TCR_Public/040504.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

               Tuesday, May 4, 2004, Vol. 8, No. 87

                           Headlines

ADELPHIA BUSINESS: Inks Stipulation Resolving Qwest Claim Disputes
AIR CANADA: Monitor Provides Update on Efforts to Raise Equity
AIRNET COMMS: Obtains $3MM in Purchase Orders from TECORE Wireless
AMERICAL CORP: Hires Beane Associates as Turnaround Managers
AMERICAN UNITED: Says Unable to Pay Possible NY Med. Liabilities

ANITA TERRACE: Chapter 11 Trustee Taps Keen Realty for Auction
AONIA DEVELOPMENT: U.S. Trustee to Meet with Creditors on May 11
ARMSTRONG HOLDINGS: Reports on Insurance Recovery Proceedings
AVAYA: S&P Revises Outlook to Positive on Improved Profitability
BECKMAN: Fitch Downgrades Rating on Net Lease Certificates to BB-

COEUR D'ALENE: Improved Liquidity Spurs S&P's Rating Upgrade to B-
CONSECO: Expects to Report $46-$50MM Net Income for First Quarter
CONSOL ENERGY: S&P Affirms BB- Corp. & Sr. Unsecured Debt Ratings
COVANTA: Court OKs Stipulation Resolving Federal Insurance Dispute
CWMBS INC: Fitch Assigns Low-B Ratings to 4 Series 2004-J4 Classes

DAN RIVER: Gets Nod to Employ Lamberth Cifelli as Attorneys
DII INDUSTRIES: Enters into Settlement Pact with Liberty Mutual
DIRECTV: OpenTV Wants $483,959 License & Support Fees Payment
DOLE FOOD: Wood Merger Prompts S&P's Neg. Watch on Low-B Ratings
DOMAN INDUSTRIES: Unsecured Creditors' Meeting Set for June 7

DPL INC: Audit Committee Review Delays 2003 Annual Report Filing
ENRON CORP: Asks Court to Approve Rawhide Deals Settlement Pact
ETEAM OF PA: Case Summary & 20 Largest Unsecured Creditors
FAIRFAX FINANCIAL: A.M. Best Assigns BB+ Rating to 7.75% Sr. Notes
FARMLAND IND: CHS Completes Purchase of 50% Agriliance Stake

FINOVA GROUP: Faces Securities Fraud Lawsuits Over Thaxton Notes
GAS TRANSMISSION: S&P Places Junk Ratings On CreditWatch Positive
FIRST VIRTUAL: Audit Committee Reviews Irregular Sale Transactions
FLEMING COMPANIES: Benenson Presses for Rent & Tax Payments
FLEMING: Texas-Based Exec. Group Offers $315MM Cash for Core-Mark

FLINTKOTE COMPANY: Case Summary & 20 Largest Unsecured Creditors
GENTEK: Amends Shelf Registration Statement Filed with SEC
GLOBAL CROSSING: Ernst & Young Replaces Grant Thornton as Auditor
IMMUNE RESPONSE: Obtains $12 Mil. in Private Placement Financing
KAISER ALUMINUM: Discusses Sale Proceeds Allocation With Committee

KMART HOLDING: Responds to PepsiCo Regarding Notice by SEC Staff
LIBERATE TECHNOLOGIES: Case Summary & Largest Unsecured Creditors
LOEWEN: Alderwoods to Host Q1 Conference Call Webcast Tomorrow
MANTA HOLDING CORP: Voluntary Chapter 11 Case Summary
MARK IV INDUSTRIES: S&P Assigns BB- Rating to $865M Sr. Bank Loan

MATRIA HEALTHCARE: S&P Rates Convertible Subordinated Notes at B-
MEADOWS OPERATIONS: Section 341(a) Meeting Slated for May 6
MID OCEAN: Fitch Downgrades 4 Classes of Series 2000-1 Notes
MIRANT CORP: Wants Approval of Econnergy Settlement Agreement
MORTGAGE ASSET: Fitch Rates Ser. 2004-5 Classes B-4 & B-5 at BB/B

MEDIAWORX INC: Gary L. Cain Discloses 89% Equity Stake
NEW HEIGHTS RECOVERY: Case Summary & Largest Unsecured Creditors
NEWTECH BRAKE: Ex-Auditor Mark Cohen Expresses Going Concern Doubt
NOVA CDO: S&P Places Class C & D Notes on CreditWatch Negative
ONEIDA LTD: Lenders Agree to Forbear Until June 15, 2004

OWENS CORNING: Wants Lease Decision Deadline Extended to Dec. 4
PARMALAT: Portola Tightens Credit Controls to Minimize Exposure
PEREGRINE SYSTEMS: Files Delayed 2003 Annual Report with SEC
POLAROID: Distributes Additional 3MM Shares to Unsecured Creditors
RELIANCE FINANCIAL: Summary & Overview of Bank Committee's Plan

REEVES COUNTY: S&P Removes Affirmed BB Rating from Credit Watch
RIGGS NATIONAL: Fitch Maintains Negative Watch on BB/D Ratings
SAMSONITE: Offering to Buy 10-3/4% Senior Notes Until May 27
SEQUOIA MORTGAGE: Fitch Rates $2MM Class B-5 Notes at B
SHELBOURNE II: Transfers Remaining Assets to Liquidating Trust

SIERRA PACIFIC: S&P Rates Proposed $50MM Synthetic Bank Loan at BB
SOLUTIA: Equity Panel Wants to Hire Pillsbury Winthrop as Counsel
SOLUTIA INC: Plans to Increase Adipic Acid Price on May 15
SOLUTIA: Nylon Industrial Fiber Price to Increase by 10% on May 15
SR TELECOM: Streamlines Operations to Reduce Costs

STEAKHOUSE PARTNERS: Reorganized Company Trades Under STKP Symbol
SHURGARD STORAGE: Fitch Monitors 10K Filing & Liquidity Status
TANDUS GROUP: Talking with Lenders to Amend Debt Covenants
TENNECO AUTOMOTIVE: Launches Sr. Debt Offer & Consent Solicitation
UNITED AIRLINES: Wants to Assume San Francisco Airport Lease

UTEX INDUSTRIES: Employs Bracewell & Patterson as Attorneys
WINSTAR: Trustee Agrees to Resolve Marconi Adversary Proceeding
WOMEN FIRST: Case Summary & 20 Largest Unsecured Creditors
YOUTHSTREAM MEDIA: Joseph Corso, Jr. Discloses 9.4% Equity Stake

* FindProfit.com Initiates Coverage on Troubled Telecom Companies

* Large Companies with Insolvent Balance Sheets

                           *********


ADELPHIA BUSINESS: Inks Stipulation Resolving Qwest Claim Disputes
------------------------------------------------------------------
Qwest Communications Corporation asserts that it currently holds
general unsecured claims for $22,449,866 and unpaid administrative
claims for $3,413,945 against the Adelphia Business Solutions,
Inc. (ABIZ) Debtors.

Qwest !nterprise America, Inc., asserts that it currently holds
general unsecured claims for $1,984,723 against the ABIZ Debtors.

               The Qwest Communications Agreements

Judy G.Z. Liu, Esq., at Weil, Gotshal & Manges, LLP, in New York,
informs the Court that Qwest Communications and one or more of
the ABIZ Entities entered into these agreements:

   (a) June 30, 1998 IRU Agreement
   (b) November 3, 2000 IRU Agreement
   (c) June 29, 2001 IRU Agreement
   (d) June 29, 2001 Columbus Conduit Sale
   (e) September 18, 2000 ICG Re-Bill Letter Agreement
   (f) September 18, 2000 Brooks Fiber Re-Bill Letter Agreement
   (g) September 29, 1999 Access Service Agreement

   The June 1998 IRU
   -----------------
   On June 30, 1998, ABIZ and Qwest Communications entered into
   the June 1998 IRU, which granted ABIZ an indefeasible right of
   use in various long haul fiber segments throughout the eastern
   United States.  Pursuant to the June 1998 IRU, Qwest
   Communications provided ABIZ with as-built drawings of the
   telecommunications fiber routes.

   Based on the Drawings, ABIZ contends that the actual fiber
   mileage delivered to and accepted by ABIZ from Qwest
   Communications was less than the 4,750 miles that Qwest
   Communications initially estimated in the June 1998 IRU.  As a
   result, the IRU fee and maintenance obligations due to Qwest
   Communications under the June 1998 IRU should be reduced by
   $1,000,000.

   Qwest Communications disputes ABIZ's interpretation of the
   number of miles delivered to and accepted by ABIZ pursuant to
   the June 1998 IRU, and contends that an accurate true-up would
   indicate that the actual number of miles delivered to and
   accepted by ABIZ was 4,774.56, and, therefore, the IRU fee and
   maintenance obligations under the June 1998 IRU would actually
   be greater than the amount that was invoiced by Qwest
   Communications.

   ABIZ argues that it assigned to Adelphia Communications
   Corporation its rights in and to the segment of the June 1998
   IRU Fiber Route from Cleveland, Ohio to Pittsburgh,
   Pennsylvania.

   Qwest Communications asserts that it holds against the ABIZ
   Debtors a general unsecured claim for $631,680 and
   administrative expense claims for $3,264,832, against the ABIZ
   Debtors arising from the June 1998 IRU.

   November 2000 IRU
   -----------------
   Pursuant to the November 2000 IRU, Qwest Communications
   granted ABIZ an IRU for an aggregate purchase price of
   $8,728,000.  ABIZ paid the $2,182,000 initial purchase
   installment but did not pay the final installment and other
   related prepetition charges, which Qwest Communications
   asserts as $7,192,746.

   Qwest Communications avers that ABIZ owes it $149,113 in the
   aggregate for unpaid administrative expenses relating to the
   November 2000 IRU.

   In June 2002, ABIZ rejected the November 2000 IRU.

   Qwest Communications requested that ABIZ abandon all of its
   rights and interests arising from, or related to, the November
   2000 IRU.

   June 2001 IRU
   -------------
   ABIZ granted Qwest Communications an IRU along routes to be
   constructed by ABIZ in the Detroit metropolitan area for a
   $10,335,000 purchase price.  Qwest Communications paid the
   purchase price in full.  Construction of the June 2001 IRU was
   never completed, and ABIZ rejected the June 2001 IRU in
   February 2003.

   Qwest Communications asserts that ABIZ owes it $10,335,000 as
   a prepetition rejection damage claim.

   ICG Re-Bill Agreement
   ---------------------
   Qwest Communications and ABIZ agreed that, pursuant to the ICG
   Re-Bill Agreement, ABIZ would pay invoices received from ICG
   Communications, Inc., on Qwest Communications' behalf, and re-
   bill Qwest Communications at a 10% discount.

   Qwest Communications believes that it holds a prepetition
   damage claim relating to the ICG Re-Bill Agreement for
   $795,792, which consists of:

   (1) $245,213 paid to ABIZ by Qwest Communications for ICG
       invoices, which ABIZ did not remit to ICG; and

   (2) $61,980 in taxes and $488,599 in primary rate interface
       charges which Qwest Communications asserts were improperly
       billed by ABIZ to Qwest Communications.

   Brooks Re-Bill Agreement
   ------------------------
   Qwest Communications and ABIZ agreed, pursuant to the Brooks
   Re-Bill Agreement, that ABIZ would pay invoices received from
   Brooks Fiber on Qwest Communications' behalf, and re-bill
   Qwest Communications at a 10% discount.

   Qwest Communications believes that it holds a prepetition
   damage claim relating to the Brooks Re-Bill Agreement for
   $3,472,554, which consists of:

   (1) $233,046 paid to ABIZ by Qwest Communications for Brooks'
       invoices, where ABIZ did not pay Brooks on those same
       invoices; and

   (2) $3,239,509 for late payment, installation and tax charges
       under the Brooks Re-Bill Agreement, which Qwest
       Communications asserts were improperly billed by ABIZ to
       Qwest Communications.

   Unpaid Facility Costs
   ---------------------
   Qwest Communications asserts a prepetition damage claim
   against the ABIZ Debtors amounting to $22,094 for unpaid
   facility costs.

                 The Qwest !nterprise Agreements

On December 29, 2000, ABIZ and Qwest !nterprise entered into a
Network Services Agreement.  Pursuant to the Agreement, Qwest
!nterprise purchased PRI services from ABIZ to meet Qwest
!nterprise's commitments under a separate agreement with Genuity
Solutions, Inc.  In addition, ABIZ and Qwest !nterprise entered
into a collocation agreement dated October 12, 1998.

A dispute arose under the Qwest !nterprise Agreements related to
the payment of right-of-way fees to the City of Houston, Texas.
The Houston Payments relate to circuits provisioned for Qwest
!nterprise by one or more of the ABIZ Entities, which circuits
are then resold by Qwest !nterprise to Genuity.

Qwest !nterprise admits that it owes one or more of the ABIZ
Entities $1,436,053 relating to prepetition charges for PRI
Services rendered, and asserts that one or more of the ABIZ
Debtors owes Qwest !nterprise $1,984,723 for improperly billed
subscriber line charges that Qwest !nterprise paid to the ABIZ
Entities.  Qwest !nterprise further contends it has a right to
set off the amount allegedly owed by the ABIZ Entities for the
SLC Charges and the amount owed by Qwest !nterprise for the PRI
Services, which would result in a $548,670 net prepetition
unsecured claim for Qwest !nterprise.

As of May 31, 2003, Qwest !nterprise discontinued all the
services that it ordered under the Qwest !nterprise Agreements.

         ABIZ Debtors' Claims Against the Qwest Entities

The ABIZ Debtors assert that they currently hold claims against
either Qwest Communications or Qwest !nterprise for $15,499,555.

   The NSA
   -------
   ABIZ asserts that Qwest !nterprise breached the NSA and that
   ABIZ is therefore entitled to $12,450,000 in damages.  Qwest
   !nterprise admits it owes one or more of the ABIZ Entities
   $1,436,053 for prepetition PRI Services.

   Access Service Agreement
   ------------------------
   On September 29, 1999, ABIZ and Qwest Communications entered
   into the Access Service Agreement wherein ABIZ agreed to
   provide telecommunications services to Qwest Communications.

   ABIZ asserts that, notwithstanding that Qwest !nterprise was
   not a party to the Access Service Agreement, Qwest !nterprise
   purchased services from ABIZ under the Access Service
   Agreement, which services were later cancelled by Qwest
   !nterprise.  ABIZ asserts that Qwest !nterprise owes ABIZ
   $600,000 for early termination charges under the Access
   Service Agreement.

   Qwest Communications believes that, as of the Petition Date,
   it owes ABIZ, $202,993 for access service charges arising
   under the Access Service Agreement.  Qwest Communications
   further asserts that it has the right to set off the $202,993
   against Qwest Communications' aggregate prepetition general
   unsecured claim for $22,449,866.

   ABIZ contends that Qwest Communications owes $260,510 for
   postpetition services provided under the Access Service
   Agreement through December 31, 2003.

   The Collocation Agreement
   -------------------------
   ABIZ asserts that Qwest !nterprise owes ABIZ $300,000 for
   early termination charges due to Qwest !nterprise's
   discontinuance of services under the Collocation Agreement.

   Columbus Conduit Sale Agreement
   -------------------------------
   On June 29, 2001, Qwest Communications and Adelphia Business
   Solutions Long Haul, L.P., entered into the Columbus Conduit
   Sale Agreement wherein Qwest Communications sold to Long Haul
   all rights, title, and interests in and to two conduits on a
   multiple conduit system being constructed by Qwest
   Communications in the Columbus, Ohio metropolitan area.

   Certain matters with respect to the Columbus Conduit Sale
   Agreement were recently settled by way of an Amendment to the
   Sale Agreement, which the Court approved on February 18, 2004.  
   The Amendment provides that Long Haul is entitled to a
   $250,000 offset against future maintenance and operation fees
   otherwise due to Qwest Communications under the June 1998 IRU.

                       Summary of the Claims

The claims asserted by the Qwest Entities against the ABIZ
Debtors are:

                                          Unsecured        Admin
Description              Qwest Entity       Claim          Claim
-----------              ------------     ---------        -----
June 1998 IRU           Communications     $631,680   $3,264,832
November 2000 IRU       Communications    7,192,746      149,113
June 2001 IRU           Communications   10,335,000            0
ICG Re-Bill             Communications      795,792            0
Brooks Fiber Re-Bill    Communications    3,472,554            0
Facility Costs          Communications       22,094            0
SLC Charges             !nterprise       $1,984,723            0
                                        -----------   ----------
                 TOTAL                  $24,434,589   $3,413,945

The ABIZ Debtors assert these claims against either Qwest
Communications or Qwest !nterprise:

Description                      Against                  Amount
-----------                      -------                  ------
NSA - Damage Claim               Qwest !nterprise    $12,450,000

NSA - Pre-Petition PRI Services  Qwest !nterprise      1,436,053

Access Service Agreement -
   Postpetition Early
   Termination Charges           Qwest !nterprise        600,000

Access Service Agreement -
   Prepetition Access
   Service Charges               Qwest Communications    202,993

Access Service Agreement -
   Postpetition Access
   Service Charges               Qwest Communications    260,509

Collocation Agreement -
   Postpetition Early
   Termination Charges           Qwest !nterprise        300,000

Columbus Credit                  Qwest Communications    250,000
                                                     -----------
                 TOTAL                               $15,499,555

                           Stipulation

To resolve their dispute, the Parties stipulate that:

    (1) Long Haul will be deemed to have used the Columbus Credit
        to offset the amount otherwise due to Qwest
        Communications for the first quarter 2004 recurring
        operations and maintenance obligations under the June
        1998 IRU.  The recurring operations and maintenance
        obligations total $470,683;

    (2) Long Haul will pay Qwest Communications $220,683, which
        represents the net balance due to Qwest Communications
        for the first quarter 2004 recurring operations and
        maintenance obligations under the June 1998 IRU after
        application of the Columbus Credit.  Long Haul will also
        pay Qwest Communications for any non-recurring operations
        and maintenance obligations for the first quarter 2004,
        which may be due;

    (3) Commencing April 1, 2004, the ABIZ Debtors will be
        responsible and liable for and will timely pay all
        recurring and non-recurring operations and maintenance
        obligations due to Qwest Communications under the June
        1998 IRU;

    (4) Qwest Communications will pay ABIZ the Unpaid Access
        Service Charges amounting to $260,510;

    (5) The Parties value the remaining Qwest Claims and the ABIZ
        Debtors Claims equally and these Claims will be deemed
        set off and satisfied in full.  The Parties expressly
        consent to and acknowledge the validity of the set-offs
        without the mutuality of the entities subject to the set-
        offs;

    (6) ABIZ will be deemed to assume the June 1998 IRU and Qwest
        Communications consents to the assumption and waives all
        defaults that arose before December 31, 2003;

    (7) The June 1998 IRU Mileage Dispute is resolved and the
        agreed mileage delivered by Qwest Communications to
        the ABIZ Debtors pursuant to the June 1998 IRU is
        4,774.56 miles for all purposes, including for the
        calculation of future maintenance and operating
        obligations;

    (8) Qwest Communications will exercise its commercially
        reasonable, good faith efforts to separate the June 1998
        IRU into two separate IRUs on the same terms as is
        currently contained in the June 1998 IRU, one with ACOM
        specific to the ACOM Segment, and the other with the ABIZ
        Debtors specific to all other route segments under the
        June 1998 IRU;

    (9) The ABIZ Debtors' interests in the November 2000 IRU
        and the capacity acquired pursuant to the November 2000
        IRU will be deemed immediately abandoned to Qwest
        Communications; and

   (10) Qwest !nterprise and the ABIZ Debtors agree to jointly
        submit to the City of Houston:

        (a) a check from Qwest !nterprise for $129,318,
            representing the total amount due to the City of
            Houston with respect to the Genuity Dispute;

        (b) a written request from the ABIZ Debtors to withdraw
            its refund claim dated April 23, 2003 with the City
            of Houston; and

        (c) a cover letter to explain the resolution of the
            matter and the reservation of rights for future
            claims that will jointly be prepared by Qwest
            !nterprise and ABIZ.

        No action under the Stipulation will be considered as an
        admission by the Parties as to the proper apportionment
        of the payment of fees to the City of Houston with
        respect to the Genuity Dispute, or the validity of the
        claim.

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


AIR CANADA: Monitor Provides Update on Efforts to Raise Equity
--------------------------------------------------------------
Air Canada provides the following update on the airline's
restructuring under the Companies' Creditors Arrangement Act:

     Twenty-Fifth Report of the Monitor Now Available

The Twenty-Fifth Report of the Monitor has been completed by Ernst
and Young Inc. The report includes an update on the following:

    1) An update on efforts to raise the equity required by Air
       Canada to successfully emerge from CCAA protection;

    2) A summary of an expanded creditor rights offering and the
       terms of the amended and restated Deutsche Bank standby
       purchase agreement. The Rights Offering and the $850
       million Deutsche Bank Standby Agreement will become
       cornerstone of the Equity Process, subject to the Court's
       approval.

    3) An outline of a private equity solicitation process to be
       commenced on May 5, 2004 to raise a possible additional
       $250 million, subject to approval by the Court.

    4) Details on the extension of the Global Restructuring
       Agreement with GE Capital Aviation Services (GECAS); and

    5) Details of an agreement with the Greater Toronto Airport
       Authority(GTAA).

In the report, the Monitor states that the amended agreement with
Deutsche Bank will provide immediate certainty to stakeholders
that Air Canada will have the equity financing required by the
business plan in order to emerge from CCAA on an accelerated
timeline. Furthermore, the agreement provides immediate stability
to Air Canada and assurance to the traveling public prior to the
peak travel season.

The Monitor notes that certain key conditions to the amended
Deutsche Bank Agreement must be met by May 15,2004 and that five
milestone s must also be achieved to ensure the continued
availability of the GECAS Global Restructuring Agreement.

The Monitor recommends that the Court approve both the amended
Deutsche Bank agreement and the Private Equity Process.

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.


AIRNET COMMS: Obtains $3MM in Purchase Orders from TECORE Wireless
------------------------------------------------------------------
AirNet Communications Corporation (Nasdaq:ANCC), the technology
leader in software defined base station products for wireless
communications, announced that it has received approximately $3M
in purchase orders from TECORE Wireless Systems for three new
international deployments in the Middle East and Africa. These
orders include the purchase of AirNet's AdaptaCell BTS 4000
together with the "Triple Capacity" AirSite Backhaul Free base
station, and related common equipment. A portion of these orders
have shipped in the first quarter and the remainder is scheduled
to ship in the second quarter of this year.

The AdaptaCell BTS 4000 product line is AirNet's latest broadband,
software defined base station and it represents the state of the
art in GSM 2.5G communications. These orders mark the first
shipment of this product line into offshore markets. In addition
to being more compact and reliable, the BTS 4000 has the
capability of easily upgrading to adaptive array and high-speed
data applications.

"TECORE's full range of GSM network solutions have been well
received by our customers in the Middle East and Africa markets,"
said Jay Salkini, Chairman and CEO of TECORE. "We continue to grow
our presence throughout the region by offering cost-effective
solutions for a variety of GSM applications capable of providing
service in a wide range of environmental operating conditions.
TECORE's stated goal is to bring affordable and reliable wireless
communications to everyone in these emerging markets."

"TECORE has done a tremendous job of developing new markets in the
Middle East and Africa," said Glenn Ehley, President & CEO of
AirNet Communications. "Our AdaptaCell 4000 product line offers
our customers all the advantages of our broadband, software-
defined radio technology at reduced price points with improved
functionality."

                           About TECORE

TECORE Wireless Systems is a global supplier of turn-key wireless
mobility networks for regional and country-wide deployments and
solutions for migrating existing networks to advanced digital
wireless technologies while expanding coverage and capacity. The
company's turn-key solutions include its AirCorer Mobile Switching
System at the core of the network in conjunction with GSM/GPRS,
CDMA and TDMA base station solutions to deliver fully-integrated
feature-rich services.

                         About AirNet

AirNet Communications Corporation is a leader in wireless base
stations and other telecommunications equipment that allow service
operators to cost-effectively and simultaneously offer high-speed
wireless data and voice services to mobile subscribers. AirNet's
patented broadband, software-defined AdaptaCell SuperCapacity
adaptive array base station solution provides a high-capacity base
station with a software upgrade path to high-speed data. The
Company's AirSite Backhaul Free base station carries wireless
voice and data signals back to the wireline network, eliminating
the need for a physical backhaul link, thus reducing operating
costs. The Company's RapidCell base station provides government
and military communications users with up to 96 voice and data
channels in a compact, rapidly deployable design capable of
processing multiple GSM protocols simultaneously. AirNet has 69
patents issued or filed and has received the coveted World Award
for Best Technical Innovation from the GSM Association,
representing over 400 operators around the world. More information
about AirNet may be obtained at http://www.airnetcom.com/

                           *   *   *

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


AMERICAL CORP: Hires Beane Associates as Turnaround Managers
------------------------------------------------------------
Americal Corporation is asking permission from the U.S. Bankruptcy
Court for the Eastern District of North Carolina, Raleigh
Division, to employ Beane Associates, Inc., as its turnaround
managers.

Beane Associates has a depth of experience in turnaround
situations, including Bankruptcy proceedings. Beane is a
turnaround and crisis management consulting firm with offices in
Wilmington, Delaware.

Thoms J. Beane reports that his firm will bill the Debtor its
current hourly rates of:

      Staff Designation        Billing Rate
      -----------------        ------------
      senior consultants       $235 to $250 per hour
      consultants              $200 to $225 per hour

Beane Associates will:

   a) give advice and assistance in the preparation of reports or
      filings as required by the Bankruptcy Court or the Office
      of the Bankruptcy Administrator, including any monthly
      operating reports and Schedules of Assets and Liabilities
      or Statements of Financial Affairs and Executory
      Contracts;

   b) work with the Debtor and its professionals, as requested
      and to the extent not duplicative of other efforts, with
      various analyses necessary for formulation of a plan of
      reorganization including analyses relevant to creditor
      claims, preference or other avoidance actions, and
      structuring a plan of reorganization;

   c) give advice and assistance in the preparation of financial
      information and documents necessary for confirmation of
      this chapter 11 case including information contained in
      the disclosure statement;

   d) attend meetings of the Debtor's management and counsel
      focused on the coordination of resources related to the
      ongoing bankruptcy reorganization effort, as requested;
      and

   e) give advice and assistance to the Debtor in the
      identification of and, to the extent requested, consultation
      related to the implementation of internal cost reduction and
      cash management plans.

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


AMERICAN UNITED: Says Unable to Pay Possible NY Med. Liabilities
----------------------------------------------------------------
On June 16, 2003, American United Global, Inc., a Delaware
corporation, Lifetime Acquisition Corp., a Delaware corporation
and wholly owned subsidiary of the Company ("Merger Sub"), and
Lifetime Healthcare Services, Inc., a Delaware corporation,
entered into an Amended and Restated Agreement and Plan of Merger.  
The Merger Agreement was approved by the Board of  Directors of
each of the companies, on June 13, 2003 and by the stockholders of
Lifetime and Merger Sub on June 13, 2003.

Prior to the Merger, the Rubin Family Irrevocable Stock Trust
owned approximately 77.6% of the shares of the common stock, par
value $.01 per share, of the Company.

On June 17, 2003, the Company, through Merger Sub, acquired 100%
of the capital stock of Lifetime.  Pursuant to the Merger
Agreement, Merger Sub was merged with and into Lifetime,  with
Lifetime continuing as the surviving corporation of the Merger and
a wholly-owned subsidiary of the Company.

At the time of the  Merger, Lifetime was a holding company whose
only asset consisted of its  ownership of 55% of the outstanding
capital stock of NY Medical, Inc., a New York corporation,
acquired by Lifetime immediately prior to the consummation of the
Merger.

In connection with the Merger, the Company issued an aggregate of
467,500 shares of its newly  authorized and designated B-2
Preferred to the former Lifetime stockholders.  Each share of the
B-2 Preferred was convertible, on or after December 17, 2003 (or
earlier upon the occurrence of certain specified events), into 20
shares of Company common stock, or an aggregate of 9,350,000
shares of Company common stock if all shares of B-2 Preferred were
converted.

In contemplation of the Merger Agreement, the Company declared a
stock dividend on the  Company common stock with a record date of
June 10, 2003.  The stock dividend took the form of the issuance
of 232,500 shares of the Company's newly authorized and designated
Series B-3  Convertible Preferred Stock to the holders of the
Company common stock on the record date on a pro rata basis.  Each
share of the B-3 Preferred is convertible, on or after December
17, 2003 (or earlier upon the occurrence of certain specified
events), into 20 shares of Company  common stock.  The shares of
B-3 Preferred are convertible at the option of the holder of  such
share or pursuant to a resolution in favor thereof by the Board of
Directors of the  Company.  Accordingly, an aggregate of 4,650,000
shares of Company common stock would be issued to the Company's
record holders of the B-3 Preferred if all shares of B-3 Preferred
are converted.

Immediately prior to the consummation of the Merger and the
Company's acquisition of  Lifetime, Lifetime acquired  5% of the
capital stock of NY Medical pursuant to a Stock Purchase
Agreement, dated March 21, 2003, as amended.  NY Medical provides
facilities and management services for various medical practices
which specialize in areas of neurology, orthopedics, psychiatry
and internal medicine. The selling NY Medical stockholder was
Redwood Investment Associates, L.P., an affiliate of Dr. Jonathan
Landow, the President and Chief Executive Officer of NY Medical.

Under the terms of the NY Medical Stock Purchase Agreement,
Lifetime issued to Redwood a $5,500,000 principal amount 6%
convertible note, of which $2,000,000 is due and payable on or  
before March 22, 2004.  In connection with the Merger, the Company
unconditionally guaranteed the Lifetime Note.  The balance of the
Lifetime Note is payable in seven quarterly installments of
$500,000 each, commencing July 1, 2004 and is convertible at the
option of the holder into shares of Company common stock at a
conversion price of $4.00 per share.  Each principal installment
due under the Lifetime Note is also subject to mandatory
conversion in the event that the closing price of the Company
common stock equals or exceeds $4.80 per shares for the 30
consecutive trading days ending the last trading day prior to the
subject  installment payment date.  In addition to the Lifetime  
Note, the Company also guaranteed payment by NY Medical of a
separate $4,662,830 principal amount 6% Amended and Restated
Senior Subordinated Term Loan Promissory Note of NY Medical, dated
as of June 16, 2003 and payable to Tracy Landow, as assignee of
Dr. Jonathan Landow.

Under the terms of a certain Closing Agreement dated June 16,
2003, between the Company,   Lifetime, Dr. Jonathan Landow, Tracy
Landow, certain former stockholders of Lifetime, the Rubin Family
Irrevocable Stock Trust (the record owner of approximately 77.6%
of the outstanding Company common stock at the time of the Merger)
and Robert M. Rubin, the Company agreed to pay at least $3,662,830
of principal and all accrued interest due under the Landow Note by
October 17, 2003.  The Closing Agreement also provides that if,
for any reason, the Company and/or Lifetime is unable to pay at
least $3,662,830 of principal  and all accrued  interest due under
the Landow Note by October 17, 2003 (subject only to the potential  
deferral of $500,000 of such amount for up to six months) and/or
pay the Landow Note in full and an aggregate of $2,000,000 in
principal amount of the Lifetime Note by March 22, 2004, a
"Default Event" will be deemed to have occurred.  In such event,
Dr. Landow has the right to cause the Company to engage the
services of an investment banker to sell NY Medical at the highest
available price and (subject to the Company's receipt of an
opinion from such banker that the terms of sale are fair, from a
financial point of view, to the Company, Lifetime and the
Company's stockholders, giving effect to the NY Medical Stock
Purchase  Agreement and the Closing Agreement) may compel the
Company to consummate such sale.

Pending consummation of the Payment Events or forced sale of NY
Medical, the parties to the Closing Agreement agreed

      -- upon certain mutual covenants in respect of the
         activities of the Company and the operation and control
         of the NY Medical business,

      -- that Redwood would have the right to nominate two persons
         to constitute a majority of the Board of Directors of
         each of NY Medical and Lifetime, and

      -- that the Board of Directors of the Company would be
         reconstituted to consist of five persons; Robert M. Rubin
         and another person acceptable to him, two nominees of
         Redwood, and a fifth independent director to be
         mutually acceptable to each of Mr. Rubin and Redwood.

Mr. Rubin remained on the Company Board of Directors and
designated C. Dean McLain as his  additional designee on the
Company's Board of Directors and Messrs. David Barnes, Michael
Metter and Howard Katz were asked to tender their resignations as
directors, and Messrs.  Barnes and Metter tendered their
resignations. In addition, Dr. Jonathan Landow, Stuart B. Fause
and John F. Good were nominated and elected to the Company Board
of Directors with the approval of Messrs. Rubin and McLain.

The Closing Agreement also provided that in the event a forced
sale of NY Medical were to occur, the proceeds of such sale would
be applied in the following order of priority:

      -- to pay transaction costs (other than the fairness
         opinion, which is to be paid by the Company);

      -- to pay all indebtedness of NY Medical (other than
         approximately $1,500,000 of NY Medical indebtedness owed
         to the Company);

      -- to pay all obligations under the Landow Note and the
         Lifetime Note;

      -- to pay the costs of the fairness opinion; and

      -- to the Company, to the extent of any remaining net
         proceeds.

To the extent that all obligations under the Landow Note and the
Lifetime Note are not paid in full out of the proceeds of the NY
Medical forced sale, the Company was to be liable for any unpaid
balance due within six months following such sale.  The  Company
will, however, have the right to demand and receive payment from
NY Medical on any unpaid amount due on the  Company's loans to NY
Medical in the principal aggregate amount of $1,500,000.

The Company, as the parent company of Lifetime, also entered into
a shares exchange agreement to acquire the remaining 45% of the
outstanding capital stock of NY Medical from  the New York Medical
Employee Stock Ownership Plan and Trust in exchange for
approximately $4,500,000 of the Company's convertible preferred
stock.

During 2003, the Company loaned Lifetime (which, in turn, loaned
such funds to NY Medical) and NY Medical an aggregate of
$1,500,000, which NY Medical has used primarily for working
capital purposes and to reduce NY Medical's indebtedness to DVI.
The $1,500,000 of Company loans were consolidated and are now
evidenced by NY Medical's 6% note to the Company due as to
principal and interest on January 2, 2004 and secured by a lien
and security interest on all of the assets and properties of NY
Medical, which lien and security interest is secondary only to the
liens held by DVI or any substitute senior secured lender.

