TCR_Public/040512.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, May 12, 2004, Vol. 8, No. 93

                           Headlines

360NETWORKS: Panel Wants Big-D to Return $955,435 Pref. Transfers
ADELPHIA COMMS: Taps Foley & Lardner as Special Corporate Counsel
AEROFLITE INC: Case Summary & 20 Largest Unsecured Creditors
AIR CANADA: Realigns Organizational Structure
AMRESCO: Fitch Puts Class B-1F's BB Rating on Watch Negative

ANC RENTAL: Recovers $333,534 in 36 Avoidance Actions Settlements
ATLANTIS SYSTEMS: Board Favors Falcon Equity Financing Offer
AVADO BRANDS: Court Sets May 17 as the Last Day to File Claims
BM USA: U.S. Trustee to Meet with Creditors on May 28, 2004
BOYDS: Moody's Cuts Ratings to Low-B Levels with Negative Outlook

CANNON PRECISION: Voluntary Chapter 11 Case Summary
CAPITOL CITY GRAPHICS: Case Summary & Largest Unsecured Creditors
CASCADES: Sells Two Fiber Panel Divisions -- Covermat & Mat,riaux
CHARTER COMMS: Equity Deficit Balloons to $441MM at March 31, 2004
CHASE MORTGAGE: Fitch Affirms Low-B Ratings on Two 2002-S8 Classes

CLEAN HARBORS: Moody's Assigns Low-B/Junk Ratings to Planned Debts
CONCENTRA OPERATING: Commences 13% Senior Sub. Debt Tender Offer
CONGOLEUM CORP: First Quarter 2004 Net Loss Narrows to $400,000
COVANTA ENERGY: Two Covanta Equity Debtors Change Corporate Names
CRYOLIFE INC: Records $7 Million Net Loss in First Quarter 2004

CWMBS INC: Fitch Takes Various Rating Actions on 6 Securitizations
DII INDUSTRIES: Expecting Plan Confirmation Order by Summer's End
EXIDE TECH: Pursues Preferential Transfers Against 123 Creditors
FEDERAL-MOGUL: Amended Plan Provides Debtors' Liquidation Analysis
FLEMING COS: EFlow Trust Presses For $526,202 Lease & Tax Payment

GROUPE BOCENOR: Banking Syndicate Agrees to Forbear Until May 31
HAYES LEMMERZ: Laurie Siegel Joins Board of Directors
HERCULES INC: Files Revised First Quarter Report on Form 10-Q
IESI CORP: March 31, 2004 Balance Sheet Upside-Down by $75 Million
INTERMET: S&P Cuts Corporate & Senior Secured Debt Ratings to B+

INT'L RESOURCE: Case Summary & 20 Largest Unsecured Creditors
LEJUERRNE DEVT: Case Summary & 12 Largest Unsecured Creditors
LES BOUTIQUES: Accepts $15.6M+ Recapitalization Offer by Investors
LES BOUTIQUES: Founder Paul Roberge Comments on Recapitalization
LIBERATE TECHNOLOGIES: Delaware Claims Serves as Claims Agent

LOEWEN: Alderwoods Releases 1st Quarter 2004 Financial Results
LORAL SPACE: Files First Quarter 2004 Report on Form 10-Q with SEC
MAAX CORPORATION: S&P Assigns B+ Long-Term Corporate Credit Rating
MCDERMOTT INTL: Stockholders' Deficit Tops $375M at March 31, 2004
MERISANT WORLDWIDE: S&P Places Low-B Ratings on Watch Negative

MIRANT AMERICAS: Committee Retains E3 & New Energy as Consultants
NATIONAL CENTURY: Wants Authority to Conduct Rule 2004 Exams
NEW HEIGHTS: Needs Until May 28 to File Schedules & Statements
NEW WORLD PASTA: Obtains Commitment for $45 Million DIP Financing
NEW WORLD RESTAURANT: March 30 Equity Deficit Widens to $84 Mil.

PACIFIC GAS: Board Elects Roy Kuga & Fong Wan As Vice Presidents
PARMALAT: Hungarian Affiliate Obtains HUF500 Million Financing
PHOENIX CONTRACTING: Case Summary & Largest Unsecured Creditors
PLEJ'S LINEN: Section 341(a) Meeting Scheduled on May 26, 2004
RCN CORP: Posts $56.8 Million Net Loss in First Quarter 2004

RURAL CELLULAR: March 31 Balance Sheet Insolvent by $542.5 Million
SCHOLASTIC RECOGNITION: Case Summary & 20 Unsecured Creditors
SEITEL: Appoints Robert D. Monson as New Chief Financial Officer
SEITEL INC: First Quarter 2004 Net Loss Declines to $617,000
SOLUTIA INC: Retirees Want To Hire American Express As Advisor

SONTRA MEDICAL: First Quarter 2004 Net Loss Widens to $1.4 Million
SPIEGEL: Wants To Terminate Rapid City Call Center Lease by July
SR TELECOM: Shareholders to Meet in Montreal Today
SR TELECOM: Wins Major Turnkey Contract in Latin America
THERMADYNE HOLDINGS: Incurs $1 Million Net Loss in First Quarter

TRICO MARINE: Reports $16.5 Million First Quarter 2004 Net Loss
TRICO MARINE: Elects to Defer Interest on 8-7/8% Senior Notes
UNITED AIRLINES: Appoints Scott Dolan As United Cargo President
VITAL BASICS INC: Case Summary & 23 Largest Unsecured Creditors
VLASIC: Provides Update on $250 Mil. Lawsuit Against Campbell Soup

WEIRTON: FW Holdings Replaces Counsel McGuireWoods with Greenebaum
WESTPOINT: Balance Sheet Insolvency Tops $972MM at March 31, 2004
WILLIAMS COMPANIES: Redeeming About $1.1 Billion Outstanding Notes
WOMEN FIRST: First Creditors' Meeting Scheduled on June 4, 2004
WORLDCOM INC: Inks Stipulation Resolving Government Claim Dispute

WORLDCOM/MCI: Declining Revenues Prompt $388 Million Q1 Net Loss

* Graydon D. Webb Joins Turnaround Firm Renaissance Partners
* Leading German Tax Team to Join Dewey Ballantine
* Chambers & Partners Awards Ropes & Gray Practice Groups, Lawyers

* Upcoming Meetings, Conferences and Seminars

                           *********

360NETWORKS: Panel Wants Big-D to Return $955,435 Pref. Transfers
-----------------------------------------------------------------
Big-D Fastrack Corporation received preferential transfers from
360networks (USA), inc., totaling $955,435 on or within 90 days  
prior to the Petition Date.

Peter D. Morgenstern, Esq., at Bragar Wexler Eagel & Morgenstern,
LLP, in New York, asserts that:

   (a) each of the Transfers was made to Big-D for or on
       account of an antecedent debt 360networks owed before each
       Transfer was made;

   (b) Big-D was a creditor at the time of the Transfers;

   (c) the Transfers were made while the Debtors were insolvent;
       and

   (d) by reason of the Transfers, Big-D was able to receive
       more than it would otherwise receive if:

       -- these Cases were cases under Chapter 7 of the
          Bankruptcy Code;

       -- the Transfers had not been made; and

       -- it received payment of the debts in a Chapter 7
          proceeding in the manner the Bankruptcy Code
          specified.

On March 26, 2002, the Debtors asked Big-D to return the
Transfers.  Big-D refused.

Thus, the Official Committee of Unsecured Creditors, on the
Debtors' behalf, asks the Court to:

   (a) declare that the Transfers are avoidable pursuant to
       Section 547 of the Bankruptcy Code;

   (b) pursuant to Sections 547 and 550, declare that Big-D
       must pay at least $955,435, representing the amounts it
       owed to the Debtors, plus interest from the date of the
       Demand Letter as permitted by law;

   (c) pursuant to Section 502(d), provide that any and all
       claims against the Debtors Big-D filed in these
       cases will be disallowed until it repays in full the
       Transfers plus all applicable interests; and

   (d) award to the Committee all costs, reasonable attorneys'
       fees and interest.

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 COMMS: Taps Foley & Lardner as Special Corporate Counsel
-----------------------------------------------------------------
The Adelphia Communications (ACOM) Debtors encounter varied
disclosure and compliance issues pursuant to corporate and
securities laws and regulations. In this regard, the ACOM Debtors
want to employ a special corporate and securities counsel to,
among other things:

   -- assist them with these investigation and compliance issues,

   -- counsel them in respect of securities law matters that may
      arise during their Chapter 11 cases, and

   -- advise them with respect to discrete securities law issues
      arising from the implementation of a reorganization plan.  

The ACOM Debtors selected Foley & Lardner, L.L.P., to provide
these services.

The ACOM Debtors believe that the attorneys at Foley are well
qualified to act as their special corporate and securities law
counsel in their Chapter 11 cases.  Foley is recognized
nationwide for its extensive knowledge of securities litigation
and extensive experience in securities enforcement.  Foley's vast
experience includes defending investigations by the Securities
and Exchange Commission and other securities regulators, as well
as a wide range of matters involving enforcement actions by the
SEC Division of Enforcement, grand juries, state securities
regulators, and self-regulatory organizations, like the National
Association of Securities Dealers Regulation and the New York
Stock Exchange.

Since February 27, 2004, Foley represented the ACOM Debtors in
connection with various corporate governance, securities,
regulatory, and litigation matters.  In particular, Foley
assisted them in connection with discrete corporate governance
and securities law issues relating to their proposed plan of
reorganization.  In addition to these services, Foley will assist
the ACOM Debtors in responding to and communicating with the SEC
as well as represent them in connection with SEC-related
investigations and litigation.

The ACOM Debtors point out that although they will solicit
Foley's advice and counsel with respect to corporate and
securities law issues relating to their Plan, they also expect
Foley to provide services to them in connection with federal and
state securities law matters that are not central to their
reorganization.  Foley's employment is for the discrete matters,
and the firm will not be rendering services typically performed
by a debtor's bankruptcy counsel.  Among other things, Foley
ordinarily will not be involved in interfacing with the Court and
will not be responsible for any of the ACOM Debtors' general
restructuring efforts except in certain limited circumstances.  
By delineating Foley's role, the ACOM Debtors intend to ensure
that there will be no duplication of services.

Accordingly, the ACOM Debtors seek the Court's authority to
employ Foley, nunc pro tunc to February 27, 2004, as their
special corporate and securities law counsel.

The ACOM Debtors will compensate Foley in accordance with its
ordinary and customary hourly rates:

          Partners                      $385 - 775
          Of Counsel                     195 - 550
          Special Counsel                245 - 460
          Associates                     220 - 435
          Legal Assistants/Paralegals     85 - 205

In addition, the ACOM Debtors will reimburse Foley for all
ancillary services incurred.

Gregory S. Bruch, a partner at Foley, assures the Court that the
firm does not have any connection with the ACOM Debtors, their
creditors or any other party-in-interest, or their attorneys.  
Mr. Bruch informed the ACOM Debtors that Foley represents no
interest adverse to their estates with respect to the matters on
which the firm is to be employed. (Adelphia Bankruptcy News, Issue
No. 58; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AEROFLITE INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Aeroflite, Inc.
        7700 Aviation Drive
        Marion, Illinois 62959

Bankruptcy Case No.: 04-41003

Type of Business: The Debtor is a fixed base operator at
                  Williamson County Regional Airport providing
                  fuel, maintenance services, flight training,
                  aircraft charters and aircraft rental at the
                  Airport.  See http://www.aerofliteinc.com/

Chapter 11 Petition Date: April 28, 2004

Court: Southern District of Illinois (Benton)

Judge: Kenneth J. Meyers

Debtors' Counsel: Laura K. Grandy, Esq.
                  Mathis Marifian Richter and Grandy Ltd.
                  P.O. Box 307
                  Belleville, IL 62220-0307
                  Tel: 618-234-9800

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Combank                       Secured by accounts       $597,000
PO Box 479                    receivable,
Metropolis, IL 62960          equipment inventory

Banterra Bank                 2 loans secured by        $404,000
PO Box 310                    2nd on all other
Marion, IL 62959              aircraft

Combank                       Secured by equipment      $317,000
PO Box 479                    and inventory
Metropolis, IL 62960

Texaco/Chevron                                          $227,000

Combank                       Secured by equipment      $194,000
                              Inventory

Timothy J. Sala                                         $100,000

Old National Bank             Loan secured by            $53,879
                              Accounts Receivable

Advanta                                                  $31,777

Bank of Carbondale            Note Secured by            $18,750
                              Accounts Receivable

AMSouth Lincoln               Secured by 2000            $15,344
                              Lincoln Town Car

GMAC                          Secured by 2000             $7,364
                              Pontiac

First National Bank of OMAHA                              $4,508

Williamson County Airport                                 $2,633

Aircraft Parts International                              $2,264

First National Bank of OMAHA                              $1,746

First National Bank of OMAHA                              $1,634

Premier Air Center                                        $1,503

USDot                                                     $1,455

Avial Global Distribution                                 $1,137

Aviation Laboratories                                     $1,037


AIR CANADA: Realigns Organizational Structure
---------------------------------------------
Air Canada announced the following appointments and changes to its
organizational structure, effective immediately.

"In order to place a stronger focus on our customer and
operational performance, I have decided to split our operational
world into two groups, Customer Experience and Operations.  In
addition, certain responsibilities within the Commercial and
Corporate Affairs branches are being reassigned," said Robert
Milton President and Chief Executive Officer.

                       Customer Experience

Steve Smith, formerly President, ZIP Air Inc., assumes
responsibility for the Customer Service group as Senior Vice
President, Customer Experience.  Norbert Manger, Vice President,
Airports and Brad Moore, Vice President, Customer Service
(responsible for In-Flight Service, Call Centres, Customer
Solutions and Service Strategy) will report directly to Mr.
Smith.

                         Operations

Rob Reid, Acting President and Chief Executive Officer, Air Canada
Technical Services (ACTS) and Vice President System Operations
Control (SOC), is appointed Senior Vice President, Operations with
responsibility for ACTS, SOC, Flight Operations, Air Canada
Maintenance and Flight Safety.  Captain Rob Giguere, formerly
Executive Vice President, Operations is currently considering
various future options.

                        Commercial

Bill Bredt, formerly Vice President, Network and Revenue
Management is appointed to the position of President, ZIP, Ben
Smith, formerly Senior Director Network Planning, is appointed
Vice President, Planning.  Both report directly to Montie Brewer,
Executive Vice President, Commercial.

                     Corporate Affairs

Duncan Dee, formerly Vice President, Corporate Affairs is
appointed Senior Vice President, Corporate Affairs.  In addition
to his current responsibilities, Mr. Dee will assume
responsibility for Corporate Security & Risk Management and Safety
& the Environment.

Yves Dufresne, formerly Senior Director, International Affairs, is
appointed Vice President, International and Regulatory Affairs
with responsibility for Air Canada's international and alliance
activities.  Mr. Dufresne will report to Mr. Dee.

In addition, Lise Fournel, CIO and President, Destina, will also
report to Mr. Dee.

John Baker, Senior Vice President and General Counsel and Paul
Letourneau, Vice President and Corporate Secretary will now report
directly to the President and CEO.

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)


AMRESCO: Fitch Puts Class B-1F's BB Rating on Watch Negative
------------------------------------------------------------
Fitch Ratings has taken rating actions on the following AMRESCO
issues:

     Series 1997-3 Group 1
               
               --Class A-8 - A-9 affirmed at 'AAA';
               --Class M-1F affirmed at 'AA';
               --Class M-2F affirmed at 'A';
               --Class B-1F, rated 'BB', placed on
                 Rating Watch Negative.

     Series 1997-3 Group 2
               
               --Class M-1A affirmed at 'AA';
               --Class M-2A affirmed at 'A';
               --Class B-1A affirmed at 'BBB-'.

     Series 1998-1 Group 1

               --Class A-5 - A-6 affirmed at 'AAA';
               --Class M-1F affirmed at 'AA';
               --Class M-2F affirmed at 'A'.

     Series 1998-1 Group 2

               --Class M-1A affirmed at 'AA';
               --Class M-2A affirmed at 'A';
               --Class B-1A affirmed at 'BBB-'.

     Series 1998-2 Group 1

               --Class A-4 - A-6 affirmed at 'AAA';
               --Class M-1F affirmed at 'AA';
               --Class M-2F affirmed at 'A';
               --Class B-1F affirmed at 'BBB'.

     Series 1998-2 Group 2

               --Class M-1A affirmed at 'AA';
               --Class M-2A affirmed at 'A';
               --Class B-1A affirmed at 'BBB-'.

The negative rating actions are taken due to the level of losses
incurred and the high delinquencies in relation to the applicable
credit support levels as of the April 2004 distribution date. The
affirmations on the above classes reflect credit enhancement
consistent with future loss expectations.


ANC RENTAL: Recovers $333,534 in 36 Avoidance Actions Settlements
-----------------------------------------------------------------
The ANC Rental Corporation Debtors instituted 1,072 adversary
proceedings seeking to avoid and recover preferential transfers
and fraudulent conveyances that may be avoided and recovered
pursuant to Sections 547, 548 and 550 of the Bankruptcy Code.

According to Joseph Grey, Esq., at Stevens & Lee, P.C., in
Wilmington, Delaware, the Debtors have thus far negotiated and
executed settlement stipulations with 36 of the defendants named
in their avoidance actions.  Pursuant to these Settlement
Stipulations, payments have been, or will be, paid to the Debtors
and deposited in their account for the benefit of their
bankruptcy estate.  The Debtors demanded $874,827 from the 36
Defendants through the avoidance actions.  The Debtors were able
to reach a settlement aggregating $333,534.

By this motion, the Debtors ask the Court to approve the 36
settlements.

The Settlement Agreements, which the Debtors executed, are
voluminous.  The Debtors assert that they may be prejudiced if
the terms of some of these Settlements are disclosed in detail
while they attempt to negotiate settlements with all the other
defendants in the avoidance actions.  But the Debtors disclosed
the amount of the settlement payments, which information they
believe is more than sufficient for the Court to ascertain
whether the settlements should be approved.

The Avoidance Actions Settlements include:

                                       Litigated     Settlement
Entity                                    Amount         Amount
------                                 ---------     ----------
Aircraft Administration & Leasing        $21,794         $9,807
Auto Recovery Systems                     26,397          1,000
Central Florida Wash Systems, Inc.        27,279          7,053
Chapman Chevrolet Inc                     20,237         14,166
DDL Pilot Services Co., Inc. 03-57357     89,440         40,248
Gus Paulos Chevrolet                      36,088         21,650
Hudson Toyota                             21,738         10,869
Associates LLC, Chapman                  295,994         95,994
South West Auto Transfer                  47,392          2,000
Superior Chevrolet                        28,176         12,000

Mr. Grey notes that in each adversary case, the Debtors weighed
whatever documentation a defendant was able to provide with
respect to its statutory defenses, and reviewed their own
records, the amount of the settlement offer and the costs
attendant to collection.  The Debtors concluded that in each of
these cases, the probability of success in litigation in excess
of the settlement amount is not certain.

Generally, the Settlement Agreements provide that the Defendants
will waive their "resulting claims" against the Debtors' estate
and pay the agreed amount upon execution of the document.  Mr.
Grey contends that these provisions will significantly reduce the
expense of the Debtors' bankruptcy proceedings and increase the
recovery for their estate.  Further expense and inconvenience
associated with processing "resulting claims" and collection
efforts will be avoided, not to mention the significant
additional costs the Debtors will incur if these settlements are
not approved and further litigation becomes necessary.

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)


ATLANTIS SYSTEMS: Board Favors Falcon Equity Financing Offer
------------------------------------------------------------
On April 30, 2004 a Special Meeting of the shareholders of
Atlantis Systems Corp. was convened to vote upon a financing
proposal from Claymore Capital Management Inc. The Claymore
financing offer, which is described in detail in the Management
Information Circular dated March 25, 2004, consists of a
$5 million 12% credit facility, which is convertible into common
shares at $0.50 per share and an additional 5 million common share
purchase warrants exercisable at $0.50 per share for a period of
five years. The conversion would be dependent upon the achievement
of a business plan amongst other determinants.

The Special Meeting was adjourned prior to a vote to allow for
deliberation by the Board of Directors of Atlantis of an
unsolicited offer of financing received from Falcon Corporation.
The Falcon offer was deemed to be genuine and worthy of
consideration and the Board of Directors of Atlantis, on the
advice of legal counsel, considered it their fiduciary
responsibility to evaluate the Falcon offer.

The Special Meeting of shareholders re-convened on May 10, 2004 at
10 am in the lobby meeting room of 130 Adelaide Street West in
Toronto.

In order to assist in the evaluation and comparison of the two
financing proposals, the Board engaged Dundee Securities
Corporation to provide an independent opinion. On May 7, 2004, the
Board of Directors of Atlantis met to consider the independent
report of Dundee. Dundee's evaluation concluded that "...the
Falcon Proposal provides Atlantis with more cash at closing and
during the term of the financing; results in a better debt to
equity structure for the Company, thereby offering improved
prospects for additional financing in the future; has a lower
interest rate on its debt; and includes a new Chief Executive
Officer and business strategy." The Board unanimously and
unequivocally confirmed Dundee's opinion and are now recommending
to shareholders that they vote against the Claymore financing
offer.

Falcon's financing offer consists of $6 million in equity units
and a $2 million 10% term debt facility. As of this morning,
Falcon had arranged for the delivery of share subscriptions for $5
million in equity units and had lodged $4.5 million in escrow,
pending acceptance by Atlantis of Falcon's unsolicited offer.
Falcon has indicated to management of Atlantis that the monies
were lodged in escrow to evidence the seriousness of their offer.
The $0.40 equity units consist of one common share and one half of
a common share purchase warrant. Each full common share purchase
warrant is exercisable for two years following the closing of the
financing and the exercise price is $0.50 per share for the first
twelve months following the closing and $0.60 per share for the
second twelve months following the closing. The Falcon offer
replicates the Claymore offer with respect to the conversion of
$3.75 million of outstanding liabilities into equity.

Prior to May 10, 2004 Board meeting, Atlantis received a notice of
an event of default from Claymore, under the terms of the
Commitment Letter entered into by Atlantis with Claymore. Claymore
claims that under the terms of the Commitment Letter, the non-
receipt of an interest payment was an event of default. The Board
of Directors of Atlantis contests Claymore's assertion.
Regardless, Atlantis has paid the outstanding interest amount and
believes that the alleged event of default has been rectified. A
mutual attempt to avoid this dispute by waiving the alleged event
of default was not successful, as the Board of Atlantis was unable
to accept the waiver conditions advanced by Claymore.

If the Claymore offer is voted down by the shareholders of
Atlantis at the meeting, the Commitment Letter with Claymore
requires the payment by Atlantis of a break fee of $250,000 and
Claymore's out-of-pocket expenses. As well, Atlantis will be
required to repay the outstanding capital advance under the
Commitment Letter by July 30, 2004. There is a possibility
that Claymore may attempt to accelerate the repayment of the
capital advanced prior to that date.

If the Claymore offer is voted down by the shareholders, the Board
of Directors of Atlantis will take all necessary steps to enter
into and to implement the Falcon offer, including obtaining
shareholder approval.

For those shareholders of Atlantis who have delivered a proxy for
the Special Meeting of the shareholders to be held on Monday May
10th and who wish to revoke their proxy, such shareholder must
deposit an instrument in writing executed by the shareholder or
their attorney with the Chairman of the Special Meeting on the day
of the meeting.

Atlantis is a globally recognised developer of simulation-based
aircraft training systems, with a client base that spans defence
forces and government agencies throughout the world, as well as
major commercial airlines and aircrew training centres. Atlantis
trades on the Toronto Stock Exchange under
the symbol AIQ.


AVADO BRANDS: Court Sets May 17 as the Last Day to File Claims
--------------------------------------------------------------
On April 13, 2004 the United States Bankruptcy Court for the
Northern District of Texas entered an order in the Avado Brands,
Inc., chapter 11 cases establishing a general claims bar date for
creditors to file claims against the debtors.

May 17, 2004 at 4:00 p.m. is the deadline to file proofs of claim.  
Proof of claim forms must be delivered to:

           If by regular mail:

               Claims Agent: Avado Brands, Inc.
               c/o Banruptcy Services LLC
               FDR Station
               P.O. Box 5270
               New York, NY 10150-5270

           If by person or overnight courier:

               Bankruptcy Services LLC
               Attn: Avado Brands Processing Center
               757 Third Avenue, 3rd Floor
               New York, NY 10017

Forms and inquiries regarding filing a Proof of Claim against any
debtor may be obtained by contacting the Claims Agent at telephone
number (646) 282-2500 or at avado_caseinfo@bsillc.com     

On February, 4, 2004, Avado Brands, Inc., which owns and operates
Don Pablo's and other restaurants, filed a voluntary petition
under Chapter 11 of the United States  Bankruptcy Code  in the
United States Bankruptcy Court for the Northern District of  
Texas.  The Honorable Chief Judge Steven A. Felsenthal presides  
over the case, which is administered as Case No. 04-31555.   
Deborah D. Williamson, Esq., and Thomas Rice, Esq., at Cox & Smith
Incorporated represent the Debtors in their restructuring
efforts.  Miller Buckfire Lewis Ying & Co., LLC is providing
financial advisory services.  


BM USA: U.S. Trustee to Meet with Creditors on May 28, 2004
-----------------------------------------------------------
The United States Trustee will convene a meeting of BM USA
Incorporated's creditors at 2:00 p.m., on May 28, 2004 at 2000 E.
Spring Creek Parkway, Plano, Texas 75074.  This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

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

Headquartered in Carlstadt, New Jersey, BM USA Incorporated is
engaged into a business of crafting shoes that began in Bologna,
Italy in the 1930's in a family-owned and operated basement
workshop.  The Company, together with two of its affiliates, filed
for chapter 11 protection on April 14, 2004 (Bankr. E.D. Tex. Case
No. 04-41816).  J. Mark Chevallier, Esq., and David L. Woods,
Esq., at McGuire, Craddock & Strother represent the Debtors in
their restructuring efforts.  When the Company filed for
protection from their creditors, they listed both estimated debts
and assets of over $10 million.


BOYDS: Moody's Cuts Ratings to Low-B Levels with Negative Outlook
-----------------------------------------------------------------
Moody's Investors Service lowers the senior ratings of The Boyds
Collection Ltd., concluding the review for possible downgrade
initiated on December 22, 2003. The outlook is negative.

      Affected ratings are:

          --Senior Implied Rating to B1 from Ba3;

          --$40M senior secured revolving credit facility due 2005      
            to B1 from Ba3;

          --$28M senior secured term loan facility due 2005
            to B1 from Ba3;

          --$34.4M 9.0% senior subordinated notes due 2008
            to B3 from B2;

          --Unsecured Issuer Rating to B2 from B1

The downgrade reflects the material reduction in Boyds' capacity
to repay debt due to the continuous decline in its wholesale
business, the projected step-up in funding requirements for the
decision to start a major expansion in retail, and the potential
liquidity pressures arising from the scheduled April 2005 maturity
of bank credit facilities. While new senior management has made
several moves to stop the unabated decline of the wholesale
business, Moody's assumes no evidence of a reduced operating cost
structure, the development and introduction of new products until
the second half of 2004. Moody's supposes that current operating
challenges and growing financial leverage may limit Boyds'
decision to expand its retail operations over the next several
years.

Headquartered in McSherrytown, Pennsylvania, The Boyds Collection,
Ltd. is a designer, importer and distributor of hand-crafted
collectibles and other specialty giftware products. Net sales for
the twelve months ended March 2004 were approximately $104
million.


CANNON PRECISION: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Cannon Precision Manufacturing GEM Incorporated
        4th and Washington Streets
        P.O. Box 289
        Keithsburg, Illinois 61442

Bankruptcy Case No.: 04-81943

Chapter 11 Petition Date: April 21, 2004

Court: Central District of Illinois (Peoria)

Judge: Thomas L. Perkins

Debtors' Counsel: Philip E. Koenig, Esq.
                  1515 4th Avenue #301
                  Rock Island, Illinois 61201
                  Tel: 309-786-3313

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


CAPITOL CITY GRAPHICS: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Capitol City Graphics, Inc.
        2905 Delaware Avenue
        Des Moines, Iowa 50317

Bankruptcy Case No.: 04-02513

Type of Business: The Debtor provides printing services.
                  http://www.capitolcitygraphicsinc.com/

Chapter 11 Petition Date: April 22, 2004

Court: Southern District of Iowa (Des Moines)

Judge: Lee M. Jackwig

Debtors' Counsel: Jerrold Wanek, Esq.
                  Garten & Wanek
                  835 Insurance Exchange Building
                  505 Fifth Avenue
                  Des Moines, IA 50309
                  Tel: 515-243-1249
                  Fax: 515-244-4471

Total Assets: $171,898

Total Debts:  $2,247,373

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service                                $538,270
Special Procedures
210 Walnut Street, Stop 22
Des Moines, IA 50309

Wells Fargo Bank Iowa, NA     Secured Value:            $498,891
666 Walnut Street             $156,697
Des Moines, IA 50309

Robert Armentrout                                        $41,549

LLP Mortgage                                             $34,882

Typo-Graphics-Two                                        $33,307

Bayer/AGFA Financial          Secured Value:             $31,390
                              $1,000

GMAC                          Secured Value:             $18,746
                              $2,500

Iowa Dept. of Revenue                                    $15,219

FedEx Freight                                             $8,862

Mallard Ink Company                                       $7,722

GMAC                          Secured Value:              $3,290
                              $2,400

Northways Conditinental Inc.                              $2,000

Timmons, Krull & Jacobsen,                                $1,660
LLP

Watkins Motors Lines, Inc.                                $1,299

Commercial Bag & Supply                                     $798

Centimark                                                   $750

Advanced Business Products                                  $688

AT & T Wireless                                             $561

Mail Mogul                                                  $422

Peak Busines Equipment                                      $277


CASCADES: Sells Two Fiber Panel Divisions -- Covermat & Mat,riaux
-----------------------------------------------------------------
Cascades Inc. (symbol : CAS-TSX) announces the sale of its
Convermat and Cascades divisions located in Louiseville, Qu,bec.
The terms of the transaction were not disclosed.

