TCR_Public/040513.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, May 13, 2004, Vol. 8, No. 94

                           Headlines

360NETWORKS: Panel Wants AT&T to Return $358,117 Pref. Transfers
ACCERIS COMMS: March 31 Balance Sheet Insolvency Tops $47 Million
AIR CANADA: Reports Improved April 2004 Traffic Results
ALLIED WASTE: S&P Assigns Low-B Preliminary Ratings to Shelf Debt
ANC RENTAL: Ricted Agrees to Settle Dispute & Waive $2.9MM Claim

ARGENT SECURITIES: Fitch Rates $9.4 Million Class M-10 at BB+
ATLAS COLD: Ontario Securities Commission Lifts Cease Trade Order
BRIDGEPORT HOLDINGS: Micro Warehouse Equity Auction is on May 19
CHAPARRAL RESOURCES: Strained Liquidity Spurs Going Concern Doubt
CHYRON CORP: Reports $1.5M Stockholders' Deficit at March 31, 2004

CONCENTRA: S&P Affirms B+ Corporate & Senior Secured Debt Ratings
CONSECO FINANCE: Fitch Removes Green Tree Ratings from Neg. Watch
CONSOLIDATED FREIGHTWAYS: Selling Major Fla. Facilities on May 20
CONSOLIDATED FREIGHTWAYS: Detroit Facility Up For Sale on May 20
CORECOMM NEW YORK: Court Fixes May 24 Deadline to File Claims

CORPORATE MEDIA: Americana Publishing Gains $2MM from Liquidation
COVAD COMMS: Employee Stock Acctg. Issue Delays Form 10-Q Filing
COVANTA: Danielson Appoints Horowitz As Interim President & CEO
DAN RIVER: Employs Woolard Harris as Chief Restructuring Officer
DELTA AIR LINES: Bankruptcy Risk Prompts S&P's Negative Outlook

DII INDUSTRIES: KBR Inks Sale Pacts with Intermarine & North Shore
DOMAN INDUSTRIES: Supreme Court Approves Port Alice Mill Sale
ENRON CORP: Court Authorizes Ocean Spray Settlement Pact
ERN LLC: Case Summary & 20 Largest Unsecured Creditors
EYE CARE CENTERS: S&P Places Low-B Ratings on CreditWatch Negative

EXIDE TECH: Trade Creditors Sell 66 Claims Totaling $1.7 Million
F&G ASSOCIATES: Case Summary & 4 Largest Unsecured Creditors
FACTORY 2 U STORES: Couchman Entities Disclose 6.6% Equity Stake
FEDERAL-MOGUL: Proposes Chapter 11 Plan Solicitation Protocol
FELCOR LODGING: S&P Assigns B- Rating to Proposed $350MM Sr. Notes

FLEMING: St. Paul Wants $459,473 Advertising Payment from Rainbow
HEARTLAND PORK: Court Extends CCAA Protection to June 30, 2004
HOLLINGER INTERNATIONAL: Reaches Settlement With Peter Y. Atkinson
INDEPENDENCE I: Fitch Lowers $15MM Class C Notes' Rating to BB
ISLE OF CAPRI: Issues Statement on Move to Revoke Gaming License

KB TOYS: Sells Internet Assets to Toy Acquisition for $7.4MM+
LEINER HEALTH: S&P Junks Proposed $150MM Subordinated Debt Rating
LIBERATE TECH: U.S. Trustee Meeting with Creditors on June 4
LOEWEN GROUP: Creditor Liquidating Trust Issues Q1 Status Report
MASTEC INC: S&P Downgrades Low-B Ratings & Keeps Negative Watch

MERRILL LYNCH: Fitch Affirms 4 Series 1997-C2 Classes at Low-Bs
MIRANT: PwC Provides Update on Canadian Debtors' Plan Process
MORGAN STANLEY: S&P Gives Low-B Ratings to 6 Ser. 2004-IQ7 Classes
NAVIGATOR GAS: Court Sets May 17 as Administrative Claims Bar Date
NEW HEIGHTS: First Creditors' Meeting Scheduled for June 7

