TCR_Public/040507.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, May 7, 2004, Vol. 8, No. 90

                           Headlines

237 CLEVELAND STREET: Voluntary Chapter 11 Case Summary
ADELPHIA COMMS: Asks for Approval of Amended DIP Credit Facility
AIR CANADA: First Quarter Net Loss Widens to $304 Million
AIR CANADA: Court OKs Deutsche Bank Pact for $850M Rights Offering
AIRGAS INC: Fourth Quarter Net Earnings Climb to $21.7 Million

AMERICAL CORPORATION: SSG Capital Serves as Investment Bankers
AQUILA INC: Records $51.8 Million Net Loss for First Quarter 2004
AST SPORTS SCIENCE: Case Summary & 20 Largest Unsecured Creditors
BRIDGE HOUSE: Case Summary & 20 Largest Unsecured Creditors
BROADBAND WIRELESS: Chapter 11 Bankruptcy Case Now Closed

CONSOLIDATED CONTAINER: S&P Junks Proposed $170M Sr. Secured Notes
CREDIT SUISSE: Fitch Affirms Low Ratings on 5 Ser. 1997-C1 Classes
CREDIT SUISSE: Fitch Rates 1998-C2 Classes F,G & I at Low-B Levels
CROWN CASTLE: Working Capital Deficit Tops $42MM at March 31, 2004
DANKA: Agrees to Outsource IT Infrastructure to IBM to Cut Costs

DAN RIVER: Bankruptcy Management Serves as Official Claims Agent
DELPHAX TECHNOLOGIES: Reports Profitable Second Quarter Results
DII IND: KBR Provides Eng'g Design Services for Shell GTL Project
DIRECTV LATIN: AP Services Asks for $2.5MM Performance Fee Payment
DLJ: Ser. 1999-CG3 Classes B-3 to C Get Fitch's Low-B/Junk Ratings

DLJ COMMERCIAL: Fitch Affirms BB/B- Ratings on Classes B-4 & B-7
DYNEGY INC: Annual Shareholders' Meeting Slated for May 20
ECLIPSE PROPERTIES: Creditors will Meet on May 13
ENRON: Wants to Extend Exclusive Solicitation Period to July 31
ETHYL CORPORATION: Proposes to Adopt Holding Company Structure

FAIRPOINT COMMS: S&P Places B+ Corporate Rating on Watch Negative
FEDERAL-MOGUL: 2nd Amended Plan Modifies Creditor Recoveries
GEORGIA-PACIFIC: Closes Sale of Athens Biomass Generation Facility
HIGHWATER 20 LLC: Case Summary & 3 Largest Unsecured Creditors
HOUSE INVESTMENTS: Case Summary & 1 Largest Unsecured Creditor

INTERWAVE COMMS: Third Quarter Net Loss Narrows to $1.1 Million
IPIX: Stockholders Re-Elect Jackson, Seamons & Strickland to Board
JENDHAM INC: Case Summary & 20 Largest Unsecured Creditors
KNUTSON INC: Case Summary & 20 Largest Unsecured Creditors
LIFE SCIENCE: March 31 Balance Sheet Upside-Down by $8.5 Million

METROMEDIA INTL: Offers Georgia 20% Ownership Interest in Magticom
MINORPLANET SYSTEMS: Nasdaq Grants Conditional Listing Status
MIRANT CORP: Intends To Make Corporate Community Contributions
NAT'L CENTURY: Stands to Gain $1M Under Granada Settlement Pact
OMNE STAFFING: Signs-Up Lowenstein Sandler as Bankruptcy Counsel

OWENS CORNING: Delivers Positive Results in First Quarter 2004
PACIFIC GAS: Applies To Hire 5 Special Non-Bankruptcy Counsel
PARMALAT GROUP: Wants Court to Fix July 9 as U.S. Claims Bar Date
PAXSON COMMS: First Quarter Net Loss More Than Doubles to $60 Mil.
PILLOWTEX CORP: Inks Stipulation Allowing IBM Corp.'s $2MM+ Claims

PLIANT CORP: Balance Sheet Insolvent by $436MM at March 31, 2004
PRESTOLITE: S&P Withdraws Ratings After First Atlantic Acquisition
PRIMEDIA INC: S&P Assigns B Rating to $275 Million Senior Notes
RELIANT ENERGY: Posts $46 Million First Quarter Operating Loss
ROCKWELL MEDICAL: 1st Quarter 2004 Conference Call Set for May 10

SMA PROPERTIES LP: Voluntary Chapter 11 Case Summary
SMTC CORPORATION: Will Release First Quarter Report on May 17
SMTC CORPORATION: Shareholders' Meeting Set for May 20 in Toronto
SOLUTIA INC: Names Jeffry N. Quinn as New President & CEO
SQUAW CREEK ESTATES: Case Summary & 3 Largest Unsecured Creditors

STELCO: Welcomes Court Decision Denying Unions Leave to Appeal
SUN COMMUNITIES: Fitch Lowers to BB & Withdraws Issuer Rating
SUPERIOR ESSEX: Reports Revenue Growth & Net Income for Q1 2004
SWIFTCOMM: California Bankruptcy Court Confirms Chapter 11 Plan
TECNET: U.S. Trustee Appoints J. Robert Medlin as Examiner

TELETECH: Plans to Reduce Long-Term Debt by $50 Mil in 2nd Quarter
TOWER AIR: Ernst & Young Wants to Kill Malpractice Lawsuit
TRANSPORTATION TECH: S&P Junks Proposed $100MM Senior Sub. Notes
TRW AUTOMOTIVE: Net Debt Pared by $115MM to $2.8BB at March 31
UNION PLANTERS: Fitch Takes Rating Actions on 2 RMB Transactions

UNITED AIRLINES: KBC Bank Wants To Recover $695K Cash Collateral
US AIRWAYS: S&P's Ratings Down to Junk Level & Now Off Watch
US CAN: Equity Deficit Increases to $354 Million at April 4, 2004
USG CORP: Asks Court to Approve New Chicago Headquarters Lease
WEYERHAEUSER COMPANY: Raises $953.7 Million from Stock Sale

WINDHAM COMMUNITY: 2003 Operating Losses Prompt S&P's Neg. Outlook
WORLD AIRWAYS: Publishes Improved Results for First Quarter 2004
WRENN ASSOCIATES: Look for Schedules & Statements by May 24
Y HERS BEDFORD: Case Summary & 7 Largest Unsecured Creditors

* Weil Gotshal to Host 3rd IP & Media Law Series Seminar on Tues.

* BOOK REVIEW: Risk, Uncertainty and Profit

                           *********


237 CLEVELAND STREET: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: 237 Cleveland Street Corp.
        3305 Fulton Street
        Brooklyn, New York 11208

Bankruptcy Case No.: 04-16595

Chapter 11 Petition Date: May 4, 2004

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Peter J. Mollo, Esq.
                  The Law Office of Peter J. Mollo
                  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.


ADELPHIA COMMS: Asks for Approval of Amended DIP Credit Facility
----------------------------------------------------------------
The Adelphia Communications (ACOM) Debtors ask the Court to
approve:

   (1) the amendment, restatement and extension to the Debtors'
       existing Amended and Restated Credit and Guaranty
       Agreement dated as of August 26, 2002, with a group of
       lenders led by JP Morgan Securities, Inc., and Citigroup
       Global Markets, Inc., as Co-Lead Arrangers;

   (2) the related commitment letter for the Amended and Restated
       DIP Facility; and

   (3) the payment of related fees and expenses as provided for
       in the Commitment Letter and the related fee letter.

A free copy of the Commitment Letter is available at:

   http://www.sec.gov/Archives/edgar/data/796486/000095013604001229/file002.htm

A free copy of the Second Amended and Restated Credit and
Guaranty Agreement is available at:

   http://www.sec.gov/Archives/edgar/data/796486/000095013604001229/file003.htm

Among other things, the Amended and Restated DIP Facility:

   (1) reduces the DIP Lenders' aggregate commitment from
       $1,500,000,000 to $1,000,000,000;

   (2) extends the maturity date of the Existing DIP Facility
       from June 25, 2004 to March 31, 2005;

   (3) decreases the borrowing margins on Loans extended by the
       DIP Lenders;

   (4) decreases the commitment and primary letter of credit fee
       rates;

   (5) changes certain letter of credit provisions to enable
       certain letters of credit to remain outstanding following
       the maturity date; and

   (6) changes certain borrowing limits and extends the financial
       covenant levels of each Borrowing Group through the new
       maturity date.

The ACOM Debtors will be required to pay certain fees in
connection with the consummation of the transactions contemplated
by the Amended and Restated DIP Facility.

Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher, LLP, in New
York, tells the Court that as of April 9, 2004, the total
commitment for the Existing DIP Facility has been reduced to
about $1,497,000,000, with the total commitment of the Tranche A
Loan being reduced to around $1,299,000,000 and the total
commitment of the Tranche B Loan being reduced to around
$199,000,000.  

As of April 9, 2004, $216,666,000 under the Tranche A Loan was
drawn and letters of credit totaling $18,293,000 were issued,
leaving $1,063,757,000 of available credit under the Tranche A
Loan.  Furthermore, as of April 9, 2004, around $199,000,000
under the Tranche B Loan was drawn and letters of credit totaling
about $44,202,000 were issued.  The aggregate commitment of the
DIP Lenders under the Amended and Restated DIP Facility will be
$1,000,000,000, with the aggregate commitment under the Tranche A
Loan being $800,000,000 and the aggregate commitment under the
Tranche B Loan being $200,000,000.

On February 24 and 25, 2004, the ACOM Debtors:

   (1) successfully obtained commitments for up to $8,800,000,000
       in exit financing; and

   (2) filed their proposed joint plan of reorganization and
       related disclosure statement.

The ACOM Debtors expect to continue to engage in negotiations
regarding the terms of the Plan with those of their primary
constituents that do not currently support it and will endeavor
to achieve sufficient consensus to pursue and obtain Plan
confirmation by year-end.  To have sufficient time to engage in
these negotiations and, more importantly, to continue to run and
operate their businesses, the ACOM Debtors need to extend the
maturity date of the Existing DIP Facility, Mr. Shalhoub
explains.

Mr. Shalhoub contends that the terms and conditions of the
Amended and Restated DIP Facility will be substantially identical
to the carefully crafted Existing DIP Facility, therefore
preserving the heavily negotiated and court-approved "silo
structure" of the Existing DIP Facility and the liens and
protections contained in the Final DIP Order.

The more salient amendments to the Existing DIP Facility are:

   (A) Maturity Date

       The Maturity Date is extended from June 25, 2004 to
       March 31, 2005.

   (B) Amount of Shared Capital Expenditures

       The aggregate amount of Shared Capital Expenditures that
       may be incurred by any Loan Party in the Seven A Borrower
       Group for the period starting on May 1, 2003 and ending on
       the Maturity Date will be increased from $50,000,000 to
       $150,000,000.

   (C) Certain Fee Rates

       The Commitment Fee Rate, the Applicable L/C Fee Rate and
       the Applicable Margin will each be decreased, as set forth
       in Sections 5, 6 and 7 of the Amended and Restated DIP
       Facility.

       Utilization                              Rate
       -----------                              ----
       Utilization 33.3%                        0.75%  
       Utilization 33.3% to 66.6%               0.625%  
       Utilization greater than 66.6%           0.50%  

   (D) Letters of Credit

       Certain provisions will be modified to enable certain
       Letters of Credit to remain outstanding following the
       Maturity Date, as set forth in Sections 11 and 12 of the
       Amended and Restated DIP Facility.

   (E) Borrowing Limits

       The maximum amount of the Extended DIP Facility available
       to each Borrower is:

       Century             $370 million
       Century-TCI          235 million
       UCA                   80 million
       Pamassos              40 million
       FrontierVision       140 million
       Olympus               70 million
       7A                     5 million
       7B                    15 million
       7C                    45 million

   (F) Financial Covenant Levels

       The financial covenant levels will be extended through the
       Maturity Date.

As is customary, the payment of certain fees and the
reimbursement of certain fees and expenses are required to be
paid by the ACOM Debtors as consideration for the commitments
under the Commitment Letter and the extension of the Existing DIP
Facility.  Under the Commitment Letter, the ACOM Debtors agreed
to reimburse each Co-Lead Arranger and each Lead Lender their
reasonable out-of-pocket expenses incurred in connection with the
Amended and Restated DIP Facility and related documentation.  In
addition, pursuant to the Fee Letter, the ACOM Debtors will be
required to pay:

   (1) Marketing Fees: To the Co-Lead Arrangers, up-front fees to
       market the Amended and Restated DIP Facility estimated to
       be up to 0.25% of each lender's aggregate commitment under
       the Amended and Restated DIP Facility -- estimated at
       $2,500,000.  These fees will be paid in full on the
       closing date of the Amended and Restated DIP Facility;

   (2) Annual Administrative Fee: To JPMorgan Chase Bank, as
       administrative agent under the Amended and Restated DIP
       Facility, an annual administrative fee of $250,000,
       payable in equal quarterly installments.  The annual
       administrative fee is consistent with and replaces the fee
       being paid by the Debtors under the terms of the Existing
       DIP Facility;

   (3) Collateral Fee: To Citicorp North America, Inc., as
       collateral agent under the Amended and Restated DIP
       Facility, an annual collateral administration fee of
       $250,000, payable in equal quarterly installments.  The
       annual collateral administration fee is consistent with
       the fee being paid by the ACOM Debtors under the terms of
       the Existing DIP Facility; and

   (4) Work Fee: To JP Morgan Securities, a $250,000 work fee.  
       This fee to be payable on the closing date of the Amended
       and Restated DIP Facility.

Mr. Shalhoub asserts that as the continuation of DIP financing is
integral to the ACOM Debtors' ability to continue to operate and
restructure their businesses, it is beyond doubt that entering
into the Amended and Restated DIP Facility and other Extension
Documents is appropriate. (Adelphia Bankruptcy News, Issue No. 58;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AIR CANADA: First Quarter Net Loss Widens to $304 Million
---------------------------------------------------------
Air Canada reported an operating loss before reorganization and
restructuring items of $145 million for the quarter ended March
31, 2004, an improvement of $209 million compared to the quarter
ended March 31, 2003. Operating revenues were down $90 million or
4 per cent. The passenger revenue decrease experienced in North
America was partially offset by revenue growth in the Pacific,
Latin American and traditional leisure destinations. Operating
expenses were reduced by $299 million or 12 per cent from the
first quarter of 2003 and reflected a unit cost reduction of 15
per cent for Mainline-related operations. Expense reductions were
recorded in most categories including salaries and wages, aircraft
rent, aircraft maintenance materials and supplies, and
communications and information technology and other operating
expenses. In the case of certain aircraft lease amendments, until
emergence the higher cost of the original agreement continues to
be recorded in operating expense.

On April 1, 2003, Air Canada obtained an order from the Ontario
Superior Court of Justice providing creditor protection under
CCAA. Air Canada also made a concurrent petition under Section 304
of the U.S. Bankruptcy Code.

As a result of restructuring under CCAA, Air Canada has and will
continue to record a number of significant reorganization and
restructuring items directly associated with the restructuring.
These "reorganization and restructuring items" represent revenues,
expenses, gains and losses, and provisions for losses that can be
directly associated with the reorganization and restructuring of
the business under CCAA. For the quarter, these mainly non-cash
reorganization and restructuring items amounted to $132 million.

Including these reorganization and restructuring items, the net
loss for the quarter was $304 million compared to a net loss of
$270 million in the first quarter of 2003.

"I am pleased to report Air Canada's most encouraging results
since the start of our restructuring one year ago," said CEO
Robert Milton. "For the first time since privatization in 1989, we
achieved positive cash flows from operations in the first quarter,
historically the industry's weakest. Given that we're paying
current obligations while in the CCAA process, this indicates that
we're heading in the right direction in our restructuring. Our
revenue generation in 2004 is on target. And, as we head into the
peak summer season for travel demand, forward bookings are strong.
As a result of disciplined cost management and aggressive revenue
strategies we have a strong cash position of $880 million in
addition to over $600 million in available credit.

"Despite record high fuel costs and significant increases in
airport and navigation fees we have achieved unit cost reductions
of 15 per cent for the Mainline-related operations and 20 per cent
at Air Canada Jazz. While this significant progress is encouraging
we must reduce costs further to ensure our successful
restructuring. Although the domestic low fare market remains
challenging, with reduced operating costs and our continued focus
on bringing online new technology to further automate and simplify
our customers' travel experience, we have never before been as
well positioned to compete in the low fare market. Moreover, with
the upcoming launch of non-stop service to Hong Kong from Toronto,
and successful expansion of new services to Latin America and
Delhi, we are continuing to redeploy assets effectively to meet
strategic growth opportunities.

"Our restructuring has regained momentum with the recent
agreements achieved with Deutsche Bank and GECAS," said CEO Robert
Milton. "The confidence in our business plan expressed by these
two global business leaders signals that we're on the right track.
While we still have work to do, discussions with stakeholders are
encouraging and we now anticipate an exit from CCAA protection in
the third quarter of this year.

"With strong liquidity levels, we are well positioned to carry out
business effectively as we complete our restructuring and it
remains business as usual for Air Canada's customers. On behalf of
the people of Air Canada I thank our customers for the unwavering
loyalty they have demonstrated throughout the restructuring. We
will work to earn their ongoing support with a commitment to
excellent service and - as always - an uncompromising focus on
safety," he concluded.

Air Canada reiterates that it expects that shareholders of the
Corporation will receive only nominal, if any, consideration for
their shares upon the Corporation's emergence from CCAA
protection. The shareholders' participation is expected to be
valued at less than 0.01 per cent of the total equity of the
emerging Corporation.


AIR CANADA: Court OKs Deutsche Bank Pact for $850M Rights Offering
------------------------------------------------------------------
Air Canada provides the following update on the airline's
restructuring under the Companies' Creditors Arrangement Act:

In a decision issued on May 5, 2004, Mr. Justice James Farley of
the Ontario Superior Court approved the amended and restated
Deutsche Bank Standby Purchase Agreement of April 29, 2004
extending and increasing the rights offering available to
creditors from $450 million to $850 million.

The expanded rights offering will be the cornerstone of the new
equity process and will permit Air Canada to address major
restructuring conditions prior to the solicitation of the $250
million equity investment, to conduct the solicitation in a very
short time frame and to obtain an investor with minimal closing
risk.

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.


AIRGAS INC: Fourth Quarter Net Earnings Climb to $21.7 Million
--------------------------------------------------------------
Airgas, Inc., (NYSE:ARG) reported strong sales, operating profit
and earnings growth for its fourth quarter ended March 31, 2004.
Net earnings for the quarter were $21.7 million, or $0.29 per
diluted share, compared to $18.2 million, or $0.25 per diluted
share, in the same period a year ago.

Fourth quarter sales increased 18% to $522.1 million reflecting
the consolidation of National Welders Supply Company - the Airgas
joint venture affiliate - as well as acquisitions and same-store
sales growth. Excluding National Welders, sales grew 9%. Total
same-store sales were up 6% compared to the same quarter a year
ago, reflecting significant improvement in manufacturing and other
industrial segments. Same-store sales in the Distribution segment
were up 6%, driven by gains of 9% in hardgoods and 2% in gas and
rent.

"Our sales momentum accelerated in the fourth quarter, including a
very strong March for both gases and hardgoods," said Airgas
Chairman and Chief Executive Officer Peter McCausland. "Although
sales growth was led by our lower-margin hardgoods products, the
recovery in our business is unfolding as expected and the gases
strength in March is very encouraging."

Net earnings for the year ended March 31, 2004 were $1.07 per
diluted share compared to prior year results of $0.94 per diluted
share. The results for the year ended March 31, 2004 include a
non-recurring after-tax gain of $1.7 million, or $0.02 per diluted
share, at National Welders Supply Company, and an after-tax $480
thousand special charge recovery related to a revised estimate on
prior years' restructuring charges. Also included in the year
ended March 31, 2004 are insurance-related losses of $2.8 million
($1.7 million after tax), or $0.02 per diluted share, for
previously announced incidents at two of the Company's facilities.
The year ended March 31, 2003 included charges of $2.9 million
($2.2 million after tax), or $0.03 per diluted share, primarily
related to a special charge for the integration of the Air
Products U.S. packaged gas acquisition ($2.7 million).

"We grew fiscal 2004 earnings per share by 10%, excluding the
impact of special charges and recoveries, even though our markets
didn't recover until late in the year," added McCausland. "I'm
delighted to see the momentum, but most importantly, our results
validate a strong and stable business model that can weather a
tough economy."

McCausland continued, "I'm excited about our growth opportunities
ahead. During the last several years, we have built a tremendous
infrastructure and product offering. With that behind us, we are
now focused on growing our business, branch by branch, with those
core customers who use gases, welding and safety products. We also
plan to continue growing our medical business through Airgas
Puritan Medical divisions in every regional company. Finally, we
look forward to successfully completing our largest acquisition
ever as we welcome the customers and associates from BOC's U.S.
packaged gas business at the end of July. We expect to earn $1.21
to $1.27 per share in fiscal 2005, including up to $0.02 per share
accretion from the BOC acquisition."

Free Cash Flow for the year ended March 31, 2004 was $106 million
compared to $104 million in the prior year. The Company reduced
adjusted debt by $60 million during the fiscal year. The
definition of free cash flow, a reconciliation to the attached
Consolidated Statement of Cash Flows, the definition of adjusted
debt and a reconciliation to the balance sheet are attached.

                   About Airgas, Inc.

Airgas, Inc. (NYSE: ARG) (S&P, BB Corporate Credit Rating,
Positive) is the largest U.S. distributor of industrial, medical
and specialty gases, welding, safety and related products. Its
integrated network of nearly 800 locations includes branches,
retail stores, gas fill plants, specialty gas labs, production
facilities and distribution centers. Airgas also distributes its
products and services through eBusiness, catalog and telesales
channels. Its national scale and strong local presence offer a
competitive edge to its diversified customer base. For more
information, visit http://www.airgas.com/


AMERICAL CORPORATION: SSG Capital Serves as Investment Bankers
--------------------------------------------------------------
Americal Corporation asks for the approval of the U.S. Bankruptcy
Court for the Eastern District of North Carolina, Raleigh
Division, to employ and retain SSG Capital Advisors, LP as its
investment bankers.

The Debtor selected SSG Capital as its investment bankers for this
case because of the firm's expertise in marketing items such as
the Peds Assets.

Since February, 2004, SSG has been performing investment banking
services for the Debtor, including marketing the Peds Assets to
various entities, including the proposed stalking horse bidder
International Legwear Group, Inc.  SSG Capital has become
intimately familiar with the Debtor and its affairs.  

The Debtor will pay SSG Capital with a $25,000 monthly fee
credited against the success fee of not less than $450,000.

SSG Capital will:

   a. prepare an Offering Memorandum describing Peds, its
      historical performance and prospects, including existing
      contracts, marketing and sales, labor force, and
      management and anticipated financial results of Peds. This
      Offering Memorandum will not be given to any potential
      buyer without the prior consent of the Company and only
      after execution of a confidentiality agreement
      satisfactory to the Company, unless agreed upon by SSG and
      the Company;

   b. work with Company in developing a list of suitable
      potential buyers who will be contacted on a discreet and
      confidential basis after approval by the Company;

   c. coordinate the execution of confidentiality agreements for
      potential buyers wishing to review the Offering
      Memorandum;

   d. help the Company to coordinate site visits for interested
      buyers and work with the management team to develop
      appropriate presentations for such visits;

   e. solicit competitive offers from potential buyers;

   f. advise and assist the Company in structuring the
      transaction and negotiating of the transaction agreements;
      and

   g. upon execution of a letter of intent or similar documents,
      SSG will assist in negotiating the transaction and assist
      the Company's attorneys and accountants, as necessary,
      through closing on a best efforts basis.

Robert C. Smith, Managing Director of SSG Capital has informed the
Debtor that the firm:

  (a) does not hold or represent any interest adverse to the
      Debtor's estate in matters upon which the firm is to be
      engaged; and

  (b) is a "disinterested person" as defined by section 101(14)
      of the Bankruptcy Code.

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


AQUILA INC: Records $51.8 Million Net Loss for First Quarter 2004
-----------------------------------------------------------------
Aquila, Inc. (NYSE: ILA) reported a fully diluted loss of $.26 per
share for the first quarter of 2004, or a net loss of $51.8
million. Sales totaled $553.2 million for the quarter. The
quarterly results primarily reflect losses associated with the
continued wind-down of the company's wholesale energy trading
portfolio, the sale of non-core assets and interest costs.

In the first quarter of 2003, Aquila had a loss of $.27 per fully
diluted share, or a net loss of $51.9 million, and sales of $522.8
million. Since 2002, Aquila has been executing its plan to refocus
on core utility operations by winding down its merchant trading
portfolio and selling non-core assets, including all its
international investments.

"We continue to make progress toward restoring Aquila's financial
stability," said Richard C. Green, Aquila chairman and chief
executive officer. "Since launching our restructuring plan, we've
sold more than $2.2 billion in assets, and we expect to complete
the sale of our Canadian utility business in the second quarter.

"Going forward, we will continue to take steps toward our
financial recovery," Green said, "including restructuring or
settling remaining tolling agreements; continuing to wind down our
energy trading portfolio and recovering related collateral; and
paying down debt and improving liquidity to strengthen the balance
sheet."

                     Revised Business Segments

In the first quarter of 2004, Aquila modified its financial
reporting segments to reflect the significant changes that took
place over the past two years. It now manages its business in two
operating segments: Domestic Utilities and Merchant Services.

Domestic Utilities consists of regulated electricity and natural
gas utility operations in seven states. Merchant Services includes
remaining investments in non-regulated merchant power plants,
commitments under merchant capacity tolling obligations and long-
term gas contracts, and remaining contracts from wholesale energy
trading operations. All of Aquila's other operations are in
Corporate and Other, including its investment in Everest
Connections, its former investment in Quanta Services, Inc., its
former utility investments in Australia and the United Kingdom,
and the company's costs not allocated to the operating businesses.
Aquila is continuing to wind down its wholesale energy trading
operations and has sold its merchant loan portfolio, natural gas
pipeline, gathering and storage assets, investments in
international utility networks and investment in Quanta Services.

The results of operations of Aquila's Canadian networks, which are
in the process of being sold, were moved to discontinued
operations in 2003, as were the results from two consolidated
independent power plants sold in March 2004.

                  Net Loss on Sale of Assets

Aquila recorded a net loss on sale of assets of $32.1 million in
the first quarter of 2004, compared to a net gain on sale of
assets of $2.2 million a year earlier.

In March 2004, Aquila transferred to Calpine Corp., its joint
venture partner in the Aries power project, its 50 percent
ownership interest in the project, $5.0 million cash and certain
transmission and ancillary contract rights. In exchange, Aquila's
remaining aggregate undiscounted payment obligation of
approximately $397.3 million under a 20-year tolling agreement
with the Aries facility was terminated. At the same time, Calpine
returned approximately $12.5 million of collateral Aquila had
posted in support of ongoing energy trading contracts. Aquila
recorded a pretax loss of $47.0 million, or $35.6 million after
tax, in connection with this transaction.

In January 2004, Aquila and FirstEnergy Corp. sold all of the
shares of Aquila Sterling Limited, the owner of Midlands
Electricity plc. Aquila received proceeds of $55.5 million before
transaction costs of approximately $7.6 million. The company
recorded a pretax and after-tax gain from this sale of $3.3
million in the first quarter of 2004 due to strengthening in the
British pound exchange rate after having recorded an impairment
charge in the third quarter of 2003.

In the third quarter of 2003, Aquila evaluated the carrying value
of 12 independent power plant investments it had offered for sale.
The evaluation was based on bids received and other internal
valuations. Ten of the plants were equity method investments and
two were consolidated on the company's balance sheet. When results
of this assessment indicated these investments were impaired, the
company recorded a pretax impairment charge of $87.9 million, or
$69.9 million after tax, to reduce the carrying value of the 10
equity method investments to their estimated fair value.

The sale of all 12 plant investments closed in March 2004 and
Aquila received proceeds of approximately $256.9 million before
transaction costs of approximately $4.1 million and before taxes.
As the actual proceeds realized were greater than estimated when
the 2003 impairment charge was recorded, the sale of the 10 equity
method investments resulted in a pretax gain of $6.1 million, or
$6.3 million after tax, in the 2004 first quarter.

The operating results of the two consolidated investments were
reported in discontinued operations. In September 2003, the
company recorded a pretax impairment charge of $47.5 million, or
$39.8 million after tax, to reduce the carrying value of the two
consolidated power plants to their estimated fair value. The
company recorded a pretax gain on the sale of the consolidated
plants of $8.4 million, or $16.2 million after tax, in the 2004
first quarter.

                        Liquidity

Since reporting significant net losses and negative cash flows
from operations in 2002, Aquila has had to operate with non-
investment grade credit ratings. This affected the company's
ability to raise capital through traditional financial markets.
Aquila has therefore relied primarily on its existing cash
position and proceeds from asset sales to meet its capital needs,
and expects to continue relying on these sources during the
remainder of its restructuring process.

On February 27, 2004, Aquila paid approximately $78 million to
retire the note which had been used as part of the purchase of
Midlands Electricity in 2002. Retiring this note eliminated the
five remaining annual payments of $19 million.

Aquila plans to address its cash requirements with cash on hand
and pending asset sale proceeds. If the asset sales do not occur
prior to maturity of the company's senior notes, the maturity will
need to be addressed with existing cash and additional borrowings
to bridge the timing of the sale. The cash remaining after paying
the senior note maturities will be used for future working capital
requirements and appropriate liability reductions. Liability
reductions would most likely be in the form of reduction of debt
and contractual liabilities, including tolling contracts and long-
term gas contracts.

                        Collateral

As of March 31, 2004, Aquila had posted collateral in the form of
cash or cash-collateralized letters of credit for the following:

In millions                                    March 31, 2004
----------------------                         --------------
Trading positions                                     $193.2
Utility cash collateral requirements                    80.0
Tolling agreements                                      37.7
Insurance and other                                     27.3
----------------------                         --------------
Total Funds on Deposit                                $338.2
======================                         ==============

Collateral requirements for Aquila's remaining trading positions
will fluctuate based on movement in commodity prices and portfolio
position, and will ultimately be returned to the company as the
trading positions settle in the future. The company is also
required to post collateral to certain commodity and pipeline
transportation vendors. The amount fluctuates based on natural gas
prices and projected volumetric deliveries. The return of this
collateral depends on Aquila's achieving a stronger credit
profile.

                     Domestic Utilities

Domestic Utilities reported earnings before interest and taxes of
$63.4 million in the first quarter of 2004, compared to $75.0
million in the first quarter of 2003. The 2003 quarter included a
$2.2 million net gain on sale of assets. The remaining $9.4
million reduction in 2004 EBIT primarily reflects unfavorable
weather that decreased earnings of gas operations by $6.2 million;
fuel and purchased power costs that were $5.3 million higher in
Missouri electric operations; and other operating cost increases
of $4.9 million. The unfavorable impact of these items was
partially offset by $5.9 million of rate relief in Colorado
electric operations and Nebraska gas operations.

                  Missouri Rate Increases

In April 2004, the Missouri Public Service Commission approved
settlement of an electric rate case, granting Aquila an increase
of $37.5 million. The new electric rates became effective on April
22. This settlement included a two-year Interim Energy Charge
(IEC) that allows the company to recover variable generation and
purchased power costs up to a specified amount per MWH specific to
each of Aquila's two Missouri regulatory jurisdictions. If the
amounts collected under the IEC exceed the company's average cost
incurred for the two-year period, Aquila will refund the excess to
the customers with interest. This fuel and purchased power cost
recovery mechanism represents $18.5 million of the $37.5 million
rate increase.

The Missouri Commission also approved a gas rate increase totaling
$3.4 million in April 2004. The new rates became effective for
Aquila's Missouri Public Service territory on May 3, and will
become effective for its St. Joseph Light & Power territory on
July 1, 2004.

                  Merchant Services

Merchant Services reported a loss before interest and taxes of
$126.3 million for the 2004 first quarter, compared to a loss of
$107.9 million for the 2003 quarter. Gross loss for the first
quarter was $77.9 million in 2004 and $93.9 million in 2003.

The current year loss reflects an approximately $21.2 million non-
cash loss related to the discounting of Aquila's remaining trading
portfolio, primarily driven by long-term gas contracts; margin
losses of $14.1 million related to the delivery of gas under long-
term gas contracts; net fixed capacity payments of $10.7 million
that entitled Aquila to generate power at merchant power plants
owned by others but brought no revenue because of current
conditions in the generation market; approximately $9.9 million of
costs to exit natural gas hedge positions; mark-to-market losses
and unfavorable settlements of approximately $16.0 million; and
$35.9 million of net loss on sale of assets. Operating expense
decreased $5.4 million primarily due to reduced staffing needed to
manage remaining trading positions and merchant generating assets.

Depreciation and amortization expense decreased by $10.2 million
primarily due to the elimination of the amortization of premiums
associated with equity method investments in independent power
plants, resulting from the impairment of the investments in those
plants in September 2003. Equity in earnings of investments
decreased $17.3 million mainly due to mark-to-market earnings
recorded at the independent power plant level in the first quarter
of 2003 and the sale of these investments in March 2004.

