placed Feb. 13, 2004. The upgrade reflects an
anticipated improvement in the company's capital structure
following a proposed recapitalization, and also takes into account
improving company operating trends following performance
initiatives implemented in the past two years.

Standard & Poor's has assigned a 'B' senior secured bank loan and
'1' recovery rating to Revlon's planned $680 million senior
secured bank facility. The bank loan is rated one notch higher
than the corporate credit rating, indicating a high expectation of
full recovery of principal (100%) in the event of default. In
addition, Standard & Poor's assigned a 'CCC' senior unsecured debt
rating to Revlon's planned $400 million senior unsecured note
offering due in 2011, which will be issued under Rule 144A
with registration rights. This issue is rated two notches below
the corporate credit rating because of the high level of priority
secured debt ahead of it in the capital structure.

Proceeds from the planned offerings and the conversion of a
significant amount of debt to equity by the principal shareholders
will be used to recapitalize Revlon, and this will lead to
significantly reduced leverage and enhanced liquidity. In March
2004, MacAndrews & Forbes, Fidelity Management and Research Co.,
and public bondholders agreed to exchange approximately $800
million of debt for equity as part of this transaction. MacAndrews
& Forbes has also agreed to backstop an equity offering of about
$110 million to be completed by March 2006. Proceeds from the
transaction will be used to reduce debt.

The outlook on Revlon is positive.

Leverage and liquidity are expected to improve significantly as a
result of these transactions, as total debt to EBITDA would fall
to the mid-6x area in 2004 from more than 12x in 2003. Revlon
would also have significant borrowing capacity under its revolving
credit facility and no significant debt maturities until 2008.

Moreover, Revlon demonstrated significant operating improvement in
the fourth quarter of 2003 with sales and earnings increases from
the comparable period the year before. This improvement resulted
from increased investments in promotional spending, better in-
store displays and merchandising, improved pricing, and better
supply chain management. "An even higher rating could be
considered in the intermediate term if Revlon continues to
demonstrate improved operating performance, further reduces
leverage, and begins to generate positive free cash flow," said
Standard & Poor's credit analyst Patrick Jeffrey.

The ratings on New York, New York-based Revlon Consumer Products
Corp. reflect its participation in the highly competitive mass-
market cosmetics industry, its high leverage, and an inconsistent
operating history. These risks are mitigated somewhat by the
company's leading position in the sector, its expected operating
performance improvement, and its improved capital structure.
Revlon competes against significantly larger competitors L'Oreal
(Maybelline) and Procter & Gamble Co. (Cover Girl, Max Factor),
which have leading market positions.


SORBEE INTERNATIONAL: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Sorbee International Ltd.
        9990 Global Road
        Philadelphia, Pennsylvania 19115

Bankruptcy Case No.: 04-15255

Type of Business: The Debtor makes and distributes sugar-free
                  products, including chocolate bars, cookies,
                  and candies. The debtor's Global Brands
                  division is a private label importer of
                  chocolate bars, cereals, and other items; its
                  DreamCandy division markets low-fat,
                  low-calorie chocolate bars.
                  See http://www.sorbee.com/

Chapter 11 Petition Date: April 13, 2004

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Kevin J. Carey

Debtor's Counsel: John E. Kaskey, Esq.
                  Braverman Daniels Kaskey Ltd.
                  1650 Market Street, 21st Floor
                  Philadelphia, PA 19103
                  Tel: 215-575-3910

Total Assets: $2,655,522

Total Debts:  $3,057,720

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Gidasa Sabanci Gida Sanayi    Trade                     $534,100
VE Ticaret A.S. Ozan Abay
CAD # 74
Bayrakli-Izmir, Turkey

Palatinit of America, Inc.    Trade                     $391,125
101 Gibraltar Dr., Ste 2B
Morris Plains, NJ 07950

Mass Food                     Trade                     $362,982
56 Street NO 261 New Maadi
Cairo, Egypt

Future Enterprises Pte Ltd.   Trade                     $122,420

Imperial Tea Exports Ltd.     Trade                     $118,080

Primrose Candy Company        Trade                     $111,916

Mieszko, S.A.                 Trade                     $103,181

Exel Transportation Services  Trade                      $77,893

Central Transport Intl. Inc.  Trade                      $69,580

Lio Yag San. Ve Tic. A.S      Trade                      $61,448

Land O Lakes                  Trade                      $56,409

Overnite Transportation Co.   Trade                      $56,303

Tarsmak                       Trade                      $35,668

ZWC Millano Zpehr K. Kotas    Trade                      $34,000

Necco                         Trade                      $28,386

Lehman Sugarfree Confections  Trade                      $24,074

Brouse-whited                 Trade                      $20,777

Uria & Menendez               Trade                      $20,644

Spi Polyols, Inc.             Trade                      $20,124

General Electric Capital      Loan                  Undetermined
Corporation


STRUCTURED ASSET: S&P Cuts Class B-3 Series 1998-6 Rating to D
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class B-3
from Structured Asset Securities Corp.'s series 1998-6 to 'D' from
'CCC'. Concurrently, ratings are affirmed on five other classes
from the same transaction (see list).