A member of the Specialty Products Group and owned by Cascades
since 1980, Mat,riaux Cascades and Convermat manufacture and
convert siding panels for the construction industry which are sold
in the North-American market. The wood fiber based products
include amongst other things, insulating roofing panels, acoustic
panels and fireproof panels, respectively known under the
Sonopan(TM), Sonobase(TM) and Securpan(TM) brands.

Commenting on the transaction, Mr. Alain Lemaire, President and
Chief Executive Officer of Cascades declared: "This sale was a
difficult decision given the employees' tremendous involvement and
the products' market notoriety. However, we received a good offer
at a time where we were questioning these assets, which offer very
few synergies with our other sectors of activity. I remain
nevertheless confident for the future of these plants and their 80
employees."

                     About the Company

Cascades is a leader in the manufacturing of packaging products,
tissue paper and specialized fine papers. Internationally,
Cascades employs 15,000 people and operates close to 150 modern
and versatile operating units located in Canada, the United
States, France, England, Germany and Sweden. Cascades recycles
more than two million tons of paper and board annually, supplying
the majority of its fibre requirements. Leading edge de-inking
technology, sustained research and development, and 40 years in
recycling are all distinctive strengths that enable Cascades to
manufacture innovative value-added products. Cascades' common
shares are traded on the Toronto Stock Exchange under the ticker
symbol CAS.

                       *   *   *

As previously reported, Standard & Poor's Ratings Services revised
its outlook on diversified paper and packaging producer Cascades
Inc. to negative from stable. At the same time, the 'BB+' long-
term corporate credit rating and 'BBB-' senior secured bank loan
rating were affirmed.

"The outlook revision stems from concerns that Cascades is
unlikely to improve its credit profile in the near term and
remains vulnerable to further weakening if challenging conditions
persist," said Standard & Poor's credit analyst Clement Ma.


CHARTER COMMS: Equity Deficit Balloons to $441MM at March 31, 2004
------------------------------------------------------------------
Charter Communications, Inc. (Nasdaq: CHTR) reported financial and
operating results for the three months ended March 31, 2004. The
Company also provided pro forma results, which reflect the sales
of certain cable systems to Atlantic Broadband Finance, LLC (of
which the majority closed on March 1, 2004, and a small portion of
which closed in April 2004) and WaveDivision Holdings, LLC, which
closed on October 1, 2003, as if they both occurred on January 1,
2003.

                        Operating Highlights

The Company:

   -- Added 125,200 residential high-speed data (HSD) customers    
      during the first quarter of 2004, on a pro forma basis.
      These additions, together with HSD customer growth over the
      previous three quarters, drove a 40% increase in HSD
      revenues on a pro forma basis and a 38% increase on an
      actual basis, compared to the year ago quarter.

   -- Grew the digital video customer base by 68,800 customers
      during the first quarter, compared to a loss of 31,500
      customers during the year ago period, on a pro forma basis.
      Charter also improved analog video customer trends with a
      loss of 8,500 customers during the first quarter compared to
      a loss of 49,000 in the year-ago period, on a pro forma
      basis.

   -- Capital expenditures increased 83% over the unusually low
      year ago period to $190 million, primarily driven by higher
      spending on customer premise equipment resulting from more
      customer connect activity and increased customer adoption of
      advanced services, including high definition television and
      digital video recorder technology. Expenditures on scalable
      infrastructure related to the deployment of advanced
      services including video on demand and commercial high-speed
      data services also increased. In addition, aggressive new
      build construction expenditures in the first quarter of 2004
      more than doubled compared to a year ago.

                        Financial Highlights

The Company:

   -- Posted 5% revenue growth and 3% adjusted EBITDA growth on a
      pro forma basis for the first quarter 2004 compared to the
      year ago period. For the three months ended March 31, 2004,
      Charter reported 3% revenue growth and 1% adjusted EBITDA
      growth on an actual basis compared to first quarter 2003.

   -- Completed the sale of geographically non-strategic cable
      systems to Atlantic Broadband Finance, LLC for approximately
      $733 million, subject to post-closing adjustments. Systems
      divested in these transactions represent approximately
      228,500 analog video customers.

   -- Amended Charter Communications Operating, LLC credit
      facility and concurrently issued $1.5 billion in Senior
      Second Lien Notes to refinance the bank debt of three
      subsidiaries shortly after the first quarter ended. The
      transaction extended beyond 2008 approximately $8.0 billion
      of scheduled debt maturities and credit facility commitment
      reductions which would have otherwise come due before that
      time.

Charter President and CEO Carl Vogel said, "We continue to build
on the improvements made in 2003. We're focused on growing
revenues and revenue generating units (RGU) by increasing our
marketing activities and sales focus, while still maintaining
financial discipline. We also continue our disciplined,
incremental approach to improving our balance sheet and
liquidity."

Mr. Vogel said, "Charter continued revenue and RGU growth through
increased sales and marketing efforts, and improved customer
service, together with technologically differentiated products.
Pro forma advanced services RGUs, composed of digital video,
residential HSD and telephony customers, increased 195,400 during
the first quarter of 2004, up from 98,700 additions for the year
ago quarter. As we add more customers who, along with existing
customers, adopt our advanced services, we'll be positioned to
improve our financial position."

At March 31, 2004, Charter Communication's balance sheet shows a
shareholders' deficit of $441 million compared to a deficit of
$175 million at December 31, 2003.

               Pro Forma First Quarter Results

Pro forma first quarter 2004 revenues were $1.185 billion, an
increase of $55 million, or 5%, over pro forma first quarter 2003
revenues of $1.130 billion. This increase is principally the
result of growth in HSD revenues, as well as increased commercial
revenues. For the three months ended March 31, 2004, pro forma HSD
revenues increased $47 million, or 40%, reflecting 423,800
additional HSD customers since March 2003, including 125,200 in
the first quarter. In addition, first quarter 2004 average revenue
per HSD customer increased 3% compared to the previous quarter on
a pro forma basis. Pro forma commercial revenues increased $11
million, or 26%, and pro forma advertising sales revenues
increased $3 million, or 5%, from first quarter 2003. Pro forma
video revenues remained essentially flat with the year ago
quarter.

First quarter 2004 pro forma operating costs and expenses rose $40
million, or 6%, compared to the year ago pro forma period,
primarily a result of increased programming and marketing costs.
First quarter 2004 programming costs increased 8% compared to the
year ago period on a pro forma basis, an improvement from historic
first quarter double digit increases. The improvement was
partially the result of a $4 million reduction in programming
costs related to settlements of contractual issues with a
programming provider. The Company expects programming contracts to
be renegotiated as they expire throughout the year, providing
opportunities to reduce programming rate increases going forward.
First quarter 2004 marketing expenses increased $12 million, or
63%, compared to the prior year, consistent with the Company's
strategy to step up the promotion of its products and services.

                Actual First Quarter Results

For the first quarter of 2004, Charter generated revenues of
$1.214 billion, an increase of 3% over last year's first quarter
revenues of $1.178 billion. This growth is due primarily to a $46
million, or 38%, increase in HSD revenues. The increase was
partially offset by a $17 million, or 2%, decline in video
revenues in the first quarter, primarily a result of cable system
divestitures. Commercial revenues increased $9 million, or 19%,
and advertising sales revenues increased $2 million, or 4%,
compared to the actual year ago quarter.

Operating costs and expenses for the first quarter 2004 totaled
$751 million, up 4% compared to the year ago quarter, primarily a
result of increased programming costs and marketing expenditures.
First quarter 2004 income from operations totaled $175 million, an
increase of $98 million from the $77 million in the year ago
quarter, primarily as a result of the $108 million pre-tax gain on
the sale of cable systems to Atlantic Broadband Finance, LLC.

The increase in income from operations was offset by the fact
that, as previously reported, commencing in 2004 the Company is
absorbing substantially all future net losses before income taxes
that in the past were allocated to minority interest, because
minority interest in Charter Communications Holding Company, LLC
(Charter Holdco) was substantially eliminated at December 31,
2003. This resulted in an additional $124 million of net loss for
the three months ended March 31, 2004. Subject to any changes in
Charter Holdco's capital structure, future losses will be
substantially absorbed by Charter. As a result of this and other
factors, net loss applicable to common stock increased $112
million. Net loss applicable to common stock and loss per common
share were $294 million and $1.00, respectively, for the 2004
first quarter. For the first quarter of 2003, Charter reported net
loss applicable to common stock and loss per common share of $182
million and 62 cents, respectively.

For the three months ended March 31, 2004, the Company recorded
special charges of $10 million, including approximately $9 million
which represents litigation costs related to the tentative
settlement of a national class action suit subject to final
documentation and court approval.

                     Pro Forma Liquidity

Pro forma adjusted EBITDA totaled $450 million for the three
months ended March 31, 2004, an increase of $15 million, or 3%,
compared to the year ago period. Pro forma net cash flows from
operating activities for the three months ended March 31, 2004,
were $112 million, a decrease of 27% from $154 million for the
year ago quarter, primarily a result of increases in cash interest
expense, special charges, loss on debt to equity conversion and
changes in operating assets and liabilities.

                      Actual Liquidity

Adjusted EBITDA totaled $463 million for the three months ended
March 31, 2004, an increase of $5 million, or 1%, compared to the
year ago period. Net cash flows from operating activities for the
three months ended March 31, 2004, were $115 million, a decrease
of 29% from $162 million reported a year ago, primarily a result
of changes in operating assets and liabilities.

Expenditures for property, plant and equipment, including
capitalized labor and overhead, for the first quarter of 2004
totaled $190 million, an increase of approximately 83% from first
quarter 2003 when unusually low capital expenditures totaled $104
million. The increase in capital expenditures resulted from more
customer connect activity and customer adoption of advanced
services, including high definition television and digital video
recorder technology. Expenditures on scalable infrastructure
related to the deployment of advanced services including video on
demand and commercial high-speed data services also increased
during the quarter. In addition, aggressive new build construction
expenditures in the first quarter of 2004 more than doubled
compared to a year ago.

Charter reported un-levered free cash flow of $273 million for the
first quarter of 2004, compared to un-levered free cash flow of
$354 million in the first quarter of 2003. The decline in un-
levered free cash flow was a result of increased capital
expenditures as previously discussed.

The increase in capital expenditures resulted in negative free
cash flow of $27 million for the first quarter of 2004, compared
to free cash flow of $70 million for the first quarter of 2003.

On April 27, 2004, the Company amended the $5.1 billion Charter
Operating credit facilities to, among other things, expand those
facilities to approximately $6.5 billion. Charter used the
additional proceeds, along with the proceeds from the concurrent
issuance of $1.5 billion Senior Second Lien Notes (the Notes) to
refinance the bank debt of its subsidiaries, CC VI Operating, LLC,
Falcon Cable Communications, LLC, and CC VIII Operating, LLC. The
amended facility combined with the Notes issuance provides the
Company with $8 billion of financing to effectively replace the $9
billion available under the preexisting four credit facilities.
The refinancing provides the Company increased borrowing
availability and greater operating flexibility through the
consolidation of bank facilities, less restrictive covenants and
deferred maturities.

At March 31, 2004, the Company had $18.108 billion of outstanding
indebtedness, and $153 million cash on hand. Unused availability
as of the closing of the amendment and restatement of the Charter
Operating credit facility was approximately $1.0 billion.

                     Operating Statistics

All operating statistics are pro forma for the sales of certain
cable systems to Atlantic Broadband Finance, LLC and WaveDivision
Holdings, LLC.

During the first quarter of 2004, Charter continued its increased
marketing efforts to stabilize its analog video customer base and
to accelerate advanced service penetration, specifically in high-
speed data. As a result, the Company generated a net increase of
186,900 RGUs, or 2%, during the first quarter of 2004 to end the
quarter with 10,528,700 RGUs. The increase in RGUs was driven by a
net gain of 125,200 residential high-speed data and 68,800 digital
video customers during the quarter, and was partially offset by a
net loss of 8,500 analog video customers. As of March 31, 2004,
Charter served 6,192,000 analog video, 2,657,400 digital video and
1,653,000 residential high-speed data customers. The Company also
served 26,300 telephony customers, principally in the St. Louis
market, as of March 31, 2004. Charter increased customer
relationships by 28,500 during the first quarter of 2004, driven
by the addition of HSD-only customers.

                  About Charter Communications

Charter Communications, Inc., a broadband communications company,
provides a full range of advanced broadband services to the home,
including cable television on an advanced digital video
programming platform via Charter Digital and Charter High-Speed
Internet Service. Charter also provides business to business
video, data and Internet protocol (IP) solutions through Charter
Business Division. Advertising sales and production services are
sold under the Charter Media brand. More information about Charter
can be found at http://www.charter.com/


CHASE MORTGAGE: Fitch Affirms Low-B Ratings on Two 2002-S8 Classes
------------------------------------------------------------------
Fitch Ratings has upgraded eight and affirmed four classes from
the following Chase Mortgage Finance Trust mortgage pass-through
certificates:

Chase Mortgage Finance Trust, mortgage pass-through certificate,
series 2002-S2

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

Chase Mortgage Finance Trust, mortgage pass-through certificate,
series 2002-S8

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

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


CLEAN HARBORS: Moody's Assigns Low-B/Junk Ratings to Planned Debts  
------------------------------------------------------------------
Moody's Investors Service confirms the previous ratings of Clean
Harbors, Inc. and its subsidiaries. These are:

          --Senior Implied rating of B2;

          --Senior Unsecured Issuer Rating of B3;

          --$100 million guaranteed senior secured revolving
            credit facility maturing in 2005 rated B2;

          --$106 million guaranteed senior secured term loan
            maturing in 2005 rated B2.

Moody's also assigns these prospective ratings to the following
proposed debts:

          --$30 million guaranteed senior secured revolving credit
            facility maturing in 2009, rated (P)B1;

          --$95 million guaranteed senior secured letter of credit
            facility due 2009, rated (P)B2;

          --$150 million guaranteed senior subordinated notes due
            2014, rated (P)Caa1.

The outlook is stable.

According to Moody's, the company's ability to retain its stable
outlook depend on achieving its targeted cash from operations and
EBITDA for the second quarter of 2004 and would show a significant
improvement over the low first quarter  results. If the company
does not complete the refinancing of the proposed debt, the
ratings would acquire negative pressure from the company's ability
to comply with covenants of its existing credit facilities.

Existing credit facility ratings will be withdrawn upon completion
of the contemplated refinancing.

Moody's states that the confirmed ratings indicates the company's
minimal free cash flow production, measured as cash from
operations less capex, and pro forma for the transaction; the weak
history of operating earnings and low single digit EBIT return on
assets, not reflecting an ample return justifying the assumption
of substantial deferred cash environmental liabilities from
certain assets acquisition of the Chemical Services Division of
Safety-Kleen Corp. in 2002; a feeble balance sheet with negative
book shareholders equity; and break-even interest coverage
measured as EBIT for the last twelve month period ended March 31,
2004 over pro forma interest expense.

Clean Harbors, Inc., with headquarters in Braintree,
Massachusetts, is one of the largest providers of environmental
services and the largest operator of non-nuclear hazardous waste
treatment facilities in North America. The company services a
diversified customer base of over 30,000 clients. The company,
through its subsidiaries, offers such services as transportation,
storage, disposal and remediation of hazardous waste. Its annual
revenues are approximately $611 million.


CONCENTRA OPERATING: Commences 13% Senior Sub. Debt Tender Offer
----------------------------------------------------------------
Concentra Operating Corporation announced that it has commenced a
cash tender offer and consent solicitation for any and all of its
$1,651,000 aggregate principal amount of outstanding 13% Series A
Senior Subordinated Notes due 2009 (CUSIP No. 20589QAA7) and its
$140,849,000 aggregate principal amount of outstanding 13% Series
B Senior Subordinated Notes due 2009 (CUSIP No. 20589QAC3).

In connection with the Offer, the Company is soliciting consents
to certain proposed amendments to eliminate substantially all of
the restrictive covenants in the indenture governing the Notes and
certain events of default. Holders may not tender their Notes
without delivering consents and may not deliver consents without
tendering their Notes.

Holders who validly tender their Notes by 5:00 p.m., New York City
time, on May 21, 2004, will receive the total consideration of
$1,085.11 per $1,000 principal amount, consisting of (i) the
purchase price of $1,065.11 and (ii) the consent payment of $20.00
per $1,000 principal amount of Notes accepted for purchase.

The Offer is scheduled to expire at 12:00 midnight, New York City
time, on June 7, 2004, unless extended. Holders who validly tender
their Notes after the Consent Time and prior to the Expiration
Time will receive only the purchase price of $1,065.11 per $1,000
principal amount of Notes accepted for purchase.

Holders who validly tender their Notes prior to the Expiration
Time will receive the applicable payment promptly after the
Expiration Time. All holders whose Notes are accepted for payment
will also receive accrued and unpaid interest up to, but not
including, the date of payment for the Notes.

The Offer is subject to the satisfaction of certain conditions,
including the Company's receipt of tenders of Notes representing
at least a majority in principal amount of the outstanding Notes
and completion of a concurrently announced private offering of
senior subordinated notes and amendment to the Company's Senior
Credit Agreement to increase the term loans incurred thereunder. A
portion of the proceeds of these financings, together with
available cash, will be used to finance the Offer. The terms of
the Offer will be described in the Company's Offer to Purchase and
Consent Solicitation Statement to be dated May 10, 2004, copies of
which may be obtained from MacKenzie Partners, Inc., the
information agent for the Offer, at (212) 929-5500.

The Company has engaged Credit Suisse First Boston LLC to act as
dealer manager and solicitation agent in connection with the
Offer. Questions regarding the Offer may be directed to Credit
Suisse First Boston at (800) 820-1653 (US toll-free) and (212)
538-4807 (collect).

                       About Concentra

Concentra Operating Corporation (S&P, B+ Corporate Credit Rating,
Negative), headquartered in Addison, Texas, the successor to and a
wholly owned subsidiary of Concentra Inc., provides services
designed to contain healthcare and disability costs and serves the
occupational, auto and group healthcare markets.


CONGOLEUM CORP: First Quarter 2004 Net Loss Narrows to $400,000
---------------------------------------------------------------
Congoleum Corporation (AMEX:CGM) reported its financial results
for the first quarter ended March 31, 2004.

Sales for the three months ended March 31, 2004 were $52 million,
compared with sales of $53.6 million reported in the first quarter
of 2003, a decrease of 3.0%. The net loss for the quarter was $0.4
million versus a net loss of $2.6 million in the first quarter of
2003. The net loss per share was $.05 in the first quarter of 2004
compared with $.31 per share in the first quarter of 2003.

Roger S. Marcus, Chairman of the Board, commented "Despite a slow
start, our first quarter bottom-line performance was the best it
has been in five years thanks to the expenses we eliminated last
year, and would have been even better if our largest distributor
had not reduced its inventory by $2 million in the quarter. We are
very encouraged by our sales in March and April, which indicate
business is picking up momentum. With both factory and distributor
stocks at relatively low levels, we stand to benefit from
inventory rebuilding as well as improvements in underlying retail
demand."

Mr. Marcus continued, "We are also looking forward to introducing
a major new sheet product in the third quarter of this year that
we expect to generate considerable excitement at retail. Although
the development and introduction costs will limit the profit
contribution this year, we hope to see significant benefit in 2005
and beyond. Our 2004 results will depend on whether the recent
business acceleration continues. If it does, we could have a good
year, but even if it does not, the cost reduction steps taken in
2003 should enable us to perform much better in 2004, even with
the increases in raw material costs that we have started to see."

"Turning to our Chapter 11 case, we are very pleased with the
progress that has been made to date and are optimistic about the
outcome of important decisions to be made by the court in the near
future. We remain committed to our goal of completing the
reorganization in 2004."

Headquartered in Mercerville, New Jersey, Congoleum Corporation --
http://www.congoluem.com-- manufactures and sells resilient sheet  
and tile floor covering products with a wide variety of product
features, designs and colors. The Company filed for chapter 11
protection on December 31, 2003 (Bankr. N.J. Case No. 03-51524).
Domenic Pacitti, Esq., at Saul Ewing, LLP represent the Debtors in
their restructuring efforts. When the Company filed for protection
from its creditors, it listed $187,126,000 in total assets and
$205,940,000 in total debts.


COVANTA ENERGY: Two Covanta Equity Debtors Change Corporate Names
-----------------------------------------------------------------
James L. Bromley, Esq., at Cleary, Gottlieb, Steen & Hamilton, in
New York, notifies the Court that Debtor Covanta Equity of
Stanislaus, Inc., amended its articles of incorporation to change
its corporate name to Covanta Warren Holdings I, Inc.  The
amendment took effect on March 18, 2004.

Debtor Covanta Equity of Alexandria/Arlington, Inc., also amended
its articles of incorporation on March 19, 2004 to change its
corporate name to Covanta Warren Holdings II, Inc.

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)   


CRYOLIFE INC: Records $7 Million Net Loss in First Quarter 2004
---------------------------------------------------------------
CryoLife, Inc. (NYSE: CRY), a bio-surgical device and human tissue
processing company, reported financial results for the first
quarter of 2004.

Revenues for the first quarter of 2004 were $15.1 million, an
increase of 18% compared to the fourth quarter of 2003. Revenues
for the first quarter of 2003 were $15.9 million. Net loss for the
first quarter of 2004 was $7.0 million compared to a net loss of
$7.2 million in the fourth quarter of 2003 and a net loss of
$434,000 in the first quarter of 2003. On a fully diluted basis,
the loss per common share for the first quarter of 2004 was $0.32
compared to a net loss per share of $0.37 in the fourth quarter of
2003 and a net loss per share of $0.02 in the first quarter of
2003.

BioGlue sales in the first quarter of 2004 increased 11% to $8.6
million compared to $7.8 million in the fourth quarter of 2003 and
increased 33% compared to $6.5 million in the first quarter of
2003. BioGlue revenues are expected to increase by 19-26% to
between $33 and $35 million in 2004 from $27.8 million in 2003.
Projected BioGlue revenue for the second quarter is $8.5-$9.0
million.

BioGlue can be distributed in 50 countries. Surgeons in the U.S.
are utilizing it as an adjunct to standard methods, such as
sutures and staples, to control bleeding in open surgical repair
of large vessels. It is being used in the European community in
the surgical repair of soft tissues, such as vascular, cardiac,
lung, and gastrointestinal as well as dura sealing for use in
brain and spinal surgery. "International BioGlue sales growth of
24% in the first quarter of 2004 compared to the first quarter of
2003 was driven by the U.K. direct sales representatives, strong
distribution support throughout Europe, increased usage of BioGlue
in the core applications of cardiac and large vascular surgery,
and expanded usage in neurologic, pulmonary, and general surgery,"
said Steven G. Anderson, President and CEO.

"Recently, there have been several presentations and publications,
both in the U.S. and abroad, describing the use of BioGlue for
various surgical indications. This positive data has been an
important factor driving BioGlue sales growth," said Mr. Anderson.

Tissue processing revenues including cardiac, vascular, and
orthopaedic tissue, increased 26% to $6.2 million in the first
quarter of 2004 compared to $4.9 million in the fourth quarter of
2003. Total tissue processing revenues are expected to increase by
4-10% to between $32 and $34 million in 2004 from $30.8 million in
2003. Projected tissue processing revenue for the second quarter
is $6.7-$7.5 million.

Cardiac tissue processing revenues were $3.4 million in the first
quarter of 2004, compared to $2.8 million in the fourth quarter of
2003. Vascular tissue processing revenues were $2.5 million in the
first quarter of 2004 compared to $2.0 million in the fourth
quarter of 2003. Orthopaedic revenues were $309,000 in the first
quarter of 2004 compared to $166,000 in the fourth quarter of
2003.

Total tissue processing and product revenues are projected to be
between $15.3 and $16.6 million in the second quarter of 2004, up
from $15.1 million for the first quarter of 2004. Total tissue
processing and product revenues are expected to increase 12-19% to
$66-$70 million for the full year 2004.

General, administrative, and marketing expenses are expected to be
approximately $42-$46 million in 2004, while research and
development expenses are expected to be approximately $4 million
in 2004. For the second quarter of 2004, the Company expects
general, administrative, and marketing expenses of approximately
$10-$11 million, and expects research and development expenses to
be approximately $1 million.

Separately, the Company noted that in connection with its form S-3
filing, the Securities and Exchange Commission (SEC) has conducted
a review of the Company's 10-K and 10-Q's. As a result of this
review, the Company is addressing with the SEC the accounting
treatment for its product liability cases. The Company believes
that the results of the review will not change its previously
reported operating results. The Company's Form 10-Q will be
delayed in order to allow the Company time to complete its
communications with the SEC regarding its review.

Since the beginning of 2003 the Company has settled approximately
30 product liability claims, which has reduced the number of
product liability cases pending against the Company to 10, four of
which are covered by insurance. As of March 31, 2004, the Company
had approximately $25.4 million in aggregate cash, cash
equivalents, and marketable securities. Additionally, the Company
expects to receive tax refunds of approximately $2.4 million in
the second half of 2004.

Founded in 1984, CryoLife, Inc. is a leader in the processing and
distribution of implantable living human tissues for use in
cardiovascular and vascular surgeries throughout the United States
and Canada. The Company's BioGlue Surgical Adhesive is FDA
approved as an adjunct to sutures and staples for use in adult
patients in open surgical repair of large vessels and is CE marked
in the European Community and approved in Canada for use in soft
tissue repair and approved in Australia for use in vascular and
pulmonary sealing and repair. The Company also manufactures the
SynerGraft Vascular Graft, which is CE marked for distribution
within the European Community.

                        *   *   *

                  Liquidity and Capital Resources

In its Form 10-K For the fiscal year ended December 31, 2003 filed
with the Securities & Exchange Commission, Cryolife, Inc., states:

The Company expects that its operations will continue to generate
negative cash flows over the next twelve months due to

   -- The anticipated lower preservation revenues as compared to
      preservation revenues prior to the FDA Order, subsequent FDA
      activity, and related events,

   -- The increase in cost of human tissue preservation services
      as a percent of revenue as a result of lower tissue
      processing volumes and changes in processing methods,  

   -- An expected use of cash related to the defense and
      resolution of lawsuits, and  

   -- The legal and professional costs related to its ongoing FDA
      compliance.  

The Company has obtained additional equity financing subsequent to
December 31, 2003, and management believes that this funding
coupled with anticipated revenue generation, expense management,
tax refunds expected to be approximately $2.4 million, and the
Company's existing cash and marketable securities will enable the
Company to meet its liquidity needs through at least December 31,
2004.

The Company's long term liquidity and capital requirements will
depend upon numerous factors, including

   -- The Company's ability to return to the level of demand for
      its tissue services that existed prior to the FDA Order,  

   -- The Company's ability to reestablish sufficient margins on
      its tissue preservation services in the face of increased
      processing costs,  

   -- The Company's spending levels on its research and
      development activities, including research studies, to
      develop and support its product pipeline,  

   -- The outcome of litigation against the Company, and  

   -- The amount and the timing of the resolution of the remaining
      outstanding product liability claims.  

The Company may require additional financing or seek to raise
additional funds through bank facilities, debt or equity
offerings, or other sources of capital to meet liquidity and
capital requirements beyond December 31, 2004. Additional funds
may not be available when needed or on terms acceptable to the
Company, which could have a material adverse effect on the
Company's business, financial condition, results of operations,
and cash flows.

At December 31, 2003 the Company had $5.5 million remaining in an
accrual for the estimated expense of resolving the remaining
outstanding product liability claims in excess of insurance
coverage. The $5.5 million accrual is an estimate of the costs
required to resolve outstanding claims, and does not reflect
actual settlement arrangements or judgments, including punitive
damages, which may be assessed by the courts. The $5.5 million
accrual is not a cash reserve. The timing of actual future
payments related to the accrual is dependent on when and if
judgments are rendered, and/or settlements are reached. Should
payments related to the accrual be required, these monies would
have to be paid from liquid assets. The Company continues to
attempt to reach settlements of these outstanding claims in order
to minimize the potential cash payout.

