TCR_Public/040430.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, April 30, 2004, Vol. 8, No. 85

                           Headlines

ADELPHIA BUSINESS: Qwest Wants to Collect $200K+ Service Payment
AIR CANADA: Union Vice Pres. Appeals to Federal Finance Minister
AMCORE FIN'L: Fitch Affirms Ratings & Revises Outlook to Stable
AMERICAL CORPORATION: Signs-Up Hertz Herson as Accountants
AMERICAN ENERGY: Case Summary & 20 Largest Unsecured Creditors

APPLIANCE CONTROLS: Hires Corporate Revitalization as Consultant
ATLANTIC COAST: First Quarter 2004 Net Income Increases to $3.6MM
AURORA: Debevoise Charges $692K+ in Legal Fees for Final Period
BIOGAN INTERNATIONAL: Wants Creditors to File Claims by June 11
BIOPHAGE PHARMA: First Quarter 2004 Net Loss Narrows to $273,153

CAPRIUS INC: Ex-Auditor BDO Seidman Airs Going Concern Uncertainty
CHAMPION ENTERPRISES: Improved Results Prompt S&P's Stable Outlook
COVANTA ENERGY: Dismisses Deloitte as Independent Auditors
DELTA FIN'L: Posts $9.3M Q1 Net Loss & Declares Quarterly Dividend
ECHO SPRINGS: Distribution to Unsecured Creditors May Be Possible

ENRON: AEP Agrees to Buy Bammel & Related Assets for $115 Million
ENRON: Federal Insurance Wants Stay Relief to Pay Defense Costs
FINOVA GROUP: Will Make First Payment on Senior Notes on May 15
FIRST CHESAPEAKE: Discloses Default & Retaining Bankruptcy Counsel
FIRST CHESAPEAKE: COO & Board Secretary Utpal Dutta Resigns

FIVE J-CTMS LTD: Case Summary & 7 Largest Unsecured Creditors
FLEMING COMPANIES: Objects to PBGC's $400 Million Claims
GENESIS: Neighborcare Adopts New Code Of Business Conduct & Ethics
GEORGIA-PACIFIC: Fitch Upgrades Senior Unsecured Ratings to BB+
GIANT INDUSTRIES: S&P Assigns B- Rating to $150 Mil. Senior Notes

GLOBAL CROSSING: Resolves Mo. Tax Dispute & Gains $278,131 Refund
GLOBAL CROSSING: Slim Family Discloses 9.1% Equity Stake
GLOBIX CORP: Will to Hold Q2 Investor Conference Call on May 6
GMAC COMMERCIAL: Fitch Affirms Low Ratings on 7 1998-C2 Classes
HMH ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors

HOST MARRIOTT: Incurs $31MM Q1 Net Loss Despite Increased Revenues
HYTEK MICROSYSTEMS: Going Concern Ability is in Doubt
ITRON INC: S&P Rates $125 Million Subordinated Debt at B
J.I. HOLDINGS INC: Case Summary & 9 Largest Unsecured Creditors
KRUSWICK FARMS: Case Summary & 20 Largest Unsecured Creditors

LAZY DAYS: S&P Gives Low-B Ratings to Corp Debt & Sr. Unsec. Notes
LES BOUTIQUES: Receives Seven Offers from Third Parties
LEUCADIA: Fitch Assigns BB+ Rating to Planned $350MM Senior Debt
MILACRON INC: S&P Revises Watch to Positive on Plan to Offer Notes
MIRANT CORPORATION: Employs Ryan & Company as Tax Consultants

NATIONAL BEDDING: S&P Upgrades Corporate & Sr. Debt Ratings to BB-
NEXTEL PARTNERS: Launches 11% Sr Debt Offer & Consent Solicitation
NORTEL NETWORKS: Appoints William Owens as New President and CEO
NORTEL: S&P Downgrades Ratings to B- & Revises Watch to Developing
NUEVO: Buys Out Remaining Contingent Payments to Unocal for $40MM

OGLEBAY NORTON: Court Okays New $305MM DIP Loan & Exit Financing
ONE DREAM SOUND: Case Summary & 22 Largest Unsecured Creditors
PENTON MEDIA: Will File Delayed Q1 Report No Later than May 17
PARMALAT GROUP: Loses EUR4.1 Million In Thailand Unit Sale
PORTICO BED & BATH: Voluntary Chapter 11 Case Summary

RMF: Fitch Assigns B/C Ratings to Series 1995-1 Classes E & F
ROGERS COMMS: AT&T Intends to Monetize Rogers Wireless Stake
ROGERS COMMUNICATIONS: S&P Places Ratings on CreditWatch Negative
STATION CASINOS: Frank J. Fertitta's Equity Stake Reduced to 12.2%
STELCO INC: Steelworkers Say Plan Just a Demand for Concessions

STELCO: Will Reports Year-End 2003 & Q1 2004 Results on May 6
TAE BO RETAIL: Look for Schedules & Statements by May 12
TECO ENERGY: Low-B Rated Company Publishes First Quarter Results
TEMPUR-PEDIC: S&P Raises Debt Ratings to BB- & Removes CreditWatch
TIME WARNER: First Quarter 2004 Net Loss Tops $38.8 Million

TRITON AVIATION: Fitch Cuts Ratings to Low-B & Junk Levels
UNITED AIRLINES: Wants to Walk Away from Four Aircraft Deals
US AIRWAYS: Will Become Full Star Alliance Member on May 4, 2004
USG CORPORATION: Reports Record First Quarter Net Sales & Revenues
VARICK STRUCTURED: Fitch Junks Classes B & C Note Ratings

WESTAR FINANCIAL: Disclosure Statement Hearing Set for June 7

* Mintz Levin Among Top Bond & Underwriters' Counsel in Q1 2004

* BOOK REVIEW: Transnational Mergers and Acquisitions
               in the United States

                           *********

ADELPHIA BUSINESS: Qwest Wants to Collect $200K+ Service Payment
----------------------------------------------------------------
Qwest Corporation asks the Court to modify the stay for it to
terminate telecommunication services to Adelphia Business
Solutions, Inc. (ABIZ) due to ABIZ's failure to make payments.  
ABIZ owes Qwest about $72,000 for prepetition services and
$132,000 for postpetition services.

Qwest and ABIZ are parties to various agreements, which include,
but are not limited to, interconnection agreements in the States
of Washington, Idaho, Oregon, Utah, Arizona, Iowa, Colorado, and
Minnesota, and a Collocation Agreement by which Qwest provided
telecommunications services.

Headquartered in Coudersport, Pennsylvania, Adelphia Business
Solutions, Inc., now known as TelCove -- http://www.adelphia-
abs.com/ -- is a leading provider of facilities-based integrated
communications services to businesses, governmental customers,
educational end users and other communications services providers
throughout the United States.  The Company filed for Chapter 11
protection on March March 27, 2002 (Bankr. S.D.N.Y. Case No. 02-
11389) and emerged under a chapter 11 plan on April 7, 2004.  
Harvey R. Miller, Esq., Judy G.Z. Liu, Esq., Weil, Gotshal &
Manges LLP represent the Debtors in their restructuring efforts.  
When the Company filed for protection from its creditors, it
listed $2,126,334,000 in assets and $1,654,343,000 in debts.
(Adelphia Bankruptcy News, Issue No. 57; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AIR CANADA: Union Vice Pres. Appeals to Federal Finance Minister
----------------------------------------------------------------
The Canadian General Vice President of the International
Association of Machinists and Aerospace Workers  appealed to
Federal Finance Minister Ralph Goodale to acknowledge Air Canada's
unique position. Dave Ritchie asked the minister to make the cost
relief changes necessary to ensure that Air Canada and the rest of
the Canadian Air Transport industry continues to fly. The letter
is as follows.

                           *   *   *

                                   April 27, 2004

The Honourable Ralph Goodale, PC, MP            
Minister of Finance
House of Commons
Ottawa, Ontario

Dear Minister:

     The International Association of Machinists and Aerospace
Workers represents 15,000 workers in Canada's air transport
industry. We are deeply concerned about your reported belief that
Air Canada's current difficulties are not of major importance to
Canadians in all parts of Canada.

     The federal government's failure to provide a coherent policy
for the development of the Canadian air transport industry has led
to repeated distress, and many bankruptcies. Federal government-
imposed and approved taxes and fees have weakened the industry,
and we call on you and your government to provide cost relief to
all Canadian carriers. I have also written to your cabinet
colleague, the Minister of Transport.

     We are disturbed that you do not seem to understand Air
Canada's unique position. It is the only Canadian carrier
providing regional, national and international service. No other
carrier is constrained as Air Canada, by its own legislation, and
by the Canada Transport Act. The failure of Air Canada would do
irreparable harm to the Canadian economy and Canadians in all
regions of the country.

     We urge you and your government to step up and make the
changes necessary to ensure that Air Canada and the rest of the
Canadian air transport industry thrive and provide essential
transportation services to all parts of our country.

                                   Sincerely yours,

                                   Dave Ritchie
                                   Canadian General Vice President
                                   IAMAW

                        *   *   *

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.


AMCORE FIN'L: Fitch Affirms Ratings & Revises Outlook to Stable
---------------------------------------------------------------
Fitch Ratings has affirmed all ratings of Amcore Financial, Inc.
(AMFI) and its subsidiary bank, Amcore Bank, NA. The Rating
Outlook has been revised to Stable from Negative.

The revised Rating Outlook reflects Fitch's increased comfort with
AMFI's ability to manage through the credit cycle. While asset
quality at AMFI experienced some pressure during the economic
downturn, credit performance was better than Fitch expected when
the Negative Outlook was assigned. Fitch recognizes that a full
economic recovery has not occurred in AMFI's home market of
Rockford, IL however we expect that credit administration changes,
which include increased staffing and stepped up monitoring,
combined with an improved business climate should result in more
stable measures.

AMFI's branch expansion initiative continues to improve the
company's loan and deposit growth prospects which are reflected in
the current rating. Loan and deposit growth targets are considered
reasonable, particularly in an improving economic environment.
Fitch expects earnings momentum to increase in the coming year as
these locations begin to add to profitability, failure to achieve
earnings improvement after new branching is complete would be a
rating concern. Management changes made in the asset management
segment are also viewed positively and should lead to improved
investment performance and help reverse recent declines in fee
based revenues.

Ratings affirmed by Fitch:

     Amcore Financial

               --Long-term senior 'BBB';
               --Short-term 'F2';
               --Individual 'B/C';
               --Support '5'.
     
     Amcore Bank

               --Long-term deposit 'BBB+';
               --Long-term senior 'BBB';
               --Short-term deposit 'F2';
               --Short-term 'F2';
               --Individual 'B/C';
               --Support '5'.
     
     Amcore Capital Trust I

               --Preferred Securities 'BBB-'.


AMERICAL CORPORATION: Signs-Up Hertz Herson as Accountants
----------------------------------------------------------
Americal Corporation is asking permission from the U.S. Bankruptcy
Court for the Eastern District of North Carolina, Raleigh
Division, to employ Hertz, Herson & Company, LLP as its
accountants in its chapter 11 proceeding.

Hertz Herson's accounting and auditing services include:

   a) auditing the financial statements of the Debtor as may be
      required from time to time, and advise and assist in the
      preparation of financial statements and disclosure
      documents;

   b) auditing any benefit plans as may be required by the
      Department of Labor or the Employee Retirement Income
      Security Act, as amended;

   c) reviewing management's internally prepared financial
      statements of the Debtor as required by applicable law or
      as requested by the Debtor;

   d) appearing before the Bankruptcy Court, if needed, with
      respect to the acts, conduct and property of the debtor-
      in-possession and Debtor;

   e) analyzing and consulting regarding accounting systems
      maintained by the Debtor, including assistance in
      developing procedures to segregate pre-petition and post-
      petition business transactions;

   f) identifying and analyzing executory contracts and leases
      including performing cost/benefit evaluations with respect
      to the assumption or rejection of each, as well as
      providing assistance in the renegotiation of such
      contracts;

   g) analyzing creditor claims by type including reclamation
      claims and return goods motions as appropriate in addition
      to coordinating the efforts of the claims processing
      agent, company personnel, and counsel in the resolution
      and/or estimation of claims, individually and by class;

   h) assisting Debtor's counsel in the preparation and
      evaluation of any potential litigation or claims
      objections, as requested;

   i) performing any other services requested by the Debtor's
      creditor's committee and their respective attorneys or any
      other interested parties to the proceeding;

   j) assisting in the preparation and presentation of
      projections and pro-form financial data;

   k) assisting with bookkeeping matters, including, but not
      limited to, reconciliation of accounts receivables,
      accounts payable, cash, etc.;

   l) performing other related services for the Debtor as may be
      necessary or desirable;

   m) performing other accounting services and financial
      advisory services as requested by the Debtor that are not
      duplicative of the financial advisory services to be
      provided by any other financial advisor to the Debtor.

Hertz Herson's tax services include:

   a) reviewing and assisting in the preparation and filing of
      any tax returns;

   b) advising and assisting regarding tax planning issues,
      including calculating net operating loss carry forwards
      and the tax consequences of any proposed plan of
      reorganization, and assistance in the preparation of any
      Internal Revenue Service ruling requests regarding the
      future tax consequences of alternative reorganization
      structures;

   c) assisting regarding existing and future IRS examinations;

   d) assisting regarding real and personal property tax
      matters, including review of real and personal property
      tax returns, tax research, negotiation of values with
      appraisal authorities, preparation and presentation of
      appeals to local taxing jurisdictions and assistance in
      litigation of property tax appeals; and

   e) providing any and all other tax assistance as may be
      requested from time to time.

Hertz Herson's billing rates range from:

         Staff Designation   Billing Rate
         -----------------   ------------
         accounting staff    $78 to $190 per hour
         managers            $210 to $265 per hour
         partners            $280 to $325 per hour

The current hourly billing rates of the professionals likely to
work on this matter are:

         Professional        Billing Rate
         ------------        ------------
         Frederick Stern     $295 to $325 per hour
         Terry Rubenfeld     $280 to $310 per hour
         Bruce Levinson      $295 to $325 per hour
         Briam Gloznek       $295 to $325 per hour

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


AMERICAN ENERGY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: American Energy Services, Inc.
        P.O. Box 34356
        Houston, Texas 77034

Bankruptcy Case No.: 04-80624

Chapter 11 Petition Date: April 21, 2004

Court: Southern District of Texas (Galveston)

Judge: Letitia Z. Clark

Debtor's Counsel: Richard L. Fuqua II, Esq.
                  Fuqua & Keim
                  2777 Allen Parkway, Suite 480
                  Houston, TX 77019
                  Tel: 713-960-0277

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Technint-Cotecol                           $360,000
c/o Baker Botts/Attn: Tony M. Davis
910 Louisiana
Houston, TX 77002

T-N-T Pipe & Valve                         $111,363

Kochman, Donati & Charbonnet LP             $63,477

AT&T                                        $44,151

Array Products                              $37,948

Darrell Humphrey                            $35,800

OCE-USA                                     $29,869

AT&T                                        $29,666

Ameri-Forge Group                           $28,359

Whitley Penn                                $21,500

Merrill Communications                      $18,166

Chamberlain, Hrdlicka, White                $17,568

AT&T                                        $17,319

United Health Care                          $16,852

KLM International                           $15,000

Bowne of New York                           $10,000

Sirs Uniforms                                $9,419

Fadimaq SRL                                  $9,337

Arun Sharma, M.D.                            $8,608

AT&T                                         $8,453


APPLIANCE CONTROLS: Hires Corporate Revitalization as Consultant
----------------------------------------------------------------
Appliance Controls Group, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, for permission to employ Corporate
Revitalization Partner, LLC to provide management services as they
restructure their business under chapter 11.  

Corporate Revitalization will provide Thomas S. O'Donoghue and up
to four additional individuals to work for the Debtors.  Mr.
O'Donoghue will act as the Debtors' Chief Restructuring Officer.

Corporate Revitalization specializes in providing crisis
management and restructuring services to troubled companies. Mr.
O'Donoghue is a Managing Partner and member of the firm and has
served as a turnaround consultant for a number of companies in a
variety of industries.  Mr. O'Donoghue has substantial knowledge
and experience in serving as a senior officer in large companies
and in assisting troubled companies with stabilizing their
financial condition, analyzing their operations, and developing
appropriate business plan to accomplish the necessary
restructuring of their operations and finances.

Mr. O'Donoghue is authorized to make decisions with respect to all
aspects of management and operations of the Debtors' business
subject to the governance by the Board of Directors. However, Mr.
O'Donoghue and his team will not have authority or make decisions
other than for the activities in the ordinary course of business
or otherwise approved by the Board.

The Debtors agree to compensate Corporate Revitalization its
standard rates:

   Professional               Billing Rate
   ------------               ------------   
   Thomas S. O'Donoghue       $350 per hour not to exceed
                              $13,000 per week

   Cooper Crouse              $300 per hour not to exceed
                              $16,500 per week

   Kevin Smith                $300 per hour not to exceed
                              $16,500 per week

   David Hull                 $200 per hour not to exceed
                              $11,000 per week

   Administrative Assistants  $75 per hour

Headquartered in Sugar Grove, Illinois, Appliance Controls Group
Inc., is one of the world's leading designers, manufacturers and
distributors of combustion-related components for the gas cooking
appliance industry.  The Company filed for chapter 11 protection
on April 12, 2004 (Bankr. N.D. Ill. Case No. 04-14517).  Robert M.
Fishman, Esq., at Shaw Gussis Fishman Glantz Wolfson & Towbin LLC
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from their creditors, they listed
both estimated debts and assets of over $10 million.


ATLANTIC COAST: First Quarter 2004 Net Income Increases to $3.6MM
-----------------------------------------------------------------
Atlantic Coast Airlines Holdings, Inc. (Nasdaq: ACAI), parent of
Atlantic Coast Airlines (ACA) reported first quarter 2004 net
income of $3.6 million (8 cents per diluted share) compared to
first quarter 2003 net income of $2 million (4 cents per diluted
share) in accordance with generally accepted accounting principles
(GAAP). The company's net income for first quarter 2004 reflects:

      -- J-41 turboprop aircraft early retirement charges of $6.8
         million (pre-tax) arising from the retirement of three
         aircraft during the first quarter

      -- Additional revenue of $3.3 million (pre-tax) from the
         reconciliation of 2003 code share activity

      -- Costs related to the launch of Independence Air of
         approximately $4.5 million (pre-tax)

      -- Legal fees related to the Mesa litigation and the United
         transition agreement of approximately $1.0 million (pre-
         tax)

In comparison, the company's net income for the first quarter of
2003 reflected, among other things, unusually adverse weather
conditions, damaged aircraft and the fact that the company did not
reach an agreement with United for fee-per-departure rates until
later in the year.

The company raised approximately $122 million from the sale of
convertible notes in February 2004 and ended the first quarter
with $350 million in cash, cash equivalents and short term
investments.

Atlantic Coast Airlines (S&P, B- Corporate Credit Rating,
Developing) currently operates as United Express and Delta
Connection in the Eastern and Midwestern United States as well as
Canada. In April 2004, the company announced that it had reached
agreement with United Airlines on a transition plan out of the
United Express program to begin in June and to be completed by
August 2004. In addition, Delta Air Lines notified the company it
was exercising its option to terminate the company's Delta
Connection agreement without cause upon six months notice.

On June 16, 2004, the company plans to begin operations as
Independence Air -- an independent low-fare airline based at
Washington Dulles International Airport. -- On a date in May (to
be announced shortly), Independence Air will reveal the 35 summer
launch destinations it will serve from Washington Dulles, as well
as its simplified low-fare structure, schedule of frequent
departures, and the start date of service for each destination --
On June 16th, Independence Air will operate its inaugural flights
-- By late summer, the Independence Air hub at Washington Dulles
will become the largest low-fare hub in America, growing to over
300 daily departures -- In September, the first of 27 Airbus A319
aircraft on firm order will arrive -- each configured for single-
class service with 132 seats -- In 2005 and early 2006, as the
Independence Air Airbus fleet continues to grow, the airline's
schedule will expand to over 700 daily departures with service to
50 destinations on the East Coast, Florida, the Midwest, South and
West Coast

The company currently has a fleet of 142 aircraft -- including a
total of 120 regional jets -- and offers over 800 daily
departures, serving over 80 destinations. The company employs
approximately 4,100 aviation professionals.

For more information about Atlantic Coast Airlines Holdings, Inc.,
visit its website at http://www.atlanticcoast.com/


AURORA: Debevoise Charges $692K+ in Legal Fees for Final Period
---------------------------------------------------------------
According to Debevoise & Plimpton, LLP, the firm and its
professionals are entitled to $692,183 in final fees and expenses
as compensation for services rendered for the period from
December 8, 2003 until March 19, 2004.  The Final Amount includes
$378,685 plus reimbursement of expenses amounting to $8,484
incurred during the Interim Period -- February 1, 2004 through
March 19, 2004.

Debevoise & Plimpton is counsel to the Official Committee of
Unsecured Creditors in Aurora Foods, Inc.'s chapter 11 case.

By this application, Debevoise asks the Court to approve the fees
and services incurred during the interim and final period, and to
direct the Debtors to pay them $319,639, representing all allowed
but unpaid fees and expenses.

During the Interim Period, 23 Debevoise professionals spent
considerable time on the Debtors' cases:

   Professional                Title                Hours Worked  
   ------------                -----                ------------
   Andrew N. Berg         Corporate Partner                2.3
   Steven R. Gross        Corporate Partner               44.0
   William D. Regner      Corporate Partner               43.5
   Carl Micarelli         Litigation Counsel              85.0
   Maureen A. Cronin      Corporate Associate            130.5
   Jonathan E. Levitsky   Corporate Associate            271.2
   Elisabeth Avnet Morse  Corporate Associate             37.0
   Lisa Ono               Corporate Associate              4.3
   James B. Roberts       Corporate Associate            193.3
   Evelyn Sheehan         Corporate Associate             26.9
   My Chi To              Corporate Associate              0.1
   Amy Thomas Ross        Tax Associate                    8.4
   Marie S. Ventimiglia   Sr. Litigation Case Mgr.        11.8
   Jeffrey Hova           Freelance Legal Asst.            4.0
   Richard B. Wolff       Financial Analyst               37.6
   John S. Rapaciullo     Project Manager                  0.1
   Aurelia A. Sanchez     Reference Coordinator            1.0
   Nicole Aiken           Docket Clerk                    14.4
   Marzena Hacker         Docket Clerk                     0.6
   Tamara Kogan           Docket Clerk                     0.4
   Amy Kokot              Docket Clerk                     1.1
   Dana L. Saunders       Docket Clerk                     0.2
   Jeanette S. Weir       Docket Clerk                     2.1
                                                    ------------
                                                         919.6
                                                    ============

According to Steven R. Gross, a partner at Debevoise, the
services rendered during the Interim Period are categorized into
projects:

                         Hours                      Total
Project Category         Worked    Total Fees   Disbursements
----------------         ------    ----------   -------------
Merger                    531.6   $224,771.50       $1,068.41
Asset Analysis/
  Valuation & Recovery      0.5        212.50            -
Case Administration        49.6     16,941.50          338.32
Fee/Employment
  Applications             59.9     13,916.50           90.51
Litigation                174.8     74,898.00        5,829.48
Plan and Disclosure
  Statement                82.7     37,956.00        1,157.73
Tax Issues                  1.7      1,190.00            -
Non-Working
  Travel Time              18.8      8,799.25            -
                         ------    ----------   -------------
                          919.6   $378,685.25       $8,484.45

The fee guidelines of the District of Delaware state that non-
working travel time is compensable at one-half of the allowed
hourly rates.  The amount of non-working travel time actually
incurred during the covered period and its corresponding full
value were 37.6 hours and $17,598.50.