                     Corporate and Other

Loss before interest and taxes for Corporate and Other was $.8
million in the first quarter of 2004 compared to a loss of $1.3
million in the 2003 quarter.

Operating expense decreased $18.0 million due to a $7.2 million
decrease in restructuring consulting fees and insurance and other
costs. The first quarter of 2003 also included $6.0 million of
provisions for claims and other regulatory reviews that were not
required in 2004. In addition, the restructuring of Everest
Connections decreased operating expenses by $1.9 million and the
sale of Aquila's international network investments decreased
operating expenses by $1.9 million.

In this year's first quarter, Aquila recorded a gain on sale of
assets of $3.8 million, primarily in connection with the sale of
its interest in Midlands Electricity in January 2004. Equity in
earnings decreased $5.1 million in 2004 compared to 2003 due to
the sale of the company's investments in Australia in May and July
2003. Other income (expense) decreased $17.7 million mainly due to
foreign currency gains of $14.6 million recognized in 2003,
resulting from favorable movements in the Australian and New
Zealand dollar against the U.S. dollar.

                     Income Tax Benefit

Aquila's income tax benefit for the first quarter of 2004
increased $12.8 million compared to a year earlier. The increase
in the income tax benefit from continuing operations was primarily
the result of higher operating losses from continuing operations
in 2004 compared to 2003.

                        About Aquila

Based in Kansas City, Missouri, Aquila operates electricity and
natural gas distribution networks serving customers in seven
states and in two Canadian provinces. The company also owns and
operates power generation assets. At March 31, 2004, Aquila had
total assets of $7.3 billion. Go to http://www.aquila.com/for  
more information.

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

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

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


AST SPORTS SCIENCE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: AST Sports Science, Inc.
        fka AST Nutritional Concepts & Research
        120 Capital Drive
        Golden, Colorado 80401

Bankruptcy Case No.: 04-19176

Type of Business: The Debtor offers Performance nutrition
                  products and services.
                  See http://www.ast-ss.com/

Chapter 11 Petition Date: April 30, 2004

Court: District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Lee M. Kutner, Esq.
                  Kutner Miller Kearns, P.C.
                  303 East 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: 303-832-2400

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
HP Management, LLC                         $500,000
120 Capital Drive
Golden, CO 80401

Weider Publications, Inc.                   $72,000

ICI Integrity Chemicals International       $56,236

Advanced Research Press, Inc.               $40,500

IronMan                                     $32,280

Federal Express                             $19,461

Mountain West Printing, Ltd.                $18,492

The Chemins Company, Inc.                   $16,082

Chubb Insurance Company of Europe, SA       $10,000

Music Media Energy                           $9,000

ABF Freight System, Inc.                     $8,274

TSI, Inc.                                    $7,688

American International Recovery, Inc.        $5,000

Goodwin & Goodwin, LLP                       $4,795

Absolute Sales & Manufacturing               $4,794

Kent H. Landsberg Co.                        $4,233

Cheio Publishing, Inc.                       $2,200

Campbell, Campbell, Edwards & Conroy         $1,998

Harris Beach, LLP                            $1,800

Roadway Express, Inc.                        $1,746


BRIDGE HOUSE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Bridge House Investors, Inc.
        aka Fire Falls Restaurant
        731 Syracuse Drive
        Vacaville, California 95687

Bankruptcy Case No.: 04-24581

Chapter 11 Petition Date: May 4, 2004

Court: Eastern District Of California (Sacramento)

Judge: Jane Dickson McKeag

Debtor's Counsel: Drew Henwood, Esq.
                  211 Sutter Street #603
                  San Francisco, CA 94108
                  Tel: 415-362-7412

Estimated Assets: Unstated

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
I Dine                                      $78,822

Mike Uhl                                    $55,525

Sa Ro Leasing Inc.                          $41,637

Sysco-Sacramento                            $40,623

City of Vacaville                           $38,250

Creative Design Interiors                   $28,209

State Board of Equailization                $17,530

Fire Masters Dept. 1019                     $15,104

Pacific Seafood Sacramento Division          $5,820

Southern Wine & Spirits                      $5,747

Schlinder Elevator                           $5,500

Produce Express                              $5,145

Comcast                                      $5,122

Wine County Wholesale Meats                  $3,164

PG&E                                         $2,393

Young's Market Company                       $1,796

Preferred Meats                              $1,639

Shaw & Associates                            $1,550

Brew It Up                                   $1,522

Auto-Choir                                   $1,300


BROADBAND WIRELESS: Chapter 11 Bankruptcy Case Now Closed
---------------------------------------------------------
Broadband Wireless International Corporation (OTC Bulletin Board:
BBAN) announced that the corporation has emerged completely from
its bankruptcy (it had been operating under a confirmed plan since
July 30, 2002) and is now free to consider proposals from
potential financiers as well as substantial business
opportunities. The corporation has been under Chapter 11 in the
United States Bankruptcy Court Western District of Oklahoma since
December of 2001.

The corporation also cancelled its transaction with Enhancement
Holdings, LLC, Stanley Holdings Business Trust and its officers
and directors and has hired Charles McCrea of McCrea, Martin,
Allison to dissolve the relationship and seek restitution for the
corporation. The Board will inform the shareholders as to what was
actually achieved while under contract with Enhancement Holdings,
LLC and Stanley Holdings Business Trust.

Kline, Kline, Elliott, Castleberry & Bryant, P.C., under the
direction of Timothy Kline, recently submitted its application for
final decree to the clerk of the Honorable Richard L. Bohanon. The
United States Trustee executed the application of final decree and
recommended closure of BBAN from the courts. The corporation
announced that the Honorable Richard L. Bohanon executed the
application on May 4, 2004 and has formally closed the case of
Broadband Wireless International.

"We were pleased to announce the out-of-court settlement in the
adversarial proceeding brought against William Miertschin on April
27, 2004. Mr. Miertschins' claim had been a hindrance in our
efforts to capitalize the corporation and move forward with a
business model," stated Dr. Ron Tripp, President.

The merger between Entertainment Direct.TV, Inc and Broadband
Wireless International Corporation is complete. The Board of
Directors of BBAN have been actively pursuing opportunities for
the company and will be informing the shareholders of what has
been accomplished during the anticipation of this closure and what
is planned in the near future for Broadband Wireless
International.

       About Broadband Wireless International Corporation

Broadband Wireless International Corporation is a diversified
holding company and is moving into a wide variety of investments
that are intended to generate positive cash flow for the
corporation and dividends for the shareholders. The company
currently holds interests in the entertainment industry.


CONSOLIDATED CONTAINER: S&P Junks Proposed $170M Sr. Secured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B-'
rating and a recovery rating of '2' to Consolidated Container Co.
LLC's proposed $245 million senior secured credit facilities due
2008, subject to preliminary terms and conditions. The 'B-' rating
is the same as the corporate credit rating; this and the '2'
recovery rating indicate an expectation of substantial
(80%-100%) recovery of principal in the event of a default.

Standard & Poor's also assigned its 'CCC' rating and a '5'
recovery rating to the proposed $170 million senior secured second
lien notes due 2009, which are to be issued under Rule 144A with
registration rights by Consolidated Container Co. LLC and its
wholly owned subsidiary, Consolidated Container Capital Inc. The
'CCC' rating is two notches below the corporate credit rating;
this and the '5' recovery rating indicate that creditors would
recover a negligible (0%-25%) amount of principal (including
accreted interest) in the event of a default. Under the indenture
governing the senior secured notes, the company has the option
not to pay cash interest on the notes for the first three years,
after which cash interest is payable.

The refinancing plan also includes $45 million in convertible
payment-in-kind preferred stock to be invested by existing
shareholders (including Vestar Capital Partners and Dean Foods).
Proceeds would be used to repay the existing credit facilities and
for fees and expenses. Following completion of the proposed
transaction, ratings on the existing credit facilities would be
withdrawn.

"At the same time, Standard & Poor's revised its outlook on
Consolidated Container to positive from stable, as the successful
completion of the proposed debt refinancing would substantially
reduce refinancing risk, improve liquidity, and loosen financial
covenants," said Standard & Poor's credit analyst Liley Mehta.

Standard & Poor's also affirmed its 'B-' corporate credit rating
on the Atlanta, Georgia-based company. Total debt outstanding was
about $600 million at Dec 31, 2003.

The ratings on Consolidated Container and its wholly owned
subsidiary, Consolidated Container Capital Inc., reflect the
company's very aggressive financial leverage, which overshadows
its fair business position in the relatively stable beverage and
consumer product packaging markets. With annual revenues of about
$740 million, Consolidated Container is a domestic producer of
rigid plastic containers for dairy products, water,  juice and
other beverages, food, household and agricultural chemicals, and
motor oil. About 59% of the company's revenues are derived from
dairy, water, and juice packaging, which is relatively commodity-
type and has mature demand patterns.


CREDIT SUISSE: Fitch Affirms Low Ratings on 5 Ser. 1997-C1 Classes
------------------------------------------------------------------
Credit Suisse First Boston (CSFB) Mortgage Securities
Corporation's mortgage pass-through certificates, series 1997-C1
are upgraded by Fitch Ratings as follows:

          --$67.8 million class C to 'AA+' from 'AA';
          --$61 million class D to 'A-' from 'BBB+'.

In addition, the following certificates are affirmed by Fitch:

          --$555.3 million class A-1C 'AAA';
          --$47.4 million class A-2 'AAA';
          --Interest-only class A-X 'AAA';
          --$94.9 million class B 'AAA';
          --$64.4 million class F 'BB';
          --$13.6 million class G 'BB-';
          --$27.1 million class H 'B-';
          --$17 million class I 'CCC';
          --$13.6 million class J 'C'.

The $33.9 million class E and $1.8 million class K are not rated
by Fitch. Class A-1B paid off in April 2004 and the rating is
being withdrawn.

The upgrades are primarily the result of increased subordination
levels due to loan payoffs and amortization. As of the April 2004
distribution date, the pool's aggregate certificate balance has
decreased by 27% since issuance, to $995.8 million from $1.36
billion. Of the original 161 loans in the pool, 125 loans remain
outstanding. To date, the transaction has realized losses in the
amount of $12.6 million. Classes J and K are currently
experiencing interest shortfalls. Cumulative interest shortfalls
due now total $2.5 million.

Currently eight loans (11.9%) are in special servicing and include
two 90+ days delinquent loans and one loan in foreclosure. The
largest specially serviced loan (4.1%) is current and secured by
five retail properties, located throughout Louisiana. Originally
the loan was secured by sixteen properties, consisting of fifteen
retail properties and one distribution center. The loan was
transferred to special servicing in March 1999 following the
operator's filing for bankruptcy. The eleven dark properties have
since been liquidated, with the proceeds being used to pay down
the balance of the loan by approximately $18 million since
issuance.

Fitch remains concerned with the loan (1.8%) secured by an 8,400
space parking facility in Romulus, MI, which serves the Detroit
Metropolitan Airport. Given the economic downturn and the
property's inferior location relative to other parking facilities
in the area, a significant loss is expected at the time of
liquidation.


CREDIT SUISSE: Fitch Rates 1998-C2 Classes F,G & I at Low-B Levels
------------------------------------------------------------------
Fitch upgrades Credit Suisse First Boston (CSFB) Mortgage
Securities Corp.'s commercial mortgage pass-through certificates,
series 1998-C2, as follows:

     --$105.6 million class B certificates to 'AAA' from 'AA';
     --$105.6 million class C certificated to 'AA+' from 'A';
     --$105.5 million class D certificated to 'A' from 'BBB';
     --$28.8 million class E certificated to 'BBB+' from 'BBB-'.

Fitch affirms the following classes:

     --$267.5 million class A-1 'AAA';
     --$979.4 million class A-2 'AAA';
     --Interest only class AX 'AAA';
     --$105.6 million class F 'BB';
     --$19.2 million class G 'BB-';
     --$19.2 million class I 'B-'.

Classes H and J are not rated by Fitch.

The upgrades reflect improved credit enhancement levels resulting
from loan payoffs and amortization. As of April 2004 distribution
date, the pool's aggregate principal balance has been reduced by
9.85% to $1.72 billion from $1.92 billion at issuance. Interest
shortfalls are currently affecting class J.

There are currently seven loans in special servicing representing
4.24% of the pool balance. The largest loan in special servicing
(2.30%) was originally secured by ten multifamily properties
across Nevada, Texas and Florida. One of the properties, located
in Dallas, TX, was sold in lieu of condemnation and the proceeds
from the sale have been applied to reduce the loan balance. The
borrower has requested the re-calculation of the principal and
interest payment based on the new balance of the loan and nine
properties remaining. The loan remains current.

The second largest loan in special servicing (0.51%) is secured by
a 260-room full-service hotel located in Farmington Hills, MI. The
loan transferred to the special servicer due to a monetary
default. The property was affected by the decline in local
economic conditions combined with an increase in competition. The
property is currently in foreclosure and some losses are expected
upon liquidation.


CROWN CASTLE: Working Capital Deficit Tops $42MM at March 31, 2004
------------------------------------------------------------------
Crown Castle International Corp. (NYSE: CCI) reported results for
the first quarter ended March 31, 2004.

Site rental and broadcast transmission revenue for the first
quarter of 2004 increased 18.6% percent to $219.4 million, up
$34.4 million from $185.0 million for the same period in the prior
year. Operating income improved to $26.7 million in the first
quarter of 2004 from $11.8 million in the first quarter of 2003,
an increase of $14.8 million.

Net loss was $65 million for the first quarter of 2004, inclusive
of $24.4 million in losses from the retirement of debt securities,
compared to a net loss of $69 million for the same period in 2003.
Net loss after deduction of dividends on preferred stock was $74.7
million in the first quarter of 2004, inclusive of $24.4 million
in losses from the retirement of debt securities, compared to a
loss of $83.4 million for the same period last year, inclusive of
$3.3 million in gains from the retirement of preferred securities.
First quarter net loss per share was $(0.34) compared to a loss
per share of $(0.38) in last year's first quarter.

Net cash from operating activities for the first quarter of 2004
improved $21 million to $26.9 million from $5.9 million for the
same period last year. Free cash flow, defined as net cash from
operating activities less capital expenditures, for the first
quarter of 2004 improved $54.4 million, to a source of cash of
$7.5 million from a use of cash of $46.9 million in the first
quarter of 2003.

At March 31, 2004, Crown Castle International Corp.'s balance
sheet shows a working capital deficit of $41,770,000

                  Operating Results

US site rental revenue for the first quarter of 2004 increased
$12.8 million, or 11.9%, to $120.7 million, from $107.8 million
for the same period in 2003, and UK site rental and broadcast
transmission revenue for the first quarter of 2004 increased $19.3
million, or 27.1%, to $90.4 million, from $71.1 million for the
same period in 2003. These revenue results approximate same tower
sales as over 99% of Crown Castle's sites were in operation for
the 12 months preceding March 31, 2004.

"During the first quarter, our core business continued to produce
strong growth," stated John P. Kelly, President and Chief
Executive Officer of Crown Castle. "Thus far during 2004, we have
experienced a 25% increase in US leasing compared to last year's
volume and we are encouraged by the leasing activity in the UK and
Australia."

On a consolidated basis, site rental and broadcast transmission
gross margin, defined as site rental and broadcast transmission
revenue less site rental and broadcast transmission cost of
operations, increased 22.2% to $136.4 million, up $24.8 million in
the first quarter of 2004 from the same period in 2003. During the
past 12 months, Crown Castle's operating results have benefited
predominantly from organic growth and, in part, from the weakening
US dollar relative to the currencies of its UK and Australian
subsidiaries.

For the first quarter of 2004, US capital expenditures were $6.3
million and UK capital expenditures were $12.7 million. During the
first quarter of 2004, Crown Castle developed 26 sites in the UK
under our agreement with British Telecom.

"During the last four quarters, we have added approximately $100
million of annualized recurring tower gross margin," stated W.
Benjamin Moreland, Chief Financial Officer of Crown Castle. "Most
of this growth has occurred through the addition of revenue on our
existing sites and managing our costs. We remain focused on
producing meaningful growth in free cash flow per share through
the combination of continued strong operational growth and balance
sheet enhancements."

During the first quarter of 2004, Crown Castle repaid $15 million
of its Crown Atlantic credit facility, bringing the remaining
balance to $180.0 million. Crown Castle had approximately $574
million of total liquidity, comprised of approximately $171.5
million of cash and cash equivalents and total availability under
its OpCo and Crown Atlantic credit facilities of approximately
$402.5 million.

Also, during the first quarter of 2004, Crown Castle purchased
$245.1 million of the face value of its 9% Senior Notes and 9 1/2%
Senior Notes , $135.6 million and $109.5 million, respectively, at
a combined loss of $24.1 million. These purchases were related to
the closing of previously announced tender offers for the Senior
Notes in December 2003. Crown Castle also purchased $1.5 million
of its 10 3/8% Senior Discount Notes and $1.0 million of its 11
1/4% Senior Discount Notes at a combined loss of $0.2 million.

Crown Castle International Corp. (S&P, B- Corporate Credit Rating,
Stable Outlook) engineers, deploys, owns and operates
technologically advanced shared wireless infrastructure, including
extensive networks of towers and rooftop sites as well as analog
and digital audio and television broadcast transmission systems.
Crown Castle offers near-universal broadcast coverage in the
United Kingdom and significant wireless communications coverage in
the United States, United Kingdom and Australia. The company owns,
operates and manages over 15,500 wireless communication sites
internationally. For more information on Crown Castle visit:

                 http://www.crowncastle.com/


DANKA: Agrees to Outsource IT Infrastructure to IBM to Cut Costs
----------------------------------------------------------------
Danka Business Systems PLC (Nasdaq:DANKY) announced an agreement
to outsource its U.S.-based IT infrastructure to IBM Global
Services. IBM will host business applications for Danka's Americas
Group and corporate operations, providing protection against
service interruptions and hardware obsolescence and charging Danka
on a pay-as-you-go basis only for the system and storage capacity
actually used. The seven-year outsourcing agreement is expected to
be fully implemented before the end of the calendar year.

"This outsourcing solution represents an important step forward in
beginning to realize the cost savings and customer benefits of our
Vision 21 initiative," said Danka Chief Information Officer
Michael Wedge. "Outsourcing the infrastructure requirements to IBM
will generate annual savings of up to 20% compared to our current
costs for completing these same tasks in-house. It will eliminate
the need to make upgrades to the IT infrastructure, enhance our
disaster recovery efforts, and help shield us from the risk of
hardware obsolescence. Equally important, it will enable us to
redeploy existing IT resources to the significant task of
optimizing and leveraging our new Oracle business systems to
reduce costs, increase employee productivity, and further improve
customer satisfaction."

Danka's U.S. IT data center is the last remaining operation at the
company's old corporate campus in St. Petersburg, Florida, and the
company was faced with moving the facility to its new U.S.
headquarters location. The outsourcing agreement will enable Danka
to avoid those relocation costs and distractions, sidestep the
need to make future infrastructure investments, and free-up
existing resources to maximize the performance of applications
associated with the company's upgraded business systems.

"Since the conversion of our U.S. and corporate business systems
to the Oracle 11i e-Business Suite, we have been exploring
opportunities to maximize the savings associated with that
investment," noted Danka Chief Financial Officer Mark Wolfinger.
"The benefits of outsourcing our IT infrastructure are compelling.
Although this process will result in a slight delay in
implementing certain IT-related expense reductions that are part
of the company's cost restructuring plan, we remain optimistic
that we can achieve our previously announced goal of more than $50
million in annualized cost savings by the middle of our 2005
fiscal year." Danka plans to take a $900,000 restructuring charge
related to the outsourcing agreement in the fourth quarter of
fiscal 2004 for the write-down of hardware in its U.S. data
center.

Danka selected IBM as its outsourcing partner because of IBM's
expertise and flexible on-demand outsourcing solution, as well as
Danka's pre-existing relationship in providing TechSourceT multi-
vendor services to IBM Global Services customers. Going forward,
Danka's U.S. IT priorities will focus on further improving order
and billing processes, expanding Internet-based customer
initiatives, and delivering enhanced productivity tools to the
sales force and other employee groups.

"Our expanded IBM relationship represents a significant
opportunity to advance our Vision 21 reengineering initiative, and
we're exploring ways to further increase IBM's involvement in our
business both domestically and internationally," concluded Danka
Chief Executive Officer Todd Mavis. "It's taken a lot of hard work
to get to this point, but we've made good progress that will yield
important customer benefits and efficiencies. We also continue to
work diligently on implementing our previously announced cost
reduction plan as well as identifying additional reductions to
help us achieve our SG&A goal of 30% of revenues."

                        About Danka

Danka (S&P, B+ Corporate Credit and Senior Unsecured Ratings,
Negative) delivers value to clients worldwide by using its expert
technical and professional services to implement effective
document information solutions. As one of the largest independent
providers of enterprise imaging systems and services, the company
enables choice, convenience, and continuity. Danka's vision is to
empower customers to benefit fully from the convergence of image
and document technologies in a connected environment. This
approach will strengthen the company's client relationships and
expand its strategic value. For more information, visit Danka at
http://www.danka.com/


DAN RIVER: Bankruptcy Management Serves as Official Claims Agent
----------------------------------------------------------------
Dan River Inc., and its debtor-affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the Northern District
of Georgia, Newnan Division, to employ Bankruptcy Management Corp.
as claims, noticing, and balloting agent in their chapter 11
proceedings.

Bankruptcy Management is expected to:

   (a) prepare and serve required notices in these Chapter 11
       cases, including:

         (i) a notice of the commencement of these Chapter 11
             cases and the initial meeting of creditors under
             Section 341(a) of the Bankruptcy Code;

        (ii) a notice of the claims bar date;

       (iii) notices of objections to claims;

        (iv) notices of any hearings on a disclosure statement
             and confirmation of a plan or plans of
             reorganization; and

         (v) such other miscellaneous notices as the Debtors or
             the Court may deem necessary or appropriate for an
             orderly administration of these Chapter 11 cases.

   (b) Within five business days after the service of a
       particular notice, file with the Clerk's office a
       certificate or affidavit of service that includes:

         (i) a copy of the notice served,

        (ii) an alphabetical list of persons on whom the notice
             was served, along with their address, and

       (iii) the date and manner of service;

   (c) maintain copies of all proofs of claim and proofs of
       interest filed in these cases;

   (d) maintain official claims registers in this case by
       docketing all proofs of claim and proofs of interest in a
       claims database that includes the following information
       for each such claim or interest asserted:

         (i) the name and address of the claimant or interest
             holder and any agent thereof, if the proof of claim
             or proof of interest was filed by an agent;

        (ii) the date the proof of claim or proof of interest
             was received by BMC and/or the Court;

       (iii) the claim number assigned to the proof of claim or
             proof of interest; and

        (iv) the asserted amount and classification of the
             claim.

   (e) implement necessary security measures to ensure the
       completeness and integrity of the claims registers;

   (f) transmit to the Clerk's Office a copy of the claims
       registers on a weekly basis, unless requested by the
       Clerk's Office on a more or less frequent basis;

   (g) maintain a current mailing list for all entities that
       have filed proofs of claim or proofs of interest and make
       such list available upon request to the Clerk's Office or
       any party in interest;

   (h) provide access to the public for examination of the
       proofs of claim or proofs of interest filed in this case
       without charge during regular business hours;

   (i) record all transfers of claims pursuant to Federal Rule
       of Bankruptcy Procedure 3001(e) and provide notice of
       such transfers as required by Rule 3001(e), if directed
       to do so by the Court;

   (j) comply with applicable federal, state, municipal and
       local statutes, ordinances, rules, regulations, orders
       and other requirements;

   (k) provide temporary employees to process claims, as
       necessary;

   (l) promptly comply with such further conditions and
       requirements as the Clerk's Office or the Court may at
       any time prescribe;

   (m) provide such other claims processing, noticing,
       balloting, and related administrative services as may be
       requested from time to time by the Debtors; and

   (n) assist, if needed, in the preparation of the Debtors'
       schedules.

Bankruptcy Management's fee schedule for consulting services is:

      Staff Designation         Billing Rate
      -----------------         ------------
      Principal                 $275 per hour
      Managers                  $200 to $250 per hour
      Consultants               $110 to $195 per hour
      Case Support              $85 to $110 per hour
      Administrative Support    $45 per hour

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


DELPHAX TECHNOLOGIES: Reports Profitable Second Quarter Results
---------------------------------------------------------------
Delphax Technologies Inc. (Nasdaq: DLPX) reported sales of $14.7
million for its second fiscal quarter ended March 31, 2004, an
increase of 3.1 percent from $14.2 million for the same period a
year earlier. Equipment sales increased 13.2 percent to $2.4
million, and revenues from maintenance, spares and supplies
reached a record $12.3 million. Operating income improved sharply
to $646,000 from $361,000 in the second quarter of fiscal 2003,
reflecting a combination of higher sales and gross margin.

Second-quarter net income was $380,000, or $0.06 per share,
compared with a loss of $9,000 a year earlier. This year's net
income was reduced by an income tax expense of $76,000 primarily
on profitable European operations.

"We are beginning to see some bottom-line evidence of our progress
in implementing Delphax's expanded business model, even though the
market for most large-scale printing equipment remains soft," said
Jay Herman, chairman and chief executive officer. "The sale of
three of our new high-speed CR Series presses in the second
quarter led our first increase in overall equipment sales in the
last three quarters, a hopeful sign of improving econometrics. We
also had marginal growth in our very solid base of service and
supply revenue, which has been in a tight quarterly range of $12.1
million to $12.3 million quarterly across the last seven
quarters."

Two of the roll-fed CR Series presses were sold in the United
States and one in Europe, raising the total in operation to 13.

For the six months ended March 31, 2004, sales were $28.9 million,
compared with $29.7 million in the same period of fiscal 2003. The
increase in service-related revenues did not offset the overall
decline in equipment sales, which reflected last year's successful
first quarter objective of lowering inventory levels of older,
legacy equipment. The company recorded net income of $740,000, or
$0.12 per share, in the first six months of 2004, compared with a
loss of $1.1 million, or $0.19 per share, in the first half of
fiscal 2003. Last year's six-month results included first-quarter
restructuring costs of $1.2 million. This year's net income was
reduced by income tax expense of $151,000 primarily on profitable
European operations.

Research and development expenditures were up 6.3 percent for the
first six months of fiscal 2004. The increase was primarily due to
preparation for the introduction of our CR2000 digital web press.
The CR2000 has an industry- leading continuous running speed of
450 feet per minute, which is 50 percent faster than our CR1300
system that is currently the world's fastest roll-fed digital
press. The CR2000 also offers a significant advance in print
quality. It will be presented to the printing industry for the
first time at the Drupa 2004 trade show in Dusseldorf, Germany,
May 6-19.

                   About Delphax Technologies Inc.

Delphax Technologies Inc. is a global leader in the design,
manufacture and delivery of advanced digital print production
systems based on its patented electron-beam imaging (EBI)
technology. Delphax digital presses deliver industry-leading
throughput for both roll-fed and cut-sheet printing environments.
These flagship products are extremely versatile, providing
unparalleled capabilities in handling a wide range of substrates
from ultra lightweight paper to heavy stock. Delphax provides
digital printing solutions to publishers, direct mailers and other
printers that require systems capable of supporting a wide range
of commercial printing applications. The company also licenses and
manufactures EBI technology for OEM partners that create
differentiated product solutions for additional markets. There are
currently over 4,000 installations using Delphax EBI technology in
more than 60 countries worldwide. Headquartered in Minneapolis,
with subsidiary offices in Canada, the United Kingdom and France,
the company's common stock is publicly traded on the National
Market tier of the Nasdaq Stock Market under the symbol: DLPX.
Additional information is available on the company's website at
http://www.delphax.com/

                           *    *    *

On November 14, 2003, the Company's independent auditors, Ernst &
Young LLP, issued, from its Minneapolis, Minnesota office, its
Auditors Report on the Company's financial condition.  The last
paragraph of the Report states:  

"The accompanying financial statements have been prepared assuming
that Delphax Technologies Inc. will continue as a going concern.
The Company has incurred operating losses in four of the last five
fiscal years. In addition, as more fully described in Note K, the
Company was not in compliance with certain financial covenants of
its credit agreement. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are described in
Note K. The financial statements do not include any adjustments to
reflectthe possible future effects on the recoverability and
classification of assets or the amounts and classification of
liabilities that may result from the outcome of this uncertainty."


DII IND: KBR Provides Eng'g Design Services for Shell GTL Project
----------------------------------------------------------------
KBR is providing engineering services for the onshore design of a
$5 billion 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.  KBR
is the engineering, construction and services subsidiary of
Halliburton (NYSE:HAL).

The contract, which will require nearly 500,000 design workhours,
will further refine the design of the onshore GTL plant in
preparation for the implementation phase.  JGC will execute the
majority of the work at the MW Kellogg Ltd (MWKL) office in
Greenford, North West London.  MWKL is a joint venture company
between JGC and KBR.

"This world-scale project will provide an alternative way to
utilize Qatar's enormous gas resources in an economically robust
and environmentally constructive way," said Randy Harl, president
and chief executive officer of KBR.  "We are pleased to be
supporting JGC, our joint venture partner, in this strategically
important project."

The project includes the development of a block within Qatar's
vast offshore North Field gas field, producing 1.6 billion cubic
feet-per-day of gas.  In February 2004, Shell announced that it
had started appraisal drilling in this block.

Shell plans to invest around $5 billion to develop the offshore
gas field and an onshore GTL plant that will produce 140,000
barrels per day (bpd) of GTL products (primarily naphtha and
transport fuels, with a smaller quantity of normal paraffins
and lubricant base oils) as well as significant quantities of
associated condensate and liquefied petroleum gas.  The project
will be developed in two phases with the first phase operational
in 2009, producing around 70,000 bpd of GTL products.  The second
phase will be completed less than two years later.

Visit http://www.shell.com/qatarfor further background on the  
Qatar Shell Gas to Liquids Project.  

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 LATIN: AP Services Asks for $2.5MM Performance Fee Payment
------------------------------------------------------------------
Sheldon S. Toll, Esq., in Southfield, Michigan, tells the Court
that AP Services, LLP, as crisis managers to DirecTV Latin
America, LLC, provided essential services that enabled DirecTV to
more efficiently manage its bankruptcy case.  AP Services worked
with DirecTV to achieve significant benefits for the bankruptcy
estate and parties-in-interest.  AP Services:

   (a) served as Chief Restructuring Officer of DirecTV;  
       reporting to the President of the Debtor;

   (b) provided a small team of interim staff who supported
       DirecTV's restructuring and reported to the Chief
       Restructuring Officer;

   (c) prepared a valuation of the Debtor and Reorganized Debtor
       that served as the basis of the Reorganization Plan and
       the distribution to creditors; and

   (d) led the Debtor's bankruptcy compliance efforts.

Accordingly, AP Services asks the Court to approve the payment of
a $2,500,000 performance fee.  AP Services also seeks the
finalization of all compensation earned and expenses incurred.

                        AP Services, LLC
       Summary of Expenses - DirecTV Latin America, LLC
           March 18, 2003 through February 27, 2004

         Expense Categories                    TOTAL
         ------------------                    -----
         Airfare                            $161,201
         Cab Fare/Ground Transportation       11,688
         Computer Supplies/Support               261
         Computerized Research                   218
         Fax Charges                              17
         Lodging                              93,202
         Long Distance Calls                   1,636
         Meals and Tips                       28,593
         Mileage                               1,360
         Other                                   377
         Overnight Mail Charges                  624
         Parking and Tolls                     5,257
         Postage                               3,219
         Rental Cars                          32,247
                                            --------
         Total Expenses                     $339,899

                        AP Services, LLC
     Summary of Professional Fees - DirecTV Latin America, LLC
           March 18, 2003 through February 27, 2004

         Professional             Total Compensation
         ------------             ------------------
         Michael A. Feder                 $1,203,498
         Clayton Gring                       290,970
         Chris Abbot                         646,325
         Sarah Beth Murphy                   856,224
         Gary Durham                         457,090
         Bobbie Phillips                       1,080
         Nancy Bittner                         1,058
         Kevin Larin                           4,575
         Hanyul Lee                            5,850
         Peter Lee                             7,200
         James Vint                            1,025
         Marc J. Brown                         9,344
         Mathew Kunst                          3,328
         Bryan Porter                         75,712
         Barry Folse                           3,476
         Meade Monger                            756
         Joy Marshall                          1,280
         Bruce DenUyl                         79,872
                                          ----------
         Total Compensation               $3,648,663

Mr. Toll states that DirecTV and certain parties-in-interest
agree that under the circumstances and through the efforts of AP
Services, the Chapter 11 case proceeded very expeditiously.  

"Since Plan confirmation was obtained in less than 11 months, the
spirit of the 11-month threshold pursuant to AP Services'
engagement letter was met.  Thus, AP Services should be entitled
to receive a $2,500,000 Performance Fee," Mr. Toll asserts.