If the Company is unable to settle the outstanding claims for
amounts within its ability to pay or one or more of the product
liability lawsuits in which the Company is a defendant should be
tried with a substantial verdict rendered in favor of the
plaintiff(s), such verdict(s) could exceed the Company's liquid
assets. There is a possibility that significant punitive damages
could be assessed in one or more lawsuits which would have to be
paid out of the liquid assets of the Company, if available.


CWMBS INC: Fitch Takes Various Rating Actions on 6 Securitizations
------------------------------------------------------------------
Fitch takes rating actions on the following CWMBS (IndyMac) Inc.'s
mortgage pass-through certificates:

CWMBS (IndyMac) mortgage pass-through certificates, series 1995-C:

               --Class B1 affirmed at 'AAA';
               --Class B2 affirmed at 'AAA';
               --Class B3 affirmed at 'A';
               --Class B4 downgraded to 'B' from 'BB' and removed
                 from Rating Watch Negative;
               --Class B5 remains at 'CCC'.

CWMBS (IndyMac) mortgage pass-through certificates, series 1995-K
A1:

               --Class A-1 affirmed at 'AA';
               --Class B1A affirmed at 'A';
               --Class B1B affirmed at 'BBB';
               --Class B1C affirmed at 'BB' and removed from
                 Rating Watch Negative;
               --Class B1D downgraded to 'C' from 'CCC'.

CWMBS (IndyMac) mortgage pass-through certificates, series 1995-K
A2:

               --Class B2B affirmed at 'A';
               --Class B2C affirmed at 'BBB';
               --Class B2D affirmed at 'BB' and removed from
                 Rating Watch Negative;
               --Class B2E remains at 'CCC'.

CWMBS (IndyMac) mortgage pass-through certificates, series 1995-K
A3:

               --Class B3A affirmed at 'A';
               --Class B3B affirmed at 'BBB';
               --Class B3C affirmed at 'BB' and removed from
                 Rating Watch Negative.

CWMBS (IndyMac) mortgage pass-through certificates, series 1995-K
A4:

               --Class B4A affirmed at 'A';
               --Class B4B affirmed at 'BBB';
               --Class B4C affirmed at 'BB' and removed from
                 Rating Watch Negative;
               --Class B4D remains at 'CCC'.

CWMBS (IndyMac) 2000-E (RAST 2000-A5) mortgage pass-through
certificates, series 2000-E:

               --Class A, CB affirmed at 'AAA';
               --Class B1 affirmed at 'AAA';
               --Class B2 affirmed at 'A';
               --Class B3 affirmed at 'BBB' and removed from
                 Rating Watch;
               --Class B4 remains at 'CCC';
               --Class B5 remains at 'C'.

These actions are taken due to the level of losses incurred and
the high delinquencies in relation to the applicable credit
support levels as of the April 25, 2004 distribution.


DII INDUSTRIES: Expecting Plan Confirmation Order by Summer's End
-----------------------------------------------------------------
Halliburton (NYSE: HAL) announced that the bankruptcy court
completed hearings on confirmation of DII Industries' proposed
plan of reorganization. The company expects that the necessary
bankruptcy court and district court orders confirming DII
Industries' proposed plan of reorganization will be entered by the
end of the summer 2004. Consistent with earlier rulings, the
bankruptcy court announced it intends to issue a final order
denying standing to the insurance carriers' objections to
confirmation of DII Industries' proposed plan of reorganization,
other than relating to insurance neutrality. Certain insurers have
reserved the right to appeal the final order denying standing. The
appeals will be withdrawn if all of the company's insurance
settlements, including those discussed below, become effective.

Halliburton announced that DII Industries has entered into a non-
binding agreement in principle with the leaders of the London
Market insurance companies that, if implemented, would settle
insurance disputes between DII Industries and substantially all
the solvent London Market insurance companies. The agreement in
principle is subject to board of directors' approval of all
parties and agreement by all remaining London Market insurers.

Halliburton also announced that DII Industries expects to shortly
enter into a non-binding agreement in principle with its solvent
domestic insurance carriers that, if implemented, would settle
remaining insurance disputes with those carriers. The agreement in
principle would be subject to board of directors' approval of all
parties, agreement by Federal-Mogul Products, Inc. and approval by
the Federal-Mogul bankruptcy court.

Halliburton expects that, if implemented, these and previously
announced proposed insurance settlements would result in the
receipt of an aggregate of approximately $1.6 billion in cash
(with a present value of $1.4 billion) for all DII Industries'
insurance receivables. Of this amount, Halliburton expects to
collect over $1 billion by the middle of 2006. These proposed
settlements are subject to numerous conditions, including the
conditions of the previously announced Equitas settlement, which
include the condition that Congress does not pass national
asbestos litigation reform legislation before January 5, 2005.
Although Halliburton and DII Industries are working toward
implementation of these proposed settlements, there can be no
assurance that the transactions contemplated by these agreements
in principle can be completed on the terms announced.

"I am pleased that we have reached these significant milestones
toward resolving our asbestos liability," said Dave Lesar,
chairman, president and chief executive officer of Halliburton.
"These insurance settlements, if consummated, will resolve
disputes between us and our carriers, forestall further appeals,
and allow the bankruptcy proceedings to be completed
expeditiously."

                     About Halliburton

Halliburton, founded in 1919, is one of the world's largest
providers of products and services to the petroleum and energy
industries. The company serves its customers with a broad range of
products and services through its Energy Services and Engineering
and Construction Groups. The company's World Wide Web site can be
accessed at http://www.halliburton.com/


EXIDE TECH: Pursues Preferential Transfers Against 123 Creditors
----------------------------------------------------------------
Exide Technologies commenced adversary complaints to recover
preferential transfers against 123 parties, including:

      Creditor                       Amount of Transfer
      --------                       ------------------
      A.B. Plastics, Inc.                 $206,716
      Alliance Energy Services, LLC        103,142
      Brentwood Industries, Inc.           186,434
      Burrows Paper Corporation            121,668
      Cabot Corporation                     74,400
      Calico Precision Molding, LLC         74,084
      Carlson Tool & Mfg. Corporation      336,031
      Chroma Corporation                   183,177
      CopperFab, Inc.                      424,466
      Crosstex Energy Services GP, LLC     334,540
      The Electric Materials Company       114,056
      Environmental Management Services     69,114
      Ferro Magnetics Corporation        1,700,392
      Finova Capital Corporation           457,034
      Floor Graphics, Inc.                 114,554
      General Chemical Group, Inc.          97,307
      Grand Rapids Label Company         1,794,897
      Hardigg Industries, Inc.           1,192,105
      Helgesen Industries, Inc.             96,286
      Hindle Power, Inc.                   156,088
      Industrial Crating, Inc.             415,068
      JDI Associates, Inc.                 817,056
      Kelly Services, Inc.                  94,401
      Maysteel Holdings, Inc.            1,097,629
      Metal Cladding, Inc.                 383,895
      Midtronics, Inc.                     718,355
      MJD International Limited            108,638
      Norfalco, LLC                        624,416
      Ogletree Deakins                     200,000
      Okabe Co., Inc.                      102,007
      Olson Packaging Services, Inc.       388,777
      PM Fasteners, Inc.                   268,303
      Quarles & Brady, LLP                 286,323
      Republic Contractors, Inc.            90,901
      Richardson Molding, Inc.             539,840
      RMT, Inc.                            519,104
      Seibel Modern Mfg. & Welding       1,334,503
      SQM/400, Inc.                        263,983
      Stalcop, L.P.                         63,839
      Stonhard, L.P.                        76,340
      Ulrich Chemical, Inc.                160,069
      Van Voorst Lumber Company            186,443
      Vopak Logistics Services U.S.A.      151,815
      Winola Industrial, Inc.               72,454
      W.W. Grainger, Inc.                   23,509

James E. O'Neill, Esq., at Pachulski Stang Ziehl Young & Jones,
P.C., in Wilmington, Delaware, tells Judge Carey that 90 days
before Exide filed for Chapter 11 protection, it paid the
Transfers for or on account of antecedent debts.  The Transfers
were made while Exide was insolvent.  As a result, the Transfers
enabled the Creditors to recover more than they would have
received if:

   -- the Transfers had not been made;

   -- Exide's bankruptcy case was a case under Chapter 7 of the
      Bankruptcy Code; and

   -- the Creditors received payment to the extent provided under
      Chapter 11 of the Bankruptcy Code.

Mr. O'Neill asserts that the Transfers constitute an avoidable
preference within the meaning of Section 547 of the Bankruptcy
Code, and should be avoided and set aside as preferential.  In
addition, the Transfers should be returned to Exide's bankruptcy
estate, plus interest.

Pursuant to Section 547(b), a debtor may avoid transfers:

      (i) to or for the benefit of a creditor;

     (ii) for or on account of an antecedent debt owed by the
          debtor before the transfer was made;

    (iii) made while the debtor was insolvent;

     (iv) made on or within 90 days, or in certain circumstances,
          within one year, before the Petition Date; and

      (v) that enable the creditor to receive more in
          satisfaction of its claims than it would receive in a
          Chapter 7 liquidation if the transfers had not been
          made.

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: Amended Plan Provides Debtors' Liquidation Analysis
------------------------------------------------------------------
The Federal-Mogul Corporation Debtors' Liquidation Analysis is a
number of estimates and assumptions regarding liquidation proceeds
that although developed and considered reasonable by management
and its professionals, are inherently subject to significant
business, economic and competitive uncertainties and contingencies
beyond the control of each Debtor and its management.  

A free copy of the liquidation analysis of 49 of the Debtors is
available at:

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

The Debtors state that there are no assurances that the values
reflected in the liquidation analysis would be realized if each
Debtor were, in fact, to undergo a liquidation, and actual
results could vary materially from those shown.  

             Important Considerations and Assumptions

A. Treatment of Individual Debtors

   There are certain claimholders, whose claims are against
   multiple legal entities, specifically the prepetition bank
   claimants, the bond indenture claimants and the asbestos
   claimants.

B. Liquidation of each Debtor

   The Liquidation Analysis was prepared by management with the
   assistance of the Debtors' professionals, and assumes that the
   Debtors' cases would convert to Chapter 7.  It is assumed the
   liquidation would commence 60 days after notifying employees
   of their pending coordination under the W.A.R.N. Act.  It is
   also assumed that the liquidation of each Debtor would
   commence under the direction of a Court-appointed trustee and
   would continue for a period of nine months, during which time
   each Debtor's major assets would either be sold or conveyed to
   the lien holders, and the cash proceeds, net of liquidation-
   related costs, would then be distributed to creditors and
   to shareholders.  The liquidation period would allow for:

      -- the collection of receivables;

      -- the conversion of inventory both on hand, and from
         additional purchases of raw materials into finished
         goods for sale to the Debtors' customers;

      -- the sale of fixed assets; and

      -- the wind-down of daily operations following the
         completion of any remaining production.  

   There can be no assurances that all assets would be completely
   liquidated during this time period.

   In general, the liquidation analysis assumes that the Court
   would permit the Chapter 7 Trustee to operate the applicable
   plants assuming the applicable OEMs fund the necessary wind-
   down costs, if negative, and therefore avoid the potential
   damage claims that would result if each Debtor's plants were
   shut down immediately.

   Management does not believe that the products supplied by the
   Aftermarket business unit are as difficult to replace and thus
   that the customers of this business unit are not as dependent
   on the Debtors as a sole source of supply.  Management also
   believes that, with regards to the business unit, certain
   alternative sources of supply exist for its product and that
   the sources, while costly to switch to on an expedited basis,
   could be available within a 30-day time frame.  As a result,
   management estimates that customers of these business units
   would be incentivized to purchase each Debtor's remaining
   production in process but would not require supply beyond that
   currently forecasted at the time the liquidation would
   commence.

   The Liquidation Analysis was prepared based on a review of    
   each Debtor's assets, and estimates of hypothetical
   liquidation values were determined primarily by assessing
   classes of assets.  For the preparation of the analysis, the
   Debtors did not retain third party experts to value individual
   assets.

   The Liquidation Analysis necessarily contains an estimate of
   the amount of Claims that will ultimately become Allowed
   Claims.  Estimates for various classes of Claims are based
   solely on each Debtor's continuing review of the Claims filed
   in these Chapter 11 Cases and the Company's books and records.  
   The Court has entered no order or finding, estimating or
   fixing the amount of Claims at the projected levels set in the
   Liquidation Analysis.  In preparing the Liquidation Analysis,
   each Debtor has projected amounts of Claims that are
   consistent with the estimated Claims reflected in the Plan
   with certain modifications.

   The Liquidation Analysis assumes that there are no proceeds
   from recoveries of any potential preferences, fraudulent
   conveyances, or other causes of action on behalf of the
   Debtors' estates.

C. Treatment of the Non-debtor Subsidiaries

   Due to the integrated nature of the company's operations,
   management believes that the remaining non-debtor assets would
   also have to be disposed of if the Debtors were to liquidate.
   Management believes that the remaining non-debtor assets,
   specifically those located outside of North America, have
   greater value as a going concern than in an orderly wind-down.  
   Thus, the Liquidation Analysis assumes the remaining non-
   debtor assets are sold on a going concern basis.  

D. Execution Risk of a Liquidation

   A liquidation of Federal-Mogul would be large and complex.    
   The Debtors and their non-debtor affiliates' assets include
   significant manufacturing assets, which utilize proprietary
   technology and are strategically placed worldwide to create an
   integrated product sourcing matrix.  The assets are located
   throughout the world and would be subject to the laws of
   numerous foreign jurisdictions and numerous states within the
   United States.  Given the complexity of the undertaking, the
   Debtors believe that a significant execution risk exists if
   liquidation were actually pursued.  

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 COS: EFlow Trust Presses For $526,202 Lease & Tax Payment
-----------------------------------------------------------------
On May 2, 2002, Brookshire Grocery Company and Cypress F. C.
Mesquite, L.P., signed a contract for Brookshire's sale of a
parcel of commercial realty located on North Beltline Road, in
Mesquite, Texas.  That same day, Cypress, as lessor, and Debtor
Richmar Foods, Inc., as lessee, signed a commercial lease for the
property.  Richmar's performance under the lease was guaranteed
by Fleming Companies, Inc.  The term of the lease is 15 years,
and the annual rent due is $476,327, or $39,693.91 per month.  
The lease requires that Richmar pay all taxes on the property.

On August 16, 2002, Cypress conveyed title to the property to
EFlow Investment Trust and assigned all its rights as lessor to
EFlow.  In July 2003, Fleming obtained authority to reject the
lease.  However, due to various defects in the attachments, the
lease has not been "effectively" rejected.

EFlow sought to locate a replacement tenant and obtained the
interest of a local church.  As of July 4, 2003, the Debtors
represented to EFlow that they had vacated the property.  On
August 22, 2003, Reverend Turner, on behalf of the local church,
visited the property and found that the Debtors had not
completely vacated the property as of that date.

EFlow has received no information from the Debtors since that
time that they have completed vacation of the property.  
Moreover, as it appears that the lease has not been effectively
rejected, EFlow has been prohibited from entering into a
replacement lease or selling the property to the church.

The Debtors have not paid EFlow the base rent due under the lease
for the periods from and including August 2003 through April
2004, and, therefore, owe EFlow $357,245.11.  The Debtors also
owe EFlow $141,447.88 for 2003 real estate taxes paid by EFlow to
the Dallas Central Appraisal District on account of the property.  
The Debtors are also responsible for the maintenance and other
costs totaling $3,074.14, and for prejudgment interest,
attorney's fees, and costs of collection.  In sum, the Debtors
owe $526,201.92 to EFlow as administrative claim.

Against this backdrop, EFlow asks the Court to force Fleming to
pay the amounts due.  The Debtors have refused to pay its
administrative claim.

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)


GROUPE BOCENOR: Banking Syndicate Agrees to Forbear Until May 31
----------------------------------------------------------------
Groupe Bocenor Inc. (ticker symbol: GBO/TSX) announces that the
deadline to close the agreement Bocenor signed with its banking
syndicate for settlement of its indebtedness has been extended to
Monday, May 31, 2004, at noon. The original deadline was Monday,
May 10, 2004. This extension has been accepted by the banking
syndicate.

Bocenor will continue to operate in the normal course with the
continued support of the banking syndicate pursuant to the terms
of the agreement. Bocenor continues to actively focus on
completing alternative financing arrangements to repay the banking
syndicate under the agreement and to finance a capital expenditure
program necessary to expand capacity, improve customer service and
enhance profitability.

GROUPE BOCENOR is a manufacturer and distributor of a complete
line of windows and doors. The company sells its products in
Quebec, the Maritimes, Ontario and U.S.A, under the Bonneville
Windows and Doors and Polar Windows and Doors trade marks. The
Multiver division manufactures sealed units and commercial glass.


HAYES LEMMERZ: Laurie Siegel Joins Board of Directors
-----------------------------------------------------
Hayes Lemmerz International, Inc. (Nasdaq: HAYZ) announced the
appointment of Laurie Siegel to its Board of Directors.

Ms. Siegel joined Tyco International Ltd. in January 2003 as
Senior Vice President, Human Resources.  Ms. Siegel was previously
at Honeywell International, where she spent eight years in various
roles, most recently as Vice President, Human Resources, Specialty
Materials.  Ms. Siegel also served at Honeywell as the Vice
President, Human Resources, Aerospace Services; Vice President,
Human Resources Services; and Director, Compensation.  Prior to
joining Honeywell, Ms. Siegel was also Director, Global
Compensation at Avon Products and a Principal at Strategic
Compensation Associates.

Ms. Siegel graduated from the University of Michigan with a
Bachelor of General Studies and received a Master's of Business
Administration and a Master's in City Planning from Harvard
University.

"Laurie's broad business knowledge, deep HR background, and
extensive experience in benchmark companies will be valuable
assets to Hayes Lemmerz and its Board.  We are very happy that she
has joined the team," said Curtis Clawson, Chairman and Chief
Executive Officer.

Hayes Lemmerz International, Inc. is a leading global supplier of
automotive and commercial highway wheels, brakes, powertrain,
suspension, structural and other lightweight components.  The
Company has 44 plants and approximately 11,000 employees
worldwide. (Hayes Lemmerz Bankruptcy News, Issue No. 48;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


HERCULES INC: Files Revised First Quarter Report on Form 10-Q
-------------------------------------------------------------
Hercules Incorporated (NYSE:HPC) filed its quarterly report on
Form 10-Q for the first quarter ended March 31, 2004, and reported
net income of $26 million, or $0.24 per diluted share. In filing
its Form 10-Q, Hercules revised its previously announced first
quarter 2004 earnings to reflect an additional after-tax charge of
approximately $2 million, of $0.02 per diluted share, to reserve
for potentially uncollectible accounts receivable as a result of
the April 30, 2004 bankruptcy filing of a division of a French
paper customer.

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

                           *   *   *

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

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

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

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


IESI CORP: March 31, 2004 Balance Sheet Upside-Down by $75 Million
------------------------------------------------------------------
IESI Corporation reported that revenue for the three months ended
March 31, 2004 increased 33.7% to $74.1 million, as compared with
revenue of $55.4 million for the corresponding three-month period
in 2003. Income from operations for the three months ended March
31, 2004 increased 87.5% to $6.4 million, as compared with income
from operations of $3.4 million for the corresponding three-month
period in 2003. Net loss for the three months ended March 31, 2004
was $(1.2) million, as compared with a loss before cumulative
effect of change in accounting principle of $(501,000) for the
corresponding period in 2003.

"We are pleased with the pricing improvement and resulting
internal growth we experienced during the first quarter of 2004,"
said Mickey Flood, CEO and President of IESI Corporation. "Had it
not been for the inclement weather conditions in our Northeast
Region which reduced our landfill disposal volumes, our internal
growth and income from operations would have been even stronger."

At March 31, 2004, IESI Corporation's balance sheet shows a total
stockholders' equity deficit of $75,312,396 compared to a deficit
of $65,750,666 at December 31, 2003

                          About IESI             

The Company is one of the leading regional, non-hazardous solid
waste management companies in the United States. The Company
provides collection, transfer, disposal and recycling services to
283 communities, including more than 560,000 residential and
56,000 commercial and industrial customers, in nine states.


INTERMET: S&P Cuts Corporate & Senior Secured Debt Ratings to B+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured bank loan credit ratings on Troy,
Michigan-based Intermet Corp. to 'B+' from 'BB-'. At the same
time, Standard & Poor's lowered its senior unsecured debt rating
on Intermet to 'B' from 'B+'. The outlook is negative. The casting
company's total outstanding debt is about $387 million (including
the present value of operating leases) as of March 31, 2004.

"The downgrade reflects concern over Intermet's increased
financial leverage as a result of rises in raw material prices and
surcharges that have not yet been collected," said Standard &
Poor's credit analyst Heather Henyon. "The ratings could be
lowered if Intermet is unable to offset the raw material pricing
increase through surcharge recovery, if end-markets deteriorate,
or if cash flow generation weakens."

Total debt (adjusted for $50 million excess cash) to EBITDA
increased to 5.1x as of March 31, 2004, exceeding Standard &
Poor's previous expectations of total debt to EBITDA in the 3x-
3.5x range. Included in total debt outstanding is $35 million in
letters of credit, which are supported by restricted cash in the
same amount on the balance sheet.

Intermet has experienced recent poor financial performance
resulting from high exposure to the cyclical automotive industry
and associated pricing pressures. Pricing pressure has been
intense as the automakers struggle to improve their own
profitability. In addition, profit margins are being affected by
the increased cost of scrap steel, which almost doubled during
2003. To preserve cash flow, Intermet has reduced capital
spending, including maintenance capital expenditures. Intermet
expects increased capital spending needs as it opens a new plant
in Mexico, explores expansion to new markets, launches new
technologies, and continues to invest in existing facilities.

Intermet is a casting company that produces ferrous and nonferrous
light-vehicle and industrial components. Capabilities include
advanced design, engineering, casting, machining, and subassembly,
primarily for automotive manufacturers in North America.


INT'L RESOURCE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: International Resource Recovery, Inc.
        91-165 Kalaeloa Boulevard, Suite #6
        Kapolei, Hawaii 96707

Bankruptcy Case No.: 04-01059

Chapter 11 Petition Date: April 22, 2004

Court: District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtors' Counsel: Chuck C. Choi, Esq.
                  Wagner Choi & Evers
                  745 Fort Street, Suite 1900
                  Honolulu, HI 96813
                  Tel: 808-533-1877
                  Fax: 808-566-6900

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
City & County of Honolulu                  $473,314
Div. of Treas.-Refuse City Hall
530 S. King Street
Honolulu, HI 96813

Horizon Waste Service of Hi                $400,000
c/o Ronald V. Grant, Esq.
900 Fort St., Ste 1800
Honolulu, HI 96813

Tesoro                                      $20,306

David K. Trotter                            $14,725

SBC Services, Inc.                          $13,742

AMREP                                        $7,448

Nextel Partners                              $6,570

Amer. Diesel Power Systems, Inc.             $5,792

A2B Hawaii Truck Supply Depot                $5,554

MG Rentals                                   $2,900

D & M Hydraulic                              $1,950

A-1 Forklift                                 $1,758

A's Trucking & Equipment, Inc.               $1,562

Norman Cravens Consulting                    $1,500

Waste Management                             $1,473

Francisco Gomez, Inc.                        $1,320

Micro Mobile Waste Management                $1,280

Florida U.C. Fund                            $1,226

PVT Land Company, Ltd.                       $1,149

Nextel Communications                        $1,142


LEJUERRNE DEVT: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: LeJuerrne Development Corporation
        dba Super C Convenience Store
        P.O. Box 643
        Wellington, Kansas 67152

Bankruptcy Case No.: 04-12218

Type of Business: The Debtor operates a convenience store with
                  a retail gas sales, restaurant and multiple
                  car wash facility.

Chapter 11 Petition Date: April 26, 2004

Court: District of Kansas (Wichita)

Judge: Robert E. Nugent

Debtors' Counsel: D. Michael Case, Esq.
                  Case, Moses, Zimmerman & Wilson, P.A.
                  400 Commerce Bank
                  150 North Main
                  Wichita, KS 67202-1321
                  Tel: 316-303-0100

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 12 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Winans Oil, Inc.                           $416,888
P.O. Box 445
Dodge City, KS 67801

Summer County Treasurer                     $30,818

Coca Cola Bottling Co.                       $2,604

Internal Revenue Service                     $2,391

Rays Petroleum Equipment                     $1,194

ProCar Wash                                    $807

Kansas Department of Revenue                   $335

Kansas Department of Revenue                   $318

Frito Lay                                      $252

Hiland Dairy                                    $95

Full Service Beverage                           $29

KG&E                                             $2


LES BOUTIQUES: Accepts $15.6M+ Recapitalization Offer by Investors
------------------------------------------------------------------
Les Boutiques San Francisco Incorporees announced that its
Board of Directors has, on unanimous recommendation of the
independent committee of the Board of the Corporation, accepted
the offer of recapitalization and business recovery of the
Corporation and Les Ailes de la Mode Incorporees made by a group
of investors, composed of business people including the
Corporation's founder, Mr. Paul Delage Roberge. Mr. Paul Delage
Roberge and Mrs. Camille Roberge did not attend the meeting of the
Board of Directors during which the decision was made to accept
the recapitalization offer of the Group of Investors.

The offer of recapitalization and business recovery made by the
Group of Investors was the result of a call for offers process
managed by the independent committee of the Corporation's Board
of Directors.  In connection with process, the Corporation
received seven offers from third parties pertaining to
recapitalization of the Corporation and of Les Ailes or to the
purchase of certain assets. For the purpose of its assessment and
recommendation, the independent committee specifically relied on
the opinions of its financial advisers, PricewaterhouseCoopers.
The Board regarded the offer of recapitalization and business
recovery made by the Group of Investors as the best of the seven
offers received for all interested parties, specifically the
creditors of the Corporation and of Les Ailes.

The offer consists in a private offering involving the purchase
of units of the Corporation  (up to one third of the amounts
subscribed) and debentures of the Corporation (up to two thirds
of the amounts subscribed). The total minimum amount of the
offering is $15.4 million.

The unit subscription price will be $0.50 per unit for a total of
$5.1 million.  Each unit will be composed of one Class B
Subordinate Share of the capital of the Corporation (the
Subordinate Shares) and one stock purchase warrant for a
Subordinate Share. Each stock purchase warrant will entitle its
holder to purchase one Subordinate Share at any time within 24
months of the issuance thereof, at an exercise price of $0.60 per
share in the first year and $0.70 per share in the second year.

The $10.3 million in debentures will be for a term of four years
and will be secured by a second-ranking mortgage. They will bear
interest, payable monthly, as of the first month following the
issuance thereof at a per annum rate of 10% calculated monthly.
They will be redeemable at the discretion of the Corporation
after the third anniversary of their issuance and will be
convertible at the discretion of the holder at any time up to
maturity, in whole or in part, into Subordinate Shares at a
conversion price of $0.50 per share.

Under the terms of the offering, and assuming complete conversion
of the debentures, the Corporation will issue a total of
30,880,000 Subordinate Shares representing approximately 71.6% of
all shares issued and outstanding further to implementation of
the private offering (including the Subordinate Shares that make
up the units and the Subordinate Shares underlying the
debentures, but excluding the Subordinate Shares to be issued
further to the exercise of the warrants).  According to the
information received from the Group of Investors, as of the
closing date of the offering, the Group of Investors will control
the Corporation.

The recapitalization offer is also conditional upon an agreement
regarding the Complexe Les Ailes in downtown Montreal being
entered into between the Corporation, Les Ailes and Ivanhoe
Cambridge by May 27, 2004.

The Corporation intends to apply the proceeds of the private
offering to repay the balance of the secured loan granted by the
banking syndicate of Les Ailes and to pay the portion of the
payable dividend to the creditors of the Corporation and of Les
Ailes upon homologation by the Superior Court of Quebec of the
arrangement contemplated by the recapitalization offer pursuant
to the Companies' Creditors Arrangement Act.  The balance will be
used to finance the operations of the Corporation and of Les
Ailes after the closing of the recapitalization offer.

The offer also provides for payment of a total of $15.6 million
to the creditors of the Corporation and of Les Ailes other than
the banking syndicate. This amount will be distributed among the
creditors of both corporations in the proportions and on such
terms and conditions that the Corporation and Les Ailes still
need to establish.  As part of the recapitalization offer, 50% of
the dividend will be payable in cash to the creditors as soon as
possible after the date the recapitalization plan is homologated
by the Court, 25% will be payable in cash on December 30, 2004
and 25% will be payable in cash on July 29, 2005.

The Group of Investors has stated its intention to maintain the
current employees of the Corporation and of Les Ailes in their
positions and to establish and consolidate a management team.