The rating on class B-3 is lowered to 'D' due to the $32,246.82
principal write-down of the class' principal balance and the
complete erosion of its credit support, as of the April 25, 2004
reporting period. The write-down and credit support erosion
occurred because the collateral incurred approximately 6.85% in
cumulative realized losses with monthly net losses averaging
approximately $66,800 over the past 12 months. During the same
period, total delinquencies increased to 26.48% from 22.11%.
Additionally, serious delinquencies (90-plus days, foreclosure,
and real estate owned) increased to 21.79% from 15.74% over the
same period. The mortgage pool has paid down to approximately
15.08% of its original balance, with approximately 4.29% of the
senior certificates outstanding. Standard & Poor's expects
continued poor performance of this transaction based on the
delinquency profile and will continue to monitor it closely. The
B-2 class, however, has adequate credit support at this time to
maintain its 'A' rating.

The affirmed ratings reflect adequate actual and projected credit
support percentages, despite relatively high delinquency
percentages and cumulative losses.

The collateral consists of conventional, fixed-rate, fully
amortizing and balloon mortgage loans with original terms to
maturity of not more than 30 years. All of the mortgage loans are
secured by first or second liens on one-to four-family residential
properties. Credit support is provided by the shifting interest
subordination structure.
     
                        RATING LOWERED
    
         Structured Asset Securities Corp.
         Mortgage pass-thru certs series 1998-6
   
                    Rating
         Class   To          From
         B-3     D           CCC
    

                        RATINGS AFFIRMED
     
         Structured Asset Securities Corp.
         Mortgage pass-thru certs series 1998-6
    
         Class               Rating
         A-1, A-2, AX1       AAA
         B-1                 AA
         B-2                 A


TAE BO RETAIL: U.S. Trustee to Meet with Creditors on May 17
------------------------------------------------------------
The United States Trustee will convene a meeting of Tae Bo Retail
Marketing, Inc.'s creditors at 3:00 p.m., on May 17, 2004 in Room
2110 at 300 Booth Street, Reno, Nevada 89509. 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 North West Canton, Ohio, Tae Bo Retail Marketing,
Inc., is an infomercial producer and global marketer of the
platinum award-winning original Billy Blanks' Tae-Bo Video
Library.  The Company field for chapter 11 protection on April 13,
2004 (Bankr. D. Nev. Case No. 04-51073).  Jennifer A. Smith, Esq.,
at Lionel Sawyer & Collins represents the Debtors in their
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.


TECNET: Court Extends Schedule-Filing Deadline through May 17
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, gave TECNET, Inc., an extension to file its
schedules of assets and liabilities, statements of financial
affairs and lists of executory contracts and unexpired leases
required under 11 U.S.C. Sec. 521(1).  The Debtor has until
May 17, 2004 to file its Schedules of Assets and Liabilities and
Statement of Financial Affairs.

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.


TRICO MARINE: Explores Strategic Options to Address Financial Woes
------------------------------------------------------------------
Accelerating its strategic goal of reducing its total amount of
outstanding indebtedness, Trico Marine Services, Inc. (Nasdaq:
TMAR) announced the appointment of Joseph Compofelice as non-
executive Chairman of the Board and the retention of Lazard Freres
& Co. LLC as financial advisor and Kirkland & Ellis LLP as legal
advisor. This team will assist the Company's management in
exploring various alternatives including selling assets, raising
additional financing and restructuring the Company's debt,
including its $250 million Senior Notes due 2012.

Mr. Compofelice, a director of Trico since 2003, is chairman of
the Company's Audit Committee and has served as an executive of
several public companies including CEO of CompX International and
CFO of Titanium Metals Corporation, Baroid Corporation, NL
Industries and Tremont LLC. Mr. Compofelice formerly held
management positions with Smith International, Inc. Ronald Palmer,
formerly Trico's executive Chairman, has decided to step down as
an officer and director of the Company, but will continue to
provide services to Trico.

Lazard Freres & Co. LLC is the largest independent investment
banking partnership specializing in complex strategic and
financial advisory assignments. Services provided by Lazard Freres
include merger and acquisition advisory services, capital raising
activities, valuation, debt and capital structure analysis and
restructuring plan formulation and negotiation.

Kirkland & Ellis' restructuring practice group provides a broad
range of business advisory services with extensive experience in
U.S., U.K and international insolvency matters.

Mr. Palmer stated, "We are clearly accelerating our efforts to
meet Trico's financial challenges. Joe Compofelice brings
outstanding financial management expertise and credibility to the
Chairman's seat. His job will be to work with all parties involved
in the financial alternatives analysis while I will continue to
focus on meeting Trico's business objectives."

Trico Marine provides a broad range of marine support services to
the oil and gas industry, primarily in the Gulf of Mexico, the
North Sea, Latin America, and West Africa. The services provided
by the Company's diversified fleet of vessels include the marine
transportation of drilling materials, supplies and crews, and
support for the construction, installation, maintenance and
removal of offshore facilities. Trico has principal offices in
Houma, Louisiana, and Houston, Texas. Company Web site is at
http://www.tricomarine.com/


TRI-LETT INDUSTRIES: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Tri-Lett Industries, Inc.
        P.O. Box 580
        Oregon City, Oregon 97045

Bankruptcy Case No.: 04-33733

Type of Business: The Debtor fabricates and manufactures high
                  custom steel systems and products for a broad
                  spectrum of industries.