On June 17, 2003, the Company received an aggregate of $1,350,000
(net of selling  commissions) in connection with the sale of
$1,500,000 in aggregate principal amount of 10%  convertible notes
due March 2004 (the "Bridge Notes") through Vertical Capital
Partners, a member of the NASD. Robert DePalo, a former officer of
Lifetime and affiliate of a former  Lifetime stockholder, is also
affiliated with Vertical Capital Partners.  The principal and
interest due under the Bridge Notes are convertible into Company
common stock at any time at $1.00 per share.  In addition, the
purchasers of the Bridge Notes received five year warrants to
purchase an aggregate of 1,000,000 shares of Company common stock;
provided, that if the  principal and interest due under Bridge
Notes have not been paid in full by October 17, 2003,  the number
of shares issuable upon exercise of the warrants will increase to
1,250,000 shares, and increase further to an aggregate of
1,500,000 shares in the event that, for any reason,  the Bridge
Notes have not been paid in full by January 17, 2005.  The
warrants are exercisable at the price of $0.75 per share.  The
Company utilized an aggregate of approximately $650,000 of the net
proceeds from the sale of the Bridge Notes to increase its
outstanding loans to Lifetime and NY Medical from $850,000 to
$1,500,000. The Company secured the Bridge Notes by assigning to
the holders its lien and security interest on the assets of NY
Medical.

      Subsequent Events;  Rescission of Lifetime Merger and NY
            Medical Acquisition and Related Transactions

Following its June 2003 acquisitions of Lifetime and 55% of the
capital stock of NY Medical,  the Company attempted to consummate
a private placement of its securities in order to raise  
approximately $5.7 million to pay $2.0 million principal amount of
the Lifetime Note and retire the Landow Note in order to satisfy
both of the October 17, 2003 "Payment Events"  under the Closing
Agreement with the former principal owner of NY Medical and its
affiliates.  In October 2003, Dr. Landow, acting on behalf of NY
Medical, Tracy Landow and Redwood,  extended the due date to
satisfy the Payment Events to November 17, 2003, in consideration   
for the Company's agreement to extend the due date of the
$1,500,000 NY Medical Note payable to the Company to January 2,
2005.

Notwithstanding the extension, the Company was unable to
consummate the requisite financing by the extended date, and in
November 2003, Dr. Landow declared a Default Event.  On December
5, 2003, written notice of a special telephonic meeting of the
Board of Directors to be held on Monday, December 8, 2003 was
transmitted by Messrs. Landow, Fause and Good to Messrs. Rubin and
McLain; the purpose of which special meeting, among other things,
was to consider a possible rescission of the acquisition of 55% of
the capital stock of NY Medical by the Company and the
transactions relating thereto. On December 8, 2003, a telephonic
meeting of the Board was convened.  As a result of such Board
Meeting, minutes were prepared and executed by Messrs. Landow,
Fause and Good, and on December 9, 2003, a rescission agreement
among the  Company, Lifetime Acquisition Corp., Lifetime, NY
Medical, Redwood and the ESOP, dated as of December 9, 2003 was
entered into and delivered to counsel to the Company and Messrs.
Rubin and McLain.

Under the terms of such Rescission Agreement:

      -- the Merger, Lifetime Merger Agreement and all related
         Merger Documents were cancelled and rescinded and
         rendered null and void, ab initio, for all purposes,
         including for tax purposes;

      -- the NY Medical Stock Purchase Agreement, the acquisition
         of capital stock of NY Medical and all transactions
         relating thereto were cancelled and rescinded and
         rendered null and void, ab initio, for all purposes,
         including for tax purposes;

      -- the Share Exchange Agreement between the Company and the
         ESOP and all transactions relating thereto were cancelled
         and rescinded and rendered null and void, ab initio, for
         all purposes, including for tax purposes; and

      -- in order to enable the Company to repay the $1.5 million
         of Bridge Notes owed to certain investors in March 2004,
         NY Medical agreed under the terms of the Rescission
         Agreement that "the NY Medical Note shall be modified
         such that all principal and interest thereunder shall be
         due from NY Medical to AUGI on March 30, 2004." In
         consideration of such modification, the Rescission
         Agreement permits NY Medical or its representatives to
         communicate directly with the holders of the Bridge Notes
         for the purpose of, among other things, negotiating an
         alternative mechanism for the payment of the Bridge
         Notes.

Subsequent to December 9, 2003, Mr. Rubin objected to the December
8, 2003 Company Board of Directors meeting and the Rescission
Agreement for a variety of reasons, including, the alleged failure
to properly convene such meeting or have a valid quorum of
directors  present.  On December 12, 2003, counsel for NY Medical
and Redwood commenced a lawsuit against the Company, Lifetime,
Robert M. Rubin, Kenneth Orr and Robert DePalo in the New York
State  Supreme Court seeking, among other things to declare the
Rescission Agreement as valid and effective and also seeking
monetary damages against the defendants for fraudulent inducement,  
unjust enrichment and breach of fiduciary duties and breach of
contract. The Company and its counsel believe that the suit is
totally without merit and that the Company has a number of  valid
defenses and counterclaims against Dr. Landow and NY Medical.

Since late December 2003, the parties have been holding
discussions with a view toward  settling the dispute, and the
defendants in the above litigation have been granted extensions to
answer or otherwise plead.

On March 8, 2004, corporate counsel to the Company advised counsel
to NY Medical, Redwood and its affiliates that each of the Company
and Messrs. Rubin and McLain, as members of the  Board of
Directors of the Company have reconsidered their position and that
they agree with NY Medical, Redwood, Dr. Landow, Tracy Landow and
the ESOP that:

      -- effective as of December 9, 2003, the Merger, Lifetime
         Merger Agreement and all related Merger Documents are
         null and void, ab initio, for all purposes, including,
         without limitation, for tax purposes;

      -- effective as of December 9, 2003, the NY Medical Stock
         Purchase Agreement, the acquisition of capital stock of
         NY Medical and all transactions contemplated thereby are
         null and void, ab initio, for all purposes, including,
         without limitation, for tax purposes; and

      -- effective as of December 9, 2003, the Share Exchange
         Agreement between the Company and the ESOP and all
         transactions contemplated thereby are null and void, ab
         initio, for all purposes, including, without limitation,
         for tax purposes; and

      -- all principal amount of and accrued interest on the NY
         Medical Note is, in fact, due and payable on March 30,
         2004, and NY Medical shall have the right to communicate
         directly with the holders of the Bridge Notes for the
         purpose of, among other things, negotiating an
         alternative mechanism for the payment of the Bridge
         Notes.

The Company's counsel's letter did not condition acceptance of the
above arrangements upon a dismissal or voluntary settlement of the
pending litigation, but rather requested that NY Medical or its
counsel advise as to mechanisms for NY Medical to (a) communicate
with the holders of the Bridge Notes, (b) effect full payment on
March 30, 2004 of the NY Medical Note, and (c) return the stock
certificates and other documents to effect the transactions  
contemplated by the Rescission Agreements.  As of March 22, 2004,
neither the Company nor its counsel have been formally contacted
by NY Medical or its counsel concerning such matters.

As a result of the consummation of the transactions contemplated
by the Rescission Agreement:

      -- 55% of the capital stock of NY Medical will be returned
         to Redwood and the proposed Share Exchange with the ESOP
         will be cancelled;

      -- the Lifetime Merger is cancelled and rescinded, and all
         shares of Company Series B-2 Preferred Stock issued to
         the former stockholders  of Lifetime are rendered null
         and void, without any further value or rights, and     
         returned to the treasury of the Company for cancellation;

      -- all stock options issued to Dr. Landow, Joseph
         Ciavarella, directors designated by Dr. Landow and other
         employees of NY Medical are cancelled; and

      -- effective as of December 9, 2003 each of Dr. Landow,
         Stuart Fause and John Good is deemed to have resigned as
         a member of the Board of Directors of the Company or
         otherwise removed as a member of such Board of Directors
         by The Rubin Family Irrevocable Stock Trust, as the
         principal stockholder of the Company.

      -- the Company cancelled options to purchase an aggregate of
         approximately 2,100,000 shares of Company common stock;

      -- the Company cancelled the 467,500 shares of B-2 Preferred
         Stock convertible into an aggregate of 9,350,000 shares
         of Company common stock which were issued to the former
         stockholders of Lifetime; and

      -- the Company cancelled the $5,500,000 Landow Note.

               Effect of the Rescission of the NY Medical
                     and Related Transactions

As of March 22, 2004, the Company is in default in payment of the
$1.5 million of Bridge  Notes that were due and payable on March
17, 2004.  On March 30, 2004, the $1.5 million of NY Medical Notes
are due and payable; which notes and the Company's subordinated
security  interest in the assets of NY Medical have been assigned
to the holders of the Bridge Notes.  It is expected that
representatives of the Company and NY Medical will attempt to
negotiate extensions of such obligations or otherwise enter into
compromise arrangements with the  holders of the Bridge Notes.  
The Company has been advised that NY Medical is currently  
negotiating to refinance its indebtedness owed to DVI Business
Credit Corp., the senior secured lender to NY Medical, that holds
a first priority lien and security interest on all of the assets
of NY Medical.

In the event that NY Medical does not successfully refinance its
obligations to DVI, or should either the Company or the holders of
the Bridge Notes demand payment of the NY  Medical Note and seek
to foreclose on the assets of NY Medical, it may be expected that
DVI will foreclose on its priority lien on such NY Medical assets.  
In such event it is probable that neither the holders of the
Bridge Notes nor the Company will receive significant net
proceeds, if any, from the liquidation of the collateral.

The Company's cash position as at March 15, 2004 is less than
$300,000. Inasmuch as the Company no longer owns NY Medical or any
other operating business, in the event that any of the holders of
the Bridge Notes seek to sue the Company to collect the same, the
Company will be unable to pay such Bridge Notes. Accordingly, the
Company would not be able to continue as a going concern, and may
be required to seek protection from its creditors under Chapter 11
of the Federal Bankruptcy Act.


ANITA TERRACE: Chapter 11 Trustee Taps Keen Realty for Auction
--------------------------------------------------------------
On Tuesday, April 27, Zachary B. Kass, the Chapter 11 Trustee of
Anita Terrace Owners, Inc., Debtor, obtained approval from Judge
Carla Craig in the U.S. Bankruptcy Court for the Eastern District
of New York of various applications which set in motion the
resolution of the three year old bankruptcy of the Anita Terrace
Owners, Inc. Anita Terrace Apartments is a 560+/- unit cooperative
housing corporation consisting of three 14 story buildings located
at 99-40 63rd Road, 99-60 63rd Road and 99-05 63rd Drive, Rego
Park, NY 11374.

At the bankruptcy court hearing, the Trustee obtained, among other
things:

      (i) The approval of a settlement with the secured lender, RB
          Asset (a successor to River Bank) and a settlement with
          the sponsor, ViSutton Associates;

     (ii) The approval of a "stalking horse" contract to sell the
          real estate to Anita Rescue LLC, an entity controlled by
          Laurence Gluck, principal of Stellar Management, subject
          to higher and better offers in accordance with bidding
          procedures approved by the Bankruptcy Court;

    (iii) The approval of the retention of Keen Realty, LLC to
          market the Stalking Horse contract for higher and better
          offers and to conduct an auction on Monday, May 24; and

     (iv) The approval of the Trustee's disclosure statement,
          subject to minor clarifications.

The sales process approved by the Bankruptcy Court requires the
submission of bids along with a $5,000,000 deposit to the Trustee
by May 18. A party that, among other things, submits a $5,000,000
deposit will be deemed a "Qualified Bidder". Qualified Bidders
will be invited to participate in an auction on Monday, May 24,
and the Court will review and approve a transaction on Tuesday,
May 25. All transactions are required to close prior to June 30,
2004.

The stalking horse contract is predicated upon a sale of the
premises that would result in the de-conversion of the co-op
structure: the buyer will become the new landlord and the former
co-op owners will become tenants, subject to rent stabilization
regulations. The stalking horse contract is for a price of
$52,750,000, and provides for no break-up fee or expense
reimbursement. Anyone seeking to outbid the stalking horse
contract is required to submit a bid of at least $53,250,000.

An alternative deal structure is also authorized by the bidding
procedures. In this alternative, a bidder must raise at least
$40,150,000, refinance the existing mortgage, pay other claims and
expenses, in return the bidder will obtain title to some or all of
the 238 sponsor units, and preserve Anita Terraces' cooperative
structure.

Keen Realty has been retained by the Trustee to market the
stalking horse contract. Craig Fox, Vice President of Keen,
states, "The Anita Terrace apartments are located in a vibrant
Queens' neighborhood and, based on our recent experiences with the
sale of multi-family portfolios, we anticipate that this
opportunity will attract a significant amount of interest. Given
the limited time frame and the rapidly approaching bid deadline
and auction, we encourage interested parties to contact us and/or
visit our website at KeenConsultants.com as soon as possible."

Since 1982, Keen Realty has had extensive experience solving
complex problems and evaluating and selling real estate, leases
and businesses. Keen is a leader in identifying strategic
investors and partners for businesses, has consulted with hundreds
of clients nationwide, and has evaluated and disposed of over
250,000,000 square feet of properties. Recent clients include:
Arthur Andersen, Cable & Wireless, Fila, Spiegel/Eddie Bauer,
Tommy Hilfiger Retail, Warnaco, and financial advisory work for
CIBC World Markets and JP Morgan Chase.

For more information regarding the Anita Terrace transaction,
please contact Keen Realty, LLC, 60 Cutter Mill Road, Suite 407,
Great Neck, NY 11021, Telephone: 516-482-2700, Fax: 516-482-5764,
e-mail: krc@keenconsultants.com, Attn: Craig Fox.


AONIA DEVELOPMENT: U.S. Trustee to Meet with Creditors on May 11
----------------------------------------------------------------
The United States Trustee will convene a meeting of Aonia
Development, LLC's creditors at 2:30 p.m., on May 11, 2004 in the
U.S. Trustee Meeting Room at 2929 N. Central Ave., Suite 820,
Phoenix, Arizona. This is the first meeting of creditors required
under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Scottsdale, Arizona, Aonia Development, LLC filed
for chapter 11 protection on March 31, 2004 (Bankr. D. Ariz. Case
No. 04-05474).  Richard M. Lorenzen, Esq., at Brown & Bain P.A.,
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$15,100,001 in asset and $13,777,195 in debts.


ARMSTRONG HOLDINGS: Reports on Insurance Recovery Proceedings
-------------------------------------------------------------
A substantial portion of Armstrong World Industries, Inc.'s
primary and remaining excess insurance asset is non-products
(general liability) insurance for personal injury claims,
according to Leonard A. Campanaro, Senior Vice-President and Chief
Financial Officer of Armstrong Holdings, Inc. and AWI.  AWI has
entered into settlements with a number of the carriers resolving
its coverage issues.  However, an alternative dispute resolution
procedure was commenced against certain carriers to determine the
percentage of resolved and unresolved claims that are non-products
claims, to establish the entitlement to that coverage and to
determine whether and how much reinstatement of prematurely
exhausted products hazard insurance is warranted.  The non-
products coverage potentially available is substantial and
includes defense costs in addition to limits, Mr. Campanaro says.

During 1999, AWI received preliminary decisions in the initial
phases of the trial proceeding of the ADR, which were generally
favorable to AWI on a number of issues related to insurance
coverage.  However, during the first quarter of 2001, a new trial
judge was selected for the ADR.  The new trial judge conducted
hearings in 2001 and determined not to rehear matters decided by
the previous judge.  In the first quarter of 2002, the trial judge
concluded the ADR trial proceeding with findings in favor of AWI
on substantially all key issues.  Liberty Mutual, the only insurer
that is still a party to the ADR, appealed that final judgment.  
Appellate argument was held on March 11, 2003.  On July 30, 2003,
the appellate arbitrators ruled that AWI's claims against certain
Liberty Mutual policies were barred by the statute of limitations.  
Mr. Campanaro notes that the ruling did not address the merits of
any of the other issues Liberty Mutual raised in its appeal.

Based on that unfavorable ruling, AWI concluded that insurance
assets of $73 million were no longer probable of recovery.  AWI
was also ordered to reimburse Liberty Mutual for certain costs and
administration fees that Liberty Mutual incurred during the ADR.  
The amount of these costs and fees is unknown and AWI is currently
unable to estimate the amount.  Based upon an AWI request, the
appellate panel held a rehearing on November 21, 2003.  In January
2004, the appellate panel upheld its initial ruling.  On February
4, 2004, AWI filed a motion in the U.S. District Court for the
Eastern District of Pennsylvania to vacate the rulings of the
appellate panel.

In July 2002, AWI filed a lawsuit against Liberty Mutual in the
U.S. District Court for the Eastern District of Pennsylvania
seeking, among other things, a declaratory judgment with respect
to certain policy issues not subject to binding ADR.  The U.S.
District Court has not yet set a schedule to hear this matter.

                   Home Insurance Liquidation

On June 13, 2003, the New Hampshire Insurance Department placed
The Home Insurance Company under an order of liquidation.  Less
than $10 million of AWI's recorded insurance asset is based on
policies with Home, which management believes is probable of
recovery.  AWI intends to file a proof of claim against Home by
the June 2004 deadline.  It is uncertain when AWI will receive
proceeds from Home under these insurance policies.

                        Insurance Asset

An insurance asset in respect of asbestos claims amounting to
$103.1 million was recorded as of March 31, 2004 and December 31,
2003. Approximately $14 million of the $103.1 million asset
represents partial settlement for previous claims that will be
paid in a fixed and determinable flow and is reported at its net
present value discounted at 6.50%.  Mr. Campanaro relates that the
total amount recorded reflects AWI's belief that insurance
proceeds will be recovered in this amount, based on AWI's success
in insurance recoveries, settlement agreements that provide
coverage, the non-products recoveries by other companies and the
opinion of outside counsel.  That insurance is either available
through settlement or probable of recovery through negotiation or
litigation in management's opinion.  Depending on further progress
of the ADR, activities like settlement discussions with insurance
carriers, the final determination of coverage shared with ACandS -
- the former AWI insulation contracting subsidiary that was sold
in August 1969 and which filed for protection under Chapter 11
of the Bankruptcy Code in September 2002 -- and the financial
condition of the insurers, AWI may revise its estimate of probable
insurance recoveries.  Approximately $79 million of the $103.1
million asset is determined from agreed coverage in place.  Of the
$103.1 million, Mr. Campanaro says, $8.0 million has been recorded
as a current asset as of March 31, 2004 reflecting management's
estimate of the minimum insurance payments to be received in the
next 12 months.

Many uncertainties remain in the insurance recovery process,
therefore, AWI did not increase the estimated insurance recovery
asset in the first quarters of 2004 and 2003.

                        Cash Flow Impact

As a result of the Chapter 11 Filing, AWI did not make any
payments for asbestos-related personal injury claims in the first
quarters of 2004 and 2003.  Additionally, AWI did not receive any
asbestos-related insurance recoveries during the first quarters of
2004 and 2003.  During the pendency of the Chapter 11 Case, AWI
does not expect to make any further cash payments for asbestos-
related claims, but AWI expects to continue to receive insurance
proceeds under the terms of various settlement agreements.

Management estimates that the timing of future cash recoveries of
the recorded asset may extend beyond 10 years.

                     Potential Legislation

On April 6, 2004, S.2290 (Fairness in Asbestos Injury Resolution
Act of 2004) was introduced in the Senate.  On April 22,
proponents of the bill failed to obtain sufficient votes to pass a
cloture motion to bring the bill to the Senate floor, which
effectively stopped the bill from being considered.  Since April
22, the Senate leadership has agreed to a series of mediated
negotiations to explore whether a  compromise on the merits of the
bill can be reached.  "There is uncertainty as to whether the
current or any other proposal will become law, and what impact
there might be on AWI's asbestos liability and/or AWI's Chapter 11
Case.  Prior efforts to enact asbestos legislation have not been
successful," Mr. Campanaro notes.

                      An Uncertain Future

Many uncertainties continue to exist about the matters impacting
AWI's asbestos-related liability and insurance asset.  These
uncertainties include when and if the Plan of Reorganization will
be confirmed by the U.S. District Court, the impact of any
potential legislation, and the financial condition of AWI's
insurance carriers.  Additionally, if the Plan is confirmed, AWI
is unable to predict when it will be implemented.  Therefore, the
timing and terms of resolution of the Chapter 11 Case remain
uncertain.  "As long as this uncertainty exists, future changes to
the recorded liability and insurance asset are possible and could
be material to AWI's financial position and the results of its
operations.  Management will continue to review the recorded
liability and insurance asset in light of future developments in
the Chapter 11 Case and make changes to the recorded amounts if
and when it is appropriate," Mr. Campanaro says.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major  
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company
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. (Armstrong Bankruptcy News, Issue
No. 60; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


AVAYA: S&P Revises Outlook to Positive on Improved Profitability
----------------------------------------------------------------
Standard & Poor's Rating's Services revised its outlook on the
rating of Avaya Inc. to positive from stable. The 'B+' corporate
credit and senior secured debt and 'B' senior unsecured debt
ratings were affirmed. The outlook revision reflects improved
profitability in recent quarters combined with reduced debt,
improving debt protection metrics and increased balance sheet
liquidity.

Avaya, a leading provider of enterprise telephony systems and
services, is based in Basking Ridge, New Jersey. The company had
$729 million of funded debt outstanding as of March 31, 2004.

"Avaya's rating reflects the company's position in the competitive
and weakened--although recovering--enterprise telephony market and
a leveraged financial profile, offset in part by stabilized
operating performance and improvements in liquidity and leverage,"
said Standard & Poor's credit analyst Joshua Davis. Standard &
Poor's continues to view Avaya's business profile as challenged by
a three-year downturn in enterprise investment in telephony
products and systems. However, indications of a modest recovery
in market conditions, combined with improved EBITDA profitability,
have helped to stabilize Avaya's business. At the same time,
improved balance sheet liquidity and deleveraging provide support
at the current rating level.

Avaya reported revenues for the March 2004 quarter of $1.0
billion, up 6% year-over-year, a modest acceleration from the 3%
year-over-year growth generated in the December 2003 quarter.
EBITDA margins improved to an estimated 10% in the March 2004
quarter from 6% in the same period one year earlier, reflecting
top-line improvements combined with restructuring actions taken in
earlier periods that have reduced the company's operating
cost base. Standard & Poor's believes market conditions likely
will continue to recover off a depressed base, in conjunction with
strengthening in the economy and a return to more normalized
customer investment activity. This should help Avaya meet its
margin expansion goals. Still, the recovery is in the early stages
and is fragile, with pricing pressure and other factors as
potential retardants to improved operating metrics.


BECKMAN: Fitch Downgrades Rating on Net Lease Certificates to BB-
-----------------------------------------------------------------
Fitch Ratings downgrades and places on Rating Watch Negative
Beckman Coulter, Inc., 7.4975% net lease pass-through
certificates, $109.7 million series BC 2000-A to 'BB-' from 'BBB'.
The rating of this transaction depends upon the ratings of Beckman
Coulter's senior debt obligations and Financial Structures
Limited's (FSL) insurer financial strength. The downgrade and
Rating Watch Negative placement is the result of the FSL's rating
being lowered to 'BB-' and placed on Rating Watch Negative.

Beckman Coulter's senior debt obligations are currently rated
'BBB' by Fitch. The Rating Outlook for the company is Positive.

A residual value insurance policy was issued by FSL to cover the
combined balloon balance, $53 million, at maturity (2018). FSL and
the reinsurer, Royal Indemnity Company, were rated 'AA-' at
issuance. If the loans cannot be refinanced or paid off on the
maturity date, the FSL policy will pay the balloon amounts. As
FSL's claims paying ability deteriorates, the balloon risk
increases.

The loans are secured by two of Beckman Coulter's office/research
and development facilities, located in Brea, CA and Miami, FL.
Each property is subject to a NNN lease in which Beckman Coulter
is obligated to pay rental payments with no setoff, abatement or
reduction. Recent inspections by the servicer, Bank of New York,
revealed the properties to be in good condition with no deferred
maintenance.


COEUR D'ALENE: Improved Liquidity Spurs S&P's Rating Upgrade to B-
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured debt ratings on Coeur D'Alene Mines Corp. to 'B-'
from 'CCC'. The outlook is stable. The Coeur D'Alene, Idaho-based
silver and gold mining company currently has about $180 million in
total debt.

"The ratings upgrade reflects the improvement in industry
conditions and in the company's liquidity and financial profile,
which have provided Coeur with the capital necessary to develop
its low-cost mining projects so that it can increase its limited
reserve base and improve profitability and diversity," said
Standard & Poor's credit analyst Paul Vastola.

The ratings on Coeur reflect its high business risk as a cyclical,
capital-intensive commodity-based company with a modest scope of
operations, limited reserve base (averaging about 3.5 years) and
its very weak financial performance. Ratings also incorporate the
challenges and uncertainties regarding the company's ability to
successfully develop new lower-cost mining operations. Challenges
include volatile prices, governmental regulation, environmental
issues, permitting, and adverse geological conditions. These
factors are somewhat mitigated by Coeur's good liquidity levels.

Coeur's comparatively small position as a precious metals company
has resulted in volatile earnings and cash flows. Given its high
cost position and relatively low gold and silver prices in the
past few years, the company has consistently incurred net losses.
Indeed, with an average realized silver and gold price of $4.87
and $344 per ounce, respectively, in 2003, and low production of
14.2 million ounces of silver and 119,500 ounces of gold, Coeur
generated relatively modest revenues of approximately $108 million
and incurred a loss on an adjusted EBIT basis of $3.6 million.

The significant rise in silver and gold prices in the first
quarter of 2004 should enable the company to generate positive net
earnings. Although silver and gold prices have recently retreated
from their first-quarter highs, using Standard & Poor's base case
prices for silver and gold of $5 and $350 per ounce, respectively,
the company is expected to remain profitable in 2004.


CONSECO: Expects to Report $46-$50MM Net Income for First Quarter
-----------------------------------------------------------------
Conseco, Inc. (NYSE:CNO) announced that it expects to report net
income (after dividends on convertible exchangeable preferred
stock) for the quarter ended March 31, 2004 of between $46 million
and $50 million, or between 46 cents and 50 cents per diluted
common share. Results for the quarter are expected to include net
after-tax gains of approximately $13 million from realized
investment gains and severance and credit agreement charges
totaling approximately $4 million after tax.

First quarter results were affected by lower interest rates, which
caused a compression in the spread earned during the quarter, and
by higher mortality.

Given our current expectations, we anticipate that our net income
applicable to common stock for the 12 months ending September 30,
2004 will be at the lower end of our previously reported guidance
of $175 million to $200 million. Our earnings guidance is based on
numerous assumptions and factors. If they prove incorrect, our
actual earnings could differ materially from our estimates (see
note on forward-looking statements below). Our guidance excludes
any impact from realized gains (losses) and the proposed
refinancing of our current capital structure described in our Form
S-1 Registration Statement initially filed on January 29, 2004.

The foregoing first quarter results are preliminary and subject to
revision based upon completion of our first quarter financial
statements. No assurance can be given that, upon completion of our
financial statements, we will not report materially different
results from those set forth above.

The company will report results for the first quarter of 2004
before the market opens on Thursday, May 6 and will host a
conference call to discuss results later that morning. The
earnings conference call will begin at 10:00 a.m. Eastern Time on
Thursday, May 6. A webcast of the conference call can be accessed
through the Investors section of the company's website as follows:

  http://www.conseco.com/csp/about_conseco/investors_webcast.htm

Listeners should go to the website at least 15 minutes before the
event to register, download and install any necessary audio
software. Conseco expects to file its Form 10-Q for the quarter
ended March 31, 2004 on Monday, May 10.

Conseco, Inc.'s insurance companies help protect working American
families and seniors from financial adversity: Medicare
supplement, long-term care, cancer, heart/stroke and accident
policies protect people against major unplanned expenses;
annuities and life insurance products help people plan for their
financial future. For more information, visit Conseco's web site
at http://www.conseco.com/

                        *   *   *

As reported in the Troubled Company Reporter's April 21, 2004
edition, Standard & Poor's Ratings Services placed its 'B-'
counterparty credit, 'B-' senior debt, and 'CCC-' preferred stock
ratings on Conseco Inc. on CreditWatch with positive implications.

At the same time, Standard & Poor's placed its 'BB-' counterparty
credit ratings and financial strength ratings on Bankers Life &
Casualty Co., Colonial Penn Life Insurance Co., Conseco Insurance
Co., Conseco Health Insurance Co., Conseco Life Insurance Co., and
Conseco Life Insurance Co. of NY on CreditWatch with positive
implications.

"The CreditWatch reflects the expected issuance by Conseco Inc. of
$1 billion of new common equity by early May 2004," said Standard
& Poor's credit analyst Jon Reichert. Not affected by this
CreditWatch action are the ratings on Conseco Senior Health
Insurance Co., which remain on CreditWatch negative where they
were placed Nov. 19, 2003.

"Proceeds from the common equity issuance, in conjunction with
proceeds from an expected $500 million issuance of mandatory
convertible preferred stock and $900 million of new bank debt, are
expected to be used to refinance the existing $1.3 billion of
outstanding bank debt, redeem the outstanding $900 million of
convertible exchangeable preferred stock, and make a capital
contribution to the insurance subsidiaries," Mr. Reichert
added. "Because of this recapitalization, Conseco Inc. is expected
to have a capital structure with less onerous debt service
payments than currently exists, allowing for greater fixed-charge
coverage that should be supportive of higher ratings at the
holding company as well as at the insurance subsidiaries." If the
ratings are upgraded, it is expected that the senior debt rating
on Conseco Inc. will go no higher than 'BB-', the preferred stock
rating will go no higher than 'B-', and the financial strength
will go no higher than 'BB+'.


CONSOL ENERGY: S&P Affirms BB- Corp. & Sr. Unsecured Debt Ratings
-----------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'BB-' corporate
credit and Senior unsecured debt ratings on Consol Energy Inc.,
and removed them from CreditWatch where they were placed on Dec.
5, 2003, with negative implications. The outlook is stable.

"The rating action reflects the resolution of investigations into
allegations of fraud and malfeasance, which allowed the company to
address liquidity concerns, and an expected improvement in the
company's financial profile due to improved coal industry
conditions and increasing production," said Standard & Poor's
credit analyst Dominick D'Ascoli.

In addition, Standard & Poor's assigned its 'BB' bank loan rating
and its recovery rating of '1' to the company's proposed $600
million secured credit facility composed of a $450 million
revolving credit facility maturing in 2009 and a $150 million term
loan maturing in 2010. The 'BB' rating is one notch higher than
the corporate credit rating; this and the '1' recovery rating
indicate a high expectation of full recovery of principal in the
event of a default. Proceeds from the offering will be used to
retire debt, including the current credit facility, and for
general corporate purposes. The facility will also be used for
letters of credit to cover assurance requirements.

At the same time, Standard & Poor's placed its rating on Consol's
7.875% unsecured notes maturing in 2012 on CreditWatch with
positive implications. Upon the closure of the credit facility,
these notes will be secured by all assets (including the company's
sizable reserve base but excluding accounts receivables and
inventory), on a pari passu basis with the credit facility and the
8.25% notes maturing in 2007. Upon closing of the credit facility,
these notes will be removed from CreditWatch and upgraded to 'BB'
from 'BB-', one notch above the corporate credit rating,
reflecting a high expectation of full recovery of principal in the
event of a default.

The ratings on Pittsburgh, Pa.-based Consol reflect the company's
high degree of financial leverage, which includes meaningful debt
and postretirement obligations, significant capital expenditures,
and execution risk in increasing coal production. Somewhat
offsetting these negative factors are Consol's strength as an
efficient producer of underground coal, its significant reserve
position, energy diversification strategy, and favorable coal
industry conditions.

Standard & Poor's has a favorable near-term outlook for the coal
industry because the factors responsible for the surge in spot
coal prices remain in place and likely will persist in 2004.


COVANTA: Court OKs Stipulation Resolving Federal Insurance Dispute
------------------------------------------------------------------
Federal Insurance Company issued Bond No. 8182-92-13,
guaranteeing the performance of the Covanta Energy Corporation
Debtors' obligations relating to an engineering, procurement and
construction contract between Tampa Bay Water and Debtor Covanta
Tampa Construction, Inc.  

On March 26, 2004, Federal paid under the Bond, certain
subcontractors and materialmen for services or invoices
aggregating $282,362.  Federal filed Claim No. 4336, against the
Debtors for amounts previously paid under the Bond as well as the
potential claims to be paid under it.

Federal filed a limited objection to the Debtors' request for
approval of the Tampa Bay Water Settlement:

   -- asserting an equitable right of subrogation in and to the
      funds the Debtors received in the settlement; and

   -- seeking to reserve its rights with respect to the validity
      of certain claims filed against the sureties.

To avoid the uncertainties and costs of protracted litigation,
the Debtors and Federal stipulate that:

   (a) Federal will retain its subrogation and equitable lien
       rights on account of the Paid Bonded Claims;

   (b) Federal will be paid in full for the Paid Bonded Claims
       from the Final Settlement Payment from Tampa Bay Water;

   (c) To the extent that Federal pays additional claims on
       account of obligations which may be due and owing under
       the Bond, Federal reserves its rights to assert claims for
       subrogation or an equitable lien, and the Debtors reserve
       their rights to contest the claims; and

   (d) Federal's rights with respect to the validity of certain    
       claims filed against the sureties, are reserved.

The Court approves the Stipulation.

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


CWMBS INC: Fitch Assigns Low-B Ratings to 4 Series 2004-J4 Classes
------------------------------------------------------------------
CWMBS, Inc.'s CHL mortgage pass-through trust 2004-J4 mortgage
pass-through certificates, series 2004-J4, are rated by Fitch
Ratings as follows:

          --$194.2 million classes 1-A-1, 1-X, 2-A-1, 2-X, 1-PO,
            and A-R 'AAA' (Group C senior certificates);

          --$100.5 million classes 3-A-1, 3-A-2, 3-X, and 3-PO
            'AAA' (Group 3 senior certificates);

          --$1,378,000 class C-M 'AA';

          --$393,700 class C-B-1 'A';

          --$295,500 class C-B-2 'BBB';

          --$197,000 privately offered class C-B-3 'BB';

          --$197,000 privately offered class C-B-4 'B';

          --$1,504,900 class 3-M 'AA';

          --$726,600 class 3-B-1 'A';

          --$415,200 class 3-B-2 'BBB';

          --$207,600 privately offered class 3-B-3 'BB';
          
          --$207,600 privately offered class 3-B-4 'B'.

The 'AAA' rating on the Group C senior certificates reflects the
1.35% subordination provided by the 0.70% class C-M, 0.20% class
C-B-1, 0.15% class C-B-2, 0.10% class C-B-3, 0.10% class C-B-4 and
0.10% class C-B-5 (not rated by Fitch). The 'AAA' rating on the
Group 3 senior certificates reflects the 3.20% subordination
provided by the 1.45% class 3-M, 0.70% class 3-B-1, 0.40% class 3-
B-2, 0.20% class 3-B-3, 0.20% class 3-B-4 and 0.25% class 3-B-5
(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 master
servicing capabilities of Countrywide Home Loans Servicing LP
(Countrywide Servicing), a direct wholly owned subsidiary of
Countrywide Home Loans, Inc. (CHL). Countrywide Servicing is rated
an 'RMS2+' for master servicing and 'RPS1' for primary servicing
by Fitch.