If the Court does not accept the argument that the spirit of the
11-month threshold was met, AP Services asks the Court to approve
its request for payment of the Performance Fee in an amount
between $2,500,000 and $2,000,000. (DirecTV Latin America
Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


DLJ: Ser. 1999-CG3 Classes B-3 to C Get Fitch's Low-B/Junk Ratings
------------------------------------------------------------------
DLJ Commercial Mortgage Corp.'s mortgage pass-through
certificates, series 1999-CG3, are upgraded by Fitch Ratings as
follows:

               --$25 million class A-2 to 'AAA' from 'AA';
               --$49.5 million class A-3 to 'AA-' from 'A'.

The following classes are also affirmed by Fitch:

               --$99.8 million class A-1A 'AAA';
               --$509.1 million class A-1B 'AAA';
               --$17.7 million class A-1C 'AAA';
               --Interest-only class S 'AAA'
               --$13.5 million class A-4 'A';
               --$15.7 million class A-5 'A-';
               --$18 million class B-1 'BBB';
               --$15.7 million class B-2 'BBB-;
               --$27 million class B-3 'BB+';
               --$13.5 million class B-4 'BB';
               --$9 million class B-5 'BB-';
               --$11.2 million class B-6 'B+';
               --$9 million class B-7 'B';
               --$9 million class B-8 'B-';
               --$4.5 million class C 'CCC'.

Class D is not rated by Fitch Ratings.

The upgrades are due to an increase in credit enhancement to the
investment grade classes since issuance and levels which are in
line with the subordination levels of deals issued today having
similar characteristics. As of the April 2004 distribution date,
the pool's aggregate certificate balance has been reduced by
approximately 4.6%, to $857.7 million from $899.2 million at
issuance.

There are currently nine loans (4%) in special servicing and
losses are expected. The largest loan (0.9%) is a multifamily
property located in Dallas, TX and is currently 30 days
delinquent. The second largest loan (0.8%) is collateralized by a
multifamily property in Cary, NC and is current. The third largest
loan (0.8%) is collateralized by a multifamily property in
Memphis, TN and is 60 days delinquent. The special servicer is in
the process of filing for foreclosure.

Fitch reviewed the performance of the credit-assessed Westin
Hilton Head loan (3.9% of the pool) and its underlying collateral.
The loan is secured by a 412-room full-service hotel located in
Hilton Head, SC, and owned by Starwood Hotels. As of year end (YE)
2003 the servicer provided net cash flow (NCF) declined
approximately 34.6% since issuance and 1.9% since YE 2002. In July
2003, Fitch downgraded the investment grade credit assessment to
below investment grade, due to the softening of the hotel market
which had a direct impact on the hotel's performance. Fitch
maintains a below investment grade credit assessment, due to the
continued decline in the hotel's performance.


DLJ COMMERCIAL: Fitch Affirms BB/B- Ratings on Classes B-4 & B-7
----------------------------------------------------------------
DLJ Commercial Mortgage Corp.'s commercial mortgage pass-through
certificates, series 1998-CF1, are upgraded by Fitch Ratings as
follows:
          --$50.4 million class A-2 to 'AAA' from 'AA';
          --$50.3 million class A-3 to 'AA' from 'A';
          --$41.9 million class B-1 to 'A' from 'BBB';
          --$10 million class B-3 to 'BBB-' from 'BB+'.

In addition, the following classes are affirmed by Fitch:

          --$43.2 million class A-1A 'AAA';
          --$466.3 million class A-1B 'AAA';
          --Interest-only classes CP and S 'AAA';
          --$27.1 million class B-4 'BB';
          --$6.3 million class B-7 'B-'.

Fitch does not rate the $14.7 million class B-2, $15 million class
B-5, $15 million class B-6 and $14.4 million class C certificates.

The upgrades are due to an increase in credit enhancement since
issuance and levels which are in line with the subordination
levels of deals issued today having similar characteristics. As of
the April 2004 distribution date, the pool's aggregate certificate
balance has been reduced by 10% since issuance, to $754.7 million
from $838.8 million.

The largest loan in the pool is the Showboat loan (12.4%), which
is the only credit assessed loan in the transaction. The loan is
secured by the fee interest ground lease on a 10.4 acres parcel of
land located in Atlantic City, NJ. Improvements to the collateral
include a 516-room hotel with 65,700 sq. ft. of casino space and
nine restaurants. The ground lease payments provided for an
annualized YTD March 31, 2004 debt service coverage ratio (DSCR)
based on a refinanced constant and actual debt service of 1.17
times (x) compared to 1.14x at issuance. The increase is
attributed to the annual rent steps based on Consumer Price Index.
Fitch maintains an investment grade credit assessment on this
loan.

The pool has a 19.5% exposure to five hotel properties. The risk
of this property type concentration is mitigated by the credit
quality of the Showboat loan and the strong performance of the
second largest loan (4%) in the pool. The second largest loan is
secured by a full service hotel located in Washington, DC. The
property has shown improved performance since issuance.

Two loans are currently in special servicing (1.6%), the largest
loan is secured by a retail property (0.9%) in North Miami, FL and
is current. The second largest loan (0.9%), secured by a hotel
property in Cleveland, OH is 90 days delinquent and losses are
expected.


DYNEGY INC: Annual Shareholders' Meeting Slated for May 20
----------------------------------------------------------
Dynegy Inc. (NYSE:DYN) announced that it will web cast its annual
meeting of shareholders on Thursday, May 20, 2004, beginning at 10
a.m. CDT. At the meeting, Dynegy Inc. President and Chief
Executive Officer Bruce A. Williamson will discuss the company's
self-restructuring accomplishments, strategy and direction, as
well as take questions from shareholders attending the meeting in
person.

Shareholders and other interested parties may visit the "News &
Financials" section of Dynegy's web site at http://www.dynegy.com/
to access a simultaneous audio web cast of the meeting and
presentation slides. Access is being provided to ensure all
investors, customers, suppliers and other stakeholders have an
opportunity to listen into the meeting. However, access is in
listen-only mode and participation in the web cast is not
sufficient to have one's shares considered for quorum or voting
purposes at the meeting. The audio web cast of the meeting and
presentation slides will be available on Dynegy's web site from
the date of the meeting through August 20, 2004.

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


ECLIPSE PROPERTIES: Creditors will Meet on May 13
-------------------------------------------------
The Bankruptcy Administrator will convene a meeting of Eclipse
Properties, LLC's creditors at 10:00 a.m., on May 13, 2004 in the
USBA Meeting Room, Room 610, at Two Hanover Sq., 434 Fayetteville
Street Mall, Raleigh, North Carolina. 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 Raleigh, North Carolina, Eclipse Properties, LLC
filed for chapter 11 protection on April 14, 2004 (Bankr. E.D.
N.C. Case No. 04-01415).  William P. Janvier, Esq., at Everett
Gaskins Hancock & Stevens represent the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $10,750,000 in total assets and
$8,437,447 in total debts.


ENRON: Wants to Extend Exclusive Solicitation Period to July 31
---------------------------------------------------------------
"By far, the greatest accomplishment in the [Enron Corporation]
Debtors' Chapter 11 cases thus far is the development and filing
of the initial Chapter 11 plan and, thereafter, the Plan and
related Disclosure Statement," Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, in New York, remarks.

Having proposed and filed the Plan, received approval of the
adequacy of the Disclosure Statement and solicited acceptances of
the Plan, the Debtors have entered the final stages towards the
Plan confirmation.  However, Mr. Rosen relates that in light of
the rigorous discovery schedule in connection with the Plan
confirmation, including the scheduled deposition and expert
witness reports, the Court has adjourned the Confirmation Hearing
to June 3, 2004 and adjusted certain deadlines.

Accordingly, the Debtors ask the Court to extend their exclusive
period to solicit plan acceptances until July 31, 2004, pursuant
to Section 1121(d) of the Bankruptcy Code.

The Court will convene a hearing on May 6, 2004 to consider the
Debtors' request.  The Debtors' exclusive solicitation period is
extended until the conclusion of that hearing.

Mr. Rosen explains that the Debtors have worked very hard with
the major parties-in-interest to propose the Plan and are seeking
the extension to prosecute the Plan confirmation in an orderly
manner without the destabilizing effect that would be brought on
by competing plans interposed during the confirmation process.

Mr. Rosen assures the Court that extending the Solicitation
Period will not harm or prejudice the Debtors' creditors in any
cognizable way.  Rather, extending the Solicitation Period will
give the Debtors and all other parties-in-interest an opportunity
to focus their attention and efforts toward attaining a
consensual plan confirmation to the extent possible, while
minimizing the need for lengthy and expensive litigation over
competing plans.

Furthermore, Mr. Rosen points out that there are numerous
significant issues that remain outstanding, which must be
substantially resolved.  The Debtors need time to negotiate the
resolution of those issues without the distraction of litigation
concerning competing plans. (Enron Bankruptcy News, Issue No. 107;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ETHYL CORPORATION: Proposes to Adopt Holding Company Structure
--------------------------------------------------------------
As previously announced, the Board of Directors of Ethyl
Corporation (NYSE: EY) has unanimously voted to recommend to its
shareholders that the Company move to a holding company structure.
Shareholders have been notified through the Company's proxy
statement of the proposed change. If shareholders approve the
proposal at the Annual Meeting on May 27, 2004, the new holding
company will be named NewMarket Corporation. Upon completion of
the transaction anticipated to be on or before July 1, 2004, each
share of the current Ethyl common stock will automatically be
converted into one share of NewMarket common stock. The Company
expects that NewMarket common stock will be listed on the New York
Stock Exchange under this ticker symbol "NEU".

The Company will continue to operate its businesses along
functional lines. The Board of Directors also recently approved a
change to the name of its petroleum additive subsidiary, Ethyl
Petroleum Additives, Inc., to Afton Chemical Corporation. If the
holding company formation is approved, NewMarket will become the
parent company of two operating subsidiaries, Ethyl Corporation
and Afton Chemical Corporation. The planned logos for each of the
companies may be viewed by clicking on the following link:

      http://www.ethyl.com/about/planned_logos.htm

The new holding company structure will allow Afton and Ethyl
management to focus on the strategies, systems and opportunities
that offer the greatest potential for their respective product
lines and markets. Afton will focus on petroleum additive products
and Ethyl will concentrate on its existing tetraethyl lead
business and its manufacturing and distribution operations.

Due to the variance in computer monitors and color printers, this
reproduction may not be representative of actual artwork.

The adoption of the name of the Holding Company and its logo is
subject to shareholder approval of the holding company
transaction.

                     *   *   *

As reported in the Troubled Company Reporter's December 9, 2003
edition, Standard & Poor's Rating Services revised its outlook on
Ethyl Corp. to positive from stable as a result of the company's
continued debt reduction, favorable business prospects and an
improved financial profile. At the same time, Standard & Poor's
affirmed its 'B+/Positive/--' corporate credit rating and other
ratings on the company. Ethyl, based in Richmond, Virginia, is a
global manufacturer of fuel and lubricant additive products and
has about $222 million of debt outstanding.

The ratings reflect Ethyl Corp.'s below-average business profile
that reflects the highly competitive nature of the global
petroleum additives industry, exposure to volatile raw material
costs and the vagaries of economic cycles, offset by an improved
financial profile following the company's recent refinancing and
continued debt reduction efforts. Petroleum additives are
specialty chemicals that improve the performance of fuels,
automotive crankcase oils, transmission and hydraulic fluids,
and industrial engine oils.


FAIRPOINT COMMS: S&P Places B+ Corporate Rating on Watch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Charlotte, North Carolina-based incumbent rural
local exchange carrier (RLEC) FairPoint Communications Inc. on
CreditWatch with negative implications. Ratings on FairPoint's
bank loan, senior unsecured debt, and subordinated debt are
not placed on CreditWatch because they would be retired should the
company complete its proposed recapitalization.

The CreditWatch placement follows FairPoint's recent S-1 filing to
register income deposit securities (IDSs), which comprise class A
common stock and senior subordinated notes due in 2014. The
company is also expected to put in place a new senior secured
credit facility, issue class B common stock, and issue additional
senior subordinated notes that are separate from the IDSs.
Proceeds from all of the above are expected to refinance
essentially all existing bank, senior unsecured, and subordinated
debt, as well as redeem the series A preferred stock.

"Standard & Poor's believes that the IDS structure indicates a
more aggressive financial policy for FairPoint," said Standard &
Poor's credit analyst Michael Tsao. "On the one hand, the amount
of the consolidated company's debt outstanding is expected to be
notably less after the IDS offering, given the common equity
component of the refinancing. Still, on balance, FairPoint's
financial flexibility could be meaningfully reduced by the
anticipated high dividend payout rate."

Although the common dividend may be reduced or suspended at
FairPoint's discretion, there is potential pressure to maintain
the initially established level since the IDSs are being marketed
as providing a specific yield. As a result, the IDS structure
could limit the company's ability to weather unforeseen
regulatory, competitive, and acquisition-related challenges in the
longer term.

The CreditWatch listing will be resolved when FairPoint finalizes
the details of the IDSs and new bank credit facility. Factors that
Standard & Poor's will consider in the CreditWatch resolution
include leverage, free cash flow prospects after adjusting for the
dividend, and the terms of the new bank agreement.

FairPoint is the incumbent telecommunications service provider in
rural markets across 18 states. Services offered include local
voice, long distance, and digital subscriber line (DSL). At year-
end 2003, total access line equivalents (i.e., voice lines and
DSLs) were about 264,300. The markets served by FairPoint are
extremely rural, with an average of about 13 access lines per
square mile (versus more than 100 access lines for carriers
operating in metropolitan markets), and have median incomes that
are below the national average. This privately held company
aggressively built its business by acquiring about 30 independent
RLECs since 1991.


FEDERAL-MOGUL: 2nd Amended Plan Modifies Creditor Recoveries
------------------------------------------------------------
Federal-Mogul Corporation modified some of the creditors'
recoveries in the Second Amended Plan to include these recoveries:

   Class     Description     Recovery Under the Plan  
   -----     -----------     -----------------------  
   1D-5D     Noteholder      Estimated Percentage Recovery is
  21D        Claims          35% to 44%, prior to enforcement of
  22D                        the subordination provisions of the
  24D-34D                    Convertible Subordinated Debentures

   1F        Convertible     Impaired
             Subordinated    If holders of Claims in this Class
             Debenture       convert their Convertible
             Claims          Subordinated Debentures into
                             Federal-Mogul Corporation Common
                             Stock prior to the Record Date or
                             are deemed to have so converted
                             these securities pursuant to the
                             Plan, the Claims will receive the
                             treatment afforded to Class 10
                             Equity Interests under the Plan.

                             Estimated Recovery: 0%, due to the
                             subordination provisions of the
                             Convertible Subordinated Debentures.

             Unsecured       Impaired
             Claims
             Against:        Each holder of an Allowed Unsecured    
                             will receive a total cash payment  
   1H-5H     * U.S.          equal to 35% of the holder's Allowed
  21H-33H      Debtors       Unsecured Claim, to be paid:
  35H-39H                        
                             (a) on the Distribution Date for
  34H        * F-M U.K.          the initial payment; and
               Holding
               Limited       (b) on the first and second  
                                 anniversaries of the
                                 Distribution Date, for the
                                 second and third payments.

                             Estimated Recovery: 35%

   6H-20H   Unsecured        Impaired
  40H-157H  Claims Against   Each holder of an Allowed Unsecured  
            U.K. Debtors     Claim will receive a cash payment
            other than       on the Distribution Date in an
            F-M U.K.         amount equal to the greater of the
            Holding          Allowed amount of the holder's Claim
            Limited          multiplied by:

                             (a) T&N Distribution Ratio 1, if due
                                 Marketing Procedures are not
                                 performed with Unsecured Claims
                                 respect to the U.K. Debtor in
                                 question, or T&N Distribution
                                 Ratio 2, if due against the U.K.
                                 Marketing Procedures are
                                 performed with respect to the
                                 U.K. Debtor in question;

                             (b) the Company Specific
                                 Distribution Ratio for the U.K.
                                 Debtor in question; or

                             (c) the Small Company Specific
                                 Distribution Ratio for the U.K.
                                 Debtor in question, if
                                 applicable.

   1M       F-M Corp         If the Classes of Noteholders
            Preferred        Claims, Asbestos Personal Injury
            Stock            Claims and Federal-Mogul
                             Corporation preferred stock
                             interests all accept the Plan, then
                             each holder of Federal-Mogul
                             Corporation preferred stock will
                             receive Warrants in exchange for and
                             in full satisfaction of its
                             preferred stock interest.  

                             If the Class of Federal-Mogul
                             Corporation preferred stock
                             interests rejects the Plan, then no
                             distributions will be made on
                             account of those preferred stock
                             interests.

   1O       Federal-Mogul    Impaired
            Corp Common      If the Classes of Noteholders
            Stock            Claims, Asbestos Personal Injury  
                             and Federal-Mogul Corporation
                             common stock interests accept the
                             Plan, then each holder of Federal-
                             Mogul Corporation common stock will
                             receive Warrants in exchange for and
                             in full satisfaction of its common
                             stock interest.  If the Class of
                             Federal-Mogul Corporation common
                             stock interests rejects the Plan,
                             then no distribution will be made on
                             account of those common stock
                             interests.

           Class I - Non-Priority Employee Pension Plan
             Benefit Claims Against the U.K. Debtors

The Debtors' Second Amended Plan modifies Class I as it pertains
to the U.K. Debtors and reclassifies it into two classifications:

   * Non-Priority Pension Plan Employee Benefit Claims Against
     T&N Limited and Participating Employers in the T&N Limited
     Pension Plan; and

   * Non-Priority Pension Plan Employee Benefit Claims against
     Federal-Mogul Ignition (UK) Limited.

A. Non-Priority Pension Plan Employee Benefit Claims Against T&N
   Limited and Participating Employers in the T&N Limited Pension
   Plan

   This Classification consists of Classes 6I, 8I through 19I,
   41I, 43I, 55I, 59I, 60I, 109I, 131I, 135I, 149I, and 152I.

   Recovery under the Plan:

   If the T&N Pension Plan Trustees vote to accept the Plans, the
   Schemes of all U.K. Debtors, and if the Marketing Procedures
   are not performed with respect to T&N Limited, then in full
   satisfaction of all Claims in these Classes:

   (a) The T&N Pension Plan will continue, as modified.  Current
       active employees who are part of the T&N Pension Plan will
       be offered a choice with respect to pension benefits
       relating to services performed after the Effective Date;

   (b) The T&N Pension Plan contribution rate from the Effective
       Date to April 30, 2012 will be limited to the annual
       maintenance cost with respect to services rendered after
       the Effective Date by current active employees of T&N
       Limited and any other U.K. Debtors with obligations under
       or relating to the T&N Pension Plan that choose to remain
       in the T&N Pension Plan.  The amount should be lower than
       the current annual funding which is applicable through
       spring 2005 pending upcoming valuation.  No annual
       contributions will be made to the T&N Pension Plan to
       amortize the underfunding that relates to prior service by
       retired employees and by current and active employees;

   (c) To moderate the impact of post-Effective Date redundancies
       on the T&N Pension Plan, in the event of any redundancy
       actions involving the elimination of more than 20 jobs,
       T&N will pay an amount equal to the additional liability
       crystallized by the redundancy action, over a period of
       not more than two years after any redundancy action;

   (d) Reorganized T&N will have the right to elect to terminate
       the T&N Pension Plan on and after April 30, 2012.  If
       Reorganized T&N elects to so terminate the T&N Pension
       Plan, then the T&N Pension Plan Trustees will receive a
       Cash payment equal to the Allowed Amount of the Non-
       Priority T&N Pension Plan Employee Benefit Claims against
       all U.K. Debtors calculated as of the Petition Date
       multiplied by T&N Distribution Ratio 1 plus interest at
       market rate from the Effective Date through the date the
       T&N Pension Plan is terminated.  The treatment will be in
       full and complete satisfaction of all Non-Priority T&N
       Pension Plan Employee Benefit Claims against all U.K.
       Debtors having obligations under or relating to the T&N
       Pension Plan;

   (e) The contingent obligation of Reorganized T&N to pay the
       dividend will be embodied in either, at the option of
       the Plan Proponents, a contingent promissory note from
       Reorganized T&N or an amendment to the Trust Deed of the
       T&N Pension Plan.  The note will be delivered to the T&N
       Pension Plan Trustees or, if applicable, the amendment to
       the Trust Deed will take effect, on the Effective Date;
       and

   (f) The T&N Pension Plan Trustees will continue the current
       investment strategy in consultation with Reorganized T&N
       and will not change the investment strategy without
       approval from Reorganized T&N.

   If the T&N Pension Plan Trustees do not vote in favor of any
   of the Plans, Schemes and if the Marketing Procedures are
   performed with respect to T&N, all obligations with respect to
   the T&N Pension Plan will be compromised.  All Claims under or
   relating to the T&N Pension Plan will be discharged and
   included in Class H of the U.K. Debtors in full satisfaction
   and discharge of the obligations.

B. Non-Priority Pension Plan Employee Benefit Claims against
   Federal-Mogul Ignition (UK) Limited

   This Classification consists of Class 7I.

   If the FM Ignition Pension Plan Trustees accept the Plan,
   Scheme of Arrangement and Voluntary Arrangement for FM   
   Ignition, and if the Marketing Procedures are not performed
   with respect to FM Ignition, then with respect to Claims in
   this Class, the FM Ignition Pension Plan Trustees may elect
   either of the "Let It Run" treatment or the "Alternate Payout"   
   treatments.  

   Under the Let It Run Treatment:

   (a) The FM Ignition Pension Plan will continue, as modified.
       Current active employees who are part of the FM Ignition
       Pension Plan will be offered a choice with respect to
       pension benefits relating to services performed after the
       Effective Date;

   (b) The FM Ignition Pension Plan contribution rate from the
       Effective Date to April 30, 2012 will be limited to the
       annual maintenance cost with respect to services rendered
       after the Effective Date by current active employee
       participants in the FM Ignition Pension Plan that choose
       to remain in the FM Ignition Pension Plan, provided the
       amount is lower than the current annual funding.  No
       annual contributions will be made to the FM Ignition
       Pension Plan to amortize the underfunding that relates to
       prior service by retired, current and active employees;

   (c) The Reorganized FM Ignition will have the right to elect
       to terminate the FM Ignition Pension Plan on and after
       April 30, 2012.  If Reorganized FM Ignition terminate the
       FM Ignition Pension Plan, then the FM Ignition Pension
       Plan Trustees will receive a Cash payment equal to the
       Allowed Amount of the Non-Priority FM Ignition Pension
       Plan Employee Benefit Claims calculated as of the
       Effective Date multiplied by the greater of T&N
       Distribution Ratio 1 and the Company Specific Distribution
       Ratio plus interest from the Effective Date through the
       date the FM Ignition Pension Plan is terminated.  The
       treatment will be in full and complete satisfaction of all
       Non-Priority FM Ignition Pension Plan Employee Benefit
       Claims;

   (d) The contingent obligation of Reorganized FM Ignition to
       pay the dividend will be embodied in either, at the option
       of the Plan Proponents, a contingent promissory note from
       Reorganized FM Ignition or an amendment to the Trust Deed
       for the FM Ignition Pension Plan.  The note will be
       delivered to the FM Ignition Pension Trustees or, if
       applicable, the amendment to the Trust Deed will take
       effect on the Effective Date; and

   (e) The FM Ignition Pension Plan Trustees will continue the
       current investment strategy in consultation with
       Reorganized FM Ignition and will not change the investment
       strategy without approval from Reorganized FM Ignition.

   Under the Alternate Payout treatment:

   (1) On the Effective Date, the FM Ignition Pension Plan will
       pay the FM Ignition Pension Plan Trustees an amount
       sufficient to purchase annuities to secure the benefits of
       all participants retired and currently receiving pension
       payments;

   (2) Actuarially equivalent transfer values would be provided
       to non-pensioner participants, assuming no cost of living
       adjustments.  Actuarial assumptions will be the same as
       used in that certain August 2003 Transfer Value change
       assumption calculation; and

   (3) Contributions to fund the Alternate Payout treatment will
       be limited to no more than GBP9 million.  

   All Claims in Class 7I will be included with and treated as
   Class 7H Claims if:

     -- the FM Ignition Pension Plan Trustees do not vote to
        accept the Plan, the Scheme of Arrangement and/or
        Voluntary Arrangement of FM Ignition; or

     -- the Marketing Procedures are performed with respect to   
        FM Ignition.

Class I Non-Priority Pension Plan Employee Benefit Claims against
the U.K. Debtors are impaired under the Plan and, as a result,
the holders of the Claims are entitled to vote on the Plan.

             Class J - Asbestos Personal Injury Claims

Asbestos Personal Injury Claims will include:

   (a) Indirect Asbestos Personal Injury Claims;

   (b) Asbestos Personal Injury Demands;

   (c) any Claim or Demand based on, arising under or
       attributable to an asbestos personal injury settlement
       agreement or protocol entered into by the Center for
       Claims Resolution on behalf of one or more of the Debtors;

   (d) any Claims asserted by CCR against the Debtors or their
       non-Debtor Affiliates excluding any Claim asserted by the
       CCR for postpetition fees and expenses incurred in the
       Reorganization Cases; and

   (e) any Claim or Demand by an EL Insurer or Hercules Insurer
       or any of their reinsurers for premium, indemnity,
       reimbursement, contribution, fees, expenses or otherwise
       in connection with their policies or Asbestos Personal
       Injury Claims.

The Trust will assume liability for Asbestos Personal Injury
Claims against the Reorganized Hercules-Protected Entities and
the U.K. Debtors under the EL Coverage in accordance with the
Plan and the provisions under the Hercules Policy and the EL
Policy.  The Debtors' liability for Asbestos Personal Injury
Claims will continue on the Effective Date.  Recourse to the
applicable Reorganized Debtors on account of the Claims will be
limited by operation of the Plan, the Scheme of Arrangement and
the Voluntary Arrangement and the Confirmation Order.  On the
Hercules Policy Expiry Date or the EL Coverage Expiry Date, the
Reorganized Debtors will be released and discharged from Asbestos
Personal Injury Claims in accordance with the Plan without
further Court order.

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)


GEORGIA-PACIFIC: Closes Sale of Athens Biomass Generation Facility
------------------------------------------------------------------
Georgia Pacific Corp. and Boralex Inc. announced that the parties
have closed on the sale of Boralex Athens Energy Inc., Maine
biomass generation facility to Georgia-Pacific. The power plant's
assets will be relocated to Georgia-Pacific's mill in Old Town,
Maine, completing an important step in the plan established by the
State of Maine and Georgia-Pacific to reduce energy costs at the
Old Town mill.

The transaction is another step in the course that was established
by an act of the Maine Legislature last year, when it passed a
Resolve authorizing the State of Maine to purchase the West Old
Town Landfill and select an operator to run the facility producing
the funds necessary for the biomass project.

This closing follows the announcement in February that Casella
Waste Systems and the State of Maine entered into an Operating
Services Agreement authorizing Casella to operate the West Old
Town Landfill. GP received $26 million from the sale of the
landfill to the State and is using those funds to purchase and
re-install the biomass boiler, which will lower its energy
costs - one of the biggest obstacles to the mill's economic
viability.

Ralph Feck, Vice-President - Old Town mill said, "This is a final
step in a process that reflects public/private partnership at its
finest. Without the cooperation of the State, Boralex, Casella and
union support, the Old Town mill, and its 450 jobs would have been
at risk. The creativity and persistence of all parties to this
complex transaction was the key to this success."

Claude Audet, President and Chief Operating Officer - Boralex said
"The sale of the assets of the Athen's facility, which has been
shut down for the last two years, is in line with the  
implementation of Boralex's strategic plan aimed at maximizing the
performance of its U.S. wood-residue power stations and will
benefit the Old Town mill operations."

Boralex focus on four types of power generation: hydroelectric
power, thermal or cogeneration power from natural gas or wood
residue and wind power. These are all fields where Boralex has
developed proven expertise and they are all centered on renewable
energy. It employs more than 240 workers and owns seventeen power
stations located in Qu‚bec, the United States and France, with an
installed capacity of close to 240.0 MW, as well as an urban wood
processing and recycling centre in Montr‚al. In addition, the
Corporation holds a 23% interest in Boralex Power Income Fund
which owns ten power stations in Qu‚bec and the United States with
an installed capacity of 190.0 MW. Management of the

Fund's assets is provided by Boralex -- http://www.boralex.com/

Headquartered at Atlanta, Georgia-Pacific 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.

The Old Town mill manufactures Quilted Northern(R) and Vanity
Fair(R), and employs approximately 450 employees. For more
information, visit http://www.gp.com/.

                           *   *   *

As reported in the Troubled Company Reporter's May 6, 2004
edition, 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.


HIGHWATER 20 LLC: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Highwater 20 LLC
        25010 Rey Alberto Court
        Calabasas, California 91302

Bankruptcy Case No.: 04-12938

Chapter 11 Petition Date: April 26, 2004

Court: Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Lewis R. Landau, Esq.
                  23564 Calabasas Road #104
                  Calabasas, CA 91302
                  Tel: 888-822-4340

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 3 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Purer Investments LP          Judgment                  $645,990
2450 Colorado Blvd. Ste 400E
Santa Monica, CA 90404

HAR, LLC                      Investment                 Unknown

Highwater Glad, LLC                                      Unknown


HOUSE INVESTMENTS: Case Summary & 1 Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: House Investments, Inc.
        12595 Lakamaga Trail
        Marine on the St. Croix, MN 55047

Bankruptcy Case No.: 04-42344

Chapter 11 Petition Date: April 27, 2004

Court: District of Minnesota (Minneapolis)

Judge: Robert J. Kressel

Debtor's Counsel: Thomas J. Flynn, Esq.
                  Larkin, Hoffman, Daly & Lindgren Ltd.
                  7900 Xerxes Avenue S Suite 1500
                  Bloomington, MN 55431

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 1 Largest Unsecured Creditor:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Benjamin S. Houge & Assoc.    Attorney's Fees            $27,870


INTERWAVE COMMS: Third Quarter Net Loss Narrows to $1.1 Million
---------------------------------------------------------------
interWAVE(R) Communications International, Ltd. (Nasdaq: IWAV), a
pioneer in compact wireless voice and data communications systems,
announced financial results for the third fiscal 2004 quarter
ended March 31, 2004.

Revenues for the quarter increased by 48 percent to $9.7 million
compared to $6.6 million in the comparable quarter last year.

interWAVE reported a net loss of $1.1 million, or $(0.13) per
share, compared to a net loss of $5.5 million, or $(0.81) per
share in the comparable quarter last year, a 79 percent decrease
in the net loss reported in the comparable quarter of fiscal 2003.
Net losses per share have been retroactively adjusted to reflect
interWAVE's one-for-ten reverse stock split which was effected on
April 30, 2003.

Erwin Leichtle, president and chief executive officer of
interWAVE, commented, "We are very pleased with our continuing
operating progress as reflected in the comparable quarter
comparisons and the year-to-date comparisons versus last year. We
have focused on driving sales, increasing our gross margins and
keeping a tight rein on operating expenses over the past six
quarters."

"For the nine-month period ended March 31, 2004, we have increased
revenues by 44 percent versus the comparable nine-month period of
fiscal 2003. We believe we are enjoying some of the highest gross
margins in our industry, up significantly from last year. We are
achieving these results while cutting our combined operating
expenses by 24 percent versus the comparable nine-month period of
fiscal 2003."

"We remain keenly focused on our long-term goal of achieving
consistent profitability as we successfully execute our strategic
business plan," he continued. "To that goal, we have recently
implemented additional cost reductions in late April and early May
2004 to further decrease both cost of revenues and operating
expenses going forward. While we have implemented these cost
reductions, we plan to add additional sales personnel and to
strengthen our focus to further drive for increased orders and
revenues."

Mr. Leichtle continued, "The worldwide addressable markets for our
GSM and CDMA products exceed $35 billion annually, and are
continuing to grow. As we progress in developing new customers and
driving sales, improving our cost structure, and expanding
margins, we believe the long-term outlook for the Company looks
very promising. We look forward, with great anticipation, to the
opportunities that lie ahead."

During the quarter, 22 percent of interWAVE's revenues resulted
from arrangements with new customers. interWAVE provided products
and services to 7 new customers during the third quarter.

Revenues for the nine months ended March 31, 2004 increased 44
percent to $30.9 million compared to $21.5 million in the
comparable nine-month period of fiscal 2003. interWAVE reported a
net loss decrease of 76 percent to $5.6 million, or $(0.74) per
share, compared to a net loss of $23.1 million, or $(3.59) per
share, for the comparable nine months of fiscal 2003.

interWAVE's combined cash balances at the end of the third quarter
were $7.5 million.

                   New Business Highlights

Erwin Leichtle continued, "It is our observation that anyone who
can afford a mobile phone buys one. There are over one billion
mobile subscribers to date, and we anticipate a large number will
be added within the next several years -- many in our marketplace
-- emerging markets and specialty networks. Our products offer our
customers rapid cost-effective infrastructure deployment, usually
a significant price advantage over our competition." Recent new
business highlights include:

     *  interWAVE has secured a multi-year contract with a total
        contract value of $14 million with AT&T Wireless through
        December 2006.  This frame contract is for the deployment
        of GSM as well as a major North American cellular
        technology for use on cruise ships, and will allow
        passengers to make and receive calls from their own
        cellular phones while cruising the world's oceans and
        seas.  AT&T has formed a joint venture with Florida based
        Maritime Telecommunications Network who provide satellite
        and telecommunications services to 90% of the world's
        cruise ships.  The contract covers 80 to 100 ships, each
        with over 2,000 passengers, with 10 to 15 ships expected
        to be functional with this technology by the end of this
        calendar year.

