TCR_Public/040511.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, May 11, 2004, Vol. 8, No. 92

                           Headlines

360NETWORKS: Committee Wants More Avoidance Action Discovery Time
ADELPHIA: Wants Approval of CSG Systems Master Subscriber Pact
AIR CANADA: Restructures Aircraft Leases with United Airlines
AMERCO: Balks at Crossroads' $4,500,000 Service Claim
AMERICAN SAFETY: S&P Removes B Corp. Credit Rating from Watch

ANC RENTAL: Estate's Preference Demand Letters Recover $289,693
ATA HOLDINGS: Shareholders' Deficit Widens to $168.4MM at March 31
BETTER MINERALS: S&P Lowers Ratings to CC After Tender Offer
BRIDGEPORT: Micro Warehouse Bid & Objections Deadline is May 14
CALICO COMMERCE: Declares $0.09 Second Cash Liquidating Dividend

CAPRIUS INC: Looks for Additional Funds to Develop MCM Business
CONSECO HOME: Fitch Takes Rating Actions on 5 Ser. 2000-B Classes
COVANTA TAMPA: Proposes Ch. 11 Plan Solicitation & Voting Protocol
DALEEN TECH: Quadrangle & Behrman Capital Provide $30MM Investment
DELTA AIR: Insolvent Carrier Says a Chapter 11 Filing is an Option

DIMENSIONS HEALTH: Fitch Affirms $77MM Revenue Bond Rating at B-
DOMAN INDUSTRIES: KPMG Monitor Files May 7 Report with Court
DUCANE GAS: Bankr. Court Sets May 14 as Warranty Claims Bar Date
ENRON: Proposed Trading Settlement Provides for a $35MM Penalty
EXIDE TECH: Atlantic Land Asserts Late Contaminant-Related Claim

FEDERAL-MOGUL: Plan Outlines Asbestos Personal Injury Trust Terms
FLEMING: U-Save Asks Court to Compel $508,201 Damage Claim Payment
FOOTSTAR: Closes $225MM Sale of Footaction Stores to Foot Locker
FURNAS COUNTY: Case Summary & 100 Largest Unsecured Creditors
GLOBAL DIVERSIFIED: Requires More Capital to Meet Operating Needs

GMAC COMMERCIAL: S&P Raises & Affirms Ratings on Series 1999-CTL1
GRANITE BROADCASTING: Fails to Comply with Nasdaq Listing Reqt.
GREAT LAKES: Liquidity Problems Trigger Going Concern Uncertainty
HAYES LEMMERZ: HLI Trust Settles 31 Avoidance Claims for $360,000
HEALTHSOUTH: Makes Conforming Amendment to Sr. Note Solicitation

HEARTLAND PORK: Sterling Pork Farm Bids to Acquire Hog Barns
HELLER, JACOBS & KAMLET: Case Summary & 20 Unsecured Creditors
HIGH VOLTAGE: Court Sets May 13 as the Last Day to File Claims
HOLLINGER INC: Provides Update on Subscription Receipts Offering
HOLLINGER INT: Files Amended $1 Billion Suit Against Executives

HOLLINGER INTL: Mr. Radler Says Amended Complaint Lacks Merit
HOLLINGER INTL: Ravelston Calls Amended Suit "Tabloid Journalism"
INDYMAC MANUFACTURED: S&P's 1998-2 Class M-2 Rating Slides to D
INFRASOURCE SERVICES: S&P Assigns BB- Corporate & Sr. Debt Ratings
INSIGHT COMMS: Fitch Junks Rating on 12.25% Senior Discount Notes

INTERPUBLIC GROUP: First Quarter 2004 Net Loss Tops $16.9 Million
IT'S MY PROPERTY: Case Summary & 2 Largest Unsecured Creditors
KOALA CORP: Initiates Restructuring to Reduce Corporate Debt
LABOPHARM: Needs to Raise Funds to Continue as a Going Concern
LASERSIGHT INC: Looking for New Auditor as KPMG LLP Resigns

LE NATURE'S INC: S&P Rates $75MM Senior Secured Term Loan at B+
LIBERTY MEDIA: Annual Investor's Meeting to be Webcast on May 13
LONG BEACH: Fitch Rates $15.2 Million Ser. 2004-2 Class B at BB
LSP BATESVILLE: S&P Places B- Sr. Bond Rating on Watch Developing
MIRANT CORP: Court Okays Broniec Associates' Retention as Auditors

NATIONAL CENTURY: Court Authorizes West LB Settlement Agreement
NEW WORLD PASTA: Files for Chapter 11 Protection in Pennsylvania
NEW WORLD PASTA: Case Summary & 20 Largest Unsecured Creditors
NEXTEL PARTNERS: S&P Removes Upgraded B+ Corp. Rating from Watch
NORTHWESTERN CORP: First Quarter Earnings Increase to $17 Million

METRIS COS: Positive Financial Results Spur S&P's Ratings Upgrade
METROPOLITAN WEST: Fitch Affirms $10.5MM Preference Shares at B-
ONLINE INC: Case Summary & 20 Largest Unsecured Creditors
PACIFIC GAS: Resolves FERC Refund Claims With Dynegy, Inc.
PARMALAT GROUP: Commissioner Bondi Faces Raps Over Company Control

PASCACK VALLEY HOSPITAL: S&P Revises Outlook to Negative
QWEST COMMS: Selling Pay Phone Operations to FSH Comms in August
ROANOKE TECHNOLOGY: No Longer Trades on Frankfurt Stock Exchange
SMK ENTERTAINMENT: Case Summary & 17 Largest Unsecured Creditors
SOLUTIA: Wants Owen Ridge Lease Decision Deadline Moved to Aug. 16

SPANTEL COMMS: Replaces Auditor Spicer Jeffries with Staley Okada
SPIEGEL: Wants Lease Decision Period Extended to Sept. 7
TWODAYS PROPERTIES: Brings-In Heller Draper as Attorneys
TXU CORP: Settles Equity-Linked Securities Litigation in New York
UAL: Wants Nod on 3 Consent Decrees with Employment Commission

UTEX INDUSTRIES: Asbestos Claimants Panel Taps Stutzman Bromberg
VLASIC FOODS: Noah Postyn Appointed As Bondholder Representative
WEIRTON: Discloses Winning Bids for Non-Operating Real Properties
WRENN ASSOCIATES: Gets Nod to Employ Sheehan Phinney as Counsel

* Large Companies with Insolvent Balance Sheets

                           *********

360NETWORKS: Committee Wants More Avoidance Action Discovery Time
-----------------------------------------------------------------
Shari Siegel, Esq., at Dreier, LLP, in New York, notes that on
December 19, 2003, the Court established dates for conducting and
completing discovery and for filing and responding to dispositive
motions in 360networks inc.'s chapter 11 case.  The current cutoff
dates for Final Discovery are:

   Category 1     July 14, 2004
   Category 2     May 7, 2004
   Category 3     April 16, 2004

The cutoff dates for filing of dispositive motions are:

   Category 1     August 31, 2004
   Category 2     July 28, 2004
   Category 3     July 14, 2004

According to Ms. Siegel, settlement negotiations are proceeding,
and the Official Committee of Unsecured Creditors and the various
defendants to the Adversary Proceedings have been engaging in
discovery.  However, where the parties have been actively and
productively discussing settlement, they have often agreed to
suspend discovery to avoid what they hope will be unnecessary
costs.  With the deadlines rapidly approaching, the Committee and
the various defendants will be forced to shift their attention
away from continuing negotiations if they must attempt to adhere
to the Final Discovery Cutoff Dates and the Final Filing Dates.

Accordingly, the Committee asks the Court to extend the:

   * Final Discovery Cutoff Dates for:

     -- Category 1 Avoidance Actions to September 14, 2004; and
     -- Category 2 Avoidance Actions to July 7, 2004; and

   * Final Filing Deadlines for:

     -- Category 1 Avoidance Actions to October 31, 2004; and
     -- Category 2 Avoidance Actions to September 28, 2004.

Ms. Siegel contends that the extension will provide the parties
with the necessary "breathing room" to continue their
negotiations without the immediate pressure the looming deadlines
create.  Since the entry of the Original Scheduling Order, the
Committee has continued to pursue the Avoidance Actions
diligently.  In fact, about 170 Avoidance Actions have been
settled or dismissed.  To date, the settlement activity has
generated a recovery of around $1,860,000.

Although the Committee's progress to date has been substantial,
Ms. Siegel informs the Court that about 46 Category 1 and
Category 2 Avoidance Actions remain pending.  The Final Discovery
Cutoff Dates are looming in the relatively near future.  The
Committee believes that the parties will be able to complete
discovery in a responsible manner prior to these deadlines.

Ms. Siegel assures Judge Gropper that no party will be prejudiced
with the requested extensions.  An extension will increase the
likelihood of settlements without resulting in extra costs for
any party.

Headquartered in Vancouver, British Columbia, 360networks, Inc. --
http://www.360.net/-- is a leading independent provider of fiber  
optic communications network products and services worldwide. The
Company filed for chapter 11 protection on June 28, 2001 (Bankr.
S.D.N.Y. Case No. 01-13721), obtained confirmation of a plan on
October 1, 2002, and emerged from chapter 11 on November 12, 2002.  
Alan J. Lipkin, Esq., and Shelley C. Chapman, Esq., at Willkie
Farr & Gallagher, represent the Company before the Bankruptcy
Court.  When the Debtors filed for protection from its creditors,
they listed $6,326,000,000 in assets and $3,597,000,000 in
liabilities. (360 Bankruptcy News, Issue No. 66; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


ADELPHIA: Wants Approval of CSG Systems Master Subscriber Pact
--------------------------------------------------------------
The Adelphia Communications (ACOM) Debtors ask the Court to
approve a Master Subscriber Management System Agreement, dated
April 1, 2004, with CSG Systems, Inc.

The ACOM Debtors also ask Judge Gerber to:

   (a) authorize the rejection of certain agreements between the
       Parties;

   (b) resolve CSG's claims related to prior agreements; and

   (c) approve certain mutual releases contained in the
       Agreement, including, but not limited to, the ACOM
       Debtors' release of certain claims and causes of action
       pursuant to Sections 544, 547, 548, 549, 550 and 553 of
       the Bankruptcy Code.

Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher, LLP, in New
York, informs the Court that CSG is a leading provider of billing
and customer care solutions for the cable television, direct
broadcast satellite, advanced IP services, next generation
mobile, and fixed wireline markets.  For the past five years, CSG
provided the ACOM Debtors with subscriber management system
products and services in both outsourced and licensed formats
pursuant to the Prior Agreements.  Included in the multiple
products and services offered by CSG and utilized by the ACOM
Debtors are the core processes of customer care functionality --
bill calculation, printing and mailing services.  Additional CSG
products and services support various other operational aspects
of the ACOM Debtors' businesses.

                Rejection of the Prior Agreements

On April 1, 2004, the Parties entered into the new Agreement,
which will replace the Prior Agreements and govern the business
relationship between the Parties on a going-forward basis.  
Pursuant to the Agreement, the ACOM Debtors will receive products
and services similar to those they have enjoyed under the Prior
Agreements.  According to Mr. Shalhoub, the Agreement embodies a
restructuring of the Parties' contractual and business
relationship and is a critical component of the ACOM Debtors'
going forward business plan.

The Agreement will provide more favorable economic terms than the
Prior Agreements, including a more favorable pricing structure.

In addition, the Agreement provides the ACOM Debtors with greater
operational flexibility than the Prior Agreements.  For example,
the ACOM Debtors will no longer be liable for minimum subscriber
requirements and discontinuance fees, which will provide them
with increased flexibility in aligning their subscriber
management systems with their operational needs.  Through the
Agreement, the Parties have also effectively consolidated
multiple agreements, each with different price structures, into a
single agreement with a uniform price structure across all of
their cable systems.

      Settlement of CSG's Claims and the Avoidance Actions

In connection with the Prior Agreements, CSG filed numerous
proofs of claim in the ACOM Debtors' Chapter 11 cases.  CSG
alleges that the ACOM Debtors owe it not less than $8,956,309, on
account of products and services it has provided before the
Petition Date.  In connection with the negotiation of the
Agreement, the ACOM Debtors and CSG also agreed to resolve the
Asserted Claims.

Specifically, ACOM and CSG agreed that CSG would be granted an
Allowed ACC General Unsecured Claim for $7,650,000.  The Parties
also have agreed that FrontierVision Operating Partners, L.P.,
one of the ACOM Debtors, will remain jointly and severally liable
for the CSG Claim solely to the extent that ACOM does not fully
satisfy the CSG Claim.  In return, CSG agreed to waive all claims
it has or may have against the ACOM Debtors, other than the CSG
Claim and the FV Deficiency Claim, and any claims for amounts due
to CSG on account of services rendered or products provided since
June 25, 2002, including, those that might otherwise arise as a
result of the ACOM Debtors' rejection of the Prior Agreements.  
By settling the Asserted Claims and allowing the CSG Claim and
the FV Deficiency Claim, the ACOM Debtors and CSG may move
forward without the threat of potential litigation relating to
the Asserted Claims.

The ACOM Debtors are in the process of analyzing the vast
majority of their prepetition business transactions, with an eye
towards identifying any transactions that may be avoidable as
preferences and fraudulent transfers.  In connection with this
analysis, the ACOM Debtors have identified around $11,000,000 in
payments that were made to CSG during the 90-day period prior to
the Petition Date.  To date, the ACOM Debtors have not analyzed:

   (1) the likelihood of successfully prosecuting an Avoidance
       Action against CSG on account of all or any portion of the
       Potential Preference;

   (2) the validity of any defenses that CSG may assert in
       connection with an avoidance action; or

   (3) the cost of litigating a preference action against CSG.

However, in consideration for the ACOM Debtors' agreement to
grant CSG a release with respect to the Potential Preference, CSG
offered the ACOM Debtors significant fee reductions on multiple
of its products, which reductions will exceed any potential
recovery they might realize from the Potential Preference.
Moreover, CSG agreed to waive the rejection claims and agreed to
reduce their Asserted Claims from $8,956,309 to $7,650,000.
(Adelphia Bankruptcy News, Issue No. 58; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AIR CANADA: Restructures Aircraft Leases with United Airlines
-------------------------------------------------------------
United Airlines, Inc., a debtor in a Chapter 11 case pending
before the United States Bankruptcy Court for the Northern
District of Illinois, asks Bankruptcy Court Judge Eugene Wedoff
for permission to settle and compromise claims against Air Canada
arising from restructured or terminated Financing Arrangements
and Operative Agreements.  United also seeks the Bankruptcy
Court's authority to amend or restructure the Arrangements and
Agreements to consummate certain lease financing transactions.

On April 1, 2003, Air Canada filed for bankruptcy protection
under the Companies' Creditors Arrangement Act.  To proceed with
a plan of compromise or arrangement in its CCAA Proceeding, Air
Canada needs to make amendments to its aircraft financings and
leases for its aircraft fleet.

According to James H.M. Sprayregen, Esq., at Kirkland & Ellis,
United is a party to aircraft leases and ancillary agreements
with Air Canada, as lessee and through the 3XA330 Limited
Partnership.  On January 30, 2004, Air Canada gave notice to its
Lessors terminating its Leases, effective April 15, 2004.  Mr.
Sprayregen warns that if the Leases are repudiated, the senior
secured lenders will likely foreclose on United's interest in the
Air Canada Aircraft.  Since the Financing Arrangements represent
a deficit value aircraft financing, United would not receive a
recovery in a foreclosure.

However, after months of extensive negotiations, the Lessors and
Air Canada agreed to amend and restructure the Arrangements, in
which the Leases will continue and United will acquire the
remaining beneficial interest in the Air Canada Aircraft from the
Canadian Lessor.  Air Canada will restructure the Arrangement so
that United will purchase the Canadian Lessor's interest in the
Air Canada Aircraft.  Air Canada will make a supplemental rent
payment to United equal to the purchase price for the Canadian
Lessor Interest.

In addition, United wants to settle and compromise claims against
Air Canada arising out of Air Canada's use of the Aircraft since
the CCAA Commencement Date.

Mr. Sprayregen believes that the Restructuring Transactions will
provide substantial benefits to United and its estate.  The
Agreements provide for:

   (a) continued rent payments to United for Air Canada's use of
       the Aircraft;

   (b) United's purchase of the Canadian Lessor's Interest; and

   (c) settlement and compromise of United's claims.

Mr. Sprayregen notes that the Memorandum of Understanding
outlining these transactions consists of highly sensitive
information that Air Canada deems proprietary and confidential.  
The MOU describes payment amounts, payment terms and other
competitive information that other airlines could use to Air
Canada's detriment.  Therefore, United proposes to file the MOU
in redacted form.

Headquartered in Saint-Laurent, Quebec Canada, Air Canada --
http://www.aircanada.ca/-- represents Canada's only major  
domestic and international network airline, providing scheduled
and charter air transportation for passengers and cargo. The
Company filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and Section 304
petition with the U.S. Bankruptcy Court for the Southern District
of New York (Case No. 03-11971).  Matthew A. Feldman, Esq., and
Elizabeth Crispino, Esq., at Willkie Farr & Gallagher serve as the
Debtors' U.S. Counsel.  When the Debtors filed for protection from
its creditors, they listed C$7,816,000,000 in assets and
C$9,704,000,000 in liabilities. (Air Canada Bankruptcy News, Issue
No. 34; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMERCO: Balks at Crossroads' $4,500,000 Service Claim
-----------------------------------------------------
On November 7, 2003, Crossroads, LLC, filed Claim No. 364
asserting an unsecured claim for $4,500,000 against Amerco.  
Claim No. 364 purports to be for "services performed."  The dates
the services were allegedly performed and any documentation
supporting the claim are absent.

Bridget Robb Peck, Esq., at Beesley, Peck & Matteoni, Ltd., in
Reno, Nevada, relates that the Reorganized Debtors assumed that
Crossroads' unsupported proof of claim arises out of an agreement
between the Reorganized Debtors and Crossroads memorialized by
Letter Agreement dated October 13, 2002 and thereafter amended by
writings dated March 10, 2003 and May 23, 2003.

Pursuant to the Letter Agreement, Crossroads was to act as
Amerco's financial advisor with respect to restructuring Amerco's
capitalization through debt restructuring, new financing or sales
transactions.  During the course of Crossroads' engagement, Ms.
Peck reports that the firm was paid about $4,600,000 in fees and
expenses.  Pursuant to Amendment No. 2 to the Letter Agreement,
Crossroads' services as financial advisor to Amerco were
terminated.

Ms. Peck notes that the Letter Agreement contains several on-
going obligations of the parties, which continued despite the
termination of Crossroads' services.

The Reorganized Debtors are informed and believe that Crossroads
has breached the Letter Agreement by violating certain of the on-
going obligations including but not limited to engaging in public
disparagement of the Reorganized Debtors and their officers,
directors, employees, agents and representatives.  Based on this
breach, the Reorganized Debtors object to Crossroads' Claim for a
$4,500,000 Restructuring Performance Fee.

Ms. Peck points out that the Letter Agreement specifically limits
the Restructuring Performance Fee to restructurings "consummated
within 12 months following the termination of this Engagement,
provided that Crossroads made a material contribution to such
Restructuring(s)."  The Reorganized Debtors are prepared to
present testimony and evidence demonstrating that Crossroads did
not make any contribution, let alone a material contribution, to
their Confirmed Plan of Reorganization.

Even assuming for the sake of argument only that Crossroads is
entitled to some fee by reason of the Letter Agreement, Ms. Peck
asserts that the fee Crossroads demanded is not reasonable.  
Amendment No. 1 to the Letter Agreement sets the maximum
aggregate Restructuring Performance Fee and Sale Performance Fee
payable under the Letter Agreement at $4,500,000.  Crossroads
demands this amount without any explanation or justification,
which would entitle it to the maximum possible fee.  The claimed
amount is not reasonable, nor does it relate in any way to
services rendered on behalf of the Reorganized Debtors.

According to Ms. Peck, the analysis is not altered if Crossroads
attempts to characterize its claim as administrative in
character.  The Reorganized Debtors anticipate that Crossroads
may argue that its claim was triggered by the Reorganized
Debtors' postpetition activities in negotiating and confirming
the Plan of Reorganization and Crossroads' alleged assistance
toward that result.  

Ms. Peck argues that this attempt must fail.  It is clear that
Crossroads is not entitled to payment as a professional of the
estate as it was not employed by the Reorganized Debtors during
the pendency of the cases, nor was its employment approved by the
Court.  Crossroads cannot claim that it is entitled to
compensation on this basis.

Accordingly, the Reorganized Debtors ask the Court to disallow
and expunge Crossroads' Claim No. 364 in its entirety.  
Alternatively, the Reorganized Debtors ask the Court to:

   (i) schedule an evidentiary hearing on the Claim;

  (ii) require Crossroads to demonstrate its claim by a
       preponderance of evidence; and

(iii) disallow the claim to the extent merited by the
       applicable facts and law.

Headquartered in Reno, Nevada, AMERCO's principal operation is U-
Haul International, renting its fleet of 96,000 trucks, 87,000
trailers, and 20,000 tow dollies to do-it-yourself movers through
over 1,000 company-owned centers and 15,000 independent dealers
located throughout the United States and Canada.  The Company
filed for chapter 11 protection on June 20, 2003 (Bankr. Nev. Case
No. 03-52103).  Craig D. Hansen, Esq., Jordan A. Kroop, Esq.,
Thomas J. Salerno, Esq., and Carey L. Herbert, Esq., at Squire,
Sanders & Dempsey LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,042,777,000 in total assets and
$884,062,000 in liabilities. (AMERCO Bankruptcy News, Issue No.
26; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMERICAN SAFETY: S&P Removes B Corp. Credit Rating from Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on razor and blades manufacturer American Safety Razor Co.
(ASR) to 'B' from 'B-' and removed the ratings from CreditWatch
where they had been placed March 29, 2004.

The outlook is stable.

The upgrade reflects the company's improved operating performance
during recent periods and the successful refinancing of its senior
secured bank facility, which improved the firm's overall liquidity
position.

"The ratings on Cedar Knolls, N.J.-based American Safety Razor Co.
reflect the company's high debt leverage and small size in a
sector dominated by companies with substantially greater financial
resources," said Standard & Poor's credit analyst Patrick Jeffrey.
"These factors are partially offset by ASR's good market position
as a private-label manufacturer and marketer of razors and blades,
and its improved operating performance during the past 12 months."

American Safety Razor competes against bigger players in the razor
and blade category by pursuing niche markets, such as specialty
industrial and medical blades, and by maintaining a solid private-
label share in the consumer market. Despite this defensive
operating strategy, the company is vulnerable to pricing and
market share actions by competitors.

The company's revenue for fiscal 2003 rose 13% from the previous
year because of increased sales of consumer razors and blades.
This increase stemmed from higher volumes, favorable foreign
exchange, and the company's partial acquisition of Universal Razor
Industries, a distributor of wet shaving products, in May 2002.


ANC RENTAL: Estate's Preference Demand Letters Recover $289,693
---------------------------------------------------------------
Before November 13, 2003, the ANC Rental Corporation
Debtors made demands on certain entities in respect of payments
they made within the 90-day period prior to the Petition Date.  
Approximately 189 entities responded to the Debtors' demand
letters by agreeing to settle the Debtors' avoidance claims.  The
Settlement Amounts total $289,693.

The Demand Letter Settlements include:

                                    Demanded    Settlement
   Entity                             Amount        Amount
   ------                           --------    ----------
   Aardvark Windshield Repair         $5,360        $1,295
   Advanced Electronics                7,357         4,782
   Beaman Automotive Group             6,114         3,974
   Business Card Service               4,795         2,398
   Busking Construction, Inc.          6,563         1,500
   New Grace Spinal & Rehab CTR        6,420         3,000
   Northwest Prot Service, Inc.        6,293         1,500
   Pavement Maintenance, Inc.          7,495         4,872
   RMG Investigations, Inc.            4,042         1,415
   Twin City Security, Inc.            7,011         4,557

In exchange for the payments and the waiver of "resulting claims"
based on the payments, the Debtors agreed to compromise its
avoidance claims against all 189 parties.  No adversary
proceedings were filed against the 189 entities based on the
claims.

Accordingly, the Debtors ask the Court to approve the demand
letter settlements.

Joseph Grey, Esq., at Stevens & Lee, P.C., in Wilmington,
Delaware, contends that in each of these cases, the amount
demanded was less than $7,500 and is, therefore, relatively
difficult to pursue in a cost-effective manner.  The Debtors have
not begun adversary proceedings to prosecute these claims.  The
limitations period of Section 546 has passed, making further
prosecution of these claims problematic.  Thus, the demand letter
settlements represent the best return available to the Debtors,
their estates and their creditors.

Headquartered in Fort Lauderdale, Florida, ANC Rental Corporation,
is the world's third-largest publicly traded car rental company.  
The Company filed for chapter 11 protection on November 13, 2001
(Bankr. Del. Case No. 01-11200). Brad Eric Scheler, Esq., and
Matthew Gluck, Esq., at Fried, Frank, Harris, Shriver & Jacobson,
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from their creditors, they listed
$6,497,541,000 in assets and $5,953,612,000 in liabilities. (ANC
Rental Bankruptcy News, Issue No. 53; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATA HOLDINGS: Shareholders' Deficit Widens to $168.4MM at March 31
------------------------------------------------------------------
ATA Holdings Corp. (Nasdaq: ATAH), parent company of ATA Airlines,
Inc., reported a first quarter loss to common shareholders of
$64.7 million, or $5.47 per share (basic and diluted). This
compares with a loss to common shareholders of $11.4 million, or
$0.97 per share (basic and diluted) in the first quarter of 2003.

"We are deeply disappointed to report a loss in the first
quarter," said George Mikelsons, Chairman, CEO and President.
"This loss was due to a one time non-operating charge resulting
from accounting rules concerning our bond exchange, a price and
capacity war in east-west markets during the first quarter, as
well as high fuel prices. However, improvements made to ATA's
product, efficiency and cost structure in 2003 have created a
strong airline, and we have made changes to our routes and
schedule that should improve earnings going forward. As a result,
in April, we estimate our unit revenue to be up about 6.3 percent
year-over-year."

"Looking forward, we have announced our interest in a 100-seat
aircraft. ATA currently has the greatest average number of seats
per aircraft of any U.S. airline, and this fact has limited our
ability to offer our value product to shorter-haul or medium-sized
markets. International markets also often lack a low-cost
alternative. By acquiring a fleet of smaller aircraft, we can add
more domestic markets, and offer additional frequency in existing
ones. Then ATA's larger gauge aircraft can offer service to
transoceanic markets."

"While we are proud that ATA maintains its status as having one of
the lowest cost structures in the industry, challenges such as
higher fuel prices and additional maintenance costs as our
aircraft mature are forcing us to continuously review every
element of cost that we can control, said Dave Wing, Executive
Vice President and CFO. "We have asked our cockpit and cabin crews
to assist the Company in these difficult times by postponing pay
increases scheduled for 2004 and 2005. Our debt and lease
restructuring-completed in January-significantly reduces ATA's
future cash obligations in 2004 and gives the company an
opportunity to improve its liquidity."

As of March 31, 2004, ATA Holdings Corp. records a shareholders'
deficit of $168,426,000 compared to a deficit of $104,007,000 at
December 31, 2003.

         First Quarter Financial and Operating Results

For the first quarter in 2004, consolidated operating revenues
increased 3.7 percent to $387.3 million as compared to 2003.
Scheduled service revenues increased 13.2 percent to $277.2
million, and charter service revenues decreased 18.4 percent to
$91.7 million of which $80.7 million was for military flights.
Total operating expenses increased 10.1 percent to $409.7 million.

The Company's cost per available seat mile (CASM) increased by 4.3
percent to 7.34 cents in the first quarter of 2004 compared to
7.04 cents during the same time a year ago.

System-wide revenue passenger miles (RPMs) increased 5.9 percent
to 3.57 billion, and available seat miles (ASMs) increased 5.6
percent to 5.58 billion compared with 2003. Consolidated revenue
per available seat mile (RASM) was 6.94 cents in the first quarter
of 2004, down 1.8 percent compared with 2003.

For ATA's scheduled service, RPMs increased 14.7 percent to 3.08
billion, ASMs increased 19.5 percent to 4.60 billion, and
passenger load factor decreased 2.8 points to 67.0 percent
compared with 2003. Scheduled service yield declined 1.3 percent
to 9.00 cents and RASM decreased 5.2 percent to 6.03 cents.

                   Summary of Recent Events

   -- ATA's Anniversary Travel Awards Program reached a milestone       
      of more than 617,000 registered members as of last week.
      Customer acceptance of ATA's frequent flyer program has
      exceeded all expectations.

   -- ATA Airlines announced scheduled service operated by ATA
      Connection between Chicago-Midway and Fort Wayne, Indiana
      beginning in June with four daily flights.

   -- ATA announced the introduction of a new advertising campaign
      that further reinforces the theme of being "Honestly
      Different" by introducing a new campaign titled, "Go Easy,
      Go ATA."

   -- As part of its growing initiative to make travel easier and
      more convenient, ATA announced plans to offer daily, nonstop
      service from St. Petersburg-Clearwater International Airport
      to New York-LaGuardia beginning May 1, 2004.
   
   -- Beginning June 1, 2004, ATA will double its service between
      Indianapolis and Chicago-Midway from eight to 16 round-
      trips, Monday through Friday.

   -- In an aggressive move to meet the needs of today's business
      traveler, ATA announced a new Business Class initiative that
      will be available system-wide by the fourth quarter of 2004.

   -- ATA Holdings Corp. announced at the end of January the
      successful completion of its aircraft lease and unsecured
      debt restructuring.