Mr. Gross outlines the out-of-pocket expenses spent by the firm
during the Interim Period that should be reimbursed:

   Expense Category                                     Amount
   ----------------                                     ------
   Administrative overtime expenses                        $47
   Computerized research                                   905
   Duplication                                             307
   Express deliveries and outside messengers                47
   Lawyer's out-of-pocket disbursements                    156
   Lawyer's travel                                       3,422
   Messenger charges                                        25
   Online docketing, doc research & retrieval services      21
   Outside copying                                          41
   Postage                                                   3
   Professional overtime expenses                        1,243
   Telecopier - outgoing                                    25
   Telephone conferencing vendors                          155
   Telephone toll calls                                     10
   Transcript charges                                    1,903
   Word processing & related document prep. charges        174
                                                       -------
                                                        $8,484
                                                       =======

Aurora Foods Inc. -- http://www.aurorafoods.com/-- based in St.  
Louis, Missouri, produces and markets leading food brands,
including Duncan Hines(R) baking mixes; Log Cabin(R), Mrs.
Butterworth's(R) and Country Kitchen(R) syrups; Lender's(R)
bagels; Van de Kamp's(R) and Mrs. Paul's(R) frozen seafood; Aunt
Jemima(R) frozen breakfast products; Celeste(R) frozen pizza; and
Chef's Choice(R) skillet meals.  With $1.2 billion in reported
assets, Aurora Foods, Inc., and Sea Coast Foods, Inc., filed for
chapter 11 protection on December 8, 2003 (Bankr. D. Del. Case No.
03-13744), to complete a pre-negotiated sale of the company to
J.P. Morgan Partners LLC, J.W. Childs Equity Partners III, L.P.,
and C. Dean Metropoulos and Co.  Judge Walrath confirmed the
Debtors' pre-packaged plan on Feb. 20, 2004.  Sally McDonald
Henry, Esq., and J. Gregory Milmoe, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP provide Aurora with legal counsel, and David Y.
Ying at Miller Buckfire Lewis Ying & Co., LLP provides financial
advisory services. (Aurora Foods Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


BIOGAN INTERNATIONAL: Wants Creditors to File Claims by June 11
---------------------------------------------------------------
Biogan International, Inc., wants the United States Bankruptcy
Court for the Northern District of Ohio, Eastern Division, to set
4:00 p.m. on June 11, 2004, as the deadline for all creditors owed
money on account of claims arising prior to April 15, 2004, to
file written proofs of claim.

The Debtor is confident that the case will move promptly toward
the proposal and confirmation of a plan.  In advance of confirming
a plan, it is essential that the Debtor gets the idea of the
claims' full nature, extent and scope of the claims against its
estate.

The Debtor proposes that proofs of claim be filed directly with
its claims agent, Bankruptcy Services, LLC.

Four categories of claims are exempted from the Bar Date:

     (a) claims scheduled in the right amount and not disputed,
         contingent or unliquidated;

     (b) claims already properly filed;

     (c) claims previously allowed by the Bankruptcy Court; and

     (d) administrative expense claims.  

Creditors must file written proofs of claim to be actually
received by BSI at:

         Bankruptcy Services, LLC
         757 Third Avenue, Third Floor
         New York, New York 10017

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.


BIOPHAGE PHARMA: First Quarter 2004 Net Loss Narrows to $273,153
----------------------------------------------------------------
Biophage Pharma Inc. (TSX: BUG.V), a Canadian biopharmaceutical
company announced its financial results and review of operating
highlights for the first quarter ended February 29, 2004.

"An important highlight of the quarter was the granting of two
Experimental Study Certificates (ESC) from Health Canada
Veterinary Drugs Directorate for ColiPro BP64 (treatment of
coliform diarrhea in piglets) and SalmoPro BP1 (reduction of
salmonella bacterial load in finisher swine). These ESCs allow the
Corporation to start its field studies for these two drug
candidates," commented Mr. Elie Farah, Chief Executive Officer of
Biophage Pharma Inc. "It is expected that these studies will be
carried out by important Canadian pork producers," added Mr.
Farah.

During the quarter, the Corporation reduced its net loss to
$273,153 ($0.01 per share) from a net loss of $417,289 ($0.02 per
share) for the same quarter in 2003. Revenues totalled $208,939 as
compared to $294,452 for the same period in 2003. The decrease was
related to a slow down in the CRO activities at the beginning of
the year.

Research and development costs, before tax credits for the first
quarter of 2004, amounted to $138,764, compared to $295,025 for
2003, a decrease of 53% related to the reduction of R&D activities
initiated by management in April 2003 in order to secure funds.
The research and development tax credits were $30,000 in the first
quarter of 2004 as compared to $72,000 in 2003.

Costs of contracts were $167,843 for the first quarter of 2004 as
compared to $184,919, representing 81% and 64% of the contract
revenues, respectively. The increase in percentage for 2004 was
related to fixed costs associated with the CRO activities. General
and administrative expenses totalled $185,238 as compared to
$260,311 for the same quarter in 2003, resulting from a
rationalization of expenses.

As at February 29, 2004, Biophage had cash, cash equivalents and
temporary investments of $650,875, compared with $848,333 as at
November 30, 2003. Biophage is currently seeking new opportunities
and/or additional financing for its R&D programs which will create
long-term value for its shareholders. The interim financial
statements also include an assumption note as the Corporation's
ability to continue operating as going concern is dependent on its
raising additional financing and achieving and maintaining
profitable operations.

Biophage Pharma Inc. -- http://www.biophage.com/-- is a Canadian  
biopharmaceutical company developing new therapeutic and
diagnostic products for the management of life-threatening
diseases in two large potential markets: the anti-infective
program, mainly focused on antibiotic-resistant infections in
livestock; and the anti-inflammatory program, focused on
inflammatory diseases in humans. Founded in 1995, Biophage is
located at the Biotechnology Research Institute in Montreal and
employs 18 people, including a team of 14 researchers. Through an
active research and development program, as well as in-licensing
and collaboration agreements, Biophage is building a portfolio of
promising new therapeutics.  


CAPRIUS INC: Ex-Auditor BDO Seidman Airs Going Concern Uncertainty
------------------------------------------------------------------
On March 15, 2004, the Board of Directors and the Audit Committee
of Caprius, Inc., at special meetings, unanimously resolved to
appoint Marcum & Kliegman LLP, New York, New York, as the
Company's independent certifying accountants for the fiscal year
ending September 30, 2004. Earlier in the day on March 15, 2003,
BDO Seidman, LLP, the independent accountants which had audited
the financial statements of the Company for the years ended
September 30, 2003 and 2002, and prior years thereto, advised the
Company that BDO was resigning as the Company's accountants.

The reports of BDO on the Company's consolidated financial
statements for the years ended September 30, 2003 and 2002 had
raised questions as to the ability of the Company to continue as a
going concern based upon the Company's recurring losses from
operations and outstanding litigations in which the Company and
its principal officers and directors are defendants.

In connection with the audits for the years ended September 30,
2003 and 2002, and through March 15, 2004, there were no
disagreements with BDO on any matter of the Company's accounting
principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of BDO, would have caused them to make
reference thereto in their report on the consolidated financial
statements for such years, nor were there any reportable events
that would required disclosure, except as described
in the next paragraph.

Prior to the completion of the audit for the year ended September
30, 2003, BDO received an "anonymous" letter containing
allegations about the Company and its management. The allegations
in that letter were very similar to the allegations in the pending
litigations. Company management responded to each allegation in
the letter. BDO desired that independent counsel review the
allegations and the responses. Independent counsel conducted his
review and
reported his findings to BDO. BDO then issued its report for the
fiscal year ended September 30, 2003 without making any changes in
the financial statements. Because of the time expended in dealing
with the letter, the Company's Form 10-KSB was filed late and the
Company has been delayed in filing the Form 10-QSB for the quarter
ended December 31, 2003. The Company has authorized BDO to respond
fully to Marcum regarding this and any other matter.

On March 15, 2004, the Company engaged Marcum as its new
independent accountants to audit the Company's financial
statements for the year ending September 30, 2004, and to review
the Company's Forms 10-QSB for the fiscal quarters ending December
31, 2003, March 31, 2004 and June 30, 2004.


CHAMPION ENTERPRISES: Improved Results Prompt S&P's Stable Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Champion
Enterprises Inc. to stable from negative. At the same time, the
'B+' corporate credit rating and the ratings on roughly $198
million of senior unsecured notes are affirmed.

"The outlook revision follows a series of prudent restructuring
efforts by Champion's new management team which have improved the
company's operating efficiencies and cost structure, and should
now position the manufactured homebuilder to operate profitably
despite continued market challenges," said Standard & Poor's
credit analyst James Fielding. " In the past year, Champion closed
seven manufacturing plants and 40 retail centers. As a result,
Champion dramatically improved its manufacturing EBIT in the
seasonally slow first quarter and narrowed operating losses in
the retail division."

The outlook is stable. Although a dramatic recovery for the
manufactured housing industry is unlikely in the near term,
Champion has appropriately sized its operations relative to
current market conditions (131,000 industry-wide shipments in
2003). Furthermore, with plant capacity utilization at 54%,
Champion is well positioned to benefit as more disciplined
participants enter the chattel finance business, supporting
improved wholesale shipment levels and gradually reducing the
large inventory of repossessed homes, which currently accounts for
approximately 40% of consumer demand.


COVANTA ENERGY: Dismisses Deloitte as Independent Auditors
----------------------------------------------------------
In a Form 8-K/A filed with the Securities and Exchange Commission
on April 1, 2004, Covanta Energy Corporation reported that it has
replaced its independent auditors, Deloitte & Touche LLP.

Following the acquisition of Covanta by Danielson Holding
Corporation, on March 30, 2004, Covanta's Board of Directors, on
the recommendation of the Audit Committee of Covanta's sole
stockholder, Danielson, which committee also serves as Covanta's
Audit Committee, dismissed Deloitte and engaged the services of
Ernst & Young LLP, Danielson's current independent auditors, as
its new independent auditors.  According to Timothy J. Simpson,
Covanta's Senior Vice President, General Counsel and Secretary,
the change in auditors is effective immediately.

Mr. Simpson discloses that during Covanta's two most recent
fiscal years ended December 31, 2003 and 2002, and through
April 1, 2004, there were no disagreements between Covanta and
Deloitte on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure
which disagreements, if not resolved to Deloitte's satisfaction,
would have caused it to make reference to the subject matter of
the disagreement in connection with its reports.

The Deloitte's audit reports on Covanta's consolidated financial
statements for the fiscal years ended December 31, 2003 and 2002
did not contain any adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope or
accounting principles, except that the reports included:

   -- explanatory paragraphs with respect to Covanta's adoption
      of Statements of Financial Accounting Standards:

         (i) No. 143, "Accounting for Asset Retirement
             Obligations";

        (ii) No. 142, "Goodwill and Other Intangible Assets";

       (iii) No. 144, "Accounting for Impairment or Disposal of
             Long-Lived Assets"; and

        (iv) No. 133, "Accounting for Derivative Instruments and
             Hedging Activities", as amended; and

   -- the uncertainty of Covanta continuing as a going concern.

The financial statements did not reflect or provide for the
consequences of Covanta's bankruptcy proceedings.

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)   


DELTA FIN'L: Posts $9.3M Q1 Net Loss & Declares Quarterly Dividend
------------------------------------------------------------------
Delta Financial Corporation (Amex: DFC), a specialty consumer
finance company that originates, securitizes and sells non-
conforming mortgage loans, reported its financial results for the
three months ended March 31, 2004.

Net loss for the quarter ended March 31, 2004 was $9.3 million, or
$0.55 per diluted share, compared to net income of $6.7 million,
or $0.36 per diluted share, for the same period one year ago. The
loss was the result of the Company changing its securitization
structure and, consequently, its accounting for securitizations of
its mortgage loans to "portfolio accounting" from "gain-on-sale
accounting" in the first quarter 2004, consistent with changes
made by a significant number of its competitors.

To assist investors in making a more meaningful prior period
comparison, the Company has provided a Non-GAAP presentation of
its first quarter 2004 earnings, set forth as if the Company had
structured its securitization to require gain-on-sale accounting,
as in prior quarters. In such an event, earnings per diluted share
for the first quarter 2004 would have been $0.51, compared to
earnings per diluted share of $0.37 for the fourth quarter of
2003, a 38 percent increase.

Commenting on these results, Hugh Miller, President and Chief
Executive Officer said, "We posted another very strong quarter in
which the negative earnings we reported were simply the result of
our decision to shift to portfolio-based accounting, which only
delays the timing of our recognition of income; it does not change
the fundamental economics of our business. We expect this change
will enable us to deliver a more consistent earnings stream in the
future. We further expect to recognize positive earnings beginning
in the first quarter of 2005 and even higher earnings throughout
2006, as the size of our loan portfolio increases."

                      Financial Highlights

   -- Originated $504 million in loans in the first quarter of
      2004, a year-over-year increase of 56%.

   -- Closed first securitization structured as a financing,
      collateralized by $550 million of mortgage loans, in the
      first quarter of 2004.

   -- Announced the planned redemption of all outstanding Series A
      10% Preferred Stock.

   -- The Board declares first quarterly cash dividend on common
      stock payable in the third quarter of 2004 for all
      stockholders of record on June 25, 2004.

   -- Total cost to originate as a percentage of loan production
      decreased year-over-year by 21%, to 3.3% from 4.2%.

   -- Increased our warehouse lines with our current providers to
      $700 million from $500 million and lowered our financing
      costs.

            The Board Declares Quarterly Dividend

Mr. Miller said, "The fundamental strength of our business is
illustrated by the 56 percent increase in loan originations over
the first quarter of last year. In addition, the vitality of our
operations and our positive outlook resulted in our board of
directors approving a quarterly cash dividend of $0.05 per common
share. This amount represents a 2.66 percent annual yield, based
on yesterday's closing price. The first dividend will be paid on
July 9, 2004 to stockholders of record as of the close of business
on June 25, 2004."

                     Loan Originations

Delta originated $504 million of mortgage loans in the first
quarter 2004, a 56 percent increase over the $323 million of
mortgage loans originated during the comparable period last year.

"We had strong loan origination volume this quarter despite the
normal seasonal weakness in January and February, due to the
cyclical nature of our business. In fact, our March loan
production was the second highest monthly loan production in the
history of the Company, and we expect to achieve similar loan
production levels in April. That said, we believe we are well on
track to meet our guidance of over $2.0 billion in loan
originations for 2004," stated Mr. Miller.

                  Loan Distribution Channels

During the first quarter of 2004, wholesale and retail loan
originations represented approximately 61 percent and 39 percent,
respectively, of Delta's total loan production, compared to 54
percent and 46 percent for the same period last year. Wholesale
production from Delta's network of independent brokers for the
first quarter 2004 grew approximately 75 percent over the
comparable period in 2003. Delta's retail loan production for the
first quarter 2004 increased 33 percent over the same period in
2003.

      Secondary Marketing (Securitization and Loan Sales)

In the first quarter of 2004, Delta closed its first
securitization structured as a financing, collateralized by $550
million of mortgage loans, which was a senior-subordinate
securitization structure under its Renaissance mortgage shelf, and
issued a NIM note (net interest margin note backed by the excess
cashflow certificate received from the securitization). As noted
above, we will recognize the related revenue as net interest
income (interest income on the mortgage loans less interest
expense on the bond financing) as it is received over the life of
the loans, instead of recording virtually all of the income
upfront as a gain on sale of mortgage loans as the Company's prior
structures required under SFAS No. 140. Delta plans to continue to
utilize this securitization structure, which eliminates gain-on-
sale accounting treatment, and account for all its future
securitization transactions as financings. The Company also
delivered $114 million of mortgage loans under a pre-funding
mechanism in connection with its fourth quarter 2003
securitization, which was accounted for as a sale under gain-on-
sale accounting, and in addition, sold approximately $18 million
in loans on a whole-loan basis during the first quarter of 2004.
These transactions accounted for the entire $7.7 million in gain-
on-sale revenues for the quarter ended March 31, 2004.

               Net Operating Loss Carryforward

Although the Company has recorded an approximate effective 39
percent tax provision since the third quarter of 2003, it has been
able to utilize its net operating losses ("NOLs") to offset the
vast majority of its current tax obligations and is only paying
minimal actual cash taxes. The Company expects to continue to pay
only minimal cash taxes - either alternative minimum tax ("AMT")
or excess inclusion income tax, as well as minimal state taxes -
until its NOLs are fully utilized. While the Company's GAAP
earnings were negative for the quarter ended March 31, 2004, it
generated taxable earnings and as such reduced its NOLs, net of
tax from $27 million at December 31, 2003 to $24 million at March
31, 2004.

               Change in Fully Diluted Shares

Total diluted shares for the quarters ended March 31, 2004 and
March 31, 2003 were 16.9 million and 18.5 million, respectively.
The decrease in the Company's diluted weighted average number of
shares outstanding for the three months ended March 31, 2004 over
the respective comparable period was due to Delta posting a loss,
which requires the Company to exclude in-the-money employee stock
options because they are considered antidilutive.

                     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."


ECHO SPRINGS: Distribution to Unsecured Creditors May Be Possible
-----------------------------------------------------------------
"As a result of the administration of the Debtor's estate, a
distribution to creditors now appears possible," in Echo Springs
Water Co., Inc.'s chapter 7 liquidation, according to a notice
sent to creditors by the U.S. Bankruptcy Clerk for the Southern
District of New York.   

Roy Babitt, Esq., at Anderson Kill & Olick, P.C., serves as the
chapter 7 trustee overseeing Echo Spring's liquidation.  The
natural spring water bottler and distributor filed for chapter 11
protection on March 17, 2000 (Bankr. S.D.N.Y. Case No. 00-11064).  
At the time of the filing, the company reported $1,656,595 in
total assets and total debts of $2,288,321.   

The Bankruptcy Clerk advises that to participate in any
distribution from the estate, creditors must file written proofs
of claim on or before July 1, 2004.


ENRON: AEP Agrees to Buy Bammel & Related Assets for $115 Million
-----------------------------------------------------------------
American Electric Power (NYSE: AEP) and Enron Corp. have reached a
proposed settlement agreement regarding the Bammel storage
reservoir and related pipeline and compressor assets.

In June 2001 AEP purchased Houston Pipe Line Co. from Enron and
entered into a 30-year pre-paid lease arrangement for Bammel.
Enron filed bankruptcy six months later and the lease became part
of the bankruptcy proceedings.

Under terms of the agreement, AEP will pay $115 million to acquire
-- among other assets -- all of Enron's interests in the 7,000-
acre underground Bammel storage reservoir near Houston, the
related Bammel Loop, Texas Loop and Houston City Loop pipelines,
appurtenant wells, compressors and other equipment, and 10.5
billion cubic feet (bcf) of natural gas in the Bammel storage
reservoir. AEP and Enron will mutually release the other from all
claims associated with Bammel and the related assets. The parties'
respective trading claims are not covered.

The proposed settlement is subject to bankruptcy court approval.
The acquisition of the Bammel-related assets may require certain
federal or state regulatory clearance.

"This is a significant step that puts the non-trading exposure
risk from Enron's bankruptcy behind us," said Michael G. Morris,
AEP chairman, president and chief executive officer. "Once the
settlement agreement gains necessary approvals we will have title
to the Bammel storage reservoir and related pipeline assets, which
are important to the operation of Houston Pipe Line."

Houston Pipe Line includes approximately 4,000 miles of natural
gas intrastate and gathering pipelines.

The proposed settlement does not cover AEP's suit in Texas federal
court against Bank of America claiming fraud, breaches of
contractual covenants and negligent misrepresentations by Bank of
America in connection with AEP's purchase of the Houston Pipe Line
stock, the Bammel storage lease and related contractual
agreements. Bank of America claims a security interest in
approximately 55 bcf of cushion gas purportedly in the Bammel
storage reservoir.

American Electric Power owns and operates more than 42,000
megawatts of generating capacity in the United States and select
international markets and is the largest electricity generator in
the U.S. AEP is also one of the largest electric utilities in the
United States, with more than 5 million customers linked to AEP's
11-state electricity transmission and distribution grid. The
company is based in Columbus, Ohio.


ENRON: Federal Insurance Wants Stay Relief to Pay Defense Costs
---------------------------------------------------------------
Pursuant to Section 362(d) of the Bankruptcy Code, Federal
Insurance Company asks the Court to lift the automatic stay, to
the extent applicable, to:

   (a) advance or pay under certain insurance policy covered
       defense costs being incurred in pending and future
       lawsuits, proceedings and investigations against present
       and former officers and directors of Enron Corporation and
       affiliates, subject to its fully reserved right and the
       execution of a written undertaking by each of the covered
       Insureds to pay any amount advanced if it ultimately is
       determined that they are not entitled to coverage; and

   (b) advance or pay under the applicable insurance policy,
       where appropriate, covered settlement amounts on behalf
       of the Insureds, subject to the same full reservation of
       rights and defenses and the execution of a written
       undertaking.

In 2001, Enron Corporation purchased an Excess Directors and
Officers Liability Insurance Policy from Federal, Policy No. 8142-
05-47C.  The Federal Excess Policy provides $25,000,000 of excess
insurance coverage, including coverage for certain legal fees and
associated expenses, settlements and judgments incurred on
account of covered "Claims" in excess of:

   (1) a Directors and Officers Liability Insurance Policy from
       Associated Electric & Gas Insurance Services Limited,
       Policy No. D0079A1A98, which provides $35,000,000 of
       primary insurance coverage; and

   (2) an Excess Directors and Officers Liability Indemnity
       Policy from Energy Insurance Mutual, Policy No.
       900630-00DO, which provides $65,000,000 of insurance
       coverage.

Louis A. Scarcella, Esq., at Bailey Cavalieri, LLC, in Uniondale,
New York, relates that coverage under the Policies for certain
defense costs, settlements and judgments -- the Loss -- is
provided directly to or on behalf of present and former officers
and directors of the Debtors if the Loss is not reimbursed by the
Debtors through indemnification payments.  The Policies also
insure the Debtors to the extent the Debtors indemnify their
present and former officers and directors for covered Loss.
Furthermore, the Policies insure the Debtors for certain Claims
asserted against the Debtors and for certain expenses incurred by
the Debtors.

The Federal Excess Policy initially covered certain Claims first
made during the period from September 1, 2001 through
September 1, 2002.  The Federal Excess Policy expired by its
terms on September 1, 2002, at which time the Debtors purchased a
three year Run-Off Endorsement -- Endorsement No. 2 -- under the
Federal Excess Policy.

The Debtors supplemented the coverage provided under the Policies
with additional excess policies from a number of different
insurance carriers.  Total insurance coverage under all of the
D&O Policies is $350,000,000.

Under the AEGIS D&O Policy, Mr. Scarcella reports that the
Insurer will pay, among other things, the legal fees and related
expenses and certain settlement amounts and judgments of the
Debtors' covered directors and officers incurred in a covered
Claim.

Endorsement 13 of the AEGIS D&O Policy, which is incorporated
into the Federal Excess Policy and which is entitled "Priority of
Payments Endorsement," adds an additional subparagraph to Section
I(B) (the Insuring Agreement -- Limits of Liability -- of the
AEGIS D&O Policy.  That endorsement provides:

    "With respect to the ULTIMATE NET LOSS [which includes
    D&O Defense Costs and settlement amounts] for which
    payment is due the INSURER shall: first, pay such CLAIM
    which is covered by Insuring Agreement (A)(1), and then
    with [respect] to any remaining Limits of Liability
    after the payment of any CLAIM made under Insuring
    Agreement (A)(1), at the written request of the chief
    executive officer of the COMPANY, either pay or withhold
    payment of such other remaining portion of the ULTIMATE
    NET LOSS for which overage is provided under this POLICY."

As a result of the priority of payment provision, the interests
of the Debtors in the Federal Excess Policy are secondary to the
interests of the Individual Defendants.

Federal acknowledges that, but for the existence of the
bankruptcy proceeding, Federal would pay or advance covered
Defense Costs and settlement amounts to various Individual
Defendants upon exhaustion of the limits of liability of the
AEGIS D&O Policy and the EIM Excess Policy, subject to its
reservation of rights and other standard conditions.

                          The Lawsuits

The Debtors and their present and former officers and directors
-- the Individual Defendants -- have submitted for coverage under
the Policies more than 240 class action and individual lawsuits,
investigations and proceedings against 64 different former and
current directors, officers and employees of the Debtors.  
According to Mr. Scarcella, most of the Lawsuits alleging
violations of Federal and state securities laws have been
consolidated before Judge Melinda Harmon of the United
States District Court for the Southern District of Texas.

Pursuant to several Orders issued by Judge Harmon, the parties:

   (i) have established a massive document depository and are
       constantly evaluating the millions of documents, which
       have been and are continuing to be deposited therein;

  (ii) have conducted extensive investigations and analysis of
       innumerable factual and legal issues;

(iii) have extensively briefed numerous motions and otherwise
       filed numerous pleadings in the many different Lawsuits;
       and

  (iv) are now commencing extensive deposition discovery of
       scores of witnesses and parties.