The Group C senior certificates are cross-collateralized by two
pools (loan groups 1 and 2) of conventional, fully amortizing,
mostly fifteen-year fixed-rate mortgage loans secured by first
liens on one- to four-family residential properties.

In loan group 1, as of the cut-off date (April 1, 2004), the
aggregate pool balance totaled $131,797,132. The weighted-average
original loan-to-value ratio (OLTV) was 62.33%. Cash-out and
rate/term refinance loans represent 13.73% and 58.68% of the
mortgage pool, respectively. Second homes account for 5.68% of the
pool. The average loan balance is $563,236. The weighted average
FICO credit score is approximately 745. The three states that
represent the largest portion of mortgage loans are California
(39.31 %), Florida (5.54%) and Illinois (5.14%).

In loan group 2, as of April 1, 2004, the aggregate pool balance
totaled $65,051,645. The weighted-average OLTV was 61%. Cash-out
and rate/term refinance loans represent 21.81% and 54.69% of the
mortgage pool, respectively. Second homes account for 11.26% of
the pool. The average loan balance is $537,617. The weighted-
average FICO credit score is approximately 737. The three states
that represent the largest portion of mortgage loans are
California (49.94%), Florida (11.82%) and Colorado (4.26%).

The Group 3 senior certificates are collateralized primarily by a
pool (loan group 3) of conventional, fully amortizing, mostly 30-
year fixed-rate mortgage loans secured by first liens on one- to
four-family residential properties. As of the cut-off date, the
aggregate pool balance totaled $103,786,101. The weighted-average
OLTV was 68.58%. Cash-out and rate/term refinance loans represent
13.93% and 40.90% of the mortgage pool. Second homes account for
8.55% of the pool. The average loan balance is $498,972. The
weighted-average FICO credit score is approximately 741. The three
states that represent the largest portion of mortgage loans are
California (49.99%), Virginia (8.15%) and Maryland (4.42%).

Although there is cross-collateralization between loan group 1 and
loan group 2, there is no cross-collateralization between loan
group 3 and any other loan group.

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

It is expected that Countrywide Home Loans Servicing LP
(Countrywide Servicing), Bank United, FSB (Bank United), HSBC Bank
(HSBC), and Wachovia Mortgage Corporation (Wachovia), will direct
service approximately 94.55%, 1.64%, 0.40%, and 3.41%,
respectively, of the mortgage loans in Group C. It is expected
that Countrywide Servicing, Bank United, HSBC, and Wachovia, will
direct service approximately 86.40%, 7.14%, 3.49%, and 2.97%,
respectively, of the mortgage loans in Group 3.

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. For federal income
tax purposes, an election will be made to treat the trust fund as
multiple real estate mortgage investment conduits (REMICs). The
Bank of New York will act as trustee.


DAN RIVER: Gets Nod to Employ Lamberth Cifelli as Attorneys
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District Of Georgia,
Newnan Division, gave its stamp of approval to Dan River Inc., and
its debtor-affiliates to retain Lamberth, Cifelli, Stokes & Stout,
P.A., as its counsel.

Lamberth Cifelli will:

   a) advise and represent the Debtors in matters arising out of
      and relating to the Debtors' bankruptcy cases;

   b) advise and represent the Debtors in specified and discreet
      legal matters, including litigation, in which the Debtors'
      general counsel, King & Spalding LLP, may have a conflict
      or is otherwise unable to represent the Debtors; and

   c) advise and represent the Debtors in the performance of
      such other legal services, including litigation, as may be
      requested by the Debtors and that is appropriate and
      necessary.

James C. Cifelli, Esq., a partner of Lamberth Cifelli, reports
that the firm will bill the Debtors its current hourly rates or:

            Staff Designation     Billing Rate
            -----------------     ------------
            junior attorneys      $150 per hour
            senior partners       $335 per hour
            legal assistants and
               document clerks    $60 to $110 per hour

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


DII INDUSTRIES: Enters into Settlement Pact with Liberty Mutual
---------------------------------------------------------------
The DII Industries, LLC Debtors seek the Court's authority to
enter into a Settlement Agreement and Mutual Release, dated April
1, 2004, between DII Industries, LLC, and Liberty Mutual Insurance
Company.  The Debtors also ask the Court to approve certain
technical amendments to their Plan pursuant to the Liberty Mutual
Settlement.

Michael G. Zanic, Esq., at Kirkpatrick & Lockhart, LLP, in
Pittsburgh, Pennsylvania relates that Liberty Mutual has issued
or is alleged to have issued certain general liability insurance
policies to various entities, including Dresser Industries, Inc.
-- now known as DII Industries.  DII Industries asserts that it
has rights to obtain a reimbursement of indemnity and defense
costs incurred in connection with environmental claims and
asbestos and silica-related claims from Liberty Mutual under the
Subject Insurance Policies.  Harbison-Walker Refractories
Company, which Dresser Industries, Inc., acquired in 1967 and
operated as an unincorporated division until 1992, does not claim
any rights under the particular insurance policies that are the
subject of the Settlement Agreement.

Mr. Zanic tells the Court that effective as of July 15, 1992,
Liberty Mutual entered into an Interim Agreement for Defense and
Indemnification of Certain of Dresser Industries' Asbestos and
Silica-Related Bodily Injury Claims with DII Industries to
resolve certain potential insurance coverage disputes between the
parties.

                           The Lawsuits

According to Mr. Zanic, two lawsuits are currently pending
involving DII Industries and Liberty Mutual relating to certain
of the Subject Insurance Policies and the DII Industries CIP,
which are captioned as:

   * DII Industries, LLC, v. Underwriters at Lloyd's, London, et
     al., Adv. No. 03-3072 (Bankr. W.D. Pa.); and

   * Harbison-Walker Refractories Company v. DII Industries, LLC,
     et al., Adv. No. 02-2151 (Bankr. W.D. Pa.).

Liberty Mutual has not yet responded to the allegations of DII
Industries in the Coverage Lawsuits, but has indicated that it
contests DII Industries' allegations and intends to assert
various counterclaims and affirmative defenses.  The Debtors
determined that the issues raised in the Coverage Lawsuits are
complex and continued litigation would be extremely costly to DII
Industries and its estate and creditors.  While DII Industries
believes that it ultimately would prevail in the Coverage
Lawsuits, as in any litigation, the outcome remains uncertain.

Accordingly, to mitigate the risks and avoid the expense
associated with continued litigation, DII Industries and Liberty
Mutual entered into the Settlement Agreement for the purpose of
effectuating a full and final settlement that releases and
terminates any and all rights, obligations, and liabilities that
Liberty Mutual may owe to DII Industries with respect to Asbestos
Claims, Silica Claims and Environmental Claims under both the
Subject Insurance Policies and the DII Industries CIP in
consideration for certain monetary payments, among others.

                     The Settlement Agreement

The salient terms of the Settlement Agreement are:

   (a) Liberty Mutual Settlement Payment

       Within 10 days of the satisfaction or waiver of the
       conditions precedent, Liberty Mutual will pay to DII
       Industries $500,000.

   (b) Conditions Precedent to Payment of the Settlement Amount

       The Settlement Agreement conditions the obligation of
       Liberty Mutual to pay the Settlement Amount on the
       satisfaction or waiver of, among other conditions:

       * entry of a final order approving the Settlement
         Agreement, including decretive provisions amending the
         Plan;

       * entry of a final order confirming the Plan as modified
         pursuant to the Settlement Agreement; and

       * that no "asbestos reform" legislation is passed prior to
         January 3, 2005 that concerns, relates to, regulates,
         limits, or controls the prosecution of asbestos claims
         in the state or federal courts or in any other forum.

   (c) Release in Favor of Liberty Mutual

       Upon payment to DII Industries of the Settlement Amount,
       and except for obligations created by the Settlement
       Agreement, DII Industries will be deemed to release and
       forever discharge Liberty Mutual from and against:

       * all manner of claims arising under or related to the
         Subject Insurance Policies;

       * liability to DII Industries arising under or related to
         the Coverage Lawsuits and the DII Industries CIP; and

       * any event, transaction, act, error, omission, or any
         other misfeasance or nonfeasance relating in any way to
         the Subject Insurance Policies or the Coverage Lawsuits
         and the DII Industries CIP.

   (d) Release in Favor of DII Industries

       At the same time the release in its favor becomes
       effective, Liberty Mutual will be deemed to release and
       forever discharge DII Industries from and against:

       * all manner of claims arising under or related to the
         Subject Insurance Policies;

       * liability to arising under or related to the DII
         Industries CIP and the Coverage Lawsuits; and

       * any event, transaction, act, error, omission, or any
         other misfeasance or nonfeasance relating in any way to
         the Subject Insurance Policies or the Coverage Lawsuits
         and the DII Industries CIP.

   (e) Reservation of Rights by DII Industries

       DII Industries will reserve any and all rights and
       benefits it may have under the Subject Insurance Policies
       with respect to any and all past, present or future claims
       that are not specifically released.

   (f) Amendments to Plan Documents

       Subject to satisfaction or waiver of the conditions
       precedent in the Settlement Agreement:

       * the Settlement Agreement will constitute an
         "Asbestos/Silica Insurance Settlement Agreement" for
         purposes of the Plan;

       * Liberty Mutual will be a "Settling Asbestos/Silica
         Insurance Company" entitled to the protection of the
         "Asbestos/Silica Insurance Company Injunction;"

       * Exhibit 1 to the Plan will be amended to include all of
         the Subject Insurance Policies; and

       * Exhibit 2 to the Plan will be amended to add the
         Settlement Agreement as an "Asbestos/Silica Insurance
         Settlement Agreement" and to add Liberty Mutual as a
         "Settling Asbestos/Silica Insurance Company."

   (g) Dismissal of Coverage Lawsuits and Standstill Agreement

       The Settlement Agreement provides for a dismissal of the
       parties' claims and counterclaims against one another in
       the Coverage Lawsuits and a standstill with respect to the
       prosecution of the Coverage Lawsuits pending fulfillment
       of the conditions precedent in the Settlement Agreement.

The Debtors assert that the Settlement Agreement is the product
of extensive and intensive arm's-length negotiations between DII
Industries and Liberty Mutual.  Mr. Zanic adds that as a result
of the Settlement Agreement, DII Industries will recover
insurance proceeds for $500,000, which will enhance the liquidity
of DII Industries, and increase the feasibility of the Plan.

The Debtors maintain that the immaterial modifications of the
Plan are entirely consistent with their expressed intention in
the Disclosure Statement to attempt to reach pre-confirmation
settlement agreements with their insurers.

Mr. Zanic notes that the Disclosure Statement specifically
discloses and provides for the possibility that the Debtors might
enter into one or more Asbestos/Silica Insurance Settlement
Agreement prior to the Confirmation Date.  Furthermore, the Plan
provides that the Asbestos/Silica Insurance Company Injunction
may be extended to any insurer that becomes a party to an
Asbestos/Silica Insurance Settlement Agreement by adding the
insurer and settlement agreement to Exhibit 2 of the Plan and by
filing the amended exhibit of record.  Thus, all impaired
Claimants were adequately informed regarding the Debtors'
intention to seek to enter into settlement agreements with their
insurers, and that, to the extent these settlements were
consummated, that the settling insurers would be entitled to the
benefit of certain injunctive protection under the Plan.

Accordingly, because the Debtors' intention to seek pre-
confirmation settlements with its insurers was fully disclosed in
the Disclosure Statement and the modifications to the Plan
required by the Settlement Agreement will not have any adverse
financial impact on any creditor impaired under the Plan, there
is no need to resolicit acceptances of the Plan.

Headquartered in Houston, Texas, Kellogg, Brown & Root is engaged
in the engineering and construction business, providing a wide
range of services to energy and industrial customers and
government entities in over 100 countries. DII has no business
operations.  The Company filed for chapter 11 protection on
December 16, 2003 (Bankr. W.D. Pa. Case No. 02-12152). Jeffrey N.
Rich, Esq., Michael G. Zanic, Esq., and Eric T. Moser, Esq., at
Kirkpatrick & Lockhart LLP, represent the Debtors in their
restructuring efforts.  (DII & KBR Bankruptcy News, Issue No. 11;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DIRECTV: OpenTV Wants $483,959 License & Support Fees Payment
-------------------------------------------------------------
Before DirecTV Latin America, LLC's Bankruptcy Petition Date,
OpenTV, Inc., and DirecTV, entered into:

   (a) a Network Solutions Agreement;

   (b) an e-mail Application Development and License Agreement;
       and

   (c) a number of license agreements for software development
       kits.

All of the contracts involve the licensing of intellectual
property to DirecTV.  The OpenTV Contracts remained executory as
of the February 24, 2004 Effective Date of the Debtor's
Reorganization Plan.  Under the Plan, DirecTV assumed all non-
programming agreements that were not listed on a separate motion
to reject.

Richard B. Levin, Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, in Los Angeles, California, relates that OpenTV has not
received any notices and it is not aware that DirecTV has
rejected any of the OpenTV Contracts.  Accordingly, OpenTV
believes that DirecTV must cure all defaults under those
Contracts in accordance with the cure provision of the confirmed
Plan.  

According to Mr. Levin, OpenTV's records do not reflect any
amount owing under the Network Solutions Agreement.  However, the
Network Solutions Agreement requires DirecTV to provide certain
data to OpenTV that may indicate that additional amounts are due
and owing.  DirecTV has not yet reported that information, and so
OpenTV reserves the right to assert as part of the claim any
amount owing once it becomes known.

Mr. Levin informs the Court that the contract for e-mail
application generally obligated DirecTV to pay quarterly license
fees based on the number of its subscribers capable of using the
e-mail application.  For the period during which DirecTV remained
in bankruptcy, the contract required minimum fees of $100,000 per
quarter.  Thus, DirecTV owes OpenTV at least $375,890 in e-mail
license fees for the 343 days it spent in bankruptcy.  DirecTV
has not yet reported the number of subscribers and other
information required to calculate the precise amount of fees
owed, so the exact amount may be higher.

Mr. Levin further states that the e-mail application contract
obligated DirecTV to pay $100,000 a year for maintenance and
support, if it elected this feature for a particular year under
the contract.  Thus, DirecTV owes $93,973 for maintenance and
support during bankruptcy.

DirecTV also purchased 10 software development kits, half of
which required it to pay $2,000 a year for maintenance and
support.  The other five required a $1,000 payment.  DirecTV owes
$14,096 under these contracts.

OpenTV asks the Court to allow its request for payment of
administrative expenses aggregating at least $483,959.  OpenTV
reserves the right to assert additional amounts owing, including
re-calculations performed after DirecTV supplies the data that it
is required to report under the OpenTV contracts.

Mr. Levin asserts that DirecTV has continued to use the
intellectual property and other consideration available under the
OpenTV Contracts.  That use has benefited the estate because
DirecTV has continued to generate revenue from its subscribers by
offering them a variety of services, including the e-mail
application and other applications maintained or improved by the
OpenTV Contracts.  Mr. Levin contends that the license fees and
maintenance support fees are administrative expenses that must be
paid by DirecTV under Sections 503(b)(1) and 507(a)(1) of the
Bankruptcy Code. (DirecTV Latin America Bankruptcy News, Issue No.
23; Bankruptcy Creditors' Service, Inc., 215/945-7000)


DOLE FOOD: Wood Merger Prompts S&P's Neg. Watch on Low-B Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on fresh
fruit and vegetable producer and marketer Dole Food Co. on
CreditWatch with negative implications after the company announced
that it had entered into a definitive merger agreement to acquire
Wood Holdings Inc. Wood is the parent of J.R. Wood Inc., a grower,
processor, and wholesaler of frozen fruit products.

The ratings on CreditWatch include Dole's 'BB' corporate credit
rating, its 'BB+' senior secured note rating, and its 'BB-' senior
unsecured debt rating. CreditWatch with negative implications
means that the ratings could be affirmed or lowered following the
completion of Standard & Poor's review.

The Westlake Village, California-based Dole had about $2.2 billion
of lease-adjusted total debt outstanding at March 27, 2004.
   
Dole will acquire Wood Holdings free of debt, for $162.5 million
in cash plus certain transaction costs. J.R. Wood has about $140
million in revenue and EBITDA of about $22 million.

It is Standard & Poor's expectation that the transaction will be
debt financed using an add-on to Dole's existing senior secured
credit facility. The transaction is expected to close within
Dole's second quarter of 2004.

"Standard & Poor's will continue to monitor developments and will
meet with management to discuss the company's future capital
structure and financial policies before resolving the CreditWatch
listing," said Standard & Poor's credit analyst Ronald Neysmith.

Dole is a leading worldwide marketer, distributor, processor, and
grower of branded fresh fruit, vegetables, and processed fruits.
The company also markets a growing line of value-added precut
salads, vegetables, and fresh-cut flowers. In addition, Dole is
one of the world's largest producers of bananas and pineapples,
and is also a major marketer of citrus fruits, table grapes,
iceberg lettuce, celery, cauliflower, and broccoli, as well as
value-added, precut salads and vegetables. Produce is grown on
company-owned or leased land and is also sourced globally through
arrangements with independent growers.


DOMAN INDUSTRIES: Unsecured Creditors' Meeting Set for June 7
-------------------------------------------------------------
Doman Industries Limited announced that the Supreme Court of
British Columbia issued an order, in connection with proceedings
under the Companies Creditors' Arrangement Act, authorizing the
filing of a Plan of Compromise and Arrangement and directing the
Company to hold a meeting of its unsecured creditors on June 7,
2004. The Meeting Order also directs the manner in which the
Meeting Order, the Plan, the Information Circular and other
related material is to be disseminated to the Company's affected
creditors and others. The Meeting Material is to be sent to
affected creditors no later than May 11, 2004. It is expected that
if the affected creditors approve the Plan, the application for
the Sanction Order approving the Plan will be heard on June 11,
2004.

As announced on April 26, 2003, the Plan resulted from
negotiations with certain unsecured noteholders. The essential
features of the Plan include:

    -   The pulp and solid wood assets of Doman would be separated
        into two new corporate groups; Lumberco, which would hold
        the lumber assets of Doman, and Pulpco, a wholly owned
        subsidiary of Lumberco, which would hold the pulp assets
        (other than Port Alice) of Doman. Lumberco will take over
        from Doman as the public parent company.

    -   The unsecured indebtedness of Doman and its subsidiaries,
        including its pre-filing trade debt, will be compromised
        and converted to 75% of the equity of Lumberco, subject to
        cash elections.

    -   The indebtedness of Doman held by secured noteholders will
        be refinanced in full through a combination of an offering
        of warrants to the unsecured creditors and a private
        placement to Tricap, certain funds for which Merrill Lynch
        Investment Managers or its affiliate acts as investment
        adviser, Quadrangle and Amaranth in consideration for the
        issuance of new secured bonds and the remaining 25% of
        Lumberco equity to the Standby Purchasers and those
        creditors who exercise the warrants.

    -   Post restructuring, Lumberco is expected to have no debt
        other than the new secured bonds, a working capital
        facility of up to $100 million and certain intercorporate
        debt.

    -   Existing Shareholders of Doman will not be entitled to any
        distributions or other compensation under the Plan and
        will have no entitlement to vote on the Plan, except that
        they will be granted three tranches of non-transferable
        warrants to purchase up to 10% of the shares of Lumberco
        on the terms described in our press release issued on
        April 26, 2004. As noted in that press release, the        
        warrants would have a five year term. However, the term
        requiring the warrants to expire upon any amalgamation or
        similar business combination that results in the
        shareholders of Lumberco owning less than 80% of the
        issued and outstanding equity shares of the continuing
        entity has been amended to apply on or after the first
        anniversary of the Plan implementation.

In addition to Creditor and Court Approval, there are several
conditions precedent to implementation of the Plan related to
regulatory and governmental approvals or enactments. The Board of
Directors of Doman has approved the Plan.

A copy of the Meeting Order, Plan and related documents may be
obtained by accessing the Company's website at
http://www.Domans.com/

As previously announced, the April 6, 2004 Court order does not
preclude the Company from seeking purchasers for Port Alice. The
Company's efforts to identify a purchaser for Port Alice are
continuing.

About Doman

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


DPL INC: Audit Committee Review Delays 2003 Annual Report Filing
----------------------------------------------------------------
DPL Inc. (NYSE:DPL) said that the Audit Committee of the Company's
Board of Directors is continuing its review of the previously
disclosed matters raised by a company employee. The Audit
Committee expects to complete its review in the near future.

The Company's independent auditors have not certified the
Company's financial statements pending the outcome of the Audit
Committee's review. As a result, the Company has not filed its
annual report on Form 10-K for the year ending December 31, 2003.

"We expect the Audit Committee will complete its review as soon as
practicable," said Stephen F. Koziar, Jr., Chief Executive Officer
of DPL. "In the meantime, all of our customers and the public at
large can be assured that we will continue to deliver the highest
level of service and responsiveness to our customers needs."

The Company emphasized that it has the liquidity to meet its near-
term operating requirements. The Company has $100 million in cash
and $70 million in public securities available to meet its
liquidity needs as of April 30, 2004. Earlier this month, the
Company redeemed $500 million of debt by using $175 million of
private placement notes, $202 million from the Financial Asset
Portfolio and $123 million from core operations.

On March 30, 2004, the Company announced that the delay in
obtaining certified financial statements had resulted in non-
compliance with the reporting requirements under certain of the
Company's debt agreements. The delay has resulted in additional
non-compliance with the reporting requirements under certain of
the Company's other indentures and material debt agreements. The
delay, however, does not result in an automatic event of default
and acceleration of the long-term debt of the Company. If the
trustee under the related indenture or the holders of the
requisite percentage of the outstanding principal amount of any
relevant series of debt securities provides notice of such non-
compliance to the Company and the Company fails to file and
deliver the 2003 Form 10-K within a specified number of days (at
least 60 days) after such notice is provided, then either the
trustee under the indenture or such holders will have the right to
declare an event of default and accelerate the maturity of the
relevant series of debt securities. To date, the Company has not
received any such notice. In addition, if the related trustee or
the required percentage of holders under one series of debt
securities were to give such a notice and, after the relevant cure
period expired, were to accelerate the maturity of such debt
securities, then the principal amount of certain other series of
debt securities could be accelerated without the lapse of an
additional cure period.

The Company had previously obtained waivers from its lenders under
its term loan and revolving credit facilities. No amounts are
outstanding under such facilities and no amounts may be drawn
prior to the filing of certified financials.

The Company also said that it does not intend to pay its regular
quarterly dividend until the Audit Committee completes its review
and the Company obtains certified financial statements.

                     About DPL

DPL Inc. is a diversified, regional energy company. DPL's
principal subsidiaries include The Dayton Power & Light Company
(DP&L) and DPL Energy. DP&L provides electric services to over
500,000 retail customers in West Central Ohio. DPL Energy markets
over 4,600 megawatts of generation capacity throughout the eastern
United States. DPL Inc., through its subsidiaries, ranks among the
top energy companies in generation efficiency and productivity.
Further information on DPL Inc. can be found at
http://www.dplinc.com/


ENRON CORP: Asks Court to Approve Rawhide Deals Settlement Pact
---------------------------------------------------------------
Enron Corporation, Enron North America Corporation, Enron
Development Funding, Ltd., Enron Global Power & Pipelines, LLC,
Atlantic Commercial Finance, Inc., Enron Reserve Acquisition
Corporation, Enron Ventures Corporation, Enron Transportation
Services, LLC, Enron South America, LLC, Enron Commercial
Finance, Ltd., Enron Caribbean Basin, LLC, and Enron Expat
Services, Inc., ask the Court, pursuant to Section 363 of the
Bankruptcy Code and Rule 9019 of the Federal Rules of Bankruptcy
Procedure, to approve:

   (i) a Settlement Agreement and Mutual Release, dated
       March 12, 2004, by and among:

       (a) Enron,

       (b) ENA,

       (c) Enron Ponderosa Management Holdings, Inc.,

       (d) the Ponderosa Limited Partners,

       (e) Ponderosa Assets, LP,

       (f) Sundance Assets, LP,

       (g) Rawhide Investors, LLC,

       (h) the Rawhide Parties:

           -- Citibank, N.A., in its capacity as Ponderosa
              Portfolio Manager and Sundance Portfolio Manager;

           -- Citicorp North America, Inc.;

           -- CXC, LLC, and

           -- the APA Purchasers;

       (i) Wilmington Trust Company, as collateral agent for the
           lender under the Ponderosa Loan Agreement, and

       (j) the Official Committee of Unsecured Creditors; and

  (ii) in connection with the settlement:

       (a) the transfer of certain assets; and

       (b) the release and discharge, or other settlement, of
           certain inter-structure debt obligations.

According to Martin A. Sosland, Esq., at Weil, Gotshal & Manges,
LLP, in New York, the Rawhide Transactions are part of a project
that was consummated in December 1998.

                     The Financing Structure

Ponderosa and Sundance were created to hold approximately
$2,400,000,000 in contributed value of equity and debt interests
primarily in power and energy-related assets in the Americas,
Europe and the Philippines that were contributed by the Debtors
and other affiliates.  These asset interests initially were
contributed to Ponderosa.  In this regard, Enron and certain of
its affiliates were issued the limited partner interests in
Ponderosa pursuant to the terms of the Amended and Restated
Limited Partnership Agreement of Ponderosa, dated as of
December 18, 1998, as amended, modified or supplemented from time
to time.  EPMH, a wholly owned Enron subsidiary, was issued the
general partner interest in Ponderosa in consideration for its
cash capital contribution of $250,000.  Ponderosa then
contributed approximately $858,000,000 of contributed asset
interests to Sundance in consideration for the general partner
interest in Sundance pursuant to the terms of the Amended and
Restated Limited Partnership Agreement of Sundance, dated as of
December 18, 1998, as amended, modified or supplemented from time
to time.

The sole limited partner interest in Sundance was issued to
Rawhide through a series of transactions wherein Rawhide:

   (i) was capitalized with an aggregate $22,500,000 equity
       investment by two third-party institutional investors;

  (ii) incurred $727,500,000 of secured indebtedness -- the
       Rawhide Loan -- to CXC, Incorporated, a commercial paper
       conduit affiliated with CNAI, under the terms of a Credit
       and Security Agreement, dated as of December 18, 1998;
       and

(iii) used the resulting $750,000,000 of aggregate proceeds
       to make a capital contribution to Sundance in
       consideration for being issued the sole limited partner
       interest in Sundance.

Under the Sundance Partnership Agreement, the Sundance limited
partner is entitled to receive a "preferred payment," which
provided Rawhide with the cash necessary to service the debt on
the Rawhide Loan.

Sundance then made a $750,000,000 secured loan to Ponderosa
pursuant to the terms of that certain Ponderosa Loan Agreement,
dated as of December 18, 1998, among Sundance, Ponderosa and the
Ponderosa Collateral Agent.  The Ponderosa Loan Agreement and the
Ponderosa Partnership Agreement provided, among other things,
that amounts held in each of a debt service reserve and an
operating account established in connection therewith could be
loaned as permitted investments to Enron or an affiliate of Enron
pursuant to notes requiring payment upon demand.

According to Mr. Sosland, the $750,000,000 in proceeds from the
Ponderosa Loan were then advanced by Ponderosa to ENA pursuant to
the terms of a Promissory Note, dated December 23, 1998 -- the
Proceeds Loan Note.

Under a Guaranty Agreement, dated as of December 18, 1998, Enron
guaranteed to Ponderosa the payment of principal, interest, fees
and other expenses by ENA under the Proceeds Loan Note and by its
other affiliates receiving Enron Demand Loans.  Furthermore,
under an Enron Agreement, dated as of December 18, 1998, Enron
guaranteed in favor of Rawhide and related beneficiaries certain
payment and performance obligations of its subsidiaries,
including those of EPMH and the Ponderosa Limited Partners,
excluding the obligation of Ponderosa to pay principal and
interest on the Ponderosa Loan, in respect of Project Rawhide.

Mr. Sosland relates that since December 1998, approximately
$60,000,000 of the principal amount of the Proceeds Loan Note was
repaid.  The Ponderosa Loan and the Rawhide Loan were
correspondingly repaid by the same amount, and the capital
account of Rawhide in Sundance was correspondingly decreased by
the same amount.  Since December 1998, Ponderosa has also made
Enron Demand Loans to Enron, the outstanding unpaid principal
balance of which, as of the Petition Date, was approximately
$698,000,000.

          Significant Assets and Liabilities Structure

A. Enron and ENA Indebtedness

   Ponderosa holds the Proceeds Loan Note, as well as Enron
   Demand Loans of Enron and ENA in outstanding principal
   amounts as of the Petition Date of approximately $698,000,000
   and $50,000,000.  Ponderosa also retains its rights under the
   Enron Guaranty with respect to:

   (a) ENA's obligations relating to the Proceeds Loan Note; and

   (b) the obligations of Enron's affiliates relating to the
       Enron Demand Loans, and Rawhide and its related
       beneficiaries retain their rights under the Enron
       Agreement with respect to certain obligations of Enron's
       subsidiaries in respect of Project Rawhide.

B. CIESA/TGS

   One Project Interest of Ponderosa -- the CIESA/TGS -- relates
   to Ponderosa's indirect ownership interest in Compania de
   Inversiones de Energia S.A.  CIESA is the controlling
   shareholder of Transportadora de Gas del Sur S.A., which
   engages in the business of transporting natural gas
   throughout Argentina and processing natural gas and marketing
   liquid petroleum gases.

   In connection with its investment in TGS, Enron agreed to
   certain management and financial obligations with respect to
   CIESA and TGS and, prompting the formation of the "Enron
   Economic Group," of which it was considered the "Controlling
   Company."

   In January 2002, in response to the Argentine economic crisis,
   the Argentine government enacted legislation that adversely
   and significantly impacted TGS's financial condition and,
   consequently, CIESA's investment in TGS.  As a result of the
   Government Actions, TGS and CIESA are each in the process of
   undertaking a financial restructuring that may include, among
   other alternatives, a renegotiation of its obligations with
   third party lenders.

   In this regard, the Debtors have contemplated a Master
   Settlement and Mutual Release Agreement among Petrobas,
   Petrobas Hispano Argentina S.A., Enron Argentina CIESA
   Holdings S.A., Enron Pipeline Company Argentina S.A. and
   Ponderosa, and, with respect to certain provisions thereof,
   Enron and Petroleo Brasileiro S.A., and acknowledged by
   Transwestern Pipeline Company, setting forth, among other
   things, that, upon receipt of the consent of Ente Nacional
   Regulador de Gas, a regulatory agency of the Argentine
   government, control of CIESA and TGS would generally be
   transferred from Enron to Petrobras and Enron and Transwestern
   would be released from their obligations as members of the
   Enron Economic Group.

   In response to the Government Actions, Enron and Ponderosa
   (i) jointly brought arbitral claims before the International
   Centre for Settlement of Investment Disputes against the
   Republic of Argentina, and (ii) asserted certain claims with
   respect to political risk insurance policies with both
   commercial insurers and the Overseas Private Investment
   Corporation.  Enron negotiated settlement agreements with the
   Commercial Insurers, which agreements are set forth in a
   (i) Comprehensive Settlement Agreement and Release of Claims,
   dated as of December 1, 2003 -- the Master Cover Settlement
   -- by and among Enron, Ponderosa, the Named Subsidiaries,
   Steadfast Insurance Company and each of the insurers on the
   Commercial PRI Policies, and (ii) Comprehensive Settlement
   Agreement and Release of Claims, dated as of December 2, 2003
   -- the Swiss Re PRI Settlement -- by and among Enron,
   Ponderosa, the Named Subsidiaries, and Swiss Reinsurance
   Company.  The Court approved the settlement agreements on
   January 29, 2004.  Enron has agreed, as part of the
   negotiation of the settlement of the Rawhide Transactions,
   that 80% of the proceeds from the settlements with the
   Commercial Insurers will be paid to Ponderosa.  Enron and
   Ponderosa have not reached resolution of the claims made with
   respect to OPIC.

C. CEG/CEG-Rio

   Ponderosa indirectly holds equity interests in natural gas
   distribution companies serving the Rio de Janeiro area of
   Brazil, Companhia Distribuidora de Gas do Rio de Janeiro S.A.
   and CEG Rio S.A.  Enron International Brazil Gas Holdings,
   LLC, an indirect subsidiary of Ponderosa, entered into a
   Share Purchase Agreement, dated as of November 26, 2003, to
   sell all of its interests in CEG and CEG Rio to Gas Natural
   Internacional SDG S.A. -- whose obligations are guaranteed by
   Gas Natural SDG S.A. -- for about $158,500,000.  To date, the
   completion of EIBGH's sale of the interests remains subject
   to certain conditions, primary of which are Brazilian state
   authorizations for the sale.  In connection with the
   execution of the sale agreement, Enron, Ponderosa, CNAI and
   the Portfolio Manager agreed to escrow any proceeds received
   in respect thereof if the settlement with respect to the
   Rawhide Transactions will not have been consummated at that
   time, with the disbursement from the escrow to be only as
   provided in a final order of the Court.

D. Gaspart

   Ponderosa also indirectly holds ownership interests in seven
   other natural gas distribution companies in Brazil through
   its indirect ownership of Gas Participacoes Ltda.  Gaspart
   generally participates in the ownership of those companies
   with Petrobras and the applicable state authorities for the
   state in which the applicable company is located.

E. EGPP Debt

   Ponderosa owns promissory notes made by EGPP in an original
   principal amount of $137,500,000.

F. Centragas

   Ponderosa indirectly holds an approximate 50% ownership
   interest in Centragas -- Transportadora de Gas de la Region
   Central de Enron Development & Cia., S.C.A., a Colombian
   natural gas pipeline company.

G. Sundance Assets

   Sundance holds (i) 2,710,000 limited partnership units of
   Northern Border Partners, L.P., and (ii) a Certificate, dated
   December 30, 1997, representing an interest in Bammel Gas
   Trust.

H. Liabilities Relating to the Project Rawhide Structure

   In addition to the Ponderosa Loan and the Rawhide Loan, which
   remain outstanding in approximate unpaid principal amounts of
   $690,000,000 and $667,500,000, the Ponderosa Limited Partners
   may be required to make capital contributions to Ponderosa
   with respect to certain liabilities, including, without
   limitation:

   (a) payments with respect to certain indemnification
       obligations of Ponderosa and Sundance;

   (b) certain contribution obligations required with respect to
       assets contributed to Ponderosa, including those
       contributed by Ponderosa to Sundance;

   (c) payments for certain deficiencies between sales proceeds
       from the disposition of contributed assets and the value
       at which they were contributed to Ponderosa; and

   (d) payments of certain Ponderosa obligations, including,
       without limitation, obligations in respect of certain
       expenses, liabilities, settlements, claims, losses and
       costs thereof.