Chapter 11 Petition Date: April 19, 2004

Court: District of Oregon (Portland)

Judge: Randall L. Dunn

Debtor's Counsel: Gary U. Scharff, Esq.
                  621 South West Morrison Street #1300
                  Portland, OR 97205
                  Tel: 503-493-4353

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
------                        ---------------       ------------
Comerica Bank                 Bank Loan SBA           $1,033,000
P.O. Box 2249
San Jose, CA 95109-2249

Wimsco                        Trade debt, lease         $188,800

Commercial Equipment Leasing  Lease                      $85,000

Farwest Steel Corporation     Trade debt                 $75,220

American Steel LLC            Trade debt                 $30,342

G. O. Carlson, Inc.           Trade debt                 $27,786

Rolled Alloys                 Trade debt                 $22,381

Clackamas County Tax          Property taxes             $21,750
Collector

Vancouver Welding Supply Co.  Trade debt                 $19,903

Alinabal Inc.                 Trade debt                 $17,452

First Hawaiian Bank           Credit cards               $15,167

Alaskan Copper & Brass Co.    Trade debt                 $12,244

IDG Inc.                      Trade debt                 $12,225

Specialty Finishes, Inc.      Trade debt                 $12,199

Sandmeyer Steel Company       Trade debt                 $12,113

Connor Manufacturing Services Trade debt                 $11,735

American Machine & Gear, Inc  Trade debt                 $10,692

Laser Cutting Services, Inc.  Trade debt                  $9,260

Cube Management               Trade debt                  $9,125

Pacific States Galvanizing    Trade debt                  $8,625


TRITON AVIATION: Fitch Assigns Low Ratings to Classes A, B & C
--------------------------------------------------------------
Fitch Ratings downgrades Triton Aviation Finance (Triton) notes as
listed below. The downgrades reflect Triton's inability in March
2004 and April 2004 to generate lease cash flows that were
sufficient to provide for class B and C note interest and class A
note principal, as well as Fitch's expectation that these
conditions will continue for the foreseeable future.

          --Class A-1 notes to 'BB+' from 'BBB-';
          --Class A-2 notes to 'BB' from 'BBB-';
          --Class B-1 notes to 'CC' from 'BB-';
          --Class B-2 notes to 'CC' from 'BB-';
          --Class C-1 notes affirmed at 'C';
          --Class C-2 notes affirmed at 'C';

--All classes are removed from Rating Watch Negative.

During 2003, Triton's collections less expenses (cash flow)
averaged about $5 million per month compared to March 2004 and
April 2004 cash flow of negative $3.5 million and positive $1.7
million, respectively. The lower 2004 results primarily reflect
the effects of having three 747-200F aircraft and six 737-200
aircraft on the ground as well as higher maintenance provisions.
The 747-200F aircraft were previously leased to Polar Air Cargo
(Polar) and the 737-200 aircraft to Air Canada. Although April
2004 cash flows are improved compared to March 2004, Fitch remains
concerned that re-leasing the 747-200F and 737-200 aircraft will
be challenging and may require further maintenance expense
outlays.

Polar Air Cargo (Polar) is a U.S. based freight carrier whose
parent is Atlas Air Worldwide Holdings Inc. (Atlas). Both Polar
and Atlas filed for bankruptcy on Jan. 30, 2004. At the time of
its bankruptcy, Polar leased two 747-200F freighter aircraft from
Triton. Polar rejected the leases early on in the bankruptcy
proceedings and both aircraft have been returned to Triton. A
third 747-200F, which had been leased to Polar, was returned to
Triton in January 2004 in accordance with the terms of the lease.
The Polar lease payments are guaranteed for six months following a
default (including a bankruptcy filing) by a subsidiary of a
highly rated entity that is not honoring the guarantee.

Even if the 737-200s are re-leased, the Polar guaranteed cash flow
does resume and/or the three B747-200F freighters are re-leased,
it may be some time before the class B and class C again pay
interest due to Triton's payment priorities. Accrued class A
principal is ahead of class B interest in the waterfall. In
addition, although the secondary liquidity repayment is behind the
class B interest (accrued and current) in the waterfall, it is
ahead of class C interest.

Triton is a Delaware business trust formed to conduct limited
activities, including the issuance of debt, and the buying,
owning, leasing and selling of commercial jet aircraft. Triton
originally issued $720 million of rated notes in June 2000, while
as of March 2004 it had about $510 million of notes outstanding.
Primary servicing on 23 aircraft and back-up servicing is being
performed by International Lease Finance Corporation ('AA-/F1+' by
Fitch), while Triton Aviation Services Limited services the
remaining 28 aircraft.


UAL: Fitch Speculates about Bankruptcy Impact on Airport Debt
-------------------------------------------------------------
Fitch Ratings believes the U.S. bankruptcy court's recent ruling
in the UAL Corp. case regarding the lease structures involved in
several of United Airlines' special facility bond transactions,
focuses attention on weaker provisions behind certain municipal
leased-backed bonds. At the same time, the ruling may bolster
other lease structures and give guidance to the municipal market
on how these transactions should be structured in the future.

With financially troubled organizations becoming increasingly
creative in their use of the bankruptcy process to reduce their
liabilities, the attention drawn to the possible
recharacterization of leases by this case may provide an incentive
at the margin for debtors with such obligations to enter
bankruptcy proceedings, according to a recent special report
published by Fitch Ratings.

"All municipal bond investors should be aware of the potential for
a challenge to lease-backed debt in a bankruptcy setting," said
Peter Stettler, Director, Fitch Ratings. "Our fear is that this
decision may increase the potential for additional bankruptcies in
the nontraditional sectors of the municipal market," Stettler
said.

Stettler expects the market to demand greater disclosure regarding
the potential recharacterization of leases in a bankruptcy
setting, as well as changes in the structure of such obligations,
such as the issuer of a lease-backed transaction maintaining
substantial economic interest in the property being financed, as a
means of protecting their investment.

