TCR_Public/040506.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, May 6, 2004, Vol. 8, No. 89

                           Headlines

388 CRESCENT STREET: Voluntary Chapter 11 Case Summary
ADMIRAL CASINO: Isle of Capri Purchase Pact Terminated
AIR CANADA: Court Approves Equity Solicitation Process
AIR CANADA: Names Michael Welch General Manager -- Toronto Airport
AIRNET COMMUNICATIONS: Receives $1.1 Million in Purchase Orders

ALDO HAT CORP: Case Summary & 8 Largest Unsecured Creditors
ALICE'S WONDERLAND: Case Summary & 12 Largest Unsecured Creditors
AMC ENTERTAINMENT: Offering to Exchange Up to $300MM 8% Sr. Notes
AMERICAN COMPUTER: Case Summary & 20 Largest Unsecured Creditors
AMERICAN HOMEPATIENT: Shareholder Deficit Tops $33MM at March 31

AMERICAN RESTAURANT: S&P Lowers Ratings to D After Missed Payment
AMERICAN SEAFOODS: Extends Tender Offer, Yet Again, to May 24
ARLINGTON HOSPITALITY: Renews $4 Mil Credit Line with LaSalle Bank
ARLINGTON: Hotel Landlord Agrees to Extend Temporary Lease Pact
ARMOR HOLDINGS: Files $500 Million Shelf Registration with SEC

ASPEN DAIRY: Section 341(a) Meeting Scheduled on May 21, 2004
B&G FOODS: S&P Cuts Corporate & Sr. Ratings to Low-B & Junk Levels
BEVSYSTEMS: Files Motion to Convert Involuntary to Chapter 11
BIOGAN INTERNATIONAL: Young Conaway Serves as Bankruptcy Counsel
BROAD INDEX: S&P Removes Affirmed B+/BBB Ratings from CreditWatch

CHARACTER KIDS: Case Summary & 20 Largest Unsecured Creditors
CLEAN HARBORS: S&P Rates Planned $30MM Sr. Secured Facility at BB+
COMMSCOPE INC: Posts $16.4 Million Net Loss for First Quarter 2004
DIAMOND JO: S&P Raises Ratings to B+ and Removes Credit Watch
DII INDUSTRIES: Halliburton Reports First Quarter 2004 Results

DIRECTV GROUP: First Quarter Net Loss Balloons to $639 Million
DIRECTV: Latham & Watkin Wants Remaining $871K Final Fee Payment
ENRON: Court Adopts Procedures for Small Receivable Recoveries
EXIDE TECHNOLOGIES: Emerges from Chapter 11 Protection
EXIDE TECH: New Stock Begins Trading on Nasdaq Under 'XIDE' Symbol

FEDERAL-MOGUL: Disclosure Statement Hearing Set For May 11, 2004
FIRST PACIFIC FOOD: Voluntary Chapter 11 Case Summary
FLEMING COS: Expects to File Reorganization Plan Within the Week
FOOTSTAR: HSR Waiting Period for Foot Locker Purchase Expires
GENERALROOFING: Republic Financial Unit Acquires Controlling Stake

GEORGIA-PACIFIC: Improved Liquidity Spurs S&P's Stable Outlook
GEORGIA-PACIFIC: Elects K. Horn & W. Johnson as New Directors
GETTY PETROLEUM: S&P Assigns Low-B Ratings with Stable Outlook
GLOBAL CROSSING: Reviewing 2002 & 2003 Financial Statements
GEORGETOWN STEEL: International Steel Buying Steel Plant in June

IMPATH INC: Sells Cancer Testing Division to Genzyme for $215MM
INTERNATIONAL BIOCHEMICAL: Employs Jesse Blanco as Attorney
IT GROUP: Iron Mountain Asks Court To Compel $664,721 Payment
KAISER ALUMINUM: Projects $120 Million Chapter 11 Exit Costs
KERZNER INTERNATIONAL: S&P Places Ratings on Watch Negative

KMART CORP: Replacing Trumbull with Alixpartners as Claims Agent
LIBERTY MEDIA: Releasing Q1 Supplemental Financial Info on Monday
LTWC: Michael Arons Appointed Ch 11 Liquidating Plan Administrator
MCWATTERS: Selling Sigma-Lamaque to Century Mining for $26 Million
MOST HOME CORP: Needs More Capital to Sustain Operations

NATIONAL CENTURY: Court Approves Provident Settlement Agreement
NEWPOWER: N.D. Ga. Bankruptcy Court Okays Class Action Settlement
NORTHWESTERN CORP: Alliance Members End Joint Acquisition Efforts
ON SEMICONDUCTOR: Shareholders to Meet on May 19 in Phoenix, Ariz.
OWENS CORNING: Commercial Panel Presses for Document Production

PARMALAT GROUP: U.S. Debtors File Schedules & Statements
PG&E CORPORATION: Releases First Quarter 2004 Financial Results
PILLOWTEX: Selling North Carolina Facility To TBMA For $1.4 Mil.
QWEST COMMS: Stockholders' Deficit Climbs to $1.25B at March 31
RIGGS NATIONAL: S&P Lowers Ratings & Maintains Negative Outlook

RS GROUP: Secures $8.5 Million Equity Financing
SAMSONITE: S&P Rates Senior Unsecured & Subordinated Debt at B+/B-
S B S AND COMPANY: Voluntary Chapter 11 Case Summary
SOUTHWALL TECH: Q1 2004 Teleconference to Be Webcast on May 10
SPEIZMAN: Chicago Dryer Terminates Exclusive Distributorship Pact

STRUCTURED ASSET: Fitch Assigns BB Rating to $9.15MM Class B Notes
TWODAYS: Wants Lease Decision Deadline Extended through Aug. 6
UAL: Inks Stipulation Allowing Wachovia To Use $715,000 Collateral
UTEX INDUSTRIES: Wants to Continue Hiring Ordinary Course Profs.
WELLSFORD REAL: Incurs $7.5 Million Net Loss in First Quarter 2004

WILLIAM LYON: S&P Upgrades Corporate Credit Rating to B+
WOOD PRODUCTS: Completing Purchase Contract with Offshore Group

* Research and Markets Launches New Guide on Corporate Governance

                           *********


388 CRESCENT STREET: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: 388 Crescent Street Corporation
        350 5th Avenue, Suite 5211
        New York, New York 10001

Bankruptcy Case No.: 04-13066

Chapter 11 Petition Date: May 4, 2004

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Peter J. Mollo, Esq.
                  266 Smith Street
                  Brooklyn, NY 11231
                  Tel: 718-858-3401
                  Fax: 718-858-3035

Total Assets: $1,500,000

Total Debts:  $665,000

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


ADMIRAL CASINO: Isle of Capri Purchase Pact Terminated
------------------------------------------------------
Isle of Capri Casinos, Inc. (Nasdaq: ISLE) officials announced
that the agreement to purchase The Admiral casino riverboat in St.
Louis, Missouri from The President Riverboat Casino-Missouri, Inc.
has been terminated by the mutual agreement of the parties.

Timothy M. Hinkley, president and COO of Isle of Capri, said, "We
will continue to monitor the Admiral's ongoing bankruptcy
proceedings; however, we intend to focus our efforts toward
obtaining Missouri Gaming Commission approval of our two St.
Louis-area projects, which we believe will provide approximately
$196 million more in tax revenues over five years than any other
proposal which is currently pending before the gaming commission."

Isle of Capri Casinos, Inc., a leading developer and owner of
gaming and entertainment facilities, operates 16 casinos in 14
locations. The company owns and operates riverboat and dockside
casinos in Biloxi, Vicksburg, Lula and Natchez, Mississippi;
Bossier City and Lake Charles (2 riverboats), Louisiana;
Bettendorf, Davenport and Marquette, Iowa; and Kansas City and
Boonville, Missouri. The company also owns a 57 percent interest
in and operates land-based casinos in Black Hawk (two casinos) and
Cripple Creek, Colorado. Isle of Capri's international gaming
interests include a casino that it operates in Freeport, Grand
Bahama, and a two-thirds ownership interest in casinos in Dudley
and Wolverhampton, England. The company also owns and operates
Pompano Park Harness Racing Track in Pompano Beach, Florida.


AIR CANADA: Court Approves Equity Solicitation Process
------------------------------------------------------
Air Canada provides the following update on the airline's
restructuring under the Companies' Creditors Arrangement Act:

Mr. Justice James Farley of the Ontario Superior Court authorized
Air Canada to commence immediately the Equity Solicitation Process
described in the Twenty-Fifth Report of the Monitor dated April
30, 2004.

In addition, Mr. Justice Farley approved amendments to the Initial
Order expanding the Monitor's role in the restructuring.

Mr. Justice Farley reserved his decision on a motion to approve
the agreement between Deutsche Bank and Air Canada dated April 29,
2004, with respect to the amended and restated Standby Purchase
Agreement extending and increasing the rights offering available
to creditors from $450 million to $850 million.

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.


AIR CANADA: Names Michael Welch General Manager -- Toronto Airport
------------------------------------------------------------------
Air Canada has named Michael (Mike) Welch to the position of
General Manager, Toronto Airport. Based at Air Canada's offices at
Pearson International Airport in Toronto, he will be responsible
for all aspects of the airline's customer service and performance
at its main operations hub serving Canada, the United States,
Europe, Asia and Latin America. His position becomes effective May
17, 2004.

"Mike's record of providing solid leadership at one of the world's
largest airport hubs and his extensive experience in the airline
business will serve him well as he heads up our main hub
operations," said Steve Smith, Senior Vice President, Customer
Experience. "Mike's mandate is to enhance our customers'
experience, while ensuring the strong operational performance at
our brand new facilities in Toronto."

Welch joins Air Canada from Continental Airlines where he was
Managing Director, Operations, responsible for the day-to-day
operation of Continental's main Newark hub for the past six years.
He began his career in the aviation industry over thirty years ago
with Delta Air Lines. Previously at Continental he held the
position of Director, Airport Operations at Continental's
headquarters in Houston, where he was responsible for procedures,
operations, aircraft appearance, emergency response and other
operational duties on a system-wide basis.

Air Canada and Air Canada Jazz operate up to 650 daily arrivals
and departures from Toronto serving more than 100 destinations.
Air Canada makes up approximately 70 per cent of all of Toronto
Pearson's traffic and 35 per cent of Air Canada's operations are
based in Toronto. In addition, Air Canada contributes $3 billion
directly and indirectly to the local economy and has more than
13,000 employees based in Toronto, serving up to 50,000 passengers
everyday.

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 COMMUNICATIONS: Receives $1.1 Million in Purchase Orders
---------------------------------------------------------------
AirNet Communications Corporation (Nasdaq:ANCC), the technology
leader in base station products for wireless communications,
announced that an existing, undisclosed customer has placed orders
for approximately $1.1 million which includes multiple AdaptaCell
compact, outdoor base stations and AirSite Backhaul Free TripCap
base stations. The equipment will be utilized to provide GSM
service on an island in the Asia-Pacific region. AirNet plans to
ship these purchase orders in the second, third and fourth
quarters of this year.

Powered by AirNet's broadband, SDR technology, the AdaptaCell
compact, outdoor base station offers the same twelve carrier,
ninety-six traffic channel capacity of the flagship AdaptaCell
4000 base station in an all weather outdoor package small enough
to allow pole mounting. In addition, the AdaptaCell compact,
outdoor base station operates on either A/C power, in its minimal
configuration, or DC power and supports SuperCapacity adaptive
array technology and high-speed data.

"The AdaptaCell compact, outdoor base station combines all the
benefits and flexibility of the AdaptaCell SDR technology while
providing GSM operators with reduced capital and operating
expenditures," said Timothy J. Mahar, Vice President of Sales for
AirNet. "We will continue to listen to our customers and look for
ways in which our products can enhance their bottom line with our
``future-proof' broadband, SDR technology."

"We are committed to delivering advanced GSM solutions that are
compact, rapidly deployable, and cost-reduced," said Thomas R.
Schmutz, Vice President of Engineering for AirNet Communications
Corporation. "We have embraced the philosophy of doing more with
less over the last twelve months and maintained a sharp focus on
our customer BTS needs. The result is the release of the
AdaptaCell 4000 product line including the SuperCapacity adaptive
array software feature, the RapidCell base station, and the
AdaptaCell compact, outdoor BTS."

                        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.


ALDO HAT CORP: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Aldo Hat Corporation
        1 Main Street
        Beacon, New York 12508

Bankruptcy Case No.: 04-36084

Type of Business: The Debtor is a manufacturer of designer
                  millinery.  See http://www.aldohats.com/

Chapter 11 Petition Date: May 4, 2004

Court: Southern District of New York (Poughkeepsie)

Judge: Cecelia G. Morris

Debtor's Counsel: Thomas Genova, Esq.
                  Genova & Malin
                  Hampton Business Center
                  1136 Route 9
                  Wappingers Falls, NY 12590
                  Tel: 845-298-1600
                  Fax: 845-298-1265

Total Assets: $692,905

Total Debts:  $1,292,886

Debtor's 8 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Dorel Hat Co., Inc.                      $1,236,737
1 Main Street
Beacon NY 12508

CCJM                                        $28,150

The Travelers                               $11,123

Zada Specialty Corp.                         $7,425

LMA Sales                                    $4,312

Quantum International                        $2,719

Specialty Trade Shows, Inc.                  $2,420

Bank of New York                                  1


ALICE'S WONDERLAND: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Alice's Wonderland
        1120 East Sixth Street
        Casa Grande, Arizona 85222

Bankruptcy Case No.: 04-02002

Type of Business: The Debtor specializes in the treatment of drug
                  dependency and alcoholism.
                  See http://www.aliceswonderland.org/

Chapter 11 Petition Date: April 23, 2004

Court: District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsel: James J. Everett, Esq.
                  Law Offices of James J. Everett
                  2999 North 44th Street, #225
                  Phoenix, AZ 85018
                  Tel: 602-230-2212
                  Fax: 602-274-8761

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 12 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Advanta Bank Corp.                          $26,754

Wells Fargo                                 $24,467

MBNA America                                $20,364

Discover Bank                               $16,109

Bank One                                    $13,281

Fleet                                       $10,036

Peoples Bank                                 $8,261

AM.EX. Open                                  $7,496

Sam's Club                                   $6,915

Officemax Credit Plan                        $3,392

Home Depot Credit Services                   $2,868

Recovery Together Co.                          $750


AMC ENTERTAINMENT: Offering to Exchange Up to $300MM 8% Sr. Notes
-----------------------------------------------------------------
AMC Entertainment Inc. is offering to exchange up to $300,000,000
aggregate principal amount of its 8% Exchange Senior Subordinated
Notes due March 1, 2014, which are registered under the Securities
Act of 1933, as amended, for an equal principal amount of its
outstanding 8% Senior Subordinated Notes due March 1, 2014 which
were issued on February 24, 2004 in a private sale.

The exchange offer is subject to certain customary conditions,
which the Company may waive.

The exchange offer is not conditioned upon any minimum principal
balance of the initial notes being tendered for exchange.

Persons may withdraw tenders of initial notes at any time before
the exchange offer expires.

All initial notes that are validly tendered and not withdrawn will
be exchanged for exchange notes.

Initial notes may only be tendered in denominations of $1,000 and
integral multiples thereof.

The Company will not receive any proceeds from, and no underwriter
is being used in connection with, the exchange offer.

The terms of the exchange notes are substantially identical to the
terms of the initial notes, except that the exchange notes will
not have any transfer restrictions or registration rights.

There is no existing market for the exchange notes to be issued
and AMC does not intend to apply for their listing on any
securities exchange.

AMC is the largest movie exhibitor in the U.S. based on revenueand
the second-largest based on screen count. It has one of
theindustry's most modern theater circuits due to its
rapidexpansion and consistent disposition activity since 1995.

As reported in the Troubled Company Reporter's February 23, 2004
edition, Standard & Poor's Ratings Services assigned its 'CCC+'
rating to movie exhibitor AMC Entertainment Inc.'s proposed Rule
144A offering of up to $550 million in senior subordinated notes
due 2014. Proceeds will be used to pay off existing subordinated
notes and related call premiums, fees, and expenses.

At the same time, Standard & Poor's affirmed its 'B' corporate
credit rating on the company. The Kansas City, Missouri-based firm
will have about $785 million in debt, on a pro forma basis. The
outlook is positive.

"The ratings reflect AMC's financial risk as its heavy reliance on
lease financing result in high lease adjusted leverage, an
elevated fixed cost structure, and modest cash flow," said
Standard & Poor's credit analyst Steve Wilkinson. Ratings also
reflect AMC's modern theater circuit and the mature and
competitive nature of the industry.

The potential for an upgrade depends on AMC's ability to improve
key credit measures and maintain solid discretionary cash flow.
The ultimate use of AMC's excess cash balances and liquidity will
be important considerations, given its aggressive financial
strategies in the past and its interest in acquisitions. The
successful conversion of its preferred stock into common equity
could also warrant an upgrade.


AMERICAN COMPUTER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: American Computer & Digital Co.
        440 Cloverleaf Drive
        Baldwin Park, California 91706

Bankruptcy Case No.: 04-19259

Chapter 11 Petition Date: April 22, 2004

Court: Central District of California (Los Angeles)

Judge: Thomas B. Donovan

Debtor's Counsel: Robert P. Goe, Esq.
                  Goe & Forsythe LLP
                  660 Newport Center Drive Suite 320
                  Newport Beach, CA 92660
                  Tel: 949-467-3780

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
------                        ---------------       ------------
Only Components               Trade debt              $3,755,839
Attn: Credit Manager
436 Cloverland Drive
Baldwin Park, CA 91706

Century Micro Inc.            Trade debt              $2,508,183
1-17-11-Jinnan
Shibuya-Ku
Tokyo, Japan 150-0041

Ambus Corporation             Trade debt              $2,201,450
5F. No. 26 SEC. 4
Hsin-Yi Road
Taipei Taiwan, R.O.C.

LA Semiconductors, Inc.       Trade debt              $1,896,678
Attn: Credit Manager
436 Cloverleaf Drive #B
Baldwin Park, CA 91706

Datatek Microelectronics      Trade debt                $984,000
Attn: Credit Manager
353 Passo Tesoro
Walnut, CA 91789

Raylink                       Trade debt                $958,000
Attn: Credit Manager
424A Cloverleaf Drive
Baldwin Park, CA 91706

Shecom Computer               Trade debt                $841,050
Attn: Credit Manager
22951 La Palma Ave.
Yorba Linda, CA 92887

Taiwan Silicon Electronics    Trade debt                $771,825
Corp.
6F-1 No. 21, Lane 853
Taipei Taiwan, R.O.C.

Universal Buslink Corp.       Trade debt                $435,593
Attn: Credit Manager
434 Cloverleaf Drive
Baldwin Park, CA 91706

Toyota Tsusho (HK) Co., Ltd.  Trade debt                $228,000

Tech Data Corporation         Trade debt                $195,000

Datec North America, Inc.     Trade debt                 $69,509

Rosellonly, Inc.              Trade debt                 $67,535

Printing Plus                 Trade debt                 $54,769

Avnet Electronics Marketing   Trade debt                 $50,000

Datatek Microplus, Inc.       Trade debt                 $42,344

Southwest Memory              Trade debt                 $41,912
International

Downing Components, Inc.      Trade debt                 $41,428

Digital Interactive Tech.     Trade debt                 $37,931

CMP Media, Inc.               Trade debt                 $35,400


AMERICAN HOMEPATIENT: Shareholder Deficit Tops $33MM at March 31
----------------------------------------------------------------
American HomePatient, Inc. (OTC: AHOM) reported net income of
$1 million and revenues of $84.8 million for the first quarter
ended March 31, 2004.

The Company's revenues of $84.8 million for the first quarter of
2004 represent an increase of $2.3 million, or 2.8%, over the
first quarter of 2003. The Company's growth in revenues in the
first quarter of 2004 was all internally generated though its
sales and marketing efforts. Revenue in the current quarter was
reduced by approximately $1.9 million as a result of an
approximate 15.8 % reduction in the Medicare reimbursement rates
for inhalation drugs effective January 1, 2004. The sale of
inhalation drugs comprised approximately 12% of the Company's
total revenues for the first quarter of 2004.

The Company's net income of $1.0 million for the first quarter of
2004 compares to net income of $4.3 million for the first quarter
of 2003. Net income for the first quarter of 2003 included
approximately $0.9 million of reorganization items and excluded
approximately $5.0 million in non-default interest expense that
would have been incurred had the Company not sought bankruptcy
protection.

Earnings before interest, taxes, depreciation, and amortization
(EBITDA) is a non-GAAP financial measurement that is calculated as
earnings before interest, taxes, depreciation and amortization.
EBITDA for the first quarter of 2004 and for the first quarter of
2003 was $12.1 million and $10.0 million, respectively. For the
first quarter of 2004, adjusted EBITDA (calculated as EBITDA
before reorganization items and other income/expense) was $12.0
million or 14.2% of revenues. For the first quarter of 2003,
adjusted EBITDA was $11.0 million or 13.3% of revenues.

Overall, operating expenses decreased in the first quarter of 2004
compared to the first quarter of 2003 by approximately $0.2
million, primarily due to lower bad debt expense for 2004. As a
percent of revenues, bad debt expense declined from 3.8% in 2003
to 3.3% in 2004. The reduction in bad debt expense primarily is
the result of continued operational improvements and processing
efficiencies at the Company's billing centers.

At March 31, 2004, American HomePatient, Inc.'s balance sheet
shows a total shareholders' deficit of $33,290,000 compared to a
deficit of $34,249,000 at December 31, 2003.

                  Reimbursement Changes

In December 2003, the Medicare Prescription Drug, Improvement and
Modernization Act of 2003 was signed into law. Several provisions
in the Act, as described below, will have a material adverse
impact on the Company's future operating results and financial
condition.

Effective January 1, 2004, the reimbursement rate for inhalation
drugs used with a nebulizer was reduced from 95% of the average
wholesale price to 80% of the average wholesale price. Effective
January 1, 2005, the reimbursement rate for inhalation drugs is
scheduled to be further reduced to the average manufacturers'
selling price plus six percent (ASP + 6%). As this 2005
reimbursement rate will not cover the cost of providing inhalation
drugs, management believes that the Company and other providers of
inhalation drugs will exit the inhalation drug business, thereby
creating difficulties for Medicare beneficiaries to obtain these
drugs.

Also effective January 1, 2005, the reimbursement rates for 16
durable medical equipment and respiratory items will be reduced to
the median Federal Employee Health Benefit Plan rates.

The Act also includes a freeze in reimbursement rates for certain
durable medical equipment fixing reimbursement rates at those in
effect on October 1, 2003, until the roll out of a national
competitive bidding system scheduled to begin in 2007.

In addition to the reimbursement changes contained in the Act, the
executive branch of the federal government recently released the
fiscal year 2005 budget for the Department of Health and Human
Services that contained a provision to eliminate the Medicare
capped rental program. If this provision of the budget is
approved, the fourteenth and fifteenth month rental and semi-
annual maintenance payments for certain durable medical equipment
items rented to our patients would be eliminated.

Management is taking a number of steps in an effort to reduce the
expected impact of these reimbursement reductions, including
initiatives to grow revenues, improve productivity, and reduce
costs. The Company also is undertaking a number of efforts,
including lobbying lawmakers and regulators, aimed at addressing
the Medicare patient drug availability issues created by the
inhalation drug reimbursement reductions scheduled for January 1,
2005, with the hope of modifying the pricing changes for
inhalation drugs. The magnitude of the adverse impact that these
reimbursement reductions will have on the Company's future
operating results and financial condition will depend upon the
success of these efforts and there can be no assurance that these
efforts will be successful.

American HomePatient, Inc. is one of the nation's largest home
health care providers with 285 centers in 35 states. Its product
and service offerings include respiratory services, infusion
therapy, parenteral and enteral nutrition, and medical equipment
for patients in their home. American HomePatient, Inc.'s common
stock is currently traded in the over-the-counter market or, on
application by broker-dealers, in the NASD's Electronic Bulletin
Board under the symbol AHOM or AHOM.OB.


AMERICAN RESTAURANT: S&P Lowers Ratings to D After Missed Payment
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings on casual dining restaurant
operator American Restaurant Group Inc. to 'D' from 'CCC-'. The
ratings were lowered following the company's failure to pay its
May 3, 2004 semi-annual interest payment on its 11.5%
senior secured notes due 2006. The company said it has hired
Jefferies & Co. Inc. to explore capital restructuring
alternatives.

"American Restaurant has been operating with very limited
liquidity and was not generating enough EBITDA to cover its
interest expense," said Standard & Poor's credit analyst Robert
Lichtenstein. "Operating performance deteriorated due to a weak
economy, a competitive environment in the restaurant industry, and
rising beef costs."


AMERICAN SEAFOODS: Extends Tender Offer, Yet Again, to May 24
-------------------------------------------------------------
American Seafoods Group LLC and American Seafoods Finance, Inc.
announced that, as part of their previously announced tender offer
and consent solicitation for their outstanding 10 1/8% Senior
Subordinated Notes due 2010, they are extending the tender offer
expiration date. The tender offer, which had been set to expire at
5:00 p.m., New York City time, on May 3, 2004, will be extended to
5:00 p.m., New York City time, on Monday, May 24, 2004, unless
extended by American Seafoods.

The closing of the initial public offering and the other financing
transactions contemplated by the registration statement on Form S-
1 (Registration No. 333-105499) is a condition precedent to the
consummation of the tender offer. On April 30, 2004 American
Seafoods filed Amendment No. 5 to its registration statement on
Form S-1 with the Securities and Exchange Commission.

The consent expiration date was 5:00 p.m., New York City time, on
September 26, 2003. Holders who desired to receive the consent
payment and the tender offer consideration must have both validly
consented to the proposed amendments and validly tendered their
Notes pursuant to the offer on or prior to the consent expiration
date. Holders who validly tender their Notes after the consent
expiration date will receive the tender offer consideration, which
is $1,170.00 per $1,000 principal amount of Notes, but not the
consent payment. As of the close of business on September 26,
2003, which was the consent expiration date and the last day on
which validly tendered Notes could have been withdrawn, American
Seafoods had received the requisite consents to the proposed
amendments to the Indenture governing the Notes. Consequently, the
proposed amendments were incorporated in the Third Supplemental
Indenture, which was executed and delivered on September 26, 2003,
by and among American Seafoods Group LLC, American Seafoods
Finance, Inc., the guarantors listed on Schedule A thereto and
Wells Fargo Bank Minnesota, National Association, as trustee. The
proposed amendments to the Indenture, which will not become
operative unless and until the Notes are accepted for purchase by
American Seafoods, will eliminate substantially all of the
restrictive covenants, certain repurchase rights and certain
events of default and related provisions contained in such
indenture.

As of May 3, 2004, all of our existing senior subordinated notes
had been validly and irrevocably tendered.

Consummation of the offer is subject to certain conditions,
including consummation of certain financing transactions
contemplated by the registration statement on Form S-1 filed with
the Securities and Exchange Commission by American Seafoods
Corporation. Subject to applicable law, American Seafoods Group
LLC and American Seafoods Finance, Inc. may, in their sole
discretion, waive or amend any condition to the offer or
solicitation, or extend, terminate or otherwise amend the offer or
solicitation.