                        The Defense Costs

Mr. Scarcella informs Judge Gonzalez that the Individual
Defendants have incurred -- and likely will continue to incur --
significant Defense Costs in the defense of the Lawsuits.  AEGIS
has exhausted its limit of liability under the AEGIS D&O Policy
by the advancement of Defense Costs.  As of January 15, 2004, EIM
has authorized for advancement under the EIM Excess Policy
$54,889,523 in Defense Costs and other Loss.  Of that amount, the
Individual Defendants have already received interim payment or
advancement from EIM totaling $53,749,844.  Federal anticipates
that coverage under the EIM Excess Policy will soon be exhausted
and that the Individual Defendants will then turn to Federal to
advance Defense Costs under the terms and conditions of the
Federal Excess Policy.

                        Settlement Demands

Certain Insureds, from time to time, have presented to AEGIS and
EIM confidential settlement demands.  Since many of the Lawsuits
were filed two or more years ago, it is likely additional
settlement demands will be submitted to Federal in the future.

Federal understands that the settlement demands submitted to
AEGIS and EIM to date have been conditioned on the existence and
terms of the specific demands and any resulting settlement being
held in strict confidence.  To the extent the demands are in turn
made to Federal, Federal would not be at liberty to disclose
anything about the settlement demands.

Consistent with Federal's rights and obligations under the
Federal Excess Policy, Mr. Scarcella assures the Court that any
settlement demand submitted to Federal will be evaluated both
regarding its reasonableness under the circumstances and its
coverage under the Federal Excess Policy.  Federal will consent
to any demand only if and to the extent Federal determines that
the proposed settlement is reasonable and covered under the
Federal Excess Policy. (Enron Bankruptcy News, Issue No. 105;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FINOVA GROUP: Will Make First Payment on Senior Notes on May 15
---------------------------------------------------------------
On April 5, 2004, The FINOVA Group, Inc., advised The Bank of New
York, the Trustee of FINOVA's 7.5% Senior Secured Notes Due 2009
with Contingent Interest Due 2016, that it would make a partial
prepayment of principal on the notes effective on May 15, 2004 --
to be disbursed by FINOVA on May 17, 2004.  The amount of
principal to be paid on that date is $237,500,000 of the
$2,967,949,000 principal amount of the Notes.  The principal
prepayment equals approximately 8% of the total principal amount
due.

The payment of the Partial Prepayment on the Notes will be
payable without physical presentation and surrender of the Notes
to the Trustee, as Paying Agent, at these addresses:

     If by Mail:                  If by Delivery:

        The Bank of New York         The Bank of New York
        P.O. Box 396                 111 Sanders Creek Parkway
        East Syracuse,               East Syracuse,
        New York 13057               New York 13057
        Attn: Corporate Trust        Attn: Corporate Trust
              Operations                   Operations

The record date for the Partial Prepayment is 5:00 p.m., New York
City time, on the 5th Business Day immediately preceding the
Prepayment Date.  Interest on the Notes to the extent of the
Partial Prepayment will cease to accrue on and after the
Prepayment Date. (Finova Bankruptcy News, Issue No. 47; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


FIRST CHESAPEAKE: Discloses Default & Retaining Bankruptcy Counsel
------------------------------------------------------------------
First Chesapeake Financial Corporation (OTC BB: FCFKE) disclosed
this week that it defaulted on its Series F Senior Secured
Convertible Debenture issued to GL Equities, LLC on January 9,
2004.

First Chesapeake defaulted on the Series F Debenture by:

      (1) not making payments of interest for the Month of March
          on the Series F Debenture,

      (2) defaulting on mortgage payments for a pledged property,

      (3) not delivering stock powers to GL from All American
          Companies, Inc.,

      (4) not hiring a CFO reasonably acceptable to GL, and

      (5) not delivering stock certificates for shares of All
          American Companies, Inc. as required under an
          accompanying agreement to the Series F Debenture.

The Series F Debenture is secured by all of First Chesapeake's
tangible and intangible assets, as well as a Trust Mortgage Deed
encumbering certain real property in West Virginia owned by First
Chesapeake's subsidiary, Professional Property Developers, LC. The
Series F Debenture is also secured by 5,400,000 shares of First
Chesapeake common stock that All American Companies, Inc.
presently owns and an additional 4,600,000 shares of First
Chesapeake Common stock that it is entitled to have issued once
First Chesapeake's shareholders authorize an increase in the
number of authorized shares of common stock.

The Series F Debenture is guaranteed by All American Companies,
Inc., Collateral One Mortgage Corporation, a wholly owned
subsidiary of First Chesapeake, Professional Property Developers,
LC, a wholly owned subsidiary of First Chesapeake, Kautilya
Sharma, a/k/a Tony Sharma, the Chairman and CEO of First
Chesapeake, together with his wife Sheenoo Sharma.

On March 16, 2004, GL initiated foreclosure proceedings against
the real property owed by Professional Property Developers, LC and
instructed the Escrow Agent holding the Trust Mortgage Deed to
file it. The deed was filed on March 19, 2004.

The real property in West Virginia consists of a building and 7.5
acres of land constituting approximately $3,570,000 and $3,500,000
of assets, respectively. The real property was encumbered by a
$1,886,235 mortgage on the building due to Huntington Bank, a
$187,380 note payable due to Fifth Third Bank from a loan, and a
$816,365 note payable on the land. The real property also secured
the Series F Debenture to GL, valued at $1,018,321. First
Chesapeake experienced a $3,161,700 loss due to the foreclosure.

It is First Chesapeake's position that its obligations under the
Huntington Bank mortgage, the Fifth Third Bank loan, and the note
payable on the land have been extinguished due to the foreclosure.
Additionally, it is First Chesapeake's position that the Series F
Debenture has been satisfied, and that the conversion rights set
forth in the Series F Debenture have been extinguished. Management
is still analyzing how these events will affect First Chesapeake.
First Chesapeake is also in the process of retaining a bankruptcy
attorney to assist First Chesapeake to determine if filing on
behalf of Professional Property Developers, LC a petition for
relief under the Bankruptcy Code and thereafter filing a
preference action against the holders of the Series F Debenture
under Section 547 of the Bankruptcy Code would be in First
Chesapeake's best interests.

First Chesapeake Financial Corporation was incorporated in the
Commonwealth of Virginia on May 18, 1992. The Company is a
provider of financial services in the mortgage banking segment.
The Company's business strategy is to create a national retail and
wholesale mortgage banking business.


FIRST CHESAPEAKE: COO & Board Secretary Utpal Dutta Resigns
-----------------------------------------------------------
On April 26, 2004, First Chesapeake's Board of Directors accepted
the resignation of Utpal Dutta as Secretary of First Chesapeake's
Board of Directors, as Chief Operating Officer of First
Chesapeake, and as a Director of Collateral One Mortgage
Corporation, a wholly-owned subsidiary of First Chesapeake. Mr.
Dutta gave his resignation to the Company on April 20, 2004. Mr.
Dutta did not cite a reason for his resignation.

On April 26, 2004, First Chesapeake's Board of Directors appointed
Vincent L. Muratore as Executive Vice President and as Chief
Operating Officer of First Chesapeake. Mr. Muratore also currently
serves on the Board of Directors of Flagler Bank. Mr. Muratore's
experience includes serving as an Executive Vice President at
Travelers Mortgage Services, Inc. from 1980 - 1987 and founding
two mortgage origination companies.

First Chesapeake Financial Corporation was incorporated in the
Commonwealth of Virginia on May 18, 1992. The Company is a
provider of financial services in the mortgage banking segment.
The Company's business strategy is to create a national retail and
wholesale mortgage banking business.


FIVE J-CTMS LTD: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Five J-CTMS Ltd.
        2 Admirals Way
        San Antonio, Texas 78257

Bankruptcy Case No.: 04-52431

Chapter 11 Petition Date: April 26, 2004

Court: Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtor's Counsel: Michael G. Colvard, Esq.
                  Martin, Drought & Torres, Inc.
                  Bank of America Plaza, 25th Floor
                  300 Convent Street
                  San Antonio, TX 78205
                  Tel: 210-227-7591

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 7 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
John A. Donoforio             Account Balance            $19,761

Wesley Crowley, CPA           Account Balance             $5,000

Flickinger Wetland Services   Account Balance             $1,560

Geotechnical Consultants Inc  Account Balance             $1,000

Stephanie Champ, Esq.         Notice Only                     $0

Joseph T. Mangione            Management Fees                 $0

Foreclosure Solutions, LLC    Account Balance                 $0


FLEMING COMPANIES: Objects to PBGC's $400 Million Claims
--------------------------------------------------------
Fleming Companies, Inc. objects to 15 claims filed by the Pension
Benefit Guaranty Corporation.  The Debtors ask the Court to
disallow, reduce or reclassify the PBGC claims.

As of the Petition Date, the Debtors sponsored five pension
plans:  

       (1) Fleming Companies, Inc., Pension Plan;

       (2) Pension Plan of S. M. Flickinger Co., Inc.;

       (3) Godfrey Company Subsidiaries Pension Plan;

       (4) ABCO Markets, Inc., Retirement Plan for Arizona
           Warehouse and Distribution Employees; and

       (5) Core-Mark International, Inc., Non-Bargaining
           Employees Pension Plan.

The PBGC filed three claims for each pension plan.  Except for
one claim, the PBGC claims assert priority or administrative
status:

                       Minimum   Unfunded Benefit      PBGC
       Plan            Funding     Liabilities       Premiums
       ----            -------   ----------------    --------
   Fleming Plan      $58,603,981   $373,800,000    Unliquidated
   Flickinger Plan  Unliquidated      7,098,967    Unliquidated
   Godfrey Plan     Unliquidated      1,463,049    Unliquidated
   Arizona Plan          109,015        678,453    Unliquidated
   Core-Mark Plan      2,379,016     11,100,390    Unliquidated

The Debtors complain that the PBGC failed to provide an
explanation for its basis on either the amount or priority of
these claims.  The Debtors, with the assistance of their
actuaries, analyzed the PBGC claims and determined the
appropriate value and priority of the claims based on "existing
legal precedent."

The Debtors believe that the Minimum Funding Claim for the
Fleming Plan is the only claim entitled to any administrative or
priority treatment.  Additionally, certain of the PBGC claims are
contingent at this time and can, if valid at all, only be valid
for any of the Pension Plans terminated during the course of the
bankruptcy.

To date, only the Fleming Plan had been terminated.  The
effective date of that termination was January 1, 2004.

                     Minimum Funding Claims

A minimum funding claim is made by the PBGC for the missed
minimum required contributions to a pension plan.  In these
cases, the PBGC asserted a claim for minimum funding
contributions for the 2003 and 2004 plan years.  The minimum
required contribution of a pension plan is determined annually by
the plan's actuary.  It is the minimum amount necessary to keep
the pension plan in legal compliance for a given plan year.  At
the beginning of the plan year, the actuary assesses the plan's
benefit liability for the year and then compares this liability
with the current value of plan assets to compute the minimum
required contribution.  The amount will include the normal cost
to the plan and the past service liability cost to the plan.

The Debtors object to the amount and priority of the Minimum
Funding Claims because the PBGC has not properly calculated
either the amount or the portion of those claims, if any, that
are entitled to priority.  Minimum funding claims for the
postpetition period are entitled to an administrative priority
only:

       (i) for the amount of the "normal cost" component of the
           contribution;

      (ii) to the extent that the contribution relates to
           benefits earned by covered employees during the
           postpetition period; and

     (iii) to the extent of an additional downward adjustment
           based on actual employment levels.

"Normal cost" means the annual cost of future pension benefits
and administrative expenses assigned, under an actuarial cost
method, to years subsequent to a particular valuation date of a
pension plan.

The PBGC has not shown that the administrative component of the
Minimum Funding Claims includes only the "normal cost" portion of
the minimum funding contribution, or that the claims exclude
amounts attributable to the past-service portion of the minimum
funding contribution.  In addition, the PBGC has not demonstrated
that the agreement, giving rise to the alleged funding
obligation, was entered into with the Debtors or conferred a
benefit to the estates.

The Debtors further object to the Minimum Funding Claims to the
extent they seek priority treatment for contributions related to
the 180-day prepetition period because the claims have not been
properly offset against any other related employee claims under
the Bankruptcy Code.  Claims for contributions to employee
benefit plans within 180 days of the earlier of the Petition Date
or the cessation of the business generally are accorded priority.  
However, prepetition contributions to employee benefits plans
must be offset against an employee's recovery under the wage
priority provisions of the Bankruptcy Code, or with respect to
other employer benefit plan contributions.  The applicable cap
for the aggregated amounts under the wage priority and the
employee benefit plan contribution priority is $4,650 per
participant.  According to the Debtors' actuary, 3,987
participants had a normal cost in the Fleming Plan in 2003.  
Hence, the priority claim cap for the plan is $18,539,550.

The Debtors' actuary also concluded that the normal cost
component of the Fleming Plan's minimum funding contribution for
the 2003 plan year, using a 10% interest rate, is $2,235,926 when
considering actual employment levels for the 2003 plan year.  Of
this amount, $816,113 represents an administrative expense for
postpetition service and the remaining $1,419,813 represents a
prepetition priority claim.  The priority component, however, is
subject to an overall cap reduction to the extent that the
postpetition payment of wages, severance and plan contributions
that accrued during the 180-day prepetition period exceeds
$17,119,737 -- $18,539,550 priority claim cap less the $1,419,813
priority component.  The Debtors are in the process of
determining whether any reduction of the priority component is
warranted.

             The Other Four Plans -- No Normal Cost

The Debtors' four remaining pension plans have no "normal cost"
as all those plans were frozen well before the Petition Date.  
The Fleming Plan will have no normal cost component in 2004 and
beyond as this plan was terminated on January 1, 2004.

                     Unfunded Benefit Claims

The Debtors object to the priority and amount of the PBGC claims
for unfunded benefit liabilities because the PBGC has not
properly calculated the amount of those claims and improperly
asserts those claims as administrative or priority claims.  The
unfunded benefit claims are not administrative expenses because
the claims relate to a liability that accrued prepetition with
respect to services rendered prepetition.  The Bankruptcy Code
does not work to elevate the unfunded benefit claims to
administrative status.  The PBGC did not perfect its lien prior
to the Petition Date.  Thus, because of the automatic stay
provisions, the PBGC cannot assert a lien postpetition.   
Furthermore, even if it could, the liens are avoidable if they
were not perfected at the Petition Date.  Thus, the PBGC's claims
for unfunded benefit liabilities are not entitled to priority and
should be treated as general unsecured claims.

Likewise, and contrary to the PBGC's assertions, the unfunded
benefit claims are not entitled to priority as taxes.  The label
on an amount owing is not determinative.  The issue is whether
the amount is a pecuniary burden laid on individuals or property
for the purpose of supporting the government, or for the purpose
of defraying the expenses of government or of undertakings
authorized by it.

A "tax" is money that belongs to the government -- it is added to
the government's coffers.  Employer liability under ERISA is a
claim for reimbursement of money that has been subtracted from
the PBGC and replenishes the money of a government corporation.  
Thus, the unfunded benefit claims are not taxes and should not be
treated as priority claims on that basis.

The Debtors also object to the amount of the unfunded benefit
claims.  In calculating the unfunded benefit liability, the PBGC
should not use the discount rate set out in ERISA.  Rather, the
unfunded benefit liability should be calculated using a
"bankruptcy claim" interest rate.  This promotes Congress' intent
to provide for fair and uniform distribution of assets among
creditors under the Bankruptcy Code.  The Debtors have used a 10%
interest rate as the basis for valuing the PBGC claims and submit
that the valuation of the claims using this discount rate is
correct.

In addition, any claims for unfunded benefit liability should be
reduced by claims for minimum funding contributions.  This
reduction should be dollar-for-dollar because the allowance of
both claims would violate the principals of ratable contributions
and offend notions of uniform treatment of creditors under the
Bankruptcy Code.  To allow in full both the minimum funding
contributions claims and the unfunded benefit liability claims
would result in the PBGC's recovery of two dollars of claims for
every one dollar of loss on its minimum funding contributions
claims.  Thus, the unfunded benefit claims were offset by the
face value of the minimum funding claims.

When using a 10% interest rate, the general unsecured portion of
the PBGC's claims for minimum funding and unfunded benefit
liability total $31,500,111 for all five pension plans.  To date,
the PBGC has only agreed to the termination of the Fleming Plan.  
If the other four pension plans are not terminated, the general
unsecured portion of the PBGC's claims with respect to the
Fleming Plan will be reduced to $29,980,111 -- or $32,216,037
less $2,235,926.

                          PBGC Premiums

The Debtors are current on all payments to the PBGC for
postpetition premiums.  Therefore, the Debtors object to
allowance of the PBGC claims for premium payments since these
claims will not give rise to any obligation of the Debtors to
make further distributions to the PBGC on account of these
claims.

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)


GENESIS: Neighborcare Adopts New Code Of Business Conduct & Ethics
------------------------------------------------------------------
On April 13, 2004, NeighborCare, Inc.'s Board of Directors
approved and adopted a Code of Business Conduct and Ethics for
the Company which is intended, among other things, to satisfy
both the requirements of the code of ethics definition enumerated
in Item 406(b) of Regulation S-K and the new NASDAQ corporate
governance rules regarding a company's code of conduct.  
NeighborCare's Code of Business Conduct and Ethics applies to all
of the Company's directors, officers and employees.

In a regulatory filing with the Securities and Exchange
Commission on April 16, 2004, Richard W. Sunderland, Jr.,
NeighborCare Senior Vice-President and Chief Financial Officer,
relates that, before the adoption of the Code of Business Conduct
and Ethics, the code of ethics relating to NeighborCare's senior
financial officers, including its principal executive officer,
was contained among several of the Company's policies.  The
adoption of the Code of Business Conduct and Ethics had the
effect of consolidating and amending the prior code of ethics.

The code now includes, among other things:

      (i) clarification that any matters may be anonymously
          reported to NeighborCare by regular mail or by
          telephone to the Company's toll free hotline;

     (ii) provisions reinforcing NeighborCare's policy that no
          retaliatory action will be taken against any employee
          for raising concerns, questions or complaints in good
          faith;

    (iii) a statement specifying that an immediate supervisor,
          NeighborCare's compliance officer or its general
          counsel should be contacted with questions about
          conflicts or potential conflicts of interest;

     (iv) provisions specifically addressing electronic media and
          software, shareholder and media relations, avoidance of
          unlawful restraints of competition, environmental
          protection, payments to government personnel or agents
          and charitable contributions;

      (v) provisions specifically addressing the accuracy of
          NeighborCare's books and records, including provisions
          regarding access to the Company's assets, transactions
          to be made only with management's authorization, proper
          payments, appropriate administrative and accounting
          controls, and prohibited actions;

     (vi) a provision specifying that any waiver of the code
          granted to an executive officer must be made only by
          NeighborCare's Board of Directors and promptly
          disclosed to shareholders; and

    (vii) provisions specifically addressing periodic audits of
          compliance with the code, investigation of and
          reporting of wrongdoing and potential disciplinary
          penalties for violations of the code.

A full-text copy of NeighborCare's Code of Business Conduct and
Ethics is available for free at the Securities and Exchange
Commission at:

   http://www.sec.gov/Archives/edgar/data/874265/000110465904010358/a04-4524_1ex14.htm

NeighborCare, Inc., is formerly known as Genesis Health Ventures,  
Inc., which, along with its affiliates, filed for chapter 11
protection (Bankr. Del. Case No. 00-02692-JHW) on June 22, 2000.
On October 2, 2001, the Debtors' Joint Plan of Reorganization,
confirmed on September 12, 2001, became effective. On December 2,
2003, Genesis began doing business as NeighborCare, Inc.
(Genesis/Multicare Bankruptcy News, Issue No. 54; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


GEORGIA-PACIFIC: Fitch Upgrades Senior Unsecured Ratings to BB+
---------------------------------------------------------------
Fitch Ratings has raised the senior unsecured long-term debt
ratings of Georgia-Pacific (GP) to 'BB+' from 'BB', and changed
the Rating Outlook to Stable.

The upgrade is the result of expected debt reduction from asset
sales proceeds as well as free cash flow generation. Proceeds from
the sales of the company's Building Products Distribution business
and its non-integrated pulp mills at Brunswick, Georgia and New
Augusta, Mississippi (aggregating near $1.4 billion) will be used
to pay down debt. In anticipation of the sales, GP has called $982
million in bonds so far.

GP's earnings, which are currently being driven by oriented strand
board, plywood and lumber look like they will be enhanced in the
latter part of the year by announced price increases in tissue
products, Dixie cups, plates, and cutlery, and containerboard and
bleached board. GP is largely self-sufficient in pulp. A
significant piece of the price increases, being partially driven
by higher feedstock pulp costs, should fall directly to earnings
and result in approximately $350 plus million in incremental free
cash flow generation that will be applied to debt reduction.

In combination, GP has a good chance to repay $1.8 billion or so
in debt before the end of 2004. Credit measures could improve to
around 3.0 times (x) debt/EBITDA with about a 100 basis point
absolute downside if markets decide to renegotiate tissue and
containerboard prices and if wood panel prices retreat.

Asbestos liabilities seem to be stabilizing and manageable as
evidenced by the number of cases being filed. GP collected
insurance of $250 million in 2003 and $115 million in the prior
two years versus payments of $189 million in 2003 and $265 million
in the prior two years.

The announced sales of GP's assets will not be disruptive to the
company's other operations. GP's Building Products manufacturing
business will continue to sell products through the distribution
network being acquired by Cerberus Capital Management. The mills
being sold to Koch Industries largely make fluff pulp and are not
significant suppliers to GP's tissue, containerboard or other
paper machines.

Risks considered in this analysis include the sustainability of
lumber prices, the cost and availability of timber and the general
pace of recovery in the containerboard and tissue markets.


GIANT INDUSTRIES: S&P Assigns B- Rating to $150 Mil. Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
independent petroleum refiner and retail marketer Giant industries
Inc.'s (B+/Positive/--) $150 million senior subordinated notes due
2014. At the same time, Standard & Poor's affirmed the ratings on
Giant and revised the outlook to positive from negative.

Scottsdale, Arizona-based Giant will have roughly $295 million in
debt, pro forma for this recapitalization as of Dec. 31, 2003.

"The rating action follows Giant's announcement that it is
refinancing a significant portion of its debt and also making a
material reduction in its overall debt burden," noted Standard &
Poor's credit analyst Steven K. Nocar. Giant intends to use
proceeds from the notes being issued, about $60 million of
expected proceeds raised from its recent common stock offering,
and about $27 million in cash balances to repurchase Giant's
existing $150 million, 9% senior subordinated notes due 2007, $54
million of its 11% senior subordinated notes due 2012, and the
remaining balance on its $20 million senior secured mortgage loan.

The outlook revision to positive reflects the possibility for a
ratings upgrade over the intermediate term (one to two years) if
Giant continues its use excess free cash flow for further debt
reduction.

The positive outlook reflects the potential for an upgrade if
further debt reduction is achieved through excess cash flow during
2004 and 2005. Standard & Poor's also expects that a significant
portion of clean fuels and other capital-spending requirements
will be funded internally and that potential acquisitions will be
financed through a balance of debt and equity.


GLOBAL CROSSING: Resolves Mo. Tax Dispute & Gains $278,131 Refund
-----------------------------------------------------------------
The State of Missouri Department of Revenue has filed numerous
proofs of claim for unpaid taxes against the Global Crossing Ltd.
Debtors in their Chapter 11 cases.  The Debtors maintain that they
have made payments to Missouri in connection with the various
taxes exceeding the amounts of tax dues.