The report, "Undisguised: Impact of UAL Bankruptcy on Airport
Special Facility Debt," can be found on Fitch Ratings web site at
http://www.fitchratings.com/by going to "U.S. Public Finance"  
sector page under "Airports" in the "Special Reports" section.

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)   


UNITED AIRLINES: Wants to Extend Bain & Co. Consulting Agreement
----------------------------------------------------------------
United Airlines Inc. wants to extend the employment of Bain &
Company as strategic consultants and negotiating agents for the
Express Carrier Agreements.  In addition, the Debtors want to
engage Bain to provide ongoing business operation services that do
not involve administration of the Chapter 11 Cases.

Bain was retained to work on specific projects, namely
negotiations with the United Express Carriers.  Now, the Debtors
want to expand Bain's services under a New Letter of Proposal
through July 2004.  With Bain's assistance, the Debtors have made
significant progress with all Express partners, except Atlantic
Coast Airlines.  As a result, Bain has helped develop an ACA
transition plan.  The Debtors want Bain to continue to support
the implementation of the ACA transition plan.

Bain will charge $423,000 per month, plus expenses.  Bain will
continue to file monthly and quarterly fee applications
consistent with present practice.  

James H.M. Sprayregen, Esq., at Kirkland & Ellis, tells the Court
that the Retention Order could be interpreted to require the
Debtors to obtain Court approval for Bain's services, regardless
of whether they are ordinary course or Bain is acting as a
professional under Section 327 of the Bankruptcy Code.  The
Debtors want to avoid seeking Court approval for Bain's services
that are ordinary course.

                    Creditors Committee Objects

The Official Committee of Unsecured Creditors disagrees with the
Debtors' characterization.  Daphnee Surpris, Esq., at
Sonnenschein, Nath & Rosenthal, reminds the Court that the
Debtors made a similar request with McKinsey & Co.'s retention.  
The Committee agreed to revise McKinsey's terms only after the
Debtors provided requisite information on the services to be
provided.  The Debtors have not provided the same level of
information for Bain.

Given the cost and competitive nature of the work Bain is to
perform, the Committee wants to review the proposal and to
receive periodic updates on Bain's findings.  This will allow the
Committee to evaluate Bain's services and to discharge its duties
as outlined in 11 U.S.C. Section 1103.

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)   


US AIRWAYS: Records $177 Million Net Loss for First Quarter
-----------------------------------------------------------
US Airways Group, Inc. (Nasdaq: UAIR) reported a first quarter
2004 net loss of $177 million, which is a $105 million or 37
percent improvement over the first quarter of 2003, excluding
reorganization items associated with the company's emergence from
bankruptcy. Reported earnings of $1.63 billion for the first
quarter of 2003 included unusual gains recognized in connection
with the company's emergence from bankruptcy.

Operating revenue for the first quarter improved to $1.70 billion
from $1.53 billion for the first three months of 2003, which is a
10.9 percent improvement year-over-year.

"Our results underscore the need for further changes. While we are
seeing year-over-year improvement, we clearly have more to do to
ensure long-term success, and we must implement a new cost
structure and a revenue plan that allows us to return to
profitability," said Bruce R. Lakefield, US Airways president and
chief executive officer. "My immediate priority is to communicate
with labor leaders and other key stakeholders about our next
steps, and then quickly follow that up with negotiations and
implementation. With our dedicated employees, strong customer
base, and sizeable presence on the East Coast, US Airways has the
tools to successfully complete its transformation plan."

System passenger revenue per available seat mile (PRASM) for the
first quarter 2004 was 10.24 cents, up 2.4 percent compared to the
first quarter of 2003. Domestically, system PRASM grew 1.4
percent. System statistics encompass mainline, wholly owned
airline subsidiaries of US Airways Group, Inc., as well as
capacity purchases from third parties operating regional jets as
US Airways Express. For US Airways mainline operations only, the
PRASM of 9.32 cents was up 1.5 percent.

System available seat miles (ASMs) were up 8.8 percent, while
mainline ASMs increased 6.8 percent during the first quarter.
Revenue passenger miles (RPMs) increased 12.5 percent for the full
US Airways system, while mainline RPMs increased 10.8 percent. The
mainline passenger load factor of 70.2 percent, which was the
highest first quarter load factor in company history, was 2.5
percentage points higher than the same period last year and system
load factor was up 2.2 percentage points to 68.2 percent. For the
quarter, US Airways, Inc.'s mainline operations carried 9.9
million passengers, an increase of 4.5 percent compared to the
same period of 2003, while system passengers of 12.7 million were
up 7.7 percent. The first quarter 2004 yield for mainline
operations of 13.27 cents was down 2.1 percent from the same
period in 2003, while system yield was down 1.0 percent to 15.01
cents.

"Our efforts to add regional jets and strengthen our network are
resulting in increased revenues," said B. Ben Baldanza, US Airways
senior vice president of marketing and planning. "However,
customers increasingly have more options for low, simplified
fares, resulting in strong traffic and lower yields. Our
transformation plan will capitalize on this market trend by
allowing us to profitably offer consistently low fares to our
customers."

The mainline cost per available seat mile (CASM), excluding fuel,
of 10.02 cents for the quarter, declined 3.4 percent versus the
same period in 2003 (for a reconciliation, see Note 2 to the
Selected Airline Operating and Financial Statistics). The first
quarter of 2004 included $8 million of non- cash, stock-based
compensation related to stock grants given to employees of US
Airways' organized labor groups during the restructuring process
and $4 million related to the startup of MidAtlantic Airways
regional jet operations. During the Chapter 11 restructuring
process, the company also substantially restructured its aircraft
obligations. As a result of these items, taking aircraft ownership
into account and excluding the stock-based compensation and
MidAtlantic expenses, CASM excluding fuel improved 6.0 percent for
the quarter.