     *  A major non-governmental organization has purchased our
        containerized rapid deployment solution.  This contract,
        previously unannounced, is for $3.8 million.  We
        understand that our containerized solutions will be
        deployed in volatile areas around the world.  Mr. Leichtle
        commented, "We believe we won this contract based on our
        expertise in containerized and vehicle solutions, along
        with our local switching and compressed satellite back
        haul technology."

     *  We have signed a $3.1 million contract with a major
        regional operator in the Caribbean and Latin America, and
        are awaiting receipt of our first purchase order under
        that contract.  This frame contract, previously
        unannounced, is for the turnkey supply of our GSM products
        and will be our first complete network win in Latin
        America.  This contract was won in competition with
        Alcatel.  Mr. Leichtle commented, "We believe that winning
        this contract demonstrates that we can compete with our
        major GSM competitors."  We expect over the next few
        quarters to deploy our equipment in other properties that
        this customer owns in the region.

     *  We have entered into a cross marketing agreement with
        Centregate to provide affordable GSM and CDMA services to
        the North American market. Centregate has introduced a
        hosted infrastructure business model that is intended to
        provide a cost effective pay-as-you-grow service to
        cellular operators in North America who want to introduce
        a GSM or CDMA roaming overlay network.  This solution
        addresses the cost issues that prevented many operators
        from deploying new 2.5G services requested by their
        roaming partners.  We also see a market for this business
        model in the Caribbean and Mexico.

                         The Company

interWAVE Communications International, Ltd. (Nasdaq: IWAV) is a
global provider of compact network solutions and services that
offer innovative, cost-effective and scalable networks allowing
operators to "reach the unreached." interWAVE solutions provide
economical, distributed networks intended to minimize capital
expenditures while accelerating customers' revenue generation.
These solutions feature a product suite for the rapid and simple
deployment of end-to-end compact cellular systems. interWAVE's
portable, mobile cellular networks provide vital and reliable
wireless communications capabilities for customers in over 50
countries. The Company's U.S. subsidiary is headquartered at 2495
Leghorn Street, Mountain View, California, and can be contacted at
http://www.iwv.com/

                        *   *   *

In its Form 10-Q for the quarter ended December 31, 2003 filed
with the Securities and Exchange Commission, interWAVE
Communications International Ltd. also states:

                    Summary of Liquidity

"We cannot assure you that our existing cash and cash equivalents
plus short-term investments will be sufficient to meet our
liquidity requirements.  We have had recurring net losses for the
past three fiscal years.  Management is executing plans with the
intent of increasing revenues and margins, reducing spending and
raising additional amounts of cash through the issuance of debt or
equity securities, asset sales or through other means such as
customer prepayments.  If additional funds are raised through the
sale of our assets, we may be limited in the type of business we
can carry on in the future.  If additional funds are raised
through the issuance of preferred equity securities or debt
securities, these securities could have rights, preferences and
privileges senior to holders of common shares, and the terms of
any debt could impose restrictions on our operations.  The sale of
additional equity or convertible debt securities could result in
dilution to our shareholders, and we may not be able to obtain
additional financing on acceptable terms, if at all.  If we are
unable to successfully execute such plans, we may be required to
reduce the scope of our planned operations or even cease our
operations.  We cannot assure you that we will be successful in
the execution of our plans."


IPIX: Stockholders Re-Elect Jackson, Seamons & Strickland to Board
------------------------------------------------------------------
IPIX Corporation (Nasdaq: IPIX) held its Annual Meeting on May 4,
2004 in Memphis, TN. Donald Strickland, President and Chief
Executive Officer of IPIX presented an overview of the
Corporation's business to the Board of Directors and stockholders.

At the meeting, stockholders re-elected Labe Jackson, Andrew
Seamons and Donald Strickland to three year terms on the Board of
Directors which includes two other directors whose terms did not
expire at this annual meeting.

"We are pleased with the vote of confidence IPIX stockholders
provided the Board of Directors," said David Wilds, Chairman of
the Board of Directors. "The vote clearly indicates our
stockholders recognize the commitment the Board has made to
protect and enhance stockholder value."

"For many years, IPIX has been the leader in Full-360 degree
imaging," said Donald Strickland, President and CEO. "In February
2004, we introduced the world to the next level of innovation for
Full-360 degree still imaging technology: IPIX Interactive
Studios(TM). The Interactive Studio platform opens up markets for
IPIX in which Full-360 technology is used for facilities
management, construction, forensics, mapping and visual databases
for first responders."

"This introduction was followed by our launch of our CommandView
Full-360 degree video surveillance cameras in March, which
represents a technology breakthrough that we are targeting for use
in security applications," said Donald Strickland. "We believe we
have positioned IPIX for growth in major markets for this
immersive technology. Our award-winning CommandView(TM) cameras
'see everything' and eliminate 'blind spots,' providing complete
situational awareness for protected assets."

"We have also expanded our AdMission(TM) services that have been
so successful at visually enhancing online auctions and real
estate listings," said Mr. Strickland. "Our platform has set the
standard and has enabled millions of advertisers to more
effectively conclude online commercial transactions with satisfied
buyers. We are broadening our markets to print publishers, such as
newspapers and yellow page directories, which must compete online
for critical advertising dollars."

                        About IPIX

IPIX Corporation -- http://www.ipix.com/-- is a leader in  
mission-critical imaging solutions for three core markets: 360-
degree panoramic photography and movies; government and commercial
video security; and self service on-line and off-line advertising.
IPIX's extensive intellectual property covers patents for
immersive imaging, video and surveillance applications. IPIX is
headquartered in Oak Ridge, Tennessee, with co-headquarters in
San Ramon, California.

                        *   *   *

As reported in the Troubled Company Reporter's April 2, 2004
edition, IPIX Corp.'s independent auditor expressed its opinion
with respect to the Company's 2003 financial statements in the 10K
and included an explanatory paragraph expressing its concern about
the Company's ability to continue as a going concern.

Management's plans for 2004 to address the going concern issue and
associated risks are described further in the Management's
Discussion and Analysis section of its Form 10K, in Footnote 3 to
the 2003 financial statements and elsewhere in the 10K.


JENDHAM INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Jendham, Inc.
        17093 West Bernardo Drive #205
        San Diego, California 92127

Bankruptcy Case No.: 04-04062

Type of Business: The Debtor provides automotive technical
                  training and information products.
                  See http://www.jendham.com/

Chapter 11 Petition Date: April 30, 2004

Court: Southern District of California (San Diego)

Judge: James W. Meyers

Debtor's Counsel: Michael T. O'Halloran, Esq.
                  1010 Second Avenue, Suite 1727
                  San Diego, CA 92101
                  Tel: 619-233-1727
                  Fax: 619-233-6526

Total Assets: $59,645

Total Debts:  $1,152,440

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Pep Boys                      Deposits                  $100,000

Wells Fargo Bank              Line of credit            $100,000

Sandra Watkins                Law suit                   $50,000

Emerald Wave                  Supplier                   $38,237

Coast 2 Coast Graphics, Inc.  Lawsuit                    $29,908

AT&T - Atlanta                Utility services           $16,498

Kinko's                       Services                   $15,627

State Compensation Ins. Fund  Insurance                  $14,642

VQS Enterprises, Inc.         Customer Deposit           $12,055

Fidelity Leasing              Phone lease                $10,000

AT&T Business Services        Utility services            $9,598

FedEx                         Delivery                    $8,038

Procare                       Customer Deposit            $7,954

Image 2 Print                 Services                    $7,931

Ross Wellwood                 Supplier                    $5,900

United Parcel Service         Delivery                    $4,166

Bergwall Productions, Inc.    Customer Deposit            $4,082

Sharp Health Plan             Insurance                   $3,901

Vince Manship                 Supplier                    $3,900

Blue Shield of California     Insurance                   $3,764


KNUTSON INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Knutson, Inc.
        aka Brad's One Stop Plus
        1219 East College Drive
        Marshall, MN 56258

Bankruptcy Case No.: 04-42402

Type of Business: The Debtor operates a convenience store and
                  service station.

Chapter 11 Petition Date: April 29, 2004

Court: District of Minnesota (Minneapolis)

Judge: Robert J. Kressel

Debtor's Counsel: Matthew R. Burton, Esq.
                  Leonard Obrien Spencer Gale & Sayre Ltd.
                  100 South Fifth Street Suite 2500
                  Minneapolis, MN 55402

Total Assets: $1,060,000

Total Debts:  $1,225,802

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service      Tax                        $47,020

Minnesota Dept. of Revenue                               $17,638

Royal Tire                                                $6,630

Advanta Bank Corp.                                        $6,320

Valvoline                                                 $5,558

American Express                                          $5,048

Pam Oil                                                   $4,955

Mid States Bulk Equip                                     $4,952

Norms GTC                                                 $4,719

CitiBusiness                                              $3,437

QWEST                                                     $1,915

American Family Ins                                       $1,681

Safewalk                                                  $1,408

Charter Media                                             $1,352

Credit Bureau of Redwood Falls                            $1,185

Muffler Tire & Muffler Inc.                                 $986

First State Tire Recycling                                  $958

Yellow Book USA                                             $790

Country Spirit                                              $742

Mitchell One                                                $546


LIFE SCIENCE: March 31 Balance Sheet Upside-Down by $8.5 Million
----------------------------------------------------------------
Life Sciences Research, Inc. (OTCBB: LSRI) announced that revenues
for the quarter ended March 31, 2004 were $37.2 million, operating
profit was $2.3 million, and EBITDA excluding foreign exchange
remeasurement gains associated with the Company's bonds was $4.7
million, each representing record quarterly levels for the past
five years.

Revenues for the quarter were 16.7% above the revenues for the
same period in the prior year of $31.9 million. Excluding the
effect of exchange rate movements, the increase was 4.7%. The
Company reported net income for the quarter ended March 31, 2004
of $1.4 million, compared with a net loss of $0.4 million for the
quarter ended March 31, 2003. Net income per common share for the
quarter ended March 31, 2004 was $0.12 compared with net loss of
$0.03 in the quarter ended March 31, 2003.

The net income in the three months ended March 31, 2004 included
Other Income of $1.4 million reflecting a non-cash foreign
exchange remeasurement gain pertaining to the Convertible Capital
Bonds. In the three months ended March 31, 2003, Other Expense of
$0.5 million comprised a non-cash foreign exchange remeasurement
loss of $0.9 million pertaining to the Convertible Capital Bonds,
offset by $0.4 million gain on the repurchase of Capital Bonds.
Excluding those Other Income/(Expenses), Earnings before Interest,
Taxes, Depreciation and Amortization ("EBITDA") was $4.7 million
for the first quarter of 2004, or 12.5% of revenues, compared with
$3.7 million, or 11.7% of revenues, for the same period in the
prior year.

Net cash generated by operating activities totaled $1.5 million in
the first quarter of 2004 (compared with net cash used of $0.3
million in first quarter 2003), after using $1.7 million in
increased working capital ($2.6 million in 2003). Net days sales
outstanding were 17 days at March 31, 2004, the same as at
December 31 2003. Capital expenditure totaled $2.3 million in the
first quarter of 2004, the same as the first quarter in 2003.

Cash on hand at March 31, 2004 was $15.4 million ($17.3 million at
December 31, 2003). Long-term debt has increased to $88.3 million
at March 31, 2004 ($87.6 million at December 31, 2003) as a result
of exchange rate movements of $1.2 million on the Company's GBP
22.6 million debt, offset by repayments of $0.5 million.

Andrew Baker, LSR's Chairman and CEO said, "We are proud to be
reporting another quarter of improving results and strong momentum
on our key financial metrics. We have enjoyed solid revenue and
operating margin growth and we are encouraged by the strong growth
in orders in the first quarter of 2004. Cash balances at the end
of the quarter were $15.4 million compared to $11.1 million a year
ago, and we continue to invest in new capital projects to
strengthen our facilities and capabilities such as the expansion
of the inhalation capacity in our US facility that is scheduled to
be operational by the end of the second quarter".

Brian Cass, LSR's President and Managing Director said, "When we
announced our results for 2003 I noted that new business enquiries
remained strong and that we were seeing indications of strong
order demand in the beginning of the year. I am pleased to report
that net new orders in the first quarter were a record for this
company, 34% up on the first quarter of 2003 and 29% ahead of the
last quarter of 2003. This growth in orders has increased backlog,
and helped support the continuing growth in revenues. Toxicology
and pharmaceutical chemistry, two of the company's core
competencies have shown particularly strong growth in orders."

Mr. Cass added "While strong industry demand and revenue growth
are important, we remain focused on driving operating margin
improvement in 2004. The restructuring of our UK facilities was
completed during the first quarter. This was designed to improve
the efficiency of our operations whilst not hampering our near
term capacity for meeting clients needs or our commitment to
client service, and the benefits will start to be felt during the
second quarter."

At March, 31, 2004, Life Sciences Research Inc.'s balance sheet
shows a total shareholders' equity deficit of $8,536,000 compared
to a deficit of $8,446,000 at December 31, 2003.

Life Sciences Research, Inc. is a global contract research
organization providing product development services to the
pharmaceutical, agrochemical and biotechnology industries. LSR
brings leading technology and capability to support its clients in
non-clinical safety testing of new compounds in early stage
development and assessment. The purpose of this work is to
identify risks to humans, animals or the environment resulting
from the use or manufacture of a wide range of chemicals which are
essential components of LSR's clients' products. The Company's
services are designed to meet the regulatory requirements of
governments around the world. LSR operates research facilities in
the United States (the Princeton Research Center, New Jersey) and
the United Kingdom (Huntingdon and Eye, England).


METROMEDIA INTL: Offers Georgia 20% Ownership Interest in Magticom
------------------------------------------------------------------
Metromedia International Group, Inc. (currently traded as:
OTCPK:MTRM - Common Stock and OTCPK:MTRMP - Preferred Stock), the
owner of interests in various communications and media businesses
in Russia and the Republic of Georgia, announced the following
concerning Magticom Ltd., the Company's business venture in the
Republic of Georgia that operates a wireless communications
network and markets mobile voice communication services nationwide
to private and commercial users.

The Company's wholly-owned subsidiary International Telcell
Communications, Inc. (ITC) has entered into a memorandum of
understanding with the Georgian Government providing for issuance
by ITC of an assignable option to purchase a 20% ownership
interest in Magticom after completion of a restructuring of
Dr. George Jokhtaberidze's ownership interest in Magticom, which
was previously announced on April 26, 2004. Pursuant to the
Restructuring, Dr. Jokhtaberidze, who today directly owns 51% of
Magticom, will convey that 51% ownership interest to ITC in
exchange for a 49.9% ownership interest in ITC plus certain cash
consideration. On completion of the Restructuring, ITC will
directly own a 51% interest in Magticom and will retain its 70.41%
ownership interest in, and remain the managing member of Telcell
Wireless LLC, which in turn will continue to own a 49% direct
interest in Magticom and as a result, MIG's aggregate ownership
interest in Magticom will be 42.8%.

The Georgian Government is prohibited from directly exercising the
Option, but may assign the Option to certain qualified European
Union or American entities. Any entity that exercises the Option
will be subject to certain transfer restrictions that encourage
holding the acquired 20% Magticom ownership interest for a period
of at least 3 years. The Option will have a limited exercise
period of 12 months from the date of issuance.

If the Option is exercised, ITC will retain a 31% direct ownership
in Magticom and a 34.5% indirect ownership in Magticom through
Telcell, and MIG's aggregate ownership interest in Magticom will
be 32.8%. Furthermore, the Company would continue to have the
largest effective ownership interest in Magticom, at 32.8%, and
will continue to be able to exert operational control over
Magticom as a result of its status as majority stockholder of ITC
and managing member of Telcell.

In making this announcement, Mark Hauf, Chairman and Chief
Executive Officer, commented: "This MOU for issuance of an option
to the Georgian Government is the final element of a somewhat
complicated restructuring of Magticom negotiated over the past
months among the Company, our partner Dr. George Jokhtaberidze,
and the new post-revolutionary government of Georgia. In its
essential terms, that restructuring will result in Dr.
Jokhtaberidze becoming a minority shareholder in the MIG
subsidiary that will own, directly and indirectly, a significant
majority of Magticom and exercise operational control over that
company. A 20% minority interest in Magticom may be purchased by
an entity to be recruited by the new Georgian Government. In all,
irrespective of whether the Option is exercised, MIG will become
the holder of the largest economic interest in Magticom and will
exercise operational control over that company. Dr. Jokhtaberidze
will retain a significant economic interest in the company he
worked so diligently to found."

Mr. Hauf went on to say: "Our goal throughout these past few
months has been to restore Magticom to a state where aggressive
business development is achievable. Magticom had performed very
well through year 2003 and retains the promise of substantial
further profitable development in the future. Events following the
recent revolution in Georgia had, however, drawn attention away
from that development, as the new Georgian leadership aggressively
examined past affairs at many Georgian businesses and state
institutions, including Magticom. Magticom was subjected to
intrusive investigations and its Georgian founding partner was
jailed. Such events are, unfortunately, a not uncommon consequence
of revolutionary upheaval in a state. The new Georgian government,
however, accepted the offer to cooperatively negotiate a
settlement to these matters; and the restructuring of Magticom
we've now fully announced is the result of that negotiation.
Having directly participated in the talks with Georgian leaders
leading to this resolution, I am confident that further adverse
government intervention in Magticom's affairs is unlikely;
enabling Magticom to resume its normal and quite promising
development as one of Georgia's largest companies."

               About Metromedia International Group

Through its wholly owned subsidiaries, the Company owns
communications and media businesses in Russia, Europe and the
Republic of Georgia. These include mobile and fixed line telephony
businesses, wireless and wired cable television networks and radio
broadcast stations. The Company has focused its principal
attentions on continued development of its core telephony
businesses in Russia and the Republic of Georgia, while
undertaking a program of gradual divestiture of its non-core media
businesses. The Company's core telephony businesses include
PeterStar, the leading competitive local exchange carrier in St.
Petersburg, Russia, and Magticom, the leading mobile telephony
operator in the Republic of Georgia. The Company's remaining non-
core media businesses consist of eighteen radio businesses
operating in Finland, Hungary, Bulgaria, Estonia, and the Czech
Republic and one cable television network in Lithuania.

                     Corporate Liquidity

As of September 30, 2003 and January 30, 2004, Metromedia
International Group had $24.1 million and $23.3 million,
respectively, of unrestricted cash at its headquarters level. The
$24.1 million of cash at September 30, 2003 reflects cash held at
headquarters subsequent to the Company's $8.0 million semi-annual
interest payment, which was due on September 30, 2003, on its
Senior Discount Notes, with a current outstanding principal
balance (fully accreted) of $152 million.

The Company projects that its current corporate cash reserves,
anticipated cash proceeds of non-core business sales and
anticipated continuing dividends from core business operations
will be sufficient for the Company to meet its future operating
and debt service obligations on a timely basis.

If the Company does not realize the cash proceeds it currently
anticipates on the future sale of its non-core businesses and does
not receive the amount of dividends from the core business
operations that it currently anticipates, the Company does not
believe that it will be able to fund its planned operating,
investing and financing cash flows through September 30, 2004, the
due date of an $8 million semi-annual interest payment on the
Company's Senior Discount Notes. However, even assuming no
proceeds from further sale of non-core businesses and no further
dividends from core business operations, the Company projects that
its cash flow and existing capital resources will permit it to pay
the $8 million semi-annual interest payment due on March 30, 2004
on its Senior Discount Notes.

If the Company is not able to satisfactorily manage these
liquidity issues, the Company may have to resort to certain other
measures, including ultimately seeking the protection afforded
under the U.S. Bankruptcy Code. The Company cannot provide any
assurance at this time that it will be successful in avoiding such
measures. Additionally, the Company currently has a stockholders
deficit and has historically suffered recurring net operating cash
deficiencies.


MINORPLANET SYSTEMS: Nasdaq Grants Conditional Listing Status
-------------------------------------------------------------
Minorplanet Systems USA, Inc. (Nasdaq:MNPQC), a leading provider
of telematics-based management solutions for commercial fleets,
announced that the company had received a written determination
notice from the Nasdaq Listing Qualifications Panel on May 3, 2004
indicating that the company's securities would remain
conditionally listed on The Nasdaq SmallCap market subject to the
following exceptions:

-- On or before May 28, 2004, the company must submit
   documentation to the Nasdaq evidencing that a hearing before
   the Bankruptcy Court for the approval of the company's
   Disclosure Statement was held;

-- On or before Jun. 30, 2004, the company must submit
   documentation to the Nasdaq evidencing confirmation of the
   company's plan of reorganization by the Bankruptcy Court and
   compliance with all requirements for continued listing on The
   Nasdaq SmallCap Market upon emergence from bankruptcy except
   for those deficiencies for which the company has been granted a
   "grace period" within which to regain compliance.

Pursuant to Nasdaq Marketplace Rule 4310(c)(8)(D), the Panel also
granted the company a 180-day grace period to achieve compliance
with the $1.00 minimum bid price requirement.

The Panel further indicated that effective on the opening of
business on May 5, 2004, the trading symbol for the company's
securities will be changed from MNPLQ to MNPQC to indicate the
conditional listing on The Nasdaq SmallCap Market. As per the
Panel, the fourth character "Q" will remain appended to the
company's trading symbol pending the company's emergence from
bankruptcy, and the fifth character "C" will be removed from the
company's symbol upon confirmation of the company's compliance
with the terms of the exceptions and all other criteria for
continued listing.

"We currently expect to obtain confirmation of our plan by Jun.
30, 2004 and retain the company's Nasdaq listing," said Dennis
Casey, president and chief executive officer. "In fact, the
disclosure statement hearing is set for May 24, 2004, ahead of the
May 28, 2004 deadline." In closing remarks Mr. Casey said, "We
believe that the company will emerge from chapter 11 with a much
improved capital and expense structure and be well positioned to
capitalize on the large and growing market for mobile tracking and
communications."

            About Minorplanet Systems USA, Inc.

Based in Richardson, Texas, Minorplanet Systems USA, Inc. --
http://www.minorplanetusa.com/-- develops and implements mobile  
communications solutions for service vehicle fleets, long-haul
truck fleets and other mobile-asset fleets, including integrated
voice, data and position location services. Minorplanet, along
with two affiliates, filed for chapter 11 protection (Bankr. N.D.
Texas, Case No. 04-31200) on February 2, 2004. Omar J. Alaniz,
Esq. and Patrick J. Neligan, Jr., Esq. of Neligan Tarpley Andrews
and Foley LLP represent the Debtors in their restructuring
efforts. When Minorplanet filed for bankruptcy, it estimated
assets and debts at $10 million to $50 million.


MIRANT CORP: Intends To Make Corporate Community Contributions
--------------------------------------------------------------
Pursuant to Sections 105 and 363 of the Bankruptcy Code, the
Mirant Corp. Debtors seek the Court's authority to make certain
corporate community contributions in the ordinary course of
business, including contributions to:

   (a) youth programs like the Boy Scout Council and Girl Scout
       Council;

   (b) educations sponsorship of public schools and libraries;

   (c) environmental stewardship through groups like Clean
       Air Partners and the Chesapeake Bay Foundation; and

   (d) health/safety outreach programs like sending a health van
       to poor communities to close proximity to the Debtors'
       power plants and making contributions to the Red Cross.

Judith Elkin, Esq., at Haynes and Boone, LLP, in Dallas, Texas,
informs the Court that traditionally, the Debtors made annual
Corporate Community Contributions to certain non-profit
organizations in the ordinary course of business.  For example,
the Debtors' Corporate Community Contributions for (i) 2003 were
$415,097 in the aggregate, and (ii) 2002 were $1,598,640 in the
aggregate.  The contributions were made to further the Debtors'
goal of strengthening the communities in which they do business
and focused on areas that are core to the Debtors' policies and
philosophies, like education, environmental stewardship, health
and safety.

The Debtors propose to make the Corporate Community Contributions
in significantly reduced amounts than those made historically,
but otherwise consistent with past practice and pursuant to
internal Corporate Community Contributions Guidelines.  According
to Ms. Elkin, in the past, certain Debtors made Corporate
Community Contributions informally guided by the Debtors'
policies and philosophies.  In keeping with the Debtors' goals of
improved central oversight and corporate governance, the Debtors
have drafted the Guidelines.  The Guidelines are based on past
practices that reflect the Debtors' policies and philosophies,
and focus on the Debtors' core areas of interest.

Ms. Elkin explains that it is a common practice for large
corporations like the Debtors to make donations and Corporate
Community Contributions to various non-profit organizations in
the ordinary course of business.  Corporations like the Debtors
recognize the important role donations play in building the
communities in which they operate and enhancing stature.  The
Debtors believe that the Guidelines are consistent with the
practices of other large corporations as well as the Debtors' own
past practices.

Ms. Elkin asserts that the contemplated contributions should be
allowed since:

   (i) the Public Utility Holding Company Act of 1935 promotes
       charitable contributions in certain instances;

  (ii) it allows the Debtors to establish a positive presence in
       their communities for the betterment of society;

(iii) it is a means of involving the Debtors in the lives of
       their employees and the communities in which they are
       located;

  (iv) it benefits the Debtors by highlighting their continued
       operations as a going concern;

   (v) it provides the Debtor with free positive publicity
       through newspaper or magazine articles and the Internet;
       and

  (vi) it will not prejudice the creditors.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect  
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  The Company filed for
chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590).  Thomas E. Lauria, Esq., at White & Case LLP represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed $20,574,000,000
in assets and $11,401,000,000 in debts. (Mirant Bankruptcy News,
Issue No. 32; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NAT'L CENTURY: Stands to Gain $1M Under Granada Settlement Pact
---------------------------------------------------------------
National Century Financial Enterprises, Inc. sought and obtained
the Court's authority to enter into a settlement agreement with
David K. Gottlieb, Chapter 7 trustee for the estate of
International Philanthropic Hospital Foundation, doing business as
Granada Hills Community Hospital.  

Matthew A. Kairis, Esq., at Jones Day Reavis & Pogue, in
Columbus, Ohio, relates that Granada Hills previously operated a
155-bed hospital in the San Fernando Valley in Granada Hills,
California.  Prior to the Petition Date, the Debtors provided to
Granada Hills financing under a Sales and Subservicing Agreement
under the NPF XII accounts receivable financing program.  
Pursuant to the Sale Agreements, the Debtors purchased certain
eligible accounts receivable from Granada Hills.

On November 26, 2002, Granada Hills filed its own Chapter 11
petition in the United States Bankruptcy Court for the Central
District of California, San Fernando Valley Division.  The
Granada Hills Case was converted to a Chapter 7 case effective as
of July 23, 2003, and David K. Gottlieb was appointed Chapter 7
trustee.

Granada Hills filed Claim Nos. 366, 836 and 837, asserting an
aggregate amount of $11,966,076 against certain of the Debtors.  
In January 2004, the Debtors objected to the Granada Hills Proofs
of Claim.

Debtors NPF XII and National Premier Financial Services, Inc.,
filed proofs of claim in the Granada Hills Case, asserting a
$1,937,639 claim against Granada Hills in respect of Granada
Hills' participation in the NPF XII accounts receivable financing
program.  

On December 30, 2003, the Debtors filed an adversary proceeding
against Doctors Community Healthcare Corporation, et al.  In
February 2004, the Debtors filed an amended complaint in the
Reserve Litigation adding Granada Hills and the Trustee as co-
defendants.  The Reserve Litigation seeks a determination that
Granada Hills has and the other co-defendants hold no ownership
interest in the funds held in the NPF VI and NPF XII collection,
purchase and reserve accounts.  The Debtors also maintain that
Granada Hills owes the Debtors nearly $2 million.

On February 10, 2004, the Trustee filed an objection to the
confirmation of the Plan.

The Debtors and the Trustee have agreed to a settlement that
resolves all their disputes, including:

   * the Reserve Litigation;

   * the allowance and treatment of the Debtors' claims in the
     Granada Hills Case;

   * the treatment of the Granada Hills Proofs of Claim; and

   * any and all other disputes of any nature between the Trustee
     and the Debtors.

The salient terms of the Settlement Agreement are:

A. Distribution of Cash

   The Trustee will transfer $1,000,000 cash from the Granada
   Hills Chapter 7 estate, in satisfaction of the NCFE Proofs of
   Claim.

B. Waiver and Release of Claims

   The Trustee, on behalf of the Granada Hills Chapter 7 estate,
   will withdraw the Granada Hills Proofs of Claim, and the
   Debtors will accept the $1,000,000 cash payment in
   satisfaction of the NCFE Proofs of Claim.

   The Debtors and the Trustee, on behalf of the Granada Hills
   Chapter 7 estate, also agree to irrevocably waive any right to
   participate in any distribution in the other's bankruptcy on
   account of any claim or interest the either party has or may
   have against the other, whether any claim would otherwise be
   characterized as a prepetition claim or interest, a
   postpetition administrative expense, a secured claim, a
   priority claim, a general unsecured claim or an ownership
   interest, including, without limitation, any claim arising at
   any time prior to the Agreement or pursuant to the Reserve
   Litigation.

C. Withdrawal of Pending Motions

   The Trustee, on behalf of the Granada Hills Chapter 7 estate,
   will dismiss with prejudice the Reserve Litigation and
   waives any rights to recovery from the Reserve Litigation.

   The Trustee, on behalf of the Granada Hills Chapter 7 estate,
   will also withdraw from and release all other contested
   matters in these cases.

D. Modification of the Automatic Stay

   The automatic stay imposed by Section 362 of the Bankruptcy
   Code or any similar stays or injunctions will be modified to
   the extent necessary to permit the parties to obtain approval
   of the Settlement Agreement by the California Court.  

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)


OMNE STAFFING: Signs-Up Lowenstein Sandler as Bankruptcy Counsel
----------------------------------------------------------------
Omne Staffing, Inc., and its debtor-affiliates seek permission
from the U.S. Bankruptcy for the District of New Jersey to employ
Lowenstein Sandler PC as their counsel in their chapter 11
bankruptcy proceedings.

The Debtors submit that it is necessary them to employ experienced
counsel in their complex chapter 11 cases.

The Debtors expect Lowenstein Sandler to:

   a. prepare on behalf of the Debtors, as is necessary, all
      applications, motions, complaints, answers, orders,
      agreements and other legal papers;

   b. appear in Court to present necessary motions, applications
      and pleadings and otherwise protecting the interests of
      the Debtors;

   c. provide legal advice as necessary with respect to any
      disclosure statement and plan filed in these cases and
      with respect to the process for approving or disapproving
      disclosure statements and confirming or denying
      confirmation of a plan; and

   d. perform all of the legal services for the Debtors that may
      be necessary and proper in these proceedings.

John K. Sherwood, Esq., reports that Lowenstein Sandler will bill
the Debtors its current hourly rates of:

         Staff Designation      Billing Rate
         -----------------      ------------
         Partners               $285 to $525 per hour
         Counsel                $225 to $375 per hour
         Associates             $140 to $250 per hour
         Legal Assistants       $70 to $140 per hour

Headquartered in ranford, New Jersey, Omne Staffing, Inc., filed
for chapter 11 protection on April 9, 2004 (Bankr. D. N.J. Case
No. 04-22316).  John K. Sherwood, Esq., at Lowenstein Sandler
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from their creditors, they listed
both estimated debts and assets of over $10 million.


OWENS CORNING: Delivers Positive Results in First Quarter 2004
--------------------------------------------------------------
Owens Corning (OTC: OWENQ) reported financial results for the
quarter ended March 31, 2004.

For the quarter, the company had net sales of $1.209 billion,
compared to net sales of $1.133 billion for the same period in the
prior year. Owens Corning reported income from operations of $34
million for the quarter, including a charge of $10 million for
Chapter 11-related items and a $5 million credit associated with
restructuring and other charges. For the first quarter of 2003,
the company reported $8 million in income from operations,
including charges of $30 million for restructuring and other
charges, and $32 million of Chapter 11-related items.

For the quarter, the company had net income of $5 million. This
first quarter net income compares to a net loss of $1 million for
the first quarter of 2003.

Owens Corning ended the quarter with a cash balance of $821
million.

"Although the quarter began slowly, we saw signs of improvement in
our markets and our business results in March," said Dave Brown,
Owens Corning's chief executive officer. "We are working very hard
to continue this positive momentum into the rest of the year. As
indicated previously, our reported results continue to be
adversely impacted by charges related to our Chapter 11 process.
Once we emerge from bankruptcy, our reported results should once
again more clearly reflect the operational results of our
business," he said.

Owens Corning is a world leader in building materials systems and
composite systems. Founded in 1938, the company had sales of $5
billion in 2003. Additional information is available on Owens
Corning's Web site at www.owenscorning.com or by calling the
company's toll-free General Information line: 1-800-GETPINK.