Credit Suisse First Boston, or CSFB, is the dealer manager for the
offer and the solicitation agent for the solicitation. MacKenzie
Partners, Inc. is the information agent and Wells Fargo Bank
Minnesota, National Association is the depositary in connection
with the offer and solicitation. The offer and solicitation are
being made pursuant to the Offer to Purchase and Consent
Solicitation Statement, dated September 15, 2003, and the related
Consent and Letter of Transmittal, each as modified by American
Seafoods' press release, dated September 24, 2003, which
collectively set forth the complete terms of the offer and
solicitation. Copies of the Offer to Purchase and Consent
Solicitation Statement and related documents may be obtained from
MacKenzie Partners, Inc. at 212-929-5500. Additional information
concerning the terms of the offer and the solicitation may be
obtained by contacting CSFB at 1-800-820-1653. Copies of the
registration statement may be obtained from the Securities and
Exchange Commission's Internet site. The site's Internet address
is www.sec.gov.

American Seafoods, headquartered in Seattle, Washington, is the
largest harvester and at-sea processor of pollock and hake and the
largest processor of catfish in the United States.


ARLINGTON HOSPITALITY: Renews $4 Mil Credit Line with LaSalle Bank
------------------------------------------------------------------
Arlington Hospitality, Inc. (Nasdaq/NM: HOST), a hotel development
and management company, announced the renewal of its operating
line of credit with LaSalle Bank N.A.

The company's operating line-of-credit has historically been a
one-year facility requiring annual renewals or replacement. On
April 30, 2004, the company renewed its operating line-of-credit
facility with LaSalle Bank N.A., for a one-year period maturing
April 30, 2005. The renewed facility has a maximum availability of
$4.0 million, and bears interest at the fixed rate of 10 percent
per annum. The maximum availability on this facility is scheduled
to step-down to $3.5 million on February 28, 2005. The renewed
line-of-credit facility contains covenants consistent with the
prior facility. As part of the renewal, the lender waived any
covenant violations that existed as of December 31, 2003.

               About Arlington Hospitality

Arlington Hospitality, Inc. is a hotel development and management
company that builds, operates and sells mid-market hotels.
Arlington is the nation's largest owner and franchisee of
AmeriHost Inn hotels, a 104-property mid-market, limited-service
hotel brand owned and presently franchised in 22 states and Canada
by Cendant Corporation (NYSE:CD). Currently, Arlington
Hospitality, Inc. owns or manages 63 properties in 15 states,
including 56 AmeriHost Inn hotels, for a total of 4,590 rooms,
with additional AmeriHost Inn & Suites hotels under development.


ARLINGTON: Hotel Landlord Agrees to Extend Temporary Lease Pact
---------------------------------------------------------------
Arlington Hospitality, Inc. (Nasdaq/NM: HOST), a hotel development
and management company, announced the extension of the temporary
letter agreement with the landlord of 21 AmeriHost Inn hotels
operated by the company.

The company remains in discussions with PMC Commercial Trust
(AMEX:PCC), regarding 21 AmeriHost Inn hotels owned by PMC, which
are leased and operated by a wholly-owned subsidiary of the
company. The company seeks to restructure the lease agreements in
order to improve operating results and cash flow with respect to
these hotels, and to agree on a plan that would transfer these
hotels to other operators through the sale of the properties.

On March 12, 2004 the company, through the wholly-owned
subsidiary, entered into a temporary letter agreement with PMC,
which expired on April 30, 2004. The temporary letter agreement
(i) provided for reduced base rent payments for the months of
March and April 2004, from approximately $445,000 per month to
$360,000 per month, with the reductions deferred until the
expiration of the temporary agreement, and (ii) allowed the
company's subsidiary to utilize $200,000 of its existing security
deposit to partially fund these base rent payments.

On April 30, 2004, the temporary letter agreement was revised to
extend its terms for one month, which reduced the base rent
payable on May 1, 2004, from approximately $445,000 to
approximately $360,000, which payment was timely made by the
company. Additionally, the deferred portion of the March, April
and May 2004 rent (approximately $264,000), plus the $200,000
needed to restore the security deposit to its March 12, 2004
balance, will be payable to PMC in four equal monthly installments
beginning June 1, 2004.

The temporary letter agreement also provides for the gathering and
sharing of certain hotel and financial information regarding the
company's operations. While the objective is to reach an agreement
prior to the expiration of the temporary letter agreement (as
revised), there can be no assurance that the leases will be
restructured on terms and conditions acceptable to the company and
its subsidiary, if at all, or that a restructuring will improve
operations and cash flow, or provide for the sale of the hotels to
third party operators.

               About Arlington Hospitality

Arlington Hospitality, Inc. is a hotel development and management
company that builds, operates and sells mid-market hotels.
Arlington is the nation's largest owner and franchisee of
AmeriHost Inn hotels, a 104-property mid-market, limited-service
hotel brand owned and presently franchised in 22 states and Canada
by Cendant Corporation (NYSE:CD). Currently, Arlington
Hospitality, Inc. owns or manages 63 properties in 15 states,
including 56 AmeriHost Inn hotels, for a total of 4,590 rooms,
with additional AmeriHost Inn & Suites hotels under development.


ARMOR HOLDINGS: Files $500 Million Shelf Registration with SEC
--------------------------------------------------------------
Armor Holdings may, from time to time, sell up to $500,000,000
aggregate initial offering price of:

   -- its debt securities, in one or more series, which may be
      either senior debt securities, senior subordinated debt
      securities, subordinated debt securities or debt securities
      with any other ranking;

   -- shares of its common stock, par value $0.01 per share;

   -- shares of its preferred stock, par value $0.01 per share, in
      one or more series;

   -- warrants to purchase its debt or equity securities; or

   -- any combination of the foregoing.

The prospectus prepared by the Company also covers guarantees, if
any, of the Company's payment obligations under any debt
securities, which may be given by certain of its subsidiaries, on
terms to be determined at the time of the offering. Armor Holdings
will provide the specific terms of these securities in supplements
to the prospectus. The prospectus supplements may also add, update
or change information contained in the current prospectus. Before
investing, one  should carefully read the prospectus, any
prospectus supplement, the documents incorporated or deemed to be
incorporated by referenced in the prospectus and the additional
information described under "Where You Can Find More Information."

The prospectus provides a general description of the securities
the Company may offer. The specific terms of the securities
offered by the prospectus will be set forth in a supplement to the
prospectus and will include, among other things:


   -- in the case of common stock, the number of shares, purchase
      price, and terms of the offering and sale thereof;

   -- in the case of preferred stock, the number of shares,
      purchase price, the designation and relative rights,
      preferences, limitations and restrictions, and the terms of
      the offering and sale thereof;

   -- in the case of debt securities, the specific designation,
      aggregate principal amount, purchase price, maturity,
      interest rate, time of payment of interest, terms (if any)
      for the subordination or redemption thereof, and any other
      specific terms of the debt securities; and

   -- in the case of warrants, the title, aggregate number, price
      at which it will be issued, exercise price, and designation,
      aggregate principal amount and terms of the securities
      issuable upon exercise of the warrants.

Armor Holdings will sell these securities directly, through
agents, dealers or underwriters as designated from time to time,
or through a combination of these methods. The Company reserves
the sole right to accept, and together with its agents, dealers
and underwriters reserves the right to reject, in whole or in part
any proposed purchase of securities to be made directly or through
agents, underwriters or dealers. If its agents or any dealers or
underwriters are involved in the sale of the securities, the
applicable prospectus supplement will set forth any applicable
commissions or discounts.

                        *   *   *

As reported in the Troubled Company Reporter's March 26, 2004
edition, Standard & Poor's Ratings Services assigned its
preliminary 'BB' rating to unsecured debt securities and
preliminary 'B+' rating to subordinated debt securities listed in
Armor Holdings Inc.'s recently filed $500 million SEC Rule 415
shelf registration. At the same time, Standard & Poor's affirmed
its other ratings, including the 'BB' corporate credit rating, on
the security products supplier. The outlook is stable.

"The ratings on Armor reflect the company's modest size and active
acquisition program, offset somewhat by leading positions in niche
markets and moderate leverage," said Standard & Poor's credit
analyst Christopher DeNicolo.

Jacksonville, Fla.-based Armor is a leading provider of law
enforcement equipment, including body armor, holsters, riot gear,
and batons, through its products division (around 55% of revenue
in 2003) and military and commercial vehicle armoring through its
Armor Mobile Security unit(43%).


ASPEN DAIRY: Section 341(a) Meeting Scheduled on May 21, 2004
-------------------------------------------------------------
The United States Trustee will convene a meeting of Aspen Dairy's
creditors at 10:30 a.m., on May 21, 2004 in Room 124 at the
Robert V. Denney Courthouse, 100 Centennial Mall North, Lincoln,
Nebraska 68508.  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 Miller, Nebraska, Aspen Dairy (a Partnership),
filed for chapter 11 protection on April 12, 2004 (Bankr. Neb.
Case No. 04-41304).  W. Eric Wood, Esq., at Downing, Alexander &
Wood represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed both
estimated debts and assets of more than $10 million.


B&G FOODS: S&P Cuts Corporate & Sr. Ratings to Low-B & Junk Levels
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and existing senior secured debt ratings on B&G Foods Inc. to 'B'
from 'B+', and lowered its existing subordinated debt ratings on
the company to 'CCC+' from 'B-'. The downgrade reflects B&G's more
aggressive financial policy following its proposed offering of
$450.8 million in Enhanced Income Securities (EIS), which consist
of common stock and debt.

At the same time, Standard & Poor's assigned its 'BB-' rating and
a recovery rating of '1' to B&G Foods' proposed $30 million senior
secured credit facility. This facility is rated two notches above
the corporate credit rating; this and the '1' recovery rating
reflect a high expectation of full recovery of principal in a
default or bankruptcy scenario.

Standard & Poor's also assigned its 'B' rating to B&G's proposed
$150 million senior unsecured notes due 2011 and a 'CCC+' rating
to the company's $205 million senior subordinated notes due in
2016. (This amount includes $180.3 million of senior subordinated
notes, which will be part of the EIS notes, and $25 million of
senior subordinated notes sold in the open market.)

The assignments of the bank loan rating, senior unsecured note
rating, and subordinated note rating are subject to review of
final documentation. Ratings for B&G's existing $150 million of
senior secured credit facilities and $220 million in senior
subordinated notes will be withdrawn upon closing of the new
securities issuances.

All ratings have been removed from CreditWatch where they were
placed April 19, 2004, following the S-1 filing by B&G Foods
stating that it planned to issue the EIS notes. These notes
comprise $270.4 million of class A common stock and $180.3 million
of senior subordinated notes. Each EIS security initially
represents one share of class A common stock and one senior
subordinated note with a $6.00 principal amount. Each EIS will
receive quarterly interest payments on the senior subordinated
notes and quarterly dividend payments on the shares of class A
common stock.

The outlook on the Parsippany, N.J.-based B&G Foods is negative.
About $393 million in lease-adjusted total debt is expected to be
outstanding at closing.

"Standard & Poor's believes that the EIS structure exhibits a more
aggressive financial policy," said Standard & Poor's credit
analyst Ronald Neysmith. "Previously, B&G had not paid a dividend
on its common stock. As a result of the EIS structure, however,
the company will be distributing roughly 90% of its cash flow,
thereby substantially reducing its financial flexibility."

In addition, although the amount of total debt will be only
slightly higher after the EIS offering, Standard & Poor's views
the common equity issued within the EIS structure to provide less
flexibility than traditional common equity issued independently
because there is a strong incentive to deliver to investors the
stated yield that is a feature of the EIS product. As a result,
the structure limits the company's ability to withstand potential
operating challenges and also reduces the likelihood for future
deleveraging.

B&G is a manufacturer, marketer, and distributor of a diversified
portfolio of food products, including branded pickles, peppers,
taco shells, salsa, hot sauces, maple syrup, salad dressing, and
other specialty food products. B&G's acquisition strategy includes
buying solid niche brands that possess either No. 1 or No. 2
positions within their categories. These products are usually
small brands owned by larger food companies and have been deemed
"noncore" by the sellers. Since 1998, the company has spent more
than $380 million on acquisitions.


BEVSYSTEMS: Files Motion to Convert Involuntary to Chapter 11
-------------------------------------------------------------
BEVsystems International, Inc. (Pink Sheets:BEVI) announced that
it has filed a motion to convert the involuntary Chapter 7
liquidation case filed against it to a reorganization proceeding
under Chapter 11 of the U.S. Bankruptcy Code. The motion is
currently pending before the U.S. Bankruptcy Court for the Middle
District of Florida.  If the motion is granted, the Company
intends to use the filing of the petition as an opportunity to
reorganize its operations.  BEVsystems notes, however, that the
motion to convert, as well as any potential plan of reorganization
that may be proposed, are subject to approval by the Bankruptcy
Court. Accordingly, no assurance can be given that BEVsystems'
operations will continue for the foreseeable future.

Rand Gray, BEVsystems' CEO, said, "This motion is the first step
in what we hope will result in the development of a plan of
reorganization that will allow the Company to move ahead with its
operations and protect shareholder interests. As we are confident
in the Company's products and prospects, we felt this step was a
necessary response to the petition filed under Chapter 7. Assuming
that the Bankruptcy Court grants our motion, the Company expects
to pursue a business plan that incorporates both the Company's
Life 02 products, as well as the newly acquired SunRayz Beverage
products."

            About BEVsystems International, Inc.

Miami-based BEVsystems International, Inc. (Pink Sheets:BEVI) owns
the internationally distributed oxygen-enhanced bottled water
brand, Life 02, and the proprietary Life 02 SuperOxygenation
process. Life 02 is SuperOxygenated performance water. This
technology allows BEVsystems to infuse its Life 02 brand and
global co-branded products with up to 15 times (1,500%) more
oxygen than ordinary bottled water. The Company's intellectual
property includes 25 patents issued in the US and foreign
countries. Life 02 and other co-branded products that utilize the
Life 02 SuperOxygenated process are available in 31 countries
worldwide. Visit http://www.bevsystems.com/

                About Sun Rayz Water, Inc.

On April 8, 2004, BEVsystems International, Inc. acquired all of
the issued and outstanding shares of common stock of Sun Rayz
Water, Inc. Sun Rayz's sole asset is a Marketing, Distribution and
Copacking Sub-Licensing Agreement that provides Sun Rayz with the
non-exclusive, worldwide right to use the "FLA-USA" label in
connection with the marketing, sale and distribution of bottled
water products on a retail and wholesale basis.


BIOGAN INTERNATIONAL: Young Conaway Serves as Bankruptcy Counsel
----------------------------------------------------------------
Biogan International, Inc., is asking the U.S. Bankruptcy Court
for the District of Delaware for permission to employ Young
Conaway Stargatt & Taylor, LLP as its attorneys in its chapter 11
proceeding.

Young Conaway's extensive experience and knowledge in the field of
business reorganizations, including under chapter 11 of the
Bankruptcy Code, prompt the Debtor to choose the firm as its
counsel.

Young Conaway will:

   (a) provide legal advice with respect to its powers and
       duties as a debtor in possession in the continued
       operation of its business and management of its property;

   (b) negotiate, prepare and pursue confirmation of a plan and
       approval of a disclosure statement, and all related
       reorganization agreements and/or documents;

   (c) prepare on behalf of the Debtor necessary applications,
       motions, answers, orders, reports, and other legal
       papers;

   (d) appear in Court and to protect the interests of the
       Debtor before the Court; and

   (e) perform all other legal services for the Debtor which may
       be necessary and proper in these proceedings.

Young Conaway is a "disinterested person" as that phrase is
defined in section 101(14) of the Bankruptcy Code.  The principal
attorneys and paralegals designated to represent the Debtor and
their current standard hourly rates are:

      Professional           Designation    Billing Rate
      ------------           -----------    ------------
      Michael R. Nestor      Partner        $385 per hour
      Joseph A. Malfitano    Associate      $295 per hour
      Erin Edwards           Associate      $200 per hour
      Kimberly A. Beck       Paralegal      $130 per hour

Headquartered in Toronto, Ontario, Canada, Biogan International,
Inc., explores, selects, smelts and sells mineral products and by-
products.  The Company filed for chapter 11 protection on April
15, 2004 (Bankr. Del. Case No. 04-11156).  Michael R. Nestor,
Esq., at Young Conaway Stargatt & Taylor represent the Debtor in
its restructuring efforts.  When the Company filed for protection
from its creditors, it listed $9,038,612 in total assets and
$8,280,792 in total debts.


BROAD INDEX: S&P Removes Affirmed B+/BBB Ratings from CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Broad
Index Secured Trust Offering 2000-7's (BISTRO) levels 3 and 4
tranches of credit-linked notes and removed them from CreditWatch,
where they were placed Feb. 19, 2004.

The rating on BISTRO 2000-7's notes reflect the credit quality of
the reference credits, the level of credit enhancement provided by
subordination, and BISTRO 2000-7's ability to meet its payment
obligations as issuer of the credit-linked notes.

          Ratings Affirmed And Removed From Creditwatch
            Broad Index Secured Trust Offering 2000-7

         Tranche level               Rating
                              To                From
         3 due 2005           BBB-              BBB-/Watch Neg
         4 due 2005           B+                B+/Watch Neg


CHARACTER KIDS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Character Kids Love Inc.
        aka Event Solutions
        aka Des Cartes Catering, Parties, Picnics and Fun
        3975 Landmark Street
        Culver City, California 90232

Bankruptcy Case No.: 04-19558

Type of Business: The Debtor provides children's party character
                  and catering services.
                  See http://www.cartparty.com/

Chapter 11 Petition Date: April 27, 2004

Court: Central District of California (Los Angeles)

Judge: Ellen Carroll

Debtor's Counsel: Michael S. Kogan, Esq.
                  Ervin Cohen Jessup LLP
                  9401 Wilshire Boulevard 9th Floor
                  Beverly Hills, CA 90212-2974
                  Tel: 310-273-6333

Total Assets: $97,040

Total Debts:  $1,207,445

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Wells Fargo Card Services     Trade                     $100,814

Bank of America               Trade                      $91,000

US Bancorp                    Trade                      $65,300

Pacific Bell Directory        Trade                      $29,557

American Express Business     Trade                      $25,881
Finance

Evanston Insurance Co.        Trade                      $25,000

US Foodservice                Trade                      $24,522

Esther Ritz                   Trade                      $24,224

Certified Network/Carl        Trade                      $21,987
Otafson

Michael Damico                Trade                      $21,000

American Express/Costco       Trade                      $20,678

All American (25K)            Trade                      $20,168

American Express              Trade                      $19,680

MBNA America                  Trade                      $19,021

Fremont Employers Insurance   Trade                      $18,398
Co.

Fleet Credit Card Services    Trade                      $17,073

Kelly Services, Inc.          Trade                      $16,816

MBNA America                  Trade                      $16,688

Esther Ritz                   Trade                      $16,581

Citibank                      Trade                      $15,636


CLEAN HARBORS: S&P Rates Planned $30MM Sr. Secured Facility at BB+
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating and a
recovery rating of '1' to Clean Harbors Inc.'s proposed $30
million senior secured revolving credit facility due 2009, subject
to preliminary terms and conditions. The 'BB+' rating is two
notches 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.

At the same time, Standard & Poor's assigned its 'BB-' rating and
a recovery rating of '3' to the proposed $95 million senior
secured synthetic letter of credit facility due 2009, also subject
to preliminary terms and conditions. The 'BB-' rating is the same
as the corporate credit rating; this and the '3' recovery rating
indicate the expectation of meaningful (50%-80%) recovery of
principal in the event of a default.

In addition, Standard & Poor's assigned its 'B' rating to Clean
Harbors' proposed $150 million senior subordinated notes due 2014.
Standard & Poor's also affirmed its 'BB-' corporate credit rating.
The outlook is revised to stable from negative.

Proceeds from the transaction will be used to refinance the
company's existing credit facility and subordinated notes and to
retire preferred stock. Pro forma for the transaction, Braintree,
Mass.-based Clean Harbors will have approximately $155 million in
total debt outstanding.

"The ratings reflect an aggressive financial profile including
significant environmental liabilities and weaker-than-expected
financial results, partially offset by a below-average business
profile stemming from a leading position in the hazardous waste
management industry, and improved financial flexibility," said
Standard & Poor's credit analyst Paul Blake.

Clean Harbors' acquisition of the Chemical Services Division (CSD)
of Safety-Kleen Corp. in late 2002 significantly increased the
revenue and asset base of the company; however, integration
difficulties contributed to much weaker-than-expected earnings for
2003, revised revenue guidance, and a reduced liquidity position.
Cash-flow generation also has been adversely affected by lower
operating results, partly because of a sluggish economy, an
absence of any major events work, and seasonal factors. Clean
Harbors now estimates ongoing revenues to be $615 million-$630
million, compared with over $700 million forecast initially.


COMMSCOPE INC: Posts $16.4 Million Net Loss for First Quarter 2004
------------------------------------------------------------------
CommScope, Inc. (NYSE: CTV) announced first quarter results for
the period ended March 31, 2004, which includes the January 31,
2004 acquisition of the Connectivity Solutions business of Avaya
Inc.

The Company reported sales of $235.1 million and a net loss of
$16.4 million, or $0.27 per share, for the first quarter. The net
loss includes acquisition-related transition and startup costs as
well as the impact of purchase accounting adjustments related to
the acquisition of Connectivity Solutions. These adjustments are
outlined below. The first quarter net loss also includes a loss on
the early extinguishment of debt and CommScope's after-tax share
of losses of OFS BrightWave.

For the first quarter 2003, CommScope reported sales of $129.4
million and a net loss of $3.1 million or $0.05 per share. This
net loss reflected after- tax equity in losses of OFS BrightWave
of $0.06 per share.

"We are pleased with the ongoing integration of Connectivity
Solutions and the overall direction of our business," said
Chairman and Chief Executive Officer Frank M. Drendel. "Despite
rising material costs and special charges related to our
acquisition, we generated $21.6 million in cash flow from
operations during the quarter."

Sales for the first quarter of 2004 were $235.1 million. CommScope
is reporting results in two segments in the first quarter of 2004:
a) Cable segment, which is CommScope's legacy cable business and
b) Connectivity Solutions segment, which is the recent
acquisition. Below is a sales summary that reflects actual first
quarter sales, which incorporate Connectivity Solutions sales for
February and March. This summary also reflects pro forma sales for
the current quarter, as if Connectivity Solutions had been
acquired on January 1, 2004 and eliminates intersegment sales for
all the periods presented. The pro forma information for periods
prior to January 31, 2004 is based on the historical results of
Connectivity Solutions as operated by Avaya Inc.

CommScope's Cable segment sales rose 5% year-over-year to $135.8
million and were up in all major product categories. Broadband
sales were up year- over-year primarily due to strong
international sales, but were somewhat offset by lower sales of
fiber optic cable. LAN sales continue to show good progress both
year-over-year and sequentially. Wireless and Other Telecom sales
rose 57% year over year. The sequential decline in total Cable
segment sales was primarily due to lower domestic Broadband/Video
sales.

CommScope's Connectivity Solutions segment sales were essentially
flat on a pro forma basis year over year. SYSTIMAX(R) sales for
the first quarter were affected by CommScope's efforts to reduce
external channel inventories to a more appropriate level.
Integrated Cabinet Solutions (ICS) sales grew significantly year
over year and sequentially primarily due to increasing service
provider deployments of Digital Subscriber Lines (DSL). Reduced
telephone central office spending and ongoing competitive
pressures continued to affect ExchangeMAX(R) sales. The sequential
decline in pro forma Connectivity Solutions segment sales was
primarily due to lower SYSTIMAX and lower ExchangeMAX sales.

Overall external orders booked in the first quarter of 2004 were
$275.1 million, which includes Cable segment orders of $155.2
million and Connectivity Solutions segment orders of $119.9
million. External cable segment orders on a pro forma basis were
$131.3 million for the first quarter of 2003.

The consolidated pro forma net loss for the quarters ended March
31, 2004 and 2003, as if the acquisition had occurred as of the
first day of each quarter, was $23.1 million, or $0.38 per share,
and $1.7 million, or $0.03 per share, respectively. The year-over-
year increase in the pro forma net loss was primarily due to the
negative impact on gross margin of lower sales and manufacturing
volume, product mix and higher material costs in the first quarter
of 2004, somewhat offset by lower corporate overhead expenses. The
pro forma net loss for the quarter ended March 31, 2004 includes
acquisition- related transition and startup costs, the impact of
purchase accounting adjustments and a loss on the early
extinguishments of debt, which are outlined below. These special
charges are not reflected in the pro forma net loss for the
quarter ended March 31, 2003.

                     Special Charges

CommScope incurred significant special charges during the first
quarter. These pretax charges included:

     -- $13.3 million related to lower margins on certain
        inventory acquired from Avaya in the acquisition and sold
        during the quarter,

     -- $3.9 million for acquisition-related in-process research
        and development,

     -- $6.7 million for acquisition-related transition and
        startup costs, and

     -- $5.0 million for a loss on the early extinguishment of
        debt.

Excluding these special charges, adjusted net income was $3.6
million and adjusted earnings per share was $0.06 per share.

                        Gross Margin

The company's overall gross margin for the first quarter was
15.9%, which includes $13.3 million related to lower margins on
certain inventory acquired from Avaya in the acquisition and sold
during the quarter. Excluding this impact, the company's adjusted
gross margin for the first quarter was 21.6%. Gross margin was
also affected by lower sales and manufacturing volume, unfavorable
product mix as well as higher material costs during the quarter.
The previously announced price increases for enterprise products
had minimal impact in the first quarter; however, they are
expected to have a more significant impact in the second quarter.
Additionally, as a result of rising material costs, CommScope
recently announced a 5% price increase for essentially all
broadband cable products, which will be effective beginning in
late May.

"During the first quarter, we also took aggressive steps to reduce
internal and external channel inventories," stated Drendel. "We
slowed production at certain facilities during the quarter in
order to use existing inventories purchased in our recent
acquisition. While cost of sales was negatively affected in the
quarter, we improved cash flow."

                  Cash Flow and Liquidity

Net cash provided by operating activities was $21.6 million for
the first quarter. Capital expenditures were $1.8 million in the
quarter. The Company expects capital expenditures to be
approximately $30 million for calendar year 2004, which includes
capital spending associated with a planned facility in Asia.

As previously announced, effective January 31, 2004, CommScope
completed the acquisition of substantially all of the assets of
the Connectivity Solutions business from Avaya Inc., except for
certain international operations that are expected to be completed
later this year. The total purchase price consisted of $250
million in cash, subject to post-closing adjustments, and
approximately 1.8 million shares of CommScope common stock.
CommScope assumed certain current liabilities of the Connectivity
Solutions business and up to $65 million of other specified
liabilities, primarily related to employee benefits.

Also during the quarter, CommScope issued in a private placement
$250 million aggregate principal amount of 1% convertible
subordinated debentures due 2024. The proceeds of this offering
were used as follows: a) to retire all of the $172.5 million
aggregate principal amount of our outstanding 4% convertible
subordinated notes due 2006 through repurchase and redemption; b)
to repay $25 million of outstanding revolving credit loans under
our senior secured credit facility; and c) for other general
corporate purposes.

During the quarter, CommScope repurchased $102.9 million aggregate
principal amount of the 4% convertible notes for $106.0 million in
privately negotiated transactions. The remaining $69.6 million
aggregate principal amount of the 4% convertible notes was
redeemed on April 26, 2004, for $71.8 million, which includes the
call premium and accrued interest. CommScope ended the first
quarter with $186.1 million in cash and cash equivalents.

                  OFS BrightWave Results

For the first quarter of 2004, OFS BrightWave had revenues of
$20.5 million, a negative gross profit of $5.8 million and a net
loss of $12.0 million. This compares to revenues of $28.3 million,
a negative gross profit of $20.6 million and a net loss of $32.8
million for the year-ago quarter.