NRG ENERGY: Posts $30 Million Net Income for Q1 2004
NRG ENERGY: Appoints Ingoldsby & Angoorly as Vice Presidents
PACIFIC ENERGY: Acquires Rangeland Pipeline for $116 Million
PACIFIC GAS: Pays $128 Million Franchise Fee To Local Governments
PACIFIC WEBWORKS: Needs More Capital to Develop Business Plan

PARMALAT: Southern Cross Tenders Offer to Buy Parmalat Argentina
PLEJ'S LINEN: UST Appoints Official Creditors' Committee
PRIMARY BUSINESS: Madsen & Associates Replaces Sellers as Auditors
RAY'S REFUSE & RECYCLING: Case Summary & 20 Unsecured Creditors
RESIDENTIAL ASSET: Fitch Assigns BB Ratings to 2001-RZ3 Class B

SALTON INC: S&P Junks Corporate Rating & Says Outlook Developing
SOLUTIA INC: Retirees Apply to Retain Segal Company As Actuary
SPIEGEL GROUP: Rejects Hughes Network Satellite Contract
SR TELECOM: Reports Q1 Loss & Expects to be Profitable in Q4
SR TELECOM: Signs $13 Mil. Contract with Telecom Provider Sonatel

ST. FRANCIS HEALTH: May 21 is Last Day to Submit Claim
STERIGENICS INT'L: S&P Assigns B+ Corporate & Senior Debt Ratings
TAMBORIL CIGAR: Audit Report Contains Going Concern Qualification
TOWER AUTOMOTIVE: S&P Rates Unit's $375MM Sr. Secured Loan at B+
TRICO MARINE: S&P Junks Issuer & Sr. Ratings with Negative Outlook

TRISTATE BELL INC: Case Summary & 20 Largest Unsecured Creditors
UNITED AGRI: S&P Lowered Corporate Credit Rating to B from B+
UNITED AIRLINES: Files 1st Reorganization Status Report with Court
URS CORP: S&P Upgrades Low-B Ratings and Removes CreditWatch
US AIRWAYS: Negotiates Waiver of Credit Rating Conditions

UTEX INDUSTRIES: Looks to Strategic Capital for Financial Advice
VLASIC FOODS: Gains $405K in Graphic Packaging Dispute Settlement
WALTHER NEIGHBORHOOD: Case Summary & 7 Unsecured Creditors
WEIRTON STEEL: FW Holdings Taps Huddleston as Local Counsel
WESTPOINT STEVENS: Wants Until Nov. 30 to Make Lease Decisions

WILLIAMS: S&P Rates $1 Billion Revolving Credit Facility at BB-
WOMEN FIRST: Gets OK to Pay Vendors' $100,000 Prepetition Claims
WORLDCOM INC: Wants Court Nod to Expand Gibson Dunn's Legal Scope
WRENN ASSOCIATES: William S. Gannon Serves as Bankruptcy Counsel

* Perlmuter & Mendeles Join Trenwith's Corp. Restructuring Group

                           *********

360NETWORKS: Panel Wants AT&T to Return $358,117 Pref. Transfers
----------------------------------------------------------------
According to Peter D. Morgenstern, Esq., at Bragar Wexler Eagel &
Morgenstern, LLP, in New York, AT&T Corporation received, on or
before 90 days prior to 360networks inc.'s bankruptcy petition
date, $358,117 in preferential transfers from the Debtors.  Mr.
Morgenstern asserts that:

   (a) the Transfers were made to AT&T for or on account of an
       antecedent debt the Debtors owed before the Transfers
       were made;  
  
   (b) AT&T 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, AT&T 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

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

On March 28, 2002, the 360networks inc. Debtors demanded AT&T to
return the Transfers.  AT&T never returned a single cent.