On October 5, 2000, Owens Corning and 17 United States
subsidiaries filed voluntary petitions for relief under Chapter 11
of the U. S. Bankruptcy Code in the U. S. Bankruptcy Court for the
District of Delaware. The Debtors are currently operating their
businesses as debtors-in-possession in accordance with provisions
of the Bankruptcy Code. The Chapter 11 cases of the Debtors are
being jointly administered under Case No. 00-3837 (JKF). The
Chapter 11 cases do not include other U. S. subsidiaries of Owens
Corning or any of its foreign subsidiaries. The Debtors filed for
relief under Chapter 11 to address the growing demands on Owens
Corning's cash flow resulting from the substantial costs of
asbestos personal injury liability.

On October 24, 2003, the Debtors, together with the Official
Committee of Asbestos Claimants and the Legal Representative for
future asbestos personal injury claimants, filed an amended Joint
Plan of Reorganization in the U. S. Bankruptcy Court for the
District of Delaware. The Plan is subject to confirmation by the
Bankruptcy Court. As filed, the Plan provides for partial payment
of all creditors' claims, in the form of distributions of new
common stock and notes of the reorganized company, and cash.
Additional distributions from potential insurance and other third-
party claims may also be paid to creditors, but it is expected
that all classes of creditors will be impaired. Therefore, the
Plan also provides that the existing common stock of Owens Corning
will be cancelled, and that current shareholders will receive no
distribution or other consideration in exchange for their shares.
It is impossible to predict at this time the terms and provisions
of any plan of reorganization that may ultimately be confirmed or
the treatment of creditors thereunder.


PACIFIC GAS: Applies To Hire 5 Special Non-Bankruptcy Counsel
-------------------------------------------------------------
In a supplemental motion, Pacific Gas and Electric Company seeks
the Court's authority to employ:

   (a) Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro,
       LLP, to represent it in connection with advice and counsel
       regarding matters related to liquefied natural gas;

   (b) Ebbin, Moser & Skaggs, LLP, as its representative
       regarding matters related to the Endangered Species Act
       and other environmental laws;

   (c) Friedman Dumas & Springwater, LLP, as its counsel in
       connection with commercial bond coverage litigation and
       advice;

   (d) Holland & Knight, LLP, to represent it in connection with
       Federal Energy Regulatory Commission matters relating to
       electric generator interconnection issues; and

   (e) Morrison & Foerster, LLP, as its counsel with respect
       California Public Utilities Commission regulatory work,
       California Environmental Quality Act advice and
       litigation, endangered species-related, and other
       environmental and land use advice.

PG&E assures the Court that these professionals do not hold or
represent any interests adverse to its estate.  PG&E intends to
submit the hourly billing rates of the five firms under seal.

Headquartered in San Francisco, California, Pacific Gas and
Electric Company -- http://www.pge.com/-- a wholly-owned  
subsidiary of PG&E Corporation (NYSE:PCG), is one of the largest
combination natural gas and electric utilities in the United
States.  The Company filed for Chapter 11 protection on April 6,
2001 (Bankr. N.D. Calif. Case No. 01-30923).  James L. Lopes,
Esq., William J. Lafferty, Esq., and Jeffrey L. Schaffer, Esq., at
Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent the
Debtors in their restructuring efforts.  On June 30, 2001, the
Company listed $23,216,000,000 in assets and  $22,152,000,000 in
debts. (Pacific Gas Bankruptcy News, Issue No. 76; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


PARMALAT GROUP: Wants Court to Fix July 9 as U.S. Claims Bar Date
-----------------------------------------------------------------
Pursuant to Rule 3003(c)(3) of the Federal Rules of Bankruptcy
Procedure, the Parmalat U.S. Debtors ask the Court to establish:

   -- July 9, 2004 at 5:00 p.m. (New York Time) as deadline for
      creditors to file proofs of claim based on prepetition
      debts or liabilities against any of the Debtors; and

   -- August 23, 2004 at 5:00 p.m. (New York Time) as the
      deadline for government units to file proofs of claim based
      on prepetition debts or liabilities.

The Debtors also ask Judge Drain to establish procedures for
mailing notices of the Bar Dates, and approve the proposed Proof
of Claim form.

The U.S. Debtors believe that the proposed Bar Dates will give
creditors ample opportunity to prepare and file their Proofs of
Claim.  The Debtors filed their Schedules of Assets and
Liabilities and Statements of Financial Affairs on April 23,
2004.  Fixing of the proposed Bar Dates will enable the Debtors
to receive, process, and begin their analysis of creditors'
claims in a timely and efficient manner.

The Bar Dates apply to all entities holding prepetition claims or
interest in the U.S. Debtors, whether secured, priority or
unsecured.  The Debtors propose that each person or entity that
asserts a prepetition claim against them must file an original,
written proof of that claim that substantially conforms to the
proposed Proof of Claim form or the Official Form No. 10 so as to
be received on or before the applicable Bar Date by Bankruptcy
Services LLC, their Notice and Claims Agent, either by:

   -- overnight delivery or hand delivery to:

                 The United States Bankruptcy Court
                 Parmalat USA Corp., et al.
                 Claims Docketing Center
                 One Bowling Green, Room 534
                 New York, NY 10004-1408

      or

   -- mailing to:

                 The United States Bankruptcy Court
                 Parmalat USA Corp., et al.
                 Claims Docketing Center
                 P.O. Box 5079, Bowling Green Station
                 New York, NY 10274-5079

Parmalat USA Corp. Claims Docketing will not accept Proofs of
Claim sent by facsimile, telecopy, or electronic mail
transmission.  The Proofs of Claim are deemed timely filed only
if the claims are actually received by Parmalat USA Corp. Claims
Docketing on or before the applicable Bar Date.

Any holder of claims against more than one Debtor must file a
separate Proof of Claim with respect to each Debtor.  All holders
must identify on their Proof of Claim the particular Debtor
against which their claim is asserted and the case number of the
Debtor's Chapter 11 case.

These persons or entities are not required to file a Proof of
Claim on or before the Bar Dates:

   (a) Any person or entity that has already properly filed with
       the Clerk of the Bankruptcy Court, a Proof of Claim
       against the applicable Debtor or Debtors utilizing a claim
       form which substantially conforms to Official Form No. 10;

   (b) Any person or entity whose claim is listed on the
       Schedules and:

          (i) whose claim is not described as "disputed,"
              "contingent," or "unliquidated";

         (ii) whose claim is identified as against a specific
              Debtor;

        (iii) who does not dispute the specific Debtor identified
              against which that person's or entity's claim is
              asserted; and

         (iv) who does not dispute the amount or nature of the
              claim for that person or entity as set forth in the
              Schedules;

   (c) Any person or entity having a claim under Sections 503(b)
       or 507(a)(1) as an administrative expense of the Debtors'
       Chapter 11 cases;

   (d) Any person or entity whose claim has been paid in full by
       any of the Debtors;

   (e) Any person or entity that holds an interest in any Debtor,
       which interest is based exclusively on the ownership of
       common or preferred stock, membership interests,
       partnership interests, or warrants or rights to purchase,
       sell or subscribe to a security or interest.  However,
       interest holders who wish to assert claims -- as opposed
       to ownership interests -- against any of the Debtors that
       arise out of or relate to the ownership or purchase of an
       interest, including claims arising out of or relating to
       the sale, issuance, or distribution of the interest, must
       file Proofs of Claim on or before the applicable Bar Date,
       unless another exception applies;

   (f) Any Debtor in these cases having a claim against another
       Debtor;

   (g) Any person or entity that holds a claim that has been
       allowed by a Court order entered on or before the Bar
       Date;

   (h) Any person or entity that holds a claim solely against any
       of the Debtors' non-debtor affiliates; and

   (i) any holder of a claim for which specific deadlines have
       been previously fixed by the Court.

Any person or entity that holds a claim that arises from the
rejection of an executory contract or unexpired lease must file a
Proof of Claim based on that rejection by the later of:

      (i) the applicable Bar Date; and

     (ii) the date which is 30 days following the effective date
          of the rejection.

                     Proof of Claim Forms

The U.S. Debtors have prepared a customized Proof of Claim form,
which is based on the Official Form 10.  The modifications to the
Official Form 10 include:

   (1) The inclusion of the amount of the creditor's claim as
       listed on the Schedules;

   (2) Allowing the creditor to correct any incorrect information
      contained in the name and address portion; and

   (3) The inclusion of certain additional instructions.

Additionally, each Proof of Claim must be written in the English
language and denominated in U.S. currency.  The Proof of Claim
must also be signed by the claimant or, if the claimant is not an
individual, by an authorized agent of the claimant.

        Consequences of Failure to File a Proof of Claim

Any holder of a claim that is required, but fails, to file a
proof of that claim in accordance with the Bar Date Order on or
before the applicable Bar Date will be forever barred, estopped,
and enjoined from asserting that claim against the Debtors,
filing a Proof of Claim.  The Debtors and their property will be
forever discharged from any and all indebtedness or liability
with respect to that claim.  The holder will not be permitted to
vote to accept or reject any plan of reorganization filed in
these Chapter 11 cases, or participate in any distribution on
account of that claim, or to receive further notices regarding
the claim.

                         Bar Date Notice

The U.S. Debtors propose to mail a notice of the Bar Dates and a
Proof of Claim form to:

   (a) The Office of the U.S. Trustee for the Southern District
       of New York;

   (b) The attorneys for the Official Committee of Unsecured
       Creditors;

   (c) The attorneys for General Electric Capital Corporation;

   (d) All known holders of claims listed on the Schedules at the
      addresses stated therein;

   (e) All parties known to the Debtors as having potential
       claims against their estates;

   (f) All counterparties to the Debtors' executory contracts and
       unexpired leases listed on the Schedules at the addresses
       stated therein;

   (g) All parties to litigation with the Debtors;

   (h) The Internal Revenue Service;

   (i) The Securities and Exchange Commission; and

   (j) All parties to whom the Debtors are required to give
       notice.

                      Publication Notice

The U.S. Debtors intend to supplement the Bar Date Notice for the
benefit of:

      (i) those creditors to whom no other notice was sent and
          who are unknown or not reasonably ascertainable;

     (ii) known creditors with addresses unknown by the Debtors;
          and

    (iii) potential creditors with claims unknown by the Debtors.

The Debtors intend to publish the Bar Date Notice in The Wall
Street Journal (National Edition) at least 25 days before the Bar
Date.  The Notice includes a telephone number that creditors may
call to obtain copies of the Proof of Claim form and information
concerning the procedures for filing Claims.

                      Objections to Claims

The U.S. Debtors reserve their right to object to any Proof of
Claim, whether filed or scheduled, on any grounds.  The Debtors
reserve their right to dispute, or to assert set-offs or defenses
to, any claim reflected on the Schedules, or any amendments
thereto, as to amount, liability, classification, or otherwise
and to subsequently designate any claim as disputed, contingent,
unliquidated, or undetermined.

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)   


PAXSON COMMS: First Quarter Net Loss More Than Doubles to $60 Mil.
------------------------------------------------------------------
Paxson Communications Corporation (AMEX:PAX), the owner and
operator of the nation's largest broadcast television station
group and the PAX TV network reaching 89% of U.S. households
(approximately 96 million homes), reported its financial results
for the quarter ended March 31, 2004.

                     Financial Highlights

-- Gross revenues for the first quarter of 2004 increased 1% to
   $83.6 million, compared to $82.7 million for the first quarter
   of 2003.

-- The Company's EBITDA for the first quarter of 2004 was $11.6
   million, compared to $17.9 million for the first quarter of
   2003. This decrease was primarily due to an incremental
   increase in programming amortization expense of $2.7 million in
   the first quarter of 2004 related to the Company's decision to
   shorten the expected useful life of its original program Just
   Cause and the inclusion in its results for the first quarter of
   2003 of beneficial legal settlements of $2.2 million.

Paxson's Chairman and Chief Executive Officer, Lowell "Bud"
Paxson, commented, "We are continuing to operate our station group
and network as efficiently as possible, while making prudent
investments in our programming schedule and digital
infrastructure. We are set to launch two new game shows,
Balderdash and On The Cover, this summer and we are looking
forward to announcing additional shows at our NBC-sponsored
upfront next week. We have over $90 million of cash on hand, with
an additional $10 million expected to come in during the second
quarter following the closing of the sale of our television
station serving Shreveport, Louisiana. We remain committed to
exploring avenues for unlocking the value of our national
distribution platform, while sustaining low operating costs and
preserving our liquidity."

Commenting on the outlook for the second quarter of 2004, Paxson's
Chief Financial Officer, Richard Garcia, added, "We currently
expect our revenues for the second quarter of 2004 to increase mid
to high single digits compared to the second quarter of 2003. Our
second quarter EBITDA is estimated to be in the $9 million to $11
million range, compared to $14.5 million for the second quarter of
2003. Our expected decrease in EBITDA in the second quarter will
primarily result from an increase in our operating costs
associated with our transition to digital television, increased
third party promotional expenses and other contractual increases
in operating expenses. However, we are currently evaluating how
our new programming may impact the amortization of our existing
programming library and this could negatively affect our estimated
second quarter EBITDA. It would not have any affect on our cash
balances or free cash flow."

Gross revenues for the three months ended March 31, 2004 increased
1% to $83.6 million, compared to $82.7 million for the three
months ended March 31, 2003. Net revenues for the three months
ended March 31, 2004 increased 1% to $71.3 million, compared to
$70.6 million for the three months ended March 31, 2003.

The Company's EBITDA for the three months ended March 31, 2004 was
$11.6 million, compared to $17.9 million for the three months
ended March 31, 2003. The Company's EBITDA decrease for the three
months ended March 31, 2004 was primarily due to an incremental
increase in programming amortization expense of $2.7 million in
the first quarter of 2004 related to the Company's decision to
shorten the expected useful life of its original program Just
Cause and the inclusion in the results for the first quarter of
2003 of beneficial legal settlements of $2.2 million. In addition,
the Company has incurred operating costs associated with its
transition to digital television, increased personnel costs and
other contractual increases in operating expenses.

The Company believes that net loss attributable to common
stockholders is the financial measure calculated and presented in
accordance with generally accepted accounting principles ("GAAP")
that is most directly comparable to EBITDA. The Company's net loss
attributable to common stockholders was $60.2 million, or $0.89
per share, for the three months ended March 31, 2004, compared to
a net loss of $23.4 million, or $0.35 per share, for the three
months ended March 31, 2003. The Company's net loss attributable
to common stockholders for the three months ended March 31, 2003
included a gain on sale of the Company's station serving the
Fresno, California market of $26.8 million.

The Company's cash flow from operating activities was negative
$29.1 million for the first quarter of 2004 compared to positive
$7.8 million for the first quarter of 2003. The Company's cash
flow from operating activities for the first quarter of 2004
includes $33.1 million of programming rights payments, including
$16.6 million to settle outstanding letters of credit. Programming
rights payments made under the letter of credit arrangements
relate to original programming that will premiere throughout the
2003/2004 broadcast season. The Company's free cash flow (as
defined later in this press release) was negative $34.2 million
for the first quarter of 2004 compared to positive free cash flow
of $2.4 million for the first quarter of 2003.

                  Balance Sheet Analysis

The Company's cash and short-term investments decreased by $16.3
million during the quarter to $93.8 million as of March 31, 2004.
The decrease in cash and short-term investments during the quarter
primarily resulted from the semi-annual interest payment of $10.8
million on the Company's 10 3/4% senior subordinated notes and
changes in working capital. The Company's total debt increased
$41.1 million during the quarter to $966.7 million as of March 31,
2004. The increase in total debt for the quarter resulted
primarily from accretion on the Company's 12 1/4% senior
subordinated discount notes and the impact of the $365 million
offering of senior secured floating rate notes (the "senior
secured notes") that the Company completed in January 2004. The
proceeds of the January 2004 offering were used to repay in full
the outstanding indebtedness under the Company's previously
existing senior credit facility, including letter of credit
obligations, and to pay fees and expenses incurred in connection
with the transaction.

            About Paxson Communications Corporation

Paxson Communications Corporation owns and operates the nation's
largest broadcast television distribution system and the PAX TV
network. PAX TV reaches 89% of U.S. television households via
nationwide broadcast television, cable and satellite distribution
systems. PAX TV's original programming slate features two new game
shows, "On the Cover" hosted by Mark Walberg and "Balderdash"
launching in summer 2004, and all new episodes of "Doc," starring
recording artist Billy Ray Cyrus and "Sue Thomas: F.B.Eye,"
starring Deanne Bray. For more information, visit PAX TV's website
at http://www.pax.tv/

                           *   *   *

As reported in the Troubled Company Reporter's December 15, 2003
edition, Standard & Poor's Ratings Services assigned its 'B+'
rating to Paxson Communications Corp.'s proposed $365 million
senior secured floating rate notes due January 2010. Proceeds are
expected to be used to refinance the company's existing credit
facilities.  The secured notes are rated one notch above the
corporate credit rating, reflecting the strong likelihood of full
recovery of principal under a default or bankruptcy scenario.
Standard & Poor's expects that the collateral would be more than
sufficient to suggest full recovery of the secured notes, even at
distressed resale multiples.

At the same time, Standard & Poor's affirmed its ratings,
including the 'B' long-term corporate credit rating, on Paxson.
The outlook is negative.

"The affirmation is based on expectations that Paxson will
maintain its significant cash cushion and adhere to financial
policies that conserve cash while it pursues an outright sale of
the company or alternate viable strategy to boost liquidity in the
longer term," said Standard & Poor's credit analyst Alyse
Michaelson.


PILLOWTEX CORP: Inks Stipulation Allowing IBM Corp.'s $2MM+ Claims
------------------------------------------------------------------
On July 28, 1999, Pillowtex Corporation entered into a Term Lease
Master Agreement with IBM Corporation for the use of certain high-
end computer processor equipment and provision of related
services.   On September 5, 2002, the Debtors entered into an IBM
Customer Agreement No. HW31678, wherein IBM agreed to provide
assistance to the Debtors in preparing and responding to outage
emergencies.

In October 2003:

   * IBM Credit, LLC, filed Claim No. 152 as a general unsecured
     claim for $2,190,424, relating to prepetition amounts owed
     by the Debtors under the Lease Agreement; and

   * IBM Corporation filed Claim No. 153 as a general unsecured
     claim for $145,976, relating to prepetition amounts that the
     Debtors owed under the Customer Agreement.

Effective as of October 31, 2003, the Debtors rejected the Lease
Agreement and the Customer Agreement.  On January 14, 2004, IBM
Credit asked the Court for the allowance and payment of a
$238,990 administrative expense claim.

To resolve the Prepetition Claims and the Administrative Claim
without incurring unnecessary litigation fees and expenses, the
Debtors and IBM stipulate and agree that:

   (a) IBM will have an allowed prepetition unsecured non-
       priority claim for $1,000,000;

   (b) IBM will have an allowed administrative expense claim for
       $135,000;

   (c) Except as to the allowed amount, the balance of the
       Prepetition Claims and the Administrative Claim is
       disallowed; and

   (d) Each of the IBM Parties and the Debtors release each       
       other from and against any and all claims, liens and
       causes of action arising out of the Lease Agreement, the
       Customer Agreement, the Prepetition Claims and the
       Administrative Claim.

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)    


PLIANT CORP: Balance Sheet Insolvent by $436MM at March 31, 2004
----------------------------------------------------------------
Pliant Corporation announces EBITDA of $25.2 million dollars for
the first quarter of 2004, which is above its guidance, and is an
increase of 80% over the fourth quarter of 2003. In addition, the
company announces that its core business remains strong, and the
restructuring of its Mexican and Solutions businesses are on plan.

Below is a summary for first quarter results.

Net sales increased by $3.7 million, or 1.5%, to $244.2 million
for the first quarter of 2004 from $240.5 million for the first
quarter of 2003. The increase was primarily due to a 3.9% increase
in our average selling price resulting primarily from the pass
through of increases in our raw material costs partially offset by
a 2.2% decrease in sales volume.

Consolidated segment profits decreased by $6.9 million or 21.5% to
$25.2 million for the first quarter of 2004 from $ 32.1 million
for the first quarter of 2003. Segment profit reflects income
before interest expense, income taxes, depreciation, amortization,
restructuring charges other non-cash charges and net adjustments
for certain unusual items. The primary reasons for the decrease in
segment profits are discussed below by segment.

                          Pliant U.S.

Net sales. The net sales of our Pliant U.S. segment increased $2.2
million, or 1.4%, to $154.1 million for the first quarter of 2004
from $151.9 million for the first quarter of 2003. This increase
was primarily due to an increase in our average selling prices of
3.3 cents per pound or 3.6% partially offset by a 2.1% decrease in
sales volumes. The decrease in sales volumes is discussed for each
Pliant U.S. division below. The increase in our average selling
prices was principally due to the increase in raw material prices
that were partially passed on to our customers.

Net sales in our Industrial Films division increased $0.8 million,
or 1.6%, to $48.2 million for the first quarter of 2004 from $47.4
million for the first quarter of 2003. This increase was
principally due to an increase in our average selling prices of
6.6 cents per pound or 8.5% partially offset by a decrease in
sales volumes of 3.9 million pounds, or 6.4%. The decrease in
sales volume was primarily the result of the effects of down-
gauging resulting from the introduction of new generation
products, some customer rationalization and the timing of large
shipments. Net sales in our Specialty Films division increased
$0.8 million, or 1.8%, to $48.9 million for the first quarter of
2004 from $48.1 million for the first quarter of 2003. This
increase was principally due to an increase in our sales volume of
1.1 million pounds, partially offset by a decrease in our average
selling prices of 0.7 cents per pound, or 0.7%. The increase in
sales volume was primarily the result of higher sales from our
personal care business. Net sales in our Converter Films division
increased $0.6 million, or 1.0%, to $57.0 million for the first
quarter of 2004 from $56.4 million for the first quarter of 2003.
This increase was principally due to an increase in our average
selling prices of 2.0 cents per pound or 2.0% partially offset by
the effect of lower sales volumes which decreased 1.0%.

Segment profit. The Pliant U.S. segment profit decreased $3.8
million to $23.0 million for the first quarter of 2004 as compared
to $26.8 million for the first quarter of 2003 principally due to
the decreases in sales volumes discussed above and lower gross
margins. The decrease in gross margins was principally due to the
fact that the higher selling prices discussed above were not
sufficient to offset the increase in raw material prices,
principally in the specialty and converter divisions.

                  Pliant Flexible Packaging

Net sales. The net sales of our Pliant Flexible Packaging segment
increased $4.6 million, or 8.9%, to $56.4 million for the first
quarter of 2004 from $51.8 million for the first quarter of 2003.
This increase was principally due to an increase in our sales
volumes of 2.0 million pounds, or 5.6%, and an increase in our
average selling prices of 4.7 cents per pound, or 3.2%. The sales
volume increased principally due to additional sales to existing
customers and sales from our new ten color press in Langley.

Segment profit. The Pliant Flexible Packaging segment profit
increased $0.9 million to $8.6 million for the first quarter of
2004 from $7.7 million for the first quarter of 2003. This
increase in segment profit was primarily due to an increase in
gross margins and the effect of higher sales volumes discussed
above partially offset by the effect of higher conversion costs.
The increase in gross margins was principally due to the fact that
selling prices in this segment increased at a rate higher than the
increase in raw material prices in this segment in the first
quarter of 2004. In addition, there is a delay in implementing
price increases and decreases in this segment due to contracts
with certain customers. Therefore, the margins for this quarter
benefited from substantial increases in raw material prices in
prior quarters.

                   Pliant International

Net sales. The net sales of our Pliant International segment
decreased $1.6 million, or 5.7%, to $26.4 million for the first
quarter of 2004 from $28.0 million for the first quarter of 2003.
This decrease was principally due to an 11.5% decrease in our
sales volume, partially offset by an increase in our average
selling prices of 6.2 cents per pound, or 6.5%. Among other
factors, our sales volumes were adversely affected by a reduction
in sales at our plant in Mexico due to the loss of certain
customers and products as a result of operating issues discussed
below.

Segment profit. The Pliant International segment profit decreased
$1.8 million to $1.1 million for the first quarter of 2004 from
$2.9 million for the first quarter of 2003. The decrease was due
principally to the operating losses in our plant in Mexico. Our
plant in Mexico was affected by operating issues and the resulting
loss of customers and products. Management changes have been made
at this location and increases in sales volume and improved
operating results are expected.

                        Pliant Solutions

Net sales. The net sales of our Pliant Solutions segment decreased
$1.5 million, or 17.0%, to $7.3 million for the first quarter of
2004 from $8.8 million for the first quarter of 2003. This
decrease was principally due to an 11.9% decrease in our sales
volume and a decrease in our average selling prices of 15.4 cents
per pound, or 6.2%. The decrease in sales volume was primarily due
to several promotional programs in the first quarter of 2003 that
were not repeated by our customers in the first quarter of 2004
and a reduction in sales to a major customer due to the closing of
several stores. Average selling prices decreased due to a change
in the sales mix.

Segment profit. The Pliant Solutions segment profit decreased $1.4
million, to a loss of $(2.3) million for the first quarter of 2004
from a loss of $(0.9) million for the first quarter of 2003. The
decrease was due principally to the decrease in sales volumes and
a decrease in gross margins due to a change in the sales mix.

               Unallocated Corporate Expenses

Unallocated corporate expenses increased $0.8 million to $5.2
million for the first quarter of 2004 as compared to $ 4.4 million
for the first quarter of 2003. The increase was principally due to
an adjustment of $0.4 million related to employee benefits for an
acquisition made in prior years, increase in legal fees and
increases in labor costs.

                       Liquidity

On February 17, 2004, the company entered into a new revolving
credit facility providing up to $100.0 million (subject to a
borrowing base). The new revolving credit facility includes a
$15.0 million letter of credit sub-facility, with letters of
credit reducing availability under the revolving credit facility.
In addition, on February 17, 2004 the company completed the sale
of $306.0 million ($225.3 million of proceeds) principal amount at
maturity of 11 1/8% Senior Secured Discount Notes due 2009. The
proceeds of this offering and borrowings under the new revolving
credit facility were used to repay and terminate the credit
facilities that existed at December 31, 2003.

As of March 31, 2004, the company had approximately $77.4 million
of working capital. The company was unable to borrow more than $45
million under its new revolving credit facility as of March 31,
2004 until it put in place certain deposit control agreements.
These deposit control agreements were put in place in April 2004.
If these deposit control agreements had been in place as of March
31, 2004, subject to the next sentence, the company would have had
on a pro forma basis approximately $80.3 million available for
borrowings under our new $100.0 million revolving credit facility,
with outstanding borrowings of approximately $8.3 million and
approximately $6.1 million of letters of credit issued under its
revolving credit facility. The borrowings under the new revolving
credit facility may be limited at any given time to 75% of the
lesser of the total commitment at such time and the borrowing base
in effect at such time if the fixed coverage ratio defined in the
new revolving credit facility is less than or equal to 1.10 to
1.00. The company's outstanding borrowings under its revolving
credit facility fluctuate significantly during each quarter as a
result of the timing of payments for raw materials, capital and
interest, as well as the timing of customer collections.

At March 31, 2004, Pliant Corporation's balance sheet shows a
total stockholders' deficit of $436,432,000 compared to a deficit
of $407,124,000 at December 31, 2003.

                        About the Company

Pliant Corporation is a leading producer of value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  Pliant operates 25
manufacturing and research and development facilities around the
world and employs approximately 3,250 people.


PRESTOLITE: S&P Withdraws Ratings After First Atlantic Acquisition
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B-' corporate
credit rating and other debt ratings on Prestolite Electric Inc.
following the acquisition of Prestolite by an affiliate of First
Atlantic Capital Ltd. (unrated). In conjunction with the
acquisition, Prestolite has called its senior notes for
redemption.


PRIMEDIA INC: S&P Assigns B Rating to $275 Million Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
publishing company PRIMEDIA Inc.'s $275 million, privately placed,
Rule 144A senior notes due 2010.

In addition, Standard & Poor's affirmed its 'B' corporate credit
and other outstanding ratings on New York, N.Y.-based PRIMEDIA.
    
The rating outlook is stable.

The company expects to use the new issue to redeem its $175.0
million Series J preferred stock and reduce the amount outstanding
under its bank term loans.

Total debt and preferred stock as of March 31, 2004, totaled about
$2.2 billion.
     
"The rating on PRIMEDIA reflects its large debt, its preferred
stock burden, and its weak credit measures," said Standard &
Poor's credit analyst Hal Diamond. "These factors are offset by
the company's good overall business position in the publishing
industry."

PRIMEDIA holds positions in various publishing industry sectors,
including special interest and trade magazines, apartment guides,
and classroom and workplace education. The company's traditional
media operations have gained some downside protection from the
diversity of the business mix and the array of advertising and
circulation revenue streams. Although some individual properties
have experienced competitive pressures or are sensitive to
economic trends, the balanced base of operations is expected to
generate fairly stable profitability.

PRIMEDIA's specialty interest magazine portfolio, which accounts
for a significant percentage of the company's EBITDA, has
exhibited only modest cyclicality because of its concentration of
lead generation advertising, as opposed to more cyclical brand
advertising. However, the company's trade magazine profitability
has been under pressure, like that of many other players.
Education and training operations have also been underperforming.
While PRIMEDIA has made good progress in reducing the cost base of
acquired properties, operating synergies have been difficult to
achieve because of the disparate nature of operations.


RELIANT ENERGY: Posts $46 Million First Quarter Operating Loss
--------------------------------------------------------------
Reliant Energy, Inc. (NYSE: RRI) reported a loss from continuing
operations of $46 million, or  $0.15 per share, for the first
quarter of 2004, compared to a loss from continuing operations of
$52 million, or $0.18 per share, for the same period of 2003.

"First quarter results were consistent with the 2004 outlook we
provided last quarter.  While wholesale market conditions were
weaker than the first quarter of 2003, we are seeing indications
that the wholesale market is firming.  Increasingly, we are using
our improved liquidity to reduce our exposure to short-term market
volatility and capture economic benefits where we see market
improvements," said Joel Staff, chairman and chief executive
officer.  "The retail business continues to be successful in
retaining customers in the Houston area and expanding our business
into other parts of Texas, New Jersey and Maryland.  Over the last
twelve months, we have added over 150,000 customers."

"In our last earnings call, we identified strategic goals that
will position us for future success and growth," Staff added.  
"During the first quarter we made significant progress toward
achieving these goals by streamlining the organization and
beginning to redesign our processes and systems.  To date, we have
identified over half of our announced $200 million cost reduction
program and remain confident we will achieve that goal."

Reliant Energy Services is the subsidiary of Reliant Resources
responsible for purchasing fuel for and marketing the power
produced by its generation facilities.

As reported in the Troubled Company Reporter's April 13, 2004
edition, a federal grand jury in San Francisco, California,
returned a six-count indictment against Reliant Energy Services,
Inc., two former employees and two current employees.  The company
is charged with manipulation of the price of electricity -- a
commodity in interstate commerce -- in violation of the Commodity
Exchange Act, 7 U.S.C. Sec. 13(a)(2).  Four counts of wire fraud
arise from payments by and to Reliant for the allegedly overpriced
electrons. The sixth count alleges the defendants conspired and
schemed with one another, bilking Californians out of $32 million
in a two-day period in June 2000.

A full-text copy of the Indictment is available at no charge at:

http://news.findlaw.com/hdocs/docs/energy/usreliant40804ind.pdf

In January 2003, Reliant entered into a settlement agreement with
the Federal Energy Regulatory Commission regarding the same
actions that are the subject of the indictment. In the settlement,
Reliant neither admitted, nor denied, that these actions affected
prices in any market, or violated any law, tariff or regulation.

Reliant Resources, Inc., based in Houston, Texas, provides
electricity and energy services to retail and wholesale customers
in the U.S., marketing those services under the Reliant Energy
brand name.  The company provides a complete suite of energy
products and services to more than 1.8 million electricity
customers in Texas ranging from residences and small businesses to
large commercial, industrial and institutional customers.  Reliant
also serves large commercial and industrial clients in the PJM
(Pennsylvania, New Jersey, Maryland) Interconnection.  The company
has approximately 20,000 megawatts of power generation capacity in
operation, under construction or under contract. For more
information, visit http://www.reliantresources.com/

Fitch rates Reliant Resources Inc. as follows:

        -- Senior secured debt 'B+';
        -- Senior unsecured debt 'B';
        -- Convertible senior subordinated notes 'B-';
        -- Rating Outlook Stable.


ROCKWELL MEDICAL: 1st Quarter 2004 Conference Call Set for May 10
-----------------------------------------------------------------
Rockwell Medical Technologies, Inc. (Nasdaq: RMTI) announced that
it will hold a conference call on Monday, May 10, 2004 at 11:00
a.m. EDT to discuss the results for the first quarter of 2004. Rob
Chioini, Chairman and CEO, and Thomas Klema, CFO, will be hosting
the call to review Rockwell's results and answer questions from
investors.

     The call will be held on:

     Monday, May 10, 2004
     Starting Time 11:00 a.m. Eastern Time
     Dial in Number:  888-896-0862

When calling in please refer to the Rockwell Medical Technologies,
1st Quarter 2004 Conference Call and provide the operator with
your name and company affiliation.