   Furthermore, Enron has guarantee obligations (i) to Ponderosa
   under the Enron Guaranty with respect to (a) ENA's obligations
   relating to the Proceeds Loan Note and (b) the obligations of
   Enron's affiliates relating to the Enron Demand Loans, and
   (ii) to Ponderosa, Sundance and other parties under the Enron
   Agreement with respect to certain obligations of its
   subsidiaries in respect of Project Rawhide.

                   Alleged Defaults and Claims

On November 12, 2001, Standard & Poor's downgraded the rating of
Enron's long-term unsecured debt to a level of BBB-.  As a result
of the S&P Event, the Rawhide Parties asserted that the Enron
Demand Loans ceased to be "Permitted Investments" of Ponderosa
pursuant to the Ponderosa Partnership Agreement and the Ponderosa
Loan Agreement, and under the terms of the Enron Demand Loans the
entire outstanding principal amount thereof became immediately
due and payable without demand.

On November 29, 2001, Mr. Sosland reports that the Rawhide
Collateral Agent delivered notice of its appointment of Citibank,
N.A., as "Sundance Portfolio Manager" and as "Ponderosa Portfolio
Manager," and asserted among other things, that the occurrence of
certain events, including without limitation, downgrades of
Enron's long-term unsecured debt ratings and non-payment of the
Enron Demand Loans to Ponderosa, empowered the Rawhide Collateral
Agent to appoint the "Sundance Portfolio Manager" and the
"Ponderosa Portfolio Manager," each of which has certain rights
with respect to the winding up and liquidation of Sundance and
Ponderosa.  Enron disputes the validity, effectiveness and scope
of those asserted rights and has continued to exercise management
control over Ponderosa, Sundance and the Project Interests.

On April 19, 2002, CNAI, as collateral agent under the Rawhide
Credit Agreement, delivered notice to Rawhide of the default of
Rawhide for, among other things, failure to pay interest when due
under the Rawhide Credit Agreement.

In connection with the Cases:

   (i) Ponderosa filed the Ponderosa Proofs of Claim;

  (ii) Sundance filed the Sundance Proof of Claim;

(iii) CNAI, as agent on behalf of Rawhide, CXC and the APA
       Purchasers, filed the CNAI Proofs of Claim;

  (iv) Citibank, in its capacity as agent and Sundance Portfolio
       Manager, filed the Citibank Proofs of Claim;

   (v) Credit Lyonnais, S.A. filed the Credit Lyonnais Proofs of
       Claim;

  (vi) National Westminster Bank Plc and The Royal Bank of
       Scotland plc, among others, filed the RBS Proofs of Claim;
       and

(vii) Enron and ENA filed Adversary Proceeding No. 03-09266
       against, among other persons, Citibank, CNAI, CXC,
       Ponderosa and Sundance.

                     The Settlement Agreement

The Parties desire to compromise and settle issues regarding the
Rawhide Transactions under these terms and conditions:

A. Transfer of Assets

   On the Closing Date, Ponderosa, Sundance and the applicable
   Enron Parties will transfer, or will cause the transfer of,
   the interests.  After giving effect to the transfers,
   Ponderosa and Sundance will each retain all of its right,
   title and interest in its assets, including those assets
   transferred to it, to be held pending liquidation and
   disposition as contemplated by the Settlement Agreement and
   the other Transaction Documents.

B. Release by Rawhide Releasing Parties

   On the Closing Date, each Rawhide Releasing Party will
   waive and release, acquit and forever discharge any and all
   claims, demands and causes of actions of every type or nature
   that they may have or claim or assert to have against any of
   the Enron Releasing Parties or the Committee in any way,
   arising from, relating to or in any way in connection with the
   Rawhide Transaction or any of the Transaction Documents,
   whether directly or indirectly relating thereto.

C. Release by Enron Releasing Parties

   Each Enron Releasing Party will waive and release, acquit and
   forever discharge any and all claims, demands and causes of
   action of every type or nature that they may have or claim or
   assert to have against any of the Rawhide Releasing Parties
   in any way, arising from, relating to or in any way in
   connection with the Rawhide Transaction or any of the
   Transaction Documents.

D. Additional Release by Rawhide Releasing Parties

   In addition, each Rawhide Releasing Party further agree that
   it will not commence, assert, maintain, continue or pursue
   any claim, demand or cause of action that any of them may
   have, claim to have or assert to have, against any Person not
   a party to the Settlement Agreement that seeks damages,
   contribution, indemnity, right of set off or any other
   economic benefit or recovery that (i) in any way relates to,
   arises from or is in any way related to the Rawhide
   Transaction, or (ii) in any way relates to, arises from or is
   in any way related to the Transaction Documents, if the claim,
   demand or cause of action would result in any liability or an
   indemnity or any payment obligation of any type or nature on
   the part of any of the Enron Releasing Parties, except as
   specifically provided in the Settlement Agreement.

E. Additional Release by Enron Releasing Parties

   Each Enron Releasing Party further agrees that none of them
   will commence, assert, maintain, continue or pursue any
   claim, demand or cause of action that any of the Enron
   Releasing Parties may have, claim to have or assert to have,
   against any Person not a party to the Settlement Agreement
   that seeks damages, contribution, indemnity, right of set off
   or any other economic benefit or recovery that in any way
   relates to, arises from or is in any way related to the
   Rawhide Transaction or the Transaction Documents, if the
   claim, demand or cause of action would result in any
   liability or an indemnity or any payment obligation of any
   type or nature on the part of any of the Rawhide Releasing
   Parties except for the Course of Conduct Claims which are
   expressly reserved.

F. Limited Most Favored Status

   After the Closing Date, if after February 13, 2004, Enron
   executes or will have executed a Future Settlement settling
   the type of issues addressed in Section 3.1 of the Settlement
   Agreement with respect to any of the Specified Transactions
   and the settlement agreement for Future Settlement
   specifically grants to any named defendant in the Adversary
   Proceeding rights with respect to a Course of Conduct Claim
   that are more favorable to that defendant than provided in
   the Settlement Agreement, the Rawhide Releasing Parties will
   have the same rights with respect to the Course of Conduct
   Claims as they relate to the Rawhide Transaction and the
   Transaction Documents as the settling Course of Conduct
   defendant received in the applicable Future Settlement.

G. Proofs of Claim

   On the Closing Date, each of (a) the proofs of claim and (b)
   the counterclaims with respect to (i) the Adversary Proceeding
   and (ii) any other actions initiated by any Enron Party or any
   of its Subsidiary or affiliate in connection with the Rawhide
   Transaction, in each case filed with the Bankruptcy Court on
   or before the Closing Date by or on behalf of the Ponderosa
   Collateral Agent, Ponderosa, Sundance or any Rawhide Party
   against any Enron Party or any Subsidiary or affiliate of an
   Enron Party in connection with the Rawhide Transaction,
   including the Proofs of Claim, will be deemed irrevocably
   withdrawn, with prejudice, and to the extent applicable
   expunged and all claims set forth therein disallowed in their
   entirety; provided, however, that with respect to the Credit
   Lyonnais Proofs of Claim and the RBS Proofs of Claim, only the
   portion of each Proof of Claim that pertains to the Rawhide
   Transaction will be deemed irrevocably withdrawn, with
   prejudice, and to that extent expunged and all claims set
   forth therein in connection with the Rawhide Transaction
   disallowed in their entirety.

H. Indirect Claims

   The Parties agree that, from and after the Closing Date:

   (a) none of the Ponderosa Collateral Agent, Ponderosa,
       Sundance or any Rawhide Party will direct, cause or
       encourage, cooperate, assist or participate with any
       Subsidiary or affiliate of Ponderosa or Sundance, any
       assignee or participant of an APA Purchaser under the
       Asset Purchase Agreement, any direct or indirect member
       of Rawhide or any other Person in pursuing any claim or
       cause of action relating to the Rawhide Transaction that
       the Ponderosa Collateral Agent, Ponderosa, Sundance or
       any Rawhide Party could not take directly, and in the
       event that the Ponderosa Collateral Agent, Ponderosa,
       Sundance or any Rawhide Party receives any monies,
       property or other benefit as a result of any claim or
       cause of action asserted directly or indirectly by any
       direct or indirect member of Rawhide, then the Ponderosa
       Collateral Agent, Ponderosa, Sundance or that Rawhide
       Party, as the case may be, will pay that amount to Enron
       and each party unconditionally assigns to Enron any
       right to those payments and amounts; and

   (b) no Enron Party will direct, cause or encourage, nor will
       it, except as otherwise required by any law, judgment or
       regulation applicable to it, cooperate, assist or
       participate with any other Enron Party, any Subsidiary,
       affiliate, assignee or subrogee of the rights of an Enron
       Party or any other Person in pursuing any claim or cause
       of action relating to the Rawhide Transaction that the
       Enron Party could not take directly, and in the event
       that any Enron Party receives any monies, property or
       other benefit as a result of any claim or cause of action,
       then the Enron Party will pay the amount to the Ponderosa
       Collateral Agent on behalf of Ponderosa and each Enron
       Party unconditionally assigns to the Ponderosa Collateral
       Agent, on behalf of Ponderosa, any right to those payments
       and amounts.

I. Amendment of Transaction Documents

   Prior to the ENARGAS Consent Date, the Transaction Documents
   will not be amended without the consent of Enron.  After the
   ENARGAS Consent Date, amendments to the Transaction Documents
   will not require the consent of Enron; provided that, if any
   amendment would affect the rights or obligations of any Enron
   Party with respect to that Transaction Document, then the
   consent of the Enron Party will be required.

J. Release of Inter-Structural Claims

   On the Closing Date, each of Ponderosa and Sundance, on the
   one hand, and each Enron Party, on the other hand, will
   release, acquit and forever discharge each other solely from
   any and all claims which the Person may have or claim to have
   against each other to the extent arising under, relating to
   or in connection with the accounts receivable, accounts
   payable, loans and all other amounts due and owing under any
   agreement, in each case between Ponderosa or Sundance or a
   Subsidiary thereof or other Person controlled by Ponderosa or
   Sundance, on the one hand, and an Enron Party or a Subsidiary
   or other Person controlled by an Enron Party, on the other
   hand.

K. Termination of Contracts; Non-Recourse of Ponderosa Loan

   The Parties agree that on the Closing Date (i) the agreements
   and instruments set forth on the Settlement Agreement will be
   terminated and that no party thereto will have any further
   obligations thereunder, and (ii) the Ponderosa Loan will be
   non-recourse to Enron, any other Enron Party or any of their
   affiliates and Subsidiaries, and the Ponderosa Collateral
   Agent, Sundance and the Rawhide Parties will look solely to
   the proceeds of the assets of Ponderosa for any repayment
   thereof.

L. Conditions to Effectiveness

   Certain conditions must be satisfied for the "Closing Date"
   under the Settlement Agreement to occur, including:

   * Each of the Master Cover Settlement and the Swiss Re PRI
     Settlement will be in full force and effect pursuant to its
     terms;

   * The CIESA Settlement Agreement is in full force and effect;

   * The Counsel Letter Agreements are in full force and effect;

   * Ponderosa and Sundance have caused their Subsidiaries to,
     transfer free and clear of any liens, and have executed and
     delivered instruments and documents necessary to complete
     the transfer of each of the assets set forth in the
     Settlement Agreement;

   * The Enron Parties have caused their Subsidiaries and
     affiliates to transfer, free and clear of any liens, and
     have executed and delivered instruments and documents
     necessary to complete the transfer of each of the assets
     set forth in the Settlement Agreement; and

   * Enron has, with respect to the PQPC Note and the
     Batangas/Subic Notes, (i) paid $54,800,000 plus any and all
     interest paid to the holders of the notes on and after
     November 1, 2003, in cash in immediately available funds to
     the Ponderosa Collateral Agent on behalf of Ponderosa,
     (ii) caused Enron Power Operating Company to assign to
     Ponderosa its interest in a promissory note made by Subic
     Power Corp., dated June 19, 1996, the outstanding principal
     balance of which is around $3,500,000 and (iii) caused
     Enron CTS International Corp. to assign to Ponderosa all of
     its right, title and interest in those certain 9-1/2%
     Senior Secured Notes, Series A due 2008 made by Subic
     pursuant to the Subscription Agreement dated December 20,
     1993 among Subic, the guarantors named therein and Bear,
     Stearns International Limited, the outstanding principal
     balance of which is about $2,600,000.

M. Transfers; Asset Disposition Orders

   As of the Closing Date:

   (a) At Ponderosa or Sundance's cost and expense, each Enron
       Party will agree to, and will agree to cause its
       Subsidiaries and affiliates to, upon the request of the
       Portfolio Manager, (i) take commercially reasonable
       actions as may be reasonably requested to assist Sundance
       and Ponderosa in securing governmental approvals in
       connection with the disposition of any Project Interest
       and (ii) request further Court orders as may be
       reasonably necessary to satisfy conditions precedent to
       the disposition of each Project Interest;

   (b) Each Enron Party will agree to, and will agree to cause
       ETS to, assist Miss Kitty, L.L.C., and the Portfolio
       Manager with the transfer of the one share of EPCA owned
       by ETS to Miss Kitty on the books and records of EPCA;
       and

   (c) Each Enron Party will agree to transfer, or to cause to
       the transfer of, all of the limited partnership interests
       in Ponderosa owned by it to Rawhide or its designee on
       the first Business Day after the Closing.

N. Management of Ponderosa

   Pursuant to the Ponderosa Partnership Agreement, on or after
   the Closing Date, the Portfolio Manager may in its sole
   discretion appoint a general manager of Ponderosa.  If so
   appointed, the General Manager will have responsibility for
   management of all of the assets of Ponderosa, except with
   respect to the CIESA/TGS Project Interest.  Enron agrees to
   continue to own 100% of the outstanding voting interests of
   EPMH, EGPP and Enron EPI, Inc., and the Enron Parties agree
   to preserve and maintain the corporate existence of each
   entity until the date that is five days after the ENARGAS
   Consent Date, at which time the limited partnership interests
   of EGPP and Enron EPI, Inc., in Ponderosa will immediately be
   transferred to Rawhide or its designee.

O. Management of CIESA/TGS

   Until the ENARGAS Consent Date, the CIESA/TGS Project
   Interest will be administrated by the CIESA/TGS Manager, who
   will be appointed by Enron and confirmed by the Portfolio
   Manager and who will have the exclusive right and power to
   conserve, manage and protect and deal with the CIESA/TGS
   Project Interest, including with respect to the ICSID Claims.
   Pursuant to the Settlement Agreement, Enron appoints itself
   as the initial CIESA/TGS Manager, and the Portfolio Manager
   confirms the appointment.  Each of Enron and the Portfolio
   Manager will be entitled to replace the CIESA/TGS Manager in
   its sole discretion.  Enron, as the initial CIESA/TGS
   Manager, and any Party acting to replace the CIESA/TGS
   Manager will assume all duties and liabilities with respect
   to the CIESA/TGS Manager until a replacement is appointed by
   Enron and confirmed by the Portfolio Manager and the
   replacement CIESA/TGS Manager will have entered into a
   management agreement.

   The Person acting as CIESA/TGS Manager from time to time will
   act as directed by the Portfolio Manager absent written
   direction by Enron suspending the right of direction.  Absent
   written direction by Enron suspending the right of direction
   of the Portfolio Manager, the replacement of the CIESA/TGS
   Manager by Enron without the confirmation of the Portfolio
   Manager or Enron's acting as CIESA/TGS Manager, no Enron
   Party will have any direct liability with respect to the
   actions or failure to act of the CIESA/TGS Manager, nor for
   any other liability arising out of the CIESA/TGS Manager
   Agreement or the engagement of the CIESA/TGS Manager.

   The CIESA/TGS Manager's duties will be to manage the
   CIESA/TGS Project Interest in the best interests of Enron,
   Ponderosa and Ponderosa's creditors, without prejudice of,
   and in addition to, the CIESA/TGS Manager's duty to the
   CIESA/TGS Project Interest itself.  

   On the ENARGAS Consent Date, Section 6.5 of the Settlement
   Agreement will automatically terminate and will be of no
   further force and effect, and management of the CIESA/TGS
   Project Interest will be vested in the General Manager
   pursuant to Section 6.3 of the Settlement Agreement or, if
   no General Manager will be serving in that position at that
   time, then in the Portfolio Manager.

   As of the Closing Date, each Enron Party agrees to, and
   agrees to cause its Subsidiaries and affiliates to,
   cooperate with the Portfolio Manager to obtain approvals or
   to restructure the holdings of the CIESA/TGS Project Interest
   or to take other action as the Portfolio Manager may
   reasonably request so that the approval of ENARGAS to a
   change of management is no longer required and, on and after
   the ENARGAS Consent Date, to comply with its obligations
   under the CIESA Settlement Agreement and to cooperate with
   the Portfolio Manager to complete the transactions
   contemplated by the CIESA Settlement Agreement and any other
   document related thereto.

P. Certain CIESA/TGS Matters; ICSID Claims

   On the Closing Date, each of Ponderosa, Sundance, Rawhide, the
   Rawhide Collateral Agent and the Portfolio Manager will agree
   to, and each of Ponderosa and Sundance will agree to cause its
   affiliates and Subsidiaries to, use commercially reasonable
   best efforts to promptly assist Enron and its affiliates and
   Subsidiaries as may be reasonably necessary to obtain
   the ENARGAS Release.

   On the Closing Date, Enron will assign all of its right, title
   and interest in any and all proceeds of the ICSID Claims to
   Ponderosa up to the full amount of Ponderosa's claimed losses
   with respect thereto.  If Enron or any other Enron Party
   receives any proceeds with respect to any of the ICSID Claims,
   Enron will agree that it will, and will cause any other Enron
   Party to, immediately pay over those proceeds to the Ponderosa
   Collateral Agent on behalf of Ponderosa until the amount of
   Ponderosa's claimed losses with respect to the ICSID Claims
   has been paid in full.  Upon receipt by Ponderosa or the
   Ponderosa Collateral Agent of payment in full of the amount of
   Ponderosa's claimed losses with respect to the ICSID Claims,
   any additional proceeds of the ICSID Claims will be retained
   by and payable to Enron, and any amounts received by Ponderosa
   or the Ponderosa Collateral Agent with respect to the ICSID
   Claims in excess of Ponderosa's claimed losses will be
   immediately paid over and transferred to Enron or its
   designee.  Enron agrees that it will not otherwise transfer
   any of its right, title or interest in the ICSID Claims to
   any other Person.

   On the Closing Date, Enron agrees that it will, at the
   reasonable request of the Portfolio Manager or the CIESA/TGS
   Manager and at the expense of Ponderosa, assist Ponderosa in
   the pursuit of the ICSID Claims.  Additionally, Ponderosa
   agrees to reimburse Enron for any costs and expenses that
   Enron may incur due to its continued participation in the
   ICSID Claims after the Closing Date.

Q. Settlement of PRI Claims

   Subject to Sections 6.7(b) and (c) of the Settlement
   Agreement, in the event that any claim under any PRI Policy is
   not finally settled prior to the Closing Date, on the Closing
   Date the Enron Parties will agree to, and to cause their
   Subsidiaries and affiliates to, use commercially reasonably
   efforts to cooperate, at the reasonable request of the
   Portfolio Manager and at the expense of Ponderosa, in pursuing
   all unsettled claims, including, without limitation, by
   providing information and access to files, accounting and
   other records and personnel in respect thereof.

   On the Closing Date, the Enron Parties will agree to cooperate
   with Ponderosa and the Rawhide Parties in seeking a settlement
   of or other arrangement for the dissolution or cancellation of
   the OPIC PRI Policies pursuant to which OPIC would return the
   premiums on the OPIC PRI Policies, and in the event of any
   settlement or arrangement, which will be in form and substance
   mutually agreeable to Enron and the Rawhide Collateral Agent,
   all OPIC PRI Settlement Proceeds will be paid (A) to the
   Ponderosa Collateral Agent on behalf of Ponderosa in an amount
   equal to 60% of the OPIC PRI Settlement Proceeds and (B) to
   Enron in an amount equal to 40% of the OPIC PRI Settlement
   Proceeds at the account that Enron may direct.

   On the Closing Date, Ponderosa will agree to indemnify and
   hold Enron harmless to the same extent that Enron is required
   to indemnify and hold harmless the Underwriters with respect
   to Enron Indemnified Claims but only to the extent that those
   Enron Indemnified Claims are also Ponderosa Indemnified
   Claims under the Master Cover Settlement.  Ponderosa's
   indemnification of Enron will be subject to all limitations,
   exclusions, and qualifications available to Enron in
   connection with Enron's indemnification of the Underwriters.

R. Northern Border

   On the Closing Date, Sundance will have ceased to be an
   affiliate of Enron, Northern Border and Northern Plains
   Natural Gas Company and each of the Parties will agree that,
   after the date that the conditions precedent set forth in
   Section 4.2(a) have been satisfied, it will not take any
   action that could (i) cause Sundance to be an Affiliate of
   Northern Border, Enron, Northern Plains Natural Gas Company
   or any of their Affiliates or (ii) until Sundance no longer
   owns any of the LP Units, cause Ponderosa to control Sundance.

S. Services Agreements

   Except with respect to publicly available information, on the
   Closing Date, Enron will agree to provide access to files and
   other records and to provide personnel with expertise in
   operational, accounting and tax matters related to Ponderosa,
   Sundance and the Project Interests, at the expense of
   Ponderosa, to the extent requested by the Portfolio Manager,
   the General Manager or the CIESA/TGS Manager for the pursuit
   or settlement of the liquidation of the assets of Ponderosa
   and Sundance and their Subsidiaries and Project Interests that
   continue to be owned by Ponderosa or Sundance after the
   Closing Date.

   As of the Closing Date, Enron agrees (A) to cause the
   preparation and filing of required U.S. federal income tax
   returns and any comparable, required state forms of Sundance
   and Ponderosa for the 2003 tax year, (B) to cause the
   preparation and closing of the year-end accounting with
   respect to Ponderosa, Sundance, their Subsidiaries and the
   Project Interests for the 2003 accounting year and (C)
   promptly after completion of the services set forth in
   subsections (A) and (B), to transfer or cause the transfer of
   a full and complete index of all books and records with
   respect to Ponderosa, Sundance, their Subsidiaries and the
   Project Interests to the Portfolio Manager, General Manager
   or the CIESA/TGS Manager, as applicable.  Notwithstanding,
   Enron also agrees to continue to keep and prepare the
   accounting books and records for Ponderosa and the CIESA/TGS
   Project Interest until the ENARGAS Consent Date, upon the
   occurrence of which Enron agrees to promptly transfer or
   cause the transfer of a full and complete index of all
   accounting books and records with respect to Ponderosa and
   the CIESA/TGS Project Interest to the CIESA/TGS Manager,
   General Manager or Portfolio Manager, as applicable.  Upon
   fulfillment of these obligations, Enron will have no further
   obligation to prepare tax returns or forms or accounts of
   Ponderosa, Sundance, their Subsidiaries or any of the Project
   Interests.

   On the Closing Date, Enron will agree to provide personnel
   with expertise in operational and other matters, at the
   request of the Portfolio Manager, as may be reasonably
   necessary for the completion of the Bahia Gas Litigation.

   In each case under the Settlement Agreement in which any
   Enron Party or any Subsidiary or affiliate thereof will
   provide information or access to files, accounting and other
   records and the services of personnel, (A) after the Closing
   Date, that Enron Party, Subsidiary or affiliate will be
   entitled to reimbursement for the time and out-of-pocket
   costs and expenses related to providing the information,
   files, records and services on a commercially reasonable
   basis upon receipt by Ponderosa of a written invoice and (B)
   the information, access and services will only be provided
   upon reasonable prior notice of any request and that access or
   services of personnel will only be provided during normal
   business hours and otherwise in a manner as to avoid any
   unreasonable disruption of the normal business and operations
   of Enron and the other Enron Parties and their Subsidiaries
   and affiliates.

T. Sundance General Partner

   On the Closing Date, Ponderosa will confirm, and each other
   Party will acknowledge, that due to the commencement of
   Ponderosa's dissolution and winding-up pursuant to the
   Ponderosa Partnership Agreement, Ponderosa has ceased, as of
   the Closing Date, to be the Sundance General Partner in
   accordance with Section 17-402 of the Delaware Revised
   Uniform Limited Partnership Act, as amended.

U. Appointment of Portfolio Manager

   Notwithstanding the dispute between the Rawhide Parties and
   the Enron Parties concerning the validity, effectiveness and
   scope of the asserted rights of the Portfolio Manager and the
   claims of each thereof relating to actions taken by or on
   behalf of Ponderosa and Sundance by each thereof from the
   time of delivery of the Portfolio Management Letter,
   effective on the Closing Date, the Enron Parties and the
   Committee acknowledge and consent to the appointment of
   Citibank as Ponderosa Portfolio Manager and Sundance
   Portfolio Manager, and the Parties agree that the Portfolio
   Manager will have the full rights and authority as provided
   in the Sundance Partnership Agreement and the Ponderosa
   Partnership Agreement.

V. Covenants with respect to Philippine Amounts

   On the Closing Date:

   (a) EGPP will agree to pay or will cause to be paid in cash
       in immediately available funds to the Ponderosa
       Collateral Agent, on behalf of Ponderosa, upon receipt
       thereof, an aggregate amount equal to 80% of all amounts
       -- net of withholding Tax -- collected or received from
       time to time in respect of the approximately $9,000,000 of
       disputed receivables of Batangas;

   (b) Upon receipt by the Ponderosa Collateral Agent of the
       cash amount set forth in Section 4.2(a)(ix) of the
       Settlement Agreement, $8,260,000 will be deposited into a
       newly created escrow account held with the Ponderosa
       Collateral Agent pursuant to an escrow agreement
       satisfactory to Enron and the Rawhide Collateral Agent in
       their mutual discretion.  Pursuant to the escrow
       agreement, (i) upon the receipt by EPPC or Batangas of
       cash with respect to (A) the final Batangas invoice to be
       collected from National Power Corp. or (B) future amounts
       to come from dividends or other distributions on capital
       by Subic, an amount equal to the Batangas Collection will
       be immediately released from the escrow account to the
       Ponderosa Collateral Agent on behalf of Ponderosa and (ii)
       on March 31, 2005, any amounts remaining in the escrow
       account that are not payable to Ponderosa as the result of
       any Batangas Collection not having been received prior to
       March 31, 2005 will be immediately transferred to Enron or
       its designee.

W. Foreclosure by Rawhide Collateral Agent

   On the Closing Date, the Parties will agree that the Rawhide
   Collateral Agent will promptly take certain steps to
   foreclose upon the collateral securing the Rawhide Note.
   Upon completion of the Foreclosure Sale, the Rawhide
   Collateral Agent will not transfer any rights in the
   collateral securing the Rawhide Note to any other party,
   except for the payment of the proceeds of the Foreclosure
   Sale to the parties entitled thereto.  The Rawhide Collateral
   Agent may accept a deed in lieu of foreclosure or quitclaim
   of all right, title and interest of Rawhide in the collateral
   securing the Rawhide Note on terms and conditions reasonably
   satisfactory to Enron and the Committee.

X. Representations and Warranties with Respect to Liabilities

   As of the Closing Date, and subject to the exclusions and
   exceptions set forth in Section 6.21 of the Settlement
   Agreement, Enron represents and warrants to Ponderosa,
   Sundance and the Rawhide Parties that, to the knowledge of
   Enron, as of the Closing Date the Intermediate Companies do
   not have any material liabilities that would properly be
   reflected or reserved against in a balance sheet prepared in
   conformity with United States generally accepted accounting
   principles other than:
  
   (a) liabilities that have been previously disclosed in
       writing to the Portfolio Manager or representatives or
       agents thereof; and

   (b) liabilities that may derivatively arise solely from any
       Intermediate Company's investment or holdings in an
       applicable Underlying Project.

Y. Transwestern Action Reimbursement

   If, prior to the earlier of (i) the ENARGAS Consent Date and
   (ii) the date on which Enron and the Portfolio Manager
   reasonably agree it is no longer commercially reasonable to
   seek to obtain the ENARGAS Release, Enron takes, or causes to
   be taken, any affirmative action that causes Transwestern to
   cease to be a member of the "Enron Economic Group" (Conjunto
   Economico de Enron) that bid for the privatization of Gas del
   Estado S.E., Enron agrees to reimburse Ponderosa or its
   Subsidiaries and affiliates that are part of the CIESA/TGS
   Project Interest for any costs, expenses, fines or penalties
   that the Person may incur solely arising out of or incurred
   in connection with, and that would not have been incurred but
   for, the taking of the Transwestern Action; provided,
   however, that (x) no Person will be reimbursed for any
   costs, expenses, fines or penalties to the extent those
   costs, expenses, fines or penalties are caused by or result
   from the actual fraud, willful misconduct, bad faith or gross
   negligence of that Person, (y) for the avoidance of doubt, no
   Person will be reimbursed for any loss in value of all or any
   portion of the CIESA/TGS Project Interest and (z)
   notwithstanding any of the foregoing, in no event will
   Enron's aggregate reimbursement obligation in respect of that
   provision exceed $5,000,000.

A free copy of the Rawhide Settlement Agreement is available at:

   http://bankrupt.com/misc/16904RawhideSettlementAgreement.pdf

                     Inter-structure Claims

In addition to the Proceeds Loan Note and the Enron Demand Loans,
Mr. Rosen reports that there are accounts receivable, accounts
payable, loans and other amounts due and owing by Ponderosa or
Sundance, on one hand, and an Enron Party, on the other hand,
that are required to be released, acquitted and forever
discharged as of the Closing Date under the Settlement Agreement.  
Generally, the Inter-Structure Claims involve obligations to or
from Enron or these subsidiaries and controlled Persons of Enron
-- the Debt Forgiveness Entities:

   (i) EDF,
  (ii) ESA,
(iii) Enron Pipeline Columbia Limited Partnership,
  (iv) Enron Columbia Investments Limited Partnership,
   (v) ECF,
  (vi) Global Expat Services, LLC,
(vii) ECB,
(viii) Enron America do Sul Ltda.,
  (ix) Generacion Mediterranea S.A., and
   (x) Enron International, Inc.

In connection with the consummation of the transactions under the
Settlement Agreement, except where the applicable Debt
Forgiveness Entity in respect of a Debt Obligation is a Ponderosa
Limited Partner, Enron or the other Debtors will enter into
agreements or other arrangements to provide the Debt Forgiveness
Entities with reasonably equivalent consideration for their
release, acquittal and discharge of the Debt Obligations owed to
it.  The Debt Forgiveness Arrangements will generally provide for
a reduction of claims by Enron against the applicable Debt
Forgiveness Entity, but may also provide that Enron or another
Debtor pays the Debt Forgiveness Entity the reasonable equivalent
value if sufficient claims do not exist for Enron to reduce
against that entity.

However, Mr. Rosen clarifies that in one instance, it is
contemplated that the Debt Obligation of a Ponderosa subsidiary
will be purchased by EGPP at its fair value from the applicable
Debt Forgiveness Entities under the terms of a Purchase
Agreement.  Upon purchase, EGPP will release, acquit and forever
discharge the applicable Ponderosa subsidiary from the Debt
Obligation as a contribution to capital for that subsidiary.  The
Purchase Agreement further provides that, in that instance, the
purchase price to be paid to the applicable Debt Forgiveness
Entities by EGPP will constitute an administrative claim of EGPP
in its Chapter 11 case.

Furthermore, Mr. Rosen says that to induce EPOC to assign to
Ponderosa EPOC's interest in the Subic note, as required pursuant
to the terms of the Settlement Agreement, Enron and EPOC will
enter into a Debt Forgiveness Arrangement pursuant to which EPOC
will agree to assign the Subic Note to Ponderosa in exchange for
Enron's agreement to forgive indebtedness of EPOC in an amount
equal to the principal and unpaid interest on the Subic Note.

Mr. Rosen contends that the contemplated settlement of the
Rawhide Transactions should be approved and authorized as the
Settlement Agreement and the Debt Forgiveness Arrangements
constitute the exchange of reasonably equivalent value between
the Parties to settle the matters among them.

The Debtors believe that the Settlement Agreement and the Debt
Forgiveness Arrangements are a very favorable development for the
cases as it resolves numerous complicated issues arising from the
Rawhide Transactions and the Inter-Structure Claims.  In addition
to the dismissal of a significant amount of claims that have been
made or that may exist against the Debtors in respect of the
Rawhide Transactions, the Debtors believe that the consummation
of the transactions under the Settlement Agreement will
significantly reduce the costs, expenses, time and effort that
have been and continue to be incurred in managing the Project
Interests.  Moreover, the terms of the Settlement Agreement and
the ultimate resolution of issues relating to the management of
Ponderosa and Sundance will enable the Debtors to:

   (i) remove substantial bases for contingent liability relating
       to their capital contribution obligations to Ponderosa and
       Sundance;

  (ii) in certain instances, significantly lessen potential
       liabilities relating to further proceedings with foreign
       governments on ownership rights and restrictions regarding
       highly regulated businesses; and

(iii) return, directly or indirectly, to the Debtors certain
       assets that will provide value for their estates.

The Debtors also believe the Debt Forgiveness Arrangements will
generally benefit each of the Debt Forgiveness Entities because
(i) the discharge will facilitate the transactions contemplated
by the Settlement Agreement, (ii) the Debt Forgiveness Entities
will receive equivalent value for their Inter-Structure Claims,
and (iii) that equivalent value will be received in a timely
fashion in connection with the consummation of the transactions
under the Settlement Agreement and the general reorganization of
Enron and the other Debtors as part of the Cases, instead of each
applicable Debt Forgiveness Entity's having to rely on the
creditworthiness of the applicable obligors on the Debt
Obligations at unspecified or long-term maturity dates.