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 Section 547, declare that AT&T must pay at
       least $358,117, 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 550, declare that AT&T must pay at
       least $358,117, plus interest;

   (d) pursuant to Section 502(d), provide that any and all  
       claims against the Debtors AT&T filed in these cases will
       be disallowed until it repays in full the Transfers plus
       all applicable interest; and  

   (e) 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)   


ACCERIS COMMS: March 31 Balance Sheet Insolvency Tops $47 Million
-----------------------------------------------------------------
Acceris Communications Inc. (OTCBB:ACRS) reported its financial
results for the first quarter ended March 31, 2004.

The Company's total operating revenue from continuing operations
for the quarter ended March 31, 2004 was $35.2 million, which is
comparable to $32.5 million in the fourth quarter of 2003 and an
increase of 16 percent from $30.4 million in the first quarter of
2003. Revenue in the first quarter of 2004 included recognition of
approximately $6.4 million in non-recurring revenue from a
discontinued network service offering.

For the three months ended March 31, 2004, the Company earned
operating income of $0.9 million compared to an operating loss of
$4.1 million for the fourth quarter of 2003 and an operating loss
of $12.6 million in the first quarter of 2003. The Company's net
income was $0.6 million in the first quarter of 2004 compared to a
loss of $4.5 million in the fourth quarter of 2003 and $14.9
million in the first quarter of 2003. The net income per diluted
common share was $0.03 in the first quarter of 2004 versus a net
loss per diluted common share of $2.55 in the first quarter of
2003.

               Highlights of the first quarter

   - Recorded EBITDA of $2.6 million in the first quarter of 2004  

   - Expanded local dial tone service in the states of New York
     and New Jersey

   - Completed consolidation of network operating centers in San
     Diego and Pittsburgh

"We are starting to realize the results of our achievements in
2003. With a strengthened foundation and the right strategies,
structure and people in place, we believe Acceris is poised to
generate significant growth," said Kelly Murumets, President of
Acceris Communications.

Acceris Communications' March 31, 2004 balance sheet shows a total
stockholders' deficit of $47,292,000 compared to a deficit of
$49,309,000 at December 31, 2003.

                        About Acceris

Acceris is a broad based communications company serving
residential, small and medium-sized business and large enterprise
customers in the United States. A facilities-based carrier, it
provides a range of products including local dial tone and 1+
domestic and international long distance voice services, as well
as fully managed and fully integrated data and enhanced services.
Acceris offers its communications products and services both
directly and through a network of independent agents, primarily
via multi-level marketing and commercial agent programs. Acceris
also offers a proven network convergence solution for voice and
data in Voice over Internet Protocol communications technology and
holds two foundational patents in the VoIP space. For further
information, visit Acceris' website at http://www.acceris.com/


AIR CANADA: Reports Improved April 2004 Traffic Results
-------------------------------------------------------
Air Canada mainline flew 22.3 percent more revenue passenger miles
(RPMs) in April 2004 than in April 2003, according to preliminary
traffic figures. Overall, capacity increased by 9.5 percent,
resulting in a load factor of 77.7 percent, compared to 69.6
percent in April 2003; an increase of 8.1 percentage points.

Jazz, Air Canada's regional airline subsidiary, flew 12.5 percent
more revenue passenger miles in April 2004 than in April 2003,
according to preliminary traffic figures. Capacity increased by
6.3 percent, resulting in a load factor of 61.1 percent, compared
to 57.7 percent in April 2003; an increase of 3.4 percentage
points.

"A very strong performance in our domestic operations as evidenced
by the 17.4% growth in traffic which far outstripped the 4.3%
growth in domestic capacity as well as continued strength in other
sectors led to our highest ever system load factor for the month
of April. International traffic levels, boosted by the expansion
to additional Latin American destinations and to Delhi also
contributed to the record 77.7 load factor. Year over year
comparison reflects the severe negative impact of SARS and the war
in Iraq on demand for air travel in 2003," said Rob Peterson,
Executive Vice President and Chief Financial Officer.

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.