Implementation of the recapitalization offer is subject to the
following: obtaining the consent of the respective creditors of
the Corporation and of Les Ailes; homologation by the Court of
the arrangement plan contemplated by the recapitalization offer
pursuant to the Companies' Creditors Arrangement Act; the signing
of the final documents and the other usual terms and the
obtaining of all requisite consents and approvals from the
relevant regulatory authorities and self-regulatory bodies as
well as all approvals required pursuant to the contractual
obligations of the Corporation and of Les Ailes. The Corporation
must obtain all necessary approvals by July 30, 2004.

The Corporation has agreed not to solicit any competing proposals
to the recapitalization offer. Under certain circumstances an
amount of $500,000 may be payable to the Group of Investors as a
"compensation".

All details pertaining to the terms and conditions of the
recapitalization offer will be set forth in the arrangement plan
that the Corporation and Les Ailes plan to file with the Court by
the end of May, 2004.

On December 17, 2003 the Corporation obtained an initial order
under the Companies' Creditors Arrangement Act, which order has
since been extended to Friday, May 21, 2004.

As part of its restructuring process, the Corporation has sold
its Boutiques San Francisco as well as two lingerie boutiques,
Victoire Delage and Moments Intimes. The Corporation still
operates four Les Ailes de la Mode stores and a network of
bathing suit stores operating under the banners Bikini Village
and San Francisco Maillots.  


LES BOUTIQUES: Founder Paul Roberge Comments on Recapitalization
----------------------------------------------------------------
"I am very pleased that the Board of Directors of Les Boutiques
San Francisco Incorporees has agreed to the recapitalization offer
submitted by the group of business people whom I have brought
together for this purpose. If it is accepted by the creditors and
approved by Superior Court, this offer will enable the Company to
continue its activities and to envisage a new phase of
development focused on two divisions, the Les Ailes de la Mode
stores and the specialized swimsuit boutiques, Bikini Village and
San Francisco Maillots."

This was the reaction of Mr. Paul Delage Roberge, founder
of Les Boutiques San Francisco Incorporees, following the
decision by the Company's Board of Directors to accept the
recapitalization offer presented by a group of Quebec-based
investors.

Mr. Roberge will make no other comments until the Company
presents all of the details of the recapitalization offer to the
Court between now and the end of May.

Les Boutiques San Francisco Incorporees operates 137 stores in
Quebec, Ontario, British Columbia and Alberta under five banners
and targeting as many market segments. The Corporation also
operates a chain of four Les Ailes de La Mode specialty department
stores.

On December 17, 2003 the Corporation obtained an initial order
under the Companies' Creditors Arrangement Act, which order has
since been extended to Friday, May 21, 2004.

As part of its restructuring process, the Corporation has sold
its Boutiques San Francisco as well as two lingerie boutiques,
Victoire Delage and Moments Intimes. The Corporation still
operates four Les Ailes de la Mode stores and a network of
bathing suit stores operating under the banners Bikini Village
and San Francisco Maillots.  


LIBERATE TECHNOLOGIES: Delaware Claims Serves as Claims Agent
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
stamp of approval to Liberate Technologies' appointment of
Delaware Claims Agency, LLC as its claims agent in the company's
chapter 11 restructuring proceeding.

As Claims Administrator, the Debtor expects Delaware Claims to:

   a. establish an address to which all proofs of claim should
      be directed for filing, which address will be:

            Delaware Claims Agency, LLC
            P.O. Box 515
            Wilmington, DE 19899;

   b. relieve the Clerk's Office of its responsibility for all
      noticing required under any applicable rule of bankruptcy
      procedure relating to the institution of a claims bar date
      and the processing of claims;

   c. at any time, upon request, satisfy the Court that DCA has
      the capability to notice, docket and maintain proofs of
      claims efficiently and effectively;

   d. furnish a notice of bar date approved by the Court for the
      filing of a proof of claim and a form for filing a proof
      of claim to each creditor notified of the filing;

   e. furnish service to creditors of any required notices,
      including notice of the meeting of creditors and notice of
      the time fixed for filing proofs of claim;

   f. file with the Clerk's Office a certificate of service, as
      soon as practicable after each service, which includes a
      copy of the notice served, a list of persons to whom it
      was mailed and the date such notice was mailed;

   g. receive, docket, maintain, photocopy, and transmit all
      proofs of claim filed;

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

   i. be open to the public for' examination of the original
      proofs of claim without charge during regular, business
      hours;

   j. make all original documents available to the Clerk's
      Office on an expedited, immediate basis;

   k. maintain a proof of claim docket in sequential order,
      which specifies:

        (i) the claim number,

       (ii) the date the proof of claim was received,

      (iii) the name and address of the claimant and the agent,
            if any, that filed the proof of claim,

       (iv) the amount of the claim, and

        (v) the classification(s) of the claim (e.g., secured,
            unsecured priority, unsecured nonpriority);

   l. transmit to the Clerk's Office a copy of the Claims
      Register on a monthly basis, unless requested in writing
      by the Clerk's Office on a more or less frequent basis;

   m. maintain an up-to-date mailing list for all entities that
      have filed a proof of claim, which shall be available upon
      request of a party in interest (as defined in Section
      1109(b) of the Bankruptcy Code) or the Clerk's Office,
      provided that a party in interest other than the Clerk's
      Office may be required to pay a reasonable charge for such
      list;

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

   o. comply with applicable state, municipal and local laws and
      rules, orders, regulations and requirements of federal
      government departments and bureaus; and

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

Joseph L. King, Vice President of Delaware Claims, reports that
the firm will bill the Debtor its current hourly rate of:

         Designation                  Billing Rate
         -----------                  ------------
         Senior Consultant            $130 per hour
         Technical Consultants        $115 per hour
         Associate Consultants        $100 per hour
         Processors and Coordinators  $50 per hour

Headquartered in San Mateo, California, Liberate Technologies
-- http://www.liberate.com/-- is a provider of software and  
services for digital cable systems. The Debtor's software enables
cable operators to run multiple digital applications and services
including interactive programming, high definition television,
video on demand, personal video recorders and games, on multiple
platforms.  The Company filed for chapter 11 protection on April
30, 2004 (Bankr. Del. Case No. 04-11299).  Daniel J. DeFranceschi,
Esq., at Richards, Layton & Finger represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $257,000,000 in total assets and
estimated debts of over $50 million.


LOEWEN: Alderwoods Releases 1st Quarter 2004 Financial Results
--------------------------------------------------------------
Alderwoods Group, Inc. (NASDAQ:AWGI) announced their first quarter
results, representing the 12 weeks ended March 27, 2004.

The Financial Accounting Standards Board has issued Interpretation
No. 46, "Consolidation of Variable Interest Entities".  The
industry and the Alderwoods Group have had discussions with the
Securities Exchange Commission concerning how to apply FIN No. 46R
to trust funds, however, final guidance has not yet been received.  
Until final guidance has been received, the Company has elected
not to provide its consolidated balance sheet and statement of
cash flow.  The Company's results in its press release are not
expected to be impacted by the adoption of FIN No. 46R.

The Company reported total net earnings of $4.8 million, or $0.12
basic and diluted earnings per share for the first quarter of
2004, compared with net income of $6.7 million, or $0.17 basic and
diluted earnings per share, for the 12 weeks ended March 22, 2003.

Net income from continuing operations was $11.4 million, or $0.28
basic and diluted earnings per share for the first quarter of
2004, compared to $14.5 million, or $0.36 basic and diluted
earnings per share for the same quarter last year.

Income before income taxes from continuing operations was $17.4
million in 2004 compared with $5.4 million in 2003, an increase of
$12.0 million.

Highlights of the first quarter from continuing operations
include:

     -- Total revenue increased 7.0% to $179.2 million from
        $167.5 million and revenue grew in all 3 business
        segments;

     -- Funeral services performed for the quarter declined by
        293, or 0.9%;

     -- Average revenue per funeral increased 3.1% to $3,989
        from $3,869;

     -- Insurance revenue increased 49.7%, or $6.1 million for
        the quarter;

     -- Gross margin dollars increased by 9.3% to $34.8 million
        from $31.9 million;

     -- Interest expense in the quarter declined by $12.6
        million, of which $7.2 million was a write-off of
        the unamortized premium on a long-term debt repayment;

     -- Total debt was reduced by $16.6 million in the quarter;

     -- Pre-need funeral contracts written increased 4.3% to
        $40.9 million from $39.3 million; and

     -- Cemetery pre-need contracts increased 15.2% to $18.2
        million from $15.8 million.

"Alderwoods Group has delivered a good quarter with revenue and
gross margin improvement across all three of our business
segments," stated Paul Houston, President and Chief Executive
Officer.  "Although we were disappointed with the 0.9% decline in
the number of funeral services performed in the quarter, we are
pleased with the continued strength in our average revenue per
call.  We are confident that our operating initiatives will help
to drive organic growth and build funeral revenue as we move
forward.  The performance of our cemetery and insurance businesses
is gratifying, and we believe that both are benefiting from the
steps we have taken to improve their results."

"We continued to improve our capital structure through further
debt repayments and the refinancing initiatives which we announced
earlier in the year," said Mr. Houston.  "Our interest costs in
the first quarter have been dramatically reduced as a result of
the refinancing of nearly half of our long-term debt last year,
and we will continue to look at all options available to further
reduce our interest rates going forward."

"Good progress has been made in our operating initiatives and in
growing our pre-need sales.  Our cash flow remains satisfactory.  
Our divestiture program is moving ahead and we continue to believe
that all of our discontinued operations assets will be divested by
the end of 2004," stated Mr. Houston.

                    Refinancing and Debt Reduction

During the first quarter of 2004, the Company's long-term debt was
reduced by $16.6 million.  As at March 27, 2004, long-term debt
outstanding stood at $614.3 million, a reduction of $219.4 million
since the Company emerged on January 2, 2002.  At the end of the
quarter, cash on hand was $35.4 million.  Following the quarter,
on April 21, 2004, the Company repurchased the principal amount of
$9.2 million of the 12.25% Senior unsecured notes, due in 2009, at
a premium of $1.1 million, plus accrued interest.

During the first quarter, the Company announced that three
refinancing initiatives had been completed.  The first initiative
was a new subordinated facility, which was used to fully redeem
the 12.25% convertible notes, due in 2012.  This new facility
matures on March 31, 2005.  The second initiative was an amendment
to the Company's senior secured credit facility, reducing the
interest rate on its term loan by 50 basis points.  The third
initiative was an additional amendment to the senior secured
credit facility allowing the Company to borrow up to $25 million
in term loans, for the purpose of repurchasing a portion of the
12.25% senior notes, due in 2009, or repaying the new subordinated
facility.  These refinancing initiatives are further evidence that
the Company is committed to improving its financial condition and
aggressively managing its balance sheet.

           Discontinued Operations and Assets Held for Sale

Over the previous two fiscal years, Alderwoods Group engaged in a
strategic market assessment to identify operating locations that
did not fit into the Company's market or business strategies.  As
a result of this assessment, a significant number of properties
have been identified as assets held for sale and then subsequently
sold.  The Company continues to move forward with its divestiture
program.  Upon performing further market analysis and receiving
recent bids, the Company reduced its estimated expected proceeds
on the assets held for sale.  As a result, the Company recorded a
$13.0 million provision for impairment within discontinued
operations in the quarter.

Between January 3, 2004, and March 27, 2004, the Company closed
three funeral locations, and sold five funeral and 11 cemetery
locations in North America.  Gross proceeds of these dispositions
were $2.3 million.

As of March 27, 2004, the Company holds for sale 60 funeral homes,
61 cemeteries, four combination properties and its non pre-need
insurance operations.  Once a property is added to the disposal
list, the Company expects to receive a firm purchase commitment
within one year.

The Company now believes that the identification of businesses for
disposal is substantially complete.  However, Alderwoods Group
will continue to evaluate its portfolio of assets, and will, from
time to time, identify a property for disposal, while at the same
time looking at opportunities to add to its business, sites which
are complementary to its existing locations.

          Financial Summary 12 Weeks Ended March 27, 2004

                         Overview

Total net income of $4.8 million for the 12 weeks ended March 27,
2004, decreased by $1.9 million compared to net income of $6.7
million for the 12 weeks ended March 22, 2003.  Basic and diluted
earnings per share were $0.12, for the 12 weeks ended March 27,
2004.  Basic and diluted earnings per share were $0.17 for the 12
weeks ended March 22, 2003.

                     Continuing Operations

Total revenue for the 12 weeks ended March 27, 2004, was $179.2
million compared to $167.5 million for the 12 weeks ended March
22, 2003, an increase of $11.7 million, or 7.0%.  The increase in
total revenue was the result of increases in the revenue of all
business segments, compared to the first quarter of 2003.

Funeral revenue was $124.1 million, representing 69.2% of total
revenue for the 12 weeks ended March 27, 2004, which was up by
$2.6 million compared to $121.5 million, representing 72.5% of
total revenue, for the 12 weeks ended March 22, 2003.  The
increase in funeral revenue was primarily due to an increase in
average funeral revenue per service, which was partially offset by
a decrease in funeral services performed.

For the 12 weeks ended March 27, 2004, funeral services performed
were 31,102, compared to 31,395 funeral services performed in the
12 weeks ended March 22, 2003, down 0.9% compared to the
corresponding period in 2003.  Average funeral revenue per service
was $3,989, for the 12 weeks ended March 27, 2004, a 3.1% increase
per funeral service performed compared to $3,869 for the 12 weeks
ended March 22, 2003.

Funeral gross margin as a percentage of revenue increased slightly
to 23.3% for the 12 weeks ended March 27, 2004, compared to 23.2%
of revenue for the 12 weeks ended March 22, 2003.  The increase in
funeral revenues were offset primarily by increases in cost of
goods sold, compared to the corresponding period in 2003.

Cemetery revenue for the 12 weeks ended March 27, 2004, was $36.7
million, representing 20.5% of total revenue, which was up $3.0
million, or 8.8% compared to $33.7 million, representing 20.1% of
total revenue, for the 12 weeks ended March 22, 2003.  The
increase in cemetery revenue was primarily due to higher
realization of pre-need space and merchandise revenue, and high-
end at-need space and merchandise sales.

Cemetery gross margin as a percentage of revenue was 13.7% of
revenue for the 12 weeks ended March 27, 2004, compared to 9.1% of
revenue for the 12 weeks ended March 22, 2003.  The increase in
the cemetery margin percentage was primarily due to costs
increasing only slightly compared to the revenue increase.

The Company's insurance operations generated revenue of
$18.4 million, representing 10.3% of total revenue for the 12
weeks ended March 27, 2004, compared to revenue of $12.3 million,
representing 7.4% of total revenue for the 12 weeks ended March
22, 2003.  Insurance revenue increased primarily due to higher
premium and investment income.  Insurance gross margin as a
percentage of revenue was 4.9%, and was consistent with the
insurance gross margin percentage of the corresponding period in
2003.

General and administrative expenses totaled $11.7 million for the
12 weeks ended March 27, 2004, representing 6.5% of total revenue,
while for the corresponding period in 2003, general and
administrative expenses totaled $7.2 million, or 4.3% of total
revenue.  General and administrative expenses for the 12 weeks
ended March 22, 2003, were reduced by $5.0 million as a result of
a legal claim settlement.  For the 12 weeks ended March 27, 2004,
interest expense was $6.2 million, a decrease of $12.6 million, or
67.0%, compared to the 12 weeks ended March 22, 2003, primarily
due to the impact of lower effective interest rates, debt
repayments made by the Company and an unamortized premium of $7.2
million which was credited to interest expense as a result of
the early retirement of the 12.25% convertible subordinated notes,
due in 2012.

For the 12 weeks ended March 27, 2004, income before income taxes
from continuing operations was $17.4 million, compared to $5.4
million in 2003, an increase of $12.0 million.

For the 12 weeks ended March 27, 2004, net income tax expense was
$6.0 million, compared to net income tax benefit of $9.1 million
for the 12 weeks ended March 22, 2003.  The income tax benefit for
the 12 weeks ended March 22, 2003 was primarily due to a $9.7
million favorable settlement of a federal income tax audit and a
lower expected rate in 2003.

Net income from continuing operations was $11.4 million, or $0.28
basic and diluted earnings per share for the 12 weeks ended
March 27, 2004, compared to $14.5 million, or $0.36 basic and
diluted earnings per share for the 12 weeks ended March 22, 2003
last year.

Pre-need funeral and cemetery contracts written during the 12
weeks ended March 27, 2004, totaled $40.9 million and $18.2
million, respectively.  For the 12 weeks ended March 22, 2003,
pre-need funeral and cemetery contracts written totaled $39.3
million and $15.8 million, respectively.  The increase in both
funeral and cemetery contracts written was due to the Company's
continuing efforts to increase pre-need sales.

                   Discontinued Operations

The Company has classified all the locations identified for
disposal as assets held for sale in the consolidated balance
sheets and recorded any related operating results, long-lived
asset impairment provision, and gains or losses recorded on
disposition as income from discontinued operations.  The Company
has reclassified prior periods to reflect any comparative amounts
on a similar basis.

For the 12 weeks ended March 27, 2004, loss from discontinued
operations, net of tax, was $6.5 million, or $0.16 basic and
diluted loss per share, which included $0.1 million of pre-tax
disposal gains, and a pre-tax long-lived asset impairment of $13.0
million.

                  Accounting Pronouncement

The Financial Accounting Standards Board has issued Interpretation
No. 46, "Consolidation of Variable Interest Entities" which will
be applicable to the Company beginning the first fiscal quarter of
2004.  The industry and the Company have had discussions with the
Securities Exchange Commission concerning how to apply FIN No. 46R
to trust funds, however, final guidance has not yet been received.  
Until final guidance has been received, the Company has elected
not to provide its consolidated balance sheet and statement of
cash flow.  The Company's results are not expected to be impacted
by the adoption of FIN No. 46R. If any impact on the Company's
financial statements is determined, it will be reflected in the
Form 10-Q to be filed by the Company. (Loewen Bankruptcy News,
Issue No. 85; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


LORAL SPACE: Files First Quarter 2004 Report on Form 10-Q with SEC
------------------------------------------------------------------
Loral Space & Communications (OTC Bulletin Board: LRLSQ) filed its
report on Form 10-Q with the Securities and Exchange Commission in
which it reported financial results for the first quarter ended
March 31, 2004.

The 10-Q is available in PDF format on the company's web site at
http://www.loral.com/or through the SEC's EDGAR service at  
http://www.sec.gov/

                      About Loral

Loral Space & Communications, a satellite communications company,
filed for chapter 11 protection (Bankr. S.D. New York Case No.
03-41710) along with its affiliates on July 15, 2003. Stephen
Karotkin, Esq. and Lori R. Fife, Esq. of Weil, Gotshal & Manges
LLP represent the Debtors in their restructuring efforts. When the
company filed for bankruptcy, it listed total assets of
$2,654,000,000 against total debts of $3,061,000,000.


MAAX CORPORATION: S&P Assigns B+ Long-Term Corporate Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned it 'B+' long-
term corporate credit rating to bathroom fixtures manufacturer
MAAX Corp. At the same time, Standard & Poor's assigned its 'B+'
rating to the company's C$330 million senior secured credit
facilities, and its 'B-' rating to the company's proposed US$160
senior subordinated notes issue. Proceeds from the facilities and
notes will be used to purchase shares outstanding and repay
existing debt in a going-private transaction. The outlook is
stable.

"The ratings on MAAX reflect the company's aggressive financial
profile with high leverage, and the below-average business
position with high customer concentration in the very competitive
bathroom fixtures industry," said Standard & Poor's credit analyst
Daniel Parker. Partially offsetting these risks are the company's
attractively positioned product mix and distribution capability,
its steady profitability, and its ability to generate free cash
flow.

Quebec-based MAAX is a midsize manufacturer and distributor of
gel-coated, acrylic, and thermoplastic bathtubs, showers, and
whirlpools, with an approximate 15% share of the North American
market. MAAX also manufactures semicustom cabinetry (kitchen and
bathroom) and spas. Although the business is susceptible to
general economic conditions and the strength of the housing
sector, about 65% of MAAX's sales are in the more stable and
profitable home renovation segment. The home improvement
products business is highly competitive with pricing pressure
provided by large international players and many smaller regional
competitors. Despite MAAX's broad North American footprint and
sales to three distinct sales channels (wholesalers (49%),
specialty retailers (16%), and large home centers (35%)), MAAX
depends on Home Depot Inc. for about 25% of total sales. MAAX does
have a favorable product mix, as gel-coated and acrylic fixtures
are the largest and fastest growing products due to their
superior durability, appearance, and handling.

Standard & Poor's does not expect MAAX to face significant
competition from imports, as the overall cost structure of the
products is about 80% variable and labor costs are a relatively
low component. MAAX has 26 manufacturing locations across North
America, which helps to reduce the relatively high shipping costs,
as the products are bulky and customers demand short lead times.
Despite selling to three distinct channels, MAAX's broad product
offering has allowed the company to offer channel-specific
products, which has strengthened customer relationships and
maintained margins.

The stable outlook reflects the expectation that the home
improvement products market will expand in the longer term,
despite the potential for near-term contraction if general
economic conditions decline. Standard & Poor's expects MAAX will
be able to maintain its market share and profitability.


MCDERMOTT INTL: Stockholders' Deficit Tops $375M at March 31, 2004
------------------------------------------------------------------
McDermott International Inc. (NYSE:MDR) reported a net loss from
operations of $10.9 million, or $0.17 per diluted share, for the
first quarter of 2004, compared to income from continuing
operations of $29.6 million, or $0.46 per diluted share, for the
corresponding period in 2003. Net income for the first quarter of
2003 was $35.5 million, or $0.55 per diluted share, which included
income from discontinued operations of $2.2 million and the
cumulative effect of an accounting change of $3.7 million.
Additionally, in 2003, both income from continuing operations and
net income included a benefit of $23.6 million, after tax, in the
quarterly adjustment related to the estimated costs of The Babcock
& Wilcox Company ("B&W") Chapter 11 settlement compared to only
$2.7 million in 2004. Weighted average common shares outstanding
on a fully diluted basis were approximately 65.3 million and 65.1
million for March 31, 2004 and March 31, 2003, respectively.

Revenues in the first quarter of 2004 were $499.3 million,
compared to $512.7 million in the corresponding period in 2003.
The change in revenues is due to reduced activity at J. Ray
McDermott, S.A. and its subsidiaries, partially offset by
increased revenues at BWX Technologies Inc.  

The first quarter 2004 operating loss was $2.1 million, which
included $15.3 million of corporate qualified pension expense,
compared to first quarter 2003 operating income and corporate
qualified pension expense of $13.9 million and $18.0 million,
respectively.

"Our results in the first quarter of 2004 significantly improved
sequentially from the fourth quarter 2003, but declined versus a
year ago, as the reduced activity level at J. Ray resulted in
fixed operating costs that weren't fully absorbed by our
projects," said Bruce W. Wilkinson, chairman of the board and
chief executive officer of McDermott. "We continue to be
optimistic that the remaining projects in loss positions at J. Ray
will soon be behind us, and we were pleased that there were no
additional charges on these projects during the first quarter.
Further, we expect that new projects will be added to J. Ray's
backlog, and J. Ray will manage its costs to reflect an expected
decrease in revenues in 2004. In addition, due to the various tax
jurisdictions where we operate, approximately 45 percent of our
total net loss related to provision for income taxes."

The Company's other expense for the first quarter of 2004 was $3.9
million, compared to other income of $22.7 million in the first
quarter of 2003. The year-over-year decline is primarily due to a
$21.7 million reduction, pretax, in the quarterly adjustment
related to the estimated costs of the B&W Chapter 11 settlement.
This revaluation will continue to fluctuate on a quarterly basis
and is largely dependent on the quarterly price movement in
McDermott's stock price. Provision for income taxes was $4.9
million in the first quarter 2004, compared to $7.0 million in the
first quarter 2003.

At March 31, 2004, McDermott International Inc.'s balance sheet
shows a total stockholders' deficit of $375,570,000 compared to a
deficit of $363,177,000 at December 31, 2003

                        Results Of Operations
          2004 First Quarter Compared to 2003 First Quarter

            Marine Construction Services Segment (J. Ray)

Revenues in the Marine Construction Services segment were
$365.8 million in the 2004 first quarter, a decrease of $29.2
million from a year ago. The year-over-year reduction resulted
from decreased activity on fabrication and marine installation
projects in the Middle East and Asia Pacific regions.

Segment loss for the 2004 first quarter was $3.6 million compared
to a segment income in the first quarter 2003 of $16.6 million.
Major projects contributing income to the 2004 first quarter were
the project in Azerbaijan for the AIOC, a pipelay project for
Shell in the Gulf of Mexico, and fabrication projects for BP in
Morgan City, La., offset by lower overall activity at J. Ray
available to cover fixed operating costs. Selling, general and
administrative expenses were $23.4 million, compared to $18.3
million in the 2003 first quarter.

At March 31, 2004, J. Ray's backlog of $1.3 billion included $69
million related to uncompleted work on the Front Runner spar, $14
million on the Belanak project and $19 million related to the
Carina Aries project. J. Ray's backlog was $1.4 billion and $2.0
billion at Dec. 31, 2003 and March 31, 2003, respectively.

             Government Operations Segment (BWXT)

Revenues in the Government Operations segment increased $15.8
million to $133.5 million in the 2004 first quarter, primarily due
to higher volumes from the manufacture of nuclear components for
certain U.S. government programs.

Segment income decreased $3.9 million to $19.7 million in the 2004
first quarter, primarily due to a $3.3 million benefit received
during the first quarter of 2003 related to a contract settlement
and an aggregate of $3.6 million in the first quarter of 2004
related to increased bid and proposal costs, higher selling,
general and administrative costs and a reduction in equity income
from investees.

"BWXT continues to produce strong operating and financial
results," added Wilkinson. "Although the operating income in the
2004 quarter was down slightly compared to a year ago, we continue
to expect BWXT to produce improved results year-over-year on a
comparable basis."

At March 31, 2004, BWXT's backlog was $1.7 billion, compared to
backlog of $1.8 billion and $1.6 billion at Dec. 31, 2003 and
March 31, 2003, respectively.

                           Corporate

Unallocated corporate expenses were $18.3 million in the 2004
first quarter, a decrease of $8.1 million compared to the 2003
first quarter, primarily due to a $2.7 million reduction in
corporate qualified pension plan expense, reduced costs at all
corporate cost centers and increased allocation of corporate costs
to the operating segments.

                   Other Income and Expense

Net interest expense was $7.5 million in the 2004 first quarter
compared to $2.7 million in the 2003 first quarter, due to the
issuance of J. Ray's 11 percent senior secured notes in December
2003.

During the 2004 first quarter, revaluation of certain components
of the estimated settlement cost related to the Chapter 11
proceedings involving B&W resulted in a decrease in the estimated
cost of the settlement to $125.3 million, resulting in the
recognition of other income of $2.4 million ($2.7 million after
tax). The decrease in the first quarter 2004 estimated settlement
cost is due primarily to a decrease in the trading price of
McDermott's common stock from $11.95 per share at Dec. 31, 2003 to
$8.39 per share at March 31, 2004. As discussed in the Company's
annual report on Form 10-K for the year ended Dec. 31, 2003, the
Company is required to revalue certain components of the estimated
settlement cost quarterly and at the time the securities are
issued, assuming the settlement is finalized.

Provision for income taxes during the first quarter of 2004 was
$4.9 million, compared to $7.0 million during the first quarter of
2003. Despite the Company's consolidated pretax loss from
operations, the Company recognized a net provision for income
taxes, reflecting the tax obligations in many of the jurisdictions
in which it operates, combined with its inability to recognize tax
benefits in several jurisdictions where losses were incurred.

                    Discontinued Operations

In August 2003, the Company completed the sale of Menck GmbH,
formerly a component of the Marine Construction Services segment.
Accordingly, the Company has reported the results of operations
for Menck as discontinued operations. In the first quarter 2003,
the Company recorded income of $2.2 million, after tax, associated
with the operations of Menck.

                The Babcock & Wilcox Company

The Company wrote off its remaining investment in B&W of $224.7
million during the second quarter of 2002 and has not consolidated
B&W with McDermott's financial results since B&W's Chapter 11
bankruptcy filing in February 2000. B&W's revenues were $377.1
million in the first quarter of 2004, a decrease of $3.9 million
compared to the first quarter of 2003. B&W's net income for the
2004 first quarter was $24.2 million, an increase of $10.8 million
versus the corresponding period in 2003.

                         Liquidity

On a consolidated basis, the Company incurred negative cash flows
for the first quarter of 2004. J. Ray expects to incur negative
cash flow from operations during two of the remaining three
quarters in 2004, due to the cash outflow on the three spar
projects, the Carina Aries project and the Belanak project, for
which substantial income statement expenses have already been
recorded. The Company expects negative cash flow on a consolidated
basis for one of the remaining three quarters in 2004, reflecting
J. Ray's negative cash flow.

Completion of these projects has and will continue to put a strain
on J. Ray's current liquidity. J. Ray intends to fund its negative
cash flow in 2004 with cash on hand, including cash expected to be
made available when it obtains a new letter-of-credit facility, as
well as through sales of non-strategic assets.