Each of the Settlement Agreement and the Debt Forgiveness
Arrangements are the product of arm's-length bargaining by the
Parties and the Debt Forgiveness Entities, as applicable. (Enron
Bankruptcy News, Issue No. 106; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ETEAM OF PA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: ETeam of Philadelphia LLC
             aka ExecuTrain of Philadelphia
             1 Tower Bridge, Suite 520
             100 Front Street
             West Conshohocken, Pennsylvania 19428

Bankruptcy Case No.: 04-11303

Debtor affiliate filing separate chapter 11 petition:

Entity                                     Case No.
------                                     --------
ETeam USA LLC                              04-11302

Type of Business: The Debtor offers training in
                  computer application and technical
                  development, project management, sales
                  performance, team building, leadership
                  development, and customer service skills.
                  See http://www.executrain.com/

Chapter 11 Petition Date: May 2, 2004

Court: District of Delaware

Debtor's Counsel: Joseph A. Malfitano, Esq.
                  Young, Conaway, Stargatt & Taylor
                  The Brandywine Building
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, DE 19899-0391
                  Tel: 302-571-6600
                  Fax: 302-571-1253

                             Estimated Assets   Estimated Debts
                             ----------------   ---------------
ETeam of Philadelphia LLC    $100,000-$500,000  $1 M to $10 M
ETeam USA LLC                $0 to $50,000      $0 to $50,000

ETeam of Philadelphia's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Platinum Plus for Business    Credit card                $71,325

Techno Training, Inc.         Trade                      $55,686

Meta 4 Consulting             Trade                      $45,000

US Bank                       Credit Card                $25,136

ET3, LLC                      Trade                      $22,972

Advanta                       Credit Card                $22,336

Public Affairs Management     Trade                      $17,000

Grubb & Ellis Management      Trade                      $12,821
Service, Inc.

Skillramp                     Trade                      $11,606

American Express Business     Trade                       $8,500
Finance

ExecuTrain of Georgia         Trade                       $7,925

Element K Online              Trade                       $7,000

Keystone Health Plan East     Trade                       $4,822

Independence Blue Cross       Trade                       $4,488

Cale/Canterbury ExecuTrain    Trade                       $4,253

ExecuTrain of San Juan        Trade                       $4,050

Neoware Systems, Inc.         Trade                       $4,000

Red Hat, Inc.                 Trade                       $3,120

WebEx Communications, Inc.    Trade                       $3,100

Quench, Inc.                  Trade                       $2,895


FAIRFAX FINANCIAL: A.M. Best Assigns BB+ Rating to 7.75% Sr. Notes
------------------------------------------------------------------
A.M. Best Co. has assigned a debt rating of "bb+" to Fairfax
Financial Holdings Limited's (Fairfax) (NYSE: FFH, Toronto: FFH)
7.75% senior unsecured notes due 2012 issued as part of its debt
exchange offer. The outlook for all debt ratings remains negative.

Fairfax has exchanged a portion of the company's existing $275
million of 7.38% notes due 2006, $170 million of 6.88% notes due
2008 and wholly owned TIG Holdings, Inc. $97.7 million 8.125%
notes due 2005 for a combination of cash and a specific amount of
the new notes. The new notes have terms and covenants
substantially similar to the existing securities.

Fairfax has also announced that it intends to file a $750 million
shelf registration that will allow the new 2012 notes exchanged
for the TIG Holdings notes to be re-exchanged for similar 2012
notes that will be registered with the U.S. Securities and
Exchange Commission. In addition, the shelf registration will
allow Fairfax the opportunity to issue additional debt or equity
over the next two years.

A.M. Best views Fairfax's exchange offer as a long-term positive
move given management's attempt to proactively de-lever the
holding company and provide additional short-term financial
flexibility over the next few years as the maturity profile of the
company's debt is lengthened. The immediate negative impact will
be the need to utilize existing holding company cash. However,
despite this use of cash, Fairfax's liquidity is sufficient to
meet its cash needs in 2004. The company's debt ratings reflect,
in part, management's consistent proactive efforts to maintain
sufficient holding company liquid assets to meet holding company
obligations, as well as flexibility to provide capital support to
subsidiaries if needed.

A.M. Best believes that tax-sharing payments and stock dividends
derived from quality earnings at Fairfax's investments in Odyssey
Re and Northbridge, combined with dividend payments allowed by
earnings at its wholly owned Crum & Forster operation, should
provide sufficient cash flow to the holding company to meet its
obligations. In addition, the expected release of Fairfax's shares
of Odyssey Re currently held in trust will provide added financial
flexibility in the second quarter. The trust was established with
the California Department of Insurance to effect the restructuring
of the TIG companies.

The negative outlook reflects A.M. Best's concerns regarding
continued negative loss reserve development at Fairfax's run-off
operations, which could result in significant earnings volatility
and potential disruption of dividends from wholly owned
subsidiaries. In 2003, reserve development was offset by sizable
realized gains. Despite a history to the contrary, expectations in
2004 are for a more modest level of realized gains.

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source. For more
information, visit A.M. Best's Web site at http://www.ambest.com/


FARMLAND IND: CHS Completes Purchase of 50% Agriliance Stake
------------------------------------------------------------
CHS Inc. (Nasdaq: CHSCP) has completed the purchase of all of
Farmland Industries' ownership share of Agriliance, LLC, a leading
supplier of agronomic inputs in North America.

The purchase was approved April 20, 2004, by the U.S. District
Court overseeing Farmland's bankruptcy process and was finalized
on April 30. The CHS Board of Directors approved the purchase
March 11.

The purchase consists of Farmland's entire interest in Agriliance,
LLC. CHS now owns 50 percent of the economic and governance
interests of Agriliance, LLC, with the remaining 50 percent owned
by Land O'Lakes, Inc. of Arden Hills, Minn. CHS purchased Wilbur
Ellis Company's interest in Agriliance in May 2003.

"We are pleased to complete this purchase and look forward to
continuing to meet the agronomic inputs needs of producers across
the U.S. and Canada through Agriliance," said John D. Johnson, CHS
president and chief executive officer. "We expect a seamless
transition for Agriliance customers and employees as we undertake
a successful spring planting season."

Agriliance -- http://www.agriliance.com/-- is a major supplier of  
crop production inputs and provider of industry-leading agronomic
training for dealers across North America. A leading crop
nutrients distributor, Agriliance also manufactures the
AgriSolutions(TM) brand of crop protection products and is a
contract formulator for major agricultural chemical companies.
Agriliance was created in 2000. In 2003, it reported sales of $3.5
billion, including $1.3 billion in crop protection products, 10
million tons of crop nutrients, $809 million in retail sales and
$54 million in agronomy equipment sales.

CHS -- http://www.chsinc.com/-- is a diversified energy, grains  
and foods company committed to providing the essential resources
that enrich lives. A Fortune 500 company, CHS is owned by farmers,
ranchers and cooperatives from the Great Lakes to the Pacific
Northwest and from the Canadian border to Texas, along with
thousands of preferred stockholders. CHS provides products and
services ranging from grain marketing to food processing to meet
the needs of customers around the world. It also operates
petroleum refineries/pipelines and, through a broad range of
working partnerships, markets and distributes Cenex(R) brand
energy products, along with agronomic inputs and feed to rural
America. CHS is listed on the NASDAQ Exchange at CHSCP.



FINOVA GROUP: Faces Securities Fraud Lawsuits Over Thaxton Notes
----------------------------------------------------------------
Between October 17, 2003 and January 13, 2004, FINOVA Capital
Corporation was served with and named as a defendant, together
with other parties, in five lawsuits that relate to its loan to
The Thaxton Group, Inc., and several related entities.

FINOVA has a senior secured loan to the Thaxton Entities of
approximately $108,000,000 at December 31, 2003.  The Thaxton
Entities were declared in default under the loan agreement after
they advised FINOVA that they would have to restate earnings for
the first two fiscal quarters of 2003, and had suspended payments
on their subordinated notes.  As a result of the default, FINOVA
exercised its rights under the loan agreement and accelerated the
indebtedness.  The Thaxton Entities then filed for Chapter 11
protection before the U.S. Bankruptcy Court for the District of
Delaware on October 17.

The first lawsuit, a complaint captioned Earle B. Gregory, et
al., v. FINOVA Capital Corporation, James T. Garrett, et al., was
filed in the Court of Common Pleas of Lancaster County, South
Carolina, and served on FINOVA on October 17, 2003.  An amended
complaint was served on November 5, before the deadline for
FINOVA to answer, plead, or otherwise respond to the original
complaint.  The Gregory Action was properly removed to the U.S.
District Court for the District of South Carolina on November 17,
pursuant to 28 U.S.C. Sections 1334 and 1452.  The plaintiffs
filed a request to remand the case to the state court, but the
District Court denied that request on December 18.

The second Thaxton-related complaint, captioned Tom Moore, Anna
Nunnery, et al., v. FINOVA Capital Corporation, Moore & Van Allen
PLLC, and Cherry, Bekaert & Holland, LLP, was filed in the U.S.
District Court for the District of South Carolina on November 25,
2003 and served on FINOVA on December 2.  

The third complaint, captioned Sam Jones Wood and Kathy Annette
Wood, et al., v. FINOVA Capital Corporation, Moore & Van Allen
PLLC, and Cherry, Bekaert & Holland, LLP, was filed in the
Superior Court for Gwinnett County, Georgia, and served on FINOVA
on December 9, 2003.

The fourth complaint, captioned Grant Hall and Ruth Ann Hall, et
al., v. FINOVA Capital Corporation, Moore & Van Allen, PLLC, and
Cherry, Bekaert & Holland, LLP, was filed in the Mecklenberg
County, North Carolina, Superior Court, and served on FINOVA on
December 9, 2003.  

The fifth complaint, captioned Charles Shope, et al., v. FINOVA
Capital Corporation, Moore & Van Allen, PLLC, and Cherry, Bekaert
& Holland, LLP, was filed in the U.S. District Court for the
Southern District of Ohio, Eastern Division, and served on FINOVA
on January 13, 2004.

Each of the five Thaxton-related lawsuits are styled as class
actions, purportedly brought on behalf of certain defined classes
of people who had purchased subordinated notes from the Thaxton
Entities.  The complaints allege claims of fraud, securities
fraud, and various other civil conspiracy and business torts in
the sale of the subordinated notes.  Each of the complaints seeks
an unspecified amount of damages, among other remedies.  In
addition to FINOVA, the complaints each name as co-defendants
Thaxton's accountants and attorneys, and in the Gregory case,
several officers of the Thaxton Entities.

There are approximately 6,800 holders of the subordinated notes
issued in several states, with a total subordinated indebtedness
of approximately $122,000,000.  The unsecured creditors'
committee has also filed an action in the Thaxton bankruptcy case
against FINOVA, seeking to set aside FINOVA's liens and payments
collected due to alleged securities fraud, violations of banking
regulations, preference payments and similar claims.

In a regulatory filing with the Securities and Exchange
Commission, FINOVA Senior Vice President, General Counsel &
Secretary, Richard Lieberman, asserts that all the claims against
FINOVA are without merit.  FINOVA intends to vigorously defend
against the claims, and protect its senior secured position in
the Thaxton bankruptcy proceedings. (Finova Bankruptcy News, Issue
No. 47; Bankruptcy Creditors' Service, Inc., 215/945-7000)


GAS TRANSMISSION: S&P Places Junk Ratings On CreditWatch Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CC' ratings on Gas
Transmission Northwest Corp. on CreditWatch with positive
implications. The rating action reflects National Energy & Gas
Transmission Inc.'s announcement on April 29, 2004, that
TransCanada PipeLines Ltd. (TransCanada; A-/Negative/--) had won
the auction to purchase GTN for $1.7 billion. While this is still
subject to bankruptcy court approval (expected May 12, 2004), the
bidding period for the asset has terminated.  As a result,
Standard & Poor's is fairly confident that the sale will be
completed.  Upon consummation of the sale, GTN's credit quality
will be reflected in TransCanada's credit ratings. GTN was
previously assessed by Standard & Poor's as having stand-alone
credit quality in the 'A' category, reflecting its above-average
business position and adequate financial profile.


FIRST VIRTUAL: Audit Committee Reviews Irregular Sale Transactions
------------------------------------------------------------------
First Virtual Communications, Inc. (NASDAQ:FVCX) announced that
its Audit Committee is in the process of reviewing certain
irregular sales transactions. Most of the transactions currently
under review involve its sales operations in China. The Company
has made personnel changes in China as a result of these
transactions.

This investigation was initiated as a result of the Company
becoming aware of several of these transactions, and subsequently
notifying its Audit Committee and its independent auditors. The
Audit Committee has engaged independent counsel to conduct the
investigation which is in its early stages.

The Company's auditors will not be able to complete their review
of the financial results for the three months ended March 31, 2004
until the investigation is completed and the Company will not be
able to release its first quarter financial results on May 4, as
previously scheduled. The effect of the irregular sales
transactions on the unaudited interim results for the quarter
ended March 31, 2004 and on previously issued annual and quarterly
financial statements, if any, has not been determined, and it is
not known whether the Company will be required to restate prior
period financial statements. Since the investigation will not be
completed by the May 17, 2004 deadline for the filing of the
Company's Quarterly Report on Form 10-Q, the Company will not be
able to file this Form 10-Q on a timely basis.

About First Virtual Communications

First Virtual Communications is a premier provider of
infrastructure and solutions for real time rich media
communications. Headquartered in Redwood City, California, the
Company also has operations in Europe and Asia. More information
about First Virtual Communications can be found at
http://www.fvc.com/or by calling 1-800-728-6337 or +1-650-801-
6500 outside North America.


FLEMING COMPANIES: Benenson Presses for Rent & Tax Payments
-----------------------------------------------------------
The Benenson Capital Company leases the property located at
Admiral and Lewis Streets in Tulsa, Oklahoma, to the Fleming
Companies, Inc. Debtors pursuant to a Retail Building Lease, dated
June 9, 1986.  The Debtors assumed the lease from Scrivner, Inc.

Under the Lease, the Debtors are obligated to pay $272,846 in
minimum annual rent in 12 equal monthly installments of $22,737.  
Each installment of the Minimum Rent is due and owing under the
Lease on the first day of each month.  Benenson is obligated to
pay the real estate taxes on the Premises, and the Debtors are
obligated to reimburse Benenson for these amounts.

Before the Petition Date, the Debtors sublet their interest in
the Premises to a third party, which operated the Premises under
the name Marvin's Food Saver, formerly known as Admiral & Lewis
St Mkt.  In August 2003, the Debtors decided to reject the Lease
and the Sublease.  Benenson objected on the basis that the
Debtors had not vacated the Premises.  By agreement of the
parties, the Court approved the Debtors' rejection of the Lease
and the Sublease.

                       Rent and Taxes Owed

Thomas G. Macauley, Esq., at Zuckerman Spaeder, LLP, in
Wilmington, Delaware, reports that the Debtors have not paid any
Minimum Rent for any period after August 2003 and before the
February 17, 2004 Rejection Date.  As a result, six months of
Minimum Rent -- September 2003 through February 2004 -- are
presently due.  

On December 24, 2003, Benenson sent an invoice to the Debtors for
$22,328 representing real estate taxes on the Premises for the
full year 2003.  Benenson paid the 2003 taxes as set forth in the
Lease, but the Debtors have not reimbursed it for the taxes.

Benenson asks the Court to direct the Debtors to pay:

       (a) the $136,422 unpaid Minimum Rent; and

       (b) the $22,328 unpaid reimbursement of the 2003 real
           estate taxes.

Mr. Macauley asserts that the real estate taxes incurred during
the postpetition, pre-rejection period are actual, necessary
costs and expenses of preserving the estates.  There is no reason
why these administrative expenses should not be paid promptly
since the Lease has been rejected.

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)


FLEMING: Texas-Based Exec. Group Offers $315MM Cash for Core-Mark
-----------------------------------------------------------------
A group of Dallas and Austin-based executives (CVCMA, LLC) have
offered to purchase the assets of Core-Mark International and all
related entities, for an unsolicited all cash bid of $315 Million,
subject to due diligence, in a letter to Fleming, Inc. and their
key financial and legal advisors. Core-Mark International is the
last remaining key asset of Fleming Companies Inc. (OTC Pink
Sheets: FLMIQ) -- Lewisville, TX, in connection with the company's
voluntary petitions for reorganization under Chapter 11 of Title
11 of the United States Code.

The CVCMA, LLC executive group is led by well known experts in the
wholesale and retail industries including Mr. Bill Fields, former
President and CEO of Wal-Mart Stores Division, acknowledged as one
of the key leaders in building the Wal-Mart, Inc. business,
Charles "Chuck" Jarvie, former Senior Executive of Procter &
Gamble in charge of the global consumer and industrial food
groups, and a current partner at Beta Capital Group in Dallas,
David W. Hill, an experienced Austin-based investment
banker/financial consultant serving the restaurant and convenience
store sectors, and Dr. Tony Copp of Dallas-based Copp Ventures,
LLC, a former executive at Hunt Oil Company and Salomon Brothers
in New York.

Core-Mark International currently is the nation's second largest
wholesale distribution company. CVCMA, LLC's funding source,
subject to due diligence, is Bank of America, and the company is
in continued discussions with GMAC Commercial Finance as part of
completing an overall capital structure.

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.


FLINTKOTE COMPANY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: The Flintkote Company
        Three Embarcadero Center, Suite 1190
        San Francisco, California 94111-4047

Bankruptcy Case No.: 04-11300

Type of Business: The Debtor is engaged in the business of
                  manufacturing, processing and distributing
                  building materials.

Chapter 11 Petition Date: April 30, 2004

Court: District of Delaware

Debtor's Counsels: James E. O'Neill, Esq.
                   Laura Davis Jones, Esq.
                   Sandra G. McLamb, Esq.
                   Pachulski, Stang, Ziehl, Young & Jones
                   919 North Market Street, 16th Floor
                   P.O. Box 8705
                   Wilmington, DE 19899-8705
                   Tel: 302-652-4100
                   Fax: 302-652-4400

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Randy Bono, Esq.              Asbestos Personal      $26,270,650
The Simmons Firm, LLC         Injury
707 Berkshire Blvd.
P.O. Box 521
East Alton, IL 62024

Charles A. Waters, Esq.       Asbestos Personal      $13,771,500
Waters & Kraus                Injury
3219 McKinney Avenue
Suite 3000
Dallas, TX 75204

Pam Wise, Esq.                Asbestos Personal       $7,977,500
Wise & Julian                 Injury
3555 College Avenue
P.O. Box 1108
Alton, IL 62002

David M. McClain, Esq.        Asbestos Personal       $4,500,000
Kazan & McClain               Injury
171 Twelfth Street 3rd Fl.
Oakland, CA 94607

Mike Kaeske, Esq.             Asbestos Personal       $3,668,500
Kaeske Reeves LLP             Injury
6301 Gaston Ave, Ste 735
Dallas, TX 75214

R. Dean Hartley, Esq.         Asbestos Personal       $3,514,500
Hartley & O'Brien             Injury
827 Main Street
Wheeling, WV 26003

Russell W. Budd, Esq.         Asbestos Personal       $2,930,400
Baron & Budd                  Injury
3102 Oak Lawn Ave, Ste 1100
Dallas, TX 75219-4281

Glen W. Morgan, Esq.          Asbestos Personal       $2,880,000
Reaud, Morgan & Quinn
801 Laurel
Beaumont, TX 77701

Scott M. Hendler, Esq.        Asbestos Personal       $2,735,800
Hendler Law Firm              Injury
816 Congress Ave, Ste 1230
Austin, TX 78701

James J. Bedortha, Esq.       Asbestos Personal       $2,490,650
Goldberg, Persky, Jennings    Injury
& White, PC
1030 Fifth Avenue, 3rd Fl.
Pittsburgh, PA 15219-6295

John I. Kittel, Esq.          Asbestos Personal       $1,750,000
Mazor & Kittel                Injury
30665 Northwestern Highway
Farmington Hills, MI 48334

Denman H. Heard, Esq.         Asbestos Personal       $1,750,000
Watts & Heard LLP             Injury
Meilie Esperson Building
815 Walker Street, 16th Fl.
Houston, TX 77002

John M. Deakle, Esq.          Asbestos Personal       $1,744,175
The Deakle Law Firm           Injury
802 Main Street
P.O. Box 2072
Hattlesburg, MS 39403

Alan R. Brayton, Esq.         Asbestos Personal       $1,719,748
Brayton Parcell               Injury
222 Rush Landing
P.O. Box 6169
Novato, CA 94948-6169

Joseph F. Rice, Esq.          Asbestos Personal       $1,632,900
Motley Rice LLC
28 Bridgeside Blvd.
Mount Pleasant, SC 29464

Mark H. Iola, Esq.            Asbestos Personal       $1,525,000
Stanley Mandel & Iola LLP     Injury
3000 Town Center, Ste 2130
Southfield, MI 48075

Tom B. Scott, Esq.            Asbestos Personal       $1,445,000
Scott & Scott                 Injury
P.O. Box 2009
Jackson, MS 39215-2009

Doug McManany, Esq.           Asbestos Personal       $1,400,000
Mathis & Adams, PC            Injury
622 Drayton Street
P.O. Box 9790
Savannah, GA 31401

T. Roe Frazer II, Esq.        Asbestos Personal       $1,096,875
Frazer & Davidson, PA         Injury
500 East Capitol Street
Jackson, MS 39201

Brent Coon, Esq.              Asbestos Personal         $856,850
Brent Coon & Associates       Injury
917 Franklin Ste 210
Houston, TX 77002


GENTEK: Amends Shelf Registration Statement Filed with SEC
----------------------------------------------------------
GenTek Inc. (OTC Bulletin Board: GETI) announced that it has filed
a pre-effective amendment to its shelf registration statement with
the Securities and Exchange Commission. A registration statement
was required to be filed pursuant to the registration rights
agreement entered into by GenTek and certain former creditors who
received common stock in connection with the company's
reorganization under Chapter 11. The amended shelf registration
statement includes approximately 3.7 million shares of GenTek's
issued and outstanding common stock held by former creditors. In
order to provide future financing flexibility, the amended shelf
registration statement also includes 2.5 million shares of common
stock that GenTek may issue from time to time. Any company
decision to issue primary shares will be based upon market
conditions and the company's financing needs at the time of the
proposed issuance.

The shelf registration statement has not yet become effective.
These securities may not be sold nor may offers to buy be accepted
before the time the registration statement becomes effective
absent an applicable exemption from the registration requirements
of the Securities Act of 1933, as amended.

                        About GenTek Inc.

GenTek Inc. is a manufacturer of industrial components,
performance chemicals and telecommunications products. Additional
information about the company is available on GenTek's Web site at
http://www.gentek-global.com/


GLOBAL CROSSING: Ernst & Young Replaces Grant Thornton as Auditor
-----------------------------------------------------------------
On the Effective Date of the GX Debtors' Plan, a new Board of
Directors was established for Global Crossing, Ltd., a Bermuda
company.  On April 1, 2004, the Board of Directors' newly
established audit committee decided to engage Ernst & Young, LLP,
and to dismiss Grant Thornton, LLP, as the Company's independent
auditor for the year ending December 31, 2004, subject to the
requirements of Bermuda corporate law.

"Under Bermuda corporate law, the independent auditor may not be
removed other than by the shareholders acting at a general
meeting," Daniel O'Brien, Global Crossing Limited Executive Vice-
President and Chief Financial Officer, disclosed to the
Securities and Exchange Commission.  Bermuda corporate law also
provides that a new independent auditor may be appointed only by
the shareholders acting at a general meeting, except in the event
of a resignation of an existing auditor.  Accordingly, to
effectuate an orderly and expeditious transition pending the
annual general meeting of shareholders in June 2004, the audit
committee, acting with the support of Singapore Technologies
Telemedia Pte, Ltd. -- the Company's controlling shareholder --
requested Grant Thornton to tender its resignation.  Grant
Thornton accommodated the request and tendered its resignation on
April 2, 2004.

According to Mr. O'Brien, Grant Thornton's reports on the
consolidated balance sheet of the Company and its subsidiaries as
of December 31, 2003 and of the Company's predecessor and its
subsidiaries as of December 31, 2002, and the related
consolidated statements of operations and comprehensive income
(loss), stockholders' equity (deficit) and cash flows for the
period from December 10, 2003 to December 31, 2003 (in the case
of the Company) and for the period from January 1, 2003 to
December 9, 2003 and the years ended December 31, 2002 and 2001
(in the case of the predecessor) did not contain any adverse
opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope, or accounting
principles.

"During the fiscal years ended December 31, 2002 and 2003 and
through April 1, 2004, there were no disagreements between the
Company or its predecessor and Grant Thornton on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which, if not
resolved to the satisfaction of Grant Thornton, would have caused
Grant Thornton to make reference to the matter in connection with
its reports," Mr. O'Brien says.

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)


IMMUNE RESPONSE: Obtains $12 Mil. in Private Placement Financing
----------------------------------------------------------------
The Immune Response Corporation (Nasdaq: IMNR), a
biopharmaceutical company developing immune-based therapies for
HIV and select other diseases, announced that it has entered into
agreements to sell through a private placement approximately
6,857,000 shares of common stock at $1.75 per share to
unaffiliated institutional investors, for approximately $12
million in gross proceeds. Investors will also receive five-year
warrants to purchase an aggregate of approximately 2,057,000
shares of common stock at $2.75 per share. Proceeds from the
financing will be used to fund the Company's ongoing clinical
activities and for general corporate purposes. Rodman & Renshaw,
Inc. served as the exclusive placement agent for the transaction.

"The Immune Response team has worked very hard this year to make
major strides towards commercialization, and this new capital will
allow us to continue clinical work on our pipeline products," said
John N. Bonfiglio Ph.D., Chief Executive Officer of The Immune
Response Corporation. "With this new investment capital, we will
continue to conduct clinical trials on our lead product,
REMUNE(R), while continuing our exciting work on IR103 and
NeuroVax(TM)."

                     Company Highlights

The Company is developing two immune-based therapies for the
treatment of HIV, REMUNE(R) and IR103, and one for multiple
sclerosis, NeuroVax(TM). The Company's lead product candidate,
REMUNE(R), in Phase II clinical trials in Spain and Italy, is a
gp120-depleted HIV-1 immunogen. A new study in Canada
investigating REMUNE(R) to potentially delay rebound of plasma
viremia during antiretroviral treatment interruption was announced
early this year.

Preclinical data on IR103, an immune-based therapy comprised of a
gp120- depleted HIV-1 immunogen and a second-generation
immunostimulatory oligonucleotide adjuvant (Amplivax(TM),
developed by Hybridon, Inc. (Amex: HBY)), was presented earlier
this month at the Keystone Symposium on HIV Vaccine Development.
The data showed that IR103 demonstrated potent HIV-1 specific
immunogenicity and warrants continued development as a potential
therapy for individuals living with HIV. Both REMUNE(R) and IR103
continue to show promise as HIV therapies, and the new financing
with provide ongoing support for clinical development.

IR103 is the subject of three abstracts that have been accepted at
two prestigious scientific conferences this summer. Two of the
abstracts have been accepted to the XV International AIDS
Conference to be held in Bangkok, Thailand from July 11-16. Both
abstracts, accepted as posters, address new preclinical data on
IR103. Additionally, preclinical data on IR103 will be presented
as a poster at the 12th International Congress of Immunology to be
held July 18-23 in Montreal, Canada.

The Company recently announced that its investigational T-cell
receptor (TCR) peptide vaccine, NeuroVax(TM), produced a peptide-
specific immune response in 94 percent of the patients treated in
a Phase I/II clinical trial in multiple sclerosis. Results of the
three-armed, randomized trial, which was discontinued early when
an interim analysis revealed the high rate of response, were
presented this week at the 54th annual meeting of the American
Academy of Neurology (AAN). A new study investigating the
mechanisms of action of NeuroVax(TM) and seeking to establish
additional endpoints for therapeutic efficacy has recently been
initiated and is funded, in part, by the Immune Tolerance Network
(ITN), an international research consortium.

The securities have not been registered under the Securities Act
of 1933 or any state securities laws and unless so registered may
not be offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933 and
applicable state securities laws. In connection with the offering,
the Company agreed, subject to certain terms and conditions, to
file a registration statement under the Securities Act covering
the resale of the shares issuable upon exercise of the warrants.

            About The Immune Response Corporation

The Immune Response Corporation (Nasdaq: IMNR) is developing
immune-based therapies (IBT) for HIV and select other diseases.
The Company's HIV products are based on its patented whole-killed
virus technology, co-invented by Company founder, Dr. Jonas Salk,
to stimulate HIV immune responses. REMUNE(R), currently in Phase
II, is being developed as a treatment for people with HIV. The
Company has initiated development of a new IBT, IR103, which
incorporates a second-generation immunostimulatory oligonucleotide
adjuvant.

The Immune Response Corporation is also developing an IBT for
multiple sclerosis (MS), NeuroVax(TM), which is currently in Phase
II and has shown potential therapeutic value for this difficult-
to-treat disease.

                          *   *   *

As reported in the Troubled Company reporter's April 7, 2004
edition, Immune Response Corporation (Nasdaq: IMNR) announced that
in its 2003 financial statements included in the Company's Form
10-K filed with the Securities and Exchange Commission, the audit
opinion of BDO Seidman, LLP contained a going-concern
qualification.


KAISER ALUMINUM: Discusses Sale Proceeds Allocation With Committee
----------------------------------------------------------------
Kaiser Aluminum & Chemical Corporation is currently negotiating
an intercompany settlement agreement with the Official Committee
of Unsecured Creditors regarding the allocation of consideration
from any sale or other disposition of Alpart Jamaica, Inc.,
Kaiser Jamaica Corporation, and Kaiser Alumina Australia
Corporation, or their assets, to:

   -- KACC, on account of its intercompany claims against these
      subsidiaries; and

   -- these subsidiaries' claimholders.

The Intercompany Agreement would release substantially all other
intercompany claims between the Debtors.  Alpart Jamaica, Kaiser
Jamaica, and Kaiser Australia would pay $85 million to KACC with
respect to its intercompany claims, plus any amounts up to $14.3
million, plus accrued and unpaid interest and fees paid by KACC
to retire Alpart-related debt.  This amount would be increased or
decreased for:

   (a) any net cash flows collected by or funded by the Debtors
       between April 1, 2004 and the earlier of:

          (i) Alpart Jamaica's, Kaiser Jamaica's and Kaiser
              Australia's emergence from Chapter 11; or

         (ii) the sale of Alpart Jamaica's, Kaiser Jamaica's and
              Kaiser Australia's interests in and related to
              Alpart and Queensland Alumina Limited; and

   (b) any purchase price adjustments -- other than incremental
       amounts related to what, if any, alumina sales contracts
       are transferred -- pursuant to the Debtors' January 2004
       agreement to sell its interests in Alpart, if consummated.

The payments will be made at the earlier of the sale of their
interests in Alpart and QAL, or the emergence of Alpart Jamaica,
Kaiser Jamaica and Kaiser Australia from Chapter 11.

All payments, other than the $28 million to be paid to KACC on
the sale of Alpart and any amounts paid by KACC in respect of
retiring the Alpart-related debt, are likely to be held in escrow
for KACC's benefit until its emerges from the Chapter 11.  In the
interim, KACC's claims against these entities will be secured by
liens.

In a recent filing with the Securities and Exchange Commission,
Jack A. Hockema, KACC President and CEO, notes that a number of
issues with respect to the Intercompany Agreement must be
satisfactorily resolved before the Intercompany Settlement is
submitted for Bankruptcy Court approval.  The Official Committee
of Asbestos Claimants and Martin J. Murphy, the legal
representative for future asbestos claimants, have not yet
reviewed, commented on, or agreed to the proposed Intercompany
Agreement terms.  The Debtors expects the Court to consider the
Intercompany Agreement at the regularly scheduled April or 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)  


KMART HOLDING: Responds to PepsiCo Regarding Notice by SEC Staff
----------------------------------------------------------------
Kmart Holding Corporation (Nasdaq: KMRT) stated, in response to a
press release issued on April 30, 2004 by PepsiCo, that the
improperly recorded vendor allowance transactions at Kmart which
relate to the SEC's notification to PepsiCo were previously
identified as part of the investigation and stewardship review
that Kmart completed in early 2003 prior to emergence from
bankruptcy. As part of that investigation, Kmart cooperated
actively with the SEC and the U.S. Department of Justice,
including the disclosure to these agencies of information
regarding the improperly recorded vendor allowances.

In response to the findings of the investigation, prior to
emergence from bankruptcy, Kmart terminated all employees it
determined were responsible for the improper recording of vendor
allowances. Furthermore, financial statements for fiscal 2001 and
prior years were restated to correct these improperly recorded
allowances.

The detailed discussion and results of the investigation and
stewardship review are contained in the Disclosure Statement that
Kmart filed as Exhibit 2.2 to its Current Report on Form 8-K dated
March 7, 2003.

Kmart Holding Corporation (Nasdaq: KMRT) and its subsidiaries is a
mass merchandising company that offers customers quality products
through a portfolio of exclusive brands that include Thalia Sodi,
Jaclyn Smith, Joe Boxer, Kathy Ireland, Martha Stewart Everyday,
Route 66 and Sesame Street. Kmart operates more than 1,500 stores
in 49 states and is one of the largest employers in the country
with approximately 158,000 associates. For more information visit
the Company's website at http://www.kmart.com/


LIBERATE TECHNOLOGIES: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Liberate Technologies
        2655 Campus Drive, Suite 250
        San Mateo, California 94403

Bankruptcy Case No.: 04-11299

Type of Business: The Debtor is a provider of software and
                  services for digital cable systems. The
                  Debtor's software enables cable operators to
                  run multiple digital applications and services
                  including interactive programming, high
                  definition television, video on demand,
                  personal video recorders and games, on
                  multiple platforms.
                  See http://www.liberate.com/

Chapter 11 Petition Date: April 30, 2004

Court: District of Delaware (Delaware)

Debtor's Counsel: Daniel J. DeFranceschi, Esq.
                  Richards, Layton & Finger
                  One Rodney Square, P.O. Box 551
                  Wilmington, DE 19899
                  Tel: 302 651-7700
                  Fax: 302-651-7701

Total Assets: $257,000,000

Total Debts:  More than $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Circle Star Center            Circle Star lease      $44,316,177
Associates, L.P.              (secured by a
c/o John Mozart               $8,076,433 Letter
The Mozart Development Co.    of Credit)
Attn: James Freitas
1068 East Meadow Circle
Palo Alto, CA 94303

Lloyds TSB                    Guaranty of UK lease    $1,283,402
Attn: David Morris            (secured by a
19 Milk Street                $523,743 Letter of
London EC2V 8AN UK            Credit)

O'Melveny & Myers LLP         Professional services     $640,796
Attn: Mark Miller
Embaraeadero Center West
275 Battery St.
San Francisco, CA 94111

IRT (Institut fur             Trade debt - license      $177,630
Rundfunktechnik GmbH)         fees for IRT
                              technology

Motorola Broadband            Trade debt - Horizon      $150,000
Communications                developer program

Irell & Manella LLP           Professional services     $103,177

Wilson Sonsini Goodrich &     Professional services      $64,181
Rosati

Harry Pan                     Labor board claim for      $60,000
                              Contractual bonus,
                              wages and
                              reimbursable expenses

Capitol, LLC                  Trade debt - Printing      $51,454
                              Services

Moser Patterson & Sheridan    Professional services      $48,355

Protiviti                     Trade debt - internal      $34,017
                              audit services

Rabbit Office Automation      Trade debt - office        $29,505
                              equipment lease/
                              maintenance

Howrey Attorneys              Professional services      $25,081

Perforce Software             Trade debt - software      $24,750
                              and license fees

Screaming Media (Pinnacor)    Trade debt -               $23,750
                              maintenance and
                              license fees

Service Performance Corp.     Trade debt -               $20,885
                              Janitorial services

N2 Broadband, Inc.            Trade debt -               $20,500
                              maintenance services

Cor O Van Moving and Storage  Trade debt -               $19,291
                              equipment rental
                              and storage

Benjamin P. Hollin            Labor board claim          $18,602
                              for reimbursement
                              of attorneys fees in
                              connection with SEC
                              investigation

Compulit                      Trade debt -               $13,238
                              bibliographic coding
                              and database updates

SBC                           Trade debt - phone         $11,883
                              service

Allan Jacobson/IP Law         Professional service       $10,246

Iron Mountain                 Trade debt - legal          $9,710
                              files storage and
                              tape back-up

Weil Gotshal & Manges         Professional services       $9,450

Citicorp Vendor Finance, Inc  Trade debt -                $9,160
                              equipment lease

Gunderson Dettmer             Professional services       $9,045

OpenTV, Inc.                  Litigation                 Unknown

Plaintiffs: In re Liberate    Litigation                 Unknown
Technologies Inc. Securities
Litigatione

Plaintiffs: In re Liberate    Litigation                 Unknown
Technologies Derivative
Litigation

Plaintiffs: In re Initial     Litigation                 Unknown
Public Offering Securities
Litigation


LOEWEN: Alderwoods to Host Q1 Conference Call Webcast Tomorrow
--------------------------------------------------------------
Alderwoods Group, Inc. (NASDAQ:AWGI) announced that it intends to
release its first quarter financial results for 2004 before market
open on Tuesday, May 4, 2004.  Following the release, Alderwoods
Group will host a conference call to be held on Wednesday, May 5,
2004 at 11:00 a.m. Eastern Time to review the first quarter
operating results.