ALLIED WASTE: S&P Assigns Low-B Preliminary Ratings to Shelf Debt
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB-'
rating to senior secured debt securities, its preliminary 'B+'
rating to senior unsecured debt securities, and its preliminary
'B+' rating to subordinated debt securities listed in Allied Waste
Industries Inc.'s recently filed $2 billion SEC Rule 415 shelf
registration. The debt securities, if issued, would be obligations
of Allied Waste North America Inc., a wholly owned subsidiary of
Allied Waste, guaranteed by Allied Waste and subsidiaries of AWNA.

At the same time, Standard & Poor's affirmed its existing ratings,
including the 'BB' corporate credit rating, on Allied Waste. The
outlook is stable. Scottsdale, Arizona-based Allied Waste is the
second-largest solid waste management firm in the U.S. and has
about $8 billion of debt outstanding.

Proceeds of the debt securities, if issued, would be used for
repaying or refinancing existing indebtedness, working capital,
capital expenditures, and potential acquisitions.

"Allied Waste has a relatively weak, albeit improving, financial
profile, which outweighs the company's strong competitive business
position," said Standard & Poor's credit analyst Roman Szuper.

Allied Waste provides collection, transfer, disposal, and
recycling services to about 10 million residential, commercial,
and industrial customers in 37 states, generating about $5 billion
in annual revenues. A national network of facilities creates
opportunities for modest growth through internal development,
focusing on the vertical integration business model. The firm's
market position is enhanced by a low cost structure, very good
collection-route density, and a high rate of waste
internalization.

Allied Waste's weak financial profile stems mainly from high debt
levels incurred in the 1999 acquisition of Browning-Ferris
Industries Inc. Debt reduction was accelerated in 2003 from the
issuance of common equity and mandatory convertible preferred
stock, the proceeds from divestitures, and free cash flow. A
recent agreement with the holders of Allied Waste's $1 billion
preferred stock to convert it into common stock improves the
capital structure and saves about $500 million in cash over the
next six years by eliminating future dividend payments. In the
intermediate term, debt to EBITDA should be in the 4x-5x range,
EBITDA and EBIT interest coverages approximately 2.5x and 1.75x,
respectively, and debt to capital in the 70%-75% range. Additional
strengthening is expected longer term.


ANC RENTAL: Ricted Agrees to Settle Dispute & Waive $2.9MM Claim
----------------------------------------------------------------
On March 23, 2004, the ANC Rental Debtors commenced an adversary
proceeding against Ricted Associates, Ricted Associates, LLC, and
Chapman Consulting, LLC, seeking, inter alia, the recovery of
$295,993 pursuant to Section 549 of the Bankruptcy Code and the
disallowance or recharacterization of an administrative claim
asserted by Ricted for $2,883,179.

The Debtors seek the Court's authority to enter into a settlement
agreement with Ricted.  

Pursuant to the Ricted Settlement Agreement, Ricted agreed to pay
the Debtors $95,993 and waive its administrative claim against
them.  The Debtors, in exchange, agreed to release Ricted from
any further obligations.

Joseph Grey, Esq., at Stevens & Lee, P.C., in Wilmington,
Delaware, asserts that the Ricted Settlement Agreement is
beneficial to the interests of the Debtors, their estate and
their creditors because the prosecution of the Debtors' claims
against Ricted and the disposition of the Ricted administrative
claim could be expensive and time-consuming.  Without waiving any
arguments that are raised in the Ricted Adversary Action, the
Debtors believe that it is reasonably likely that Ricted's claim
could be ultimately allowed as an unsecured claim.  If that were
to occur, then the $200,000 by which the Debtors' claim against
Ricted is being reduced in the Settlement is within the range of
distributions predicted for unsecured creditors.