CommScope recorded after-tax charges of $0.8 million, or $0.01 per
share, in the first quarter of 2004 for its share of losses of OFS
BrightWave related to the Company's minority investment in this
venture.

As previously announced, The Furukawa Electric Co. Ltd. (Tokyo:
5801) has combined certain cable production activities and
restructured the OFS operations. As a result of these
restructuring actions and because CommScope chose not to make
further investments in OFS BrightWave, our equity ownership
percentage was reduced to 9.4% effective April 1, 2004. This
change in ownership does not currently affect the losses
recognized by CommScope for accounting purposes. The Company's
share of OFS BrightWave losses is based on CommScope's
proportionate share of OFS BrightWave's long-term debt, which was
approximately 11% as of March 31, 2004.

    Other CommScope First Quarter 2004 Highlights

   -- Total actual international sales were $73.7 million for
      the quarter and $85.0 million on a pro forma basis, as if
      Connectivity Solutions had been acquired on January 1, 2004.
      International Cable segment sales increased significantly
      year over year, while international Connectivity Solutions
      segment sales decreased moderately on a pro forma basis.

   -- Sales to Anixter and its affiliates totaled approximately
      29% of CommScope sales for the quarter.

   -- During the quarter, CommScope announced new pricing for
      certain enterprise products.  Prices increased by 3 percent
      to 8 percent for new enterprise projects primarily due to
      the rising cost of copper and polymers.  An additional price
      increase of up to 10% for fluoropolymer-based products was
      also implemented for new projects.

   -- Total depreciation and amortization was $14.5 million, which
      included $2.3 million of intangibles amortization and
      deferred financing fees of $2.3 million.

   -- As a result of expanded international activities in lower
      tax rate jurisdictions, CommScope's effective tax rate for
      the quarter was approximately 31%.

                   Uniprise Solutions(TM)

On April 27, 2004, CommScope introduced Uniprise Solutions(TM), a
second structured cabling solution for enterprise networks. The
Uniprise integrated solution is built upon proven connectivity
technology from our recent acquisition and CommScope's high-
performance cable. With the introduction of Uniprise, the Company
has expanded its ability to serve the needs of the total
enterprise market.

The industry-leading SYSTIMAX(R) Solutions, a CommScope company,
will continue to offer premium, cutting-edge solutions to its
global customers. The Uniprise brand will provide customers with
competitive performance and value-oriented solutions based on
established technology.

            CommScope Second Quarter 2004 Outlook

"Looking ahead to the second quarter of 2004, we expect total
sales in the $280-$300 million range," said CommScope Executive
Vice President and Chief Financial Officer Jearld Leonhardt.
"While we expect higher material costs in the second quarter, we
also expect to begin to see a positive impact from price
increases. Overall, we expect gross margin to be in the 22-23%
range in the second quarter, excluding special charges. We expect
SG&A expense to be around 16-17% of sales and R&D to be around 2-
3% of sales. Depreciation and amortization expense is expected to
be approximately $14.8 million for the second quarter.

"We also expect to incur up to $10 million of additional special
charges in the second quarter related to the impact of purchase
accounting adjustments related to certain inventory acquired from
Avaya in the transaction and sold during the quarter as well as
other acquisition-related transition and startup costs."

                        About CommScope

CommScope (NYSE: CTV) (S&P, BB Corporate Credit & B+ Subordinated
Debt Ratings, Stable) is a world leader in the design and
manufacture of 'last mile' cable and connectivity solutions for
communication networks. We are the global leader in structured
cabling systems for business enterprise applications and the
world's largest manufacturer of coaxial cable for Hybrid Fiber
Coaxial (HFC) applications. Backed by strong research and
development, CommScope combines technical expertise and
proprietary technology with global manufacturing capability to
provide customers with high-performance wired or wireless cabling
solutions from the central office to the home.


DIAMOND JO: S&P Raises Ratings to B+ and Removes Credit Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior secured debt ratings for Diamond Jo LLC (DJL; formerly
known as Peninsula Gaming Company, LLC) to 'B+' from 'B', and
removed them from CreditWatch where they were placed March 12,
2004. The outlook is stable.

The upgrade stems from the successful close of DJL's new $233
million senior secured notes due 2011 and the expectation that a
$35 million senior secured credit facility will be put in place.
The Dubuque, Iowa-based riverboat casino owner and operator and
its wholly owned subsidiary, The Old Evangeline Downs Capital
Corp., are co-issuers on the notes and co-borrowers under the
credit facility. Part of the proceeds from these new notes were
used to redeem DJL's outstanding $71 million 12.25% senior secured
notes due 2006 and to tender for $116.3 million of the $123.2
million 13% senior secured notes due 2010 outstanding at Old
Evangeline Downs LLC (OED). Due to the redemption and tender of
these notes, the ratings on both of these issues, in addition to
the corporate credit rating of OED, have been withdrawn.

The higher ratings also reflect a change in the company's
financing strategy such that the funding for its subsidiaries will
flow through the parent issuer, with such loans in turn guaranteed
by such subsidiaries. Lenders and bondholders will now rely on a
more diversified pool of assets for repayment. "In addition, with
the successful completion of the major portion of the construction
project at OED, which included slot machines opening in advance of
the planned racetrack, Standard & Poor's expects that OED will
increase its EBITDA in the first full year of operation and
enhance the consolidated EBITDA base of DJL," said Standard &
Poor's credit analyst Peggy Hwan.

DJL owns and operates the Diamond Jo, a riverboat located in
Dubuque, and OED owns and operates both the Evangeline Downs pari-
mutuel horse racetrack and casino (racino) in Opelousas, La.


DII INDUSTRIES: Halliburton Reports First Quarter 2004 Results
--------------------------------------------------------------
Halliburton (NYSE:HAL) announced that first quarter 2004 income
from continuing operations was $76 million, or $0.17 per diluted
share.  Impacting continuing operations for the quarter on an
after-tax basis was the previously announced $62 million charge,
or $0.14 per diluted share, on the Barracuda-Caratinga project.

Net loss for the quarter was $65 million, or $0.15 per diluted
share, and included a net loss from discontinued operations for
the proposed asbestos and silica settlement of $141 million, or
$0.32 per diluted share.  The net loss from discontinued
operations resulted primarily from the first quarter revaluation,
due to the increase in Halliburton's stock price, of the 59.5
million shares of Halliburton common stock to be contributed to
trusts for the benefit of asbestos and silica
claimants.

Revenues were $5.5 billion in the first quarter 2004, up 80%
from the first quarter 2003.  This increase was largely
attributable to additional activity on government services
projects in the Middle East in the Engineering and Construction
Group (known as KBR).  Within the Energy Services Group (ESG),
revenues increased 13% in the first quarter 2004 compared
to the prior year period.

Consolidated operating income was $175 million in the first
quarter 2004 compared to $142 million in the first quarter 2003.
Operating income for ESG was up 19% in the first quarter.  KBR
operating results improved slightly as a result of increased
government services work, offset by a $97 million pretax loss on
the Barracuda-Caratinga project.  First quarter 2003
operating income included a $55 million pretax loss on the
Barracuda-Caratinga project, a $36 million pretax gain related to
the sale of Mono Pumps, and a $15 million pretax loss
related to the sale of Wellstream.

"Overall, I am pleased with our operating performance during the
quarter," said Dave Lesar, chairman, president and chief executive
officer of Halliburton.  "We continue to see improvement in the
energy services business.  While oilfield activity and pricing was
essentially flat until late in the first quarter, we are beginning
to see signs that customer spending and pricing for our services
are improving.  We believe the agreement in principle on the
Barracuda-Caratinga project, if completed, would resolve disputed
items and significantly reduce remaining risks for us with the
project."

                    KBR First Quarter Results

KBR revenues for the first quarter 2004 were $3.7 billion, more
than double its revenues in the first quarter 2003.  The
improvement was mostly due to government contract activities.
KBR operating loss for the first quarter 2004 was $15 million,
compared to a $19 million loss in the first quarter 2003.  First
quarter 2004 operating loss included the $97 million loss on the
Barracuda-Caratinga project, which was partially offset by
increased results on government services projects, refining and
gas projects in Canada and Africa, and upstream operations and
maintenance projects.  First quarter 2003 results included a $55
million loss on the Barracuda-Caratinga project.

Halliburton's Iraq-related work contributed approximately $2.1
billion in revenues in the first quarter 2004 and $32
million in operating income.

                             Backlog

KBR backlog at March 31, 2004 was $8.4 billion, down $1.3 billion
from December 31, 2003primarily due to work off and transition of
the fuel delivery work in Iraq to the Defense Energy Support
Center.  Approximately 26% of the backlog is for fixed-fee
contracts, essentially unchanged from December 31, 2003. Of the
fixed-fee contract backlog, only 13% of the total related to
offshore contracts, while 39% related to onshore contracts.

             Technology and Significant Achievements

Halliburton had a number of advances in technology and new
contract awards.

     Energy Services Group new technologies and contracts:

     * Halliburton announced the release of Decision Space Well
       Seismic Fusion, a suite of interpretation and analysis
       tools for predicting reservoir rock properties from
       prestack seismic data, synthetic data, and well data.
       Working closely with Statoil, Landmark Graphics developed
       Well Seismic Fusion to leverage the rich information
       content contained in prestack seismic data to build earth
       models and more accurately predict reservoir lithology and
       fluids.  This unique technology provides a highly
       integrated interpretation environment enabling
       interpreters and other asset team members to improve
       reservoir understanding and dramatically reduce
       exploration risk.

     * Halliburton announced that it has signed a five-year
       technology agreement with Integrated Trade Systems, Inc.,
       an agreement that will benefit PEMEX, Mexico's national
       oil and gas company.  The agreement includes a broad range
       of Landmark Graphics' prospect generation and field
       development software that will support the exploration and
       development activities of PEMEX.  A key component of this
       agreement is the provision of broad Landmark service
       support, to ensure that PEMEX exploration and production
       specialists are able to extract maximum value from this
       technology investment.

     * Halliburton announced the release of Z3 polycrystalline
       diamond compact (PDC)cutter technology for Fixed Cutter
       drill bits.  Z3 technology, a proprietary development made
       in conjunction with long-time diamond technology provider
       US Synthetic, represents a step-change advance in the
       abrasion resistance of PDC cutters, leading to
       significantly longer and more cost-effective drilling
       operations.

     KBR new contract awards:

     * KBR has been awarded the contract to provide engineering,
       procurement, and construction management services for BP's
       Greater Plutonio fields located in Block18 offshore
       Angola.  The services are for the floating production,
       storage, and offloading vessel and the associated subsea
       systems.

     * KBR has been awarded the seven-year contract for CONLOG
       (Contract for Logistics Support) by the United Kingdom
       Ministry of Defence to provide logistics and
       infrastructure support to Permanent Joint Forces
       Headquarters operations and exercises worldwide.

     * KBR is providing engineering services for the onshore
       design of a Gas to Liquids (GTL) project in Qatar under a
       Front End Engineering Design (FEED) contract awarded to
       its joint venture partner JGC Corporation of Japan by
       Shell Global Solutions.

A full-text copy of Halliburton's First Quarter 2004 Results is
available at:


http://www.sec.gov/Archives/edgar/data/45012/000004501204000117/0000045012-0
4-000117.txt

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 GROUP: First Quarter Net Loss Balloons to $639 Million
--------------------------------------------------------------
The DIRECTV Group, Inc. (NYSE:DTV) announced first quarter 2004
results.

"The highlight in the quarter was the accelerating subscriber
growth at DIRECTV U.S. as evidenced by the record demand of
912,000 gross owned and operated subscribers," said Chase Carey,
The DIRECTV Group's president and chief executive officer.
"Combining this 30% increase in gross subscribers with an over
four year low average monthly churn rate of 1.4% resulted in an
all-time high of 460,000 net owned and operated subscriber
additions in the quarter, a 67% increase over the same period last
year. Another highlight in the quarter was DIRECTV U.S.' 22%
revenue growth, which was driven by the continued strong
subscriber growth as well as the 8% increase in average monthly
subscriber revenue (ARPU) to $63.60 in the quarter."

Carey finished, "With our recent name change to The DIRECTV Group
and the agreement to sell our interest in PanAmSat Corporation to
an affiliate of Kohlberg Kravis Roberts & Co. (KKR), announced on
April 20, 2004, it should be clear where our focus is -- making
DIRECTV the best television experience available anywhere. And
when you combine our strong operating momentum with the
enhancements that will be made to further improve DIRECTV's
service -- including new set-top boxes, electronic program guide,
interactive services and high-definition programming -- you can
appreciate the tremendous upside that we see in this business."

                        Accounting Events

On April 20, 2004, The DIRECTV Group and PanAmSat announced the
sale of PanAmSat to an affiliate of KKR for $4.3 billion,
including approximately $750 million of net debt. At the close of
the transaction, The DIRECTV Group expects to receive over $2.8
billion in cash for its 80.4% interest in PanAmSat. Subject to
certain conditions, including, among others, receipt of applicable
regulatory approvals, including the Federal Communications
Commission and approval by the stockholders of PanAmSat, the
transaction is expected to be completed in the second half of
2004. Commencing in the first quarter of 2004, The DIRECTV Group
will report PanAmSat, which was previously reflected in the
Satellite Services segment, as a discontinued operation in the
consolidated financial statements for all periods presented.

The DIRECTV Group has also changed its method of accounting for
subscriber acquisition, retention and upgrade costs, which it
believes will increase the transparency of its financial
statements. Effective January 1, 2004, DIRECTV U.S. began
expensing all such costs as incurred. Previously a portion of
these costs was deferred and amortized to expense over the 12
month customer contract period. Also as a result of this change,
The DIRECTV Group wrote-off previously capitalized deferred
subscriber acquisition, retention and upgrade costs in the amount
of approximately $311 million as a cumulative effect of accounting
change, net of taxes. The change in the method of accounting for
subscriber acquisition, retention and upgrade costs at DIRECTV
U.S. resulted in an increase in operating costs of approximately
$60 million in the first quarter of 2004. Operating costs at
DIRECTV U.S. would have been $13 million higher in the first
quarter of 2003 had the new method applied. This change had no
effect on the cash flows of the business.

                  First Quarter Review

In the first quarter of 2004, The DIRECTV Group's revenues
increased 22% to $2.51 billion, driven primarily by an increase in
the number of subscribers and ARPU at DIRECTV U.S. as well as
higher sales of DIRECTV(R) set-top boxes and DIRECWAY(R) satellite
broadband services at Hughes Network Systems (HNS).

Operating profit before depreciation and amortization of $96
million and operating loss of $91 million declined from the prior-
year period primarily due to increased subscriber acquisition
costs related to the record gross subscriber additions, higher
acquisition costs per subscriber (SAC), and higher retention and
upgrade costs at DIRECTV U.S. Also impacting the quarter was the
aforementioned accounting change as well as a pre-tax charge of
$54 million at The DIRECTV Group for severance, related pension
costs and retention benefit expenses associated with the News
Corporation transactions. These declines were partially offset by
improved operating performance at DIRECTV Latin America primarily
related to its lower post-bankruptcy cost structure and at HNS due
to stronger margins and revenue growth in its core businesses.

The DIRECTV Group reported a first quarter 2004 net loss of $639
million compared to a net loss of $51 million in the same period
of 2003. The decline was primarily due to a non-cash after-tax
charge of $479 million related to the pending sale of PanAmSat
(reflected in "Loss on sale of discontinued operations, net of
taxes"); a non-cash after-tax charge of $311 million related to
the change in accounting for subscriber acquisition, retention and
upgrade costs at DIRECTV U.S.; a non-cash after-tax charge of $63
million for the early retirement of PanAmSat's PAS-6 backup
satellite due to a failure in its power system (reflected in
"Income (loss) from discontinued operations, net of taxes"); and
the larger operating loss, as well as higher tax expense related
to increased income from continuing operations. These declines
were partially offset by a pre-tax gain of $387 million related to
the sale of approximately 19 million shares of XM Satellite Radio,
a $45 million pre-tax gain that primarily resulted from the
restructuring of certain contracts in connection with the
completed DIRECTV Latin America, LLC bankruptcy proceedings, as
well as lower interest expense due to a $19 million write-off of
debt issuance costs in the first quarter of 2003.

The DIRECTV U.S. gross owned and operated subscriber additions
increased by 30% to 912,000 in the first quarter of 2004 due to
more attractive consumer promotions, an improved and more diverse
distribution network, an increase in the number of markets in
which DIRECTV offers local channels, and increased advertising.
Average monthly churn in the quarter improved to 1.4%, driven
principally by an increase in the average number of set-top boxes
and digital video recorders (DVRs) per subscriber as well as
increased availability and subscriber purchases of local channels.
After accounting for churn, DIRECTV U.S. added 460,000 net new
owned and operated subscribers in the quarter, an improvement of
67% over the first quarter of 2003. As a result, the total number
of DIRECTV owned and operated subscribers was 11.14 million as of
March 31, 2004, representing an annual growth rate of 14% compared
to the 9.77 million subscribers on March 31, 2003. In the first
quarter, the total number of subscribers in National Rural
Telecommunications Cooperative (NRTC) territories fell by 41,000,
reducing the number of NRTC subscribers to 1.49 million on March
31, 2004, compared to 1.65 million at the end of the same period
last year. Including the NRTC subscribers, the DIRECTV U.S.
platform had 12.63 million total subscribers as of March 31, 2004.

DIRECTV U.S. reported quarterly revenues of $2.08 billion, an
increase of 22% compared to last year's first quarter revenues.
The increase was due to continued strong subscriber growth and
higher ARPU. ARPU increased $4.50, or 8%, over the first quarter
of 2003 to $63.60 primarily due to a programming package price
increase, higher mirroring fees from an increase in the average
number of set-top box receivers per customer and an increase in
the percentage of customers subscribing to local channels.

Operating profit before depreciation and amortization and
operating profit for the first quarter of 2004 declined to $145
million and $21 million, respectively, due to the increased
subscriber acquisition costs related to the record gross
subscriber additions and higher SAC due to an increase in the
average number of set-top boxes and DVRs purchased by new
subscribers, as well as the change in accounting for subscriber
acquisition costs. In addition, retention and upgrade expenses
increased due to higher levels of existing customers taking DVRs,
local channels and the movers program, and also due to the
accounting change. These declines were partially offset by the
gross profit gained from the increased revenues.

On February 24, 2004, DIRECTV Latin America, LLC emerged from
bankruptcy.

In the first quarter of 2004, DIRECTV Latin America added 27,000
net new subscribers compared with a net loss of 54,000 subscribers
in the same period last year. The subscriber growth was driven
principally by the improvement in the political and economic
conditions in Venezuela, Brazil and Argentina, as well as lower
customer churn throughout the region. The total number of DIRECTV
subscribers in Latin America remained relatively unchanged as of
March 31, 2004, from the same period in 2003 at 1.53 million.

Revenues for DIRECTV Latin America increased 16% to $162 million
in the quarter primarily due to the consolidation of the financial
results of the Puerto Rican and Venezuelan local operating
companies as a result of the adoption of FASB Interpretation No.
46, "Consolidation of Variable Interest Entities - an
interpretation of ARB No. 51," on July 1, 2003.

The improvements in DIRECTV Latin America's first quarter 2004
operating profit before depreciation and amortization to $16
million and operating loss to $31 million can be attributed to its
lower post-bankruptcy cost structure, partially offset by
severance costs associated with headcount reductions in 2004.

HNS revenues increased 35% to $334 million in the first quarter of
2004 compared to the first quarter of 2003. The increase was
principally due to higher sales of DIRECTV set-top boxes and
DIRECWAY broadband services for enterprise and residential
customers.

The improvements in HNS' first quarter operating profit before
depreciation and amortization to $10 million and operating loss to
$9 million were mostly due to a smaller loss in the residential
DIRECWAY broadband business related to improved efficiencies
associated with the larger subscriber base, as well as increased
revenues and profit margin in the set-top box and enterprise
businesses.

In the first quarter, The DIRECTV Group's consolidated cash
balance declined by $312 million to $1.44 billion and total debt
declined by $22 million to $2.64 billion compared to the December
31, 2003, balances. During the quarter, The DIRECTV Group had
negative cash flow of $309 million. The primary uses of cash were
for capital expenditures; payments to DIRECTV Latin America, LLC
creditors related to its emergence from bankruptcy; and working
capital, partially offset by cash proceeds from the sale of XM
Satellite Radio shares ($254 million of the $477 million of the
total cash receipts from the sale were received in the first
quarter).


DIRECTV: Latham & Watkin Wants Remaining $871K Final Fee Payment
----------------------------------------------------------------
Latham & Watkins, LLP, DirecTV Latin America, LLC's bankruptcy
counsel, asks the Court to:

   -- award it reasonable compensation for professional legal
      services rendered as an ordinary course professional and as
      special counsel to DirecTV Latin America, LLC; and

   -- reimburse it for actual and necessary expenses incurred.

Specifically, during the period from March 13, 2003 through and
including February 24, 2004, compensation and expenses due to
Latham total $1,045,776, representing $987,978 in fees and
$57,798 in expenses.  Of the total amount, Latham has already
received payment for $116,907.

The nature of services that Latham provided to DirecTV required
substantial travel, both in the United States and Europe.  Latham
productively used most of the travel time in drafting and
reviewing documents and agreements for DirecTV.  The time records
reflect a total of $7,025 in fees for pure, non-working travel
time.  In accordance with Rule 2016-2(d)(viii) of the Local
Bankruptcy Rules for the District of Delaware, Latham billed non-
working travel time at 50% of regular hourly rates.  Thus, Latham
has voluntarily reduced its fees by $3,512.

Richard L. Wirthlin, Esq., at Latham & Watkins, LLP, in Los
Angeles, California, tells Judge Walsh that DirecTV employed
Latham to perform legal services in connection with the
negotiation or renegotiation of contracts with third party
programmers regarding license for media programming provided by
DirecTV to its customers.

Mr. Wirthlin relates that programming costs represent DirecTV's
single largest expense, amounting to hundreds of millions of
dollars per year.  Uneconomic agreements with its Programmers
were one of the factors leading to the commencement of the
Chapter 11 case.  The renegotiation of unfavorable Programmer
Agreements is an essential facet of the Chapter 11 case, and
Latham helped achieve significant cost reductions well beyond
many optimistic projections.  As a direct result of Latham's
negotiation efforts, the renegotiated Programmer Agreements will
save DirecTV hundreds of millions of dollars over the next few
years, dramatically slashing costs while preserving its core
media content.

Twelve Latham professionals worked on DirecTV's case:

Professional            Position   Rate   Hours  Compensation
------------            --------   ----   -----  ------------
Gary M. Epstein         Partner    $575     1.8        $1,035
Robert D. Crockett      Partner     520     0.5           260
Richard L. Wirthlin     Partner     495    -0.4          (198)
                                    520   564.0       293,280
                                    550   385.9       212,245
James H. Barker         Partner     450     3.4         1,530
David O. Blood          Associate   330   719.6       237,468
                                    360   505.9       182,124
Steven G. Sorell        Associate   260    33.6         8,736
                                    295     6.8         2,006
Christopher M. Norton   Associate   270   135.4        36,558
May K. Chan             Associate   225     9.2         2,070
W. Stinehart            Summer
                        Associate   195    18.1         3,529
Susan Lawrence          Paralegal   165     9.6         1,584
Larry Carlson           Paralegal   135    66.5         8,978
Jin T. Kim              Project
                        Assistant    95     3.0           285
                                                 ------------
Total                                                $991,490
Voluntary reduction (50%)                               3,512
                                                 ------------
                                                      987,998
Amounts Received                                      116,908
                                                 ------------
Remaining Amount Due                                 $871,071
                                                 ============

Latham's expenses during the period from March 13, 2003 through
February 24, 2004 are:

         Category                    Disbursement
         --------                    ------------
         Airfare                        $17,717
         Binding                             15
         Calling Card                       751
         Document Preparation               210
         Document Support                 1,753
         Document Support-overtime          985
         Federal Express                    491
         Filing Fees                         31
         First Legal                        406
         Ground Transportation            1,043
         Internal Messenger Pouch             6
         Meals                            2,734
         Mileage                            209
         Other Freight                       14
         Outside Services                   245
         Overtime                           356
         Parking                          1,184
         Photocopying                     1,571
         Postage                            113
         Supplies/Office Expense              4
         Telecopy                           896
         Telephone                        6,694
         Trip Expenses                   20,532
         Westlaw                            198
                                       --------
         Total                          $57,798

(DirecTV Latin America Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ENRON: Court Adopts Procedures for Small Receivable Recoveries
--------------------------------------------------------------
The Court promulgates procedures relating to adversary
proceedings commenced and will be commenced that seek declaratory
judgment that certain accounts receivable arising under
commercial contracts are matured debts for the purposes of
Section 542(b) of the Bankruptcy Code.

Judge Gonzalez orders that each Debt Declaratory Judgment Case in
which the aggregate amount of the accounts receivable alleged to
be matured debts is less than $5,000,000 will be governed by the
procedures the Court sets.  Each Debt Declaratory Judgment Case
presently pending will be referred to coordinated and
confidential non-binding mediation to be held, at the option of
the defendant, in either New York City or Houston, Texas.  Each
mediator has the broadest possible discretion.

                       Mediation Procedures

Each defendant in a Debt Declaratory Judgment Case will prepare
and serve a pre-mediation statement, in which the defendant will:

   (i) explain in detail the defendant's position -- on an
       invoice-by-invoice basis -- with respect to the amounts
       alleged in the Complaint to be due and owing, including,
       without limitation, each and every reason that the
       defendant did not make payment -- if that be the case --
       of the amounts claimed in the Complaint;

  (ii) state any amounts that defendant admits are due and owing
       to the plaintiff;

(iii) attach a copy of any document that defendant relies on to
       support any defense to payment of amounts alleged in the
       Complaint to be due and owing;

  (iv) state whether the defendant ever communicated to any
       representative, agent or employee of the plaintiff any
       defenses, counterclaims or objections to the payment of
       the amounts alleged in the Complaint to be due and owing
       and, if there were any communications:

       (a) specify the identities of the parties to each
           communication and the dates of those communications;

       (b) summarize in detail the substance of each
           communication; and

       (c) attach a copy of all documents concerning those
           communications;

   (v) set forth any other matter or attach any other document
       that defendant wishes to bring to the attention of the
       Mediator;

  (vi) specify either New York City or Houston, Texas as the
       location of the mediation;

(vii) specify the name, address, telephone number and any
       facsimile number of at least one representative of the
       defendant to be notified of matters relating to the
       mediation; and

(viii) unless defendant is an individual appearing pro se,
       specify the name, address, telephone number, and any
       facsimile number of an attorney representing defendant in
       the Debt Declaratory Judgment Case.

The Pre-Mediation Statement will be signed by counsel for the
defendant of any individual appearing pro se, and a
representative of the defendant will verify, subject to the
penalties of perjury, that the Pre-Mediation Statement is true
and correct to the best of his or her knowledge.  The Defendant
must serve a copy of the Pre-Mediation Statement to the Plaintiff
and the Mediator.  The Plaintiff will prepare and serve a pre-
mediation statement response within 30 days of receipt of the
Pre-Mediation Statement.

The Pre-Mediation Statements and Responses are not to be filed
with the Court electronically or otherwise, nor otherwise
disclosed to any other person or party, unless consented by the
party who submitted the document, or disclosure is to the
Bankruptcy Court Judge as the Court may designate to determine
any matter relating to a request for sanction with respect to the
verification of the Pre-Mediation Statement or Response.