   -- ATA Holdings Corp. announced that William F. O'Donnell has
      been promoted to the position of Senior Vice President of
      Human Resources.

Now celebrating its 31st year of operations, ATA is the nation's
10th largest passenger carrier based on revenue passenger miles.
ATA has the youngest, most fuel-efficient fleet among the major
carriers, featuring the new Boeing 737-800 and 757-300 aircraft.
The airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations. To learn more about the
Company, visit its web site at http://www.ata.com/


BETTER MINERALS: S&P Lowers Ratings to CC After Tender Offer
------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
rating on Better Minerals & Aggregates Co. to 'CC' from 'CCC'. At
the same time, Standard & Poor's lowered its rating on the
Berkeley Springs, West Virginia-based company's $150 million 13%
senior subordinated notes due 2009 to 'CC' from 'CCC-'. The
outlook is negative.

"The downgrade follows the company's announcement that it has
commenced a tender offer for its 13% senior subordinated notes due
2009 for less than par," said Standard & Poor's credit analyst
Dominick D'Ascoli. This tender offer expires June 1, 2004, and is
conditioned on the company closing a new credit facility and
receiving an amendment to its existing credit facility and
sufficient consents from noteholders. Standard & Poor's views
this tender offer as coercive, as bondholders will most likely
face a bankruptcy scenario if they do not tender their bonds.

Weak demand during the past couple of years and excess industry
capacity have led to lower product prices at a time when energy
costs were rising, resulting in reduced margins. The margin
squeeze, combined with an overleveraged capital structure, has put
the company in a distressed position.


BRIDGEPORT: Micro Warehouse Bid & Objections Deadline is May 14
---------------------------------------------------------------
On April 20, 2004, the U.S. Bankruptcy Court for the District of
Delaware entered an order approving uniform bidding procedures
governing the sale of BridgePort Holdings, Inc., and its debtor-
affiliates' equity interests in Micro Warehouse Holding B.V.

Qualified Bidders must deliver their bids in writing to the
debtors, counsel of the debtors, counsel to the official committee
of unsecured creditors, counsel to CSFB, the debtor's investment
banker and Dresdner Kleinwort Wasserstein.  Bids should be
received no later than May 14, 2004 at 4:00 p.m.

Any objection to the Sale should be filed with the Clerk of the
Bankruptcy Court by 4:00 p.m. on May 14, 2004, and served on the
Debtors, counsel for the debtors and the office of the U.S.
Trustee.  

All requests for information concerning the sale should be
directed to the debtors at:

  Bridgeport Holdings Inc.       Miller Buckfire, Lewis Ying & Co.
  535 Connecticut Avenue         250 Park Avenue             
  Norwalk, CT 06854         or   New York, NY 10177
  Attn: Steve Hodkinson          Attn: Marc D. Puntus
  Tel:  (203) 855-1427                 and Robert Shah
                                 Tel: (212) 895-1800

Bridgeport Holdings Inc. filed for a chapter 11 protection on
September 10, 2003 (Bankr. Del. Case No: 03-12825) before the
Honorable Peter J. Walsh. The Debtors' counsel are Brendan Linehan
Shannon, Esq. and Matthew Barry Lunn, Esq. of Young, Conaway,
Stargatt & Taylor.


CALICO COMMERCE: Declares $0.09 Second Cash Liquidating Dividend
----------------------------------------------------------------
Calico Commerce, Inc., announced that on May 17, 2004 the Company
will make a $0.09 per share second liquidating dividend to
stockholders of record on August 26, 2003. Calico's first
liquidating dividend of $0.46 was in December, 2003, bringing the
total liquidating distributions to $0.55 per share. This second
dividend represents the bulk of the remaining assets in the
Company, and a small final distribution (if at all) is not
expected until the end of 2004.

The liquidating dividend is being made pursuant to the terms of,
and in accordance with, the joint Plan of Reorganization filed by
Calico and its Official Committee of Equity Security Holders, and
approved by order of the United States Bankruptcy Court for the
Northern District of California, San Jose Division, Case No. 01-
56101-MSJ, entered on August 14, 2003, confirming the First
Amended Joint Plan of Reorganization (Dated June 30, 2003) filed
by Calico Commerce, Inc. and the Official Committee of Equity
Security Holders appointed in the case.

Calico made the initial liquidating distribution on December 18,
2003 of $0.46 to each Calico stockholder of record as of August
26, 2003, based upon 39,417,057 shares of Common Stock outstanding
as of the Record Date. In this second liquidating distribution,
the Company's stockholders of record at the close of business on
the Record Date will receive $0.09 per share for each share of the
Company's common stock that they owned. The Company's transfer
agent, American Stock Transfer & Trust Company, will be the
distribution agent for purposes of distributing this dividend. The
distribution will be mailed to each stockholder (or, in certain
circumstances, a confirmation of credit to the stockholder's
brokerage account) by the transfer agent on or about May 17, 2004.
All stockholders must cash the checks sent to them in connection
with this distribution within 6 months or the funds will be void
and considered "unclaimed property" under the plan of
reorganization.

A negligible final distribution, if any, will be made after all
disputed, contingent claims have been resolved, which is not
expected before the end of 2004. After final distribution of all
remaining assets to creditors and equity holders in one or more
distributions, and after entry of the final decree in the
bankruptcy case, the Company expects to dissolve.


CAPRIUS INC: Looks for Additional Funds to Develop MCM Business
---------------------------------------------------------------
Caprius, Inc. was founded in 1983 and through June 1999
essentially operated in the business of medical imaging systems as
well as healthcare imaging and rehabilitation services. On June
28, 1999, the Company acquired Opus Diagnostics Inc. and began
manufacturing and selling medical diagnostic assays constituting
the Therapeutic Drug Monitoring Business. In the first quarter of
fiscal 2003, the Company made major changes in its business
through the sale of the TDM Business and the purchase of a
majority interest in M.C.M. Environmental Technologies, Inc. Until
fiscal year end 2003, the Company continued to own and operate a
comprehensive imaging center located in Lauderhill, Florida.

At December 31, 2003 Caprius Inc.'s cash and cash equivalent
position approximated $122,000 versus $775,000 at September 30,
2003. This decrease is principally due to the use of funds to
support the first quarter's operating activities.

The Company has, for the past several years, met its need for
capital in its various businesses through loans from officers,
directors and related parties other than the monies received from
the sale of the TDM business, which were primarily used to finance
the recently acquired MCM business. Due to the poor equity market
for companies such as Caprius, there has been significant
difficulty in obtaining funds from traditional sources.

During the second quarter of 2004, the Company authorized a short-
term bridge loan for an aggregate of up to $500,000 through the
issuance of loan notes due on July 31, 2005. The funds will be
utilized primarily for general working capital. The majority of
the $500,000 raised was provided by management of the Company. The
loan notes bear interest at a rate of 11% per annum and are
secured by a first lien on any royalties received by Opus
Diagnostics Inc. from Seradyn, Inc. in accordance with their
Royalty Agreement.  For every three dollars ($3.00) loaned, the
lender received two warrants to purchase one share of common
stock, exercisable at $0.25 per share for a period of five years.
The exercise price was in excess of the market price on the day
the loans were authorized.

In light of the cash requirements needed to develop the MCM
business, the Company is actively seeking funding. The Company
will continue its efforts to seek additional funds through funding
options, including banking facilities, equipment financing,
government-funded grants and private equity offerings. There can
be no assurance that such funding initiatives will be successful
due to the difficulty in raising equity from third parties given
the Company's low stock price and current revenue base, and if
successful, will not be dilutive to existing stockholders. These
funds are required to permit the Company to expand its marketing
efforts and for the manufacture of its SteriMed(R) System as well
as for general working capital requirements. To date, Management
and their affiliates have been the primary resource of funding. In
addition, depending upon the outcome of the pending legal actions,
additional funding for legal expenses could also be required.
Consequently, the Company's viability could be threatened.
Accordingly, the auditors' report on the Fiscal 2003 financial
statements included an explanatory paragraph expressing a
substantial doubt about the Company's ability to continue as a
going concern.


CONSECO HOME: Fitch Takes Rating Actions on 5 Ser. 2000-B Classes
-----------------------------------------------------------------
Fitch Ratings has taken the following rating actions on Conseco
Home Equity 2000-B:

Series 2000-B:

          --Classes AF-3 - AF-6 affirmed at 'AAA';
          --Class MF-1 affirmed at 'AA';
          --Class MF-2 downgraded to 'BBB-' from 'A';
          --Class BF-1 downgraded to 'B' from 'BBB+' and removed           
            from Rating Watch Negative;
          --Class BF-2 downgraded to 'CCC' from 'BBB' and removed
            from Rating Watch Negative.

The negative rating actions are taken due to the high level of
losses incurred on the pool as well as the level of delinquencies
in relation to the applicable credit support levels.


COVANTA TAMPA: Proposes Ch. 11 Plan Solicitation & Voting Protocol
------------------------------------------------------------------
To minimize the risk that the voting, balloting procedures and
voting tabulations will be subject to challenge at the hearing on
their Plan of Reorganization, the Covanta Tampa Debtors ask the
Court to establish procedures and relevant dates for the
solicitation and tabulation of votes to accept or reject their
Chapter 11 plan.

                  Establishment of Record Date

In accordance with Rules 3017 and 3018 of the Federal Rules of
Bankruptcy Procedure, the Covanta Tampa Debtors propose to
establish May 19, 2004 as the record date for purposes of
determining:

   -- which holders of claims against their estates are eligible
      to vote on the Plan and, hence, receive solicitation
      materials; and

   -- the identity of each holder of claims and equity interests
      that will receive a copy of the Confirmation Hearing
      Notice.

                    Proposed Form of Ballots

The Covanta Tampa Debtors propose to use a separate form of
Ballot for each Class and Subclass of impaired claims entitled to
vote under the Plan:

   Class Type           Description
   ----------           -----------
   Class 2              Allowed Secured Claims
   Subclass 3A          Allowed Unsecured Claims
   Subclass 3B          Allowed Intercompany Claims
   Class 4              Allowed Third Party claims

The Debtors ask the Court to approve their proposed Ballot form,
which conforms to Official Form No. 14.

Separate voting instructions will accompany each Ballot form.

                Proposed Solicitation Procedures

In compliance with Bankruptcy Rule 3017(d), the Covanta Tampa
Debtors propose to distribute on or prior to May 24, 2004 or
three business days after the Court's approval of the Covanta
Tampa Debtors' Disclosure Statement, whichever date is later,
these solicitation materials:

   (1) The Disclosure Statement and the Plan would be distributed
       to all holders of Allowed Claims or Equity Interests under
       the Plan;

   (2) The Disclosure Statement and the Plan would also be
       distributed to all parties on the Covanta Tampa Debtors'
       most recent notice list, as filed with the Court;

   (3) Appropriate Ballots, voting instructions and a pre-
       addressed return envelope would be sent to all
       claimholders entitled to vote.  Holders of Allowed
       Claims entitled to vote will be sent a Ballot in respect    
       of the Class of Claims relating to the Covanta Tampa
       Debtor identified on the Schedules or on a proof of claim
       filed in these cases.  However, if the claim is the
       subject of a Covanta Tampa Debtor's objection seeking to
       transfer and reallocate the claim from one Debtor to
       another Debtor, unless otherwise ordered by the Court,
       that holder will be sent a Ballot in respect of the Class
       of Claims relating to the Covanta Tampa Debtor identified
       as the proper Debtor in the objection;

   (4) Notices of the Confirmation Hearing will be sent to all
       known holders of Claims against and Equity Interests in
       the Covanta Tampa Debtors as of the Record Date.  The
       Confirmation Hearing Notice would also be sent to all
       parties on the Covanta Tampa Debtors' most recent notice
       list; and

   (5) The Covanta Tampa Debtors would not be required to mail
       any Solicitation Packages to any individual or entity at
       an address from which notice of the Disclosure Statement
       Hearing is returned by the United States Postal Office as
       undeliverable, unless the Covanta Tampa Debtors are also
       provided with a more accurate address by the Postal
       Office.

For holders of impaired claims against the Covanta Tampa Debtors
who are entitled to vote on the Plan, but that cannot be
identified, the Covanta Tampa Debtors propose these procedures
for soliciting votes:

   (a) The Covanta Tampa Debtors will publish notice of the    
       Confirmation Hearing in The Wall Street Journal, National
       Edition, once no later than 15 business days after the
       Court approves the Disclosure Statement; and

   (b) Upon being contacted on or prior to five business days
       before the Voting Deadline by holders who previously could
       not be identified or located, the Covanta Tampa Debtors
       will promptly provide each holder with a Solicitation
       Package after that holder has adequately evidenced its
       claim.

                   Vote Tabulation Procedures

The Covanta Tampa Debtors propose these procedures for tabulating
votes for and against the Plan:

   (a) All votes to accept or reject the Plan must be cast by
       using the appropriate Ballot.  Votes that are cast in any
       other manner will not be counted;

   (b) for purposes of tabulating votes, the claim amount will be
       calculated on the basis of the amount of the Allowed Claim
       on the Record Date;

   (c) To be considered as acceptances or rejections of the Plan,
       all Ballots must be properly completed, executed, marked
       and actually received, via United States mail, overnight
       delivery or hand delivery by the balloting agent,
       Bankruptcy Services, LLC, at 757 Third Avenue, Third
       Floor, in New York, on or before July 1, 2004 -- the
       Voting Deadline;

   (d) A vote may be disregarded if the Court determines, after
       notice and a hearing, that the vote was not solicited or
       procured in good faith or in accordance with Bankruptcy
       Code provisions;

   (e) A claimholder in more than one class must use separate
       Ballots for each Class of Claims;

   (f) Votes cast by claimholders in each Class will be tabulated
       separately by Class;

   (g) Votes cast by holders of Allowed Claims in Subclasses 3A
       and 3B under the Plan will be counted as a single class of
       claims;

   (h) Any executed Ballot that does not indicate either an
       acceptance or rejection of the Plan will be deemed to
       constitute an acceptance of the Plan;

   (i) Ballots must be returned by U.S. mail, hand delivery or
       overnight mail to the Balloting Agent;

   (j) Except to the extent determined by the Covanta Tampa
       Debtors in their reasonable discretion or as otherwise
       permitted by the Court, the Covanta Tampa Debtors will not
       accept or count any Ballots after the Voting Deadline;

   (k) Whenever a voter submits more than one Ballot voting the
       same claim prior to the Voting Deadline, the last Ballot
       received will be deemed to reflect the voter's intent and
       thus supersede any prior Ballots;

   (l) The authority of the signatory of each Ballot will be
       presumed;

   (m) Voters must vote all of their claims in a class or in
       different classes either to accept or reject the Plan, and
       Ballots cast by the same holder in different classes which
       do not all vote to accept or reject the Plan will not be
       counted.  A Ballot that partially rejects and partially
       accepts will not be counted.  For purposes of computing
       the vote, a voter will be deemed to have voted the full
       Allowed amount, no more or less, of the voter's position
       as reflected on either:

       * the Schedules as an undisputed, non-contingent, and
         liquidated Claim; or

       * a proof of claim filed in these cases that has not been
         subject to the Covanta Tampa Debtors' objection prior to
         May 26, 2004.  If the Covanta Tampa Debtors file an
         objection to a claim that seeks to reduce the amount of
         the claim, the amount of the Claim will be counted as
         stated in the objection, unless temporarily allowed by
         the Court for voting purposes, or the objection is
         resolved by stipulation of the parties;

   (n) The Covanta Tampa Debtors or their agents will have
       reasonable discretion to determine if a Ballot properly
       complies with these procedures and the voting instructions
       accompanying the Ballots;

   (o) Any entity entitled to vote to accept or reject the Plan
       may change its vote before the Voting Deadline by casting
       a superseding Ballot so that it is received on or before
       the deadline.  Entities desiring to change their votes
       after the Voting Deadline may only do so if they
       file a request with the Court with sufficient notice so
       that it can be heard and considered prior to or at the
       Confirmation Hearing.  The entity must demonstrate "cause"
       pursuant to Rule 3018(a); and

   (p) A holder of any Claim (i) that is scheduled at zero or
       listed as disputed, unliquidated or contingent on the
       original schedules of assets and liabilities of certain
       Debtors filed with the Court, with respect to which no
       proof of claim has been filed, or (ii) for which a proof
       of claim has been filed and as to which an objection
       seeking disallowance of that proof of claim has been filed
       on or before May 26, 2004, will not be entitled to vote
       for or against the Plan unless either:

       * the Court, upon a holder's application, temporarily
         allows the claim for the purpose of accepting or
         rejecting the Plan, in which case the amount of the
         Court-determined Allowed Claim will be used to tabulate
         that holder's vote; or

       * any objection by the Covanta Tampa Debtors is resolved
         by stipulation of the parties.

                 Temporary Allowance Procedures

Any party seeking temporary allowance of a claim for voting
purposes in a manner different than as stated in a Claims
Objection will be required to file with the Court a request, with
evidence in support, seeking temporary allowance of the Claim
pursuant to Rule 3018(a) on or before June 9, 2004.  Any holder
of a claim that is scheduled as zero, disputed, unliquidated or
contingent in the Schedules who wants to vote on the Plan must
file a Rule 3018(a) Motion on or prior to the Rule 3018(a) Motion
Deadline.  Objections and responses to any timely Rule 3018(a)
Motion must be filed no later than June 21, 2004.

The Covanta Tampa Debtors ask the Court to set June 24, 2004, at
2:00 p.m., prevailing Eastern Time, for hearing regarding any
timely filed Rule 3018(a) Motions, if any.

                    Confirmation Hearing Date

The Covanta Tampa Debtors ask the Court to set:

   -- July 1, 2004 as the deadline for filing and serving
      objections to the confirmation of the Plan; and

   -- July 14, 2004, at 2:00 p.m., Prevailing Eastern Time, as
      the Confirmation Hearing Date.

The Covanta Tampa Debtors also ask the Court to establish July 9,
2004 as the discovery cut-off date relating to the confirmation
of the Plan.

The Covanta Tampa Debtors will serve the Confirmation Hearing
Notice on or before May 24, 2004, or three business days after
the Court approves the Solicitation Procedures, whichever date is
later.

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


DALEEN TECH: Quadrangle & Behrman Capital Provide $30MM Investment
------------------------------------------------------------------
Daleen Technologies, Inc. (OTCBB:DALN), a global provider of
licensed and outsourced billing and customer management,
operational support systems (OSS) and revenue assurance solutions
for traditional and next generation service providers, announced
that agreements have been signed by affiliates of Quadrangle
Capital Partners and Behrman Capital for investments of $25
million and $5 million, respectively, into Daleen Holdings, Inc.,
a newly formed holding company.

The Company further announced that Daleen Holdings will
simultaneously acquire Daleen Technologies and Protek
Telecommunications Solutions Limited, a UK-based international
software solutions group focused in the operational and business
support systems markets, for an aggregate of $37.2 million in
stock and cash, including anticipated performance payments.

The combination of Daleen Technologies and Protek will create a
diversified service provider with billing, network management,
network inventory, revenue assurance and event management products
that can serve wireline and wireless telecommunications providers
around the world. Daleen Holdings will have an installed base of
over 90 customers on six continents with the ability to serve new
and existing customers through licensing agreements or a service
bureau.

"Geographic and product breadth have become critical requirements
for success in the new telecom marketplace," said Gordon Quick,
president and CEO of Daleen. "The combination of Daleen and Protek
produces a stronger, more capable OSS company with a more
comprehensive solutions portfolio, a strong balance sheet and a
clear vision going forward for our customers."

"Daleen's reputation as a technology leader in the wireline
billing and event management space is well recognized," said Paul
Beaumont, CEO of Protek. "With the addition of Protek's network
management and inventory management solutions, our experience in
wireless billing and our global operations capabilities, we will
be well positioned to address the OSS needs of wireless and
wireline telecom providers worldwide, from emerging Tier 3 players
to established Tier 1 leaders."

Daleen Holdings will be headquartered in Boca Raton, Florida with
principal offices in St. Louis, London, Johannesburg, Dakar,
Jordan, Norway, and Moscow. Gordon Quick will serve as CEO of
Daleen Holdings and Paul Beaumont will be President of
International. Daleen and Protek have executed a Reciprocal
Services Agreement and an International Teaming Agreement that
will allow the two companies to begin working closely in
developing and marketing their respective products and services to
current and new customers and to collaborate in the development of
new solutions.

"We are pleased to be partnering with the management of Daleen and
Protek to create a combined company with the resources and scale
to compete for any customer across the telecommunications
landscape," said Michael Huber, Managing Principal of Quadrangle
Capital Partners. "We look forward to helping the combined company
continue to grow to meet the changing needs of their customers."

                  Overview of the Transaction

As part of this transaction, Daleen will become a private company.
All outstanding shares of Daleen common stock will be purchased
for $0.0384 per share in cash for a total of $1.8 million. The per
share purchase price is based on an aggregate amount equal to
approximately ten percent of the total value received by Daleen
stockholders. As a condition to closing, a majority of holders of
Daleen preferred stock will be required to waive the $49.8 million
redemption value of the preferred stock. These stockholders will
receive an aggregate of $15.4 million in cash and securities, with
the cash component limited to a maximum of $2.8 million.
Additionally, Behrman has extended a bridge loan facility to
Daleen in support of the transactions, including a deposit to
Protek.

Simultaneous with the investment closings, Daleen Holdings will
purchase Protek for $13 million in cash and $5 million in common
stock and options in the new company. Certain shareholders of
Protek will also be entitled to performance bonuses of up to $1
million in cash and $1 million in Daleen Holdings common stock.
The purchase price will be subject to certain post-closing
adjustments. Kaufman Bros., L.P. acted as exclusive financial
advisor to Protek on this transaction.

Completion of the investment and acquisition transactions will be
subject to the satisfaction of customary closing conditions,
including approval by Daleen stockholders. Affiliates of
Quadrangle Capital Partners have entered into Voting Agreements
with stockholders holding approximately 72% of the aggregate
voting power of Daleen, which is sufficient to approve the
transaction. Completion is currently expected to occur during the
third quarter of 2004. Daleen expects to promptly file a
preliminary proxy statement and Schedule 13E-3 outlining the
proposed investment and acquisition transactions with the
Securities and Exchange Commission (SEC). Daleen will not pursue a
stockholder vote on or the completion of the reverse stock split
proposed by its preliminary proxy statement filed in January 2004.

Solicitation of Daleen's stockholders with respect to the proposed
investment and acquisition transactions will be made pursuant to a
proxy statement to be mailed to Daleen's stockholders. All
stockholders are urged to read the proxy statement carefully
because these documents will contain important information about
the proposed investment and acquisition transactions and
information concerning the record date, time and place of the
special meeting of Daleen's stockholders to vote on the proposed
investment and acquisition.

                     About Quadrangle

Quadrangle Group LLC manages Quadrangle Capital Partners LP, a
private equity fund that specializes in the media and
communications industries. The firm also invests in financially
troubled companies across industry groups through a distressed
debt investment program. Quadrangle Group was founded in March
2000 by four former Managing Directors of Lazard Freres & Co. LLC
who have more than 60 years of combined experience in private
equity and in media and communications. For more information,
visit http://www.quadranglegroup.com/

                    About Behrman Capital

Based in New York City and San Francisco, Behrman Capital was
founded in 1992 by Darryl G. and Grant G. Behrman. The firm
invests in management buyouts, leveraged buildups and
recapitalizations of established growth companies and provides
expansion capital to emerging growth companies. The company's
investments are focused primarily in four industries: information
technology, business services, contract manufacturing, and
outsourcing. The firm currently has a combined capital base
exceeding $1.8 billion.

                        About Protek

Protek develops, markets and supports Business and Operational
Support Software (B&OSS) solutions for next generation service
providers and large enterprises ensuring a predictable and rapid
return on investment.

Its broad range of functionality in Customer Care and Billing,
Rating, Order Management, Flow-through Service Provisioning, (Real
Time) Inventory, Network Management, and Mediation gives Protek's
service provider and large enterprise customers increased control
over their business, resulting in improved business efficiency and
increased revenue from new services - whilst also reducing costs
through automation. Proven benefits include faster time to market,
reduced business risk, improved customer service, and enhanced
return on investment.

More than 70 customers in over 35 countries utilise Protek to
improve their competitiveness and profitability, including
BellSouth, MTN, ntl:, Orange Liechtenstein, Og Vodafone, SabaFon,
Saudi Telecommunications Company - (STC), Telenor and Western
Wireless International. Protek's partners include HP, IBS, Open
Technologies, StreamServe, Crystal Decisions, IBM and Sun
Microsystems. Protek employs around 250 people globally, with
headquarters in the United Kingdom and offices in Europe, Russia,
Africa and the Middle East. For more information visit its web
site at http://www.protek.com

                         About Daleen

Daleen Technologies, Inc. is a global provider of high performance
billing and customer care, OSS and revenue assurance software,
with a comprehensive outsourcing solution for traditional and next
generation service providers. Daleen's solutions utilize advanced
technologies to enable providers to reach peak operational
efficiency while driving maximum revenue from products and
services. Core products include its RevChain billing and customer
management software, Asuriti event management and revenue
assurance software, and BillingCentral ASP outsourcing services.
More information is available at http://www.daleen.com/

                           *   *   *

As reported in the Troubled Company Reporter's April 27, 2004
edition, Daleen was approved for up to $2.7 million under a
fifteen-month operating loan with Silicon Valley Bank. The
proceeds of this loan are being used to cover operating costs
associated with our contract with ETB. Daleen intends to repay the   
operating loan solely from revenues received from ETB as project
milestones are completed and payments are received. To date,
Daleen has borrowed $2 million against this loan. The Company is
currently not in compliance with a financial covenant under the
operating loan; however, it is currently seeking a waiver or an
amendment from the bank on this covenant.


DELTA AIR: Insolvent Carrier Says a Chapter 11 Filing is an Option
------------------------------------------------------------------
Reporting a $387 million loss for the quarter ending March 31,
2004, Delta Air Lines, Inc.'s balance latest public sheet now
shows a shareholder deficit topping $1 billion.  On an operational
level, Delta reports an increases in revenue passenger miles and
total operating revenues, but few meaningful cost reductions.  
"These disappointing results reflect the unprecedented challenges
that continue to confront us, including a severely depressed
revenue environment and significant cost pressures," Delta said in
its quarterly report filed with the Securities and Exchange
Commission yesterday.  

                       Unsustainable Losses

"Our losses, coupled with the decline in cash, are unsustainable
over the long term," the 838-aircraft hub-and-spoke carrier says.  
"It is essential that we achieve a competitive cost structure. Our
cost structure is materially higher than the low-cost carriers
with which we compete.  Moreover, other hub and spoke carriers,
such as American Airlines, United Airlines and US Airways, have
significantly reduced their costs through bankruptcy or the threat
of bankruptcy.  Our unit costs went from being among the lowest of
the hub and spoke carriers to among the highest for 2003, a result
which places us at a serious competitive disadvantage.

"At the end of 2003, we launched a strategic reassessment of our
operating and business strategy and expect to present
recommendations to our Board of Directors at a late summer
meeting.  We are also continuing our profit improvement
initiatives, which have a goal of reducing our mainline fuel price
neutralized unit costs by 15% as compared to 2002. While we have
made progress under these initiatives, we now believe that we may
need greater reductions in unit costs in order to achieve a
competitive cost structure. We are evaluating the appropriate
target as part of our strategic reassessment.

                           Chapter 11

"Absent circumstances beyond our control, we expect to meet our
obligations as they come due through available cash and cash
equivalents, investments, internally generated funds and
borrowings pursuant to existing commitments for regional jet
aircraft.  Our unencumbered assets are limited and our credit
ratings have been substantially lowered. Accordingly, we do not
expect to complete any other significant new financing
transactions for the foreseeable future.  Continued losses of the
magnitude experienced in 2003 and the March 2004 quarter are
unsustainable over the long term, and we have significant
obligations due in 2005 and thereafter. If we cannot achieve a
competitive cost structure, regain sustained profitability and
access the capital markets on acceptable terms, we will need to
pursue alternative courses of action intended to make us viable
for the long-term, including the possibility of seeking to
restructure our costs under Chapter 11 of the U.S. Bankruptcy
Code."

                            Liquidity

Delta has $577 million of long-term debt coming due this year and
another $1.227 billion needs to be repaid before the end of 2005.  
At March 31, 2004, Delta had $2.2 billion in unrestricted cash, a
decrease of $500 million from December 31, 2003.  At March 31,
2004, Delta's balance sheet shows negative working capital of $2.1
billion.  Delta says a negative working capital position is normal
and "typically due to our air traffic liability and the fact that
we primarily generate revenue by providing air transportation
through the utilization of property and equipment, which are
classified as long-term assets."  

During the March 2004 quarter, some of Delta's credit ratings were
lowered.  Delta's issuer credit ratings are B3 by Moody's
Investors Service, Inc. and B- by Standard & Poor's Rating
Services.  The carrier's senior unsecured long-term debt is rated
Caa2 by Moody's, CCC by S&P and CCC+ by Fitch Ratings.  Moody's
and S&P have stated that their ratings outlook for Delta's senior
unsecured debt is stable, while Fitch has stated that its ratings
outlook is negative.  

                           Professionals

Deloitte & Touche, LLP, serves as Delta's outside auditor.  
Lawyers at Davis Polk & Wardwell provide legal counsel to the
company in securities transactions.           

On April 30, 2004, Delta named Michael Palumbo as its new chief
financial officer.  Mr. Palumbo, 57, previously worked for seven
years as Trans World Airlines' CFO prior to its sale to AMR Corp.
under the auspices of the U.S. Bankruptcy Court in Wilmington.  
Mr. Palumbo replaces M. Michele Burns who chose to join Mirant
Corporation as its new CFO.  
  