In December 2003, J. Ray issued $200 million of 11 percent, senior
secured notes due 2013, however over half of the proceeds from
these notes are currently restricted, to collateralize letters of
credit and a temporary interest reserve. J. Ray is currently
negotiating a secured, $75 million letter-of-credit facility. This
facility, if fully utilized, would enable J. Ray to replace most
of the approximately $80 million of existing letters of credit
which are currently cash collateralized.

J. Ray's ability to obtain a new letter-of-credit facility will
depend on numerous factors, including market conditions, J. Ray's
performance and the negotiation of acceptable terms and
conditions. In addition, J. Ray's ability to use the proceeds from
sales of assets to fund its working capital requirements is
limited under the terms of the indenture governing its senior
secured notes. If J. Ray is unable to obtain a new letter of
credit facility or a sufficient amount of available proceeds from
sales of non-strategic assets, J. Ray's ability to pursue
additional projects, which often require letters of credit, and
its liquidity, will be adversely impacted. These factors continue
to cause substantial doubt about J. Ray's ability to continue as a
going concern. As of May 6, 2004, J. Ray had approximately $68
million of unrestricted cash available.

                     Potential Recoveries

As indicated in its March 1, 2004 press release, the Company
believes that it has the opportunity to recover in future periods
up to $25 million of the losses it recorded during 2003. McDermott
is pleased to announce that since March 1, 2004, J. Ray has
negotiated approximately $17 million of its potential recoveries.
Approximately $5 million was included in its results for the first
quarter 2004 and the remaining $12 million will be recorded in the
appropriate future periods.

                      About the Company

McDermott International Inc. is a leading worldwide energy
services company. The Company's subsidiaries provide engineering,
fabrication, installation, procurement, research, manufacturing,
environmental systems, project management and facility management
services to a variety of customers in the energy and power
industries, including the U.S. Department of Energy.


MERISANT WORLDWIDE: S&P Places Low-B Ratings on Watch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Merisant
Worldwide Inc. (formerly Tabletop Holdings Inc.) and its wholly
owned subsidiary Merisant Co. on CreditWatch with negative
implications.

This includes Merisant Worldwide's 'B+' corporate credit and its
'B-' senior subordinated debt ratings, and Merisant Co.'s 'B+'
corporate credit, its 'B+' senior secured bank loan, and its 'B-'
senior subordinated debt ratings. Negative implications mean that
the ratings could be affirmed or lowered following the completion
of Standard & Poor's review.

Merisant Worldwide had about $543.3 million of total debt
outstanding at Dec. 31, 2003.

The CreditWatch placement follows Merisant Worldwide's recent S-1
filing with the SEC (filed under Tabletop Holdings) for an initial
public offering of income deposit securities (IDS), representing
shares of its common stock and new senior subordinated notes. In
connection with this offering, Merisant Worldwide is expected to
commence a tender offer for all of its outstanding senior
subordinated discount notes due 2014 and Merisant Co.'s senior
subordinated notes due 2013, and to repay all outstanding
borrowings on Merisant Co.'s senior secured credit facilities.

"Standard & Poor's believes that the IDS structure, in general,
exhibits an extremely aggressive financial policy. Merisant
Worldwide will have significantly reduced its financial
flexibility given the anticipated high dividend payout rate," said
Standard & Poor's credit analyst David Kang. As a result, the
structure limits the company's ability to weather potential
operating challenges and also reduces the likelihood for future
deleveraging.

A further risk to the IDS structure is that the subordinated debt
portion of the IDS may not be treated as debt for U.S. federal
income tax purposes. If all or a portion of the subordinated notes
are treated as equity rather than debt, the interest on the
subordinated notes will not be tax-deductible by the company. This
could make the IDS securities uneconomic and expose Merisant
Worldwide to refinancing risk.

Standard & Poor's will meet with management to discuss the
financial and business impact of the proposed offering and will
evaluate its effect on credit quality before resolving the
CreditWatch listing.

Chicago, Illinois-based Merisant Worldwide, through its operating
subsidiary Merisant Co., is a processor, packager, and marketer of
low-calorie tabletop sweeteners, primarily aspartame-based
products.


MIRANT AMERICAS: Committee Retains E3 & New Energy as Consultants
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Mirant Americas
Generation, LLC, seeks the Court's authority to retain Energy &
Environmental Engineering, LLC, doing business as E3 Consulting,
and New Energy Associates, LLC, as its energy consultants, nunc
pro tunc to April 5, 2004.

According to Thomas Rice, Esq., at Cox & Smith Incorporated, in
San Antonio, Texas, E3 and New Energy are both well qualified to
serve as energy consultants to the MAGi Committee and they will
work together to provide separate and complimentary energy
consulting services to the MAGi Committee.  

E3 specializes in assisting creditors and investors in matters
associated with the operation of power plants and power
generation businesses.  This advice has been provided in workouts
and the restructuring of power projects and associated
businesses.  E3 specializes in analyzing, evaluating and
recommending improvements to energy projects and company business
operations, reviewing and analyzing power project operations,
fuel procurements, power marketing, negotiating restructuring
arrangements, business feasibility studies and other relevant
issues.

New Energy specializes in modeling electric power and fuel
markets and has provided these services to investors and
creditors in workouts and restructurings.  New Energy's services
include forecasting prices for electric energy and capacity, coal
and gas fuel for power generations, the cost of environmental
emissions allowances, and the dispatching of individual power
generators in their relevant markets, through which the revenue
and gross margin of these generators is determined.

Working together as an energy consultant team, E3 and New Energy
will provide the necessary expertise to advise and assist the
MAGi Committee concerning the Debtors' energy generation and
marketing business.  Mr. Rice assures the Court that there will
be no overlap between the services that the two firms will
provide because each will perform distinct advisory functions on
behalf of the MAGi Committee.  

E3 provides expertise in the operation and maintenance of
electric generating plants, and the management of portfolios of
these assets.  This expertise includes analyzing business plans
and budgets, operating costs, management, power marketing, fuel
procurement, and transactions between individual projects and the
corporate center.  

New Energy, on the other hand, develops models of the electric
and fuel markets within which the generators function, and also
models the revenue and gross margin expected by individual
generators based on the market prices for electric energy,
capacity and fuel.

Specifically, E3 is expected to:

   * provide strategic advice with respect to energy industry
     specific issues in these Chapter 11 cases;

   * analyze technical aspects of the Debtors' business plans
     and models, with a particular emphasis on the Debtors'
     energy business plans;

   * analyze the Debtors' energy business strengths, weaknesses
     and risks from the creditors' viewpoint;

   * provide advice on restructuring issues and options;

   * provide power marketing advice and analysis with respect to
     the Debtors' management, credit facility, hedging contracts
     and credit support;

   * provide advice on the Debtors' asset management and
     business infrastructure; and

   * provide other services as requested by the MAGi Committee.

New Energy will:

   * provide commodity price assumptions, energy and capacity
     prices and fuel emission allowance price forecasts;

   * model commodity prices in relevant regions;

   * assist in developing fundamental models to forecast
     electric prices and plant performance; and

   * provide other services as requested by the MAGi Committee.

E3 and New Energy charge fees based on actual hours expended to
perform the services at standard hourly rates established for
each employee.  Currently, the hourly rates of their
professionals are:

A. E3
      Executive Consultants      $350 - 400
      Professional Staff          200 - 350
      Professional Assistants      50 - 150

B. New Energy

      Senior Executive            $440
      Director                     350
      Professional Staff           180 - 320
      Professional Assistants       85 - 125

The firms will also seek reimbursement of their out-of-pocket
expenses.

Mr. Rice tells Judge Lynn that E3 and New Energy will work in
tandem in connection with the energy consulting services.  New
Energy will be engaged as E3's subconsultant in the area of power
and fuel market modeling.  Thus, E3 will submit joint fee
statements on behalf of itself and New Energy.  The fee
submissions will set forth the separate fee charged, and the
services performed by each professional.  Each monthly fee
statement will separately request 80% of E3's total monthly fees
and 80% of New Energy's total monthly fees with a holdback of 20%
of the total fees for each firm.  There will be no fee sharing
between E3 and New Energy.

Earl Franklin, Executive Consultant of E3, and Norm Richardson,
Director of New Markets Analysis at New Energy, tell the Court
that their firms are not related to or connection with and
neither hold nor represent any interest adverse to the Debtors,
their estates, creditors or any other party-in-interest or their
attorneys, or the United States Trustee or anyone employed in the
Office of the U.S. Trustee in the matters for which the Energy
Consultants are proposed to be retained, except that the Energy
Consultants are connected with the MAGi Committee by virtue of
the engagement.  Accordingly, E3 and New Energy are
"disinterested persons" pursuant to Section 101(14) of the
Bankruptcy Code.

                      *     *     *

On an interim basis, the Court allows the MAGi Committee to
retain E3 and New Energy as its energy consultants, effective as
of April 5, 2004.  If the Court receives no objection from any
party-in-interest by May 25, 2004, the Interim Order will become
final on May 27, 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: Wants Authority to Conduct Rule 2004 Exams
------------------------------------------------------------
The National Century Financial Enterprises, Inc. Debtors seek the
Court's authority to obtain documents and testimony from seven
additional entities and individuals concerning the Debtors'
property; the Debtors' assets, liabilities and financial
condition; matters that may affect the continued administration of
the Debtors' estates; and the identification and prosecution of
certain potential claims against third parties by a representative
of the Debtors' estates.  

The seven third party individuals and entities are:

   (a) Barbara Downing, the Treasurer or Cashier for Home Medical
       of America;

   (b) Eric Wentzel, former Chief Financial Officer of Home
       Medical of America;

   (c) Home Medical of America, one of the NCFE providers owned
       by NCFE's founders;

   (d) Homecare Concepts of America, one of the NCFE providers
       owned by NCFE founders;

   (e) Jack Brown, a former Chief Financial Officer of Home
       Medical of America;

   (f) Kathy Pignatelli, assistant to Lance Poulsen; and

   (g) Mary Morrison, former employee of Home Medical of America.

The Debtors also want to issue subpoenas to take Rule 2004
depositions of four individuals and entities regarding their
involvement with and their participation in transactions
involving NCFE, its affiliates, its founders, or entities owned
and controlled by the founders; and their knowledge of any
information relating to the location of NCFE assets:

   (1) Stephen Cammick, who was and continues to be a financial
       advisor to Lance Poulsen;

   (2) Stephen Cammick & Associates;

   (3) Frank Magliochetti, who was involved with Home Medical and
       America, Homecare Concepts of America and their
       subsidiaries; and

   (4) Kaye Scholer, L.L.P., law firm that acted as counsel to
       NCFE and its affiliates in connection with NCFE's
       preparation for an Initial Public Offering in 1999 and
       2000, as well as in connection with other issues.

Moreover, the Debtors seek to examine documents in the possession
of ING Barings, which is a financial underwriter involved in
various transactions with NCFE and its affiliates.

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


NEW HEIGHTS: Needs Until May 28 to File Schedules & Statements
--------------------------------------------------------------
New Heights Recovery & Power, LLC is asking the U.S. Bankruptcy
Court for the District of Delaware for an extension of time to
file its schedules of assets and liabilities, statements of
financial affairs and lists of executory contracts and unexpired
leases required under 11 U.S.C. Sec. 521(1).  

The Debtor wants an additional 14 days added to the 15-day
automatic deadline within which it must file its Schedules of
Assets and Liabilities and Statement of Financial Affairs with the
Court.  Although the Debtor has less than 200 creditors, the
limited administrative employees who are qualified and available
to prepare the Schedules and Statements needs until May 28, 2004
to complete their tasks.

The Debtor relates that only three of the 31 employees are
qualified to prepare the Schedules and Statements.  Two are its
corporate controller and chief restructuring officer.  In addition
to preparing the Schedules and Statements, the controller and CRO
must perform all ongoing administrative functions of the Debtor.  
The third is a staff accountant who has limited qualifications for
the preparation.

Headquartered in Ford Heights, Illinois, New Heights Recovery &
Power, LLC -- http://www.tires2power.com/-- is the owner and  
operator of the Tire Combustion Facility and other tire rubber
processing facilities. The Company filed for chapter 11 protection
on April 29, 2004 (Bankr. Del. Case No. 04-11277).  Eric Lopez
Schnabel, Esq., at Klett Rooney Lieber & Schorling represents the
Debtor in its restructuring efforts.  When the Company filed for
chapter 11 protection, it listed both its estimated debts and
assets of over $10 million.


NEW WORLD PASTA: Obtains Commitment for $45 Million DIP Financing
-----------------------------------------------------------------
New World Pasta Company announced that the Company (and its U.S.-
based subsidiaries) has filed a voluntary petition seeking
reorganization under Chapter 11 of the U.S. Bankruptcy Code. The
filing in the U.S. Bankruptcy Court for the Middle District of
Pennsylvania 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. In connection with the filing, the Company also announced
that it has obtained a commitment for a $45 million debtor-in-
possession financing facility from a financing group led by one of
its current banks.

New World Pasta Company is conducting business as usual in the
U.S., and throughout the world. New World Pasta Company's
subsidiaries in Canada and Italy are not part of the Chapter 11
filing.

Upon Court approval, which is expected within the next few days,
up to $20 million of the financing facility will be available
immediately on an interim basis. The Company believes that the $45
million financing facility, together with internally generated
cash from operations, will be sufficient to operate its business,
including the payment of all post-filing obligations to suppliers
and vendors.

Wynn Willard, the Company's Chief Executive Officer, commented,
"This action by our Company to file for reorganization under
Chapter 11 was taken only after much review by the Company's Board
of Directors and our senior executive team, and after consultation
with advisors expert on these matters. We concluded that it was
the right step to improve our business for the future.

"Now," continued Wynn Willard, "we have the opportunity to reduce
our debt burden and to strengthen our financial and marketplace
position. We expect our core business activities to continue
unimpeded. We will manufacture and ship our products in the normal
course, and our consumers will continue to enjoy our great
products on a daily basis."

"This filing will help our efforts to emerge as a stronger, more
financially stable competitor," added Ed Lyons, the Company's
Senior Vice President and Chief Financial Officer. "We will
continue to work on strengthening our business, reducing costs and
becoming more efficient. We at the Company will be talking to our
stakeholders, and we look forward to working productively with
them through the reorganization process."

"This reorganization will allow us to better position our Company
and, importantly, our trusted brands for future growth," said Doug
Ehrenkranz, the Company's Senior Vice President of Sales and
Marketing. "We expect there to be no business interruption during
this process. Our reorganization process should be invisible to
our customers and consumers."

Employees are being paid in the usual manner and employee benefits
will continue, subject to Court approval, which the Company
believes it will receive within the next few days.

Headquartered in Harrisburg, Pennsylvania, New World Pasta Company
-- http://www.nwpasta.com/-- is the leading dry pasta  
manufacturer in the United States. The Company, along with its
affiliates, filed for chapter 11 protection (Bankr. M.D. Penn.
Lead Case No. 04-02817) on May 10, 2004. Eric L. Brossman, Esq.,
at Saul Ewing LLP, represents the Company in its restructuring
efforts. As of December 2001, New World listed $426,174,000 in
assets and $430,952,000 in liabilities


NEW WORLD RESTAURANT: March 30 Equity Deficit Widens to $84 Mil.
----------------------------------------------------------------
New World Restaurant Group, Inc., (Pink Sheets: NWRG.PK) announced
improved financial results for the first quarter of fiscal 2004.

Income from operations for the first quarter of 2004 improved to
$3.2 million, or 3.5% of total revenues, compared to an operating
loss of $0.2 million a year earlier. The operating profit for the
2004 period-New World's first since the fourth quarter of 2002-
included a $0.8 million benefit resulting from an adjustment to
previously recorded integration and reorganization costs.

The company reduced its net loss for the 2004 quarter to $2.6
million, or $0.26 per basic and diluted share, from $7.7 million a
year earlier. After deducting $4.6 million in dividends and
accretion on Series F Preferred Stock, both of which were non-cash
charges, the net loss available to common stockholders in the
first quarter of 2003 was approximately $12.3 million, or $8.10
per share. The company's equity restructuring, which was completed
on September 30, 2003, eliminated the Series F Preferred Stock and
its related dividends and accretion on a going forward basis.

Total revenues for the 13 weeks ended March 30, 2004 were $91.2
million, compared with $95.2 million for the same period in 2003.
The 4.2% decline in revenue was primarily due to a $3.8 million
decrease in retail sales from company-operated stores. While total
revenues decreased from the comparable 2003 period, the gross
profit percentage remained firm at 18.1% of total revenues. Gross
profit was $16.5 million for the 13-week period ended March 30,
2004, compared with $17.2 million in 2003's first quarter.

Commenting on the results, Paul Murphy, New World CEO and acting
chairman, said, "The improved operating performance, coupled with
the reduction in interest expense resulting from the debt
refinancing completed in July 2003, enabled us to record our
lowest quarterly net loss since the second quarter of 2002. Our
primary focus for 2004 is on the operating performance of our
company-operated restaurants. While we are never satisfied with a
decline in total revenues, our first mission this year has been to
concentrate on restaurant operations and to rationalize spending
at all levels. As we commence our project to change the look and
feel of our stores and introduce exciting, new high quality menu
items, we anticipate that the rate of our revenue decline will
decrease. Revenues are ultimately expected to improve after the
majority of our restaurants receive the planned upgrades. This
project, which is scheduled to begin in the third quarter of this
year, is expected to be completed by mid 2006."

The improvement in first quarter operating income was due
primarily to a 14.0% reduction in general and administrative
expenses, to $8.8 million, or 9.7% of revenues, in the first
quarter of 2004. This compared to G&A expenses of $10.3 million,
or 10.8% or revenues, in the same quarter in 2003, which included
certain legal and consulting costs associated with the company's
refinancing and the re-audit of fiscal 2000 and 2001 results.
Depreciation and amortization expense was reduced by $2 million to
$5.2 million in the first quarter, a decrease of 27.3% compared to
the same period in 2003. The decrease in depreciation and
amortization expense is primarily due to a portion of New World's
asset base becoming fully depreciated during the first quarter of
2004.

Adjusted EBITDA (earnings before interest, taxes, depreciation and
amortization, integration/reorganization provisions, and other
non-cash or unusual items) was $8.0 million, or 8.8% of revenues,
during the first quarter. This compared with $8.7 million, or 9.1%
of revenues, in the first quarter of 2003. (See tables at end of
this press release for EBITDA reconciliations.) The company
presents adjusted EBITDA information because it is relevant to the
covenants for both the $160 million indenture and the AmSouth
Revolver.

EBITDA and Adjusted EBITDA are not intended to represent cash flow
from operations in accordance with GAAP and should not be used as
an alternative to net income as an indicator of operating
performance or to cash flow as a measure of liquidity. Rather,
EBITDA and adjusted EBITDA are a basis upon which to assess
financial performance. While EBITDA is frequently used as a
measure of operations and the ability to meet debt service
requirements, it is not necessarily comparable to other similarly
titled measures of other companies due to the potential
inconsistencies in the method of calculation

New World consumed $4.2 million of cash flow from operations in
the first quarter of 2004, compared with $3.4 million a year
earlier. Cash consumption during the first quarter of 2004
included a semi-annual interest payment of $10 million on the
outstanding $160 million indenture, and a requirement to prepay a
substantial portion of insurance premiums for the current year.
These cash payments, which totaled over $11.1 million, were
partially offset by a $2.4 million improvement in cash operating
performance (defined as net loss adjusted for non-cash items) and
the accrual of interest of approximately $5.2 million.

"The primary driver of our operating cash flow is our company-
operated restaurants," Mr. Murphy noted. "To continue to improve
restaurant performance, we used $1.1 million of cash for
replacement and new equipment for our company-operated stores, and
invested $0.9 million in new restaurants during the first quarter
of 2004. We plan to continue investing capital in our company-
operated restaurants during the current year."

Discussing the company's revenue performance, Mr. Murphy noted
that while retail sales declined 4.3% to $84.6 million,
manufacturing revenues were unchanged at $5.4 million, and
franchise and license income decreased 13.3% to $1.2 million. The
decrease in the retail segment was due primarily to a 4.9% decline
in comparable store sales at company-owned Einstein Bros. and
Noah's locations, as a 5.9% drop in transactions was partially
offset by a 1.1% increase in the average check, resulting from the
addition of higher priced menu items in the product mix..

"Increasing competitive pressure will continue to impact retail
sales until we can complete the planned modifications to our
customer service system, menu offerings and visual appearance of
our company-owned stores," Mr. Murphy said. "We anticipate that
these changes will improve sales and have the effect of increasing
our average check and transactions in future periods."

As of March 30, 2004, New World records a total stockholders'
deficit of $84,422,000 compared to a deficit of $81,866,000 at
December 30, 2003

                     About New World

New World is a leading company in the quick casual restaurant
industry. The company operates locations primarily under the
Einstein Bros and Noah's New York Bagels brands and primarily
franchises locations under the Manhattan Bagel and Chesapeake
Bagel Bakery brands. As of March 30, 2004, the company's retail
system consisted of 463 company-operated locations, as well as 223
franchised, and 49 licensed locations in 32 states, plus D.C. The
company also operates dough production and coffee roasting
facilities.


PACIFIC GAS: Board Elects Roy Kuga & Fong Wan As Vice Presidents
----------------------------------------------------------------
Pacific Gas and Electric Company's board of directors elected Roy
Kuga as vice president of gas and electric procurement, policy and
planning, and Fong Wan as vice president of power contracts and
electric resource development.  Both appointments to these new
positions become effective May 1, 2004.

"As California embarks on the next stage in the design and
operation of its electric power market, Pacific Gas and Electric
Company is putting new emphasis and a robust structure in place,
to best manage its role in this area," said Gordon R. Smith,
president and CEO of Pacific Gas and Electric Company.  "We are
fortunate to have talented leaders like Roy Kuga and Fong Wan to
offer their guidance and expertise for the benefit of our
customers, shareholders and employees."

Kuga, 51, will oversee the utility's role in electric market
redesign and in performing the integrated demand and supply side
resource planning required to ensure we have adequate gas and
electric supply to meet the future needs of PG&E's customers.  In
addition, he will be responsible for the short and mid-term
purchase and sale of natural gas and electric supply to balance
supply and demand on a daily basis.

Kuga first joined Pacific Gas and Electric Company in 1978 as a
planning engineer, and has spent much of his career at the utility
in the generation, power contracting, and strategic planning
fields.  He has most recently served as lead director for gas and
electric supply, a position he has held since 2000.

Kuga received a Bachelor of Science degree in electrical
engineering and a Bachelor of Arts degree in math jointly from the
University of Hawaii in 1975, and a Master of Arts degree in
operations research from Stanford University in 1977.

Wan, 42, will be responsible for the policies toward and
administration of the utility's power supply contracts.  In
addition, he will be responsible for the longer-term electric
resource procurement and development required to implement the
utility's resource plan.  This responsibility includes the
development of procurement strategies, the conduct of procurement
auctions, the negotiation of long-term power purchase or resource
development contracts, and the management of issued contracts for
both the power PG&E will purchase from others and the generating
stations PG&E will own and operate.

Wan joined Pacific Gas and Electric Company in 1988 as a
financial analyst, and spent six years in the financial planning
and analysis organization.  He then worked in the gas supply and
electric transmission business units, before moving to PG&E
Energy Trading in 1997.  He has most recently served as vice
president of risk initiatives for PG&E Corporation Support
Services, Inc., a position he held since 2000.

Wan received a Bachelor of Science degree in chemical engineering
from Columbia University in 1984, and a Master of Business
Administration degree in finance from the University of Michigan
in 1986.

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: Hungarian Affiliate Obtains HUF500 Million Financing
--------------------------------------------------------------
Parmalat Hungaria secured a loan for HUF500,000,000 from a
Hungarian bank.  Liquidation Commissioner Ferenc Somogyi told the
Budapest Business Journal that a formal agreement should be ready
soon.  The company owes HUF270,000,000 to creditors.

Parmalat Hungaria remains in dispute with parent, Parmalat
Finanziaria, over brand ownership rights.  According to Mr.
Somogyi, "I cannot imagine that the brand Parmalat could be taken
away [by the owners] since the Szekesfehervar-based company paid
the costs of its introduction in Hungary."

Finanziaria owns a 67% stake in Parmalat Hungaria, while the
European Bank for Reconstruction and Development holds 32%.  The
remaining 1% is owned by Hungarian private investors and local
municipality, Szekesfehervar.

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)   


PHOENIX CONTRACTING: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Phoenix Contracting, Inc.
        5250 East US 36, Building 1000
        Avon, Indiana 46123

Bankruptcy Case No.: 04-08140

Type of Business: The Debtor is a Builder and General Contractor.

Chapter 11 Petition Date: May 4, 2004

Court: Southern District of Indiana (Indianapolis)

Judge: James K. Coachys

Debtors' Counsel: Edward B. Hopper, Esq.
                  Stewart & Irwin PC
                  251 East Ohio Street Suite 1100
                  Indianapolis, IN 46204

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
First Indiana Bank            Bank Loan               $3,887,757
135 North Pennsylvania St.
Indianapolis, IN 46204

Riley Bennett & Egloff        Legal Fees/trade debt     $221,078

G&J Development Co.           Trade debt                $103,579

Diamond D Construction        Trade debt                 $74,497

Brownstein Hyatt Farber       Legal Fees/Trade debt      $55,463

SBC-Ameritech                                            $46,000

Circle R Mechanical           Trade debt/Retention       $39,308

Minolta Business              Trade debt                 $34,910

Atwood Electric               Trade debt                 $28,170

DJ Williamson                 Trade debt                 $25,440

Altheimer & Gray              Accounting and Tax         $24,574

W.I. Construction             Trade debt/Retention       $11,783

CSE Quality Masonry           Trade debt/Retention        $9,454

Maquire & Schneider           Legal Fees/Trade debt       $8,676

Thyssenkrup Elevator          Trade debt/Retention        $7,960

J&M Roofing                   Trade debt                  $6,292

Crown Distributing            Trade debt/Retention        $3,780

Lynecole XIT Grounding        Trade debt                  $3,025

Kenny Glass, Inc.             Trade debt/Retention        $2,836

Meltzer, Purtill & Steele     Legal Fees/Trade debt       $2,590


PLEJ'S LINEN: Section 341(a) Meeting Scheduled on May 26, 2004
--------------------------------------------------------------
The United States Trustee will convene a meeting of Plej's Linen
Supermarket SoEast Stores, LLC's creditors at 2:00 p.m., on
May 26, 2004 in the U.S. Bankruptcy Administrators Office at 402
West Trade Street, Suite 205, Charlotte, North Carolina 28202.  
This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Rock Hill, South Carolina, Plej's Linen
Supermarket SoEast Stores LLC, with its debtor-affiliates, are
engaged primarily in two core businesses: retail sale of first
quality program home accessories for bed, bath, window, decorative
and house wares and limited closeout and discontinued
opportunistic merchandise; and wholesale distribution of similar
bed and bath textiles. The Company filed for chapter 11 protection
on April 15, 2004 (Bankr. W.D. N.C. Case No. 04-31383).  John R.
Miller, Jr., Esq., and Paul R. Baynard, Esq., at Rayburn Cooper &
Durham, P.A., represent the Debtors in their restructuring
efforts.  When the Company filed for protection from their
creditors, they listed both estimated debts and assets of over $10
million.


RCN CORP: Posts $56.8 Million Net Loss in First Quarter 2004
------------------------------------------------------------
RCN Corporation (Nasdaq: RCNC) announced that revenues for the
quarter ended March 31, 2004 were $121.3 million, compared to
$117.6 million for the quarter ended March 31, 2003. Net loss from
continuing operations was ($56.8) million, or ($0.73) per common
share for the three months ended March 31, 2004, compared to
($94.7) million, or ($1.24) per common share, for the three months
ended March 31, 2003.

As previously reported, the Company is negotiating with its senior
secured lenders, an ad hoc committee of certain holders of its
Senior Notes and others on a consensual financial restructuring of
its balance sheet. In connection with the continuing negotiations,
the Company, the Lenders and the Noteholders' Committee have
agreed to extend expiration of their previously announced
forbearance agreements until 11:59 p.m. on May 17, 2004. No
agreement on such a restructuring has yet been reached.

The Company expects that any financial restructuring will be
implemented through a reorganization of the Company under Chapter
11, Title 11 of the United States Code. The treatment of existing
creditor and stockholder interests in the Company is uncertain at
this time. However, the restructuring as currently contemplated
will likely result in a conversion of a substantial portion of the
Company's outstanding Senior Notes into equity and an extremely
significant, if not complete, dilution of current equity.
Accordingly, the value of the Company's securities is highly
speculative. The Company urges that appropriate caution be
exercised with respect to existing and future investments in any
of the Company's debt obligations and/or its Common stock.

                    About RCN Corporation

RCN Corporation (Nasdaq: RCNC) is the nation's first and largest
facilities-based competitive provider of bundled phone, cable and
high speed Internet services delivered over its own fiber-optic
local network to consumers in the most densely populated markets
in the U.S. RCN has more than one million customer connections and
provides service in the Boston, New York, Eastern Pennsylvania,
Chicago, San Francisco and Los Angeles. The Company also holds a
50% LLC membership interest in Starpower, which serves the
Washington, D.C. metropolitan area.