Cecelia G. Morris, United States Bankruptcy Court Judge for the
Southern District of New York, is appointed as mediator to
conduct mediations to be held in New York.  William M. Schultz,
Esq., is appointed as the mediator to conduct mediations held in
Houston, Texas.

A representative of each party litigant will attend the mediation
conference, and must have complete authority to negotiate and
settle all disputed amounts, regardless of size, and all issues.
The assigned Mediator will control all procedural aspects of the
mediation.  The assigned Mediator will report to the Court any
willful failure to attend or participate in good faith in the
mediation process or any session.

                    Compensation of Mediators

The Debtors will be solely responsible for the payment of the
fees and expenses of the Mediators, if appropriate, provided,
however, that the payment or reimbursement of fees and expenses
will be subject to the Court's approval and governed by the
Compensation Procedures Orders.

                        General Provisions

All the provisions of General Order #M-117, dated November 10,
1993, providing for "Procedures Governing Mediation of Matters in
Bankruptcy Cases and Adversary Proceedings" will apply to all
mediations conducted to the extent not inconsistent.

The Official Committee of Unsecured Creditors may receive reports
on the mediation from the Debtors and the Debtors may consult
with the Committee to discharge the Committee's duties.  The
Committee will also be permitted to participate in any mediation
as permitted by the assigned Mediator in the exercise of the
assigned Mediator's discretion.  The Committee must maintain the
confidentiality of the information it receives directly through
participation in the mediation according to the terms of the
Standing Order and the information may not be used in any manner
inconsistent with the Standing Order.

Any statements made by any Mediator, by the parties or by others
during the mediation process will not be divulged by any of the
participants in the mediation or by any Mediator to the Court or
to any third party.  All records, reports or other documents
received or made by any Mediator will be confidential and will
not be provided to the Court.  A Mediator will not be compelled
to divulge the records or to testify in regard to the mediation
in connection with any arbitral, judicial or other proceeding,
including any hearing by the Court in connection with the
referred matter. (Enron Bankruptcy News, Issue No. 106; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


EXIDE TECHNOLOGIES: Emerges from Chapter 11 Protection
------------------------------------------------------
Exide Technologies, a global leader in stored electrical energy
solutions, announced that its Plan of Reorganization became
effective yesterday, May 5, and the Company has emerged from
Chapter 11. As previously announced, the U.S. Bankruptcy Court for
the District of Delaware confirmed the Company's Plan on April 21,
2004.

Craig H. Muhlhauser, President and CEO of Exide Technologies,
said, "This is an historic day for Exide and our global workforce.
During the past two years, we have maintained our commitment to
meeting the needs of our customers. The reorganization process has
enabled us to resolve financial issues and improve our operations.
Exide is now able to capitalize on our global network and focus
our full capabilities on making our customers successful and
creating long-term value for our shareholders. With our emergence
from Chapter 11, we will continue our passion and commitment to
quality and innovation to strengthen Exide's position as an
industry leader in the transportation and industrial markets
worldwide."

Under the Plan, Exide reduced its debt by approximately $1.3
billion, or more than 70 percent, to approximately $540 million.
The annual interest payments were reduced by approximately $70
million. Additionally, the Company implemented a number of cost
reduction initiatives including the closure or consolidation of
certain manufacturing and distribution facilities, reductions in
workforce and corporate overhead, and making quality and
productivity improvements through EXCELL, the Company's lean
supply chain process improvement initiative.

The Company said that it has closed on its $600 million exit
financing facility arranged by Deutsche Bank AG New York Branch.

                     New Board of Directors

Pursuant to the terms of the Plan, Exide's new board of directors
consists of John P. Reilly (Chairman of the Board), Craig
Muhlhauser (President and CEO), Michael R. D'Appolonia, Eugene I.
Davis, Phillip M. Martineau, Scott McCarty and Michael P. Ressner.
Detailed biographical information regarding Exide's Board of
Directors is available on Exide's website at
http://www.exide.com/leadership.html/

"This is a dynamic and independent group of directors. Their
expertise and experience will be extremely valuable to Exide, and
I am looking forward to working with them," said Muhlhauser.

                        About Exide

Headquartered in Princeton, New Jersey, Exide Technologies is the
world-wide leading manufacturer and distributor of lead acid
batteries and other related electrical energy storage products.
The Company filed for chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, represent the Debtors
in their restructuring efforts.  On April 14, 2002, the Debtors
listed $2,073,238,000 in assets and $2,524,448,000 in debts.


EXIDE TECH: New Stock Begins Trading on Nasdaq Under 'XIDE' Symbol
------------------------------------------------------------------
Exide Technologies, a global leader in stored electrical energy
solutions, announced that the Company's common stock that traded
under the symbol "EXDTQ" has been cancelled. The Company expects
that its new common stock will begin trading on the NASDAQ
National Market under the symbol "XIDE" starting today, May 6,
2004. The Company's new warrants will trade under the symbol
"XIDEW."

                 About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies is the
world-wide leading manufacturer and distributor of lead acid
batteries and other related electrical energy storage products.
The Company filed for chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, represent the Debtors
in their restructuring efforts.  On April 14, 2002, the Debtors
listed $2,073,238,000 in assets and $2,524,448,000 in debts.


FEDERAL-MOGUL: Disclosure Statement Hearing Set For May 11, 2004
----------------------------------------------------------------
Judge Lyons will convene a hearing on May 11, 2004 at 10:00 a.m.
to consider Federal-Mogul Corporation's Disclosure Statement
describing the Second Amended Joint Plan of Reorganization.

Parties who have previously filed objections to an earlier
disclosure statement and parties who received an extension of
time within which to object to the Disclosure Statement may file
Objections to the Disclosure Statement.  Objections must:

   (1) be in writing;

   (2) state the name and address of the objecting party and the
       nature of the claim or interest of the party;

   (3) state with particularity the basis and nature of any
       objection and include, where appropriate, proposed
       language to be inserted in the Disclosure Statement to
       resolve the objection; and

   (4) be filed, together with proof of service, with the
       Bankruptcy Court, the Clerk of the Court, 824 North Market
       Street, 3rd Floor, Wilmington, Delaware, 19801.

All objections must be actually received by the Clerk of the
Bankruptcy Court, on or before May 6, 2004 at 4:00 p.m.

At the hearing, the Court will review whether the Disclosure
Statement contains adequate information as required by Section
1125 of the Bankruptcy Code to enable a hypothetical creditor to
make an informed decision whether to vote to accept or reject the
Plan.  The hearing may be continued from time to time without
further notice to all creditors and interest holders.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some $6
billion.  The Company filed for chapter 11 protection on October
1, 2001 (Bankr. Del. Case No. 01-10582). Lawrence J. Nyhan, Esq.,
James F. Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin
Brown & Wood and Laura Davis Jones, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, they listed $ 10.15 billion in assets and $ 8.86
billion in liabilities. (Federal-Mogul Bankruptcy News, Issue No.
54; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FIRST PACIFIC FOOD: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: First Pacific Food Company, Inc.
        2824 North Power Road, Suite 113
        Mesa, Arizona 85215

Bankruptcy Case No.: 04-06955

Type of Business: The Debtor is into sales and distribution of
                  Bakery products.

Chapter 11 Petition Date: April 22, 2004

Court: District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Keith M. Knowlton, Esq.
                  Keith M. Knowlton, L.L.C.
                  1630 South Stapley, #231
                  Mesa, Arizona 85204
                  Tel: 480-755-1777
                  Fax: 480-755-8286

Total Assets: $5,374,895

Total Debts:  $3,690,000

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


FLEMING COS: Expects to File Reorganization Plan Within the Week
----------------------------------------------------------------
During a hearing held in the US Bankruptcy Court in Delaware,
Fleming Companies, Inc. announced that it reached an agreement in
principle with the Official Committee of Reclamation Creditors and
the Official Committee of Unsecured Creditors regarding the
treatment of reclamation claims, which resolves the objections of
the Reclamation Committee to Fleming's proposed Plan of
Reorganization. Fleming expects to file with the Bankruptcy Court
later this week its Third Amended Plan of Reorganization and
Disclosure Statement which will reflect the terms of this
agreement. A hearing to approve the adequacy of the Disclosure
Statement and Solicitation Procedures to vote on the pending Third
Amended Plan of Reorganization is currently scheduled for May 25
at 1:00 pm in the Delaware Bankruptcy Court.

Archie Dykes, Chief Executive Officer of Fleming, said, "We
believe that pursuing a reorganization plan centered around our
convenience store distribution operations will provide the best
recovery to Fleming's creditors. The agreement reached with the
Reclamation Committee allows everyone to focus their efforts on
implementing the joint plan of reorganization filed by Fleming and
the Unsecured Creditors Committee. We appreciate the continued
support of both Committees over these past months in driving
forward to achieve a reorganization. The Core-Mark management team
looks forward to emergence from Chapter 11."

Also during Tuesday's hearing, Fleming reiterated that Core-Mark
International, Inc. and its subsidiaries are not for sale. A
letter was recently received from a group identified as CVCMA, LLC
indicating a potential interest in purchasing the assets of Core-
Mark, and while Fleming is appreciative of the interest shown by
CVCMA, LLC, Fleming, with the support of the Unsecured Creditors'
Committee, declined the invitation to pursue a sale.

                      About Fleming

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.

                     About Core-Mark

Core-Mark is a leading distributor of consumer packaged goods and
store supplies to the convenience retail industry. Core-Mark
provides distribution and logistics services as well as value-
added programs to over 19,500 customer locations across 38 states
and five Canadian provinces. Core-Mark services a variety of store
formats including traditional convenience retailers, mass
merchandisers, drug, liquor and specialty stores, and other stores
that carry consumer packaged goods. Headquartered in San
Francisco, California, Core-Mark is currently a subsidiary of
Fleming Companies, Inc.


FOOTSTAR: HSR Waiting Period for Foot Locker Purchase Expires
-------------------------------------------------------------
Foot Locker, Inc. (NYSE: FL), the New York-based specialty
athletic retailer, announced that the waiting period required
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in
connection with its proposed purchase of approximately 350
Footaction stores had expired.

Footstar, Inc. filed for Chapter 11 bankruptcy protection on March
2, 2004, which requires that any disposition of its Footaction
stores would be entered into under a Bankruptcy Code Section 363
sale process. The U.S. Bankruptcy Court subsequently approved the
sale on April 21, 2004. The Company expects the transaction to
close before the end of this week for $225 million in cash,
subject to certain closing adjustments.

Foot Locker, Inc. plans to report its first quarter 2004 results
on Wednesday, May 19, 2004. A conference call is scheduled on May
20, 2004 for 10:00 a.m. ET to discuss these results, provide
guidance with regard to its earnings outlook for 2004 and review
the details of the Footaction acquisition.

Foot Locker, Inc. is a specialty athletic retailer that operates
approximately 3,600 athletic retail stores in 16 countries in
North America, Europe and Australia. Through its Foot Locker, Lady
Foot Locker, Kids Foot Locker and Champs Sports retail stores, as
well as its direct-to-customer channel Footlocker.com/Eastbay, the
Company is the leading provider of athletic footwear and apparel.


GENERALROOFING: Republic Financial Unit Acquires Controlling Stake
------------------------------------------------------------------
Republic Financial Corporation, a privately held investment
company with ownership interests in assets of more than
$1 billion, said that its partially owned subsidiary GR Investment
Holdings L.L.C. has completed the purchase of a controlling
interest in generalRoofing Services, Inc. (gR), the nation's
leading contractor and provider of commercial and industrial
roofing solutions.

At the same time Republic said that, as a result of the
transaction, gR has filed to reorganize under Chapter 11 of the
Bankruptcy Code in order to obtain better access to working
capital and to restructure its balance sheet to more realistically
reflect current market conditions and provide the appropriate
financial foundation for sustainable growth in the future. The
filing took place in U.S. Bankruptcy Court for the Northern
District of Texas in Dallas.

GR Investment Holdings has purchased the approximately $46 million
senior debt facility and committed $25 million in debtor-in-
possession (DIP) financing. It believes this is sufficient to fund
post-petition operating expenses and supplier and employee
obligations.

"This transaction provides gR with an opportunity to restructure
and become more efficient," said Bart Roggensack, a former
director of gR who has been named chief executive officer of the
company. "With Republic as an active participant in our business,
we have acquired both the financial and management resources we
need to realize the promise of a truly national roofing company
that meets the roofing needs both of large national accounts and
local builders and developers. The filing will enable us to
continue to operate the business while we develop a realistic
capital structure and business organization under which gR can
become a profitable business in the future."

"gR has a terrific future. That's why we invested in it," said
James H. Possehl, chairman and chief executive officer of
Republic, "and that's why we intend to work with gR for the best
possible long-term outcome for its stakeholders.

"Despite recent liquidity problems resulting from an unprecedented
downturn in commercial and industrial construction over the past
three years, we have every confidence in the fundamental strength
of gR's unique business model and are convinced that the national
platform gR has created is ultimately workable and is fast
becoming the preferred approach of customers and suppliers alike.

"There is no doubt in my mind that with intensive, long-term
management focus and dedicated operational expertise, we can
successfully revitalize the business and enhance the enterprise
value for all stakeholders," Mr. Possehl said.

The company said that during the reorganization, daily operations
would continue as usual. It also said it planned to accelerate
efforts to consolidate and become a leaner, more efficient and
cost-effective organization.

According to Mr. Roggensack, "Rapid expansion has left gR with
duplicative functions in virtually all areas of operation. It's
been confusing for customers and costly for the company. The job
is just starting, but I can assure everyone that we can and will
emerge as one company with effective economies of scale and clear
points of differentiation from competitors."

During the reorganization, he said, "Employees will continue to be
paid as usual. We have already asked the Court for permission to
continue medical and other company benefits, and as this
permission is routine, employees will be on the job and at the
jobsite helping us complete our commitments to customers and win
new business, as well.

"We will be hard at work re-establishing terms with suppliers.
With the DIP financing in place and the protections afforded under
the Bankruptcy Code for post-petition purchases, we expect the
process to move along more quickly for our mutual benefit.

"gR is perhaps one of the largest purchasers of roofing materials
and processes in the country, and the success of our suppliers is
closely tied to that of gR."

In an October 1, 2003 article, RSI magazine awarded gR the top
spot in its annual survey of "Top 100" contractors. "Safety,
reliability and technical superiority are what makes gR the leader
in its industry. The recapitalization enables us to redouble our
efforts, assure continued leadership and meet rapidly changing
customer demands.

"Customer needs have become national and global; they require
rigorous maintenance of their real estate assets and prefer to
work with national services to accomplish this. They want a value-
added partner and no one is in a better position to provide those
resources than gR."

gR was founded in 1998. It provides new roof construction,
restoration of existing roofs, replacement of significantly
damaged roofs and emergency and maintenance services to commercial
multi-property owners and managers in a variety of industries both
nationally and regionally. gR employs approximately 2400 in 36
operating locations and six service centers in 23 states.

            About Republic Financial Corporation

Republic Financial Corporation, located in Aurora, Colorado, is a
privately held investment company specializing in private equity,
equipment leasing portfolios, aviation, structured finance
transactions, distressed commercial debt and turnaround management
expertise. Founded in 1971, Republic has ownership interests in
assets of more than $1 billion and has achieved commercial success
by structuring creative financial solutions and employing
intensive due diligence and asset management to generate
profitable returns.


GEORGIA-PACIFIC: Improved Liquidity Spurs S&P's Stable Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Atlanta,
Ga.-based Georgia-Pacific Corp. (GP) and its subsidiaries to
stable from negative, and affirmed its 'BB+' corporate credit and
senior unsecured debt ratings.

"The rating actions reflect an improving financial profile and
much better liquidity than when the negative outlook was assigned
in September 2002," said Standard & Poor's credit analyst Cynthia
Werneth. As of April 3, 2004, lease-adjusted debt totaled $11.2
billion.

The ratings reflect GP's position as a leading forest products
company with broad product diversity and good cost and market
positions in certain product categories, offset by industry
cyclicality, aggressive debt leverage stemming from large, debt-
financed acquisitions in 1999 and 2000, and risks associated with
asbestos-related liabilities that may rise in coming years, but
should remain manageable. In addition, since GP spun off all its
timberlands a few years ago, it does not benefit from the fiber
integration and financial flexibility that significant timberland
ownership provides to most other leading U.S.-based forest
products manufacturers.

GP has been transforming itself in the past few years, shedding
commodity businesses, such as a majority interest in its office
products distribution business and a large portion of its uncoated
free sheet manufacturing. In the near term, it is also expected to
complete the sale of its two nonintegrated pulp mills, building
products distribution business, and small equity stake in a
Brazilian pulp manufacturer, and use expected net proceeds of
nearly $1.4 billion to reduce debt. Standard & Poor's does not
deem these latest divestitures as tremendously deleveraging when
considering the loss of associated earnings and cash flow. Also,
these transactions reduce business diversity slightly. However,
these asset sales are positive in that they should focus
management attention and capital resources on a handful of
higher-performing businesses, particularly consumer products,
packaging, and wood products manufacturing.

Higher virgin and recycled fiber, energy, transportation, resin,
and employee benefit costs have affected all GP's businesses to
varying degrees. These negative factors have been offset to some
extent by administrative cost reductions during the past two
years. Although the company expects to reduce book debt to $9
billion or less by year-end, from $10.8 billion at the end of the
first quarter, credit measures remain weak for the ratings.
However, results are expected to improve as the strengthening
economy begins to lift paper and paperboard demand and pricing,
and tissue price wars abate. Wood product prices should remain
strong for most of the rest of this year, but eventually decline.
To maintain a 'BB+' corporate credit rating, GP needs to achieve
and average over the course of an industry cycle: funds from
operations to debt of 20% to 25%, EBITDA interest coverage of
about 4x, and total debt to EBITDA of 2.5x to 3.0x.


GEORGIA-PACIFIC: Elects K. Horn & W. Johnson as New Directors
-------------------------------------------------------------
Georgia-Pacific Corp. (NYSE: GP) shareholders, at their annual
meeting, elected two new directors and four current directors to
new terms, and approved three company proposals.

Two new directors were elected to serve until the 2007 annual
meeting: Dr. Karen N. Horn, retired managing director of Marsh
Inc., and William R. Johnson, chairman, president and chief
executive officer of H.J. Heinz Company.  Horn also serves as a
director of Eli Lilly and Company and T. Rowe Price Mutual Funds.
Johnson also is a director of H.J. Heinz Company and Clorox
Company as well as a member of the board of the Grocery
Manufacturers of America and the University of Pittsburgh.

Directors elected to serve until the 2007 annual meeting were
Barbara L. Bowles, chairman, chief executive officer and chief
investment officer of The Kenwood Group, Inc.; David R. Goode,
chairman, president and chief executive officer of Norfolk
Southern Corporation; and Donald V. Fites, retired chairman
of Caterpillar Inc.  Also, James B. Williams, retired chairman of
SunTrust Banks, Inc., was elected to serve until the 2005 annual
meeting.

Director Worley H. Clark, president of W.H. Clark & Associates,
Ltd., retired from the board of directors per the company's
corporate governance guidelines.  He has served as a Georgia-
Pacific director since 2000, and served on the board of directors
for Fort James Corp. from 1993 to 2000.

Shareholders also passed a proposal to amend the Georgia-Pacific
Corp. Long-Term Incentive Plan to add stock appreciation rights as
permitted awards under the plan.  Shareholders also passed a
proposal to approve the Georgia-Pacific Corp. Short-Term Incentive
Plan so that awards paid under the plan will be fully deductible
under 162(m) of the Internal Revenue Code. A proposal to ratify
Ernst & Young as the company's independent auditors for 2004 also
was approved.

The board of directors also declared a regular quarterly dividend
of 12.5 cents per share on the company's common stock. The
dividend is payable May 24, 2004, to shareholders of record as of
May 14, 2004.

During the meeting, the company's chairman and chief executive
officer, A.D. "Pete" Correll, told shareholders, "Simply put, 2003
was a year when we delivered on our strategy and commitments.
When economic and market conditions remained tough, we did not
bend or break.  In fact, we continued to make strides necessary to
become stronger still, particularly as we begin to see the signs
of recovery blossoming in early 2004.

"Georgia-Pacific has been in business now for over three-quarters
of a century, providing the everyday essential products needed by
people around the globe.  The core of our strategy is flawless
execution, which we intend to focus on delivering in 2004 and
beyond," Correll concluded.

Headquartered at Atlanta, Georgia-Pacific (S&P/BB+ Corporate &
Senior Debt Ratings/Stable) is one of the world's leading
manufacturers and marketers of tissue, packaging, paper, building
products, pulp and related chemicals. With 2003 annual sales of
more than $20 billion, the company employs approximately 60,000
people at 400 locations in North America and Europe.  Its familiar
consumer tissue brands include Quilted Northern(R), Angel Soft(R),
Brawny(R), Sparkle(R), Soft 'n Gentle(R), Mardi Gras(R), So-
Dri(R), Green Forest(R) and Vanity Fair(R), as well as the
Dixie(R) brand of disposable cups, plates and cutlery.  Georgia-
Pacific's building products business has long been among the
nation's leading suppliers of building products to lumber and
building materials dealers and large do-it-yourself warehouse
retailers.  For more information, visit http://www.gp.com/


GETTY PETROLEUM: S&P Assigns Low-B Ratings with Stable Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Getty Petroleum Marketing Inc. In addition,
Standard & Poor's assigned its 'BB-' rating  and a recovery rating
of '1' to the company's proposed $75 million senior secured
revolving credit facility due 2008 and its 'B+' rating and
recovery rating of '2' to the company's proposed $270 million
senior secured term loan B due 2010.

The outlook is stable. The proposed term loan and revolving credit
facility comprise essentially all of the company's outstanding
balance-sheet debt, although Getty has entered into substantial
operating leases that increase its lease-adjusted debt leverage.

"The ratings on Getty reflect the company's participation in a
brutally competitive, capital-intensive, and cyclical industry and
its very high debt leverage," said Standard & Poor's credit
analyst Bruce Schwartz.

"These credit weaknesses are mitigated by the company's focus on
Northeastern U.S. markets that have some insulation from
hypermarket competition, an experienced management team with a
sound strategy for improving margins, a credit facility structure
that greatly circumscribes Getty's ability to either distribute
cash to its shareholder or engage in growth projects without
raising additional equity capital," continued Mr. Schwartz.

Standard & Poor's also said that Getty should generate modest free
operating cash flow in most periods and currently has fairly good
liquidity.

Getty, an indirect wholly owned subsidiary of OAO Lukoil
(BB/Stable/--), is a petroleum marketing company that is focused
on the Northeastern U.S. Getty today controls 1,080 retail service
stations, supplies an additional 240, and has a small home heating
oil business.

Getty is in the process of purchasing ConocoPhillips' retail
assets in New Jersey and Pennsylvania for about $306 million
(including an estimated $40 million required for working capital),
which will bring the company's total station count to about 2,100.


GLOBAL CROSSING: Reviewing 2002 & 2003 Financial Statements
-----------------------------------------------------------
Global Crossing Limited (NASDAQ: GLBC) announced that it is
conducting a review of its previously reported financial
statements for the years ended December 31, 2003 and 2002,
including respective interim periods.  In the course of preparing
the company's financial statements for the first quarter of 2004,
management became concerned with the adequacy of the company's
accrued cost of access liability.  Management presented its
concerns to Global Crossing's Audit Committee and, at the
direction of the Audit Committee, is continuing to examine the
company's accrued cost of access liabilities and cost of access
expenses and the related internal control environment.  Cost of
access includes usage-based charges paid to other carriers to
originate and terminate voice services, leased line charges for
dedicated facilities and local loop charges, and usage-based
Internet peering charges.

Although the review is continuing, Global Crossing's preliminary
assessment indicates that its accrued cost of access liability at
year-end 2003 was understated by an amount ranging from
approximately $50 million to approximately $80 million.  In that
connection, the company expects to restate previously reported
financial statements.  The company's assessment of the amount of
the understatement is preliminary, and material revisions to the
amount could arise as a result of the ongoing review.  While the
company believes that this understatement of the accrued cost of
access liability relates primarily to understatements of cost of
access operating expenses during the year ended December 31, 2003,
it is also reviewing its cost of access operating expenses for the
year ended December 31, 2002. Global Crossing's accrued cost of
access liability as of December 31, 2003 was $150 million, and its
cost of access operating expenses during 2003 were $1,915 million.
The expected adjustment of the company's accrued cost of access
liability will be recorded as a non-cash charge.

Global Crossing believes that the understatement of cost of access
results primarily from incorrect estimates of cost of access
expenses and the failure to reconcile these expenses to vendor
invoices, while approximately $10 million of the understatement
reflects an expected reclassification within Global Crossing's
emergence balance sheet as permitted by fresh start accounting
rules.  The company is assessing the internal control issues
presented and, in light of the expected restatement, currently
believes that these issues constitute a material weakness in its
internal controls.  The company is undertaking steps to address
these internal control issues.

Global Crossing's previously reported financial statements for the
years ended December 31, 2003 and 2002, including respective
interim periods, and the company's guidance concerning its 2004
results of operations and future liquidity needs should be
disregarded pending the outcome of the review.  Following the
completion of the review, as soon as practicable, the company
will amend periodic reports previously filed with the Securities
and Exchange Commission to reflect the expected restatement and
to revise disclosures related to the internal control issues
presented and the company's methodologies for estimating cost of
access expenses and reconciling these expenses to vendor
invoices.

Global Crossing has informed its independent accountants, Ernst &
Young LLP, and its former independent accountants, Grant Thornton
LLP, of the issues being reviewed.  Global Crossing has also
notified the Securities and Exchange Commission and the NASDAQ
National Market of the review and of the company's expected
restatement of previously reported financial statements.

Pending the ongoing review and the restatement, Global Crossing is
postponing its June 2004 shareholders meeting, the filing and
mailing to shareholders of its proxy statement, and its earnings
release and Quarterly Report on Form 10-Q for the first quarter of
2004.

Global Crossing is currently seeking to arrange financing to fund
its anticipated liquidity requirements, and had expected to have a
financing facility in place by June 30, 2004.  However, the
ongoing review of cost of access and the expected restatement of
previously reported financial statements could delay the company's
ability to arrange such financing.  As a result, the company has
communicated with Singapore Technologies Telemedia Pte Ltd ("ST
Telemedia"), Global Crossing's majority shareholder, regarding
such a potential delay.  ST Telemedia had previously expressed
willingness to provide up to $100 million short-term financial
support in 2004 to Global Crossing under certain circumstances.
It has affirmed its intention to make available to the company, if
necessary, such financial support in order for the company to
bring longer term capital into the business, on terms to be
negotiated, and subject to being satisfied with the company's
accrued cost of access liabilities and cost of access expenses and
the related internal control environment.

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)


GEORGETOWN STEEL: International Steel Buying Steel Plant in June
----------------------------------------------------------------
International Steel Group Inc. (NYSE: ISG) announced that it has
signed a definitive agreement to acquire the assets of the
Georgetown Steel Company facility in Georgetown, South Carolina,
subject to customary closing adjustments and approval by the U.S.
Bankruptcy Court. The agreement has been approved by the boards of
directors of both ISG and Georgetown Steel.

ISG expects the acquisition to close in June. The Company plans to
restart operations at the plant in the third quarter of 2004.
Initial discussions are taking place with the United Steelworkers
of America regarding a labor contract and staffing of the plant.