DIMENSIONS HEALTH: Fitch Affirms $77MM Revenue Bond Rating at B-
----------------------------------------------------------------
Fitch Ratings affirms its 'B-' rating on approximately $76.9
million Prince George's County, MD, project and refunding revenue
bonds, series 1994, issued on behalf of Dimensions Health Corp
(DHC). The Rating Outlook is Negative.

Fitch's 'B' category rating indicates that significant credit risk
is present, but a limited margin of safety remains. Financial
commitments are currently being met; however, capacity for
continued payment is contingent upon a sustained, favorable
business and economic environment. Fitch notes that DHC's auditor
has issued a going concern opinion.

The 'B-' rating and maintenance of the Negative Outlook stem from
the lack of a long-term solution that addresses DHC's poor
financial performance and physician recruitment challenges
primarily related to its role as a safety net health system.

Prince George's County and state officials recently approved a $45
million bailout package for DHC's largest hospital, Prince
George's Hospital Center (PGHC), to help DHC sustain operations
over the short term while a long-term plan is developed to address
its challenges. The agreement includes $15 million of
contributions from both the county and state in the first year
(Feb. 2004 to Feb. 2005), as well as a $5 million county grant per
year for three years thereafter, which will be subject to annual
appropriation. State contributions will be achieved through a 3.2%
rate increase and increased funding for uncompensated care ($10
million) and a capital improvement bond ($5 million).

While the recent support package is viewed positively, it does not
address DHC's fundamental challenges related to the hospital's
large indigent population, capital needs and costs associated with
attracting and retaining physicians. A long-term solution will be
addressed by the state and county over the next 2-3 years. Fitch
also notes that much of the county contribution proceeds will be
used to fund a sizeable pension liability due by September 2004 as
opposed to investing in revenue enhancement initiatives.

DHC experienced a $7.5 million operating loss (negative 2.4%
operating margin) in fiscal 2003 and a $376,000 loss (negative
0.2% operating margin) through the nine months ended March 31,
2004. The operating loss through the interim period is
significantly less than the $8.0 million loss suffered through the
same period the prior year. However, Fitch notes the positive
variance is mostly attributed to larger contributions received
from the state and county and not a result of sustained operating
improvement. Grant revenue totaled $8.0 million through March 31,
2004. Liquidity, at 8.6 days cash on hand, is extremely low,
making access to capital and capital investment difficult. Average
age of plant has increased to a high 14.3 years and capital
expenditures as a percentage of depreciation was a very low 45.7%
in fiscal 2003. Debt service coverage from EBITDA remained low at
1.9 times through nine months of fiscal 2004. Management indicated
that with the additional state and county funding, it expects to
sufficiently cover debt service in fiscal 2004 and 2005.

The Negative Outlook reflects continued uncertainty over future
grant support and DHC's ability to improve its overall financial
profile in the short term, especially given its limited financial
flexibility. The county and state agreement included creating an
oversight panel to review operations and retaining a consultant to
establish a long-term plan for DHC. Fitch will continue to monitor
the findings and actions of this committee to determine the future
impact to DHC's rating. Nevertheless, continued operating losses
could result in further rating pressure, especially given the
organization's limited financial flexibility.

DHC includes Prince George's Hospital Center, a 276-bed acute care
teaching facility, two miles north of Washington D.C.; Greater
Laurel Regional Hospital, a 125-bed acute care community facility,
midway between D.C. and Baltimore; Spellman Nursing Center a 110-
bed long term care facility located on PGHC's campus; and Bowie
Health Center, an outpatient facility approximately ten miles
northeast of PGHC. DHC had $311 million in total revenues in
fiscal 2003. DHC provides excellent monthly financial and
operating disclosure on its website at
http://www.dimensionshealth.com/

However, DHC covenants to provide only annual disclosure, which is
viewed negatively by Fitch.


DOMAN INDUSTRIES: KPMG Monitor Files May 7 Report with Court
------------------------------------------------------------
Doman Industries Limited announces that in connection with
proceedings under the Companies Creditors Arrangement Act, it has
filed an information circular and proxy statement dated May 7,
2004 with the Supreme Court of British Columbia. The Information
Circular is to be disseminated to affected creditors in connection
with the meeting of affected creditors to be held on June 7, 2004
to approve the Plan of Compromise and Arrangement filed with the
Court on April 30, 2004.

The Company also announces that KPMG Inc., the Monitor appointed
by the Court under the CCAA has filed with the Court its 21st
report dated May 7, 2004. The Monitor's report, a copy of which
may be obtained by accessing the Company's website --
http://www.domans.com/-- or the Monitor's website --
http://www.kpmg.ca/doman/-- provides information in connection  
with the Meeting and includes the Monitor's comments and
recommendations with respect to the Plan.

The Monitor's report also includes an Appendix prepared by the
Company which discloses certain confidential non-public financial
information. The disclosure of this information by the Company is
required pursuant to the terms of certain confidentiality
agreements entered into by the Company during the restructuring
process.

The Monitor's report will accompany the Information Circular
disseminated to affected creditors. A copy of the Information
Circular and the Monitor's report will also be available on the
Company's website at http://www.domans.com/and at  
http://www.sedar.com/under the Company name.

In addition, the Company announces that it applied to Court for an
order approving a tentative agreement currently being negotiated
with a subsidiary of LaPointe Partners for the sale of the Port
Alice Mill. The Company anticipates that a firm agreement with
Subco will be concluded over the weekend. The Court hearing to
approve the proposed sale will take place today, May 11, 2004. The
details of the tentative agreement are in the pleadings filed with
the application and are available on the Company's
website at than http://www.domans.com/


DUCANE GAS: Bankr. Court Sets May 14 as Warranty Claims Bar Date
----------------------------------------------------------------
On April 21, 2004, the U.S. Bankruptcy Court for the District of
South Carolina entered an ex parte order establishing a deadline
for creditors to file any warranty claims against Ducane Gas
Grills, Inc.

May 14, 2004 is the last date to file warranty claims with the
Bankruptcy Court.  Blank Proof of Claim forms can be obtained by
sending a written request to:

     Robinson, Barton, McCarthy, Calloway & Johnson, P.A.
     P.O. Box 12287
     Columbia, South Carolina 29211-2287

Ducane Gas Grills, Inc. filed a voluntary petition for Chapter 11
bankruptcy relief on December 5, 2003 (Bankr. D. S.C. Case No.
03-15219-W), the Honorable John E. Waites presiding.  G. William
McCarthy, Jr., Esq. of Robinson, Barton, McCarthy, Calloway &
Johnson represents the Debtor.  


ENRON: Proposed Trading Settlement Provides for a $35MM Penalty
---------------------------------------------------------------
On March 12, 2003, the U.S. Commodity Futures Trading Commission
filed a complaint against Enron Corporation and Hunter Shivery in
the U.S. District Court for the Southern District of Texas,
Houston Division and asserted three counts against Enron involving
alleged violations of the Commodity Exchange Act:

   (I) Enron and Mr. Shivery engaged in acts constituting
       manipulation or attempted manipulation of the price of
       natural gas on July 19, 2001, in violation of Section
       6(c), 6(d) and 9(a)(2) of the Act;

  (II) Enron violated Section 4(a) of the Act by operating
       EnronOnLine as an illegal futures exchange by failing to
       notify the Commission that EnronOnLine was acting as an
       "electronic trading facility," and by offering on
       EnronOnLine at least three swap contracts that were cash-
       settled off-exchange futures contracts from September
       2001 through December 2001; and

(III) Enron, through EnronOnLine, violated Section 4(a) of the
       Act by offering on EnronOnLine a lumber swap contract
       that was an off-exchange agricultural commodity futures
       contract.

Melanie Gray, Esq., at Weil, Gotshal & Manges, LLP, in New York,
relates that the Trading Commission seeks a permanent injunction
restraining, enjoining and prohibiting Enron and its affiliates
from directly violating Sections 6(a), 6(b), 9(a)(2) and 4(a) of
the Act and money damages in an amount not to exceed $120,000 or
triple the monetary gain on them for each alleged violation.

On September 18, 2003, Enron asked the Texas District Court to
dismiss the Complaint on various grounds.  The Commission has not
yet responded to the Dismissal Motion.

To settle the Complaint, Enron agreed to the proposed entry of a
Consent Order in the District Court containing these salient
terms:

   * Enron is permanently restrained, enjoined and prohibited
     from directly or indirectly (i) manipulating or attempting
     to manipulate the market price of any commodity, as
     prohibited by Sections 6(a), 6(b), 9(a)(2) and 4(a) of the
     Act and (ii) violating the off-exchange futures trading ban
     in Section 4(a);

   * The imposition of the $35,000,000 civil monetary penalty
     against Enron, subject to priority; and

   * Enron agrees to cooperate fully with the Commission by
     waiving its attorney-client and work product privileges
     with respect to relevant documents and other communications
     made on or before December 2, 2001.  However, Enron will
     continue to maintain its privileges as to documents
     containing communications relating to discussions or
     handling of governmental investigations and litigation,
     including privileged communications relating to these
     Chapter 11 proceedings.

According to Ms. Gray, the allowance, treatment and
classification of the Penalty Claim and the terms of the Proposed
Court Order are:

   * Upon the Consent Order becoming a final order in the CFTC
     Litigation, the Commission will be allowed the Penalty
     Claim in accordance with Sections 105(a), 502, and
     726(a)(4) of the Bankruptcy Code in Enron's Chapter 11
     case, which claim will be treated and will have the same
     priority for distribution in these cases as a fine, penalty
     or forfeiture under Section 726(a)(4), and which claim is
     and will continue to be (a) defined as a Penalty Claim
     pursuant to Section 1.180 of the Fifth Amended Joint Plan,
     (b) classified in Class 380 (Penalty Claim) of the Plan,
     (c) treated pursuant to the provisions of Sections 17.1 and
     17.2 of the Plan, and (d) entitled to distributions only
     upon satisfaction of all senior classes of claims in
     accordance with the terms of the Plan;

   * The allowance, classification, priority, and treatment of
     the Penalty Claim will be governed solely by the terms of
     the Authorization Order, and no party-in-interest may seek
     to contest, alter, amend, or otherwise modify the
     classification, priority, or treatment of the Penalty
     Claim;

   * Enron may not seek to amend or modify the terms of the
     Consent Order unless agreed to, in writing, by the
     Creditors Committee;

   * The Bankruptcy Court will have exclusive jurisdiction with
     respect to matters relating to the administration of
     Enron's Chapter 11 case, including determining the
     priority of distribution on any claims, as defined in
     Section 101(5) of the Bankruptcy Code, arising from the
     Consent Order; and

   * The Bankruptcy Court will retain jurisdiction over any and
     all disputes arising under or otherwise relating to the
     construction, performance and enforcement of the terms of
     the Authorization Order.

Accordingly, Enron asks the Court to approve the settlement of
the CFTC Litigation through the entry of a Consent Order in the
Texas District Court and allow the Commission a $35,000,000
unsecured penalty claim.

Ms. Gray contends that the settlement should be approved because:

   (a) the proposed Consent Order contains no findings of facts
       or conclusions of law against Enron and its affiliates
       and the terms of the Consent Order are binding only on
       Enron and its debtor-affiliates and not on any non-debtor
       Enron entity;

   (b) the settlement resolves the CFTC Litigation;

   (c) without the settlement, Enron would be required to expend
       further time, effort and expense defending the CFTC
       Litigation;

   (d) Enron is no longer in the trading business and does not
       intend to participate in the market activities to which
       the Settlement relates; and

   (e) the settlement is the product of extensive arm's-length,
       good faith negotiations between Enron and the Commission.
       (Enron Bankruptcy News, Issue No. 107; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)


EXIDE TECH: Atlantic Land Asserts Late Contaminant-Related Claim
----------------------------------------------------------------
Atlantic Land and Improvement Company possesses substantial
claims against the Exide Technologies Debtors arising from their
dumping of hazardous materials for a number of years prior to the
Petition Date.  Raphael X. Zahralddin-Aravena, Esq., at Morris,
James, Hitchens & Williams, LLP, in Wilmington, Delaware, relates
that the Debtors have long known about their potential
environmental liability.  Atlantic believes that it is a known
creditor of the Debtors.

Atlantic is a Virginia corporation with headquarters in
Jacksonville, Florida.  Since 1947, Atlantic has owned certain
unimproved real property consisting of approximately 5.2 acres in
a partially developed industrial park on Raleigh Street in Tampa,
Florida.

The Tampa Dump Site is approximately one-half mile west of a
former secondary lead smelter, lead oxide production facility and
lead-rolling mill owned by Exide Technologies.  

Prior to April 15, 2002, Exide acquired stock of GNB
Technologies, Inc., which then owned the Facility and had
previously acquired the Facility from Pacific Chloride.

During a period of time that included the 1970s, Exide or its
corporate predecessor, without authorization from Atlantic and
without Atlantic's knowledge, repeatedly and recklessly dumped
battery cases and related waste materials, including lead and
other hazardous substances, on the Tampa Dump Site.  As a result,
the United States Environmental Protection Agency contends that
the Tampa Dump Site constitutes a serious risk to public health
safety.  The EPA maintains that lead concentration in the
groundwater at the Tampa Dump Site is above the EPA Primary
Drinking Water Standards.  Lead contamination also appears to be
present in the surface soil and that plastic battery chips are
visible on the soil surface.

On February 3, 2004, the EPA notified Atlantic that it has
potential clean up and other liability with respect to the Tampa
Dump Site.  The EPA incurred response costs in connection with
the Tampa Dump Site in excess of $1.5 million and demands that
Atlantic reimburse the response costs it incurred.

According to Mr. Aravena, Atlantic has various defenses to
liability to the EPA with respect to the Tampa Dump Site,
including the third party defense under the federal Comprehensive
Environmental Response Compensation Liability Act.  Thus, as a
matter of environmental law, Mr. Aravena asserts that Atlantic
has no liability to the EPA or otherwise with respect to the
Tampa Dump Site.

The EPA and Florida's Department of Environmental Protection may
issue clean up orders under CERCLA requiring Exide to clean up
and eliminate the hazardous conditions at the Tampa Dump Site.  
Exide has significant monetary liability and clean up obligations
owing to the EPA, Atlantic, and other parties with respect to the
Tampa Dump Site.

By no later than March 13, 2000, Exide was on notice of the
alleged environmental contamination issues at the Tampa Dump
Site.  According to Exide's Statement of Financial Affairs, No.
17(a), Exide received from the EPA an information request
relating to the Tampa Dump Site pursuant to Section 104(e) of
CERCLA.  Furthermore, in connection with Exide's Tampa Facility,
the Court-approved Disclosure Statement provides that:

     "Tampa, Florida.  The Tampa site is a former secondary lead
     smelter, lead oxide production facility, and sheet-lead
     rolling mill that operated from 1943 to 1989 . . . Exide is
     required to investigate and remediate certain historic
     environmental impacts to the site.  Costs estimates for
     remediation (closure and post-closure) range from $12.5
     million to $20.5 million depending on final State of Florida
     requirements.  The remediation activities are expected to
     occur over the course of several years."

Thus, at all relevant times since, Exide has been fully aware of
the alleged hazardous environmental conditions associated with
the Facility and the Dump Site in Tampa.  Atlantic has a
substantial claim for common law trespass and direct costs under
CERCLA against Exide.  Atlanta's claims against Exide are
currently unliquidated but are substantial.

The Court set August 15, 2003 as the Contaminant Claim Bar Date.  
The Contaminant Claim Bar Date Order required the Debtors to
serve a "Notification Package," which included notice of the
Contaminant Claim Bar Date Order and a proof of claim form.  
However, Mr. Aravena informs the Court that the Debtors failed to
serve Atlantic with the Contaminant Claim Bar Date Order with the
Notification Package, or with the Contaminant-Related Claim Bar
Date Notice.  Furthermore, Atlantic received no notice from any
other source and had no knowledge of the Contaminant Claim Bar
Date.  Since Atlantic received no notice and had no knowledge of
the Contaminant Claim Bar Date, Atlantic filed no proof of claim
prior to August 15, 2003.

By this motion, Atlantic asks the Court to allow it to file a
proof of claim beyond the August 15, 2003 Contaminant Claim Bar
Date.

Mr. Aravena contends that Atlantic's failure to file a proof of
claim before the Contaminant Claim Bar Date constitutes
"excusable neglect" under Rule 9006(b) of the Federal Rules of
the Bankruptcy Procedure because:

   (a) there is little prejudice to the Debtors in allowing
       Atlantic to file a proof of claim since the Debtors have
       been aware of the potential environmental claims
       associated with the Dump Site for a period long before the
       Petition Date;

   (b) Atlantic's filing of a proof of claim will not adversely
       affect the current status of the case;

   (c) the reason for the delay in Atlantic's filing a proof of
       claim was not the result of its own neglect -- Atlantic
       was unaware of its potential liability related to the Dump
       Site until February 2004 and was further unaware of the
       Contaminant Claim Bar Date until March 2004; and

   (d) Atlantic has acted in good faith.  Since learning of the
       Contaminant Claim Bar Date in late March 2004, Atlantic
       has take steps to investigate its claim against the
       Debtors and file the pleadings necessary to protect its
       interests.

Headquartered in Princeton, New Jersey, Exide Technologies is the
world-wide leading manufacturer and distributor of lead acid
batteries and other related electrical energy storage products.  
The Company filed for chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, represent the Debtors
in their restructuring efforts.  On April 14, 2002, the Debtors
listed $2,073,238,000 in assets and $2,524,448,000 in debts.
(Exide Bankruptcy News, Issue No. 46; Bankruptcy Creditors'
Service, Inc., 215/945-7000)

  
FEDERAL-MOGUL: Plan Outlines Asbestos Personal Injury Trust Terms
-----------------------------------------------------------------
Under Federal-Mogul Corporation's Second Amended Plan, the
Asbestos Trust Personal Injury Trust and Distribution Procedures
includes special provisions applicable to T&N and the other
Hercules-protected Entities that are Debtors.

The Hercules Policy is a GBP500 million policy that was purchased
to cover asbestos liabilities of Debtors T&N Limited and the
other Hercules-Protected Entities.  The applicable special
provisions are:

A. Assignment of Asbestos Personal Injury Claims to the Trust in
   Exchange for Trust Claims

   Holders of Asbestos Personal Injury Claim against the
   Reorganized Hercules-Protected Entities will assign to the
   Trust the proceeds of those claims and will further assign to
   the Trust any direct action rights that they might otherwise
   have under Third Parties (Rights Against Insurers) Act 1930 of
   the United Kingdom.  In consideration for the assignment, the
   Trust will confer on the holder a Trust Claim, which will
   entitle the holder to payment from the Trust in accordance
   with the Trust Distribution Procedures and the other Trust
   Documents.  As a corollary, the Trust will assume all
   liabilities for Asbestos Personal Injury Claims against the
   Reorganized Hercules-Protected Entities in excess of both:

   (a) the GBP690 million self-insured retention and the GBP500
       million layer of coverage provided by the Hercules Policy;
       and

   (b) all other sums as are attributable to or otherwise
       represent the Hercules Insurance Recoveries to the extent
       the amounts exceed the GBP500 million layer of coverage.  
       However, the Trust will not assume liability for Asbestos
       Personal Injury Claims to the extent the claims are
       covered by the indemnity provisions of the EL Coverage.

   The EL Coverage consists of insurance policies held on account
   of the Employers Liability Act 1969 of Great Britain that
   afford or may afford T&N Limited and any applicable U.K.
   Debtors with rights of indemnity or insurance coverage with
   respect to any Asbestos Personal Injury Claim asserted by an
   employer or former employee relating to exposure to asbestos
   in the course of the individual's employment.

   From and after the Hercules Policy Expiry Date:

       -- the Trust will assume sole and exclusive liability for
          all remaining Asbestos Personal Injury Claims against
          the Reorganized Hercules-Protected Entities other than
          Claims covered by the indemnity provisions of the EL
          Coverage, and the Reorganized Hercules-Protected
          Entities will be discharged and released from any and
          all liability with respect to Asbestos Personal Injury
          Claims other than Claims covered by the indemnity
          provisions of the EL Coverage; and

       -- all rights of the Reorganized Hercules-Protected
          Entities to assert any defenses, counterclaims,
          offsets, or similar rights and remedies for the purpose
          of reducing or defeating any Asbestos Personal Injury
          Claim other than Claims covered by the indemnity
          provisions of the EL Coverage will be transferred from
          the Reorganized Hercules-Protected Entities to the
          Trust.

B. Trust to Pursue the Assigned Asbestos Personal Injury Claims
   Against the Hercules-Protected Entities

   The Trust will pursue the Asbestos Personal Injury Claims as
   agent of the claimants against the Reorganized Hercules-
   Protected Entities, which will defend and settle the Asbestos
   Personal Injury Claims in accordance with the requirements of
   the Hercules Policy, including any claims handling rights to
   which the applicable insurers may have under the Hercules
   Policy.  When a Reorganized Hercules-Protected Entity pays an
   Asbestos Personal Injury Claim, the payment will count toward
   the GBP690 million self-insured retention under the Hercules
   Policy, of which the Debtors assert they have paid in excess
   of GBP387 million as of December 31, 2003.  Payments by a
   Reorganized Hercules-Protected Entity once the self-insured
   retention is satisfied will result in payments by the Hercules
   Insurers to the applicable Reorganized Hercules-Protected
   Entity until the GBP500 million layer of coverage provided by
   the Hercules Policy has been exhausted and any additional
   Hercules Insurance Recoveries have been paid.

C. Special Provisions Relating to the EL Coverage

   The EL Coverage arises from certain insurance policies held on
   account of the Employers Liability Act of Great Britain 1969,
   as amended from time to time.  The policies may afford T&N
   Limited and certain other U.K. Debtors with rights of
   indemnity or insurance coverage with respect to Asbestos
   Personal Injury Claims asserted by an employee or former
   employee relating to exposure to asbestos during the course of
   the individual's employment.  T&N Limited and the other
   applicable U.K. Debtors will not be discharged and released
   from Asbestos Personal Injury Claims covered by the indemnity
   provisions of the EL Coverage unless and until those
   obligations are commuted by agreement between the applicable
   U.K. Debtors and the EL Insurers.  As of the Effective Date,
   however, recourse to T&N Limited and the applicable U.K.
   Debtors for Asbestos Personal Injury Claims covered by the
   indemnity provisions of the EL Coverage will be limited
   according to the Plan.

D. Trust Indemnity Obligations

   The Trust will also indemnify Reorganized Federal-Mogul in
   full for any negative tax consequences arising from the
   implementation of the Plan.

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)


FLEMING: U-Save Asks Court to Compel $508,201 Damage Claim Payment
------------------------------------------------------------------
B&B Corporate Holdings, Inc., doing business as U-Save
Supermarkets, is a party to two contracts regarding Fleming
Companies, Inc.'s distribution to U-Save of grocery products from
Fleming's Miami division, and health and beauty products and
specialty products from Fleming's Memphis division.  The
agreements could be terminated by U-Save on 60 days' notice to
Fleming, and by Fleming on 120 days' notice to U-Save.

After the Petition Date, Fleming breached its obligation under
the agreements to provide U-Save with industry standard
fulfillment level for goods supplied to U-Save under the
agreements.  As a result of this breach, U-Save was forced to
operate without necessary supplies in its stores, thereby
experiencing losses of sales and good will.  On August 21, 2003,
Fleming advised U-Save that it was ceasing operations in its
Memphis division "effective immediately" and was, thus,
discontinuing service to U-Save in violation of the terms of the
agreements.

As a result of Fleming's repudiation of the agreements, U-Save
was forced to obtain emergency sources of supply at prices
substantially above the prices applicable under the agreements,
and had to operate without necessary supplies in its stores,
losing sales and good will.  U-Save was also denied advertising
support included in the agreements and incurred substantial
additional costs and expenses from its efforts to obtain
alternate accounts and chargebacks.  These losses totaled more
than $508,201.  These losses are administrative expenses, but
Fleming has refused to pay these amounts.

U-Save, therefore, asks the Court to intervene and order Fleming
to pay its losses and damages.

Headquartered in Lewisville, Texas, Fleming Companies, Inc. --
http://www.fleming.com/-- is the largest multi-tier distributor  
of consumer package goods in the United States.  The Company filed
for chapter 11 protection on April 1, 2003 (Bankr. Del. Case No.
03-10945).  Richard L. Wynne, Esq., Bennett L. Spiegel, Esq.,
Shirley Cho, Esq., and Marjon Ghasemi, Esq., at Kirkland & Ellis,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, they listed
$4,220,500,000 in assets and $3,547,900,000 in liabilities.
(Fleming Bankruptcy News, Issue No. 32; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FOOTSTAR: Closes $225MM Sale of Footaction Stores to Foot Locker
----------------------------------------------------------------
Footstar, Inc. reported that it has completed its previously
announced sale of approximately 350 Footaction stores to Foot
Locker, Inc. (NYSE: FL) for $225 million, subject to post-closing
adjustments.

Dale W. Hilpert, Chairman, President and Chief Executive Officer,
commented, "The completion of the sale of our remaining athletic
footwear business marks a significant milestone in Footstar's
restructuring. We now look forward to focusing our full attention
and resources on developing a reorganization plan in an
expeditious manner that capitalizes on the strengths and industry
leadership of our core Meldisco business and maximizes value for
our constituents."

Footstar, Inc. filed for Chapter 11 bankruptcy protection on March
2, 2004, which requires that any disposition of its Footaction
stores would be entered into under a Bankruptcy Code Section 363
sale process. The U.S. Bankruptcy Court subsequently approved the
sale on April 21, 2004 and the waiting period required under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired on
May 4, 2004.

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

                     About Footstar, Inc.

Footstar, Inc. is a leading footwear retailer. As of May 1, 2004,
the Company operates 2,498 Meldisco licensed footwear departments
nationwide and 36 Shoe Zone stores. The Company also distributes
its own Thom McAn brand of quality leather footwear through Kmart,
Wal-Mart and Shoe Zone stores.


FURNAS COUNTY: Case Summary & 100 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Furnas County Farms
             4860 33rd Avenue
             Columbus, Nebraska 68601

Bankruptcy Case No.: 04-81489

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      7-11 Pork Food, Inc.                       04-81490
      Arapahoe Feed Mill, L.L.C.                 04-81491
      Furnas County Farms Marketing Company,     04-81492
      L.L.C.
      Furnas County Trucking, L.L.C.             04-81494

Type of Business: The Debtor is engaged in owning, leasing,
                  operating and managing swine operations in
                  Nebraska, South Dakota and Iowa.

Chapter 11 Petition Date: May 3, 2004

Court: District of Nebraska (Omaha Office)

Judge: Timothy J. Mahoney

Debtors' Counsels: James Overcash, Esq.
                   Joseph H. Badami, Esq.
                   Woods & Aitken, LLP
                   301 South 13th Street, Suite 500
                   Lincoln, Nebraska 68508
                   Tel: 402-437-8519
                   Fax: 402-437-8558

                             Estimated Assets  Estimated Debts
                             ----------------  ---------------
Furnas County Farms          $50 M to $100 M   More than $100 M
7-11 Pork Food, Inc.         $1 M to $10 M     More than $100 M
Arapahoe Feed Mill, L.L.C.   $1 M to $10 M     More than $100 M
Furnas County Farms          $1 M to $10 M     More than $100 M
Marketing Company, L.L.C.
Furnas County Trucking,      $1 M to $10 M     More than $100 M
L.L.C.