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


ARGENT SECURITIES: Fitch Rates $9.4 Million Class M-10 at BB+
-------------------------------------------------------------
Argent Securities Inc.'s (ARSI) certificates, series 2004-W8, are
rated by Fitch Ratings as follows:

     --$939.4 million classes A-1, A-2, A-3, A-4, A-5 'AAA';
     --$27 million class M-1 'AA+';
     --$25.3 million class M-2 'AA';
     --$15.4 million class M-3 'AA-'l;
     --$13.8 million class M-4 'A+';
     --$12.7 million class M-5 'A';
     --$11 million class M-6 'A-';
     --$11 million class M-7 certificates 'BBB+';
     --$11 million class M-8 'BBB';
     --$11 million class M-9 'BBB-';
     --$9.4 million class M-10 'BB+';
     --$4.4 million non-offered class M-11 Certificates 'BB'.

Credit enhancement for the 'AAA' rated class A certificates
reflects the 13.80% subordination provided by classes M-1, M-2, M-
3, M-4, M-5, M-6, M-7, M-8, M-9, M-10, M-11, monthly excess
interest and initial overcollateralization (OC) of 0.80%. Credit
enhancement for the 'AA+' rated class M-1 certificates reflects
the 11.35% subordination provided by classes M-2, M-3, M-4, M-5,
M-6, M-7, M-8, M-9, M-10, M-11, monthly excess interest and
initial OC. Credit enhancement for the 'AA' rated class M-2
certificates reflects the 9.05% subordination provided by classes
M-3, M-4, M-5, M-6, M-7, M-8, M-9, M-10, M-11, monthly excess
interest and initial OC. Credit enhancement for the 'AA-' rated
class M-3 certificates reflects the 7.65% subordination provided
by classes M-4, M-5, M-6, M-7, M-8, M-9, M-10, M-11, monthly
excess interest and initial OC. Credit enhancement for the 'A+'
rated class M-4 certificates reflects the 6.40% subordination
provided by class M-5, M-6, M-7, M-8, M-9, M-10, M-11, monthly
excess interest and initial OC. Credit enhancement for the 'A'
rated class M-5 certificates reflects the 5.25% subordination
provided by class M-6, M-7, M-8, M-9, M-10, M-11, monthly excess
interest and initial OC. Credit enhancement for the 'A-' rated
class M-6 certificates reflects the 4.25% subordination provided
by class M-7, M-8, M-9, M-10, M-11, monthly excess interest and
initial OC. Credit enhancement for the 'BBB+' rated class M-7
certificates reflects the 3.25% subordination provided by class M-
8, M-9, M-10, M-11, monthly excess interest and initial OC. Credit
enhancement for the 'BBB' rated class M-8 certificates reflects
the 2.25% subordination provided by class M-9, M-10, M-11, monthly
excess interest and initial OC. Credit enhancement for the 'BBB-'
rated class M-9 certificates reflects the 1.25% subordination
provided by class M-10, M-11, monthly excess interest and initial
OC. Credit enhancement for the 'BB+' rated class M-10 certificates
reflects the 0.40% subordination provided by class M-11, monthly
excess interest and initial OC. Credit enhancement for the non-
offered 'BB' rated class M-11 certificates reflects the monthly
excess interest and initial OC. In addition, the ratings reflect
the integrity of the transaction's legal structure, as well as the
capabilities of Ameriquest Mortgage Company as master servicer.
Deutsche Bank National Trust Company will act as trustee.

The mortgage pool consists of closed-end, first lien subprime
mortgage loans that may or may not conform to Freddie Mac and
Fannie Mae loan limits. As of the Cut-Off date (May 1, 2004), the
mortgage loans have an aggregate balance of $1,100,000,000. The
weighted average loan rate is approximately 7.16%. The weighted
average remaining term to maturity (WAM) is 356 months. The
average Cut-Off date principal balance of the mortgage loans is
approximately $173,424. The weighted average original loan-to-
value ratio (OLTV) is 79.50% and the weighted average Fair, Isaac
& Co. (FICO) score was 600. The properties are primarily located
in California (34.73%), Florida (8.22%) and Illinois (7.58%).