Investors who prefer to participate using the Internet may access
the following link for Real Player:

  http://orion.calleci.com/servlet/estreamgetevent?id=3728&folder=default

Or for Windows Media Player:
       
  http://orion.calleci.com/servlet/estreamgetevent?id=3730&folder=default

International Investors may dial in directly on 973-935-8597

Investors who are unable to listen to the Rockwell earnings
conference call will be able to access a replay via the company's
Web site at http://www.rockwellmed.com/

There will be no telephone replay.

Rockwell Medical Technologies, Inc. is an innovative leader in
manufacturing, marketing and delivering high-quality dialysis
solutions, powders and ancillary products that improve the quality
of care for dialysis patients.  Dialysis is a process that
duplicates kidney function for those patients whose kidneys have
failed to work properly and suffer from chronic kidney failure, a
condition also known as end stage renal disease (ESRD). There are
an estimated 350,000 dialysis patients in the United States and
the incidence of ESRD has increased 6-8% on average each year over
the last decade.  Rockwell's products are used to cleanse the ESRD
patient's blood and replace nutrients in the bloodstream.  
Rockwell offers the proprietary Dri-Sate(R) Dry Acid Mixing
System, RenalPure(TM) Liquid Acid, RenalPure(TM) Powder
Bicarbonate, SteriLyte(R) Liquid Bicarbonate, Blood Tubing Sets,
Fistula Needles and a wide range of ancillary dialysis items.  
Visit Rockwell's Web site at http://www.rockwellmed.com/for more  
information.
                        *   *   *

As reported in the Troubled Company Reporter's March 30, 2004
edition, Rockwell Medical Technologies, Inc. (Nasdaq: RMTI), a
leading, innovative hemodialysis concentrate manufacturer in the
healthcare industry, provided an announcement that its financial
statements for the year ended December 31, 2003, filed on March
19, 2004, with the Securities and Exchange Commission in the
Company's Annual Report on Form 10-KSB, contained a going concern
qualification from its auditors.  

The Company's audited financial statements have contained a going
concern opinion since its inception in 1997.


SMA PROPERTIES LP: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: SMA Properties, LP
        424 South Central Expressway
        Dallas, Texas 75201

Bankruptcy Case No.: 04-35195

Chapter 11 Petition Date: May 4, 2004

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  Joyce W. Lindauer, Attorney at Law
                  12900 Preston Road, Suite 1050
                  Dallas, TX 75230-1325
                  Tel: 972-503-4033

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


SMTC CORPORATION: Will Release First Quarter Report on May 17
-------------------------------------------------------------
SMTC Corporation (Nasdaq: SMTX) (TSX: SMX), a global electronics
manufacturing services (EMS) provider, has scheduled the release
of its first quarter results on May 17th, 2004, followed by a
teleconference to be held at 5:00 PM EST. Those wishing to listen
to the teleconference should access the webcast at the investor
relations section of SMTC's website http://www.smtc.com/.A  
rebroadcast of the webcast will be available on SMTC's website
following the teleconference.

Participants should ensure that they have a current version of
Microsoft Windows Media Player before accessing the webcast.

Members of the investment community wishing to ask questions
during the teleconference may access the teleconference by dialing
416-640-4127 or 1-800-814-4859 ten minutes prior to the scheduled
start time. A rebroadcast will be available following the
teleconference by dialing 416-640-1917 or 1-877-289-8525, pass
code 21049444 followed by the pound key.

SMTC Corporation is a global provider of advanced electronic
manufacturing services to the technology industry. SMTC offers
technology companies and electronics OEMs a full range of value-
added services including product design, procurement, prototyping,
printed circuit assembly, advanced cable and harness interconnect,
high precision enclosures, system integration and test,  
comprehensive supply chain management, packaging, global
distribution and after-sales support. SMTC is a public company
incorporated in Delaware with its shares traded on the Nasdaq
National Market System under the symbol SMTX and on The Toronto
Stock Exchange under the symbol SMX. Visit SMTC's web site,
http://www.smtc.com/,for more information about the Company.

                     *   *   *

As reported in the Troubled Company Reporter's April 8, 2004
edition, SMTC Corporation (Nasdaq: SMTX, TSX: SMX), filed its
annual report on Form 10-K with the United States Securities and
Exchange Commission on March 30, 2004. In response to a recent
Nasdaq requirement, SMTC announced that the Auditors' Report,
included in the Company's Annual Report on Form 10-K, included an
unqualified audit opinion with an explanatory paragraph related to
uncertainties about the Company's ability to continue as a going
concern, based upon the Company's historical financial performance
and the classification of its long-term debt as a current
liability at December 31, 2003, due to its maturity on
October 1, 2004.

The going concern issue is expected to be resolved as a result of
the series of recapitalization transactions, as announced on
February 17, 2004, which addressed the nearing maturity of the
debt. On March 4, 2004, the Company closed an equity private
placement into escrow for net proceeds of Cdn$37 million
(approximately US$26.7 million based on the exchange rate on
the closing date of the private placement). The private placement
and other components of the recapitalization transactions are
subject to stockholder approval. The Company expects to seek
approval for those transactions at the Annual Meeting in May 2004.
Separately, SMTC is addressing its financial performance by the
implementation of a multi-phased turnaround plan. The operational
restructuring phase has been completed, resulting in alignment of
costs with expected revenue. Further phases of the turnaround plan
are underway that are designed to improve revenue and earnings
going forward.


SMTC CORPORATION: Shareholders' Meeting Set for May 20 in Toronto
-----------------------------------------------------------------
SMTC Corporation (Nasdaq: SMTX) (TSX: SMX), a global electronics
manufacturing services (EMS) provider, has scheduled its Annual
General Meeting to be held at Le Royal Meridien King Edward Hotel,
37 King Street East, Toronto on Thursday, May 20th at 11:00 a.m.
The Company is seeking shareholder approval of its previously
announced private placement of equity securities as well as other
components of the  recapitalization transaction. Shareholder
approval will allow for the completion of the recapitalization
transaction and the release of funds currently held in escrow.
Mailing of the proxy statement and related materials to the
Shareholders of Record has begun, and the Company encourages
Shareholders to exercise their vote.

The Company continues its recruitment activities to select a new
Chief Financial Officer and expects to announce the appointment
shortly. As expected, Mr. Marwan Kubursi, SMTC's Interim Chief
Financial Officer, has resigned from the Company to resume his
career in investment banking. Until a new Chief Financial Officer
is named, Ms. Linda Millage, currently Director of External
Reporting, will assume the interim CFO position. Ms. Millage
joined the Company in August, 2000 and has worked closely with Mr.
Kubursi to pursue an orderly transition.

"We are progressing with our recruitment activities to select our
new Chief Financial Officer and expect to announce an appointment
in the near future," stated Mr. John Caldwell, Chairman, President
and CEO. "Marwan has made an important contribution to SMTC and we
wish him well in his new endeavor. With Linda's considerable
Company knowledge and expertise we expect the transition to the
interim CFO will be a smooth one".

SMTC also announced that on April 22, 2004, it received
notification from Nasdaq Listing Qualifications that SMTC's Common
Stock failed to maintain a minimum market value of publicly held
shares of $15,000,000 and a minimum bid price of $1.00 per share
for continued listing. Under NASD Marketplace Rules, Nasdaq has
provided SMTC with a grace period of 90 calendar days, or until
July 21, 2004, to regain compliance with the minimum market value
of publicly held shares requirement and a grace period of 180
calendar days, or until October 19, 2004, to comply with the
minimum bid price requirement. If SMTC fails to comply with either
requirement by the end of the applicable grace period (and, in the
case of the minimum bid price requirement, if not granted an
extension to the grace period, as permitted under Marketplace
Rules), SMTC's Common Stock may be delisted from trading on The
Nasdaq National Market. SMTC believes that successful completion
of the recapitalization transactions prior to the applicable
deadlines should enable SMTC to achieve compliance with these
Nasdaq requirements.

SMTC Corporation is a global provider of advanced electronic
manufacturing services to the technology industry. SMTC offers
technology companies and electronics OEMs a full range of value-
added services including product design, procurement, prototyping,
printed circuit assembly, advanced cable and harness interconnect,
high precision enclosures, system integration and test,  
comprehensive supply chain management, packaging, global
distribution and after-sales support. SMTC is a public company
incorporated in Delaware with its shares traded on the Nasdaq
National Market System under the symbol SMTX and on The Toronto
Stock Exchange under the symbol SMX. Visit SMTC's web site,
http://www.smtc.com/,for more information about the Company.

                         *   *   *

As reported in the Troubled Company Reporter's April 8, 2004
edition, SMTC Corporation (Nasdaq: SMTX, TSX: SMX), filed its
annual report on Form 10-K with the United States Securities and
Exchange Commission on March 30, 2004. In response to a recent
Nasdaq requirement, SMTC announced that the Auditors' Report,
included in the Company's Annual Report on Form 10-K, included an
unqualified audit opinion with an explanatory paragraph related to
uncertainties about the Company's ability to continue as a going
concern, based upon the Company's historical financial performance
and the classification of its long-term debt as a current
liability at December 31, 2003, due to its maturity on
October 1, 2004.

The going concern issue is expected to be resolved as a result of
the series of recapitalization transactions, as announced on
February 17, 2004, which addressed the nearing maturity of the
debt. On March 4, 2004, the Company closed an equity private
placement into escrow for net proceeds of Cdn$37 million
(approximately US$26.7 million based on the exchange rate on
the closing date of the private placement). The private placement
and other components of the recapitalization transactions are
subject to stockholder approval. The Company expects to seek
approval for those transactions at the Annual Meeting in May 2004.
Separately, SMTC is addressing its financial performance by the
implementation of a multi-phased turnaround plan. The operational
restructuring phase has been completed, resulting in alignment of
costs with expected revenue. Further phases of the turnaround plan
are underway that are designed to improve revenue and earnings
going forward.


SOLUTIA INC: Names Jeffry N. Quinn as New President & CEO
---------------------------------------------------------
Solutia Inc. (OTC Bulletin Board: SOLUQ), a leading manufacturer
and provider of performance films, specialty chemicals and an
integrated family of nylon products, announced several changes in
its senior management, effective immediately.

Jeffry N. Quinn, Solutia's current Senior Vice President, General
Counsel and Chief Restructuring Officer, has been named President
and Chief Executive Officer. Mr. Quinn has also been elected to
the Company's Board of Directors.

Luc De Temmerman, the current Vice President and General Manager
of Solutia's Performance Products division, has been named Senior
Vice President and Chief Operating Officer. Mr. De Temmerman will
remain the head of the Performance Products division and assume
broader enterprise-wide responsibilities.

James M. Sullivan, the Company's current Vice President and
Corporate Controller, has been named Senior Vice President and
Chief Financial Officer.

Solutia also announced that John F. Saucier, currently Vice
President and General Manager of the Company's Integrated Nylon
division, has been named President of the Integrated Nylon
division.

De Temmerman, Sullivan and Saucier will report to Mr. Quinn.

Finally, Solutia announced that Paul H. Hatfield, a member of
Solutia's Board of Directors since 1997, has been elected non-
executive Chairman of the Board, succeeding Mr. Hunter who has
been Solutia's Chairman and Chief Executive Officer since 1999.

Mr. Quinn and Mr. Sullivan will succeed John C. Hunter and Robert
A. Clausen, respectively, both of whom have announced their
intention to retire from Solutia effective May 31, 2004.

On behalf of Solutia's Board of Directors, Mr. Hatfield said,
"This is an important juncture in Solutia's history. The Company
will continue to need proven, talented and focused leaders who are
not only capable of dealing with the complex challenges we face
today, but also have the ability to build an enduring future for
the Company. The Board is confident that it has those leaders in
this new top management team. They are each experienced executives
and possess broad and deep knowledge of our businesses. Their
collective experience and knowledge will provide a strong
foundation for this Company as it pursues a strategic plan for the
future."

Mr. Hunter added, "This is clearly the right team to lead Solutia
at this critical time. Jeff, in particular, has a proven history
of successfully handling challenging situations and his experience
in that kind of environment will be invaluable to Solutia in the
important weeks and months ahead as the Company restructures
itself for a successful emergence from Chapter 11."

Mr. Quinn stated, "This is an exciting opportunity for me and the
other members of the new leadership team. There is no question
that Solutia's situation presents many challenges. However, we are
anxious to meet those challenges. We look forward to the
opportunity to refocus and re-energize this Company, and
ultimately to bring it out of Chapter 11. We intend to do whatever
it takes to achieve those goals and make this Company a success."

Mr. Quinn continued, "I believe in Solutia and its people. I look
forward to partnering with Luc, Jim and John to lead Solutia. We
are very excited about the opportunity to work closely with Paul
Hatfield, a seasoned executive with many years of experience, and
a proven record of performance. Knowing that we will be able to
call on his knowledge and expertise, along with the knowledge and
expertise of our entire Board, gives me great confidence and
optimism about our future. Working with our Board and our
creditors, I am confident that we can maximize the value of
Solutia."

Mr. Hatfield expressed the entire Company's gratitude to Mr.
Hunter and Mr. Clausen for their leadership and service to Solutia
during their tenures. "Everyone at Solutia is grateful to John and
Bob for all they have done for this Company. We wish them well."

Prior to joining Solutia in 2003, Mr. Quinn, 45, was Executive
Vice President, Chief Administrative Officer, Secretary and
General Counsel of Premcor Inc., one of the nation's largest
independent oil refiners, with responsibilities including the
legal, human resources, governmental and public affairs
activities, and strategic planning functions. Before joining
Premcor, he was Senior Vice President of Law and Human Resources,
Secretary and General Counsel of Arch Coal, Inc., the nation's
second largest coal producer. He obtained a B.S. degree in
engineering from the University of Kentucky in 1981, and a J.D.
degree from the University of Kentucky School of Law in 1984.

Luc De Temmerman, 49, has led Solutia's Performance Products
division since the beginning of 2003 and has been with Solutia
since it was spun off from the former Monsanto Company in 1997.
Prior to that, he worked for the former Monsanto Company for
thirteen years. At Monsanto he worked in several North American
and European locations performing technical, marketing and
commercial functions. Mr. De Temmerman holds a Master of Sciences
degree in Chemical Engineering and a doctorate in Applied Sciences
from the University of Leuven, Belgium, and a degree in Business
Administration from Brussels University, Belgium.

Mr. Sullivan, 43, has served as Solutia's Vice President and
Controller since 2000 and has been with Solutia since it was spun
off from the former Monsanto Company in 1997. Prior to that, he
worked in the former Monsanto Company's finance organization for
over thirteen years. He graduated from St. Louis University in
1983 with a degree in Business Administration and earned a M.B.A.
from Washington University in 1994.

Mr. Saucier, 50, has served as Solutia's Vice President and
General Manager of Integrated Nylon since 2001 and prior to that
was the Company's Vice President for Strategy and Growth. He
joined Monsanto in 1979 and held various positions in the
engineering, manufacturing and marketing areas. He has B.S. and
M.S. degrees in Mechanical Engineering from the University of
Missouri, and a M.B.A. from Washington University.

Mr. Hatfield, 68, has been a member of Solutia's Board of
Directors since 1997. He is a Principal of Hatfield Capital Group,
a private investment company. He served as Chairman, President and
Chief Executive Officer of Petrolite Corporation until July 1997.
Previously, he worked for Ralston Purina Company from 1959 until
his retirement in 1995. He served as a Vice President of Ralston
as well as the President and Chief Executive officer of Protein
Technologies International, Inc., then a wholly-owned subsidiary
of Ralston. He serves as a Board member of Bunge Limited, Maritz
Inc. and Stout Industries. Additionally, Mr. Hatfield is Chairman
of the Board of Penford Corporation and Chairman of the Board of
Boyce Thompson Institute for Plant Research. He is also a member
of the Advisory Board for International Institute for Plant
Research.

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


SQUAW CREEK ESTATES: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Squaw Creek Estates, LLC
        1510 Arden Way #305
        Sacramento, California 95815

Bankruptcy Case No.: 04-24109

Chapter 11 Petition Date: April 22, 2004

Court: Eastern District Of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: Mike K. Nakagawa, Esq.
                  Nakagawa & Rico
                  2151 River Plaza Drive #195
                  Sacramento, CA 95833
                  Tel: 916-923-2800

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 3 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Cascade Acceptance Corp.      No claim against        $6,000,000
P.O. Box 400                  Debtor. Security    
Mill Valley, CA 94942         interest only.

Gilbert H. Brown &            Accountant fees           $250,000
Associates, Inc.

Ray Wright Construction Inc.  Trade debt                $100,000


STELCO: Welcomes Court Decision Denying Unions Leave to Appeal
--------------------------------------------------------------
Stelco Inc. (TSX:STE) has commented on Wednesday's ruling denying
several local unions of the United Steelworkers of America (USWA)
leave to appeal a decision of the Superior Court of Justice
(Ontario) that the Company was insolvent under the Companies'
Creditors Arrangement Act (CCAA).

Courtney Pratt, Stelco President and Chief Executive Officer,
said, "We welcome this decision because now we can focus on
pursuing a successful restructuring.

"I invite our union representatives to join with us in the
meaningful discussions that must begin soon. A successful
restructuring is the only available means of achieving a positive
outcome and our common goal - a viable and competitive Stelco
providing well-paying jobs to our employees, security to our
retirees, and a range of benefits to the community."

Stelco Inc. is a large and diversified Canadian steel producer. It
is involved in all major segments of the steel industry through
its integrated steel business, mini-mills, and manufactured
products businesses. Stelco has a presence in six Canadian
provinces and in two states of the United States. Consolidated net
sales in 2002 were $2.8 billion.  To learn more about Stelco and
its businesses, go to http://www.stelco.ca/


SUN COMMUNITIES: Fitch Lowers to BB & Withdraws Issuer Rating
-------------------------------------------------------------
Fitch Ratings downgrades to 'BB' from 'BBB-' and withdraws its
Issuer Rating for Sun Communities Operating Limited Partnership
following the company's announcement that it will reposition its
balance sheet with secured debt and alter its financing strategy
going forward. Further, Fitch Ratings will withdraw its Senior
Unsecured Ratings on Sun Communities Operating Limited
Partnership's outstanding $350 million which have been
substantially tendered in connection with the company's pending
recapitalization.

On April 8, 2004, Sun Communities, Inc. (SUI) announced a cash
tender offer for each of Sun Communities Operating Limited
Partnership's, its majority owned operating partnership
subsidiary, four outstanding unsecured bond issues totaling $350
million. Additional terms of the tender provided that a tender of
two thirds of the bond would allow for an amendment to the bond
indenture eliminating the financial covenants. Sun Communities
included the following information in its tender announcement, "In
our view, the established stability of the revenue streams in our
asset sector and of our Company in particular, supports prudent
increases in debt ratios above those permitted by the Note
restrictions." In connection with this balance sheet
repositioning, Sun Communities has received commitments of $250
million from Fannie Mae and $500 million from Bank of America CMBS
Capital Markets in secured funding.

Pro forma for the transaction, debt to undepreciated book capital
will increase from 55% at March 31, 2004 to 63% and debt plus
preferred stock will increase from 58% to 66%. Further,
substantially all of the company's assets will be encumbered. Debt
service coverage will likewise decline when adjusted to reflect
fixed rate borrowing costs as a result of increased leverage. This
decline will be somewhat offset by the benefits of refinancing in
a lower interest rate environment though the company will incur
$53 million in prepayment and transaction costs.

Sun Communities currently owns and operates a portfolio of 127
communities mainly in the Midwest and Southeast United States. The
company's properties are comprised of over 43,870 developed sites
and approximately 6,750 additional sites available for
development.


SUPERIOR ESSEX: Reports Revenue Growth & Net Income for Q1 2004
---------------------------------------------------------------
Superior Essex Inc. (OTC Bulletin Board: SESX), one of the largest
wire and cable companies in North America, reported revenues of
$302 million for the quarter ended March 31, 2004 and net income
of $1.4 million, or $0.08 per share. Net income for the quarter
includes $1.1 million, or $0.04 per share after tax, in
restructuring items and other charges.

"I am very encouraged by this quarter's strong results," noted
Stephen M. Carter, Chief Executive Officer of Superior Essex Inc.
"We achieved positive net income in our first full reporting
quarter as Superior Essex. Combined revenues in our core
Communications Cable and Magnet Wire businesses grew 5% on a
copper adjusted basis compared to the first quarter of 2003, which
we believe is evidence of strengthening demand in our end markets.
Our outlook and growth prospects should be enhanced even more once
we complete the acquisition of Belden's communications cable
assets."

               Financial Results Presentation
                and Supplemental Disclosures

Superior Essex Inc. was incorporated in 2003, and on November 10,
2003 acquired the assets and businesses formerly conducted by
Superior TeleCom Inc. through a Plan of Reorganization under
Chapter 11 of the Bankruptcy Code. Superior TeleCom's historical
results for the 2003 first quarter are being presented along with
the results of Superior Essex for the 2004 first quarter. The
historical financial results of Superior TeleCom are not
necessarily comparable with the financial results of Superior
Essex due to the adoption by Superior Essex of "fresh-start"
reporting and the significant change in capital structure
resulting from the Plan of Reorganization.

In this press release, the Company uses certain non-GAAP operating
and financial measures, including copper adjusted revenues and
Adjusted EBITDA.

              First Quarter Financial Results

For the quarter ended March 31, 2004, Superior Essex reported
revenues of $302 million, compared to $250 million reported by
Superior TeleCom in the first quarter of 2003. The increase in
revenues includes the impact of higher copper prices in the 2004
first quarter compared to 2003. Adjusted to a constant cost of
copper, combined revenues from the Company's core businesses
(Communications Cable and Magnet Wire) grew 5% in the 2004 first
quarter, offset by a planned scale back in outside copper rod
sales of 18%. As a result of the reduction in outside copper rod
sales, total copper adjusted revenues in the first quarter of 2004
increased less than 1% as compared to the first quarter of 2003.
On a sequential basis, 2004 first quarter copper adjusted revenues
grew 10% over the fourth quarter of 2003, including seasonal
revenue growth in both Communications Cable and Magnet Wire.

Operating income for the first quarter of 2004 totaled $7.6
million, compared to operating income of $1.2 million in the first
quarter of 2003. The 2004 first quarter results included $1.1
million of restructuring items and other charges, while the first
quarter 2003 results included $4.2 million in similar charges. The
increase in first quarter 2004 operating income also reflects $2.6
million in lower depreciation charges in 2004 resulting from the
application of fresh start reporting.

Adjusted EBITDA was $13.8 million in the first quarter of 2004,
compared to $13.1 million in the first quarter of 2003. The
increase in Adjusted EBITDA was the result of several factors,
including increased revenues in the Communications Cable segment
and more favorable pricing of outside copper rod sales.

            Business Segment Operating Results

The Communications Cable segment reported 2004 first quarter
revenues of $91 million, a 21% increase over first quarter 2003
revenues of $75 million. On a copper adjusted basis, 2004 first
quarter revenues increased 13% as compared to the first quarter of
2003. Sales were stronger in all three product lines -- outside
plant (OSP) copper cable, fiber optic cable, and premise wire and
cable. While a portion of the comparative increase was likely
attributable to an acceleration of cable purchases by certain
customers in advance of contractual copper price increases, the
Company believes the revenue gains also reflect a general
strengthening of market conditions that has continued from the
fourth quarter of 2003.

The Magnet Wire and Distribution segment reported 2004 first
quarter revenues of $146 million, compared to $124 million in the
first quarter of 2003. On a copper adjusted basis, the Magnet Wire
segment achieved its first quarter over quarter revenue growth
since the beginning of the U.S. industrial recession in late 2000.
Copper adjusted revenues increased just under 1% compared to the
first quarter of 2003. These results reflect increased shipments
through the Company's distribution subsidiary, Essex Brownell,
offset by lower sales to several major industrial motor customers
due to overstocked inventory levels at the end of 2003.

The Copper Rod segment reported revenues of $65 million in the
2004 first quarter, compared to $51 million in the 2003 first
quarter. On a copper adjusted basis, revenues in the 2004 first
quarter declined 18% as compared to the 2003 first quarter. This
reduction in outside copper rod sales reflects a planned scale
back of total copper rod output in the latter half of 2003 to
balance internal copper rod demand requirements with copper rod
available for sale to outside third parties.

         Debt, Capital Structure and Liquidity

The Company reported total debt at March 31, 2004 of $229.5
million, compared to $200 million at December 31, 2003. The
increase reflects higher working capital requirements due in part
to higher copper prices and the resulting increases in sales and
accounts receivable. In addition, the first quarter typically
represents the seasonal peak net working capital usage period as
compared to year-end, which is typically the seasonal low point.
Total stockholders' equity at March 31, 2004 was $168 million.

The Company's total debt at March 31, 2004 included $145 million
in 9.5% Senior Notes, $71 million drawn on its revolving credit
facility and $13 million in other debt. In March 2004, the Company
increased the revolving credit facility from $125 million to $150
million in response to higher working capital requirements
attributable to higher copper prices. On May 3, 2004, the
revolving credit facility was further expanded to $175 million to
provide additional liquidity upon completion of the Belden asset
acquisition. At March 31, 2004, the Company had $66 million in
cash and available liquidity under its revolving credit facility.

On April 14, 2004, the Company's principal operating subsidiaries,
Superior Essex Communications LLC and Essex Group, Inc., completed
a $257 million 144A offering of 9% Senior Notes due 2012. The
notes were issued at a purchase price of 97.24%, resulting in
approximately $250 million of cash proceeds. The Company is using
the proceeds to redeem the $145 million in 9.5% Senior Notes,
repay a portion of its revolving credit facility indebtedness,
fund its acquisition of certain assets from operating subsidiaries
of Belden and pay fees and expenses. Approximately $52.3 million
of the proceeds have been placed in escrow pending completion and
funding of the Belden asset acquisition.

               Stephen Carter's CEO Comments

Commenting on first quarter results, Stephen M. Carter, Chief
Executive Officer of Superior Essex, noted, "I am extremely
pleased with our results in the Company's first full quarter of
operations. We reported a net profit and achieved revenue growth
in both of our core business segments compared to the first
quarter of 2003. Underlying these results, we saw a continuation
of the business trends and improving demand levels experienced in
the latter half of 2003."

"Our Communications segment in particular achieved strong revenue
growth for the second straight quarter and is showing signs of
continued strength. This revenue growth and our market position
should be further enhanced when we complete the acquisition of
selected copper communications cable assets from Belden. This key
strategic acquisition should lead to a significant increase in
revenues, and should also result in improvements in capacity
utilization and fixed cost absorption. We are also encouraged by
the recent growth in our premises and fiber optics businesses. We
see opportunities to gain further market share in these areas,
particularly in light of recent movements toward further industry
consolidation among the major competitors in each business."

"Our Magnet Wire segment also managed to achieve revenue growth
for the first time in several years. This growth was achieved
primarily through our Essex Brownell distribution business, which
has produced stronger results since the completion of the
financial restructuring. Overall, I am confident that we have seen
the market trough in North American demand for magnet wire and
that we can expect some improvements in the industrial markets
through the remainder of 2004."

"As we continue to emphasize top line growth in our core
businesses, we are also focused on maintaining and improving upon
our low-cost position. To this end, I recently initiated our
Engineering For Growth (EFG) program, through which we will
evaluate a number of financial and operating efficiency
initiatives, including systems improvements, supply chain
management, manufacturing productivity and working capital
enhancements. We believe that the EFG program will lead to
substantial cost savings and a continued cost advantage over our
competitors."

                           Outlook

"As we look to the remainder of 2004, we are optimistic about
recent demand improvements, particularly in our Communications
Cable segment. We also believe that the strengthening economy will
lead to better dynamics in industrial markets, resulting in
growing demand for magnet wire in North America."

"We believe that we will benefit from these improving market
conditions through the balance of 2004, at both the sales and net
income level. As we look at the second quarter of 2004, there has
been considerable speculation about the impact of the volatile
copper market on revenues and profitability. While we did have
some acceleration of customer purchases in the first quarter and
some backlog orders placed in advance of contractual price
increases, we still expect to achieve sequential quarter copper
adjusted revenue and Adjusted EBITDA growth, before considering
any EBITDA contribution or one-time charges related to the Belden
acquisition."

"The Belden acquisition, which we expect to close in May, should
produce immediate revenue benefits and sizeable cost synergies.
Over the first three to four months, the incremental revenues will
yield a lower profit contribution while we work through purchased
inventory and incur one-time transitional expenses and charges,
primarily associated with the relocation and installation of
acquired machinery and equipment into our plants. Beyond this
initial transition, this acquisition is expected to yield
significant benefits, including a substantial increase in revenues
at enhanced incremental margins."

                     About Superior Essex

Superior Essex Inc. is one of the largest North American wire and
cable manufacturers and among the largest wire and cable
manufacturers in the world. Superior Essex manufactures a broad
portfolio of wire and cable products with primary applications in
the communications, magnet wire, and related distribution markets.
The Company is a leading manufacturer and supplier of copper and
fiber optic communications wire and cable products to telephone
companies, distributors and system integrators; a leading
manufacturer and supplier of magnet wire and fabricated insulation
products to major original equipment manufacturers (OEM) for use
in motors, transformers, generators and electrical controls; and a
distributor of magnet wire, insulation, and related products to
smaller OEMs and motor repair facilities. Additional information
can be found at http://www.superioressex.com/

                           *   *   *

As reported in the Troubled Company reporter's March 31, 2004
edition, Standard & Poor's Ratings Services said it affirmed its
'B+/Stable/--' corporate credit rating, its 'B+' secured debt
rating, and its 'BB' senior secured bank loan rating on Atlanta,
Georgia-based Superior Essex Inc. At the same time, Standard &
Poor's assigned its 'B' rating to Superior Essex's proposed $275
million senior unsecured notes due 2012.

The corporate credit rating reflects a below average business
profile, characterized by cyclical operating volatility and low
profitability and returns, partially offset by a solid financial
profile for the rating, and strong market positions in certain
segments of the cable and wire industry.


SWIFTCOMM: California Bankruptcy Court Confirms Chapter 11 Plan
---------------------------------------------------------------
The law firm of Marshack Shulman Hodges & Bastian LLP (MSHB)
announced that the United States Bankruptcy Court in Riverside,
California has entered an order confirming the bankruptcy plan of
reorganization for Swiftcomm, Inc.

Swiftcomm, a privately held California corporation based in
Riverside, operates a state of the art data center facility
including value-added communications services. Swiftcomm filed a
voluntary chapter 11 bankruptcy on May 23, 2003 as a result of
financial pressures from its phone card and wireless Internet
divisions. Throughout the bankruptcy process, Swiftcomm refocused
its efforts on the data center operations. Swiftcomm's plan of
reorganization received overwhelming support from its creditors
and it is pleased that it went from a bankruptcy filing to a
successful reorganization in less than one year.

Donald Dye, Swiftcomm chief executive officer, said, "The fact
that we intend to provide creditors 100 cents on the dollar is
further validation that Swiftcomm has succeeded in both its
financial and operational turnaround. Swiftcomm will emerge from
bankruptcy as a vital enterprise focused on delivering value to
our customers and investors." Dye added that coming out of
bankruptcy in less than 12 months was "a testament to the hard
work of the Swiftcomm staff and Marshack Shulman Hodges & Bastian,
who worked incessantly during this period of great pressure."

         About Marshack Shulman Hodges & Bastian LLP

The firm was founded in the early 1990s by Richard Marshack, now
Of Counsel to the organization. By the mid to late 1990s, the firm
had evolved into a full-service bankruptcy law firm whose growth
rate outpaced that of the local economy. Leonard M. Shulman joined
the firm in the mid '90s to expand the firm's bankruptcy trustee
and litigation practice. Ronald S. Hodges joined the firm in 1995
and immediately contributed a depth and breadth to the firm's
emerging bankruptcy litigation department, which continues to
expand today.


TECNET: U.S. Trustee Appoints J. Robert Medlin as Examiner
----------------------------------------------------------
William T. Neary, the United States Trustee for Region 17 approves
the appointment of J. Robert Medlin, to serve as Examiner in
Tecnet Inc.'s chapter 11 estate.  

In his appointment of Mr. Medlin, the U.S. Trustee has consulted
first with James Brouner, counsel for the debtor; Michelle Mendez,
counsel for Sprint; Steven Youngman, counsel for MCI; Seymour
Roberts, counsel for Global Crossing; George Barber, counsel for
Qwest; and Wade Cooper, counsel for Broadwing.

The U.S. Trustee assures the U.S. Bankruptcy Court for the
Northern District of Texas, Dallas Division, Mr. Medlin has no
connection with the debtor, creditors, parties in interest, their
respective attorneys and accountants, to the U.S. Trustee, or any
person employed by the U.S. Trustee.

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


TELETECH: Plans to Reduce Long-Term Debt by $50 Mil in 2nd Quarter
------------------------------------------------------------------
TeleTech Holdings, Inc. (Nasdaq: TTEC), a global provider of
customer management solutions, announced its first quarter 2004
financial results. The company also filed its Quarterly Report on
Form 10-Q with the Securities and Exchange Commission for the
quarter ended March 31, 2004.