A. Furnas County Farms' 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
US Bank NA                    P.I.G.A.I., SE 1/4,    $30,044,757
Special Assets Group          SE 1/4, 18-T20N-R8W,
BC-MN-H22A                    Boone County,
800 Nicollet Mall 22nd Fl     Nebraska
Minneapolis, MN 55402

SunTrust Bank, Atlanta        P.I.G.A.I., SE 1/4,    $29,666,185
303 Peachtree St. 9th Fl.     SE 1/4, 18-T20N-R8W,
Atlanta, GA 30308             Boone County,
                              Nebraska

TIAA-CREF (Teachers           P.I.G.A.I., SE 1/4,    $26,938,648
Insurance)                    SE 1/4, 18-T20N-R8W,
730 Third Ave 4th Floor       Boone County,
New York, NY 10017            Nebraska

John Hancock Financial        P.I.G.A.I., SE 1/4,    $21,448,408
Services                      SE 1/4, 18-T20N-R8W,
1622 Colonial Pkwy.           Boone County,
Inverness, IL 60067           Nebraska

First National Bank of Omaha  P.I.G.A.I., SE 1/4,    $19,313,987
1620 Dodge street Stop 1195   SE 1/4, 18-T20N-R8W,
Omaha, NE 68197               Boone County,
                              Nebraska

CoBank                        P.I.G.A.I., SE 1/4,    $14,230,568
11837 Miracle Hills Dr.       SE 1/4, 18-T20N-R8W,
Ste 200                       Boone County,
Omaha, NE 68154               Nebraska

Metropolitan Life Insurance   P.I.G.A.I., SE 1/4,    $10,980,479
Co.                           SE 1/4, 18-T20N-R8W,
4401 Westown Pkwy Ste 220     Boone County,
West Des Moines, IA 50266     Nebraska

Bank of America               P.I.G.A.I., SE 1/4,     $7,581,531
231 S. LaSalle St.            SE 1/4, 18-T20N-R8W,
IL 1-231-08-04                Boone County,
Chicago, IL 60697             Nebraska

GE Capital Business Asset     P.I.G.A.I., SE 1/4,     $4,736,454
Funding Corp.                 SE 1/4, 18-T20N-R8W,
10900 NE 4th Street 3500      Boone County,
Bellevue, WA 98004            Nebraska

Sand Systems Inc.             Trade Debt              $2,352,531
4860 33rd Ave
Columbus, NE 68601

7-11 Pork Foods Inc.          Trade Debt              $2,027,338
4860 33rd Ave.
Columbus, NE 68601

Arapahoe Seed Mill LLC        Trade Debt              $1,568,325
4860 33rd Ave.
Columbus, NE 68601

Genetiporc USA LLC            Trade Debt                $301,710
606 3rd Ave West
Alexandria, MN 56308

Sand Systems Vet Service      Trade Debt                $183,632

Hubbard Feeds Inc.            Trade Debt                $169,105

7-11 Trucking                 Trade Debt                $166,034

PIC USA                       Trade Debt                $151,862

P.I.G.A.I.                    Trade Debt                $124,069

Land O Lakes Farmland         Trade Debt                $100,514

Vering's Food Service         Trade Debt                 $95,196

B. 7-11 Pork Food, Inc.' 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
US Bank NA                    7-11 Feedmill; SE      $30,044,757
Special Assets Group          1/4, 21-T20N-R9W,
BC-MN-H22A                    Boone County,
800 Nicollet Mall 22nd Fl     Nebraska
Minneapolis, MN 55402

SunTrust Bank, Atlanta        7-11 Feedmill; SE      $29,666,185
303 Peachtree Street          1/4, 21-T20N-R9W,
9th Floor                     Boone County,
Atlanta, GA 30308             Nebraska

TIAA-CREF(Teachers            7-11 Feedmill; SE      $26,938,648
Insurance)                    1/4, 21-T20N-R9W,
730 Third Ave, 4th Fl         Boone County,
New York, NY 10017            Nebraska

John Hancock Financial        7-11 Feedmill; SE      $21,448,408
Service                       1/4, 21-T20N-R9W,
1622 Colonial Pkwy            Boone County,
Inverness, IL 60067           Nebraska

First National Bank of Omaha  7-11 Feedmill; SE      $19,313,987
1620 Dodge Street Stop 1195   1/4, 21-T20N-R9W,
Omaha, NE 68197               Boone County,
                              Nebraska

CoBank                        7-11 Feedmill; SE      $14,230,568
11837 Miracle Hills Dr Ste    1/4, 21-T20N-R9W,
200                           Boone County,
Omaha, NE 68154               Nebraska

Metropolitan Life Insurance   7-11 Feedmill; SE      $10,980,479
Co.                           1/4, 21-T20N-R9W,
4401 Westown Pkwy Ste 220     Boone County,
West Des Moines, IA 50266     Nebraska

Bank of America               7-11 Feedmill; SE       $7,581,531
231 S LaSalle Street          1/4, 21-T20N-R9W,
IL1-231-08-04                 Boone County,
Chicago, IL 60697             Nebraska

GE Capital Business Asset     7-11 Feedmill; SE       $4,736,454
Funding Corp.                 1/4, 21-T20N-R9W,
10900 NE 4th Street 3500      Boone County,
Bellevue, WA 98004            Nebraska

Land O Lakes Farmland Feed    Trade Debt                $152,859
LLC

National By-Products Inc.     Trade Debt                $136,627

Degussa Corp.                 Trade Debt                 $42,911

Rawhide Chemoil Inc.          Trade Debt                 $30,586

International Nutrition Inc.  Trade Debt                 $27,403

Elanco Animal Health          Trade Debt                 $25,462

First National Bank           Trade Debt                 $24,955

Rick Esch                     Trade Debt                 $24,906

Hubbard Feeds                 Trade Debt                 $13,558

Consumer Supply Dist.         Trade Debt                  $4,444

Ajinomoto Heartland Inc.      Trade Debt                  $6,500

C. Arapahoe Feed Mill, L.L.C.' 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
US Bank NA                    Arapahoe Feedmill;     $30,044,757
Special Assets Group          Block 16 and 18, S
BC-MN-H22A                    Addition to Arapahoe,
800 Nicollet Mall 22nd Fl     Arapahoe County,
Minneapolis, MN 55402         Nebraska

SunTrust Bank, Atlanta        Arapahoe Feedmill;     $29,666,185
303 Peachtree St 9th Fl       Block 16 and 18, S
Atlanta, GA 30308             Addition to Arapahoe,
                              Arapahoe County,
                              Nebraska

TIAA-CREF(Teachers            Arapahoe Feedmill;     $26,938,648
Insurance)                    Block 16 and 18, S
730 Third Ave 4th Fl          Addition to Arapahoe,
New York, NY 10017            Arapahoe County,
                              Nebraska

John Hancock Financial        Arapahoe Feedmill;     $21,448,408
Service                       Block 16 and 18, S
1622 Colonial Pkwy            Addition to Arapahoe,
Inverness, IL 60067           Arapahoe County,
                              Nebraska

First National Bank of Omaha  Arapahoe Feedmill;     $19,313,987
1620 Dodge Street Stop 1195   Block 16 and 18, S
Omaha, NE 68197               Addition to Arapahoe,
                              Arapahoe County,
                              Nebraska

CoBank                        Arapahoe Feedmill;     $14,230,568
11837 Miracle Hills Dr Ste    Block 16 and 18, S
200                           Addition to Arapahoe,
Omaha, NE 68154               Arapahoe County,
                              Nebraska

Metropolitan Life Insurance   Arapahoe Feedmill;     $10,980,479
Co.                           Block 16 and 18, S
4401 Westown Pkwy Ste 220     Addition to Arapahoe,
West Des Moines, IA 50266     Arapahoe County,
                              Nebraska

Bank of America               Arapahoe Feedmill;      $7,581,531
231 S LaSalle Street          Block 16 and 18, S
IL1-231-08-04                 Addition to Arapahoe,
Chicago, IL 60697             Arapahoe County,
                              Nebraska

GE Capital Business Asset     Arapahoe Feedmill;      $4,736,454
Funding Corp                  Block 16 and 18, S
10900 NE 4th Street 3500      Addition to Arapahoe,
Bellevue, WA 98004            Arapahoe County,
                              Nebraska

Land O Lakes Farmland Feed    Trade Debt                $246,778
LLC

EBM Mill & Elevator Supply    Trade Debt                 $55,541
Inc.

National By-Products Inc.     Trade Debt                 $42,533

Degussa Corp.                 Trade Debt                 $34,020

Furnas County Farms           Trade Debt                 $32,047

Furnas County Trucking LLC    Trade Debt                 $24,150

Cargill                       Trade Debt                 $24,107

Tri-State Insurance Co.       Trade Debt                 $12,499

Henry Farms Inc.              Trade Debt                 $10,922

Ajinomoto Heartland Inc.      Trade Debt                  $9,750

Consumers Supply Dist.        Trade Debt                  $8,275

D. Furnas County Farms Marketing's Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Furnas County Farms           Hog Purchases          $26,829,390
4860 33rd Ave
Columbus, NE 68601

John Hancock Financial        Land, Buildings,       $21,448,408
Service                       Equipment & Inventory
1622 Colonial Pkwy
Inverness, IL 60067

TIAA-CREF(Teachers            Land, Buildings,        $5,490,240
Insurance)                    Equipment & Inventory
730 Third Ave 4th Fl
New York, NY 10017

SunTrust Bank, Atlanta        Land, Buildings,       $20,862,910
303 Peachtree Street 9th Fl   Equipment & Inventory
Atlanta, GA 30308

First National Bank of Omaha  Land, Buildings,       $12,078,527
1620 Dodge Street Stop 1195   Equipment & Inventory
Omaha, NE 68197

US Bank NA                    Land, Buildings,       $11,195,254
Special Assets Group          Equipment & Inventory
BC-MN-H22A
800 Nicollet Mall 22nd Fl
Minneapolis, MN 55402

Metropolitan Life Insurance   Land, Buildings,       $10,980,479
Co.
4401 Westown Pkwy Ste 220
Wes Des Moines, IA 50266

US Bank NA                    Land, Buildings,       $10,614,144
Special Assets Group          Equipment & Inventory
BC-MN-H22A
800 Nicollet Mall 22nd Fl
Minneapolis, MN 55402

CoBank                        Land, Buildings,        $8,235,359
11837 Miracle Hills Dr Ste    Equipment & Inventory
200
Omaha, NE 68154

US Bank NA                    Land, Buildings,        $8,235,359
Special Assets Group          Equipment & Inventory
BC-MN-H22A
800 Nicollet Mall 22nd Fl
Minneapolis, MN 55402

Bank of America               Land, Buildings,        $7,581,531
231 S LaSalle Street          Equipment & Inventory
IL1-231-08-04

First Tier Marketing, LLC                             $5,948,101
508 Market
Audubon, IA 50025

TIAA-CREF(Teachers            Land, Buildings,        $5,490,240
Insurance)                    Equipment & Inventory
730 Third Ave 4th Fl
New York, NY 10017

SunTrust Bank, Atlanta        Land, Buildings,        $4,927,995
303 Peachtree Street 9th Fl   Equipment & Inventory
Atlanta, GA 30308

GE Capital Business Asset     Land, Buildings,        $4,736,454
Funding Corp.                 Equipment & Inventory
10900 NE 4th Street 3500
Bellevue, WA 98004

Hubbard                                               $4,575,745
P.O. Box 8500
Mankato, MN 56002

SunTrust Bank, Atlanta        Land, Buildings,        $3,875,280
303 Peachtree Street 9th Fl   Equipment & Inventory
Atlanta, GA 30308

First National Bank of Omaha  Land, Buildings,        $3,790,766
1620 Dodge Street Stop 1195   Equipment & Inventory
Omaha, NE 68197

Hubbard                                               $3,090,000
P.O. Box 8500
Mankato, MN 56002

First National Bank of Omaha  Land, Buildings,        $3,444,694
1620 Dodge Street Stop 1195   Equipment & Inventory
Omaha, NE 68197

E. Furnas County Trucking's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
US Bank NA                    Ewing Truck Wash;      $30,044,757
Special Assets Group          W 1/2, SE 1/4,
BC-MN-H22A                    33-T27N-R9W,
800 Nicollet Mall 22nd Fl     O'Neill, Holt County,
Minneapolis, MN 55402         Nebraska

SunTrust Bank, Atlanta        Ewing Truck Wash;      $29,666,185
303 Peachstreet St 9th Fl     W 1/2, SE 1/4,
Atlanta, GA 30308             33-T27N-R9W,
                              O'Neill, Holt County,
                              Nebraska

TIAA-CREF(Teachers            Ewing Truck Wash;      $26,938,648
Insurance)                    W 1/2, SE 1/4,
730 Third Ave 4th Fl          33-T27N-R9W,
New York, NY 69022            O'Neill, Holt County,
                              Nebraska

John Hancock Financial        Ewing Truck Wash;      $21,448,408
1622 Colonial Pkwy            W 1/2, SE 1/4,
Inverness, IL 60067           33-T27N-R9W,
                              O'Neill, Holt County,
                              Nebraska

First National Bank of Omaha  Ewing Truck Wash;      $19,313,987
1620 Dodge Street Stop 1195   W 1/2, SE 1/4,
Omaha, NE 68197               33-T27N-R9W,
                              O'Neill, Holt County,
                              Nebraska

CoBank                        Ewing Truck Wash;      $14,230,568
11837 Miracle Hills Dr Ste    W 1/2, SE 1/4,
200                           33-T27N-R9W,
Omaha, NE 68154               O'Neill, Holt County,
                              Nebraska

Metropolitan Life Insurance   Ewing Truck Wash;      $10,980,479
Co.                           W 1/2, SE 1/4,
4401 Westown Pkwy Ste 220     33-T27N-R9W,
Wes Des Moines, IA 50266      O'Neill, Holt County,
                              Nebraska

Bank of America               Ewing Truck Wash;       $7,581,531
231 S LaSalle Street          W 1/2, SE 1/4,
IL1-231-08-04                 33-T27N-R9W,
Chicago, IL 60697             O'Neill, Holt County,
                              Nebraska

GE Capital Business Asset     Ewing Truck Wash;       $4,736,454
Funding Corp                  W 1/2, SE 1/4,
10900 NE 4th Street 3500      33-T27N-R9W,
Bellevue, WA 98004            O'Neill, Holt County,
                              Nebraska

First National Bank           Trade Debt                 $12,198

Hamel Repair                  Trade Debt                  $2,806

SAPP Brothers                 Trade Debt                  $1,734

Triple D Service              Trade Debt                  $1,724

7-11 Pork Food, Inc.          Trade Debt                  $1,653

SAPP Bros. Truck Stop         Trade Debt                  $1,195

GMAC                          Trade Debt                    $799

Nebraska Workforce Devt.      SUTA                          $782

Nebraska Department of        SIT                           $706
Revenue

South Central Diesel Inc.     Trade Debt                    $468

Furnas County Treasurer       Trade Debt                    $336


GLOBAL DIVERSIFIED: Requires More Capital to Meet Operating Needs
-----------------------------------------------------------------
Global Diversified Industries, Inc., is incorporated under the
laws of the State of Nevada, and is in the business of designing,
manufacturing and marketing re-locatable modular structures such
as classrooms and office buildings to end users as well as to
third party leasing agents for use primarily within the state of
California and other Western States.

The Company is a holding company that currently operates three
wholly owned subsidiaries, Lutrex Enterprises, Inc., an entity,
which holds equipment and inventory for the Company, MBS
Construction Inc., a modular contractor specializing in modular
construction site work and renovation, and Global Modular, Inc., a
sales, marketing and manufacturing of modular type structures.

As of January 31, 2004, the Company had a working capital deficit
of $172,528. The Company generated a deficit in cash flow from
operations of $508,245 for the nine-month period ended January 31,
2004. The deficit in cash flow from operating activities for the
period is primarily attributable to the Company's net loss from
operations of $111,160, adjusted for depreciation and amortization
of $137,910, equity-based compensation expense of $36,425, an
increase in accounts receivable of $188,788, an increase in
inventory of $507,075, an increase in prepaid expenses and other
assets of 95,308, and an increase in accounts payable of $212,996

The Company met its cash requirements during the nine months ended
January 31, 2004 through proceeds from the issuance of debt of
$622,808 and net advances from related parties of $218,000, net of
costs.

The Company has also met cash requirements through option
agreements with related parties.  It is to be noted that a related
party has an option to convert a certificate of deposit, in an
amount of $150,000, which is pledged as collateral on a line of
credit on behalf of Global Modular at County Bank, into 750,000
shares of preferred stock and that another related party has an
option to convert a certificate of deposit, in an amount of
$150,000, which is pledged as collateral on a line of credit on
behalf of Global Modular at County Bank, into 750,000 shares of
preferred stock.

As a result of limited capital resources and revenues from
operations, the Company has relied on the issuance of equity
securities to non-employees in exchange for services. The
Company's management enters into equity compensation agreements
with non-employees if it is in the best interest of the Company
under terms and conditions consistent with the requirements of
Financial Accounting Standards No. 123, "Accounting for Stock
Based Compensation." In order to conserve its limited operating
capital resources, the Company anticipates continuing to
compensate non-employees for services during the next twelve
months. This policy may have a material effect on the Company's
results of operations during the next twelve months.

While the Company has raised capital to meet its working capital
and financing needs in the past, additional financing is required
in order to meet the Company's current and projected cash flow
deficits from operations and development.  The Company is
presently seeking financing in the form of debt or equity in order
to provide the necessary working capital. Such financing may be
upon terms that are dilutive or potentially dilutive to its
stockholders.  The Company currently has no commitments for
financing.  There are no assurances the Company will be successful
in raising the funds required.  By adjusting its operations and
development  to the level of capitalization , management believes
it has sufficient capital resources to meet projected cash flow
deficits through the next twelve months. However, if thereafter,
it is not successful in generating sufficient liquidity from
operations or in raising sufficient capital resources, on terms
acceptable to it, this could have a material adverse effect on the
Company's business, results of operations, liquidity and financial
condition.

The effect of inflation on the Company's revenue and operating
results was not significant. The Company's operations are located
in North America and there are no seasonal aspects that would have
a material effect on the Company's financial condition or results
of operations.

The independent auditors report on the Company's April 30, 2003
financial statements states that the Company's difficulty in
generating sufficient cash flow to meet obligations and sustain
operations raises substantial doubts about the Company's ability
to continue as a going concern.


GMAC COMMERCIAL: S&P Raises & Affirms Ratings on Series 1999-CTL1
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes and affirmed its ratings on two classes from GMAC
Commercial Mortgage Securities Inc.'s mortgage pass-though
certificates series 1999-CTL1.

The raised and affirmed ratings reflect increased credit support
due to loan payoffs and principal amortization. The rating actions
also reflect deleveraging. The weighted average credit rating of
the pool has remained stable at 'BBB' despite fluctuations in the
ratings of the underlying credit tenants. However, the weighted
average credit rating is down slightly from the issuance level of
'BBB+'. Additional credit enhancement is provided by the financial
guarantee insurance policy issued by MBIA Insurance Corp. ('AAA'),
which guarantees timely payment of interest and ultimate repayment
of principal to the class A certificates.

The loan pool comprises 32 loans secured by 74 properties, with an
aggregate principal balance of $190.7 million, down from 44 loans
with a balance of $386 million at issuance. Bondable credit tenant
leases back each of the loans, which are also all fully
amortizing. The properties are located in 25 states, and Tennessee
(23%), California (21% of pool), Texas (18%), and New Jersey (16%)
are the only states exceeding a 10% concentration. The pool
consists of office (50%), retail (24%), industrial (13%), mixed
use (12%), and other/special purpose properties (2%).

The top five tenants comprise nearly 65% of the pool and include:
Federal Express Corp. (19%, 'BBB'), Entergy Gulf States Inc. (15%,
'BBB'), Honeywell International Inc. (11%, 'A'), Unilever N.V.
(10%, 'A+'), and Safeway Inc. (9%, 'BBB').

Following the raising of the rating on Pacific Gas and Electric
Co. (4%) to 'BBB-' from 'D' on April 16, 2004, there are no
remaining 'D' rated credit tenants in the pool. Previously, the
pool was exposed to other 'D' rated credit tenants, such as
Pathmark Stores Inc. (5%), which is currently rated 'BB-' with a
negative outlook, and Kmart Corp., which paid off and is no longer
part of the pool.

All of the loans are current and no loans are in special
servicing. In addition, there have been no realized losses to
date. Three loans ($10.8 million, 6%) are on the master
servicer's, GMAC Commercial Mortgage Corp., watchlist. All three
loans are on the watchlist due to former real estate tax
delinquencies, all of which have been cured.

As the transaction is a credit tenant lease pool, its ratings are
correlated with the ratings assigned to the underlying
tenants/guarantors. With the exception of the class A notes, which
are fully insured, the ratings on the certificates may fluctuate
over time as the ratings of the underlying tenants/guarantors
change.

Standard & Poor's stressed various loans in its analysis and the
resultant credit enhancement levels adequately support the rating
actions.
   
                        Ratings Raised
   
         GMAC Commercial Mortgage Securities Inc.
         Commercial mortgage pass-through certs series 1999-CTL1
   
                    Rating
         Class   To         From   Credit Enhancement (%)
         B       AAA        AA                     17.03
         C       AA+        A-                     12.52
         D       A          BB+                     7.51
         E       BB+        B                       5.01
         F       B+         CCC                     3.01
    
                        Ratings Affirmed
   
         GMAC Commercial Mortgage Securities Inc.
         Commercial mortgage pass-through certs series 1999-CTL1
    
         Class   Rating   Credit Enhancement (%)
         A       AAA                     21.04*
         X       AAA                       N.A.
   
         * Does not reflect the financial guarantee insurance       
           policy issued by MBIA Insurance Corp. on class A. CE-   
           Credit enhancement. N/A-Not applicable.


GRANITE BROADCASTING: Fails to Comply with Nasdaq Listing Reqt.
---------------------------------------------------------------
Granite Broadcasting Corporation (Nasdaq: GBTVK) announced that
the Company received a Nasdaq Staff Determination indicating that
Granite fails to comply with the market value of listed shares
requirement for continued listing set forth in Marketplace Rule
4310(c)(2)(B)(ii), and that its Common Stock (Nonvoting) will be
delisted from The Nasdaq SmallCap Market at the opening of
business on May 13, 2004, unless the Company requests a hearing
before a Nasdaq Listing Qualifications Panel before the end of
business on May 11, 2004.

Granite intends to request a hearing to appeal the Nasdaq
determination. The hearing is expected to be scheduled within 45
days of the filing of the hearing request. Under applicable rules,
the hearing request will stay the delisting of the Company's
securities, pending a decision by the Nasdaq Panel. There can be
no assurance that the decision of the Nasdaq Panel will be
favorable to Granite. If Granite's Common Stock (Nonvoting) is
delisted following the hearing, Granite's shares may be eligible
for listing on the Over the Counter Bulletin Board.

Granite Broadcasting Corporation (NASDAQ: GBTVK) (S&P, CCC Long-
Term Corporate Credit Rating, Negative) operates eight television
stations in geographically diverse markets reaching over 6% of the
nation's television households. Three stations are affiliated with
the NBC Television Network (NBC), two with the ABC Television
Network (ABC), one with the CBS Television Network (CBS), and two
with the Warner Brothers Television Network (WB). The NBC
affiliates are KSEE-TV, Fresno-Visalia, California, WEEK-TV,
Peoria-Bloomington, Illinois, and KBJR-TV, Duluth, Minnesota and
Superior, Wisconsin. The ABC affiliates are WKBW-TV, Buffalo, New
York, and WPTA-TV, Fort Wayne, Indiana. The CBS affiliate is WTVH-
TV, Syracuse, New York. The WB affiliates are KBWB-TV, San
Francisco-Oakland-San Jose, California, and WDWB- TV, Detroit,
Michigan. On April 23, 2004 Granite announced its intention to
enter into a strategic arrangement with Malara Broadcasting under
which Granite will provide advertising sales, promotion and
administrative services and selected programming to Malara-owned
stations in Fort Wayne, Indiana and Duluth, Minnesota-Superior,
Wisconsin.


GREAT LAKES: Liquidity Problems Trigger Going Concern Uncertainty
-----------------------------------------------------------------
Great Lakes Aviation, Ltd. is a regional airline operating as an
independent carrier and as a code share partner with United Air
Lines, Inc. and Frontier Airlines, Inc. As of February 29, 2004,
the Company served 36 destinations in ten states to and from
Denver, Colorado; three destinations in three states to and from
Phoenix, Arizona; and two destinations in one state to and from
Minneapolis, Minnesota.  

The Company suffered substantial losses during the years 2001 and
2002. These losses produced a significant reduction in the
Company's liquidity. As a result, during 2001 and 2002, the
Company was in arrears in payments to almost all of the
institutions providing lease or debt financing for the Company. On
December 31, 2002 and during the second quarter of 2003, the
Company was able to negotiate restructured financing agreements
with two of the Company's creditors.  

During 2003, the Company was unable to generate sufficient cash
flows to service the Company's outstanding debt and lease payment
obligations, including the restructured financing agreements. At
December 31, 2003, the Company was in arrears with respect to
almost all of the Company's aircraft debt and lease obligations.
Therefore, the amount of long-term debt that would otherwise be
due after one year is reflected on the Company's balance sheets as
long-term obligations classified as current. In addition, the
Company cannot determine with a high degree of confidence that it
will be able to generate sufficient cash flows during 2004 in
order to make the required payments or remain in compliance with
its aircraft debt and leases agreements.   

The Company's liquidity problems, in addition to the Company's
dependence on United (which was still in bankruptcy at the end of
2003), raise significant doubts about Great Lakes Aviation Ltd.'s
ability to continue as a going concern. Because the Company
currently has no financing agreements in place that would allow
the Company to secure additional funds, the Company's ability to
continue as a going concern will ultimately depend upon the
Company's ability to: (i) increase profitability and cash flow or
obtain new sources of financing to pay its obligations as such
obligations come due; (ii) maintain adequate liquidity; and (iii)
achieve sustained profitability. The Company's financial
statements have been prepared on a going concern basis that
assumes a continuity of operations and the realization of assets
and liabilities in the ordinary course of business. The financial
statements do not include any adjustments that might result if the
Company were forced to discontinue operations.  


HAYES LEMMERZ: HLI Trust Settles 31 Avoidance Claims for $360,000
-----------------------------------------------------------------
At the HLI Creditor Trust's request, the Court approves the
settlements of 31 Trust Avoidance Claims, aggregating $360,478:

   Vendor                                Amount
   ------                                ------
   Adaptive Devices, Inc.               $13,000
   Allegheny Coatings, Inc.              27,500
   A-VAC Industries                       5,710
   Cabling Concepts                       5,052
   CIC Enterprises                       20,500
   Gooch Electric                        10,000
   Granite Fluid Power                   10,637
   Holiday Inn (Jackson, MI)              8,519
   Independent Equipment Co.              7,000
   Liberty Printing                       7,798
   Machine Tool Svc. & Scraping           3,052
   Magma Foundries                        3,211
   Management Recruiters of Versailles    8,000
   Maxair, Inc.                           3,000
   Midwesco Filter Resources, Inc.       10,500
   National Refractories                  8,000
   Nettis Environmental                  16,000
   North American Manufacturing           1,603
   Northern Industrial Flooring           5,000
   Odermath (USA) Inc.                   45,000
   Okuma America Corp.                   19,400
   Quaker Chemical Corp                   6,330
   Quality Material Handling             13,000
   R.L. Guimont                           3,166
   R.L. Stephens                          5,000
   SFR Corp.                             25,000
   Steinke-Fenton Fabricators, Inc.       7,000
   The Job Shop                          35,000
   Tri-County Power Wash                  2,500
   USA Machine, Inc.                      2,500
   Windemuller Electric, Inc.            22,500
                                        -------
                                       $360,478
                                        =======

(Hayes Lemmerz Bankruptcy News, Issue No. 48; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


HEALTHSOUTH: Makes Conforming Amendment to Sr. Note Solicitation
----------------------------------------------------------------
HealthSouth Corp. (OTC Pink Sheets: HLSH) announced that it is
amending its solicitation of consents from holders of its 10-3/4%
Senior Subordinated Notes due 2008 to conform the definition of
"Refinancing Indebtedness" with the definition in the indentures
for its Senior Notes. This amendment would make the definition of
"Refinancing Indebtedness" consistent with the provisions in the
Company's series of Senior Notes and permit the incurrence of
indebtedness that is applied to refund, refinance or extend
indebtedness that was outstanding on September 25, 2000, as well
as indebtedness permitted to be incurred thereafter.

HealthSouth is not further extending the expiration date of this
solicitation, which is currently scheduled to expire at 11:59
p.m., New York City Time, on May 13, 2004. In order to provide
holders with sufficient time to consider the proposed amendments,
as modified Friday, HealthSouth will not close the consent
solicitation relating to the 10-3/4% Senior Subordinated Notes due
2008 prior to the consent expiration date of May 13, 2004. The
proposed amendments will become effective only upon satisfaction
or waiver by HealthSouth of certain conditions which include
receipt of valid and unrevoked consents from holders representing
not less than a majority in aggregate principal amount of
outstanding notes for a series.

                   About HealthSouth

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

                      *   *   *

As reported in Troubled Company Reporter's December 26, 2003
edition, Standard & Poor's Ratings Services withdrew its ratings
on HEALTHSOUTH Corp. due to insufficient information about the
company's operating performance, including a lack of audited
financial statements.

Standard & Poor's does not expect the company to be able to
provide restated historical financial statements, or to be able to
generate current-period financial statements, until at least the
second half of 2004. The company has not filed audited financial
statements since Sept. 30, 2002.

On April 2, 2003, Standard & Poor's lowered its ratings on
HEALTHSOUTH Corp. to 'D' after the company failed to make required
principal and interest payments on a subordinated convertible bond
issue that matured on April 1, 2003.

HEALTHSOUTH is currently embroiled in extensive litigation over
several years of allegedly fraudulent financial statements and is
understood to be in discussions with its creditors about
restructuring its debt. Nearly all members of senior management
have left the company, and most of the important corporate
functions have been assumed by professional advisors. Although
HEALTHSOUTH continues to operate its business, neither its
operations nor its financial performance can be assessed by
Standard & Poor's with confidence until the company can generate
audited financial statements.


HEARTLAND PORK: Sterling Pork Farm Bids to Acquire Hog Barns
------------------------------------------------------------
KPMG, Inc. together with Heartland Pork Management Services and
seven related Saskatchewan-based hog operations have received an
offer to purchase substantially all of the assets of these
entities. KPMG and the barns filed an application with the
Saskatchewan Court of Queen's Bench seeking approval for the terms
of the sale.

On April 13, 2004, Heartland Pork and seven related hog
operations sought temporary protection under the Companies'
Creditors Arrangement Act (CCAA). Since that time, the
court-appointed monitor has been receiving expressions of
interest from potential purchasers.

Sterling Pork Farm, a subsidiary of Stomp Pork Farm Ltd.
submitted an offer to purchase the hog operations and its related
assets. Under the terms of the offer, rural-based employees
working in the hog barns will be retained by Stomp. Stomp
currently owns 7,500 sows and operates 9 facilities located near
Leroy Saskatchewan.

Brian Trypka of KPMG expects that the judge will hear the
application today, May 11, 2004. Should approval be received, the
sale is scheduled to close on May 15, 2004.

Saskatchewan Wheat Pool, the majority shareholder in these
operations has been providing interim financing to the hog
operations through the court protection process. The Pool
announced several weeks ago its exit from the hog industry and as
a result recorded a non-cash impairment charge in its second
quarter. Based on the current offer to purchase, the Pool
believes that the pre-tax, $10.7 million impairment charge that
was recorded in the 2nd quarter will be adequate to cover its
loss on investment in the pork industry.


