TCR_Public/040503.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, May 3, 2004, Vol. 8, No. 86

                           Headlines

ADELPHIA COMM: Ten Litigants Want Stay Listed to Pursue Actions
AIR CANADA: GE Capital Extends Exit Financing Pact to Sept. 30
AQUILA NETWORKS: Alberta Energy Board Okays Asset Sale to Fortis
ARCAP 2004-1: Fitch Sets Class J & K Ratings at Low-B Levels
ARMSTRONG: Shareholder Deficit Tops $1.3B at March 31, 2004

ASIAN SECURITIZATION: S&P Withdraws BB Financial Strength Rating
AURORA FOODS: Houlihan Lokey Wants to Collect $3MM+ Unpaid Fee
BALLY TOTAL: Fitch Downgrades Low-B Ratings and Halts Coverage
BIOGAN INTERNATIONAL: Appoints BSI as Claims and Notice Agent
CENDANT MORTGAGE: Fitch Assigns Low-B Ratings to Class B-4 & B-5

COPAMEX: Fitch Removes BB- Ratings from CreditWatch Negative
COMPANIA MEGA: S&P Removes Junk Ratings from CreditWatch
COMMERCIAL CAPITAL: Fitch Affirms Low-B Ratings on Classes F & G
CONTINENTAL AIRLINES: Fitch Junks $323.5MM Revenue Bond Rating
COVANTA: CIT & WBH Press for $1,652,711 Admin. Expense Payment

CREST EXETER: Fitch Rates Classes E-1 & E-2 at BB
CWMBS INC: Fitch Assigns Low-B Ratings to 2 Series 2004-5 Classes
CWMBS INC: Fitch Rates Series 2004-9 Classes B-3 & B-4 at BB/B
DOMAN INDUSTRIES: CCAA Monitor Files April 2004 Report
DOMAN INDUSTRIES: Western Pulp Unit to Raise Kraft Pulp Price

ENRON CORP: Stay Modified Allowing Siemens to Pursue $1.8M Claim
EAPI ENTERTAINMENT: Requires More Financing to Continue Operations
EQI FINANCING: Fitch Affirms $10MM Class C Bond Rating at BB
FINOVA GROUP: Will Hold Annual Shareholders' Meeting on May 12
FLEMING COS: BFL Parties to Pay $625,000 in Dispute Settlement
FREESTAR TECHNOLOGY: May Cease Operations If Unable to Raise Funds

GENERAL MEDIA: Agrees to License Penthouse Trademark to VCG Clubs
GENESIS: Neighborcare Settles Missing Inventory Issue with the DEA
GLIMCHER REALTY: First Quarter 2004 Net Income Down to $760,000
GLOBAL CROSSING: Inks Stipulation Resolving Verizon Claim Dispute
GOLDEN PATRIOT: Working Capital Insufficient to Fund Business Plan

GUNDLE/SLT ENVIRONMENTAL: S&P Assigns B+ Corporate Credit Rating
HEALTHSOUTH: Offers Senior Noteholders 37.5% Higher Consent Fee
HERCULES INC: First Quarter 2004 Results Swing to Positive Zone
INTERNATIONAL STEEL: Reports Increased Sales & Net Income for Q1
KAISER ALUMINUM: Working with Lenders to Amend DIP Facility

KSAT SATELLITE: Intends to Delist Stock from TSX Venture Exchange
LIBERATE TECHNOLOGIES: Files Chapter 11 Petition in Delaware
LOEWEN GROUP: Agrees to Settle Eight of Ten IRS Tax Claims
MAGELLAN HEALTH: Reports Improved First Quarter Financial Results
MALAN REALTY: Raises $8.7 Million from Sale of Three Properties

MEDIABAY INC: New Senior Debt Facility Extends Debt Maturities
MIRANT: Canadian Debtors Ask Court to Approve Plan of Arrangement
NATIONAL ENERGY: TransCanada Wins Bid for Gas Transmission Unit
NORTEL: S&P Lowers Lease Pass-Through Trust 2001-1 Rating to B-
OMEGA HEALTHCARE: Will Present at Deutsche Bank's May 4 Conference

ONESOURCE TECHNOLOGIES: Posts $884,338 Deficit at Dec. 31, 2003
OPRYLAND HOTEL: Fitch Affirms BB Rating on Class E Series 2001
PARMALAT GROUP: BofA Reports $120 Million 1st Quarter Exposure
PENN OCTANE: Planned Asset Spin-Off May Hurt Equity Value
PIVOTAL SELF-SERVICE: Going Concern Ability is in Doubt

PRIMUS: Balance Sheet Insolvency Widens to $105M at March 31, 2004
ROANOKE TECH: May Need More Capital to Continue as a Going Concern
ROTECH HEALTHCARE: Posts Declining Q1 2004 Revenues of $134 Mil.
SIGNATURE EYEWEAR: Auditors Remove Going Concern Qualification
SOLUTIA INC: Wants Lease Decision Deadline Moved to August 16

STELCO INC: Releases Report on Restructuring's Economic Impact
STILLWATER MINING: Delivers Positive 2004 First Quarter Results
STORAGE ENGINE: Amper Politziner Resigns as Auditors
TECNET: Hires Kessler & Collins as Bankruptcy Counsel
TRANSWESTERN PIPELINE: S&P Rates $550 Million Bank Loan at BB

TRENCH ELECTRIC: S&P Places B/CCC+ Ratings on CreditWatch Positive
UGS PLM: S&P Assigns B+ Corporate Debt Rating with Stable Outlook
UNITED AIRLINES: First Quarter Operating Loss Narrows to $211 Mil.
UNITED AIRLINES: Trade Creditors Sell Claims Exceeding $36 Million
US ONCOLOGY: Low-B Rated Cancer-Care Provider Releases Q1 Results

VENTURE HOLDINGS: Debtor & Committee Sue Larry Winget for $300 Mil
WELLMAN INC: Reports Improved First Quarter 2004 Results
WELLS FARGO: Fitch Rates Classes B-4 & B-5 Certificates at BB/B
WHITING PETROLEUM: S&P Assigns B+ Rating to Corporate Debt
WINSTAR COMMS: Chapter 7 Trustee Awarded $763,161 Fee Compensation

WOMEN FIRST: Files for Chapter 11 Protection in Delaware
WORLDCOM/MCI: Files Audited Financial Statements for 2003
WORLDCOM/MCI: Updates 2004 Earnings Guidance & Shares Tumble
WORLD TRANSPORT: Strained Liquidity Triggers Going Concern Doubt
ZIFF DAVIS: Balance Sheet Insolvent by $888MM at March 31, 2004

* Gordon Brothers Acquires Insolvency Firm SHM Smith Hodgkinson
* BOND PRICING: For the week of May 3 - 7, 2004

                           *********

ADELPHIA COMM: Ten Litigants Want Stay Listed to Pursue Actions
---------------------------------------------------------------
Ten parties ask the Court to lift the automatic stay in the
Adelphia Communications Debtors' Chapter 11 cases:

   Party                             Reason
   -----                             ------
   Pacific Bell Telephone Company    To permit Pacific to get
                                     payment from insurance
                                     proceeds

   Rudolph J. Bersani, et al.        To permit the defendants
                                     of a New York District Court
                                     action to service ACOM a
                                     subpoena

   Tele-Guia Talking Yellow          To permit Tele-Guia to
   Pages, Inc.                       proceed with its patent
                                     infringement action in
                                     the U.S. District Court
                                     of Puerto Rico

   Carol Sabatini                    To permit Ms. Sabatini to
                                     commence and liquidate a
                                     prepetition personal injury
                                     tort action against ACOM

   Christopher Ardiente              To permit Mr. Ardiente to
                                     pursue his personal injury
                                     claims against ACOM

   West Coast Communications         To permit West Coast to
                                     enforce its mechanics' lien
                                     on certain real property in
                                     Riverside County, California
                                     against ACOM Debtor Century-
                                     TCI of California
                                     Communications, LP

   Joey L. Commisso, Jr. and         To permit the Commissos to
   Patti Commisso                    pursue their personal injury
                                     action in Lawrence County,
                                     Pennsylvania

   Robena Corbett                    To permit Ms. Corbett to
                                     commence a civil proceeding
                                     against ACOM Debtor Global
                                     Cablevision II, Inc., for
                                     personal injuries

   Susan White                       To permit Ms. White to
                                     pursue her personal injury
                                     action in Torrance,
                                     California against
                                     Century-TCI of California
                                     Communications, LP

   Personalized Media                To permit Personalized Media
   Communications, LLC               to serve subpoena duces
                                     tecum on ACOM and to obtain
                                     ACOM's compliance

              ACOM Debtors and Ms. Corbett Stipulate

Robena Corbett was injured at Adelphia Communications
Corporation's business premises.

At the time of the injury, ACOM was covered under an insurance
policy issued by American Home Assurance Company and an umbrella
policy issued by National Union Fire Insurance Company.

The automatic stay prohibited Ms. Corbett from pursuing her claim
against ACOM.

In a Court-approved Stipulation, the parties agreed that the
automatic stay will be partially modified to permit Ms. Corbett
to pursue her claim, provided that any recovery will be limited
to the proceeds available under available Insurance Policies.
(Adelphia Bankruptcy News, Issue No. 57; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AIR CANADA: GE Capital Extends Exit Financing Pact to Sept. 30
--------------------------------------------------------------
GE Capital Aviation Services (GECAS) announced an extension of the
terms of its Global Restructuring Agreement (GRA) with Air Canada
from April 30, 2004 to September 30, 2004, subject to the
successful completion of certain conditions.

The agreement extends GECAS' commitment to provide exit financing
and other financial support subject to five milestones:

   - Court approval of an agreement between Air Canada and
     Deutsche Bank by May 7, 2004

   - Satisfactory resolution of contingencies set forth in that
     agreement by May 15, 2004

   - Circulation of a Restructuring Plan to Air Canada's creditors
     by June 30, 2004

   - Creditor approval of the Restructuring Plan through a vote of
     the relevant parties by August 15, 2004

   - Emergence of Air Canada from Companies' Creditors Arrangement
     Act (CCAA) bankruptcy protection on or before September 30,
     2004

"Our priority continues to be the successful emergence of Air
Canada from CCAA bankruptcy protection and experience tells us
speed is absolutely critical to success," said Henry Hubschman,
president of GECAS. "In this very competitive and dynamic market,
speed and clarity of purpose are paramount. All stakeholders must
understand the need for Air Canada to emerge as quickly as
possible and for its vision to be clear to customers, employees,
owners and creditors. We are extending our agreement with Air
Canada subject to certain 'tollgates' designed to encourage swift
and steady progress.

"Air Canada has made good progress on a number of difficult issues
thus far and we remain committed to working with the airline's
senior management team and other stakeholders going forward,"
Hubschman said. "The most important thing for the airline at this
time is stability, and prolonging the process beyond the summer
months will only serve to weaken the airline. A quick exit gives
Air Canada the stability to focus its full energy on running an
airline in today's environment."

The GRA between Air Canada and GECAS was signed on September 11,
2003 and addresses leases and other obligations on approximately
100 aircraft; outlines the terms of US$585 million in financing
provided by GE upon exit from CCAA bankruptcy protection and
contemplates up to US$950 million in financing provided by GE for
regional jet aircraft.

GECAS is a unit of GE Commercial Finance, which offers businesses
around the globe an array of financial products and services, has
assets of more than US$220 billion and is headquartered in
Stamford, Connecticut, USA. General Electric (NYSE: GE) is a
diversified technology and services company dedicated to creating
products that make life better.

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.


AQUILA NETWORKS: Alberta Energy Board Okays Asset Sale to Fortis
----------------------------------------------------------------
Aquila Networks Canada received approval from the Alberta Energy
and Utilities Board (AEUB) for the sale of its Alberta operations
to Fortis, Inc. - a diversified, international electric utility
based in Newfoundland.

Approval by the AEUB is one of the final steps in the overall sale
process. The sale transaction also requires approval from the
British Columbia Utilities Commission (BCUC) and the Kansas
Corporation Commission (KCC), in addition to the completion of
other usual closing conditions. The KCC has indicated it will
review Aquila Inc.'s application once the Canadian regulators have
granted their approval.

"The approval by the AEUB is a critical step in the sale process,"
said Fauzia Lalani, CEO, Aquila Networks Canada. She added that
until all sale conditions have been met, Aquila, Inc. will remain
owner and operator of the Alberta and British Columbia operations.
Consequently, during this transition period, customers and other
stakeholders will continue to be served by the existing Aquila
operation in both British Columbia and Alberta.

Once all three regulatory approvals are granted, the sale can
proceed to close. It is expected the legal closing process may
require three to four weeks once the necessary regulatory
approvals are obtained.

Aquila Networks Canada is an investor-owned electricity utility
with more than 525,000 customers in British Columbia and Alberta.
Aquila, Inc. is Aquila Networks Canada's parent company, which
operates electricity and natural gas distribution networks in
seven states in the U.S. and in Canada.

As reported in the Troubled Company Reporter's April 13, 2004
edition, Standard & Poor's Rating Services lowered its corporate
credit rating on Aquila Inc. to 'B-' from 'B'. The outlook is
negative.

"The downgrade reflects continued uncertainty regarding Aquila's
ability to restructure its gas prepay contracts and the
expectation that credit measures will remain pressured despite
management's efforts to stem its deteriorating credit profile,"
said Standard & Poor's credit analyst Rajeev Sharma.

Standard & Poor's also said that the negative outlook reflects
that the ratings could be lowered if Aquila is unable to
significantly reduce debt leverage, stabilize credit measures, and
maintain sufficient liquidity for the rating level. Further rating
action will be predicated on Aquila's ability to restructure the
gas prepay contracts.


ARCAP 2004-1: Fitch Sets Class J & K Ratings at Low-B Levels
------------------------------------------------------------
Fitch Ratings assigns the following ratings to ARCap 2004-1
Resecuritization, Inc.:

     --$57,100,000 class A certificate due April 2024 'AAA';
     -- $30,600,000 class B certificates due April 2039 'AA';
     --$26,500,000 class C certificates due April 2039 'A';
     --$8,500,000 class D certificates due April 2039 'A-';
     --$30,700,000 class E certificates due April 2039 'BBB+';
     --$13,600,000 class F certificates due April 2039 'BBB';
     --$36,000,000 class G certificates due April 2039 'BBB';
     --$13,000,000 class H certificates due April 2039 'BBB-';
     --$31,500,000 class J certificates due April 2039 'BB';
     --$20,500,000 class K certificates due April 2039 'B'.

The ratings on the class A and B certificates address the
likelihood that investors will receive timely payment of interest
and ultimate payment of principal by the stated maturity date. The
ratings on the class C through K certificates address the ultimate
payment of scheduled and compensated interest and principal.
Periodic interest payments on the certificates will be paid
monthly beginning in May 2004.

The ratings are based on the capital structure of the transaction,
the quality of the collateral, the overcollateralization and
interest coverage tests provided for within the structure, and the
experience of ARCap REIT, Inc., as the collateral administrator.

ARCap 2004-1 is a bankruptcy-remote special-purpose corporation.
The proceeds of the notes will be used to purchase a diversified
portfolio of commercial mortgage-backed securities (CMBS). The
Fitch weighted average rating factor (WARF) is 21.45. There is an
overcollateralization (OC) test and an interest coverage (IC) test
after payment of interest to the class H notes. Cash trapped
through any OC or IC test failure will be used to pay down the
most senior notes outstanding.

ARCap REIT, Inc., is a privately held real estate investment trust
(REIT) which owns and manages CMBS with a face value in excess of
$1.9 billion, representing interest in greater than 35
transactions consisting of more than 5,500 commercial mortgage
loans.


ARMSTRONG: Shareholder Deficit Tops $1.3B at March 31, 2004
-----------------------------------------------------------
Armstrong Holdings, Inc. (OTC Bulletin Board: ACKHQ) reported
first quarter 2004 net sales of $845.0 million, a 9.0% increase
over first quarter net sales of $774.9 million in 2003. Excluding
the favorable effects of foreign exchange rates of $34.6 million,
consolidated net sales increased by 4.4%. The increase in sales
was primarily driven by strong demand for our products in the
North American residential and commercial markets. Also
contributing to the improvement in sales was the impact of price
increases initiated in 2003.

Operating income of $39.8 million was recorded for the first
quarter of 2004 compared to operating income of $11.3 million in
the first quarter of 2003. During 2003 and continuing in the first
quarter of 2004, Armstrong implemented several manufacturing and
organizational changes to improve our cost structure. The
improvements from these initiatives are reflected in lower
selling, general and administrative (SG&A) expense as well as
lower manufacturing overhead costs in the first quarter of 2004.
These cost improvements, together with the benefits of the
increased sales volume and selling prices, were partially offset
by higher raw material costs. The expense associated with the
cost-reduction initiatives was $3.0 million in the first quarter
of 2004 and $4.7 million in the first quarter of 2003.

At March 31, 2004, Armstrong's balance sheet shows a shareholders'
deficit of $1,314,800,000

         Segment Highlights for the First Quarter 2004

Resilient Flooring net sales of $304.1 million in the first
quarter of 2004 increased from net sales of $286.7 million in
2003. First quarter sales compared to 2003 were favorably impacted
by $11.1 million from the translation effect of the changes in
foreign exchange rates. Operating income of $15.5 million in the
quarter declined by $2.1 million from the operating income in 2003
of $17.6 million. The decline in operating income was primarily
due to lower sales volume in Western Europe, increased costs to
purchase PVC, wage and salary inflation and certain European
manufacturing inefficiencies.

Wood Flooring net sales of $197.4 million in the first quarter of
2004 increased 18.1% from $167.2 million in the prior year. This
increase was primarily due to improved pricing and increased
volume to the strong U.S. new home construction market. Operating
income of $10.3 million was recorded in the quarter compared to
operating income of $2.2 million in the same period last year. The
increase in operating income was primarily due to the sales volume
gains and lower manufacturing overhead costs resulting from the
cost- reduction initiatives. In the first quarter of 2004, higher
lumber costs offset substantially all of the benefits realized
from higher selling prices.

Textiles and Sports Flooring net sales of $62.3 million increased
in the first quarter compared to $62.0 million in the first
quarter of 2003. Excluding the translation effect of the changes
in foreign exchange rates of $10.5 million, net sales decreased
14.1% due to weak European markets. An operating loss of $1.9
million for the quarter decreased by $4.1 million from the
operating loss of $6.0 million recorded for the same period last
year, primarily due to reduced manufacturing overhead and SG&A
costs resulting from the 2003 cost-reduction initiatives. 2003
results include restructuring expense of $2.3 million while 2004
results had a net reversal of $0.1 million for restructuring
activities.

Building Products net sales of $230 million in the first quarter
of 2004 increased from $207.1 million in the prior year. Excluding
the translation effect of the changes in foreign exchange rates of
$12.9 million, sales increased by 4.5%, primarily due to strong
growth in the U.S. commercial markets and improved pricing in the
U.S. commercial and residential markets. Operating income for the
quarter increased to $27.2 million from operating income of $17.8
million in 2003. This increase resulted from improved sales
activity in the U.S., favorable production efficiencies and higher
equity in earnings. Partially offsetting these gains were charges
associated with cost- reduction initiatives in The Netherlands and
increased energy costs.

Cabinets net sales in 2004 of $51.2 million decreased from first
quarter 2003 sales of $51.9 million primarily due to reductions in
volume. Operating income of $0.6 million for the quarter compared
to an operating loss of $3.6 million in the prior year. The
improvement in operating income was predominantly due to selling
price increases and lower manufacturing overhead and SG&A costs,
partially offset by sales volume declines.

Armstrong Holdings, Inc. is the parent company of Armstrong World
Industries, Inc., a global leader in the design and manufacture of
flooring, ceilings and cabinets. Headquartered in Lancaster,
Pennsylvania, Armstrong World filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469).  Stephen
Karotkin, Esq., Weil, Gotshal & Manges LLP and Russell C.
Silberglied, Esq., at Richards, Layton & Finger, P.A., represent
the Debtors in in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$4,032,200,000 in total assets and $3,296,900,000 in liabilities.


ASIAN SECURITIZATION: S&P Withdraws BB Financial Strength Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB' financial
strength and counterparty credit ratings on Asian Securitization &
Infrastructure Assurance (PTE) Ltd (ASIA Ltd) at management's
request. ASIA Ltd has transferred its entire insured portfolio to
MBIA Insurance Corp., and ASIA Ltd will shortly be placed in
voluntary liquidation by its shareholders.

ASIA Ltd's insured portfolio totaled $356.1 million as of March 5,
2004, of which $331.7 million represented exposure ceded to ASIA
Ltd by Capital Markets Assurance Corp. (CapMAC, acquired by MBIA
in 1998) under a reinsurance agreement in 1996. The assumption of
this book of business will not affect MBIA's capital adequacy, as
MBIA did not receive any credit for these cessions in Standard &
Poor's capital adequacy test. Currently, all transactions in the
CapMAC book of business are rated investment grade.

The remaining $24.4 million of exposure assumed by MBIA represents
three transactions written on a direct basis by ASIA Ltd. All are
of non-investment grade credit quality. The agreements relating to
these three transactions have been amended, assigning the rights
and obligation to MBIA.

On Jan. 15, 1998, the financial strength rating of ASIA Ltd was
lowered to 'BB' after the failure of the owners group to effect a
fast and sizable capital infusion. The additional capital would
have offset a significant reduction in the credit quality of the
insured book of business in the wake of severe economic stress
throughout many of the developing countries in Asia. As a result
of the downgrade, the company ceased writing new and renewal
business.


AURORA FOODS: Houlihan Lokey Wants to Collect $3MM+ Unpaid Fee
--------------------------------------------------------------
Houlihan Lokey Howard & Zukin Capital asks Judge Walrath to:

   (a) approve $3,364,791 in fees and $2,986 in reimbursable
       actual and necessary expenses for services rendered from
       December 8, 2003 through March 19, 2004; and

   (b) direct the Aurora Foods, Inc. Debtors to pay them
       $3,102,986, representing 100% of the accrued but unpaid
       fees and 100% of the incurred but unreimbursed expenses
       during the Final Period, after application of the Retainer
       to the fees and expenses.

Houlihan Lokey is the financial advisor to the Official Committee
of Unsecured Creditors.

Pursuant to the terms of the Engagement Letter, Houlihan Lokey
received payment in respect of its $150,000 December 2003 Monthly
Fee prior to the Petition Date.  Of that amount, $116,129 may be
allocable on a ratable basis to postpetition services rendered by
Houlihan Lokey.

Accordingly, Houlihan Lokey seeks allowance of, but not payment
of, the December 2003 Monthly Fee, to the extent that the amount
is deemed to have accrued postpetition.  Of the requested
compensation, $72,581 in fees and $274 in actual and necessary
expenses accrued during the Gap Period.

Houlihan Lokey's Managing Director David R. Hilty relates that
four professionals have performed substantial services to the
Committee:

   Professsional       Title
   -------------       -----
   David R. Hilty      Managing Director
   Tanja I. Aalto      Senior Vice President
   Agnes K. Tang       Associate
   Emelie L. Fisher    Associate

During the Final Period, Houlihan Lokey's work on behalf of the
Committee involved four general project categories:

A. Strategic Discussions, Planning and Review

   These involve major activities like:

      (1) Advising the Committee with respect to the Plan and
          Disclosure Statement and subsequent modifications;

      (2) Advising the Committee with respect to the Merger
          Agreement, the related Voting Trust Agreement, and
          subsequent modifications;

      (3) Advising the Committee and other Senior Subordinated
          Noteholders with respect to calculating the Senior
          Subordinated Noteholders' trust units in regards to the
          merger of the Debtors and Pinnacle Foods;

      (4) Advising the Committee on the Debtors' ongoing
          financial condition; and

      (5) Conducting conferences and meetings among Houlihan
          Lokey professionals and Debevoise & Plimpton
          professionals to facilitate strategy sessions and
          recommendations to the Committee, including general
          tactics related to the case and pending legal
          deadlines.

B. Analyzing and Reviewing the Debtors' Financial Statements and
   Operational Performance

   During the Final Period, Houlihan Lokey evaluated the Debtors'
   13-week cash flow forecasts weekly in order to analyze trends
   in cash receipts and cash disbursements.  Houlihan Lokey also
   participated in frequent calls with the Debtors to evaluate
   current financial and operational performance, and
   subsequently reported to the Committee on major trends and
   business developments, including the Debtors' plan to increase
   spending by $5 million, the extension of the management
   retention agreement, and the net debt adjustment.

C. Correspondence, Meetings, and Discussions with Parties-in-
   Interest

   Houlihan Lokey engaged in extensive correspondence and
   preparation for meetings with the Committee, the Debtors, the
   Debtors' advisors and various parties-in-interest in these
   Chapter 11 cases.  Houlihan Lokey expended significant time
   and effort meeting the due diligence requirements of the
   Committee.  In addition, Houlihan Lokey conducted numerous
   meetings via conference call with parties-in-interest to
   provide situational updates.

D. Case Administration

   This category includes retention matters, addressing questions
   of individual members of the Committee, Chapter 11 procedures,
   communications and administrative functions.

The total fees are:

   Billing Period      Monthly Fees     Fees Paid    Fees Owed
   --------------      ------------     ---------    ---------
   12/8-31/2003           $116,129       $116,129           $0
   01/1-31/2004            150,000              0      150,000
   02/1-29/2004            150,000              0      150,000
   03/1-19/2004             91,935              0       91,935
                       ------------     ---------    ---------
   Total Monthly Fees      508,064        116,129      391,935
   Less: Retainer                0        148,662     (148,662)
                       ------------     ---------    ---------
   Net Monthly Fees        508,064        264,791      243,273
   Transaction Fee       2,856,726              0    2,856,726
   Sub Total             3,364,791        264,791    3,100,000
   Out-of-pocket exp.        2,986              0        2,986
                       ------------     ---------    ---------
                        $3,367,777       $264,791   $3,102,986
                       ============     =========    =========

The out-of-pocket expenses total $2,986:

   Billing Period     Expense Incurred
   --------------     ----------------
    12/8-31/2003              $711
    01/1-31/2004             1,563
    02/1-29/2004               556
    03/1-19/2004               156
                      ----------------
    TOTAL                   $2,986
                      ================

According to Mr. Hilty, it is Houlihan Lokey's policy to pass
along to its clients its expenses incurred on behalf of the
clients, without mark-up or interest charges.  The expenses
include airfare, taxi or other airport transportation, hotel
charges, travel and working meals, computer research, messenger
charges, overnight delivery, internal and external photocopying
expense, postage, telecopy expenses, long distance telephone
charges, and other travel-related expenses.

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)


BALLY TOTAL: Fitch Downgrades Low-B Ratings and Halts Coverage
--------------------------------------------------------------
Fitch has lowered the ratings of Bally Total Fitness Holding Corp.
as follows:

          --Secured bank credit facility to 'B+' from 'BB-';
          --Senior notes to 'B-' from 'B';
          --Senior subordinated notes to 'CCC' from 'B-'.

The downgrade reflects Bally's ongoing weak operating performance
and recent write-down of its receivables. Further, on March 30
Bally announced that its auditors resigned and the company just
disclosed that the Securities and Exchange Commission (SEC) is
investigating Bally's recent change in accounting for its
memberships. Simultaneously, Fitch is withdrawing all ratings and
will no longer provide analytical coverage of this issuer.


BIOGAN INTERNATIONAL: Appoints BSI as Claims and Notice Agent
-------------------------------------------------------------
Biogan International, Inc., sought and obtained approval from the
U.S. Bankruptcy Court for the District of Delaware to employ
Bankruptcy Services LLC as the official noticing and claims agent
in its on-going chapter 11 restructuring.

BSI is expected to:

   a) relieve the Clerk's Office of all noticing under any
      applicable rule of bankruptcy procedure;

   b) file with the Clerk's Office a certificate of service,
      within 5 days after each service, which includes a copy of
      the notice, a list of persons to whom it was mailed (in
      alphabetical order), and the date mailed;

   c) maintain an up-to-date mailing list for all entities that
      have requested service of pleadings in this case, which
      list shall be available upon request of the Clerk's
      Office;

   d) comply with applicable state, municipal and local laws and
      rules, orders, regulations and requirements of Federal
      Government Departments and Bureaus;

   e) relieve the Clerk's Office of all noticing under any
      applicable rule of bankruptcy procedure relating to the
      institution of a claims bar date and processing of claims;

   f) at any time, upon request, satisfy the Court that the
      Claims Agent has the capability to efficiently and
      effectively notice, docket and maintain proofs of claim;

   g) furnish a notice of the bar date approved by the Court for
      the filing of a proof of claim (including the coordination
      of publication, if necessary) and a form for filing a
      proof of claim to each creditor notified of the filing;

   h) maintain all filed proofs of claim;

   i) maintain an official claims register by docketing all
      proof's of claim on a register containing certain
      information, including, but not limited to:

        (i) the name and address of claimant and agent, if agent
            filed proof of claim;

       (ii) the date received;

      (iii) the claim number assigned;

       (iv) the amount and classification asserted;

        (v) the comparative, scheduled amount of the creditor's
            claim (if applicable); and

       (vi) pertinent comments concerning disposition of claims;

   j) maintain the original proofs of claim in correct claim
      number order, in an environmentally secure area, and
      protecting the integrity of these original documents from
      theft and/or alteration;

   k) transmit to the Clerk's Office an official copy of the
      claims register on a monthly basis, unless requested in
      writing by the Clerk's Office on a more/less frequent
      basis;

   l) maintain an up-to-date mailing list for all entities that
      have filed a proof of claim, which list shall be available
      upon request of a party in interest or the Clerk's Office;

   m) be open to the public for examination of the original
      proofs of claim without charge during regular business
      hours;

   n) record all transfers of claims pursuant to Bankruptcy
      Rule 3001(e) and provide notice of the transfer as
      required by Bankruptcy Rule 3001(e);

   o) record court orders concerning claims resolution;

   p) assist with voting and balloting, including the printing
      and mailing of ballots;

   q) make all original documents available to the Clerk's
      Office on an expedited, immediate basis; and

   r) promptly comply with such further conditions and
      requirements as the Clerk's Office may hereafter
      prescribe.

BSI's professional hourly fees are:

         Professional           Billing Rate
         ------------           ------------
         Kathy Gerber           $210 per hour
         Senior Consultants     $185 per hour
         Programmer             $130 to $160 per hour
         Associate              $135 per hour
         Data Entry/Clerical    $40 to $60 per hour
         Schedule Preparation   $225 per hour

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.


CENDANT MORTGAGE: Fitch Assigns Low-B Ratings to Class B-4 & B-5
----------------------------------------------------------------
Cendant Mortgage Capital LLC's (CDMC) mortgage pass-through
certificates, series 2004-2, are rated by Fitch Ratings as
follows:

     --$96.8 million classes A-1 - A-6, R-I and R-II 'AAA';
     --$4.4 million class B-1 'AA';
     --$721,008 class B-2 'A';
     --$412,004 class B-3 'BBB';
     --$206,002 privately class B-4 'BB';
     --$206,002 privately offered class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 6%
subordination provided by the 4.30% class B-1, 0.70% class B-2,
0.40% class B-3, 0.20% privately offered class B-4, 0.20%
privately offered class B-5 and 0.20% privately offered class B-6
(not rated by Fitch). Fitch believes the above credit enhancement
will be adequate to support mortgagor defaults as well as
bankruptcy, fraud and special hazard losses in limited amounts.

In addition, the ratings also reflect the quality of the
underlying mortgage collateral, strength of the legal and
financial structures and the servicing capabilities of Cendant
Mortgage Corporation (rated 'RPS1' by Fitch). The certificates
represent ownership in a trust fund, which consists primarily of
202 one- to four-family conventional, primarily 30-year fixed-rate
mortgage loans secured by first liens on residential mortgage
properties. As of the cut-off date (April 1, 2004), the mortgage
pool has an aggregate principal balance of approximately
$103,001,118, a weighted average original loan-to-value ratio
(OLTV) of 70.86%, a weighted average coupon (WAC) of 5.793%, a
weighted average remaining term (WAM) of 358 months and an average
balance of $509,907. The loans are primarily located in California
(28.33%), New Jersey (12.32%) and New York (11.47%).

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

All of the mortgage loans were either originated or acquired in
accordance with the underwriting guidelines established by Cendant
Mortgage Corporation. Any mortgage loan with an OLTV in excess of
80% is required to have a primary mortgage insurance policy.
Approximately 2.18% of the mortgage loans are pledged asset loans.
These loans, also referred to as 'Additional Collateral Loans',
are secured by a security interest, normally in securities owned
by the borrower, which generally does not exceed 30% of the loan
amount. Ambac Assurance Corporation provides a limited purpose
surety bond, which guarantees that the Trust receives certain
shortfalls and proceeds realized from the liquidation of the
additional collateral, up to 30% of the original principal amount
of that Additional Collateral Loan.

Citibank N.A. will serve as Trustee. For federal income tax
purposes, an election will be made to treat the trust fund as a
real estate mortgage investment conduit (REMIC).