To participate in the conference call, please dial in
approximately 5 minutes ahead of time to one of the following
numbers:

     -- Toll-free number for participants dialing from inside the
        United States or Canada is 1.800.774.7358; and

     -- The number for Toronto participants is 416.641.6662

The call will be available for replay until midnight on May 19,
2004 by calling 1.800.558.5253 and entering conference ID#
21193175.

              Annual Shareholders' Meeting Today

Alderwoods Group, Inc., also announces that it will hold its
second Annual Meeting of Shareholders today, May 4, 2004, at 10:00
a.m. at the Nasdaq MarketSite located at 4 Times Square, in New
York.  Those interested in attending should contact Ms. Tamara
Malone at 416.498.2778.

The purpose of the meeting is to:

       1. elect nine directors to the Alderwoods Board;

       2. consider and act on a proposal to ratify the
          selection of KPMG LLP as independent auditors for
          the 2004 fiscal year, which ends January 1, 2005;
          and

       3. act on other business that may properly come before the
          Annual Meeting.

Stockholders of record at the close of business on March 8, 2004
will be entitled to vote at the Annual Meeting. (Loewen Bankruptcy
News, Issue No. 84; Bankruptcy Creditors' Service, Inc., 215/945-
7000)  


MANTA HOLDING CORP: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Manta Holding Corp.
        237 Lafayette Street, Apartment 4
        New York, New York 10012

Bankruptcy Case No.: 04-12973

Type of Business: Operation of the multi-family building of 1557
                  Lexington Avenue, New York, New York, and the
                  collection of rents.

Chapter 11 Petition Date: April 30, 2004

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtor's Counsel: Lara P. Emouna, Esq.
                  Gleich, Siegel & Farkas
                  36 South Station Plaza
                  Great Neck, NY 11021
                  Tel: 516-482-4436
                  Fax: 516-482-8916

Total Assets: $1,500,000

Total Debts:  $421,253

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


MARK IV INDUSTRIES: S&P Assigns BB- Rating to $865M Sr. Bank Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' senior
secured bank loan rating to Mark IV Industries Inc.'s new $865
million senior secured bank credit facility and a recovery rating
of '4', indicating the expectation of a mediocre recovery of
principal (25%-50%) in the event of a default.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating on the Amherst, New York-based manufacturer of power
transmission and other products for automotive and transportation
markets. However the outlook was revised to negative from stable.

"The outlook revision reflects an increased debt burden and
weakened credit statistics following a recapitalization," said
Standard & Poor's credit analyst Dan DiSenso. "Pro forma for the
recapitalization, credit statistics are stretched, as a portion of
the proceeds will be used to repay a sizable amount of
shareholder-related debt, previously viewed by Standard & Poor's
as equity-like, as this loan is non-recourse to the company and is
excluded from bank covenant calculations."

The firm's $303 million equity asset sales bridge loan (ESAB) and
related guarantee fees will be repaid from a portion of the new
bank loan proceeds.

Total debt of Mark IV stood at $1.44 billion on Nov. 30, 2003,
including $690 million of shareholder-related debt.

The $865 million senior secured bank credit facility consists
of:

   (1) a six-year $100 million (Euro equivalent) term loan A to be
       lent to Mark IV's Italian subsidiaries;
   (2) seven-year $615 million term loan B; and
   (3) a six-year $150 million revolver, of which $50 million will
       be euro-denominated and made available to Mark IV's Italian
       subsidiaries.

Borrowers include Dayco Products LLC, a U.S. operating subsidiary
of Mark IV, and Dayco Europe SrL and Lombardini SrL, Italian
operating subsidiaries of Mark IV.

Mark IV and each of its direct and indirect U.S. subsidiaries and
will guarantee the bank facility by certain of Mark IV's direct
and indirect non-U.S. subsidiaries. The obligations will be
secured by a perfected first security interest in substantially
all domestic assets, plus a pledge of the stock of Mark IV and its
U.S. direct and indirect subsidiaries, and 66% of the stock of
foreign subsidiaries.


MATRIA HEALTHCARE: S&P Rates Convertible Subordinated Notes at B-  
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on disease-state management and fulfillment services
provider Matria Healthcare Inc. Standard & Poor's also assigned
its 'B-'subordinated debt rating to the company's proposed $75
million of 4.875% convertible senior subordinated notes due in
2024.

At the same time, Standard & Poor's withdrew its 'BB-' senior
secured bank loan rating on Matria's $35 million revolving credit
facility and withdrew its 'B+' senior unsecured rating on the
company's $122 million of senior notes. The outlook is stable.

Standard & Poor's anticipates that the proceeds from the
convertible notes, along with a new as-yet-unrated bank facility,
will be used to repurchase all of the company's $122 million
outstanding 11% senior notes due in 2008.

"While Standard & Poor's believes that the total transaction will
slightly increase the company's total debt, it should lower
Matria's overall cost of capital and improve its cash flow.
Therefore, we view this transaction as neutral for the company's
credit quality," said Standard & Poor's credit analyst Jesse
Juliano.

The low-speculative-grade ratings on Matria Healthcare, a disease-
state management and fulfillment services provider to patients,
physicians, and health plans, reflect the company's limited scale
of operations, its position as a small vendor supplying products
for larger medical products manufacturers, and its aggressive
capital structure. Partly offsetting these limitations, Matria has
acquired businesses during the past few years that have broadened
its clinical infrastructure and disease-state management
platforms.

Through more than 40 offices in the U.S. and around the world,
Marietta, Georgia-based Matria manages chronic diseases and
episodic conditions including: diabetes, cardiovascular diseases,
respiratory disorders, high-risk obstetrics, cancer, chronic pain,
and depression. The company also designs and develops medical
products through its Facet Technologies business, and plans to
expand into neonatal intensive-care case management in the near
term.


MEADOWS OPERATIONS: Section 341(a) Meeting Slated for May 6
-----------------------------------------------------------
The United States Trustee will convene a meeting of Meadows
Operations, Inc.'s creditors at 10:00 a.m., on May 6, 2004 at
#9 Exchange Place, Boston Building, Suite 101 (a or b), Salt Lake
City, Utah 84111. This is the first meeting of creditors required
under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Beaver, Utah, Meadows Operations, Inc.
-- http://www.elkmeadows.com/-- operates a ski resort in Utah  
with an expanded snowboard park and half pipe and offers uncrowded
slopes and a variety of winter and summer activities. The Company
filed for chapter 11 protection on March 29, 2004 (Bankr. D. Ut.
Case No. 04-24934).  Jeffrey N. Walker, Esq., at Holman & Walker
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed more
than $10 million both in its estimated debts and assets.


MID OCEAN: Fitch Downgrades 4 Classes of Series 2000-1 Notes
------------------------------------------------------------
Fitch Ratings downgrades four classes of notes issued by Mid Ocean
CBO 2000-1 Ltd. The following rating actions are effective
immediately:

   --$240,000,000 Class A-1L Notes downgraded to 'BBB' from 'AAA';
   --$16,500,000 Class A-2 Notes downgraded to 'BB' from 'A-';
   --$15,000,000 Class A-2L Notes downgraded to 'BB' from 'A-';
   --$12,500,000 Class B-1 Notes downgraded to 'CCC' from 'B'.

Furthermore, the ratings have been removed from Rating Watch
Negative.

The ratings of the class A-1L, class A-2, and class A-2L notes
address the likelihood that investors will receive full and timely
payments of interest, as per the governing documents, as well as
the stated balance of principal by the legal final maturity date.
The rating of the class B-1 notes addresses the likelihood that
investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.

Mid Ocean is a collateralized debt obligation (CDO) managed by
Deerfield Capital Management LLC, which closed January 8, 2001.
Mid Ocean is composed of roughly 50% RMBS, 18% CMBS, 20% ABS and
12% CDOs. Included in this review, Fitch Ratings discussed the
current state of the portfolio with the asset manager and their
portfolio management strategy going forward. In addition, Fitch
Ratings conducted cash flow modeling utilizing various default
timing and interest rate scenarios.

Since the Fitch's rating action in December 2002, the collateral
has continued to deteriorate. The weighted average rating factor
has increased from 13 (BBB+/BBB) to 23 (BBB-/BB+). The class A
overcollateralization ratio and class B overcollateralization
ratio have increased from 106.3% and 101.6%, respectively as of
December 2, 2002 to 106.6% and 101.8% as of the most recent
trustee report dated April 2, 2004. As of the most recent trustee
report available, defaulted assets represented 0.06% of the $290
million of total collateral. Assets rated 'BB+' or lower
represented approximately 6.7% as of December 2, 2002, and
increased to 20.8% as of the most recent trustee report. The
weighted average coupon has decreased from 7.39% on December 2,
2002 to 6.95% as of the most recent trustee report.

Mid Ocean continues to fail its Additional Coverage test as
measured by the monthly trustee report. Failure of this test
diverts excess spread from paying the subordinate manager fee and
equity holders to reinvestment in additional collateral.

The transaction's floating rate assets and interest rate swap,
which pays a floating interest rate, total approximately $220
million while Mid Ocean's liabilities that pay a floating interest
rate equal $255 million. Additionally, Mid Ocean's floating rate
assets include $14.5 million (5% of portfolio) invested in inverse
floaters.

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates going forward relative to the minimum cumulative
default rates required for the rated liabilities.

As a result of this analysis, Fitch has determined that the
current ratings assigned to the class A-1L, A-2, A-2L and B-1
notes no longer reflect the current risk to noteholders.


MIRANT CORP: Wants Approval of Econnergy Settlement Agreement
-------------------------------------------------------------
The Mirant Corp. Debtors ask the Court to authorize Mirant
Americas Energy Marketing, LP, and Mirant Americas, Inc., to
enter into a Settlement Agreement with Econnergy Energy Company,
Inc.

MAEM and Econnergy were parties to a Master Aggregator Agreement,
dated November 2, 2001, as modified on December 10, 2002.  
Pursuant to the Master Agreement, MAEM was the preferred supplier
of natural gas and power to Econnergy.

As additional consideration for entry into the Master Agreement,
Ian T. Peck, Esq., at Haynes and Boone, LLP, in Dallas, Texas,
informs the Court that Econnergy delivered to Mirant Americas a
Warrant, dated February 1, 2002, entitling Mirant Americas and
its assigns to purchase, under certain circumstances, up to
300,095 shares of Econnergy's common stock for $3.79 per share.  
The Warrant expires on the earlier of:

   (a) April 18, 2010; or

   (b) the date Econnergy either dissolves or distributes all of
       its assets to its stockholders.

In late 2002, MAEM and Econnergy entered into negotiations
regarding the termination of their commercial relationship under
the Master Agreement.  Thus, on January 10, 2003, MAEM sold all
of its Econnergy receivables to an outside party.  As
consideration for amounts owing under the Master Agreement,
Econnergy issued a Promissory Note, dated January 10, 2003, to
MAEM in the principal amount of $2,218,676.  Pursuant to the
terms of the Note, Econnergy promised to repay the principal
amount and accrued interest of the Note in 18 equal monthly
installments of $132,292 beginning on April 20, 2003 and ending
on September 20, 2004.  To date, the outstanding balance due and
owing on the Note is $788,669.

The Debtors are concerned with Econnergy's ability to fully repay
the Note.  According to Mr. Peck, on numerous occasions,
Econnergy has failed to timely submit its monthly installment
payment.  Hence, the Debtors view Econnergy as a potential credit
risk and have established a reserve on its books to cover
potential exposure to losses under the Note.

In November 2003, Econnergy approached the Debtors to discuss the
possible surrender of the Warrant, which would facilitate
Econnergy's pursuit of other transactions.  To avoid further
risks and uncertainties related to the repayment of the Note, the
Debtors took advantage of this opportunity to negotiate the
immediate monetization of the Note.

After extensive negotiations, the parties reached a compromise
memorialized by a settlement agreement.  The salient terms of the
Settlement Agreement are:

   * In full and final satisfaction of the Note, Econnergy will
     pay to MAEM all unpaid principal and accrued interest owing
     under the Note as of the date of that payment less $50,000;

   * Upon receipt in full of the Final Settlement Amount, Mirant
     Americas will automatically, and without further action by
     either party, completely, irrevocably and unequivocally
     surrender the Warrant to Econnergy;

   * The parties will mutually release each other from all
     claims and potential claims of any nature whatsoever in
     anyway related to or arising out of the Master Agreement,
     the Warrant or the Note; and

   * The Effectiveness of the Settlement Agreement is
     conditioned on the Debtors obtaining the Court's approval
     by May 15, 2004.

The Debtors believe that the Warrant is of little or no value to
their estates and creditors.  Mr. Peck explains that neither the
Warrant nor the common stock of Econnergy is registered pursuant
to the Securities Act of 1933.  The Debtors explored the
possibility of selling the Warrant, but were unable to locate a
viable purchaser.  Thus, the Debtors believe that there is
neither a readily available market nor any discernable market
value for the Warrant.  

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)


MORTGAGE ASSET: Fitch Rates Ser. 2004-5 Classes B-4 & B-5 at BB/B
-----------------------------------------------------------------
Mortgage Asset Securitization Transactions, Inc. (MASTR) Asset
Securitization Trust 2004-5 $328.4 million mortgage pass-through
certificates, series 2004-5, are rated by Fitch Ratings as
follows:

--$320.1 million class 1-A-1 - 1-A-6, 2-A-1, 15-PO,
              30-PO, 15-A-X, 30-A-X, A-LR, and A-UR senior
              certificates 'AAA';

            --$4,605,000 class B-1 'AA';

            --$1,645,000 class B-2 'A';

            --$987,000 class B-3 'BBB';

            --$658,000 privately offered class B-4 'BB';

            --$493,000 privately offered class B-5 'B'.

The 'AAA' rating on the Group 1 and Group 2 senior certificates
reflects the 2.70% subordination provided by the 1.40% class B-1,
the 0.50% class B-2, the 0.30% class B-3, the 0.20% privately
offered class B-4, the 0.15% privately offered class B-5, and the
0.15% privately offered class B-6 (not rated by Fitch). Classes B-
1, B-2, B-3, B-4 and B-5 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 Wells Fargo Bank, N.A., which is rated
'RMS1' by Fitch.

The trust will consist of two asset groups. The certificates whose
class designations begin with 1 and 2 correspond to Groups 1 and
2, respectively. Additionally, the class 30-AX certificates
represent interests in Group 1, and the class 15-AX, A-LR, and A-
UR represent interests in Group 2. The class PO has components in
Group 1 and Group 2. The subordinate certificates will be cross-
collateralized and will receive interest and/or principal from
available funds collected in the aggregate from the Group 1 and
Group 2 mortgage pools.

As of the cut-off date (April 1, 2004), the mortgage pool in
aggregate for Group 1 and Group 2 consists of conventional, fully
amortizing, fifteen-year and 30-year fixed-rate mortgage loans
secured by first liens on one- to four-family residential
properties with a principal balance of $328,956,537. The average
principal balance is $502,224. The weighted-average FICO score is
734. The pool has a weighted-average original loan-to-value ratio
(OLTV) of 66.22%. Approximately 17.23% of the loans were
originated under a reduced (non-full/alternative) documentation
program. The weighted-average remaining term to maturity is
approximately 314 months. Cash-out and rate/term refinance loans
represent 21.31% and 39.81% of the mortgage pool, respectively.
Second homes account for 3.42% of the pool. The states that
represent the largest portion of the mortgage loans are California
(40.57%), New York (12.84%), and Virginia (5.24%).

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

MASTR, a special purpose corporation, deposited the loans into the
trust, which issued the certificates. Wachovia Bank, National
Association will act as trustee. For federal income tax purposes,
elections will be made to treat the trust fund as multiple real
estate mortgage investment conduits (REMICs).


MEDIAWORX INC: Gary L. Cain Discloses 89% Equity Stake
------------------------------------------------------
For the purposes of voting power Gary L. Cain beneficially owns
21,869,098 shares of the common stock of MediaWorx, Inc. (formerly
Advanced Gaming Technology, Inc.)  The amount represents 89.0% of
the outstanding common stock of the Company.

Following a June 23, 2003, 100 to 1 reverse split and a merger
between Media Worx Acquisition Company, LLC, a wholly owned
subsidiary of MediaWorx, and Advanced Capital Services, L.L.C.,
pursuant to which MWAC was the surviving entity, control has been
vested (whether through legal, beneficial and/or voting authority)
in PowerHouse Investment Managment Group,  Inc., Diamond Capital,
L.L.C. and Quest Capital Resources, L.L.C.   While each of PHIMG,
Diamond, Quest each filed its respective Schedule 13D on or about
July 1, since a control group might be deemed to exist, as
permitted under Rule 13d-4 of the Securities Exchange Act of l934,
all such Reporting Entities expressly declared that any such
filings should not be construed as an admission that such person
is or was, for purposes of Sections 13(d) or 13(g), the beneficial
owner of any securities covered by the Schedule or a member of a
group as defined for these purposes.  Moreover, such Reporting
Entities filed such Schedule only  because it and/or its
principals may be deemed to be part of a "group," the existence of
which was disclaimed as outlined above.  The report above
(paragraph 1) was filed on behalf of Mr. Cain since he has sole
authority to vote certain shares of the Company. Since "beneficial  
ownership" is defined for these purposes to include the power to
vote or direct the voting of such security, the Schedule was filed
by Mr. Cain. The reported Schedule relates to the 21,869,098   
common shares of the Company over which Mr. Cain has voting
control (namely, the 21,6119,097 shares held by the above named
Reporting Entities and 250,000 held by Solar  Satellite
Communication, Inc.).

Mediaworx is a media production and management business.  It
provides print, packaging, signage, audio/video, digital  asset  
management, graphic  design, production and fulfillment  for  
traditional and web-based marketing and communications products  
and services.  

On December 31, 2003,  the company had a cash balance of $101,807.  
The Company  requires additional  capital to continue  operations.  
There is no assurance that capital will be available or will be
available on terms that the company can afford.


NEW HEIGHTS RECOVERY: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: New Heights Recovery & Power, LLC
        1705 Cottage Grove Avenue
        Ford Heights, Illinois 60411

Bankruptcy Case No.: 04-11277

Type of Business: The Debtor is the owner and operator of the
                  Tire Combustion Facility and other tire rubber
                  processing facilities in Ford Heights,
                  Illinois. The Debtor also operates other
                  facilities including tire collection and
                  recycling facilities in Dupo, Illinois and
                  Elkhart, Indiana.
                  See http://www.tires2power.com/

Chapter 11 Petition Date: April 29, 2004

Court: District of Delaware

Judge: Mary F. Walrath

Debtor's Counsel: Eric Lopez Schnabel, Esq.
                  Klett Rooney Lieber & Schorling
                  1000 West Street, Suite 1410
                  Wilmington, DE 19801
                  Tel: 302-552-4200
                  Fax: 302-552-4295

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Commonwealth Edison           Over-payment              $368,701
P.O. Box 805376
Chicago, IL 60680-5376

Nicor Energy, LLC             Trade Credit              $264,406
1001 Warrenville Road
Suite 550
Lisle, IL 60532-4306

Zurich American Insurance Co  Insurance                 $186,260

Village of Ford Heights       Water                      $74,843

Alstom Power Inc.             Trade Credit               $32,437

Milan's Machining & Mfg Co    Trade Credit               $30,642

Q1 Exchange, LLC              Trade Credit               $27,211

Great West Life & Annuity     Insurance Policy           $21,701
Ins

Thoesen Tractor & Equipment   Trade Credit               $17,542
Co.

Groen Waste Services-         Trade Credit               $11,892
Crestwood

Weldstar Company              Trade Credit               $10,358

T.J. Adams Group, LLC         Insurance Broker           $10,062
Inc.

Crowe Chizek and Company LLP  Tax Preparation             $9,425

SBC Global Services, Inc.     Telephone maintenance       $8,749

Illinois Environ. Protection  Permit                      $7,581

Texas Encore Materials, Inc.  Trade Credit                $6,739

Fluid Power Services, Inc.    Trade Credit                $5,153

Advanced Recovery System,     Trade Credit                $4,768
Inc.

Aim National Lease            Trade Credit                $4,485

Lasernet                      Trade Credit                $4,462


NEWTECH BRAKE: Ex-Auditor Mark Cohen Expresses Going Concern Doubt
------------------------------------------------------------------
Effective March 22, 2004, NewTech Brake Corp., in order to meet
the American Stock   Exchange listing requirements, dismissed Mark
Cohen, C.P.A. as its independent certified public accountants.

Mark Cohen, C.P.A.'s report on the Company's financial statements
for the past two fiscal  years ended February 28, 2002 and 2003
was modified to include an explanatory paragraph  wherein Mark
Cohen, C.P.A. expressed substantial doubt about the Company's
ability to continue as a going concern.

The change of independent accountants was approved by the
Company's Board of Directors on March 22, 2004.

On March 22, 2004, NewTech Brake engaged Daszkal Bolton LLP as its
principal accountant to  audit its financial statements.  


NOVA CDO: S&P Places Class C & D Notes on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
C-1, C-2, D-1, and D-2 notes issued by NOVA CDO 2001 Ltd., an
arbitrage high-yield CBO transaction, on CreditWatch with negative
implications. At the same time, the rating on the class A notes is
affirmed based on a financial guarantee insurance policy issued by
Financial Security Assurance Inc. Additionally, the rating on the
class B notes is affirmed based on the sufficient
overcollateralization available.
  
The CreditWatch placements reflect factors that have negatively
affected the credit enhancement available to support the rated
notes since the last rating action in October of 2003. These
factors include deterioration in the credit quality of the
performing assets within the pool and a reduction in the weighted
average coupon generated by the performing assets within the pool.

Standard & Poor's will be reviewing the results of current cash
flow runs generated for NOVA CDO 2001 Ltd. to determine the level
of future defaults the rated tranches can withstand under various
stressed default timing and interest rate scenarios while still
paying all of the interest and principal due on the notes. The
results of these cash flow runs will be compared with the
projected default performance of the performing assets in the
collateral pool to determine whether the ratings assigned to the
notes remain consistent with the credit enhancement available.
   
            Ratings Placed On Creditwatch Negative
   
                     NOVA CDO 2001 Ltd.

                        Rating
         Class     To               From       Balance (Mil. $)
         C-1       B/Watch Neg      B          4.223
         C-2       B/Watch Neg      B          10.920
         D-1       CCC-/Watch Neg   CCC-       11.584
         D-2       CCC-/Watch Neg   CCC-       4.143
   
                      Ratings Affirmed
   
                     NOVA CDO 2001 Ltd.
   
         Class        Rating      Balance (Mil. $)
         A            AAA         146.531
         B            BBB         17.139
    

ONEIDA LTD: Lenders Agree to Forbear Until June 15, 2004
--------------------------------------------------------
Oneida Ltd. (NYSE:OCQ) announced that it has obtained further
waiver extensions as well as an additional waiver through June 15,
2004 from its lenders in regard to the company's financial
covenants and in respect to certain payments that are due.
Previously announced waivers were effective through April 30,
2004.

Oneida's bank lenders agreed to further postpone, until June 15,
2004, reductions of $5 million, $10 million and $20 million in the
company's credit availability that originally were scheduled to
take effect on November 3, 2003, January 30, 2004 and February 7,
2004, respectively, under the company's revolving credit
agreement. The company's bank lenders also approved an additional
waiver in which they agreed to postpone, until June 15, 2004, a
further reduction of $10 million in the company's credit
availability that originally was scheduled to take effect on May
3, 2004. In addition, Oneida's senior note holders agreed to
further defer until June 15, 2004 a $3.9 million payment from the
company that was originally due on October 31, 2003.

As was previously announced, Oneida is in discussions with its
lenders and potential new financing sources to restructure its
existing indebtedness and provide ongoing liquidity, and continues
to provide lenders with updated financial information regarding
its operations and restructuring plans. The company expects there
will be further deferrals of the above credit availability
reductions and principal payment until appropriate modifications
to its credit facilities have been agreed upon.

Oneida also announced that it has retained Carl Marks Consulting
Group LLC as strategic advisor and chief restructuring officer to
assist with Oneida's ongoing restructuring plans for its
indebtedness and product sourcing. In addition, Oneida announced
that it has retained Peter J. Solomon Company as strategic
financial advisor.

Also, Oneida reported that it has been notified by the New York
Stock Exchange (NYSE) that the company currently is below the
NYSE's continued listing requirements in regard to market
capitalization and shareholders' equity. Oneida will be submitting
to the NYSE a plan demonstrating how the company will return to
compliance with the listing standards. The NYSE will either accept
the plan, with Oneida then being subject to quarterly monitoring
for compliance with the plan, or it will not accept the plan and
the company's stock will be subject to suspension by the NYSE and
delisting by the Securities and Exchange Commission. If the
company's shares ceased to be traded on the NYSE, the company
believes an alternative trading market would be available.

Oneida Ltd. is a leading source of flatware, dinnerware, crystal,
glassware and metal serveware for both the consumer and
foodservice industries worldwide.


OWENS CORNING: Wants Lease Decision Deadline Extended to Dec. 4
---------------------------------------------------------------
Jeremy Ryan, Esq., at Saul Ewing, LLP, in Wilmington, Delaware,
relates that as of the Petition Date, the Owens Corning Debtors
were party to 347 unexpired non-residential real property leases.  
The Debtors have made substantial and consistent progress in
evaluating these leases.

The Debtors rejected 74 leases and assumed, or assumed and
assigned, 23 others.  Taking into account the 81 leases that
expired postpetition, the Debtors are currently party to 169
prepetition non-residential real property leases.  Most of the
Unexpired Leases are for space the Debtors use for conducting the
production, warehousing, distribution, sales, sourcing,
accounting and general administrative functions that comprise
their businesses, and are important assets of their estates.

According to Mr. Ryan, the Debtors had scheduled assets in excess
of $6,000,000,000, employed around 20,000 employees and operated
production and distribution facilities in locations throughout
the country, many of which are located in the leased premises
that are the subject of the Unexpired Leases.  The Debtors'
leased premises are vital to their reorganization efforts and
thus constitute an integral component of their strategic business
plan.  Even if a particular location ultimately is slated for
closure, the Unexpired Lease for the location may contain
favorable terms that would allow the Debtors to assume and assign
the lease for value.

Mr. Ryan believes that given the size and complexity of their
portfolio of Unexpired Leases, the Debtors should not at this
time be compelled to assume substantial, long-term liabilities
under the Unexpired Leases -- potentially creating administrative
expense claims -- or forfeit benefits associated with some
leases, to the detriment of the Debtors' ability to preserve the
going concern value of their business.

Mr. Ryan explains that addressing decisions to assume or reject
prior to the confirmation of their Plan would compel the Debtors
to make premature decisions as to their leases, and would cause
them to run the risks in the assumption of substantial long-term
liabilities or the forfeiture of favorable leases.  More
fundamentally, requiring the Debtors to assume or reject the
Unexpired Leases at this point in their cases may foreclose them
or other parties from pursuing plan modifications or alternative
plan structures that rely on different dispositions of some or
all of the Unexpired Leases than is presently contemplated.  The
Debtors maintain that a result like that would be inconsistent
with the interests of creditors and inappropriate under the
circumstances of their Chapter 11 cases.

The Debtors' Chapter 11 cases additionally have complex inter-
creditor issues, involving numerous competing creditor groups
like bond holders, an unsecured bank group, trade creditors and
those creditors holding "present" and "future" asbestos claims.  
The multiple issues between and among these creditor
constituencies add layers of complexity to the Debtors'
bankruptcy cases.

Consequently, the Debtors ask the Court to extend their lease
decision period through and including December 4, 2004, subject
to the rights of each lessor under an Unexpired Lease to ask the
Court to shorten the Extension Period and specify a period of
time in which the Debtors must determine whether to assume or
reject an Unexpired Lease.

Mr. Ryan assures the Court that the Debtors will continue to be
current on all of their postpetition rent obligations.  Thus, an
extension will not prejudice landlords under the Unexpired
Leases.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com-- manufactures fiberglass insulation,  
roofing materials, vinyl windows and siding, patio doors, rain
gutters and downspouts.  The Company filed for chapter 11
protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).  
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom
represents the Debtors in their restructuring efforts.  On Jun 30,
2001, the Debtors listed $6,875,000,000 in assets and
$8,281,000,000 in debts. (Owens Corning Bankruptcy News, Issue No.
73; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


PARMALAT: Portola Tightens Credit Controls to Minimize Exposure
---------------------------------------------------------------
Portola Packaging, Inc., designs, manufactures and markets a full
line of tamper-evident plastic closures for the dairy, fruit
juice, bottled water, sports drinks, institutional food products
and other non-carbonated beverage products, as well as bottles,
filling and capping equipment for bottling lines.

In a regulatory filing with the Securities and Exchange
Commission dated April 9, 2004, Portola Packaging disclosed that
one of its major accounts consists of the Canadian and U.S.
subsidiaries of Parmalat SpA, which represents approximately $4.3
million in the company's sales for fiscal 2003.  In view of
Parmalat's insolvency, Dennis L. Berg, Portola Packaging's Vice-
President, Finance and Chief Financial Officer, said that Portola
Packaging is presently monitoring the situation and have
instituted strict credit controls to manage its exposure in the
event that Parmalat's insolvency has an adverse effect on its
subsidiaries.

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)   


PEREGRINE SYSTEMS: Files Delayed 2003 Annual Report with SEC
------------------------------------------------------------
Peregrine Systems, Inc. (OTC: PRGN), a leading provider of
information technology (IT) asset and service management
solutions, filed its annual report on Form 10-K for the fiscal
year ended March 31, 2003 with the Securities and Exchange
Commission (SEC).

The annual report includes the financial position of Peregrine on
March 31, 2003, 2002 and 2001 and the results of its operations
and cash flows for the four years ended March 31, 2003.
Previously, on Feb. 28, 2003, the company filed audited annual
financial statements with the SEC on Form 8-K for the three fiscal
years ended March 31, 2002, which included restatements of the
first three quarters of fiscal year 2002 and all of fiscal years
2001 and 2000 (i.e., the period from Apr. 1, 1999 through Dec. 31,
2001). The filing of Peregrine's fiscal 2003 Form 10-K was delayed
due to the prior financial restatement, bankruptcy proceedings and
restructuring activities.

"Today's announcement marks a significant milestone for Peregrine
as we are one step closer to becoming current in filing our
periodic reports with the SEC," said John Mutch, Peregrine's
president and CEO. "With our fiscal 2003 10-K complete, we can now
focus our attention on the filing of our fiscal 2004 reports."

The company intends to adopt fresh-start accounting treatment for
the presentation of financial results for periods after Aug. 1,
2003, which will have a material impact on the fiscal 2004
financial statements. Peregrine is actively working on its fiscal
2004 periodic reports, which will include the quarterly reports on
Form 10-Q for the quarters ended June 30, 2003, Sept. 30, 2003 and
Dec. 31, 2003 and the Form 10-K for the fiscal year ended March
31, 2004, but does not know when it will be in a position to file
these reports. Until the company's periodic reports are current,
investors will not have current financial information. For this
reason, and based on the other risk factors described in the
fiscal year 2003 Form 10-K, the company believes that trading in
its securities at this time is highly speculative and involves a
high degree of risk.

                     About Peregrine

Founded in 1981, Peregrine Systems, Inc. develops and sells
enterprise software that enables its worldwide customer base to
manage IT for the business. The company's IT asset and service
management offerings allow organizations to improve asset
management and gain efficiencies in service delivery -- driving
out costs, increasing productivity and accelerating return on
investment. The company's flagship products -- ServiceCenter(R)
and AssetCenter(R) -- are complemented by Automation, Business
Intelligence/Reporting, Employee Self Service and Integration
capabilities. Peregrine is headquartered in San Diego, Calif. and
conducts business from offices in the Americas, Europe and Asia
Pacific. For more information, visit http://www.peregrine.com/


POLAROID: Distributes Additional 3MM Shares to Unsecured Creditors
------------------------------------------------------------------
Primary PDC, Inc., formerly known as Polaroid Corporation,
announced that 3,381,267 shares of Common Stock of Polaroid
Holding Company have been distributed to the holders of allowed
unsecured claims against Primary PDC in connection with its
bankruptcy proceedings.

Mark Stickel, President of Primary PDC, indicated that the shares
were in addition to the 5,267,401 shares of Common Stock and
62,696 shares of Preferred Stock of Polaroid Holding Company that
had previously been announced as having been distributed, and
that, depending on the resolution of various disputed claims
pending against Primary PDC and other issues, unsecured creditors
may receive additional shares of stock of Polaroid Holding Company
and/or cash in the future.

As a result of this distribution, a total of 8,648,668 shares of
Common Stock and 62,696 shares of Preferred Stock of Polaroid
Holding Company have been distributed to the unsecured creditors
of Primary PDC.