HELLER, JACOBS & KAMLET: Case Summary & 20 Unsecured Creditors
--------------------------------------------------------------
Debtor: Heller, Jacobs & Kamlet, LLP
        Eleven Hanover Square, Second Floor
        New York, New York 10005

Bankruptcy Case No.: 04-13127

Type of Business: The Debtor is a limited liability law firm.

Chapter 11 Petition Date: May 7, 2004

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtor's Counsel: Yann Geron, Esq.
                  Geron & Associates, P.C.
                  13 East 37th Street, Suite 800
                  New York, NY 10016
                  Tel: 212-682-7575
                  Fax: 212-682-4218

Total Assets: $1,200,022

Total Debts:  $1,464,769

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
260/261 Madison Equities      Rent in Arrears           $645,064
GPO Box 5448
New York NY

Lisa Prawer                   Business Debt             $289,000
47 Robinson Avenue
Glen Rock NY 07452

Milton Thurm                  Alleged Blanket Lien      $112,500

Leonard A. Sheft              Legal Fees                 $93,118

Citibank, N.A.                Blanket Lien               $52,537

M. Phillips & Co.             Business Debt              $43,576

Thomson West                  Business Debt              $39,114

Matthews & Co., LLP           Business Debt              $34,400

McLaughlin & Stern, LLP       Business Debt              $32,272

CPR Computer Services         Business Debt              $16,280

AICCO                         Business Debt              $14,177

Xerox Corporation             Business Debt              $10,895

Martindale-Hubbell            Business Debt              $10,395

Time Record Storage Co.       Business Debt               $8,310

Lexis Nexis                   Business Debt               $6,892

Chubb Group of Insurance Co.  Business Debt               $6,716

NEC Financial Services        Business Debt               $6,132

Verizon                       Business Debt               $5,123

M.Goodman & Associates, P.C.  Rent in Arrears             $4,500

Kyocera Mita                  Business Debt               $4,343


HIGH VOLTAGE: Court Sets May 13 as the Last Day to File Claims
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts has
established May 13, 2004 at 5:00 p.m. as the last day to file
proofs of claim against High Voltage Engineering Corporation and
its debtor-affiliates on account of claims arising before March 1,
2004.

Official Form No. 10 Proof of Claim forms may be obtained at
http://www.uscourts.gov/bkforms/

Claims must identify the specific debtor against which the claim
is asserted.  Separate Claims should be filed with respect to each
debtor. Claims should be filed with the debtors' claims, noticing
and balloting agent:

     If sent by mail:                 

               Donlin, Recano & Company, Inc.   
               As Agent for the U.S. Bankruptcy Court
               Re: High Voltage Engineering Corp., et al.
               P.O. Box 2099, Murray Hill station
               New York, NY 10156

     If sent by Hand or Overnight Courier:                 

               Donlin, Recano & Company, Inc.   
               As Agent for the U.S. Bankruptcy Court
               Re: High Voltage Engineering Corp., et al.
               419 Park Avenue South, Suite 1206
               New York, NY 10016

Questions regarding the filing and processing of a proof of claim
may be directed to Donlin, Recano & Company at telephone number
(212) 771-1128

The Debtor designs and manufactures technology- based products in
three segments: power conversion technology and automation,
advanced surface analysis instruments and services, and monitoring
instrumentation and control systems for heavy machinery and
vehicles. The Debtor filed for Chapter 11 protection on March 1,
2004 (Bankr. Mass. Case No.: 04-11586) before the Honorable Joan
N. Feeney. The Debtors' Counsel are Christian T. Haugsby, Esq. and
Douglas B. Rosner, Esq. of Goulston and Storrs; and  Vivek
Melwani, Esq. of Fried, Frank, Harris, Shriver & Jacobson. The
Debtors' Financial Advisor is John P. Fitzsimons, Managing
Director, Evercore Restructuring L.P. At January 25, 2003, the
company listed total assets of $371,204,000 and total liabilities
of $533,357,000.


HOLLINGER INC: Provides Update on Subscription Receipts Offering
----------------------------------------------------------------
Hollinger Inc. (TSX: HLG.C; HLG.PR.B; HLG.PR.C) provides this
update on its progress in satisfying the escrow conditions in
connection with the offering and sale of CDN$211 million of
subscription receipts of Hollinger previously announced on
April 2, 2004 and closed on April 7, 2004. It is anticipated that
the Escrow Conditions will be satisfied and the gross proceeds of
the Offering being held in escrow will be released on June 9, 2004
and the completion of the mandatory payments will be made on
June 11, 2004.

Hollinger provided notice to the holders of its outstanding
11.875% senior secured notes due 2011 that it has elected,
pursuant to the indenture governing the Notes, to redeem 35% of
the US$120 million aggregate principal amount of the Notes on June
11, 2004 at a redemption price of US$1,118.75 per US$1,000
principal amount of the portions of the Notes redeemed, plus
accrued and unpaid interest on such portions to the redemption
date. Completion of the partial redemption of the Notes is subject
to satisfaction of the Escrow Conditions on or before June 15,
2004.

Hollinger has also commenced an offer to purchase for cash any and
all of its outstanding Notes for US$1,000 per US$1,000 principal
amount of Notes plus accrued and unpaid interest to the settlement
date. The Offer is being made pursuant to the Indenture with
respect to asset sales which may have occurred in connection with
the Offering and the sale by Hollinger of a total of 275,000
shares of Class A Common Stock of Hollinger International Inc. to
a third party completed in March 2004. Any Notes tendered in the
Offer will not be outstanding for the purposes of the partial
redemption of the Notes. The Offer is conditioned in part on
satisfaction of the Escrow Conditions on or before June 15, 2004.
Unless extended, the Offer will expire on June 8, 2004 with
payment being made on June 11, 2004. If any of the Escrow
Conditions is not satisfied, the Offer will be reduced to an offer
to purchase up to US$4.675 million in principal amount of Notes
and the expiration date will be extended to June 22, 2004, with
payment being made on June 25, 2004. This announcement is not an
offer to purchase, a solicitation of an offer to purchase or a
solicitation of consent with respect to any securities. The Offer
will be made solely by, and subject to terms and conditions set
forth in, Hollinger's offering circular in respect of the Offer,
which is being sent to the holders of Notes.

Hollinger also provided notice to the holders of its Series
III Preference Shares that, in accordance with its articles, it
will redeem all of the outstanding Series III Preference Shares
on June 11, 2004 at a redemption price per Series III Preference
Share of CDN$10.00, plus all accrued and unpaid dividends to and
including the redemption date. Completion of the redemption of
the Series III Preference Shares is subject to satisfaction of
the Escrow Conditions on or before June 15, 2004.

Hollinger will be holding a special meeting of the holders of its
Common Shares and Series II Preference Shares on May 27, 2004 for
the purpose of approving, among other things, the Offering. In
this regard, Hollinger has mailed a management proxy circular to
its shareholders describing the particulars of the matters to be
voted on.

Further to Hollinger's announcement on April 30, 2004, Hollinger
is currently in discussions with the Ontario Securities
Commission relating to the timing of filing and the basis of
presentation of its 2003 annual financial statements and its
first quarter 2004 interim financial statements. As a result of
the delay in filing such financial statements, Hollinger has
voluntarily requested that a management and insider cease trade
order be issued by the securities regulatory authorities in
Canada. If granted, such order will allow public shareholders of
Hollinger to continue to trade in its shares while the company
attempts to resolve the various accounting and audit issues which
will allow it to file the required financial statements.

Hollinger's principal asset is its approximately 72.3% voting and
29.7% equity interest in Hollinger International Inc. Hollinger
International is a global newspaper publisher with English-
language newspapers in the United States, Great Britain
and Israel. Its assets include The Daily Telegraph, The Sunday
Telegraph and The Spectator and Apollo magazines in Great
Britain, the Chicago Sun-Times and a large number of community
newspapers in the Chicago area, The Jerusalem Post and The
International Jerusalem Post in Israel, a portfolio of new media
investments and a variety of other assets.

As reported in the Troubled Company Reporter's March 3, 2004
edition, Hollinger Inc. (TSX: HLG.C; HLG.PR.B; HLG.PR.C) did not
make the interest payment due March 1, 2004, on its outstanding
US$120 million aggregate principal amount of 11.875% senior
secured notes due 2011. The non-payment of interest does not
constitute an event of default under the indenture governing the
Senior Secured Notes unless such non-payment continues for a
period of 30 days from the date such interest is due. Hollinger,
together with its advisors, are continuing to actively examine
Hollinger's available options in order to satisfy its obligations
under the Senior Secured Note indenture in a timely manner.


HOLLINGER INT: Files Amended $1 Billion Suit Against Executives
---------------------------------------------------------------
Hollinger International Inc. (NYSE: HLR) announced that the
Special Committee of its Board of Directors has filed an amended
complaint on behalf of the Company in its lawsuit against certain
directors and former directors and officers, as well as the
Company's controlling shareholder and its affiliated companies, in
the U.S. District Court for the Northern District of Illinois. The
initial complaint, filed on January 17, 2004, sought the recovery
of more than $200 million in damages, plus interest, from the
defendants named in the action. In the amended filing, the Company
is seeking the recovery of $484.5 million, including approximately
$380.6 million in damages and $103.9 million in prejudgment
interest. The Company has also asserted in the complaint that
defendants engaged in a pattern of racketeering activities and is
seeking treble damages under applicable provisions of the
Racketeer Influenced and Corrupt Organizations Act ("RICO"). The
Company's total claim including treble damages is $1.25 billion,
plus attorneys' fees.

In the initial complaint, the Company alleged that money had been
taken from the Company improperly through two forms of related-
party transactions -- "non-competition" styled payments and
excessive management fees. In its amended filing, the Company has
asserted additional claims alleging breaches of fiduciary duty in
connection with the sale of certain newspaper assets at less than
fair value to companies controlled by certain of the defendants
and claims to recover certain bonuses previously paid in
connection with the operations of Hollinger Digital LLC, a
subsidiary of the Company. The new complaint also alleges a
violation of RICO based upon the alleged fraudulent diversion of
Company funds through improperly obtained non-competition and
other payments of fees, transfers of certain newspaper assets at
less than fair value, and other acts.

The Company will be filing the amended complaint as an exhibit to
a Form 8-K with the U.S. Securities and Exchange Commission.

Hollinger International Inc. is a global newspaper publisher with
English- language newspapers in the United States, Great Britain,
and Israel. Its assets include The Daily Telegraph, The Sunday
Telegraph and The Spectator magazine in Great Britain, the Chicago
Sun-Times and a large number of community newspapers in the
Chicago area, The Jerusalem Post and The International Jerusalem
Post in Israel, a portfolio of new media investments and a variety
of other assets.

As reported in the Troubled Company Reporter's March 17, 2004
edition, Hollinger International Inc. (NYSE: HLR) announced that
primarily as a result of the ongoing investigation being conducted
by the Special Committee of the Company's Board of Directors, as
well as the disruption of management services provided to the
Company arising from its ongoing dispute with Ravelston
Corporation Limited, the Company is not able to complete its
financial reporting process and its audited financial statements
for inclusion in the Annual Report on Form 10-K for fiscal year
2003 by the filing deadline.  The Company intends to complete its
financial reporting process as soon as practicable after the
completion of the investigation by the Special Committee, and then
promptly file the 10-K.

The company's September 30, 2003, balance sheet shows a working
capital deficit of about $293 million.


HOLLINGER INTL: Mr. Radler Says Amended Complaint Lacks Merit
-------------------------------------------------------------
Hollinger International's amended complaint, filed on Friday,
May 7th, is without merit and will be defended vigorously, said a
spokesman for Mr. Radler.

"For all of its sensational claims of RICO violations and billion-
dollar damages, the amended complaint makes some curious
omissions. It repeatedly acknowledges that many of the things Mr.
Radler is being accused of were presented to the Board, considered
by the Board, and approved by the Board, yet it somehow fails to
implicate the board in any of the alleged misconduct."

"For all that, the Special Committee has done everyone a service
by finally making its allegations in court where they can and will
be vigorously defended. In the meantime, the public relations
campaign that has been waged against Mr. Radler over the past
several months requires that we set the record straight on certain
basic facts."

Ravelston Fees

Some of the allegations made by the Company concern Hollinger's
payment of management fees to Ravelston Management, Inc. In every
instance, these management fees were fully disclosed to and
approved by the Hollinger Audit Committee and Board of Directors.
All information that the Board or Audit Committee requested or
sought in considering the approval of these fees was provided to
them. Information concerning these fees was fully disclosed on an
annual basis to KPMG, the Company's outside auditors. In 2001,
KPMG did an independent analysis of the management fees paid to
Ravelston and found them to be not only appropriate but
conservative.

CanWest Non-Competition Agreements

The CanWest non-competition agreements were disclosed to and
approved by both the Hollinger Audit Committee and the Board of
Directors. This deal was negotiated by Lord Black, and the non-
competes were requested by the Buyer in an effort to prevent Mr.
Radler and others from competing in a significant portion of
Canada, where CanWest's principal operations are based.

Horizon Transactions

The community newspapers purchased by Horizon were papers that
Hollinger had previously tried to sell, but failed. The sales of
all of Hollinger's community newspapers resulted in net capital
gains to the company of over $600 million.

The first sale to Horizon was in April 1999, in an effort by
Hollinger to sell a group of community newspapers that another
buyer had not wanted.

This sale was disclosed fully to the Hollinger Audit Committee and
Board of Directors, and the terms of the deal were approved in a
subsequent fairness opinion submitted to the Company by Dirks, Van
Essen, an expert in newspaper sales.

In April/May 2000, Morgan Stanley Dean Witter was retained by the
Company to prepare a memorandum offering for sale the few
community newspapers that had not been sold. After efforts to sell
these papers on behalf of Hollinger were unsuccessful, several of
these small remaining community newspapers were sold to Horizon in
separate transactions. Officers of the Company other than
Mr. Radler negotiated these small sales to Horizon and oversaw the
completion of due diligence. Mr. Radler was not involved in the
negotiations on behalf of Horizon.

The amended complaint alleges that third parties were willing to
pay a different price for these properties. The individuals who
were involved in the negotiation and due diligence aspects of
these sales, in addition to Mr. Radler, contradict these
allegations.

With specific regard to Horizon's purchase of the San Juan and
Skagit Valley papers, these papers were losing money at the time
of their sale by Hollinger. By purchasing these papers, Horizon
spared Hollinger further losses on their operations and the cost
of shutting them down.

After taking into account operating losses, the write-off of
receivables, transaction costs and other items, Horizon incurred a
net loss on its subsequent sale of these papers of $12,000. This
does not include a non-compete agreement Horizon was required to
give as a condition to closing the sale of the Journal of the San
Juan Islands. That agreement, which Horizon values at $250,000,
prevented Horizon from entering certain key markets.

Hollinger Digital

All bonuses referred to in the amended complaint pertaining to
Hollinger Digital, LLC were paid according to procedures approved
by the Board of Directors.

Hollinger International Inc. owns English-language newspapers in
the United States, United Kingdom, and Israel. Its assets include
The Telegraph Group Limited in Britain, the Chicago Sun- Times,
the Jerusalem Post, a large number of community newspapers in the
Chicago area, a portfolio of new media investments, and a variety
of other assets.

As reported in the Troubled Company Reporter's March 17, 2004
edition, Hollinger International Inc. (NYSE: HLR) announced that
primarily as a result of the ongoing investigation being conducted
by the Special Committee of the Company's Board of Directors, as
well as the disruption of management services provided to the
Company arising from its ongoing dispute with Ravelston
Corporation Limited, the Company is not able to complete its
financial reporting process and its audited financial statements
for inclusion in the Annual Report on Form 10-K for fiscal year
2003 by the filing deadline.  The Company intends to complete its
financial reporting process as soon as practicable after the
completion of the investigation by the Special Committee, and then
promptly file the 10-K.

The company's September 30, 2003, balance sheet shows a working
capital deficit of about $293 million.


HOLLINGER INTL: Ravelston Calls Amended Suit "Tabloid Journalism"
-----------------------------------------------------------------
The Ravelston Corporation Limited, in response to an announcement
by Hollinger International that it had amended its lawsuit against
Ravelston and others, issued the following statement on behalf of
Ravelston and other co-defendants, although Ravelston noted that
it had yet to be served with the complaint:

"Hollinger International's amending its lawsuit to include
allegations of racketeering is tabloid journalism masquerading as
law. Overreaching use of the Racketeer Influenced and Corrupt
Organizations Act has been frowned upon in virtually every circuit
court in the United States. When this complaint is heard in a
court of law, the poverty of this case will be plainly
demonstrated.

"The vast majority of the agreements and transactions to which
Hollinger International is apparently objecting were reviewed and
approved by its independent directors. Hollinger International's
directors, audit committee members and advisors were all extremely
sophisticated professionals. The chairman of the audit committee,
for example, is a well-known former U.S. attorney, former governor
and current chairman of a major corporate law firm. The Board's
advisers included some of the nation's largest law firms and
auditors that regularly counsel major companies on corporate
governance issues. Their intimacy with the principles of corporate
governance and their respective executive and professional talents
belie any suggestion in the complaint that they did not approve,
ratify and otherwise supervise the affairs of Hollinger
International as responsible fiduciaries.

"We look forward with confidence to litigating this matter and
will respond in full to the complaint through the appropriate
legal channels."

Hollinger International Inc. is a global newspaper publisher with
English- language newspapers in the United States, Great Britain,
and Israel. Its assets include The Daily Telegraph, The Sunday
Telegraph and The Spectator magazine in Great Britain, the Chicago
Sun-Times and a large number of community newspapers in the
Chicago area, The Jerusalem Post and The International Jerusalem
Post in Israel, a portfolio of new media investments and a variety
of other assets.

As reported in the Troubled Company Reporter's March 17, 2004
edition, Hollinger International Inc. (NYSE: HLR) announced that
primarily as a result of the ongoing investigation being conducted
by the Special Committee of the Company's Board of Directors, as
well as the disruption of management services provided to the
Company arising from its ongoing dispute with Ravelston
Corporation Limited, the Company is not able to complete its
financial reporting process and its audited financial statements
for inclusion in the Annual Report on Form 10-K for fiscal year
2003 by the filing deadline.  The Company intends to complete its
financial reporting process as soon as practicable after the
completion of the investigation by the Special Committee, and then
promptly file the 10-K.

Hollinger's September 30, 2003, balance sheet shows a working
capital deficit of about $293 million.


INDYMAC MANUFACTURED: S&P's 1998-2 Class M-2 Rating Slides to D
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class M-2
of IndyMac Manufactured Housing Contract Pass-Through Trust 1998-2
to 'D' from 'CCC'. At the same time, the ratings on the remaining
classes from the same transactions are placed on CreditWatch with
negative implications.

The CreditWatch placements reflect the poor performance of the
underlying pool of manufactured housing contracts, high projected
cumulative net losses, and deteriorating credit support.

The lowered rating on class M-2 reflects the unlikelihood that
investors will receive timely interest, and the ultimate repayment
of their original principal investment. Indymac 1998-2 reported an
outstanding liquidation loss interest shortfall in the amount of
$1,982.10 for the class M-2 certificates on the April 2004 payment
date. Given the adverse performance trends displayed by the
underlying pool of manufactured housing contracts and the location
of the class M-2 unpaid liquidation loss interest shortfall near
the bottom of the payment priority established for the
transaction, Standard & Poor's believes that class M-2 interest
shortfalls will continue to be prevalent in the future.

High losses have reduced the transaction's overcollateralization
ratio to zero and have resulted in the complete write-down of the
class B-2 and B-1 certificates. Standard & Poor's lowered its
rating on the class B-2 certificates from 'CCC-' to 'D' in
December 2001 to reflect an outstanding liquidation loss interest
shortfall. Furthermore, the rating on class B-1 was lowered to 'D'
in February 2003, also to reflect an outstanding liquidation loss
interest shortfall.

Standard & Poor's will continue to monitor and analyze the
performance of the underlying collateral to determine if any
further rating actions are necessary.
   
                         Rating Lowered
  IndyMac Manufactured Housing Contract Pass-Through Trust 1998-2

                             Rating

               Class   To        From
               M-2     D         CCC
     
            Ratings Placed On Creditwatch Negative
  IndyMac Manufactured Housing Contract Pass-Through Trust 1998-2
    
                             Rating
               Class   To              From
               A-2     BBB/Watch Neg   BBB
               A-3     BBB/Watch Neg   BBB
               A-4     BBB/Watch Neg   BBB
               M-1     B+/Watch Neg    B+


INFRASOURCE SERVICES: S&P Assigns BB- Corporate & Sr. Debt Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Aston, Pennsylvania-based InfraSource Services
Inc. At the same time, Standard & Poor's assigned its 'BB-' senior
secured bank loan rating and recovery rating of '5,' indicating
negligible (less than 25%) recovery of principal in the event of a
default, to the company's $157.2 million senior secured credit
facility.

The specialty contractor provides infrastructure services to the
power, telecommunications, and general industrial markets. Its
total debt (including present value of operating leases)
outstanding as of Dec. 31, 2003, was about $169 million. The
outlook is stable.

"Niche market positions, growing geographic presence, and a highly
variable cost structure temper downside risk," said Standard &
Poor's credit analyst Heather Henyon. "Modest liquidity, weak end-
markets, and customer concentration strain upside rating
potential."

The $157.2 million senior secured credit facility consists of a
$75 revolving credit facility with a $50 million letter of credit
sublimit and $82.2 million term loan. The revolving credit
facility matures in 2009, and the term loan is due in 2010. The
credit facility is secured by a perfected first-priority security
interest in substantially all of InfraSource's tangible and
intangible assets, all of the capital stock of the company's
domestic subsidiaries, and 66% of the capital stock of its foreign
subsidiaries.

Liquidity is considered modest, and maintenance of at least $50
million (access to bank lines and cash) is a key underpinning to
the rating. InfraSource is finalizing a $75 million revolving
credit facility, which will have $53 million in availability after
taking $22 million of outstanding letters of credit into
consideration. Balance-sheet cash pro forma for the IPO is
expected to be about $35 million. As working capital needs
increase, particularly upon the award of large power projects,
liquidity may decline somewhat. Scheduled debt amortization, about
$1 million per year through 2008, is negligible. At Dec. 31, 2003,
the company was in compliance with its financial covenants, which
provide some cushion.


INSIGHT COMMS: Fitch Junks Rating on 12.25% Senior Discount Notes
-----------------------------------------------------------------
Fitch Ratings has initiated coverage of Insight Communications
Company, Inc. (ICCI), Insight Midwest, LP (Insight) and Insight
Midwest holdings, LLC (Holdings).

Fitch has assigned a 'CCC+' rating to ICCI's 12.25% senior
discount notes due 2011. Additionally, Fitch has assigned a 'B+'
rating to Insight's 9.75% senior unsecured notes due 2009 and the
10.50% senior unsecured notes due 2010. Lastly, Fitch has assigned
a 'BB+' rating to the senior secured bank facility at Holdings.
The Rating Outlook for all of the ratings is Stable. Fitch's
rating actions effect approximately $2.8 billion of debt as of the
end of the first-quarter 2004 (1Q'04) of which approximately $1.5
billion is senior secured.

Fitch's ratings incorporate the expectation that the company will
generate positive and sustainable free cash flow during 2004, the
completion of its cable plant modernization program, strong
liquidity position and favorable debt maturity and bank
amortization schedule.

Fitch anticipates the company will generate approximately $50
million of free cash flow during 2004. During 1Q'04, the company
generated approximately $51 million of free cash flow. The strong
first quarter performance is attributable to lower cash interest
payments (Insight's cash interest payments on its bonds are due
during the second and fourth quarters) and a positive contribution
from changes in working capital.

Fitch expects that continued growth of high margin products such
as high speed data and advanced digital products will be central
to the company's ability to generate positive free cash flow in
2004. Fitch believes that the high speed data product contributes
a significant portion of ICCI's overall EBITDA growth. During
1Q'04, the company added 28,000 high speed data subscribers
reflecting a 12% sequential increase and a 53% year over year
increase relative to the same period last year. Data revenues
increased approximately 43% relative to the first quarter of 2003
and account for 12% of the company's first quarter revenues.

Fitch's ratings also reflect the increasing business risk and
negative impact on subscriber metrics, revenue growth, and margin
performance stemming from the launch of local broadcasts into
local markets by the direct broadcast satellite operators (DBS)
into many of the company's service areas. At the end of 2003
approximately 68% of the company's basic subscribers were in
markets where DBS operators offered local into local service. This
metric is expected to grow to 90% by the end of 2004 as the
company's Peoria and Rockford Illinois markets are expected to be
launched in 2004. Additionally, ICCI will face increasing
competitive pressures as the marketing alliances formed between
DBS operators and RBOCs launch promotions within ICCI's markets.
Fitch anticipates that the increased level of competition will
result in continued basic subscriber losses. Fitch expects that
the company may lose up to 1% of its basic subscribers during
2004. Additionally Fitch expects that the company will increase
its marketing efforts and expenditures in order to retain its
subscriber base and drive penetration of high margin services
resulting in additional pressure on the company's EBITDA margin.

ICCI's partnership with Comcast represents significant event and
refinancing risk to investors throughout the company's capital
structure. At any time after Dec. 31, 2005 either partner can
elect to exit the Insight partnership. The lack of clarity
surrounding the long term existence of the partnership with
Comcast will remain an overhang on the company's credit profile.

As the end of the first quarter 2004, the company reported $2.8
billion of debt on its balance sheet. Leverage (total debt to LTM
EBITDA) at the end of the first quarter stood at 7.15 times (x)
through the senior convertibles. Leverage (bank debt to LQA
EBITDA) at Holdings was 3.9x comfortably within the bank covenant
of 4.75x. Fitch expects that by year end 2004, the company's
leverage will decrease slightly benefiting from expected EBITDA
growth and free cash flow being utilized to meet scheduled bank
amortization. For the year ended 2004, Fitch's leverage
expectation for ICCI ranges between 6.7x and 6.85x.

Cash from operations coupled with available capacity under the
company's facility will provide the company with sufficient cash
resources to meet cash requirements. As the end of 1Q'04, the
company had approximately $350 million of available liquidity
under the most restrictive covenants contained within Holdings'
bank agreements. The company's liquidity position is supported by
relatively light bank amortization schedule. Required bank term
amortization is approximately $62 million during 2004 and $83
million in 2005. No public debt is scheduled to mature before 2009
when the senior notes become due.

The notching between the senior unsecured debt at Insight and the
senior secured debt at Holdings reflects the structural seniority
of the bank debt and the superior asset valuations that secure the
bank facility and support a high level of anticipated recovery
prospects. The 'CCC+' rating of ICCI's senior discount notes
reflects the level of subordination within the company's
consolidated capital structure.

The Stable Outlook reflects Fitch's expectation that the company
will continue to generate EBITDA growth and sustainable free cash
flow. Growth in high margin products coupled with growth from the
company's core video products is expected to drive EBITDA growth.
Fitch would view negatively unanticipated levels of basic
subscriber losses, slower than expected roll out and acceptance of
advanced digital products such as video on demand, high definition
television and digital video recorders, or a material slow down to
the pace of high speed data subscribers.

These ratings are based on existing public information and are
provided as a service to investors.


INTERPUBLIC GROUP: First Quarter 2004 Net Loss Tops $16.9 Million
-----------------------------------------------------------------
Interpublic Group of Companies Inc., (NYSE: IPG) announced first
quarter revenue increased 6% to $1.4 billion versus the same
period last year. In constant currency, revenue increased 0.9% in
the quarter relative to the first quarter of 2003.

                        Highlights

-- Compared to the same period last year, organic revenue
   decreased 0.6%, improving sequentially from the prior quarter
   for the fourth consecutive quarter.

-- Reported operating margin for the quarter was (0.7%) compared
   to 1.6% in the first quarter of 2003. Excluding restructuring
   and long-lived asset impairment charges, operating margin was
   4.7%, compared to a like margin of 2.4% in 2003. The company's
   motor sports unit further negatively impacted operating margin
   by 60 basis points in the first quarter of 2004.

-- First quarter net loss was $16.9 million or ($0.05) per share.

   Charges associated with the company's previously announced
   restructuring program were $70.2 million, of which $7.6 million
   are included in office and general expenses.

   Non-cash investment and long-lived asset impairment charges
   were $8.8 million.

-- Continued improvement in the company's balance sheet and
   financial condition relative to the same period a year ago.

   At the end of the first quarter, Interpublic's total debt was
   $2.3 billion, compared to $3.3 billion a year earlier.

   Net debt stood at $894 million, down from $2.1 billion at the
   end of last year's first quarter.

   The company's debt-to-capital ratio at the end of the first
   quarter was 47.1%, down from 60.4% at the same point in 2003.

-- Subsequent to the quarter, Interpublic announced that it had
   reached agreement to terminate its contract and related
   guarantees with the Formula One Administration Limited relating
   to the British Grand Prix. This contract was originally
   scheduled to terminate in 2015. Charges in the amount of
   approximately $80 million related to this transaction will be
   recognized in the second quarter of 2004, reflecting payments
   of $93 million offset by reserves related to these matters. The
   company remains bound under its Silverstone lease and related
   obligations through the end of 2007.

David Bell, Chairman and CEO, The Interpublic Group, states:

"Performance in the quarter provides further evidence that our
turnaround is successfully reaching the end of its initial phase.

"Organic growth improved sequentially for the fourth consecutive
quarter. We saw indications at many of our companies of a more
favorable business climate in the United States, as well as
further signs of revenue strengthening at McCann.

"Our ongoing focus on improving financial talent, systems and
controls is beginning to yield results. We are also seeing
sustained benefits from our restructuring program. Excluding
restructuring and long-lived asset impairment charges, operating
margin in the quarter nearly doubled relative to the same measure
a year ago.