COPAMEX: Fitch Removes BB- Ratings from CreditWatch Negative
------------------------------------------------------------
Fitch Ratings has removed Copamex, S.A. de C.V.'s senior unsecured
foreign and local currency ratings as well as the rating on the
senior notes 11.375% due April 30, 2004 from Rating Watch
Negative. Fitch has affirmed these ratings at 'BB-'.

Fitch has also affirmed Copamex's national scale rating at 'A-'
(mex), and the short term rating at 'F2' (mex) and has assigned
'A' (mex) to the local 'certificados' issuances of Copamex 01,
Copamex 02 and Copamex 02-2, which incorporates a 15% partial
guarantee of the principal by the FMO. The Rating Outlook for all
of the above is Stable.

The rating action is the result of the successful completion of
Copamex's financial plan to reduce debt and refinance the senior
notes. The plan included a credit facility totaling US$175 million
from the International Finance Corporation (IFC) consisting of a
US$50 million 'A' loan directly from the IFC, a US$100 million 'B'
loan syndicated among a group of banks and a US$25 million quasi-
equity 'C' loan structure directly from the IFC. The plan also
included the sale for US$100 million of a 49.99% stake in
Copamex's consumer products division to SCA Hygiene Products AB
(SCA), a Swedish company and Copamex's partner in feminine hygiene
products. Proceeds from these transactions have all been collected
into an escrow account, and payment on the US$146 million
outstanding on the senior notes is expected tomorrow as scheduled.
The refinancing plan also included the replacement of certain
warranties issued by Copamex's subsidiaries with a partial
guaranty from the IFC on 15% of the principal outstanding on
Copamex's local notes (certificados).

Total proceeds from these transactions of US$275 million will be
used as follows: US$146 million for the repayment of the senior
notes and most of the remaining for the reduction of debt. Copamex
expects to bring total debt down from US$459 million at Dec. 31,
2003 to approximately US$320 million by the end of May. On a pro
forma basis with 2003 results, Fitch estimates an improvement in
the EBITDA to total debt ratio to 3.5 times (x) from 5x in 2003
and in the interest coverage ratio to 2.8x from 1.7x in 2003.

Copamex is one of Mexico's largest producers of paper-based
consumer and industrial products, with revenues of US$763 million
in 2003. The company participates in three major paper-product
segments: packaging (kraft paper, corrugated boxes and specialty
paper), printing and writing paper (bond and copy paper) and
consumer products (tissue, feminine hygiene and diapers).


COMPANIA MEGA: S&P Removes Junk Ratings from CreditWatch
--------------------------------------------------------
Standard & Poor's Ratings Services said that the 'CCC+' ratings on
Argentina-based gas separation project Compa¤Ħa Mega S.A.'s (Mega)
$120.9 million secured floating-rate notes series D, $102.0
million secured floating-rate notes series E, and $169.7 million
secured fixed-rate notes series G were removed from CreditWatch
with positive implications where they were placed on Jan. 20,
2004, given expectations of better credit quality after the
announcement of the extension of the guarantees on the company's
financial obligations until Dec. 31, 2005. The ratings are
affirmed. The outlook is stable.

As expected by Standard & Poor's, parent support has significantly
increased after the extension of the guarantees on Mega's notes
provided by the sponsor's parents in January 2004. In addition,
ethane sales and natural gas purchase contracts were successfully
renegotiated and the company continued to show strong operating
and financial performance.

"However, the ratings will not be upgraded at this point, as
anticipated in January 2004, given the current natural gas crisis
in Argentina that poses uncertainties regarding the natural gas
availability for the company and the increasing uncertainties for
the sector," said credit analyst Pablo Lutereau. "In Standard &
Poor's opinion the company's strong operating and financial
performance and higher degree of parent support would be enough to
mitigate the uncertainties caused by the natural gas crisis and
the potential government intervention," he added.

The ratings on Mega reflect the risks associated with operating in
the country's unsettled economic and social environment,
particularly the potential risks of higher governmental
intervention in light of the current natural gas crisis in
Argentina. The ratings also reflect the company's exposure to
market price volatility.  However, those risks are partially
offset by the fact that more than 60% of Mega's revenues are
expected to come from exports and, therefore, remain U.S.
dollar-denominated.

Mega is an operating project involving a natural gas separation
plant, a pipeline, and a gas fractionation facility devoted to the
separation of natural gas into ethane, butane, natural gasoline,
and liquefied petroleum gas (LPG). YPF  S.A. (foreign currency:
BB/Stable/--) (38%), Petrobras Energia S.A. (B-/Stable/--) (34%),
and Dow Quimica Argentina (28%) own Mega. Mega commenced its
operations in 2001.


COMMERCIAL CAPITAL: Fitch Affirms Low-B Ratings on Classes F & G
----------------------------------------------------------------
Commercial Capital Access One, Inc.'s commercial mortgage bonds,
series 3, are affirmed by Fitch Ratings as follows:

          --$39.5 million class A1 'AAA';
          --$200.6 million class A2 'AAA';
          --$100,000 class X 'AAA';
          --$43.4 million class B 'AA';
          --$43.4 million class C 'A';
          --$19.5 million class D 'BBB';
          --$6.5 million class E 'BBB-';
          --$10.8 million class F 'BB';
          --$17.3 million class G 'B'.

Fitch does not rate class H.

The affirmations are attributed to the stable pool performance.
Although the pool has paid down 10.21% since issuance, to $389.4
million from $433.7 million, and only one loan is in special
servicing, performance of the portfolio is difficult to monitor.
Bank of New York, as master servicer, does not prepare a watchlist
for the portfolio and the transaction has historically not
reported operating statements for a significant number of loans.
Only 76 % of loans reported year end 2002 operating data.

The transaction consists of 107 mortgage loans secured by
commercial and multifamily properties. As of April 2004
distribution date, the pool's aggregate certificate balance has
decreased by 10.21% since issuance.

34% of the loans in the pool are subject to a limited guaranty
provided by Sun America. The guaranty provides a first loss piece
to these loans. The pool continues to benefit from fully
amortizing loans.

Currently, there is one loan (2.11%) in special servicing. The
loan is secured by a 230-room limited-service hotel located in
Richmond, VA. This loan transferred to special servicer due to
monetary default. Recent appraisals indicate a potential loss
which is expected to be fully absorbed by the unrated class H.


CONTINENTAL AIRLINES: Fitch Junks $323.5MM Revenue Bond Rating
--------------------------------------------------------------
Fitch Ratings downgrades the rating on $323.5 million City of
Houston, Texas, airport system special facilities revenue bonds
(Continental Airlines, Inc. Terminal E Project) series 2001 to
'CCC+' from 'B-'. A Fitch 'CCC' category rating indicates that the
potential for default is a real possibility. Special facilities
rent, paid by Continental Airlines Inc. (CAL) secures the bonds
and this transaction includes no access to liquidity or structural
enhancements to avoid default if CAL fails to provide timely debt
service payments.

On Oct. 30, 2002, Fitch lowered the debt rating on CAL's senior
unsecured debt obligations to 'CCC+' from 'B-', yet maintained the
'B-' rating on the special facilities bonds because of various
terminal demand related issues. Due to the subsequent events in
the aviation industry including: continuing airline bankruptcies,
litigation, and the continued weak demand for air travel, the one-
notch distinction is no longer warranted. Furthermore, as
uncertainly remains prevalent in the aviation industry, Fitch
continues to enhance its rating methodology on special facilities
debt offerings.

The series 2001 special facilities bonds were issued to finance
construction and development of the Terminal E project, which CAL
intends to use as its primary international terminal at HAS's
George Bush Intercontinental Airport (IAH) and as a gateway to
Latin American. Phase-one of the project is complete and twenty-
three gates are operational. Current terminal E utilization is in
line with the projections and greater than overall airport and
industry averages. Renovation in terminal C has caused some shift
in traffic to terminal E, but CAL is incentivized to maximize the
terminal E utilization, because they retain all concession profits
and are entirely responsible for debt service. Both the City of
Houston and CAL have certified substantial completion of phase-
one. Therefore, CAL's unsecured guarantee for phase-one is
effective.

Key credit factors include the lack of available landside space at
IAH, solid local passenger demand, the airport's geographical
location serving to facilitate strong connecting and international
traffic to Mexico. Also, CAL's IAH route structure is quite
profitable and lacks significant competition. Lastly, the lease
with the city provides airport management with the ability to re-
let Terminal E post-default and direct all revenues obtained to
the bondholders.

Credit concerns include the viability of the lessee, CAL, whose
senior unsecured debt is rated 'CCC+' deeply non-investment grade.
CAL's rating reflects the ongoing concerns regarding the company's
ability to deliver substantial improvements in its credit profile
in the face of a heavy debt and lease burden, significant cash
obligations related to upcoming debt maturities, and a relatively
constrained liquidity position. With the series 2001 bonds, the
potential for timing issues exists, as principal and interest
payments are due to the trustee the day distributions are made to
bondholders and the transaction does not include a debt service
revenue account.


COVANTA: CIT & WBH Press for $1,652,711 Admin. Expense Payment
--------------------------------------------------------------
CIT Group/Equipment Financing, Inc., through its ownership of its
subsidiary, WBH Generating Company, LLC, is the sole beneficiary
of a trust administered by The Bank of Oklahoma, Tulsa, N.A., as
the successor owner trustee to Meridian Trust Company.

Irena Goldstein, Esq., at Dewey Ballantine, in New York, relates
that pursuant to certain agreements, Debtor Covanta Tulsa, Inc.,
sold to and leased back from The Bank of Oklahoma the Walter B.
Hall Resource Recovery Facility and certain equipment and
properties located in Tulsa, Oklahoma.  Debtor Covanta Energy
Corporation guaranteed Covanta Tulsa's obligations to The Bank of
Oklahoma and CIT.

On September 29, 2003, Covanta Tulsa asked the Court to reject
the Facility lease effective on the date it turns over the
Facility to CIT or its designee.  On October 15, the Court
approved the lease rejection and Covanta Tulsa turned over the
Facility to WBH, as CIT's designee.  At the Debtors' request, the
Court further approved the assumption and assignment to WBH of
certain agreements with third parties relating to the Facility's
operations.

In connection with the Debtors' assumption and assignment
request, CIT, WBH and the Debtors agreed that CIT and WBH would:

   -- not file an administrative claim against the Debtors for
      certain amounts owing to CIT and WBH under the project
      documents; and

   -- pay to Covanta $125,000 in connection with the Debtors'
      assumption and assignment to WBH of the Steam Purchase
      Agreement between Covanta Tulsa and Sun Refining &
      Marketing Co., dated March 8, 1982.

The parties later agreed that the Assumption Amount would be off
set against the total administrative claim of CIT or WBH against
the Debtors.

Ms. Goldstein tells the Court that the Debtors owe CIT and WBH
for the postpetition period:

      Unpaid Rent                        $1,003,142
      Taxes                                 167,981
      Facility Repair                       606,588
      Assumption Amount                    (125,000)
                                          ---------
      Total Amount Owed to CIT/WBH       $1,652,711
                                          =========

Pursuant to Section 503 of the Bankruptcy Code, CIT and WBH ask
the Court to compel the Debtors to immediately pay the $1,652,711
as administrative expenses.

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)


CREST EXETER: Fitch Rates Classes E-1 & E-2 at BB
-------------------------------------------------
Fitch Ratings assigns the following ratings to CREST Exeter Street
Solar 2004-1, Ltd. and CREST Exeter Street Solar 2004-1, Corp:

          --$213,000,000 class A-1 senior secured floating-rate
            term notes due 2019 'AAA';

          --$53,000,000 class A-2 senior secured fixed-rate term
            notes due 2019 'AAA';

          --$10,000,000 class B-1 second priority floating-rate
            term notes due 2039 'AA+';

          --$11,000,000 class B-2 second priority fixed-rate term
            notes due 2039 'AA+';

          --$2,000,000 class C-1 third priority floating-rate term
            notes due 2039 'A+';

          --$16,425,000 class C-2 third priority fixed-rate term
            notes due 2039 'A+';

          --$6,000,000 class D-1 fourth priority floating-rate
            term notes due 2039 'BBB+';

          --$13,575,000 class D-2 fourth priority fixed-rate term
            notes due 2039 'BBB+';

          --$4,500,000 class E-1 fifth priority floating-rate term
            notes due 2039 'BB';

          --$6,500,000 class E-2 fifth priority fixed-rate term
            notes due 2039 'BB'.

The ratings of the class A-1, A-2, B-1 and B-2 notes address the
likelihood that investors will receive timely payments of interest
and the ultimate repayment of principal. The ratings of the class
C-1, C-2, D-1, D-2, E-1 and E-2 notes address the likelihood that
investors will receive ultimate payment of scheduled and
compensating interest and the ultimate repayment of principal.
Quarterly payments on the notes will begin on June 28, 2004.

The ratings are based on the capital structure of the transaction,
the quality of the collateral, the overcollateralization and
interest coverage provided for within the indenture, as well as
the strength and experience of MFS Investment Management (MFS) as
the collateral manager.

The net proceeds from the issuance of the notes will be used to
purchase a static, high-grade portfolio consisting of
approximately 79% in commercial mortgage-backed securities (CMBS),
19% in real-estate investment trusts (REIT), and 2% in real-estate
collateralized debt obligations (CDOs). The collateral supporting
the structure will have a maximum Fitch weighted average rating
factor (WARF) of 10.00 ('BB+/BB') and is fully ramped up at
closing.

CREST Exeter Street Solar 2004-1, Ltd. is a special purpose
company, incorporated under the laws of the Cayman Islands. CREST
Exeter Street Solar 2004-1, Corp. is a limited purpose company,
incorporated under the laws of the State of Delaware.


CWMBS INC: Fitch Assigns Low-B Ratings to 2 Series 2004-5 Classes
-----------------------------------------------------------------
CWMBS, Inc.'s CHL Mortgage Pass-Through Trust 2004-5 mortgage
pass-through certificates are rated by Fitch Ratings as follows:

          --$727,873,906 classes 1-A-1 through 1-A-7, 2-A-1
            through 2-A-26, PO and A-R senior certificates 'AAA';

          --$10,876,000 class M 'AA';

          --$4,500,000 class B-1 'A';

          --$2,625,000 class B-2 'BBB';

          --$1,500,000 privately offered class B-3 'BB';

          --$1,125,000 privately offered class B-4 'B'.

The 'AAA' rating on the senior certificates reflects the 2.95%
subordination provided by the 1.45% class M, 0.60% class B-1,
0.35% class B-2, 0.20% privately offered class B-3, 0.15%
privately offered class B-4 and 0.20% privately offered class B-5
(not rated by Fitch). Classes M, B-1, B-2, B-3, and B-4 are rated
'AA', 'A', 'BBB', 'BB' and 'B' based on their respective
subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud, and
special hazard losses in limited amounts. In addition, the ratings
also reflect the quality of the underlying mortgage collateral,
strength of the legal and financial structures and the master
servicing capabilities of Countrywide Home Loans Servicing LP
(Countrywide Servicing), rated 'RMS2+' by Fitch and a direct
wholly owned subsidiary of Countrywide Home Loans, Inc. (CHL).

The Group 1 senior certificates are collateralized by a pool of
conventional, fully amortizing, 25- to 30-year fixed-rate mortgage
loans secured by first liens on one- to four-family residential
properties. As of the cut-off date (April 1, 2004), the mortgage
pool demonstrates an approximate weighted-average original loan-
to-value (OLTV) ratio of 71.64%. Approximately 58.7% of the loans
were originated under a reduced documentation (non-full/alternate)
program. The weighted-average FICO credit score is approximately
737. Cash-out and rate/term refinance loans represent 14.01% and
40.95% of the mortgage pool, respectively. Second homes account
for 4.46% of the pool. The average loan balance is $495,252. The
three states that represent the largest portion of mortgage loans
are California (55.65%), New Jersey (5.23%) and Maryland (3.20%).

The Group 2 senior certificates are collateralized by a pool of
conventional, fully amortizing, 25- to 30-year fixed-rate mortgage
loans secured by first liens on one- to four-family residential
properties. As of the cut-off date, the mortgage pool demonstrates
an approximate weighted-average OLTV of 71.31%. Approximately
50.7% of the loans were originated under a reduced documentation
(non-full/alternate) program. The weighted-average FICO credit
score is approximately 737. Cash-out and rate/term refinance loans
represent 15.07% and 41.51% of the mortgage pool, respectively.
Second homes account for 4.49% of the pool. The average loan
balance is $507,948. The three states that represent the largest
portion of mortgage loans are California (45.30%), Florida (4.45%)
and New Jersey (4.35%).

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

Approximately 95.99% and 4.01% of the mortgage loans were
originated under CHL's Standard Underwriting Guidelines and
Expanded Underwriting Guidelines, respectively. Mortgage loans
underwritten pursuant to the Expanded Underwriting Guidelines may
have higher loan-to-value ratios, higher loan amounts, higher
debt-to-income ratios and different documentation requirements
than those associated with the Standard Underwriting Guidelines.
In analyzing the collateral pool, Fitch adjusted its frequency of
foreclosure and loss assumptions to account for the presence of
these attributes.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust. The Bank of New York
will serve as trustee. For federal income tax purposes, an
election will be made to treat the trust fund as a real estate
mortgage investment conduit (REMIC).


CWMBS INC: Fitch Rates Series 2004-9 Classes B-3 & B-4 at BB/B
--------------------------------------------------------------
CWMBS, Inc.'s CHL Mortgage Pass-Through Trust 2004-9 mortgage
pass-through certificates are rated by Fitch Ratings as follows:

               --$388,199,977 classes A-1 - A-7, PO and A-R senior
                 certificates 'AAA';

               --$6,200,000 class M 'AA';

               --$2,200,000 class B-1 'A';

               --$1,400,000 class B-2 'BBB';

               --$800,000 privately offered class B-3 'BB';

               --$600,000 privately offered class B-4 'B'.

The 'AAA' rating on the senior certificates reflects the 2.95%
subordination provided by the 1.55% class M, 0.55% class B-1,
0.35% class B-2, 0.20% privately offered class B-3, 0.15%
privately offered class B-4 and 0.15% privately offered class B-5
(not rated by Fitch). Classes M, B-1, B-2, B-3, and B-4 are rated
'AA', 'A', 'BBB', 'BB' and 'B' based on their respective
subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud, and
special hazard losses in limited amounts. In addition, the ratings
also reflect the quality of the underlying mortgage collateral,
strength of the legal and financial structures and the master
servicing capabilities of Countrywide Home Loans Servicing LP
(Countrywide Servicing), rated 'RMS2+' by Fitch, a direct wholly
owned subsidiary of Countrywide Home Loans, Inc. (CHL).

The certificates represent an ownership interest in a pool of
conventional, fully amortizing, 30-year fixed-rate mortgage loans,
secured by first liens on one- to four-family residential
properties. As of the cutoff date (April 1, 2004), the mortgage
pool demonstrates an approximate weighted-average loan-to-value
(OLTV) ratio of 70.45%. Approximately 54.2% of the loans were
originated under a reduced documentation program. The weighted-
average FICO credit score is approximately 742. Cash-out refinance
loans represent 13.28% of the mortgage pool and second homes
3.34%. The average loan balance is $519,255. The three states that
represent the largest portion of mortgage loans are California
(53.05%), Illinois (4.47%) and New Jersey (3.96%).

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

Approximately 98.48% and 1.52% of the mortgage loans were
originated under CHL's Standard Underwriting Guidelines and
Expanded Underwriting Guidelines, respectively. Mortgage loans
underwritten pursuant to the Expanded Underwriting Guidelines may
have higher loan-to-value ratios, higher loan amounts, higher
debt-to-income ratios and different documentation requirements
than those associated with the Standard Underwriting Guidelines.
In analyzing the collateral pool, Fitch adjusted its frequency of
foreclosure and loss assumptions to account for the presence of
these attributes.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust. The Bank of New York
will serve as trustee. For federal income tax purposes, an
election will be made to treat the trust fund as a real estate
mortgage investment conduit (REMIC).


DOMAN INDUSTRIES: CCAA Monitor Files April 2004 Report
------------------------------------------------------
Doman Industries Limited announces that KPMG Inc., the Monitor
appointed by the Supreme Court of British Columbia under the
Companies Creditors Arrangement Act has filed with the Court its
report for the period ended April 28, 2004. The Monitor's report,
a copy of which may be obtained by accessing the Company's website
-- http://www.domans.com/-- or the Monitor's website --
http://www.kpmg.ca/doman/-- contains selected unaudited financial
information and includes preliminary information for the first
quarter of 2004.


DOMAN INDUSTRIES: Western Pulp Unit to Raise Kraft Pulp Price
-------------------------------------------------------------
Western Pulp Inc., a wholly-owned subsidiary of Doman Industries
Limited, announced that it will be raising its price for northern
bleached softwood kraft pulp in Europe and the United States.

In the United States, prices are being raised, effective June 1,
2004 until further notice, by $30.00/tonne from $650 to
$680/tonne.

In Europe, prices will move up $40.00/tonne from $640 to
$680/tonne on June 1, 2004.

These increases follow a $20.00/tonne improvement in prices in
Europe and $30.00/tonne increase in the United States in April.

               About Western Pulp Inc.

Western Pulp Inc. is a wholly owned subsidiary of Doman Industries
Limited. Doman is an integrated Canadian forest products company
and the second largest coastal woodland operator in British
Columbia.


ENRON CORP: Stay Modified Allowing Siemens to Pursue $1.8M Claim
----------------------------------------------------------------
On August 30, 2001, Enron Equipment Procurement Company commenced
a lawsuit against Siemens Westinghouse Power Corporation in the
United States District Court of Harris County, Texas, 113th
Judicial District.  Siemens filed counterclaims against Enron
Equipment.  Enron Equipment denied all liability for the
Counterclaims.

On November 25, 2003, Siemens filed Claim No. 24495, asserting an
unliquidated claim against Enron Equipment in excess of
$1,800,000 for any and all amounts Enron Equipment owed to
Siemens, including the Counterclaims in the State Court Action.

In a Court-approved Stipulation, Enron Equipment and Siemens
agree that the automatic stay imposed by Section 362 of the
Bankruptcy Code is modified to permit the continuation of the
State Court Action.  The parties reserve all of their rights
regarding the Proof of Claim.  A judgment awarded to Siemens, if
any, is subject to the distributions of prepetition general
unsecured creditors holding allowed claims against Enron
Equipment under a confirmed Chapter 11 Plan. (Enron Bankruptcy
News, Issue No. 105; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


EAPI ENTERTAINMENT: Requires More Financing to Continue Operations
------------------------------------------------------------------
EAPI Entertainment, Inc. is currently undertaking the
reorganization of its corporate affairs in connection with the
determination of the Board of Directors to pursue business
opportunities in the areas of electronic entertainment and
education.  The Company plans to develop video game products for
the entertainment industry and on-line education software programs
for the education industry.  The Company also plans on identifying
and pursuing  other business opportunities in the electronic
entertainment industry.  To date, the Company has not completed
the development of any video game products or on-line education
software programs and has not generated any revenues.  The Company
remains in the development stage.  The ability of the Company to
pursue its business plan and generate revenues is subject to  the
ability of the Company to achieve additional financing, of which
there is no assurance.

The Company had cash of $38,995 as of September 30, 2003 compared
to negative cash of $1,262 as of September 30, 2002.  The Company
had a working capital deficit of $3,602,886 as of  September 30,
2003 compared to a working capital deficit of $1,947,607 as of
September 30, 2002.  As of September 30, 2003, the Company had a
net stockholders' deficit of $3,620,941, with accumulated losses
during the development stage of $8,419,410 including a loss of
$1,329,862 during the current year.  Due to the Company's
substantial working capital deficit and its current inability to
generate revenues, there is no assurance that the Company
will be able to continue as a going concern or achieve material
revenues or profitable  operations.  In  addition, there can be no
guarantee that financing adequate to carry out the Company's
business plan will be available on terms acceptable to the
Company, or at all.

The Company owed the following amounts to related parties:

     ----------------------------  -------------------------
     CREDITOR                         AS OF SEPTEMBER 30,
                                      2002         2003
     ----------------------------  -------------------------
     Brampton Holdings Ltd.       $ 304,886     $ 554,168
     ----------------------------  -------------------------
     Sanclair Holdings Ltd.       $ 307,512     $ 585,458
     ----------------------------  -------------------------
     Pacific Ocean Resources      $ 273,305     $ 847,674
     Corporation
     ----------------------------  -------------------------
     529473 B.C. Ltd.             $ 173,944     $ 150,790
     ----------------------------  -------------------------
     Earthscape Maintenance Ltd.  $ 575,342     $  759,387
     ----------------------------  -------------------------
     TOTAL:                       $ 1,634,989   $ 2,897,477
     ----------------------------   ------------------------

EAPI Entertainment will require additional financing in order to
enable it to proceed with  its plan of operations.   The Company
anticipates that it will require approximately $2,500,000 over the
next twelve months to finance its stated plan of operations.
These cash requirements are in excess of the Company's current
cash and working capital resources. Accordingly, the Company will
require additional financing in order to continue operations.  The
Company plans to complete an equity financing or equity
financing's through a private placement of the Company's common
stock in order to raise the funds necessary to enable the Company
to proceed with its plan of operations.  The Company has no
arrangements in place for any additional financing and there is no
assurance that the Company will achieve the required additional
funding.  There is no assurance that any party will advance
additional funds to  the Company in order to enable it to sustain
its plan of operations.


EQI FINANCING: Fitch Affirms $10MM Class C Bond Rating at BB
------------------------------------------------------------
Fitch Ratings affirms EQI Financing Partnership I, L.P. commercial
mortgage bonds, series 1997-1, as follows:

               --$47.8 million class B bonds 'A-';
               --$10 million class C bonds 'BB'.

The class A bonds paid in full as of the February 2004
distribution report.

The affirmations are due to the continued amortization, from
scheduled mortgage payments as well as the principal paydown from
the prepayment and release of five hotel properties, and improved
operating performance over the past year. Fitch stressed debt
service coverage ratio (DSCR) for year end (YE) 2003 has increased
to 1.65 times (x) compared to 1.38x based on trailing twelve month
(TTM) June 30, 2003 financials.

While the previous prepayment and release of five properties, at a
prepayment price of 125% of the allocated loan balances, and
amortization have benefited the class B certificates, the weak
operating performance compared to issuance levels and potential
adverse selection continues to stress the lower rated class. The
bonds are secured by cross-collateralized and cross-defaulted
first mortgages on eighteen hotel properties (23 properties at
issuance) consisting of fourteen Hampton Inns, two Holiday Inns,
one Residence Inn and one Comfort Inn. As of the April 2004
distribution date, the overall deal balance had been reduced by
34% to $57.8 million from $88.0 million at issuance. The
properties are owned by the issuer, a bankruptcy remote special-
purpose entity (SPE) and a wholly owned subsidiary of Equity Inns,
Inc., a publicly traded real estate investment trust (REIT).


FINOVA GROUP: Will Hold Annual Shareholders' Meeting on May 12
--------------------------------------------------------------
The FINOVA Group, Inc., will hold its annual meeting of
shareholders on Wednesday, May 12, 2004 at 1:00 p.m., Eastern
Daylight Savings Time, at the offices of Credit Suisse First
Boston, 11 Madison Avenue, Level 2B Auditorium, in New York.  The
purpose of the meeting is to:

   1. elect 7 directors; and

   2. consider any other matters that properly come before the
      meeting and any adjournments.

Only shareholders of record of common stock at the opening of
business, 8:00 a.m., EST, on March 15, 2003 are entitled to
receive notice of and to vote at the meeting. (Finova Bankruptcy
News, Issue No. 47; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


FLEMING COS: BFL Parties to Pay $625,000 in Dispute Settlement
--------------------------------------------------------------
BFL-44, Inc., and its affiliates owe the Fleming Companies, Inc.
Debtors $870,159.83 in accounts receivables under facility standby
or grocery supply agreements.  As part of the sale of the Debtors'
Wholesale Distribution Business, the Debtors sold substantially
all of their promissory notes and forgiveness notes.  As a result,
C&S Acquisition, LLC, holds nine promissory notes owing from the
BFL Parties aggregating $6,060,944.97.

The Debtors, C&S and the BFL Parties agree to a global settlement
to resolve all outstanding amounts owed to the Debtors.  The
primary terms of Settlement include:

       (1) The BFL Parties will pay the Debtors $625,000 of the
           A/R Balance, whereupon the Debtors agree to release
           all personal property of the BFL Parties that is
           encumbered by a lien held by the Debtors;

       (2) The BFL Parties agree to the rejection and termination
           of the FSAs, and waive all claims, which might result
           from that rejection; and

       (3) The parties exchange mutual releases.

The BFL affiliates are:

       * BFL-Hefener, Inc.,
       * BFL-N.W. Expressway, Inc.,
       * BFLX-15, Inc.,
       * BFL-Portland, LLC,
       * BFL-MacArthur, LLC,
       * BFL-Penn, Inc.,
       * BFL-MGMT, Inc.,
       * FS-63, Inc.,
       * BFL-Yukon, LLC,
       * BFL-Council, LLC, and
       * Henry J. Binkowski

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)


FREESTAR TECHNOLOGY: May Cease Operations If Unable to Raise Funds
------------------------------------------------------------------
Through December 31, 2003, Freestar Technology Corporation has not
been able to generate significant revenue from its operations to
cover its costs and operating expenses. Although the Company has
been able to issue its common stock or other financing for a
significant portion of its expenses, it is not known whether the
Company will be able to continue this practice, or if its revenue
will increase significantly to be able to meet its cash operating
expenses.

This, in turn, raises substantial doubt about the Company's
ability to continue as a going concern. Management believes that
the Company will be able to raise additional funds through an
offering of its common stock or alternative sources of financing.
However, no assurances can be given as to the success of these
plans.

The Company recorded a net loss of $1,268,958 for the three months
ended December 31, 2003, an improvement of $3,702,035, or
approximately 75%, compared to the net loss of $4,970,993 realized
during the three months ended December 31, 2002.

Additionally, the Company recorded a net loss of $3,674,886 for
the six months ended December 31, 2003, an improvement of
$1,990,693, or approximately 35%, compared to the net loss of
$5,665,579 realized during the six months ended December 31, 2002.

The Company had a working capital deficit of $1,109,432 as of
December  31, 2003, which is an increase of $206,228, or
approximately 23%, from a working capital deficit of $903,204 as
of December 31, 2002, and a decrease of $130,960, or approximately
11%, compared to a working capital deficit of $1,240,392 at June
30, 2003.  Freestar Technology has needed to continually raise
capital through private offerings to fund its operations.

Freestar recognizes the need for the infusion of cash during
fiscal 2004 and is pursuing various financing options.  However,
there can be no assurance that it will be able to raise additional
funds on favorable terms or at all.  The Company relies heavily
upon the market liquidity of its stock as traded on the Over the
Counter Bulletin Board for its ability to raise funds, for its
ability to consummate acquisitions, and for the use of non-cash
compensation for many of the company's consultants.  Should the
Company experience a weakening in the market for its common stock,
both its short-term liquidity and its ability to achieve its long-
term strategy could be adversely affected.

Freestar's continued operations, as well as the implementation of
its business plan, will depend upon its ability to raise
additional funds through bank borrowings, equity or debt
financing.  Management estimates that it will need to raise
approximately $5,000,000 over the next twelve months for such
purposes.  However, adequate funds may not be available when
needed or may not be available on favorable terms.  The ability to
continue as a going concern is dependent on additional sources of
capital and the success of the Company's business plan.
Regardless of whether the Company's cash assets prove to be
inadequate to meet its operational needs, the Company might seek
to compensate providers of services by issuance of stock in lieu
of cash.  The notes to the Company's condensed consolidated
financial statements, as well as the audited consolidated
financial statements for the year ended June 30, 2003, include
substantial doubt paragraphs regarding the Company's ability to
continue as a going concern.  Management believes it currently has
adequate cash to fund anticipated cash needs for at least the next
three months.

If funding is insufficient at any time in the future, Freestar
Technology may not be able to take advantage of business
opportunities or respond to competitive pressures, any of which
could have a negative impact on business, operating results and
financial condition.  In addition, insufficient funding may have a
material adverse effect on its financial condition, which could
require it to:

     - curtail operations significantly;
     - sell significant assets;
     - seek arrangements with strategic partners or other parties
       that may require it to relinquish significant rights to
       products, technologies or markets; or
     - explore other strategic alternatives including a merger or
       sale of the Company.

In addition, if additional shares were issued to obtain financing,
or compensate service providers, existing stockholders may suffer
a dilutive effect on their percentage of stock ownership.


GENERAL MEDIA: Agrees to License Penthouse Trademark to VCG Clubs
-----------------------------------------------------------------
Penthouse International (OTCBB:PHSL) (OTCBB:PHSLE) (FWB:PHSL.FK),
a diversified holding company with operating subsidiaries in adult
entertainment, Internet transaction processing and real estate,
announced that its 99.5% subsidiary, General Media, has agreed to
license the Penthouse trademark for use on several existing adult
night clubs owned by VCG Holding Corporation (OTCBB:VCGH). General
Media will be paid monthly licensing fees based on a percentage of
gross revenue of the Penthouse Clubs. Capital expenditures to
convert the clubs will be born by VCG.