The cost of aviation fuel per gallon, including taxes, for the
first quarter, was 99.40 cents (93.82 cents excluding taxes), up
5.0 percent from the same period in 2003. US Airways' fuel
position is 32.5 percent hedged for the second half of 2004 and 5
percent hedged for 2005. Hedges for the second quarter were sold
recently to lock-in a gain of $19 million.

US Airways Group ended the quarter with total restricted and
unrestricted cash of approximately $1.64 billion, including $978
million in unrestricted cash, cash equivalents and short-term
investments. The company's cash position reflects the impact of
the $250 million prepayment of the Air Transportation
Stabilization Board (ATSB) loan in March 2004, which reduced the
outstanding loan balance to $726 million.

Excluding the $250 million ATSB loan prepayment and other seasonal
changes in restricted cash, US Airways achieved breakeven cash
performance during the first quarter.

"The company continues to make progress in reducing losses and
improving cash flow. However, our long-term success will be driven
by our ability to achieve competitive costs and implement our
transformation plan," said Neal S. Cohen, US Airways executive
vice president of finance and chief financial officer. "It is
simply stating the obvious, that no business can sustain itself,
compete and survive over the long-term if it is not profitable,
and our preference is to complete our restructuring on a
consensual basis."

                      Other Highlights

    * Completed all requirements to formally join the Star
      Alliance on May 4, 2004.  Through the Star Alliance,
      business and leisure customers will be provided a unique and
      easier travel experience on fifteen of the world's
      finest airlines with unparalleled access to the most
      extensive airline network in the world.  With the addition
      of US Airways, the Star Alliance will serve over 750
      airports in over 130 different countries.

    * Accepted delivery and began operating the first 72-seat
      Embraer 170 aircraft, paving the way for the launch of US
      Airways' new regional jet division MidAtlantic Airways, with
      first flights from Philadelphia and Pittsburgh on April 4,
      2004.  The Embraer 170 regional jet is the first aircraft to
      offer full jet passenger comfort at regional jet costs.

    * Improved operational reliability, completing 98.9 percent of
      all scheduled flights, which was a company best.

    * Continued to employ new technology to enhance customer
      service:

        -- Increased revenue on usairways.com by 32 percent
           compared to the first quarter 2003.

        -- Enabled multilingual and large party kiosk
           capabilities.  Customers also can now use kiosks for
           international check-in.

        -- Continued to roll out installation of self-service
           kiosks.  By the end of the year, 565 kiosks will be
           operational at 87 airports.

    * Enhanced onboard services:

        -- Upgraded Envoy Class service for all transatlantic
           flights.

        -- Initiated the ability to purchase in flight meals
           online.  Expect full roll out to Dividend Miles members
           by mid-summer.

    * Expanded international reach by adding new nonstop service
      between Philadelphia and Glasgow, Scotland, beginning May
      2004.


US AIRWAYS: S&P Maintains Negative Watch on B- Rating
-----------------------------------------------------
US Airways Group Inc. (B-/Watch Neg/--) reported a first-quarter
2004 net loss of $177 million. This compares to first-quarter 2003
net income of $1.63 billion, which included a large extraordinary
gain related to the company's emergence from bankruptcy. Excluding
that gain, the 2003 first-quarter result was a net loss of $282
million. The narrower 2004 loss benefited from cost reductions
achieved in bankruptcy and some recovery in revenues, but was
nevertheless burdened by the still-weak pricing and high fuel
prices.

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

"US Airways' principal upcoming challenge remains convincing its
labor groups to accept another round of concessions as part of
management's plan to lower costs in the face of rising low-cost
competition," said Standard & Poor's credit analyst Philip
Baggaley. "The company has adequate near-term liquidity, with $978
million of unrestricted cash, but will likely need to conclude
cost-saving agreements over the next several quarters to stabilize
its finances," the credit analyst continued. On April 19, 2004,
president and CEO David Siegel resigned and was succeeded by a
member of the company's board of directors, Bruce Lakefield.
Siegel's resignation was apparently due in part to unwillingness
of the airline's unions to consider further labor cost concessions
without a change in senior management. Bruce Lakefield, a retired
Lehman Brothers executive, has been chairman of the board's
finance and strategy, and human resources committees and actively
involved in the company's efforts to restore its financial health.
The cost-cutting plan being pursued by the new CEO appears to be
substantially similar to that sought by his predecessor, and
includes also nonlabor cost reductions. In response to a question
during the company's first-quarter earnings teleconference,
Lakefield said that sacrifices would be sought from all
stakeholders, and he did not exclude the possibility of seeking to
restructure debt agreements, including the company's aircraft-
backed public debt. However, based on the experience of
other airlines that sought to restructure debt outside of
bankruptcy, it would be very difficult to renegotiate public debt
obligations, and US Airways may have to focus its efforts instead
on lessors and private lenders.

Long-term prospects for US Airways remain difficult, given the
company's limited route network and increasing exposure to low-
cost competition. Accordingly, acquisition by another airline or
some other form of close integration into a broader alliance
remains the best ultimate solution for US Airways.


U.S. STEEL: Turns Profitable in First Quarter 2004
--------------------------------------------------
United States Steel Corporation (NYSE: X) reported first quarter
2004 net income of $58 million, or 47 cents per diluted share,
compared to a net loss of $22 million, or 26 cents per diluted
share, in last year's fourth quarter and a net loss of $38
million, or 40 cents per diluted share, in the first quarter of
2003. Reported first quarter 2004 diluted earnings per share
reflects the assumed conversion of the company's convertible
preferred shares into approximately 16 million common shares, and
net income available to common shareholders was not adjusted for
preferred dividends.