"We remain committed to moving the company through a change
process as rapidly as possible. We have made significant strides
in the first year, but there is still much work to be done."

                     First Quarter Revenues

Revenue increased 6.0% in the first quarter to $1.4 billion,
compared with the year-ago period. This largely reflects improving
favorable foreign currency translations. On a constant currency
basis, operating revenue in the first quarter increased 0.9%
compared to the first quarter of 2003.

Organic revenue--defined as revenue in constant currency adjusted
for acquisitions and dispositions, as well as the impact of
reclassifying certain out of pocket expenses--decreased 0.6% in
the first quarter compared to the same quarter in 2003.

In the United States, reported revenue for the first quarter
increased 3.9%, while organic revenue increased 1.3% compared to
the same period in 2003. In markets outside of the United States,
reported revenue rose 9.2% in the first quarter. In constant
currency, international revenue decreased 3.0% in the quarter and
organic revenue decreased 3.0% compared to the first quarter of
2003.

Organic and constant currency revenue are non-GAAP measures, which
are defined and reconciled in the schedules that follow this
release.

               First Quarter Revenue Analysis

A comprehensive analysis of Interpublic's geographic revenue mix
and performance will be provided on the company's conference call
and is available through the company's web site.


                         Organic Revenue Trend
                        -------------------------

             Q1 2003     Q2 2003    Q3 2003    Q4 2003    Q1 2004
             -------     -------    -------    -------    -------
              -6.0%       -4.5%      -3.1%      -1.1%      -0.6%


                        New Business

Significant wins during the first quarter included the CRM
consolidation at Microsoft, Miller Genuine Draft, Allstate
Insurance, Marriott International, CVS pharmacies, media
consolidation wins at Interbrew and Levi Strauss, as well as new
assignments with General Motors in Europe. Notably, the company
retained two significant accounts: the media agency of record
assignment for America Online in the first quarter and Verizon
Wireless early in the second quarter.

                     Collaboration Update

The company continued to make progress against its Organic Growth
Initiative (OGI), which was introduced in August of last year.
During the quarter, OGI activity generated an additional 30
projects, bringing the total of on-stream collaborative
assignments to 130. Overall, collaborate projects involve over 450
Interpublic employees across more than 20 companies and represent
an anticipated $65 to $75 million in annualized revenue.

                      Operating Expenses

Salary and related expenses increased 2.3% in the first quarter to
$874.0 million, as the benefits of the company's restructuring
efforts were offset by the impact of currency translation. On a
constant currency basis, salary and related expenses decreased
2.8%. Since the first quarter of 2003, headcount has declined from
45,500 to 43,700.

Office and general expenses increased 8.0% to $463.3 million,
driven largely by higher foreign exchange rates, primarily in
Europe, as well as by increases in out of pocket expenses billed
to clients. Adjusted for currency, acquisitions and dispositions,
and these out of pocket expenses, office and general expenses
decreased by 4.0%. This improvement reflects benefits of the
company's restructuring program, a decrease in bad debt expense
and a reduction in bank fees.

                     Restructuring Program

Continuing the restructuring actions, the company recorded a pre-
tax restructuring charge of $62.6 million, $55.9 million of which
will be cash. Through the first quarter, the company has incurred
$238.2 million of restructuring charges, of which $229.9 million
will be cash and $124.7 million has been paid. The company expects
to generate gross annualized savings of approximately $200 million
from actions taken to date.


In the quarter, restructuring charges
were applied as follows:
                                            Total
                                 -----------------
Severance                                   $22.1
Facilities Costs                             40.5
                                 -----------------
Total Restructuring                         $62.6


The company's restructuring program is essentially complete,
however certain actions will be expensed in the second and third
quarters of 2004, leading to total charges of approximately $300
million, of which approximately $30 million will have been
recorded as office and general expenses.

                  Long-Lived Asset Impairment

Long-lived asset impairment charges (non-cash) totaled $5.6
million in the quarter. Of these, $4.0 million related to the
impairment of goodwill at a business that Interpublic is in
negotiations to sell. The remaining charge is made up of capital
expenditures in the motor sports unit that are impaired as
incurred.

                     Non-Operating and Tax

Interest expense was virtually unchanged at $39.1 million in the
first quarter compared to $38.8 million in the prior year. Higher
average cash balances generated interest income of $9.7 million
during the period, compared to $7.9 million in the first quarter
of last year.

Interpublic recognized a benefit of taxes of $26.8 million in the
quarter. The company's tax rate in the first quarter was impacted
by transactions related to the motorsports business, restructuring
and impairment charges, as well as geographical disparities in
profitability.

                        Debt and Liquidity

At March 31, 2004, cash and equivalents totaled $1.4 billion, up
from $1.2 billion at the same time in 2003. At the end of the
first quarter, Interpublic's total debt was $2.3 billion, compared
to $3.3 billion a year earlier. The company's debt-to-capital
ratio at the end of the first quarter was 47.1%, down from 60.4%
at the same point in 2003.

At the end of the first quarter, net debt was $894 million, down
from $2.1 billion at the end of last years first quarter.


                               Net Debt
                                 ($MM)

                           2002     2003*      2004
                          ------   -------    ------
Debt                      2,867     3,281     2,289
Cash                        575     1,188     1,395
                          ------   -------    ------
Net Debt                  2,292     2,092       894

                      (As of March 31 each year)

                               *Does not add due to rounding

Early next week, the company expects to sign newly negotiated
credit agreements to replace the company's existing committed
credit facilities.

                     About Interpublic

Interpublic is one of the world's leading organizations of
advertising agencies and marketing services companies. Major
global brands include Draft, Foote, Cone & Belding Worldwide,
Golin/Harris International, Initiative, Lowe & Partners Worldwide,
McCann-Erickson, Octagon, Universal McCann and Weber Shandwick
Worldwide.

                        *   *   *

As reported in the Troubled Company Reporter's April 6, 2004
edition, Fitch Ratings affirmed the ratings on The Interpublic
Group of Companies, Inc.'s (IPG) senior unsecured debt at 'BB+',
multi-currency bank credit facility at 'BB+' and convertible
subordinated notes at 'BB-'. The Rating Outlook has been revised
to Stable from Negative. Approximately $2.3 billion of debt is
affected. The ratings on IPG's debt consider the progress made
with its cost structure and strengthened balance sheet as well as
the company's position as a leading global advertising holding
company and its diverse client base with long term relationships
with key accounts. Of concern remains the resolution of the
operation of the Silverstone racetrack and the sizeable related
liabilities and negative organic revenue growth.

The Stable Outlook reflects Fitch's expectation that IPG's
turnaround efforts have begun to steady operating earnings and
cash flow generation. Also acknowledged are the improvements to
IPG's balance sheet and its success in resolving certain non-
operating issues that have been a distraction for the company's
management, including the shareholder lawsuits and asset
dispositions.


IT'S MY PROPERTY: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: It's My Property, Inc.
        1745 Greenwood Lake Turnpike
        Hewitt, New Jersey 07421

Bankruptcy Case No.: 04-25703

Type of Business: Real Estate.

Chapter 11 Petition Date: May 6, 2004

Court: District of New Jersey (Newark)

Judge: Rosemary Gambardella

Debtor's Counsel: Michael G. Boyd, Esq.
                  Chestnut Hill Professional Center
                  157 Engle Street
                  Englewood, NJ 07631
                  Tel: 201-894-9800

Total Assets: $1,438,771

Total Debts:  $1,186,270

Debtor's 2 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Borough of Ramsey             Real Estate Taxes          $36,213
                              plus Penalty

Help-U-Save Realty, LLC       Alleged real estate        Unknown
                              commissions


KOALA CORP: Initiates Restructuring to Reduce Corporate Debt
------------------------------------------------------------
Koala Corporation (OTC Pink Sheets: KARE) announced a
restructuring of the Company that will significantly reduce
corporate debt and allow management to focus on the operations of
the KoalaPlay Group and Fibar business units, which collectively
represented approximately 70% of the Company's total revenue
stream for 2003.

As part of the restructuring, Koala divested its convenience and
activity products business, which includes the Koala Bear Kare
baby changing station product line and trademarks. In a three-
party transaction involving Koala, Bobrick Washroom Equipment,
Inc. and Koala's bank group, Bobrick purchased the assets of the
convenience and activities division. Privately held Bobrick is a
California-based supplier of commercial washroom accessories to
building owners and suppliers in both domestic and international
markets.

The transaction is valued at approximately $15.6 million, which
includes the assumption by Bobrick of approximately $1.2 million
in accounts payable and certain other liabilities of the
convenience and activity business segment. The value of the
transaction is subject to an upward adjustment of up to $1.4
million based on the business unit's final 2004 gross profit
performance. Any such payment would be made to the bank group and
would reduce the stated value of the Preferred Stock described
below, unless used to satisfy other liabilities of Koala under its
agreement with Bobrick.

Approximately $13.6 million in proceeds from the transaction were
applied toward the outstanding balance of Koala's senior credit
facility, which was $29.5 million as of December 31, 2003. In
addition, Koala's bank group reduced the balance due under Koala's
term loan to $3 million, and extended Koala's current revolving
line of credit up to a maximum of $4.5 million.

In exchange for the reduced amounts owed under the term loan,
Koala has issued the bank group shares of Koala 10% Series B
Redeemable Cumulative Preferred Stock with a stated value of
$10.725 million. Dividends on the Preferred Stock accrue at 10%
per year and are payable in additional shares of Preferred Stock.

If by December 31, 2005, Koala repays the current bank group in
full its remaining term debt and the full balance on its revolving
line of credit, Koala can redeem all of the Preferred Stock,
including any shares issued as a dividend, for no cost. After
December 31, 2005, the Company may redeem the Preferred Stock at
redemption values that increase incrementally from 25% to 75% of
stated value through December 31, 2007, after which time the
shares would be redeemable at the full stated value.

If the Company has not redeemed all of the Preferred Stock by
December 31, 2007, the bank group may exercise voting rights that
entitle them to elect the full board of directors of the Company.
Green Manning & Bunch, a Denver-based investment banking firm,
acted as financial advisor to Koala and rendered an opinion as to
the fairness of the restructuring from a financial standpoint to
Koala and its shareholders.

James Zazenski, president and chief operating officer, said, "We
are pleased with the terms of this transaction and the
opportunities it creates for our business, customers and
shareholders. We have significantly reduced both our debt load and
our monthly debt service. In addition, we have eliminated all
financial covenants under the credit agreement. Clearly, this
transaction improves our balance sheet and financial position and
should provide customers with renewed confidence in our ability to
address their project requirements. In addition, we believe this
restructuring represents an important step toward rebuilding
shareholder value.

"Our Baby Changing Station and the other products in our Koala
Bear Kare line have played an important role in establishing the
Koala brand. However, during recent years, our KoalaPlay Group
modular play equipment business has emerged as our principal
revenue channel, and we believe it represents our greatest
opportunity for growth. We believe this is a prudent transaction
that will allow us to focus on our primary business from a
position of renewed financial strength."

Bobrick has agreed to a minimum one-year sublease of the Denver
facilities Koala currently occupies for the operations of the
convenience and activity business. Zazenski estimates that the
majority of the business unit's current staff will remain on site
as employees of Bobrick.

"Going forward, we will continue to sharpen our sales and
marketing efforts and maintain our new product development
programs," Zazenski said. "We look forward to updating customers
and shareholders on our progress at our website, located at
http://www.koala-corporation.com/"

Koala expects that its audit of 2003 results will be completed
soon and intends to include the audited financial statements in
the annual meeting materials that will be sent to shareholders.

                     About Koala

Founded in 1986, Koala Corporation is an integrated provider of
products and solutions designed to help business become "family
friendly" and allow children to play safely in public. The Company
develops and markets a wide variety of infant and child protection
and activities products, which are marketed under the Company's
recognizable "Koala Bear Kare" brand name. Koala's strategic
objective is to address the growing commercial demand for safe,
public play environments for children, as well as products and
solutions that help businesses create family friendly atmospheres
for their patrons.


LABOPHARM: Needs to Raise Funds to Continue as a Going Concern
--------------------------------------------------------------
Labopharm Inc. (TSX: DDS) reported its results for the first
quarter ended March 31, 2004.

Net loss for the quarter ended March 31, 2004 was $7,569,000, or
$0.21 per share, compared with $7,817,000, or $0.25 per share, for
the quarter ended March 31, 2003. The decrease in net loss is the
result of lower expenses related to the clinical trial program for
once-daily tramadol, which was partially offset by the total
stock-based compensation expense of $411,000 for the current
quarter and an increase in depreciation, amortization, and
interest expense.

      Once-Daily Tramadol European Commercialization Program

Labopharm also announced that it has entered formal labeling
discussions with regulatory authorities in France (the Agence
Fran?aise de S,curit, Sanitaire des Produits de Sant,) following a
favourable review of the clinical component of the Company's
Marketing Authorization Application (MAA) for its once-daily
formulation of tramadol. Upon successful completion of the review
of the chemistry, manufacturing and control (CMC) portion of the
MAA, the Company would expect to receive full approval of its
regulatory Application in due course.

"The favourable review of the clinical component of our regulatory
dossier is a considerable step toward full marketing approval and
the launch of our once-daily tramadol product in Europe," said
James R. Howard-Tripp, President and Chief Executive Officer,
Labopharm Inc. "Regulatory approval in France both initiates the
start of the commercialization process as well as the Mutual
Recognition Procedure which provides for rapid marketing approval
by other European Union countries."

            DDS-2003 (Sustained-Release Gabapentin)

Labopharm disclosed that the product candidate previously referred
to as DDS-2003 is a sustained-release formulation of gabapentin, a
centrally-acting modulator of central nervous system function.
Currently available formulations of gabapentin require dosing of
two to three tablets three times per day and the recommended
dosage often exceeds 1,800 mg per day which the Company believes
is largely due to sub-optimal delivery characteristics of the
currently marketed product. Gabapentin is approved for the
treatment of epilepsy and post-herpetic neuralgia. Each year
approximately 26 million people worldwide suffer from some form of
neuropathic pain. Gabapentin is currently marketed in more than
100 countries and in 2003, gabapentin sales exceeded US$2.4
billion in the United States. Labopharm is completing the
formulation phase of DDS 2003 and expects to move DDS 2003 into
clinical development in the second half of 2004.

                     Financial Results

Revenue for the first quarter ended March 31, 2004 was $199,000,
compared with $306,000 for the first quarter ended March 31, 2003.
Investment income for the quarter accounted for $106,000 of total
revenue compared with $228,000 for the same period a year ago,
reflecting lower cash and investment balances and a lower return
on investments, the result of a general decrease in market
interest rates. Revenue from research and development contracts
accounted for $81,000 for the first quarter compared with $78,000
for the quarter ended March 31, 2003. In the first quarter of
2004, the Company derived revenue from the Gruppo Angelini
agreement, under which Labopharm is developing a once-daily
formulation of the antidepressant trazodone hydrochloride. In
2003, the revenue was derived from the MedPointe agreement for
progress made on the development of DDS-2001. During the quarter,
Labopharm recognized $12,000 as licensing revenue, representing a
portion of the up-front payments received from Gruppo Angelini and
Esteve S.A in conjunction with license and distribution agreements
for once-daily tramadol. These up-front payments are being
recognized on a straight-line basis over the term of the
respective agreement with each company.

Research and development expenses (net of tax credits) for the
first quarter ended March 31, 2004 were $4,974,000 compared with
$6,161,000 for the quarter ended March 31, 2003, a decrease of
$1,187,000. The reduction in expense was primarily the result of
the timing and volume of the milestone payments and purchase of
clinical trial material related to the clinical studies for our
tramadol program. Significant costs were incurred upon initiation
of the two Phase III studies in the U.S. in the first quarter
ended March 31, 2003. The decrease in costs related to the
completion of the clinical trial program was partially offset by
increased fixed costs related to the Company's research and
development group and infrastructure, and an amount of $162,000 as
a result of the new requirement to expense all stock-based
compensation, which the Company adopted as of January 1, 2004.

Selling, general and administrative expenses for the quarter ended
March 31, 2004 were $2,141,000 compared with $1,797,000 for
quarter ended March 31, 2003. The increase is due primarily to
stock-based compensation expense, which amounted to $249,000 for
the current quarter as a result of the new accounting requirement.

Cash and investments (including accrued interest) as at March 31,
2004 were $12,459,000 versus $20,851,000 as at December 31, 2003.
Subsequent to quarter end, Labopharm entered into an agreement for
a $30 million bought deal financing. The transaction is expected
to close on or about May 26, 2004.

                  Going Concern Uncertainty

The company's March 31, 2004 report also states:

The Company has incurred significant operating losses and cash
outflows from operations. As at March 31, 2004, the Company's
committed sources of funds and the Company's cash and cash
equivalents on hand are expected to be sufficient to meet the
Company's committed cash obligations and expected level of
expenses into the third quarter of 2004. The ability of the
Company to continue as a going concern is dependent upon raising
additional financing through borrowings or equity financing,
receiving funds through collaborative research contracts or
product licensing agreements and achieving future profitable
operations. The outcome of these matters is dependent on a number
of items outside of the Company's control. As a result, there is
significant uncertainty as to whether the Company will have the
ability to continue as a going concern.

               2004 Annual General Meeting

Labopharm will hold its 2004 Annual General Meeting of
Shareholders, Wednesday, May 12, 2004, at 10:00 a.m. (ET) at the
Stock Exchange Tower, 800 Victoria Square, 4th Floor, Montreal,
Quebec. A live webcast of the meeting will be available at
http://www.labopharm.com/and http://www.financialdisclosure.ca/
The webcast will be archived at the same web sites. Please connect
at least 15 minutes prior to the conference call to ensure
adequate time for any software download that may be required to
join the webcast.

                  About Labopharm Inc.

Labopharm Inc. (TSX:DDS) is an international specialty
pharmaceutical company focused on the development of drugs
incorporating the Company's proprietary advanced controlled-
release technology, Contramid. Contramid can be applied to a wide
variety of drugs in solid oral dosage form, improving their oral
administration and performance and is used to develop products
that are either bio-equivalent to existing, branded products, or
are new branded products. The Company's pipeline includes a
combination of both in-house and partnered programs with products
both in clinical trials and in preclinical development. Labopharm
is also developing implantable mini-tablets based on Contramid for
local administration of drugs and novel nano-delivery systems for
both systemic and targeted delivery of water-insoluble drugs. For
more information, visit http://www.labopharm.com/


LASERSIGHT INC: Looking for New Auditor as KPMG LLP Resigns
-----------------------------------------------------------
KPMG LLP was previously the principal accountant for LaserSight
Incorporated.  On March 16, 2004, the firm resigned as the auditor
of LaserSight as of that date. That determination was a decision
of KPMG LLP and was not recommended or approved by the audit
committee of the Board of Directors of the Company.

KPMG LLP did not issue an audit report on the financial statements
of the Company as of, and for, the year ended December 31, 2003,
or for any subsequent period preceding the date of KPMG LLP's
resignation, as the Company has not filed any financial statement
subsequent to March 31, 2003. KPMG LLP did review LaserSight's
financial statements included in its Form 10-Q for the quarterly
period ended March 31, 2003.

KPMG LLP's most recent audit report was on the consolidated
financial statements of LaserSight as of, and for, the year ended
December 31, 2002. The audit reports of KPMG LLP on the
consolidated financial statements of the Company as of, and for,
the years ended December 31, 2002 and 2001 did not contain any
adverse opinion or disclaimer of opinion, nor were they qualified
or modified as to uncertainty, audit scope, or accounting
principles, except as follows:

KPMG LLP's reports on the consolidated financial statements of
LaserSight as of, and for, the years ended December 31, 2002 and
2001, contained a separate paragraph stating, "The accompanying
consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note
1 to the consolidated financial statements, the Company has
suffered recurring losses from operations and has a significant
accumulated deficit that raises substantial doubt about its
ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 1. The
consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty."

LaserSight Inc. filed for bankruptcy protection under Chapter 11
of the U.S. Bankruptcy Code on September 5, 2003.

As part of LaserSight's previously announced downsizing and re-
focusing, the Company has been in contact with, and is evaluating,
Orlando-based regional and local CPA firms qualified to undertake
SEC audit engagements. The Company has an ongoing selection
process and expects to select a new auditor within 60 days.


LE NATURE'S INC: S&P Rates $75MM Senior Secured Term Loan at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating to Le Nature's Inc.'s proposed $75 million senior secured
term loan B due 2010, which will be issued through an amendment to
the company's existing $100 million senior secured revolving
credit facility due 2008. Le Nature's Inc. manufactures
noncarbonated alternative beverages.

Proceeds from the new term loan will be used to refinance about
$61.9 million of outstanding borrowings on the company's existing
revolving credit facility and about $16.6 million of capital
leases. The rating on the proposed term loan is based on
preliminary offering statements and is subject to review upon
final documentation.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit and other ratings on Le Nature's. The outlook has been
revised to negative from stable.

Standard & Poor's also assigned a recovery rating of '4' to the
combined $175 million senior secured credit facilities. The 'B+'
bank loan ratings and the '4' recovery rating indicate that
lenders can expect marginal (25%-50%) recovery of principal in the
event of a default.

Latrobe, Pennsylvania-based Le Nature's had about $216.5 million
of total debt and about $23.4 million of preferred stock at Dec.
31, 2003.

"The outlook revision reflects Standard & Poor's concerns about
the company's ability to improve credit protection measures in the
near term, as well as the additional layer of more permanent
debt," said Standard & Poor's credit analyst David Kang. Le
Nature's has discontinued selling bulk tea and concentrate to two
key resellers and accelerated and increased its spending related
to its West Coast expansion, resulting in operating results and
credit measures below Standard & Poor's expectations for 2003.
Additionally, although the transaction will add only an
incremental $9 million of debt, it serves to term-out borrowings
on Le Nature's revolving credit facility, thereby increasing the
company's layer of permanent debt.

The ratings reflect Le Nature's narrow product focus, small size,
customer concentration, and leveraged financial profile. These
factors are somewhat offset by the company's strong EBITDA
margins, and its participation in the faster-growing water segment
of the U.S. beverage industry.

Le Nature's develops, produces, and markets naturally flavored,
fully pasteurized alternative beverages, including. bottled water,
ready-to-drink iced teas, and vitamin and mineral fortified juice
drinks. With about $159.5 million of net sales for the fiscal year
ended Dec. 31, 2003, Le Nature's is a very small participant in
the $14.7 billion U.S. noncarbonated soft drink and $8.6 billion
U.S. single-serve bottled water categories.

Given the company's relative size disadvantage and well-below-
average business risk profile, Standard & Poor's expects Le
Nature's to achieve and maintain strong credit protection
measures. This includes lease-adjusted EBITDA coverage of interest
expense (excluding preferred costs) greater than 3.5x and lease-
adjusted total debt and preferred stock to EBITDA of less than
3.5x. If Le Nature's is unable to do reduce leverage to meet these
targets, the ratings could be lowered.


LIBERTY MEDIA: Annual Investor's Meeting to be Webcast on May 13
----------------------------------------------------------------
Liberty Media Corporation (NYSE: L, LMC.B) is hosting its annual
Investor's Meeting, beginning at 12:30 p.m. EDT in New York, New
York on Thursday, May 13, 2004. Interested persons may view the
web cast of the meeting and related materials by visiting the
Liberty Media web site at

   http://www.libertymedia.com/investor_relations/default.htm

and selecting "conference calls" to register for the web cast.

The company's First Quarter Supplemental Financial Information
release will be also be discussed at the Investor's Meeting and
can be accessed through the Liberty Media web site at
http://www.libertymedia.com/press_release/default.htm.

               About Liberty Media Corporation

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

                         *     *     *

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


LONG BEACH: Fitch Rates $15.2 Million Ser. 2004-2 Class B at BB
---------------------------------------------------------------
Long Beach Securities Corporation's asset-backed certificates,
series 2004-2 are rated by Fitch Ratings as follows:

          --$1.26 billion classes A-1, A-2, A-3 and A-4 'AAA';
          --$87.3 million class M-1 'AA';
          --$45.6 million class M-2 'A+';
          --$22.8 million class M-3 mortgage 'A';
          --$22.8 million class M-4 'A-';
          --$18.99 million class M-5 'BBB+';
          --$15.2 million class M-6 'BBB';
          --$18.99 million class M-7 'BBB-';
          --$15.2 million class B 'BB'.

The 'AAA' rating on the senior certificates reflects the 17.35%
credit enhancement provided by the 5.75% class M-1, 3% class M-2,
1.50% class M-3, 1.50% class M-4, 1.25% class M-5, 1.00% class M-
6, 1.25% class M-7 and 1.00% class B, as well as 1.10% initial
overcollateralization (OC). Additionally, all classes have the
benefit of monthly excess cash flow to absorb losses. The ratings
also reflect the quality of the mortgage collateral, strength of
the legal and financial structures, and Long Beach Mortgage
Company's servicing capabilities as master servicer.

Group I consists of fixed-rate mortgage loans (22.39%) and
adjustable-rate mortgage loans (77.61%) secured by first liens on
one- to four-family residential properties, with principal
balances that conform to Fannie Mae and Freddie Mac guidelines.
Approximately 0.80% of the loans are interest only for the initial
two or three years following origination. The Group I mortgage
loans had a cut-off date pool balance of $1,155,696,394. As of the
cut-off date, Group I loans had a weighted average original loan-
to-value ratio (OLTV) of 79.36%. Cash-out refinance loans
accounted for approximately 45.99% of the Group I loans,
condominiums accounted for approximately 6.66%, and second homes
accounted for approximately 0.54%. The weighted average coupon
(WAC) for the Group I loans was 6.797%. The average loan balance
was $156,875 and the weighted average FICO score for the Group I
Loans was 635. The three states that represent the largest portion
of the Group I mortgage loans were California (40.52%), Texas
(7.49%) and Colorado (6.44%).

Group II consists of fixed-rate mortgage loans (12.61%) and
adjustable-rate mortgage loans (87.39%) secured by first liens on
one- to four-family residential properties, with principal
balances that may or may not conform to Fannie Mae or Freddie Mac
guidelines. Nearly 2% of the loans are interest only for the
initial two or three years following origination. The Group II
mortgage loans had a cut-off date pool balance of $363,439,619. As
of the cut-off date, Group II loans had a weighted average OLTV of
79.72%. Cash-out refinance loans accounted for approximately
45.23% of the Group II loans, condominiums accounted for
approximately 3.50%, and second homes accounted for approximately
0.96%. The WAC for the Group II Loans was 6.499%. The average loan
balance was $441,603 and the weighted average FICO score for the
Group II Loans was 637. The three states that represent the
largest portion of the Group II mortgage loans were California
(62.66%) and Texas (5.76%).

All of the mortgage loans were originated by Long Beach Mortgage
Company (LBMC). Long Beach Securities Corporation, a subsidiary of
LBMC, deposited the loans into the trust, which issued the
certificates. For federal income tax purposes, one or more
elections will be made to treat the trust fund as a real estate
mortgage investment conduit (REMIC).


LSP BATESVILLE: S&P Places B- Sr. Bond Rating on Watch Developing
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on LSP
Batesville Funding Corp./LSP Energy L.P.'s $326 million senior
secured bonds to 'B-' from 'B' and placed the rating on
CreditWatch with developing implications.

The rating reflects the project's exposure to Aquila Inc.'s
(B-/Negative/--) credit risk since Aquila is the off-taker of the
project's capacity and electricity for one-third of its total
output pursuant to a power purchase agreement (PPA) and the
project relies on payments from Aquila to service its debt. The
CreditWatch reflects the possibility of the assignment of the
Aquila PPA to a third party that might have a higher or lower
credit rating than Aquila. On April 13, 2004, Aquila sent a letter
to LSP Batesville seeking consent for the assignment of the PPA to
a third party.

The project, a special purpose entity (SPE), is an indirect wholly
owned subsidiary of NRG Energy Inc. (NRG, B+/Stable/--). On May 7,
2004, NRG publicly announced that it had reached an agreement to
sell its 100% interest in LSP Batesville to Complete Energy
Partners LLC. Complete Energy Partners is not a rated entity.
Normally, Standard & Poor's would only rate a 100% owned
subsidiary at a maximum of three notches above the rating of the
parent based on bankruptcy-remoteness provisions, given that the
stand-alone analysis of the subsidiary warrants a higher rating.
However, at the current rating level of LSP Batesville based on
the stand-alone analysis, the credit risk of the parent is not
expected to be a main driver for the project rating.


MIRANT CORP: Court Okays Broniec Associates' Retention as Auditors
------------------------------------------------------------------
The Mirant Corporation Debtors seek the Court's authority to
employ Broniec Associates, Inc., as their Accounts Payable
Auditors, nunc pro tunc to March 11, 2004.

Michelle C. Campbell, Esq., at White & Case, LLP, in Miami,
Florida, informs the Court that the Debtors desire to employ
Broniec to assist them with the review of the Debtors' accounts
payable system to objectively assess the Debtors' disbursement
process.  As accounts payable auditor, Broniec will perform a
comprehensive post-payment audit of accounts payable covering
Fiscal Years 2001 - 2003.  Broniec will conduct a thorough
analysis of each vendor's account to identify overpayments in
these categories:

   * Compliance with purchase order/contract terms
   * Negotiated cash discounts taken upon timely payment
   * Trade discounts applied properly to purchases
   * Advertising allowances properly applied
   * Duplicate payments and erroneous payments made to vendors
   * Freight charges paid correctly
   * Freight charges confirmed to purchase order terms
   * Compliance with established routing procedures
   * Vendor returns calculated and applied properly
   * Freight charges calculated and applied properly on returns
   * Compliance with proper and use tax rates and exemptions
   * Vendor statement review
   * Unclaimed property analysis

According to Gerry A. Conheady, President of Broniec Associates,
Inc., the firm will provide a quantitative analysis report of the
results of its audit upon completion of the engagement.  That
report will analyze Broniec's findings by the type of error
identified.