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

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


RELIANCE FINANCIAL: Summary & Overview of Bank Committee's Plan
---------------------------------------------------------------
On April 27, 2004, the Official Unsecured Bank Committee
delivered to the Court a Chapter 11 plan of reorganization for
Reliance Financial Services Corporation.  The Bank Committee's
Plan sets forth a restructuring of RFSC through the transfer of
shares of common stock in Reorganized RFSC for certain
outstanding claims against RFSC.  The Plan also provides a
vehicle to assist creditors in allocating the proceeds, if any,
of potential litigation claims.

RFSC is expected to emerge from Chapter 11 by December 31, 2004.

The Bank Committee will file the Disclosure Statement to the Plan
at a later date.  The Disclosure Statement will provide a
discussion of RFSC's history, business, properties, risk factors,
a summary and analysis of the Plan, and certain related matters,
including a description of the shares of New RFSC Common Stock to
be issued under the Plan.

The Bank Committee is a proponent of the Plan and is
participating in the Plan within the meaning of the Bankruptcy
Code.

             Classification and Treatment of Claims

The RFSC Plan provides for the classification and treatment of
claims against and interests in RFSC.  Pursuant to Section
1123(a)(1) of the Bankruptcy Code, Administrative Expense Claims
and Priority Tax Claims are not classified for purposes of voting
or receiving distributions under the Plan.

Class  Description                 Recovery Under the Plan
-----  -----------                 -----------------------
N/A   Administrative Expense      Paid in full, in Cash
       Claims

N/A   Professional Compensation   Paid in full, in Cash
       and Reimbursement Claims
                                   Within 75 days of the
                                   Effective Date, Holders will
                                   file an application for final
                                   allowance of compensation and
                                   reimbursement of expenses with
                                   the Court, RFSC, the Bank
                                   Committee, the Unsecured
                                   Creditors Committee and the
                                   U.S. Trustee.

N/A   Other Administrative        Paid in full, in Cash
       Claims
                                   Requests for allowance of
                                   Other Administrative Claims
                                   must be filed with the Court
                                   and served on RFSC, the Bank
                                   Committee, the Creditors
                                   Committee and the U.S. Trustee
                                   within 45 days of the
                                   Effective Date.  If there are
                                   no objections, the
                                   Administrative Expense Claim
                                   will be allowed.  If RFSC, the
                                   Bank Committee or the
                                   Creditors Committee objects,
                                   the Court will determine the
                                   allowed amount of the Claim.

N/A   Priority Tax Claims         Paid in full, in Cash

  1    Classified Priority         Holders will receive full
       Claims                      satisfaction of the unpaid
                                   portion of their Claims, in
                                   Cash.

                                   Unimpaired, deemed to accept
                                   the Plan.

  2    Bank Claims                 Bank Claims will be allowed in
                                   the aggregate under the Bank
                                   Credit Agreement for principal
                                   and accrued, but unpaid,
                                   interest through the Petition
                                   Date.

                                   Impaired.  Holders are
                                   entitled to vote to accept
                                   or reject the Plan, and to
                                   make the Opt-Out Election on
                                   the Ballot.

                                   Allowed Claimholders will:

                                   (a) receive in complete
                                       satisfaction,

                                       * its Pro Rata share of
                                         New RFSC Common Stock;
                                         and

                                       * the right to a Pro Rata
                                         share -- provided the
                                         Holder is not an Opt-Out
                                         Creditor -- of the RFSC
                                         Litigation Proceeds; and

                                   (b) be deemed to have assigned
                                       its Litigation Claims to
                                       Reliance Group Holdings,
                                       Inc.  However, any Holder
                                       of a Bank Claim who is an
                                       Opt-Out Creditor will not:

                                       * be deemed to have
                                         assigned its Litigation
                                         Claims to RGH; and

                                       * receive rights to a Pro
                                         Rata share of the RFSC
                                         Litigation Proceeds.

                                   If the Allowed Bank Class
                                   rejects the Plan, the Bank
                                   Committee will seek to confirm
                                   the Plan pursuant to Section
                                   1129(b) of the Bankruptcy
                                   Code.

  3    Other Secured Claims        Unimpaired, deemed to accept
                                   the Plan.

                                   The Other Secured Claims will:

                                   (a) be reinstated and rendered
                                       Unimpaired;

                                   (b) receive full satisfaction
                                       in Cash, including
                                       interest required by
                                       Section 506(b); or

                                   (c) receive the Collateral
                                       securing its Claim and any
                                       interest required by
                                       Section 506(b).

  4a   General Unsecured Claims    Impaired.  Holders are
                                   entitled to vote and make the
                                   Opt-Out Election on the
                                   Ballot.  Allowed Claimholders
                                   will:

                                   (a) receive, in full
                                       satisfaction of the
                                       allowed amount, a right to
                                       a Pro Rata share --
                                       provided the Holder is not
                                       an Opt-Out Creditor -- of
                                       the RFSC Litigation
                                       Proceeds; and

                                   (b) assign its Litigation
                                       Claims to RGH.  However,
                                       General Unsecured
                                       Claimholders who are Opt-
                                       Out Creditors will not:

                                       * be deemed to have
                                         assigned Litigation
                                         Claims to RGH; and

                                       * receive rights to a Pro
                                         Rata share of the RFSC
                                         Litigation Proceeds.

                                   If the Allowed General
                                   Unsecured Class rejects the
                                   Plan, the Bank Committee will
                                   seek to confirm the Plan
                                   pursuant to Section 1129(b).

  4b   D&O Unsecured Claims        Impaired.  No recovery.  
                                   Deemed to reject the Plan.

  4c   Liquidator Claim            The Liquidator Claim will be
                                   deemed allowed for
                                   $288,000,000.

                                   Impaired, entitled to vote.

                                   Under the Tax Sharing
                                   Agreement, the Liquidator will
                                   receive 50% of the Section 847
                                   Refunds.  Under the PA
                                   Settlement Agreement, the
                                   Liquidator will receive the
                                   D&O Litigation Proceeds.

  5    Equity Interests            Impaired.  No recovery.
                                   Deemed to reject the Plan.

Holders of Claims in each Impaired Class are entitled to vote to
accept or reject the Plan.  The Bank Committee or its agents will
tabulate the votes with respect to the Plan.

In accordance with Section 1126(c), an Impaired Class will have
accepted the Plan if the Holders of at least two-thirds in dollar
amount and more than one-half in number have voted to accept the
Plan.

                    Intercompany Obligations

RGH, Reorganized RFSC and its subsidiaries will be permanently
enjoined from taking any action on Intercompany Obligations,
except as provided in:

   (1) the April 1, 2003 agreement among the Bank Committee, the
       Unsecured Creditors Committee and M. Diane Koken, the
       statutory liquidator of Reliance Insurance Company;

   (2) the settlement term sheet between the Bank Committee and
       the Unsecured Creditors' Committee;

   (3) a Senior Secured Credit Agreement to be entered into by
       Reorganized RFSC and RGH;

   (4) a Tax Sharing Agreement; or

   (5) the RFSC Plan.

      Treatment of Executory Contracts and Unexpired Leases

Pursuant to Sections 365(a) and 1123(b)(2), all executory
contracts and unexpired leases will be deemed rejected as of the
Effective Date.  Reorganized RFSC will cure all undisputed
defaults under executory contracts or unexpired leases, 30 days
after the Effective Date.

Claims arising from the rejection of an executory contract or
unexpired lease must be filed with the Court and served upon
Reorganized RFSC 30 days of the Effective Date.  Otherwise, the
Claim is not enforceable against Reorganized RFSC.  Claims
arising from the rejection of executory contracts and unexpired
leases will be treated as Allowed General Unsecured Claims.

               Reorganized RFSC Board of Directors

On the Effective Date, the Board of Directors of Reorganized RFSC
will be composed of one director.  The initial Board Member will
be appointed by the Bank Committee.

The management, control and operation of Reorganized RFSC will
become the general responsibility of the Board Member.  The Board
Member will serve in accordance with the Amended and Restated
Articles of Incorporation and the Amended and Restated By-laws.

The Bank Committee will select a new chief executive officer for
Reorganized RFSC, who may be the Board Member, to serve on and
after the Effective Date.

               Reorganized RFSC Advisory Committee

The Bank Committee will appoint an RFSC Advisory Committee.  The
Board of Directors will consult with the RFSC Advisory Committee
on corporate matters, provided, however, that ultimate decision-
making authority will reside in the Board.

              By-laws and Articles of Incorporation

On the Effective Date, the Reorganized Debtor will file its
Amended and Restated Articles of Incorporation and Amended and
Restated By-laws.  The Articles and the By-laws will contain
provisions to:

   (a) prohibit issuance of non-voting equity securities; and
  
   (b) effectuate the provisions of the Plan.

Reorganized RFSC will indemnify the CEO and the members of the
Advisory Committee to the extent permitted by Delaware law.

                        RGH Contributions

On the Effective Date, RGH will contribute $2,537,000 to the
Primary Reserve.  If the Primary Reserve Requirement exceeds the
Primary Reserve balance, Reorganized RFSC will deposit sufficient
RGH Contributions to satisfy RGH's obligations.  RGH will
contribute 50% of the Primary Reserve Requirement.

                            RGH Loans

On the Effective Date, Reorganized RFSC will borrow $2,537,000
from RGH through the RGH Term Loan.  The funds will be deposited
into the Primary Reserve.  If, on any Distribution Date, the
Primary Reserve Requirement exceeds the Primary Reserve balance,
Reorganized RFSC will borrow funds from RGH through the RGH
Revolving Loans to cover any shortfall.

                       RFSC Available Funds

RFSC will apply any Available Funds to:

   (1) satisfy the Reimbursement Obligations;

   (2) satisfy the obligation to fund 50% of the Primary
       Reserve Requirement;

   (3) satisfy the obligation to fund the Development Reserve;

   (4) reimburse the Indemnified Advisors for indemnification
       obligations;

   (5) fund the Discretionary Reserve; and

   (6) pay dividends to Holders of New RFSC Common Stock.

Reorganized RFSC will satisfy the RGH/RFSC Settlement Term Sheet
obligations before making any cash distributions to Claim
Holders.

Pursuant to the PA Settlement Agreement, all obligations of the
Debtor to the Liquidator or RIC have first priority
administrative status.

On the Effective Date, RGH and Reorganized RFSC will each have a
50% undivided interest in the Net 847 Refunds.

                Issuance of New RFSC Common Stock

On the Effective Date, the Old RFSC Common Stock and any options
or warrants, will be cancelled.  Pursuant to Section 1145, New
RFSC Common Stock will be issued as of the Effective Date.  The
New RFSC Common Stock will not be listed on any securities
exchange or quotation system.

           Litigation Proceeds & Cash/Opt-Out Election

On the Effective Date, Litigation Claims held by the Litigation
Proceeds Claimants will be assigned to RGH.  RGH will obtain all
rights of the Claimants to pursue the Litigation Claims.  RGH
will pay any proceeds from the Litigation Claims or any proceeds
from the D&O Litigation to Reorganized RFSC.

Litigation Claims held by Opt-Out Creditors will not be assigned
and Holders of Claims in Classes 2 and 4a who are Opt-Out
Creditors will not receive Litigation Proceeds Cash.  The Claims
of Classes 2 and 4a will not be counted in determining the
amounts of the Litigation Distributions to Claim Holders.

A Litigation Proceeds Claimant may transfer its undivided right
to Litigation Proceeds by written notice to Reorganized RFSC.

                     Distributions from RIC

RGH will have a 20% interest in all cash distributions from RIC
to Reorganized RFSC, excluding distributions attributable to
Reorganized RFSC's share of the Section 847 Refunds or RGH
Development.

                           Reserves

Three reserves will be established under the Plan:

      (a) Primary Reserve -- The Primary Reserve will contain
          Operating Funds.  Both RGH, through an RGH   
          Contribution, and Reorganized RFSC, from proceeds of
          the RGH Term Loan, will deposit $2,537,000 into the
          Primary Reserve.

      (b) Development Reserve -- Reorganized RFSC will fund the
          Development Reserve with RFSC Available Funds.  The
          Development Reserve will be used to pay all Development
          Expenses in general and upon any Change of Control.

      (c) Discretionary Reserve -- Reorganized RFSC may deposit
          funds into the Discretionary Reserve to pay future
          expenses as long as other RGH and RFSC obligations are
          met.

                  Reserves for Disputed Claims

The Bank Committee, the Creditors Committee, RFSC, Reorganized
RFSC and RGH may file and resolve objections to Claims.  The
objection must be filed by 90 days after the later of the
Effective Date or the applicable Bar Date.

On Distribution Date, RFSC or Reorganized RFSC will reserve an
amount sufficient to pay distributions to Holders of Disputed
Claims as if the Disputed Claims were allowed.

                        Releases by RFSC

On the Confirmation Date, RFSC and Reorganized RFSC, will
release, waive and discharge:

   (a) the Bank Committee, the Creditors Committee, the Banks,
       and any affiliated entities;

   (b) their directors, officers and employees as well as those
       of RGH;

   (c) their former directors, officers and employees as well as
       those of RGH; and

   (d) their representatives, attorneys, financial advisors,
       accountants and agents as well as those of RGH.

A full-text copy of the RFSC Plan is available for free at:

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

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of  
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Reliance Insurance Company.  The
Company filed for chapter 11 protection on June 12, 2001 (Bankr.
S.D.N.Y. Case No. 01-13403).  When the Company filed for
protection from their creditors,  they listed $12,598,054,000 in
assets and $12,877,472,000 in debts. (Reliance Bankruptcy News,
Issue No. 51; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


REEVES COUNTY: S&P Removes Affirmed BB Rating from Credit Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' underlying
rating (SPUR) on Reeves County, Texas' series 2001 and series
2001A lease-rental taxable additional revenue certificates of
participation and removed it from CreditWatch, where it was placed
Nov. 14, 2003.

When the rating was previously placed on CreditWatch, it was also
lowered to 'BB' SPUR.

Standard & Poor's also assigned a developing outlook to the debt
based on the possibility that given the minimum guaranteed inmate
population, the rating could be raised if a restructuring of the
debt service allows for adequate debt service coverage. The
developing outlook also reflects the possibility that, given the
uncertainty surrounding inmate population and the scheduled
increase in debt service, the facility could experience
financial difficulty severe enough to warrant a downgrade.

Reeves County and the Federal Bureau of Prisons have finalized an
agreement in which the bureau will continue to use only Reeves
County Detention Center's R1 and R2 portions. The new per diem has
been set at $48.25 for a minimum of 2,025 federal inmates. The new
interlocal government agreement will extend to Jan. 31, 2007, with
annual per diem adjustments; the previous agreement expired on
Jan. 17, 2004, but it was subsequently extended for two separate
two-week periods.

Since the bureau will only use space available in R1 and R2, the
county has negotiated with Arizona to house a minimum of 778 of
the state's inmates in R3 at a per diem of $45.70. Either party
can terminate the annual contract with 30 days notice.

County management expects revenues generated by the interlocal
government agreement for the minimum number of inmates to provide
sufficient funds to cover the entire facility's operating and debt
service costs for 2004, provided the county and GEO Corp.
(formerly Wackenhut Corrections Corp.), the company responsible
for managing the facility, forego the majority of their profits
and fees. Even under a scenario that would increase the total
inmate population to a maximum of 3,039 from 2,803 (the combined
minimum under both contracts), revenues generated from both
contracts will not be sufficient to cover all expenses plus GEO's
management fee and the payment to the county. The county could
forego its payment, which would result in positive financial
operations in fiscal 2006, as long as Arizona continues to use R3.

The county has roughly $50 million of certificates of
participation debt outstanding.


RIGGS NATIONAL: Fitch Maintains Negative Watch on BB/D Ratings
--------------------------------------------------------------
Fitch Ratings has lowered the ratings for Riggs National
Corporation (RIGS) and its rated subsidiaries. RIGS' long-term and
individual ratings were lowered to 'BB' from 'BB+' and 'D' from
'C/D', respectively. Fitch also maintains the Rating Watch
Negative status on RIGS.

The rating actions reflect Fitch's concerns regarding implications
tied to RIGS Bank N.A. being deemed a 'troubled condition'
institution by the Office of the Comptroller of the Currency (OCC)
and the sizeable $19 million restructuring charge related to
exiting higher risk businesses (including the sale of the company
airplane). Further, in the near term it is expected that the OCC
and Financial Crimes Enforcement Network (FINCen) will levy
monetary penalties, which will place additional pressure on
capital and further reduce RIGS' financial flexibility.
Additionally, the Federal Reserve advised RIGS that it will
request RIGS and Riggs International Banking Corporation (its Edge
Act Corporation) to enter into an enforcement order, which may
include a requirement that RIGS obtain the prior approval of the
Federal Reserve prior to declaring and paying dividends, including
dividends on its trust preferred securities, and interest at the
holding company level. The Negative Rating Watch remains in place
due to the uncertainty as to the severity of the OCC and FINCen
fines and due to the additional pressure placed on the company's
future profitability and business mix flexibility which will come
under the purview of the OCC.

The designation of 'troubled condition' will bring with it a
heightened level of oversight by the OCC. Although Fitch's concern
with RIGS' ability to comply with regulatory requirements and the
potential ramifications associated with this designation will
lessen somewhat when the company runs-off the higher risk
international businesses, there still remains some concern,
especially as each could have near term negative implications on
profitability, which for RIGS is already an area of comparative
weakness. RIGS has yet to turn around its profitability short
comings as it continues to be negatively impacted by the costs
associated with performance and cost efficiency initiatives.
Moreover, profitability suffers from a lack of significant
earnings diversity, and cost levels are quite high relative to
revenues. Additionally, the monetary fines will clearly hamper
profitability while business restrictions would potentially cause
a rise in costs.

A 'troubled condition' designation places significant restrictions
on RIGS. For example, RIGS would need prior consent from the OCC
to perform such normal operating activities as approving new
directors and executive officers, and prohibits certain actions
such as making severance payments to employees, management and
directors under FDIC's golden parachute rules.

The following ratings have been downgraded and remain on Rating
Watch Negative by Fitch:

   Riggs National Corporation

          --Long-term senior to 'BB' from 'BB+';
          --Subordinated debt to 'BB-' from 'BB';
          --Individual to 'D' from 'C/D'.

   Riggs Bank National Association

          --Long-term senior to 'BB' from 'BB+';
          --Long-term deposits to 'BB+' from 'BBB-';
          --Short-term deposits to 'B' from 'F3';
          --Individual to 'D' from 'C/D'.

   Riggs Capital

          --Preferred stock to 'BB-' from 'BB'.

   Riggs Capital II

          --Preferred stock to 'BB-' from 'BB'.

The following ratings remain on Rating Watch Negative by Fitch:

   Riggs National Corporation

          --Short-term debt 'B';
          --Support '5';

   Riggs Bank National Association

          --Short-term 'B';
          --Support '5';


SAMSONITE: Offering to Buy 10-3/4% Senior Notes Until May 27
------------------------------------------------------------
Samsonite Corporation (OTC Bulletin Board: SAMC) announced that it
is commencing an offer to purchase and consent solicitation for
any and all of its outstanding 10-3/4% senior subordinated notes
due 2008. The current aggregate outstanding principal amount of
the notes is $322,861,000.

The offer to purchase will expire at 12:00 midnight, New York City
time, on May 27, 2004, unless extended or earlier terminated. The
consent solicitation will expire at 12:00 midnight, New York City
time, on May 13, 2004, unless extended.

Holders tendering their notes will be deemed to have delivered
their consent to certain proposed amendments to the indenture
governing the notes, which will eliminate certain covenants and
certain provisions relating to events of default and amend certain
other related provisions.

The purchase price for each $1,000 principal amount of notes
validly tendered and not revoked on or prior to the expiration
date of the offer to purchase will be $1,022.33. Holders who
validly tender notes will also be paid accrued and unpaid interest
up to but not including the date of payment for the notes.

If the requisite number of consents required to amend the
indenture is received and the offer to purchase is consummated,
the Company will make a consent payment of $20.00 per $1,000
principal amount of notes for which consents have been validly
delivered and not revoked on or prior to the expiration date of
the consent solicitation for aggregate consideration of $1,042.33.
Holders who validly tender their notes after the expiration date
of the consent solicitation will receive only the purchase price
for the notes but not the consent payment.

The purchase price for the notes and the consent payment for notes
tendered on or before the expiration date of the consent
solicitation are expected to be paid promptly following the
expiration date of the consent solicitation. The purchase price
for the notes tendered on or before the expiration date of the
offer to purchase is expected to be paid promptly following the
expiration date of the offer to purchase.

The terms of the offer to purchase and consent solicitation,
including the conditions to the Company's obligations to accept
the notes tendered and consents delivered and pay the purchase
price and consent payments, are set forth in the Company's offer
to purchase and consent solicitation statement, dated April 30,
2004. One of the conditions is the Company having available funds
to be raised from a private offering of new notes in an aggregate
principal amount of approximately $325,000,000. The new notes to
be offered have not been and may not be registered under the
Securities Act of 1933 and may not be offered or sold in the
United States absent registration or an applicable exemption from
such registration requirements. The Company may amend, extend or
terminate the offer to purchase and consent solicitation at any
time in its sole discretion without making any payments with
respect thereto.

Deutsche Bank Securities Inc. and Merrill Lynch & Co. are the
dealer managers for the offer to purchase and the solicitation
agents for the consent solicitation. Questions or requests for
assistance may be directed to Deutsche Bank Securities Inc.
(telephone: (212) 250-4270 (collect)) or Merrill Lynch & Co.
(telephone: (212) 449-4914 or toll-free at (888) 385-2663).
Requests for documentation may be directed to D.F. King & Co.,
Inc., the information agent (telephone: (800) 669-5550).

Samsonite (S&P, B Corporate Credit and CCC+ Subordinated Debt
Ratings) is one of the world's largest manufacturers and
distributors of luggage and markets luggage, casual bags,
backpacks, business cases and travel-related products under brands
such as SAMSONITE(R), AMERICAN TOURISTER


SEQUOIA MORTGAGE: Fitch Rates $2MM Class B-5 Notes at B  
-------------------------------------------------------
Sequoia Mortgage Trust's mortgage pass-through certificates,
series 2004-4, by rated by Fitch Ratings as follows:

     --$799,511,100 classes A, X-1, X-2, X-B and A-R 'AAA';
     --$14,612,000 class B-1 'AA'
     --$8,350,000 class B-2 'A';
     --$4,175,000 class B-3 'BBB';
     --$2,509,000 class B-4 'BB';
     --$2,088,000 class B-5 'B'.

The class B-6 certificates are not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 4.25%
subordination provided by the 1.75% class B-1, 1% class B-2, 0.50%
class B-3, 0.30% privately offered class B-4, 0.25% privately
offered class B-5 and 0.45% privately offered class B-6
certificates. The ratings on the class B-1, B-2, B-3, B-4, and B-5
certificates are based on their respective subordination.

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. The ratings also reflect
the quality of the mortgage collateral, the capabilities of Wells
Fargo Bank, National Association (rated 'RMS1' by Fitch) as master
servicer, and Fitch's confidence in the integrity of the legal and
financial structure of the transaction.

The trust consists of mortgage loans originated by Greenpoint
Mortgage Funding, Inc.,(69.45%), Morgan Stanley Dean Witter Credit
Corporation (21.64%), and Bank of America, N.A (4.94%). The
remainder of the mortgage loans were originated by various
mortgage lending institutions.

As of the cut-off date (April, 1 2004) these are the
characteristics of the mortgage pool:

The trust consists of a pool of conventional, adjustable-rate
mortgage secured by first liens on one- to four-family residential
properties, with original terms to maturity of either 25 or 30
years, having an aggregate principal balance of $834,998,848, and
an average principal balance of $334,669. All of the loans have
interest-only terms of either five or ten years, with principal
and interest payments beginning thereafter. The borrowers'
interest rates adjust monthly based on the one-month LIBOR rate
plus a margin (13.29% of the loan group) or semi-annually based on
the six-month LIBOR rate plus a margin (86.71% of the loan group).
The mortgage loans have weighted average original loan-to-value
ratio (OLTV) of 70.37%, and a weighted average FICO of 733. Second
home and investor-occupied properties comprise 8.72% and 2.07% of
the loans respectively. The states with the largest concentration
of mortgage loans are California (32.59%), Florida (9.21%),
Arizona (6.58%), and Colorado (6.38%). All other states represent
less than 5% of the outstanding balance of the pool.

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

Sequoia Residential Funding, Inc., a Delaware corporation and
indirect wholly-owned subsidiary of Redwood Trust, Inc., will
assign all its interest in the mortgage loans to the trustee for
the benefit of certificate holders. For federal income tax
purposes, an election will be made to treat the trust as multiple
real estate mortgage investment conduits (REMICs). HSBC Bank USA
will act as trustee.


SHELBOURNE II: Transfers Remaining Assets to Liquidating Trust
--------------------------------------------------------------
Arthur N. Queler, the trustee of the Shelbourne II Liquidating
Trust, announced that Shelbourne Properties II, Inc. (formerly
Amex: HXE) transferred its remaining assets to (and its remaining
liabilities were assumed by) the Liquidating Trust in accordance
with the Company's Plan of Liquidation. April 23, 2004 was the
last day of trading of the Company's common stock on the American
Stock Exchange, and the Company's stock transfer books were closed
as of the close of business on such date.

The Trustee also announced that the Company filed a Form 15 with
the Securities and Exchange Commission to terminate the
registration of the Company's common stock under the Securities
Exchange Act of 1934 and that the Company will cease filing
reports under that act. However, the Trustee will issue to
beneficiaries of the Liquidating Trust and file with the
Commission annual reports on Form 10-K and current reports on
Form 8-K.

Under the terms of the Liquidating Trust Agreement, each
stockholder of the Company on the Record Date (each, a
"beneficiary") automatically became the holder of one unit of
beneficial interest in the Liquidating Trust for each share of the
Company's common stock then held of record by such stockholder. As
provided in the Company's Plan of Liquidation, the holder of Class
B Units in the Company's Operating Partnership is entitled to
receive 15% of all distributions made by the Company and the
Liquidating Trust after such time as aggregate distributions by
the Company and the Liquidating Trust from and after August 19,
2002 exceed a specified per share amount. After giving effect to
dividends paid since August 19, 2002, the remaining unpaid per
share amount as of April 29, 2004 was $3.24. After the specified
per share amount has been received by beneficiaries, the holder of
Class B Units will receive 15% of all subsequent distributions by
the Liquidating Trust. All outstanding shares of the Company's
common stock were automatically deemed cancelled, and the rights
of beneficiaries in their Units will not be represented by any
form of certificate or other instrument. Stockholders of the
Company on the Record Date will not be required to take any action
to receive their Units. The Trustee will maintain a record of the
name and address of each beneficiary and such beneficiary's
aggregate Units in the Liquidating Trust. Subject to certain
exceptions related to transfer by will, intestate succession or
operation of law, the Units will not be transferable, nor will a
beneficiary have authority or power to sell or in any other manner
dispose of any Units.

The Liquidating Trust was organized for the sole purpose of
winding up the Company's affairs and the liquidation of its
assets. It is expected that from time to time the Liquidating
Trust will make distributions of its assets to beneficiaries, but
only to the extent that such assets will not be needed to provide
for the liabilities (including contingent liabilities) assumed by
the Liquidating Trust. No assurances can be given as to the amount
or timing of any distributions by the Liquidating Trust.

For federal income tax purposes, each stockholder of the Company
on the Record Date was deemed to have received a pro rata share of
the assets of the Company that were transferred to the Liquidating
Trust, subject to such stockholder's pro rata share of the
liabilities of the Company assumed by the Liquidating Trust.
Accordingly, each stockholder will recognize gain or loss (which
generally should be a capital gain or a capital loss) in an amount
equal to the difference between (x) the fair market value of such
stockholder's pro rata share of the assets of the Company that
were transferred to the Liquidating Trust, subject to such
stockholder's pro rata share of the liabilities of the Company
that were assumed by the Liquidating Trust, and (y) such
stockholder's adjusted tax basis in the shares of the Company's
common stock held by such stockholder on the Record Date.

The Liquidating Trust is intended to qualify as a "liquidating
trust" for federal income tax purposes. As such, the Liquidating
Trust will be a pass-through entity for federal income tax
purposes and, accordingly, will not itself be subject to federal
income tax. Instead, each beneficiary will take into account in
computing its taxable income, its pro rata share of each item of
income, gain, loss and deduction of the Liquidating Trust,
regardless of the amount or timing of distributions made by the
Liquidating Trust to beneficiaries. Distributions by the
Liquidating Trust to beneficiaries generally will not be taxable
to such beneficiaries. The Trustee will furnish to beneficiaries
of the Liquidating Trust a statement of their pro rata share of
the assets transferred by the Company to the Liquidating Trust,
less their pro rata share of the Company's liabilities assumed by
the Liquidating Trust. On a yearly basis, the Trustee also will
furnish to beneficiaries a statement of their pro rata share of
the items of income, gain, loss, deduction and credit (if any) of
the Liquidating Trust to be included on their tax returns.

Stockholders of the Company are urged to consult with their tax
advisers as to the tax consequences to them of the establishment
and operation of, and distributions by, the Liquidating Trust.


SIERRA PACIFIC: S&P Rates Proposed $50MM Synthetic Bank Loan at BB
------------------------------------------------------------------
Standard & Poor's ratings Services assigned its 'BB' rating to the
proposed $50 million synthetic bank credit facility at Sierra
Pacific Power Co. (B+/Negative/--). The facility will be secured
by the company's general and refunding mortgage bonds and hence
carry the same rating as the general and refunding bonds.

Standard & Poor's also assigned its '1' recovery rating for the
bank loan, denoting high expectation of full recovery of
principal. The '1' rating reflects the overcollateralization of
the general and refunding bonds, which secure the bank facility,
by utility property at Sierra Pacific Power. Standard & Poor's is
highly confident that bondholders will be able to recover their
principal fully in a bankruptcy scenario. The facility will
support the company's working capital needs and will be a
boost to liquidity because sister company Nevada Power Co.
currently has no access to bank lines and only a $75 million
accounts receivables conduit, under which amounts that may be
advanced depend on factors such as the time of year, weather
conditions, and receivable delinquency rates. The synthetic bank
facility provides for unconditional access to liquidity
and Nevada Power is expected to retire the conduit this offering
is complete.
   
Ratings on Sierra Pacific Power reflect the weak consolidated
business and financial profiles of parent Sierra Pacific Resources
(SRP) and its utility subsidiaries. A troubled regulatory climate
in Nevada and a short capacity position that creates exposure to
the volatile wholesale power markets are the principal sources of
business risk for SRP. Also, management has been held responsible
for imprudent power procurement decisions made during the western
wholesale power markets crisis in 2000 and 2001, resulting in a
significant revision in power procurement policies and personnel
over the past two years. Previous regulatory disallowances in
purchased power costs decimated SRP's financial profile, with the
utilities losing access to bank lines of credit and to the
unsecured credit markets. These weaknesses are partly mitigated by
recent more supportive regulatory actions and stronger cash flows
as the utilities collect deferred power costs.


SOLUTIA: Equity Panel Wants to Hire Pillsbury Winthrop as Counsel
-----------------------------------------------------------------
The Official Committee of Equity Security Holders in Solutia,
Inc.'s chapter 11 case seeks the Court's authority to retain
Pillsbury Winthrop, LLP, nunc pro tunc to March 29, 2004, as its
counsel.

Richard Kuersteiner, Associate General Counsel for the Equity
Committee, relates that on February 4, 2004, two separate groups
of equity security holders, which in the aggregate represented
approximately 11,000,000 shares of the publicly owned stock of
the Debtors, submitted written requests to the United States
Trustee for the appointment of an equity committee.  One group
consisted solely of the holdings in various managed accounts of
Franklin Templeton, and this group was previously represented by
Pillsbury Winthrop.  Since the formation of the Equity Committee,
this representation has ceased.  The second shareholder group
represented the holdings of Smith Management, LLC, Couchman
Partners, LLC, and RCG Carpathia Master Fund, Ltd.

Mr. Kuersteiner maintains that the members and associates of
Pillsbury Winthrop have considerable expertise in the fields of
bankruptcy, insolvency, reorganizations, liquidations, debtors'
and creditors' rights, debt restructuring and corporate
reorganizations, among others, as well as in the fields of
environmental law and pension/ERISA law.  Thus, the Equity
Committee believes that Pillsbury Winthrop is well qualified to
represent it in these Chapter 11 cases.  

Pillsbury Winthrop will be required to:

   (a) provide legal advice with respect to the Equity
       Committee's rights, powers and duties in these cases;

   (b) assist, advise and represent the Equity Committee in its
       consultation with the Debtors and the Creditors Committee
       relative to the administration of these Chapter 11 cases;

   (c) assist and represent the Equity Committee in analyzing the
       Debtors' assets and liabilities, investigating the extent
       and validity of liens, and participating in and reviewing
       any proposed asset sales or dispositions;

   (d) represent the Equity Committee in any and all matters
       involving disputes or issues with the Debtors, secured
       creditors, the Creditors Committee, and other parties;

   (e) assist and advise the Equity Committee in its examination
       and analysis of the conduct of the Debtors' affairs;

   (f) assist the Equity Committee in the review, analysis,
       negotiation, and formulation of any plans of
       reorganization that may be filed and to assist the Equity
       Committee in the review, analysis and negotiation of the
       disclosure statement accompanying any plan of
       reorganization;

   (g) take all necessary action to protect and preserve the
       interests of the equity security holders of the Debtors in
       these Chapter 11 cases;

   (h) generally prepare on behalf of the Equity Committee all
       necessary motions, applications, answers, orders, reports
       and papers in support of positions taken by the Equity
       Committee;

   (i) appear, as appropriate, before the Court, the appellate
       courts, and other courts in which matters may be heard and
       to protect the interests of the Equity Committee before
       those Courts and the United States Trustee; and

   (j) perform all other necessary and appropriate legal services
       in these Chapter 11 cases.

The Equity Committee requests that all legal fees and related
costs and expenses incurred by the Equity Committee on account of
services rendered by Pillsbury Winthrop in these Chapter 11 cases
be paid as administrative expenses of the estates pursuant to
Sections 328, 330(a), 503(b) and 507(a)(1) of the Bankruptcy
Code.  Compensation will be payable to Pillsbury Winthrop on an
hourly basis, plus reimbursement of actual, necessary expenses
incurred by the law firm.

The attorneys and paralegals presently designated to be primarily
responsible for representing the Equity Committee, and their
current standard hourly rates, are:

         Richard L. Epling    partner      $670
         Craig A. Barbarosh   partner       550
         David A. Crichlow    partner       510
         Karen B. Dine        partner       495
         Harry E. Garner      associate     340
         Amanda Mallan        associate     280
         Margaret Segall      paralegal     140

In addition, other attorneys and paralegals will be involved as
necessary and appropriate to represent the Equity Committee.