Georgetown Steel, a manufacturer of high-carbon steel wire rod
products, filed for Chapter 11 bankruptcy in October 2003 and
ceased production. The facility has annual steelmaking capacity of
1 million tons and rolling capacity of 800,000 tons. The
Georgetown plant has the capability to produce high-quality wire
rod products, which command a significant market premium compared
with commodity rod products. Wire rods are used to make low carbon
fine wire drawing, wire ropes, tire cord, high-carbon machinery,
and upholstery springs. Georgetown Steel also has capacity to
produce 500,000 tons annually of Direct Reduced Iron (DRI), a
scrap substitute.

"The Georgetown facility represents some of the best steelmaking
rolling mill capabilities in North America," said Rodney B. Mott,
ISG's President and Chief Executive Officer. "Rod market demand is
strong and we believe that this acquisition offers opportunities
similar to those we have achieved with our other acquisitions."

            About International Steel Group Inc.

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


IMPATH INC: Sells Cancer Testing Division to Genzyme for $215MM
---------------------------------------------------------------
Crossroads, LLC, a nationally renowned consulting firm
specializing in financial restructuring, announced that the
reorganization efforts of IMPATH Inc. (OTC Pink Sheets: IMPHQ.PK)
have culminated in the sale of the company's Physician Services
business unit to Genzyme Corporation (Nasdaq: GENZ) for
approximately $215 million in cash. The announced closing is the
latest step in a reorganization that will deliver financial
reimbursement to both creditors and shareholders of IMPATH. IMPATH
Inc. filed for Chapter 11 bankruptcy protection on September 28,
2003.

Among other successes, since IMPATH's Chapter 11 filing, the
IMPATH management team and Crossroads implemented a plan to
stabilize operations during the course of multiple financial
investigations, and create a compelling go-forward business
strategy. Miller Buckfire Lewis Ying and Co. LLC was retained to
explore a series of sales of assets to strategic partners. Weil
Gotshal & Manges LLP was also retained as debtor counsel.

"When Crossroads was retained by IMPATH, we faced a set of
challenges that put the company's long-term survival in question,"
said Holly Felder Etlin, a Principal with Crossroads who is
serving as Chief Restructuring Officer at IMPATH. "However,
working closely with a great management team, we were able to
embark on a course of action that has yielded significant cash
proceeds available for distribution."

"We would like to thank the talented consultants and advisors that
assisted us in reaching this successful restructuring outcome.
Crossroads provided their expertise and insight to the IMPATH
Board of Directors and management team along with 24/7 hands-on
support," said Carter H. Eckert, Chairman and CEO of IMPATH.
"Additionally, I'd like to acknowledge the contribution of Weil
Gotshal & Manges, our outside counsel, that continues to provide
their experience in bankruptcy-related issues, and Miller Buckfire
Lewis Ying & Co. LLC, who acted as our financial advisor in
connection with the Genzyme transaction. Their respective talents
and abilities enabled our business to go forward under the Genzyme
umbrella, and fortified our efforts to deliver value to all of our
economic stakeholders," Mr. Eckert concluded.

"Certainly, everyone involved in this turnaround story deserves a
lot of credit, but none of this would have been possible without
the unwavering support of management and employees of IMPATH.
Perhaps the most satisfying aspect of this assignment is that,
through our collective efforts, a substantial percentage of the
company's workforce continued on with the buyers of the assets,"
Holly Etlin added.

                   About Crossroads LLC

Crossroads, LLC, is a national restructuring firm specializing in
workouts with distressed companies and representatives of debtors
and creditors. The firm provides specialized services in Financial
Advisory; Investment Banking; Turnaround Management; Operations
Improvement; and Litigation Analytics, Valuation and Investigative
Services, as well as Value Management and Claims Administration.
In addition to New York, the firm has offices in Irvine, Dallas,
Houston, and Kansas City.


INTERNATIONAL BIOCHEMICAL: Employs Jesse Blanco as Attorney
-----------------------------------------------------------
International BioChemical Industrees, Inc., is asking the U.S.
Bankruptcy Court for the Southern District of Texas' permission to
employ Jesse Blanco, Esq.  The Debtors reports that Mr. Blanco is
familiar with the legal and financial issues and problems the
company is facing.

The Debtor expects Mr. Blanco's services to include:

   a) examination of claims of creditors in order to determine
      their validity;

   b) giving advice and counsel to Applicant in connection with
      legal problems, including use of cash collateral, sale or
      lease of property of the estate, obtaining credit,
      assumption and rejection of unexpired leases and executory
      contracts, requests for security interests, relief from
      the automatic stay, special treatment, payment of
      prepetition obligations, etc.;

   c) negotiation with creditors holding secured and unsecured
      claims for a Plan of Reorganization;

   d) drafting a Plan of Reorganization and Disclosure
      Statement; and

   e) objecting to claims as maybe appropriate and, in general,
      acting on behalf of Applicant in any and all bankruptcy
      law matters which may arise in the course of this case.

Mr. Blanco will bill the Debtor his current hourly rate of $250
per hour and paralegal works at $60 per hour.

Headquartered in Atlanta, Georgia, International BioChemical
Industries, Inc. -- http://www.bioshield.com/-- is a maker of
concentrated antiviral and antimicrobial products.  The Company
filed for chapter 11 protection on April 5, 2004 (Bankr. N.D. Ga.
Case No. 04-92814).  Jesse Blanco, Jr., Esq., represent the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $114,500 in assets and
$18,465,934 in debts.


IT GROUP: Iron Mountain Asks Court To Compel $664,721 Payment
-------------------------------------------------------------
Before the Petition Date, Iron Mountain Information Management,
Inc., and the IT Group, Inc. Debtors operated under various
agreements whereby Iron Mountain provides records storage,
retrieval, moving, and other services to the Debtors.  The parties
combined several of those agreements into one agreement with one
attendant fee schedule when they entered into a customer agreement
after the Petition Date.

Pursuant to Section 17 and Schedule A to the Postpetition
Agreement, the Debtors are responsible for certain payments under
the Postpetition Agreement.  Pursuant to the Postpetition
Agreement and an Addendum dated August 22, 2003, the Debtors are
also responsible for late charges at the rate of 12% per annum,
compounded monthly, if the Debtors fail to pay Iron Mountain's
charges within 45 days after the invoice date.

                        The W&H Agreement

Charles J. Brown, III, Esq., at Elzufon, Austin, Reardon,
Tarlov & Mondell, PA, in Wilmington, Delaware, relates that
certain prepetition accounts between Iron Mountain and the
Debtors, including one between Iron Mountain, as successor in
interest to Professional Records Center, Inc., and W&H Pacific,
were not included in the Postpetition Agreement.  Through April
2004, the storage charges and estimated service charges due Iron
Mountain under the W&H Agreement total $2,037.

Iron Mountain acquired the stock of Intermation, Inc., on
April 6, 1998.  Intermation had earlier acquired Professional
Records Center.  Intermation was subsequently merged into Iron
Mountain.

The W&H Agreement provides for a late charge of 2% per month if a
customer fails to pay a charge within 45 days of the invoice
date.  Mr. Brown reports that $2,018 storage charges were
invoiced on March 31, 2004 and the service charges were billed on
April 30, 2004.

Iron Mountain understands that, as an asset of the estate, the
Postpetition Agreement will vest in the Litigation Trust on the
Effective Date.  The Postpetition Agreement provides, in
pertinent part:

   "The initial term of this [a]greement shall continue for one
   (1) year after commencement. [U]pon expiration of the initial
   term, the term will continue with automatic renewals for
   additional one (1) year terms, unless written notice if the
   non-renewals is delivered by either party to the other not
   less than thirty (30) days' notice."

Iron Mountain, therefore, seeks to liquidate its administrative
expense claim against the Debtors for the remaining amounts owed
for storage services for the initial one-year term of the
Postpetition Agreement, and the destruction and retrieval costs
of the documents, plus the cost of storage during the destruction
process.

                           Schedule A

Schedule A to the Postpetition Agreement includes line item costs
per cubic foot for storage, retrieval and destruction, which is
based on the cost to Iron Mountain for the services.  Currently,
Mr. Brown explains that Iron Mountain is storing 92,966.97 cubic
feet of records for the Debtors under the Postpetition Agreement.
Based on Schedule A, the amount incurred for storage and
estimated service charges under the Postpetition Agreement
through April 2004 is $24,810.  The estimated cost for storage
and service charges through the remainder of the initial one-year
term of the Postpetition Agreement is $73,482.  A fair and
reasonable estimate of the cost for retrieval and secure
destruction of the records by shredding after the initial term of
the Postpetition Agreement, and the cost of continued storage
during the secure destruction process is $564,393.

Notwithstanding the Debtors' obligation to timely pay Iron
Mountain the amounts due and owing under the Postpetition
Agreement, the W&H Agreement and any other agreements, the
Debtors still have certain amounts that remain due and owing.
Iron Mountain also asserts claim for amounts that will come due
after the Plan Effective Date.

                     Payments Should be Made

By this motion, Iron Mountain asks the Court to compel the
Debtors to pay its administrative expense claim of at least
$664,721, which represents:

   (a) $26,847 in storage and service charges incurred under the
       Post-Petition Agreement and the W&H Agreement through
       April of 2004, plus applicable late charges; and

   (b) $73,482, which represents the amount under the Post-
       Petition Agreement for estimated storage and service
        charges during the remaining initial term -- beginning in
        May of 2004 -- of the Post-Petition Agreement; plus

   (c) $564,393, representing the fair and reasonable estimate of
       the cost for retrieval and secure destruction of the
       records by shredding after the initial term of the Post-
       Petition Agreement, and the cost of continued storage
       during the destruction process.

These amounts all reflect the estates' obligations.

Mr. Brown points out that the plain terms and date of the
Postpetition Agreement clearly show that it was entered into
after the Petition Date with the Debtors' bankruptcy estate, not
with a prepetition debtor.  In addition, the costs under the
Agreement were pre-approved by the Debtors' Frank Rice.  The
postpetition obligations under any other agreements were also
incurred postpetition as the Debtors continually expressed their
need for services to Iron Mountain during the bankruptcy
proceedings.

Because the Postpetition Agreement was made with the Debtors'
bankruptcy estate, the Debtors benefited from Iron Mountain's
services through the continued storage, moving, retrieval and
other services, and eventual disposition of the materials stored
under the Postpetition Agreement.  The Debtors will also benefit
from Iron Mountain's services through the continued storage,
moving, retrieval and other services under any other agreements
through the Effective Date.  The rates of payment in the
agreements reflect the benefit to the estate arising from the
Debtors' use of Iron Mountain's services.

Headquartered in Monroeville, Pennsylvania, The IT Group, Inc. --
http://www.theitgroup.com-- together with its 92 direct and
indirect subsidiaries, is a leading provider of diversified,
value-added services in the areas of consulting, engineering and
construction, remediation, and facilities management. The Company
filed for chapter 11 protection on January 16, 2002 (Bankr. Del.
Case No. 02-10118).  David S. Kurtz, Esq., at Skadden Arps Slate
Meagher & Flom, represents the Debtors in their restructuring
efforts.  On September 30, 2001, the Debtors listed $1,344,800,000
in assets and 1,086,500,000 in debts. (IT Group Bankruptcy News,
Issue No. 47; Bankruptcy Creditors' Service, Inc., 215/945-7000)


KAISER ALUMINUM: Projects $120 Million Chapter 11 Exit Costs
------------------------------------------------------------
Upon emergence from Chapter 11, the Kaiser Aluminum Corporation
Debtors will have to pay or otherwise provide for a material
amount of claims.  These claims include accrued but unpaid:

   * professional fees,
   * priority tax and environmental claims,
   * secured claims, and
   * certain postpetition obligations

In a recent filing with the Securities and Exchange Commission,
Kaiser Aluminum and Chemical Corporation President and CEO, Jack
A. Hockema, estimates these Exit Costs to be in the range of $100
million to $120 million.  The Debtors currently expect to fund
the Exit Costs using the proceeds to be received under the
proposed Intercompany Agreement together with existing cash
resources and available liquidity under an exit financing
facility that will replace the current Postpetition Credit
Agreement.  If payments under the Intercompany Agreement together
with the existing cash resources and liquidity available under an
exit financing facility are not sufficient to pay or otherwise
provide for all Exit Costs, the Debtors will not be able to
emerge from Chapter 11 unless and until sufficient funding can be
obtained.

The Debtors' management believes that it will be able to
successfully resolve any issues that may arise in respect of the
Intercompany Agreement or negotiate a reasonable alternative.
Mr. Hockema, however, notes that no assurances can be given in
this regard.

According to Mr. Hockema, any reorganization plan that will
ultimately be filed will reflect the Debtors' strategic vision
for emergence from Chapter 11:

   (a) A standalone going concern with manageable leverage and
       financial flexibility, improved cost structure and
       competitive strength;

   (b) a company positioned to execute its long-standing vision
       of market leadership and growth in fabricated products;

   (c) A company that delivers a broad product offering and
       leadership in service and quality for its customers and
       distributors; and

   (d) A company with continued ownership of those commodity
       assets that have the potential to generate significant
       cash at steady-state metal prices and which provide a
       strategic hedge against the fabricated products business'
       needs for primary aluminum.

While the Debtors intend to continue to pursue a standalone
fabricated products company emergence strategy, from time to
time, they may also evaluate other reorganization strategies,
consistent with their responsibility to maximize the recoveries
for their stakeholders.

The Debtors' advisors have developed a timeline that, assuming
the current pace of the Chapter 11 cases continues, is expected
to allow the Debtors to file a Plan by mid-year 2004 and emerge
from Chapter 11 as early as late in the third quarter of 2004,
subject to a confirmation in accordance with applicable
bankruptcy law.  But no assurances can be given as to whether or
when any plan or plans of reorganization will ultimately be filed
or confirmed.

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)


KERZNER INTERNATIONAL: S&P Places Ratings on Watch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on hotels
and a casino owner and operator Kerzner International Hotels Ltd.,
including its 'BB' corporate credit rating, on CreditWatch with
negative implications.

"The rating action follows the company's announcement that it has
further increased spending associated with its Phase III expansion
project for Atlantis on Paradise Island, Bahamas," said Standard &
Poor's credit analyst Peggy Hwan. "Given the greater spending, in
addition to the company's previously announced growth initiatives,
debt leverage is now likely to increase beyond Standard & Poor's
expectations."

In resolving the CreditWatch listing, Standard & Poor's will meet
with management to further discuss its capital spending plans,
operating performance, and longer-term growth and financing
strategies. Standard & Poor's has determined that if a downgrade
were to occur, it would be limited to one notch.


KMART CORP: Replacing Trumbull with Alixpartners as Claims Agent
----------------------------------------------------------------
When Kmart Corporation filed for chapter 11 protection, it sought
to employ Trumbull Services, LLC, as the official Claims and
Noticing Agent in its bankruptcy cases.  The Bankruptcy Court
approved the Debtors' request.

Prior to the Petition Date, the Debtors employed AP Services,
LLC, an affiliate of AlixPartners, LLC, to manage and direct
certain of their restructuring efforts, including claims
administration.  As a result of AlixPartners' involvement in the
Chapter 11 cases, it has obtained valuable knowledge with respect
to the claims filed and procedures followed in the Chapter 11
cases.  AlixPartners currently maintains a claims register,
coordinates all noticing of pleadings, and facilitates quarterly
distributions to creditors under the Plan.

By this application, the Debtors seek the Court's authority to:

   (a) terminate Trumbull Services, LLC, as their Claims and
       Noticing Agent for these Chapter 11 cases, effective
       April 30, 2004; and

   (b) employ AlixPartners as Claims and Noticing Agent for the
       remainder of these Chapter 11 cases, effective on
       Trumbull's termination of services.

Andrew Goldman, Esq., at Wilmer, Cutler, Pickering, LLP, in New
York, relates that the Debtors propose to retain AlixPartners on
the terms and conditions set forth in a Services Agreement.
Pursuant to the Services Agreement, AlixPartners will:

   * develop a customized claims Web site to replace the Web site
     currently offered by Trumbull;

   * coordinate with Trumbull to transition all necessary duties;

   * coordinate the processing and mailing of all necessary
     notices to creditors;

   * receive and process all proofs of claim and maintain the
     official claims register;

   * track all claims transfers and update ownership of claims in
     the claims register accordingly;

   * provide both the Debtors and their counsel access to the
     claims database system;

   * work with the Debtors and their counsel to resolve
     bankruptcy claims asserted against the estates;

   * calculate required claims reserves and prepare distribution
     reports, as necessary;

   * calculate amounts to be distributed to each creditor and
     update system for payment tracking;

   * work with the Debtors to pursue recovery of remaining
     avoidance actions and other miscellaneous assets;

   * prepare and distribute all distributions and file all
     reports necessary; and

   * assist with other matters as may be requested that fall
     within AlixPartners' expertise and that are mutually
     agreeable.

The Debtors and AlixPartners have agreed to this fee structure:

   (1) For purposes of monthly billings, AlixPartners' fees will
       be based on hours charged at discounted hourly rates:

            Principals           $432
            Senior Associates     360
            Associates            260
            Consultants           210
            Analysts              145
            Paraprofessionals     105

   (2) The Debtors will pay or directly reimburse AlixPartners
       on receipt of periodic billings for all reasonable
       out-of-pocket expenses incurred in connection with the
       assignment; and

   (3) The hourly fees will be discounted by 50% for time billed
       as travel.

Mr. Goldman notes that to date, approximately 57,000 Proofs of
Claim have been filed against the Debtors in these Chapter 11
cases.  As of March 15, 2004, approximately 9,000 Claims remained
unresolved.  Due to a large number of Claims filed, the Office of
the Clerk of the United States Bankruptcy Court for the Northern
District of Illinois is not sufficiently equipped to efficiently
and effectively maintain the claims filed.

The Debtors believe that the most effective and efficient manner
by which to accomplish the process of docketing, maintaining and
photocopying the remaining proofs of claim in these Chapter 11
cases is for them to engage AlixPartners to act as Claims and
Noticing Agent of the Bankruptcy Court.

Mr. Goldman points out that because of the size and complexity of
these Chapter 11 cases, AlixPartners is required to perform the
same administrative functions as Trumbull.  AlixPartners is
already collecting and maintaining information regarding the
thousands of claims filed against the Debtors and transmitting
this information to Trumbull.  As a result of this process, the
Debtors have been paying for essentially duplicate services
performed by both AlixPartners and Trumbull.

Mr. Goldman maintains that it would be more cost-effective and
efficient to centralize all claims administrative functions
exclusively with AlixPartners.  In addition, Trumbull has agreed
to continue to provide the Debtors with transition services and
with affidavits of mailing for the time in which they acted as
Claims and Noticing Agent.  Trumbull will charge the Debtors on
an hourly basis for those services.

Moreover, Mr. Goldman relates that in March 2004, Trumbull
commenced an action against the Debtors for unpaid fees and
expenses.  While Trumbull and the Debtors continue to work in
good faith towards resolving these fee issues, the commencement
of the suit has complicated the engagement and strained
relations.

The Debtors believe that replacing Trumbull with AlixPartners
will save them approximately $40,000 per month.  These savings
provide a great benefit to the Debtors and their creditors.

AlixPartners is a turnaround restructuring firm with years of
experience with large and complex Chapter 11 cases, including as
claims and noticing agent.  AlixPartners has provided identical
or substantially similar services in other Chapter 11 cases.

Meade Monger, a Principal at AlixPartners, LLC, tells the Court
that he knows of no fact or situation that would represent a
conflict for the firm with regards to the Debtors. (Kmart
Bankruptcy News, Issue No. 73; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


LIBERTY MEDIA: Releasing Q1 Supplemental Financial Info on Monday
-----------------------------------------------------------------
Liberty Media Corporation (NYSE: L, LMC.B) announced it will
release First Quarter 2004 Supplemental Financial Information on
Monday, May 10, 2004. There will be no conference call to discuss
the results rather the results will be discussed at Liberty
Media's investor/analyst day in New York on May 13, 2004.

The investor/analyst day will be broadcast live via the Internet
for the benefit of those unable to attend the meeting. All
interested persons should visit the Liberty Media web site at
http://www.libertymedia.com/investor_relations/default.htmto
register for the web cast. Links to the press release and replays
of the call will also be available on the Liberty Media web site.
The web cast and related materials will be archived on the web
site for one year.

Liberty Media Corporation (NYSE: L, LMCB) is a holding company
owning interests in a broad range of electronic retailing, media,
communications and entertainment businesses operating in the
United States, Europe, South America and Asia. Our businesses are
classified in three groups; Interactive, Networks and
International and include some of the world's most recognized and
respected brands, including QVC, Encore, STARZ!, Discovery,
UnitedGlobalCom, Inc., IAC/InterActiveCorp, and News Corporation.

                         *     *     *

As reported in the Troubled Company reporter's February 9, 2004
edition, Liberty Media Corporation's auditors, KPMG PLC, of
London, England, on May 26, 2003, issued a "going concern" notice
in its Auditors Report of that date.  KPMG cited recurring losses,
a net shareholders deficit and financial restructuring as
contributing causes.


LTWC: Michael Arons Appointed Ch 11 Liquidating Plan Administrator
------------------------------------------------------------------
As previously reported, on July 23, 2003, LTWC Corporation and
four of its subsidiaries filed voluntary petitions for relief
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware (Case
No. 03-12272). Also, as previously reported, the Debtors
subsequently sold substantially all of their assets (other than
cash and cash equivalents) to Markado, Inc., pursuant to Section
363 of the Bankruptcy Code.

On March 10, 2004, the Bankruptcy Court entered an order
confirming the Debtors' Plan of Liquidation. Pursuant to the Plan
of Liquidation, Michael Arons was appointed Plan Administrator by
the Bankruptcy Court on March 10, 2004 and the remaining members
of the Board of Directors of the Company resigned on March 22,
2004.

Under the Plan of Liquidation, all administrative and secured
claims shall be paid in full. The Plan Administrator will
liquidate all of the assets, will object to claims and will pursue
any available avoidance actions.  Upon collection of all proceeds
and the resolution of all claims, the Plan Administrator shall
distribute the available money pro rata to unsecured creditors.
Holders of intercompany loans and equity holders will not receive
any distribution under the Plan of Liquidation.

The Company had approximately 75,747,984 shares of its common
stock, par value $.001 per share, issued and outstanding as of
March 10, 2004.  As the Plan of Liquidation is a liquidating plan,
there are no shares of common stock reserved for future issuance
in respect of claims and interests filed and allowed under the
Plan of Liquidation.


MCWATTERS: Selling Sigma-Lamaque to Century Mining for $26 Million
------------------------------------------------------------------
McWatters Mining Inc. (TSX: MWA) announced that it has entered
into a letter of intent to sell its Sigma-Lamaque Mining Complex,
which consists of all the assets of the Sigma-Lamaque Limited
Partnership, to Century Mining Corporation for a total purchase
price comprising cash, shares and debt assumption totalling
approximately $25.9 million.

The purchase price will be satisfied by (i) as to approximately
$19.3 million by the assumption with amended terms by Century
Mining of the term loan presently owing to Investissement Quebec,
and amounts due for vacation pay for employees of McWatters who
worked for the Partnership, (ii) as to approximately $641,000 in
cash to be paid to the creditors of the Partnership who have valid
and enforceable legal hypothecs and to the unsecured creditors of
the Partnership owed less than $2,000, and (iii) as to the
remaining approximately $6 million by the issuance of common
shares of Century Mining to all other unsecured creditors of the
Partnership.

In addition, McWatters has creditors having claims of
approximately $17.0 million, including the gold-linked convertible
debentures. It is anticipated that after giving effect to the
proposed transaction and the receipt of additional proceeds, if
any, realized from the remaining assets of McWatters, creditors of
McWatters will have a shortfall in recovery of their claims and
accordingly it is anticipated that there will be no recovery for
shareholders.

The proposed transaction is subject to a number of conditions
including, among other things, the entering into of a definitive
agreement in relation to the proposed transaction on or before
June 2, 2004, completion of satisfactory due diligence by Century
Mining, the completion by Century Mining of an approximately $10
million equity private placement, the receipt of all necessary
third party and regulatory approvals, and the approval by the
Partnership's creditors of a proposal and ratification by the
Superior Court of Quebec, the whole pursuant to section 58 of the
Bankruptcy and Insolvency Act. Assuming satisfaction or waiver of
such conditions, the transaction is scheduled to (and must, unless
the parties otherwise agree) close on or before July 7, 2004.


MOST HOME CORP: Needs More Capital to Sustain Operations
--------------------------------------------------------
Most Home Corporation's primary business activity is providing a
service that allows real estate professionals and the general
public to find customer service oriented real estate agents in
North American cities through the Company's web sites
MOSTREFERRED.COM and related web sites.

The Company's consolidated financial statements have been prepared
on a going concern basis in accordance with generally accepted
accounting principles in the United States of America. The going
concern basis of presentation assumes the Company will continue in
operation for the foreseeable future and will be able to realize
its assets and discharge its liabilities and commitments in the
normal course of business. Certain conditions currently exist that
raise substantial doubt upon the validity of this assumption.

Operations to date have primarily been financed through the
issuance of common and preferred stock. The Company suffered
recurring losses from operations and negative cash flows from
operations and at January 31, 2004 has an accumulated deficit of
$2,368,317.

The Company does not have sufficient working capital to sustain
operations until January 31, 2005.  Additional debt or equity
financing of approximately $150,000 will be required and may not
be available on reasonable terms. If sufficient financing cannot
be obtained, the Company may be required to reduce operating
activities. Management's intention is to generate $150,000 in
additional financing through one or more private placements of the
Company's common or preferred stock.  There can be no assurance
that the Company will be successful in obtaining any additional
capital which may be needed. Should the Company be unable to
obtain additional capital, the Company may be unable to complete
its operations expansion and marketing plans and may be required
to reduce current operations in order to meet its obligations.


NATIONAL CENTURY: Court Approves Provident Settlement Agreement
---------------------------------------------------------------
Prior to their bankruptcy petition date, certain of the National
Century Financial Enterprises, Inc. Debtors, including NCFE, NPF
Capital, Inc., NPF-SPL, Inc., and NPF-LL, Inc., and The Provident
Bank entered into certain loan and security agreements for the
provision of secured financing to the Debtors.  These documents
included a Loan and Security Agreement dated as of December 15,
1998 and certain other instruments, documents and agreements
entered into in connection with the Loan Agreement.

Under the Agreements, Provident provided the Debtors a line of
credit commitment of up to $40,000,000.  Charles M. Oellermann,
Esq., at Jones Day Reavis & Pogue, in Chicago, Illinois, relates
that as of the Petition Date, the Debtors owed Provident
$14,557,758 under the line of credit.  The Debtors also issued
Provident certain notes with an aggregate outstanding amount of
$4,014,944 as of the Petition Date.  Provident also issued a
letter of credit under the Agreements, with an outstanding
balance of $759,451, as of the Petition Date.  Hence, as of the
Petition Date, the Debtors' aggregate obligations to Provident
totaled $19,332,153.

On April 22, 2003, Provident filed Claim Nos. 360, 361, 362, 363
and 364 against the Debtors, asserting secured claims totaling
$19,332,153, plus interest and attorneys' fees.

In connection with the entry into the Agreements, the applicable
Debtors also granted Provident liens on, security interests in
and assignments of various assets of the Debtors, generally
including:

   * NPF-SPL's accounts receivable, general intangibles and
     proceeds;

   * NPF-LL's equipment, general intangibles and certain
     particular leases and proceeds;

   * NPF Capital's accounts receivable, inventory, equipment,
     general intangibles and the collateral assignment of
     particular capital notes and its proceeds; and

   * cash deposits held at The Provident Bank by the Debtors.