The Debtors believe that the services Broniec will provide are
necessary to recover certain overpayments that may have been made
as a result of their upgrade of software that did not include a
conversion of some historical payment data.  Although it is quite
frequent in an organization of the Debtors' size that certain
invoices may be duplicated within the accounts payable system and
therefore paid twice, Ms. Campbell explains that it is more
frequent when historical data is not available because recent
historical data within the current system is required to run
system checks and controls for duplications.  The Debtors' vendor
master-file also contains very high counts of "same but different
vendor entries" which may have led to duplicate payments.  In
addition, it is necessary for the Debtors to utilize Broniec to
develop company wide uniform accounts payable policies and
procedures to help avoid overpayments on a going forward basis.

Ms. Campbell states that Broniec's comprehensive accounts payable
audit will expose and recover the maximum of hidden overpayment
balances increasing the greatest available cost savings.  Broniec
will also provide the Debtors with statistical detail and
analysis of its audit findings to assist in making the
disbursement process more accurate and efficient in the future.

The Debtors agree to compensate Broniec on these contingency fee
arrangements:

A. Prepetition Period

   Recoveries up to $500,000                    27%
   Recoveries of $500,001 to $3,000,000         20%
   Recoveries of $3,000,001 to $5,000,000       15%
   Recoveries over $5,000,000                   10%
   Single Cap - $1,000,000 or more              10%

B. Postpetition Period

   Recoveries up to $500,000                    23%
   Recoveries of $500,001 to $3,000,000         15%
   Recoveries over $3,000,000                   10%
   Single Cap - $1,000,000 or more              10%
   
Regardless of any recovery, Broniec will be entitled to
reimbursement of its reasonable expenses in connection with the
engagement.

Mr. Conheady assures the Court that to the best of his knowledge,
Broniec has no interest adverse to the Debtors or to their
estates in the manner for which the firm is to be retained.  

                       *     *     *

Judge Lynn permits the Debtors to employ Broniec, effective
March 11, 2004, on an interim basis.  If no objection is filed
with the Court by May 22, 2004, the Interim Order will become
final on May 23, 2004.

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


NATIONAL CENTURY: Court Authorizes West LB Settlement Agreement
---------------------------------------------------------------
Prior to National Century Financial Enterprises, Inc.'s bankruptcy
petition date, Debtors NPF VI and NPF XII entered into four
interest rate cap transactions with Westdeutsche Landesbank
Girozentrale, AG, wherein NPF VI and NPF XII purchased hedges
against the risk that interest rates would increase above a set
amount.  Charles M. Oellermann, Esq., at Jones Day Reavis & Pogue,
in Columbus, Ohio, explains that the purpose of the hedge
arrangements was to ensure that the Debtors' borrowing costs would
not increase above a specified amount during the term of the hedge
arrangements.  NPF VI and NPF XII paid a fixed premium
for this protection on the effective date of the transactions,
and West LB is obligated to reimburse NPF VI and NPF XII for the
cost of interest paid by NPF VI and NPF XII in excess of the
agreed capped interest rate until the termination date of the
transactions.

NPF XII entered into three interest rate cap arrangements with
West LB:

   (a) On June 21, 2001, NPF XII agreed to pay a $400,000 premium
       with respect to an interest rate cap of 8.50% on a
       notional principal amount of $250,000,000, effective from
       July 2, 2001 to June 1, 2004;

   (b) On November 16, 2001, NPF XII agreed to pay a $300,000
       premium with respect to an interest rate cap of 8.50% on a
       notional principal amount of $150,000,000, effective from
       November 20, 2001 to November 1, 2004; and

   (c) On March 20, 2002, NPF XII agreed to pay an $89,000
       premium with respect to an interest rate cap of 8.50% on a
       notional amount of $222,500,000, effective from January 1,
       2003 to January 1, 2004.

NPF VI entered into one interest rate cap arrangement with West
LB.  NPF VI agreed to pay a $2,695,000 premium with respect to an
interest rate cap of 8.50% on a notional principal amount of
$250,000,000, effective from February 28, 2002 to February 1,
2008.

Mr. Oellermann reports that the Debtors are no longer making
interest payments on their notes.  Thus, the Debtors no longer
require the interest rate protection provided by the hedge
arrangements.  Subsequently, the Debtors entered into discussions
with West LB regarding the value to be realized from terminating
the interest rate caps.  

After arm's-length negotiations, West LB agreed to terminate the
parties' interest rate cap arrangements in consideration for a
payment to the Debtors of a fair valuation of West LB's remaining
exposure under the arrangements.  West LB advised the Debtors
that, as of March 25, 2004, its valuation of the remaining
exposure under the NPF VI Rate Cap Arrangement was $558,464.  
West LB valued the aggregate remaining exposures under the NPF
XII Rate Cap Arrangements to be $337.

Mr. Oellermann points out that the market value of West LB's
remaining exposures will fluctuate, as market conditions and
timing change.  Hence, the actual settlement terms may be more or
less than the March 25, 2004 valuation.

The Debtors consulted with a number of derivative trading
entities to determine whether the valuations proposed by West LB
are fair and reasonable and reflect market conditions.  Based on
the information received from other derivative trading entities,
the Debtors concluded that West LB's valuations reasonably
reflect fair market value.  Moreover, West LB has agreed that in
determining valuation, West LB will obtain market quotations from
four reference market makers for each of the interest rate cap
arrangements.  

At the Debtors' request, the Court approved the settlement
agreement with West LB.

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, along with its affiliates, 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)


NEW WORLD PASTA: Files for Chapter 11 Protection in Pennsylvania
----------------------------------------------------------------
Ronzoni Foods Canada Corporation, producer of Catelli pasta,
Lancia and Ronzoni brands, announced that their parent company,
New World Pasta Company, has filed a voluntary petition seeking
reorganization under Chapter 11 of the U.S. Bankruptcy Code. The
filing will enable the Company to operate under the protection of
the Court while it reorganizes and reduces its debt, strengthens
its financial position and restructures its balance sheet. New
World Pasta is conducting business as usual in the U.S., and
throughout the world. New World Pasta's subsidiaries in Canada and
Italy are not part of the Chapter 11 filing.

Ronzoni Foods Canada's core business activities will continue
unimpeded by actions taken in the US. The business will continue
to operate without interruption.

"The Canadian business fundamentals remain healthy," said Beena
Goldenberg, General Manager for Ronzoni Foods Canada Corp. "Our
Catelli Healthy Harvest range is aligned with, and benefiting from
the current "good carb" consumer trends and as a result, we are
seeing continued growth in our Catelli pasta market share. We have
also had a recent, successful introduction of the Ronzoni brand
into Canada in the pasta sauce and dry filled pasta categories."

"We do not expect any disruption in our daily operation or our
ability to fulfill customer commitments," continued Beena
Goldenberg. "We will continue to produce and distribute, and our
consumers will continue to enjoy our high quality products. Our
Parent company is restructuring and refinancing, not going out of
business. In fact the Chapter 11 filing gives them the best
opportunity to ensure the long term success of the business".

Ronzoni Foods Canada Corporation, a subsidiary of New World Pasta
headquartered in Harrisburg, Pennsylvania, has over 350 employees
across Canada.


NEW WORLD PASTA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: New World Pasta Company
             dba Hershey Pasta Manufacturing Co.
             85 Shannon Road
             Harrisburg, Pennsylvania 17112

Bankruptcy Case No.: 04-02817

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Pasta Acquisition Corp.                    04-02818
      The Prince Company Inc.                    04-02821
      Ronzoni Foods International Corporation    04-02822
      NWP Delaware LLC                           04-02824

Type of Business: The Debtor is the leading dry pasta
                  manufacturer in the United States.
                  See http://www.nwpasta.com/

Chapter 11 Petition Date: May 10, 2004

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtors' Counsel: Eric L. Brossman, Esq.
                  Saul Ewing LLP
                  2 North Second Street, 7th Floor
                  Harrisburg, PA 17101
                  Tel: 717-257-7500

Total Assets as of December 2001: $426,174,000

Total Debts as of December 2001:  $430,952,000

Debtor's Consolidated List of 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
The Bank of New York          Indenture trustee     $160,000,000
101 Barclay St., floor 21W    for 9.25% Senior
New York, NY 10286            Subordinated Notes

Miller Milling Company        Trade debt              $1,897,263
7208 Creekridge Circle
Suite 100
Bloomington, MN 55439

U.S. Durum Milling, Inc.      Trade debt              $1,137,649
7900 Van Buren Street
St. Louis, MO 63111

Caraustar Custom Packaging    Trade debt              $1,001,572
50 Chestnut Ridge Road
Montvale, NJ 07645

Dakota Growers Pasta Company  Trade debt                $599,394
One Pasta Avenue
Carrington, ND 58421

Acosta Sales and Marketing    Trade debt                $583,513
Co.
6630 Southpoint Parkway
Jacksonville, FL 32216

Mid-Valley Packaging          Trade debt                $300,128
P.O. Box 96
Fowler, CA 93625

Rock-Tenn Company             Trade debt                $218,370

Information Resources, Inc.   Trade debt                $216,109

Peoplesoft USA, Inc.          Trade debt                $200,855

CP Flexible Packaging         Trade debt                $187,820

Kendall Packaging             Trade debt                $173,806

Shillington Box Co.           Trade debt                $168,428

Associated Food Stores        Trade debt                $165,745

Capita Technologies           Trade debt                $152,490

Valassis Communications, Inc  Trade debt                $150,692

Agrusa, Incorporated          Trade debt                $149,098

Inland Container              Trade debt                $139,042

Cooking Light Magazine        Trade debt                $133,276

RMI Promotions Group          Trade debt                $118,500


NEXTEL PARTNERS: S&P Removes Upgraded B+ Corp. Rating from Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Kirkland,
Washington-based wireless telecom carrier Nextel Partners Inc.  
The corporate credit rating was raised to 'B+' from 'B-' and was
removed from CreditWatch, where it was placed with positive
implications on May 3, 2004, after the company announced that it
would use proceeds from a proposed incremental bank term loan and
proposed new senior unsecured notes to refinance Nextel Partner's
11% senior notes due 2010. The outlook is stable.

The rating on the existing senior secured credit facility of
wholly owned subsidiary Nextel Partners Operating Corp. was raised
to 'B+' from 'B'. This rating remains on CreditWatch; however, the
implications have been revised to positive from developing. In
resolving the CreditWatch listing on the bank loan rating,
Standard & Poor's will consider the total size of the credit
facility after adjusting for the incremental term loan.

The senior unsecured debt rating on Nextel Partners has been
raised to 'B-' from 'CCC+'. This rating also remains on
CreditWatch, and the implications have been revised to positive
from developing. In resolving the CreditWatch listing on the
senior unsecured debt rating, Standard & Poor's will consider the
amount of priority obligations after adjusting for the incremental
bank term loan relative to estimated asset value. Given that the
proportion of priority obligations relative to estimated asset
value is currently very near Standard & Poor's 30% threshold for a
two-notch differential, even a modest amount of additional bank
debt would cause the senior unsecured debt rating to remain at 'B-
'. At March 31, 2004, consolidated debt at the company was about
$1.64 billion (about $1.84 billion after adjusting for operating
leases).

"The upgrade reflects significant growth in revenues and EBITDA,
attainment of free cash flow positive status, and expectations
that Nextel Partners will maintain a competitive edge over the
next few years with its differentiated service offering (i.e.,
push-to-talk [PTT] and customized applications)," said Standard &
Poor's credit analyst Michael Tsao. Standard & Poor's believes
that other wireless carriers that have either rolled out or are
planning to introduce PTT-type service are unlikely to target
Nextel Partners' entrenched business and public sector subscriber
base for some time due to the dependence of this base on the
company's exclusive network for access to critical user groups.
The extent of this dependency is illustrated by the fact that
Nextel Partners has maintained its industry-leading low churn rate
of about 1.5% despite the introduction of PTT-type service by
substantially better-capitalized competitors in the second half of
2003.

Nextel Partners was established to construct and operate digital
wireless communications services under Nextel Communications'
brand name in midsize and smaller cities throughout the U.S. Many
of these markets are contiguous to Nextel Communications' existing
properties. Like Nextel Communications, Nextel Partners
exclusively uses Motorola's iDEN technology, which allows wireless
services to be provided over lower special mobile radio
frequencies. At the end of first-quarter 2004, there were about
1.3 million subscribers, with a substantial mix of these in the
construction, transportation, manufacturing, government, and
services sectors. Although Nextel Communications owns about 31% of
Nextel Partners, it does not provide any credit support to the
company.


NORTHWESTERN CORP: First Quarter Earnings Increase to $17 Million
-----------------------------------------------------------------
NorthWestern Corporation (Pink Sheets: NTHWQ) reported financial
results for the first quarter ended March 31, 2004, and filed the
Company's first quarter 2004 Form 10-Q with the Securities and
Exchange Commission.

On Sept. 14, 2003, NorthWestern filed a voluntary petition for
relief under Chapter 11 of the Federal Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware under
case number 03-12872. Pursuant to the Chapter 11 filing,
NorthWestern retains control of its assets and is authorized to
operate its business as a debtor-in-possession while being subject
to the jurisdiction of the Bankruptcy Court. Included in the
consolidated financial statements are subsidiaries that are not
party to the Chapter 11 case and are not debtors. The assets and
liabilities of such nondebtor subsidiaries are not considered to
be material to the consolidated financial statements or are
included in discontinued operations.

Beginning in the third quarter of 2003, the Company's consolidated
financial statements have been prepared in accordance with the
American Institute of Certified Public Accountants Statement of
Position (SOP) 90-7, "Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code," and on a going concern
basis, which contemplates continuity of operations, realization of
assets, and liquidation of liabilities in the ordinary course of
business. As a result of the Company's Chapter 11 filing, the
realization of assets and liquidation of liabilities are subject
to uncertainty. Under SOP 90-7, certain liabilities existing prior
to the Chapter 11 filing are classified as Liabilities Subject to
Compromise on the Consolidated Balance Sheets. Additionally,
professional fees and expenses directly related to the Chapter 11
proceeding and interest income on funds accumulated during the
Chapter 11 proceeding are reported separately as reorganization
items. Finally, the extent to which reported interest expense
differs from the contractual rate of interest is disclosed in the
Company's Consolidated Statements of Income.

        Consolidated Financial Results and Liquidity

Consolidated earnings on common stock in the first quarter of 2004
were $17 million, compared with consolidated earnings on common
stock of $9.9 million in the same period in 2003. Due to
NorthWestern's bankruptcy filing, the Company has ceased recording
interest expense on its unsecured debt and preferred securities,
which accounted for a $19.8 million decrease in interest expense
during the first quarter of 2004 and a $7.5 million decrease in
minority interests on preferred securities of subsidiary trusts.
This was offset by a $9.2 million increase in operating expenses,
primarily due to reorganization professional fees and expenses
along with an $11.3 million decrease in income from discontinued
operations as compared to the first quarter of 2003.

Revenues from continuing operations in the first quarter of 2004
were $339.6 million, compared with $288.7 million in the first
quarter of 2003. Revenues increased in the 2004 period compared to
2003 due to higher recovered purchased power supply costs,
increased sales of surplus gas and higher natural gas volumes.

As of March 31, 2004, cash and cash equivalents were $96.1
million, compared with $15.2 million as of Dec. 31, 2003. Cash
provided by continuing operations during the three months ended
March 31, 2004, totaled $98.0 million, compared with cash used in
continuing operations of $42.4 million during the three months
ended March 31, 2003. This increase was due primarily to improved
vendor credit terms and the suspension of interest payments on our
unsecured debt and preferred securities during our reorganization.
The Company anticipates cash flow from operations to decrease
during the second quarter of 2004, as its electric and natural gas
utility business is seasonal and the weather is typically milder
during the April through June months, resulting in reduced
revenues during the period. In addition, the Company expects to
make property tax payments of approximately $30 million and an
operating lease payment of approximately $16 million during the
second quarter of 2004. In April 2004, NorthWestern reduced the
availability under its debtor-in-possession (DIP) facility from
$85 million to $75 million. As of May 6, 2004, no borrowings have
been made under the facility, and the Company has $11.4 million in
letters of credit outstanding against the facility. NorthWestern
anticipates that its total cash and cash equivalents, together
with access to the DIP facility, will be sufficient to fund
operations during its bankruptcy proceedings.

        Results from Continuing Utility Operations

NorthWestern's electric and natural gas utility operations
reported operating income of $42.7 million in the first three
months of 2004, compared with operating income of $53.0 million in
same period in 2003. Operating income from electric operations in
the first quarter of 2004 was $23.2 million, a decrease of 26.9
percent, compared with $31.7 million in the same period of 2003.
The decrease was mainly due to higher transmission and wheeling
costs and higher operating, general and administrative expenses
which included increased directors and officers liability
insurance costs, higher property taxes and increased allocation of
corporate expenses. Operating income for the first quarter of 2004
from natural gas operations was $19.6 million, a decrease of 8.5
percent, compared with operating income of $21.4 million in the
same period in 2003. This decrease resulted primarily from the
Montana Public Service Commission's disallowance of certain gas
supply costs and higher operating, general and administrative
expenses as previously mentioned.

Electric revenues for the first quarter of 2004 were $177.0
million, an increase of 5.6 percent, compared with revenues of
$167.6 million in the same period of 2003. Revenues recovered for
purchased power supply costs increased approximately $9.2 million,
or 14.5 percent, during the first quarter of 2004 as compared with
2003 due to higher average market rates. As these costs are also
reflected in cost of sales, there is no gross margin impact.

Natural gas revenues during the first quarter of 2004 were $160.1
million, an increase of 36.0 percent, compared with $117.7 million
in same period in 2003. Contributing to the increase in the first
quarter of 2004 was a $20.7 million increase in retail revenues
and a $9.1 million increase in wholesale revenues. Retail revenues
increased primarily due to a $17.9 million increase in sales of
surplus gas. As the revenue from sales of surplus gas benefits our
general business customers, these sales are also included in cost
of sales, thereby having no impact on gross margin. The increase
in wholesale revenues resulted from an increase in volumes related
to the addition of nonregulated revenues from ethanol plant
customers and increased gas prices. Also, recovered gas supply
costs increased $11.4 million during the first quarter of 2004 as
a result of higher average market prices. These costs are also
reflected in cost of sales, thereby having no impact on gross
margin.

Total electric volumes in the first quarter of 2004 totaled
approximately 2.9 million megawatts hours, an increase of 4.5
percent, compared with volumes of approximately 2.8 million
megawatt hours in the same period in 2003. This increase during
the 2004 first quarter was due primarily to a 6.8 percent increase
in retail electric volumes in Montana due to the return of Montana
choice customers to NorthWestern as the default supplier, offset
by a 1.5 percent decrease in total wholesale volumes as compared
to the same period in 2003.

Natural gas volumes totaled approximately 16.9 million dekatherms
in the first quarter of 2004, an increase of 6.1 percent, compared
with volumes of approximately 16.0 million dekatherms in the same
period in 2003. The increase during the first quarter of 2004 was
due primarily to an increase in gas wholesale volumes in South
Dakota and Nebraska due to new ethanol plant customers in
comparison to the same period in 2003.

                       Asset Sales

As previously reported, NorthWestern sold substantially all of the
assets and business of Expanets, Inc. to Avaya, Inc. and retained
certain specified liabilities. Thereafter, Expanets was renamed
Netexit, Inc. On Feb. 24, 2004, Avaya submitted its proposed final
calculation of the postclosing working capital adjustment required
under the sale agreements claiming that Avaya should retain $44.6
million in held-back proceeds plus an additional $4.2 million.
Netexit disputed this calculation and entered into a settlement
with Avaya on April 27, 2004, resulting in additional cash
proceeds of $17.5 million paid to Netexit. Pending the
determination of the expenses that Netexit must pay in connection
with the sale and the resolution of open claims to Netexit
creditors, the proceeds from the sale remain at Netexit. On May 4,
2004, Netexit and its subsidiaries filed for protection under
Chapter 11 of the United States Bankruptcy Code in the U.S.
Bankruptcy Court for the District of Delaware. Netexit and its
subsidiaries will utilize the Chapter 11 process to facilitate the
wind down of the company. NorthWestern recognized an estimated
loss on disposal of approximately $49.3 million during 2003 based
on the terms of the sale and the expectation of the amount to be
received from Avaya. NorthWestern expects to record a gain in the
second quarter of 2004 of approximately $11 million as a result of
the settlement with Avaya. However, the Company also will incur
additional expenses related to the bankruptcy filing and may incur
losses related to the resolution of open claims.

Blue Dot Services Inc. sold 10 businesses during the first quarter
of 2004. As of March 31, 2004, Blue Dot had four remaining
businesses. Cash proceeds from business sales remain at Blue Dot.
NorthWestern hopes to receive in excess of $15 million in cash
from Blue Dot during the liquidation of the operations assuming
satisfactory resolution of remaining stock obligations, potential
or pending litigation, insurance and bonding reserves, and no new
material additional claims or litigation. Furthermore, it assumes
that the remaining businesses produce their projected cash
proceeds and receivables from various sold locations are
collectible.

Additional financial information related to NorthWestern's first
quarter 2004 results is available in its Form 10-Q which can be
viewed on the Company's Web site at http://www.northwestern.com/

                    About NorthWestern

NorthWestern Corporation is one of the largest providers of
electricity and natural gas in the Upper Midwest and Northwest,
serving approximately 608,000 customers in Montana, South Dakota
and Nebraska.


METRIS COS: Positive Financial Results Spur S&P's Ratings Upgrade
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Metris
Cos. Inc., including Metris' long-term counterparty rating, which
was raised to 'CCC' from 'CCC-.' At the same time, the ratings
were removed from CreditWatch, where they were placed on April 20,
2004. The outlook is stable.

"The rating change was driven by positive operational and
financial developments at the Minnetonka, Minn.-based credit card
company," said Standard & Poor's credit analyst Jeffrey Zaun.

Seasonal factors and noninterest expenses resulting from funding
initiatives will pressure Metris' earnings in the short term.
Standard & Poor's will monitor the firm's situation vis-.-vis
regulatory investigations and look to earnings in the second half
of 2004 as an indication of Metris' ability to demonstrate a
competitive advantage in the credit card industry.  


METROPOLITAN WEST: Fitch Affirms $10.5MM Preference Shares at B-
----------------------------------------------------------------
Fitch Ratings affirms five tranches of MWAM CBO Series 2001-1 Ltd.
The following tranches have been affirmed:

          --$197,500,000 Class A Notes affirmed at 'AAA';
          --$21,875,000 Class B Notes affirmed 'A-';
          --$12,500,000 Class C-1 affirmed at 'BB-';
          --$8,125,000 Class C-2 affirmed at 'BB-';
          --$10,500,000 Preference Shares affirmed at 'B-'.

MWAM CBO Series 2001-1 Ltd. is a collateralized debt obligation
(CDO) managed by Metropolitan West Asset Management, LLC. The CDO
was established in January, 2001, to issue $250.5 million in debt
and preference shares. Payments are made semi-annually in January
and July. The reinvestment period ended in January, 2004. In
conjunction with the review, Fitch Ratings discussed the current
state of the portfolio with the asset manager and their portfolio
management strategy. In addition, Fitch Ratings conducted cash
flow modeling, utilizing various default timing and interest rate
scenarios.

Fitch Ratings has reviewed the credit quality of the individual
assets comprising the portfolio. Since Fitch's last rating action
in September, 2003, the portfolio has experienced stable
performance and minimal change to its weighted average rating
factor (WARF). The portfolio has remained stable along with a
reduction in impaired and defaulted assets within the portfolio.
Currently, as stated in the monthly trustee report dated March 10,
2004, there are not any defaulted or deferred interest PIK
obligations in the portfolio.

The current low interest rate environment has placed increased
pressure on excess spread. Subsequently, the terms of the interest
rate swap, which were negotiated at closing, have created an
excessive cash outflow on the transaction. To offset the cash
outflow, MetWest has utilized a strategy that includes purchasing
short duration, US agency mortgage derivatives, such as inverse
floaters. Currently, the inverse floaters represent more than 16%
of the portfolio. The inclusion of these 'AAA' bonds has the
current effect of improving the WARF and increasing the weighted
average spread. However, the inverse floaters are highly interest
rate sensitive in relation to both their respective coupons and
extension risk. Consequently, significant stress can occur under
certain interest rate scenarios. Fitch recognizes these risks and,
accordingly, the ratings reflect the effect of these securities
and that of the interest rate swap on cashflows utilizing various
interest rate scenarios. As a result of its analysis, Fitch has
determined that the current ratings assigned to the class A, B, C-
1, C-2 and Preferred Shares reflect the current risk to
noteholders.

The ratings assigned to the class A and B notes address the timely
payment of interest and ultimate payment of principal. The rating
assigned to the class C notes addresses the ultimate payment of
interest and principal. The rating assigned to the Preference
Shares addresses the ultimate payment of $10,500,000 plus the
ultimate payment of a cash flow equivalent of a contingent annual
coupon of 2%.


ONLINE INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Online Inc.
        3980 Albany Street
        McHenry, Illinois 60050

Bankruptcy Case No.: 04-72474

Chapter 11 Petition Date: May 7, 2004

Court: Northern District of Illinois (Rockford)

Judge: Manuel Barbosa

Debtor's Counsel: Michael J. Chmiel, Esq.
                  Chmiel & Matuszewich
                  100 South Main Street Suite 300
                  Crystal Lake, IL 60014
                  Tel: 815-459-3120

Estimated Assets: $1 Million to $10 Million

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

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Spectron Laser                              $92,590

Lee Laser                                   $40,000

Thomas Publishing                           $20,065

Cahners Business Publishing                 $16,688

Universal Laser                             $12,861

Universal Container                          $7,382

McMaster Carr                                $6,381

Koolant Koolers                              $5,073

Cadlink Technology                           $4,171

Bearing Headquarters                         $3,479

Diamond & Leseur                             $2,942

Michling Hoffman Vinton                      $2,300

Opti-Temp                                    $2,066

Jeffrey White & Associates                   $1,800

UPS                                          $1,600

Fed Ex                                       $1,500

Q-west                                       $1,433

Maggreggor                                     $700

Scan-Am                                        $584

Steiner Electric                               $500


PACIFIC GAS: Resolves FERC Refund Claims With Dynegy, Inc.
----------------------------------------------------------
Pacific Gas and Electric Company announced that Dynegy, Inc., has
entered into a settlement agreement with California parties,
including PG&E, to resolve overcharge and market manipulation
claims from the sale of electricity into the California market
between January 1, 2000 and June 20, 2001.

Under the terms of the settlement agreement, Dynegy, Inc., will
provide approximately $280 million in offsets and refunds to
purchasers of electricity, and Pacific Gas and Electric Company's
portion will be about $80 million.

"The settlement with Dynegy is another positive development in our
efforts to resolve the market manipulation claims resulting from
California's energy crisis," said Roger J. Peters, Pacific Gas and
Electric Company's senior vice president and general counsel.

The settlement resolves Dynegy's portion of the California refund
case pending before the Federal Energy Regulatory Commission
(FERC).  The California parties represented in the settlement are:
the California Public Utilities Commission, the California
Department of Water Resources, the California Attorney General's
Office, Southern California Edison, San Diego Gas & Electric and
Pacific Gas and Electric Company.

In March 2004, Pacific Gas and Electric Company and Southern
California Edison reached a settlement agreement with The Williams
Cos.

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: Commissioner Bondi Faces Raps Over Company Control
------------------------------------------------------------------
Two lawsuits are challenging the control of Parmalat administrator
Enrico Bondi over the Italian dairy group and its subsidiary,
Eurofood IFSC, Reuters says.

One case is pending in Rome, for which a trial has been scheduled
for June 10.  It questions Mr. Bondi's administration of the
group.  Another case, set for hearing on May 31, concerns his
control of Irish unit, Eurofood.

In December 2003, Italian authorities passed a fast-track
insolvency procedure that appointed Mr. Bondi as administrator.  
Eurofood, Bank of America and Deminor, a group representing two
private French investors in Parmalat bonds, challenge the
legality of the new bankruptcy procedure, which gave Mr. Bondi
and Industry Minister Antonio Marzano control of the company.  
According to the report, the aggrieved parties are seeking a fair
say in the recovery of missing funds and their distribution.

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)   


PASCACK VALLEY HOSPITAL: S&P Revises Outlook to Negative
--------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on New
Jersey Health Care Facilities Finance Authority's revenue bonds
outstanding, issued for Pascack Valley Hospital, to negative from
stable based on the hospital's failure to meet its budget due to
lower-than-expected outlier payments and its limited flexibility
to strengthen a weak balance sheet.
   
Standard & Poor's also affirmed its 'BB+' rating on the bonds.

"The negative outlook reflects the deterioration in the hospital's
financial performance in 2003," said Standard & Poor's credit
analyst Anita Varghese. "A lower rating, however, is precluded at
this time due to management's efforts to offset the effect of
lower outlier revenues, but if management's initiatives fail to
improve operations and liquidity, a lower rating is likely."

Pascack's operating results declined to $485,000 for unaudited
fiscal 2003 from $2 million in fiscal 2002. The hospital failed to
meet its budget in 2003 due to a larger-than-expected reduction in
outlier revenues. As a result of Medicare's revised policy on how
it calculates outlier reimbursement, Pascack's outlier payments
were reduced by roughly $12 million. Outlier revenues are
currently 5%-6% of total revenues, which is down from 16%-20% in
previous years. Pascack was identified by the Centers for Medicare
& Medicaid Services in 2004 as a tier-three group (least
significant) based on its percent of outlier revenues. Pascack
posted a bottom line of $1.1 million in 2003, which generated weak
debt service coverage of 1.5x. Two-month unaudited year-to-date
results through Feb. 29, 2004, indicate operating and bottom-line
losses of $353,000 and $254,000, respectively.