To resolve the Tax Claims and the Tax Payments, the Debtors and
Missouri stipulate and agree that:

   (1) Taking the Tax Claims and Tax Payments into account,
       Missouri owes Global Crossing a $278,131 refund;

   (2) Missouri will pay Global Crossing the Refund on or before
       April 30, 2004, by electronic transfer;

   (3) The Tax Claims will be expunged and Missouri releases the
       Debtors from any tax liability, interest, or penalties,
       including any person who could be liable for the Tax
       Deficiencies pursuant to the personal liability provisions
       of the laws of the State of Missouri;

   (4) All of the Debtors' audit liabilities for all taxes
       arising in taxable periods through the Effective Date,
       including any penalties or interest, are resolved and
       discharged, and Missouri will not institute any assessment
       for taxes due, owing, payable, or arising in connection
       with taxable periods through the Effective Date, and will
       forbear from implementing any of the assessment and
       collection remedies authorized by the Bankruptcy Code or
       the laws of the State of Missouri;

   (5) The Stipulation will not be construed to prevent the
       Debtors from receiving refunds for certain sales tax
       amounts as a result of a favorable ruling in the case
       captioned "Southwestern Bell Telephone Company v. Director
       of Revenue, No. 97-093 RV, July 26, 2001" or any related
       case or appeal;

   (6) The Stipulation contains the entire agreement between the
       Debtors and Missouri, and supersedes all previous
       agreements and undertakings between the Parties relating
       to the Tax Claims.  The Stipulation is final and
       conclusive in all respects and all rights to question the
       Stipulation by appeal or otherwise are waived;

   (7) The Stipulation will be governed by the laws of the State
       of Missouri;

   (8) Nothing in the Stipulation is intended to be or will be a
       release of any obligations related to, or claims arising
       out of, the failure to comply with its terms;

   (9) The Parties acknowledge and confirm that the current and
       former officers and directors of the Debtors are third
       party beneficiaries of the agreement and accordingly have
       the right to enforce it as if they were parties.

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
-- http://www.globalcrossing.com/-- provides telecommunications  
solutions over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major cities
around the globe. Global Crossing serves many of the world's
largest corporations, providing a full range of managed data and
voice products and services. The Company filed for chapter 11
protection on January 28, 2002 (Bankr. S.D.N.Y. Case No.
02-40188). When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on Dec. 9, 2003. (Global Crossing Bankruptcy News,
Issue No. 59; Bankruptcy Creditors' Service, Inc., 215/945-7000)


GLOBAL CROSSING: Slim Family Discloses 9.1% Equity Stake
--------------------------------------------------------
Carlos Slim Helu, Carlos Slim Domit, Marco Antonio Slim Domit,
Patrick Slim Domit, Maria Soumaya Slim Domit, Vanessa Paola Slim
Domit and Johanna Monique Slim Domit (collectively, the "Slim
Family") beneficially own 2,000,000 shares of the common stock of
Global Crossing Ltd. The members of the Slim Family share voting
and dispositive powers over the stock which represents 9.1% of the
outstanding common stock shares of the Company.  The members of
the Slim Family are beneficiaries of a Mexican trust which in turn
owns all of the outstanding voting securities of Inmobiliaria
Carso, S.A. de C.V.  Inmobiliaria is a holding company with
interests in the real estate industry, and is the sole member of
Orient Star Holdings LLC.  Orient Star is a Delaware limited
liability company with portfolio investments in various companies.

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
-- http://www.globalcrossing.com/-- provides telecommunications  
solutions over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major cities
around the globe. Global Crossing serves many of the world's
largest corporations, providing a full range of managed data and
voice products and services. The Company filed for chapter 11
protection on January 28, 2002 (Bankr. S.D.N.Y. Case No.
02-40188). When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on Dec. 9, 2003. (Global Crossing Bankruptcy News,
Issue No. 59; Bankruptcy Creditors' Service, Inc., 215/945-7000)


GLOBIX CORP: Will to Hold Q2 Investor Conference Call on May 6
--------------------------------------------------------------
Globix Corporation (OTCBB:GBXX), a provider of managed media,
application and infrastructure services, announced that the
company will hold a conference call for investors on Thursday, May
6th at 2:00 PM ET to discuss the company's second quarter 2004
financial results. Following the presentations, the call will be
opened for a brief Q&A session with investors.

The Globix investor conference call can be accessed through 1(800)
665-0669. A live webcast of the call can be accessed through
http://www.globix.com/

In addition, a replay of the call will be available through the
Globix website for one week after the call. Transcripts of the
call will also be made available upon request.

                        About Globix

Globix is a provider of managed Internet applications and
infrastructure services for enterprises. Globix delivers and
supports web-based applications and services via its secure Data
Centers, high-performance global Tier 1 IP backbone, and content
delivery network. Through its managed services group, Globix
provides remote management of custom and off-the-shelf web-based
applications on any server, anywhere, at any time. By managing
such complex e-commerce, database, content management and customer
relationship management software for its clients, Globix helps
them to protect Internet revenue streams, reduce technology
operating costs and operating risk, and improve user satisfaction.
Globix's clients are companies that use the Internet as a way to
provide business benefits and sustain a competitive advantage in
their markets. Our clients include operating divisions of Fortune
100 companies as well as mid-sized enterprises in a number of
vertical markets including health care, media and publishing,
technology and financial services. Globix and its subsidiaries
have operations in New York, London, Santa Clara and Atlanta.
Learn more about Globix at http://www.globix.com/

                        *    *    *

In its latest Form 10-Q filed with the Securities and Exchange
Commission, Globix Corporation reports:

              Liquidity and Capital Resources

"As of December 31, 2003 the Company had cash and cash equivalents
of approximately $9.4 million compared to approximately $24.5
million on September 30, 2003. The decrease of approximately $15.1
million is mainly attributable to operating activities, investing
activities and financing activities. Since December 31, 2003, the
Company has completed the sale of its Property for approximately
$48.5 million in net proceeds, of which approximately $44 million
is expected to be used to purchase a portion of our 11% Senior
Notes and the remainder is expected to be used for working
capital.

Operating activities:

"Net cash used in operating activities during the three month
period ended December 31, 2003 was approximately $3 million. This
was attributable mainly to the net loss of $23.3 million and a
non-cash gain on debt discharge of $1.7 million resulting from the
repurchase of portion of our 11% Senior Notes, offset by non-cash
depreciation and amortization expenses of $3.4 million and a non-
cash impairment charge of $17.3 million resulting from a write-
down of the Property to its fair market value less cost for sale.
Changes in assets and liabilities resulted in an increase to
operating cash-flow of approximately $1.1 million.

Investing activities:

"Net cash used in investing activities during the three month
period ended December 31, 2003 was $6.3 million. Approximately
$2.3 million was used for the acquisition of Aptegrity, $3.6
million, net resulted from changes in our investments and
securities and $438 thousand was used for capital expenditures.

Financing activities:

"Net cash used in financing activities during the three month
period ended December 31, 2003 was $6.3 million. Approximately
$5.6 million of the cash used in financing activities was
attributed to the repurchase of a portion of our 11% Senior Notes
in the open market. The remaining $0.7 million were used for
payment and settlement of certain contractual obligations.

"We historically have experienced negative cash flows from
operations and have incurred net losses. Our ability to generate
positive cash flows from operations and achieve profitability is
dependent upon our ability to grow our revenue and achieve further
operating efficiencies while reducing our outstanding indebtedness
and other fixed obligations. We are dependent upon our cash on
hand and cash generated from operations to support our capital
requirements. Our management believes that we are positioned to
maintain sufficient cash flows from operations to meet our
operating, capital and debt service requirements for at least the
next 12 months. There can be no assurance, however, that we will
be successful in executing our business plan, achieving
profitability, or in attracting new customers or maintaining our
existing customer base. Moreover, we have continued to experience
significant decreases in revenue and low levels of new customer
additions in the period following our restructuring. In the
future, we may make acquisitions or repurchase indebtedness of our
company which, in turn, may adversely affect our liquidity."


GMAC COMMERCIAL: Fitch Affirms Low Ratings on 7 1998-C2 Classes
---------------------------------------------------------------
GMAC Commercial Mortgage Securities Inc.'s commercial mortgage
pass-through certificates, series 1998-C2, are affirmed by Fitch
Ratings as follows:

          --$109.3 million class A-1 'AAA';
          --$1.4 billion class A-2 'AAA';
          --Interest Only (IO) class X 'AAA';
          --$126.5 million class B 'AAA';
          --$113.9 million class C 'AA';
          --$164.5 million class D 'BBB+';
          --$38.0 million class E 'BBB-';
          --$88.6 million class F 'BB+';
          --$44.3 million class G 'BB';
          --$19.0 million class H 'BB-';
          --$19.0 million class J 'B+';
          --$19.0 million class K 'B';
          --$25.3 million class L 'B-';
          --$19.0 million class M 'CCC'.

The $11 million class N is not rated by Fitch.

The affirmations reflect the transaction's continued stable
performance. As of April 2004 distribution date the transaction
paid down 14.3% to $2.17 billion from $2.53 billion at issuance.

Currently, eleven loans (3.42%) are in special servicing, with
losses expected on six (1.3%). In addition, six of the specially
serviced loans (1%) are 90 days delinquent. The non rated class N
is sufficient, to absorb expected losses.

The largest specially serviced loan, Abbot Road Plaza (0.30%), is
secured by a 169,400 square feet (sf) retail strip mall located in
Lackawanna, NY. The 55,000 sf anchor store, Quality Markets, filed
bankruptcy and closed their store. The center is currently 60%
occupied and 90 days delinquent. The borrower is actively trying
to market the vacant anchor store.

Fitch reviewed its credit assessments of the following top five
loans (25.4%): OPERS Factory Outlet Portfolio, Arden Portfolio,
Boykin Portfolio, Grove Property Trust and South Towne. The debt
service coverage ratio (DSCR) for each loan is calculated using
servicer provided net operating income less required reserves
divided by debt service payments based on the current balance
using a Fitch stressed refinance constant. Based on their stable
performance, four loans maintain investment grade credit
assessments and one loan (Boykin Portfolio) maintains a non-
investment grade credit assessment.

The OPERS Factory Outlet Portfolio (8.6%) is secured by twelve
cross-collateralized and cross-defaulted factory outlet
properties. The properties are located in eight states and in
predominately resort areas. The weighted average occupancy for the
properties has decreased to 94.3% as of year end (YE) 2003
compared to 96.3% at issuance. Despite the drop in the portfolio's
overall occupancy, the DSCR as of YE 2003 increased to 1.73 times
(x) compared to 1.68x at issuance.

Arden Portfolio (6.2%) is secured by 22 cross-collateralized and
cross-defaulted office and industrial properties in Southern
California. The gross leasable area (GLA) for the portfolio is 2.3
million square feet, which had occupancy of 100% as of YE 2003,
compared to 97.3% at issuance. The YE 2003 DSCR improved to 1.89x
compared to 1.32x at issuance.

The Boykin Portfolio (4.8%) originally was secured by ten cross-
collateralized and cross-defaulted Doubletree Corporation flagged,
full-service hotel properties. In June 2003 the borrower released
four hotels and substituted in one hotel located in San Antonio,
TX. On December 17, 2003 the Portland Oregon Development
Commission used its power of imminent domain to take the Portland
Downtown Doubletree property. The purchase price for the property
was approximately $22 million. The master servicer released the
property for a pay down of $16.9 million, and an additional $2.8
million of net sale proceeds were deposited into the lockbox
account. The YE 2003 DSCR for the remaining six hotels was 1.37x
compared to 1.62x for the ten hotels at issuance. The decline in
DSCR is attributed to a decrease in occupancy throughout the
portfolio.

Grove Property Trust (2.9%) is secured by seventeen cross-
collateralized and cross-defaulted multifamily properties totaling
1,950 apartment and condominium units located in Connecticut,
Massachusetts and Rhode Island areas. The YE 2003 DSCR was 2.84x
compared to 1.42x at issuance. The properties have benefited from
increased occupancy and stabilized rents since issuance.

The South Towne Mall (2.9%) is secured by 627,168 sf of a 923,793
sf regional mall located in Sandy, UT, approximately fifteen miles
south of Salt Lake City. As of YE 2003 the occupancy for the
collateral had increased to 96.0% compared to 87.2% at issuance.
The DSCR as of YE 2003 increased to 1.77x compared to 1.31x at
issuance.

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
affirm the designated classes.


HMH ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: HMH Associates Inc.
        dba HMH Management Company
        dba Alliance Living Community of Anacortes
        dba Lynnwood Manor Health Care Center
        dba Parkway Nursing Center
        222 3rd Street #7C
        P.O. Box 429
        Langley, Washington 98260

Bankruptcy Case No.: 04-15366

Type of Business: The Debtor is the operator and management
                  provider for two health care facilities:
                  Alliance Living Community of Anacortes and
                  Lynnwood Manor Health Care Center.

Chapter 11 Petition Date: April 20, 2004

Court: Western District of Washington (Seattle)

Judge: Philip H. Brandt

Debtor's Counsel: J. Todd Tracy, Esq.
                  Crocker Kuno Ostrovsky LLC
                  720 Olive Way Ste 1000
                  Seattle, WA 98101
                  Tel: 206-624-9894

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Evergreen Pharmaceutical                   $674,267
File 30156, PO Box 60000
San Fransisco, CA 94160

Mosaic Rehabilitation                      $259,196
4601 NE 77th Avenue, Suite 380
Vancouver, WA 98662

AEGIS Therapies                            $197,946

PharMerica                                 $102,680

Healthcare Services Group, Inc.             $76,542

Kutoff Consulting, LLC                      $47,145

Virtual Care Provider, Inc.                 $46,907

McKesson                                    $37,637

Medline Industries                          $34,646

Puget Sound Energy                          $25,810

Marlys Bourm, CPA                           $23,867

KCI                                         $22,796

Cardinal Health                             $19,079

Temps, Inc.                                 $17,745

Island Hospital                             $17,275

Hillrom Lockbox                             $14,573

Seattle Therapy Specialists                 $12,060

Verizon Northwest                           $11,690

Sussman Consulting, LLC                     $11,500

Maxim Healthcare Services, Inc.             $11,276


HOST MARRIOTT: Incurs $31MM Q1 Net Loss Despite Increased Revenues
------------------------------------------------------------------
Host Marriott Corporation (NYSE: HMT), the nation's largest
lodging real estate investment trust (REIT), announced results of
operations for the first quarter of 2004. First quarter results
include the following:

    * Revenues increased $34 million, or 4%, to $809 million in
      the first quarter of 2004 compared to $775 million for the
      first quarter of 2003.

    * Net loss was $31 million and $34 million for the first
      quarter of 2004 and 2003, respectively.

    * Loss per diluted share was $.12 and $.16 for the first
      quarter of 2004 and 2003, respectively.

    * Funds from Operations (FFO) per diluted share, were $.13 and
      $.15 for the first quarter of 2004 and 2003, respectively.

    * Results of operations in the first quarter of 2004 include
      approximately $12 million of charges for call premiums and
      the acceleration of deferred financing costs for prepayment
      of debt.  This represents approximately $.04 per diluted
      share and approximately $.04 of FFO per diluted share.

    * Adjusted EBITDA, which is Earnings before Interest Expense,
      Income Taxes, Depreciation, Amortization and other items,
      was $172 million in both the first quarter of 2004 and 2003.

FFO per diluted share and Adjusted EBITDA are non-GAAP financial
measures within the meaning of the rules of the Securities and
Exchange Commission (SEC).

Comparable hotel RevPAR for the first quarter increased 3.0%,
driven by an increase in occupancy of almost two percentage points
and a slight increase in average room rate. Comparable hotel
adjusted operating profit margins declined approximately 55 basis
points.

Christopher J. Nassetta, president and chief executive officer,
stated, "We are pleased with the pace and the strength of the
recovery. Demand accelerated throughout the quarter, helping us
produce strong sequential improvement in RevPAR. The business mix
has begun moving from discount business to higher-rated business
and the group booking pace and net reservation volume continue to
strengthen. Clearly, the operating environment for the lodging
industry has improved considerably over the last few months and we
feel the stage has been set for a sustained recovery."

                        Balance Sheet

As of March 26, 2004, the Company had $526 million in cash and
cash equivalents and $250 million of availability under its credit
facility. Additionally, the Company had $598 million of restricted
cash, including net proceeds of $484 million from the sale of
3.25% senior exchangeable debentures issued on March 16, 2004,
which were used, along with available cash, to redeem $494 million
of 7 7/8% Series B senior notes on April 15, 2004. During the
second quarter, the Company also called an additional $65 million
of Series B senior notes, which it will redeem on May 3, 2004. As
a result of these redemptions, the Company will record a charge
for call premiums and the acceleration of deferred financing costs
totaling approximately $30 million in the second quarter of 2004.

On April 27, 2004, the Company acquired the 455-room Embassy
Suites Chicago Downtown-Lakefront for approximately $89 million,
with a portion of the funds raised from its equity offerings in
2003. This property is the first Embassy Suites and second Hilton-
branded property in the portfolio. The property was acquired at an
approximate 20% discount to replacement cost. During the first
quarter of 2004, the Company also completed the sale of six non-
core properties for total proceeds of approximately $100 million,
which has been, or will be, used to repay debt.

W. Edward Walter, executive vice president and chief financial
officer, stated, "Improved operating performance at our hotels
combined with our capital market activities, which reduced our
interest expense, has increased our interest coverage ratio and
reduced our leverage. As a result, we are currently not restricted
under our debt covenants on our ability to pay dividends or incur
debt. Given our improved earnings outlook, we expect to be able to
pay dividends on our perpetual preferred securities on a going
forward basis."

However, the Company does not expect to pay a meaningful dividend
on its common shares in 2004.

                        2004 Outlook

As a result of the improving economic outlook, the Company expects
comparable hotel RevPAR for the second quarter of 2004 and full
year 2004 to increase approximately 5% to 7% and 4% to 6%,
respectively. This reflects an increase from the Company's 2004
RevPAR guidance issued on February 24, 2004. Based upon this
guidance, the Company estimates that for 2004 its:

    * diluted loss per common share should be approximately $.08
      to $.06 for the second quarter and $.27 to $.17 for the full
      year;

    * net loss should be approximately $17 million to $9 million
      for the second quarter and $52 million to $21 million for
      the full year;

    * FFO per diluted share should be approximately $.17 to $.20
      for the second quarter and $.61 to $.71 for the full year
      (including $30 million, or $.09 per diluted share, for the
      second quarter and $54 million, or $.16 per diluted share,
      for the full year related to charges for call premiums and
      the acceleration of deferred financing costs for debt repaid
      or expected to be repaid); and

    * Adjusted EBITDA should be approximately $725 million to $755
      million for the full year.

Mr. Nassetta noted, "Lodging industry fundamentals have improved
significantly over the first half of last year. Improvements in
operations thus far in 2004 have been primarily driven by
increases in occupancy at our properties. We expect that as
lodging industry fundamentals continue to strengthen, we will
experience growth in average room rates and margin improvement,
which should ultimately result in meaningful growth in RevPAR,
earnings and shareholder value."

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

                        *   *   *

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

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

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


HYTEK MICROSYSTEMS: Going Concern Ability is in Doubt
-----------------------------------------------------
Hytek Microsystems, Inc. (OTC Bulletin Board: HTEK) announced
fiscal 2004 first quarter financial results.

Net revenues for the first quarter ended April 3, 2004 increased
approximately 4% to $2,466,000 from $2,363,000 for the first
quarter ended March 29, 2003. Net income for the first quarter
ended April 3, 2004 was $60,000, or $0.02 per diluted share,
compared to a net loss of $167,000, or $0.05 per diluted share,
for the first quarter ended March 29, 2003. Contributing to net
income during the first quarter ended April 3, 2004 was a
reduction in cost of sales for scrap recovery totaling
approximately $119,000.

"Our plan for the first quarter of fiscal year 2004 was to break
even and we essentially did that," stated John F. Cole, President
and CEO. "Although we are not satisfied, we are starting to see
incremental improvements in many aspects of our business. We
continue to invest modestly in new business initiatives designed
to improve our opportunities for success in the long term."

The auditors' report on Hytek's 2003 annual financial statements
included a "going concern" qualification and significant doubt
about the Company's ability to continue as a "going concern" may
continue to exist throughout fiscal 2004.

Founded in 1974 and headquartered in Carson City, Nevada, Hytek
specializes in hybrid microelectronic circuits that are used in
military applications, geophysical exploration, medical
instrumentation, satellite systems, industrial electronics, opto-
electronics and other OEM applications.


ITRON INC: S&P Rates $125 Million Subordinated Debt at B
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' subordinated
debt rating to Itron Inc.'s $125 million subordinated debt due
2012 issued under Rule 144A and Regulation S under the Securities
Act of 1933. The proceeds will be used to partially finance its
$255 million acquisition of electricity metering business, SEM,
from Schlumberger Ltd. (A+/Negative/A-1), repay outstanding
indebtedness, and for general corporate purposes.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit and senior secured bank loan ratings on the Spokane, Wash.,
leading provider of technology for meter data collection,
delivery, and management to private and public sector utilities
company. The outlook is stable.

Itron's acquisition of SEM awaits Hart-Scott-Rodino clearance,
which had been delayed because of Federal Trade Commission (FTC)
concerns regarding competition. The company expects the receipt of
FTC clearance and expects to close on this acquisition by the end
of the second quarter of 2004. The ratings assume that Itron will
complete the acquisition as planned, including the refinancing of
its current credit facility with a recently rated new $240 million
facility.

"The substantial increase in debt leverage for the SEM acquisition
constrains upside rating potential," said Standard & Poor's credit
analyst Linli Chee. "We expect Itron to continue to generate good
cash flow and improve credit protection measures over time, as
excess cash is applied toward debt reduction. The ratings assume
that Itron will complete the acquisition as planned."

SEM will improve Itron's business position, by providing Itron
with a leading presence in the electricity metering business and
opportunities for international expansion while complementing its
existing solid position in meter data collection and management.

Itron's strategy is to drive revenue growth by combining its AMR
technology with the increase in the demand for integrated AMR
electricity meters in the past few years, which has led to annual
growth rates of around 24% over the last five years.

Liquidity is satisfactory for the rating. The company intends to
replace its existing $92.5 million credit facility with the
proposed $240 million senior credit facility, which will consist
of a $55 million revolving credit facility and $185 million term
loan. If the SEM acquisition does not close and other conditions
are not met by May 14, 2004, the company will be required to
obtain an extension allowing it access to the new senior credit
facility. The new revolving credit line is expected to provide for
borrowing capacity of about $27 million and will be modestly
drawn when the acquisition closes.


J.I. HOLDINGS INC: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: J.I. Holdings, Inc.
        1100 East 6600 South, Suite 100
        Salt Lake City, Utah 84121

Bankruptcy Case No.: 04-26414

Chapter 11 Petition Date: April 21, 2004

Court: District of Utah (Salt Lake City)

Judge: Glen E. Clark

Debtor's Counsel: Amy K. Smedley, Esq.
                  Snell & Wilmer
                  Gateway Tower West
                  15 West South Temple, Suite 1200
                  Salt Lake City, UT 84100
                  Tel: 801-257-1900
                  Fax: 801-257-1800

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 9 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Indymae Bank F.S.B.           Pending judicial        $1,350,000
155 North Lake Avenue         action seeking
Pasadena, CA 91101            damages

Millennia Investment Corp.    Loan                      $850,000
6795 South 300 West
Midvale, UT 84047

Blaser Financial Limited      Loan                      $422,741
Partnership
1768 Ridge Point Drive
Bountiful, UT 84010

Jewel Dixon                   Pending judicial          $300,000
5011 East Craig Road          action seeking
Las Vegas, NV 89115           damages

R. Kimball Mosier             Pending adversary         $200,000
                              proceeding seeking
                              return of preference
                              payment and/or
                              fraudulent transfers

Bryan K. Kawa                 Pending judicial           Unknown
                              action seeking
                              declaratory relief
                              and quiet title to
                              real property

Salt Lake County Treasurer    Accrued 2004               Unknown
                              Real Property Taxes
                              On Parcel #16-10-251-
                              001-0000

James H. Deans                Legal Fees                 Unknown

Rick S. Lundell               Legal Fees                 Unknown


KRUSWICK FARMS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Kruswick Farms, LLC
        6337 Dane Road
        Algoma, Wisconsin 54201

Bankruptcy Case No.: 04-25873

Chapter 11 Petition Date: April 20, 2004

Court: Eastern District of Wisconsin (Milwaukee)

Judge: Susan V. Kelley

Debtor's Counsel: Lawrence G. Vesely, Esq.
                  416 South Monroe Avenue
                  P.O. Box 368
                  Green Bay, WI 54305
                  Tel: 920-437-5405

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Bay Lakes Cooperative         Lawsuit Claimant          $126,083

Sperber, Mr. Steven           Cattle purchases/loan      $92,000

Kruswick, Mr. Michael         Grain and feed             $70,895

Internal Revenue Service      Federal taxes              $38,000

Hansen Livestock & Trucking   Cattle purchases           $18,100

Rio Creek Feed Mill, Inc.     Fertilizer/Spray           $10,810
                              purchases

Wisconsin Public Service      Utility Bills              $10,114
Corp.