VCG operates PT's Showclubs, which is a well known name in adult
entertainment. VCG Chairman, Troy Lowrie has been in the adult
night club business for over 22 years with over eighteen clubs.
Under the agreement, VCG has exclusive territorial rights to use
the Penthouse name for the metropolitan areas of Denver, Colorado,
Phoenix, Arizona and St. Louis, Missouri. PT's Gold Club in the
Denver area has recently reopened as the Penthouse Club.

VCG has also converted existing clubs in Honolulu. VCG currently
owns and/or operates five high line adult nightclubs located in
Indianapolis, Memphis, St. Louis, Denver and Honolulu.

"The relationship with Troy Lowrie and VCG is a win-win where
Penthouse aligns with a proven operator and VCG is able to
increase the performance of its business with the Penthouse
trademarks," said Claude Bertin. "With 40 years in adult
entertainment, the Penthouse trademark is a recognized brand that
has a great many untapped commercial uses where our company can
earn high margin royalty revenue."

"This is a great alliance between VCGH and Penthouse," Troy
Lowrie, Chairman and CEO, continued, "This agreement will help
achieve each others' goals of creating the nationwide branding of
the Penthouse name."

As previously announced in August 2003 General Media and
subsidiaries filed for protection from creditors under Chapter 11
of the U.S. Bankruptcy Code. The Bankruptcy Court for the Southern
District of New York has approved the licensing agreements with
VCG. In a related development, General Media has set June 10, 2004
as the date for the confirmation hearing on its Second Amended
Plan of Reorganization; after which General Media is expected to
emerge from Chapter 11 reorganization with its equity continued to
be controlled by Penthouse International.

As previously announced, Penthouse International expects to file
its Form 10K on or before May 15, 2004 at which time the 'E'
designation will be removed from the Company's stock ticker
symbol. Based on the current status of the auditing process, the
Company anticipates no further delays.

Penthouse is an entertainment company with concentrations in
publishing, licensing, digital commerce and real estate.
Historically, Penthouse revenues have been derived principally
from the PENTHOUSE related publishing business that was founded in
1965 by Robert C. Guccione and is currently conducted by General
Media and its subsidiaries. In March 2004, Penthouse acquired
Internet Billing Company LLC, an e-commerce company specializing
in online transactions. The PENTHOUSE brand is one of the most
recognized consumer brands in the world and is widely identified
with premium entertainment for adult audiences. General Media
caters to men's interests through various trademarked
publications, movies, the Internet, location-based live
entertainment clubs and consumer product licenses. General Media
also licenses the PENTHOUSE trademarks to third parties worldwide
in exchange for recurring royalty payments.


GENESIS: Neighborcare Settles Missing Inventory Issue with the DEA
------------------------------------------------------------------
In August 2001 and March 2002, NeighborCare, Inc.'s pharmacy
located in Colorado reported missing inventory and potential
diversion to the Drug Enforcement Administration, the local
police and the Colorado Board of Pharmacy.  As a result of the
pharmacy reporting these incidents, the DEA commenced an audit of
the pharmacy's operations.  Under the Controlled Substance Act,
the government may seek the potential value of the inventory
diverted as well as other damages.  The Colorado facility
cooperated with all requests for information, including making
its personnel and documents available to the government.  On
January 6, 2004, NeighborCare settled this matter with the United
States government by paying a $625,000 civil penalty without
admitting any liability.  This amount was fully accrued in fiscal
2003, NeighborCare reported in a recent filing with the
Securities and Exchange Commission.

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)


GLIMCHER REALTY: First Quarter 2004 Net Income Down to $760,000
---------------------------------------------------------------
Glimcher Realty Trust, (NYSE: GRT), announced financial results
for the first quarter ended March 31, 2004.

Net income available to common shareholders in the first quarter
of 2004 was $760,000, or $0.02 per share, compared to $2.6
million, or $0.08 per share, in the first quarter of 2003. Funds
From Operations (FFO) in the first quarter of 2004 was $18.2
million, compared to $21.2 million in the first quarter of 2003.
On a per share basis, FFO for the first quarter was $0.46 compared
to the 2003 first quarter of $0.56 per share. During the first
quarter of 2004, the Company recorded $4.9 million of costs
associated with the redemption of its Series B Preferred Shares.
Excluding these one-time non-cash costs, which are approximately
$0.12 per share, FFO per share for the first quarter 2004 was
$0.58, an increase of 3.6% from the first quarter of 2003.

"We are very pleased with the first quarter financial
performance," stated Michael P. Glimcher, President. "Total
revenue increased 14.9% over the first quarter of 2003, and FFO
per share increased 3.6% after adjusting for the non- recurring
charge related to the redemption of our Series B Preferred
Shares."

                         Highlights

   -- Revenues in the first quarter of 2004 were $88.8 million
      compared with revenues of $77.3 million in the first quarter
      of 2003.  The 14.9% increase included $10.3 million from
      joint venture properties the Company has acquired since the
      first quarter of 2003 and $7.2 million from the acquisitions
      of WestShore Plaza in August 2003 and Eastland Mall (Ohio)
      in December 2003.  A decrease in lease termination fees of
      $5.0 million was the other significant change in revenue
      during the quarter.

   -- FFO for the quarter decreased from $21.2 million in the
      first quarter of 2003 to $18.2 million in the first quarter
      of 2004 on an as reported basis.  The current quarter FFO
      includes a $4.9 million one-time non-cash charge for the
      issuance costs of the Series B Preferred Shares, which were
      issued in 1997 and redeemed in February of 2004.  Adjusting
      for this item, FFO for the first quarter would be $23.1
      million which represents a 9.0% increase over the first
      quarter of 2003.  On a per share basis, FFO for the quarter
      was $0.46 as reported and $0.58 after adjustment for the
      one-time charge compared to $0.56 in the first quarter of
      2003.

   -- Occupancy for mall stores at March 31, 2004 was 87.7%
      compared to 89.4% at March 31, 2003.  Excluding the 2003
      acquisitions of WestShore Plaza and Eastland Mall (Ohio),
      comparable mall store occupancy was 87.6% at March 31, 2004.

   -- Mall store average rents increased to $24.02 per square foot
      at March 31, 2004, an increase of 4.2% from the $23.05 per
      square foot at March 31, 2003.  Excluding the 2003
      acquisitions of WestShore Plaza and Eastland Mall (Ohio),
      comparable mall store average rents per square foot
      increased 2.1% to $23.53 on a year-over-year basis.

   -- Same mall net operating income improved in the first quarter
      of 2004 by 2.0% over net operating income for the first
      quarter of 2003.  Same store mall revenue decreased 1.8% in
      the first quarter of 2004 over same store mall revenue for
      the first quarter of 2003.  The same store revenue decrease
      reflects a decline in the tenant reimbursements recovery
      ratio from 88.7% in the first quarter of 2003 to 86.1% in
      the first quarter of 2004.

   -- In the first quarter of 2004 the Company sold three
      community centers for $8.3 million and recognized a gain of
      $3.2 million.  The cash proceeds from these sales were used
      to pay down debt.  During the first quarter of 2003 the
      Company sold one community center for $9.3 million and
      recognized a loss of $2.1 million.

   -- Debt-to-total-market capitalization strengthened at
      March 31, 2004 to 54.3% compared to 55.5% at December 31,
      2003 and 57.3% at March 31, 2003.

   -- Fixed rate debt represented 85.1% of total Company debt at
      March 31, 2004.  The average interest rate on fixed rate
      debt was 6.5% and the average maturity was 6.6 years.
      Floating rate debt represented 14.9% of total debt, had an
      average interest rate of 3.7% and an average maturity at 1.8
      years.

                         Acquisitions

On January 5, 2004, the Company acquired for $56.5 million the
remaining joint venture interests in Polaris Fashion Place, an
approximately 1.6 million square foot upscale mall, and in Polaris
Towne Center, an approximately 443,165 square foot community
center, both located in Columbus, Ohio. The purchase was funded
with a new $36.5 million loan secured by the equity interests in
Polaris Fashion Place, the issuance of 594,342 operating
partnership units valued at approximately $13.6 million and
approximately $6.6 million in additional borrowings on the
Company's credit facility. The new debt matures in one year and
bears interest at a rate of LIBOR plus 3.00% per annum. With the
acquisition of these two joint ventures, the Company fully owns
all of its properties.

                     Preferred Stock Issuance

On February 23, 2004, the Company completed a $150 million public
offering of 6,000,000 shares of 8.125% Series G Cumulative
Redeemable Preferred Shares of Beneficial Interest at a price of
$25.00 per share. The proceeds were used to redeem all of its
outstanding 9.25% Series B Cumulative Redeemable Preferred Shares
of Beneficial Interest and to pay down $16.9 million on the
Company's credit facility which had been drawn down on February 9
to repay $17.0 million in mortgage debt relating to the Company's
Great Mall of the Great Plains located in Olathe, Kansas.

                              Outlook

For the full year of 2004, the Company continues to expect that
FFO per share will be in the range of $2.28 to $2.34 per share and
earnings per share to be in the range of $0.42 to $0.48 per share.
This range incorporates the Company's January 2004 acquisitions,
the issuance of Series G Preferred Shares and the full redemption
of Series B Preferred Shares, discussed earlier. Also included in
this guidance are asset sales aggregating $35.0 million for the
full year of 2004 and no additional acquisitions. During the
second quarter the Company also expects to refinance the $162.4
million mortgage on Jersey Gardens with a new fixed rate ten-year
loan and to refinance its maturing $25.0 million variable rate
mortgage on Great Mall of the Great Plains with a new two-year
variable rate loan.

          Funds From Operations and Net Operating Income

Funds from Operations is used by industry analysts and investors
as a supplemental operating performance measure of an equity real
estate investment trust ("REIT"). The Company uses FFO in addition
to net income to report operating results. FFO is an industry
standard for evaluating operating performance defined as net
income, plus real estate depreciation, less gains or losses from
sales of depreciable property, extraordinary items and the
cumulative effect of accounting changes. Reconciliations of non-
GAAP financial measures to net income available to common
shareholders are included in the Operating Results table found on
page 4, attached.

Net Operating Income (NOI) is used by industry analysts, investors
and Company management to measure operating performance of the
Company's properties. NOI represents total property revenues less
property operating and maintenance expenses. Accordingly, NOI
excludes certain expenses included in the determination of net
income such as property management and other indirect operating
expenses, interest expense and depreciation and amortization
expense. These items are excluded from NOI in order to provide
results that are more closely related to a property's results of
operations. In addition, the Company's computation of same mall
NOI excludes property bad debt expense and lease termination
income. Certain items, such as interest expense, while included in
FFO and net income, do not affect the operating performance of a
real estate asset and are often incurred at the corporate level as
opposed to the property level. As a result, management uses only
those income and expense items that are incurred at the property
level to evaluate a property's performance. Real estate asset
depreciation and amortization is excluded from NOI for the same
reasons that it is excluded from FFO pursuant to NAREIT's
definition.

                     About the Company

Glimcher Realty Trust, a real estate investment trust, is a
recognized leader in the ownership, management, acquisition and
development of enclosed regional and super-regional malls, and
community shopping centers.

Glimcher Realty Trust's common shares are listed on the New York
Stock Exchange under the symbol "GRT."  Glimcher Realty Trust's
Series F and Series G preferred shares are listed on the New York
Stock Exchange under the symbols "GRT-F" and "GRT-G,"
respectively.  Glimcher Realty Trust is a component of both the
Russell 2000(R) Index, representing small cap stocks, and the
Russell 3000(R) Index, representing the broader market.

                         *    *    *

As reported in the January 27, 2004 edition of The Troubled
Company Reporter, Standard & Poor's Ratings Services assigned its
'B' rating to Glimcher Realty Trust's $150 million 8.125% series G
preferred stock issuance. At the same time, Standard & Poor's
affirmed its 'BB' corporate credit rating on Glimcher and its 'B'
preferred stock rating. The affirmation impacts $188 million of
preferred stock outstanding. The outlook is stable.

"The assigned rating acknowledges Glimcher 's below-average
business position and its relatively aggressive financial
profile," said credit analyst Elizabeth Campbell. "The ratings are
supported by a relatively well-occupied and profitable (but
comparatively smaller) portfolio, which generates stable,
predictable cash flow from a diverse and moderately creditworthy
tenant base. Glimcher management has been successful in buying out
its joint venture partners' interests in seven mall properties,
which helps leverage the company's existing operating platform and
reduce complexity. The company now wholly-owns all of its 25 mall
properties. However, these strengths are offset by generally
higher leverage and historically high bank line usage, a mostly
encumbered portfolio and weak coverage of total obligations
(including the common dividend), and vacancy issues in its non-
core community center portfolio."


GLOBAL CROSSING: Inks Stipulation Resolving Verizon Claim Dispute
-----------------------------------------------------------------
Cellco Partnership, doing business as Verizon Wireless, provides
a variety of telecommunications services to the Global Crossing
Ltd. Debtors, including originating and terminating calls on
Verizon's network for the Debtors' customers pursuant to certain
agreements between Verizon and the Debtors titled "Cellular Equal
Access Program"  and "Access Contract for Toll Providers."

According to Michael F. Walsh, Esq., at Weil, Gotshal & Manges,
LLP, in New York, Verizon has asserted that the Debtors owe it in
excess of $8.7 million as an administrative expense of the
Debtors' Chapter 11 cases for origination and termination charges
from the Petition Date through the billing period ended
September 25, 2003.  The Debtors dispute the Administrative Claim
contending, among other things, that those charges are not actual
and necessary expenses of their estates.

On September 26, 2003, the Debtors sought to reject the Original
Access Agreements.  Verizon then filed a response to the Debtors'
Rejection Motion.  The Court approved the Debtors' motion to
reject the Original Access Agreements.  Verizon's response
included a Cross Motion for authority to arbitrate any disputes
arising under or in connection with the original Access
Agreements, including the Administrative Claim.  The Debtors
objected to Verizon's Cross Motion and asked the Court to
determine that the Administrative Claim:

    (i) could be resolved by the Court as part of the Debtors'
        claims allowance process, without arbitration; and

   (ii) is not an actual and necessary expense of the Debtors'
        estates.

At a hearing on October 29, 2003, the Court granted in part and
denied in part Verizon's Cross Motion.

Verizon also contends that it is owed additional amounts for the
origination and termination of calls since the Debtors' rejection
of the Original Access Agreements, which claim the Debtors
dispute.  Mr. Walsh relates that on various dates, Verizon filed
prepetition and administrative claims against the Debtors
alleging prepetition and postpetition entitlements arising from
the Original Access Agreements.

After extensive arm's-length negotiations, the Parties have
reached a settlement which, among other things:

     (i) resolves the disputes between the Parties;

    (ii) resolves Verizon's claims relating to the Original
         Access Agreements;

   (iii) releases all claims between the Parties arising from or
         based on the Original Access Agreements; and

    (iv) provides for the Debtors to enter into a new access
         agreement with Verizon for future services.

In a Court-approved Stipulation, the parties agree that:

(1) Allowance of Administrative Expense Claim

    As full and final settlement of the Access Agreement
    Administrative Expense Claims and any post-rejection Access
    Administrative Claim billed by Verizon Wireless to the
    Debtors for the billing cycle ending November 24, 2003,
    Verizon will have an Allowed Administrative Expense Claim
    under the Plan for $3,000,000.

(2) Payment of Allowed Administrative Expense Claim

    The Debtors will pay, in immediately available funds, the
    Allowed Administrative Expense Claim to Verizon, without any
    right of offset, deduction, defense or counterclaim:

    -- $750,000, without further delay;

    -- $375,000 in equal monthly installments for six consecutive
       months, payable on the first day of each month, commencing
       on February 1, 2004.

    Interest will accrue on any overdue portion of the Allowed
    Administrative Expense Claim at the rate of 12% per annum
    from and after 10 days after a payment is due.  Interest will
    continue to accrue at the Default Interest Rate and will
    expressly apply post-judgment until Verizon is indefeasibly
    paid and satisfied for all amounts owing.

(3) New Access Agreement

    Simultaneously with the execution of the Settlement
    Agreement, Global Crossing Telecommunications, Inc., will
    execute an agreement entitled "Verizon Wireless Access
    Agreement for Access Customers" with Verizon, which Agreement
    will be effective as of February 1, 2004.

(4) Release in Favor of Verizon Entities

    Saving and excepting performance under the New Access
    Agreement, the Debtors discharge and release Verizon from all
    claims relating to or arising out of the Original Access
    Agreements.

(5) Release in Favor of the Debtors

    Verizon discharges and releases the Debtors from all claims
    relating to or arising out of the Original Access Agreements.
    Upon payment of the Allowed Administrative Expense Claim,
    Verizon will be deemed to have withdrawn all claims relating
    to the Original Access Agreements including:

    -- the Access Agreement Administrative Expense Claims and the
       Post-Rejection Access Administrative Claim;

    -- the general unsecured rejection damage claim relating to
       the rejection of the Original Access Agreements filed by
       Verizon on November 1, 2003 for $2,237,953;

    -- the general unsecured proof of claim related to the
       Original Access Agreements filed by Verizon on
       September 30, 2002 for $894,426;

    -- the general unsecured claim filed by Verizon on
       September 30, 2002 for $318,863;

    -- the general unsecured claim filed by Verizon on
       September 30, 2002 for $312,573; and

    -- the general unsecured claim filed by Verizon on
       September 30, 2002 for $402,226.


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)


GOLDEN PATRIOT: Working Capital Insufficient to Fund Business Plan
------------------------------------------------------------------
The auditors for Golden Patriot Corporation have recently stated:

"The financial statements have been prepared using generally
accepted accounting principles in the United States of America
applicable for a going concern which assumes that the Company will
realize its assets and discharge its liabilities in the ordinary
course of business. As at January 31, 2004, the Company had a
working capital deficiency of $49,684 which is not sufficient to
meet its planned business objectives or to fund its mineral
properties acquisitions, exploration and development expenditures
and ongoing operations. The Company has accumulated losses of
$1,964,385 since its commencement. Its ability to continue as a
going concern is dependent upon the ability of the Company to
obtain the necessary financing to meet its obligations and pay its
liabilities arising from normal business operations when they come
due. These factors raise substantial doubt that the Company will
be able to continue as a going concern."

The Company has not received revenue from operations during the
nine months ended January 31, 2004. As of January 31, 2004, it had
cash reserves of $34,139 and prepaid fees of $125,000. Management
believes that these cash reserves will not satisfy the Company's
cash requirements in order to continue as a going concern for
twelve months following the filing of its financial information
with the SEC on March 19, 2004.

Management indicates that it cannot estimate when the Company will
begin to realize any revenue. In order to satisfy the requisite
budget, the Company has held and will continue to conduct
negotiations with various investors. Management cannot predict
whether these negotiations will result in capital being available
to Golden Patriot. There can be no assurance that funding for its
operations will be available under favorable terms, if at all.

Golden Patriot has been financing operations primarily from
related-party cash advances and through private equity
subscriptions. On October 27, 2003, it entered into an agreement
whereby $204,000 was advanced to the Company. These funds are an
interest bearing loan with a twenty-four month term. The money is
being used to fund ongoing operating costs, to participate in the
exploration and development of mineral properties, to make option
payments, and to generally meet future corporate obligations.

   Golden Patriot's Plan of Operations For Next 12 Months

The Company has a 100% interest in 13 unpatented mining claims and
three mining lease agreements on Nevada mineral exploration
properties that cover the core of the Dun Glen Mining Property,
which it acquired from Scoonover Exploration LLC. The 13
unpatented mining claims cover approximately 269 acres. E. L.
Hunsaker III is a director and principal of Scoonover as well as
being one of the Company's directors.

The Marbourg et al Lease consists of two patented lode mining
claims covering approximately 27 acres. The definitive agreement
gives Golden Patriot lease rights to a 100% interest (with
Marbourg et al retaining a 4% net smelter royalty in the property
contingent upon annual advance royalty payments being made to
Marbourg et al.

The Heckman Lease consists of five unpatented lode mining claims
covering approximately 103 acres. The definitive agreement gives
Golden Patriot lease rights to a 100% interest (with Heckman
retaining a 3% NSR) in the property, contingent upon annual
advance royalty payments being made to Heckman.

The Painter Lease consists of eight unpatented lode mining claims
covering approximately 165 acres. The definitive agreement gives
Golden Patriot lease rights to a 100% interest (with Painter
retaining a 3% NSR) in the property, contingent upon annual
advance royalty payments being made to Painter.

The Company has a 100% interest in 30 mineral claims within the
Sierra Mining District of the East Range, southwest of Winnemucca.
The claims form a buffer around existing properties that comprise
the Dun Glen Project. The Sierra Claims possess significant
potential for gold resources additional to those postulated for
the Dun Glen. Numerous gold-mineralized, quartz veins cutting
lithologies identical to those of the Dun Glen Project imply that
bonanza-grade gold deposits may occur in the Sierra Claims.

The cost to maintain the Dun Glen Project over the next twelve
months is $21,000 in lease and claim fees and the Company has
sufficient capital on hand to make these payments. The Company
intends to explore and develop the Dun Glen Project, which
includes the Sierra Mining District, in one comprehensive work
program, however its ability to do so is contingent on finding a
joint venture partner who would aid the Company in meeting future
cash calls. Golden Patriot's geologist is expecting this work
program to cost up to $450,000 over the next twelve months.

The exploration work on the Dun Glen Property is intended to occur
over the next twelve months in two phases. The first is a
"Scientific Investigations" phase consisting of the current
geochemical plus geophysical and alteration studies necessary to
target the best areas for future drilling. The purpose of the
first phase is to gain the necessary approvals for conducting
ground work on-site at Dun Glen and to determine the best drill
targets for future core drilling. The second phase comprises of
the core drilling program. Starting dates for the drilling is
anticipated to be mid-May, depending on weather and ground
conditions as well as rig availability.

The Company has also entered into a quitclaim deed with Scoonover
whereby it acquired a 100% interest in 16 mineral claims covering
320 acres in north central Nevada, known as the Debut. The Debut
property is located 96 miles south east of Elko, Nevada on the
west flank of the West Buttes Range in the Delker Mining District
Elko County, Nevada. The property is due north and on trend from
Placer Domes Bald Mountain deposit. The Debut Prospect is an
intrusive related sediment-hosted gold-copper system that holds
potential for shallow, economic gold mineralization.

The cost to maintain the Debut Prospect over the next twelve
months is $1,700 in claim fees; the Company has sufficient capital
on hand to make these payments. It intends to explore and develop
this property in a comprehensive work program along with Megastar
Development Corp., a TSX Venture Exchange listed company, who has
acquired a 50% interest in this property. Megastar will incur
$1,000,000 in work exploration and development expenditures within
the next five years on the Debut Prospect. Golden Patriot's
geologist is expecting this work program to cost up to $366,000
over the next twelve months.

The Company has also entered into an acquisition agreement with
Scoonover whereby it acquired a 100% ownership in the Goldview
project. This acquisition consists of seventy-six mineral claims
in the Battle Mountain-Eureka Trend, adjacent to the Placer Dome
Inc.'s recent Cortez Hills discovery. This discovery currently
hosts 5.5 million ounces of gold. The Goldview claims are on
trend, lying 8 miles east of the recent Mill Canyon discovery by
Victoria Resources Corporation, which has identified four high-
grade Carlin-type gold zones.

The cost to maintain the Goldview Project over the next 12 months
is $8,000. A course of work is currently being planned to develop
and advance this project.

"We also acquired a 2% NSR from Scoonover retained on 20 mineral
claims covering the SMH gold property and a 2% NSR retained on
eight claims covering the Roxy Silver property. These properties
are wholly owned by McNab Creek Gold Company.

"We are currently actively seeking out a potential joint venture
partner to develop and explore our existing properties.

         Risks Associated with Operations and Expansion

"We intend to enter into arrangements whereby we will acquire
equity interests in mineral properties. However, there are certain
risks associated with the mining exploration and development
business, including, but not limited to, severe fluctuations in
commodity prices, strict regulatory requirements, uncertainty of
commodity reserves and severe market fluctuations. Such risks may
have a material adverse effect on our business, results of
operations and financial condition.

"We do not anticipate any significant research and development
within the next 12 months, nor do we anticipate that we will lease
or purchase any significant equipment within the next 12 months.
We do not anticipate a significant change in the number of our
employees within the next 12 months."


GUNDLE/SLT ENVIRONMENTAL: S&P Assigns B+ Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Houston, Texas-based Gundle/SLT Environmental
Inc.

At the same time, Standard & Poor's assigned its 'B+' bank loan
rating and a recovery rating of '2' to the company's proposed $65
million senior secured credit facilities, based on preliminary
terms and conditions. The bank loan rating is the same as the
corporate credit rating; this and the '2' recovery rating indicate
the expectation of a substantial (80%-100%) recovery of principal
in the event of default. In addition, Standard & Poor's assigned a
'B-' rating to the company's proposed $150 million senior
unsecured notes due 2012, to be issued under Rule 144A with
registration rights. The rating on the senior unsecured notes is
two notches below the corporate credit rating, because the
substantial amount of priority debt in relation to total assets
meaningfully weakens the noteholders' prospects for recovery of
principal in the event of a default. The outlook is stable. Pro
forma for the transaction, total debt will be about $180 million.

"The financing plan follows the announcement that GEO Holding
Corp., a limited liability company formed by affiliates of Code
Hennessy & Simmons PLC, entered into an agreement to convert all
public shares of Gundle/SLT Environmental Inc. into cash," said
Standard & Poor's credit analyst Paul
Blake.

The plan includes $65 million of senior secured credit facilities,
$150 million of senior unsecured notes due 2012, and an equity
investment of $60 million by Code Hennessy & Simmons and
management. Proceeds are expected to be used primarily to purchase
Gundle equity and to refinance existing debt. Gundle has been
publicly traded since 1986.

The ratings on Gundle reflect the narrow scope of the company's
operations, the commodity nature of products, some vulnerability
to fluctuating raw material prices, and a very aggressive
financial profile. Partially offsetting factors include a below-
average business profile as the largest manufacturer of
geomembrane liners, global manufacturing and distribution
capabilities, and stable end markets.

With annual sales of $275 million, Gundle is one of the largest
players in the estimated $1.1 billion U.S. geosynthetics market.
The company competes primarily in the geomembrane sub-segment
where the vast majority of sales are to the environmental waste
services industry; this market is price competitive, and has
moderate barriers to entry including strong customer relationships
and established service capabilities associated with the
installation of products. Gundle's competitors include regional
as well as multinational firms, however, the company benefits from
its well-entrenched leadership positions in the global and North
American markets. Gundle's nearest competitor is approximately a
fourth of its size.


HEALTHSOUTH: Offers Senior Noteholders 37.5% Higher Consent Fee
---------------------------------------------------------------
HEALTHSOUTH Corp. (OTC Pink Sheets: HLSH) announced that it is
extending until 11:59 p.m., New York City Time, on May 13, 2004,
its solicitation of consents from holders of its 6.875% Senior
Notes due 2005, 7.375% Senior Notes due 2006, 7.000% Senior Notes
due 2008, 8.500% Senior Notes due 2008, 8.375% Senior Notes due
2011, 7.625% Senior Notes due 2012 and 10.750% Senior Subordinated
Notes due 2008. The consent solicitations, which commenced on
March 16, 2004, were previously scheduled to expire at 11:59 p.m.,
New York City Time, on April 28, 2004.

HEALTHSOUTH also announced that it is increasing the consent fee
that it will pay to holders who deliver valid and unrevoked
consents prior to the expiration of the consent solicitations to
$13.75 per $1,000 principal amount of notes for which consents
have been delivered, which represents an increase of $3.75 per
$1,000 from the amount originally offered. The payment of the
consent fee remains conditioned upon the proposed amendments to
the indentures becoming operative. Holders who previously
delivered valid consents and do not revoke those consents will
receive the increased consent fee if the conditions to their
consent solicitation are satisfied or waived.

HEALTHSOUTH said that it continues to be encouraged by the
significant positive response that it has received in the consent
solicitations. However, the Company continues to believe that it
is in the best interest of its stakeholders to minimize the extent
of litigation over this matter and is increasing the consent fee
in order to consensually resolve the matters in the litigation on
a fair and commercially reasonable basis in order to facilitate
its continuing restructuring efforts.

                        Other Terms

HEALTHSOUTH is also modifying certain of the terms of the proposed
amendments that it is seeking to the indentures governing its
Senior Notes and Senior Subordinated Notes. Each holder of notes
who consents to the proposed amendments will also be waiving all
alleged and potential defaults under the indentures arising out of
events occurring on or prior to the effectiveness of the proposed
amendments.

The proposed amendments will become effective only upon
satisfaction or waiver by HEALTHSOUTH of certain conditions which
include receipt of valid and unrevoked consents from holders
representing not less than a majority in aggregate principal
amount of outstanding notes for a series. Consents for any series
of notes may be revoked at any time prior to the date on which the
trustee under the indenture for that series receives evidence that
the requisite consents have been obtained. In order to provide
holders with sufficient time to consider the proposed amendments,
as modified today, HEALTHSOUTH will not provide to the trustee
evidence that requisite consents for any series of notes have been
obtained prior to May 6, 2004.

HEALTHSOUTH continues to be engaged in litigation with holders,
the trustees and persons claiming to be beneficial owners of our
Senior Notes and Senior Subordinated Notes seeking to prevent the
acceleration of the indebtedness outstanding under such notes. At
an April 23, 2004 status conference, the Court scheduled a hearing
for HEALTHSOUTH's motion for partial summary judgment for June 30,
2004. At that hearing HEALTHSOUTH will argue that the noteholders'
purported default notices were invalid and that HEALTHSOUTH is not
required to pay a "make-whole premium" to holders of its Senior
Notes and Senior Subordinated Notes upon acceleration of the
notes. The Court stated that if any issues remain unresolved after
that hearing, the Court will schedule a trial. The Court also
noted that if holders take action prior to that time, and the
Court determines that the persons doing so were not entitled to do
so, those persons face serious liability exposure.

                     About HEALTHSOUTH

HEALTHSOUTH is the nation's largest provider of outpatient
surgery, diagnostic imaging and rehabilitative healthcare
services, with nearly 1,700 locations nationwide and abroad.
HEALTHSOUTH can be found on the Web at http://www.healthsouth.com/


HERCULES INC: First Quarter 2004 Results Swing to Positive Zone
---------------------------------------------------------------
Hercules Incorporated (NYSE:HPC) reported net income for the
quarter ended March 31, 2004 of $28 million, or $0.26 per diluted
share, compared with a net loss of $14 million, or a loss of $0.13
per diluted share, for the same period of 2003.

First quarter 2004 net income included a $26 million after-tax
gain on the sale of the Company's minority interest in CP Kelco.
Partially offsetting the gain were after-tax charges of $17
million that included a $4 million non-cash charge for asset
impairments, $4 million related to a litigation settlement, and $5
million for debt repurchases.

Earnings from ongoing operations for the first quarter of 2004,
utilizing a 36% income tax rate for ongoing operations, were $18
million or $0.17 per diluted share. This compares to earnings on
the same basis of $15 million or $0.14 per diluted share in the
first quarter of 2003 (please refer to Table 2 for a
reconciliation of earnings from ongoing operations to reported net
income).

Net sales in the first quarter were $475 million, an increase of
6% from the same period last year. Compared with the first quarter
of 2003, the sales increase was driven by favorable impacts of 7%
from rate of exchange and 4% from volume, offset in part by an
unfavorable impact of 5% from product mix.

First quarter 2004 net sales, as compared to the same period in
2003, increased in all regions of the world except North America.
Net sales declined 3% in North America and increased 13% in
Europe, 23% in Asia Pacific and 20% in Latin America.

Reported profit from operations in the first quarter of 2004 was
$49 million, compared with $61 million for the same period in
2003. Profit from ongoing operations(2) in the first quarter of
2004 was $61 million, compared with $60 million in the first
quarter of 2003.

"Overall, the first quarter was a continuation of the conditions
we saw throughout 2003," said Craig Rogerson, President and Chief
Executive Officer. "Aqualon continues to deliver solid results
across its portfolio of products and markets. Pulp and Paper
results were on par with both the first and fourth quarter of 2003
with the North American containerboard market showing signs of
recovery and other markets remaining challenging. FiberVisions'
earnings were down due to continuing volume losses resulting from
substitution in diaper coverstock applications and due to high
polypropylene costs. Pinova delivered improved volumes but margins
were negatively impacted by higher raw material and non-cash
pension costs and lower tolling credits. All of our businesses are
challenged by higher non-cash pension expenses, which have
increased by approximately $20 million for the year 2004 versus
2003, and persistently high raw material, energy and freight
costs. In spite of these challenges, we expect to continue to
deliver improved results."

Interest and debt expense, which includes preferred securities
distributions, was $30 million in the first quarter of 2004, down
$4 million compared with the first quarter of 2003, reflecting
lower outstanding debt balances. Total debt, including the
preferred securities, was $1.309 billion at the end of the first
quarter 2004, a decrease of $39 million from year-end 2003.