RURAL CELLULAR: March 31 Balance Sheet Insolvent by $542.5 Million
------------------------------------------------------------------
Rural Cellular Corporation (Nasdaq:RCCC) announces solid first
quarter 2004 financial results.

               First Quarter 2004 Highlights

   -- EBITDA improved 9.4% to $56 million. EBITDA margin improved
      to 47% compared to 45% in the first quarter of 2003.

   -- Service revenue grew 9.5% to $88.6 million.

   -- Local service revenue per customer (LSR) increased to $43
      compared to $40 in the first quarter of 2003.

   -- The Company completed a property exchange with AT&T Wireless
      (AWE).

   -- The Company completed a $510 million senior secured notes
      offering.

Richard P. Ekstrand, President and Chief Executive Officer,
commented: "RCC continues to make significant progress toward the
implementation of our next generation networks while running an
efficient operation and improving our balance sheet. We remain
optimistic and look forward to the financial benefits of these
efforts throughout 2004 and beyond."

As of March 31, 2004, Rural Cellular Corporation's balance sheet
shows a total shareholders' deficit of $542,522,000 compared to a
deficit of $526,830,000 at December 31, 2003

                  Revenue and customer growth

Service Revenue. Service revenue increased 9.5% to $88.6 million.
These results reflect additional customers together with LSR
increasing to $43 from $40 and Universal Service Fund (USF)
support subsidies increasing to $2.8 million in 2004 as compared
to $383,000 in 2003. Regulatory fee pass-through revenue also
increased to $2.4 million from $1.1 million in 2003.

Customers. Excluding the effect of the property exchange with AWE,
total customer net adds were 9,101 in 2004 as compared to 6,333 in
2003. Wireless Alliance accounted for 15,437 of total customers at
March 31, 2004.

Outcollect Roaming Revenue. The 11.4% decrease in roaming revenue
to $25.7 million primarily reflects the March 1, 2004 transfer of
the Company's Oregon RSA 4 to AWE together with the outcollect
yield for 2004 declining to $0.19 per minute as compared to $0.21
per minute in 2003. Partially offsetting the decline in outcollect
yield was a 10% increase in outcollect MOUs.

                  Operating cost efficiencies

Network Costs. Network cost decreased 2.9% to $23.5 million for
the quarter, reflecting a 6.2% decrease in incollect cost to $10.3
million together with additional network efficiencies. Partially
offsetting this decline were increased costs related to next
generation network overlay efforts.

Selling, General and Administrative. During 2004, SG&A, excluding
the effect of the Company's regulatory pass-through fees,
decreased 3.5% to $27.9 million. Regulatory pass-through fees
increased to $2.5 million in 2004 as compared to $1.1 million in
2003.

                        Interest Expense

The increase in interest expense reflects, in part, the adoption
of SFAS No. 150, which was effective July 1, 2003, and requires
dividends on the 11 3/8% Senior Exchangeable and 12 1/4 % Junior
Exchangeable Preferred securities to be included in interest
expense. In addition, $11.8 million in charges related to the
early extinguishment of debt under the Company's former credit
agreement in March 2004 were included in interest expense.

         Capital expenditures and network construction

Net capital expenditures for the first quarter of 2004 were $13.7
million compared to $5.6 million in 2003. The Company expects its
capital expenditures in 2004 to be approximately $100 million.

            Property exchange with AT&T Wireless

On March 1, 2004, the Company closed on the exchange of certain
properties with AWE. Under the agreement, RCC transferred to AWE
its operations in Oregon RSA 4, covering 226,000 POPs and
including 36 cell sites and approximately 35,000 customers as of
March 1, 2004. RCC received from AWE operations in Alabama and
Mississippi covering 545,000 incremental POPs and including 96
cell sites and approximately 14,000 customers as of March 1, 2004.
In addition, RCC received from AWE unbuilt PCS licenses
overlapping and adjacent to portions of RCC's South, Midwest, and
Northwest regions that incorporate 1.3 million incremental POPs.
RCC also received $12.9 million in net cash proceeds, which
reduced outstanding balances under the former credit agreement.
Giving effect to the AWE property exchange, the Company's covered
POPs increased to approximately 6.3 million.

                     Senior Secured Notes

On March 25, 2004, the Company completed the placement of $350
million aggregate principal amount of its 8 1/4% senior secured
notes due 2012 and $160 million aggregate principal amount of its
senior secured floating rate notes due 2010. The net proceeds from
the offering of the senior secured notes, together with some of
the Company's existing cash, was used to repay all outstanding
obligations under the Company's credit agreement, to terminate
interest rate swap agreements associated with the former credit
agreement, and to pay fees and expenses associated with the notes
offering and obtaining a new revolving credit agreement. Upon the
completion of the senior secured notes offering, the Company
entered into a new revolving credit agreement and has $60 million
in undrawn availability.

                  Redemption of Preferred Stock

In March 2004, the Company repurchased 15,000 shares of its 11
3/8% senior exchangeable preferred stock, for $13.4 million. These
shares had accrued $1.5 million in unpaid dividends. The
corresponding $3.2 million gain on redemption of preferred shares,
not including transaction commissions and other related fees, was
recorded as a reduction of interest expense within the statement
of operations.

                      About the Company

Rural Cellular Corporation, based in Alexandria, Minnesota,
provides wireless communication services to Midwest, Northeast,
South and Northwest markets located in 14 states.


SCHOLASTIC RECOGNITION: Case Summary & 20 Unsecured Creditors
-------------------------------------------------------------
Debtor: Scholastic Recognition Incorporated
        5955 Park Drive
        Charleston, Illinois 61920

Bankruptcy Case No.: 04-91471

Type of Business: The Debtor is in the business of selling
                  graduation products.

Chapter 11 Petition Date: April 30, 2004

Court: Central District of Illinois (Danville)

Judge: Gerald D. Fines

Debtors' Counsels: Edward W. Brankey, Esq.
                   Rodney L. Smith, Esq.
                   Roy J. Dent, Esq.
                   Brankey & Smith, P.A.
                   622 Jackson Avenue
                   Charleston, IL 61920
                   Tel: 217-345-6222

Total Assets: $593,780

Total Debts:  $1,204,416

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Union Planters Bank           Bank loan                 $687,027
P.O. Box 387                  Value of Collateral:
Memphis, TN 38147-0387        $451,448
                              Unsecured: $245,338

City of Charleston            Bank loan                 $155,000
                              Value of Collateral:
                              $297,765

Shaughnessy-Kniep-Hawe Paper  Trade debt                 $39,730
Co.

Oak Half Industries, LP       Trade debt                 $39,632

Fine Impressions, Inc.        Trade debt                 $33,216

Custom Color Graphics         Trade debt                 $31,663

FedEx                         Trade debt                 $29,695

Thompson Coburn LLP           Trade debt                 $22,265

Artneedle Cap & Gown Co.      Trade debt                 $19,216

American Student List, LLC    Trade debt                 $15,493

Miles Kedex Company, Inc.     Trade debt                 $13,290

Southern Moulding & Supply    Trade debt                 $11,947

Manpower                      Trade debt                  $9,919

Universal Engraving Inc.      Trade debt                  $6,692

Tele-A-Pair, Inc.             Trade debt                  $6,344

L & D Mail Masters            Trade debt                  $6,108

Cresent Cardboard Company LLC Trade debt                  $5,379

JSK Enterprises               Trade debt                  $5,216

Buzz Sales Company, Inc.      Trade debt                  $3,991

RIS Paper Company, Inc.       Trade debt                  $3,670


SEITEL: Appoints Robert D. Monson as New Chief Financial Officer
----------------------------------------------------------------
Seitel, Inc. (OTC Bulletin Board: SEIEQ; TSE: OSL) announced that
Robert D. Monson has been appointed Chief Financial Officer,
effective immediately.

Mr. Monson has over 19 years of experience in the oil and gas
industry, including over four years in the international seismic
industry. He has served in various financial capacities with
Schlumberger Limited since 1985, most recently as business segment
CFO for Schlumberger Well Services and the worldwide controller
for Oilfield Technology Centers. Prior to this, Mr. Monson served
as either treasurer or controller to other Schlumberger entities,
including assignments in their New York headquarters and various
international locations.

"We are very excited to have Robert join our team, and his
experience will be invaluable as we emerge from bankruptcy," said
Randall D. Stilley, CEO and President of Seitel.

On March 18, 2004 the Bankruptcy Court confirmed Seitel's Chapter
11 plan of reorganization. The plan is supported by Seitel's
Official Committee of Equity Security Holders, as well as the
Company's largest creditors, Berkshire Hathaway Inc. and Ranch
Capital LLC. In addition to Berkshire and Ranch, the bankruptcy
plan was accepted by the holders of more than 99.6% of the shares
of common stock who voted on the plan.

                     About Seitel

Seitel is a leading provider of seismic data and related
geophysical services to the oil and gas industry in North America.
Seitel's products and services are used by oil and gas companies
to assist in the exploration for and development and management of
oil and gas reserves. Seitel has ownership in an extensive library
of proprietary onshore and offshore seismic data that it has
accumulated since 1982 and which it offers for license to a wide
range of oil and gas companies. Seitel has a diversified customer
base, which includes marketing to more than 1,300 customers and
license agreements with more than 1,000 customers. Seitel's
library of 3D seismic data is one of the largest available for
licensing in the U.S. and Canada. The company has ownership in
approximately 32,000 square miles of 3D seismic data, primarily
located in major North American oil and gas producing regions.
Seitel's customers utilize this data, in part, to assist their
identification of new geographical areas where subsurface
conditions are favorable for oil and gas exploration, to determine
the size, depth and geophysical structure of previously identified
oil and gas fields and to optimize the development and production
of oil and gas reserves.


SEITEL INC: First Quarter 2004 Net Loss Declines to $617,000
------------------------------------------------------------
Seitel, Inc. (OTC Bulletin Board: SEIEQ; TSE: OSL) reported
unaudited results for the first quarter ended March 31, 2004.

Revenues for the first quarter increased 36 percent to
$41,264,000, compared with $30,324,000 for the quarter ended March
31, 2003, while income from operations increased 168 percent to
$8,568,000 for the quarter, compared to $3,202,000 for the same
period in 2003.

Reorganization expenses totaled $3,566,000 in the first quarter of
2004.

Income from continuing operations and before income taxes was
$54,000, compared to a loss before taxes of $1,876,000 in the
first quarter of 2003. The total net loss for the three months
ended March 31, 2004 declined substantially to $617,000, or $.02
per share, compared to a net loss of $2,148,000, or $.08 per
share, in the same period in 2003.

"We had a good first quarter and our results reflect the success
of ongoing efforts to streamline our business, focus on customer
service and retention, and expand sales and marketing," said
Randall D. Stilley, CEO and President of Seitel.

"The increase in total revenue was primarily due to a 126%
increase in acquisition revenue as compared to the first quarter
of 2003," Stilley said. "This is consistent with our focus on
increasing the size of our seismic database, and demonstrates the
willingness of our customers to work with the company in acquiring
new data."

Cash licensing sales in the first quarter of 2004 were generally
in line with the company's results in the most recently completed
three quarters and consistent with the first quarter of 2003.
Deferrals and selections in the first quarter of 2004 increased
slightly compared to the same period a year ago, and were
consistent with overall levels of activity during the quarter.

Fred S. Zeidman, Chairman of Seitel, stated, "We've made
significant progress in the turnaround at Seitel; now that our
reorganization plan has been confirmed by the bankruptcy court,
we're continuing to work hard to emerge from bankruptcy as soon as
possible."

                     About Seitel

Seitel is a leading provider of seismic data and related
geophysical services to the oil and gas industry. Seitel's
products and services are used by oil and gas companies to assist
in the exploration, development and management of oil and gas
reserves. Seitel has ownership in an extensive library of
proprietary onshore and offshore seismic data that it has
accumulated since 1982 and which it offers for license to a wide
range of oil and gas companies. Seitel has a diversified customer
base, which includes marketing to more than 1,300 customers and
license agreements with more than 1,000 customers. Seitel's
library of 3D seismic data is one of the largest available for
licensing in the U.S. and Canada. The company owns approximately
31,800 square miles of 3D seismic data, primarily located in major
North American oil and gas producing regions. Seitel's customers
utilize this data, in part, to assist their identification of new
geographical areas where subsurface conditions are favorable for
oil and gas exploration, to determine the size, depth and
geophysical structure of previously identified oil and gas fields
and to optimize the development and production of oil and gas
reserves.


SOLUTIA INC: Retirees Want To Hire American Express As Advisor
--------------------------------------------------------------
Daniel D. Doyle, Esq., at Spencer Fane Britt & Browne, in St.
Louis, Missouri, tells the Court that the Official Committee of
Retirees requires a financial advisor to assist it in Solutia,
Inc.'s chapter 11 case.  The Retiree Committee's ability to manage
and coordinate its efforts, maximize the value of the estate for
the creditors, and participate in a Chapter 11 plan process is
dependent on, among other things, the retention and dedication of
a financial advisor who possesses strong experience in the
bankruptcy field, as well as other requisite knowledge and
skills.  The Retiree Committee believes that a financial advisor
with strong financial management, financial reporting, bankruptcy
negotiation experience and leadership is critical.

Accordingly, the Retiree Committee seeks the Court's authority to
retain Scott P. Peltz and American Express Tax & Business
Services, Inc., as its Financial Advisor.

Mr. Doyle relates that Mr. Peltz and American Express are highly
qualified to be the financial advisor for the Retiree Committee.  
Mr. Peltz is a certified public accountant.  Mr. Peltz is
currently a Senior Managing Director at American Express,
Chairman of American Express' National Corporate Recovery
Practice, and Chairman of American Express' Litigation Service
Division.  Mr. Peltz has been employed in this capacity with
American Express and its predecessor firm since 1997.

American Express is the ninth largest accounting and financial
services firm in the United States with over 2,800 professionals.  
The firm has a prominent bankruptcy and litigation services
practice with specialized knowledge in business analysis,
corporate finance, accounting, valuation, forensic investigation,
actuarial and other areas relevant to the case.

Mr. Peltz and American Express have been involved as a financial
advisor in many large national and international corporate
bankruptcies including Outboard Marine Corporation, Bridge
Information Systems, and National Century Finance.

According to Mr. Doyle, American Express' services to the Retiree
Committee will include:

   (a) consulting with Solutia, Inc., the Retiree Committee and
       other parties-in-interest concerning administration of the
       estate;

   (b) investigating the acts, conduct assets, liabilities and
       financial condition of Solutia, the operation of its
       business and the desirability of the continuance of the
       business and any other matter relevant to the case of the
       retiree issues;

   (c) analyzing the Debtors' operating budgets, cash flow
       projections, DIP financing and other financial information
       and report findings to the Retiree Committee;

   (d) advising the Retiree Committee on asset valuation and
       related issues;

   (e) assisting and advising the Retiree Committee in
       developing, evaluating, structuring or negotiating the
       terms and conditions of a Chapter 11 reorganization plan
       with respect to retiree claims and rights;

   (f) evaluating and monitoring contemplated sales or transfers
       of the Debtors' business or assets;

   (g) advising the Retiree Committee on the status of the asset
       sales process, related negotiations and the desirability
       of proposals received for contemplated sales or transfers
       of the Debtors' businesses or assets;

   (h) providing litigation support services, advice and
       testimony, to the extent necessary, in any proceeding
       before the Bankruptcy Court;

   (i) providing the Retiree Committee with other accounting and
       financial advisory services as the Retiree Committee may
       require during the course of the Debtors' Chapter 11
       cases;

   (j) reviewing documentation related to claims held by various
       groups of Retirees;

   (k) coordinating with The Segal Company to evaluate proposals
       concerning retiree benefits; and

   (l) consulting with The Segal Company regarding findings from
       actuarial benefits consulting to assist the retiree in
       formulating a plan.

American Express' professionals are billed the same rates in both
bankruptcy and non-bankruptcy matters.  Mr. Peltz will be billed
at $390 per hour.  Should additional employees be added to the
engagement, their hourly fees would be:

         Managing Directors and Directors    $315 - 390
         Senior Managers and Managers         175 - 280
         Consultants and other Staff           90 - 210

The Debtors will also reimburse Mr. Peltz and American Express
for all reasonable out-of-pocket expenses incurred in connection
with the engagement.

Mr. Peltz assures the Court that he and American Express are
"disinterested persons" as defined in Section 101(14) of the
Bankruptcy Code.  Mr. Peltz relates that American Express'
engagement to provide services to the Retiree Committee does not
provide a conflict, except:

   (a) American Express is a subsidiary of American Express
       Company.  Both have many relationships with banks, lenders
       and other financial institutions.  American Express has
       not identified any relationships that represent an adverse
       conflict in these cases.  Existing relationships, if any,
       will not impair American Express' ability to provide the
       services.  If American Express becomes aware of a
       conflict, it will notify the Court and parties-in-
       interest; and

   (b) American Express is employed in various bankruptcy and
       non-bankruptcy matters throughout the country.  Other
       professionals may also be involved in various capacities
       in other cases.  These relationships will not impair
       American Express' ability to be disinterested or to act
       independently in these cases.

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)


SONTRA MEDICAL: First Quarter 2004 Net Loss Widens to $1.4 Million
------------------------------------------------------------------
Sontra Medical Corporation (Nasdaq SC: SONT) announced financial
results for the first quarter ended March 31, 2004. For the three
months ended March 31, 2004, the net loss applicable to common
stockholders was $1,403,000, or $.11 per share, as compared to
$951,000, or $.10 per share, for the same period in 2003.

The Company's cash balance increased from $4,869,000 at December
31, 2003 to $6,273,000 at March 31, 2004. On January 15, 2004, the
Company received a $1.5 million payment from Bayer Health Care
LLC's Diagnostic Division pursuant to a license agreement executed
in July 2003 for Sontra's non-invasive glucose monitoring
technology. Also during the first quarter, Sontra realized net
proceeds of $1,036,000 from the exercise of warrants to purchase
common stock issued in 2003.

                First Quarter 2004 Highlights

    * In February, the FDA granted the Company the first 510(k)
      marketing clearance for SonoPrep(R) for use in
      electrophysiology applications.

    * In early March, the Company submitted a 510(k) application
      for a second indication, seeking marketing clearance to use
      SonoPrep and its topical lidocaine procedure tray to achieve
      rapid skin anesthesia.  This FDA submission was supported by
      data from three clinical studies involving approximately 500
      patients that demonstrates that rapid skin anesthesia with
      4% lidocaine was achieved within five minutes following a
      skin pretreatment with SonoPrep.

    * During the quarter, the Company received approximately $2.54
      million from a licensing payment and the exercise of
      warrants.

"We made solid progress during the first quarter in developing and
expanding the value of our product pipeline," stated Thomas W.
Davison, PhD, Sontra's President and Chief Executive Officer.
"SonoPrep skin permeation technology clearly improves the clinical
utility of topical lidocaine because existing products addressing
this $100 million market require up to a 60- minute waiting period
compared to five minutes following a skin pretreatment with
SonoPrep before effective skin anesthesia is achieved. We expect
to launch our product for this indication during the third quarter
of 2004, assuming FDA 510(k) marketing clearance. Additionally,
during 2004 we plan to conduct clinical studies demonstrating that
SonoPrep enables transdermal delivery of vaccines and other pain
drugs."

               About Sontra Medical Corporation

Sontra Medical Corporation is the pioneer of SonoPrep, a non-
invasive ultrasound-mediated skin permeation technology that
enables transdermal diagnosis and drug delivery. Sontra's products
under development include: a continuous non-invasive glucose
monitor developed in collaboration with Bayer Diagnostics; a rapid
onset (less than 5 minutes) topical anesthetic delivery system and
the use of SonoPrep for the transdermal delivery of large molecule
drugs and biopharmaceuticals. For additional information, please
visit the Company's website at http://www.sontra.com/

                         *   *   *

In its Form 10-KSB filed with the Securities and Exchange
Commission, Sontra Medical Corporation reports:

"We have a history of operating losses, and we expect our
operating losses to continue for the foreseeable future.

"We have generated limited revenues and have had operating losses
since our inception. Our historical accumulated deficit was
approximately $18,022,000 as of December 31, 2003. It is possible
that the Company will never generate any additional revenue or
generate enough additional revenue to achieve and sustain
profitability. Even if the Company reaches profitability, it may
not be able to sustain or increase profitability. We expect our
operating losses to continue for the foreseeable future as we
continue to expend substantial resources to conduct research and
development, feasibility and clinical studies, obtain regulatory
approvals for specific use applications of our SonoPrep
technology, identify and secure collaborative partnerships, and
manage and execute our obligations in strategic collaborations.

"If we fail to raise additional capital, we will be unable to
continue our development efforts and operations."


SPIEGEL: Wants To Terminate Rapid City Call Center Lease by July
----------------------------------------------------------------
Spiegel, Inc., is party to a certain lease agreement, dated
October 29, 1990, with SCC Partnership -- formerly known as SIGG
Partnership -- for a non-residential real property at 2700 North
Plaza in Rapid City, South Dakota.  The Premises is commonly
known as the Rapid City Call Center.

The Call Center consists of 43,363 square feet of space and
houses one of the call centers that provides inbound sales
services, customer service and Internet support for the Merchant
Divisions of The Spiegel Group.  The Lease commenced on July 1,
1991 for an initial term of ten years and has been renewed for a
five-year term through June 30, 2006, with a remaining option to
extend for another five years.  The annual base rent currently
payable under the Lease is about $640,000.  Spiegel estimates
that the annual real estate taxes on the Call Center is around
$143,000.  The Lease also provided for a $130,000 credit
allowance, from which Spiegel was entitled to reimbursement only
for the costs of its leasehold improvements during the first
year of the Extended Term.

Andrew V. Tenzer, Esq., at Shearman & Sterling, LLP, relates that
Spiegel wishes to close the Call Center due to the reduction in
required contact capacity associated with The Spiegel Group's
downturn in sales, and due to the migration of The Spiegel
Group's call center services to various new and more efficient
call centers located in Canada.  Furthermore, the Call Center,
due to its advanced age, would require substantial capital
investment to bring it up to current standards of operation.
Despite its commercially reasonable efforts, including newspaper
and magazine advertisement marketing campaign, Spiegel has been
unable to identify a third party who would accept an assignment
of the Lease.  Spiegel, therefore, negotiated with SCC for the
termination of the Lease effective July 31, 2004.

As part of the termination of the Lease, Spiegel and SCC have
agreed that:

   * SCC will waive its lease rejection damage claim;

   * SCC will waive any other claims arising out of the Lease
     that it may have against the Debtors; and

   * Spiegel will pay SCC in full for its prepetition claim for
     unpaid real estate taxes.

Mr. Tenzer points out that if Spiegel were to reject the Lease
instead of terminating it, SCC would have, in addition to its
$155,000 prepetition claim for real estate taxes, a lease
rejection damage claim for $777,000.  Rejection of the Lease,
therefore, would result in SCC's general unsecured claim for
$932,000.  So, by choosing instead to terminate the Lease,
Spiegel has effectively chosen to make a $155,000 prepetition
payment in satisfaction of what otherwise may be a $932,000
unsecured claim.  Spiegel believes that the recovery to general
unsecured creditors will be at a rate significantly higher than
the fractional rate at which it seeks permission to pay SCC.

In consideration for SCC's agreement to terminate the Lease, and
its waiver of lease rejection damage claim and all other claims
relating to or arising out of the Lease or the operation of the
Call Center, Spiegel will:

   (a) pay all real estate taxes owing to SCC, through July 31,
       2004, including the $155,000 that both parties agree is
       owed to SCC on account of prepetition taxes;

   (b) sell to SCC all furniture, fixtures and equipment in the
       Call Center, for $1 and other good and valuable
       consideration;

   (c) release SCC from any claims relating to or arising out of
       the Lease or the operation of the Call Center;

   (d) relinquish its rights, if any, to the Refurbishment
       Allowance, and authorizes SCC to use the Refurbishment
       Allowance to address any deferred maintenance issues that
       may arise on Spiegel's return of the Call Center to SCC;
       and

   (e) remain current on its lease payments, through July 31,
       2004, which payments include operating expenses, real
       estate taxes, insurance costs, common area maintenance
       charges, utilities, and in-suite janitorial charges in
       accordance with the Lease and Section 365(d)(3) of the
       Bankruptcy Code.

By this motion, Spiegel seeks the Court's authority to terminate
the Lease effective July 31, 2004.  Spiegel also asks Judge
Blackshear to approve the waiver of SCC's lease rejection damage
claim and the payment of SCC's claim for certain prepetition real
property taxes.

Spiegel acknowledges that the authority to pay prepetition real
estate taxes is subject to the approval of the Debtors'
postpetition secured lenders.  Mr. Tenzer informs the Court that
Spiegel is in the process of obtaining from the DIP Lenders an
amendment to the Debtors' postpetition secured financing facility
authorizing Spiegel to pay, as part of the consideration
for SCC's Waiver, the prepetition real estate taxes owed to SCC.
Spiegel anticipates that the amendment will be obtained prior to
the May 11, 2004 hearing.  Spiegel, therefore, asks the Court to
grant its request subject to its receipt of the amendment and
agreement.

Spiegel explains that if the Lease is terminated, the FF&E will
become unnecessary to the operation of its business.  Spiegel
considers the FF&E to be obsolete or outdated and burdensome or
of inconsequential value to its estates and creditors.  SCC has
agreed to purchase the FF&E from Spiegel as part of the package
in consideration for SCC's Waiver.  This arrangement saves
Spiegel the costs of removing and transporting the FF&E, and
saves Spiegel the time and inconvenience of attempting to locate
a purchaser for the FF&E.

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)   


SR TELECOM: Shareholders to Meet in Montreal Today
--------------------------------------------------
The Annual Meeting of Shareholders of SR Telecom will be held
today, May 12, 2004 at 10:00 A.M. at:

               Ambassadeur C
               Holiday Inn Montreal-Midtown
               420 Sherbrooke Street West
               Montreal, Quebec
                           
A continental breakfast will be served starting at 9:30 A.M.
Management will be available to speak with the media immediately
following the meeting.

SR Telecom's Annual Meeting will be webcast live at
http://www.srtelecom.com/

The webcast is open to Analysts, investors and media on
Wednesday, May 12, 2004 at 10:00 a.m.

     CALL:      514-227-8860
                (for all montreal and overseas participants)
                
                1-800-814-4862
                (for all other north american callers)

Please dial-in 15 minutes before the conference begins.

If you are unable to call in at this time, you may access a tape
recording of the meeting by calling 1-877-289-8525 and entering
the passcode 21050251(pound sign) on your phone. This tape
recording will be available on Wednesday, May 12 as of 4:00 P.M.
until 11:59 P.M. on Wednesday, May 19. An archive of the
conference call will also be available at
http://www.srtelecom.com/

SR TELECOM is one of the world's leading providers of Broadband
Fixed Wireless Access (BFWA) technology, which links end-users to
networks using wireless transmissions. For over two decades, the
Company's products and solutions have been used by carriers and
service providers to deliver advanced, robust and efficient
telecommunications services to both urban and remote areas around
the globe. SR Telecom's products have been deployed in over 120
countries, connecting nearly two million people.

The Company's unrivalled portfolio of BFWA products enables its
growing customer base to offer carrier-class voice, broadband data
and high-speed Internet services. Its turnkey solutions include
equipment, net work planning, project management, installation and
maintenance.

SR Telecom is an active member of WiMAX Forum, a cooperative
industry initiative which promotes the deployment of broadband
wireless access networks by using a global standard and certifying
interoperability of products and technologies.

                     *   *   *

As reported in the Troubled Company Reporter's May 05, 2004
edition, Standard & Poor's Ratings Services lowered its long-term
corporate credit and senior unsecured debt ratings on SR Telecom
Inc. to 'CCC' from 'CCC+'. The outlook is negative.

"The ratings action reflects continued poor operating performance
and material negative free operating cash flow in 2003, and
follows the company's announcement that it plans to undertake
additional restructuring of its operations," said Standard &
Poor's credit analyst Michelle Aubin.

The negative outlook reflects the possibility that the ratings on
SR Telecom could be lowered further if the company's operating
performance and liquidity position do not improve.


SR TELECOM: Wins Major Turnkey Contract in Latin America
--------------------------------------------------------
SR Telecom(TM) Inc. (TSX: SRX; Nasdaq:SRXA) signed a frame
contract with a major telecommunications operator in Latin America
for a nationwide telecommunications infrastructure expansion and
upgrade program. The operator has selected the SR500(TM) family of
fixed wireless access systems for its comprehensive network
expansion, which is aimed at meeting universal access objectives.
This initial phase of the project calls for SR Telecom to deliver
turnkey systems valued at approximately $35 million within a nine
month period commencing in third quarter of this year. Further
deployment and expansion for this universal access program is
expected to take place over the next several years.