Mr. Barbarosh assures the Court that Pillsbury Winthrop is a
disinterested person within the meaning of Section 101(14) of the
Bankruptcy Code.  Pillsbury Winthrop and its attorneys have no
connection with and no interests adverse to the Equity Committee,
the Debtors, the Debtors' creditors, the estates or any other
party-in-interest or their attorneys or accountants in matters
relating to the Debtors and their estates.

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)


SOLUTIA INC: Plans to Increase Adipic Acid Price on May 15
----------------------------------------------------------
Effective May 15, Solutia Inc. (OTC Bulletin Board: SOLUQ) will
increase the price of Adipic Acid $0.05/lb. This increase follows
the $0.05/lb price increase, which went into effect April 1, 2004,
and applies to off-list prices of adipic acid. "The price increase
is being driven by the demand for adipic acid in both the merchant
and captive markets, as well as continued high raw material
costs," stated Mike Berezo, director, Solutia Nylon Intermediates
and Business Management.

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: Nylon Industrial Fiber Price to Increase by 10% on May 15
------------------------------------------------------------------
Effective May 15, 2004 Solutia Inc. (OTC Bulletin Board: SOLUQ)
will implement an up to 10 percent price increase on all
industrial and airbag grade fiber, from 420 denier through 1890
denier, as well as air jet textured products, from 500 to 2900
denier. "Sustained increases in both raw material and energy costs
have made this price increase necessary," stated Michael Colella,
commercial director, Solutia Nylon Industrial Fibers. "Aggressive
cost reduction efforts over the past 18 months, the implementation
of Lean Manufacturing principles, and stringent use of asset
effectiveness management processes have allowed us to only
partially offset rising manufacturing costs."

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.


SR TELECOM: Streamlines Operations to Reduce Costs
--------------------------------------------------
SR Telecom(TM) Inc. (TSX: SRX; Nasdaq: SRXA) announced that it has
begun a comprehensive streamlining and restructuring initiative
that will significantly reduce its cost base. The plan calls for a
global adjustment to SR Telecom's sales, research and development,
manufacturing and support staff.

"We are taking actions to rationalize our operations in order to
return the Company to profitability," said Pierre St-Arnaud, SR
Telecom's President and Chief Executive Officer. "We are confident
that we will see a significant increase in our revenues in the
second half of 2004, and we remain committed to generating
positive net income by the fourth quarter."

Highlights of the streamlining plan include the closing of the
Company's Redmond facility, concentrating R&D activities in
Montreal, and focusing SR Telecom's operations in France on sales
and customer support. A restructuring plan is currently being
finalized with the workers' council in France.

The key resources and technology currently located in Redmond will
be transferred to Montreal.

"By concentrating our R&D efforts in Montreal, we will be able to
focus more efficiently on the continuing development of our
angel(TM) and airstar(TM) products, which have generated
considerable new opportunities for us," Mr. St-Arnaud stated. "We
will also be able to make the best use of the technology and
expertise we are bringing in from Redmond to further advance our
ongoing WiMAX and SR500ip(TM) development programs. Finally,
transferring our core resources from Redmond to Montreal will
ensure the continuity of service to our customers."

The restructuring charges associated with the plan will be
recognized as they occur in the second and third quarters of
fiscal 2004. Further details about the restructuring plan will be
made available when the Company issues its first quarter results
on May 12.

                      About SR Telecom

SR TELECOM (TSX: SRX, Nasdaq: SRXA) (S&P, B+ Corporate Credit and
Senior Unsecured Debt Ratings) is a world leader and innovator in
Fixed Wireless Access technology, which links end-users to
networks using wireless transmissions. SR Telecom's solutions
include equipment, network planning, project management,
installation and maintenance services. The Company offers one of
the industry's broadest portfolios of fixed wireless products,
designed to enable carriers and service providers to rapidly
deploy high-quality voice, high-speed data and broadband
applications. These products, which are used in over 120
countries, are among the most advanced and reliable available
today.


STEAKHOUSE PARTNERS: Reorganized Company Trades Under STKP Symbol
-----------------------------------------------------------------
Effective immediately, the new trading symbol for the common stock
of Steakhouse Partners, Inc. on the Pink Sheets has changed from
"SIZLQ.PK" to "STKP.PK". The purpose of the new symbol is to
eliminate any inadvertent confusion in the marketplace between the
Company's "old" common stock which was cancelled on December 31,
2003, and its "new" common stock issued as a result of the
Company's emergence from bankruptcy proceedings. All attempted
and/or consummated trades of the Company's cancelled "old" common
stock traded under the symbol "SIZLQ.PK" are invalid.

The Company emerged from bankruptcy on December 31, 2003 pursuant
to a plan of reorganization approved by order of the United Stated
Bankruptcy Court for the Central District in California --
Riverside Division. As a result of the Plan of Reorganization, all
shares of the Company's common stock, preferred stock, stock
options and warrants outstanding as of December 31, 2003 were
cancelled and no longer exist. On March 22, 2004, 4,500,000 shares
of the Company's "new" common stock were issued in connection with
the Company's emergence from bankruptcy. As of the date hereof,
the only validly issued and outstanding shares of the Company's
common stock are those, which have been issued by the Company
since March 22, 2004 and trade under the symbol "STKP.PK".

The trading symbol and the CUSIP Number for the "new" common stock
are STKP.PK and 857875207, respectively. Common stock certificates
bearing CUSIP Number 857875108, which historically traded under
the symbol SIZLQ.PK, are not representative of the "new" Common
stock and are not tradable.


SHURGARD STORAGE: Fitch Monitors 10K Filing & Liquidity Status
--------------------------------------------------------------
Fitch Ratings continues to monitor Shurgard Storage Centers, Inc.
closely in regards to the anticipated late filing of its 2003 10K
along with the company's current liquidity and access to capital.
Since late last year, Fitch has been in close contact with senior
management of Shurgard to stay abreast of the situation
surrounding the company's auditor, restatements and the filing of
its 2003 10K.

Fitch notes that the trustee of Shurgard's unsecured bonds has not
given the company notice of a default for its failure to meet the
filing requirements set forth in the Provision of Financial
Information in Shurgard's indenture. That being said, the trustee
or alternatively, bondholders holding at least 25% of the bonds
outstanding may require the trustee to declare a default by
sending a notice of default to Shurgard which then triggers a 60
day cure period. Fitch believes that, based on conversations with
management, Shurgard will file the required documents well within
the 60 day window if an event of default is declared and the cure
period is triggered.

Currently, Fitch does not anticipate any negative rating actions
to arise from the contemplated restatements of the historical
financials of Shurgard. The proposed restatements principally
involve the consolidation of certain unconsolidated joint ventures
which Fitch historically considered when analyzing the complete
financial profile of Shurgard on a consolidated basis.
Additionally, Fitch has historically consolidated the company's
European venture as well.

On April 16, 2004, Shurgard closed on a $100 million unsecured
term loan, which is co-terminous with the company's revolving
credit facility, with Banc of America LLC, Shurgard's lead bank,
as well as several banks that participate in the Company's
revolving credit facility. This loan together with availability
under its line of credit affords Shurgard liquidity to meet near
term financial commitments. Additionally, Shurgard also entered
into an amendment to its revolving credit facility to accommodate
the late filing of the company's 2003 Form 10-K.

Subsequent events will be monitored and evaluated by Fitch to
assess their impact on the company's access to capital and
ultimately Fitch's ratings of the company. Fitch's ratings of
Shurgard remain on Rating Watch Negative pending the outcome of
these issues.

On Nov. 19, 2003, Fitch Ratings placed Shurgard Storage Centers'
'BBB' senior unsecured notes and 'BBB-' cumulative preferred stock
ratings on Rating Watch Negative. These actions followed the
announced resignation of Shurgard's auditor, Deloitte & Touche,
effective Nov. 13, 2003. Approximately $636 million of securities
were impacted by Fitch's actions.

Shurgard is a $2 billion equity real estate investment trust
(REIT) that owns, manages and develops self storage centers in the
US and Europe. As of Sept. 30, 2003, Shurgard's worldwide
portfolio of open and operating properties consisted of 599
storage centers. As of year-end 2002, key concentrations by state
included California (14.2% of annual revenue), Texas (11.9%),
Washington (11.8%) and Virginia (7.0%).


TANDUS GROUP: Talking with Lenders to Amend Debt Covenants
----------------------------------------------------------
Tandus Group, Inc., which includes Collins & Aikman
Floorcoverings, Inc. and Subsidiaries, reports financial results
for the fourth quarter and year ended January 31, 2004.

Net sales for the year ended January 31, 2004 were $311.1 million,
a 3.1% decrease from $321.2 million in the year ended January 25,
2003. Net sales of the Company's floorcovering segment decreased
5% to $283.0 million for fiscal 2003. The decrease in the
floorcovering segment's net sales for fiscal 2003 was due to slow
demand throughout the specified commercial market in the United
States. The Company's extrusion segment's net sales increased
21.3% to $28.0 million due to the inclusion of a full year of the
extrusion operation. The extrusion operation was acquired May 8,
2002.

Selling, general and administrative expenses were $82.2 million
for fiscal 2003 compared to $72.7 million for fiscal 2002.
Included in the fiscal 2003 amount are a $2.6 million non-cash
impairment charge related to a supply agreement of the extrusion
segment, $1.5 million for a lawsuit judgment and related expenses,
$1.0 million of costs associated with an unsuccessful acquisition
and increased amortization of $0.8 million. The remaining
difference was primarily due to an increase in salaries and
benefits, sampling costs and marketing and promotional expenses
were related to the Company's new selling strategy that was
implemented beginning January 26, 2003.

Net income for fiscal 2003 was $1.2 million; a $4.6 million or
78.7% decrease from $5.8 million in fiscal 2002 primarily due to
the factors described above.

Adjusted EBITDA was $42.7 million for fiscal 2003 compared to
$53.8 million for fiscal 2002. This decline relates to the lower
revenues of the floorcovering segment and the costs associated
with the Company's selling strategy that was implemented beginning
on January 26, 2003. As a percentage of net sales, Adjusted EBITDA
was 13.7% for fiscal 2003 and 16.8% for fiscal 2002.

Net sales for the fourth quarter ended January 31, 2004 were $71.4
million, a 1.2% increase from $70.6 million in the same quarter of
fiscal 2002. Net sales for the Company's floorcovering segment
increased 2.4% to $64.9 million for the fourth quarter of fiscal
2003. The Company's extrusion segment net sales decreased 9.7% to
$6.5 million during the fourth quarter of fiscal 2003.

Selling, general and administrative expenses for the fourth
quarter of fiscal 2003 were $23.6 million, compared to $18.5
million for the same quarter of fiscal 2002. Included in the
fiscal 2003 amount is a $2.6 million non-cash impairment charge
related to a supply agreement of the extrusion segment, $1.0
million for a lawsuit judgment and related legal expenses, and
$0.2 million of costs associated with an unsuccessful acquisition.
The remaining difference was primarily related an increase in
costs related to the Company's new selling strategy that was
implemented beginning January 26, 2003.

The net loss for the fourth quarter ended January 31, 2004 was
$(3.8) million as compared to a net loss of $(0.9) million in the
same quarter of fiscal 2002, primarily due to the factors
mentioned above.

Adjusted EBITDA for the fourth quarter of fiscal 2003 was $4.9
million, compared to $8.9 million for the same quarter of fiscal
2002. This decline relates to lower profitability of the extrusion
segment, increased legal and professional fees and the lawsuit
judgment, and costs associated with the Company's selling strategy
that was implemented beginning January 26, 2003.

At January 31, 2004, the Company had total debt of $209.3 million,
of which $1.8 million was current. Total cash and cash equivalents
were $11.0 million and revolver borrowing availability was $48.9
million as of January 31, 2004. The Company voluntarily prepaid
$20.0 million of its term loans during fiscal 2003, leaving a
balance of $31.0 million outstanding. For fiscal 2003, capital
expenditures were $8.8 million, compared to $9.0 million for
fiscal 2002.

"Business conditions remained difficult during 2003, but we
continued to pay down debt and are pleased with how we are
positioned strategically," commented Mac Bridger, CEO of Tandus.
"Interim 2004 results suggest strengthening across our business
relative to prior year, with revenue ahead 11.3% and strong
comparative backlog through March."

The Company was in compliance with all covenants of the Senior
Credit Facility as of January 31, 2004. Certain of the covenants
become more restrictive in fiscal 2004, and it is likely that the
Company will not be in compliance with at least one of these
covenants during fiscal 2004,which may occur as early as the end
of its first quarter. The Company is presently in discussions with
its lenders to obtain revised covenants to allow it to remain in
compliance in fiscal 2004, and expects, based on these
discussions, that it will be able to obtain revised covenants. If
management is unsuccessful in negotiating revised covenants and if
the Company does not meet its fiscal 2004 covenants, the lenders
will be able to exercise all of their remedies under the Senior
Credit Facility, including declaring all outstanding borrowings
immediately due and payable. The acceleration of the Company's
borrowings under the Senior Credit Facility would constitute an
event of default under the Company's 9 3/4% Senior Subordinated
Notes. In addition, the Company will no longer be able to borrow
any additional amounts under the Senior Credit Facility in the
event it is not in compliance with any of the covenants in the
Senior Credit Facility.

"Given our strong credit statistics, including current senior
leverage of less than 1.0x Adjusted EBITDA and interest coverage
of approximately 2.0x, and positive momentum in our business, we
are confident of our ability amend our senior credit facility on
acceptable terms," stated Bridger.

Because the Company was in compliance throughout fiscal 2003 and
was in compliance at January 31, 2004, and expects to obtain
revised covenants that will allow it to remain in compliance in
fiscal 2004, the Company has classified the outstanding balance
($31.0 million) of the Senior Credit Facility as long term debt in
its consolidated balance sheet. The Company is delaying the filing
of its Annual Report on Form 10-K, as required by our indenture
relating to our Senior Subordinated Notes, until such time as it
has secured an amendment to its senior credit facility.

                        About Tandus

Reaching together to provide customized interiors solutions for
its customers, Tandus unites three specialized commercial flooring
brands -- C&A Floorcoverings, Crossley Carpet Mills and Monterey
Carpets. Working in tandem with one another, Tandus draws upon
each brand's individual strengths to offer its customers single-
source product design and technology, comprehensive services, and
environmental leadership. Based in Dalton, GA., Tandus is a global
commercial floorcoverings company. More information can be found
online at http://www.tandus.com/


TENNECO AUTOMOTIVE: Launches Sr. Debt Offer & Consent Solicitation
------------------------------------------------------------------
Tenneco Automotive (NYSE: TEN) announced that it has commenced a
cash tender offer and consent solicitation for its $500,000,000
aggregate principal amount of 11-5/8% Senior Subordinated Notes
due 2009.

Tenneco Automotive is launching this tender offer and consent
solicitation as part of its transaction announced on April 16,
2004, designed to reduce the company's leverage and annual
interest expense.

The offer will expire at 12:00 midnight, New York City time, on
Thursday, May 27, 2004, unless extended or earlier terminated.
Holders tendering their notes will be required to consent to
certain proposed amendments to the indenture governing the notes,
which will, among other things, eliminate substantially all of the
restrictive covenants, amend the satisfaction and discharge
provisions and eliminate certain events of default provisions in
the indenture. The consent solicitation will expire at 5:00 p.m.
New York City time, on Thursday, May 13, 2004, unless extended or
earlier terminated.

Note holders who validly tender their notes before the consent
solicitation expires will receive the total consideration of
$1,095.50 per $1,000 principal amount of notes. The total
consideration includes a consent payment of $30.00 per $1,000
principal amount of notes. Note holders who validly tender their
notes after the consent solicitation expires and before the offer
expires will receive as payment for the notes $1,065.50 per $1,000
principal amount of notes, which is the total consideration less
the $30.00 per $1,000 consent payment. In either case, note
holders who validly tender their notes will be paid accrued and
unpaid interest up to, but not including, the date of payment for
the notes.

The offer is subject to meeting certain conditions, including the
company's receipt of tenders of notes representing a majority of
the principal amount of the notes outstanding, execution of a
supplemental indenture incorporating the proposed amendments,
consent of the company's senior bank lenders to permit the consent
solicitation on the terms proposed and the receipt of financing on
terms acceptable to Tenneco Automotive in an amount sufficient to
complete the offer. The terms of the offer are described in
Tenneco Automotive's Offer to Purchase and Consent Solicitation
Statement, dated April 30, 2004, which may be obtained from Global
Bondholder Services, at (866) 873-7700 (US toll-free) or (212)
430-3774.

Tenneco Automotive has engaged Banc of America Securities LLC and
J.P. Morgan Securities Inc. to act as dealer managers in
connection with the offer and solicitation agents in connection
with the consent solicitation. Questions regarding the offer or
consent solicitation may be directed to Banc of America Securities
LLC, High Yield Special Products, at 888-292-0070 (US toll-free)
or 212-847-5834 or J.P. Morgan Securities, High Yield Capital
Markets, at 212-270-9153.

                     Company Information

Tenneco Automotive is a $3.8 billion manufacturing company with
headquarters in Lake Forest, Illinois and approximately 19,200
employees worldwide. Tenneco Automotive is one of the world's
largest designers, manufacturers and marketers of emission control
and ride control products and systems for the automotive original
equipment market and the aftermarket. Tenneco Automotive markets
its products principally under the Monroe(R), Walker(R), Gillet(R)
and Clevite(R)Elastomer brand names. Among its products are Sensa-
Trac(R) and Monroe Reflex(R) shocks and struts, Rancho(R) shock
absorbers, Walker(R) Quiet-Flow(R) mufflers, Dynomax(R)
performance exhaust products, and Clevite(R)Elastomer noise,
vibration and harshness control components.

                        *   *   *

As reported in the Troubled Company Reporter's April 21, 2004
edition, Standard & Poor's Ratings Services placed its ratings on
Tenneco Automotive Inc., including its 'B' corporate credit
rating, on CreditWatch with positive implications.

The action followed Tenneco's announcement that it has filed a
registration statement with the SEC related to its proposed public
offering of approximately $150 million, or about 11.8 million
shares of common stock. In addition, the company intends to grant
the underwriters an option to purchase additional shares to cover
allotments up to about $22.5 million. Net proceeds from the
offering, along with proceeds from a planned $400 senior
subordinated note offering will be used to purchase the company's
$500 million 11 5/8% senior subordinated notes due 2009. Tenneco
will also record a pretax charge of about $55 million for an early
tender premium and existing deferred debt issuance costs.

"While the equity offering and refinancing will only have a modest
positive impact on Tenneco's balance sheet and credit statistics,
these actions, along with the improvements the company has made
over the past two years to its credit profile, could result in
modest ratings upgrade potential," said Standard & Poor's credit
analyst Dan DiSenso.

"If improvements made to Tenneco's financial profile are
determined to be sustainable, the corporate credit rating could be
raised one notch to 'B+'," Mr. DiSenso said.


UNITED AIRLINES: Wants to Assume San Francisco Airport Lease
------------------------------------------------------------
United Airlines Inc. seeks the Court's authority to assume certain
unexpired non-residential real property leases and executory
contracts with the San Francisco International Airport.

The Debtors and the City and County of San Francisco are parties
to 28 leases and other executory agreements.  SFO is one of the
Debtors' hubs and is an important component of the Debtors'
operations network.  In 2003, the Debtors boarded over 7,500,000
passengers on nearly 83,000 flights at SFO.  SFO is the site of
the Debtors' San Francisco Maintenance Operations Center.  At
1,900,000 square feet, the MOC is the largest of its kind.  The
MOC houses the operations of Cogen, a producer of turbine-
generated electricity with annual revenues of approximately
$20,000,000.  Cogen operates a plant at SFO that produces about
200,000,000 KWH of electricity annually, which is sold to Pacific
Gas & Electric Company.

As a result of extensive negotiations, SFO and the Debtors
reached a Cure Stipulation Agreement that provides for:

   (1) the Debtors' assumption of the Leases curing all defaults;

   (2) the amortization of the Debtors' cure costs over three
       years at a "favorable rate of interest";

   (3) the settlement of environmental clean-up obligations at
       SFO;

   (4) an option for the Debtors to extend the MOC Lease for 10
       years;

   (5) a long-term lease of the "Superbay Hangar," which includes
       discounted overnight parking for six aircraft; and

   (6) the construction by SFO of a corridor between the
       domestic and international concourses, allowing the
       Debtors to eliminate a bus operation to be replaced with a
       fixed connector.

Mr. Sprayregen states that SFO's economic concessions will
provide financial and operational benefits to the Debtors.  These
benefits exceed the value of anything the Debtors are giving up.  
Initial rent will be $2,510,492 per year.  The Debtors will pay a
total of $9,945,393, with an initial payment of $937,000 to
Swinerton Construction Company and the remaining $9,008,393 due
to SFO.  The SFO Payment will be amortized over 36 months at a
2.5% annual interest rate.  The Debtors will replace the current
cash deposit held by SFO with a $22,523,642 Letter of Credit.

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


UTEX INDUSTRIES: Employs Bracewell & Patterson as Attorneys
-----------------------------------------------------------
Utex Industries, Inc., is asking permission from the U.S.
Bankruptcy Court for the Southern District of Texas, Houston
Division, to employ Bracewell & Patterson, L.L.P., as its counsel
in its on-going chapter 11 restructuring.

The Debtor believes that Bracewell & Patterson possesses extensive
knowledge and expertise in the areas of law relevant to this case.
The Debtor expects Bracewell & Patterson to:

   a) advise the Debtor with respect to its rights, duties and
      powers in this case;

   b) assist and advise the Debtor in its consultations relative
      to the administration of this case;

   c) assist the Debtor in analyzing the claims of the creditors
      and in negotiating with such creditors;

   d) assist the Debtor in its analysis of and negotiations with
      any third party concerning matters relating to, among
      other things, the terms of the proposed prepackaged plan
      of reorganization;

   e) represent the Debtor at all hearings and other
      proceedings;

   f) review and analyze all applications, orders, statements of
      operations and schedules filed with the Court and advise
      the Debtor as to its propriety;

   g) assist the Debtor in preparing pleadings and applications
      as may be necessary in furtherance of the Debtor's
      interests and objectives; and

   h) perform such other legal services as may be required and
      are deemed to be in the interests of the Debtor in
      accordance with the Debtor's powers and duties as set
      forth in the Bankruptcy Code.

William A. (Trey) Wood, III, Esq., reports that the firm will
charge the Debtor its current hourly rates of:

         Designation            Billing Rate
         -----------            ------------
         partners               $300 - $600 per hour
         associates             $125 - $325 per hour
         paralegals and clerks  $100 - $145 per hour

The current hourly rates for the bankruptcy attorneys and
paralegals that may work on this matter are:

         Professional                 Billing Rate
         ------------                 ------------

         William A. (Trey) Wood, III  $415 per hour
         Mark W. Wege                 $390 per hour
         Marcy E. Kurtz               $425 per hour
         Stephanie S. Rosenberg       $230 per hour
         Courtney A. Tippy            $230 per hour
         Jeremy A. Mouton             $190 per hour
         Toni Silva                   $145 per hour
         Jean Woods                   $145 per hour

Headquartered in Houston, Texas, Utex Industries, Inc.
-- http://www.utexind.com/-- has been in the fluid sealing  
industry since 1940. It has expanded its market base to include:
oil and gas, petrochemical, pulp and paper, power generation,
fossil and nuclear fuel, agriculture, municipalities and a variety
of other industries. The Company filed for chapter 11 protection
on March 26, 2004 (Bankr. S.D. Tex. Case No.
04-34427).  William A. Wood III, Esq., at Bracewell & Patterson,
LLP represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed over
$10 million in estimated assets and over $100 million in estimated
debts.


WINSTAR: Trustee Agrees to Resolve Marconi Adversary Proceeding
---------------------------------------------------------------
Winstar Communications, Inc.'s Chapter 7 Trustee Christine C.
Shubert asks the Court to approve a settlement of a certain
avoidance action with Marconi Communications, Inc., and its
affiliate, Marconi Communications Optical Networks Corporation,
pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure.

On April 16, 2003, the Trustee commenced an adversary proceeding
against Marconi to recover certain preferential transfers
pursuant to Sections 547 and 550 of the Bankruptcy Code.  Marconi
asserted various defenses against the Trustee's claim.  To avoid
the costs of protracted litigation, the Trustee and Marconi
decided to settle their dispute.

Pursuant to the Court's November 6, 2002 Order, the Trustee is
permitted to settle certain avoidable preference recovery
controversies pursuant to Rule 9091(b) and Sections 105(a) and
363(b), without seeking further Court approval.  However the
Avoidance action against Marconi falls outside the Ongoing
Authority Order, and therefore requires the Court's approval.

The Trustee's complaint against Marconi asserted a gross
preference amount of $810,092.  Marconi provided evidence of
statutory new value and demonstrated that certain payments were
made in the ordinary course of business.

The salient terms of the Settlement Agreement are:

   (1) Marconi will pay $100,000 to the Trustee in full and final
       satisfaction of the Avoidance claim;

   (2) The Settlement amount will be paid by negotiable check to
       the Trustee and delivered to her counsel, Raymond H.
       Lemisch, Esq., Adelman Lavine Gold and Levin, PC, 919 N.
       Market Street, Suite 710, Wilmington, Delaware 19801;

   (3) The Trustee and Marconi will execute mutual releases;

   (4) In the event that Marconi fails to make the payment in
       good funds, the Trustee will be authorized to file an
       order, under certification of counsel, which grants
       judgment in favor of the Trustee and against Marconi for
       $810,092;

   (5) Marconi will be granted a general, prepetition unsecured
       claim for $100,000 against the Winstar Estates for the
       payment.  This Settlement Agreement will not affect in
       anyway any proof of claim that will be filed by Marconi in
       these Bankruptcy Proceedings; and

   (7) The Trustee will dismiss the Adversary Proceeding.

Mr. Lemisch assures the Court that the settlement of the
Avoidance action against Marconi is in the best interest of the
estate and all of the creditors, reasonable and within the
Trustee's sound business judgment.  The Settlement will eliminate
the potentially high costs of litigation and the uncertainty of
success in light of Marconi's asserted defenses. (Winstar
Bankruptcy News, Issue No. 55; Bankruptcy Creditors' Service,
Inc., 215/945-7000)  


WOMEN FIRST: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Women First HealthCare, Inc.
        5355 Mira Sorrento Place
        San Diego, California 92121

Bankruptcy Case No.: 04-11278

Type of Business: The Debtor is a specialty pharmaceutical
                  company dedicated to improving the health and
                  well-being of midlife women.
                  See http://www.womenfirst.com/

Chapter 11 Petition Date: April 29, 2004

Court: District of Delaware

Judge: Mary F. Walrath

Debtor's Counsel: Michael R. Nestor, Esq.
                  Sean Matthew Beach, Esq.
                  Young Conaway Stargatt & Taylor
                  The Brandywine Building
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, DE 19899
                  Tel: 302-571-6600
                  Fax: 302-571-1253

Total Assets: $49,089,000

Total Debts:  $73,590,000

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Whitney & Co, LLC             Loan                   $18,733,365
177 Broad Street
Stamford, CT 06901

CIBC WMC Inc.                 Loan                   $18,701,117
425 Lexington Ave
New York, NY 10017

Elan Pharmaceuticals          Royalties Loan         $12,943,753
  Ireland Ltd.
WIL House
Shannon Business Park
Shannon Co Clare Ireland

McKesson Drug Co.             Product Returns         $5,812,535
One Post Street               Rebates
San Francisco, CA 94104

Wyeth Pharmaceuticals, Inc.   Loan Trade debt         $5,145,424
555 East Lancaster Ave
St. Davids, PA 19087

Medco                         Rebate Contract         $2,864,542
100 Parson Pond Dr.
Franklin Lakes, NJ 07917

Bristol Meyers Squibb         Trade debt              $1,757,188
P.O. Box 400
Princeton, NJ 08543

AmeriSource Bergen Group      Product Returns         $1,228,556
1300 Morris Drive
Chesterbrook, PA 19087

AdvancePCS, Inc.              Rebate Contract           $619,336
5701 Green Valley Dr.
Minneapolis, MN 55437

QK HealthCare, Inc.           Product Returns           $589,626
2060 Ninth Ave
Ronkonkoma, NY 11779

Hoffmann-La Roche, Inc.       Trade Debt                $581,683
340 Kingsland Street
Nutley, NJ 07110

Laboratoires Fournier SA      Trade Debt                $328,593
50 rue de Dijon 21121
Daix, France

Mallinckrodt, Inc.            Trade Debt                $264,258
171 Railroad Ave
Hobart, NY 13788

Mutual Pharmaceutical Co.,    Trade Debt                $239,617
Inc.

Express-Scripts, Inc.         Rebate Contract           $182,841

CVS Pharmacy, Inc.            Product Returns           $154,655

Cardinal Health               Product Returns           $117,739

Pharmaceutics International   Trade Debt                $105,000
Inc.

UPS Supply Chain Solutions    Trade Debt                $101,815

Caremark, Inc.                Product Returns            $84,365
                              Rebate Contract


YOUTHSTREAM MEDIA: Joseph Corso, Jr. Discloses 9.4% Equity Stake
----------------------------------------------------------------
Joseph Corso Jr. beneficially owns 3,750,000 shares of the common
stock of YouthStream Media Networks, Inc., representing 9.40% of
the outstanding common stock shares of the Company.  Mr. Corso
holds sole voting power over the three million seven, hundred
fifty thousand shares.

YouthStream Media Networks, Inc. -- whose December 31, 2003
balance sheet shows a total stockholders' deficit of $11,364,000
-- operates a retail business, Beyond the Wallr (also known as
Trent Graphics), which sells decorative wall posters and related
items through a chain of retail stores and on-campus sales events.


* FindProfit.com Initiates Coverage on Troubled Telecom Companies
-----------------------------------------------------------------
FindProfit -- http://www.findprofit.com/-- an investment service  
that delivered a +67% audited return in 2003, announced that it
has provided to trial and paid subscribers investment coverage of
the telecommunications sector, including coverage of Global
Crossing (Nasdaq:GLBC) and SBC Communications (NYSE:SBC).

FindProfit's investment outlook examines the telecommunications in
the wake of first quarter earnings report, the exit of MCI from
bankruptcy and GLBC's recent announcements, including coverage of
Verizon (NYSE:VZ) and BellSouth (NYSE:BLS).

All paid and trial FindProfit subscribers can now receive
immediate access to FindProfit's exclusive reports and ongoing
commentary and analysis. As a trial or paid subscriber, you'll
also gain access to our latest investment moves. Start your 30-day
free trial today:

      http://www.findprofit.com/subscribe.php3?refer=zone125

FindProfit's outlook looks at the following questions:

-- Will GLBC's recent disclosure that it needs to once again
   restate its financial results force the company to look outside
   of virtual parent Singapore Technologies Telemedia for more
   funding?

-- Does GLBC need more than $100 million promised by STT now that
   it will have to undergo further restructuring?

-- Will Mexican billionaire and SBC Director Carlos Slim continue
   to buy shares of GLBC on the open market?

-- With large stakes in GLBC and MCI, a seat on SBC's board and a
   controlling stake in Telmex, is Carlos Slim planning a massive
   upheaval of the North American telecom sector?

-- How does the reemergence from bankruptcy of MCI affect the
   telecom sector?

-- Will VZ, BLS and SBC continue to see DSL gains as landline
   revenues fall? Or, will the cable companies begin to eat away
   at DSL momentum with increased service offerings such as voice-
   over-Internet-protocol?

                           AND MORE

Sign up now for a 30-day free trial to FindProfit and you'll gain
instant access to FindProfit's in-depth coverage of the media,
tech, telecom and energy sectors, as well as our full "as it
happens" investment commentary and comprehensive model portfolios,
by clicking here:

      http://www.findprofit.com/subscribe.php3?refer=zone125

                   About FindProfit.com

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love the stock market. As a 100% independent investment service,
FindProfit's only bias is towards making its subscribers money.
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* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total          
                                Shareholders  Total     Working   
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Airgate PCS Inc.        PCSAD      (292)         574     (363)    
Alliance Imaging        AIQ         (40)         683       44
Akamai Technologies     AKAM       (175)         280      140
Amazon.com              AMZN     (1,036)       2,162      568
Bally Total Fitness     BFT        (158)       1,453     (284)
Blount International    BLT        (397)         400       83
Caraco Pharm Lab        CPD         (20)          20       (2)
Cell Therapeutic        CTIC        (83)         146       72
Centennial Comm         CYCL       (579)       1,447      (99)
Choice Hotels           CHH        (118)         267      (42)
Cincinnati Bell         CBB        (640)       2,073      (47)     
Cubist Pharmaceuticals  CBST        (18)         223       91   
Delta Air Lines         DAL        (384)      26,356   (1,657)
Deluxe Corp             DLX        (298)         563     (309)
Diagnostic Imag         DIAM          0           20       (3)     
Echostar Comm           DISH     (1,033)       7,585    1,601
Education Lending Group EDLG         (2)       3,584      N.A.                
Graftech International  GTI         (97)         967       94   
Imax Corporation        IMAX       (104)         243       31
Imclone Systems         IMCL       (271)         382       (3)
Kinetic Concepts        KCI        (246)         665      228
Lodgenet Entertainment  LNET       (129)         283       (6)
Lucent Technologies     LU       (3,371)      15,765    2,818        
Memberworks Inc.        MBRS        (20)         248      (89)   
Millennium Chem.        MCH         (46)       2,398      637  
Moody's Corp.           MCO         (32)         941      137
McDermott International MDR        (363)       1,249      (24)
McMoRan Exploration     MMR         (31)          72        5
Maxxam Inc.             MXM        (582)       1,107      133     
Northwest Airlines      NWAC     (1,775)      14,154     (297)   
Nextel Partner          NXTP        (13)       1,889      277  
ON Semiconductor        ONNN       (498)       1,161      212   
Pinnacle Airline        PNCL        (48)         128       13       
Primus Telecomm         PRTL        (96)         751      (26)
Per-Se Tech Inc.        PSTI        (21)         171       (1)
Qwest Communications    Q        (1,016)      26,216   (1,132)   
Revlon Inc.             REV      (1,726)         892      (32)
Sepracor Inc            SEPR       (619)       1,020      256
St. John Knits Int'l    SJKI        (65)         234       69
I-Stat Corporation      STAT          0           64       33     
Syntroleum Corp.        SYNM         (2)          47       14
Triton PCS Holdings     TPC        (180)       1,519       52     
UST Inc.                UST        (115)       1,726      727
Valence Tech            VLNC        (17)          36        4
Vector Group Ltd.       VGR          (3)         628      142
Western Wireless        WWCA       (224)       2,522       15   


                           *********

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.

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