The company reported first quarter 2004 income from operations of
$151 million, sharply improved from losses from operations of $34
million and $44 million in the fourth and first quarters of 2003,
respectively.

Commenting on the quarter's results, U. S. Steel Chairman and CEO
Thomas J. Usher said, "Results for our domestic flat-rolled
business improved significantly as the quarter progressed due to
strengthening demand and rising prices, with March prices ending
significantly higher than the first quarter average. The business
further benefited from operational synergies and cost reductions
we achieved in connection with the National acquisition and our
administrative process changes. These improvements were partially
offset by increasing costs for purchased raw materials."

As noted in an earlier press release, under an agreement resolving
a dispute between the Slovak government and the European
Commission, U. S. Steel Kosice retains a potential tax benefit of
$430 million over a ten-year period ending in 2009, and is
required to make income tax payments of $16 million in each of
2004 and 2005. As a result, U. S. Steel recorded a $32 million
income tax charge in the first quarter of 2004.

Other items not allocated to segments (which related to income
from the sale of certain real estate assets and compensation
expense for stock appreciation rights) and the $32 million income
tax charge discussed above had an unfavorable effect on first
quarter 2004 net income of $10 million, or 8 cents per diluted
share. Other items not allocated to segments had unfavorable net
income effects of $23 million, or 23 cents per share, on fourth
quarter 2003 results and $16 million, or 16 cents per share, on
first quarter 2003 results.

         Reportable Segments and Other Businesses

Management uses segment income from operations to evaluate company
performance because it believes this to be a key measure of
ongoing operating results. U. S. Steel's reportable segments and
Other Businesses reported segment income from operations of $162
million, or $29 per ton, in the first quarter of 2004, compared
with $49 million, or $9 per ton, in fourth quarter 2003 and $2
million, or $1 per ton, in 2003's first quarter.

Segment results for the first quarter of 2004 improved by $113
million from the fourth quarter of 2003. Domestic results
benefited from higher prices, greater shipments of value-added
products, the absence of costs for major scheduled repair outages
and the absence of $18 million in operating losses incurred at
Straightline. Partially offsetting these positives were increased
costs for purchased raw materials and natural gas.

In Europe, results improved by $3 million from the fourth quarter
of 2003 as increases in realized prices were substantially offset
by increased raw material costs, primarily coke, and the effects
of operational difficulties with a blast furnace in Slovakia.

Effective with the first quarter of 2004, U. S. Steel has four
reportable segments: Flat-rolled Products (Flat-rolled), U. S.
Steel Europe (USSE), Tubular Products (Tubular) and Real Estate.
As of January 1, 2004, the residual results of Straightline are
included in the Flat-rolled segment. The application of Financial
Accounting Standards Board Interpretation No. 46, "Consolidation
of Variable Interest Entities, an interpretation of ARB No. 51,"
required U. S. Steel to consolidate the Clairton 1314B
Partnership, L.P. (1314B Partnership) effective January 1, 2004,
and resulted in a favorable $14 million cumulative effect, net of
tax. The results of the 1314B Partnership, which are included in
the Flat-rolled segment, were previously accounted for under the
equity method. All other businesses not included in the reportable
segments, including taconite pellet operations and rail and barge
transportation services, are reflected in Other Businesses.

               Strengthening the Balance Sheet

On March 9, 2004, the company issued 8 million shares of common
stock for net proceeds of $294 million. The proceeds from the
offering were used to exercise optional redemption provisions
under the company's senior notes indentures. On April 19, 2004,
the company redeemed $187 million principal amount of its 10-3/4%
Senior Notes due August 1, 2008 at a premium of 10.75 percent, and
$72 million principal amount of its 9-3/4% Senior Notes due May
15, 2010 at a premium of 9.75 percent. The redemptions will result
in a $33 million charge to second quarter 2004 net interest and
other financial costs for the redemption premium and unamortized
issuance and discount costs. Ongoing annual interest and
amortization expense will be reduced by approximately $28 million
as a result of the redemptions.

               Outlook for 2004 Second Quarter

Looking ahead, Usher stated, "The recent significant increases in
domestic pricing will have a greater impact in the second quarter
and contribute to improved profitability. We are seeing strong
steel demand as virtually all domestic steel consumers continue to
benefit from a stronger economy. In Europe, prices also continue
to move higher as supply is tight and steel producers look to
cover increasing raw material costs."

U. S. Steel anticipates that these favorable market conditions
will continue to positively impact the results of the Flat-rolled
segment in the second quarter, with prices increasing well in
excess of March levels. Average second quarter realized prices are
expected to improve significantly more than the $52 per ton
average improvement in the first quarter. These favorable effects
will be partially offset by expected further increases in costs
for purchased coke and other raw materials. Supply disruptions
from several of U. S. Steel's coal suppliers continue to affect
coke operations and reduced coke production to 92 percent of
capacity in the first quarter. In the second quarter, U. S. Steel
expects to purchase approximately 240,000 tons of coke for
domestic operations at significantly higher prices than those in
the first quarter and will accelerate a blast furnace outage,
which was scheduled for later in the year. Flat-rolled shipments
in the second quarter are expected to decline by approximately
200,000 tons compared to the first quarter as a result of slightly
lower steel production and reduced residual shipments from
Straightline; however, for full-year 2004, Flat-rolled shipments
are expected to increase from the previous estimate of 15.5
million tons to approximately 15.9 million tons.