In addition, Debtor NPF X, Inc., provided a guaranty of the
obligations owed under the Agreements and provided a negative
pledge agreement to Provident.

Mr. Oellermann notes that Provident asserted that it has validly
perfected its liens on and security interests in its collateral
and that the value of its collateral substantially exceeds the
outstanding obligations under the Agreements.  Provident asserted
that its secured claims, including those for interest and
attorneys' fees, exceed $22,000,000.

After a review of the documentation, the Creditors Committee
asserted that certain of Provident's liens and security interests
are not validly perfected.  Provident is, in fact, undersecured.

Among the items granted to Provident to secure the Debtors'
obligations is a Loan and Security Agreement dated as of
December 28, 2000, among Amedisys, Inc., and certain of its
subsidiaries, on the one hand, and NPF Capital, on the other
hand.  Pursuant to the Loan and Security Agreement, Amedisys
issued to NPF Capital a cognovit promissory note in the principal
amount of $11,725,000.  The Amedisys Note and all collateral
therefore were assigned to Provident pursuant to a Note and
Security Assignment also dated December 28, 2000, among
Provident, NPF Capital and Amedisys.  Neither the Debtors nor the
Creditors Committee disputes the perfected status of Provident's
security interest in the Amedisys Note Documents.

Since the Petition Date, Provident has held the proceeds of
collections from its asserted collateral in deposit accounts at
The Provident Bank.  As of February 27, 2004, Provident held
three deposit accounts containing proceeds of its asserted
collateral under the Agreements, in these amounts:

   * the NPF-LL Cash Collateral Account (0521-303), with a
     $5,076,221 balance;

   * the NPF Capital Cash Collateral Account (0368-896), with a
     $7,284,312 balance, of which $208,977 represents payments
     received on February 27, 2004 in respect of the Amedisys
     Note Documents; and

   * the cash deposit for the letter of credit amounting to
     $769,918.

All amounts in the Provident Cash Collateral Accounts, including
all interest and funds deposited through the Closing Date, but
excluding all Amedisys Payments are referred to as the Applied
Funds.  The Amedisys Payments are all payments received on the
Amedisys Note Documents on and after February 27, 2004.

Mr. Oellermann reports that the Debtors, the Creditors Committee,
the Subcommittees and Provident engaged in negotiations regarding
the resolution of Provident's claims for several months.  During
the negotiations, the parties discussed extensively their
positions regarding the validity and extent of Provident's liens
and security interests and the value of the underlying
collateral.

Subsequently, after consultation with their creditor
constituencies, the Debtors and Provident agreed to settle
Provident's claims by entering into a settlement agreement.

The principal terms of the Settlement Agreement are:

A. Settlement Amount

   On the Closing, the Debtors will:

      (a) pay Provident the Applied Funds, provided that in no
          event will the Applied Funds exceed $15,600,000;

      (b) pay to Provident an amount equal to the Amedisys
          Payments;

      (c) transfer, assign and convey the right, title and
          interest that the Debtors hold in and to the Amedisys
          Note Documents to Provident; and

      (d) deposit cash payment into an account held at Provident,
          in an amount equal to the difference between
          $15,600,000 and the Applied Funds.  The Cash Payment
          will be held by Provident and will be subject to a lien
          in favor of Provident, until the earlier of the
          Effective Date and May 15, 2004, at which time
          Provident may apply the Cash Payment without any
          further action, authorization or documentation.

          Provident's lien on the Cash Payment and the account
          into which it will be deposited will be deemed
          perfected without the necessity of further
          documentation, filing or other action.

B. Mutual Releases and Global Settlement

   The Debtors and Provident will exchange mutual releases.
   Provident will file UCC termination statements and will take
   other actions as may be reasonably requested by the Debtors to
   terminate Provident's liens, security interests or other
   interests in any of the Debtors' assets and return to the
   Debtors any and all original notes, leases and other documents
   provided by the Debtors as collateral or otherwise in
   connection with the Agreements, other than the Amedisys Note
   Documents.

   Provident will also withdraw with prejudice and covenant not
   to pursue:

      (a) its request to appoint a Chapter 11 Trustee;
      (b) all pending discovery requests;
      (c) the Provident Proofs of Claim; and
      (d) all of the Allocation or Use Reservations of Rights.

C. Transfer of Amedisys Note Documents

   On the Closing Date, the Debtors will convey, transfer and
   assign to Provident, without endorsement or recourse, the
   right, title and interest that the Debtors hold in and to the
   Amedisys Note Documents, in partial satisfaction of
   Provident's secured claims.  The Debtors will disclaim any and
   all right, title and interest in and to the Amedisys Note
   Documents.  The transfer will be on an "As is, Where is" basis
   with no guaranty of collection or value.

Pursuant to Section 363 of the Bankruptcy Code, the Debtors ask
the Court to approve the settlement agreement.

                          *     *     *

Judge Calhoun authorizes the Debtors to enter into the Settlement
Agreement.  All Allocation or Use Reservation of Rights with
respect to Provident is deemed extinguished upon the Closing,
without further Court order.

Furthermore, on the Closing, the Court directs the release of the
proceeds of the settlement that is subject to the California
Litigation Claims Order, with the proceeds to be allocated:

   -- $1,532,278 to NPF,
   -- $9,338,123 to NPF XII, and
   -- $379,599 to NPF Capital.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- is the market leader
in healthcare finance focused on providing medical accounts
receivable financing to middle market healthcare providers.  The
Company filed for Chapter 11 protection on November 18, 2002
(Bankr. D. Ohio Case No. 02-65235).  Paul E. Harner, Esq., Jones,
Day, Reavis & Pogue represents the Debtors in their restructuring
efforts. (National Century Bankruptcy News, Issue No. 39;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NEWPOWER: N.D. Ga. Bankruptcy Court Okays Class Action Settlement
-----------------------------------------------------------------
NewPower Holdings, Inc. (OTC Pink Sheets: NWPW) announced that the
United States District Court for the Southern District of New York
and the United States Bankruptcy Court for the Northern District
of Georgia, Newnan Division approved the settlement agreement with
respect to claims against its former directors, H. Eugene
Lockhart, William I Jacobs, Kenneth L. Lay, Lou L. Pai, James V.
Derrick, Jr., Richard A. Causey, Peter Grauer, Linda Alvarado and
Ray J. Groves, in consolidated actions that were pending in the
District Court entitled In re NewPower Holdings, Inc. Securities
Litigation, No. 02 Civ. 1550 (CLB), and identical purported claims
against the Company filed in the jointly-administered bankruptcy
cases that were pending in the Bankruptcy Court entitled In re The
NewPower Company, Case No. 02-10835, In re NewPower Holdings,
Inc., Case No. 02-10836, and In re TNPC Holdings, Inc., Case No.
02-10837, respectively.

The Bankruptcy Court approved the settlement agreement on March 9,
2004, and the District Court entered a judgment approving the
settlement agreement on April 29, 2004. Pursuant to the settlement
agreement, plaintiffs in the Securities Litigation and claimants
in the Proofs of Claim agreed to resolve all their claims against
the Company and its former directors in exchange for a payment of
$26 million, of which $24.5 million will be paid by insurance
providers and $1.5 million will be paid by the Company. Neither
the Company nor any of the former directors named as defendants in
the Securities Litigation have admitted any liability or
wrongdoing; rather, the parties agreed to settle all outstanding
claims to avoid the costs, burden and uncertainty of the ongoing
litigation.


NORTHWESTERN CORP: Alliance Members End Joint Acquisition Efforts
-----------------------------------------------------------------
The Alliance for a Secure Energy Future announced that it is
ceasing its efforts to acquire the assets of NorthWestern Corp.
after NorthWestern failed to respond favorably to the Alliance's
proposal. The Alliance announced in November 2003 that it was
interested in exploring opportunities presented by NorthWestern's
bankruptcy filing. However, discussions to date have failed to
result in any substantial progress toward achieving such a
purchase.

Based on the lack of progress and the stalled discussions, the
Alliance members see no reason to continue their efforts to pursue
purchase of these assets. Therefore, effective Tuesday, the
Alliance has been dissolved. However, all of the Alliance
participants are reserving the right to pursue other options on an
independent basis.

The Alliance for a Secure Energy Future consisted of MDU Resources
Group, Inc., Bismarck, N.D.; Basin Electric Power Cooperative,
Bismarck, N.D.; Montana Associated Cooperatives LLC, Great Falls,
Mont.; and, East River Electric Power Cooperative, Madison, S.D.


ON SEMICONDUCTOR: Shareholders to Meet on May 19 in Phoenix, Ariz.
------------------------------------------------------------------
The Annual Meeting of Stockholders of ON Semiconductor Corporation
will be held at the Phoenix Airport Marriott located at 1101 North
44th Street, Phoenix, AZ 85008 on Wednesday, May 19, 2004 at 9:30
A.M., local time, for the following purposes:

   1. To elect four Class II Directors each for a three-year term
      expiring at the Annual Meeting of Stockholders to be held in
      2007 or until his successor has been duly elected and
      qualified, or until the earlier of his resignation, removal
      or disqualification;

   2. To approve amendments to the 2000 Stock Incentive Plan to:

       (A) include a ten-year term limit;

       (B) cancel previously authorized automatic increases in the
           number of shares reserved for issuance thereunder and
           replace them with a uniform increase in the number of
           shares of the Company's common stock issuable
           thereunder by 3% of the total outstanding number of
           shares of common stock effective automatically on
           January 1st of each year beginning January 1, 2005 and
           ending after January 1, 2010;

       (C) delegate limited authority to the Company's Chief
           Executive Officer to make final stock option grants on
           a faster schedule than current Company policy; and

       (D) include an option exchange program.

The Company expects these amendments will allow it to continue to
maintain its competitiveness in attracting and retaining talented
employees.

   3. To approve an amendment to the 2000 Employee Stock Purchase
      Plan to increase the total number of shares of common stock
      issuable thereunder from 5,500,000 to 8,500,000.

   4. To approve an amendment to the Certificate of Designations
      of the Series A Cumulative Convertible Preferred Stock
      relating to mandatory redemption provisions.

   5. To ratify the selection of PricewaterhouseCoopers LLP as
      independent auditors to audit Company consolidated financial
      statements for the current year; and

   6. To transact such other business as may properly come before
      the meeting and any adjournment or postponement of the
      meeting.

The Board of Directors has fixed the close of business on March
22, 2004, as the record date for determination of stockholders
entitled to notice of, and to vote at, the Annual Meeting or any
adjournment or postponement thereof

                     *   *   *

As reported in the Troubled Company Reporter's April 5, 2004
edition, Standard & Poor's Ratings Services assigned its 'CCC+'
rating to ON Semiconductor Corp.'s planned offering of $260
million zero-coupon convertible senior subordinated notes, which
will be used to redeem a like amount of 12% notes due 2009, and
for other corporate purposes. At the same time, Standard & Poor's
affirmed its 'B' corporate credit rating and other ratings on the
Phoenix, Ariz.-based company.

The outlook is stable. ON Semiconductor had total debt of $1.4
billion at Dec. 31, 2003.

"ON has taken actions to reduce leverage and increase financial
flexibility, and improving industry conditions should contribute
modestly to profitability. Still, the company's business and
financial profile are not likely to strengthen materially beyond
current levels in the next few years," said Standard & Poor's
credit analyst Bruce Hyman.

ON Semiconductor supplies standard logic and analog integrated
circuits and discrete semiconductors, holding about a 5% combined
share of those fragmented markets.


OWENS CORNING: Commercial Panel Presses for Document Production
---------------------------------------------------------------
Owens Corning proposed a joint reorganization plan that requires,
as an express condition of confirmation, that the Debtors'
estimated tort liability be set at no less than $16,000,000,000.

The Official Committee of Unsecured Creditors believes that the
actual, factually justifiable estimate is a fraction of that
amount, far closer to the estimates publicly disclosed by Owens
Corning in its SEC filings prior to and in the first two years
after the Petition Date.

The Court urged the parties to work together to formulate a
rational pre-trial process for the estimation of Owens Corning's
contingent asbestos-related liability that will clearly be a
pivotal and highly contentious aspect of the Plan confirmation
effort.  Towards that end, the Commercial Committee provided
Owens Corning with an initial written request that, quite
logically, seeks documents relating to Owens Corning's own
internal and publicly disclosed estimates of its asbestos
liability.

William H. Sudell, Jr., Esq., at Morris, Nichols, Arsht & Tunnel,
in Wilmington, Delaware, reports that Owens Corning refused to
give in to the request, contending that the documents are somehow
"irrelevant" to the estimation of contingent claims for purposes
of plan confirmation.  The Commercial Committee asserts that
Owens Corning is wrong.  The documents sought are directly
relevant to estimation, and clearly fall within the broad scope
of discovery "reasonably calculated to lead to the discovery of
admissible evidence" set forth in Rule 26(b)(1) of the Federal
Rules of Civil Procedure.  Owens Corning's internal estimation
documents do not qualify as protected "work product," as they
were prepared in the ordinary course of business to satisfy
federally mandated SEC filing requirements, not "in anticipation
of litigation."

Accordingly, the Commercial Committee asks the Court to compel
Owens Corning to produce the requested documents.

                      Debtors Object

J. Kate Stickles, Esq., at Saul Ewing, LLP, in Wilmington,
Delaware, recounts that beginning in early 2001 and continuing
through August 2002, the Debtors produced extensive discovery to
all constituencies, including the Commercial Committee and its
expert, Dr. Letitia Chambers, of virtually all information
pertinent to assessing the Debtors' historical, pending and
future asbestos liabilities.

According to Ms. Stickles, the Debtors turned over Owens
Corning's complete electronic asbestos claims database which
contains their best available compilation of information
regarding Owens Corning's resolved and pending asbestos personal
injury claims.  In the case of Fibreboard Corporation, the
Debtors not only turned over all three Fibreboard electronic
claims databases, but also produced electronic copies of the
consolidated Fibreboard database created by the Debtors' expert
after he removed duplicate claims and reconciled discrepancies
between the three databases.

Moreover, the Debtors made their expert available to answer
questions from Dr. Chambers and the other experts, and held
numerous meetings and conference calls with the constituencies,
regarding the compilation and operation of the consolidated Owens
Corning and Fibreboard database.

The Debtors provided extensive materials on:

   (1) the historical background information regarding the
       Debtors' asbestos-containing products and sales;

   (2) each National Settlement Program agreement, the "Schedule
       A" information submitted by plaintiffs under each NSP
       agreement and summaries of the Debtors' historic and
       present liabilities under the NSP; and

   (3) the Debtors' summaries of the number of settled and
       unsettled pending cases against them as of the Petition
       Date.

Ms. Stickles notes that the Debtors also extended an invitation
to all constituencies to review individual claim files contained
in the thousands of boxes in the Debtors' warehouse in Granville,
Ohio.

By the end of the production process, the Debtors provided the
Commercial Committee with their best collection of the asbestos
"claims data available today" -- which even the Commercial
Committee admits is the most relevant information needed to
enable all parties to estimate the Debtors' present and future
asbestos liabilities.

Notwithstanding the Debtors' extensive prior disclosure, in
December 2003, the Commercial Committee indicated that it wanted
the Debtors to produce additional estimation-related materials.
After the Debtors sent the Commercial Committee the indexes of
their prior productions, the firm of Davis Polk & Wardell sent
the Debtors a letter on January 28, 2004, attaching a document
request containing five broadly worded requests, with numerous
subparts.  After the Debtors reviewed these requests, they
informed the Commercial Committee that they had already produced
all materials.

The Debtors recognize that the materials requested might
eventually be, but not yet, discoverable.  The Court had already
indicated during the February 9, 2004 hearing that the Debtors
would not be compelled to share the work product until all
parties are compelled to do so.  And since no other constituency
is required to produce the comparable estimation analysis of its
experts at this time, it would be unfair to compel the Debtors to
produce these materials on a different and earlier schedule than
the others.

Ms. Stickles believes that the Commercial Committee's request is
premature because it is not entirely clear whether the Court has
jurisdiction to make rulings related to asbestos-related
proceedings.  In the meantime, the Debtors are prepared to
continue along the cooperative discovery process suggested by the
Court.  After any jurisdictional issues are resolved, the Debtors
believe that at that time, it would be appropriate to schedule
the exchange of the constituencies' testifying experts' reports.

Ms. Stickles assures the Court that the Commercial Committee will
not suffer any prejudice from the Debtors' reports being produced
on the same schedule as all other parties.  The Debtors have
already provided the Commercial Committee with all the
information it may reasonably require to prepare its own analysis
of the Debtors' present and future asbestos liabilities.
Furthermore, there is no logical reason that the Debtors'
historical statements of what their low-end estimate of the
probable and reasonable estimable value of claims -- based solely
on information available to the Debtors prior to the Petition
Date -- should have any relevance to the analysis of the claims
data available today and the calculation of the Debtors' present
and future asbestos liabilities through the year 2049.

Ms. Stickles alleges that it may well be that some of the
documents requested are of greater importance to the Commercial
Committee for purposes other than the estimation proceedings.
The Debtors suspect that the Commercial Committee or some of its
members may desire access to the Debtors' historical reserve
estimates for purposes of litigation filed by members of the bank
group against various of the Debtors' directors and officers.
This is suggested by Kramer Levin's apparent continuing
involvement in preparing the request for document production,
despite the Court's clear instructions that only Davis Polk was
authorized by the Court to represent the Commercial Committee
regarding these estimation proceedings.

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 GROUP: U.S. Debtors File Schedules & Statements
--------------------------------------------------------
Parmalat USA Corporation, Milk Products of Alabama, LLC, and
Farmland Dairies, LLC, delivered their Schedules of Assets and
Liabilities and Statements of Financial Affairs to the United
States Bankruptcy Court for the Southern District of New York on
April 23, 2004, as required by Section 521 of the Bankruptcy Code
and Rule 1007 of the Federal Rules of Bankruptcy Procedure.

Parmalat USA Corporation Assistant Treasurer, Anthony Mayzun,
relates that each of the U.S. Debtors' Schedules and Statements
have been prepared by the companies' management.  "While
management has made every reasonable effort to ensure that the
Schedules and Statements are accurate and complete based on
information that was available to them at the time of
preparation, subsequent information or discovery may result in
material changes to these Schedules and Statements, and
inadvertent errors or omissions may exist.  Moreover, because the
Schedules and Statements contain unaudited information that is
subject to further review and potential adjustment, there can be
no assurance that these Schedules and Statements are complete,"
Mr. Mayzun says.

Nothing contained in the Schedules and Statements will constitute
a waiver of rights with respect to these Chapter 11 cases and
specifically with respect to any issues involving substantive
consolidation, equitable subordination or causes of action
arising under the provisions of Chapter 5 of the Bankruptcy Code
and other relevant non-bankruptcy laws to recover assets or avoid
transfers.

The information provided in the Debtors' Schedules and Statement
represents their asset data as of fiscal month end January 24,
2004 and their liability data as of the Petition Date.

The Debtors excluded certain categories of assets and liabilities
from the Statements and Schedules such as goodwill, pension
assets, deferred compensation, accrued salaries, employee benefit
accruals, post-retirement benefits, and deferred gains.  Other
immaterial assets and liabilities have also been excluded.

The Debtors also excluded those losses incurred in the ordinary
course of business where the amount is de minimis.

Unless otherwise indicated, all amounts are reflected in U.S.
dollars.  Amounts that were incurred in a foreign currency have
been converted.

The Debtors included all payments made over the 12 months
preceding the Petition Date to any individual deemed an
"insider."  Insiders are defined as individuals who served as
either Officers, Directors or Managers -- in Farmland's case --
in the 12 months immediately preceding the Petition Date as well
as shareholders or partners owning more than 5%.

Due to the complex nature of payments to insider affiliates, the
Debtors are currently unable to give an accurate accounting for
those payments.  All payments to insider affiliates are thus
excluded from the Schedules.  The Debtors intend to continue to
research and analyze these payments and may amend their filings
accordingly.

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


PG&E CORPORATION: Releases First Quarter 2004 Financial Results
---------------------------------------------------------------
PG&E Corporation (NYSE: PCG) reported $3.03 billion, or $7.21 per
share, in consolidated net income in the first quarter of 2004,
compared with a loss of $354 million, or $0.93 per share, in the
first quarter of 2003. The majority of the quarter's consolidated
net income reflects the one-time, non-cash effect resulting from
the required accounting to recognize two regulatory assets added
to Pacific Gas and Electric Company's balance sheet.

On an earnings-from-operations basis, PG&E Corporation and its
California utility business, Pacific Gas and Electric Company,
earned $175 million, or $0.41 per share in the first quarter,
compared with $172 million, or $0.45 per share in the first
quarter last year.

"PG&E Corporation is on track to deliver financial performance in
line with our estimates for 2004," said Robert D. Glynn, Jr., PG&E
Corporation Chairman, CEO and President. "With a new period of
regulatory and financial stability, and a healthy utility as our
core business, PG&E Corporation is strongly positioned to provide
value to customers and shareholders."

For the first quarter, items impacting comparability at the
Corporation and Pacific Gas and Electric Company primarily
included the accounting recognition for two regulatory assets,
with after-tax values of $2.21 billion and $740 million. The
regulatory assets were established in connection with the December
2003 settlement agreement with the California Public Utilities
Commission (CPUC) to resolve the financial challenges created by
the energy crisis, when the company accumulated approximately
$11.8 billion in undercollected costs, including costs incurred to
buy power for customers. In accordance with GAAP, the combined
$2.95 billion after-tax value of the regulatory assets, or $6.96
per share, is included in the company's total consolidated net
income, even though it does not reflect actual cash received. Cash
will be received over the life of the regulatory assets, as they
are amortized.

Additional items impacting comparability included $17 million, or
$0.04 per share, of costs associated with obligations to invest in
clean energy technology and to donate land as required by the
settlement agreement; incremental interest costs of $52 million,
or $0.11 per share; a negative change of $19 million in the market
value of the dividend participation rights associated with the
Corporation's $280 million principal amount of 9.5 percent
convertible subordinated notes; and Chapter 11 costs of $4
million, or $0.01 per share, generally consisting of external
legal fees, financial advisory fees and other related costs.

As disclosed in the Corporation's quarterly report on Form 10-Q
for the quarter, accounting for stock options as an expense in the
quarter would have reduced earnings by $0.01 per share.

               Pacific Gas And Electric Company

Pacific Gas and Electric Company contributed $180 million, or
$0.42 per share, to earnings from operations in the first quarter,
compared with $171 million, or $0.45 per share, in the first
quarter of last year.

As advised last week, Pacific Gas and Electric Company has not yet
received a final decision by the CPUC on the 2003 General Rate
Case (GRC) or the utility's application for an attrition revenue
increase for 2004 to recover the costs of new investment in energy
infrastructure and inflation. Thus, earnings from operations and
consolidated net income do not yet include the positive impacts of
revenue increases expected to be authorized when final decisions
are received.

The negative impact to earnings of the delay of the GRC decision
was offset by the return on equity earned on the $2.21 billion
regulatory asset, as well as higher electric transmission
revenues.

         Guidance For 2004 Earnings From Operations

Reaffirming its previously issued earnings guidance, the
Corporation expects 2004 earnings from operations for PG&E
Corporation and Pacific Gas and Electric Company to be in the
range of $2.00-$2.10 per share.

Guidance estimates reflect forecasted results for PG&E Corporation
and Pacific Gas and Electric Company; guidance does not include
NEGT, since the Corporation will retain no ownership interest once
NEGT's Chapter 11 case is completed. Guidance for 2004 is based on
a number of assumptions, including the assumption that the CPUC
issues a final decision on the utility's 2003 GRC and the
requested 2004 attrition adjustment that is consistent with the
terms of the GRC settlement agreement. The company anticipates a
final decision sometime in the second quarter. Guidance also
assumes that the after-tax value of the $2.21 billion regulatory
asset is not materially reduced by securitization or by generator
settlements during 2004.

PG&E Corporation bases guidance on "earnings from operations" in
order to provide a measure that allows investors to compare the
underlying financial performance of the business from one period
to another, exclusive of items that management believes do not
reflect the normal course of operations. Earnings from operations
are not a substitute or alternative for consolidated net income
presented in accordance with GAAP.


PILLOWTEX: Selling North Carolina Facility To TBMA For $1.4 Mil.
----------------------------------------------------------------
Pillowtex Corporation seeks the Court's authority to sell a
facility in North Carolina to TBMA Properties, LLC, or in the
event of an auction, to the prevailing buyer, free and clear of
liens, claims, encumbrances and interests.

Donna L. Harris, Esq., at Morris, Nichols, Arsht & Tunnel, in
Wilmington, Delaware, relates that the Debtors' Facility located
at 523 South New Street in Eden, North Carolina, was used as a
warehouse for the Debtors' decorative bedding products division.
Consistent with the Debtors' plan to liquidate certain assets,
the Debtors in mid-December 2003, put up the Facility in the
market for sale.  With broker Hilco Real Estate, LLC's marketing
efforts, the Debtors received formal offers from potential
purchasers, including TBMA.  After considering each of the
offers, the Debtors determined that TBMA's offer was the highest
or otherwise best offer so far.

After negotiations, which commenced in early April 2004, the
Debtors and TBMA signed a Real Estate Purchase Agreement
memorializing the terms of the sale.  The salient provisions of
the Purchases Agreement are:

   * Purchase Price

     TBMA will pay the Debtors $1,400,000 in cash, including a
     $140,000 earnest deposit already set aside in escrow with
     Chicago Title Insurance Co., as Escrow Agent.

   * Condition of Property

     The sale of the Facility is on an "as is" condition without
     any representations and warranties by the Debtors.  TBMA
     releases and waives all claims against the Debtors and their
     estate for damages, losses, expenses or injuries arising out
     of the condition of the Facility.

   * Defects in Title

     The Debtors will convey title to the Facility by special
     warranty deed subject to certain permitted exceptions.  From
     and after the execution date, the Debtors will not further
     encumber or restrict the title to the Facility, permit any
     liens, mortgages, deeds of trust, easements or other
     encumbrances to be placed against the Facility without
     TBMA's prior written consent.

   * Closing

     If:

     -- TBMA is the successful bidder at the auction for the
        Facility; or

     -- the Debtors do not receive any qualified competing bid
        for the Facility,

     the Closing will occur within three business days after the
     Court authorizes the consummation of the sale, but in any
     event, no earlier than June 15, 2004 or later than July 1,
     2004.

   * Pro-rations and Adjustments

     Ad valorem and similar taxes against the Facility will be
     prorated between the Debtors and TBMA at Closing, on a
     calendar year basis of a 365-day year.

   * Transaction Costs

     The Debtors will be responsible for the cost of preparing
     the deed while TBMA will pay the cost of conducting its due
     diligence studies, the Title Policy, one-half the cost of
     the updated survey, the transfer taxes, sales taxes,
     recording fees, and the escrow charges imposed by the Escrow
     Agent, if any.

   * Possession

     Possession of the Facility will be delivered to TBMA on the
     day of Closing.

If the sale of the Facility is consummated under the terms
contemplated by the Agreement, the Debtors estimate that Hilco
will be entitled to payment of a $42,000 fee.  The Debtors are
required to pay the Broker Fee on the closing of the Sale.

Ms. Harris tells the Court that the Agreement is the product of
good faith, arm's-length negotiations between the Debtors and
TBMA.  TBMA is not an "insider" of the Debtors, pursuant to
Section 101(31) of the Bankruptcy Code.  Ms. Harris also notes
that the sale will be made under bidding procedures designed to
encourage the submission of competing bids and procure the
highest and best offer for the sale of the Facility.  The
fairness and reasonableness of the consideration consequently
will be ultimately demonstrated by a "market check" through an
auction process, which is the best means whether a fair and
reasonable price is being paid.