Monsanto Company Dairy Bus.   BST hormone purchases       $9,585

Case Credit                   Machinery repairs           $8,877

Virginia Surety Company Inc.  Judgment                    $8,424

Max-Gro Spraying, Inc.        Judgment                    $7,244

Ganex Cooperative             Judgment                    $4,786

Pioneer Hi-Bred H&R Accounts  Corn seed purchases         $3,699

Abts Bou-Matic, LLC           Judgment                    $3,126

Casco FS Cooperative          Lawsuit Claimant            $2,915

Blazei Hoof Trimming, LLC     Judgment                    $2,907

Brown County D.H.I.A.         Milk testing                $2,896

Theys Trucking & Excavating   Sand purchases              $2,719

United Suppliers, Inc.        Judgment                    $2,501

Larson, Ms. Laura             Crop land rental            $2,500


LAZY DAYS: S&P Gives Low-B Ratings to Corp Debt & Sr. Unsec. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Lazy Days' R.V. Center Inc. At the same time,
Standard & Poor's assigned its 'B-' senior unsecured rating to
Lazy Days' proposed $155 million senior notes due 2012, to be
issued under Rule 144a with registration rights. The outlook is
stable.

Seffner, Florida-based Lazy Days', which retails recreational
vehicles (RVs), will have pro forma total debt, including
operating leases and floorplan borrowings, of about $240 million.

Proceeds from the new debt issue, combined with rollover equity
and cash consideration, will be used to acquire Lazy Days' and to
refinance existing debt, in a transaction valued at $206 million.
Following the purchase, Bruckmann, Rosser, Sherrill & Co. Inc. and
management will own Lazy Days'.

"Downside risk is limited by the company's established market
position, good reputation, and favorable demographics supporting
future industry growth," said Standard & Poor's credit analyst
Martin King. "Upside potential is limited by the modest EBITDA
generation and high debt leverage."

Lazy Days' is the largest single-site RV retailer in the U.S.,
with 2003 new and used RV unit sales totaling 8,842 and more than
$750 million of revenue. Lazy Days' operates a 126-acre site near
Tampa, Florida, that attracts more than 250,000 visitors annually.


LES BOUTIQUES: Receives Seven Offers from Third Parties
-------------------------------------------------------
Les Boutiques San Francisco Incorporees announces that seven
offers have been received from third parties as part of the
restructuring process of the Corporation under the Companies
Creditors' Arrangement Act. These offers cover either the
recapitalization of the Corporation or the acquisition of certain
of its assets.

The period for presenting offers ended Monday, April 26, at 5 :00
P.M. In the coming days, the special committee of independent
directors created for this purpose, will analyze the offers
received and will make its recommendations to the Board of
Directors. The special committee will base its recommendations
on, among other things, the opinions of the financial advisors,
PricewaterhouseCoopers.

On December 17, 2003, the Corporation obtained from Superior
Court an initial court order under the Companies Creditors'
Arrangement Act. On Friday, April 23, this court order was
extended for a period of 28 days until May 21. Since the initial
Court Order, the Corporation has sold the San Francisco boutiques
as well as the lingerie stores Victoire Delage/Moments intimes.

The contents of the arrangement agreement to be presented to
creditors by the Corporation is linked in part to the contents
and nature of the offer of recapitalization or asset acquisition
that will be accepted by the Board of Directors. At this stage of
the process, it is impossible to determine the tenor of the
arrangement that will be proposed to the creditors by the
Corporation. As a result, trading in the Corporation's stock
remains purely speculative.


LEUCADIA: Fitch Assigns BB+ Rating to Planned $350MM Senior Debt
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Leucadia National
Corporation's proposed $350 million convertible senior
subordinated note issue due 2014. The Rating Outlook is Stable.
Fitch's expectation is that the notes will be offered to
institutional investors under Rule 144A. The notes will be
convertible at any time prior to their maturity, into common
shares of Leucadia at a conversion rate of 14.5138 shares per each
$1,000 principal amount of notes.

Fitch anticipates that Leucadia will use the proceeds from the
issue for general corporate purposes, including acquisitions and
investments that are consistent with the company's value-oriented
style. Last month, Leucadia arranged a $100 million senior debt
issue due 2013. Fitch Ratings assigned a 'BBB' rating to this
privately placed issue.

Leucadia is a holding company whose subsidiaries often have
outstanding debt that is non-recourse to Leucadia, and that is
secured by subsidiary assets. As a result, Fitch's view of
Leucadia's capitalization is heavily weighted by the portion of
its total debt that is recourse to, or guaranteed by Leucadia.
Fitch estimates Leucadia's pro-forma parent-company only debt-to-
capital ratio, including both the $350 million convertible senior
subordinated issue and recent $100 million issue at 31%.

Fitch's ratings on Leucadia also consider the event-risk inherent
in the company's opportunistic value-oriented investment approach
that can be a significant liquidity user and that has historically
produced volatile operating cash flow and earnings. Fitch
continues to believe that Leucadia uses a disciplined investment
approach and that its track record making such investments has
been positive.


MILACRON INC: S&P Revises Watch to Positive on Plan to Offer Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'CCC' corporate
credit and its other ratings on Cincinnati, Ohio-based Milacron
Inc. remain on CreditWatch, where they were placed Feb. 12, 2004,
but the implications were revised to positive from developing.

"The revision to positive reflects the company's announcement that
it plans to offer $225 million of senior secured notes, using
proceeds to tender for the ?115 million 7.625% debt maturity in
April 2005, and repay a $75 million term loan," said Standard &
Poor's credit analyst Robert Schulz. In addition, it is expected
that, in conjunction with the note offering, Milacron will replace
its existing asset-based revolving credit facility with a new
facility.

In March 2004, Glencore Finance AG (unrated) and Mizuho
International PLC jointly provided Milacron with $100 million in
new capital via convertible debt securities, which along with
existing cash balances was used to repay the company's $115
million 8.375% debt due March 15.

"If the proposed transactions are completed, we will raise
Milacron's corporate credit rating to 'B-' and assign a positive
outlook," Mr. Schulz said. "The proposed senior secured notes
would be rated 'CCC+', reflecting the collateral package securing
the notes but also the amount of priority obligations, including
various obligations of non-guarantor subsidiaries, which are
senior to the notes."

Completion of these transactions are subject to the results of a
shareholder vote scheduled for June 9th to permit the
authorization of additional common shares and the issuance of
preferred stock convertible into common stock. If shareholder
approval is not granted then both Milacron's new March 2004 $100
million exchangeable notes and its $140 million credit facility
would be in default, but Standard & Poor's does not consider this
to be a likely scenario. Proceeds from the proposed $225
million financing will be escrowed until the shareholder vote is
completed.

Once shareholder approvals are received and the refinancing of
Milacron's ?115 million bonds due in April 2005 is completed,
Milacron's obligations held by Mizuho and Glencore will
automatically be exchanged for convertible preferred stock with a
6% cumulative dividend rate. Pro forma for issuance of all the
convertible preferred stock, Glencore and Mizuho would together
own approximately 40%-60% of Milacron's fully diluted
equity, depending on whether the company exercises an option to
conduct a rights offering to its existing shareholders. After
seven years, the convertible preferred stock would automatically
be converted into common stock but may be converted before then at
the option of the holders.

Total debt was about $348.1 million at March 31, 2004, for
Milacron, a leader in the plastics machinery sector.


MIRANT CORPORATION: Employs Ryan & Company as Tax Consultants
-------------------------------------------------------------
The Mirant Corporation Debtors seek the Court's authority to
employ Ryan & Company, Inc., as their Sales and Use Tax
Consultants, effective as of April 2, 2004, under the terms of an
Engagement Letter.

The Debtors wish to employ Ryan to provide sales and use tax
consulting services relating to the Debtors' multi-state sales
and use tax obligations for all open periods through December 31,
2003.  Ryan will assist the Debtors with review of their multi-
state sales and use tax payments records to identify tax refund
or tax reduction opportunities, which will include:

   * A review and analysis of all documentation required in
     support of refund claims;

   * Preparation of refund claim documentation required to be
     filed with state agencies and or Mirant vendors;

   * Presentation, representation, and negotiation with state
     agencies and or vendors to secure refunds claimed;

   * Preparation of re-determination requests, if required, as
     well as representation, presentation and negotiations to
     state administrative officials in the event certain refunds
     are not allowed at the auditor level; and

   * Preparation of a process improvement report to be presented
     to appropriate Debtor personnel identifying issues
     discovered during the course of Ryan's work.

Ryan will target and use tax reduction or refund opportunities to
reduce the Debtors' multi-state sales and use tax liability.

According to Michelle C. Campbell, Esq., at Weil, Gotshal &
Manges, LLP, in New York, Ryan is the largest independent state
and local tax consulting firm of its kind in the United States,
and has extensive knowledge of the sale and use tax throughout
the United States.  Prior to reaching a decision to employ Ryan,
the Debtors approached several firms they believe are competent
to assist them in the sale and use tax overpayment collection.  
The Debtors have determined that the terms and services Ryan
offered best meet their needs.

Ms. Campbell assures the Court that Ryan's services will not be
duplicative of the services rendered by the other professionals
employed in these cases.  Although KPMG and Deloitte & Touche are
employed to render certain tax services, it is not within the
scope of either of those firms' employment to collect sales and
use tax overpayments.

Consistent with industry standards for this kind of service, the
Debtors agreed to compensate Ryan pursuant to a contingency fee
arrangement:

   * In the event Ryan obtains any tax refunds, credits or
     reductions on behalf of the Debtors, the Debtors will pay
     Ryan 25% of the refunds, credits or reduction, including
     interest and penalties that the Debtors receive or realize
     from taxing authorities and vendors;

   * If an administrative hearing or other legal action is
     required to obtain any refund, credit or reduction, Ryan
     will be entitled to payment of 40% of all refunds, credits
     or reductions, including interest or penalties;

   * In the event Ryan is unable to obtain a refund, credit or
     reduction, there will be no cost to the Debtors for Ryan's
     services; and

   * Regardless of any recovery, Ryan will be entitled to
     reimbursement of its reasonable expenses in connection with
     the engagement.

James M. Tester, a principal of Ryan & Company, tells the Court
that Ryan represents no adverse interest to the Debtors or their
estates in the manner for which the firm is to be retained.  Ryan
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                          *     *     *

On an interim basis, Judge Lynn authorizes the Debtors to employ
Ryan.  Parties-in-interest have until May 5, 2004 to file a
written objection to the Debtors' employment of Ryan.  If no
objection is filed with the Court, the Interim Order will become
final on May 6, 2004.

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)


NATIONAL BEDDING: S&P Upgrades Corporate & Sr. Debt Ratings to BB-
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior secured bank loan ratings on Hoffman Estates, Illinois-
based National Bedding Co. Inc. to 'BB-' from 'B+'.

"The upgrade reflects the company's operating results, which are
in line with the higher rating, as well as National Bedding's
success in integrating Sleepmaster LLC, which it acquired in
February 2003," said Standard & Poor's credit analyst Martin S.
Kounitz.

The outlook is stable.

Total debt outstanding as of Dec. 31, 2003, was $178.1 million.

The ratings on privately-held National Bedding Co. are supported
by its strong brand names, including the Serta brand, as well as
stable demand and significant barriers to entry in the industry.
These strengths are somewhat offset by the company's leveraged
balance sheet and narrow business focus.

With its acquisition of Sleepmaster, National Bedding now controls
the Serta brand through its majority ownership of Serta Inc.
National Bedding has successfully integrated key infrastructure
functions for the Sleepmaster plants, including accounting and
shipments to national accounts. In 2004 and beyond, National
Bedding's challenge is to raise the profitability of the acquired
Sleepmaster plants to the same level as that of the original
National Bedding facilities.

Through both the acquisition of Sleepmaster and its own internal
growth, National Bedding Co. has become the second-largest bedding
manufacturer in the U.S., behind Sealy and on a par with Simmons.
The acquisition gave National Bedding 27 of 34 domestic Serta
licenses, and 79% of the equity of Serta Inc. A non-profit company
formed in 1931, Serta Inc. is owned by its licensees. Under its
operating rules, major company decisions require a two-thirds
shareholder majority. Its well-known brands include Serta and
Serta Perfect Sleeper.


NEXTEL PARTNERS: Launches 11% Sr Debt Offer & Consent Solicitation
------------------------------------------------------------------
Nextel Partners, Inc. (Nasdaq:NXTP) announced that it has
commenced a cash tender offer and consent solicitation for any and
all of its outstanding 11% Senior Notes due 2010 (CUSIP Nos.
65333FAF4 and 65333FAH0).

The tender offer and consent solicitation is made upon the terms
and conditions in the Offer to Purchase and Consent Solicitation
Statement and related Letter of Transmittal and Consent, each
dated April 28, 2004. The tender offer will expire at 12:00
midnight (EDT) on May 25, 2004, unless extended or terminated (the
"Expiration Date"). The consent solicitation will expire at 5:00
p.m. (EDT) on May 11, 2004, unless extended (the "Consent Date").
The consent settlement date is expected to be May 14, 2004 and the
final settlement date is expected to be May 26, 2004. Notes
tendered before the Consent Date may be withdrawn at any time on
or prior to the Consent Date, but not thereafter. Notes tendered
after the Consent Date may not be withdrawn.

Under the terms of the tender offer for the Notes, the
consideration for each $1,000 principal amount of Notes tendered
will be determined on the second business day before the consent
settlement date. The tender offer consideration will be calculated
by taking (i) the present value, as of the applicable settlement
date, of (A) $1,055.00, which is the redemption price applicable
to the Notes on March 15, 2005, the first date on which the Notes
may be redeemed, and (B) the interest that would accrue on the
Notes so tendered from and including the applicable settlement
date up to, but not including, the earliest redemption date, in
each case determined on the basis of a yield to such date equal to
the sum of (x) the yield to maturity on the 1 5/8% U.S. Treasury
Note due March 31, 2005, plus (y) 62.5 basis points, plus (ii)
accrued and unpaid interest, if any, up to, but not including, the
applicable settlement date, minus (iii) the consent payment
described below of $35.00 per $1,000 principal amount of the
Notes. In conjunction with the tender offer, Nextel Partners is
also soliciting the consent of holders of the Notes to eliminate
substantially all of the restrictive covenants and certain events
of default under the indentures for the Notes, and to make certain
other amendments to such indentures. Holders cannot deliver a
consent without tendering their Notes.

Nextel Partners will pay a consent payment of $35.00 per $1,000
principal amount of Notes validly tendered on or prior to the
Consent Date. Holders who tender their Notes in the tender offer
prior to the Consent Date are obligated to deliver a consent.
Holders who tender their Notes after the Consent Date will not
receive the consent payment.

Nextel Partners intends to finance the tender offer with the
proceeds from an incremental term loan and an offering of senior
notes pursuant to Rule 144A and Regulation S under the Securities
Act of 1933, together with other available funds. The securities
to be offered have not been registered under the Securities Act of
1933 and may not be offered or sold in the United States, absent
registration or an applicable exemption from such registration
requirements.

The closing of the tender offer is subject to certain conditions,
including (i) receipt by Nextel Partners of Notes validly tendered
of not less than a majority of the aggregate principal amount of
outstanding Notes, (ii) execution by Nextel Partners of
supplemental indentures implementing the proposed amendments
following receipt of the requisite consents and (iii) Nextel
Partners having obtained funds sufficient to pay the
consideration, costs and expenses for the tender offer.

Nextel Partners has retained Morgan Stanley & Co. Incorporated and
J.P. Morgan Securities Inc. to serve as Dealer Managers and
Solicitation Agents for the tender offer. Requests for documents
may be directed to D.F. King & Co., Inc., the Information Agent,
by telephone at (800) 487-4870 (toll-free) or in writing, at 48
Wall Street, New York, New York 10005. Questions regarding the
tender offer may be directed to Morgan Stanley at (800) 624-1808
(toll free) or (212) 761-1941, or in writing at 1585 Broadway,
Second Floor, New York, NY 10036, or JPMorgan at (212) 270-9769,
or in writing at 270 Park Avenue, New York, NY 10017.

Nextel Partners, Inc., (Nasdaq:NXTP), based in Kirkland, Wash.,
has the exclusive right to provide digital wireless communications
services using the Nextel brand name in mid-sized and rural
markets in 31 states where approximately 53 million people reside.
Nextel Partners offers its customers the same fully integrated,
digital wireless communications services available from Nextel
Communications (Nextel) including Nationwide Direct Connectr,
cellular voice, cellular wireless Internet access and short
messaging, all in a single wireless phone. Nextel Partners
customers can seamlessly access these services anywhere on
Nextel's or Nextel Partners' all-digital wireless network, which
currently covers 294 of the top 300 U.S. markets. To learn more
about Nextel Partners, visit www.nextelpartners.com. To learn more
about Nextel's services, visit www.nextel.com.


NORTEL NETWORKS: Appoints William Owens as New President and CEO
----------------------------------------------------------------
Nortel Networks Corporation (NYSE:NT)(TSX:NT) announced certain
management changes and an update on a number of matters. These
include (i) the status of the independent review being conducted
by the Nortel Networks Audit Committee; (ii) planned restatements
and revisions to 2003 and prior year financial results; (iii) the
delay in the availability of financial results for the first
quarter of 2004; and (iv) certain potential impacts.

                     Management Changes

As previously announced, the Nortel Networks Audit Committee has
been undertaking an independent review of the circumstances
leading to the restatement of Nortel Networks financial statements
for 2000, 2001 and 2002 and the first and second quarters of 2003.
As noted below, the independent review is ongoing. In that
connection, the boards of directors of Nortel Networks Corporation
and Nortel Networks Limited, the Company's principal operating
subsidiary ("NNL"), announced the following senior management
changes, effective immediately:

   -- William Owens has been appointed president and chief
      executive officer of the Company and NNL. Owens replaces
      Frank Dunn who has been terminated for cause.

      Owens has been a director of the Company and NNL since
      February 2002. Until this appointment, he was the chairman
      and chief executive officer of Teledesic LLC, a satellite
      communications company, since June 2003 and was vice
      chairman and co-chief executive officer from August 1999 to
      June 2003. Previously, he was president, chief operating
      officer and vice chairman of Science Applications
      International Corporation ("SAIC"), one of the largest
      employee-owned high-technology companies in the United
      States. Prior to joining SAIC, Owens was vice chairman of
      the United States Joint Chiefs of Staff, and the second-
      ranking military officer in the United States. Owens served
      as Commander of the U.S. Sixth Fleet during Operation Desert
      Storm. For additional biographical information for Owens,
      see http://www.nortelnetworks.com/

   -- The appointments of William Kerr as chief financial officer
      and MaryAnne Pahapill as controller have been made
      permanent. These appointments had been made on an interim
      basis on March 15, 2004. Kerr, a chartered accountant,
      originally joined Nortel Networks in 1994 as controller.
      Before leaving Nortel Networks in 2001, he held a number of
      senior positions in the Company's Finance organization
      including senior vice-president, finance and treasurer and
      senior vice-president, corporate business development. Since
      joining Nortel Networks in 1999, Pahapill, a chartered
      accountant, has held a number of positions in the Company's
      Finance organization including assistant controller and,
      most recently, assistant treasurer.

   -- Former chief financial officer, Douglas Beatty, and former
      controller, Michael Gollogly, both of whom had been placed
      on paid leave of absence by Nortel Networks on March 15,
      2004, have been terminated for cause.

In addition, the boards of directors of the Company and NNL
announced that four individuals who were senior line of business
finance executives of Nortel Networks during the periods under
review have been placed on paid leave of absence pending further
progress of the independent review.

"The Board of Directors believes that these actions are about
accountability for our financial reporting and are in the best
interests of the Company and all of its stakeholders, including
our investors, customers and employees," said Lynton (Red) Wilson,
chairman of the board, Nortel Networks. "These actions are an
important step in the process of restoring confidence in the
Company's leadership and financial reporting."

Owens said: "I am fully committed to doing all that is necessary
to maintain the business momentum and leadership position of this
Company. I also want to express my unqualified support for the
approximately 35,300 outstanding employees who are the lifeblood
of this Company. As an organization, we remain committed to our
business strategy of technology and solutions leadership in
helping our customers transform their networks to drive revenue
growth and improved productivity. And importantly, I want to see
this Company meet the highest standards of integrity and
transparency in its financial reporting."

            Independent Review, Status of Restatements
               and Revisions to Financial Results

The independent review has been focused on management's practices
regarding accruals and provisions. The Nortel Networks Audit
Committee has determined to extend the time period being covered
by the independent review to include all of 2003.

While the Nortel Networks Audit Committee has not yet determined
the full extent of the adjustments that will be required, it has
determined that Nortel Networks previously announced unaudited
results for the year ended Dec. 31, 2003 will need to be revised.
It has also determined that Nortel Networks will need to restate
the financial results reported in each of its quarterly periods of
2003 and for earlier periods including 2002 and 2001.

Based on the Company's work to date with respect to the planned
restatements and subject to the limitations described below,
Nortel Networks preliminary partial estimates to date of the
principal impacts of the restatements and revisions are as
follows:

   -- a reduction of approximately 50 percent in previously
      announced net earnings for 2003; these amounts will largely
      be reported in prior periods, resulting in a reduction in
      previously reported net losses for such periods including
      2002 and 2001;

   -- a reported net loss for the first half of 2003 compared to
      the previously announced net earnings for that period;

   -- no material impact to prior period revenues; and

   -- no material impact to the Company's cash balance as at Dec.
      31, 2003.

The Company's work to date with respect to the planned
restatements and revisions is subject to a number of important
limitations, including:

   -- the ongoing work of the Nortel Networks Audit Committee
      independent review, including with respect to the second
      half of 2003;

   -- the significant work to be done by the Company, including
      with respect to the second half of 2003, accounting
      documentation and reporting systems issues and the impact of
      accounting for certain matters, including foreign exchange;

   -- the previously disclosed material weaknesses in the
      Company's internal controls over financial reporting; and

   -- the audit of the Nortel Networks financial statements by the    
      Company's independent auditors.

In addition, in light of the foregoing, the Company has not
finalized its financial statements as at Dec. 31, 2003. Until the
Company finalizes its financial statements, subsequent events or
information may result in adjustments to certain estimates used in
the preparation of the Company's year end and/or quarter end
financial statements. At this time, the Company cannot estimate
the impact of any such adjustments on its results of operations or
financial position.

The Nortel Networks Audit Committee will take the necessary time
so that its review of the issues is thorough and that appropriate
corrective actions are implemented. The Audit Committee is
striving to complete its work as soon as practicable. Following
completion of the independent review, the Company will work to
complete its full year 2003 and interim 2004 financial statements
and the restated financial statements and to facilitate the
completion of the related audits as soon as practicable.

Nortel Networks will continue to cooperate with the regulatory
authorities in connection with their previously announced
investigations.

The preliminary partial estimates of the impacts of the
restatements described above have not been the subject of a review
or audit engagement by Nortel Networks independent auditors,
Deloitte & Touche LLP. Pending the issuance by Deloitte & Touche
LLP of its audit opinions in respect of the Company's and NNL's
planned restated 2002 and 2001 financial statements, the financial
statements of the Company and NNL for such periods and the
auditors' reports thereon should not be relied upon. In addition,
the Company's previously announced unaudited financial results for
the year ended Dec. 31, 2003 and the quarterly periods included
therein should not be relied upon.

            Availability of Q1 2004 Financial Results

As a result of all of the above, Nortel Networks is not in a
position at this time to announce preliminary financial results
for the first quarter of 2004. The Company can report, on a
preliminary unaudited basis, that its cash balance as at March 31,
2004 was approximately US$3.6 billion, down from approximately
US$4.0 billion as at Dec. 31, 2003. The reduction was primarily
due to payments made in the first quarter of 2004 under the Nortel
Networks employee incentive compensation plans as well as cash
outlays for restructuring and a real estate transaction.

            Q1 2004 Business Developments

The following are certain comments on Nortel Networks business
developments during the first quarter of 2004.

During the quarter, wireless broadband solutions continued to show
momentum across all technologies, showing a particular strength in
UMTS (Universal Mobile Telecommunications System) with a notable
success in the timely deployment for Orange in the south of
France. In addition, the Company made progress with its GSM-R (GSM
for Railways) solution in China, Spain and the U.K., and a new 450
MHz CDMA (Code Division Multiple Access) solution with deployments
announced in Eastern Europe.