Approximately 88.54% of the loans were originated or acquired by
Argent Mortgage Company, LLC, and 11.46% of the loans originated
or acquired by Olympus Mortgage Company. Both mortgage companies
are subsidiaries of Ameriquest Mortgage Company, a specialty
finance company engaged in the business of originating, purchasing
and selling retail and wholesale subprime mortgage loans. Both
Argent and Olympus focus primarily on wholesale subprime mortgage
loans.


ATLAS COLD: Ontario Securities Commission Lifts Cease Trade Order
-----------------------------------------------------------------
With regards to the Ontario Securities Commission's Temporary
Management Cease Trade order dated December 2, 2003 and extended
December 15, 2003, the filing default having been remedied and the
above Cease Trading Order(s) have been allowed to Lapse/Expire as
of May 11, 2004.

                        About Atlas

Atlas Cold Storage is Canada's largest and North America's second
largest integrated temperature-controlled distribution network.
Its trust units and convertible debentures are listed on the
Toronto Stock Exchange.

As reported in the Troubled Company Reporter's February 4, 2004
edition, Atlas is in the process of attempting to negotiate an
agreement with its lenders under the Credit Agreement whereby the
lenders will deal with the existing defaults under the Credit
Agreement. The agreement being sought by Atlas will continue the
cap on availability at amounts presently outstanding and impose
additional reporting, financial and other covenants on Atlas. The
agreement will also provide the terms upon which the credit
facilities will remain in place until their scheduled maturity on
July 24, 2004. The principal terms of the agreement are subject to
continuing negotiation and it is not certain that an agreement
will be reached. The failure to obtain such an agreement may have
a material adverse impact on the Trust's financial position,
results of operations and cash flows.


BRIDGEPORT HOLDINGS: Micro Warehouse Equity Auction is on May 19
----------------------------------------------------------------
On April 20, 2004, the U.S. Bankruptcy Court for the District of
Delaware entered an order approving uniform bidding procedures
designed to flush-out the highest and best bid for BridgePort
Holdings Inc.'s equity interests in Micro Warehouse Holding B.V.

A Public Auction will be held on May 19, 2004 at 11:00 a.m. at:

               Kramer Levin Naftalis & Frankel LLP
               919 Third Avenue
               New York, NY 100022

The Court will be asked to approve the equity sale at a hearing on
May 21, 2004 at 10:30 a.m.

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


CHAPARRAL RESOURCES: Strained Liquidity Spurs Going Concern Doubt
-----------------------------------------------------------------
Chaparral Resources, Inc.'s financial statements have been
presented on the basis that it is a going concern, which
contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. Chaparral has a
working capital deficiency as of December 31, 2003. In addition,
it has experienced limitations in obtaining 100% export quota for
the sale of its hydrocarbons. These conditions create
uncertainties relating to the Company's ability to meet all
expenditure and cash flow requirements through the next twelve
months. Additionally, these conditions raise substantial doubt
about the Company's ability to continue as a going concern.

Chaparral has been successful in 2003 in increasing its export
sales and reducing its local market deliveries. As of December 31,
2003, Chaparral has sold approximately 2,694,000 barrels of its
current year production, of which approximately 2,591,000 barrels,
or 96%, have been sold at world market prices and 103,000 barrels,
or 4%, have been sold at domestic market prices. This represents a
significant increase in sales at world market prices and
corresponding decrease in local market price sales from the year
2002.

In addition, the Company is continuing with its efforts to obtain
additional financing to cover any short-term working capital
deficiencies and to refinance its loan with Kazkommertsbank on
more favorable terms. If successful in these efforts, Chaparral
plans to use the resulting capital infusion to restructure the
loan with Kazkommertsbank and eliminate or significantly reduce
the Company's current working capital deficiencies.