Capital spending was $10 million in the first quarter. Cash
outflows for severance were $1 million. The Company contributed
$40 million to its U.S. pension fund in the quarter.

On April 8, 2004, the Company closed the refinancing of its senior
bank credit facility with a new $400 million term loan and a $150
million revolving credit facility and a $250 million private
offering of 6 3/4% senior subordinated notes due 2029. The
proceeds of the bank refinancing and the note offering will be
used to refinance the existing bank credit facility, redeem the
9.42% trust preferred junior subordinated interest debentures due
2029 and for general corporate purposes. The refinancing will
result in a non-cash write-off of approximately $14 million of
unamortized debt issuance costs in the second quarter of 2004, but
is expected to yield annual cash interest savings of approximately
$10 million.

               Segment Results -- Reported Basis

In the Performance Products segment (Aqualon, Pulp and Paper), net
sales in the first quarter grew 8%, while profit from operations
declined 7% compared with the same quarter in 2003.

In the Pulp and Paper Division, net sales in the first quarter
grew 6% and profit from operations decreased 14% compared with the
first quarter of 2003. Growth in sales compared with the first
quarter of 2003 was driven by a 7% positive impact from rate of
exchange and a 3% increase in volume, partially offset by 4% of
unfavorable product mix. Prices in the aggregate were flat. Profit
from operations was negatively impacted by a charge for asset
impairments and severance (approximately $4 million) related to
the further consolidation of manufacturing facilities and higher
non-cash pension expenses, offset in part by favorable rate of
currency exchange. The facilities consolidation, which is
scheduled to occur this year, will result in approximately $1 to
$2 million of annual cost savings.

Aqualon's net sales in the first quarter increased 12% while
profit from operations declined 3% compared with the first quarter
of 2003. Growth in sales compared with the first quarter of 2003
was driven by an 11% positive impact from volume and a 7% benefit
from rate of exchange, offset in part by a 6% negative impact from
product mix. Prices in the aggregate were flat. Profit from
operations was negatively impacted by an asset impairment
(approximately $4 million) and higher non-cash pension expenses
partially offset by improved volumes and rate of exchange
benefits. The unit operation that was impaired will be taken out
of service later this year with the facility procuring the
materials from a third party source. This outsourcing will result
in annual savings of approximately $1 million.

In the Engineered Materials and Additives segment (FiberVisions,
Pinova), net sales in the first quarter decreased 2% compared with
the first quarter of 2003. Profit from operations decreased $4
million compared with the first quarter of 2003.

First quarter 2004 net sales in FiberVisions decreased 6% compared
with the same period in 2003. Profit from operations declined by
$2 million compared with the first quarter of 2003. The net sales
decline was driven by 14% lower volume, partially offset by a 6%
benefit from rate of exchange and a 2% increase in prices. Fibers
used in diaper coverstock declined at a faster rate than
replacement volume from the growing disposable wipes market. In
addition to the effect of lower volumes, profit from operations
was negatively impacted by the continued run up of polypropylene
costs.

Pinova's net sales in the first quarter increased 9% compared to
the first quarter 2003. Results of operations were a $2 million
loss in the first quarter of 2004 versus breakeven in the prior
year. The net sales increase was driven by a 19% positive impact
of higher volume, offset in part by 7% of negative product mix and
a 3% negative impact from lower prices. Profit from operations was
negatively impacted by higher raw material and non-cash pension
costs and lower tolling credits.

                          Outlook

"We are committed to our targets of double-digit earnings per
share growth and significantly higher free cash flows in 2004
compared to 2003," said Mr. Rogerson. "We remain focused on our
strategy of bringing value to our customers, increasing our
competitive advantage, improving productivity and strengthening
our balance sheet to deliver significant value to our investors."

Capital expenditures are expected to be $70 million for 2004,
approximately equal to depreciation.

The Company will maintain its practice of not providing quarterly
earnings guidance.

Hercules manufactures and markets chemical specialties globally
for making a variety of products for home, office and industrial
markets. For more information, visit the Hercules website at
http://www.herc.com/

                        *   *   *

As reported in the Troubled Company Reporter's March 24, 2004
edition, Standard & Poor's Ratings Services revised the outlook on
Hercules Inc. to stable from positive.

The outstanding ratings including the 'BB' corporate credit rating
on this Wilmington, Del.-based company were affirmed. Standard &
Poor's also assigned its 'B+' rating to Hercules' proposed $250
million senior subordinated notes due 2034. At the same time,
Standard & Poor's assigned its 'BB' senior secured bank loan
rating and its recovery rating of '2' to the company's proposed
$150 million revolving credit facility due 2007 and $400 million
term loan due 2010, based on preliminary terms and conditions. The
'BB' rating is the same as the corporate credit rating; this and
the '2' recovery rating indicate that bank lenders can expect
substantial (80%-100%) recovery of principal in the event of a
default.

The outlook revision reflects a slower-than-expected strengthening
of the financial profile given higher potential asbestos-related
obligations and the replacement of preferred securities, which had
some equity-like characteristics, with debt.

The ratings reflect Hercules' sizable debt burden and some
exposure to asbestos litigation. These weaknesses are partially
offset by Hercules' position as one of the larger specialty
chemical companies in North America with annual revenues of
approximately $1.8 billion, respectable operating margins, and
prospects for improving cash flow generation.


INTERNATIONAL STEEL: Reports Increased Sales & Net Income for Q1
----------------------------------------------------------------
International Steel Group Inc. (NYSE: ISG) reported first-quarter
2004 net income of $70.9 million, or $0.68 per diluted share. For
the first quarter of 2003, the Company reported a net loss of $2.3
million. However, comparisons to that quarter are not meaningful
because the acquisition of Bethlehem Steel Corporation's assets in
May 2003 more than doubled the size of ISG and significantly
improved its product and customer mix.

Net income in the first quarter of 2004 improved significantly
compared with fourth-quarter 2003 net income of $24.9 million. The
Company reported a loss of $0.57 per diluted share in the fourth
quarter of 2003 after a "deemed dividend" related to its initial
public offering.

Net sales increased 25% in the first quarter to $1.8 billion from
$1.4 billion in the previous quarter. Operating income improved
63% over the same period to $86.5 million.

Shipments increased about 10% from the fourth quarter of 2003 as
demand from all markets continued strong. The average net sales
per ton shipped was $458 for the first quarter compared with $405
in the fourth quarter. Prices have risen as a result of strong
demand and surcharges to recover increased raw material costs. The
Company's product mix also continues to improve as value-added
cold-rolled and coated shipments increased to 42% of total
shipments in the first quarter of 2004 from 38% in the fourth
quarter of 2003.

ISG's Chief Executive Officer Rodney B. Mott said, "We saw
excellent market strength in the first quarter as increased
demand, higher selling prices and improved product mix more than
offset the rise in raw material costs. We continue to see the
positive impact of the Bethlehem integration that will enable us
to take advantage of the strong market going forward to improve
our bottom line."

                      Inventory Valuation

Cost of sales for the first quarter of 2004 and the fourth quarter
of 2003 was about 90% of sales. Effective January 1, 2004, ISG
adopted the last-in, first-out (LIFO) cost method of accounting
for substantially all inventories not previously accounted for on
the LIFO method, including moving from LIFO pools for each
operation to a single LIFO pool. The LIFO provision for the first
quarter of 2004 was approximately $103 million, principally for
higher costs of coke, iron ore, steel scrap and coal.

                       Financing Expense

Financing expense in the first quarter declined from the previous
quarter following the payoff of certain debt with proceeds from
ISG's December 2003 initial public equity offering. The fourth
quarter of 2003 also included writing off deferred financing fees
related to that debt.

                  Estimated Effective Tax Rate

The estimated effective tax rate for 2004 is about 7% of pretax
income. The Company provided a full valuation allowance on its net
deferred tax asset in 2003. As a result, going forward, the
provision for income taxes will typically reflect only what the
Company expects to pay until the valuation allowance is reduced.
The estimated effective income tax rate for 2004 is lower than the
expected rate of about 40% for federal and state income taxes
because the Company can recognize some of that deferred tax asset
based on current and projected 2004 results.

                   Liquidity and Cash Flow

At March 31, 2004, ISG's liquidity, defined as its cash position
and remaining availability under its revolving credit facility,
was $405.2 million. This consisted of $201.0 million of cash and
available borrowing capacity of $204.2 million. As of December 31,
2003, the Company's liquidity was $432.7 million.

Cash provided by operating activities for the first quarter 2004
was $46.8 million. Receivables were higher as a result of higher
sales in the current period. Inventory quantities declined during
the first quarter of 2004 and the higher unit costs were included
in cost of sales as a result of adopting the LIFO method of
accounting for substantially all inventories. The Company also
made advances to secure certain coke in the international market,
which increased prepaid and other current assets during the
quarter. Higher prices for raw materials also resulted in higher
accounts payable at the end of the quarter. During the quarter,
the Company also made certain required contributions to the United
Steelworkers of America (USWA) pension plan and continued to make
payments under the transition assistance program with the USWA.

Capital expenditures were $27.5 million in the first quarter of
2004. The Company anticipates capital expenditures to total about
$300 million for the full year, of which about $100 million is for
strategic purposes excluding any potential acquisitions. Proceeds
from asset sales were $5.8 million in the first quarter. The
Company expects proceeds of about $50 million in the remainder of
2004 from sales of surplus assets.

In April 2004, ISG issued $600 million aggregate principal amount
of 6.5% Senior Notes due 2014 that were sold at 99.096% of par
resulting in an effective yield to maturity of 6.625%. Certain
proceeds were used to repay outstanding debt totaling $323.1
million. The remaining funds will be used to pay down other debt,
for strategic investments and for general corporate purposes.

The Company is currently in discussions with lenders to replace
its current credit facilities with a new arrangement that provides
more liquidity and fewer covenants. These discussions are expected
to be completed by the third quarter of this year.

                  Weirton Steel Acquisition

On April 22, ISG's bid to acquire the assets of Weirton Steel
Corporation was approved by the U.S. Bankruptcy Court. The
acquisition was previously approved by both companies' boards of
directors. Following completion of the Weirton acquisition, which
is expected to close in the second quarter of 2004, ISG believes
it will be the largest integrated steel producer in North America.

"This acquisition is consistent with ISG's strategy to be a leader
in consolidating steel assets on a basis that will enhance
stockholder value," Mott said. "As with our previous acquisitions,
we will move swiftly to integrate the Weirton employees and
operations into the ISG culture."

The acquisition price is approximately $255 million, including
ISG's assumption of certain liabilities. ISG has the ability to
finance the cash portion of the acquisition from existing cash and
credit arrangements.

               Outlook for the Second Quarter

Production is expected to increase in the second quarter of 2004,
however, shipments are expected to remain relatively unchanged due
to a significant reduction in inventory that occurred in the first
quarter 2004. Realized selling prices are expected to increase by
approximately $50 per ton over the first quarter of 2004. The
Company also believes there will be adequate availability of coke
supplies. Although the full impact of the current spot coke prices
will increase ISG's production costs in the second quarter of
2004, the Company expects that the positive trends on realized
selling prices due to previously announced price increases should
more than offset the expected production cost increase. Therefore,
the outlook remains positive, with income from operations expected
to rise significantly in the second quarter of 2004.

               About International Steel Group Inc.

International Steel Group Inc. is the second largest integrated
steel producer in North America, based on steelmaking capacity.
The Company has the capacity to cast more than 18 million tons of
steel products annually. It ships a variety of steel products from
11 major steel producing and finishing facilities in six states,
including hot-rolled, cold-rolled and coated sheets, tin mill
products, carbon and alloy plates, rail products and semi-finished
shapes serving the automotive, construction, pipe and tube,
appliance, container and machinery markets.

As reported in the Troubled Company Reporter's April 6, 2004
edition, Standard & Poor's Ratings Services assigned its 'BB'
rating to Richfield, Ohio-based steel manufacturer International
Steel Group Inc.'s (ISG) proposed $600 million senior unsecured
notes due 2014. Standard & Poor's at the same time affirmed its
'BB' corporate credit rating and 'BB+' senior secured bank loan
rating on the company. The outlook is positive.

The ratings on ISG reflect its leading market position in the
highly cyclical and competitive North American steel industry, its
competitive cost position, and moderate financial policies. ISG
was formed through the acquisitions of bankrupt steel companies
LTV, Acme, and Bethlehem Steel. Unlike some other unionized steel
producers, ISG does not have burdensome legacy costs, or the high
number of employees it had before these acquisitions. ISG is
expected to fully realize its estimated annual cost savings of
$250 million in 2004, because it has reduced headcount at
Bethlehem by 3,100. These combined savings provide a meaningful
cost advantage compared with competing unionized steel companies
in the U.S. that are facing rising labor and legacy costs. ISG's
management uses a mini-mill strategy, such as establishing
flexible work rules and profit sharing. ISG plans to implement a
similar strategy with Weirton, and already has an agreement for a
new contract with Weirton's unions similar to its existing
contracts, including reducing labor by about one-third, and
establishing more flexible work rules and benefits. Nevertheless,
although some of its costs have become more variable, this remains
a business with a high degree of operating leverage, and requires
the company to operate at high levels of capacity utilization to
remain profitable.


KAISER ALUMINUM: Working with Lenders to Amend DIP Facility
-----------------------------------------------------------
In a Form 10-K filed with the Securities and Exchange Commission,
Kaiser Aluminum and Chemical Corporation President and CEO, Jack
A. Hockema, discloses that at February 29, 2004, the Debtors had
$13.6 million in cash and cash equivalents and $172.2 million of
available credit under the DIP Facility's borrowing base formula.

Mr. Hockema relates that in March 2004, the Debtors received a
waiver from the DIP Facility lenders in respect of a financial
covenant, for the quarter ended December 31, 2003, and
measurement periods through May 31, 2004.  Pursuant to the
waiver, the Debtors agreed to reduce the available amount of the
borrowing base by $25 million.

The Debtors are currently working with the DIP Facility lenders
to complete an amendment that is anticipated to:

   (a) reset the financial covenant based on more recent
       forecasts;

   (b) authorize, within certain parameters, the sale of the
       Debtors' interests in and related to:

          (i) Alumina Partners of Jamaica;

         (ii) Queensland Alumina Limited;

        (iii) the alumina refinery in Gramercy, Louisiana and
              Kaiser Jamaica Bauxite Company; and

         (iv) Volta Aluminum Company Limited; and

   (c) reduce the availability of the fixed asset subcomponent to
       a level that, by emergence, will be based on advances
       solely in respect of machinery and equipment at the
       fabricated products facilities.

While the effect of the amendment will be to reduce overall
availability, assuming the commodity assets are sold, the Debtors
anticipate that once amended, availability under the DIP Facility
will likely be in the $50 million to $100 million range and that
amount should be adequate for the fabricated products operations.
The Debtors' belief is based on the fact that it was the
commodities' assets and operations that subjected them to the
most variability and exposure both from a price risk basis as
well as from an operating perspective.

The Debtors anticipate that they will be successful in completing
an amendment to the DIP Facility in time to bring it to the
Bankruptcy Court for approval at the May 2004 Omnibus Hearing.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation
operates in all principal aspects of the aluminum industry,
including mining bauxite; refining bauxite into alumina;
production of primary aluminum from alumina; and manufacturing
fabricated and semi-fabricated aluminum products.  The Company
filed for chapter 11 protection on February 12, 2002 (Bankr. Del.
Case No. 02-10429).  Corinne Ball, Esq., at Jones, Day, Reavis &
Pogue, represent the Debtors in their restructuring efforts. On
September 30, 2001, the Company listed $3,364,300,000 in assets
and $3,129,400,000 in debts. (Kaiser Bankruptcy News, Issue No.
42; Bankruptcy Creditors' Service, Inc., 215/945-7000)


KSAT SATELLITE: Intends to Delist Stock from TSX Venture Exchange
-----------------------------------------------------------------
KSAT Satellite Networks Inc. announced that on April 29, 2004 the
directors of KSAT passed a resolution authorizing KSAT to delist
its shares from the NEX board of the TSX Venture Exchange, where
they currently trade under the trading symbol "KSA.H".

Notwithstanding the failure to obtain the approval of a majority
of the minority of the shareholders of KSAT to the delisting
resolution proposed at the Annual and Special Meeting held on June
20, 2003, KSAT has been advised by the TSX Venture Exchange that
it will not object to KSAT's delisting in the circumstances. The
shares of KSAT will not be delisted from the NEX board of the TSX
Venture Exchange until 10 business days after an Exchange bulletin
is issued announcing the delisting.

KSAT is in the course of winding up and dissolving under the
Business Corporations Act (Yukon), as approved by a special
resolution of the shareholders of KSAT at the Annual and Special
Meeting held on June 20, 2003.

The distribution of KSAT's assets pursuant to the dissolution
proceedings is subject to a settlement agreement with KSAT's two
largest shareholders and secured creditors, and as the proceeds of
liquidation will not exceed the amounts owed to them, KSAT does
not expect other shareholders to receive any value as a result of
the dissolution.

Due to the onerous requirements of maintaining reporting issuer
status and complying with disclosure obligations, the directors of
KSAT are of the view that it is in the best interests of KSAT to
delist its shares from the NEX board of the TSX Venture Exchange
so that KSAT is then able to make an application to the British
Columbia Securities Commission and the Alberta Securities
Commission for an order that KSAT be deemed to have ceased to be a
reporting issuer, in accordance with the resolution approved by
the shareholders of KSAT at the Annual and Special Meeting held on
June 20, 2003, the Securities Act (British Columbia) and the
Securities Act (Alberta).

This will enable KSAT to complete its dissolution proceedings in a
more timely and cost-efficient manner, without further depletion
of the assets that would otherwise be distributed to KSAT's
creditors. Prior to commencing dissolution proceedings, KSAT was
in the satellite telecommunications business in China.


LIBERATE TECHNOLOGIES: Files Chapter 11 Petition in Delaware
------------------------------------------------------------
Liberate Technologies (Pink Sheets: LBRT), a leading provider of
software for digital cable systems, announced it had filed a
voluntary petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code to resolve certain outstanding liabilities, reduce
costs and strengthen its financial position.

Liberate intends to promptly file a Plan of Reorganization in the
U.S. Bankruptcy Court in Delaware providing for the payment of
100% of valid creditor claims. Stockholder interests will not be
impacted by the Plan. Liberate hopes to emerge from bankruptcy
within a period of 4-6 months. During the bankruptcy process,
Liberate expects to operate its business in the normal course,
including continued compliance with active customer and vendor
contracts, and service and support of its cable customers and
their subscribers.

As of February 29, 2004, Liberate had cash and short-term
investments of $222.3 million and $10.9 million in restricted cash
held as security for office leases.

"We believe this filing is in the best interests of our
stockholders, employees and customers," said David Lockwood,
Chairman and CEO of Liberate. "During the reorganization process,
we will continue to execute on our business plan, investing in the
development of our technology platform and delivering our products
and services to existing customers. In addition, we will continue
to aggressively market our software to new customers in order to
grow revenues."

               About Liberate Technologies

Liberate Technologies is a leading provider of software for
digital cable systems. Based on industry standards, Liberate's
software enables cable operators to run multiple services --
including High-Definition Television, Video on Demand, and
Personal Video Recorders -- on multiple platforms. Headquartered
in San Mateo, California, Liberate has offices in Ontario, Canada
and the United Kingdom.


LOEWEN GROUP: Agrees to Settle Eight of Ten IRS Tax Claims
----------------------------------------------------------
During the pendency of the Loewen Group Debtors' chapter 11 cases,
the Internal Revenue Service filed certain proofs of claim against
the Debtors' estates, including:

   Debtor                                           Claim Amount
   ------                                           ------------
   Blalock-Coleman Funeral Home, Inc.                  $7,153.30
   BLH Management, Inc.                               135,664.87
   The Center for Pre-Arranged Funeral Planning        35,386.41
   Dudley M. Hughes Funeral Home, Inc.                  9,015.95
   Kingston Memorial Gardens                            3,200.00
   Ourso Funeral Home, Airline Gonzales, Inc.           2,843.07
   Roselawn Operations, Inc.                           21,051.42
   Spring Hill Cemetery Company                       129,650.53

Each of these claims asserts taxes and related interest and
penalty amounts.  In 2001 and 2002, the Debtors objected to the
allowance of each of these claims, and those objections remain
pending.

Rather than continue litigating the dispute, the parties agree to
a settlement according to these terms:

       (1) The IRS withdraws its claim against Kingston
           Memorial Gardens, with prejudice;

       (2) The claims against each of the remaining Debtors
           are allowed as unsecured claims entitled to
           priority;

       (3) The claims against each of Blalock-Coleman,
           Hughes Funeral Home, and Ourso are allowed in
           the amounts filed;

       (4) The claim against Roselawn Operations is allowed
           but reduced to $10,382.44;

       (5) The claim against Spring Hill Cemetery is allowed
           but reduced to $6,708.59;

       (6) The claim against The Center for Pre-Arranged Funeral
           Planning is allowed but reduced to $256.88;

       (7) The claim against BLH Management is allowed
           but reduced to $13,600.98 against BLH's Chapter 11
           estate and classified in Class 11 under the Plan,
           and paid under the terms of the Plan;

       (8) Any further claims, other than two unresolved
           claims, asserted by the IRS in these cases will be
           disallowed; and

       (9) The Reorganized Debtors will fully satisfy the Allowed
           Priority Claims by paying the IRS $36,360.23.

The Unresolved Claims are:

       -- $56,374.38 against Valley of the Temples Mortuary; and

       -- $59,942.28 against Care Memorial Society.

The parties reserve their rights against each other as to these
claims. (Loewen Bankruptcy News, Issue No. 84; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


MAGELLAN HEALTH: Reports Improved First Quarter Financial Results
-----------------------------------------------------------------
Magellan Health Services, Inc., (Nasdaq:MGLN), reported operating
results for the first quarter of fiscal year 2004. The Company
also reiterated the financial guidance it had provided at its
recent investor conference.

                     Financial Results

For the quarter ended March 31, 2004, Magellan reported net
revenues of $440.2 million and net income of $12.9 million, or
$0.35 per diluted common share, compared with net revenues of
$409.0 million and a net loss of $12.4 million, or $(0.46) per
diluted common share, for the prior year quarter. The Company's
segment profit (net revenue less salaries, cost of care and other
operating expenses plus equity in earnings of unconsolidated
subsidiaries) for the current year quarter was $48.1 million
versus $40.8 million for the prior year quarter.

Steven J. Shulman, chairman and CEO, said, "I am very pleased
that, as we had anticipated, Magellan turned in excellent results
in the first quarter that continue to demonstrate the Company's
good financial health. As focused as we are on our short-term
financial results, however, we are just as focused on developing
the long-term potential of the business. As such, throughout the
remainder of 2004, we expect to make significant investments in
product development and other initiatives, which we believe will
enhance Magellan's prospects for future growth over the long
term."

The Company ended the quarter with $242.2 million in unrestricted
cash and cash equivalents. Cash flow from operations for the
current year quarter was $(3.7) million compared to $35.2 million
in the prior year quarter. Cash flow from operations for the
current year quarter includes net payments of $61.1 million for
liabilities related to the Company's Chapter 11 proceedings.
Excluding the impact from Chapter 11, cash flow from operations
was $57.4 million. There are currently no loans outstanding on the
Company's $50.0 million revolving credit facility.

                           Outlook

As previously announced at its April 14 investor conference in New
York City, the Company expects to generate net income of $36
million to $56 million and segment profit in the range of $160
million to $180 million for fiscal year 2004.

Mark S. Demilio, chief financial officer, said, "The results for
the quarter were in line with our expectations as reflected in our
financial guidance for the year. Furthermore, the financial
results for subsequent quarters will be affected by known contract
terminations, the impact of product development and other
investments by the Company and other factors. Therefore, we remain
comfortable with the financial guidance we provided earlier this
month."

Shulman added, "Magellan's financial health - strong operating
results and a strong balance sheet - allows management to position
the Company for growth over the next three to five years. As we
build a successful future for Magellan, we plan to execute on
three main goals in 2004 - focus on maintaining our core business;
continue efforts to improve efficiency and manage expenses; and
identify innovative products to position the Company for future
growth. I am very pleased that we continue to make progress in all
three areas and I am excited by the opportunities before us."

Magellan Health Services is headquartered in Columbia, Maryland,
and is the leading behavioral managed healthcare organization in
the United States.  Its customers include health plans,
corporations and government agencies.  The Company filed for
chapter 11 protection on March 11, 2003, and confirmed its Third
Amended Plan on October 8, 2003.  Under the Third Amended Plan,
nearly $600 million of debt dropped from the Company's balance
sheet and Onex Corporation invested more than $100 million in new
equity.


MALAN REALTY: Raises $8.7 Million from Sale of Three Properties
---------------------------------------------------------------
Malan Realty Investors, Inc. (NYSE: MAL), a self-administered real
estate investment trust (REIT), announced it has completed the
sale of three properties totaling 392,736 square feet. Net
proceeds from the sales were $8.7 million.

Broadway Center, at 101 W. Lincoln Highway in Merrillville,
Indiana is a 177,692 square-foot property anchored by Kmart. It
was sold to Kmart. A 106,084 square-foot Kmart property at 151 E.
Riverside Boulevard in Loves Park, Illinois, was sold to an
individual. A Topeka, Kansas property, located at 240 E. 29th
Street, houses a Harbor Freight Tools store and consists of
108,960 square feet of space. It was acquired by KDL, Inc.

Malan also announced it is calling the balance of its 9.5%
Convertible Subordinated Debentures due July 15, 2004 for
redemption on June 1, 2004. The Debentures will be redeemed at
par, plus accrued but unpaid interest, and retired. The aggregate
principal balance of the Debentures is currently $7.1 million.

"We are pleased to complete the redemption of the convertible
subordinated debentures well in advance of their due date," said
Jeffery Lewis, chief executive officer of Malan Realty Investors.
"This is an important landmark in our strategy to de-leverage the
company and create liquidity for the stockholders. Property sales
are also progressing well, and we are pleased with our progress to
date and the prospects for selling additional properties in the
future."

The Debentures currently trade on the New York Stock Exchange
under the CUSIP number 561063-AA-6001. Prior to 5:00 p.m., Eastern
Time, on June 1, 2004, holders of Debentures may convert their
Debentures into shares of Malan common stock at a price of $17.00
per share, or approximately 58.82 shares per $1,000 principal
amount of Debentures. Cash will be paid in lieu of fractional
shares. On April 29, 2004, the closing price of Malan common stock
on the New York Stock Exchange was $4.93 per share.

Holders of Debentures who do not convert their Debentures into
Malan common stock will have such Debentures redeemed on June 1,
2004. Upon redemption, they will receive $1,035.89 per $1,000
principal amount of Notes (consisting of the redemption price of
$1,000 plus accrued and unpaid interest thereon from January 15,
2004 up to but not including June 1, 2004 of $35.89). No further
interest will accrue thereafter on Debentures called for
redemption.

A notice of redemption is being mailed to all registered holders
of the Debentures. Copies of the notice of redemption may be
obtained from The Bank of New York, the paying agent and
conversion agent, by calling Roxane Ellwanger at (312) 827-8574.
The address of The Bank of New York is 2 N. LaSalle Street, Suite
1020, Chicago, Illinois 60602.

Malan Realty Investors, Inc. owns and manages properties that are
leased primarily to national and regional retail companies. In
August 2002, the company's shareholders approved a plan of
complete liquidation. The company owns a portfolio of 21
properties located in seven states that contains an aggregate of
approximately 1.5 million square feet of gross leasable area.


MEDIABAY INC: New Senior Debt Facility Extends Debt Maturities
--------------------------------------------------------------
MediaBay, Inc. (Nasdaq: MBAY), a leading audio media marketing
company, announced the conclusion of a material refinancing and
restructuring of its balance sheet.

The Company received $8.6 million of funds upon closing a new
senior debt facility of $9.5 million and concurrently extended
approximately $7.4 million of current debt into long-term
obligations.

MediaBay will use a portion of the proceeds from the new senior
debt facility to pay off approximately $4.2 million in current
debt, and will then have approximately $4.4 million in additional
working capital. In addition, the conversion of another
approximately $4.4 million in debt and accrued expenses to equity
has been agreed to with the holders pending receipt by the
Company's Board of Directors of a fairness opinion from an
independent investment banking firm.

"The conclusion of our balance sheet restructuring and the pending
conversion of debt to equity are two significant benchmarks in our
turnaround efforts," stated MediaBay CEO Jeffrey Dittus. "We
believe that when these transactions are completed, the resulting
improvements to the Company's balance sheet will adequately
address the concerns which gave rise to our auditors' going
concern opinion."

Commenting on the Company's accomplishments during 2004, Mr.
Dittus said, "The completion of these transactions will add to the
growing list of achievements to date in 2004: We will have raised
more than $12.6 million in gross proceeds from new debt and
equity. We will have extended the terms on approximately $7.4
million of subordinated debt and increased our equity by
approximately $8.0 million. Moreover, we have significantly
reduced our payables and accrued expenses and provided the Company
with significant additional working capital.

"Going forward we now have greater financial flexibility to invest
in new Internet-based information technology systems and enhance
our download capability, expand our marketing programs and build
out our direct response 'Radio Classics' radio network."

MediaBay, Inc. (Nasdaq: MBAY) is a multi-channel, media marketing
company specializing in the $800 million audiobook industry and
old-time radio distribution. MediaBay's industry-leading content
library includes over 60,000 classic radio programs, 3,500 film
and television programs and thousands of audiobooks. MediaBay
distributes content through more than 20 million direct mail
catalogs; streaming and downloadable audio over the Internet; over
7,000 retail outlets; and a 260 station syndicated radio show. For
more information on MediaBay, visit http://www.MediaBay.com/


MIRANT: Canadian Debtors Ask Court to Approve Plan of Arrangement
-----------------------------------------------------------------
Mirant Canada Energy Marketing, Ltd., and Mirant Canada Energy
Marketing Investments, Inc., ask Madam Justice Kent to approve
and sanction their Plan of Compromise and Arrangement pursuant to
the provisions of the Companies' Creditors Arrangement Act, as
amended.

Frank R. Dearlove, Esq., at Bennett Jones, LLP, in Calgary,
Alberta, informs the CCAA Court that on April 16, 2004, a meeting
of Affected Creditors was held at the offices of Bennett Jones,
LLP, in Calgary to vote on the Plan.  PricewaterhouseCoopers,
Inc., chaired the meeting.

The Monitor reports that during the April 16 meeting, 28 Affected
Creditors, which represent $89,845,944 of the $90,334,967 total
proven Affected Claims, unanimously voted to approve the Plan of
Arrangement.

The Canadian Debtors intend to distribute payment pursuant to the
Plan on May 3, 2004 prior to the expiry of the appeal period.
Any party wishing to appeal any Order sanctioning the Plan must
obtain a stay of proceedings prior to May 3, 2004.

Rod Pocza, President of the Canadian Debtors, believes that the
Plan of Arrangement is fair, reasonable and is in the best
interest of the Canadian Debtors and their creditors.  All of the
statutory requirements have been met for approval of the Plan,
Mr. Pocza says.

                          *     *     *

The CCAA Court rules that, without limiting the provisions of the
Claims Procedure:

   (a) an Affected Creditor that did not receive a Notice of
       Claim or file a Proof of Claim is forever barred from
       making any Claim against the Petitioners and will not be
       entitled to any distribution under the Plan, and that
       the Affected Creditor's Claim is forever extinguished;
       and

   (b) an Affected Creditor that did not receive a Notice of
       Claim and did not file a Notice of Dispute of Claim is
       forever barred from proving an Affected Claim except for
       the Affected Creditor's Claim set out in that Notice of
       Claim.

Madam Justice Kent declares that:

   -- the Plan is sanctioned pursuant to section 6 of the CCAA;

   -- the Plan Implementation Date and the Plan is and will be
      binding on all Affected Creditors and the Canadian Debtors
      are authorized to take all necessary actions to enter
      into, implement and consummate the contracts, instruments,
      releases, leases, indentures and other agreements or
      documents, if any, to be created in connection with the
      Plan.

Furthermore, the Court directs Enron Canada Corporation, as soon
as possible after its receipt of payment of the Dividend Amount,
to withdraw the Bankruptcy Petition without costs.  The CCAA
Order will constitute a good and sufficient basis for the
withdrawal.  Enron will have leave pursuant to Section 43(14) of
the Bankruptcy and Insolvency Act to withdraw the Petition.