Management has identified a number of ways to offset the
hospital's decreased outlier revenues, including staffing and
supply cost savings of roughly $6 million. Management recently
announced the layoff of 65 full-time equivalents, and the hospital
might close some programs that are peripheral to its primary
services. These initiatives should translate into an improved
operating performance by the third quarter.

Pascack's weak balance sheet is a continuing credit concern.
Leverage is high at 71% and cash to debt is considerably low at
19% as of Feb. 29, 2004. Decreased outlier revenues and a first-
time pension cash contribution reduced liquidity in 2003.

The outlook revision affects roughly $84 million of debt
outstanding.


QWEST COMMS: Selling Pay Phone Operations to FSH Comms in August
----------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) announced it has
agreed to sell its pay phone business to FSH Communications, LLC.
The decision comes after careful consideration of market
conditions and the determination that its pay phone operations are
no longer part of the company's long-term business plan. Terms
were not disclosed; the transaction is expected to close in
August.

FSH will purchase the assets of Qwest's Public Access Solutions,
which operates the company's retail pay phone and inmate
communications systems operations in Qwest's 14-state local access
area. Donald Goens, a pay phone industry veteran, will run FSH's
new venture.

"Over the past two years, we have engaged in a detailed
examination of all Qwest's lines of business to maximize the
profitability of our core operations," said Ken Dunn, Qwest vice
president of corporate development and strategy. "Given the growth
of the wireless industry, the pay phone business no longer fits
with our long-term plans."

As part of the transaction, Qwest will remain the primary supplier
of public access lines, operator services and long-distance
capacity to FSH. The commercial terms available to pay phone
customers will remain substantially unchanged following the
closing of the transaction. In addition, Qwest's name and logo
will remain on the pay phones, though all customer and end-user
inquiries will be handled by FSH.

"We want to make this transition as easy as possible for
customers," said Goens. "FSH looks forward to maintaining the same
high level of customer service and satisfaction that Qwest's pay
phone customers have grown accustomed to."

                      About Qwest

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

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


ROANOKE TECHNOLOGY: No Longer Trades on Frankfurt Stock Exchange
----------------------------------------------------------------
Roanoke Technology Corp. Confirms Request for Delisting on
Frankfurt, Germany, Stock Exchange Accepted to Help Stop Shorting
May 7, 2004 / Business Wire

Roanoke Technology Corp. (OTCBB:RNKE) announced that the company's
filing to be delisted on the Frankfurt Stock Exchange has been
accepted. Therefore, as of May  7, the company is no longer
trading on the Frankfurt Exchange and it is hoped that this will
assist in reducing the shorting of our stock.

Roanoke Tech C.E.O, Mr. David Smith commented, "The listing of
Roanoke Tech on the Frankfurt exchange was done by a third party
without our knowledge and/or approval. When this was brought to
our attention, action was immediately taken to have our company
delisted and this has now been accomplished."

                        *   *   *

As reported in the Troubled Company Reporter's May 3, 2004
edition, Roanoke Technology Corporation has suffered losses from
operations and may require additional capital to continue as a
going concern as the Company develops its new markets.

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

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

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

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


SMK ENTERTAINMENT: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: SMK Entertainment Corp.
        5 Crestview Drive
        Pleasantville, New York 10601

Bankruptcy Case No.: 04-20239

Type of Business: The Debtor owns and operates a nightclub.

Chapter 11 Petition Date: May 7, 2004

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: Samuel E. Kramer, Esq.
                  225 Broadway, Suite 3300
                  New York, NY 10007
                  Tel: 212-285-2290
                  Fax: 212-964-4506

Total Assets: $1,200,000

Total Debts:  $657,300

Debtor's 17 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
American Express              Credit Line                $25,000

N&J Realty                    Rent                       $21,000

Peerless Importers, Inc.      Liquor                     $17,000

Team Group Media              Media Purchase             $10,000

Charmer Industries            Liquor                      $7,000

New York State Sales Tax      Taxes                       $7,000

Manhattan Beer Distributors   Beer                        $3,000

Liberty Power                 Electricity                 $2,800

Eletto Business Directions    Accounting                  $2,500

Collier Halpern Newberg       Legal                       $2,500
Noletti & Bock LLP

Lobo Distributors             Beer                        $2,000

Paramount Brands/Eber Bros.   Liquor                      $2,000
Wine & Liquor

Ballistic Beverage Co.        Red Bull                    $1,500

New Rochelle Restaurant       Equipment                   $1,300
Supply

Coca Cola Bottling Co of      Beverages                   $1,200
New York

Eco-Lab                       Dishwasher                  $1,000

J.P. McHale                   Exterminator                  $500



SOLUTIA: Wants Owen Ridge Lease Decision Deadline Moved to Aug. 16
------------------------------------------------------------------
Solutia, Inc., is a tenant under a June 18, 1998 Lease Agreement  
with Baker Petrolite Corporation.  Baker Petrolite assigned its  
interest in the lease to Owen Ridge Associates LLC.

In a Court-approved Stipulation, Solutia and Owen Ridge agreed to
extend the deadline to decide whether to assume or reject the
Owen Ridge Lease to May 7, 2004.  

Pursuant to Section 365(d)(4) of the Bankruptcy Code, Solutia
asks the Court to extend the time within which it may assume or
reject the Owen Ridge Lease through and including August 16,
2004, without prejudice to its ability to request a further
extension of the time period.  

Under the Owen Ridge Lease, Solutia leases eight buildings and
approximately 5.67 acres of land situated within an office
complex in Webster Groves, Missouri.  The Owen Ridge Lease
provides Solutia with an option to purchase the Premises at any
time between January 1, 2005 and December 31, 2009.

M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher, LLP, in
New York, relates that Solutia currently sublets parts of the
Premises to three subtenants, each of whom continue to occupy its
part of the Premises.  Two of these subtenants are not Solutia
affiliates.  One of the non-Solutia affiliate subtenants, EMD
Biosciences, Inc., has entered into a non-disturbance and
attornment agreement with Owen Ridge.  The other non-Solutia
affiliate subtenant is Owen Ridge.  The third subtenant is
Astaris, LLC, a joint venture that is 50% owned by Solutia and
50% owned by FMC Corporation.

Solutia decided to market the Owen Ridge Lease, and has been
working diligently to do so.  Solutia began its marketing efforts
in early 2003, and employed Trammell Crow Services, Inc., doing
business as Trammell Crow Company, as its real estate broker for
these purposes.  At that time, Solutia marketed only its interest
in one floor of one building in the Premises.  Later, Solutia
decided to market its interest in the entire Premises.  Beginning
in late Spring 2003, Trammell Crow conducted intensive due
diligence for the marketing of the Owen Ridge Lease.  Trammell
Crow's activities included:

   (a) determining an appropriate rental rate for the Premises;

   (b) determining the amount of square footage available to a
       potential buyer in light of the multi-tenant nature of the
       Premises;

   (c) creating a marketing piece describing the Premises;

   (d) identifying and compiling a list of prospective buyers in
       the public and private sectors; and

   (e) contacting potential buyers via e-mail, direct mail and
       telephone.

Ms. Labovitz points out that due to the nature of the Premises --
high quality research facilities -- there are a limited number of
potential buyers.  In determining whether to acquire the Owen
Ridge Lease, each potential buyer must determine whether the
Premises would fit its particular need.  According to Trammell
Crow, the sluggish economy further reduced the number of firms
that were considering acquiring the property.  Thus, it has taken
Trammell Crow a longer time to market the Owen Ridge Lease for
Solutia than it would take to sell or lease a typical parcel of
real estate.

Despite these factors, Trammell Crow has been in contact with
several interested parties prior to the Petition Date, one of
whom visited the Premises several times and hired engineers to
assess it.  Solutia believes that it was close to reaching a deal
with this party in late 2003 before the bankruptcy filing.  
Unfortunately, since the Petition Date, Solutia has been unable
to reach a definitive agreement with this party.

Ms. Labovitz maintains that since the Petition Date, Solutia has
continued to market the Owen Ridge Lease.  Solutia entered into
an Exclusive Listing Contract, dated March 17, 2004, with
Trammell Crow so that it would continue to act as Solutia's real
estate broker for these purposes.  In addition to the work it
performed prior to the Petition Date, Trammell Crow has taken
concrete steps to advertise and market the Premises.  
Specifically, Trammell Crow:

   (a) entered the listing for the Premises into the Co-Star
       database, the foremost real estate database and
       information provider in the real estate industry, and is
       the database from which most of the commercial brokers in
       the St. Louis area obtain their market data and product
       information;

   (b) entered the listing for the Premises in the LoopNet Web
       Site, the most popular commercial real estate online
       service for marketing property with half a million
       members; and

   (c) entered the listing for the Premises in the TCC listing
       updates, which is sent quarterly to the commercial
       brokerage firms in the St. Louis area.

Trammell Crow has also contacted numerous firms that it believes
might be interested in acquiring the Owen Ridge Lease and has
sent direct mail advertising the Premises to more than 100
companies, approximately 250 brokers that lease office and
industrial real estate, and major universities and governmental
agencies in the area.  As a result of these marketing efforts,
several potential buyers have already toured the Premises.

Ms. Labovitz asserts that a further extension to decide on the
Owen Ridge Lease is neither unusual nor unreasonable.  Solutia
believes that forcing it to assume or reject the Owen Ridge Lease
at this time would require it to pay Owen Ridge the cost to cure
prepetition defaults, or to forego a potential transaction to
sell the Owen Ridge Lease that could benefit Solutia and its
estate.

Ms. Labovitz assures the Court that Owen Ridge will not be
prejudiced by an extension because:

   (a) Solutia has performed and will continue to perform in a
       timely manner its postpetition obligations under the Owen
       Ridge Lease;

   (b) Owen Ridge will not be damaged by the requested extension
       in a way that is not compensable under the Bankruptcy
       Code; and

   (c) Owen Ridge may ask the Court to fix an earlier date by
       which Solutia must assume or reject its lease.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a  
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications. The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Company filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts. (Solutia Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SPANTEL COMMS: Replaces Auditor Spicer Jeffries with Staley Okada
-----------------------------------------------------------------
Effective March 17, 2004, Spantel Communications, Inc. retained
Staley, Okada and Partners as its new certifying accountants,
replacing Spicer, Jeffries & Co.

Spicer, Jeffries & Co. advised the Company on March 16, 2004 that
its professional liability insurance coverage for public reporting
companies was not renewed by its previous insurance carrier and
that they had been unsuccessful in obtaining new insurance
coverage for public registrants.

The report of Spicer, Jeffries & Co. for the fiscal years ending
December 31, 2002 and December 31, 2001 contained an emphasis
related to the uncertainties as to Spantel's ability to continue
as a going concern.

The decision to accept Spicer, Jeffries & Co.'s resignation and
engage new auditors was approved by the Board of Directors.

On March 17, 2004, the Company engaged the firm of Staley, Okada
and Partners as its new certifying accountants to examine the
books and records of the Company for the fiscal year ending
December 31, 2003.


SPIEGEL: Wants Lease Decision Period Extended to Sept. 7
--------------------------------------------------------
Marc B. Hankin, Esq., at Shearman & Sterling, LLP, in New York,
relates that The Spiegel Group  Debtors have instructed their
investment bankers, Miller Buckfire Lewis Ying & Co., to solicit
parties who may be interested in acquiring the Eddie Bauer
business.  Given the importance of their unexpired leases to the
Eddie Bauer business as it is marketed to potential purchasers,
Mr. Hankin notes that it is impossible for the Debtors to make a
reasoned and informed decision as to whether to assume or reject
each of the Leases by May 31, 2004.  

Absent an extension of the deadline to decide on their leases,
the Debtors may be forced to assume these leases prematurely --
before the Eddie Bauer marketing and sale process is completed --
which could lead to unnecessary administrative claims against
their estates if the leases are ultimately rejected.  Conversely,
if the Debtors precipitously reject or are deemed to reject the
Leases by operation of Section 365(d)(4) of the Bankruptcy Code,
they may forego significant value in these Leases, resulting in
the loss of valuable property interests that may be essential to
the sale or reorganization of the Eddie Bauer business.

Accordingly, the Debtors ask the Court to further extend the time
within which they may assume or reject the Leases through and
including September 7, 2004.

The Debtors assure the Court that they have timely performed
their obligations under their Leases.  The Debtors propose that
any lessor may ask the Court to fix an earlier date by which the
Debtors must assume or reject a particular unexpired lease in
accordance with Section 365(d)(4) of the Bankruptcy Code.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general  
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
1,706,761,176 in debts. (Spiegel Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


TWODAYS PROPERTIES: Brings-In Heller Draper as Attorneys
--------------------------------------------------------
TwoDays Properties, LLC and its debtor-affiliates are asking
permission from the U.S. Bankruptcy Court for the District of
Kansas for permission to employ Heller, Draper, Hayden, Patrick &
Horn, LLC as their bankruptcy counsel.

The Debtors want to retain Heller Draper as their bankruptcy
counsel with regard to the filing and prosecution of their chapter
11 cases, effective as of the Petition Date.

Heller Draper will be asked to perform the legal services that
will be necessary during these chapter 11 cases. The Debtors have
been informed that all members, counsel and associates of Heller
Draper who will be engaged in these chapter 11 cases will be
admitted to practice before this Court on a pro hac vice basis.

The Debtors tell the Court that Heller Draper has extensive
experience and knowledge in matters of this nature and business
reorganizations under chapter 11 of the Bankruptcy Code.

The Debtors will employ Heller Draper on an hourly basis. The
hourly billing rates of Heller Draper professionals for bankruptcy
work range from:

         Designation        Billing Rate
         -----------        ------------
         attorneys          $200 to $325 per hour
         paralegals         $60 to $80 per hour

The attorneys primarily responsible for this bankruptcy matter
will be:

         Professional           Billing Rate
         ------------           ------------
         Douglas S. Draper      $325 per hour
         Jan M. Hayden          $325 per hour
         Constant M. Marquer    $275 per hour
         Leslie A. Collins      $250 per hour
         Kenneth L. Roche, III  $160 per hour
         Mary "Beck" Rolland    $80 per hour
         Mary Dolan             $80 per hour

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


TXU CORP: Settles Equity-Linked Securities Litigation in New York
-----------------------------------------------------------------
TXU Corp. (NYSE: TXU) announced that it has reached an agreement
which will result in the dismissal of a lawsuit brought against
TXU by owners of approximately 39 percent of certain TXU equity-
linked debt securities issued in October 2001. Under the terms of
the agreement, TXU will repurchase all of the approximately 8.1
million equity-linked debt securities (NYSE:TXU PrC)
(approximately $400 million stated amount), held by the plaintiffs
for an aggregate price of $47.75 per unit.

The lawsuit was filed on October 9, 2003 in New York. In the
litigation, the plaintiffs alleged that a termination event had
occurred and that the plaintiffs are not required to buy common
stock under the common stock purchase contracts which apply to the
securities. The lawsuit also alleged that an event of default had
occurred under the terms of the related notes. The common stock
purchase contracts require the holders to buy TXU common stock on
specified dates in 2004 and 2005. The lawsuit, which is currently
on appeal after the trial court granted TXU's motion to dismiss,
will be dismissed by agreement of the parties.

                       About TXU

TXU, a Dallas-based energy company manages a portfolio of
competitive and regulated energy businesses in North America,
primarily in Texas. TXU's unregulated business, TXU Energy,
provides electricity and related services to more than 2.6 million
competitive electricity customers in Texas, more customers than
any other retail electric provider in the state. TXU Energy also
owns and operates 18,500 megawatts of generation in Texas,
including 2,300 MW of nuclear-fired and 5,837 MW of lignite/coal-
fired generation capacity. The company is also the largest
purchaser of wind-generated electricity in Texas and among the top
five purchasers in the North America. TXU's regulated electric
distribution and transmission business complements the competitive
operations, using asset management skills developed over more than
one hundred years, to provide reliable electricity delivery to
consumers. TXU's electric delivery operations are the largest in
Texas, providing power to 2.9 million delivery points over more
than 98,000 miles of distribution and 14,000 miles of transmission
lines. TXU has agreed to sell its energy business in Australia,
TXU Australia, and has announced its intent to sell TXU Gas, its
largely regulated natural gas transmission and distribution
business in Texas. Visit http://www.txucorp.com/for more  
information about TXU.


UAL: Wants Nod on 3 Consent Decrees with Employment Commission
--------------------------------------------------------------
The UAL Corp. Debtors are defendants in three actions filed by the
Equal Employment Opportunity Commission and certain named
claimants in the United States District Court for the Northern
District of Illinois relating to the Debtors' operations at
Chicago O'Hare International Airport.  To avoid the expense of
further litigation, the Debtors and the EEOC entered into
negotiations and prepared three consent decrees to settle the
Actions.  Pursuant to Section 363(b) of the Bankruptcy Code, the
Debtors ask the Court to approve these Consent Decrees.

Each Consent Decree requires certain of the Debtors' personnel to
participate in training on the requirements of Title VII and
Title I of the Americans with Disabilities Act of 1990.

(1) The June 27 Litigation

The first action, filed on June 27, 2002, captioned Equal
Employment Opportunity Commission, et al. v. United Airlines,
Inc., Case No. 02-4594, alleges that the Debtors violated Title
VII of the Civil Rights Act of 1964 and Title I of the Civil
Rights Act of 1991.

Pursuant to the Consent Decrees, the Debtors will also allow the
Claimant a non-contingent, general, unsecured, prepetition claim
for $225,000, and will award the Claimant 200,000 frequent flyer
miles.

(2) The July 18 Litigation

The second action, filed on July 18, 2002, captioned Employment
Opportunity Commission v. United Airlines, Inc., Case No. 02-
5081, alleges that United violated the ADA.

Pursuant to the Consent Decrees, the Debtors will:

   -- allow the Claimant and certain Class Members a non-
      contingent, general, unsecured, prepetition claim for
      $750,000;

   -- issue the Claimants four vouchers for domestic travel
      within the United States; and

   -- give priority to applications from the Claimants for
      employment as ramp service people at United's Chicago
      O'Hare facility.

(3) The February 4 Litigation

The third action, filed on February 4, 2003, captioned Employment
Opportunity Commission v. United Airlines, Inc., d/b/a United Air
Lines, Case No. 03-0812, alleges that United violated the ADA.

Pursuant to the Consent Decrees, the Debtors will allow the
Claimant a non-contingent, general, unsecured, prepetition claim
for $200,000, and will keep the Claimant on extended illness
status until May 28, 2006, at which time the Claimant will be
eligible to retire.

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


UTEX INDUSTRIES: Asbestos Claimants Panel Taps Stutzman Bromberg
----------------------------------------------------------------
The Official Committee of Asbestos Claimants appointed by the
United States Trustee in Utex Industries, Inc.'s chapter 11 cases
wants to employ Stutzman, Bromberg, Esserman & Plifka,
A Professional Corporation, as its counsel.

Stutzman Bromberg has acted as counsel for various debtors,
creditors' committees, and unsecured and/or secured creditors, in
numerous other reorganization cases. The firm also has experience
in general corporate, real estate, litigation, and tax matters
and, as a result of its prior and current representations, has
developed considerable expertise in matters that the Committee
believes will be important in this case.

The Committee expects Stutzman Bromberg to:

   a. advise the Committee regarding matters of bankruptcy law
      and proceeding and its statutory powers and duties to its
      constituents, including rights and remedies of the
      Committee and its constituents with regard to the assets
      of, and claims against, the Debtor and other creditors of
      Debtor's estate;

   b. represent the Committee at any proceeding or hearing
      before the Court and in any action in any other court
      where the Committee's rights or interests may be litigated
      or affected;

   c. prepare any pleadings, motions, answers, notices, orders
      and reports that are required for the Committee to assist
      the Court in the orderly administration of the Debtor's
      estate;

   d. advise, consult with, and assist the Committee in its
      investigation of the acts, conduct, assets, liabilities
      and financial condition of Debtor, the operation of
      Debtor's business and the desirability of the continuance
      of Debtor's business, and any other matter relevant to
      this case;

   e. assist the Committee in the negotiation of and/or
      opposition to a plan or plans of reorganization; and

   f. render such other necessary advice as the Committee may
      require.

The hourly rates for the attorneys and paralegals that are
anticipated to provide services are:

   Professional           Designation     Billing Rate
   ------------           -----------     ------------
   Sander L. Esserman     Shareholder     $500 per hour
   Robert T. Brousseau    Shareholder     $425 per hour
   Van J. Hooker          Shareholder     $290 per hour
   Jo E. Hartwick         Associate       $275 per hour
   Andrea L. Niedermeyer  Associate       $225 per hour
   David J. Parsons       Associate       $225 per hour
   Cindy L. Jeffery       Paralegal       $135 per hour
   Holly A. Nichols       Paralegal       $115 per hour

Headquartered in Houston, Texas, Utex Industries, Inc.
-- http://www.utexind.com/-- has been in the fluid sealing  
industry since 1940. It has expanded its market base to include:
oil and gas, petrochemical, pulp and paper, power generation,
fossil and nuclear fuel, agriculture, municipalities and a variety
of other industries. The Company filed for chapter 11 protection
on March 26, 2004 (Bankr. S.D. Tex. Case No.
04-34427).  William A. Wood III, Esq., at Bracewell & Patterson,
LLP represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed over
$10 million in estimated assets and over $100 million in estimated
debts.


VLASIC FOODS: Noah Postyn Appointed As Bondholder Representative
----------------------------------------------------------------
As Vlasic Foods International, Inc.'s post-confirmation entity,
VFB, LLC, is charged with administering and liquidating the
Debtors' estates.  Sally McDonald Henry, Esq., at Skadden Arps
Slate Meagher & Flom, in New York, relates that since the Debtors'
Second Amended Plan became effective, VFB has resolved almost
1,900 filed and scheduled claims and made distributions totaling
over $25,200,000.  Currently, VFB is engaged in trial concerning
its pending litigation against The Campbell Soup Company on
account of, among others, claims for fraudulent transfer.

Ms. Henry tells the Court that VFB's operations are governed by
the November 29, 2001 VFB LLC Operating Agreement, by and among
its members.  Under the Members' Agreement, a three-member
Managing Board manages VFB.  Two members of the Managing Board
are bondholder representatives and one is an independent
representative.  Pursuant to the Confirmation Order, the initial
Managing Board consisted of:

   Nicholas Walsh         Bondholder Representative
   William Duncan         Bondholder Representative
   Harold Jones           Independent Representative

On March 31, 2004, Mr. Duncan voluntary resigned as a Bondholder
Representative.  Under the Members' Agreement, if a Bondholder
Representative voluntarily resigns, the remaining Bondholder
Representative will be entitled to fill the vacancy with another
Bondholder Representative subject to the Court's approval.

As the remaining Bondholder Representative, Mr. Walsh informed
VFB that he has appointed Noah M. Postyn to take Mr. Duncan's
place.

By this motion, VFB asks the Court to approve Mr. Postyn's
appointment as Bondholder Representative.

Mr. Postyn is a fixed income analyst at TimesSquare Capital
Management, a creditor of the Debtors and a member of VFB.  Mr.
Postyn used to serve on the creditors committee in these cases
and has almost ten years of experience in the financial
community. (Vlasic Foods Bankruptcy News, Issue No. 42; Bankruptcy
Creditors' Service, Inc., 215/945-7000)  


WEIRTON: Discloses Winning Bids for Non-Operating Real Properties
-----------------------------------------------------------------
On April 13, 2004, Weirton Steel Corporation, together with its
auctioneers, Harry Davis & Company, conducted a public auction
sale of the Real Property Non-operating Assets.

The Successful Bids for each Real Property Non-operating Asset
are:

    Real Property
Non-Operating Assets      Successful Bidders      Successful Bid
____________________      __________________      ______________

Weirton Lodge, including   Rosemary Susko              $470,000
Fixtures and furniture

305 Acres adjacent to      Frank & Andrea Brownlee      415,000
Three Springs Industrial
Park

12 Acres surrounding
G.O. building (2parcels)

   Parcel I: 1.78 acres    Nick Palavis/Lewis Anile     485,000

   Parcel II: 9.885 acres  Eugene Ruggi                 360,000

Freedom Way, Weirton
West Virginia parcels

   Parcel I: 6 acres on    Shelly & Sands, Inc.         260,000
          Freedom Way

   Parcel II: 6 acres on   Shelly & Sands, Inc.         200,000
          Freedom Way,
          just east of
          Roller Coater    

   Parcel III: 4.5 acres   The James White              150,000
          on Freedom Way,  Construction Company
          just west of
          Roll Coater

   Parcel IV: 24.4 Acres   Holcim US, Inc.              625,000
          on the North
          Side of Freedom
          Way - Holnam Site

7 Plus Acres,              Honey Creek Contracting Co.  580,000
Steubenville Plant,
Steubenville, Ohio

5 Acres at Half Moon       None                             N/A
(old Bone Yard Site)

6 Acres Plus the Half      Tyna L. Fenske               290,000
Moon Training Center
& Equipment

(Weirton Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 215/945-7000)  


WRENN ASSOCIATES: Gets Nod to Employ Sheehan Phinney as Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire gave
its nod of approval to the Official Unsecured Creditors' Committee
of Wrenn Associates, Inc.'s chapter 11 case to employ
Sheehan Phinney Bass + Green, Professional Associates, as its
counsel in this proceeding.

The Committee expects Sheehan Phinney to:

   a) advise the Committee with respect to its powers and duties
      in the pending Chapter 11 Case;

   b) assist the Committee in its investigation of the acts,
      conduct, assets, liabilities, and financial condition of
      the Debtor, the operation of the Debtor's business, and/or
      other matters relevant to the case;

   c) assist the Committee in analyzing and negotiating any plan
      or plans of reorganization filed in this case and, to the
      extent necessary or appropriate, drafting, structuring or
      negotiating a competing plan of reorganization;

   d) appear before the Bankruptcy Court and such other Courts
      as necessary or appropriate in connection with matters
      relating to this case or the Debtor's estate;

   e) object, assent or otherwise respond to matters brought
      before the Court which affect the rights of the Committee
      or its members; and,

   f) perform all other legal services which may be necessary or
      appropriate and/or normally incident to chapter 11 cases.

The Committee has chosen Sheehan Phinney because of its expertise
in bankruptcy law, insolvency, and debtors' and creditors' rights.

Bruce Harwood, Esq., will lead the team in this engagement and
will bill the Debtor its current hourly rate of $265 per hour.  
The rates for other professionals in Sheehan Phinney are:

         Designation           Billing Rate
         -----------           ------------
         Associates            $135 per hour
         Legal Assistant       $45 per hour
         Paralegal             $90 per hour

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.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total          
                                Shareholders  Total     Working   
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Airgate PCS Inc.        PCSAD      (292)         574     (363)    
Alliance Imaging        AIQ         (40)         683       44
Akamai Technologies     AKAM       (175)         280      140
Amazon.com              AMZN     (1,036)       2,162      568
Bally Total Fitness     BFT        (158)       1,453     (284)
Blount International    BLT        (397)         400       83
Caraco Pharm Lab        CPD         (20)          20       (2)
Cell Therapeutic        CTIC        (83)         146       72
Centennial Comm         CYCL       (579)       1,447      (99)
Choice Hotels           CHH        (118)         267      (42)
Cincinnati Bell         CBB        (640)       2,073      (47)     
Cubist Pharmaceuticals  CBST        (18)         223       91   
Delta Air Lines         DAL        (384)      26,356   (1,657)
Deluxe Corp             DLX        (298)         563     (309)
Diagnostic Imag         DIAM          0           20       (3)     
Echostar Comm           DISH     (1,033)       7,585    1,601
Education Lending Group EDLG         (2)       3,584      N.A.
Graftech International  GTI         (97)         967       94   
Imax Corporation        IMAX       (104)         243       31
Imclone Systems         IMCL       (271)         382       (3)
Kinetic Concepts        KCI        (246)         665      228
Lodgenet Entertainment  LNET       (129)         283       (6)
Lucent Technologies     LU       (3,371)      15,765    2,818
Memberworks Inc.        MBRS        (20)         248      (89)   
Millennium Chem.        MCH         (46)       2,398      637  
Moody's Corp.           MCO         (32)         941      137
McDermott International MDR        (363)       1,249      (24)
McMoRan Exploration     MMR         (31)          72        5
Maxxam Inc.             MXM        (582)       1,107      133     
Northwest Airlines      NWAC     (1,775)      14,154     (297)   
Nextel Partner          NXTP        (13)       1,889      277  
ON Semiconductor        ONNN       (498)       1,161      212   
Pinnacle Airline        PNCL        (48)         128       13       
Primus Telecomm         PRTL        (96)         751      (26)
Per-Se Tech Inc.        PSTI        (21)         171       (1)
Qwest Communications    Q        (1,016)      26,216   (1,132)   
Revlon Inc.             REV      (1,726)         892      (32)
Sepracor Inc            SEPR       (619)       1,020      256
St. John Knits Int'l    SJKI        (65)         234       69
I-Stat Corporation      STAT          0           64       33     
Syntroleum Corp.        SYNM         (2)          47       14
Triton PCS Holdings     TPC        (180)       1,519       52     
UST Inc.                UST        (115)       1,726      727
Valence Tech            VLNC        (17)          36        4
Vector Group Ltd.       VGR          (3)         628      142
Western Wireless        WWCA       (224)       2,522       15   
               
  
                           *********

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

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

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

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

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

                          *********

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

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