Holders of interests in the Facility will be adequately protected
because their interests will attach to the proceeds of the sale,
subject to any claims and defenses that the Debtors may possess.

The Debtors assure the Court that they will provide reasonable
and adequate notice of the proposed sale to interested parties.

Headquartered in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sells top-of-the-bed products to
virtually every major retailer in the U.S. and Canada. The Company
filed for Chapter 11 protection on November 14, 2000 (Bankr. Del.
Case No. 00-4211).  David G. Heiman, Esq., at Jones, Day, Reavis &
Poque represents the Debtors in their restructuring efforts.  On
July 30, 2003, the Company listed $548,003,000 in assets and
$475,859,000 in debts. (Pillowtex Bankruptcy News, Issue No. 63;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


QWEST COMMS: Stockholders' Deficit Climbs to $1.25B at March 31
---------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) announced first
quarter 2004 financial and operating results. The reported net
loss for the quarter was $310 million, or $0.17 per diluted share.

"Record gains in DSL and long-distance are evidence that we are
giving customers what they want. We also continue to see positive
momentum in the enterprise space with new and growing
relationships with customers such as John Deere and the State of
California," said Richard C. Notebaert, Qwest chairman and CEO.
"And, we will continue to assert our leadership in a rapidly
evolving and highly competitive marketplace, as we have with VoIP
and naked DSL."

                  Financial Results

Revenue for the quarter was $3.48 billion. Although a 3.9 percent
decrease from the first quarter of 2003, this represents a
significant improvement from the year-over-year revenue decline of
5.6 percent reported in the fourth quarter of 2003. Revenue trends
improved on a sequential basis with a 0.5 percent decline in the
first quarter of 2004 compared to a 2.0 percent decline reported
in the fourth quarter of 2003. Sequential improvements were driven
by revenue growth in long-distance and data, partially offset by
local and wireless revenue declines. The company expects revenue
trends to improve in each quarter of 2004 with the opportunity to
deliver full-year revenue growth.

Cost of sales plus selling, general and administrative (SG&A)
expenses totaled $2.6 billion in the quarter, an improvement of
$51 million from the year ago period. Qwest achieved previously
communicated cost reduction benefits by migrating local service
area long-distance traffic onto the Qwest network, reducing
unconditional purchase obligations, improving productivity and
optimizing the network. These benefits were partially offset by
increased costs associated with record long-distance and DSL
growth, launch and migration of wireless services to the Sprint
platform and increased healthcare costs.

Operating income for the current quarter was $96 million compared
to $183 million for the first quarter of 2003. The net loss for
the first quarter was $310 million, or $0.17 per diluted share,
compared to net income of $152 million, or $0.09 earnings per
diluted share, for the first quarter of 2003. Net income for the
first quarter of 2003 included $66 million of income from
discontinued operations, and $206 million of income from a change
in accounting principle.

Interest expense of $397 million for the first quarter includes
approximately $22 million of up-front issuance fees associated
with the early repayment of a credit facility. The cash payment
related to these fees occurred in a prior period. Qwest continues
to expect annual interest expense savings of approximately $250
million in 2004 as compared to 2003.

Capital expenditures for the quarter totaled $455 million, versus
$429 million in the first quarter of 2003. The increase is
primarily associated with the deployment of additional DSL
facilities. In the first quarter, Qwest deployed 1,100 DSL remote
terminals.

Qwest achieved positive free cash flow of $105 million in the
first quarter (reference Attachment E for a reconciliation of this
non-GAAP financial measure). Cash flow performance was driven by
lower interest expense and a disciplined capital expenditure
program. The company expects to generate free cash flow growth in
2004 similar to 2003 levels.

"We are pleased to see that the strategic initiatives and targeted
investments made in 2003 are starting to generate sequential top-
line improvements and margin expansion," said Oren G. Shaffer,
Qwest vice chairman and CFO. "Our plan is to accelerate these
improvements throughout 2004 as we ramp up our wireless
capabilities and continue to drive costs out of the business."

            Qwest Choice and Product Launch Update

The company posted record growth in local service area long-
distance and DSL customers. As a result, consumer bundles, defined
as customers with a main line and either DSL or long-distance,
increased in penetration to 32 percent from 21 percent in the
prior quarter.

The company added 1.2 million local service area long-distance
lines in the quarter, nearly doubling the 606,000 lines added in
the fourth quarter of 2003. Total long-distance lines increased 52
percent sequentially to 3.5 million in the first quarter. Qwest
had strong success in capturing enterprise contracts in long-
distance voice, data and Internet Protocol services. Since the
launch of these services in November of 2003, approximately 1,800
contracts have been signed with local service area enterprise
customers.

DSL subscriber additions also grew at a record pace in the first
quarter. Qwest added 107,000 subscribers, a 78 percent improvement
over the 60,000 subscribers added in the fourth quarter of 2003.
Total subscribers increased to 744,000 at the end of the first
quarter, a 41 percent increase over the previous year. During the
quarter, DSL coverage was expanded by more than 400,000 additional
homes, increasing coverage to 5.5 million homes. By year end, DSL
availability is expected to extend to 65 percent of homes.

Total access lines decreased one percent from the fourth quarter
of 2003, which is comparable to trends seen in the last several
quarters. Encouragingly, primary consumer access line losses in
the first quarter improved 43 percent sequentially -- with 97,000
lines lost in the current quarter from 169,000 in the fourth
quarter of 2003. In addition, Unbundled Network Element Platform
(UNE-P) line additions declined 30 percent to 95,000 additions in
the current quarter from 135,000 additions in the fourth quarter
of 2003.

In March, Qwest launched national wireless calling plans to
consumer and small-business customers in all 14-states of the
local service area. In the second quarter of 2004, the company
introduced advanced wireless data services that add Web browsing,
downloading and camera-phone capabilities. In addition, Qwest is
in the process of expanding its wireless sales channel capacity
with added retail outlets, and dedicated sales and service
centers.

The company's on-going focus on the Spirit of Service drove
improvements in key areas such as performance, reliability and
customer service. Based on an independent third-party study, Qwest
has seen its small-business customer satisfaction rating
significantly improve from a score of 84 to 95 in one year. In the
same period, overall consumer satisfaction saw a similar gain,
jumping from 84 to 96. The company also initiated its Promise of
Value campaign in late 2003 -- a proactive campaign designed to
ensure that customers get the best value in their mix of Qwest
products and services.

In an effort to advance adoption of Voice Over Internet Protocol
(VoIP), Qwest recently became the first major telecommunications
carrier to eliminate access charges on true VoIP calls terminated
on the publicly switched telephone network. Qwest is on track to
launch its consumer and business VoIP offering in all major
metropolitan markets within Qwest's local region and to businesses
in select out-of-market metropolitan areas by year's end.

Qwest continued to secure major contracts with large enterprise
and government customers for voice and data service, entering into
service agreements with organizations such as John Deere, Outback
Steakhouse, State of California, United States Air Force and the
University of Tennessee.

                     Balance Sheet Update

Qwest continues to improve near-term liquidity and financial
strength. In the first quarter, Qwest successfully extended debt
maturities by completing its placement for $1.775 billion in notes
with varying maturity dates from five to ten years. In addition,
the company pre-paid its $750 million credit facility and replaced
it with a new $750 million revolver, which remains undrawn.

The company's tender offer for $963 million of Qwest Capital
Funding (QCF) notes maturing in August 2004 closed during the
quarter. Approximately 96 percent of the notes were tendered. In
addition, the company exchanged $43 million of QCF notes for
approximately 9 million shares of common stock.

On May 1, Qwest redeemed $100 million principal amount of Qwest
Corporation's (QC's) 5.65 percent notes due November 2004 and $41
million principal amount of QC's 5.5 percent debentures due June
1, 2005.

At March 31, 2004, Qwest Communications International, Inc.'s
balance sheet shows a stockholders' deficit of $1,251,000,000
compared to a deficit of $1,016,000,000 at December 31, 2003.

Qwest will continue to pursue opportunities to reduce debt and
improve liquidity.

                        About Qwest

Qwest Communications International Inc. (NYSE: Q) is a leading
provider of voice, video and data services to more than 25 million
customers. The company's 46,000 employees are committed to the
"Spirit of Service" and providing world-class services that exceed
customers' expectations for quality, value and reliability. For
more information, visit Qwest's Web site at http://www.qwest.com/


RIGGS NATIONAL: S&P Lowers Ratings & Maintains Negative Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Washington D.C.-based Riggs National Corp. and its commercial
banking subsidiary, Riggs Bank N.A., including Riggs' long-term
counterparty credit rating, which was lowered to 'B+' from 'BB.'
The outlook remains negative.

"The ratings actions reflect Riggs' continued poor profitability
and the uncertain regulatory environment," said Standard & Poor's
credit analyst Michael Driscoll. "Future profitability looks weak
despite the announced business restructuring that will result in
the exiting of the unprofitable international businesses. The loss
of core deposits, the higher costs of doing business associated
with regulatory actions, and branch expansion will all hurt
profitability in the short term."

Riggs' negative outlook reflects continued profitability pressures
and regulatory uncertainty. Riggs is expected to report a
substantial loss for the second quarter, but if Riggs does not
return to marginal profitability during the second half of the
year, the ratings could be lowered.


RS GROUP: Secures $8.5 Million Equity Financing
-----------------------------------------------
RS GROUP OF COMPANIES, INC. (formally RENT SHIELD CORP.) (OTCBB:
RSGC), a provider of pass-through risk specialty insurance and
reinsurance products, announced it has closed on a private
placement of equity to institutional and accredited investors
yielding gross proceeds of approximately $8,500,000 USD to RS
Group of Companies. The placement was substantially over-
subscribed as the Company originally sought to raise $5,000,000.
Halpern Capital, Inc., acted as the placement agent. The investors
who participated in the placement included funds managed by
Zesiger Capital Group LLC, Gruber & McBaine Capital Management LLC
and Redwood Grove Capital Management LLC.

"[Tues]day's announcement provides RS Group of Companies with the
balance sheet strength and working capital necessary for the
Company to pursue its aggressive business plan. It also provides
the Company with the cash needed to complete our previously
announced planned acquisition of Canadian Intermediaries Limited
("CIL")," said John Hamilton, CEO of RS Group of Companies, Inc.
"CIL is a consistently profitable company with a strong
international reputation and excellent relationships within the
London and Lloyd's Market. This acquisition will allow RSGC a
vertical integration to wholesale its products through an
established and highly regarded distribution network."

On December 9, 2003, RSGC announced it had signed a letter of
intent to purchase the assets of Canadian Intermediaries Limited
of Toronto, Canada. Under the terms of the agreement, RS Group of
Companies, Inc. will acquire the assets and all rights of CIL for
$5 million in a combination of stock and cash. The acquisition is
expected to add a minimum of $25 million in revenues and $1.75
million in EBITDA for RSGC over the next 12 months. CIL is an
affiliated company of RSGC.

RS Group of Companies' core product, the RentShield(TM)
residential rental guarantee program:

    - Guarantees, without question, to automatically pay the
      landlord up to six months of rental income in the event of
      tenant default within 30 days of the due date.

    - Pays the landlord up to $10,000 for willful damage by a
      tenant.

    - Eliminates the landlord's legal, eviction, and
      administrative collection expenses.

    - Pre-qualifies a prospective tenant through background and
      credit verification within 48 hours of their application.

    - Eliminates the need for landlords requiring up-front payment
      of a security deposit and last month's rent.

    - Provides property owners online tools that help administer
      residential rental properties and access other RSGC products
      and services.

    - Provides landlords and tenants online access to listings of
      vacant properties.

                  About Halpern Capital

Halpern Capital, Inc is an "idea driven" sell-side equity research
and investment banking boutique involved in facilitating
management restructuring, private placement and leverage buyouts.
Halpern Capital founded by Baruch Halpern, has its offices in
Florida and associates in New York, California, Virginia and
Massachusetts. The firm brings a flexible and focused approach to
the private placement in public entity (PIPE) market, offering a
wide range of banking services on a selective basis. Halpern
Capital, Inc. has completed over $300 million in financing over
the last few years. Halpern Capital, Inc. is a NASD registered
broker dealer. Additional information can be found at
http://www.halperncapital.com/

            About RS Group of Companies, Inc.

RS Group of Companies, Inc. (http://www.rentshieldcorp.com)has
developed and is implementing a strategy to design, structure and
sell a broad series of pass-through risk specialty insurance and
reinsurance platforms throughout North America. In November 2003,
through its wholly owned subsidiaries, the Company introduced its
core pass-through risk solution, RentShield(TM)
(http://www.rentshieldexpress.com),a residential rental guarantee
program being offered to North America's $300 billion residential
real estate rental market. It is estimated that there are over 38
million rental units in the United States and Canada. Rental
Guarantee was first developed in Finland to provide surety to
residential property developers and is being used as an extremely
effective marketing tool in the United Kingdom for the buy-to-let
market. It protects investments in the rental units by receiving a
guaranteed income on a certain timeline.

At December 31, 2003, RS Group's balance sheet records a
stockholders' equity deficit of $966,088.


SAMSONITE: S&P Rates Senior Unsecured & Subordinated Debt at B+/B-
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' senior
unsecured debt and 'B-' subordinated debt ratings to Samsonite
Corp.'s proposed $325 million offering of euro-denominated
floating-rate senior notes due 2011 and dollar-denominated senior
subordinated notes due 2012. The ratings are based on preliminary
offering statements and are subject to review upon final
documentation.

At the same time, Standard & Poor's raised all its outstanding
ratings on luggage and travel-related products manufacturer
Samsonite, including the corporate credit rating, which was raised
to 'B+' from 'B'.

The outlook is stable.

Denver, Colorado-based Samsonite had about $333.7 million of total
debt and about $166.5 million of preferred stock outstanding at
Jan. 31, 2004.

"Samsonite's upgrade reflects Standard & Poor's expectation that
the proposed transaction will improve the company's financial
profile, and also that Samsonite will sustain its improvement in
operating results," said Standard & Poor's credit analyst David
Kang.

The company will use the proceeds from the proposed notes offering
to refinance its existing 10_% senior subordinated notes due 2008.
(Ratings on these existing notes will be withdrawn following the
closing of this transaction.) Standard & Poor's expects the
proposed refinancing to lower Samsonite's debt service costs and
term out its debt maturities.

The ratings on Samsonite reflect its leveraged financial profile,
narrow business focus, challenging industry conditions, and
exposure to the travel industry. These factors are somewhat
mitigated by the company's leading market position, its portfolio
of well-recognized brands, its global presence, and management's
focus on controlling costs.

Samsonite is a global manufacturer and distributor of luggage,
casual bags, business cases, and other travel-related products.
Although the travel industry has begun to improve since Sept. 11,
2001, it continues to be susceptible to economic downturns and the
risk of potential terrorist attacks.

Despite a somewhat narrow business focus, Samsonite has a leading
market position in the competitive hard and soft-sided global
luggage industry, with well-known brands that include Samsonite,
Lark, and American Tourister. Furthermore, the company benefits
from its global sourcing capabilities and broad, geographically
diverse distribution network, selling in more than 100 countries
worldwide.


S B S AND COMPANY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: S. B. S. and Company
        dba Days Inn & Suites
        2334 West Northwest Highway
        Dallas, TX 75220

Bankruptcy Case No.: 04-35089

Type of Business: The Debtor operates a 55-room hotel.

Chapter 11 Petition Date: May 3, 2004

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  Arthur I. Ungerman Attorney at Law
                  12900 Preston Road, Suite 1050
                  Dallas, TX 75230-1325
                  Tel: 972-239-9055
                  Fax: 972-239-9886

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

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


SOUTHWALL TECH: Q1 2004 Teleconference to Be Webcast on May 10
--------------------------------------------------------------
Southwall Technologies Inc. plans to release its financial results
for the first quarter of 2004 on Monday, May 10th, following the
close of market. The company's management will hold a
teleconference at 2:00 p.m. PT / 5:00 p.m. ET that same day.

This call will be open to all investors via a webcast accessible
at www.southwall.com and by phone. Both phone and webcast replays
will be available for approximately one week after the
teleconference, beginning approximately two hours after the call
ends.

                  How to Access the Webcast

Go to the Investor Relations page of the Southwall website at
http://www.southwall.com/and click on the CCBN webcast icon. From
here, you can listen to the teleconference, assuming that your
computer system is configured properly.

                  How to Access the Call

Using access code # 7217339, domestic U.S. callers can dial (877)
481-7179, while international callers can dial (706) 634-0663. The
phone replay will be accessible at (800) 642-1687 or (706) 645-
9291, access code # 7217339.

               About Southwall Technologies Inc.

Southwall Technologies Inc., designs and produces thin film
coatings that selectively absorb, reflect or transmit light.
Southwall products are used in a number of automotive, electronic
display and architectural glass products to enhance optical and
thermal performance characteristics, improve user comfort and
reduce energy costs. Southwall is an ISO 9001:2000-certified
manufacturer and sells advanced thin film coatings to over 25
countries around the world. Southwall's customers include Audi,
BMW, DaimlerChrysler, Hewlett-Packard, Mitsubishi Electric, Mitsui
Chemicals, Peugeot-Citroen, Pilkington, Renault, Saint-Gobain
Sekurit, and Volvo.

                        *   *   *

In its Form 10-K For the fiscal year ended December 31, 2003,
Southwall Technologies Inc. states:

"Our working capital position, financial commitments and
historical performance raise substantial doubt about our ability
to continue as a going concern.

"We have prepared our consolidated financial statements assuming
we will continue as a going concern and meet our obligations as
they become due. We incurred a net loss and negative cash flows
from operations in 2002 and 2003 and expect to incur net losses
through the third quarter of 2004. These factors together with our
working capital position and our significant debt service and
other contractual obligations at December 31, 2003, raise
substantial doubt about our ability to continue as a going concern
without restoring profitable operations, generating cash flow from
operating activities and obtaining additional financing. These and
other factors related to our business during recent years,
including the restatement in 2000 of our financial statements for
prior periods, operating losses in 1998, 1999, 2000, 2002 and
2003, our past failure to comply with covenants in our financing
agreements and our voluntary delisting from Nasdaq in March 2004
may make it difficult for us to secure the required additional
borrowings on favorable terms or at all. We intend to seek
additional borrowings or alternative sources of financing,
however, difficulties in borrowing money or raising financing
could have a material adverse effect on our operations, planned
capital expenditures, ability to comply with the terms of
government grants and our ability to continue as a going concern."


SPEIZMAN: Chicago Dryer Terminates Exclusive Distributorship Pact
-----------------------------------------------------------------
Speizman Industries, Inc. (OTC Bulletin Board: SPZN) announced
that Chicago Dryer Company has terminated its exclusive
distributorship agreement with the Company's subsidiary, Wink
Davis Equipment Co., Inc., for, among other reasons, failure by
Wink Davis to pay amounts owed. Chicago Dryer indicated that it
would continue to ship its products to Wink Davis on a
nonexclusive basis.

Speizman is continuing, with the assistance of its financial
advisors, its efforts related to a sale or liquidation of assets,
including the Wink Davis assets. The Company has recently
significantly reduced its operations as a result of its limited
liquidity and expects to file for bankruptcy protection.

For additional information on Speizman Industries, Inc., visit the
Company's website at http://www.speizman.com/


STRUCTURED ASSET: Fitch Assigns BB Rating to $9.15MM Class B Notes
------------------------------------------------------------------
Structured Asset Investment Loan Trust's (SAIL) mortgage pass-
through certificates, series 2004-4, are rated by Fitch Ratings as
follows:

          --$.59 billion classes A1, A2, A3, A4 and A-SIO 'AAA';
          --$57.69 million class M1 'AA';
          --$27.47 million class M2 'AA-';
          --$27.47 million class M3 'AA-';
          --$27.47 million class M4 'A+';
          --$22.89 million class M5 'A';
          --$23.81 million class M6 'BBB+';
          --$22.89 million class M7 'BBB';
          --$13.73 million class M8 'BBB-';
          --$9.15 million class B 'BB'.

The 'AAA' rating on the class A1, A2, A3, A4, and A-SIO
certificates reflects the 13.10% total credit enhancement provided
by the 3.15% class M1, 1.50% class M2, 1.50% class M3, 1.50% class
M4, 1.25% class M5, 1.30% class M6, 1.25% class M7, 0.75% class
M8, 0.50% class B, as well as 0.40% initial and target
overcollateralization (OC). All certificates have the benefit of
monthly excess cash flow to absorb losses. The ratings also
reflect the quality of the loans, the soundness of the legal and
financial structures, and the capabilities of Aurora Loan Services
as master servicer. The Murrayhill Company will monitor the deal
and make recommendations to the primary servicers regarding
certain delinquent and defaulted mortgage loans. LaSalle Bank, N.A
(rated 'AA-' by Fitch) will act as trustee.

On the closing date, the mortgage pool consists of 10,369
conventional fixed- and adjustable-rate, fully-amortizing and
balloon, first and second lien residential mortgage loans having
an original term of no more than 30 years. The cut-off date
balance of the pool is approximately $1,591,085,417. The fixed-
rate mortgage loans make up 23.35% of the pool and the adjustable-
rate mortgage loans account for the remaining 76.65% of the pool.
Approximately 98.75% of the mortgage loans are secured by first
mortgages and the rest are secured by second mortgages. The
mortgage loans will be divided into three pools. Pool 1 contains
loans that conform to the loan amount limitations of Fannie Mae,
pool 2 contains loans that conform to the loan amount limitations
of Freddie Mac and pool 3 contains all of the non-conforming
loans. Approximately 37.71% of the first lien mortgage loans in
the total pool have an original loan to value ratio (OLTV) in
excess of 80%.

Lehman Capital has assigned to the trust fund a loan-level primary
mortgage insurance policy provided by Mortgage Guaranty Insurance
Corporation (MGIC). Approximately 67.20% of the first liens having
an OLTV greater than 80% will be covered by MGIC down to an
effective LTV of 60%. The weighted average FICO score on the total
pool is approximately 616. On the closing date, approximately
$240,489,248 will be deposited into a separate pre-funding account
by the trustee. During the pre-funding period, which lasts from
the closing date up to June 20, 2004, the trustee may withdraw
amounts on deposit in the pre-funding account to purchase
additional collateral.

Principal and interest payments will be distributed on the 25th
day of each month commencing in May 2004. Distributions of
principal and interest on the class A1 and A-SIO(1) certificates
will be based primarily on collections from the pool 1 mortgage
loans. Distributions of principal and interest on the class A2 and
A-SIO(2) certificates will be based primarily on collections from
the pool 2 mortgage loans. Distributions of principal and interest
on the class A3 and A-SIO(3) certificates will be based primarily
on collections from the pool 3 mortgage loans. To the extent
available, principal may be distributed from amounts on the
unrelated Mortgage pool to the class A1, A2 and A3 certificates,
resulting in limited cross-collateralization. Distributions of
principal and interest on the class A4, M1, M2, M3, M4, M5, M6,
M7, M8 and B certificates will be based on collections from all
mortgage pools. Interest will be paid to the class A1, A2, A3 and
A-SIO certificates, followed by interest to the classes A4, M1,
M2, M3, M4, M5, M6, M7, M8 and B certificates. Unless paid down to
zero, principal will be paid exclusively to the senior
certificates and Class A4 certificates until the step-down date
has been reached. After the step-down date, and provided that a
trigger event has not occurred, principal payments may also be
distributed to the subordinate certificates.

Approximately 56.14 and 24.97%, respectively, of the loans were
originated or acquired in accordance with the underwriting
guidelines of Option One Mortgage Corporation and BNC Mortgage,
Inc. The remainder of the loans were originated by banks, savings
and loan institutions and other mortgage lending companies in
accordance with their respective sub-prime underwriting
guidelines. Sub-prime mortgage loans are generally made to
borrowers who do not qualify for financing under conventional
underwriting criteria due to prior credit difficulties and/or the
inability to satisfy conventional documentation standards, and/or
conventional debt-to-income ratios. In analyzing the collateral
pool, Fitch adjusted its frequency of foreclosure and loss
assumptions to account for these attributes. For federal income
tax purposes, multiple real estate mortgage investment conduit
(REMIC) elections will be made with respect to the trust estate.


TWODAYS: Wants Lease Decision Deadline Extended through Aug. 6
--------------------------------------------------------------
TwoDays Properties, LLC asks the U.S. Bankruptcy Court for the
District of Kansas for more time to decide whether to assume,
assume and assign, or reject its unexpired nonresidential real
property leases.

The Debtor tells the Court that it needs until August 6, 2004 to
make these decisions.

The Debtor wants to avoid the possibility that it will reject a
valuable lease or improvidently assume obligations under a lease
from which it should walk away.

TwoDays Properties LLC is a Wichita, Kansas based management and
real estate company, which owns the real estate under 12
restaurants, and in turn leases all 12 to the operating companies.
The Company filed for chapter 11 protection on April 8, 2004
(Bankr. D. Kan. Case No. 04-11792).   Edward J. Nazar, Esq., at
Redmond & Nazar LLP and Douglas S. Draper, Esq., at Heller,
Draper, Hayden, Patrick & Horn, LLC represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed both estimated debts and assets of
over $10 million.


UAL: Inks Stipulation Allowing Wachovia To Use $715,000 Collateral
------------------------------------------------------------------
The UAL Corporation Debtors entered into a Security Agreement-
Trust Deed on September 1, 1989, with Wilmington Trust Company,
Heller EMX, and Wachovia Bank.  Wilmington issued Notes and
granted Wachovia a security interest and a first mortgage lien on
collateral to secure payment of principal and interest on the
Notes.  The collateral included the sublease of a British
Aerospace Model 146-300A Aircraft, with Tail No. N615AW and all
rent payments.

Air Wisconsin, Inc., one of the Debtors, subleased the Aircraft
from Wilmington.  On December 1, 1993, Air Wisconsin entered into
an operating lease for the Aircraft with Air Wisconsin Airlines
Corporation.

On March 21, 2003, the Court approved a stipulation granting
adequate protection to Wachovia Bank, in which AWI agreed to
remit cash collateral.  The Debtors have since rejected the
Lease.  Wachovia has held the cash collateral in a segregated
account, which consists of $715,000, plus interest.

Consequently, the Debtors ask Judge Wedoff to approve their
stipulation with Wachovia modifying the automatic stay to allow
Wachovia to utilize the cash collateral.

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: Wants to Continue Hiring Ordinary Course Profs.
----------------------------------------------------------------
Utex Industries, Inc., seeks permission from the U.S. Bankruptcy
Court for the Southern District Of Texas, Houston Division, to
retain professionals management turns to in the ordinary course of
its business.

The Debtor reports that it customarily employed, from time to
time, various professionals to represent it in the ordinary course
of business.

In light of the costs associated with the preparation of
employment applications for professionals who will receive
relatively small fees, it is impractical and costly for the Debtor
to prepare individual applications for each professional.

The Debtor proposes that it be permitted to pay each Ordinary
Course Professional, 100% of the fees and disbursements incurred
postpetition, upon submission of an appropriate invoice setting
forth in reasonable detail the nature of the services rendered and
disbursements actually incurred; provided, however, that the
interim fees and disbursements do not exceed $10,000 per month and
not to exceed $45,000 for the entire bankruptcy case per
Professional.

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.