TeleTech's previously announced cost reduction initiatives enabled
the company to operate profitably during the first quarter.
TeleTech reported net income of $1.6 million or 2 cents per fully
diluted share. This compares to net income of $2.8 million, or 4
cents per diluted share, for the first quarter 2003 and to a net
loss of $2.4 million, or 3 cents per diluted share, for the fourth
quarter 2003.

Revenue for the first quarter 2004 was $266.1 million and up $20.3
million, or 8.3 percent, over the year ago quarter and up $4.5
million, or 1.7 percent, over the preceding quarter. Income from
operations was $4.9 million for the first quarter 2004 compared to
$6.9 million for the year ago quarter and $8.1 million for the
fourth quarter 2003.

As planned, included in the first quarter 2004 results was a $1.8
million pre-tax cash charge primarily related to streamlining the
company's operations. Included in the first quarter 2003 results
was a $0.6 million pre-tax benefit related to revised estimates of
restructuring charges. The fourth quarter 2003 net loss included
$1.2 million of net restructuring charges and a $5.5 million
charge for the impairment of deferred tax assets and other income
tax corrections.

    The first quarter 2004 also included:

   *  Announcing new or expanded relationships with Australia's
      largest wireless provider, a major U.S. telecommunications
      company, and AeroMexico, the largest airline in Mexico.  
      Further, the company entered into agreements with new or
      existing clients during the first quarter, including a
      telecommunications company and a major financial
      institution in Latin America, a government taxing authority
      and a telecommunications company in Europe, a multinational
      airline in the Asia Pacific region, and a healthcare
      organization in North America. In addition, Percepta was
      awarded additional business with an existing client.

   *  Ending the quarter with cash and cash equivalents of $146.6
      million, up $4.9 million from $141.7 million in the fourth
      quarter 2003, and up $28.8 million from $117.8 million in
      the year ago quarter.  Total debt was $123.4 million at
      quarter end, placing TeleTech in a net positive cash
      position of $23.2 million, calculated as cash and cash
      equivalents less total debt.

   *  Repurchasing approximately $5 million, or 790,000 shares, of
      TeleTech common stock for an average price of $6.33.

   *  Managing days sales outstanding (DSOs) on accounts
      receivable to 53 days, up slightly from 51 days at the end
      of 2003 and down from 56 days at the end of the year ago
      quarter.

   *  Generating $14.0 million of free cash flow, calculated as
      cash flow from operating activities of $25.8 million less
      capital expenditures of $11.9 million.  This compares to
      free cash flow of $18.9 million for the fourth quarter 2003
      and a negative $62.0 million for the year ago quarter.  Free
      cash flow in the year ago quarter reflected the acquisition
      of the company's corporate headquarters for $38.2 million.

                    Cost Reduction Update

In August 2003 TeleTech outlined a multi-phase profit improvement
plan, including a goal to achieve $40 million, on an annualized
run rate, of cost reductions to be achieved during 2004. These
savings are being accomplished via several initiatives, including
streamlining operations, investing in global technology and
systems enhancements, and reducing the company's cost structure in
various areas. The company believes it has achieved the full $40
million in annualized cost savings during 2004.

Today TeleTech is announcing the second phase of its plan, with
additional cost reductions to be realized over the next 12 months.
These benefits are expected to be achieved primarily in the areas
of operational improvements, reduced interest expense associated
with the $50 million debt reduction plan described below, and
lower operating expenses in the areas of telecommunications,
professional fees, and insurance.

                     Debt Reduction Plans

TeleTech has maintained a strong cash position over the last
several years and ended the first quarter with nearly $147 million
of cash and cash equivalents. In light of these factors and the
opportunity to refinance in today's interest rate market, the
Board of Directors approved a plan to structure a new $100 million
revolving credit facility and to reduce long-term debt by $50
million during the second quarter 2004.

The weighted average interest rate on the $75 million senior notes
was approximately 9 percent at March 31, 2004 and the interest
rate under the new $100 million revolver is LIBOR-based, plus an
applicable margin.

Beginning in the third quarter 2004, TeleTech's fully diluted
earnings per share will benefit from reduced interest expense as
the $50 million debt reduction is estimated to result in an
annualized net, pre-tax interest expense savings of approximately
$5 million per year.

The above plan will result in an estimated pre-tax charge in the
second quarter of approximately $9 million, of which $8 million
will be a cash charge related to the senior notes "make-whole"
payment and the remaining $1 million will be a non-cash charge to
write-off previously capitalized debt issuance costs. The company
expects to recover the $8 million charge for the senior notes
"make-whole" payment from the estimated future savings associated
with reduced interest expense.

                    Executive Commentary

Commenting on the company's results, Dennis Lacey, chief financial
officer, said, "Nearly one year ago, we announced the $40 million
cost reduction plan, combined with 'get well' plans for under-
performing client programs, to address known changes in our
business and, in particular, the scheduled cessation of certain
revenues from a client program. This plan enabled us to operate
profitably during the first quarter. However, the severance aspect
of this plan significantly impacted this quarter's operating
results by approximately $1.6 million pre-tax."

"As we begin 2004, we are announcing the second phase of our cost
reduction plan designed to further improve profitability on an
annualized basis during 2005," Lacey continued. "One element of
that plan is a $5 million reduction in annualized net interest
expense that we expect to arise from our plans to retire our
outstanding senior notes. Other aspects of this new plan relate to
our continued focus on improving results on a program- by-program
basis, enhancing productivity in our customer management centers,
and achieving further reductions in telecommunications and other
operating costs."

Kenneth Tuchman, chairman and chief executive officer, said, "We
are pleased with the progress we made during the first quarter
against the multi- phase profit improvement plan outlined last
year, and we are executing on a well-defined strategy to achieve
additional improvements. Our entire management team continues to
be sharply focused on returning to sustained profitability by
concentrating our efforts in the areas we have previously
outlined, including (1) growing new and existing client
relationships, (2) improving the profitability of certain client
programs, (3) achieving our targeted cost reduction initiatives,
and (4) developing and launching products to diversify our sales
offering."

"We are pleased with the success of our revenue diversification
efforts that, coupled with our customer management expertise,
generate measurable, long-term value for our clients," continued
Tuchman. "In addition to developing products to broaden our sales
offering, we are leveraging the technology investments we made
over the last several years to further enhance our global
technology infrastructure, drive additional efficiencies, and
improve profitability. Moreover, our business unit leaders are
aggressively expanding our global business development efforts. As
a result, our clients are increasingly taking advantage of our in-
country capabilities in strategic locations throughout the world
that deliver best-in-class customer management services, provide
standardized processes, and drive efficiencies regardless of
location. Looking ahead, we expect our business opportunities to
improve as the economy strengthens, and we plan to improve
financial performance by making significant investments in our
sales and solutions infrastructure to profitably grow our
enterprise while also strategically expanding our extensive
capabilities."

                        Sec Filings

The company's filings with the Securities and Exchange Commission
are available in the "Investors" section of TeleTech's website,
which can be found at www.teletech.com.

                      About Teletech

TeleTech is a global leader of integrated customer solutions
designed to help clients acquire, grow, and retain profitable
relationships with their customers. TeleTech has built a worldwide
capability supported by more than 33,000 professionals in North
America, Latin America, Asia-Pacific and Europe. For additional
information, visit http://www.teletech.com/

                          *   *   *

                LIQUIDITY AND CAPITAL RESOURCES

Historically, capital expenditures have been, and future capital
expenditures are anticipated to be, primarily for the development
of customer interaction centers, technology deployment and systems
integrations. The level of capital expenditures incurred in 2003
will be dependent upon new client contracts obtained by the
Company and the corresponding need for additional capacity. In
addition, if the Company's future growth is generated through
facilities management contracts, the anticipated level of capital
expenditures could be reduced. The Company currently expects total
capital expenditures in 2003 to be approximately $40.0 million to
$50.0 million, excluding the purchase of its corporate
headquarters building. The Company expects its capital
expenditures will be used primarily to open several new non-U.S.
customer interaction centers, maintenance capital for existing
centers and internal technology projects. Such expenditures are
expected to be financed with internally generated funds, existing
cash balances and borrowings under the Revolver.

The Company's Revolver is with a syndicate of five banks. Under
the terms of the Revolver, the Company may borrow up to $85.0
million with the ability to increase the borrowing limit by an
additional $50.0 million (subject to bank approval) within three
years from the closing date of the Revolver (October 2002). The
Revolver matures on December 28, 2006 at which time a balloon
payment for the principal amount is due, however, there is no
penalty for early prepayment. The Revolver bears interest at a
variable rate based on LIBOR. The interest rate will also vary
based on the Company leverage ratios (as defined in the
agreement). At June 30, 2003 the interest rate was 2.5% per annum.
The Revolver is unsecured but is guaranteed by all of the
Company's domestic subsidiaries. At June 30, 2003, $39.0 million
was drawn under the Revolver. A significant restrictive covenant
under the Revolver requires the Company to maintain a minimum
fixed charge coverage ratio as defined in the agreement.

The Company also has $75 million of Senior Notes which bear
interest at rates ranging from 7.0% to 7.4% per annum. Interest on
the Senior Notes is payable semi-annually and principal payments
commence in October 2004 with final maturity in October 2011. A
significant restrictive covenant under the Senior Notes requires
the Company to maintain a minimum fixed charge coverage ratio.
Additionally, in the event the Senior Notes were to be repaid in
full prior to maturity, the Company would have to remit a "make
whole" payment to the holders of the Senior Notes. As of June 30,
2003, the make whole payment is approximately $11.9 million.

During the second quarter of 2003, the Company was not in
compliance with the minimum fixed charge coverage ratio and
minimum consolidated net worth covenants under the Revolver and
the fixed charge coverage ratio and consolidated adjusted net
worth covenants under the Senior Notes. The Company has worked
with the lenders to successfully amend both agreements bringing
the Company back into compliance. While the Revolver and Senior
Notes had subsidiary guarantees, they were not secured by the
Company's assets. In connection with obtaining the amendments, the
Company has agreed to securitize the Revolver and Senior Notes
with a majority of the Company's domestic assets. As part of the
securitization process, the two lending groups need to execute an
intercreditor agreement. If an intercreditor agreement is not in
place by September 30, 2003, the lenders could declare the
Revolver and Senior Notes in default. The lenders and the Company
believe they will be able to execute the intercreditor agreement
by September 30, 2003. However, no assurance can be given that the
parties will be successful in these efforts. Additionally, the
interest rates that the Company pays under the Revolver and Senior
Notes will increase as well under the amended agreements. The
Company believes that annual interest expense will increase by
approximately $2.0 million a year from current levels under the
Revolver and Senior Notes as amended. The Company believes that
based on the amended agreements it will be able to maintain
compliance with the financial covenants. However, there is no
assurance that the Company will maintain compliance with financial
covenants in the future and, in the event of a default, no
assurance that the Company will be successful in obtaining waivers
or future amendments.

From time to time, the Company engages in discussions regarding
restructurings, dispositions, mergers, acquisitions and other
similar transactions. Any such transaction could include, among
other things, the transfer, sale or acquisition of significant
assets, businesses or interests, including joint ventures, or the
incurrence, assumption or refinancing of indebtedness, and could
be material to the financial condition and results of operations
of the Company. There is no assurance that any such discussions
will result in the consummation of any such transaction. Any
transaction that results in the Company entering into a sales
leaseback transaction on its corporate headquarters building would
result in the Company recognizing a loss on the sale of the
property (as management believes that the current fair market
value is less than book value) and would result in the settlement
of the related interest rate swap agreement (which would require a
cash payment and charge to operations of $4.7 million).


TOWER AIR: Ernst & Young Wants to Kill Malpractice Lawsuit
----------------------------------------------------------
As previously reported in the Troubled Company Reporter, Charles
A. Stanziale, Jr., serving as the chapter 7 trustee for the
bankruptcy estate of Tower Air, Inc., filed a multi-million
lawsuit against Ernst & Young in Baltimore -- using the same law
firm, in the same court and before the same judge involved in the
Merry-Go-Round Trustee's lawsuit a couple of years ago against
E&Y.  

Pursuant to a Bankruptcy Court order dated January 13, 2003
(Docket. No. 1653), Tower Air's Estate participates as a
beneficiary together with certain pre-petition creditors of Tower
Air, Inc., in the Tower Air, Inc., Litigation Trust.  The purpose
of the Tower Air, Inc. Litigation Trust was to investigate and
pursue possible causes of action concerning certain action and/or
inactions of Ernst & Young, LLP, Tower's former independent
auditors, financial consultants and tax advisors, to consolidate
all claims and, if warranted, to file a lawsuit for damages
against E&Y.  

                 $412 Million Lawsuit Filed

The Tower Air Litigation Trust instituted a lawsuit against E&Y on
the basis of fraud, fraudulent concealment, negligence and
malpractice and negligent misrepresentation which is pending in
the Circuit Court for Baltimore County in the State of Maryland
(Case No. C-03-2201).  

E&Y served as the independent auditor for Tower Air, Inc., almost
from the inception of Tower and from time to time served as
financial consultant and tax advisor to Tower. The matter is
presently scheduled for trial before the Maryland Court in October
2004. The Tower Air Litigation Trust is looking for a judgment
totaling:

     $103,000,000 in compensatory damages; and
      309,000,000 in exemplary or punitive damages.
     ------------
     $412,000,000

Pursuant to the terms of the Tower Air, Inc. Litigation Trust, the
Debtor's Estate would receive 50% of the net recovery from this
action.

                    E&Y Isn't Pleased

E&Y, represented by David H. Botter, Esq., at Akin Gump Strauss
Hauer & Feld LLP, isn't preparing to write a check any day soon.  

E&Y has moved to dismiss the lawsuit, arguing that Mr. Stanziale
doesn't have standing to proceed.  As the chapter 7 trustee, he is
Tower Air for all intent and purpose.  The U.S. Supreme Court's
teaching in Caplin v. Marine Midland Grace Trust Co., 406 U.S. 416
(1972), E&Y argues, makes it clear that a bankruptcy trustee can't
sue third parties on behalf of creditors.  The court in Baltimore
ignored this.

                    Tower Air's at Fault

E&Y says Tower Air and its directors and officers misled and
defrauded it.  Because Tower Air was a co-conspirator, E&Y holds
contribution claims against the Estate.  In order to file a Third
Party Complaint against the Estate and the Trustee, E&Y has
returned to the Bankruptcy Court in Wilmington asking Judge
Rosenthal to lift the automatic stay to permit that complaint to
be filed.  

                  Kill the Litigation Trust

E&Y also asks Judge Rosenthal to revisit Judge Newsome's approval
of the Litigation Trust that allowed Mr. Stanziale to join forces
with the creditors and provided $350,000 of funding to pursue the
litigation.  E&Y urges the Bankruptcy Court, on reconsideration,
that Mr. Stanziale never obtained standing to pursue the
litigation or, just as good, vacate the order approving the
Litigation Trust.

                          *   *   *

Tower Air sought chapter 11 protection on February 29, 2000, in
the United States Bankruptcy Court for the District of Delaware
(Case No. 00-1280).  From February 29, 2000 to May 3, 2000, Tower,
as a debtor-in-possession, operated as a full-service
international and domestic airline carrier until Tower abruptly
ceased (without prior notice) scheduled passenger service in early
May 2000.  Morris Nachtomi, the founder and chief executive
officer of Tower continued to operate and manage Tower as a DIP as
he did since the inception of Tower. On or about May 3, 2000, the
Bankruptcy Court entered an order authorizing the appointment of a
chapter 11 trustee.  During the DIP phase of the chapter 11, a
tremendous amount of chapter 11 administrative debt was incurred
by the DIP while operating the Debtor's business and that debt
remained unpaid.  The DIP never filed Schedules, a Statement of
Financial Affairs, nor chapter 11 monthly operating reports.  

On or about May 5, 2000, Mr. Stanziale was appointed as chapter 11
trustee for Tower.  Upon the appointment of the Trustee on or
about May 5, 2000, Mr. Nachtomi left the JFK premises of Tower and
vacated his position as chief executive officer.  The Trustee
scaled back the operations of the airline and significantly
reduced the workforce.  The Trustee maintained a limited amount of
flight activity through the charter business and the CRAF program
by virtue of the military contracts Tower serviced in order to
preserve the value of Tower as a going concern.   Additionally, by
maintaining limited flight activity, the Trustee attempted to
preserve the value of the flight operating certificates in order
to pursue a Sec. 363 sale of certain assets of Tower and maximize
a recovery to the Debtor's Estate.  By September 2000, the primary
secured creditor (GMAC Business Credit, LLC) funding Tower in the
chapter 11 case was unwilling to fund further flights operations.
Consequently, the Trustee ceased all flight activity in mid-
September 2000.  Effective December 20, 2000, the Debtor's chapter
11 case was converted to a case under chapter 7.

The Trustee was selected to serve and remain on as the chapter 7
trustee for Tower.  From December 20, 2000 until June 2001, the
Trustee operated the chapter 7 case of Tower pursuant to a Sec.
72l order [Docket No. 976] in order to effectuate an orderly
liquidation of the Debtor's assets and wind down the affairs of
the airline.  Effective June 1, 2001, the primary pre-petition
secured creditor and post petition financier, GMAC Business
Credit, LLC advised the Trustee that it would no longer allow the
use of cash collateral to fund the operating chapter 7 case, and
the Trustee was forced to terminate the skeleton crew remaining at
Tower and close the Debtor's doors at JFK.  On June 15, 2001, the
Trustee conducted a public auction of the fixtures and furniture
of Tower at the JFK location.  As of June 30, 2001, the Trustee
liquidated all of the hard assets of Tower Air, Inc. that were
located at JFK International Airport and vacated the premises of
Tower at JFK International Airport.


TRANSPORTATION TECH: S&P Junks Proposed $100MM Senior Sub. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'B'
corporate credit and other ratings on Chicago, Illinois-based
Transportation Technologies Industries Inc. (TTI) on CreditWatch
with positive implications.

Standard & Poor's also assigned its 'CCC+' subordinated debt
rating to TTI's proposed $100 million senior subordinated notes
due 2010 and placed the rating on CreditWatch with positive
implications.

The new subordinated notes are being exchanged for the company's
existing $100 million senior subordinated notes (unrated). At the
same time, Standard & Poor's affirmed its '2' recovery rating on
the first-lien credit facility, indicating the likelihood of
substantial (80%-100%) recovery of principal in the event of
default, and its '5' recovery rating on the second-lien term loan,
indicating the likelihood of negligible (25% or less) recovery of
principal in the event of a default.

At March 31, 2003, casting company had total debt (including the
present value of operating leases) of $336 million.

The CreditWatch placement occurs as a result of TTI's announced
plans for an initial public offering (IPO) and the use of proceeds
to reduce debt. Pro forma for the IPO, total debt is expected to
decrease by about $55 million. As a result of the reduction in
debt burden as well as a strong heavy-duty truck build rate, total
debt to EBITDA is expected to be about 4x, and EBITDA to interest
coverage is expected to reach 2x in 2004, stronger than Standard &
Poor's current expectations.

"Upon consummation of the IPO and the reduction of debt, we will
raise TTI's corporate credit and senior secured bank loan ratings
to 'B+' and the second-lien term loan and subordinated debt
ratings to 'B-'," said Standard & Poor's credit analyst Heather
Henyon. "At the new rating, we expect total debt to EBITDA is
expected to average 4x-4.5x, and EBITDA to interest coverage to be
about 2x through the business cycle."

TTI manufactures components for medium- and heavy-duty trucks,
buses, and specialty vehicles. Products include wheel-end
components, iron castings, truck body and chassis parts, seating
systems and steerable drive axles, with leading market positions
in their respective niches.


TRW AUTOMOTIVE: Net Debt Pared by $115MM to $2.8BB at March 31
--------------------------------------------------------------
TRW Automotive Holdings Corp. (NYSE: TRW), the global leader in
active and passive safety systems, reported first-quarter 2004
results with sales of just over $2.9 billion and net earnings of
$2 million or 2 cents per share, which includes expenses of $47
million or 48 cents per share for charges associated with debt
repayment transactions. First quarter earnings excluding these
charges were $49 million or 50 cents per share.

During first-quarter 2004, TRW Automotive Holdings Corp., which is
the parent company of TRW Automotive Inc., reduced total gross
debt by $494 million. During the quarter, the Company completed
its initial public offering (IPO) of approximately 24.1 million
shares of common stock on February 6, 2004.

In the prior year, the Company reported sales of $940 million and
net losses of $46 million for the one-month period ended March 28,
2003. This reporting period was the first month of results for the
Company following the February 28, 2003 acquisition of the former
TRW Inc.'s automotive business by affiliates of The Blackstone
Group L.P. from Northrop Grumman Corporation. The predecessor
company reported sales of $1.9 billion and net earnings of $31
million for the two-month period ended February 28, 2003.

"Although our initial public offering in February of this year
marked another major milestone in the Company's evolution, the
event does not overshadow our product development efforts and
recent operational and financial achievements," said John C.
Plant, president and chief executive officer. "These factors have
contributed to our success at winning new business at planned
rates from many of the world's leading automotive manufacturers.
By focusing on automotive safety systems and consistently offering
our customers innovative and high-quality products, we have
established ourselves as one of the world's most diversified major
automotive suppliers with leading market positions in our primary
product lines."

As a result of the Blackstone acquisition on February 28, 2003,
certain consolidated and combined financial information relating
to first-quarter 2003 contained within this release (labeled as
pro forma) has been adjusted to illustrate the estimated pro forma
effects of such acquisition and a subsequent July 2003 debt
refinancing, as if these transactions had occurred on January 1,
2003.

                  First-Quarter 2004 Compared to
                   Pro Forma First-Quarter 2003

The Company reported first-quarter 2004 sales of just over $2.9
billion, an increase of $110 million or about 4 percent from prior
year pro forma sales of $2.8 billion. The increase can be
attributed to foreign currency translation and sales of new
products, partially offset by pricing provided to customers, lower
customer volumes and a reduction in sales due to divestitures.
Operating income for first-quarter 2004 was $153 million, a
decline of $24 million compared to the prior year pro forma
operating income. This decrease occurred mainly as a result of a
$39 million decline in net pension and OPEB income due primarily
to the application of purchase accounting in 2003. Excluding this
decline, operating income increased by $15 million compared to the
previous year's pro forma operating income.

The Company reported first-quarter 2004 net earnings of about $2
million or 2 cents per share in the quarter, compared to pro forma
net earnings of $48 million in the prior year. First-quarter 2004
earnings were negatively impacted by $47 million or 48 cents per
share for prepayment premiums on high yield notes redeemed with
proceeds from the Company's initial public offering and other
expenses related to a January 2004 bank debt refinancing. The debt
repayment charges are U.S. based and therefore carry zero tax
benefit due to a U.S. tax loss position. Excluding the debt
repayment charges, the Company's first-quarter 2004 earnings were
$49 million or 50 cents per share, an increase of $1 million
compared to the prior year pro forma earnings despite having a $39
million pre-tax decline in net pension and OPEB income.

During first-quarter 2004, the Company reported pre-tax
restructuring charges of $5 million and amortization of
intangibles (principally customer relationships) of $9 million. In
comparison, the prior year quarter included $10 million of pre-tax
restructuring and other unusual charges and amortization of
intangibles of $6 million.

The Company reported EBITDA (earnings before interest, losses on
sale of receivables, gain (loss) on retirement of debt, taxes,
depreciation and amortization) of $276 million for first-quarter
2004 compared to $295 million the previous year. As described
previously, first-quarter 2004 results were negatively impacted by
a $39 million reduction in net pension and OPEB income compared to
the previous year. Excluding the effects of the $39 million
reduction, EBITDA in first-quarter 2004 improved by over 7 percent
compared to the prior year. Please see the accompanying schedules
for a reconciliation of EBITDA to the closest GAAP equivalent.

                        Capital/Liquidity

As of March 26, 2004, the Company had $3,314 million of debt and
$465 million of cash and marketable securities. At quarter-end,
net debt (defined as debt less cash and marketable securities)
totaled $2,849 million, a $115 million reduction from the level of
net debt outstanding at December 31, 2003. Gross debt was reduced
during the quarter by $494 million, which included the redemption
of $287 million, net of premiums, of portions of our Senior and
Senior-Subordinated notes with net proceeds raised from our
February IPO. Net cash outflow from operating and investing
activities during the quarter, which is typically a cash usage
quarter due to seasonality, amounted to $171 million. Capital
expenditures during the quarter totaled $67 million, compared to
$11 million and $66 million, or $77 million pro forma, for the
one-month period ended March 28, 2003 and the two-month period
ended February 28, 2003, respectively.

                           2004 Outlook

The Company reiterates its full-year guidance, which calls for
expected sales in the range of $11.4 to $11.6 billion. The Company
also expects full- year earnings per share in the range of $1.08
to $1.23, which includes the previously mentioned first-quarter
charges of $47 million or 47 cents per share for expenses related
to debt repayment and refinancing transactions, or $1.55 to $1.70
excluding these charges.

Further, this guidance includes pre-tax expenses of approximately
$33 million for amortization of intangibles (principally customer
relationships) and approximately $30 million related to
restructuring.

For second-quarter 2004, the Company expects revenue of
approximately $3 billion and earnings per share in the range of
$0.57 to $0.65, which includes pre-tax restructuring charges of
approximately $8 million.

                        About TRW

With 2003 sales of $11.3 billion, TRW Automotive ranks among the
world's top 10 automotive suppliers. Headquartered in Livonia,
Michigan, USA, the Company, through its subsidiaries, employs
approximately 61,000 people in 22 countries. TRW Automotive
products include integrated vehicle control and driver assist
systems, braking systems, steering systems, suspension systems,
occupant safety systems (seat belts and airbags), electronics,
engine components, fastening systems and aftermarket replacement
parts and services. TRW Automotive news is available on the
internet at http://www.trwauto.com/

                        *   *   *

As reported in the Troubled Company Reporter's February 12, 2004
edition, following the completion of TRW Automotive's initial
public equity offering, Fitch Ratings has affirmed the earlier
indicative debt ratings of TRW Automotive Inc. The ratings of
'BB+' for senior  secured bank debt, 'BB-' for senior notes, and
'B+' for senior subordinated notes are all affirmed. The Rating
Outlook is Stable.

TRW's ratings are reflective of the de-leveraging of the capital
structure since the initial deal funding, the projected lower
interest costs resulting from these lower debt levels and some
refinancing activities, and relatively stable operating
performance as a standalone company. Additionally, TRW's ratings
are supported by its diversity of revenue which spans across all
the major global vehicle manufacturers, good competitive positions
in active and passive restraint systems which should continue to
benefit from both regulatory and market dynamics, and a solid book
of forward business which reflect these operating positives.

Balancing out some of these positives are the risks associated
with the continued severe pricing pressures and production
volatility in the automotive environment which will challenge TRW
to expand, if not maintain, margin performance. And, while TRW has
been increasing its business with the ascendant Asian vehicle
manufacturers, TRW still remains heavily levered to the
traditional North American Big Three which have collectively been
losing market share. Furthermore, TRW still remains highly levered
in its capitalization and will have limited free cash flow for
continuing principal reduction.


UNION PLANTERS: Fitch Takes Rating Actions on 2 RMB Transactions
----------------------------------------------------------------
Fitch Ratings has taken rating actions on the following Union
Planters residential mortgage-backed certificates:

Union Planters, mortgage pass-through certificates, series 1998-1

               --Class A affirmed at 'AAA';
               --Class B1 upgraded to 'AAA' from 'AA';
               --Class B2 upgraded to 'AA' from 'A';
               --Class B3 upgraded to 'A' from 'BBB';
               --Class B4 upgraded to 'BBB' from 'BB';
               --Class B5 upgraded to 'BB' from 'B'.

Union Planters, mortgage pass-through certificates, series 1999-1

               --Class A affirmed at 'AAA';
               --Class B1 upgraded to 'AAA' from 'AA';
               --Class B2 upgraded to 'AA' from 'A';
               --Class B3 upgraded to 'A' from 'BBB';
               --Class B4 upgraded to 'BBB' from 'BB';
               --Class B5 upgraded to 'BB' from 'B'.

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


UNITED AIRLINES: KBC Bank Wants To Recover $695K Cash Collateral
----------------------------------------------------------------
Before their bankruptcy petition date, the United Airlines Inc.
Debtors opened three bank accounts with Kredietbank, N.V.,
predecessor to KBC Bank, N.V., in Brussels, Belgium.  As of the
Petition Date, the Debtors had EUR2,531,981 on deposit in these
accounts, convertible into $3,027,996.

The Debtors lease two Boeing-737 Aircraft with Tail Nos. N955UA
and N957UA from KBC through 2016.  The payments begin to flow to
KBC on July 1, 2005.  At the end of the Lease, the Aircraft are
to be returned to KBC.  The Debtors are to indemnify KBC from any
loss of tax benefits flowing from ownership of the Aircraft.  As
of the Petition Date, the Debtors owed KBC $992,000 in Aircraft
rent.

Shortly after the Petition Date, the Debtors informed KBC that
they would not be fulfilling their obligations.  Recognizing
KBC's set-off rights, Michael Curran, KBC's General Counsel in
New York, directed KBC's Belgium office to freeze the Debtors'
accounts.

The Debtors sought to use the Accounts for deposit and withdrawal
of postpetition funds.  The Debtors did not ask either the Court
or KBC for permission to use the cash collateral.  However,
without KBC's or the Court's approval, the Debtors withdrew
EUR581,266 from the deposit accounts that represented cash
collateral securing KBC's Claims against the Debtors.

Ronald R. Peterson, Esq., at Jenner & Block, contends that KBC is
entitled to the return of these funds.  The Debtors' acts
constitute willful violation of Section 363(c)(2) of the
Bankruptcy Code.

On December 18, 2002, KBC froze the funds in the Accounts, which
then had balances totaling EUR1,950,712, which equates to
$2,333,637.

KBC asks the Court to direct the Debtors to replace the EUR581,266
cash collateral, or $695,101 when converted at current exchange
rates.

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)   


US AIRWAYS: S&P's Ratings Down to Junk Level & Now Off Watch
------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
US Airways Group Inc. and its US Airways Inc. subsidiary,
including lowering the corporate credit ratings to CCC+ from B-,
and removed all ratings from CreditWatch, where they were placed
on Dec. 10, 2003. The rating outlook is negative.

"The downgrade was based on the difficult challenge faced by US
Airways as it seeks to rapidly lower its operating expenses in
response to mounting pressure from low-cost competitors," said
Standard & Poor's credit analyst Philip Baggaley. The company is
seeking further major cost-saving concessions from its labor
groups, who already took pay cuts in 2002 and 2003, and failure to
conclude those negotiations successfully over the next several
quarters could force US Airways to undertake significant asset
sales and/or file for bankruptcy a second time. During this
process there is also some risk that US Airways will, as part of
its overall restructuring, seek to renegotiate public debt
obligations.  Near-term liquidity is adequate, with $978 million
of unrestricted cash at March 31, 2004.

Ratings on US Airways Inc.'s various enhanced equipment trust
certificates, excepting those that are insured, were lowered, as
well. Downgrades were in most cases more extensive than the one-
notch downgrade of US Airways' corporate credit rating, reflecting
decreased confidence that the airline would be able to reorganize
successfully if it were to enter a second bankruptcy proceeding.
These obligations are, however, backed by modern technology Airbus
aircraft that are considered good collateral.

On April 19, 2004, president and CEO David Siegel resigned and was
succeeded by a member of the company's board of directors, Bruce
Lakefield. Siegel's resignation was apparently due in part to
unwillingness of the airline's unions to consider further labor
cost concessions without a change in senior management. The
turnaround plan being pursued by the new CEO appears to be broadly
similar to that sought by his predecessor, and includes, in
addition to cost cuts, changes in the airline's strategy and
operations. Long-term prospects for US Airways remain difficult,
given the company's limited route network and increasing exposure
to low-cost competition. Accordingly, acquisition by another
airline or some other form of close integration into a broader
alliance remains the best ultimate solution for US Airways.

Ratings anticipate that US Airways will succeed in securing
material labor cost concessions, and that it will retain access to
committed financing for most or all of its planned deliveries of
regional jets. Failure to achieve these, or a deterioration in
financial results, could prompt a further downgrade.


US CAN: Equity Deficit Increases to $354 Million at April 4, 2004
-----------------------------------------------------------------
U.S. Can reported that its net sales for its first quarter ended
April 4, 2004 were $213.4 million compared to $198.9 million for
the corresponding period of 2003, a 7.3% increase. The increase is
primarily due to volume increases in the U.S. Aerosol,
International, and Paint, Plastic & General Line business segments
and the positive foreign currency impact on sales made in Europe,
partially offset by sales decreases in the Custom & Specialty
business segment.

For the first quarter, U.S. Can reported gross income of $22.4
million or 10.5% to sales, compared to $21.3 million or 10.7% to
sales in 2003. The increase in first quarter 2004 gross income
dollars over 2003 primarily relates to volume related
efficiencies. The 2004 gross income percentage to sales was
negatively impacted by increased raw material costs associated
with steel surcharges and accelerated depreciation at May
Verpackungen related to production lines to be idled in
conjunction with the German food can business product line
profitability review.