The operator will deploy the networks throughout the country to
provide urban-quality services to rural and remote communities.
These include first-time residential services to some areas, an
expanded payphone network and the introduction of broadband
Internet services to the rural communities. Under the terms of the
agreement, SR Telecom will also provide network planning,
installation and project management.

"This is one of the major contracts we have been negotiating over
the past months, and we are delighted that our solution has been
selected for this important nationwide network upgrade," said
Pierre St-Arnaud, SR Telecom's President and Chief Executive
Officer. "The selection of SR Telecom over several other competing
wireless suppliers is a validation of our ranking as the supplier-
of-choice for universal access wireless applications and evidence
of the strong business relationship we have built with this
customer. We look forward to working with this valued customer as
they continue to expand and upgrade their networks over the next
few years."

                        About SR500

The SR500 family of fixed wireless access systems enables
operators to extend their reach and deliver a full range of
tailor-made voice and data applications to end-users. The systems
offer bandwidth-on-demand and allow service providers to offer
bundled service packages to meet the various needs of their
customers. The SR500 system can be deployed as a standalone
wireless access technology or as an overlay network that
complements narrowband wireless local loop networks.

SR Telecom is an active member of WiMAX Forum, a cooperative
industry initiative which promotes the deployment of broadband
wireless access networks by using a global standard and certifying
interoperability of products and technologies.

                          *   *   *

As reported in the Troubled Company Reporter's May 05, 2004
edition, Standard & Poor's Ratings Services lowered its long-term
corporate credit and senior unsecured debt ratings on SR Telecom
Inc. to 'CCC' from 'CCC+'. The outlook is negative.

"The ratings action reflects continued poor operating performance
and material negative free operating cash flow in 2003, and
follows the company's announcement that it plans to undertake
additional restructuring of its operations," said Standard &
Poor's credit analyst Michelle Aubin.

The negative outlook reflects the possibility that the ratings on
SR Telecom could be lowered further if the company's operating
performance and liquidity position do not improve.
   

THERMADYNE HOLDINGS: Incurs $1 Million Net Loss in First Quarter
----------------------------------------------------------------
Thermadyne Holdings Corporation (OTC: THMD) announced a net loss
in the quarter of $1.0 million ($0.08 per share) compared to net
income in the prior year's first quarter of $1.2 million ($0.33
per share). As previously reported, the Company emerged from
bankruptcy protection in May 2003. Accordingly, results for the
period following our emergence are for the reorganized company and
reflect fresh start accounting adjustments as required by
generally accepted accounting principals (GAAP). Because of the
Company's reorganization, comparisons to the prior year may not be
meaningful.

Net sales for the first quarter of 2004 were $118.7 million, an
increase of 18.2% over first quarter 2003 net sales of $100.5
million. Both domestic and international net sales enjoyed double
digit growth. Domestic sales increased 19.7% to $66.7 million from
$55.7 million in the prior year's first quarter with increases
across all product lines. This reflects an improved economy, which
was particularly noticeable in the last half of the quarter, as
well as initiatives to recapture market share. International sales
in first quarter 2004 were $52.0 million, an increase of 16.1%
over the prior year's first quarter sales of $44.8 million.
Excluding the effects of foreign currency, international sales
declined by 2.4% in the period compared to the prior year because
of timing of shipments and the impact of the higher Euro on the
competitiveness of some European manufactured products.

Total bookings in the first quarter of 2004 were $127.7 million,
an increase of 22.3% over the first quarter of 2003, with domestic
and international bookings growing by 21.6% and 23.2%,
respectively. Excluding the effects of changes in foreign
currency, international bookings were up 3.8% compared to the
first quarter of 2003.

"After several years of declining sales comparisons, we are
encouraged by the increases realized in the first quarter," said
Paul D. Melnuk, Chairman and Chief Executive Officer. "The
increase in demand shown in the first quarter has continued early
in the second quarter, and we are hopeful this trend will
continue."

Gross margin for the first quarter of 2004 decreased by 3.2
percentage points to 32.5% from 35.7% for the first quarter last
year. The margin decline is due to: 1) additional depreciation
expense resulting from fresh-start accounting (0.8 percentage
points); 2) higher material costs (1.2 percentage points) related
to the price increases for base metals such as copper, brass, and
steel used in many of the Company's products as well as higher
prices for purchased components and finished goods; 3) increased
distributor rebate allowances (0.4 percentage points); 4)
additional inventory reserves related to our build in inventory
(0.4 percentage points); and 5) greater overhead spending for
supplies, repairs and maintenance, overtime and utilities related
to the increase in production (0.4 percentage points).

Selling, general and administrative expenses in the first quarter
of 2004 increased to $32.2 million or 27.1% of sales from $25.9
million or 25.8% of sales in the first quarter of 2003. The
majority of this increase relates to uncontrollable foreign
currency effects ($1.6 million) and one-time charges related to
factory consolidations ($2.5 million). Other factors contributing
to the increase are higher sales and marketing expenses ($1.9
million) due in large part to expenses such as sales commissions
that fluctuate with sales, and other costs ($0.3 million) such as
shipping material and supplies which have also increased as a
result of the sales growth in the first quarter. The first quarter
of 2003 included $0.3 million of cost related to an information
technology project which did not repeat into 2004.

Although a non-GAAP measure, the Company believes Adjusted
Operating Ebitda (defined as earnings before interest, taxes,
depreciation, amortization, other income and expense, costs
related to the relocation of certain of our domestic manufacturing
facilities, post retirement benefit expense, and reorganization
costs), enhances the reader's understanding of operating results
and is commonly used to value businesses by investors and lenders.
Adjusted Operating Ebitda for the first quarter of 2004 was $14.2
million compared to $13.9 million for the first quarter of 2003.

On February 5, 2004, the Company completed a private placement of
$175.0 million in aggregate principal of 9 1/4% Senior
Subordinated Notes due 2014. The net proceeds from the offering,
together with approximately $20.0 million of borrowings under a
new term loan added through an amendment and restatement to the
Company's GECC credit agreement, were used to repay all
outstanding borrowings under the existing $180.0 million senior
term loan facility and to reduce amounts outstanding under the
Company's revolving credit facility. In May the Company
registered, under the Securities Act of 1933, notes with terms
identical to the Senior Subordinated Notes in regards to an
exchange offer. The Company expects to complete the exchange offer
by the end of the second quarter.

"Our greatest challenge has been our ability to meet customer
delivery expectations, particularly in the latter half of the
quarter as bookings increased materially," said Mr. Melnuk. "This
became more challenging as the increases occurred at the same time
as we were in the midst of two significant factory consolidations.
As a result, the Company has experienced delays with the original
move schedule and will incur an additional $5.2 million of one-
time costs to complete these moves in the third quarter," he
added.

"Although I have been in my position for only a short period of
time, I have been very encouraged by the strong level of customer
support for our brands in spite of the Company's difficulties over
the last several years," said Mr. Melnuk. "Moreover, I am
confident that our renewed commitment to meet our customer's
expectations in terms of product performance, quality, price, and
availability will result in Thermadyne recapturing market share as
we move forward," he added.

                    About Thermadyne

Thermadyne, headquartered in St. Louis, Missouri, is a leading
global marketer of cutting and welding products and accessories
under a variety of brand names including Victor, Tweco / Arcair,
Thermal Dynamicsr, Thermal Arc, Stoody, GenSet and Cigweld. Its
common shares trade on the OTC Bulletin Board under the symbol
THMD. For more information about Thermadyne, its products and
services or to obtain information regarding the May 10th
conference call, visit the Company's web site at
http://www.Thermadyne.com/

                       *   *   *

As reported in the Troubled Company Reporter's January 22, 2004
edition, Standard & Poor's Ratings Services assigned its 'B+'
corporate credit rating to St. Louis, Mo.-based Thermadyne
Holdings Corp. The outlook is stable.
     
At the same time, Standard & Poor's assigned a 'B-' rating to the
firm's $165 million senior subordinated notes, due 2014, to be
issued in accordance with SEC Rule 144A and with registration
rights. Proceeds from the offering, together with a new $20
million bank term loan, will be used to redeem the firm's existing
term loan.
     
Thermadyne emerged from bankruptcy in May 2003, reducing its debt
to about $225 million, from about $800 million at the time of the
Chapter 11 bankruptcy filing in November 2001.
     
"The balance sheet is still aggressively leveraged, but
Thermadyne's debt burden is much more manageable," said Stnadard &
Poor's credit analyst Daniel DiSenso.
     
Thermadyne is implementing a number of steps to regain lost market
share and to improve operating efficiencies and performance,
including, revamping its sales organization, expanding the product
offering globally, moving some manufacturing to lower-cost
countries, and standardizing information systems around one common
hardware and software platform.


TRICO MARINE: Reports $16.5 Million First Quarter 2004 Net Loss
---------------------------------------------------------------
Trico Marine Services, Inc. (Nasdaq: TMAR) announced a net loss
for the first quarter of 2004 of $16.5 million, or $(0.45) per
share (diluted), on revenues of $23.6 million. This compares to a
net loss of $13.5 million, or $(0.37) per share (diluted), on
revenues of $29.0 million for the first quarter of 2003. The 2003
first quarter net loss includes a gain of $0.5 million on the sale
of a crew boat.

Day rates for the Company's Gulf class supply boats averaged
$4,287 with utilization of 43% in the first quarter of 2004,
compared to $5,277 with utilization of 47% in the first quarter of
2003. North Sea day rates averaged $10,461 with utilization of 68%
in the first quarter of 2004, compared to $10,459 with utilization
of 80% for the first quarter of 2003. The crew and line handlers
averaged $2,494 with utilization of 84% in the first quarter of
2004 compared to $2,762 with utilization of 68% in the first
quarter of 2003.

Direct vessel operating expenses decreased in the first quarter of
2004 to $18.1 million, compared to $20.5 million for the first
quarter of 2003, due primarily to reduced labor and maintenance
costs, particularly in the North Sea, as a result of the Norwegian
government increasing their partial reimbursement of crew costs,
and the sale of a large North Sea vessel in September 2003.

Negative operating results since 2002 have led the Company to
complete steps to enhance liquidity. As part of this program, the
Company sold vessels in September 2003 and refinanced its U.S.
revolving credit facility in February 2004. The Company entered
into a senior secured credit facility (the "2004 Term Loan") which
increased available liquidity and eliminated restrictive
performance covenants. With the net proceeds of the 2004 Term Loan
of $51.4 million, the Company used $31.0 million to repay and
retire the U.S. revolving credit facility, and will use the
remaining funds to fund operating, capital and debt service
requirements.

Notwithstanding the efforts it has taken, the Company's financial
position has continued to deteriorate since 2002, principally due
to its leveraged condition and continued operating losses. As a
result of these concerns, the Company decided to proactively
address its financial leverage and liquidity situation while it
has sufficient cash resources to allow it to pursue a variety of
alternatives. On April 27, 2004, the Company announced that it had
retained legal and financial advisors to assist in its objective
of fundamentally restructuring the Company's capital structure.

The Company's Board of Directors, management and advisors have
initiated a review of a wide range of restructuring alternatives.
On May 10, 2004, the Company announced that it intends to utilize
a 30-day grace period with regard to the $11.1 million interest
payment due May 15, 2004 on its Senior Notes. This non-payment
will not constitute an event of default under the indenture
governing the Senior Notes unless such non-payment continues
following the expiration of a 30-day grace period. No decision has
been made as to whether the Company will make the interest payment
before the expiration of the grace period.

                   About Trico Marine

Trico Marine provides a broad range of marine support services to
the oil and gas industry, primarily in the Gulf of Mexico, the
North Sea, Latin America, and West Africa. The services provided
by the Company's diversified fleet of vessels include the marine
transportation of drilling materials, supplies and crews, and
support for the construction, installation, maintenance and
removal of offshore facilities. Trico has principal offices in
Houma, Louisiana, and Houston, Texas. Visit our website at
http://www.tricomarine.com/

                        *   *   *

As reported in the Troubled Company Reporter's March 15, 2004
edition, Standard & Poor's Ratings Services lowered its issuer
credit and senior unsecured ratings on Trico Marine Services Inc.
to 'CCC+' and 'CCC-', from 'B-' and 'CCC', respectively, and
removed them from CreditWatch with negative implications, where
they were placed on Nov. 24, 2003 following the announcement that
Trico would likely violate covenants under its U.S. bank credit
facility. The outlook is negative.

"The rating actions reflect reduced expectations for liquidity and
earnings in the near term," noted Standard & Poor's credit analyst
Paul B. Harvey. "Trico is estimated to currently have about $66
million of liquidity versus roughly $50 million of expenses and
$11.4 million of debt amortization on its NOK 800 million
(currently about $113.2 million) credit facility. Poor operating
conditions in its Gulf of Mexico and North Sea markets have led to
fourth-quarter 2003 and expected first-quarter 2004 EBITDA that is
well-below expectations, and could be a harbinger of future 2004
results," he continued.

Based on current market conditions, absent an unexpected large
increase in day rates, Trico will likely struggle to maintain the
necessary level of liquidity to fund operating expenses and
interest payments through 2005.


TRICO MARINE: Elects to Defer Interest on 8-7/8% Senior Notes
-------------------------------------------------------------
Trico Marine Services, Inc. (Nasdaq: TMAR) announced that it will
utilize its 30-day grace period relating to the payment of
interest under its outstanding $250 million 8-7/8% senior notes
due 2012. The non-payment of the interest due on May 15, 2004 does
not constitute an event of default under the indenture governing
the Senior Notes unless such non-payment continues following the
expiration of a 30-day grace period. No decision has been made as
to whether Trico will make the interest payment before the
expiration of the grace period.

As Trico considers its financial alternatives, the Company's cash
reserves and current revenue generation are sufficient to maintain
normal operations, including timely payments to all employees,
suppliers and vendors. The decision to utilize its grace period
with respect to the interest payment will not impact its day-to-
day operations.

Consistent with its objective of reviewing financial restructuring
alternatives, Trico has entered into discussions with financial
and legal advisors to an ad hoc committee of noteholders who
represent that they hold, in the aggregate, not less than 80
percent of the Senior Notes.

Trico filed its Form 10-Q for the quarter ended March 31, 2004
with the Securities and Exchange Commission. The Company will not
host a conference call relating to results for the period.

                    About the Company

Trico Marine provides a broad range of marine support services to
the oil and gas industry, primarily in the Gulf of Mexico, the
North Sea, Latin America, and West Africa. The services provided
by the Company's diversified fleet of vessels include the marine
transportation of drilling materials, supplies and crews, and
support for the construction, installation, maintenance and
removal of offshore facilities. Trico has principal offices in
Houma, Louisiana, and Houston, Texas. Visit the company's website
at http://www.tricomarine.com/


UNITED AIRLINES: Appoints Scott Dolan As United Cargo President
---------------------------------------------------------------
UAL Corporation  (OTCBB:UALAQ.QB), parent of United Airlines,
named Scott Dolan president-United Cargo and senior vice
president-United Airlines.  In this role, Dolan will have
worldwide responsibility for United's cargo division, including
revenue, marketing, operations, product quality and customer
service.  Dolan comes to United from Atlas Air Worldwide Holdings
in Purchase New York, the parent company of Atlas Air Inc. and
Polar Air Cargo.  He will report to Pete McDonald, executive vice
president-Operations, and his employment is effective May 1.  
Dolan's immediate focus will be on improving cargo reliability and
revenue.

"Throughout his career, Scott has proven he is a strong leader
with the skills necessary to take on a challenging environment,"
McDonald said.  "I am very pleased he has chosen to take another
step forward in his career by joining our team of dedicated and
talented people we have here at United.  I know it was a very
difficult decision for him to leave his current role at Atlas and
we are fortunate to have him."

Dolan is currently Senior Vice President and Chief Operating
Officer with Atlas Air Worldwide Holdings.  Prior to joining
Atlas, he was with General Electric where he held a number of
positions in the U.S. and abroad before being assigned to G.E.
Capital Aviation Services in 1999 to consult on the company's
investment in Polar Air Cargo.  One year later he left GE to
become a full time member of Polar's Executive team as Vice
President of Operational Performance and Quality.  In 2002,
shortly after Atlas bought Polar, Dolan accepted the position of
Vice President of Business Integration and soon after was named
the company's Vice President of Operations.  In July 2003, he was
promoted to his current role as Chief Operating Officer.  Dolan's
main focus in his career at Atlas and Polar has been on cost-
reduction, efficiency and reliability.

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)   


VITAL BASICS INC: Case Summary & 23 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Vital Basics, Inc.
             100 Commercial Street, Suite 200
             Portland, Maine 04101

Bankruptcy Case No.: 04-20734

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      Vital Basics Media, Inc.                   04-20735

Type of Business: The Debtor is engaged in the business of
                  Sales, through direct consumer marketing and
                  at retail, of nutraceutical and related
                  products throughout the United States and
                  Canada.  See http://www.vitalbasics.com/

Chapter 11 Petition Date: May 10, 2004

Court: District of Maine (Portland)

Judge: James B. Haines Jr.

Debtors' Counsel: George J. Marcus, Esq.
                  Marcus, Clegg & Mistretta, PA
                  100 Middle Street, East Tower
                  Portland, ME 04101-4102
                  Tel: 207-828-8000

                                  Total Assets    Total Debts
                                  ------------    -----------
Vital Basics, Inc.                  $6,291,356    $16,314,589
Vital Basics Media, Inc.              $378,308       $179,242

A. Vital Basics, Inc.'s 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
HVL, Inc.                                $3,061,980
600 Boyce Road
Pittsburgh, PA 15205

Creative Health Institute                  $800,000
4251 FM 2181, Suite 230-515
Corinth, TX 76210

DK and Associates                          $722,342
560 Sylvan Ave. Ste 3
Englewood Cliffs, NJ

Valassis                                   $494,314
P.O. Box 71645
Chicago, IL 60694

Ship-Right Solutions, LLC                  $345,720
942 Main St.
Westbrook, ME 04092-2824

PAX-TV                                     $272,097
P.O. Box 930467
Atlanta, GA

Collier Shannon Scott, PLLC                $263,230
3050 K St. NW Ste 400
Washington, DC 20007-5100

Parade Publications                        $186,803

USA Weekend                                $141,413

Cyber City Teleservices                    $121,991

Wolff & Samson, Inc.                        $70,640

Science Channel                             $62,290

National Broadcasting Company               $62,050

Zimmerman & Partners Advertising, Inc.      $61,000

Kelley Drye & Warren LLP                    $60,824

Carsey Werner                               $59,900

History Channel                             $59,200

Moon, Moss, McGill, Hayes & Shapiro PA      $57,560

Citadel Communications                      $54,210

MCI/Worldcom                                $51,472

B. Vital Basics Media, Inc.'s 3 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Andy Siegel                                $200,000

CBSi Membership Services                    $47,204

Powerspace                                   $6,750


VLASIC: Provides Update on $250 Mil. Lawsuit Against Campbell Soup
------------------------------------------------------------------
On March 22, 2004, testimony began in the lawsuit commenced by
VFB, LLC, against Campbell Soup Company before the United States
District Court for the District of Delaware.

In her opening statement, Robin Russell, Esq., at Andrews &
Kurth, on behalf of VFB, told District Court Judge Kent A. Jordan
that, indeed, the 1998 spin-off by Campbell of several of its
non-core businesses to Vlasic Foods International, Inc., was "a
spin gone bad."

VFB will present evidence, which will ultimately boil down to:

   (a) Campbell's putting too much debt on Vlasic; and

   (b) Campbell's knowledge that Vlasic did not have enough
       earnings to support that debt.

Ms. Russell argued that VFB should prevail in the lawsuit because
evidence that will be presented will specifically show that:

   -- the businesses transferred into Vlasic were
      underperforming;

   -- there was too much debt put on Vlasic, and as a result,
      there was no reasonably equivalent value because the
      earnings could not support that debt; and

   -- Vlasic's ultimate failure was completely foreseeable.

"[B]asically there was no dramatic, unexpected, unforeseeable
event that caused [Vlasic's] bankruptcy.  What caused this
bankruptcy was too much debt," Ms. Russell said.  

The witnesses that will give testimony for VFB include:

     Witnesses           Relevant Position
     ---------           -----------------
     William Lewis       VFI Chief Financial Officer
     Bruce Pfleuger      Vlasic Farms Logistics
     James M. Dorsch     VFI General Manager
     Gene Trombley       VFI Logistics
     Bob Bernstock       VFI Chief Executive Officer

Expert testimony will be presented in August 2004.

On Campbell's behalf, Mike Schwartz, Esq., at Wachtell, Lipton,
Rose & Katz, argued that the lawsuit is without merit.  Mr.
Schwartz asserted that VFB will not be able to point anyone at
the time of the spin-off, who believed that Vlasic was:

   -- insolvent;

   -- unable to pay its debts as it became due;

   -- inadequately capitalized; or

   -- worth less than the amounts of money that were transferred
      to Campbell.

Contrary to VFB's assertions, during the spin-off, many believed
that Vlasic was a successful and viable company.  According to
Mr. Schwartz, these believers include:

   (1) Campbell's Board of Directors who approved the
       transaction,

   (2) J.P. Morgan, Chase, Wachovia, Mellon,

   (3) the Campbell executives,

   (4) Goldman Sachs & Co.,

   (5) Boston Consulting Group,

   (6) Deloitte & Touche,

   (7) PricewaterhouseCoopers, and

   (8) members of the Dorrance family.

Mr. Schwartz told the District Court that Campbell's board is "a
very distinguished Board," which boasts of members that included
the former chairman of American Express, the president of GTE,
financial professionals, including the "man who runs the money
for Princeton University and Williams College."  Mr. Schwartz
noted that the Campbell Board was even selected by the Business
Week magazine as the very best Board in the whole country in the
year it approved the spin-off.  The Board also got the accolade
the year before.

These people, according to Mr. Schwartz, saw a very different
perspective of the spin-off valuations:

   (a) A business that would be led by two American icons, Vlasic
       and Swanson, that benefited from 90% consumer awareness
       and a history of stability;

   (b) A business, 80% of whose EBITDA came from the Vlasic and
       Swanson brands;

   (c) A Swanson brand which, although undermanaged before the
       spin-off, nonetheless remained the market leader, that was
       number one everywhere it plays, in a product category that
       exhibits steady growth;

   (d) The Vlasic Pickles brand that was also undermanaged prior
       to spin-off but which also remained the market leader in a
       product category that exhibits steady growth;

   (e) Two market leaders anchored a company whose businesses
       over the years generate strong recurring cash flow and
       steady predictable EBITDA; and

   (f) A business which offers key investment strengths,
       including number one brands in stable categories,
       consistent cash flow from branded food portfolio, and an
       experienced management team incented to perform.

Mr. Schwartz also pointed out the absolute implausibility of
VFB's claim that the spin-off was an actual fraudulent
conveyance, an actual fraud of creditors.

Mr. Schwartz reminded the Court that in June 1999, 15 months
after VFB claimed that Vlasic was insolvent, Vlasic successfully
conducted a $200,000,000 bond offering.  The bond offering was
successful even though, as VFB made it clear, Vlasic experienced
serious business reverses.

Judge Jordan met with the counsel in his chambers during a short
recess and suggested that the parties enter into mediation before
Magistrate Judge Mary Pat Thynge. (Vlasic Foods Bankruptcy News,
Issue No. 42; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


WEIRTON: FW Holdings Replaces Counsel McGuireWoods with Greenebaum
------------------------------------------------------------------
Mark E. Kaplan, President of Debtor FW Holdings, Inc., reports
that McGuireWoods, LLP, represented both Debtors Weirton Steel
Corporation and FW Holdings in each of their bankruptcy
proceedings.  Recently, however, a potential conflict became
evident that may prohibit McGuireWoods from continuing its dual
representation of Weirton Steel and FW Holdings.  

This potential conflict is most clearly demonstrated by the
counterclaim against FW Holdings in a pending adversary
proceeding styled as FW Holdings, Inc., v. MABCO Steam Co., LLC.  
Hence, FW Holdings does not believe that it is in its best
interest for McGuireWoods to continue to represent them.  

On April 13, 2004, FW Holdings contacted Greenebaum Doll &
McDonald, PLLC, about possibly replacing McGuireWoods as its
counsel in its bankruptcy proceeding.  Accordingly, FW Holdings
sought and obtained the Court's authority to employ Greenebaum
Doll as its counsel, nunc pro tunc to April 13, 2004.

Greenebaum Doll will:

   (a) serve as attorneys of record in all aspects of the
       Chapter 11 case and in any adversary proceedings commenced
       in connection with the case, and to provide representation
       and legal advice to FW Holdings throughout its case;

   (b) consult with the U.S. Trustee, any statutory committee and
       its counsel, any unofficial committee and its counsel, and
       all other creditors and parties-in-interest concerning the
       administration of the case;

   (c) take all necessary steps to protect and preserve FW
       Holdings' estate;

   (d) assist in the disclosure and confirmation processes of FW
       Holdings;

   (e) provide all other legal services required by FW Holdings;
       and

   (f) assist FW Holdings in discharging its duties as the
       debtors-in-possession in connection with the Chapter 11
       case.

FW Holdings agree to pay Greenebaum Doll a $10,000 retainer for
its services.  Greenebaum Doll propose to keep the retainer in
its escrow account until the final fee application is ruled upon
by the Court or the Court otherwise orders its distribution.  FW
Holdings will pay fees to Greenebaum Doll based on the time spent
in rendering the subject legal services.  FW Holdings will be
charged the same hourly rates that Greenebaum Doll charges its
other clients for comparable services.  The current standard
hourly rates of the attorneys and paralegals expected to perform
legal services range from $75 to $350 per hour.  These rates are
subject to periodic adjustment.  FW Holdings will also reimburse
Greenebaum Doll for the actual out-of-pocket expenses that it
incurs in rendering its services.

Michael G. Shaikun, Esq., a Greenebaum Doll member, assures the
Court that the firm is a disinterested person as defined in
Section 101(14) of the Bankruptcy Code. (Weirton Bankruptcy News,
Issue No. 25; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


WESTPOINT: Balance Sheet Insolvency Tops $972MM at March 31, 2004
-----------------------------------------------------------------
WestPoint Stevens Inc. (OTC Bulletin Board: WSPT) reported results
for the first quarter ended March 31, 2004.

The Company's net sales for the first quarter of 2004 increased
5.4% to $399.6 million compared with $379.3 million a year ago.
Bed Product sales increased 9%, Bath Product sales increased 10%
and Other (Mill Stores and International) sales decreased 31%,
primarily from a reduction in the Company's mill store sales as a
result of restructuring initiatives that have reduced the total
number of retail stores to 38 from 57 in the year ago period.
Furthermore, one of the Company's foreign subsidiaries, WestPoint
Stevens (Europe) Ltd., filed for bankruptcy in the United Kingdom
in August of 2003 and is in the process of liquidating. WestPoint
Stevens Stores' same- store sales increased 6% in the first
quarter of 2004 versus the year ago period.

Net income for the first quarter of 2004 was a loss of $14.9
million or $0.30 per diluted share compared with a loss of $16.9
million or $0.34 per diluted share in 2003.

Loss before taxes for the first quarter of 2004 was $21.2 million
compared with a loss before taxes in 2003 of $26.4 million.
Included in the first quarter of 2004 were $7.8 million in
expenses related to the Company's restructuring initiatives, and
$8.1 million in expenses related to the current bankruptcy
proceedings compared with $4.3 million in expenses in the first
quarter of 2003 related to WestPoint Stevens previously announced
restructuring initiatives.

M. L. "Chip" Fontenot, WestPoint Stevens President and CEO
commented, "The first quarter saw continued improvement in the
retail environment. Against this backdrop we are maintaining the
high service levels that our customers expect from WestPoint
Stevens and remain adequately funded with availability under our
$300 million debtor-in-possession facility of $134 million at the
end of the first quarter."

Mr. Fontenot continued, "The Company is continuing to move forward
on a consensual basis with negotiating new terms for a Chapter 11
plan of reorganization with all its major creditor constituencies
and has recently received an extension of its exclusive period to
file such a plan through July 29, 2004."

At March 31, 2004, WestPoint Stevens Inc.'s balance sheet shows a
stockholders' equity deficit of $971,653,000 compared to a deficit
of $949,135,000 at December 31, 2003

                  About WestPoint

WestPoint Stevens Inc. is the nation's premier home fashions
consumer products marketing company, with a wide range of bed
linens, towels, blankets, comforters and accessories marketed
under the well-known brand names GRAND PATRICIAN, PATRICIAN,
MARTEX, ATELIER MARTEX, BABY MARTEX, UTICA, STEVENS, LADY
PEPPERELL, SEDUCTION, VELLUX and CHATHAM -- all registered
trademarks owned by WestPoint Stevens Inc. and its subsidiaries --
and under licensed brands including RALPH LAUREN HOME, DISNEY HOME
and GLYNDA TURLEY. WestPoint Stevens can be found on the World
Wide Web at http://www.westpointstevens.com/


WILLIAMS COMPANIES: Redeeming About $1.1 Billion Outstanding Notes
------------------------------------------------------------------
Williams (NYSE: WMB) and its wholly owned subsidiary, Williams
Production RMT Co., are commencing cash tender offers for
approximately $1.1 billion aggregate principal amount of specified
series of outstanding notes.