For USSE, second quarter 2004 profit margins will continue to be
affected by raw material cost pressures, particularly in Serbia
where new raw material positions are being established. Realized
prices are expected to be significantly higher than in the first
quarter as the company implements an announced increase of a
minimum of 40 euros per metric ton, effective April 1, 2004.
Shipments for the quarter are expected to improve by about 10
percent. Shipments for full-year 2004 are currently estimated at
5.0 million net tons.

In the second quarter of 2004, the Tubular segment is expected to
benefit from significantly higher prices, although shipments could
be affected by shortages of rounds from outside suppliers. The
Tubular segment continues to expect annual shipments of 1.0
million tons, which reflects a year over year improvement of about
18 percent.

For the second quarter of 2004, the company expects improved
seasonal results from taconite pellet operations. Additionally,
with improving profitability, U. S. Steel expects higher costs
related to profit-based payments under the labor agreement with
the United Steelworkers of America.

U.S. Steel, through its domestic operations, is engaged in the
production, sale and transportation of steel mill products, coke,
and iron- bearing taconite pellets; the management of mineral
resources; real estate development; and engineering and consulting
services and, through its European operations, which include U. S.
Steel Kosice, located in Slovakia, and U. S. Steel Balkan located
in Serbia, in the production and sale of steel mill products.
Certain business activities are conducted through joint ventures
and partially owned companies. United States Steel Corporation is
a Delaware corporation.

                        *    *    *

As reported in the Troubled Company Reporter's February 4, 2004
edition, Standard & Poor's Ratings Services assigned its
preliminary 'BB-' senior unsecured and preliminary 'B'
subordinated debt ratings to United States Steel Corp.'s $600
million universal shelf. The company may also issue preferred
stock under the shelf.

At the same time, Standard & Poor's affirmed all its existing
ratings, including the 'BB-' corporate credit rating on U.S. Steel
and revised its outlook on the company to stable from negative.
Total debt for the Pittsburgh, Pennsylvania-based company was $2.2
billion (including operating leases) for the December 2003
quarter.

"The outlook revision reflects the anticipated improvements in the
company's financial profile owing to its ongoing cost-reduction
initiatives, as well as benefits from management's actions to
moderate potentially high cash outlays for its pension obligations
in the next few years," said Standard & Poor's credit analyst Paul
Vastola.

The ratings reflect the company's aggressive financial leverage--
including its underfunded postretirement benefit obligations--and
challenging market conditions, which overshadow its good liquidity
and its improved market share and cost position following its May
20, 2003, acquisition of National Steel Corp. The company also
benefits from a product mix that is more diverse than its
competitors. Following its acquisition of the assets of National,
U.S. Steel's domestic steel production capability increased to
19.4 million tons, making it the largest integrated steel producer
in North America.



WILSONS THE LEATHER: Lenders Agree to Amend Credit Facility
-----------------------------------------------------------
Wilsons The Leather Experts Inc. (Nasdaq:WLSN) announced that it
entered into an agreement to amend its revolving credit facility
and Term B Promissory Note. The revolving credit facility, which
is provided by GE Capital, CIT, Wells Fargo, and LaSalle, has also
been amended to approve Wilsons Leather's previously announced
private placement of 17,948,718 shares of newly issued Common
Stock to Peninsula Investment Partners, L.P. and Quaker Capital
Partners I, L.P. and Quaker Capital Partners II, L.P. at a
purchase price of $1.95 per share. This transaction, when
completed, will provide the Company with $35.0 million in new
equity before expenses.

The closing of the transaction is subject to certain closing
conditions, the primary condition being the approval of the
Company's shareholders. Wilsons Leather intends to use the
proceeds from the issuance of the Common Stock to repay its 11
1/4% Senior Notes due August 15, 2004, and for general working
capital purposes. Receipt of such funds will enable the Company to
borrow under its revolving credit facility, which the Company
expects it will not need to access until the middle of July. The
credit facility caps the amount that can be paid to landlords as a
result of the previously announced liquidation of 111 stores. Due
to a smaller store base and lower inventory requirements, the
amendment to the credit facility reduces the size of the revolving
credit facility from $180.0 million to $125.0 million and,
effective upon repayment of the Senior Notes, extends the term of
the revolving credit facility and Term B Promissory Note to June
2008.

Commenting on these agreements, Joel Waller, Chief Executive
Officer said, "We are extremely pleased with both of these
agreements. The equity placement, led by one of our long-term
investors--Peninsula Investment Partners, L.P.--will enable us to
operate under a favorable and improved financial structure.
Likewise, the credit facility, underwritten by a very supportive
bank syndicate, will provide us with the necessary flexibility in
working capital to optimize our business as we focus our efforts
on returning to profitability. We are excited to have made
positive progress with respect to our re-financing and look
forward to continuing our efforts to drive our business forward."

                     About Wilsons Leather

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


W.R. GRACE: Asks Court To Determine Suitable Future Claims Rep
--------------------------------------------------------------
The W.R. Grace Debtors try again to appoint a legal representative
for future asbestos claimants.  "Due to a lack of consensus among
the official committees in these cases," the Debtors ask the Court
to determine the most appropriate individual from among the three
candidates they identified to act as the Futures' Representative.