Madam Justice Kent also orders that:

   -- The substantive consolidation of the Canadian Debtors in
      the Plan is only for purposes of treating Affected Claims
      under the Plan and will not affect their legal and
      corporate structures or cause any of them to be liable for
      any claim for which it otherwise is not liable and the
      liability of any Canadian Debtor for any claim will not be
      affected by the substantive consolidation;

   -- As of the Distribution Date, all the Affected Claims of
      Affected Creditors will be permanently stayed and without
      recourse as against the Canadian Debtors and any Affected
      Claim of an Affected Creditor which has been made through
      a proceeding in the CCAA Court is discontinued without
      costs against the Canadian Debtors and the Order may be
      filed in any proceedings to effect the dismissal;

   -- Any and all Persons will be and are stayed from
      commencing, taking, applying for or issuing or continuing
      any and all steps or proceedings;

   -- Except as otherwise compromised or affected by the terms
      of the Plan, all obligations or agreements to which any of
      the Canadian Debtors is a party and have not be otherwise
      terminated by the Canadian Debtors will be and remain in
      full force and effect unamended as of the Effected Date;

   -- From and after the Plan Implementation Date, all Persons
      will be deemed to have waived any and all defaults then
      existing or previously committed by any of the Canadian
      Debtors;

   -- The Administrative Charges will be terminated, discharged
      and releases as against the Canadian Debtors and their
      Property upon the later of:

      (a) expiry of the stay;

      (b) payment in full of all amounts secured by the charge;
          or

      (c) the Plan Implementation Date;

   -- The Canadian Debtors will not be released from their
      obligation to pay the fees and expenses of the Monitor,
      its counsel and the Canadian Debtors' counsel;

   -- The Monitor has satisfied all of its obligations required
      pursuant to the CCAA and it has not liability in respect
      of any information disclosed in the CCAA Proceedings;

   -- Upon the Monitor's filing of Report confirming payment in
      compliance with the terms of the Plan,
      PricewaterhouseCoopers, Inc., will be discharged from its
      duties as Monitor, effective on the later of the Plan
      Implementation Date or the expiry of the Stay Period;

   -- Effective on the Distribution Date, any and claims against
      the Monitor, in connection with the performance of its
      duties as Monitor up to and including the Distribution
      Date, will be stayed, extinguished and forever barred;

   -- The Order will not affect or limit the ability of Brian
      Chrumka to advance the claims made by motion dated
      March 18, 2004 and the claims will not be prejudiced by
      the Order.  Mr. Chrumka's claim will be determined in
      accordance with the approved Claims procedure and other
      Court orders;

   -- No claims of the U.S. Proceedings Debtors will be deemed
      to have been compromised, affected, released or made
      without recourse as against the Canadian Debtors;

   -- The Affected Creditors' ability to pursue further rights
      and remedies, if any, for deficiencies against any of the
      U.S. Proceedings Debtors in respect of any and all
      guarantees will not be compromised;

   -- From and after the Distribution Date, the Canadian Debtors
      are not required to maintain the records as required by
      the Initial Order; and

   -- On the Distribution Date, each of the Canadian Debtors and
      the Monitor's Released Party will be released and
      discharged from any and all demands, claims, actions, or
      any liabilities any Person may be entitled to assert in
      connection with Affected Claims, the business affairs of
      any of the Canadian Debtors, the issue of any securities
      by any one of the Canadian Debtors, the Plan, the CCAA
      Proceedings and the U.S. Proceedings.

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


NATIONAL ENERGY: TransCanada Wins Bid for Gas Transmission Unit
---------------------------------------------------------------
National Energy & Gas Transmission, Inc. (NEGT) announced that it
has accepted TransCanada Corporation's bid to acquire NEGT's
subsidiary, Gas Transmission Northwest Corporation. The purchase
price is $1.703 billion, which includes $500 million of assumed
debt. The period established by the bankruptcy court for the
submission of competing bids has recently terminated.

A hearing before the bankruptcy court to approve the sale will be
held on May 12. Pending an affirmative order by the bankruptcy
court, NEGT anticipates the sale will be completed during this
quarter or early next quarter.

GTN is a natural gas pipeline company that owns and operates two
pipeline systems -- the Gas Transmission Northwest pipeline and
North Baja pipeline. The sale of the North Baja pipeline is
subject to a right of first refusal.

The Gas Transmission Northwest pipeline system consists of more
than 1,350 miles of pipeline extending from a point near
Kingsgate, British Columbia, on the British Columbia-Idaho border,
to a point near Malin, Oregon on the Oregon-California border. The
natural gas transported on this pipeline originates primarily from
supplies in Canada for customers located in the Pacific Northwest,
Nevada and California.

The North Baja pipeline is an 80-mile system. It extends from a
point near Ehrenberg, Arizona to a point near Ogilby, California
on the California- Baja California, Mexico border. The natural gas
transported on this system comes primarily from supplies in the
southwestern United States for markets in Northern Baja
California, Mexico.

On Wednesday, a bankruptcy court hearing was held on NEGT's Plan
of Reorganization. The company anticipates that an order will be
signed shortly approving the plan. NEGT expects that it will
satisfy the other conditions to its emergence from bankruptcy in
late May or early June.

Headquartered in Bethesda, Md., NEGT's other subsidiaries own more
than 4,700 megawatts of electric generating facilities across the
country and a 5.2 percent ownership in the Iroquois Gas
Transmission System.


NORTEL: S&P Lowers Lease Pass-Through Trust 2001-1 Rating to B-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Nortel
Networks Lease Pass-Through Trust series 2001-1 to 'B-' from 'B'.
At the same time, the CreditWatch status is revised to developing
from negative. The rating was originally placed on CreditWatch
negative on March 11, 2004.

The rating on Nortel Networks Lease Pass-Through Trust is
dependent on the corporate credit rating of Nortel Networks Ltd.
(Nortel), which was lowered to 'B-' from 'B' on April 28, 2004.
Concurrently, the CreditWatch status of the rating on Nortel was
revised to developing from negative.

The rating on the pass-through trust certificates reflects
security interests in five single-tenant, office/research and
development buildings leased to Nortel. Nortel guarantees the
payment and performance of all obligations of the tenant under the
leases.


OMEGA HEALTHCARE: Will Present at Deutsche Bank's May 4 Conference
------------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) announced that it will
be making a presentation at the 29th Annual Health Care Conference
hosted by Deutsche Bank Securities, Inc. on Tuesday, May 4, 2004
at 3:00 p.m., in Baltimore, Maryland.

Those interested in hearing a live webcast of the presentation can
log onto the Company's website at http://www.omegahealthcare.com/
where a direct link to the live webcast and slide presentation
will be available. Replays of the webcast, as well as the slide
presentation, will be available for 30 days after the conference
and can be accessed via link from the Company's website.

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

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

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

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


ONESOURCE TECHNOLOGIES: Posts $884,338 Deficit at Dec. 31, 2003
---------------------------------------------------------------
OneSource Technologies, Inc., (OTCBB:OSRC) reported consolidated
revenues of $3.08 million for the year ended December 31, 2003, a
4% increase over year-end 2002 revenues of $2.9 million. Operating
Profit of $52 thousand (less than $0.00 per share) and Net Loss of
$433 thousand ($0.01 per share) were also reported for the year-
ended December 31, 2003 compared to Operating Income and Net
Income of $192 thousand (less than $0.00 per share) and $16
thousand (less than $0.00 per share) respectively for the year
ended December 31, 2002.

"2003 operating results reflect the Company's break from the past
with the inclusion of one-time charges against income for
settlement of all outstanding legacy litigation matters and the
discontinuance of the Company's toner remanufacturing operations,"
said Michael Hirschey, CEO of the Company. "A number of disputes
arising in prior years related to certain shareholder matters were
resolved during the year so the Company could move forward
unimpeded with its strategic plans," continued Hirschey.

"As part of the new management team's analysis of the Company's
operations, we found that the remanufactured toner products
industry had matured and is now represented by fewer well
capitalized mega-remanufactures. Consequently, management and the
board determined the Company should discontinue its
remanufacturing efforts and their associated costs, and focus
instead on sales and marketing of toner products on behalf of one
or more of these large, well positioned suppliers. Accordingly,
the Company discontinued its toner remanufacturing operations as
of year-end and wrote off its investment in facilities and
equipment related thereto but retained its toner sales and
marketing capabilities," continued Hirschey. "While these charges
to income negatively impacted earnings, management is confident
that by disposing of the disputes and focusing on toner product
sales the Company's future operating results will be significantly
enhanced," concluded Hirschey.

At December 31, 2003, OneSource Technologies' balance sheet shows
a total stockholders' deficit of $884,338.

                  Liquidity and Capital Resources

While operationally things have improved since 2002, liquidity and
financing continued to be a challenge during 2003.

To improve overall cash flow the Company has entered into an
Agreement with a financing institution to provide advance payments
on certain outstanding accounts receivable. At December 31, 2003
the Company owed $132,000 to this institution.

In March 2001, the Company and holders of four of the Company's
notes payable that were due in March and September of 2001 entered
into Note Deferral and Extension Agreements wherein each note
holder agreed to defer all principal payments until July 15, 2001.
The Company agreed to make a twenty-five percent (25%) principal
payment to each note holder on July 15, 2001. The notes' due dates
were subsequently extend to July 15, 2002, but by that date the
Company was unable to make the scheduled partial principal
payments or commence making level monthly principal and interests
payments over the remaining twelve-month period of the notes. As
part of the agreement, the Company also agreed to increase the
interest rates of the notes from their stated twelve to fourteen
percent (12% to 14%) to eighteen percent (18%). The Company has
continued to make timely monthly interest payments to the note
holders. Further, the Company is in communication with the note
holders and believes it will be able to restructure or renegotiate
the terms in a manner that will not adversely impact the Company's
continuing operations. The Company is also engaged in negotiations
with other lenders and investors for the acquisition of outside
financing in case it is not able to satisfactorily restructure the
debt of the present note holders.

At December 31, 2003, the Company had accrued approximately
$48,000 of unpaid payroll taxes, interest and penalties due the
IRS. At the end of June 2002, the Company submitted required
documentation in support of its "Offer In Compromise" previously
filed in 2001 to the IRS. Management believes the Company will be
able to successfully liquidate this liability and that the
ultimate outcome will not have an adverse impact on the Company's
financial position or results of operations. Information has been
provided, the Company is continuing to fully cooperate, and
resolution of this issue should be forthcoming.

                     About OneSource

OneSource is engaged in two closely related and complementary
lines of IT and business equipment support services and products,
1) equipment maintenance services, 2) value added equipment
supplies distribution. OneSource is in the technology equipment
maintenance and service industry and is the inventor of the unique
OneSource Flat-Rate Blanket Maintenance System(tm). This unique
program provides customers with a Single Source for all general
office, computer and peripheral and industry specific equipment
technology maintenance and installation services.

OneSource's Cartridge Care division provides remanufactured toner
cartridges in the south and mountain west and is the supplier of
choice for a number of Fortune 2000 companies in those regions.
OneSource has realigned this division as an outsourced product
sales representative and/or broker on behalf of toner
remanufactures that nationally serve the Fortune 2000 market
segment.


OPRYLAND HOTEL: Fitch Affirms BB Rating on Class E Series 2001
--------------------------------------------------------------
Fitch Ratings affirms Opryland Hotel Trust's commercial mortgage
pass-through certificates, series 2001-OPRY, as follows:

               --$78.7 million class A-2 'AAA';
               --$18.5 million class B 'AA';
               --$39.3 million class C 'A-';
               --$10 million class E 'BB'.

The class A-1 certificates have been paid in full. The $50.7
million class D certificates are not rated by Fitch. The borrower
has exercised the first of two one-year extension options
resulting in a maturity date of March 31, 2005.

Fitch's underwritten net cash flow (NCF), based upon year-end 2003
financial statements, reflects an improvement of 18% from year-end
2002. However, overall NCF remains approximately 30% below
issuance levels. The loan benefits from a cash-trap reserve that
is employed when the trailing twelve-month (TTM) debt service
coverage ratio (DSCR) falls below 1.25 times (x). Due to a cash-
trap event the borrower paid down the mortgage loan from excess
cash flow until the DSCR was equal to 1.25x. As a result of the
cash-trap event, the mortgage balance has been reduced by over $54
million. The loan is now performing above the cash-trap
requirements.

As of the April 2004 distribution date, the transaction balance
has been reduced by 28.3% to $197.2 million, which equates to a
current loan per room of $68,370. The overall decline in the
hotel's performance has been partly mitigated by the partial
prepayment of the mortgage loan due to the cash-trap event, the
improved NCF compared to year-end 2002, and the mezzanine loan
being paid in full.

The certificates represent the beneficial ownership interest in
the trust, which consists of the fee interest in the 2,883-room
full-service Opryland Hotel/Convention Center, located in
Nashville, Tennessee.


PARMALAT GROUP: BofA Reports $120 Million 1st Quarter Exposure
--------------------------------------------------------------
In a conference call on April 14, 2004, James H. Hance, Jr., Vice
Chairman and Chief Financial Officer for Bank of America
Corporation, said that at March 31, 2004, the bank's remaining
exposure to Parmalat was $120,000,000 of loans and derivatives
carried as non-performing, including $105,000,000 supported by
credit insurance.  BofA's Global Corporate and Investment Banking
division charged off $106,000,000 in loans to Parmalat and wrote
down $29,000,000 of derivative exposure during the first quarter
of 2004.  The $106,000,000 Parmalat charge-off was not secured by
insurance.

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)


PENN OCTANE: Planned Asset Spin-Off May Hurt Equity Value
---------------------------------------------------------
Penn Octane Corporation was incorporated in Delaware in August
1992. The Company has been  principally engaged in the purchase,
transportation and sale of liquefied petroleum gas  (LPG). The
Company owns and operates a terminal facility on leased property
in Brownsville, Texas (Brownsville Terminal Facility) and owns a
LPG terminal facility in  Matamoros, Tamaulipas, Mexico (Matamoros
Terminal Facility) and approximately 23 miles of pipelines (US -
Mexico Pipelines) which connect the Brownsville Terminal Facility
to the  Matamoros Terminal Facility.

The Company has a long-term lease agreement for approximately 132
miles of pipeline (Leased Pipeline) which connects ExxonMobil
Corporation's King Ranch Gas Plant in Kleberg County, Texas and
Duke Energy's La Gloria Gas Plant in Jim Wells County, Texas, to
the Company's Brownsville Terminal Facility.

In addition, the Company has access to a twelve-inch pipeline
which connects Exxon's Viola valve station in Nueces County, Texas
to the inlet of the King Ranch Gas Plant as well as existing and
other potential propane pipeline suppliers which have the ability
to access the ECCPL. In connection with the  Company's lease
agreement for the Leased Pipeline, the Company may access up to
21,000,000  gallons of storage located in Markham, Texas (Markham
Storage), as well as other potential propane pipeline suppliers,
via approximately 155 miles of pipeline located between Markham,
Texas and the Exxon King Ranch Gas Plant. The Company sells LPG
primarily to P.M.I. Trading  Limited (PMI).  PMI is the exclusive
importer of LPG into Mexico. PMI is a subsidiary of Petroleos
Mexicanos, the state-owned Mexican oil company (PEMEX).  The LPG
purchased from the Company by PMI is generally destined for
consumption in the northeastern region of Mexico.

The Company has had an accumulated deficit since its inception and
has historically had a  deficit in working capital.  In addition,
significantly all of the Company's assets are pledged or committed
to be pledged as collateral on existing debt in connection with
the  Restructured Notes, the $280,000  Note and the RZB Credit
Facility.  The RZB Credit Facility was to be reduced from $15.0
million to $12.0 million after January 31, 2004.  However,
the RZB Credit Facility has remained at $15.0 million pursuant to
month-to-month extensions.  The Company and RZB are currently in
negotiations to maintain the credit facility at $15.0  million for
a longer term than month-to-month.  The Company may need to
increase its credit facility for increases in quantities of LPG
purchased and/or to finance future price increases of LPG.  The
Company depends heavily on sales to one major customer.  On
December 29, 2003, the Company received notice from PMI that it
was terminating the Contract effective March  31, 2004.  The
Company's sources of liquidity and capital resources historically
have been  provided by sales of LPG, proceeds from the issuance of
short-term and long-term debt,  revolving credit facilities and
credit arrangements, sale or issuance of preferred and common
stock of the Company and proceeds from the exercise of warrants to
purchase shares of the Company's common stock.

In addition to the above, the Company intends to Spin-Off a major
portion of its assets to its stockholders.  As a result of the
Spin-Off, the Company's stockholders' equity will be  reduced by
the amount of the Spin-Off which may result in a deficit in
stockholders' equity and a portion of the Company's current cash
flow from operations will be shifted to the  Partnership.
Therefore, the Company's remaining cash flow may not be sufficient
to allow the Company to pay its federal income tax liability
resulting from the Spin-Off, if any, and  other liabilities and
obligations when due.  The Partnership will be liable as guarantor
on  the Company's collateralized debt discussed in the preceding
paragraph and will continue to pledge all of its assets as
collateral. In addition, the Partnership has agreed to indemnify
the Company for a period of three years from the fiscal year end
that includes the date of the Spin-Off for any federal income tax
liabilities resulting from the Spin-Off in excess of $2.5 million.

If the Company's cash flow from operations is not adequate to
satisfy such payment of liabilities and obligations and/or tax
liabilities when due and the Partnership is unable to  satisfy its
guarantees and/or tax agreement, the Company may be required to
pursue additional debt and/or equity financing. In such event, the
Company's management does not believe that the Company would be
able to obtain such financing from traditional commercial lenders.
In addition, there can be no assurance that such additional
financing will be available on terms  attractive to the Company or
at all. If additional financing is available through the sale  of
the Company's equity and/or other securities convertible into
equity securities through  public or private financings,
substantial and immediate dilution to existing stockholders may
occur. There is no assurance that the Company would be able to
raise any additional capital if needed. If additional financing
cannot be accomplished and the Company is unable to pay its
liabilities and obligations when due or to restructure certain of
its liabilities and  obligations, the Company may suffer material
adverse consequences to its business, financial condition and
results of operations.


PIVOTAL SELF-SERVICE: Going Concern Ability is in Doubt
-------------------------------------------------------
Pivotal Self-Service Technologies Inc.'s balance sheet shows an
accumulated deficit of $9,259,788. at December 31, 2003.  As a
result, Mintz & Partners, LLP in Toronto, the company's auditing
firm, says, "substantial doubt exists about the Company's ability
to continue to fund future operations using its existing
resources."

In order to ensure the success of the new business, the Company is
dependent upon the ability to realize substantial value from its
investment in "available for sale" securities.

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

The Company disposed of the Prime Wireless subsidiary and
received, net 750,000, common shares of a publicly traded entity
called Wireless Age Communications, Inc. (OTCBB:WLSA). The
securities held by the Company represent a 3.7% ownership position
in Wireless Age.

During the three month period ended September 30, 2003 the Company
changed the classification of these securities from held to
maturity to "available for sale". The Company plans to dispose of
these securities over the next twelve months in order to finance
the growth of the battery business. These securities are currently
restricted however the Company believes it will have the ability
to dispose of all of the shares under regulatory rules within
twelve months.

The Company recorded a net loss for the three month period ended
September 30, 2003 of $215,203 compared to net income of $14,339
during the comparative period in the prior year. The net loss from
continuing operations during the three month period ended
September 30, 2003 was $215,203 compared to a net loss of $33,581
in the prior year period. Earnings from discontinued operations
was $47,920 during the three month period ended September 30,
2002.

The year over year increase in loss is primarily the result of the
Company's battery business not yet achieving breakeven results.
Management has taken steps in order to move toward profitability
such as; 1) sublicensed the distribution of Canadian sales to a
related entity thereby significantly reducing fixed costs, 2)
developed a marketing strategy for distributing batteries in the
United States through regional sales rep groups, and 3)
renegotiated a joint venture with a third party to distribute
licensed battery products.

In addition, the Company has been successful in raising capital
through private placements of its common shares. Although, this
type of financing continues to be dilutive to the existing common
shareholders, it may be necessary to continue to do so in the
interim before certain resale restrictions on its marketable
securities lapse.

The Company does not have any material sources of liquidity of off
balance sheet arrangements or transactions with unconsolidated
entities.

                   Auditors Replaced Last Year

On February 27, 2003, the Board of Directors dismissed Pannell
Kerr Forster PC of New York, New York as its principal
accountants.  PKF's reports on the financial statements of the
company for the past two years did not contain an adverse opinion
or disclaimer of opinion, and were not modified as to uncertainty,
audit scope or accounting principles.  PKF's reports dated April
9, 2002, and April 5, 2001 both contained a paragraph expressing
substantial doubt about the Company's ability to continue as a
going concern.  Through the date of change in accountants, there
were no disagreements with PKF on any matter of accounting
principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of PKF, would have caused it to make reference
to the subject matter of the disagreements in connection with its
reports.

On February 27, 2003, the Company retained Mintz & Partners LLP,
of Toronto, Ontario, Canada, as its independent accountants to
conduct an audit of the Registrant's financial statements for the
fiscal years ending December 31, 2002 and 2003.


PRIMUS: Balance Sheet Insolvency Widens to $105M at March 31, 2004
------------------------------------------------------------------
PRIMUS Telecommunications Group, Incorporated (Nasdaq:PRTL), a
global telecommunications services provider offering bundled
voice, data, Internet, digital subscriber line (DSL), voice-over-
Internet protocol (VOIP), Web hosting, enhanced virtual private
network (VPN) applications and other value added services,
announced results for the first quarter 2004 and reaffirmed its
financial goals for the full year 2004.

"In an industry strained by pricing and competitive pressures,
PRIMUS continues to hold its own," commented K. Paul Singh,
Chairman and Chief Executive Officer of PRIMUS. "In absolute
terms, our revenue growth, both sequentially and year-over-year is
impressive; and even in relative terms, after taking into account
the impact of foreign exchange rates, our revenues have been
stable. This result was all the more significant given the fact
that during the first quarter our revenue and margin growth were
constrained by actions taken by former monopoly carriers in two of
our major markets.

"In Canada, the incumbent local provider continues to drive long
distance rates lower in an effort to maintain and increase its
customer base. Our response is to continue to focus on expanding
our local services, both through wireline and VOIP products, that
will be bundled with our long distance and Internet products. In
Australia, Telstra substantially reduced its pricing for DSL
services while keeping wholesale rates above its own retail rate.
While the Australian regulatory body is currently seeking to
penalize Telstra for anticompetitive conduct, PRIMUS plans to
accelerate the expansion of our own DSL network in Australia, a
project already contemplated in our capital budget, that will
allow us to become more independent of Telstra's local and DSL
services.

"Nevertheless, based on first quarter results and encouraging
results from our recent acquisitions, we maintain our goal of 12%-
15% annual revenue growth in 2004 over the prior year, assuming
foreign currencies are stable from year-end 2003 levels.

"We are also encouraged by the preliminary results of our recent
VOIP and wireless initiatives," Singh noted. "During the first
quarter, we were the first company to launch a retail VOIP product
in Canada. We now have several thousand customers and are
expanding the rollout to other cities within Canada. The early
indications are that our business models are being borne out in
terms of customer additions, increased average revenue per
customer, and bundling prospects, particularly with local
services.

"Similarly, we have begun the implementation of our strategy to
become a Virtual Mobile Network Operator (VMNO) with the
introduction of PRIMUS-branded 'intelligent' cellular phone
handsets and services in the UK market, and we are now targeting
other European and Asian countries, including India, in which to
sell our phones and services.

"Our global VOIP reseller product was also launched in the first
quarter and is gaining customers. By mid-year, we plan to launch
our retail VOIP products in the United States.

"While we plan to grow our existing wireline business organically
and through acquisitions, we believe that our new businesses--
local, wireless and VOIP broadband--represent major revenue and
profit growth opportunities for the future," Singh stated.

"During the first quarter we also successfully concluded a $240
million offering of senior notes due 2014 at an interest rate of
8.0%, which reflected the improved operating performance of the
Company. We retired $181 million principal amount of senior notes
that had higher coupons and shorter maturities, thereby reducing
our future interest expense and extending our debt maturity
profile. We will continue to explore opportunities to further
strengthen our balance sheet and improve liquidity," Singh
commented.

After adjusting for expenses related to the early retirement of
debt and foreign currency transaction losses, PRIMUS recorded
Adjusted Net Income of $6 million (including $3 million of
interest expense on debt retired during the first quarter) and
Adjusted Diluted Income Per Common Share of $0.07 in the first
quarter of 2004.

               First Quarter Financial Results

PRIMUS's net revenue in the first quarter of 2004 was $348 million
compared to $300 million in the first quarter of 2003, a growth of
16%, and $339 million for the fourth quarter of 2003, a growth of
3%.

"The increase in net revenue, both year-over-year and
sequentially, reflects growth in all three of our products: voice,
data/Internet, and VOIP. Our net revenue growth, both year-over-
year and sequentially, was favorably impacted by the continued
weakening of the US dollar, while our sequential net revenue
growth was negatively impacted by seasonality in Australia and
having one less day than the fourth quarter of 2003," stated Neil
L. Hazard, Chief Operating Officer.

Data/Internet and VOIP net revenue for the first quarter was a
record high $60 million, representing over 17% of net revenue, as
compared to $45 million and 15% in the first quarter of 2003, and
$55 million and 16% in the fourth quarter of 2003. Net revenue for
the first quarter on a geographic basis remained well balanced:
39% from North America, 30% from Europe and 31% from Asia-Pacific.
The mix of net revenue by customer type in the first quarter was
81% retail (56% residential and 25% business) and 19% carrier
compared with sequentially prior quarter figures of 80% retail
(55% residential and 25% business) and 20% carrier.

Selling, general and administrative (SG&A) expenses for the first
quarter of 2004 were $94 million or 27.1% of net revenue, as
compared to $78 million or 25.8% of net revenue for the first
quarter of 2003 and $88 million or 26.0% of net revenue in the
prior quarter. The increase in SG&A expenses primarily reflects
additional spending on the new VOIP, local and wireless
initiatives.

Income from operations was $21 million in the first quarter of
2004, as compared to $12 million in the first quarter of 2003 and
$21 million in the fourth quarter of 2003.

Adjusted EBITDA, as reconciled in the attached schedules, was $44
million for the first quarter 2004, as compared to $33 million in
the first quarter of 2003 and $47 million in the prior quarter.
The sequential decrease in Adjusted EBITDA reflects the increased
SG&A spending on our new product initiatives.

Interest expense was $15 million for the first quarter of 2004 and
included $1 million of early debt termination fees as well as $3
million of interest on the debt retired during the quarter.
Quarterly interest expense on the long-term obligations existing
as of March 31, 2004 is expected to be approximately $12 million
in future quarters.

PRIMUS's net loss for the first quarter of 2004 was ($10) million
(including $16 million in losses from the early extinguishment of
debt and foreign currency transactions) compared to net income of
$11 million (including $17 million in gains from the early
extinguishment of debt and foreign currency transactions) in the
first quarter of 2003 and net income of $18 million (including $14
million in gains from the early extinguishment of debt and foreign
currency transactions) in the prior quarter.

Adjusted Net Income for the first quarter of 2004 was $6 million
(which included $3 million of expense on debt retired during the
quarter) compared to a loss of ($5) million in the first quarter
of 2003 and $7 million in the prior quarter.

Basic and diluted loss per common share were ($0.11) and ($0.11),
respectively, for the first quarter 2004, compared to $0.13 and
$0.13, respectively, for the first quarter of 2003, and basic and
diluted income per common share of $0.20 and $0.18, respectively,
in the fourth quarter of 2003. Basic and diluted weighted average
common shares outstanding for the first quarter 2004 were 89
million.

Adjusted Diluted Income Per Common Share was $0.07 for the first
quarter 2004, compared to an Adjusted Diluted Loss Per Common
Share of ($0.06) for the first quarter of 2003 and Adjusted
Diluted Income Per Common Share of $0.08 for the fourth quarter of
2003.

               Liquidity and Capital Resources

PRIMUS ended the first quarter of 2004 with restricted and
unrestricted cash of $88 million. During the first quarter of 2004
PRIMUS generated $13 million in cash from operating activities,
inclusive of improving working capital by $23 million. PRIMUS
spent $10 million on capital expenditures and $18 million on the
acquisition of AOL/7 in Australia.

In January 2004, a subsidiary of the Company issued $240 million
of 8.0% senior notes, generating $233 million in net proceeds.
PRIMUS utilized $165 million of the net proceeds to satisfy and
discharge the Company's 9.875% and 11.25% senior notes, including
call premiums. During the first quarter of 2004 the Company
repurchased $24 million principal amount of its 12.75% Senior
Notes, paid $3 million in call premiums on these notes, and repaid
in full a $10 million balance on a financing agreement.
Additionally, in April 2004 the Company's Canadian subsidiary
established a Canadian $42 million term loan facility, which is
currently not drawn upon.

PRIMUS's long-term debt obligations as of March 31, 2004 were $587
million. The Company will continue to pursue opportunities to
strengthen the balance sheet through debt reduction and
refinancing initiatives and enhance liquidity through reducing its
carrying costs of debt and extending its debt maturity profile.
The Company has an effective shelf registration statement on file
with the SEC for issuance of up to an aggregate of $200 million of
securities.

At March 31, 2004, PRIMUS Telecom's balance sheet shows a total
shareholders' equity deficit of $105,020,000. At December 31,
2003, total shareholders' equity deficit topped $96 million.


                     2004 Goals Reaffirmed

The Company reaffirms its previously stated 2004 goals including
year-over-year revenue growth in the range of 12% to 15%, assuming
currencies are stable from year-end 2003 levels, and net income in
the range of $35 million to $40 million (exclusive of costs
associated with the early extinguishment of debt and related
interest expense.)

The Company and/or its subsidiaries will evaluate and determine on
a continuing basis, depending upon market conditions and the
outcome of events, the most efficient use of the Company's
capital, including investment in the Company's network and
systems, lines of business, potential acquisitions, purchasing,
refinancing, exchanging or retiring certain of the Company's
outstanding debt securities in privately negotiated transactions,
open market transactions or by other direct or indirect means to
the extent permitted by its existing covenants.

PRIMUS Telecommunications Group, Incorporated (Nasdaq:PRTL) is a
global telecommunications services provider offering bundled
voice, data, Internet, DSL, VOIP, Web hosting, enhanced VPN
applications and other value added services. PRIMUS owns and
operates an extensive global backbone network of owned and leased
transmission facilities, including VOIP connections to over 150
countries and over 550 points-of-presence (POPs) throughout the
world, ownership interests in 23 undersea fiber optic cable
systems, 18 international gateway and domestic switches, and a
variety of operating relationships that allow it to deliver
traffic worldwide. PRIMUS also has deployed a global broadband
fiber optic ATM+IP network and operates data centers to offer
customers Internet, data, hosting and e-commerce services. Founded
in 1994 and based in McLean, Virginia, PRIMUS serves corporate,
small- and medium-sized businesses, residential and data, ISP and
telecommunication carrier customers primarily located in the North
America, Europe and Asia-Pacific regions of the world. News and
information are available at PRIMUS's Web site at
http://www.primustel.com/


ROANOKE TECH: May Need More Capital to Continue as a Going Concern
------------------------------------------------------------------
Roanoke Technology Corporation has suffered losses from operations
and may require additional capital to continue as a going concern
as the Company develops its new markets.

Management believes the Company will continue as a going concern
in its current market and is actively marketing its services which
would enable the Company to meet its obligations and provide
additional funds for continued new service development. In
addition, management is currently negotiating several additional
contracts for its services. Management is also embarking on other
strategic initiatives to expand its business opportunities.
However, there can be no assurance these activities will be
successful. There is also uncertainty with regard to managements
projected revenue being in excess of its operating expenditures
for the fiscal year ending October 31, 2004.

Items of uncertainty include the Company's liabilities with regard
to its payroll tax liability in excess of $700,000 and its Small
Business Administration loan with a principal balance of $270,807
plus accrued interest. The Company has been in default of these
liabilities and has had negotiations regarding resolution of these
matters. The outcome of these negotiations was uncertain as of
October 31, 2003. If the Company is not successful in these
negotiations or payment, there is substantial doubt as to the
ability of the Company to continue as a going concern.

On December 25, 2003 the Company negotiated an installment
agreement with the Internal Revenue Service with regard to its
payroll tax liability. The agreement calls for payments of $5,000
per month for 48 months with a balloon payment for the balance
owed at the end of that period. The Company's President, Dave
Smith, signed for personal liability of the Trust Fund portion in
the amount of $321,840 plus penalties and interest should the
Company default on these payments. Should the Company default on
these payments and any other current tax compliance, the Company's
property can be taken to satisfy the liability.

During the year ended October 31, 2003, the Company often remained
current with its monthly payment for its Small Business
Administration loan. OF the $270,807 balance owed, the Company has
a past due balance of $131,150. The lender holds the Company's
furniture and equipment as collateral for this loan.


ROTECH HEALTHCARE: Posts Declining Q1 2004 Revenues of $134 Mil.
----------------------------------------------------------------
Rotech Healthcare Inc. (Pink Sheets:ROHI) reported net revenues
for the first quarter ended March 31, 2004, were $134 million,
versus net revenues of $152.6 million for the same period last
year. The Company reported net earnings of $9.0 million for the
first quarter as compared to net earnings of $5.0 million in the
first quarter of 2003. Diluted earnings per share was $.35 for the
quarter ended March 31, 2004 as compared to $.19 for the quarter
ended March 31, 2003.