WELLSFORD REAL: Incurs $7.5 Million Net Loss in First Quarter 2004
------------------------------------------------------------------
Wellsford Real Properties, Inc. (AMEX: WRP) reported first quarter
2004 revenues of $6,166,734, and a net (loss) of $(7,518,893) or
$(1.16) per basic and diluted share. For the comparable quarter in
2003, WRP reported revenues of $6,633,550 and net income of
$476,282 or $0.07 per basic and diluted share. The results for the
first quarter of 2004 were impacted by WRP's share of an
impairment charge recorded by its Second Holding joint venture
related to one of its investments. The charge at the Second
Holding level of $13,230,000 (of which WRP's 51% allocation is
$6,759,000 or $1.05 per common share) was precipitated by an other
than temporary decline in the market value of the bonds and the
underlying aircraft collateral.

          First Quarter 2004 and Subsequent Activities

                  Wellsford/Whitehall

At March 31, 2004, WRP had a 32.59% ownership interest in
Wellsford/Whitehall, a private joint venture that owns and
operates 24 properties (including 16 office properties, five net-
leased retail properties and three land parcels) aggregating
approximately 2,664,000 square feet of improvements, primarily
located in New Jersey and Massachusetts.

Wellsford/Whitehall executed an amended agreement, effective April
1, 2004, extending its existing $106,000,000 loan with General
Electric Capital Corporation to December 31, 2006. The loan is
collateralized by eight office properties in New Jersey and one in
Massachusetts. The loan also provides, subject to certain
conditions, for additional funding aggregating $16,000,000 through
December 31, 2005 for certain capital improvements for the
collateralized properties.

Since March 2004, Wellsford/Whitehall has not made a portion of
its scheduled monthly debt service payments on the $64,000,000
non-recourse mortgage loan ("Nomura Loan") which is collateralized
by six of the Boston properties owned by Wellsford/Whitehall. The
manager of Wellsford/Whitehall has withheld these debt service
payments and has met and continues to meet with the special
servicer to present and discuss various potential debt term
alternatives. The portion of the scheduled payments not being made
relates to the amount by which the debt service due each month
exceeds the aggregate rent receipts of the six properties, which
are paid directly into a lockbox with the lender and are
insufficient to meet full debt service payments as a result of low
occupancy at these properties. In addition to the debt service
payment shortfalls, the special servicer has informed
Wellsford/Whitehall that it also is in default for violation of
certain other conditions of the loan agreement. As a result of the
non-payment, additional default interest of 5% per annum was
effective from March 10, 2004. The outcome of the loan
restructuring negotiations and the impact on Wellsford/Whitehall
or WRP's investment cannot be determined at this time.
Wellsford/Whitehall's equity in the entity owning the six
properties collateralizing the debt approximates $11,400,000 at
March 31, 2004.

During March 2004, WRP and Whitehall agreed to provide up to
$8,000,000 to Wellsford/Whitehall through March 31, 2005 (of which
WRP's share is 35%, or $2,800,000), however, there can be no
assurance that this amount will be sufficient. At March 31, 2004,
no amounts were advanced by either partner under this agreement.

Wellsford/Whitehall completed the sale of a 145,000 square foot
building in Columbia, Maryland, for $18,400,000. The sales
proceeds after expenses and the repayment of $6,900,000 of related
debt, amounted to approximately $10,500,000 which will be utilized
by Wellsford/Whitehall for working capital purposes. WRP's share
of the gain from the sale of this asset was approximately
$1,672,000. Wellsford/Whitehall also announced the signing of a
147,000 square foot lease at its 400 Atrium Drive building in
Somerset, New Jersey. Occupancy will take place in 2005.

Wellsford/Whitehall had total assets of $268,112,000 and debt of
$194,439,000 at March 31, 2004. At December 31, 2003, total assets
and debt were $277,120,000 and $201,659,000, respectively.

The aggregate portfolio occupancy was 52% at March 31, 2004 based
upon 2,664,000 gross leasable square feet.

                     Wellsford Capital

Second Holding is a special purpose finance company in which WRP
has an approximate 51% equity interest, or $22,678,000, at March
31, 2004. Second Holding had total investments of $1,607,941,000
at March 31, 2004, of which approximately 93% were rated AAA or AA
by Standard & Poor's. The rating of the investment for which
Second Holding recorded a $13,230,000 impairment charge was
reduced to BBB+ during the first quarter of 2004; this is the only
investment in the portfolio with a rating lower than A-. The
balance of this investment was $16,770,000 at March 31, 2004.

On April 30, 2004, WRP sold the 421 Chestnut Street property for
net proceeds of approximately $2,700,000. This was the last
remaining asset from WRP's 1998 acquisition of Value Property
Trust.

                    Wellsford Development

At March 31, 2004, WRP had an 85.85% interest as managing owner in
Palomino Park, a five phase, 1,800 unit multifamily residential
development in Highlands Ranch, a south suburb of Denver,
Colorado. Three phases aggregating 1,184 units are completed and
operational as rental property. A 264 unit fourth phase has been
converted into condominiums. Sales commenced in February 2001 and
through March 31, 2004, WRP has sold 219 units. The land for the
remaining fifth phase is being held for possible future
development.

Physical occupancy for the Blue Ridge, Red Canyon and Green River
rental phases aggregated 95% and 88% at March 31, 2004 and
December 31, 2003, respectively, however, the properties are still
subject to significant rental concessions given to tenants.

WRP sold 10 Silver Mesa condominium units for gross proceeds of
$2,286,000 during the quarter ended March 31, 2004 and five units
for gross proceeds of $1,196,000 in the comparable 2003 period.

During March 2004, WRP entered into a contract to acquire a 144
acre parcel of land in East Lyme, Connecticut. The purchase price
for the land is approximately $6,200,000, including a $200,000
refundable deposit made by WRP upon entering into the contract.
The closing is conditioned upon obtaining building permits for 100
single family homes. WRP is in the process of negotiating an
agreement with a home builder who would construct and sell these
homes.

                        Corporate

During March 2004, WRP's Board of Directors authorized and
retained the investment banking firm of Lazard Freres & Co. LLC to
advise WRP on various strategic financial and business
alternatives available to it to maximize shareholder value. These
may include a recapitalization, acquisitions, dispositions of
assets, a liquidation, the sale or merger of WRP and alternatives
that would keep WRP independent. There is no assurance as to which
of the aforementioned alternatives may occur.

Commenting on the activities of the first quarter, Jeffrey H.
Lynford, Chairman of the Board, stated, "Book value was reduced to
$19.17 per share as a result of operating losses during the period
and from our share of an impairment charge related to an
investment in our Second Holding venture. On a positive note,
occupancy at Palomino Park has increased and we are beginning to
cautiously start reducing concessions. The pace of condominium
sales and contracts for the next few months are expected to remain
robust. In April, we sold the lone remaining asset from our 1998
acquisition of Value Property Trust. At March 31, 2004, we have
over $83 million of cash and securities at the parent level or
$12.89 per common share."

Wellsford Real Properties, Inc. is a real estate merchant banking
firm organized in 1997 and headquartered in New York City which
acquires, develops, finances and operates real estate properties
and organizes and invests in private and public real estate
companies.


WILLIAM LYON: S&P Upgrades Corporate Credit Rating to B+
--------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on William Lyon Homes (WLS) to 'B+' from 'B'. In addition,
the rating on the company's senior notes is raised to 'B' from
'B-'. The outlook remains positive.

"The rating actions reflect the company's good position within its
markets and improved balance sheet and liquidity, which have
contributed to improved flexibility and reduced reliance on joint
ventures," said Standard & Poor's credit analyst George Skoufis.
"Profitability has improved and should continue to benefit from
some higher margin projects now being pursued on its balance
sheet. Secured debt levels and leverage have moderated, but remain
somewhat higher the company's peers. These improvements are
modestly countered by geographic concentration, and a somewhat
complex, but improving, financial profile."

A sizeable, growing backlog of ordered homes should provide
predictable revenues in the near term, while recently improved
flexibility should allow management to enhance the company's
competitive position within its primary markets. Longer-term, an
upgrade would be warranted if management continues to improve its
leverage profile, grow profitably on-balance sheet, and smooth out
somewhat uneven quarterly inventory turns and coverage measures.


WOOD PRODUCTS: Completing Purchase Contract with Offshore Group
---------------------------------------------------------------
Wood Products, Inc., (OTCBB:WPRO) has entered into a Memorandum of
Understanding to complete a purchase contract with an offshore
interest, referred to as the "Group".

                     Group Structure

The Group operates four wholly owned subsidiaries along with seven
"share controlled" subsidiaries, consisting of one public traded
company and six privately held share companies, through varying
ownership percentages. The Group is also a non-operating
shareholder in two companies. All of the assets are located in
Asia.

                Primary Operating Assets

The Group currently operates four urban power plants and two rural
thermal electric plants. The operating equipment consists of 45
boilers with a total steam generating potential of 1,756 ton/hour
and 16 generators with a total electrical generation potential of
224 megawatts. The four urban plants are currently operating at
maximum output and provide approximately 30% of the city's
electric power requirements.

The Group controls and operates, through its 45% interest, a
15,000 ton per day cement manufacturing plant.

The Group is a non-operating 49% shareholder in the three coal
mines which provide the majority of its fuel coal requirements.

Although a memorandum of understanding has been signed, there is
no formal agreement in place and there can be no assurance that
any proposed transaction will be completed, or if completed, that
such a transaction will substantially affect the Companies
operations.

Wood Products, Inc. is a development stage company with nominal
assets and no revenues. For the year ended March 31, 2003, the
Company's auditors advised the Company's directors and
stockholders that there was "substantial doubt about the Company's
ability to continue as a going concern".


* Research and Markets Launches New Guide on Corporate Governance
-----------------------------------------------------------------
Research and Markets -- http://www.researchandmarkets.com/--
has announced the addition of Corporate Governance: A Guide to
Corporate Accountability to their offering.

This new Guide features 23 articles that present the views of 26
experts who look upon the state of corporate governance at the
close of 2003, one year after the passage of the Sarbanes-Oxley
Act.

The authors examine recent developments in legislation, regulation
and corporate reform and question whether they will lead to
permanent improvements in corporate governance. The authors are
lawyers, corporate directors, management consultants, academics,
auditors, institutional, private equity and venture capital
investors.

                      Report Contents

      The Crisis of Corporate Governance: What's Next?

Holly J. Gregory

In the past two years we have experienced a "perfect storm" in the
confluence of a stock market bubble, tax laws that favored stock-
based incentive compensation, increased focus on quarterly
earnings and short-term stock market movements, research reports
written by conflicted analysts, audits performed by accountants
focused on growing their consulting businesses, and our
traditional board deference to an imperial CEO. A failure to
address these problems could have indicated a failed system and
indeed the U.S. system showed strains, but then it corrected
quickly. For the most part, the recent reforms remind us of what
we have considered all along to be priorities, including accurate
books and records; full and fair disclosure; and fiduciary duties
of care, loyalty, and good faith. Reforms in countries and regions
as diverse as the United States, the European Union, the Russian
Federation, and even China, have a remarkably similar emphasis on
director independence, clarification of board and audit committee
oversight responsibilities, and management accountability for
accurate disclosure. While reform efforts are important, as a
practical matter, corporate governance has to be exercised by
individuals within a perimeter of ambiguity and discretion that is
necessary to foster entrepreneurial activity. In the final
analysis, investors all over the world must rely on leading
businessmen and women to conduct themselves ethically and honestly
in the interests of shareholders.

    Adjusting the Machine: Directions for Corporate Governance

Ira M. Millstein

When a system breaks down, a common way to fix it is to look at
the various machines that comprise the system, see what went wrong
with each machine, and then adjust each part accordingly. Rather
than focusing on "macro" machines such as fiscal, tax, and
regulatory schemes, this article focuses on the "micro" machines:
the corporation itself and various other machines that service it
such as law firms, accounting firms, and investment banks. Greed
and conflict recently have prevented every one of these machines
from functioning properly. The corporate machine, particularly the
board of directors, needs to work better if our free capital
market system is to continue. In the post-Enron environment,
directors who do not attempt to prevent self-dealing, misuses of
corporate assets, and other forms of injury to the corporation may
face liability for their behavior toward the shareholders. A board
needs to ensure it has the necessary information about the
company's business, strategy, risks, personnel, potential failures
in performance, reporting systems, and other potential issues. A
separate and independent leader is needed to help the entire board
gather that information and to help set the board's agenda. To get
the information it needs about the business and its risks, the
board also needs to establish relationships with lower-level
managers.

       The New Federal Corporate Governance Standards:
     Sarbanes-Oxley and NYSE and Nasdaq Listing Standards

Guy P. Lander

The Sarbanes-Oxley Act of 2002 is the most important securities
legislation since the New Deal. The Act contains 76 civil and
criminal sections and runs almost 70 pages. The net effect of its
provisions affecting public companies is to create a new set of
minimum federal corporate governance standards. The Act and
follow-up SEC regulations include detailed audit committee
requirements such as committee independence, auditor oversight,
accounting complaint procedures, authority to engage advisers, and
financial expert disclosure. Other provisions of the Act include
code of ethics disclosure, a prohibition on personal loans to
directors and officers, a prohibition on interference with the
independent auditor, reports of trading in company stock, a bar to
future service for a person who violates the anti-fraud provision
of the Securities Exchange Act, shareholder approval requirements,
education and training of directors, and annual certification of
financial statements. The new corporate governance standards are
in addition to, and do not change, existing fiduciary duties of
directors, which generally are covered in state law.

                     Moving Toward Excellence:
             A New Dawn for Corporate Governance

The Honorable Barbara Hackman Franklin

From the ashes of recent corporate failures, a new and better
model of corporate governance is arising. A wave of creativity and
activism is driven largely by board members' pride and
determination to do the job well. Essentials for an effective
board include qualities of character, independence, and the
ability to work as a group. An important reform is the requirement
for a session attended only by independent directors in
conjunction with each board meeting. The audit committee is the
board entity most affected by Sarbanes-Oxley and the one that
constantly monitors what management does. Along with the rest of
the board, the audit committee needs to anticipate, oversee, and
help address potential risks to the company. Recent rules and
regulations, though important, must not become a substitute for
good judgment in the pursuit of business excellence.

                      Care, Loyalty, Et Al.

Gwendolyn S. King

What indeed is required of a director in these troubled and
turbulent times? The simple answer is more-more time,
independence, disclosure and transparency, financial literacy,
governance, independent leadership, and willingness to say "no."
As a director, you have a responsibility to weigh fully all the
available information about a company and your role on the board
before you agree to serve. And once you sign on, you will be
expected to serve in good faith, exercising the duties of loyalty
and care. Just don't forget the duties of common sense, curiosity,
and candor as well as the duty to communicate, to clean up old
messes, to avoid conflicts of interest, and finally to deliver.

                  Navigating Complexity:
               A Corporate Director's Path

Deborah Hicks Midanek

Restoring the credibility of our capital markets is an essential
mission for all of us, especially directors of publicly traded
companies. Corporate directors share responsibility for the
magnitude of recent problems. Some have failed because they did
not have the tools to do the job properly or because they did not
fully understand what the job was. Directors should be actively
engaged in seeking information and constructively challenging
management. Risks that can prevent them from behaving this way
include unwillingness to ask questions, complacency, and excessive
confidence in the status quo. Rewards include satisfaction in the
ability to make a difference when the system needs to be fixed.

                  Furthering Insolvency:
             How Did We Get Here from There?

Michael J. Epstein

In the near term, we should expect to see an increase in directors
and officers (D&O) litigation surrounding business failures. The
most visible activity will result from claims against directors
over not having protected all stakeholders, while pursuing the
interests of investors. In this era of heightened concern with
corporate governance, directors must be well advised of their
responsibilities and the consequences of their actions - and
inactions. Remember the business judgment rule means that you
should use good business judgment and focus on business
fundamentals. You should exercise the duties of loyalty, good
faith, and reasonableness. Directors must monitor more than
shareholder value: They are responsible for assuring that
management operates on sound business principles, generates not
only earnings but also sustainable positive cash flow, and acts
deliberately to press management for change when appropriate.

            Is Your Board a Strategic Asset and
              Source of Competitive Advantage?

Robert E. Hallagan

The first criterion for a high-performing corporate board is
having the right people at the right time whose portfolios of
skills are continuously aligned with the company's challenges and
who continually earn the right to serve each year with no sense of
entitlement. As a result of recent corporate scandals, resulting
new legislation and regulations, and increased shareholder
activism, high-performing directors are resigning from boards and
high-performing executives are limiting their board memberships.
To overcome these unfavorable trends, boards must follow a
rigorous process that includes establishing a governance
committee, creating a board succession framework, matching
required skills to current board members, creating an ideal board
candidate profile, and establishing a candidate search-and-
identification process.

         The CEO and the Board: Enhancing the Relationship

Richard M. Steinberg

The CEO/board relationship has a long history, its own culture,
and differs from company to company. In the current era of
corporate governance reform, that working relationship is
changing, with increased emphasis on openness and dialogue. Five
issues demanding the CEO's and the board's attention and
sensitivity are: 1) overseeing risk without opposing the prudent,
informed, strategic risks necessary to seize opportunities and
enhance shareholder value; 2) balancing the board's two
traditional roles as advisor to management and check and balance
on management's initiatives, procedures, conduct, and decisions;
3) reaching consensus on the company's ethical values and how they
should be implemented in its operating procedures; 4) developing a
shared vision of enterprise risk management; and 5) moving beyond
compliance and a checklist mentality to conduct insightful,
probing discussions of strategy, performance, risks, critical
business issues, and the reporting and other issues at which the
new rules are directed.

               Governance Activism at TIAA-CREF

Peter Clapman

In the past 10 years, TIAA-CREF, the largest private pension
system in the United States, has stepped up its corporate
governance activities, adding resources to its corporate
assessment program, filing friend-of-the-court briefs on cases
with important implications for shareholder rights, developing new
initiatives such as an effort to end a form of takeover defense
called the "dead hand poison pill," and recommending changes in
the process by which equity compensation is awarded to executives.
Most of its interactions with boards and managements involve
"gentle prodding." Globally, the institution is seeking to foster
more meaningful international standards for corporate governance,
shareholder rights, and corporate transparency.

         Audit Committees-A More Visible and Demanding Role

Mark C. Terrell and Scott A. Reed

The audit committee's responsibility to effectively oversee the
integrity of the financial reporting process has become a mandate
of the capital markets in the aftermath of the sweeping changes
affecting corporate governance. The audit committee's oversight
role is a critical element of the financial reporting process. An
audit committee member's role is more time-consuming and
challenging than ever. Audit committee members must be independent
of management, engaged, experienced, ethical, inquisitive, and
intuitive to provide effective oversight and help rebuild the
public's trust in the capital markets. Although the audit
committee process has been changed fundamentally by recent
corporate accountability reforms, many of the underlying concepts
have been debated and considered since the 1999 report of the Blue
Ribbon Committee on Improving the Effectiveness of Corporate Audit
Committees and the 1987 report of the Treadway Commission. Current
challenges that audit committee members face include balancing
practicality and priorities with the new governance environment;
ensuring the committee avoids a "checklist" mentality and focuses
on substance as well as form; and instituting required changes in
attitude, culture, and overall approach.

                     Five Red Flags Over Texas:
         The Enron Failure and Corporate Governance Reform

Charles M. Elson and Christopher J. Gyves

A dramatic change in approach to corporate board composition,
conduct, and responsibility has occurred at the legal and
regulatory level, largely in response to a perceived failure by
the Enron board to have prevented management conduct that led to
the company's downfall. Because the Enron board had significant
relationships with company management, both transparent and
latent, it had difficulty recognizing numerous warning signals
including waiver of the company code of ethics, stock sales by
executives, external auditors taking large consulting fees and
engaging in internal audit work, and individuals in the company's
finance department with connections to the external auditor. The
key common element of the numerous resulting governance mandates
following Enron and other corporate incidents has been a focus on
the independence of corporate directors.

           How Governance Concerns Are Reshaping
            Executive and Director Compensation

Edward C. Archer

The governance renaissance is transforming how Corporate America
does business, but for many shareholders the most visceral target
of criticism has been executive compensation. Genuine improvements
in governance of compensation programs will be judged by the
extent to which boards exercise rigorous oversight, provide clear
and concise disclosure, and incorporate meaningful and effective
performance hurdles balancing short- and long-term cash and stock
incentives. For many boards, the first step in improved governance
of pay programs is a re-examination of how competitive information
on executive compensation levels is gathered and analyzed. Stock
options will be among the first targets of compensation governance
reform. Executive employment agreements, retirement benefits, and
board pay also will be re-examined. There also is renewed interest
in customizing board member pay to reflect differing
responsibilities such as committee memberships.

         D&O Insurance: Understanding Board Member Risk

William Cotter

Recent corporate scandals come on top of increased securities
litigation and competitive pressure on premiums in the past couple
of years to create a strain for directors and officers liability
insurance (D&O) underwriters. Immediate changes are required to
protect the ability of these carriers to offer D&O insurance.
Entity coverage, which has diluted the protection available to
directors and officers, needs to be regulated. The quality of
insurance companies participating at every level of the D&O
program must be ensured. D&O underwriters must understand the true
nature of the risk they are being asked to assume. Finally, D&O
insurance premiums must be aligned with the current level of
securities exposure.

      The Emergence of the Corporate Governance Officer

Robert B. Lamm

As a result of recent corporate scandals and related reforms, a
growing number of companies now have corporate governance
officers. While the CGO may fit into a number of places in the
corporate organization chart, the optimum position is likely to be
that of corporate secretary, or at least in the corporate
secretary's department. More important than the CGO's formal
reporting structure is the "tone at the top" stemming from board
and management support for good governance and the CGO's role in
implementing it. The CGO's principal responsibilities can be
broken down into three areas: (1) developing and assisting in the
implementation of governance policies, systems, and practices; (2)
engaging in internal and external communications regarding
governance; and (3) implementing continuous improvement in
governance.

               From Concept to Corporation:
     How Corporate Governance Evolves Over the Lifespan
                  of a Technology Company

Martin Pichinson

Corporate governance has a very different harmony in a start-up
technology company than it does in most mature-stage corporations.
Rather than a CEO with operating, financial, and marketing skills,
an early-stage venture needs a "chief concept officer" who can
articulate a vision, gather others to assist in implementation,
and take an idea from concept to business plan. The board of
directors, usually composed of stockholders who are the main
source of funds, should act as a group of involved mentors,
provide a source of contacts, and closely monitor management. The
audit committee is concerned largely with information gathering
and verification. Seasoned advisors also are needed to help the
company identify and benchmark its progress and failures and
continuously adjust and focus its business model.

            Keeping a Watchful Eye on Your Investments

Jim Peters

In this tough economic environment, private equity investors and
other institutional investors are scrambling for solutions to
prevent their portfolios from declining in value. Private equity
board members have to do more than just ensure proper financial
reporting and attend board meetings of their portfolio companies.
They need to be sensitive to early warning signs of business
failure and to focus on leading indicators of people and operating
performance rather than just financial performance, which is a
lagging indicator. Directors need to create a culture of open
discussion and to feel free to ask questions about business
strategy and context, critical performance metrics, continuous
improvement processes, performance targets, and overall parameters
of business success.

                        Lost in the Shuffle:
         Insider Ownership and Corporate Governance Reform

Dennis I. Simon

The Commission of Public Trust and Private Enterprise of the
Conference Board and other organizations are recommending
separation of the CEO and chairman roles while new New York Stock
Exchange and Nasdaq, in their listing standards, as well as other
organizations are calling for a majority of independent directors.
These recommendations are at odds with the prevailing governance
structures of most mid-size public companies, which include former
family businesses with significant continued involvement by family
members and companies still run by their entrepreneurial founders.
As the business/financial community continues its dialog about
corporate governance, it should consider that different standards
and practices are best suited to companies of difference sizes and
stages of development.

               GovernanceMetrics International:
                  A Detailed Approach

Gavin Anderson

To avoid oversimplifying corporate governance into a few "litmus
test" issues, GovernanceMetrics International has developed a set
of 600 factual indicators (with answers of "yes," "no," or "not
disclosed") to assess a company's governance profile. They are
divided into seven broad categories: 1) board accountability, 2)
financial disclosure and internal controls, 3) remuneration, 4)
ownership base and potential dilution, 5) market for control, 6)
shareholder rights, and 7) corporate behavior. Ratings, conducted
every six months, are relative; companies are measured against
each other both domestically and globally with scores ranging from
1 to 10. Once scores are assigned, analysts prepare written
reports summarizing a company's overall governance profile and
highlighting particular items that merit investors' attention. No
ratings are confidential. Subscribers have access to all of GMI's
ratings.

    Keeping Score: Rating Governance in the Post-Enron World

Patrick S. McGurn

Institutional Shareholder Services scores corporate governance
practices on a percentile basis from zero to 100, the first score
measuring the company against others of comparable size and the
second measuring it against industry peers. Components of the
rating scores fall under seven core topics: 1) board structure and
composition, 2) charter and bylaw provisions, 3) laws of the state
of incorporation, 4) executive and director compensation, 5)
qualitative factors, including financial performance, 6) director
and officer stock ownership, and 7) director education.

        The Corporate Library's Governance Rating Approach:
            Compensation, Accounting, and Strategy

Nell Minow

There is no disclosure requirement that reveals the courage and
integrity required for effective oversight by directors. That can
come only from a review of the decisions they make. The Corporate
Library has developed a system for rating boards, with grades from
A to F, based on dynamic indicators and assessments of the board's
effectiveness in areas where the CEO's interests may conflict with
the interests of the shareholders. Factors considered in the
rating analysis include CEO pay, the company's financial reporting
(for the purpose of evaluating the audit committee), the company's
overall strategy, CEO succession planning, director stock
ownership, what the board says it is doing in its governance
policies, how the board responds to a crisis, and other indicators
of the board's leadership and ability to add value.

           Measure for Measure: Why and How Standard & Poor's
                Rates Corporate Governance Practices

Andrea Esposito and Dan Konigsburg

Standard & Poor's approach to evaluating corporate governance is
an interactive analytical process that involves direct contact
with company managers and directors and some of their professional
advisors. The agency's governance scores are intended to act as a
single, global benchmark to interpret differing governance
structures in different companies, countries, and environments.
Guided by the overarching principles of fairness, transparency,
accountability, and responsibility, the analysis and conclusions
fall into four categories: 1) ownership structure and external
influences; 2) shareholder rights and shareholder relations; 3)
transparency, disclosure, and audit; and 4) board structure and
effectiveness. S&P's ratings are made public with permission of
the rated companies.

            International Trends in Corporate Governance:
                A Study of Leading Indicators(TM)

Stephen Davis

A recent study compares international corporate governance
developments in Belgium, Britain, France, Germany, Japan, the
Netherlands, Portugal, and the United States in four categories:
board structure, voting rights, disclosure, and takeover defenses.
Findings, mainly in 2002, reveal both slow progress and striking
weaknesses in the architecture of corporate governance. In
particular, new measurements designed to test management influence
over boards expose a major underlying problem: boards are far less
independent than is generally recognized, even when they appear to
be stocked with outsiders. The fresh data raise questions about
risks associated with inadequate oversight of management,
suppressing scores of every surveyed market but France, where
advances in law, code, and practice yielded a modest rise.
Overall, the study seems to show a disconnect between the
reformers and the reformed. Despite forceful initiatives by
legislators, regulators, stock exchanges, and code-writers, who
responded to public demand with far-reaching corporate governance
changes, companies have made remarkably slow progress on the
ground, exhibiting reluctance to embrace reform.

For more information visit http://www.researchandmarkets.com/reports/c1711

                           *********

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, Jazel P. Laureno, 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
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                *** End of Transmission ***