Enterprise solutions saw slower momentum in all areas except
within the Company's convergence portfolio, which showed strength.
Nortel Networks continued to gain traction in the healthcare
sector with a number of deployments throughout Canada and the
United States.

Wireline solutions momentum was impacted by North American
seasonality in the first quarter, particularly within the TDM
business. VoIP (voice over Internet protocol) continued its
momentum, but reflected some choppiness associated with initial
contract phases. Nortel Networks made new inroads supporting its
carrier customers in delivering managed and hosted multimedia
application services.

Optical solutions continued to make progress in its areas of
focus, primarily in metro WDM and next generation SONET, with
deployments of broadband networking solutions. Nortel Networks
also announced strategic alliances with Calix, ECI Telecom and
KEYMILE to deliver next-generation ultra-broadband solutions.

                  Nortel Networks Limited

The financial results of NNL are consolidated into the Company's
results. NNL's financial statements for the applicable periods
will also be restated upon any restatement of the Company's
financial statements. NNL's preferred shares are publicly traded
in Canada.

             Update on Certain Potential Impacts

                     Debt Securities

As previously announced, as a result of the delay in the filing of
the 2003 Form 10-K beyond March 30, 2004, the Company and NNL are
not in compliance with their obligations to deliver to relevant
parties their filings with the United States Securities and
Exchange Commission under their public debt indentures.

Approximately US$1.8 billion of notes of NNL (or its subsidiaries)
and US$1.8 billion of convertible debt securities of the Company
are outstanding under the indentures. The delay does not result in
an automatic event of default and acceleration of the long-term
debt of the Company or NNL. If the holders of at least 25 percent
of the outstanding principal amount of any relevant series of debt
securities provide notice of such non-compliance to the Company or
NNL, as applicable, and the Company or NNL, as applicable, fails
to file and deliver the relevant 2003 Form 10-K within 90 days
after such notice is provided, then the trustee under the
indenture or such holders will have the right to accelerate the
maturity of the relevant series of debt securities. While such
notice could have been given at any time after March 30, 2004, to
date neither the Company nor NNL has received any such notice. In
addition, if the required percentage of holders under one series
of debt securities were to give such a notice and, after the 90
day cure period expired, were to accelerate the maturity of such
debt securities, then the principal amount of each other series of
debt securities could, upon 10 days notice, be accelerated without
the lapse of an additional 90 day cure period. Based on inquiries
to date, the Company believes that approximately 34 percent of the
outstanding principal amount of the US$150 million 7.875% notes
due June 2026 issued by a subsidiary of NNL and guaranteed by it
are held by a group of related holders. Other than with respect to
that series of debt securities, based on such inquiries, neither
the Company nor NNL is aware of any holder, or group of related
holders or parties, that holds at least 25 percent of the
outstanding principal amount of any relevant series of debt
securities. The Company also believes based on such inquiries that
approximately 23 percent of the outstanding principal amount of
the US$150 million 7.40% notes due June 2006 issued by NNL are
held by a single holder.

If an acceleration of the Company's and NNL's debt securities were
to occur, the Company and NNL may be unable to meet their
respective payment obligations with respect to the related
indebtedness. In such case, the Company and NNL would seek
alternative financing sources to satisfy such obligations. At
present, neither the Company nor NNL has any agreements or
understandings in place with respect to any such financing.

                  EDC Support Facilities

As previously announced, NNL obtained a waiver from Export
Development Canada ("EDC") to permit continued access by NNL to
the EDC performance-related support facility in accordance with
its terms while the Company and NNL complete their 2003 Form 10-K
filing obligations. The waiver will expire on May 29, 2004.
Because the developments announced today will result in a delay in
such filing beyond May 29, 2004, NNL intends to request a new
waiver from EDC to cover the period beyond May 29, 2004. There can
be no assurance that NNL will receive a new waiver or as to the
terms of any such waiver. If such a waiver is not received, EDC
would as of May 29, 2004 have the right to terminate its
commitments under the facility, which provides for up to US$300
million of committed support (which support is conditioned upon,
among other things, the maintenance of minimum credit ratings of
B- from Standard & Poor's Ratings Service and B3 from Moody's
Investors Service, Inc. and the absence of a material adverse
change) and US$450 million of uncommitted support. EDC would
further have the right to exercise certain rights against
collateral under NNL's security documents if the underlying
instruments or performance bonds become due, or require that NNL
cash collateralize all existing support. As at March 31, 2004,
there was approximately US$326 million of outstanding support
under this facility.

                     Credit Facilities

NNL has notified the lenders under its US$750 million five-year
credit facilities that it is terminating these credit facilities.
NNL will be unable to file its 2003 Form 10-K by April 29, 2004
which would permit the lenders under these credit facilities to
terminate their commitments under such facilities. The five-year
credit facilities, which would otherwise expire by their terms in
April 2005, have remained undrawn since their effectiveness in
April 2000.

                      Other Matters

The Company and NNL do not expect to be in compliance with certain
U.S. and Canadian securities regulations for the timely filing of
their unaudited interim financial statements for the first quarter
of 2004 prepared in accordance with United States and Canadian
generally accepted accounting principles ("GAAP") and their
Canadian GAAP audited financial statements and Annual Information
Form for the year 2003. The Company and NNL will each be filing
with the SEC a Form 12b-25 Notification of Late Filing relating to
the delay in filing its unaudited interim financial statements for
the first quarter of 2004.

Pending the filing of its 2003 and first quarter 2004 Canadian
GAAP financial statements, Nortel Networks intends to satisfy the
Alternative Information Guidelines recommended by the Ontario
Securities Commission. The Ontario Securities Commission, and
other Canadian securities regulators may, in light of the Company
and NNL not filing such financial statements in a timely manner,
impose a cease trade order related to the Company's and NNL's
securities against some or all persons who have been directors,
officers or insiders of the Company or NNL, which cease trade
order would generally not affect the ability of persons who have
not been directors, officers or insiders of the Company or NNL to
trade in their securities.

Nortel Networks is an industry leader and innovator focused on
transforming how the world communicates and exchanges information.
The Company is supplying its service provider and enterprise
customers with communications technology and infrastructure to
enable value-added IP data, voice and multimedia services spanning
Wireless Networks, Wireline Networks, Enterprise Networks, and
Optical Networks. As a global company, Nortel Networks does
business in more than 150 countries. More information about Nortel
Networks can be found on the Web at http://www.nortelnetworks.com/
or http://www.nortelnetworks.com/media_center/


NORTEL: S&P Downgrades Ratings to B- & Revises Watch to Developing
------------------------------------------------------------------
Standard & Poor's Rating Services lowered its 'B' long-term
corporate credit rating and other long-term ratings on Nortel
Networks Corp. and Nortel Networks Ltd. to 'B-'. The CreditWatch
implications are revised to developing from negative. The short-
term corporate credit and commercial paper ratings are unchanged,
and remain on CreditWatch with negative implications.

"The actions reflect an increased possibility that holders of
Brampton, Ontario-based Nortel Networks' securities could provide
notice of noncompliance to Nortel Networks, following its
announcement of major changes to its senior executive team, in
addition to an expansion of the existing investigation into its
accounting for fiscal years 2001 through 2003," said Standard &
Poor's credit analyst Bruce Hyman.

The major elements of Nortel Networks' April 28 announcement were
the replacement of the CEO, CFO, and controller; and an update on
the independent audit review, which will result in further
restatements and revisions to previously reported financial
results.

As a result of the previously announced delayed filing of its 2003
Form 10-K beyond March 30, 2004, Nortel Networks is not in
compliance with obligations under its indentures on $3.6 billion
in public debt. No notice of noncompliance has been provided by
holders of its securities as a result of that delayed filing,
although holders have had the right to do so since March 29, 2004.
If holders of at least 25% of the outstanding amount of any debt
securities were to provide such notice of noncompliance to Nortel
Networks, and if the company were then to fail to file the 10-K
within a further 90 days, the holders would have the right to
accelerate the maturity of its securities. The ongoing review
means the filing of the 2003 Form 10-K and first quarter 2004
financial reports will continue to be delayed. Nortel Networks'
cash balances at March 31, 2004, were $3.6 billion, approximately
equal to the outstanding debt, while the company has no other
sources of liquidity; cash balances had declined by about
$400 million since December 31, 2003.

As a result of the work to date by the independent audit review,
Nortel Networks will have to further restate 2001 and 2002
financial statements and revise previously reported 2003 results.
Net earnings for 2003 are expected to be reduced by about 50%, and
will be reported in prior periods, resulting in a decrease in
losses reported in 2002 and 2001.


NUEVO: Buys Out Remaining Contingent Payments to Unocal for $40MM
-----------------------------------------------------------------
Nuevo Energy Company (NYSE:NEV) announced that it will pay $39.95
million to Unocal to buyout the remaining future contingent
payments due to Unocal and to settle litigation related to past
payments. The settlement amount will be a purchase price
adjustment to crude oil and natural gas properties.

When Nuevo purchased Unocal's California crude oil and natural gas
assets in 1996, we entered into a net proceeds sharing agreement
with Unocal which terminates on December 31, 2004. Pursuant to
terms of this agreement, Unocal received one half of the net
proceeds from the sale of crude oil production from the purchased
fields if the sales price fell within a specified price-sharing
band. The price-sharing band has a current minimum of
approximately $22.00 per barrel and a maximum of approximately
$29.00 per barrel (NYMEX) and covers approximately 25 thousand
barrels per day, or about 55% of our total crude oil production.

"We are more than satisfied with the financial outcome of this
settlement and the elimination of litigation risk," commented Jim
Payne, Chairman, President and CEO. "Given the current robust
crude oil price environment, the contingent payment would likely
have been in excess of $20 million for 2004. Disregarding the
contested 2001 contingent payment and credits from purchasers of
certain Nuevo oil properties in California, the 2003 contingent
payment obligation was at least $16 million. As a result of this
buyout, our contingent payments for 2004 and 2003 have been
eliminated."

Nuevo Energy Company is a Houston, Texas-based company primarily
engaged in the acquisition, exploitation, development, exploration
and production of crude oil and natural gas. Nuevo's domestic
producing properties are located onshore and offshore California
and in West Texas. Nuevo is the largest independent producer of
crude oil and natural gas in California. To learn more about
Nuevo, please refer to the Company's internet site at
http://www.nuevoenergy.com/

                        *   *   *

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

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


OGLEBAY NORTON: Court Okays New $305MM DIP Loan & Exit Financing
----------------------------------------------------------------
Oglebay Norton Company (Other OTC: OGLEQ) said that the United
States Bankruptcy Court for the District of Delaware in Wilmington
has approved a $305 million second Debtor- in-Possession (DIP)
credit facility that will provide the Company postpetition and
exit financing. U.S. Bankruptcy Judge Joel B. Rosenthal said he
would sign the order approving the second DIP facility and
authorizing the Company to pay commitment fees for the loans.

The Company negotiated the second DIP facility with a syndicate of
lenders led by Silver Point Finance LLC immediately prior to
filing chapter 11. The second DIP will be used to repay the $70
million first DIP facility and the existing prepetition bank
credit facility, and to provide ongoing working capital
requirements while the Company is in chapter 11. Upon confirmation
of the Company's plan of reorganization and emergence from chapter
11, the $305 million second DIP facility will convert to a $305
million credit facility that will provide financing for the
reorganized Company.

The Company also said it filed a joint plan of reorganization with
the court on April 27, 2004. The plan is subject to review and
approval by certain creditors of the Company and by the Court. The
Company said that it intends to file the related disclosure
statement with the Court in the coming weeks.

"The actions we have taken in negotiating postpetition and exit
financing and filing the plan of reorganization is consistent with
our intention to emerge from chapter 11 on an expedited basis as a
stronger company with substantially reduced debt," said Michael D.
Lundin, president and chief executive officer. "We are pleased
with the progress we have made to date."

In a hearing, the Judge also denied a motion asking the Court to
appoint an Equity Security Holders Committee.

Oglebay Norton Company, a Cleveland, Ohio-based company, provides
essential minerals and aggregates to a broad range of markets,
from building materials and home improvement to the environmental,
energy and metallurgical industries. The Company has approximately
1,770 full-time and part-time hourly and salaried employees in 13
states.

On February 23, 2004, the Company and its wholly owned
subsidiaries filed voluntary petitions under chapter 11 of the
U.S. Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware in Wilmington to complete the financial
restructuring of its long-term debt.


ONE DREAM SOUND: Case Summary & 22 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: One Dream Sound Corp.
        aka One Dream Sound, Inc.
        509-525 West 34th Street
        New York, New York 10001

Bankruptcy Case No.: 04-12915

Chapter 11 Petition Date: April 28, 2004

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Chris Mularadelis, Esq.
                  Ballon, Stoll, Bader & Nadler, P.C.
                  1450 Broadway
                  New York, New York 10018-2268
                  Tel: 212-575-7900
                  Fax: 212-764-5060

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 22 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Freya Berg                                 $144,669

Seward & Kissel                             $96,410

David Donnel                                $46,000

NYS Department of Tax & Finance             $30,000

Worldwin Music Distributors, Inc.           $22,997

Soho Suppliers                              $12,676

D & B                                       $11,770

Seenhelser                                   $6,761

Meyer Sound                                  $6,546

Sherwood 34 Associates                       $5,000

John Ferdinand                               $5,000

Sound Associates                             $4,550

Budget                                       $3,760

Telex                                        $2,918

Production Radio Rentals                     $2,400

Cohen & Cohen, CPA                           $2,003

Clair Brothers Audio Systems, Inc.           $1,998

Ashley Audio Inc.                            $1,922

Big Apple Lights                             $1,895

Brownfeld Auto Services, Inc.                $1,817

ADT Security Services, Inc.                  $1,585

Positive Marketing Inc.                      $1,367



PENTON MEDIA: Will File Delayed Q1 Report No Later than May 17
--------------------------------------------------------------
Penton Media (OTCBB:PTON) said that it is postponing the release
of its first-quarter 2004 financial results and related conference
call, which had been scheduled for April 30.

Penton's Board is currently finalizing negotiations of a
separation agreement with CEO Thomas L. Kemp. The Company expects
that the negotiations and the related financial impact will be
finalized in the near term, and will release first-quarter results
as soon as practicable thereafter and no later than May 17.

Penton announced on March 24 that Kemp would be leaving the
Company and that he will continue with his responsibilities until
a replacement is named to ensure a smooth transition of
leadership.

Penton's Board has retained The Cheyenne Group, an executive
search firm based in New York City, to conduct the search for
Kemp's replacement.

                           *   *   *

In its Form 10-K for the fiscal year ended December 31, 2003 filed
with the Securities and Exchange Commission, Penton Media states:

"We may not be able to service our debt.

"Our ability to pay or to refinance our indebtedness will depend
upon our future operating performance, which will be affected by
general economic, financial, competitive, business, and other
factors beyond our control.

"We cannot assure you that our business will generate sufficient
cash flow from operations, that currently anticipated revenues and
cost-saving efforts will be realized on schedule or at all, or
that future borrowings will be available to us under our credit
facility or otherwise in amounts sufficient to enable us to
service our debt obligations, to pay our indebtedness at maturity
or otherwise, or to fund our other liquidity needs. If we are
unable to meet our debt obligations or fund our other liquidity
needs, we may need to further restructure or refinance our
indebtedness, sell assets or seek additional equity capital. We
cannot assure you that we will be able to accomplish those actions
on satisfactory terms, if at all, which could cause us to default
on our obligations and impair our liquidity. Our ability to
restructure or refinance will depend on the capital markets and
our financial condition at such time. Any refinancing of our debt
could be at higher interest rates and may require us to comply
with more onerous covenants, which could further restrict our
business operations. In addition, the terms of the convertible
preferred stock and warrants to purchase common stock, including
the conversion price, dividend and liquidation preference
adjustment provisions, could result in substantial dilution to
stockholders. The redemption price premiums, and board
representation rights, could negatively impact our ability to
access the equity markets in the future.

"Because a significant portion of our operations are currently
conducted through our subsidiaries, our ability to pay our
indebtedness is also dependent on the cash flows of our
subsidiaries and the distribution of those cash flows to us, or
upon loans or other payments of funds by our subsidiaries to us.
The ability of our subsidiaries to make distributions or other
payments to us will depend upon their operating results,
applicable laws and any contractual restrictions contained in the
instruments governing their indebtedness. If money generated by
our subsidiaries is not available to us, our ability to repay our
indebtedness may be adversely affected."


PARMALAT GROUP: Loses EUR4.1 Million In Thailand Unit Sale
----------------------------------------------------------
Parmalat Finanziaria SpA in     |  Parmalat Finanziaria SpA, in
Extraordinary Administration,   |  Amministrazione Straordinaria,
communicates that its           |  comunica che la controllata
subsidiary company Parmalat SpA |  Parmalat SpA in
in Extraordinary                |  Amministrazione Straordinaria,
Administration, having received |  ottenute le previste
the required ministerial        |  autorizzazioni ministeriali,
authorizations, has sold to     |  ha ceduto alla Campina
Campina International Holding   |  International Holding B.V.
B.V. its participation of       |  la partecipazione, pari
89.79% in the share capital of  |  all'89,79% del capitale
Parmalat Thailand Ltd.          |  sociale, nella Parmalat
                                |  Thailand Ltd.
     The Thai company was sold  |
for a symbolic consideration of |       La societa tailandese
US$1 and the transaction        |  e stata ceduta al valore
entailed a capital loss of      |  simbolico di 1 USD e
EUR4.1 million for the Group.   |  l'operazione ha comportato una
                                |  minusvalenza per il Gruppo di
                                |  4,1 milioni di euro.

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)   


PORTICO BED & BATH: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Portico Bed & Bath, Inc.
        430 West 14th Street
        New York, New York 10014

Bankruptcy Case No.: 04-41162

Type of Business: The Debtor owns and operates a
                  high-end Bed, Bath and Furnishing
                  chain of retail stores.

Chapter 11 Petition Date: April 26, 2004

Court: Southern District of New York (Manhattan)

Judge: Prudence Carter Beatty

Debtor's Counsel: Lawrence Morrison, Esq.
                  225 East 36th Street
                  New York, NY 10016
                  Tel: 212-252-1990

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


RMF: Fitch Assigns B/C Ratings to Series 1995-1 Classes E & F
-------------------------------------------------------------
Fitch Ratings upgrades RMF's commercial mortgage pass-through
certificates, series 1995-1, as follows:

          --$3.5 million class B to 'AAA' from 'AA+';
          --$8.8 million class C to 'AA' from 'A+';
          --$7.3 million class D to 'BBB' from 'BBB'.

The following classes are affirmed by Fitch:

          --Interest-only classes I-2 and I-3 'AAA';
          --$10.2 million class E 'B';
          --$7.3 million class F 'C'.

Fitch does not rate the class G or H certificates.

The upgrades reflect increased credit enhancement levels due to
loan payoffs and amortization. As of the April 2004 distribution
report, the transaction's certificate balance declined by
approximately 72% to $40.2 million from $146.1 million at
issuance.

Fitch remains concerned with the concentrations within the pool, a
high percentage of specially serviced loans and the increasing
interest shortfalls. Only fourteen loans remain in the pool; all
are secured by health care facilities. Seven loans (45%) are
currently in special servicing, including the EHA pool (24%),
which is currently real estate-owned (REO). Interest shortfalls
are affecting classes E, F, G and H and it is unclear whether
interest shortfalls are recoverable.

The EHA pool, originally consisting of six cross-collateralized
and cross-defaulted loans, has been in special servicing since
2000, when the borrower/operator, Mariner Post Acute, filed for
Chapter 11 bankruptcy protection. A reorganization plan was agreed
upon in March 2002. One loan was assumed by a new entity and is
performing. One of the five REO properties was liquidated at a
$2.8 million loss, one is currently under contract and the
remaining three are being marketed for sale. Significant losses
are expected.

The Indigo Manor loan (15%) has been in special servicing since
February 2000. The special servicer is currently evaluating a
discounted payoff proposal.


ROGERS COMMS: AT&T Intends to Monetize Rogers Wireless Stake
------------------------------------------------------------
Rogers Communications Inc. has received notice from AT&T Wireless
Services Inc. of its intent to explore options to monetize its
stake in Rogers Wireless Communications Inc. AWE's stake consists
of 48.6 million Class A Multiple Voting shares and Class B
Restricted Voting shares of Rogers Wireless that are held
through JVII Partnership. Rogers owns approximately 56% of Rogers
Wireless and the remaining 10% ownership is publicly owned and
traded in Canada and the U.S.

The letter received by RCI, to which is attached an SEC Schedule
13D to the same effect, states that JVII has determined to explore
options to monetize JVII's entire stake in Rogers Wireless and
states AWE's interest in negotiating with RCI for a period of 21
day to attempt to reach an agreement on a private sale to RCI.  
RCI is seeking advice and requesting confirmation from AWE as to
whether this letter constitutes formal notification under a
1999 agreement between RCI, Rogers Wireless and JVII.

RCI and Rogers Wireless intend to follow the disposition process
provided for in the agreements refer to below, and expect that AWE
and JVII will comply fully with their legal obligations under such
agreements with respect to any sale of their Rogers Wireless
shares. Investors should review the agreements in their entirety
to fully understand the provisions that will govern the
disposition process.

RCI, Rogers Wireless, and AWE (through JVII) are parties to a
Shareholders' Agreement, and Rogers Wireless and AWE (through
JVII) are parties to a Registration Rights Agreement, each dated
August 16, 1999 (together the "Agreements"). Copies of the
Agreements were filed in Canada on SEDAR by RCI and Rogers
Wireless on February 3, 2004. Although there have been
amendments to certain of the provisions of the Agreements since
1999, including to reflect that AWE was spun off from AT&T Corp.
and that AWE subsequently acquired all of the interests in JVII,
the provisions of these agreements dealing with the process for a
disposition by AWE of its interest in Rogers Wireless have not
changed.

Under the Shareholders Agreement, RCI has a right of first
negotiation pursuant to which RCI and AWE are required for a
period of 21 days from the receipt of notice from AWE to negotiate
exclusively and in good faith for the possible purchase by RCI of
AWE's Rogers Wireless shares. If no agreement is reached in this
timeframe, AWE thereafter has a period of 60 days in which to
sell its Rogers Wireless shares to third parties. On any such sale
to third parties, the price per share must be higher than the
highest price offered by RCI during the negotiation period. In
connection with any such sales to third parties, AWE is required
to convert its Rogers Wireless Class A Multiple Voting shares into
Class B Restricted Voting shares, and AWE may not sell to any
single third party shares representing more than 5% (10% to
certain suppliers to Rogers Wireless) of the outstanding equity
shares of Rogers Wireless.

AWE is entitled under the Registration Rights Agreement to require
Rogers Wireless to qualify the sale of AWE's Rogers Wireless
shares by prospectus in Canada and/or by registration statement in
the United States. Should AWE exercise its registration rights in
connection with an underwriting of its Rogers Wireless shares,
Rogers Wireless has the right of first refusal exercisable for a
period of five business days to purchase AWE's Rogers Wireless
shares at the proposed underwritten price. Rogers Wireless then
has a second right of first refusal exercisable for a period of 24
hours if the final underwritten price is less than the price
offered pursuant to the initial right of first refusal.

RCI has made no decision whether to offer to purchase AWE's Rogers
Wireless shares. If RCI ultimately were to offer to purchase AWE's
Rogers Wireless shares, it may consider, amongst other things,
designating Rogers Wireless as the proposed purchaser of such
shares subject to board and other necessary approvals.

Furthermore, RCI has no intention of effecting a "going private
transaction" with respect to Rogers Wireless as part of any
disposition process by AWE of its Rogers Wireless shares.

Regardless of whether RCI or Rogers Wireless purchase AWE's 48.6
million Rogers Wireless shares or they are sold to other persons,
a result of such a disposition process would be that Rogers'
ownership of the outstanding Class A Multiple Voting shares of
Rogers Wireless would increase from 69% to 100%.

                  About the Companies

Rogers Communications Inc. (TSX: RCI.A and RCI.B; NYSE: RG) is a
diversified Canadian communications and media company, which is
engaged in cable television, high-speed Internet access and video
retailing through Canada's largest cable television provider
Rogers Cable Inc.; wireless voice and data communications services
through Canada's leading national GSM/GPRS cellular provider
Rogers Wireless Communications Inc.; and radio, television
broadcasting, televised shopping and publishing businesses through
Rogers Media Inc.