The Company repaid $25 million in bank debt during the three
months ended March 31, 2004.

Respiratory therapy equipment and services revenues represented
86.6% of total revenue for the first quarter, versus 82.7% for the
first quarter of last year. Durable medical equipment (DME)
revenues represented 12.4% of total revenue in the first quarter,
versus 15.6% for the same period last year.

The Company views earnings from continuing operations before
interest, income taxes, depreciation and amortization (EBITDA) as
a commonly used analytic indicator within the health care
industry, which serves as a measure of leverage capacity and debt
service ability. These performance measures should not be
considered as a measure of financial performance under generally
accepted accounting principles, and the items excluded from this
benchmark are significant components in understanding and
assessing financial performance. EBITDA should not be considered
in isolation or as an alternative to net income, cash flows
generated by operating, investing or financing activities or other
financial statement data presented in the consolidated financial
statements as an indicator of financial performance or liquidity.
Because EBITDA is not a measurement determined in accordance with
generally accepted accounting principles and is thus susceptible
to varying calculations, the benchmarks as presented may not be
comparable to other similarly titled measures of other companies.
EBITDA was $45.0 million for the quarter ended March 31, 2004,
versus $36.7 million for the quarter ended March 31, 2003.

Philip L. Carter, President and Chief Executive Officer, commented
that, "First quarter revenues were down compared to 2003 as a
result of planned discontinuance of unprofitable contracts and
business lines as well as a reduction in reimbursement for
Medicare Part B drugs." Mr. Carter added, "that the financial
results represented a solid start to 2004 and prospects for
quarterly growth through 2004 are good."


                    About Rotech Healthcare

Rotech Healthcare Inc. is a leading provider of home respiratory
care and durable medical equipment and services to patients with
breathing disorders such as chronic obstructive pulmonary diseases
(COPD). The Company provides its equipment and services in 48
states through approximately 500 operating centers, located
principally in non-urban markets. Rotech's local operating centers
ensure that patients receive individualized care, while its
nationwide coverage allows the Company to benefit from significant
operating efficiencies.

                         *     *     *

As reported in the Troubled Company Reporter's December 16, 2003
edition, Standard & Poor's Ratings Services placed its 'BB'
corporate credit, its 'BB' senior secured, and 'B+' subordinated
debt ratings on home respiratory provider Rotech Healthcare Inc.
on CreditWatch with negative implications.

"The action reflects Orlando, Fla.-based Rotech's vulnerability to
recently signed Medicare legislation that could hurt the company's
reimbursement for both respiratory drugs and durable medical
equipment," said Standard & Poor's credit analyst Jesse Juliano.


SIGNATURE EYEWEAR: Auditors Remove Going Concern Qualification
--------------------------------------------------------------
Signature Eyewear, Inc. designs, markets and distributes
prescription eyeglass frames and sunglasses, primarily under
exclusive licenses for Laura Ashley Eyewear, Eddie Bauer Eyewear,
Hart Schaffner & Marx Eyewear, Nicole Miller Eyewear, bebe eyes
and Dakota Smith, as well as its proprietary Signature line. The
Company's best-selling product lines are Laura Ashley Eyewear and
Eddie Bauer Eyewear. Frames in the Laura Ashley Eyewear line are
feminine and classic, and are positioned in the medium to mid-high
price range. The Eddie Bauer Eyewear collection offers men's and
women's styles, and is positioned in the medium-price segment of
the brand-name prescription eyewear market. Net sales of Laura
Ashley Eyewear and Eddie Bauer Eyewear together accounted for 63%
and 57% of the Company's net sales in fiscal 2002 and fiscal 2003,
respectively.

The Company distributes its products (1) to independent optical
retailers in the United States, primarily through its national
direct sales force and independent sales representatives, (2)
internationally, primarily through exclusive distributors in
foreign countries and a direct sales force in Western Europe; (3)
through its own account managers to major optical retail chains,
including EyeCare Centers of America, Cole Vision Corp. and its
subsidiary Pearle Vision, LensCrafters, U.S. Vision and Dollond &
Atchitson; and (4) through selected distributors in the United
States.

Net sales declined 26.3% in fiscal 2003 and 23.7% in fiscal 2002
due primarily to the general decline in the optical frame
industry, the effects of the September 11, 2001 World Trade Center
tragedy and the reluctance of retailers to purchase large
inventories of the Company's products due to concerns about the
Company's viability. In addition, net sales were adversely
affected by the sale of the USA Optical product line in fiscal
2002.

Net sales reflect gross sales less a reserve for product returns
established by the Company. The Company's product returns for
fiscal years 2001, 2002 and 2003 amounted to 23%, 22% and 22% of
gross sales, respectively. Historically, returns have been higher
from independent optical retailers in the United States and lower
from optical retail chains and international customers.

Gross profit was $15.9 million in fiscal 2003 compared to $17.7
million in fiscal 2002 and $21.9 million in fiscal 2001. These
decreases were due primarily to lower net sales.

The gross margin was 65.2% in fiscal 2003 compared to 53.3% in
fiscal 2002 and 50.5% in fiscal 2001. The increase in fiscal 2003
was due to fewer close out sales and markdowns, a general firming
of prices to independent optical retailers and the lack of
discontinuation of any product lines in fiscal 2003. The increase
in fiscal 2002 was due to fewer close out sales and lower nventory
write-downs.

The Company's long-term debt at October 31, 2003 included
principally its credit facilities with HLIC and Bluebird and a
commercial bank loan the proceeds of which were used to purchase
its computer system and related equipment.

In December 2003 the Company obtained an unsecured term loan in
the amount of $350,000 from an unaffiliated third party. The loan
bears interest at the rate of 3% per annum, is payable in monthly
installments of $50,000 commencing April 2004 with the balance due
and payable on October 29, 2004.

In January 2004 the Company obtained an additional secured loan
from HLIC in the amount of $153,000. This loan bears interest at a
rate of 12% per annum and is due and payable on May 31, 2004.

Of the Company's accounts payable at October 31, 2002 and October
31, 2003, $1.2 million and $1.1 million, respectively, were
payable in foreign currency. To monitor risks associated with
currency fluctuations, the Company on a weekly basis assesses the
volatility of certain foreign currencies and reviews the amounts
and expected payment dates of its purchase orders and accounts
payable in those currencies. Based on those factors, the Company
may from time
to time mitigate some portion of that risk by purchasing forward
commitments to deliver foreign currency to the Company. The
Company held no forward commitments for foreign currencies at
October 31, 2003.

The Company's bad debt write-offs, net of recoveries, were
$175,000, $403,000 and $33,000 in fiscal years 2001, 2002 and
2003, respectively. As part of the Company's management of its
working capital, the Company performs most customer credit
functions internally, including extensions of credit and
collections.

Historically, the Company has generated cash primarily through
product sales in the ordinary course of business, its bank credit
facility and sales of equity securities. Following the default on
its bank credit facility in September 2000, and as a condition to
numerous forbearances extended by its bank, the Company had to
regularly reduce its aggregate borrowings under its bank credit
facility, from $ 6.0 million at October 31, 2001 to $3.1 million
when the facility was repaid in April 2003. This, coupled with
declining sales and corresponding inability to raise equity
capital, materially adversely affected the Company's liquidity and
working capital. To address this problem, the Company reduced
operating expenses through reduction in personnel and subletting
office space, negotiated vendor discounts and deferred payments of
trade payables, sold obsolete inventory at a deep discount, sold
its USA Optical product line and completed a sale/license back of
its Dakota Smith trademark and inventory.

The recapitalization in April 2003 materially improved the
Company's liquidity by replacing current obligations to its bank
and a frame vendor with long-term indebtedness and through
discounted payoffs of trade payables. At October 31, 2003, the
Company had working capital of $0.6 million as compared to
negative working capital of $9.4 million at October 31, 2002.
Operating activities used $1.3 million during fiscal 2003, while
investing activities provided $0.6 million, due to the $0.6
million gain on the sale of the Dakota Smith trademark and
inventory. An additional $0.3 million was provided by financing
activities.

The Company believes that at least through fiscal 2004, assuming
there are no unanticipated material adverse developments, no
material decrease in revenues and continued compliance with its
credit facilities, its cash flows from operations and through
credit facilities will be sufficient to enable the Company to pay
its debts and obligations as they mature. The Company will benefit
in fiscal 2004 from expense reductions through reduced number of
employees and other expenses undertaken in fiscal 2003 and the
first quarter of fiscal 2004. However, the Company's current
sources of funds are not sufficient to provide the working capital
for material growth, and it would be required to obtain additional
debt or equity financing to support such growth.

Eddie Bauer Diversified Sales LLC, the licensor on the Eddie Bauer
Eyewear license, and its parent Spiegel, Inc and other affiliates,
have filed voluntary petitions for reorganization under Chapter 11
of the U.S. Bankruptcy Code. As a result, the licensor has the
rights of a debtor under the Bankruptcy Code with respect to
executory contracts such as the Eddie Bauer Eyewear license,
including the right to assume or reject the license. The rejection
of the license would have a material adverse affect on Signature
Eyewear. The Company has received no indication or notice from the
licensor regarding the licensor's intentions with respect to the
license agreement.

While the Company's auditors included a "going concern" paragraph
in it's Auditor's Report to the Board of the Company in April
2002, no such paragraph was present in the most recent Auditors
Report dated January 23, 2004, by the Company's independent
auditing firm Singer, Lewak, Greenbaum & Goldstein LLP.


SOLUTIA INC: Wants Lease Decision Deadline Moved to August 16
-------------------------------------------------------------
The Solutia, Inc. Debtors are currently lessees under more than 40
unexpired leases.  The Debtors use the Unexpired Leases in
connection with their business operations throughout the United
States.  Many of the Debtors' business offices are in spaces that
are subject to the Unexpired Leases.  The Unexpired Leases are
thus valuable assets of the Debtors' estates and are integral to
the continued operation of the Debtors' business.  Though, upon
review, the Debtors may determine that individual Unexpired Leases
will be rejected at a later date.

M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher, LLP, in
New York, relates that since the Petition Date, the Debtors have
expended significant efforts and made considerable progress in
developing an overall business plan, which was recently presented
to the Creditors Committee, to serve as the basis for a Chapter
11 reorganization plan.  As part of the next step in implementing
the Business Plan, the Debtors are evaluating the Unexpired
Leases to determine which Leases are beneficial to their business
operations and which leases should be rejected to reduce costs.
The Debtors have already rejected three Unexpired Leases and
anticipate filing assumption and rejection motions in the near
future.  However, Ms. Labovitz informs the Court that the Debtors
will not be able to finish the decision process with respect to
all of the Unexpired Leases before the current deadline.

Accordingly, the Debtors ask the Court to further extend the time
within which they may assume or reject the Unexpired Leases
through and including August 16, 2004, without prejudice to their
ability to request a further extension of the time period.

Ms. Labovitz assures the Court that the lessors under the
Unexpired Leases will not be prejudiced by the extension of time
the Debtors request because:

   (a) the Debtors have performed and will continue to perform
       in a timely manner their postpetition obligations under
       the Unexpired Leases;

   (b) no lessor will be damaged by the extension in a way that
       is not compensable under the Bankruptcy Code; and

   (c) any lessor may request the Court to fix an earlier date
       by which the Debtors must assume or reject its lease in
       accordance with Section 365(d)(4) of the Bankruptcy Code.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications. The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Company filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts. (Solutia Bankruptcy News,
Issue No. 13; Bankruptcy Creditors' Service, Inc., 215/945-7000)


STELCO INC: Releases Report on Restructuring's Economic Impact
--------------------------------------------------------------
If Stelco Inc. (TSX:STE) fails to achieve a successful
restructuring, the results could include the loss of thousands of
jobs in Ontario and beyond, employment income in many regions, and
tax revenue at all levels of government in Canada. A successful
outcome, on the other hand, could pave the way for capital
projects that would create additional jobs, employment income, and
tax revenue for government programs and services.

These are the findings of Estimating the Economic Impacts of
Potential Major Changes at Stelco Inc., a study commissioned by
the Company in the fall of 2003 and completed in March 2004. It
was prepared by Dr. Stephen Tanny, the principal of Datametrics
Consulting Inc. and a professor of mathematics at the University
of Toronto. Dr. Tanny was assisted in the preparation of his
report by the firm of Ernst & Young.

According to the study, the closure of the Company's operations in
Hamilton (including Stelwire Ltd.) and Haldimand County could cost
24,537 jobs (7,069 direct and 17,468 indirect) in those
communities, elsewhere in Ontario, and across Canada. It would
threaten $1.8885 billion ($520.8 million direct and $1.3 billion
indirect) in salaries, wages, and other employment income.
And it would reduce tax revenue by $1.083 billion at the municipal
($57.5 million), provincial ($510 million), and federal ($515.5
million) levels of government.

Courtney Pratt, Stelco's President and Chief Executive Officer,
said, "This study shows how Stelco's importance extends far beyond
the communities in which it operates. It also demonstrates the
widespread and devastating consequences that will result if the
Company does not achieve a successful restructuring."

On the other hand, the study concludes that a successful
restructuring, and the resulting planned expenditure of $603
million on capital projects at the Hamilton and Lake Erie
facilities, will create 8,574 person years of employment, generate
$667.6 million in total employment income, and provide
$477.4 million in tax revenue for government programs and services
over a three-year period.

Pratt added, "These findings show the importance and the benefits
of a successful restructuring. We know the investments we need to
make in order to improve our facilities, reduce the cost of
production, and become a competitive steel producer. The study
shows that the positive impact of these capital projects will be
felt in many ways by many people in many parts of the country."

Discussing the process going forward, Pratt noted, "That's why we
hope that all interested groups will participate in the meaningful
discussions that must begin soon. The process must proceed if we
are to achieve the best available outcome for everyone who depends
on Stelco in one way or another. Every group will have a role to
play in the process and a say in the outcome.

"No solution will be forced or imposed on anyone. The solution
will emerge from everyone working together, or it will not emerge
at all. The study released on April 29, 2004 indicates what can be
gained - or lost - depending on the approach that various groups
decide to take. We hope they will realize that their participation
is the best way to preserve well-paying jobs for our employees,
security for our retirees, plus economic and other benefits for
the community."

The economic impact study can be found on the Company's Web site
at http://www.stelco.ca/

The study utilized Stelco data for 2002 and models from Statistics
Canada and the University of Toronto. It examined the economic
impact of three hypothetical outcomes: closure of the Hamilton
facility and that portion of the Lake Erie operations that depend
on its activity; closure of the entire integrated steel
operations; and a successful restructuring.

The study found that any of these outcomes would have a
significant ripple effect not only in Hamilton and Haldimand
County (home of the Lake Erie operations), but extending to the
provincial and national levels as well. This impact would be felt
in terms of employment (direct and indirect), employment income
through direct and related economic activity, and taxes at each of
the municipal (i.e., local property and business tax), provincial
(i.e., personal income, corporate, retail sales and other taxes
and levies) and federal (i.e., personal income, payroll and large
corporation taxes, Employment Insurance premiums, GST, etc.)
levels as a result of changing levels in employment and
income under the three possible outcomes.

Stelco Inc. is a large and diversified Canadian steel producer. It
is involved in all major segments of the steel industry through
its integrated steel business, mini-mills, and manufactured
products businesses. Stelco has a presence in six Canadian
provinces and in two states of the United States. Consolidated net
sales in 2002 were $2.8 billion.


STILLWATER MINING: Delivers Positive 2004 First Quarter Results
---------------------------------------------------------------
Stillwater Mining Company (NYSE: SWC) reported net income of $15.8
million or $0.17 per diluted share for the first quarter of 2004
on revenue of $100.7 million compared to a net loss of $1.8
million or $0.04 per diluted share on revenue of $64.2 million for
the first quarter of 2003. This year's first quarter earnings
benefited from commencement of sales of the palladium inventory
received from Norilsk Nickel, higher PGM prices and increased
volume in the Company's secondary business.

                 First Quarter 2004 Highlights
                Compared to First Quarter 2003

   *  Net income of $15.8 million, compared to first quarter
      2003 loss.

   *  Combined average realized prices for mine production
      increase 18% to $484 per ounce.

   *  Consolidated PGM production of 148,000 ounces; marginally
      better than 2003.

   *  Stillwater mine production down 5% at 105,000 ounces; cash
      costs up 10%.

   *  East Boulder mine production up 19% at 43,000 ounces; cash
      costs down 18%.

   *  Deliveries of palladium inventory commenced under new two-
      year contracts.

During the first quarter of 2004, the Company's mines produced
approximately 148,000 ounces of palladium and platinum, which
included 114,000 ounces of palladium and 34,000 ounces of platinum
compared to approximately 146,000 ounces, which included 112,000
ounces of palladium and 34,000 ounces of platinum for the first
quarter of 2003. PGM production at the Stillwater Mine was
approximately 105,000 ounces, 5% less than it produced in the
first quarter of 2003 while PGM production at the East Boulder
Mine increased 19% to approximately 43,000 ounces in the first
quarter of 2004, compared to approximately 36,000 ounces in the
first quarter of 2003.

The Company's realized prices per ounce for mine production in the
first quarter 2004 were $378 for palladium, and $864 for platinum,
compared to $363 and $580, respectively, in the first quarter of
2003. The Company's combined average realized price per ounce of
mine production sold for the first quarter of 2004 was $484
compared to $411 last year. The combined average market price for
the first quarter of 2004 was $378 compared to $336 last year. The
Company's combined realized price per ounce exceeded the combined
average market price for the first quarter of 2004 by $106 per
ounce, and for the first quarter of 2003 by $75 per ounce, as a
result of the benefit the Company received from floor prices for
palladium under its long-term sales contracts, partially
constrained by ceiling prices for platinum.

Total cash costs on a consolidated basis for the first quarter of
2004 increased to $284 per ounce compared to $281 per ounce for
the same period in 2003. The increase is a result of a $16 per
ounce increase in royalties, taxes and insurance partially due to
higher PGM prices offset by a $13 per ounce decrease in operating
costs due to lower mining costs per ounce at the East Boulder Mine
as a result of its higher production. Total consolidated
production costs per ounce in the first quarter of 2004 increased
$6 per ounce to $356 compared to the same period of 2003. The
increase is due to increased total cash costs and higher
depreciation and amortization costs of $3 per ounce.

Results for the first quarter of 2004 include sales of 46,000
ounces of palladium out of the 877,000 ounces of inventory
received from Norilsk Nickel, and 27,000 ounces of PGMs from
secondary reprocessing of autocatalysts, including 8,000 ounces of
palladium, 17,000 ounces of platinum and 2,000 ounces of rhodium
all of which were sold at close to market prices. Corresponding
sales from secondary reprocessing for the first quarter of 2003
were 2,000 ounces of PGMs, including 1,000 ounces of palladium,
800 ounces of platinum and 200 ounces of rhodium.

Announcing the Company's results, Stillwater Chairman and Chief
Executive Officer, Francis R. McAllister said, "Stillwater's
improved capital structure and operations combined with improved
markets and metal prices returned the Company to profitability in
the First Quarter. Both the Stillwater Mine and the East Boulder
Mine showed operating improvement from the fourth quarter of 2003.
Total cash costs at the Stillwater Mine were higher in the first
quarter of 2004 due to the effect of the higher metal prices on
taxes and royalties. The East Boulder Mine had an excellent first
quarter as it continues to improve on all metrics. It operated at
1,308 tons of ore per day for the first quarter of 2004 producing
approximately 43,000 ounces of palladium and platinum, a 19%
increase from last year's first quarter. Total cash costs
decreased significantly at East Boulder from $372 per ounce in
2003's first quarter to $306 per ounce in this year's first
quarter. Our goal is by year-end to have East Boulder operating at
a 1,650 ton per day mining rate."

McAllister continued, "Important developments are occurring in the
palladium markets. We are seeing increased demand for palladium,
as evidenced by the ease with which the Company could place the
palladium it received in the Norilsk Nickel transaction. With the
significant price differential between palladium and platinum, as
well as palladium and gold, customers have switched to palladium
for autocatalysts, and for dental and jewelry alloys. In fact,
with the high price of platinum, it appears Chinese jewelry makers
are buying palladium for producing palladium jewelry. We have also
seen recent validation of market commentary in the Stillwater
Annual Report that palladium will have a role in diesel emission
control with the announcement from Umicore of Belgium regarding
the use of palladium in diesel catalytic technology. Further we
see increased demand for palladium in the important electronics
industry with Yageo Corporation's, a major Taiwanese producer of
resistor chips and multilayer ceramic capacitors (MLCC),
announcement of increasing monthly production capacity of resistor
chips to 14 billion units per month and MLCC production capacity
to 2 billion units per month by June."

Lastly McAllister reported, "The rebricking of the Company's
smelting furnace, which we had announced earlier, in our year-end
news release, is proceeding according to schedule. Mine production
is being stockpiled and will be subsequently processed over the
remainder of the year. Additionally, the stock purchase agreement
provided that the parties intended to execute an agreement to buy
from Norilsk Nickel at least one million ounces of palladium
annually. The Company and Norilsk Nickel have recently decided to
not pursue such an agreement at this time."

                     Stillwater Mine

At the Stillwater Mine PGM production in the first quarter of 2004
was 105,000 ounces compared to 110,000 ounces in the first quarter
of 2003. During the quarter, total tons milled were 210,000 tons
compared to 206,000 tons in the first quarter of 2003. The
combined mill head grade in the first quarter of 2004 was 0.55
ounce per ton, compared to 0.59 ounce per ton for the same period
last year. During the first quarter of 2004, the mining rate was
approximately 2,132 tons of ore per day and the mine produced more
tonnage from the lower-grade upper west area of the mine. During
the latter half of the year mining will shift to produce more
tonnage from the higher-grade offshaft area of the mine.

Total cash costs per ounce for the first quarter of 2004 increased
to $276 compared to $252 for the same period in 2003. The increase
is a result of a $6 per ounce increase in operating costs and a
$18 per ounce increase in royalties, taxes and insurance partially
due to the higher commodity prices. Total production costs per
ounce for the first quarter of 2004 increased to $341 compared to
$311 for the same period in 2003 due to the higher cash costs and
an increase in depreciation and amortization costs of $6 per
ounce. For the year, the Company expects PGM production of
approximately 430,000 ounces and total cash costs to be
approximately $265 per ounce. During the first quarter of 2004
capital expenditures were $9.0 million of which $8.5 million were
incurred in connection with capitalized mine development.

                     East Boulder Mine

During the first quarter of 2004, the East Boulder Mine produced
43,000 ounces of palladium and platinum from mining at an average
of approximately 1,308 tons of ore per day compared to 36,000
ounces in the first quarter of 2003. A total of 119,000 tons were
milled with a combined average grade of 0.40 ounce per ton in the
first quarter of 2004. The mine continues to increase development
and ramp up production to achieve its targeted operating level of
1,650 tons of ore per day by year-end. During the first quarter of
2004 capital expenditures were $4.1 million of which $3.8 million
were incurred in connection with capitalized mine development.

Total cash costs per ounce for the first quarter of 2004 decreased
18% to $306 compared to $372 for the same period in 2003. Total
production costs per ounce for the first quarter of 2004 decreased
$78 per ounce to $392 compared to $470 for the same period in
2003. The decreases are due to lower operating costs as a result
of the higher production rate and lower depreciation and
amortization costs of $12 per ounce.

                        Finances

Reported sales revenues were $100.7 million for the first quarter
of 2004 compared with $64.2 million for the first quarter of 2003.
The $36.5 million increase was driven by higher realized PGM
prices overall, as well as by the sale of a portion of the 877,000
ounces of palladium inventory received from Norilsk Nickel as part
of their acquisition in 2003 of 55.5% of the Company plus the
inclusion of secondary processing revenues as a result of the new
autocatalyst processing agreement. The sale of 46,000 ounces of
the palladium inventory contributed $12 million to revenue for the
quarter, while sales of 27,000 ounces from the secondary
reprocessing provided $16 million of added revenue.

Cash provided by operations before working capital changes for the
quarter ended March 31, 2004 was $27.6 million compared to $9.2
million for the comparable period of 2003. This increase primarily
reflects the cash benefit of the year-on-year earnings
improvement. The three-month 2004 build in working capital of
$12.5 million includes a $22.6 million increase in accounts
receivable and an $8.6 million decrease in PGM inventory. The
accounts receivable growth reflects initial sales under contracts
for the 877,000 ounces received from Norilsk Nickel, a delayed
receipt of a payment and higher overall prices for PGMs. The
inventory decrease primarily reflects sales of the Norilsk Nickel
ounces out of inventory. Net cash provided by operating activities
was $15.1 million in the first quarter of 2004, compared to $23.3
million in the first quarter of last year. However, last year's
first quarter cash from operations included a net draw of cash out
of working capital of $14.1 million.

Capital expenditures totaled $14.6 million in the first quarter of
2004, including $12.3 million incurred in connection with
capitalized mine development activities, compared to a total of
$14.5 million in the same period of 2003, which included $12.1
million capitalized mine development.

During the first quarter of 2004, the Company made $0.4 million in
principal payments on the Company's debt and as provided in the
Company's credit agreement, offered $1.2 million of cash proceeds
from sales of palladium received from Norilsk Nickel as a
prepayment against the Term B facility. The offer was not accepted
and so, according to the terms of the credit agreement, the net
amount available under the Company's revolving credit facility has
been reduced from $17.5 million to $16.3 million. Currently, the
Company has $128.1 million outstanding under its term loan
facilities and $7.5 million outstanding as letters of credit under
the revolving credit facility.

During the first quarter of 2004, as a result of lower production
from its mine operations, the Company did not meet the rolling
four-quarter average production covenant under the credit
facility. The bank syndicate has granted a waiver of this covenant
default that is effective for the first and second quarters of
2004. The Company believes it will be in compliance with its
production covenant by the end of the third quarter of 2004. In
addition, the Company currently is seeking to renegotiate,
refinance or replace the credit facility and anticipates
completion of this during the second quarter of 2004. The Company
is in compliance with all other provisions of the credit facility
as of March 31, 2004.

At March 31, 2004, cash and cash equivalents were $47.6 million
and $16.3 million was available to the Company under the revolving
credit facility. The Company's net working capital at March 31,
2004 was $206.1 million, compared to $154.7 million at December
31, 2003. This increase reflects the higher accounts receivable
balance, as discussed previously, and a reduction in the current
portion of long-term debt, now that the Company has agreements in
place to resell the palladium inventory received from Norilsk
Nickel, which will be sold over a period of two years and not, as
reflected at year-end, all in the current year. As a result, the
prepayment offers against the long-term debt also will be spread
over two years. The ratio of current assets to current liabilities
was 3.9 at March 31, 2004, as compared to 2.4 at December 31,
2003.

                     Metals Market

During the first quarter of 2004, palladium averaged $242 per
ounce trading as high as $288 per ounce and as low as $192 per
ounce, while platinum traded as high as $917 per ounce and as low
as $816 per ounce and averaged $867 per ounce. The combined
average market price per ounce of palladium and platinum for the
first quarter of 2004 was $378 compared to $336 for the first
quarter of 2003.

The PGM markets continued to strengthen in the first quarter of
2004, prices of palladium and platinum both hit their respective
highs in late March. A weakening U.S. dollar and speculative
buying helped push both metals higher. At quarter end, the
palladium market got a boost from Umicore's announcement that it
had developed a new technology that allowed palladium to be used
instead of platinum in diesel catalytic technology. This important
announcement pushed palladium to a high of $333 per ounce in mid-
April.

Stillwater Mining Company (S&P/BB+ Corporate Credit/Developing) is
the only U.S. producer of palladium and platinum and is the
largest primary producer of platinum group metals outside of South
Africa.  The Company's shares are traded on the New York Stock
Exchange under the symbol SWC.  The company's Web site is at
http://www.stillwatermining.com/


STORAGE ENGINE: Amper Politziner Resigns as Auditors
----------------------------------------------------
On March 5, 2004, Amper, Politziner & Mattia, P.C., resigned as
Storage Engine's independent  auditors.  The Company had engaged
the services of Amper as its independent auditors  effective
December 30, 2003.  Amper had not rendered any report on the
Company's financial statements.

Tinton Falls, New Jersey- based Storage Engine, Inc. --
http://www.storeengine.com/-- provides document imaging and
fault- tolerant data storage solutions that store, protect and
manage and replicate data in complex networks. The company filed
for chapter 11 protection (Bankr. New Jersey Case No.: 04-16727)
on March 1, 2004. Timothy P. Neumann, Esq. of Broege, Neumann,
Fischer & Shaver represents the debtor in its restructuring
efforts. When storage Engine filed for bankruptcy, it estimated
assets and debts between $500,000 to $1 million


TECNET: Hires Kessler & Collins as Bankruptcy Counsel
-----------------------------------------------------
TECNET, Inc., asks the U.S. Bankruptcy Court for permission to
employ Kessler & Collins, P.C., as its counsel in its chapter 11
restructuring.  The Debtor tells the U.S. Bankruptcy Court for the
Northern District of Texas, Dallas Division, that the firm and its
attorneys have extensive knowledge of its operations and vast
experience in the area of bankruptcy law.

Kessler & Collins is expected to:

      i) render legal advice with respect to the powers and
         duties of the Debtor that continues to operate its
         business and manage its properties as debtor in
         possession;

     ii) negotiate, prepare and file a plan or plans of
         reorganization and disclosure statements in connection
         with such plans, and otherwise promote the financial
         rehabilitation of the Debtor;

    iii) take all necessary action to protect and preserve the
         Debtor's estate, including the prosecution of actions
         against third parties on the Debtor's behalf under
         Chapter 5 of the Bankruptcy Code or applicable law, the
         defense of any actions commenced against the Debtor,
         negotiations concerning all litigation in which the
         Debtor is or becomes involved, and the evaluation and
         objection to claims filed against the estate;

     iv) prepare, on behalf of the Debtor, all necessary
         applications, motions, answers, orders, reports and
         papers in connection with the administration of the
         Debtor's estates, and appear on behalf of the Debtor at
         all Court hearings in connection with the Debtor's
         case;

      v) render legal advice and perform general legal services
         in connection with the foregoing; and

     vi) perform all other necessary legal services in
         connection with this chapter 11 case.

The attorneys who are expected to provide services to the Debtor
are:

         Professional         Billing Rate
         ------------         ------------
         Mark A. Weisbart     $400 per hour
         James S. Brouner     $300 per hour

Other attorneys and support staff may provide services as well.
The professional current hourly rates range from:

      Staff Designation        Billing Rate
      -----------------        ------------
      shareholder and counsel  $250 to $300 per hour
      associates               $120 to $225 per hour
      paralegals               $65 to $120 per hour
      law clerks               $50 to $120 per hour

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


TRANSWESTERN PIPELINE: S&P Rates $550 Million Bank Loan at BB
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
natural gas pipeline company Transwestern Pipeline Co.'s (BB/Watch
Pos/--) $550 million senior secured credit facility and placed the
rating on CreditWatch with positive implications.

The bank loan rating is equivalent to Transwestern's corporate
credit rating based on the conclusion that the facility,
comprising a $150 million four-year revolving credit facility and
a $400 million five-year term loan, will eventually convert into
an unsecured loan during its term. Consequently, Standard & Poor's
did not assign a recovery rating to the bank loan. The collateral
consists of substantially all of Transwestern's assets and equity.

Houston, Texas-based Transwestern had about $460 million of debt
as of Dec. 31, 2003.

Proceeds from the new credit facility will be used to refinance
all debt outstanding under Transwestern's $486 million senior
secured credit facility, finance pipeline expansions, and for
general corporate purposes.

"The positive CreditWatch listing is based on the stand-alone
credit profile of CrossCountry and the prospect that the company
will emerge from under Enron's influence after the issues in the
parent company's bankruptcy proceedings are closer to being
resolved," said Standard & Poor's credit analyst Todd Shipman.

"CrossCountry's business profile, comprising interests in several
regulated pipeline companies, appears capable of supporting an
investment-grade rating if the company is properly capitalized,"
added Mr. Shipman.

Standard & Poor's also said that although CrossCountry will soon
be an independent company, comfort that it is sufficiently
disentangled from Enron depends on bankruptcy court approval of
Enron's reorganization plan, which is expected by the end of 2004.

Resolution of the CreditWatch leading to an investment-grade
rating for Transwestern is likely close to or when that occurs.


TRENCH ELECTRIC: S&P Places B/CCC+ Ratings on CreditWatch Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' long-term
corporate credit and 'CCC+' subordinated debt ratings on high
voltage component manufacturer, Trench Electric B.V., on
CreditWatch with positive implications after it announced that
Germany-based Siemens AG (AA-/Stable/A-1+) plans to acquire
the company.

"CVC Capital Partners, the company's majority shareholder and a
leading European private equity firm, plans to sell 100% of the
share capital in the parent, Trench Electric Holdings B.V. to
Siemens for a total consideration of US$340 million," said
Standard & Poor's credit analyst Michelle Aubin. The transaction
is expected to be completed in the second half of 2004, subject to
regulatory approval. On completion, Trench's US$151 million senior
subordinated notes outstanding will be redeemed in full.