The companies are offering to purchase the outstanding notes in
order to decrease their debt, reduce their annual interest expense
and reduce administrative costs associated with the various debt
issues.

Williams is offering to purchase any and all of the approximately
$114 million outstanding principal amount of its 6.625 percent
Notes due Nov. 15, 2004. In addition, the companies are offering
to purchase up to $1.0 billion of certain of their specified
series of notes maturing in 2006 through 2009 as listed in the
table below.

The tender offers are scheduled to expire at 5 p.m. Eastern on
Tuesday, June 8, 2004 -- the expiration date -- unless extended or
earlier terminated. Holders of notes must tender and not withdraw
their notes prior to 5 p.m. Eastern on the expiration date to
receive the tender offer consideration described in the table
below. Holders of notes must tender and not withdraw their notes
prior to 5 p.m. Eastern on Wednesday, May 19, 2004 -- the early
tender date -- unless extended, to receive the total consideration
described in the table below, which includes an early tender
payment.

In addition to the tender offer consideration or the total
consideration, which includes the early tender payment, as
applicable, accrued interest up to, but not including, the
settlement date will be paid in cash on all validly tendered notes
accepted in the tender offers. The settlement date will follow
promptly after the expiration date and currently is expected to be
Thursday, June 10, 2004.

Certain of the outstanding notes the companies seek to purchase
were originally issued by Barrett Resources Corp., Williams
Holdings of Delaware, Inc. and MAPCO Inc.

In the event that more than $1.0 billion aggregate principal
amount of notes that mature in 2006 through 2009 are tendered,
Williams will only purchase $1.0 billion aggregate principal
amount of such tendered notes, and Williams will accept tendered
notes of each series according to the acceptance priority level
specified for such series in the table above. All tendered notes
having a higher acceptance priority level will be accepted before
any tendered notes having a lower acceptance priority level are
accepted. For a particular series of notes that has some, but not
all, tendered notes accepted, all tenders of notes of that series
will be accepted on a pro rata basis according to the principal
amount tendered.

In connection with the offer for the 7.55 percent senior notes due
2007, originally issued by Barrett Resources Corp., Williams
Production RMT Co. is soliciting consents to proposed amendments
to the indenture governing the notes that would eliminate or amend
substantially all of the restrictive covenants and certain events
of default. The tender offers are not conditioned upon receiving
the minimum required consents to amend the indenture.

The tender offers and consent solicitations are being made
pursuant to an Offer to Purchase and Consent Solicitation
Statement dated May 10, 2004 which sets forth a more comprehensive
description of the terms of the tender offers and consent
solicitation.

Williams has retained Lehman Brothers Inc. to serve as the lead
dealer manager; Banc of America Securities LLC, Barclays Capital
Inc., Greenwich Capital Markets, Inc., J.P. Morgan Securities
Inc., Merrill Lynch & Co. and Scotia Capital (USA) Inc. to serve
as co-dealer managers, and D.F. King & Co., Inc. to serve as the
information agent for the tender offer.

Requests for documents may be directed to D.F. King & Co., Inc. by
telephone at (800) 848-2998 or (212) 269-5550 or in writing at 48
Wall Street, 22nd Floor, New York, NY, 10005. Questions regarding
the tender offer may be directed to Lehman Brothers, at (800) 438-
3242 or (212) 528-7581.

                      About Williams

Williams, through its subsidiaries, primarily finds, produces,
gathers, processes and transports natural gas. Williams' gas
wells, pipelines and midstream facilities are concentrated in the
Northwest, Rocky Mountains, Gulf Coast and Eastern Seaboard. More
information is available at http://www.williams.com/

                        *   *   *

As reported in the Troubled Company Reporter's April 16, 2004
edition, Standard & Poor's Ratings Services assigned its 'B+'
rating to The Williams Cos. Inc. Credit Linked Certificate Trust's
$400 million 6.75% fixed-rate certificates due April 15, 2009.

The rating reflects the credit quality of The Williams Cos. ('B+')
as the borrower under the credit agreement, and Citibank N.A.
('AA/A-1+') as swap counterparty, seller under the
subparticipation agreement, and account bank under the certificate
of deposit.

The rating addresses the likelihood of the trust making payments
on the certificates as required under the amended and restated
declaration of trust.


WOMEN FIRST: First Creditors' Meeting Scheduled on June 4, 2004
---------------------------------------------------------------
The United States Trustee will convene a meeting of Women First
Healthcare, Inc.'s creditors at 10:00 a.m., on June 4, 2004 in
Room 2112 on the 2nd Floor of the J. Caleb Boggs Federal Building,
844 North King Street, Wilmington, Delaware.  This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

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

Headquartered in San Diego, California, Women First HealthCare,
Inc. -- http://www.womenfirst.com/-- is a specialty  
pharmaceutical company dedicated to improve the health and
well-being of midlife women. The Company filed for chapter 11
protection on April 29, 2004 (Bankr. Del. Case No. 04-11278).
Michael R. Nestor, Esq., and Sean Matthew Beach, Esq., at Young
Conaway Stargatt & Taylor represent the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $49,089,000 in total assets and
$73,590,000 in total debts.


WORLDCOM INC: Inks Stipulation Resolving Government Claim Dispute
-----------------------------------------------------------------
The Worldcom Inc. Debtors want to settle certain
telecommunications services disputes with the United States
Government, on behalf of the United States General Services
Administration and Relator John Russo.  The Department of Justice
and the U.S. Attorney's Office for the Central District of
California represent the Government.

Mr. Russo, a resident of San Diego, California, filed a qui tam
action in the U.S. District Court for the Central District of
California.  He also filed Claim No. 15836 against the Debtors'
estates along with Claim Nos. 37209, 37210 and 37211 filed by the
Justice Department that remain pending in the Bankruptcy Court.

The GSA and the Debtors entered into FTS2001 Contract in January
1999, under which the Debtors provided telecommunications
services to the U.S. Government.  The FTS2001 Contract permits
the Debtors to charge the Government Pre-Subscribed Interexchange
Carrier Charges fees pursuant to Clause H.29.  The PICC fees are
fees that long distance telephone companies pay to local
telephone companies to help them recover the costs of providing
outside telephone wires, underground conduits, and other
facilities that link each telephone customer to the telephone
network.

In the Civil Action, Mr. Russo alleges that the Debtors defrauded
the U.S. Government by systematically charging inflated PICC fees
as "pass-through" surcharges under the FTS2001 Contract when the
Debtors had actually only been charged a fraction of those
amounts by the local telephone service carriers.  Mr. Russo also
alleges that the PICC fees WorldCom charged the Government failed
to reflect that many local telephone service carriers, like
Pacific Bell, had either reduced or eliminated their PICC charges
to the Debtors for Centrex and Multi-line business lines.

The Debtors argue that the FTS2001 Contract has at all times
contained two different versions of Clause H.29:

   (a) One version of the Clause restricts the Debtors to a "pass
       through" to the GSA of the Debtors' actually incurred PICC
       costs; and

   (b) The second version of the Clause appearing in Contract
       Section H.29 permits the Debtors to charge the GSA for
       PICC in excess of PICC costs that they actually incurred.

The Debtors assert that, pursuant to their interpretation of the
FTS2001 Contract Clause H.29, they were permitted to charge the
GSA for PICC in excess of the PICC costs they actually incurred.

The U.S. Government and Mr. Russo argue that the Debtors were not
permitted to charge more than the costs they actually incurred.  
The Government and Mr. Russo also insist that both versions
required the Debtors to maintain documentation that their PICC
fees did not exceed the actual PICC charges that they paid to
local telephone service carriers.  The Debtors knowingly passed
through to the Government costs and fees for PICC in excess of
the costs and fees that the Debtors were allowed to assess under
the FTS2001 Contract.  The allegations in the Civil Action and
the Bankruptcy Claims pertain to the period of time from
January 10, 1999 through March 31, 2004.

The U.S. Government also asserts civil claims against the Debtors
under the False Claims Act and common law doctrines for engaging
in the Covered Conduct.

The Debtors do not dispute that they overcharged the U.S.
Government for PICC costs.  However, the Debtors deny the
Government and Mr. Russo's allegations.  The Debtors asserted
that they properly billed the Government for PICC charges
pursuant to their interpretation of the terms of the FTS2001
Contract Clause H.29.

To resolve their disputes on the alleged claims, the parties
entered into a settlement agreement.

As approved by the Court, the Settlement Agreement provides that:

   (a) The Debtors will pay the Government $27,000,000 and
       will reduce the bills they submit to the GSA in the future
       by an amount equal to the amount the GSA has paid to them
       for PICC since July 1, 2003.  The Credit Amount is
       estimated at $670,000 in actual credits, exclusive of
       taxes and other charges;

   (b) The Government will pay Mr. Russo $4,261,500 from the
       Debtors' Payment as Mr. Russo's share of the proceeds
       pursuant to Section 3730(d) of the Money and Finance Code;

   (c) When the Settlement Amount is paid in full, including the
       reduction of the Debtors' future bills to the GSA in an
       amount equal to the Credit Amount, the Government will
       release the Debtors and all parties-in-interest from any
       civil or administrative monetary claim the Government has
       or may have under the False Claims Act, the Program Fraud
       Civil Remedies Act, the Contract Disputes Act, or common
       law, or any other statute creating a cause of action for
       civil damages or civil penalties for claims to the
       Government for the Covered Conduct; and

   (d) Mr. Russo will release and forever discharge:

       (1) any claims which Mr. Russo asserted or may assert
           in the future against the Debtors and their affiliates
           relating to the Covered Conduct, or arising from the
           filing of the qui tam allegations, the Civil Action
           and the Bankruptcy Claims; and

       (2) the Government, its agencies, employees, servants,
           and agents from any claims, which Mr. Russo asserted
           or may assert in the future, relating to the Covered
           Conduct or arising from the filing of the Civil Action
           and the Bankruptcy Claims.

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

On April 20, the company (WCOEQ, MCWEQ) formally emerged from U.S.
Chapter 11 protection as MCI, Inc. This emergence signifies that
MCI's plan of reorganization, confirmed on October 31, 2003, by
the U. S. Bankruptcy Court for the Southern District of New York
is now effective and the company has begun to distribute
securities and cash to its creditors. (Worldcom Bankruptcy News,
Issue No. 52; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


WORLDCOM/MCI: Declining Revenues Prompt $388 Million Q1 Net Loss
----------------------------------------------------------------
MCI, Inc. (MCIA.PK) reported its operating results for the three-
month period ended March 31, 2004, and concurrently filed its
quarterly report on Form 10Q with the Securities and Exchange
Commission.

MCI's revenue declined to $6.3 billion in the first quarter of
2004, compared to $7.2 billion a year earlier, including the
consolidated results of Embratel. The decline reflects the adverse
industry environment, as excess capacity and new technology
adoption continue to pressure pricing. Exclusive of Embratel, the
impending sale of which is expected to be completed in 2004, first
quarter revenue declined to $5.4 billion from $6.6 billion a year
earlier.

MCI reported an operating loss of $205 million for the first
quarter, compared to operating profit of $634 million in the first
quarter of 2003. Excluding Embratel, the 2004 loss was $265
million, and the year-earlier operating profit was $604 million.

"Although we made significant strides in restructuring the company
during the past year, overall industry conditions and an
unfavorable regulatory environment affected our first quarter
results," said Michael Capellas, MCI president and chief executive
officer. "In response we are accelerating our cost reduction
program, ramping new product introductions and optimizing our
network wherever possible."

A net loss of $388 million was reported for the first quarter of
2004, compared to net income of $52 million in 2003. This was
largely due to declining revenue, caused in part by industry
pricing.

Total operating expenses were $6.5 billion in the first quarter of
2004. Excluding Embratel they were $5.7 billion, a decrease of
$301 million over the first quarter of 2003. Access costs were
$3.2 billion in the first quarter of 2004. Excluding Embratel they
were $2.9 billion, a decrease of 5 percent from first quarter
2003, reflecting declining volume and rates, network optimization
and favorable contract renegotiations. This was partially offset
by higher international access costs and the impact of foreign
currency exchange rates.

Selling, general and administrative (SG&A) expenses increased by
approximately $46 million in the first quarter to $1.8 billion,
which included approximately $150 million for accounting and legal
professional services, bankruptcy-related costs and severance.
Excluding Embratel, SG&A expenses remained flat at $1.6 billion.

The Company expects to lower its cost structure and return to
profitability in the second half of 2004 by:

    *  increasing international traffic following emergence from
       bankruptcy;

    *  focusing on delivery of new IP-based products to its
       enterprise customers;

    *  further reducing its workforce by 7,500 positions in the
       second quarter of 2004; and

    *  further consolidating and optimizing its network
       operations.

"MCI has a great set of capabilities with our expansive IP
network, loyal global customer base and history of innovation,"
said Capellas. "However, we clearly have more work to do to align
our cost structure with the changing industry conditions and to
take our new products to market. Over time we believe that
customers will migrate to IP-based products and services and look
to telecommunications providers that can provide secure end-to-end
delivery -- which will play directly to MCI's strengths."

In the first quarter the Company had positive cash flow of $150
million, taking its cash balance to $6.3 billion, of which
approximately $2 billion will go toward bankruptcy-related
payouts. Excluding Embratel, the Company had positive cash flow of
$375 million. The Company expects positive cash flow for the
balance of the year, with cash balances well above operating
requirements.

                     Sequential Comparisons

Compared to the fourth quarter of 2003, revenue declined 2 percent
to $6.3 billion from $6.4 billion. Operating costs were 3 percent
lower at $6.5 billion, compared to $6.7 billion in the quarter
ended December 31, 2003. MCI's operating loss was $272 million in
the fourth quarter of 2003, but narrowed to $205 million in the
first quarter of 2004.

                     Business Markets

Business Markets revenue, which includes the Company's large
global accounts, government, wholesale, and small and medium
enterprises, declined to $3.1 billion in the first quarter of
2004, compared to $3.9 billion in the first quarter of 2003. Price
competition intensified, particularly in data services and the
small and medium-sized business markets. Customers reconfiguring
their networks for greater efficiency, product substitution and
the increasing migration of dial-up customers to broadband
Internet access have affected demand.

Price compression in the wholesale market, due in part to
competitors offering services priced with assumed low voice over
Internet Protocol (VOIP) access costs, also affected the Company's
operating results. Given recent VOIP regulatory decisions, much of
the traffic that some competitors have been offering as lower-cost
VOIP will now be subject to traditional access. As a result, the
Company expects normalization of the industry's voice pricing.

Importantly, MCI signed 4,500 customer contracts in the first
quarter that are expected to generate more than $1 billion over
the next three-to-five years, including $230 million in MCI
Solutions, primarily in MPLS-based managed services and Enhanced
Call Routing. In February, MCI announced a major expansion -- both
domestically and globally -- of Private IP, its MPLS- based VPN
service.

MCI continues to be a leader in the enterprise space, and remains
convinced that its relentless focus on reliability and quality of
service, coupled with customer acquisition and retention efforts,
will better support the company's revenue in 2004.

                           Mass Markets

Mass Markets revenue declined to $1.4 billion in the first quarter
of 2004, compared to $1.7 billion during the first quarter of
2003, in line with the Company's expectations. A decline in long
distance volume, combined with rate compression, reflected the
increasing substitution of wireless phones, pre-paid telephone
cards and email. Mass Markets also continued to experience the
effect of Do Not Call telemarketing legislation and the entry of
regional telephone companies into the long-distance market.
However, local services continued to grow, reflecting strong
consumer acceptance of the Company's unlimited calling plans.

MCI expects Mass Markets to continue to be challenged by product
substitution, intense price competition and regulatory issues.

                           International

International revenue was relatively flat in the first quarter of
2004 at $964 million, versus $970 million in 2003. Including the
benefit from changes in foreign currency exchange rates that added
approximately $100 million to revenue in first quarter of 2004,
gains in voice revenue in international markets were matched by
declines in data and internet revenue. This segment was the most
heavily affected by the market impact of the Chapter 11 process.

Looking forward, new services enabled by the Company's worldwide
facilities-based network are expected to attract new, higher
volume and more profitable customers, particularly in retail
markets.

                           Cash Flow

Net cash provided by operating activities was $510 million in the
first quarter of 2004, reflecting the benefit of significant non-
cash expenses, including $609 million of depreciation and
amortization.

Capital expenditures for the period totaled $217 million. For the
full year 2004, MCI expects to commit $1.1 billion to new
property, plant and equipment. Among the Company's key investment
programs is the expansion of additional MPLS nodes to accommodate
more converged IP products and solutions.

                     Debt and Liquidity

Cash and equivalents at March 31, 2004 totaled $6.3 billion, of
which approximately $2.0 billion was expected to fulfill claims
following the Company's emergence from bankruptcy on April 20,
2004. During the first quarter of 2004, consolidated cash and
equivalents increased by $150 million, reflecting a $375 million
increase for the Company's businesses excluding Embratel, which
more than offset a $225 million decrease in cash for Embratel.
Long-term debt (including amounts due within one year) totaled
$7.36 billion, of which debt associated with Embratel equaled $1.4
billion. Upon its emergence from Chapter 11 protection, MCI issued
$5.7 billion of senior notes that mature in 2007, 2009 and 2014.
During the quarter, the Company accrued $96 million in non-cash
interest expense associated with these notes, in accordance with
Fresh Start accounting, which MCI adopted on December 31, 2003.

                        About MCI

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

On April 20, the company (WCOEQ, MCWEQ) formally emerged from U.S.
Chapter 11 protection as MCI, Inc. This emergence signifies that
MCI's plan of reorganization, confirmed on October 31, 2003, by
the U. S. Bankruptcy Court for the Southern District of New York
is now effective and the company has begun to distribute
securities and cash to its creditors. (Worldcom Bankruptcy News,
Issue No. 52; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


* Graydon D. Webb Joins Turnaround Firm Renaissance Partners
------------------------------------------------------------
Renaissance Partners, L.C. announced that Graydon D. Webb has
joined this turnaround management and consulting firm as a
Principal, based in Columbus, Ohio.

Mr. Webb has over thirty-three years experience in restaurant and
franchise retailing, where he served as Chairman of the Board,
CEO, Managing Director and Vice President - Franchise Sales. For
the past eighteen years Graydon has focused on food and food
related technology companies as Managing Director of The Auric
Group. Clients have included Rally's/Zipps Drive Thru, Inc.,
Bojangles, Inc., Wendco, Inc., G.D. Ritzy's, Inc., TouchChoice
Systems, Inc., OneDentist Resources, Inc., The Great American
Bagle and AutoCafe Systems, Inc. Mr. Webb has also participated in
management recruitment, corporate development, strategic planning,
financings, concept direction, revenue enhancement and acquisition
strategies for the above plus T.J. Cinnamons, Kenny Rogers
Roasters, Pudgies Famous Chicken, I Can't Believe It's Yogurt,
Long John Silvers, KFC, Taco Bell, Clucker's, Rax Restaurants,
Java Coast, Johnny Rockets, Inc. and Au Bon Pain/St. Louis Bread
(Panera).

From 1980-86, Mr. Webb served as Founder and Chairman of the Board
of G.D. Ritzy's, Inc., a chain of over 100 locations throughout
the U.S. This nationally recognized "contemporary diner"
restaurant concept features award winning food and premium ice
cream that was recognized by People Magazine, Town Square (Kansas
City), Ohio Magazine, Orlando Magazine, Philadelphia Magazine, The
Columbus Dispatch and Columbus Magazine. Graydon led three equity
offerings totaling $20 million.

Graydon held the position of Vice President - Franchise Sales for
Wendy's International, Inc. from 1971-80, where he initiated and
grew U.S. franchise sales planning and support to 2,000 restaurant
locations. He also defined and executed franchise agreements for
international expansion including Canada, the Caribbean and Japan.

Mr. Webb earned a B.A. degree from The Ohio State University.

Renaissance Partners, L.C. provides profit improvement,
restructuring and corporate renewal consulting, business
development, strategic planning, crisis and interim management,
bankruptcy, wind-down and CFO services. The firm also provides
profit and cash flow enhancement services, merchandising/marketing
strategy and planning, distribution, logistics, consumer research,
information technology, real estate and human resources to
consumer goods suppliers, retailers, multi-location service,
manufacturing, technology and growth companies. The Renaissance
team of hands-on senior management supports clients throughout
North America from locations in Charlotte, Cleveland, Columbus,
Houston, Memphis, Pompano Beach and Tampa. For additional
information visit www.renaissancelc.com or contact the firm by e-
mail at renparlc@gate.net.


* Leading German Tax Team to Join Dewey Ballantine
--------------------------------------------------
International law firm Dewey Ballantine LLP announced that, as the
next stage in its planned German expansion, it has hired renowned
tax partner Dr. Hanno Berger as a partner resident in its
Frankfurt office. He will join Dewey Ballantine on May 17, 2004
from Shearman & Sterling in Frankfurt. In addition, a number of
tax lawyers from Shearman & Sterling in Frankfurt, including
Beatrice Prauschke-Schaefer, Dr. Konrad Rohde, and Julia Quack
will join Dewey Ballantine's Frankfurt office.

Dr. Berger and his team will join Dewey Ballantine just five
months after the launch of the firm's UK tax practice. This group
of attorneys will further strengthen Dewey Ballantine's
international tax practice and will play a key role in the firm's
development in Germany.

"Hanno is recognized as a top practitioner in the tax and asset
management area and he will be a valuable resource for our
investment banking and corporate clients," said Gordon Warnke, co-
managing partner of Dewey Ballantine and co-chairman of the Tax
group. "His appointment represents a significant step in the
development of the firm's German practice."

Dr. Berger's practice focuses on the development and
implementation of tax-optimised structures for derivatives,
investment funds and other structured financial products and
securitizations. In the international asset management area, he
develops and structures private equity funds, hedge funds, real-
estate funds, pension funds and mutual funds; additionally he
advises fund sponsors and asset managers. Dr. Berger also advises
German and foreign investors on the formation, purchase and sale,
merger, demerger, split-up, restructuring and liquidation of
enterprises in Germany as well as in connection with real estate
investments in Germany. He assists numerous financial institutions
and corporations with tax audit and litigation matters.

Dr. Berger began his legal career as a senior official in the
German tax administration dealing with tax audits of major banks
and financial institutions in Frankfurt and joined Punder,
Volhard, Weber & Axster (now: Clifford Chance) as a partner in
1996. From there he moved to Shearman & Sterling's Frankfurt
office in 1999. His practice has involved the representation of
major banks, such as CSFB, Dresdner Bank, Deutsche Bank,
Commerzbank, ING BHF-Bank and Macquarie Bank, major insurance
companies, such as Ergo and large German industrial companies.

Philipp von Ilberg, managing partner of the Frankfurt office,
said, "Hanno Berger and his team will strengthen our international
tax practice and we are delighted that this high profile group is
joining our firm in Frankfurt. The group's practice focus will
complement and enhance the Frankfurt office's existing M&A,
finance and capital markets capabilities."

Dr. Hanno Berger commented, "Dewey Ballantine is a firm with a
clear international focus and a premier international tax
practice. I am looking forward to playing a significant part in
developing Dewey Ballantine's German practice."

                About Dewey Ballantine

Dewey Ballantine LLP, founded in 1909, is an international law
firm with more than 550 attorneys located in New York, Washington,
D.C., Los Angeles, East Palo Alto, Houston, Austin, London,
Warsaw, Budapest, Prague, Frankfurt, Milan and Rome. Through its
network of offices, the firm handles some of the largest, most
complex corporate transactions, litigation and tax matters in such
areas as M&A, private equity, project finance, corporate finance,
corporate reorganization and bankruptcy, antitrust, intellectual
property, sports law, structured finance, and international trade.
Industry specializations include energy and utilities, healthcare,
insurance, financial services, media, consumer and industrial
goods, technology, telecommunications and transportation.


* Chambers & Partners Awards Ropes & Gray Practice Groups, Lawyers
------------------------------------------------------------------
Chambers and Partners, a global research organization known for
preparing annual practice-specific law firm rankings, awarded six
Ropes & Gray practice groups and nine attorneys with number one
rankings in its 2004-2005 rankings. In addition to the number one
placements, Ropes & Gray had a total of 11 practice areas and 30
lawyers in its rankings this year.

   Ropes & Gray's number one ranked practice groups include:

         -- Corporate/M&A
         -- Employment (Labor & Employment)
         -- Litigation
         -- Private Equity: Buyouts & Venture Capital Investment
         -- Private Equity: Fund Formation
         -- Tax
      
   Ropes & Gray's number one ranked attorneys include:

         -- William McCarthy (Bankruptcy)
         -- Keith Higgins (Corporate/M&A)
         -- Robert Nutt (Corporate/M&A)
         -- Robert Gordon (Employment)
         -- Richard Ward (Employment)
         -- David C. Chapin (Private Equity: Buyouts & Venture
              Capital Investment)
         -- R. Bradford Malt (Private Equity: Fund Formation)
         -- Larry Jordan Rowe (Private Equity: Fund Formation)
         -- Stephen Shay (Tax)

Chambers and Partners rankings of Ropes & Gray are based on
independent research, client and peer input, and reviews of the
industry's top firms.

Ropes & Gray has pursued a strategy of sustained national growth
and practice group development in the past few years, focusing on
areas of core competency, including representation of public
companies on securities and transactional law issues, private
equity, venture capital, intellectual property, health care, life
sciences and litigation. Earlier this year, the firm appointed R.
Bradford Malt and John T. Montgomery as Chairman and Managing
Partner, respectively, to lead the firm toward continued growth.
Major initiatives in the past year include tripling the New York
office as a result of the combination with the former Reboul,
MacMurray, Hewitt & Maynard, which added depth in private equity
and litigation, and expanding the firm's presence by bringing the
former Hill & Barlow Private Client Group on board.

For more than a century, Ropes & Gray LLP has been a leading U.S.
law firm serving the needs of businesses and individuals
throughout the nation and the world. With nearly 600 lawyers,
Ropes & Gray creates solutions to complex legal problems across a
wide range of legal disciplines, including: antitrust, corporate,
bankruptcy and business restructuring, employee benefits,
environmental, health care, intellectual property and technology,
international, labor and employment, life sciences, litigation,
private client services, real estate and tax. The firm has offices
in Boston, New York, San Francisco, and Washington, D.C. and
conference centers in London and Providence. For further
information, visit http://www.ropesgray.com/


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

May 13-14, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      The First Annual Conference on Distressed Investing -
      Europe: Maximizing Profits in the European Distressed Debt
      Market
            Le Meridien Piccadilly Hotel - London, UK
               Contact: 1-800-726-2524; 903-592-5168;
                        dhenderson@renaissanceamerican.com

May 20-22, 2004
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Astor Crowne Plaza, New Orleans
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

June 2-5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org  

June 10-12, 2004
   ALI-ABA
      Chapter 11 Business Reorganizations
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

June 14-15, 2004
   TURNAROUND MANAGEMENT ASSOCIATION
      2004 Advanced Education Workshop
          Toronto Univesity, Toronto Canada
             Contact: 312-578-6900 or www.turnaround.org

June 24-25, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      The Seventh Annual Conference on Corporate Reorganizations
       Successful Strategies for Restructuring Troubled Companies
         The Millennium Knickerbocker Hotel - Chicago
            Contact: 1-800-726-2524; 903-592-5168;
                     dhenderson@renaissanceamerican.com  

June 24-26,2004
   AMERICAN BANKRUPTCY INSTITUTE
      Hawaii Bankruptcy Workshop
         Hyatt Regency Kauai, Kauai, Hawaii
            Contact: 1-703-739-0800 or http://www.abiworld.org  

July 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      The Mount Washington Hotel
         Bretton Woods, NH
            Contact: 1-703-739-0800 or http://www.abiworld.org  

July 28-31, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org  

September 18-21, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Bellagio, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org  

October 9-10, 2004
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC Annual Fall Conference
         Nashville, TN
            Contact: 1-703-449-1316 or www.iwirc.com

October 10-13, 2004
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Seventh Annual Meeting
         Nashville, TN
            Contact: http://www.ncbj.org/  

October 15-18, 2004
   TURNAROUND MANAGEMENT ASSOCIATION
      2004 Annual Convention
          Marriott Marquis, New York City
             Contact: 312-578-6900 or www.turnaround.org

November 29-30, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      The Eleventh Annual Conference on Distressed Investing
      Maximizing Profits in the Distressed Debt Market
         The Plaza Hotel - New York City
            Contact: 1-800-726-2524; 903-592-5168;
                     dhenderson@renaissanceamerican.com

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org  

March 9-12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Spring Conference
          JW Marriott Desert Ridge, Phoenix, AZ
             Contact: 312-578-6900 or www.turnaround.org

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities and Bankruptcy
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, MA
         Contact: 1-703-739-0800 or http://www.abiworld.org  

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, SC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
          Chicago Hilton & Towers, Chicago
             Contact: 312-578-6900 or www.turnaround.org

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, TX
            Contact: http://www.ncbj.org/  

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org  


The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

  
                           *********

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 ***