Rogers Wireless Communications Inc. (TSX: RCM.B; NYSE: RCN) (S&P,
BB+/Negative, Long-Term Corporate Credit) operates Canada's
largest integrated wireless voice and data network, providing
advanced voice and wireless data solutions to customers from coast
to coast on its GSM/GPRS network, the world standard for wireless
communications technology. The Company has approximately 4.1
million customers, and has offices in Canadian cities across the
country. Rogers Wireless Communications Inc. is approximately 56%
owned by Rogers Communications Inc. and 34% owned by AT&T Wireless
Services, Inc.


ROGERS COMMUNICATIONS: S&P Places Ratings on CreditWatch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'BB+' long-
term corporate credit ratings on Rogers Communications Inc. (RCI)
and Rogers Wireless Inc. (RWI) on CreditWatch with negative
implications following RCI's announcement that it has received
notice from AT&T Wireless Services Inc. (AWE; through JVII
Partnership) of its intent to explore monetization of its stake in
Rogers Wireless Communications Inc. (RWCI), RWI's parent.

"Should AWE dispose of its stake either through a sale to RCI or
through a public offering of its shares, Standard & Poor's ratings
approach to RWI would change from a stand-alone basis to a
consolidated basis," said Standard & Poor's credit analyst Joe
Morin. The current approach of rating RWI separately from its
parent, RCI, is based on the minority shareholder rights afforded
AWE (through JVII) in the shareholders agreement between it and
RCI. RCI would have increased influence over RWI should AWE exit
its investment. The ratings approach would therefore change,
whereby RCI and RWI would be analyzed on a consolidated basis and
the ratings and outlook on the two entities would be equalized.

Assuming either RCI or RWCI purchases AWE shares in RWCI, the
ratings on RCI and RWI could be lowered if the transaction were to
result in a material increase in debt, regardless of which entity
incurred the debt. Nevertheless, the ratings are likely to remain
in the 'BB' category. Given the improving operating performance at
RCI's key subsidiaries, RWI and Rogers Cable Inc., as well as the
improving credit metrics at RWI, there is capacity to add
incremental debt at the current ratings level.

Standard & Poors will resolve the CreditWatch status on further
clarification from the company as to whether a transaction will in
fact occur, and on disclosure of the terms and conditions of such
a potential transaction.


STATION CASINOS: Frank J. Fertitta's Equity Stake Reduced to 12.2%
------------------------------------------------------------------
Frank J. Fertitta III recently filed a report with the SEC
designating a decrease in the amount of common stock shares of
Station Casinos Inc. which he holds.  Mr. Fertitta now
beneficially holds 7,619,896 such shares with sole voting and
dispositive powers.  The amount held now represents 12.2% of the
outstanding common stock of Station Casinos Inc.

The securities disposed of by Mr. Fertitta were as a result of the
exercise of certain   options to acquire common stock and the
disposition of the corresponding underlying shares of common
stock. The remaining securities beneficially owned by Mr. Fertitta
are being held for investment purposes.

Las Vegas, Nevada-based Station Casinos, whose corporate credit
rating affirmed at 'BB' with a stable outlook by Standard &
Poor's, is the largest owner of off-Strip casino properties.
Total debt outstanding was approximately $1.16 billion at Dec. 31,
2003.


STELCO INC: Steelworkers Say Plan Just a Demand for Concessions
---------------------------------------------------------------
The negotiating committee for the United Steelworkers' Local 8782
says the latest Stelco presentation of its plan for restructuring
is not a strategic plan for reviving the ailing company, but
continues to be a demand for concessions from its employees.

Over the last quarter, nearly all steel mills in North America
have made a profit, but Stelco seems unable to make money. As one
industry analyst has said, not making money in this market is like
a sailor not being able to find water in the middle of an ocean.

Stelco's credibility is strained to the limit, and Local 8782
negotiators are even more convinced that the only way to deal with
Stelco is at the bargaining table under the umbrella of the
Ontario Labour Relations Act.

The committee is disappointed with the narrow-minded approach that
targets the workers' collective agreement as the source of the
problem. Courtney Pratt's style may be different than Jim Alfano,
but the message is the same. There is no leadership and there is
no vision.

The collective agreement is not the problem, and concessions are
not the answer.


STELCO: Will Reports Year-End 2003 & Q1 2004 Results on May 6
-------------------------------------------------------------
The results for year-end 2003 and first quarter 2004 will be
issued by press release late the morning of Thursday,
May 6, 2004.

Courtney Pratt, President and Chief Executive Officer, Colin
Osborne, Chief Operating Officer and Executive Vice President -
Strategy, and Bill Vaughan, Senior Vice President - Finance, will
host a conference call and Webcast to review Stelco's financial
results for year-end 2003 and first quarter 2004.

            Date:                  Thursday, May 6, 2004
            Time:                  4:00 p.m.
            Local or Overseas:     (416) 405-8532
            North America:         (877) 295-2825

The conference call and Webcast will be available on Stelco's Web
site at http://www.stelco.ca/

Choose the "Investor Information" section and follow the link at
the top of the page. Please log in at least 15 minutes prior to
the call.

For those unable to participate in the conference call, a taped
rebroadcast will be available until midnight May 13, 2004. The
numbers for the rebroadcast are:

            Local or Overseas:     (416) 695-5800
            North America:         (800) 408-3053
            Passcode:              "STELCO" or 783526

As well, the conference call will be archived on Stelco's Web site
at http://www.stelco.ca/

To access the replay, choose the "Investor Information" section
then select "Replay Quarterly Earnings Call" at the top of the
page.


TAE BO RETAIL: Look for Schedules & Statements by May 12
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada, gave Tae Bo
Retail Marketing, Inc., and N.C.P. Marketing Group, Inc., more
time to prepare and deliver comprehensive schedules of assets and
liabilities, statements of financial affairs and lists of
executory contracts and unexpired leases required under 11 U.S.C.
Sec. 521(1).  The Debtors have until May 12, 2004 to file their
Schedules of Assets and Liabilities and Statement of Financial
Affairs.

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. 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.


TECO ENERGY: Low-B Rated Company Publishes First Quarter Results
----------------------------------------------------------------
TECO Energy, Inc. (NYSE: TE) reported first quarter net income of
$2.5 million, compared with net income of $2.7 million in the
first quarter of 2003. Earnings per share for the quarter were
$0.01, compared with earnings per share of $0.02 in the first
quarter of 2003. The first quarter net income from continuing
operations was $28.7 million, compared with a loss from continuing
operations of $20.3 million for the same period in 2003. Earnings
per share from continuing operations were $0.15 for the quarter,
compared with a per-share loss of $0.12 in the 2003 period.
Discontinued operations in the quarter reflect the operating
results from the Union and Gila River power stations. The number
of common shares outstanding was seven percent higher for the
quarter than it was for the same period in 2003.

Chairman and CEO Robert Fagan said, "We had some challenges this
quarter, primarily due to mild weather which impacted our electric
utility operations and some operating setbacks at TECO Transport,
but our coal operations performed well, and we see opportunities
for improvement over these results as we progress through the
year. Normal weather for the remainder of the year would allow
Tampa Electric to improve, and TECO Transport is back on track
with normal operations. In addition, we are seeing signs that the
stronger U.S. economy will contribute to improved results over the
remainder of the year at many of our businesses, especially coal
and transportation."

                      Charges and Gains

First quarter results from continuing operations in 2004 include a
$10.6 million after-tax gain on the sale of TECO Energy's interest
in its propane business, partially offset by a $3.4 million after-
tax charge due to a valuation adjustment at TECO Solutions and an
$0.8 million after-tax valuation adjustment at TECO Transport.
First quarter results from continuing operations in 2003 included
a $48.9 million after-tax charge for turbine purchase
cancellations at Tampa Electric, a $15.3 million after-tax charge
for non-merchant turbine purchase cancellations, (which was
reflected in the Other Unregulated Companies segment), and a $1.1
million charge for the cumulative effect of a change in accounting
principle associated with the adoption of FAS 143, Accounting for
Asset Retirement Obligations.

                  First quarter highlights

   * Completed Bayside repowering project -- final phase in
     service January 15, 2004;

   * Signed a non-binding letter of intent to transfer the Union
     and Gila River projects to the lending bank group;

   * Signed a non-binding memorandum of understanding to sell an
     additional 40 percent ownership interest in our synfuel
     production facilities; and

   * Completed the sale of several smaller non-core energy
     services businesses.

                   Discontinued Operations

Discontinued operations in the first quarter of 2004 include the
operating losses for the Union and Gila River power stations.
Discontinued operations for the same period in 2003 include the
results from Union and Gila River which were more than offset by
the gain on the final installment of the sale of the coalbed
methane gas production assets.

                     Segment Reporting

Effective with year-end 2003 reporting, the TPS segment has been
replaced by the TECO Wholesale Generation (TWG) Merchant segment
which includes the results of operations for the merchant
facilities, including Frontera, Commonwealth Chesapeake, Dell and
McAdams, as well as the equity investment in the Odessa and
Guadelupe (TIE) power plants, and TECO EnergySource (TES), the
energy marketing operation for the merchant plants. The non-
merchant power operations are comprised of the interests in the
Hamakua Power Station in Hawaii, the San Jose and Alborada power
stations in Guatemala and the minority interest in the Guatemalan
distribution utility, EEGSA. The non- merchant results are now
reported in the Other Unregulated Companies segment.

Results for unregulated business segments include internally
allocated interest expense. Interest is not, however, allocated to
discontinued operations but remains at the TECO Energy parent
level.

Tampa Electric

Tampa Electric's net income for the first quarter was $23.9
million, compared with $39.9 million for the same period in 2003,
excluding the 2003 $48.9 million after-tax turbine purchase
cancellation charge. The 2004 results reflect lower earnings from
the equity component of AFUDC (which represents allowed equity
cost capitalized to construction costs); lower base revenues from
milder weather than 2003; higher interest expense; and increased
employee-related expenses (primarily pension expense). The lower
AFUDC equity earnings were driven primarily by the Gannon/Bayside
repowering project, for which AFUDC equity earnings decreased to
$0.7 million for the quarter, down from $7.6 million for the same
period in 2003, reflecting the completion of Bayside Station Unit
1 in April 2003 and Unit 2 in January 2004.

Retail energy sales increased 1 percent, as average customer
growth of 2.6 percent was partially offset by mild weather. Total
heating and cooling degree-days for the Tampa area in the quarter
were almost 6 percent below normal and more than 15 percent below
2003 levels. Although retail energy sales increased, total base
revenues decreased as the milder weather reduced sales to
residential customers.

Peoples Gas

Peoples Gas System reported net income of $12.8 million for the
quarter, compared with $11.9 million in the same period in 2003.
Quarterly results reflected customer growth of 5.0 percent and
higher therm sales to residential and commercial customers.
Peoples Gas is only sensitive to heating degree days during the
winter months, and statewide heating degree days for the period
were above normal but below 2003 levels. Sales of low- margin
transportation service for interruptible customers and electric
power generators declined due to the persistent high gas prices.
These customers are sensitive to the commodity price of gas, and
many have the ability to switch to alternative fuels or to simply
alter consumption patterns.

TECO Coal

TECO Coal achieved first-quarter net income of $15.4 million,
compared to $25.7 million reported in the same period in 2003,
which excluded a $0.3 million after-tax charge due to the adoption
of FAS 143. TECO Coal's 2004 results reflect no Section 29 tax
credits due to TECO Energy's expected tax losses in 2004. Results
in 2004 also reflect an increased third-party ownership interest
in its synfuel production in the quarter and higher prices for
conventional coals, offset by higher mining costs due, in part, to
the use of marginal coals for the production of synfuel. Results
in 2003 included Section 29 tax credits at the operating segment
level related to the production of synthetic fuel, $25.9 million
of which were deferred at the TECO Energy parent level in the
first quarter of 2003. In the first quarter of 2003, TECO Coal
owned 100 percent of the synfuel production; ownership by third
parties approximated 90 percent in the same period in 2004.

TECO Transport

TECO Transport recorded net income of $1.9 million in the first
quarter, excluding $0.8 million of valuation adjustments on ocean-
going equipment, compared with $4.6 million for the same period
last year. These results reflect significantly lower Tampa
Electric volumes as a result of the Bayside repowering, where a
disproportionate share, approximately two-thirds, of the reduction
in Tampa Electric tonnage occurred in the first quarter. In
addition, quarterly results were affected by a five-day shut down
of the lower Mississippi River to shipping traffic, which impacted
all of TECO Transport's businesses; and by a heavy shipyard
schedule which idled ocean- going equipment and resulted in higher
repair costs. Results in 2003 exclude an $0.8 million after-tax
charge due to the adoption of FAS 143.

TWG Merchant

TWG merchant operations recorded a first-quarter loss of $18.7
million, compared with a loss of $11.8 million for the same period
in 2003. The lower results reflect primarily lower energy prices
in the Texas market which affected first quarter comparisons for
the TIE plants. Additionally, the Frontera Station was off-line
for maintenance during most of the quarter in 2004.

Other Unregulated Companies

TECO Energy's other unregulated companies, which now include the
Guatemalan and Hamakua non-merchant power investments, recorded
net income of $18.7 million for the first quarter, compared to a
loss of $2.2 million for the same period in 2003. The net income
for the non-merchant power operations was $11.1 million, compared
to net income of $12.4 million, excluding the $15.3 million after-
tax charge for turbine purchase cancellations in 2003. The non-
merchant results included continued strong results from the
Guatemalan operations including the electric distribution utility
operations, which benefited from higher rates. The Other
Unregulated results also include the $10.6 million after-tax gain
from the sale of the propane business partially offset by the $3.4
million valuation adjustment at TECO Solutions for its minority
interest in a fiber optics business (Litestream) that is in
bankruptcy.

            Non-operating Items Affecting Net Income

Results for the quarter include the non-operating gains and
charges described above. Interest expense increased due to
decreased interest expense credit for AFUDC-borrowed funds at
Tampa Electric and higher overall levels of debt in support of
TECO Energy's and Tampa Electric's capital investment programs.
Interest expense in the first quarter of 2003 reflected
capitalized interest of $10.0 million associated with the Union
and Gila River projects; no interest was capitalized in 2004
following completion of these projects, which are now held for
sale. Results for both the 2004 and 2003 quarters include the non-
operating gains and charges discussed in each operating company
results.

                        Liquidity

TECO Energy's consolidated cash and cash equivalents, excluding
all restricted cash, totaled $107.6 million at Mar. 31, 2004. The
cash balance at Mar. 31 excludes the San Josi and Alborada
project's cash balances of $28.3 million, as these companies were
deconsolidated due to the adoption of FIN 46R, Consolidation of
Variable Interest Entities, effective Jan. 1, 2004. Restricted
cash of $36.8 million includes $29.2 million from the sale of the
49 percent interest in the synthetic coal production facilities,
held in escrow due to TECO Energy's current credit rating.

In addition, at Mar. 31, 2004, availability under bank credit
facilities totaled $526.5 million, net of letters of credit of
$44.1 million outstanding under the TECO Energy facility and $50.0
million of loans under the Tampa Electric facilities. Thus, at the
end of the first quarter, total liquidity was $634.1 million,
including $216.5 million at Tampa Electric.

                     Financial Update

TECO Energy plans to Webcast an update on its 2004 financial plans
and outlook during its presentation at the American Gas
Association Financial Forum at 10:00 AM on Tuesday May 4, 2004.
The Webcast can be accessed by following the link on TECO Energy's
Website http://www.tecoenergy.com/

TECO Energy (Senior unsecured debt rated 'BB+', Rating Outlook
Negative by Fitch) is a diversified energy-related holding company
headquartered in Tampa. Its principal businesses are Tampa
Electric, Peoples Gas System, TECO Coal, TECO Transport and TECO
Wholesale Generation. Additional information on the company is
available on its Web site http://www.tecoenergy.com/


TEMPUR-PEDIC: S&P Raises Debt Ratings to BB- & Removes CreditWatch
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating and bank loan rating on mattress manufacturer Tempur-Pedic
International Inc. and related entities to 'BB-' from 'B+'. At the
same time, the firm's subordinated debt rating was raised to 'B'.
The ratings were removed from CreditWatch, where they were placed
on Dec. 18, 2003.

The outlook is stable.

Total debt outstanding as of March 31, 2004, was $309.9 million.

"The upgrade reflects the company's recent $87.5 million IPO of
common stock and the application of the funds to debt reduction,
as well as operating performance that exceeded Standard & Poor's
expectations," said Standard & Poor's credit analyst Martin S.
Kounitz.

The ratings on Lexington, Kentucky-based Tempur-Pedic
International Inc. are based on its niche presence in the mattress
manufacturing industry, modest but growing market share through
its alternative technology to traditional innersprings, the stable
characteristics of the domestic mattress market, and the firm's
leveraged balance sheet.

Tempur-Pedic, through its primary subsidiary Tempur World,
manufactures and markets foam mattresses under Tempur-Pedic and
other brand names. With differentiated technology, the company has
achieved about a 5% market share in 2003, offering customers an
alternative to traditional mattresses based on innersprings. The
specialty mattress market totaled about $1 billion in 2002, the
latest available data, roughly 20% of the entire domestic mattress
market, but is the fastest-growing sector. In addition to the
typical furniture and mattress retail sales channels, Tempur also
sells to consumers directly, and has a significant international
business, 41% of 2003 sales. The company is growing its healthcare
segment with products designed to reduce bedsores among nursing
home patients. Demand in the healthcare segment is potentially
more stable than it is in the other market segments the company
serves.

Sales for the fiscal year ended Dec. 31, 2003, grew 61% over the
previous year, while EBITDA rose 86%. Growth continued into the
first-quarter ended March 31 2004, with sales up 46% and EBITDA up
37%, versus the same period in 2003. Results were driven by volume
gains in Tempur-Pedic's core mattress products, especially through
sales in furniture stores, and greater sales of higher-margin
products including pillows. For the past several years, the
company has consistently achieved an EBITDA margin of over 20%,
high for the industry. In comparison, the industry's major
manufacturers had EBITDA margins ranging from 10%-12% in 2003.
Tempur-Pedic's higher margins are attributable to high capacity
utilization rates, the premium-priced market segment in which the
company competes, and its differentiated product.

The stable outlook reflects Standard & Poor's expectation that
Tempur-Pedic will continue to grow its market share in the premium
mattress segment, and will defend its position against recent
foam-based entrants from the traditional innerspring mattress
manufacturers. The stable outlook further incorporates the
expectation that the company will continue to reduce debt.


TIME WARNER: First Quarter 2004 Net Loss Tops $38.8 Million
-----------------------------------------------------------
Time Warner Telecom Inc. (Nasdaq: TWTC), a leading provider of
managed voice and data networking solutions for business
customers, announced its first quarter 2004 financial results,
including $161.6 million in revenue, $52 million in EBITDA, and a
net loss of $38.8 million.

                     Highlights for the Quarter

For the quarter ending March 31, 2004, the Company (growth
comparisons are to the same period last year) --

     *  Grew enterprise revenue $12 million, which was offset by a
        reduction in carrier and related party revenue of $12
        million and a reduction in intercarrier compensation of $3
        million

     *  Produced EBITDA of $52 million and EBITDA margin of 32%

     *  Grew buildings on the Company's network by 20%

     *  Grew customers by 21%

     *  Invested $32 million in capital expenditures

     *  Used $5 million in cash, marketable securities and
        investments, and

     *  Completed a $440 million refinancing of debt

"This continues to be a challenging environment for us, however, I
believe we are on the right path with our current initiatives,"
said Larissa Herda, Time Warner Telecom's, Chairman, CEO and
President. "The growth in enterprise revenue demonstrates the
success of our efforts with this customer segment, but until our
enterprise revenue growth outpaces the contraction in our carrier
business and overall pricing pressures, our view of overall
revenue growth is one of cautious optimism. We continue to focus
on success with our enterprise customers, especially with our data
and Internet products."

                      Results from Operations

Revenue

Revenue for the quarter was $161.6 million, as compared to $165.0
million for the same period last year, representing a $3.4 million
decrease. The primary components of the change year over year
included:

     *  $12.0 million net increase in revenue from enterprise
        customers, primarily from the sale of data and Internet
        services

     *  $9.9 million net decrease from carriers and ISPs.  Revenue
        from WorldCom decreased $4.4 million, net of a favorable
        $2.3 million settlement(2) recognized in the current
        quarter.  Revenue from other carriers and ISPs decreased
        $5.5 million primarily due to a reduction in services
        being purchased and price reductions

     *  $2.1 million net decrease from related parties, primarily
        due to a decrease in transport services being purchased by
        their Internet-related businesses

     *  $3.4 million decrease in intercarrier compensation due
        primarily to lower minutes of use and lower rates which
        became effective in mid-2003

By product line, the percentage change in revenue for the first
quarter over the same period last year was as follows:

     *  17% increase for data and Internet services due to success
        with Ethernet and IP product sales

     *  4% decrease for switched services, primarily due to
        resolution of a customer dispute in the first quarter of
        2003, and a decrease in contract termination revenue

     *  3% decrease for dedicated transport services, primarily
        due to disconnects, partly offset by WorldCom settlement
        revenue

Excluding the settlement and all other revenue from WorldCom, the
change in revenue for the first quarter over the same period last
year included a 37% increase for data and Internet revenue, nearly
flat revenue for switched services and a 4% decrease for transport
services. (See Page 11 for reconciliation to GAAP reported
numbers.)

Disconnects

The Company continues to experience a high level of service
disconnections, which resulted in the loss of $2.4 million of
monthly revenue for the quarter versus $2.9 million for the fourth
quarter of 2003. This compares to a loss of monthly revenue of
$3.7 million for the first quarter of 2003, of which $1.7 million
was related to WorldCom.

EBITDA and Margins

EBITDA for the quarter was $52.0 million, reflecting a 7% increase
from the same period last year. Excluding the settlement(2)
related to WorldCom of $2.7 million in the first quarter of 2004,
EBITDA increased 1% to $49.3 million.

EBITDA margin was 32% for the quarter as compared to 29% for the
same period last year. Excluding the settlement referenced above,
EBITDA margin was 31% for the first quarter of 2004.

Gross margin, both with and without the settlement referenced
above, was 60% for the current quarter and for the same period
last year. The Company utilizes a fully burdened gross margin,
including network costs, national IP backbone costs and personnel
costs for customer care, provisioning, network maintenance,
technical field and network operations.

Net Loss

The Company reported a net loss of $(38.8) million, or $(.34) per
share, for the quarter, compared to a net loss of $(33.3) million
or $(.29) per share for the same period last year. The increase in
the net loss primarily relates to $8.9 million of deferred loan
costs and related fees which were expensed in the current quarter
in conjunction with a refinancing which occurred in February (see
below).

               Other Operating Highlights

In February, the Company completed an offering of $440 million of
senior notes. The net proceeds from the senior notes were used to
retire the Company's senior secured credit facility and for other
general corporate purposes. "The net effect of the refinancing was
to eliminate near-term principal amortization by delaying certain
debt maturities," said David Rayner, Time Warner Telecom's Senior
Vice President and Chief Financial Officer. "In addition, the
repayment of our bank debt removed certain restrictive financial
covenants, providing us added operational and strategic
flexibility."

     The senior notes offering consisted of:

     *  $240 million of second priority senior secured floating
        rate notes at LIBOR plus 400 basis points, due 2011,
        guaranteed on a senior secured basis by the Company and
        certain of its subsidiaries; and

     *  $200 million of senior notes at 9.25%, due 2014,
        guaranteed on a
        senior unsecured basis, by the Company and certain of its
        subsidiaries

In addition, the Company entered into a $150 million five year
senior secured revolving credit facility that is available for
general corporate purposes, but is presently undrawn.

                     Network Investments

Capital expenditures were $31.5 million for the quarter, compared
to $22.4 million for the same period in 2003. In 2004, the Company
expects capital expenditures to be $150 to $175 million, which
includes costs for continued expansion of its network, the
addition of more buildings to the network, and infrastructure for
new products.

                           Summary

"We continue to focus on growing our enterprise revenues as well
as stabilizing our carrier revenues," said Herda. "Our strategy to
focus on enterprise customers has resulted in a 44% increase in
our enterprise revenue over the past two years and we are
encouraged by the growth prospects of our data and Internet
services. We remain focused on rational, long-term growth and
profitability," concluded Herda.