The ratings on Trench will be withdrawn on closure of this
transaction.


UGS PLM: S&P Assigns B+ Corporate Debt Rating with Stable Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Plano, Texas-based UGS PLM Solutions Inc., and a
'B-' subordinated debt rating to the company's $550 million senior
subordinated notes due 2012. At the same time, Standard & Poor's
assigned its 'B+' bank loan rating and a recovery rating of '3' to
UGS PLM Solutions Inc.'s $625 million senior secured credit
facility, reflecting expectations for meaningful (50%-80%)
recovery of principal in a default or bankruptcy scenario. The
secured credit facility consists of a $125 million revolving
credit facility due 2010 and $500 million term loan facility due
2011. The outlook is stable.

"The ratings reflect UGS PLM Solutions' high leverage, a narrow
product focus relative to the overall software and services
industry, and the company's limited track record operating as an
independent company. These are somewhat offset by UGS PLM
Solutions' entrenched customer relationships, recurring revenues
stemming from long-term contracts, and good profitability and cash
flow," said Standard & Poor's credit analyst Philip Schrank.

UGS PLM Solutions is a provider of product lifecycle management
(PLM) software and services to a diversified customer base that
enable customers to reduce development and manufacturing costs,
expedite time-to-market cycles, and enhance product quality and
innovation. Although UGS PLM Solutions has a relatively narrow
product portfolio and its markets remain competitive, the company
has achieved a leading market position in a consolidated market.
The company has performed well, even through a weak economy and
the IT investment downturn, because of its low churn rate and
high portion of professional services and maintenance, which
represents more than 65% of its revenue base.


UNITED AIRLINES: First Quarter Operating Loss Narrows to $211 Mil.
------------------------------------------------------------------
UAL Corporation (OTC Bulletin Board: UALAQ), the holding company
whose primary subsidiary is United Airlines, reported its first-
quarter 2004 financial results, which continue to demonstrate
significant progress in the company's restructuring.

UAL's first-quarter operating loss was $211 million, a strong
improvement of $602 million over first-quarter results last year.
This reflects the company's continuing efforts to restructure its
business by lowering costs, increasing productivity and improving
revenue performance. UAL reported a net loss of $459 million, or a
loss per basic share of $4.17, which includes $143 million in
special and reorganization items. The majority of reorganization
charges resulted from non- cash items caused by the rejection of
aircraft. Excluding the special and reorganization items, UAL's
net loss for the first quarter totaled $316 million, or a loss per
basic share of $2.89.

"We are doing exactly what we said we would do to be able to
succeed in the new revenue environment -- maintaining a relentless
focus on reducing costs and improving efficiency," said Glenn
Tilton, chairman, president and chief executive officer. "But,
there is still a lot of work ahead of us. Like the rest of the
industry, we are impacted by fuel prices. Unlike our peers,
though, we have landmark, consensual six-year labor agreements
that will differentiate us competitively in the years ahead."

Tilton cited several of United's achievements in the first
quarter:

   -- Cleared major issues on path to exit, including pension
      legislation that defers a portion of our 2004 and 2005
      pension funding obligations to future years;  a court ruling
      that our municipal bonds in Los Angeles, New York and San
      Francisco were pre-petition debt; and a recently approved
      transition agreement that ensures seamless service for
      United Express customers formerly served by Atlantic Coast
      Airlines;

   -- Increased passenger unit revenue 14% compared to last year,
      an improvement that outperformed the industry;

   -- Reduced mainline unit costs by 11%. Excluding fuel, unit
      costs dropped by 14%, an improvement that also outperformed
      the industry;

   -- Improved earnings from operations by $602 million over the
      same quarter a year ago;

   -- Introduced Ted's lower-fare service to leisure travel
      destinations across the country with a  current daily total
      of  about 120 flights to a number of leisure destinations
      from United's hubs in Denver, Washington Dulles, San
      Francisco and Los Angeles.  For the month of March, Ted had
      89 percent load factor and on-time arrivals :14 were at
      88 percent.  Booking growth on Ted flights continues to
      match or exceed capacity additions;

   -- Announced new international routes - United will begin
      Beijing-San Francisco and Chicago-Osaka service in June.
      United also announced this week that it will be the first
      U.S. commercial carrier to provide service to Vietnam,
      implementing daily San Francisco-Ho Chi Minh City service
      via Hong Kong as soon as the necessary regulatory procedures
      have been completed by the relevant Vietnamese and U.S.
      government agencies; and

   -- Introduced dynamic new aircraft livery and launched the
      "It's Time to Fly" print and TV advertising and brand
      campaign to further re-engage customers.

Jake Brace, United's executive vice president and chief financial
officer, said, "In the first quarter, United's financial
performance was right on plan with the exception of fuel costs.
Our revenue performance met our expectations in the seasonally
weak first quarter, but, like the rest of the industry, United has
been adversely impacted by historically high fuel prices. Looking
ahead, we are encouraged by strong bookings as we move into the
second and third quarters - our high demand season."

            Financial Results Continue Improvement

The company recorded positive operating cash flow of over $4
million per day in the quarter. UAL ended the quarter with a
strong cash balance of $2.6 billion, including $683 million in
restricted cash. UAL's first-quarter 2004 operating revenues were
$3.7 billion, up 17% compared to first quarter 2003. Load factor
increased 3.6 points to 75.3% as traffic increased 5.8% on a 0.8%
increase in capacity. In March, load factor reached a record
80.1%, up 6.4 points over March 2003. Passenger unit revenue was
14% higher on a 9% yield increase. Although year-over-year unit
revenue improvement was aided by last year's weakness, our route
and capacity adjustments, aggressive marketing and sales
activities helped United outperform the industry by a wide margin.

Total operating expenses for the quarter were $3.9 billion, down
1% from the year-ago quarter.

Salaries and related costs decreased $287 million or 19% for the
quarter. Productivity (available seat miles divided by manpower)
was up 13% for the quarter year-over-year.

Aircraft rent decreased $64 million or 32% compared to first
quarter 2003. UAL is on track to achieve average annual cash
savings of $900 million from the Section 1110 process.

Average fuel price for the quarter was 107.4 cents per gallon, up
4% year- over-year.

Aircraft maintenance, which includes primarily maintenance
outsourcing and maintenance materials, increased $67 million or
57% year-over-year.

The company had an effective tax rate of zero for the first
quarter, which makes UAL's pre-tax loss the same as its net loss.

   Operational Performance Among the Best in UAL History

The company continued to deliver outstanding operational
performance for the first quarter 2004. Sixty-nine percent of
United flights departed exactly on time during the quarter, nine
percentage points better than the goal set by the company for its
new employee incentive program. Customer satisfaction ratings were
among the highest the company has received. Customer definite
intent to repurchase and passenger ratings of reservations, check-
in and comfort were at all-time highs for the quarter.

Glenn Tilton said, "As we restructure our finances we are also
changing the way we do business, shifting our company culture to
concentrate on performance and accountability. United employees
this week received their first payments as part of the company's
Success Sharing program, which rewards employees for meeting the
company's business objectives, including on-time performance and
customer intent to repurchase. I want to congratulate all our
employees on delivering a record for the quarter that we can be
proud of and that demonstrates the kind of hard work and shared
focus on our customers we need to compete effectively."

                        Outlook

Booked load factors for May & June are above last year. Domestic
load factors are strong while international bookings and capacity
are up significantly versus last year's depressed base. Capacity
for 2004 is expected to be up about 5% compared to 2003.

               March Monthly Operating Report
                  Includes Operating Profit

UAL also filed with the United States Bankruptcy Court its Monthly
Operating Report for March. The company posted a small operating
profit for March. The cash balance increased $77 million during
the month. In addition to meeting its DIP covenants for March
2004, the company made the first two of its five scheduled
payments (of $60 million), to repay its DIP loan from Bank One in
March and April.


UNITED AIRLINES: Trade Creditors Sell Claims Exceeding $36 Million
------------------------------------------------------------------
Twenty-nine creditors sold their claims aggregating over $36
million to Stonehill Partners, Regen Capital, Itochu AirLease,
Provident Bank, Debt Acquisition Company, and Diamond Lease
(USA).

Original Claimant            Transferee                Amount
-----------------            ----------                ------
Aero Sky                     Debt Acquisition Co.        $840
Aim Learning Group           Debt Acquisition Co.       4,879
All American Paper           Debt Acquisition Co.         978
All-Lock & Glass Service     Debt Acquisition Co.       1,245
American Airporter Shuttle   Debt Acquisition Co.       1,618
AmPro                        Debt Acquisition Co.         699
AP Enterprises               Debt Acquisition Co.       1,660
AP Enterprises               Debt Acquisition Co.       3,607
AT&T                         Regen Capital          5,320,149
Barnabey's Hotel             Stonehill Partners       240,640
Berghoff Cafe                Debt Acquisition Co.       3,021
Brody Chemical               Debt Acquisition Co.       1,028
Capital Cup Coffee           Debt Acquisition Co.       1,711
Choice Distribution          Debt Acquisition Co.       1,567
Chuo Mitsui Trust            Itochu AirLease              100
City Laundry & Cleaners      Debt Acquisition Co.       2,383
Color-Imetry                 Debt Acquisition Co.       1,089
Colorado Steak Escape        Debt Acquisition Co.       1,012
Concessions Management       Debt Acquisition Co.       3,596
Dana Container               Debt Acquisition Co.       1,200
DePaul University            Debt Acquisition Co.       1,215
Diesel Injection Service     Debt Acquisition Co.       2,368
Door to Door Airporter       Debt Acquisition Co.       1,904
Earthwise Environmental      Debt Acquisition Co.       2,252
Enterprise Oil               Debt Acquisition Co.       2,869
European Bus & Truck         Debt Acquisition Co.       2,637
Gerlick-Murphy Associates    Stonehill Partners        32,376
The Bank of New York         Provident Bank         6,862,330
U.S. Bank                    Diamond Lease (USA)   24,597,756

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 ONCOLOGY: Low-B Rated Cancer-Care Provider Releases Q1 Results
-----------------------------------------------------------------
US Oncology, Inc. (Nasdaq: USON) reported results for the 2004
first quarter.

The company recorded year-over-year increases in net operating
revenue, earnings per share and net income for the first quarter
2004.

US Oncology highlights for the first quarter of 2004 are detailed
below:

     --  US Oncology's EBITDA(C) for the first quarter was $56.1
         million, compared to $54.7 million for the fourth quarter
         of 2003 and $50.2 million in the first quarter of 2003.

     --  The company's percentage of Field EBITDA(C) for the first
         quarter was 33 percent, compared to its percentage of
         Field EBITDA of 34 percent for both the fourth quarter
         and first quarter of 2003.

     --  The company's affiliated practices' accounts receivable
         days outstanding were 47 at the end of the first quarter,
         compared to 46 at the end of 2003 and 50 at the end of
         the first quarter of 2003.

     --  16.3 percent of US Oncology's first quarter revenue was
         generated by practices on the net revenue model as of the
         end of the first quarter.

     --  The company generated operating cash flow for the first
         quarter of 2004 of $43.5 million compared to $45.5
         million for the fourth quarter of 2003.  During the first
         quarter of 2003, operating cash flow was a net use of
         $1.1 million due to advance purchases of pharmaceuticals
         during the first quarter of 2003.  As of April 26, 2004,
         US Oncology had approximately $183.0 million in cash
         and cash equivalents.

     --  The company reduced its corporate general and
         administrative expenses to $12.7 million for the first
         quarter of 2004, a decrease of 18.6 percent from the
         first quarter of 2003, as a result of a reduction in
         force during 2003 and other cost reduction measures.

                   Medical Oncology Services

First quarter medical oncology services net operating revenue was
$562.7 million, a year-over-year increase of 17.1 percent and a
decrease of 0.6 percent from the fourth quarter of 2003. The
company's medical oncology services revenue during the first
quarter of 2004 was $450.9 million, a year- over-year increase of
18.7 percent and an increase of 0.8 percent from the fourth
quarter of 2003. Same practice medical oncology visits during the
first quarter of 2004 increased by 0.6 percent over the same
period in the prior year and decreased by 4.3 percent from the
fourth quarter of 2003. The year-to-year increase is credited to
growth in pharmaceutical revenue and the addition of medical
oncologists, partially offset by the reduction in medical oncology
visits from the fourth quarter.

Pharmaceutical expenses as a percentage of net operating revenue
increased to 46.7 percent for the first quarter of 2004, up from
43.0 percent for the first quarter of 2003. This increase is
mainly attributable to pharmaceutical and service line revenue
increasing as a percentage of total revenue. Medical oncology
services income from operations during the first quarter of 2004
was $47.2 million, a decrease of 11.4 percent from the fourth
quarter of 2003 and 0.2 percent increase over the first quarter of
2003. The decrease in income from operations compared to the
fourth quarter of 2003 is attributable to the decrease in visits,
as well as an increase in pharmaceutical costs as a result of the
recognition by the company in the fourth quarter of certain
performance based rebates.

During the first quarter of 2004, the company affiliated with two
practices comprising 3 physicians under its pharmaceutical service
line model. In addition, since March 31, 2004, the company has
affiliated with three practices comprising 8 physicians under the
pharmaceutical service line model. Included in these affiliations
during 2004 are the company's first market entries in Montana,
Tennessee and Idaho.

                  Cancer Center Services

The Cancer Center Services segment of the company experienced
growth in the first quarter. Net operating revenue for the first
quarter of 2004 was $87.8 million, an increase of 10.8 percent
over the first quarter of 2003 and 16.2 percent over the fourth
quarter of 2003. Company revenue in the segment for the first
quarter of 2004 was $61.0 million, an increase of 12.4 percent
over the first quarter of 2003 and 11.2 percent over the fourth
quarter of 2003. These increases were due to four additional
cancer centers in operation at the end of the first quarter of
2003, as well as expansion of patient-care options, such as
intensity modulated radiation therapy (IMRT), positron emission
tomography (PET) and computerized tomography (CT), at many
existing sites.

For the first quarter of 2004, cancer center services segment
EBITDA was $21.1 million, an increase of 22.0 percent over the
first quarter of 2003 and 32.2 percent over the fourth quarter of
2003. Income from operations in the segment increased to $13.3
million for the first quarter of 2004, compared to $11.5 million
for the first quarter of 2003 and $8.5 million for the fourth
quarter of 2003.

The increases in EBITDA and net income are attributable to
increased revenues, exiting certain markets and increases in same
facility treatments. For the first quarter of 2004, radiation
treatments per day increased to 2,571 from the fourth quarter of
2003 treatments per day of 2,443, an increase of 5.2 percent.
Radiation treatments per day for the first quarter of 2003 were
2,628. Same facility radiation treatments per day were 2,470
during the first quarter of 2004, a decrease of 0.8 percent from
the first quarter of 2003. PET scans increased from 4,154 in the
first quarter of 2003 to 6,581 in the first quarter of 2004, an
increase of 58.4 percent.

The company currently has 11 cancer centers and four PET systems
in various stages of development for network practices.

                  Update on Merger Transaction

On March 20, 2004, US Oncology Holdings, Inc. (which was formerly
known as Oiler Holding Corp.) and its wholly owned subsidiary,
Oiler Acquisition Corp., entered into a merger agreement with US
Oncology, Inc., pursuant to which Oiler Acquisition Corp. will be
merged with and into US Oncology, Inc., with US Oncology, Inc.
continuing as the surviving corporation. If the transaction is
consummated, US Oncology, Inc. would become a private company
owned by Holdings. Members of senior management of the company,
including its Chairman and CEO, will continue as employees of the
private entity, participate in the merger by purchasing equity
securities in Holdings and be awarded equity securities in
Holdings. Both Holdings and Oiler Acquisition Corp. are Delaware
corporations that were formed by Welsh, Carson, Anderson & Stowe
IX, L.P. for the purpose of completing the merger and related
financing transactions. Currently, Welsh Carson directly owns
approximately 14.5% of the company's outstanding common stock and,
together with its co-investors and the directors and executive
officers of US Oncology that participate in the merger, would own
all the capital stock of Holdings when and if the merger is
consummated.

If the merger is completed, each issued and outstanding share of
US Oncology common stock (other than shares owned by Welsh Carson,
its co-investors and directors and executive officers of US
Oncology that participate in the merger) will be converted into
the right to receive $15.05 in cash, subject to the rights of
dissenting stockholders who exercise and perfect their appraisal
rights under Delaware law. Each outstanding option for US Oncology
common stock will be canceled in exchange for (1) the excess, if
any, of $15.05 over the per share exercise price of the option
multiplied by (2) the number of shares of common stock subject to
the option, net of any applicable withholding taxes. Outstanding
rights to receive shares of common stock under existing delayed
stock delivery agreements between US Oncology and certain
physicians will be canceled in exchange for an amount in cash
equal to (1) $15.05 multiplied by (2) the number of shares of
common stock otherwise issuable under the delayed stock delivery
agreements on the scheduled delivery dates, net of any applicable
withholding taxes.

US Oncology's Board of Directors approved the merger following the
unanimous recommendation of a special committee composed of
independent directors Boone Powell, Jr., Burton S. Schwartz, M.D.
and Vicki H. Hitzhusen. The special committee and the Board
received an opinion from Merrill Lynch & Co. as to the fairness,
from a financial point of view, of the consideration to be
received by US Oncology stockholders (other than Welsh Carson, its
affiliates and members of US Oncology's board or management that
participate in the merger) in the merger transaction.

The closing of the merger is subject to various conditions
contained in the merger agreement, including the approval by the
holders of a majority of US Oncology's shares held by stockholders
other than Welsh Carson, its co-investors and members of US
Oncology's board or management that participate in the merger, in
addition to majority stockholder approval statutorily required for
a merger. Additional conditions include the closing of financing
arrangements as set forth in bank commitment letters that have
been received by Holdings, the tender of not less than a majority
of the aggregate principal amount of US Oncology's outstanding 9
5/8% Senior Subordinated Notes due 2012, the expiration of the
applicable waiting period under the Hart-Scott-Rodino Act and
other customary conditions.

As we have previously disclosed, several lawsuits naming the
company and each of its directors as defendants have been filed in
connection with the proposed merger. The company believes these
suits are without merit and intends to vigorously defend itself.

We have filed preliminary proxy materials with the SEC. Once the
SEC has given clearance to these proxy materials, they will be
sent to stockholders in connection with a special meeting called
in connection with the merger. We have also filed under the Hart-
Scott-Rodino Act. Depending on clearance of regulatory authorities
and the satisfaction of other conditions precedent to the merger,
we anticipate holding a meeting of stockholders to vote on the
merger in late June or early July 2004.

                     About US Oncology, Inc.

US Oncology, headquartered in Houston, Texas, is America's premier
cancer- care services company. The company provides comprehensive
services to a network of affiliated practices comprising more than
875 affiliated physicians in over 470 sites, including 80
integrated cancer centers, in 32 states.

US Oncology's mission is to enhance access to high-quality cancer
care in America. The company's strategies to accomplish this
mission include: (a) helping practices lower their pharmaceutical
and administration costs, (b) providing the capital and expertise
to expand and diversify into radiation oncology and diagnostic
radiology, (c) providing sophisticated management services to
enhance profitability, and (d) providing access to and managing
clinical research trials. In addition, the company assists
practices in negotiations with private payors, in implementing
programs to enhance efficiencies with respect to drugs and in
expanding service offerings such as positron emission tomography
and intensity modulated radiation therapy.

                     *   *   *

As reported in the Troubled Company Reporter's March 24, 2004
edition, Standard & Poor's Ratings Services placed its 'BB'
corporate credit rating, its 'BB+' senior secured rating, and its
'B+' subordinated debt rating on Houston, Texas-based cancer
treatment service provider U.S. Oncology Inc. on CreditWatch with
negative implications. "The action reflects Standard & Poor's
belief that the company will significantly increase its debt
leverage as part of its merger agreement with financial sponsor
Welsh, Carson, Anderson & Stowe IX L.P. (WCAS)," said Standard &
Poor's credit analyst Jesse Juliano.

Standard & Poor's will resolve the CreditWatch listing as the
financing details of the transaction and the prospects for its
completion become more evident.


VENTURE HOLDINGS: Debtor & Committee Sue Larry Winget for $300 Mil
------------------------------------------------------------------
Venture Holdings Company LLC, its debtor-affiliates and the
company's Official Committee of Unsecured Creditors commenced a
$300 million lawsuit against Larry J. Winget, Sr., the sole
beneficiary of the Venture Holdings Trust (which owns all of the
equity interests in Venture Holdings), some of his relatives other
other entities owned or controlled by Mr. Winget.

The Complaint asserts, among other things, that the Debtors
entered into a series of related party transactions with various
Winget-controlled affiliates and the Debtors received less than
reasonably equivalent value in those pre-bankruptcy deals.  The
transactions, the plaintiffs argue, constitute classic preference
payments and fraudulent transfers that should be unwound or set
aside using the strong-arm powers available under chapter 5 of the
Bankruptcy Code.  The plaintiffs also say some of the debts the
Winget-controlled entities claim due should be recharacterized as
equity and that some of the Winget-related entities should be
substantively consolidated.  The Debtors and the Committee value
their claims against the defendants at more than $300 million.

Venture Holdings Company LLC is a worldwide, full-service
supplier, systems integrator and manufacturer of interior and
exterior plastic components, modules and systems used in North
American, European and Japanese automotive industries.  Venture
filed for chapter 11 protection on March 28, 2003 (Bankr. E.D.
Mich. Case No. 03-48949).  Judy A. O'Neill, Esq., Laura J. Eisele,
Esq., and David E. Barnes, Esq., at Dymena Gossett PLLC in Detroit
represent the Company in its restructuring.


WELLMAN INC: Reports Improved First Quarter 2004 Results
--------------------------------------------------------
Wellman, Inc. (NYSE: WLM) announced its (1) First Quarter 2004
Results, (2) Historical Adjusted EBITDA and Post Financing
Adjusted EBITDA, and (3) Factors Impacting 2004 Results.

                  First Quarter 2004 Results

Wellman reported a first quarter loss of $31.2 million, or $0.99
per diluted share, compared to the fourth quarter 2003 loss of
$105.2 million, or $3.33 per diluted share. The overall first
quarter 2004 results were an improvement over fourth quarter 2003
results.

Net sales improved to $293.8 million from $273.9 million, an
increase of approximately 7%.

Gross Profit improved to $17.4 million from $10.6 million and the
gross profit percentage improved to 5.9% from 3.9%.

Operating Income (Loss) excluding Other Items improved to income
of $2.9 million from a loss of $5.7 million.

Tom Duff, Wellman's Chairman and Chief Executive Officer, stated,
"NAFTA PET resin market conditions were extremely competitive in
the second half of 2003, and our PET resin margins were at all
time lows during the seasonally-weak fourth quarter. The results
of our operations in the first quarter of 2004, compared to the
fourth quarter of 2003, have improved as a result of improved PET
resin margins, increased volumes in our fiber and resin businesses
and reduced operating costs. We believe the results of our PET
resins business will improve as industry capacity utilization in
PET resins improves."

                  Historical Adjusted EBITDA
             and Post Financing Adjusted EBITDA

Keith Phillips, Wellman's Chief Financial Officer, commented, "We
are pleased that we successfully completed major financings in
February 2004 that significantly improved our capital structure.
The financings simplify our capital structure, provide significant
financial flexibility by extending substantially all of our debt
maturities through at least 2009 and, we believe, provide us with
the liquidity to finance our business plan for the next five
years, including a low cost 300 million pound PET resins expansion
at our Pearl River facility by early 2006. These financings
changed our capital structure and these changes affect Adjusted
EBITDA, overall debt, depreciation and interest expense. We have
provided information on changes to Adjusted EBITDA as a result of
the February financings ("Financing Adjustments") and have
provided information to compare EBITDA on a comparable basis for
the most recent five quarters ("Post Financing Adjusted EBITDA")."

Wellman's assets and long-term debt increased because part of the
financing included the purchase of PET resin assets located at our
Palmetto Plant that were leased under a sale and leaseback
transaction entered into in 1999, the purchase of accounts
receivable previously sold under an asset securitization program
and the prepayment of a raw material contract. Refinancing these
contractual obligations also increased Adjusted EBITDA since the
Company no longer has certain cash operating expenses associated
with these obligations.


                     Factors Impacting 2004 Results

The Company expects its future earnings to be affected by the
following major factors:

      -- Sales Volumes and Changes in Raw Material Margins
      -- Cash Operating Costs/Cost Reduction Programs
      -- Depreciation
      -- Financing Costs

In the second half of 2003, raw material margins were at low
levels. Margins in our PET resins business have improved from
fourth quarter 2003 levels. In 2004, there have been announced
selling price increases and increases in raw material costs in
both our FRPG and PPG businesses. Wellman expects that PET resin
demand will increase more than the increase in capacity over the
next couple of years, leading to improved capacity utilization in
the North American PET resins market and improved profitability.
The Company has significant operating leverage; each penny per
pound increase or decrease in the raw material margin for our US
PET resin business changes operating income and cash flow by
approximately $11 million per year.

In 2003, Wellman announced cost reduction programs that would be
implemented through 2005 that would reduce annual controllable
costs by approximately $41-$46 million at the end of that period,
compared to second quarter 2003 levels. Wellman is on target to
achieve these results. Wellman reduced these controllable costs by
$8 million in 2003 and expects to achieve an additional $27
million of savings in 2004. Approximately 80% of the severance
costs associated with the headcount reductions were paid by the
end of the first quarter 2004, leaving a $1.9 million liability
that is expected to be paid during the remainder of 2004.

The Company also expects future depreciation and amortization
expense to increase as a result of acquiring certain assets in its
recently completed financing. Specifically, Wellman will amortize
the prepayment of the raw material contract over the remaining
life of the contract (approximately 5 years) and will depreciate
the reacquired PET resin equipment over its remaining expected
useful life of 20 years. We expect depreciation and amortization
will be approximately $19 million per quarter for the remainder of
2004.

On March 31, 2004 the Company had $477 million in long term debt,
net of cash. This was approximately $10 million lower than the
comparable amount on February 10, 2004 when the Company completed
its new financings. The Company expects its total interest cost to
be slightly over $10 million per quarter for the remainder of
2004, which includes approximately $1 million of amortization of
financing fees and original issue discount.

Wellman, Inc. manufactures and markets high-quality polyester
products, including PermaClear and EcoClear brand PET
(polyethylene terephthalate) packaging resins and Fortrel brand
polyester fibers. One of the world's largest PET plastic
recyclers, Wellman utilizes a significant amount of recycled raw
materials in its manufacturing operations.

                        *    *    *

As reported in the Troubled Company Reporter's February 6, 2004
edition, Standard & Poor's Ratings Services lowered its rating on
Wellman Inc.'s proposed $185 million secured first-lien term loan
due 2009 to 'B+' from 'BB-', following the company's indication
that its pending financing plan was being revised to increase the
size of the secured first-lien term loan to $185 million, from
$125 million as originally proposed.

At the same time, Standard & Poor's affirmed its other ratings on
Shrewsbury, New Jersey-based Wellman, including the company's 'B+'
corporate credit rating, which was lowered on Jan. 22, 2004, due
to continued weaker-than-expected operating and financial
performance. The outlook is negative.


WELLS FARGO: Fitch Rates Classes B-4 & B-5 Certificates at BB/B
---------------------------------------------------------------
Wells Fargo Mortgage Securities Corp.'s mortgage pass-through
certificates, series 2004-4, are rated by Fitch Ratings as
follows:

          --$340.6 million classes A-1 - A-9, A-PO, A-R,
            and A-LR senior certificates 'AAA';

          --$4.6 million class B-1 'AA';

          --$2.1 million class B-2 'A';

          --$1.2 million class B-3 'BBB';

          --$701,000 privately offered class B-4 'BB';

          --$525,000 privately offered class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 2.75%
subordination provided by the 1.30% class B-1 certificates, 0.60%
class B-2 certificates, 0.35% class B-3 certificates, 0.20%
privately offered class B-4 certificates, privately offered 0.15%
class B-5 certificates and 0.15% privately offered class B-6
certificates.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses. The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures and the master servicing
capabilities of Wells Fargo Bank Minnesota, N.A. (WFBM; rated
'RMS1' by Fitch).

The mortgage pool consists of fully amortizing, one- to four-
family, adjustable interest rate, first-lien mortgage loans,
substantially all of which have original terms to maturity of
approximately 30 years. The weighted average original loan to
value ratio (OLTV) of the pool is approximately 66.72%.
Approximately 2.19% of the mortgage loans have an OLTV greater
than 80%. The weighted average coupon (WAC) of the mortgage loans
in the pool is approximately 5.906%. The weighted average FICO is
730. The three states that represent the largest geographic
concentrations are California (39.75%), New York (12.26%), and
Virginia (4.77%).

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

All of the mortgage loans were originated in conformity with
underwriting standards of Wells Fargo Home Mortgage, Inc. (WFHM).
WFHM sold the loans to Wells Fargo Asset Securities Corporation
(WFASC), a special purpose corporation, who deposited the loans
into the trust. The trust issued the certificates in exchange for
the mortgage loans. WFBM, an affiliate of WFHM, will act as master
servicer and custodian, and Wachovia Bank, N.A. will act as
trustee. An election will be made to treat the trust as two real
estate mortgage investment conduits (REMICs) for federal income
tax purposes.


WHITING PETROLEUM: S&P Assigns B+ Rating to Corporate Debt
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to independent oil and gas exploration and
production company Whiting Petroleum Corp.

At the same time, Standard & Poor's assigned its 'B-' subordinated
debt rating to Whiting's proposed $150 million senior subordinated
notes due 2012.

The outlook is positive. Denver, Colo.-based Whiting, which was
spun off from Alliant Energy Corp. in November 2003, has about
$182 million of debt outstanding, pro forma for the proposed
transaction and recent acquisition of Equity Oil Co.

The proceeds from the transaction will be used to repay
outstanding debt under the company's bank credit facility, which
will, in turn, provide liquidity for future growth initiatives
such as property acquisitions.

"The positive outlook on Whiting reflects the fact that a ratings
upgrade could occur in the intermediate term as management
demonstrates adherence to prudent financing of acquisitions and
continues to improve credit measures," said Standard & Poor's
credit analyst Kimberly Stokes.

The ratings on Whiting reflect the company's participation in the
intensely competitive and highly cyclical oil and gas industry,
while facing the challenges of its small reserve base, above-
average cost structure, and acquisitive growth strategy.

These weaknesses are partially off set by Whiting's long-lived
reserves, which in turn are expected to generate a significant
inventory of development projects, coupled with the company's
moderate financial policies.

Whiting's 439 billion cubic feet equivalent reserve base is small
compared with many of its exploration and production peers. The
reserves are comprised of 53% natural gas, 75% proved developed,
and have a reserve to production ratio of 11.8 years.


WINSTAR COMMS: Chapter 7 Trustee Awarded $763,161 Fee Compensation
------------------------------------------------------------------
On November 12, 2003, the Court approved the expansion of the
Carve-out under the Winstar Communications, Inc. Debtors' Second
Amended and Restated Senior Secured Super-Priority DIP Credit
Agreement dated as of July 6, 2001, to include, inter alia, these
compensation for Christine C. Shubert, the Chapter 7 Trustee:

   -- 1% commission of the value of the 990,267 shares of
      Class B Common Stock of IDT Corporation received on
      December 19, 2001;

   -- 3% commission of the value of the 792,079 shares of
      IDT Class B Common Stock received on April 16, 2002; and

   -- 3% commission of all successful recoveries for the Debtors'
      estates for the duration of these cases.

The DIP Lenders agreed that, for purposes of determining the
Trustee's commission in respect of the IDT shares, the
percentages will be applied to the market value of the IDT shares
at the time of the distribution to the DIP Lenders.

As of March 20, 2002, the Trustee held $55,749,675 on behalf of
Winstar creditors.  Since that date, the Trustee has collected
$38,643,279 and disbursed $62,453,282.00 to Winstar creditors.

In November 2003, the Court authorized the Trustee to make
interim distributions to the DIP Lenders of the IDT Shares at
approximately $32,000,000 in cash.  Since the two groups of IDT
Shares had values of $20,191,544 -- 990,267 shares at $20.39 per
share -- and $16,150,491 -- 792,079 shares at $20.39 per share --
the Trustee's commission on the IDT Shares totals $686,430.

Additionally, the Trustee has successfully recovered $3,956,686
for the Winstar creditors' benefit.  In this regard, the Trustee
is entitled to a 3% commission on a portion of those recoveries,
which approximates $74,950.  Accordingly, the total compensation
due the Trustee for her commission on the IDT Shares and the
successful recoveries since her last compensation is $761,606.

The Trustee seeks payment of her compensation pursuant to the
Carve-out Expansion Order.

The Trustee believes that her interim compensation is appropriate
in view of the fact that, of the aggregate amount of $94,486,299
she held since her appointment, she has made distribution
totaling in excess of $62,546,627, including inter alia:

   -- $44,233,826 to the DIP Lenders on their superiority claim
      pursuant to the DIP Order, plus the IDT shares;

   -- $7,436,504 to the Chapter 11 administrative claimants
      covered by the Carve-out Expansion Order under the DIP
      Order; and

   -- $7,300,000 to the Chapter 7 professionals and employees
      pursuant to the Carve-out in connection with the
      administration of the Debtors' estates.