During the first quarter of 2004, the Company recorded a
restructuring charge of $0.5 million related to position
elimination costs in Europe. The position eliminations were part
of an early retirement program in one European facility and
headcount reductions associated with the German product line
profitability review.

Selling, general and administrative expenses for the first quarter
of 2004 were $10.0 million or 4.7% of sales compared to $9.7
million or 4.9% of sales in the first quarter of 2003.

First quarter 2004 interest expense was $12.7 million as compared
to $13.1 million for the first quarter of 2003. The decrease in
first quarter 2004 interest expense is primarily due to the
expiration of the Company's interest rate protection agreements in
the fourth quarter of 2003, partially offset by higher average
interest rates due to the issuance of the 10 7/8% Senior Secured
Notes in July 2003 and higher average borrowings.

Bank financing fees for the first quarter of 2004 were $1.4
million as compared to $1.0 million for the first quarter of 2003.
The first quarter 2004 increase is due to the amortization of
deferred financing costs related to the 10 7/8% Senior Secured
Notes offering.

Income tax expense was $0.3 million for the first quarter of 2004
versus $0.6 million for the first quarter of 2003. During 2002,
the Company recorded a valuation allowance as it could not
conclude that it was "more likely than not" that all of the
deferred tax assets of certain of its foreign operations will be
realized in the foreseeable future. Accordingly, the Company did
not record an income tax benefit related to first quarter 2004 and
2003 losses of those operations.

The net loss before preferred stock dividends was $2.5 million for
the first quarter of 2004, compared to a net loss of $4 million
for the first quarter of 2003.

Earnings before interest, taxes, depreciation, amortization,
special charges relating to our restructurings and certain other
charges and expenses, as defined under the terms of our Senior
Secured Credit Facility was $22 million for the first quarter of
2004 and $20.0 million for the first quarter of 2003. The Company
considers Credit Facility EBITDA to be a useful measure of its
current financial performance and its ability to incur and service
debt. In addition, Credit Facility EBITDA is a measure used to
determine the Company's compliance with its Senior Secured Credit
Facility. The most directly comparable GAAP financial measure to
Credit Facility EBITDA is net loss from operations before
preferred stock dividends.

At April 4, 2004, $42.1 million had been borrowed under the
$110 million revolving loan portion of the Senior Secured Credit
Facility. Letters of Credit of $12.7 million were also outstanding
securing the Company's obligations under various insurance
programs and other contractual agreements. In addition, the
Company's reported cash balance was $5.6 million.

As of April 4, 2004, U.S. Can's balance sheet shows a
stockholders' equity deficit of $354,477,000 compared to a deficit
of $345,904,000 at December 31, 2003.

U.S. Can Corporation is a leading manufacturer of steel containers
for personal care, household, automotive, paint and industrial
products in the United States and Europe, as well as plastic
containers in the United States and food cans in Europe.


USG CORP: Asks Court to Approve New Chicago Headquarters Lease
--------------------------------------------------------------
The USG Corporation Debtors seek the Court's authority to enter
into a new corporate headquarters lease with Christiana Investors,
L.L.C., as well as other agreements and transactions that are
necessary to consummate the New Lease and the move of their
corporate headquarters from its current location to the new
headquarters site at 550 W. Adams St., in Chicago, Illinois.  The
other agreements and transactions include those entered with the
City of Chicago to obtain "tax increment financing" funds as a
result of the Debtors' move to the New Location.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, relates that the Debtors currently lease
their corporate headquarters space at 125 S. Franklin Street in
downtown Chicago, Illinois.  Recently, the corporate office
market in the Chicago area has experienced historically high
vacancy rates, which has caused rental rates to decline
significantly, with construction allowances and lease
concessions offered by landlords increasing significantly.

While their Existing Lease does not expire until June 30, 2007,
the Debtors determined in 2003 that it made sense to attempt to
lock in at this time the historically low lease rates in the
Chicago area under a new long-term corporate headquarters lease.
With the economy appearing to be on the upswing, it is not clear
whether the Debtors will be able to obtain these low lease rates
if they wait until closer to the expiration of the Existing Lease
to negotiate a new headquarters lease.  In any case, given the
complexity and advanced planning involved in moving their
corporate headquarters, it is not too early for the Debtors at
this time to be finalizing a lease which would commence on the
expiration of the Existing Lease.

As a result, starting in May 2003, the Debtors have been working
with Equis Corporation, a nationally renowned leasing expert, to
identify possible alternatives for them in the Chicago land area.
In this process, the Debtors attempted to renegotiate the
Existing Lease so as to take advantage of current reduced lease
rates without the necessity of relocation.  The Debtors also
considered 42 potential other locations.  The Debtors toured 22
of these sites, and 19 requests for proposals were issued.  The
candidates included both new and existing buildings, in addition
to a proposal from the Debtors' current landlord.

The Debtors then compared the economics of the finalist sites.
The proposals differed along a number of material economic terms,
including commencement date, lease term, square footage required,
rental rates, taxes and operating costs, tenant allowances, rent
abatements, renewal options, security deposits, construction
costs, and how well the commencement of the lease coincided with
the expiration of the Existing Lease.  To create a uniform
comparison of the proposals, the Debtors developed a model, which
set forth the net present value of the after-tax cash flows for
each offer over the period 2004 to 2022, taking into account all
material economic and financial factors.  The cash flows were
then totaled, thus producing an aggregate, all-in cost for each
proposal on a net present value basis.

As a result of this extensive analysis, the Debtors determined
that the proposal made by Christiana was the most economical and
viable option available to them.  The offer will result in very
significant reduced rent from that which the Debtors currently
pay at their existing location.

Mr. DeFranceschi notes that the New Lease is particularly
attractive because the New Location is in a tax increment
financing district in downtown Chicago, which will likely result
in property tax incentives from the City of Chicago that the
Debtors will capture.  The Debtors are currently in negotiations
with the City and have received preliminary approval for
approximately $9.75 million in TIF benefits.  As a result, the
Debtors ask that the Court not only authorize them to enter into
the New Lease and related transactions and agreements, but also
any agreements and transactions necessary to obtain the TIF funds
from the City of Chicago.

The material terms of the New Lease are:

(A) Basic Lease Provisions
    ----------------------
    Tenant                     USG Corporation

    Landlord                   Christiana Investors, L.L.C.

    Site                       550 W. Adams Street in downtown
                               Chicago, Illinois; a building to
                               be constructed by Christiana

    Leased Premises            Nine full floors of the Building
                               and certain additional storage
                               space, subject to various
                               expansion and contraction options.
                               The rental space is expected to be
                               approximately 246,000 square feet,
                               which is a significant reduction
                               in space compared to the premises
                               under the Existing Lease.

    Term                       15 years, commencing no earlier
                               than October 1, 2006, subject to
                               construction schedules and subject
                               to renewal options.  The Debtors
                               currently expect the commencement
                               date of the New Lease to be
                               between October 1, 2006 and
                               January 1, 2007.

    Base Rent                  To be filed under seal

    Additional Rent            Taxes and operating expenses for
                               the Building based on USG's
                               proportionate share of the
                               Building premises.

    Caps on Additional Rent    The New Lease provides for certain
                               caps on the amount of Additional
                               Rent USG is required to pay under
                               the New Lease.  Redacted
                               information on these caps are also
                               filed under seal.

    Rent Abatement             If the commencement date of the
                               New Lease is between October 1,
                               2006 and January 1, 2007, 50% of
                               the Base Rent and Additional Rent
                               is abated.  All Base Rent and
                               Additional Rent abates for the
                               period from January 1, 2007 until
                               June 30, 2007, the date of the
                               expiration of the Debtors'
                               Existing Lease.

    Construction Costs for
    Tenant Improvements and
    Landlord Provided Tenant
    Improvement Allowances     Filed under seal.

    Security Deposit           (a) Pursuant to the New Lease, USG
                                   is required to post a letter
                                   of credit in an amount filed
                                   under seal to secure all
                                   amounts owed under the New
                                   Lease.  In part, the letter of
                                   credit secures Christiana in
                                   case USG ever rejects or seeks
                                   to terminate the New Lease.

                               (b) USG is entitled to a return of
                                   the letter of credit if at any
                                   time it becomes "Investment
                                   Grade," as defined in the New
                                   Lease.

                               (c) In addition, at the end of the
                                   10th lease year, the amount of
                                   the letter of credit may be
                                   reduced to the amount of the
                                   total "Termination Fee" that
                                   would have been payable by USG
                                   had it exercised the
                                   termination option set forth
                                   in the New Lease.

                               (d) On each anniversary date of
                                   the New Lease, the letter of
                                   credit may be further reduced
                                   to an amount essentially equal
                                   to the unamortized cost to
                                   Christiana under the New Lease
                                   of Equis' commission and
                                   various tenant improvement
                                   allowances.

(B) Construction and Move-In Schedule
    ---------------------------------

    Commencement of            Christiana is expected to commence
    Construction of Building   construction of the Building on or
                               before January 1, 2005.  If
                               Christiana has not commenced
                               construction by this date, USG
                               will have the right to terminate
                               the New Lease without any penalty
                               or cost.

    Phase I Delivery           Christiana is scheduled to deliver
                               the first five of the nine Tenant
                               floors of the Premises ready for
                               construction of the Tenant
                               improvements by January 1, 2006.

    Phase II Delivery          Christiana is scheduled to deliver
                               the remaining four of the nine
                               Tenant floors of the Premises
                               ready for construction of the
                               Tenant improvements by March 1,
                               2006.  USG may take certain
                               actions at Christiana's expense to
                               help avoid delays in the Phase I
                               and Phase II deliveries.

    Tenant Right to            If Christiana does not tender
    Terminate                  possession of the entire Premises
                               to USG on the terms set forth in
                               the Work Letter by January 1,
                               2007, USG will have the right to
                               terminate the New Lease without
                               any penalty or cost to Christiana.

    Landlord Penalties for     If Christiana does not tender
    Construction Delay         possession of the entire Premises
                               to USG on the terms set forth in
                               the Work Letter by January 1,
                               2007, Christiana will be liable to
                               USG for various potential
                               "holdover" and related costs
                               incurred by USG for having to
                               remain at its existing location
                               beyond the term of the Existing
                               Lease.

    Rent Abatement for         In addition, once USG has taken
    Construction Delay         occupancy of the Premises, USG is
                               entitled to various rent
                               abatements as a result of
                               construction delays by Christiana
                               as set forth in the Work Letter.

    Principal Guaranty         Since the Debtors understand that
                               Christiana is a single-asset real
                               estate limited liability company,
                               and since Christiana's liability
                               under the New Lease is limited to
                               its interest in the Building site,
                               the Debtors have required that
                               Christiana's principal, Steven
                               Fifield, execute an unconditional
                               completion and cost guaranty of
                               Christiana's obligations under the
                               New Lease with respect to:

                                (i) the construction and
                                    completion of the shell and
                                    core of the Building; and

                               (ii) Landlord provided tenant
                                    improvement allowances and
                                    Landlord obligations for
                                    Tenant's "Holdover Costs" as
                                    a result of construction
                                    delays.

(C) Tenant Options and Related Provisions
    -------------------------------------

    Expansion Options          USG will have the option to lease:

                                (i) an additional full floor of
                                    the Building, to be delivered
                                    during the sixth year of the
                                    New Lease; and

                               (ii) another additional full floor
                                    of the Building, to be
                                    delivered during the eleventh
                                    year of the New Lease.

    Right of First Offer       Christiana grants to USG the
                               option to lease each portion of
                               the Building that becomes
                               available for leasing beginning on
                               the first anniversary of the
                               commencement date of the New
                               Lease, subject to, among other
                               things, other Building tenants'
                               expansion rights and termination
                               of the right of first offer for
                               five years if USG exercises its
                               "Contraction Option."

    Right of First Refusal     Christiana grants USG the option
                               to lease certain space in the
                               Building on the terms that
                               Christiana is prepared to lease
                               that space to a third party.

    Extension Options          USG has the right to extend or
                               renew the New Lease for the entire
                               Premises or at least eight full
                               floors of the Premises for two
                               additional five year periods.

    Contraction Option         Effective as of the last day of
                               the fifth lease year, USG is
                               entitled to terminate the New
                               Lease as to one full floor of the
                               Premises.  USG will pay a fee to
                               exercise that option, essentially
                               equal to the unamortized amount of
                               the tenant improvement allowance
                               and Equis' commission paid by
                               Christiana with respect to that
                               space.

     Termination Option        Effective as of the last day of
                               the tenth lease year, USG is
                               entitled to terminate the New
                               Lease in its entirety.  USG will
                               pay a fee to exercise that option,
                               essentially equal to the
                               unamortized amount of tenant
                               improvement allowances and Equis'
                               commission paid by Christiana with
                               respect to the space leased by USG
                               as of the date of termination.

According to Mr. DeFranceschi, implementing and continuing to
participate in the TIF program will require the Debtors to expend
certain funds on items like consulting fees and administrative
costs, as well as the cost of securing for the City potential
reimbursement obligations of the Debtors under the program.
However, it is not expected that these costs will approach the
amount of funds the Debtors expect to receive under the TIF
program.  The TIF program may also require the Debtors to pay a
de minimis amount of prepetition debt to the City of Chicago or
certain related entities for items like outstanding license fees,
fines, parking tickets, and the like.  The amount of this
prepetition debt is not expected to exceed $30,000.  To obtain
the $9.75 million in TIF Funds, the Debtors need to pay the
prepetition debt.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading  
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case Nos.
01-02094).  David G. Heiman, Esq., at Jones, Day, Reavis & Pogue
and Paul E. Harner, Esq.,  at Jones, Day, Reavis & Pogue represent
the Debtors in their restructuring efforts. When the Debtors filed
for protection from their creditors, they listed $3,252,000,000 in
assets and $2,739,000,000 in debts. (USG Bankruptcy News, Issue
No. 64; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WEYERHAEUSER COMPANY: Raises $953.7 Million from Stock Sale
-----------------------------------------------------------
Weyerhaeuser Company (NYSE: WY) completed the sale of 16,675,000
common shares.  The sale included the 14,500,000 common shares
Weyerhaeuser had previously announced it would sell, plus an
additional 2,175,000 common shares issued in connection with the
exercise of the underwriters' option to purchase shares to cover
over-allotments.

Weyerhaeuser received net proceeds of approximately $953.7 million
from the sale of the common shares.  Weyerhaeuser expects to use
the net proceeds from the offering to retire a portion of its
outstanding debt during the twelve-month period following the
closing of the offering.

Underwriters for the offering included Morgan Stanley & Co.
Incorporated and J.P. Morgan Securities Inc., joint book-running
managers, as well as Citigroup Global Markets Inc., Deutsche Bank
Securities Inc. and Banc of America Securities LLC, each a
co-managing underwriter.

Weyerhaeuser Company (NYSE: WY)(Fitch, BB+ Senior Unsecured Long-
Term Ratings, Stable Outlook), one of the world's largest
integrated forest products companies, was incorporated in 1900.  
In 2003, sales were $19.9 billion.  It has offices or operations
in 18 countries, with customers worldwide.  Weyerhaeuser is
principally engaged in the growing and harvesting of timber; the
manufacture, distribution and sale of forest products; and real
estate construction, development and related activities.


WINDHAM COMMUNITY: 2003 Operating Losses Prompt S&P's Neg. Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook to negative from stable on Connecticut Health and
Educational Facilities Authority's outstanding debt issued for
Windham Community Memorial Hospital Inc. In addition, it affirmed
its 'BB+' rating on Windham's outstanding debt. The total debt
outstanding is $19.266 million.

"The revised outlook reflects a significant drop in operating
income in fiscal 2003 (fiscal year ended Sept. 30, 2003) caused by
onetime adjustments that are captured in the 2003 audits and last
year's restated audits," said Standard & Poor's credit analyst
Jennifer Egan.

The onetime adjustments led to debt service covenant violations.
Although Windham has a credible improvement plan in place,
increased malpractice insurance coupled with pension and staffing
pressures may limit an immediate operating turnaround in fiscal
2004.

A lower rating is precluded by the expectation that the
adjustments made to the 2001, 2002, and 2003 financial statements
are onetime in nature and precautionary measures have been
implemented to avoid future errors; Windham's current $4.2 million
improvement plan, led by senior leadership, including a new CFO;
evidence of an operating turnaround in interim fiscal 2004 (for
the six months ended March 31, 2004); and the hospital's leading
market position in its primary service area and stable
utilization.

The bonds are secured by a revenue pledge of Windham and a
mortgage lien on the principal campus in Willimantic, Conn. The
corporation includes Windham Community Memorial Hospital,
providing 130 licensed acute-care beds, and Hatch Hospital Corp.

Windham is a 130-licensed-bed acute-care provider located in
Willimantic, Connecticut capturing 72% of inpatient market share
in its primary service area, which includes the key towns of
Windham and Mansfield.

The negative outlook reflects Standard & Poor's concerns regarding
Windham's 2003 operating losses and some uncertainty regarding a
sustained turnaround. If Windham does not generate a stronger cash
position and improve performance in 2004, a lower rating will be
likely.


WORLD AIRWAYS: Publishes Improved Results for First Quarter 2004
----------------------------------------------------------------
World Airways, Inc. (Nasdaq: WLDA) reported its financial results
and highlights for the quarter ending March 31, 2004.

    * Revenues for the quarter totaled $129.6 million, a 4.8%
      increase over the first quarter of 2003.

    * Operating income was $13.6 million, an increase of 78%
      compared to operating income of $7.7 million for the same
      quarter of last year.

    * Earnings before income tax were $11.6 million, compared to
      $6.6 million for the same quarter of 2003.

    * Net earnings were $7.9 million, an increase of 19% compared
      to net income of $6.6 million for the first quarter of 2003.  
      This is especially notable because the first quarter of 2004
      included income tax expense of $3.7 million versus no tax
      expense in the comparable period of 2003.

    * Earnings per share were $0.69 for basic and $0.34 for
      diluted, compared to $0.60 and $0.47, respectively, for the
      same quarter of 2003. The first quarter of 2004 had a higher
      diluted share count due to the new convertible debt as well
      as the warrants issued to the Air Transportation
      Stabilization Board, associated with the debt restructuring
      in December 2003.

    * The Company achieved positive equity for the first time on a
      quarterly basis since the second quarter of 1997.

"We had an outstanding quarter by virtually all measures," stated
Randy Martinez, president and CEO. "Our revenues were higher than
expected because of the high demand for airlift services
associated with our Air Mobility Command (AMC) contract and a
growing base of commercial cargo business. We could not have
produced these results without the tremendous efforts of the
entire World Airways team."

He continued, "We have also been successful in maintaining our
cost structure, and this has paid off with a dramatic increase in
both operating income and earnings before income tax. We actually
reduced operating costs in spite of the higher revenues. The
implementation of our new fleet plan is already having a major
impact on our aircraft costs, as they dropped from 17.7% of total
revenues in last year's first quarter to 15.2% in this quarter.

"The first quarter experienced an extremely high demand for troop
movements; in fact, March was AMC's largest single month ever for
passenger airlift support," he said. "We expect that in coming
months, the military will be spreading its troop rotations more
evenly."

                      Quarterly Highlights

    * World signed two new long-term cargo contracts with EVA
      Airways and China Airlines, with combined projected revenues
      totaling $38 million for the initial year.

    * The Company reduced aircraft costs by returning one of the
      Company's most expensive DC-10 freighters, as well as
      renegotiating favorable lease agreements on several MD-11
      aircraft.

    * World signed a contract extension with Menlo Worldwide
      (formerly Emery Worldwide) valued at approximately $19
      million.

    * New senior management changes were announced to enhance the
      Company's infrastructure and support future growth plans.

                        Financial Summary

First quarter operating revenues increased 4.8% to $129.6 million
from $123.6 million in the same quarter of 2003. The Company
reported significant growth in military passenger revenues
associated with the U.S. Air Force's Air Mobility Command, as well
as commercial passenger full service flying, which more than
offset reduced military cargo revenues. Total block hours
decreased 6.0%, to 11,328 compared to 12,056 in the same period of
last year.

Operating income for the 2004 first quarter was $13.6 million, an
improvement of $6.0 million over the prior year's quarter. The
Company's earnings before income tax were $11.6 million versus
$6.6 million for the comparable period of last year. The Company
recorded income tax expense of $3.7 million in the first quarter
of 2004 compared to no tax expense in the first quarter of 2003.
The Company utilized all of its unrestricted federal net operating
loss carry-forwards in 2003.

Earnings before income tax were $11.6 million compared to $6.6
million in the same quarter of last year. Net earnings after tax
for the 2004 first quarter were $7.9 million, or $0.69 per basic
share and $0.34 per diluted share, compared to $6.6 million, or
$0.60 per basic share and $0.47 per diluted share, for the first
quarter of 2003. Per share results were computed on the basis of
11.4 and 24.4 million weighted average shares outstanding for the
first quarter of 2004, and 11.1 and 15.8 million weighted average
shares for the same quarter of 2003, respectively. The diluted
share count increase between last year's first quarter and this
year's comparable quarter was due to the new convertible debt, as
well as the warrants issued to the Air Transportation
Stabilization Board, which occurred in December 2003.

Operating expenses were $115.9 million compared to $116.0 million
in the first quarter of 2003. The most significant decreases were
$5.4 million for maintenance, $3.2 million for fuel, and $2.2
million for aircraft costs. These decreases were offset by
increases of $6.4 million for flight operations, $1.6 million in
commissions, $1.5 million for sales, general and administrative
expenses and $1.4 million in costs to subcontract flights to other
carriers.

The increase of $6.4 million in flight operations expense was
largely due to higher pilot and flight attendant wages, employee
benefit expense and travel costs. In addition, simulator and
flight attendant training, as well as catering costs, were higher
in the first quarter of 2004 compared to the same period of the
previous year. The majority of these higher flight expenses were
directly attributable to increased military and full-service
commercial passenger flights, as well as pilot and flight
attendant headcount increases. Flight operations also included an
accrual for estimated contractual profit sharing payments to
flight employees for 2004; the first quarter of last year did not
include an accrual for these payments.

Maintenance expenses were lower by $5.4 million primarily due to a
decrease in MD-11 engine and landing gear overhauls, as well as
lower parts rental and component repairs expense. Much of this
decrease was due to the timing of scheduled maintenance checks and
overhauls.

The decrease of $2.2 million in aircraft costs was due to the
restructuring of several MD-11 leases, as well the return of an
expensive DC- 10 cargo aircraft in the first quarter of 2004. This
decrease was partially offset by aircraft rents associated with
two additional MD-11 passenger aircraft. One aircraft was added at
the end of the first quarter of 2003, and the other added later in
the year; both are under power-by-the-hour operating leases.

Fuel costs were $3.2 million lower in the first quarter of 2004.
This was primarily due to the decrease in full-service cargo block
hours, compared to the previous year, coupled with the fact that
military cargo hours are contractually set at a higher rate per
gallon. Because World's customers paid for approximately 95% of
the fuel purchased, this limits the Company's exposure to
increased fuel costs.

The increase of $1.4 million in subcontract flying costs was for
outsourced flights resulting from aircraft out of service for
maintenance.

Commissions were higher by $1.6 million in the first quarter of
2004 because the Company was not required to pay commissions on
AMC missions activated under the Civil Reserve Air Fleet ("CRAF")
during the first quarter of 2003.

The increase of $1.5 million in sales, general and administrative
expenses was primarily due to a reserve for bad debt associated
with air services provided to TM Travel Services, and an accrual
for estimated profit sharing payments to employees for 2004.

The increase of $1.1 million in other expenses was due to the
amortization of guarantee fees associated with the new $30.0
million term loan, the call premium related to the Company's
former convertible debentures redeemed on January 28, 2004, and a
capital loss on disposition of fixed assets.

The Company reported that it ended the first quarter of 2004 with
cash and cash equivalents of $46.6 million, of which $4.7 million
was restricted, due to $3.7 million for letters of credit that had
to be collateralized and $1.0 million related to unearned revenue.
The Company's first quarter ending unrestricted cash balance was
$41.9 million versus $30.5 million at December 31, 2003.

At March 31, 2004, World Airways, Inc.'s balance sheet shows a
recovery of total stockholders' equity of $1,280,000. At December
31, 2003, the company reported a total stockholders' equity
deficit of $6,673,000

                           Guidance

The Company is forecasting $110 to $120 million in revenues for
the second quarter of 2004, with military revenue of $80 to $90
million, and operating income in the range of $4.5 to $5.5
million.

Utilizing a well-maintained fleet of international range, wide-
body aircraft, World Airways has an enviable record of safety,
reliability and customer service spanning more than 56 years. The
Company is a U.S. certificated air carrier providing customized
transportation services for major international passenger and
cargo carriers, the United States military and international
leisure tour operators. Recognized for its modern aircraft,
flexibility and ability to provide superior service, World Airways
meets the needs of businesses and governments around the globe.
For more information, visit http://www.worldairways.com/


WRENN ASSOCIATES: Look for Schedules & Statements by May 24
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire, gave
Wrenn Associates, Inc., more time to prepare and file its
schedules of assets and liabilities, statements of financial
affairs and lists of executory contracts and unexpired leases
required under 11 U.S.C. Sec. 521(1).  The Debtor has until
May 24, 2004 to file their Schedules of Assets and Liabilities and
Statement of Financial Affairs.

Headquartered in Merrimack, New Hampshire, Wrenn Associates, Inc.
-- http://www.wrenn.com/-- is a construction management firm.   
The Company filed for chapter 11 protection on
April 16, 2004 (Bankr. D. N.H. Case No. 04-11408).  William S.
Gannon, Esq., represents the Debtor in its restructuring efforts.  
When the Company filed for protection from its creditors, it
listed $4,037,000 in total assets and $7,778,494 in total debts.


Y HERS BEDFORD: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Y Hers Bedford Realty Corp.
        1043 Bedford Avenue
        Brooklyn, New York 11216

Bankruptcy Case No.: 04-16593

Chapter 11 Petition Date: May 4, 2004

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Mark A. Frankel, Esq.
                  Backenroth Frankel & Krinsky LLP
                  489 Fifth Avenue, 28th Floor
                  New York, NY 10017
                  Tel: 212-593-1100
                  Fax: 212-644-0544

Total Assets: $1,311,000

Total Debts:  $975,450

Debtor's 7 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Joseph Weber                  Loan                       $50,000

Chaim Perlstein               Loan                       $31,000

Williamsburg Plumbing         Trade debt                  $6,000

Con Edison                    Utility                     $3,150

State of New York             Corporation Tax             $2,500

Five Boro Fuel                Trade debt                  $1,800

Eliezer Kraus, Esq.           Legal Fees                  $1,000


* Weil Gotshal to Host 3rd IP & Media Law Series Seminar on Tues.
-----------------------------------------------------------------
Weil, Gotshal & Manges LLP, one of the world's leading law firms,
announced the third in its series of four luncheon seminars for
in-house counsel on current developments and trends in
intellectual property and media law.

The upcoming luncheon on May 11 features the topic "IP Pitfalls in
Corporate Transactions." Speakers are Michael A. Epstein, Stephen
D. Kahn and Jeffrey D. Osterman, partners in the Intellectual
Property Practice in the firm's New York office. The luncheon and
seminar will be held from 12:30 to 2:30 p.m. in the Weil Gotshal
Conference Center at the firm's Manhattan headquarters in the
General Motors Building at 767 Fifth Avenue. Attendees can also
participate via a live videocast from Weil Gotshal's Dallas,
Silicon Valley and Washington, D.C. offices.

"More and more, intellectual property is playing a central role in
driving a corporate transaction," said Michael Epstein, co-head of
Weil Gotshal's Intellectual Property Practice. "Today attorneys
must be aware of the traps and avoid them if possible."

    The IP Pitfalls in Corporate Transactions seminar topics

     * Intellectual property issues in bankruptcy, what happens
       when the licensor or licensee enters bankruptcy;

     * The battles currently being fought over the Linux operating
       system involving SCO Group, IBM, and others; using Linux
       with minimal risk;

     * The patent portfolio of Ronald A. Katz Technology
       Licensing, which deals with the interactions between
       telephone communications systems and computers; how to
       respond when the letter arrives.

                         Speakers

Michael A. Epstein, is a nationally recognized expert in
intellectual property law with extensive experience litigating and
counselling corporations worldwide. His practice involves
substantial transactional work, including structuring and
negotiating technology and intellectual property acquisitions,
technology transfer and licensing arrangements, outsourcing
transactions and joint ventures and other targeted alliances. Mr.
Epstein is also a member of the firm's Management Committee.

Stephen D. Kahn has practiced patent litigation and other areas of
intellectual property law for more than 30 years. Recently he has
been involved in new areas of patent law, focusing on patents
involving financial services products and systems. He was directly
involved in a case entitled Mopex v. Chicago Stock Exchange et
al., in which a patent allegedly covering a financial instrument
and a process for trading such instrument was asserted against the
Chicago Stock Exchange and many other defendants. In this case the
firm represented Merrill Lynch, Pierce, Fenner & Smith.

Jeffrey Osterman has extensive experience with technology
development and licensing agreements, professional services
agreements, e-commerce agreements and outsourcing agreements. He
has represented electronics and biotechnology companies as well as
".com" and electronic commerce companies on behalf of the firm.

Remaining seminar in the 2004 series is on "Antitrust Issues in IP
and Technology Transactions," and will be held on June 15.

Participants in the Weil Gotshal seminars will receive 1 to 1.5
CLE credits in professional practice for attending a seminar. For
more information, contact Melissa Philips at 212-310-6848.

Weil, Gotshal & Manges LLP is an international law firm of more
than 1,100 attorneys, including approximately 300 partners. Weil
Gotshal is headquartered in New York, with offices in Austin,
Boston, Brussels, Budapest, Dallas, Frankfurt, Houston, London,
Miami, Munich, Paris, Prague, Silicon Valley, Singapore, Warsaw
and Washington, D.C.


* BOOK REVIEW: Risk, Uncertainty and Profit
-------------------------------------------
Author:  Frank H. Knight
Publisher:  Beard Books
Softcover:  381 pages
List Price:  $34.95
Review by Gail Owens Hoelscher

Order your personal copy today at
http://www.amazon.com/exec/obidos/ASIN/1587981262/internetbankrupt

The tenets Frank H. Knight sets out in this, his first book,
have become an integral part of modern economic theory. Still
readable today, it was included as a classic in the 1998 Forbes
reading list. The book grew out of Knight's 1917 Cornell
University doctoral thesis, which took second prize in an essay
contest that year sponsored by Hart, Schaffner and Marx. In it,
he examined the relationship between knowledge on the part of
entrepreneurs and changes in the economy. He, quite famously,
distinguished between two types of change, risk and uncertainty,
defining risk as randomness with knowable probabilities and
uncertainty as randomness with unknowable probabilities. Risk,
he said, arises from repeated changes for which probabilities
can be calculated and insured against, such as the risk of fire.
Uncertainty arises from unpredictable changes in an economy,
such as resources, preferences, and knowledge, changes that
cannot be insured against. Uncertainty, he said "is one of the
fundamental facts of life."

One of the larger issues of Knight's time was how the
entrepreneur, the central figure in a free enterprise system,
earns profits in the face of competition. It was thought that
competition would reduce profits to zero across a sector because
any profits would attract more entrepreneurs into the sector and
increase supply, which would drive prices down, resulting in
competitive equilibrium and zero profit.

Knight argued that uncertainty itself may allow some
entrepreneurs to earn profits despite this equilibrium.
Entrepreneurs, he said, are forced to guess at their expected
total receipts. They cannot foresee the number of products they
will sell because of the unpredictability of consumer
preferences. Still, they must purchase product inputs, so they
base these purchases on the number of products they guess they
will sell. Finally, they have to guess the price at which their
products will sell. These factors are all uncertain and
impossible to know. Profits are earned when uncertainty yields
higher total receipts than forecasted total receipts. Thus,
Knight postulated, profits are merely due to luck. Such
entrepreneurs who "get lucky" will try to reproduce their
success, but will be unable to because their luck will
eventually turn.

At the time, some theorists were saying that when this luck runs
out, entrepreneurs will then rely on and substitute improved
decision making and management for their original
entrepreneurship, and the profits will return. Knight saw
entrepreneurs as poor managers, however, who will in time fail
against new and lucky entrepreneurs. He concluded that economic
change is a result of this constant interplay between new
entrepreneurial action and existing businesses hedging against
uncertainty by improving their internal organization.

Frank H. Knight has been called "among the most broad-ranging
and influential economists of the twentieth century" and "one of
the most eclectic economists and perhaps the deepest thinker and
scholar American economics has produced." He stands among the
giants of American economists that include Schumpeter and Viner.
His students included Nobel Laureates Milton Friedman, George
Stigler and James Buchanan, as well as Paul Samuelson. At the
University of Chicago, Knight specialized in the history of
economic thought. He revolutionized the economics department
there, becoming one the leaders of what has become known as the
Chicago School of Economics. Under his tutelage and guidance,
the University of Chicago became the bulwark against the more
interventionist and anti-market approaches followed elsewhere in
American economic thought. He died in 1972.

                           
                           *********

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
Beard at 240/629-3300.

                *** End of Transmission ***