                  About Time Warner Telecom Inc.

Time Warner Telecom Inc., headquartered in Littleton, Colo., is a
leading provider of managed network solutions to a wide array of
businesses and organizations in 44 U.S. metropolitan areas that
require telecommunications intensive services.

                        *    *    *

As reported in Troubled Company Reporter's February 5, 2004
Edition, Standard & Poor's Ratings Services assigned its 'B'
rating to Time Warner Telecom Holdings Inc.'s senior secured
second-lien floating-rate notes due 2011 and its 'CCC+' rating to
the company's senior unsecured notes due 2014, which total $800
million in aggregate.


TRITON AVIATION: Fitch Cuts Ratings to Low-B & Junk Levels
----------------------------------------------------------
Fitch April 28

Fitch Ratings downgrades Triton Aviation Finance notes, reflecting
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.

      Downgraded ratings are:

               --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.


UNITED AIRLINES: Wants to Walk Away from Four Aircraft Deals
------------------------------------------------------------
The United Airlines Inc. Debtors seek the Court's authority to:

  a) reject a lease for a Boeing 777-222 aircraft and related
     engines bearing Tail No. N767UA; and

  b) abandon a Boeing 777-222ER, bearing Tail No. N790UA, and two
     Boeing 767-222s, bearing Tail Nos. N606UA and N607UA.

For Tail No. N767UA, United Air Lines, Inc. entered into the
Lease as part of a leveraged lease financing arrangement.  A
common law trust holds title to and leases the Aircraft to the
Debtors on behalf of equity participants.  An Indenture Trustee
holds a security interest to secure the debt for various lending
parties.

The Debtors own Tail No. N790UA through a mortgage.  The
financing was obtained by issuing Equipment Notes to various
pass-through trusts, which issued Enhanced Equipment Trust
Certificates.  Each Equipment Note is secured by particular
pieces of N790UA and an Indenture Trustee holds the security
interest.

The Debtors also own N606UA and N607UA, subject to Aircraft
Mortgages and a pledge of the Aircraft as additional collateral
connected with an aircraft financing with Kreditanstalt fur
Wiederaufbau.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, explains that
the Debtors are trying to lower their cost of aircraft financing,
while closely matching fleet capacity with demand.  As a result,
the Debtors are analyzing the several hundred aircraft financings
to assess their economic value.

The financing for these Aircraft are burdensome to the estates
and their removal is the most advantageous course of action.  The
Debtors tried to renegotiate the financing terms, but were unable
to reach agreeable provisions.  The rates exceed the current
market rate for comparable aircraft.  The payment obligations
outweigh the benefits received from possessing and using the
Aircraft.

The Debtors will bear storage costs until the Effective Date.  
The Debtors will also maintain insurance until the Controlling
Parties take legal possession of the Aircraft.  If the
Controlling Parties do not take possession of the Aircraft on the
Effective Date, the Debtors seek reimbursement for all related
costs incurred thereafter.

The Aircraft are parked at Timco Aviation Services, Inc., in
Goodyear, Arizona and Southern California Aviation, in
Victorville, California.  

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: Will Become Full Star Alliance Member on May 4, 2004
----------------------------------------------------------------
Star Alliance(R) announced that US Airways will become a full
member effective May 4, 2004, further enhancing US Airways'
and Star Alliance's global reach and expanding the breadth of
service available to customers.

"US Airways will significantly strengthen our network and
product offering especially into and out of the eastern U.S.
seaboard and the Caribbean via its hubs in Philadelphia,
Charlotte and Pittsburgh," said Jaan Albrecht, CEO of Star
Alliance.  "Additionally, experience has shown that US Airways
and other member carriers will see an increase in traffic and
revenue as more frequent fliers take advantage of the vast array
of benefits the Star Alliance network has to offer."

"Joining Star Alliance is an important and historic milestone for
US Airways and we could not be more excited about joining the
world's leading alliance," Bruce R. Lakefield, president & chief
executive officer of US Airways.  "Our customers will enjoy
unprecedented global access and frequent flier benefits, and our
company will benefit from the additional revenue and cost saving
opportunities that the alliance provides."

US Airways offers nearly 3,300 daily non-stop flights to 187
destinations in the U.S., Caribbean, Latin America, Europe,
Canada and Mexico.  Once it joins, the Star Alliance network will
comprise 14,000 flights per day to 755 destinations in 132
countries across the globe, in addition to 575 airport lounges
worldwide.

With US Airways as part of Star Alliance, its frequent fliers will
now be able to accrue and redeem miles on any of the 15 member
airlines and will be eligible to achieve Star Alliance Silver or
Star Alliance Gold status.  US Airways Dividend Miles Chairman's
Preferred and Gold Preferred members automatically become Star
Gold members, and Silver Preferred members will be recognized as
Star Silver members.

Star Alliance Silver status entitles customers to priority
reservation wait-list and priority standby at the airport.  Star
Alliance Gold status customers additionally enjoy access to each
of the member airline lounges, dedicated check-in, priority
baggage service, additional baggage allowances, and priority
boarding.

As a member of Star Alliance, US Airways also will have the
opportunity to participate in a wide range of cost saving
initiatives, such as fuel purchasing and media procurement, with
other member carriers.  Another important advantage to US Airways
passengers, said Albrecht, is that Star Alliance member airlines
provide coordinated schedules at conveniently located airports,
which can dramatically reduce connection times at key hubs across
the network.

Star Alliance was established in 1997 as the first truly global
airline alliance to offer customers global reach and a smooth
travel experience.  The members are Air Canada, Air New Zealand,
ANA, Asiana Airlines, Austrian, bmi, LOT Polish Airlines,
Lufthansa, Scandinavian Airlines, Singapore Airlines, Spanair,
Thai Airways International, United, and VARIG Brazilian Airlines.
(US Airways Bankruptcy News, Issue No. 53; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


USG CORPORATION: Reports Record First Quarter Net Sales & Revenues
------------------------------------------------------------------
USG Corporation (NYSE: USG), a leading building products company,
reported first quarter net sales of $1.02 billion, a record for
any quarter in USG's history, and net earnings of $57 million.
Diluted earnings per share for the first quarter of 2004 were
$1.33.

"USG's businesses produced strong results in the first quarter,"
reported USG Corporation Chairman, President and CEO William C.
Foote. "Shipments of many products reached record levels, revenues
and operating margins increased and pricing improved. We continued
to experience cost pressures, especially from higher energy, raw
material and employee benefit costs, although we were able to
offset some of those higher costs through increased operating
efficiencies.

"Based upon the recent strength in the new housing and the repair
and remodel markets, we believe that demand for gypsum wallboard
and related products will remain strong this year. However, the
exceptional strength we are now seeing in those markets may abate
as the year progresses, especially if the booming housing market
moderates," continued Foote. "Cost pressures are likely to remain
a challenge for the rest of the year and we will continue to
implement cost-reduction programs to manage them."

First quarter net sales increased by $158 million, or 18 percent,
to $1.02 billion, versus the $862 million of net sales in the
first quarter of 2003. First quarter net earnings were $57
million, or $1.33 per share, compared with $6 million, or $0.13
per share, in the same period a year ago. First quarter 2003 net
earnings included an after-tax charge of $16 million, or $0.37 per
share, related to the adoption of Statement of Financial
Accounting Standards No. 143, "Accounting for Asset Retirement
Obligations." First quarter 2003 earnings before the effects of
this charge were $22 million, or $0.50 per share.

                      Core Business Results

North American Gypsum

USG's North American Gypsum business recorded first quarter 2004
net sales of $639 million, an increase of 18 percent from the
first quarter of 2003. Operating profit more than doubled to $81
million.

United States Gypsum Company realized first quarter 2004 net sales
of $574 million and operating profit of $61 million. Net sales
increased by $78 million, or 16 percent, and operating profit more
than doubled compared with the first quarter of 2003. Improved
pricing and record shipments of the company's Sheetrock(R) brand
gypsum wallboard more than offset the unfavorable effects of
higher waste paper, natural gas and employee benefit costs
experienced during the quarter. These and other cost increases
were partially offset by improved operating efficiencies.

U.S. Gypsum's wallboard shipments in the first quarter totaled 2.7
billion square feet, 8 percent higher than shipments in the first
quarter of 2003. First quarter 2004 wallboard shipments were a
record for any quarter, and shipments in March were the highest
ever for a single month. During the first quarter, U.S. Gypsum
also continued to grow sales of its complementary products.
Shipments of Sheetrock brand joint compound were a record for any
quarter, and the company also achieved higher sales of Durock(R)
brand cement board and Fiberock(R) brand gypsum fiber panels
compared with the first quarter last year. U.S. Gypsum's
nationwide average realized price of wallboard was $110.33 per
thousand square feet during the first quarter, an increase of
$13.20, or 14 percent, compared with $97.13 per thousand square
feet in the first quarter last year. The first quarter 2004
average price was also up versus the $106.01 realized in the
fourth quarter of 2003.

The gypsum division of Canada-based CGC Inc. reported first
quarter 2004 net sales of $73 million and operating profit of $13
million. Net sales increased by $16 million, or 28 percent, while
operating profit more than doubled compared with the first quarter
of 2003. Results improved largely due to record shipment volumes
and higher selling prices for Sheetrock brand gypsum wallboard and
joint compound, as well as a stronger Canadian dollar.

Worldwide Ceilings

USG's Worldwide Ceilings business reported first quarter net sales
of $166 million, an increase of $19 million, or 13 percent,
compared with the first quarter of 2003. Operating profit in the
first quarter of 2004 was $15 million, an increase of $7 million,
or 88 percent, compared with the same period last year.

USG's domestic ceilings business, USG Interiors, reported an
operating profit of $12 million compared with $6 million in the
first quarter of 2003. USG Interiors achieved higher operating
profit largely due to increased product shipments and improved
selling prices for its ceiling grid and tile products. The higher
shipments and pricing were primarily attributable to increased
demand in the quarter and the positive impact of new sales and
distribution policies. Market concerns about a shortage of steel
used to make grid and related increases in steel costs contributed
to the higher demand for grid during the quarter. The company
expects demand for grid to moderate from the strong first quarter
levels and the cost of steel used to produce grid to rise
significantly as the year progresses.

USG International reported a profit of $1 million, the same level
as last year's first quarter. Operating profit for the ceilings
division of CGC Inc. increased to $2 million compared with $1
million achieved in the same period a year ago.

Building Products Distribution

L&W Supply, USG's building products distribution business,
reported first quarter 2004 net sales of $362 million, up 23
percent, from $295 million in the same period a year ago.
Operating profit for the company rose to $14 million from $8
million in the first quarter of 2003.

These increases reflect record first quarter shipments of both
gypsum wallboard and complementary building products, such as
drywall metal, ceiling products, joint compound and roofing. L&W
Supply's gypsum wallboard shipments were up 13 percent versus the
first quarter of 2003.

                Other Consolidated Information

First quarter 2004 selling and administrative expenses totaled $77
million, a decrease of $3 million, or 4 percent, year-over-year. A
lower accrual for expenses related to a Bankruptcy Court-approved
key employee retention plan, a fourth quarter 2003 salaried
workforce reduction program and other cost-reduction initiatives
all contributed to the reduction in expenses. These favorable
factors were offset in part by higher employee benefit costs.
Selling and administrative expenses as a percent of net sales were
7.5 percent, down from 9.3 percent in the comparable 2003 period.

Interest expense of $1 million was recorded in the first quarter
of 2004 and 2003. Under AICPA Statement of Position 90-7 ("SOP 90-
7"), "Financial Reporting by Entities in Reorganization Under the
Bankruptcy Code," virtually all of USG's outstanding debt is
classified as liabilities subject to compromise, and interest
expense on this debt has not been accrued or recorded since USG's
bankruptcy filing. Contractual interest expense not accrued or
recorded on pre-petition debt totaled $17 million in the first
quarter of 2004. From the date of USG's bankruptcy filing through
March 31, 2004, contractual interest expense not accrued or
recorded on pre-petition debt totaled $203 million.

USG incurred Chapter 11 reorganization expenses of $2 million in
the first quarter of 2004 and 2003. For both periods, this
consisted of $4 million in legal and financial advisory fees,
partially offset by bankruptcy-related interest income of $2
million. Under SOP 90-7, interest income on USG's bankruptcy-
related cash is offset against Chapter 11 reorganization expenses.

As of March 31, 2004, USG had $925 million of cash, cash
equivalents, restricted cash and marketable securities on a
consolidated basis, down from $947 million as of December 31,
2003. The change reflects first quarter payments of customer
rebates and employee incentive compensation, as well as seasonal
working capital needs. Capital expenditures in the first quarter
of 2004 were $20 million, compared with $17 million in the
corresponding 2003 period.

                  Chapter 11 Reorganization

USG and its principal domestic subsidiaries filed voluntary
petitions for reorganization under Chapter 11 of the United States
Bankruptcy Code on June 25, 2001. This action was taken to resolve
asbestos claims in a fair and equitable manner, protect the long-
term value of the businesses and maintain their market leadership
positions.

As reported in February 2004, Judge Alfred M. Wolin, the district
court judge who is presiding over the asbestos personal injury
issues in the USG bankruptcy, denied motions brought by USG and
the Official Committee of Unsecured Creditors to remove himself
from the case. USG and the Committee appealed Judge Wolin's
decision to the Third Circuit Court of Appeals. On April 19, 2004,
the Third Circuit Court heard oral arguments on the appeal and has
indicated that it would rule relatively soon on the matter.

On April 22, 2004, the U.S. Senate voted against proceeding with
floor consideration of the Fairness in Asbestos Injury Resolution
Act of 2004 (Senate Bill 2290, the "FAIR Bill"). Discussions
continue regarding possible revisions to the FAIR Bill that would
allow the bill to move forward, but it is unclear whether these
discussions will produce agreements on key issues. The FAIR Bill,
if enacted as currently drafted, would require USG to contribute
funds annually to a national trust to pay qualifying claims filed
by asbestos personal injury claimants.

USG Corporation is a Fortune 500 company with subsidiaries that
are market leaders in their key product groups: gypsum wallboard,
joint compound and related gypsum products; cement board; gypsum
fiber panels; ceiling panels and grid; and building products
distribution.


VARICK STRUCTURED: Fitch Junks Classes B & C Note Ratings
---------------------------------------------------------
Fitch Ratings has downgraded five classes of notes issued by
Varick Structured Asset Fund, Ltd., as issuer, and Varick CBO
Delaware Corp., as co-issuer (together co-issuers or Varick).
The following classes have been downgraded:

     --$41,614,814 class A-1 first priority senior secured
       floating rate notes due 2035 to 'BBB-' from 'AA+';

     --$249,688,882 class A-2 first priority senior secured
       floating rate notes due 2035 to 'BBB-' from 'AA+';

     --$25,000,000 class B-1 second priority senior secured
       floating rate notes due 2035 to 'CCC-' from 'BB';

     --$7,000,000 class B-2 second priority senior secured fixed       
       rate notes due 2035 to 'CCC-' from 'BB';

     --$8,000,000 class C senior subordinated secured floating
       rate notes due 2035 to 'C' from 'B'.

In conjunction with the downgrades, Fitch has placed the class
A-1, A-2, B-1 and B-2 notes on Rating Watch Negative.

The transaction, a collateralized bond obligation (CBO), is
supported by a diversified portfolio of asset-backed securities
(ABS), residential mortgage-backed securities (RMBS) and
commercial mortgage-backed securities (CMBS). Fitch has had
discussions with the Clinton Group, Inc. (Clinton), the collateral
manager, regarding the current state of the portfolio. Because of
failing coverage tests, Clinton is limited to sales of defaulted
and credit risk securities as defined in Varick's governing
documents. Fitch has reviewed the credit quality of the individual
assets comprising the portfolio and has conducted cash flow
modeling of various default timing and interest rate stress
scenarios. As a result, Fitch has determined that the original
ratings assigned to all rated classes of Varick no longer reflect
the current risk to noteholders.

The rating actions are a result of deterioration in the credit
quality of Varick's collateral pool and the negative impact of its
interest rate hedge. According to its March 31, 2004 trustee
report, 3.93% of the collateral pool was defaulted per Varick's
governing documents. As part of its analysis, Fitch identified an
additional 1.62% of the collateral pool whereby default is a real
possibility. Both the distressed and defaulted assets represent
exposures to the aircraft lease, subprime home equity and
manufactured housing sectors. These assets, coupled with other
assets that have migrated in credit quality, have contributed to a
decrease in Varick's overcollateralization (OC) levels. As of
March 31, 2004, all OC tests (A, B, C) were failing at 104.8%,
94.4% and 92.1%, respectively, versus triggers of 109.5%, 101.25%
and 101%.

Interest proceeds available to pay Varick's notes have undergone
stress largely attributable to an interest rate swap in place to
hedge the mismatch between fixed-rate collateral (currently $166.7
million, excluding defaults) and floating-rate liabilities
(currently $338.3 million when including the class D notes, 'NR',
and excluding class B and C deferred interest). Because Varick is
currently overhedged with the swap ($220 million notional; 7.24%
strike rate) and in a low interest rate environment, Varick
continues to be negatively impacted.

In addition, Varick's structure allows principal to be used to pay
unpaid and deferred interest on subordinate notes while senior
classes are still outstanding. This practice, using principal to
pay interest to subordinate notes, in some scenarios, may erode
senior note OC.


WESTAR FINANCIAL: Disclosure Statement Hearing Set for June 7
-------------------------------------------------------------
Westar Financial Services, Inc. (Pink Sheets:WSFIQ), Chapter 11
debtor in possession, filed a motion in the United States
Bankruptcy Court for the Western District of Washington for
approval of its Disclosure Statement in support of its Plan of
Liquidation.  A Hearing on the motion is scheduled as follows:

Location:       Tacoma, Washington
Date:           June 7, 2004, 9:30 a.m.
Response Date:  May 24, 2004
Address:        United States Bankruptcy Court,
                Courtroom I, 1717 Pacific Avenue,
                Tacoma, Washington

The Disclosure Statement may be viewed in the Office of the Clerk
of the Bankruptcy Court in Tacoma during business hours. Copies of
the Disclosure Statement, the Notice of the Hearing, and
subsequent notices can be viewed at

         http://www.stockvalues.com/clients/westar.htm

Parties may request a copy of the Disclosure Statement from
Bush Strout & Kornfeld at 601 Union St. Suite 5500, Seattle, WA
98101 or at 206-292-2110.

Any party opposing approval of the proposed Disclosure Statement
must make a written objection, file the objection with the Clerk
of the Bankruptcy Court, and provide a copy of it to Bush Strout &
Kornfeld no later than May 24, 2004.

If any objections are received, a meeting will be held on Tuesday,
May 25, 2004, at 10:00 a.m. at the offices of Bush Strout &
Kornfeld. The purpose of the meeting will be to attempt to resolve
objections to the Disclosure Statement prior to the hearing.
Parties filing written objections must attend this meeting, either
in person or through counsel.

Should the court approve the Disclosure Statement, copies of it
and the proposed Plan of Liquidation will be mailed to all
interested parties, including shareholders of record on or about
June 14, 2004. Shareholders will vote on the Plan of Liquidation.
If the Bankruptcy Court confirms the Plan of Liquidation, trading
of Westar's shares will be suspended. Shareholders of record on
the date of suspension will receive treatment pursuant to the
terms of the proposed Plan of Liquidation.


* Mintz Levin Among Top Bond & Underwriters' Counsel in Q1 2004
---------------------------------------------------------------
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. is among the
nation's top ten law firms serving as municipal bond counsel and
underwriters' counsel for the first quarter of 2004, according to
new rankings compiled by Thomson Financial.

Mintz Levin ranked seventh nationally among underwriters' counsel,
having represented underwriters on five transactions with a
principal amount in excess of $1.5 billion. The firm ranked ninth
nationally among bond counsel, having served as bond counsel on
ten issues with proceeds in excess of $2 billion. This is the
first time Mintz Levin has ranked in the top 10 on both lists at
the same time.

"Being ranked in the top 10 nationally for our work as both bond
counsel and underwriters' counsel reflects the depth of our talent
in this area and experience serving several markets," said Greg
Sandomirsky, head of the firm's Public Finance section. "It is
also a direct result of our growth in the New York market over the
past two years."

The firm conducts its bond practice through a core group of
approximately 20 professionals from its offices in Boston, New
York and Washington, which is supplemented as necessary by lawyers
in the firm's real estate, health care, bankruptcy and workout,
environmental, federal regulation, and litigation sections.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC is a
multidisciplinary law firm with over 450 attorneys and senior
professionals in Boston, Washington D.C., Reston, VA, New York,
New Haven, CT, Los Angeles and London. It is distinguished by its
reputation for responsive client service and expertise in the
areas of bankruptcy; business and finance; communications;
employment; environmental; federal; health care; immigration;
intellectual property; litigation; public finance; real estate;
tax; and trust and estates. Mintz Levin's international clientele
range from privately held start-ups to Fortune 100 companies in a
wide array of industries including biotechnology, venture capital,
telecommunications, health care and high technology. The firm was
one of the first to develop complementary consulting capabilities
to provide complete solutions to clients' problems, including
investment/wealth management, government and public affairs and
transactional insurance.  More information is available at
http://www.mintz.com/


* BOOK REVIEW: Transnational Mergers and Acquisitions
               in the United States
-----------------------------------------------------
Author:     Sarkis J. Khoury
Publisher:  Beard Books
Softcover:  292 pages
List Price: $34.95
Review by Gail Owens Hoelscher

Order your personal copy today at

http://www.amazon.com/exec/obidos/ASIN/1587981505/internetbankrupt

Transnational Mergers and Acquisitions in the United States will
appeal to a wide range of readers.  Dr. Khoury's analysis is
valuable for managers involved in transnational acquisitions,
whether they are acquiring companies or being acquired themselves.  
At the same time, he provides a comprehensive and large-scale look
at the industrial sector of the U.S. economy that proves very
useful for policy makers even today.  With its nearly 100 tables
of data and numerous examples, Khoury provides a wealth of
information for business historians and researchers as well.

Until the late 1960s, we Americans were confident (some might say
smug) in our belief that U.S. direct investment abroad would
continue to grow as it had in the 1950s and 1960s, and that we
would dominate the other large world economies in foreign
investment for some time to come.  And then came the 1970s, U.S.
investment abroad stood at $78 billion, in contrast to only $13
billion in foreign investment in the U.S.  In 1978, however, only
eight years later, foreign investment in the U.S. had skyrocketed
to nearly #41 billion, about half of it in acquisition of U.S.
firms.  Foreign acquisitions of U.S. companies grew from 20 in
1970 to 188 in 1978.  The tables had turned an Americans were
worried.  Acquisitions in the banking and insurance sectors were
increasing sharply, which in particular alarmed many analysts.

Thus, when it was first published in 1980, this book met a growing
need for analytical and empirical data on this rapidly increasing
flow of foreign investment money into the U.S., much of it in
acquisitions.  Khoury answers many of the questions arising from
the situation as it stood in 1980, many of which are applicable
today: What are the motives for transnational acquisitions? How do
foreign firms plans, evaluate, and negotiate mergers in the U.S.?
What are the effects of these acquisitions on competition, money
and capital markets;  relative technological position; balance of
payments and economic policy in the U.S.?

To begin to answer these questions, Khoury researched foreign
investment in the U.S. from 1790 to 1979.  His historical review
includes foreign firms' industry preferences, choice of location
in the U.S., and methods for penetrating the U.S. market.  He
notes the importance of foreign investment to growth in the U.S.,
particularly until the early 20th century, and that prior to the
1970s, foreign investment had grown steadily throughout U.S.
history, with lapses during and after the world wars.

Khoury found that rates of return to foreign companies were not
excessive.  He determined that the effect on the U.S. economy was
generally positive and concluded that restricting the inflow of
direct and indirect foreign investment would hinder U.S. economic
growth both in the short term and long term.  Further, he found no
compelling reason to restrict the activities of multinational
corporations in the U.S. from a policy perspective.  Khoury's
research broke new ground and provided input for economic policy
at just the right time.

Sarkis J. Khoury holds a Ph.D. in International Finance from
Wharton.  He teaches finance and international finance at the
University of California, Riverside, and serves as the Executive
Director of International Programs at the Anderson Graduate School
of Business.


                           *********

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***