The Trustee tells the Court that the amount of her interim
compensation is reasonable and appropriate as she intends to make
additional interim distributions to the Chapter 7 professionals
authorized in the Carve-out Expansion Order as expenses in the
administration of the Chapter 7 cases.  After the distributions,
the Trustee will still have in excess of $28,000,000 on hand for
distribution to the creditors in due course.

The Trustee maintains that her compensation is de minimis in
light of the magnitude of the cases and the total amount of funds
she is presently holding for the benefit of the Winstar
creditors.  She adds that her cumulative compensation is well
within the limitations of Section 326 of the Bankruptcy Code as
it represents less than 3% of the money disbursed to parties-in-
interest since her appointment.

Sheldon K. Rennie, Esq., Fox Rothschild, LLP, in Wilmington,
Delaware, tells the Court that the Trustee has, indeed, performed
necessary, valuable services, which have benefited the Debtors'
estates.  The Trustee's compensation is reasonable.

According to Mr. Rennie, the Trustee has been instrumental in
negotiations, which have culminated in settlements, the recovery
and liquidation of assets of the Debtors' estates, which garnered
cash for the estates in excess of $38,000,000 since her
appointment.  Moreover, the Trustee expended a considerable
amount of time and incurred significant expense in connection
with identifying, recovering and liquidating assets of the
estates for the benefit of the Debtors' creditors.

                          *     *     *

Judge Rosenthal awards the Chapter 7 Trustee $761,606 as
compensation plus $1,554 as reimbursement for her actual and
necessary expenses.  The Allowed Compensation will be paid out of
the unrestricted funds held by the Trustee. (Winstar Bankruptcy
News, Issue No. 55; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


WOMEN FIRST: Files for Chapter 11 Protection in Delaware
--------------------------------------------------------
Women First HealthCare, Inc., a specialty pharmaceutical company,
announced that it filed a voluntary petition for reorganization
under Chapter 11 of the Bankruptcy Code. The voluntary petition
was filed in the U.S. Bankruptcy Court for the District of
Delaware. The Company also announced that it has entered into an
agreement to sell its rights to the Company's Vaniqa (eflornithine
hydrochloride) Cream product to SkinMedica, Inc. for a gross
purchase price equal to $25 million, subject to specified purchase
price adjustments. Completion of the sale of the Vaniqa assets is
subject to Bankruptcy Court approval and SkinMedica's obtaining a
satisfactory arrangement for supply of the Vaniqa product.

The Company has reached an agreement, subject to Bankruptcy Court
approval, for $3.0 million of debtor-in-possession financing to be
provided by the holders of the Company's senior secured notes. The
Company intends to use this financing to fund its efforts to seek
an orderly sale of all of the Company's assets. The Company also
has made an assignment for the benefit of creditors with respect
to the Company's As We Change mail order catalog and Internet
retail subsidiary. The Company does not expect that there will be
any value available for distribution to the stockholders of Women
First.

The Company also announced that Edward F. Calesa has resigned as
the Company's President, Chief Executive Officer and Chairman of
the Board of Directors. Dr. Nathan Kase also resigned from the
Board. The Board appointed Richard Vincent, Chief Financial
Officer; Randi Crawford, Vice President; and Saundra Pelletier,
Vice President, Pharmaceuticals, to fill vacancies on the Board,
where they will serve with continuing Board member Patricia
Nasshorn.

The Company has received a notice of termination of the Supply
Agreement between the Company and Bristol-Myers Squibb relating to
supply of the Vaniqa Cream product on the basis of the Company's
purported insolvency.

      out Vaniqa (eflornithine hydrochloride) Cream, 13.9%

Vaniqa is indicated for the reduction of unwanted facial hair in
women. Vaniqa has been shown to retard the rate of hair growth in
non-clinical and clinical studies. Vaniqa has only been studied on
the face and adjacent involved areas under the chin of affected
individuals. Usage should be limited to these areas of
involvement. In controlled trials, Vaniqa provided clinically
meaningful and statistically significant improvement in the
reduction of facial hair growth around the lips and under the chin
for nearly 60% of women using Vaniqa. Vaniqa is not a hair remover
but complements other current methods of hair removal such as
electrolysis, shaving, depilatories, waxing, and tweezing. The
patient should continue to use hair removal techniques as needed
in conjunction with Vaniqa. Improvement in the condition may be
noticed within four to eight weeks of starting therapy. Continued
treatment may result in further improvement and is necessary to
maintain beneficial effects. The condition may return to pre-
treatment levels within eight weeks following discontinuation of
treatment. The most frequent adverse events related to treatment
with Vaniqar were skin-related adverse events.

                Women First HealthCare, Inc.

Women First HealthCare Inc. is a San Diego-based specialty
pharmaceutical company. Further information about Women First
HealthCare can be found online at http://www.womenfirst.com/


WORLDCOM/MCI: Files Audited Financial Statements for 2003
---------------------------------------------------------
MCI, Inc. (MCIAV.PK) has filed its annual report on Form 10-K for
the year ended December 31, 2003, as well as quarterly reports on
Form 10-Q for the first three quarters of the fiscal year.

The Company reported revenue for 2003 of $27.3 billion, compared
to $32.2 billion in 2002. Results include revenue from Embratel
Participacoes, S. A., a telecommunications provider in Brazil.
When Embratel's revenue is excluded from both years, MCI's revenue
declined 14.7 percent to $24.4 billion from $28.6 billion in 2002.
MCI announced in March 2004 that it intends to sell its financial
stake in Embratel.

Operating income for 2003 totaled $908 million, compared to a loss
of $4.2 billion in 2002. Excluding Embratel, operating income was
$677 million in 2003, compared to an operating loss of $4.3
billion a year earlier. The operating loss in 2002 included
impairment charges on property, plant and equipment of $4.6
billion, in addition to goodwill and intangible asset impairment
charges of $400 million.

                  Fresh Start Accounting

On April 20, 2004, the Company emerged from bankruptcy. MCI
implemented Fresh Start accounting to its financial statements
effective December 31, 2003, in accordance with generally accepted
accounting principles (GAAP). Accordingly, the company adjusted
its balance sheet to a new basis of accounting. The most important
mechanics of this process include adjusting asset values,
liabilities and shareholders' equity for the effects of the
Company's plan of reorganization.

This process also impacted the 2003 income statement and resulted
in a $22.1 billion gain on the line item "Reorganization Items,
net." This gain is composed primarily of the discharge of debt
obligations, offset partially by the amounts of new debt and stock
issued to settle the claims of creditors, as well as other
reorganization items. Among the reorganization expenses were $562
million of restructuring costs and $125 million of legal and
accounting fees associated with the bankruptcy.

Including these adjustments, net income was $22.2 billion in 2003,
compared to a loss of $9.2 billion in 2002.

MCI reported cash and equivalents of $6.2 billion and long term
debt of $7.4 billion as of December 31, 2003, reflecting the
issuance of new debt upon MCI's emergence from bankruptcy. Net of
its Embratel interest, MCI's cash and debt on its December 31,
2003, balance sheet were $5.6 billion and $5.8 billion,
respectively.

"In 2003 we made tremendous strides in improving MCI's financial
health and strengthening technological leadership," said Bob
Blakely, executive vice president and Chief Financial Officer.
"MCI is now current with our filings with the SEC, and we expect
future filings to be made on a current basis."

                     Operating Results

In 2003, results continued to be affected by an adverse industry
environment characterized by excess network capacity, rapid
technological change and pricing pressure. In addition, the
Company's bankruptcy filing and the events preceding it made it
more difficult to attract new business customers and to expand
existing business. Despite these challenges, MCI improved its
leadership in service quality and maintained the highest levels of
customer satisfaction and retention throughout the period.

Business Markets revenue reflected the benefit of new products and
services targeted toward global enterprise and government
customers, offset by continuing price competition in the Small and
Medium Business market. International revenue gains were driven by
increased contributions from the Europe, Middle East and Africa
region, and included the favorable effect of foreign currency
exchange.

Mass Markets' revenue decline was driven by the negative impact of
"Do Not Call" legislation, as well as continuing wireless
substitution and ongoing price competition.

The reorganization process provided an opportunity to restructure
and reduce operating expenses. The total of access costs, costs of
services and products and selling, general and administrative
expenses declined by 15 percent to $23.8 billion in 2003, compared
to $28.1 billion in 2002, reflecting changes in volume as well as
lower personnel costs. The change in operating expenses includes a
21 percent drop in selling, general and administrative expenses
due to staffing reductions and improvements in bad debt expense
that were partially offset by additional professional services
fees incurred in support of MCI's financial restatement efforts.

Restatement activities impacted depreciation and amortization
expense. As a result of these adjustments, depreciation and
amortization expense totaled $2.6 billion in 2003.

                        About Worldcom/MCI

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

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


WORLDCOM/MCI: Updates 2004 Earnings Guidance & Shares Tumble
------------------------------------------------------------
New shares issued by MCI, Inc. (MCIAV.PK) tumbled to $14.18 per
share in trading Friday after the Reorganized Company as the
market digested updated earnings guidance from the Company for
2004 following the filing of its 2003 Form 10-K.  The changes in
guidance, the Company explained, reflect the application of Fresh
Start accounting, the anticipated sale of the Company's interest
in Embratel Participacoes S.A., and continuing competitive
industry fundamentals.

MCI expects to generate revenue in 2004 at the lower end of
previous guidance of $21 billion to $22 billion. In 2003, the
Company reported revenue of $27.3 billion, which included $3.0
billion from Embratel. The Company announced in March 2004 its
plans to sell its Embratel interest and, accordingly, will
classify Embratel as a discontinued operation in the second
quarter of 2004. Projections for 2004 discussed in this release
exclude the operations of Embratel.

MCI expects revenue from its global, high-end enterprise and
government markets businesses to decline approximately 7 percent
versus 2003, outperforming the overall Business Markets segment,
which remains exposed to a challenging wholesale pricing
environment. Overall Business Markets revenue is expected to
decline 12 percent to 14 percent compared to 2003 revenue of $14.1
billion.

International revenue is expected to decline 2 percent in 2004,
reflecting stable volumes in the Europe, Middle East and Africa
region (EMEA), new entries into emerging markets and an assumed
favorable effect of foreign currency exchange. In 2003,
International revenue (excluding Embratel) was $3.9 billion. MCI
continues to operate the largest facilities-based network, with
the highest number of Company-owned points-of-presence of any
international carrier.

The Company continues to expect Mass Markets revenue to decline 20
percent to 25 percent, reflecting the negative impact of Do Not
Call legislation, increasing wireless substitution and ongoing
pricing pressure. To offset these challenges, Mass Markets will
continue to focus on U.S. local services and expects to launch a
voice-over Internet protocol (VOIP) initiative this year. In 2003,
Mass Markets revenue was $6.4 billion.

"Our solid enterprise customer base, industry-leading IP strengths
and ability to serve businesses globally positions us as a strong
competitor in a fast-changing market," said Bob Blakely, MCI
executive vice president and chief financial officer. "We believe
our strong balance sheet and positive cash flow will allow us to
weather the difficult environment that prevails in the
telecommunications industry today."

Operating income before depreciation, amortization and expenses
associated with the early retirement of assets is estimated at
$2.1 billion to $2.3 billion in 2004, compared to $3.0 billion in
2003, exclusive of Embratel, which contributed $552 million in
2003. The reduction reflects margin compression driven by
continued pricing pressure and the anticipated unfavorable effect
of regulatory changes on access costs. Selling, general and
administrative expenses are expected to decline 8 percent to 10
percent in 2004.

Depreciation and amortization expense will increase sharply to
approximately $2.2 billion in 2004 from $1.7 billion contemplated
in previous guidance, reflecting the adoption of Fresh Start
accounting. In 2003, MCI recognized depreciation and amortization
expense of $2.6 billion. The Company also anticipates that it will
incur approximately $150 million to $200 million of non-cash
expense related to the early retirement of assets.

MCI expects to incur net interest expense of $415 million to $425
million in 2004.

MCI estimated that costs associated with its reorganization will
be approximately $100 million in 2004. Other non-operating costs
are estimated at $50 million to $65 million. MCI projects a tax
rate of approximately 39 percent for 2004.

Although aggressive cost reductions and network consolidation
initiatives are expected to return the Company to profitability in
the second half of 2004, MCI currently expects to generate a net
loss for the full year.

The Company's cash position remains strong. On its December 31,
2003 balance sheet, the Company reported cash and equivalents of
$6.2 billion, or $5.6 billion exclusive of Embratel. Of this
total, approximately $2 billion will be disbursed to fulfill
emergence claims. In 2004, cash flows provided by operating
activities plus proceeds from the sale of non-core assets less
capital expenditures is expected to exceed $800 million. The $2
billion expected to be disbursed for emergence claims is not
included in the estimate of cash flows provided by operating
activities.

According to the assumptions included in the Company's plan of
reorganization, MCI will issue approximately 326 million shares to
meet reorganization claims.

                     Capital Expenditures

MCI has invested $38 billion in its network during the last six
years, placing it in a strong position to benefit from the
industry's move toward IP. Today, MCI's IP network can connect
customers to more places, more directly than any other IP network
in the world. Continuing to invest for the future remains a high
priority, and the Company expects 2004 capital expenditures to
equal approximately 5 percent of revenue. MCI is expanding its
MPLS footprint that supports the convergence of voice and data, as
well as investing in network security products and advanced
applications features.

                  Fresh Start Accounting

On April 20, 2004 the Company emerged from bankruptcy. MCI
implemented Fresh Start accounting to its financial statements
effective December 31, 2003, in accordance with generally accepted
accounting principles (GAAP). Accordingly, the company adjusted
its balance sheet to a new basis of accounting. The most important
mechanics of this process include adjusting assets values,
liabilities and shareholders' equity for the effects of the
Company's plan of reorganization.

This process also impacted the 2003 income statement and resulted
in a $22.1 billion gain on the line item "Reorganization Items,
net." This gain is composed primarily of the discharge of debt
obligations, offset partially by the amounts of new debt and stock
issued to settle the claims of creditors, as well as other
reorganization items.

                     First Quarter Results

MCI plans to release first quarter operating results on
May 10, 2004.

                     About Worldcom/MCI

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

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


WORLD TRANSPORT: Strained Liquidity Triggers Going Concern Doubt
----------------------------------------------------------------
World Transport Authority, Inc. had a net loss of $144,676 and net
cash used in operating activities of $52,006 for the six months
ended December 31, 2003. In addition, the Company has a working
capital deficit of $985,257 as of December 31, 2003 and is heavily
reliant on proceeds from loans and sale of stock from/to officers
and directors for its working capital needs. Management cannot
determine whether the Company will become profitable, and whether
operating activities will begin to generate cash.  If operating
activities continue to use substantial amounts of cash, the
Company will need additional financing. These matters raise
substantial doubt about the ability of the Company to continue as
a going concern.

Historically, the Company has funded its operations through sales
of common stock to private investors and borrowings from a
stockholder and directors. Management plans to obtain the funds
needed to enable the Company to continue as a going concern
through the private sales of common stock and sales of master
licenses and manufacturing and distribution licenses. However,
management cannot provide any assurance that the Company will be
successful in consummating any private sales of common stock or
generating sufficient license fee payments.
If the Company is unable to raise additional capital or generate
sales of licenses, it may be required to liquidate assets or take
actions, which may not be favorable to the Company, in order to
continue operations.

As of December 31, 2003, the Company had $195 cash on hand and in
the bank. The primary sources of cash and financing for the
Company for the six months then ended were $52,637 from stock
purchased by, or loans made from, directors of the Company.  The
primary uses of cash during the same period were $52,006 for the
Company's operations.  The Company currently maintains a positive
cash balance through sales of common stock and loans from
directors of the Company.


ZIFF DAVIS: Balance Sheet Insolvent by $888MM at March 31, 2004
---------------------------------------------------------------
April 29, 2004 / PR Newswire

Ziff Davis Holdings Inc., the ultimate parent company of Ziff
Davis Media Inc., reported operating results for its first quarter
ended March 31, 2004. The Company's consolidated revenues totaled
$42.0 million, which were flat compared to revenues of $42.1
million for the first quarter ended March 31, 2003.

The Company reported consolidated earnings before interest
expense, provision for income taxes, depreciation, amortization
and non-recurring items ("EBITDA") of $3.0 million for the quarter
ended March 31, 2004, representing an 87.5% increase compared to
consolidated EBITDA of $1.6 million for the prior year period.
This increase in EBITDA occurred despite an investment of $2.1
million in funding start-up losses for new developing businesses
launched in late 2003, which includes Sync magazine, 1UP.com and
the Event Marketing Group.

"The strength of our diversified business model continued to drive
solid EBITDA gain over prior year's performance, particularly in
the areas of our online brands, enterprise publications and
conference business," said Robert F. Callahan, Chairman and CEO,
Ziff Davis Media Inc. "Consolidated revenues were flat due to
further softness in the videogame and consumer technology sectors,
but we're pleased with the revenue increases of our new and
developing products. We remain enthusiastic about market growth
for the second half of 2004, as business and consumer spending
forecasts continue to be positive. In the meantime, we'll continue
to invest further in new products and services to create value for
our customers, as well as find additional operating and cost
efficiencies to improve our businesses."

The Established Businesses segment is principally comprised of
seven of the Company's publications.

Revenue for the Established Businesses segment for the first
quarter ended March 31, 2004 was $32.7 million, down $3.4 million
or 9.4% compared to $36.1 million in the same period last year.
The decrease was primarily due to the continued softness in the
videogame and consumer technology magazine advertising markets
which resulted in advertising page and average revenue per page
declines for some of our publications. In addition, single copy
circulation revenues in these two areas also continued to decline
as consumer traffic and spending for mainline newsstands has
remained sluggish for the past year or more. Lastly, the Company
continues to see some further shifting of marketing budgets
towards additional advertising on its publication- affiliated
websites, and those advertising dollars are captured in the
Developing Businesses segment.

Cost of production for the Established Businesses segment for the
first quarter ended March 31, 2004 was $12.3 million, down $2.2
million or 15.2%, compared to $14.5 million in the prior year
period. The decrease primarily relates to manufacturing, paper and
distribution cost savings achieved through the implementation of a
number of new production and distribution initiatives across all
of the Company's publications, the impact of more favorable third-
party supplier contracts and certain revenue-variable cost
savings.

Selling, general and administrative (SG&A) expenses for the
Established Businesses segment were $15.3 million for the first
quarter ended March 31, 2004, down $1.6 million or 9.5% from $16.9
million in the same period last year. This decline was due to the
Company's ongoing cost containment efforts and a change in the
timing of certain magazine promotion and renewal campaigns which
were executed during the first quarter of 2003 but will occur in
different quarterly periods in 2004.

               Developing Businesses Segment
   (Ziff Davis Development Inc. and Ziff Davis Internet Inc.)

The Developing Businesses segment is comprised of several emerging
and new businesses in the magazine, Internet and event areas.

The three magazines in this segment are Baseline and CIO Insight,
which were launched in 2001, and Sync, the Company's new consumer
lifestyle magazine focused on digital technology, which will debut
in the summer of 2004. The Internet sites in this segment are
primarily those affiliated with the Company's magazine brands but
also include 1UP.com, the online destination for gaming
enthusiasts, which was launched in October 2003, and
ExtremeTech.com.

This segment also includes the Company's Event Marketing Group and
its two branded events: Business 4Site, a new strategic event
program designed to meet the changing information needs of
business technology decision-makers that will debut in June 2004;
and DigitalLife, a new four-day special event that showcases the
latest in digital technology, which will debut in October 2004.

Revenue for the Developing Businesses segment for the first
quarter ended March 31, 2004 was $9.3 million, compared to $6.0
million in the same period last year, reflecting a $3.3 million or
55.0% improvement. The increase is primarily related to higher
advertising revenue for the Company's Internet operations and CIO
Insight and substantially increased event revenues for Baseline
and CIO Insight. The Internet Group's revenues increased by $2.1
million or 69.9% for the first quarter of 2004 versus the prior
year period due to its continued strong growth in consumer
traffic, page views and new advertisers.

Cost of production for the Developing Businesses segment was $0.6
million for the first quarter ended March 31, 2004, down
approximately $0.1 million from $0.7 million in the same prior
year period. The decrease was primarily due to reduced Internet
infrastructure and operating costs resulting from the Company's
ongoing cost management initiatives and the impact of more
favorable third-party supplier contracts.

Selling, general and administrative (SG&A) expenses for the
Developing Businesses segment were $10.7 million for the first
quarter ended March 31, 2004, reflecting an increase of $2.3
million or 27.4% from $8.4 million in the same prior year period.
The increase was primarily due to incremental costs associated
with the Company's new business initiatives: Sync magazine;
1UP.com; and the Event Marketing Group, but also included
increased Internet promotion, content and sales costs and higher
Baseline and CIO Insight event costs due to higher sales volume in
these areas.

         Improved Cash Position and Payment of Debt

As of March 31, 2004, the Company had $45.4 million of cash and
cash equivalents, representing a $1.9 million net use of cash in
the first quarter 2004 versus the $47.3 million cash balance at
December 31, 2003 and an $8.9 million net increase in cash versus
the $36.5 million cash balance at March 31, 2003. The decrease
versus December 31, 2003 primarily reflects the normal seasonal
reduction in advertising billings and collections for the first
quarter of 2004. The increase versus March 31, 2003 reflects the
increased EBITDA and improved cash flow and working capital
throughout 2003 and into first quarter 2004. Specifically, the
Company continued improving its collection of advertising accounts
receivable during the first quarter of 2004, which resulted in a
decrease in Days Sales Outstanding ("DSO") at March 31, 2004 to 41
DSO compared to 45 DSO at March 31, 2003.

In accordance with its Senior Credit Facility agreement, the
Company made an "excess cash flow" payment for the year ended
December 31, 2003 on April 14, 2004. This payment, representing
75.0% of "excess cash flow" as defined under the Senior Credit
Facility, amounted to $6.4 million and along with our other
scheduled principal payments of approximately $13.0 million
payable within one year, is classified as Current portion of long-
term debt on our unaudited Condensed Consolidated Balance Sheet at
March 31, 2004. As a result of this payment, the Company's debt
outstanding under the Senior Credit Facility has been reduced to
$182.8 million as of April 14, 2004.

At March 31, 2004, Ziff Davis' balance sheet shows a total
stockholders' deficit of $888,057,000 compared to a deficit of
$863,351,000 at December 31, 2003

         Adoption of New Accounting Principle - SFAS 150

The Company adopted Statement of Financial Accounting Standards
No. 150 "Accounting for Certain Financial Instruments With
Characteristics of Both Liabilities and Equity" (SFAS 150),
effective January 1, 2004. SFAS 150 requires the Company to record
accrued dividends on mandatory, redeemable preferred stock as
interest expense and to classify the preferred stock as a long-
term liability on the Condensed Consolidated Balance Sheet. The
adoption of this statement increased the Company's total
liabilities by $757.4 million as of March 31, 2004 and increased
the Company's consolidated interest expense by $17.8 million for
the first quarter ended March 31, 2004. However, the adoption of
SFAS 150 has no impact on the Company's cash flow, its Senior
Credit Facility financial covenants or its ability to service its
debt payments under the Senior Credit Facility in 2004.

             First Quarter Highlights and Milestones

     PC Magazine

     * Ranked #1 with a 56.1% market share
     * Launched the PC Magazine conference events program in 25
       cities
     * Launched the PC Magazine SMB Summit
     * PCMag.com's unique visitor traffic increased 42.8% versus
       year ago

    Game Group

     * Ranked #1 with a 44.0% market share
     * Established a new section on 1UP.com titled "1UP Mobile
       Games"
     * Published a 2004 Game Guide for one of the leading
       retailers in the U.S.
     * Awarded the exclusive contract to publish the E3 Show Daily
       for 2004

    Enterprise Group

     * The Enterprise Group increased its market share to 18.8%
       versus 17.3%  year ago
     * eWEEK
        -- Completed the first quarter with a 19.5% market share
           versus 19.0% year ago
        -- Attracted hundreds of entries to its fourth annual
           Excellence Awards
        -- Launched eWEEK editorial events with a Security Summit,
           keynoted by Richard Clark, the former White House
           counter-terrorism advisor
     * Baseline
        -- Announced the Baseline 500, a special issue that will
           honor the top 500 publicly traded companies that
           deliver the best ROI for Enterprise IT projects
           implemented
     * CIO Insight
        -- Completed the first quarter with a 33.0% market share
           versus 26.8% year ago
        -- Announced its third annual Partners in Alignment Awards
     * Custom Conference Group
        -- Produced 52 conferences in the first quarter and
           tripled its revenue versus year ago

    Internet Group

     * Increased unique visitors by 48.3% for the first quarter
       versus prior year
     * Revenue increased 69.9% versus year ago
     * eSeminars(TM) held 27 events during the first quarter
       representing a 35.0% increase versus year ago
     * Commerce/business development revenue increased by 43.7%
       versus prior year

    Event Marketing Group

     * Business 4Site
        -- Signed Microsoft, IBM, HP, Intel, Toshiba and APC as
           exhibitors and sponsors
        -- Developed a strategic marketing partnership with The
           Los Angeles Times
     * DigitalLife
        -- Signed Best Buy as the official retail partner
        -- Developed a strategic marketing partnership with
           Cosmopolitan magazine
        -- New York City Mayor, Michael Bloomberg, officially
           endorsed DigitalLife and declared the third week in
           October 2004 "Digital Technology Week" in New York City

    Other

     * Launched the Serbian edition of PC Magazine
     * Increased licensing, rights and permissions revenue 12.3%
       in the first quarter versus year ago
     * Increased list rental revenue 22.9% in the first quarter
       versus prior year

                      Business Outlook

Reflecting the net impact of seasonally higher revenues offset by
the Company's continued investment in its new developing business
initiatives, the Company anticipates that consolidated EBITDA for
the second quarter of 2004 for Ziff Davis Holdings Inc. will be in
the range of $8.5 million to $9.5 million compared to $9.0 million
of consolidated EBITDA for the second quarter ended June 30, 2003.
The Company estimates that its investments in the three new
developing business initiatives that were started in late 2003
will be in the range of $1.5 million to $2.0 million for the
second quarter of 2004.

               About Ziff Davis Holdings Inc.

Ziff Davis Holdings Inc. is the ultimate parent company of Ziff
Davis Media Inc. Ziff Davis Media is a leading integrated media
company focusing on the technology, videogame and consumer
lifestyle markets. The Company is an information services provider
of technology media including publications, websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence. In the United States, the
Company publishes 10 market-leading magazines including PC
Magazine, Sync, eWEEK, CIO Insight, Baseline, Electronic Gaming
Monthly, Computer Gaming World, Official U.S. PlayStation
Magazine, Xbox Nation and GMR. The Company exports the power of
its brands internationally, with publications in 41 countries and
20 languages. Ziff Davis leverages its content on the Internet
with eight highly-targeted technology and gaming sites including
PCMag.com, eWEEK.com, ExtremeTech.com and 1UP.com. The Company
also produces highly-targeted b-to-b and consumer technology
events including Business 4Site and DigitalLife. With its main
headquarters and PC Magazine Labs based in New York, Ziff Davis
Media also has offices and lab facilities in the San Francisco and
Boston markets. Additional information is available at
http://www.ziffdavis.com/


* Gordon Brothers Acquires Insolvency Firm SHM Smith Hodgkinson
---------------------------------------------------------------
Gordon Brothers Group (GBG), LLC, through its European division,
Gordon Brothers Limited, has acquired SHM Smith Hodgkinson Group
(SHM), one of the United Kingdom's largest independent commercial
and industrial fixed asset valuation and disposition firms.

SHM, established in 1860, provides valuation and disposition
services covering all business situations including insolvency and
corporate recovery, plant and machinery and property appraisals
for asset based lenders, valuations, litigation and insurance
purposes, and corporate closure and asset dispositions. The firm
has over 50 employees throughout the UK with offices in
Manchester, Leeds, Birmingham and London, as well as offices in
Bucharest, Belgrade, Bangkok and Kuala Lumpur.

"This acquisition will enable Gordon Brothers, which has existing
operations in the UK, Germany and France, to expand our product
offerings and geographical reach to Eastern Europe and the Far
East," stated Merv Weich, Chief Executive of GB Limited. "SHM's
impeccable reputation in the appraisal and disposition of
commercial and industrial assets and real estate made this a
compelling transaction to Gordon Brothers."

"There is a natural synergy between the companies with strategic
benefits that will strengthen SHM's offerings," added Andrew
Duckworth, Chief Executive of SHM. "It will enable the firm to
continue to grow in the UK and encompass Gordon Brothers' core
skills in the retail area. The firm will also be able to further
develop its international appraisal and disposal business in
Western Europe and the US."

SHM directors Andrew Duckworth, Neil Duckworth and Richard
Parkinson have all entered into long-term agreements to continue
to manage and develop the business as part of Gordon Brothers
Group. The business will be known as SHM Smith Hodgkinson, a
Gordon Brothers Group Company.

                  About SHM Smith Hodgkinson

SHM Smith Hodgkinson -- http://www.shm-group.com/-- is the UK's
leading independent commercial auctioneer, appraiser and valuer of
business assets providing services to banks, asset-based lenders,
corporate finance professionals, and insolvency practitioners. The
firm regularly undertakes the disposition of company assets for
insolvency, restructuring and corporate closures. SHM has held a
number of high profile auctions including what is considered to be
the world's largest when it sold the assets of the Amedeo
Development Corporation in Brunei.

SHM has four offices in the UK -- Manchester, Leeds, Birmingham
and London -- and has a strong presence in South East Asia,
Central and Eastern Europe with offices in Bucharest, Belgrade,
Bangkok and Kuala Lumpur.

                  About Gordon Brothers Group

Founded in 1903, Gordon Brothers Group, LLC --
http://www.gordonbrothers.com/-- provides global financial,
operating and advisory services to companies at times of growth or
restructuring. Gordon Brothers delivers customized business
solutions for companies that seek to maximize liquidity of under-
performing inventory, real estate, commercial and industrial
assets, accounts receivable and intellectual property; facilitates
mergers and acquisitions; appraises assets and provides equity and
debt capital. During the past three years, Gordon Brothers
disposed of over $12 billion worth of inventory, mitigated $3
billion of leasehold obligations and conducted appraisals on over
$100 billion of assets.

In Europe the firm has undertaken projects for private equity
firms such as Permira, major insolvency practitioners and
retailers including BHS, Homebase, Littlewoods, What Everyone
Wants, Castorama and Oviesse.


* BOND PRICING: For the week of May 3 - 7, 2004
-----------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Comm                          3.250%  05/01/21    55
Adelphia Comm                          6.000%  02/15/06    55
American & Foreign Power               5.000%  03/01/30    69
Atlas Air                              9.250%  04/15/08    50
Best Buy                               0.684%  06/27/21    74
Burlington Northern                    3.200%  01/01/45    54
Burlington Northern                    3.800%  01/01/20    74
Calpine Corp.                          7.750%  04/15/09    70
Calpine Corp.                          7.875%  04/01/08    71
Calpine Corp.                          8.500%  02/15/11    71
Calpine Corp.                          8.625%  08/15/10    71
Coastal Corp.                          7.420%  02/15/37    75
Comcast Corp.                          2.000%  10/15/29    39
Cummins Engine                         5.650%  03/01/98    74
Dan River                             12.750%  04/15/09    26
Delta Air Lines                        2.875%  02/18/24    68
Delta Air Lines                        7.900%  12/15/09    58
Delta Air Lines                        8.000%  06/03/23    66
Delta Air Lines                        8.300%  12/15/29    51
Delta Air Lines                        9.000%  05/15/16    55
Delta Air Lines                        9.250%  03/15/22    55
Delta Air Lines                        9.750%  05/15/21    56
Delta Air Lines                       10.125%  05/15/10    60
Delta Air Lines                       10.375%  02/01/11    62
Delta Air Lines                       10.375%  12/15/22    58
Elwood Energy                          8.159%  07/05/26    68
Exide Corp.                           10.000%  04/15/05    20
Finova Group                           7.500%  11/15/09    60
Foamex L.P.                            9.875%  06/15/07    70
General Physics                        6.000%  06/30/04    52
Goodyear Tire                          7.000%  03/15/28    75
Inland Fiber                           9.625%  11/15/07    52
Level 3 Communications                 6.000%  09/15/09    52
Level 3 Communications                 9.125%  05/01/08    72
Level 3 Communications                11.250%  03/15/10    73
Liberty Media                          3.750%  02/15/30    68
Mirant Corp.                           5.750%  07/15/07    59
Motorola Inc.                          5.220%  10/01/97    73
National Steel Corp.                   8.375%  08/01/06     5
Northern Pacific Railway               3.000%  01/01/47    52
Universal Health Services              0.426%  06/23/20    59
US West CAP                            6.875%  07/15/28    75


                           *********

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 ***