Throughout the course of these bankruptcy cases, the Debtors have
consistently sought to appoint a Futures' Representative who was
supported by every affected constituency.  Unfortunately, the
Debtors' efforts to identify a consensus candidate have failed.  
Of the three candidates currently identified by the Debtors for
consideration, no one has a consensus.  The Committees have
diverging opinions with respect to these candidates and, as a
result, the Debtors have not been able to obtain unanimous
support for any of the candidates.

The three candidates are:

          (1) David T. Austern
          (2) Professor Eric D. Green
          (3) Dean M. Trafelet

The Committees' opinions on the candidates, including that of yet
another "new" candidate, are:

                              Unsecured
                  Equity      Creditors       PI          PD
                  Committee   Committee   Committee   Committee
                  ---------   ---------   ---------   ---------
David Austern     Strongly    Strongly    Oppose      Oppose
                  support     support

Eric Green        Slightly    Oppose      Support     Oppose
                  oppose

Dean Trafelet     Somewhat    Somewhat    Oppose      Oppose
                  oppose      oppose

"New" Candidate   Oppose      Oppose      Oppose      Oppose

The PD Committee favors the appointment of a candidate who has
never served in a similar capacity.  The Debtors invited the PD
Committee to suggest candidates, but to date none has been named.  
The Debtors considered seeking out such a candidate themselves,
but ultimately decided that the interests of efficiency and
fairness would not be well served through the appointment of a
novice as Futures' Representative.

Of the three candidates suggested, Mr. Austern is the only
candidate that is not presently a futures' representative in any
of the active asbestos Chapter 11 cases pending in the District
of Delaware.  As a result, the Debtors believe that Mr. Austern
may be the most appropriate candidate with the most time
available to devote to the role as Futures' Representative in
these Chapter 11 cases.

To the best of the Debtors' knowledge, each of the three
candidates are disinterested persons within the meaning of the
Bankruptcy Code and neither hold nor represent any adverse
interest.  

Mr. Trafelet is the Futures' Representative in the Chapter 11
cases of Armstrong World Industries, Inc., and USG Corporation.  

Professor Green is the Futures' Representative in the cases of
Fuller-Austin Insulation Co., Babcock and Wilcox Co., and
Federal-Mogul Global, Inc.

Mr. Austern presently serves as the Futures' Representative in
Combustion Engineering, Inc.  However, his role in that case is
almost over as the Chapter 11 plan in that case has been
confirmed. (W.R. Grace Bankruptcy News, Issue No. 60; Bankruptcy
Creditors' Service, Inc., 215/945-7000)
                       

* Counsel Dennis R. Dumas Joins Chadbourne & Parke LLP
------------------------------------------------------
The international law firm of Chadbourne & Parke LLP announced
that corporate attorney Dennis R. Dumas, 45, has joined the Firm
as counsel, resident in New York. Mr. Dumas was most recently
managing counsel heading the global securities and capital markets
practice group in The Bank of New York's legal division.

"We are pleased to welcome Dennis to Chadbourne," said Charles K.
O'Neill, the Firm's Managing Partner. "His considerable capital
markets and securities transactional and regulatory experience,
particularly on the bank and broker- dealer sides of the table,
will be of great value both to the Firm and our clients."

Mr. Dumas comes to Chadbourne with nearly 20 years of securities
industry and corporate experience. At The Bank of New York, Mr.
Dumas represented the bank and its broker-dealer subsidiaries and
affiliates on a wide range of matters, including securities,
capital markets, contracts, corporate governance, rules,
regulations, policies, procedures, regulatory developments,
inquiries and other matters. He also provided advice on bank
regulatory matters related to broker-dealer affiliates, and
advised the marketing, compliance, internal audit and global risk
management departments. In addition, he managed business-side
dispute resolution with broker-dealer clients and third parties.

Previously, Mr. Dumas was senior counsel at The Bank of New York.
In that capacity, he structured BNY Capital Markets, Inc., the
first major broker- dealer affiliated with The Bank of New York,
as a start-up underwriting and dealing broker-dealer. Mr. Dumas
also served as Chief Legal Officer of BNY Capital Markets, Inc.

Mr. Dumas was appointed Receiver by the Federal District Court
(Southern District of New York), upon the recommendation of the
Securities and Exchange Commission (SEC) Division of Enforcement,
on three separate occasions. As Receiver, he administered and
distributed millions of dollars of Receivership funds to qualified
claimants allegedly damaged by wrongdoing specified in SEC
lawsuits that recovered those funds both during and before his
tenure at The Bank of New York.

Prior to joining The Bank of New York, Mr. Dumas was a senior
associate at Winthrop, Stimson, Putnam & Roberts in the business
and securities law and complex litigation practices. At Winthrop,
he advised broker-dealers, public companies and other
organizations and individuals on securities, corporate and other
applicable laws. Among other representative matters, Mr. Dumas
assisted Japan's Ministry of Finance in drafting that country's
securities laws, and acted as primary outside counsel to broker-
dealer First Albany Corporation. He also represented banks,
broker-dealers and others before multiple government agencies in
securities and complex litigation.

Mr. Dumas's previous experience also includes serving as an
attorney- advisor in the SEC's Division of Enforcement, where he
investigated federal securities law violations by issuers, broker-
dealers, auditors and others. At the SEC, he focused on trading,
market manipulation, accounting, auditing and financial fraud
cases. During his time at the SEC, Mr. Dumas also served as a
Special Assistant U.S. Attorney.

Mr. Dumas received his B.S. from Duke University, Trinity College,
and his J.D. from the Duke University School of Law.

                  About Chadbourne & Parke LLP

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

                           *********

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

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

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

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

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

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

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

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

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

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

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