               Liquidity and Capital Resources

Chaparral Resources is presently engaged in the development of the
Karakuduk Field, which requires substantial cash expenditures for
drilling costs, well completions, workovers, oil storage and
processing facilities, pipelines, gathering systems, water
injection facilities, plant and equipment (pumps, transformer sub-
stations etc.) and other field facilities. The Company has
invested approximately $121.3 million in the development of the
Karakuduk Field and has drilled or re-completed 45 productive
wells by the end of 2003, including 12 wells in the year 2003.
Total capital expenditures for 2003 were approximately $27.7
million compared to total capital expenditures of $11.5 million
incurred in 2002. Capital expenditures are estimated to be at
least $80 million from 2004 through 2008, including the drilling
of approximately 65 more wells over this period. Management
anticipates 2004 capital expenditures of approximately $28.4
million.


CHYRON CORP: Reports $1.5M Stockholders' Deficit at March 31, 2004
------------------------------------------------------------------
Chyron Corporation (OTCBB: CYRO) announced that it had net income
of $0.3 million, or $.01 per share, on revenues of $5.8 million
for its first quarter ended March 31, 2004.

Revenues for the first quarter increased 9% as compared to the
same quarter last year and the Company experienced a sequential
revenue increase of 8% from the fourth quarter of 2003.

The Company's net income for the first quarter of $0.3 million, or
$.01 per share, compares to net income of $0.1 million, or $.00
per share, for the first quarter of 2003. The first quarter of
2003 net income included a loss from continuing operations of $0.1
million, or $.00 per share and income from discontinued operations
of $0.2 million, or $.00 per share. In the fourth quarter of 2003,
the Company had net income of $2.1 million, or $.05 per share,
consisting of a loss of $0.2 million, or $.00 per share, from
continuing operations, and income of $2.3 million, or $.05 per
share, from discontinued operations, including a $2.6 million gain
on sale of the Company's signal distribution and automation
business. Included in the first quarter of 2004 net income was a
gain on the sale of marketable securities of $0.2 million. The
first quarter of 2003 loss from continuing operations included a
$0.2 million loss on the write down of marketable securities and
the fourth quarter of 2003 loss from continuing operations
included a gain on debt extinguishment of $0.6 million. Interest
expense for the first quarter was $0.2 million as compared to $0.5
million in the first quarter of 2003 and $0.5 million in the
fourth quarter of 2003.

On a first quarter of 2004 to first quarter of 2003 continuing
operations comparison basis, revenues and gross margins both grew,
resulting in a $0.5 million higher gross profit in the first
quarter of 2004. Selling, general and administrative expenses
grew, primarily as a result of a portion of such expenses no
longer being shared with the discontinued signal distribution and
automation operations. Research and development costs for new
products grew by $0.3 million or 53% as compared to the first
quarter of 2003.

The Company reported $3.0 million of cash at the end of the first
quarter. The Company used $3.8 million of cash to complete its
retirement of the remaining Series A and B debentures during the
quarter. As a result, the Company's obligations owing under
debentures decreased from $8.7 million of debentures paying 12%
interest to $4.6 million of new debentures, split between new
Series C debentures maturing at the end of 2005 and paying 7%
annual interest in kind, and new Series D debentures maturing at
the end of 2006 and paying 8% annual interest in kind.

Michael Wellesley-Wesley, Chyron President and CEO commented: "We
are pleased with the first quarter improvement in our revenues,
gross margin and profitability. Our increased focus on research
and development was rewarded at the NAB tradeshow in April, where
we won two major awards for new products. Our new HyperX multi-
format high definition (HD) character generator graphics system
won the prestigious Broadcast Engineering Magazine Pick Hit Award
for its superior technology, ease of use and affordability. Our C-
Mix high definition (HD) graphics mixer won TV Technology
Magazine's prestigious Mario Award." Mr. Wellesley-Wesley then
added, "The successful completion of our debt retirement and
restructuring in February has significantly reduced our debt load
and has allowed us to focus resources on marketing and making
additional investments in product development. As consumer demand
for HDTV programming increases, we remain optimistic that the
increased levels of industry spending we are beginning to
experience will continue to grow."

At March 31, 2004, Chyron Corporation's balance sheet shows a
total stockholders' deficit of about $1.5 million compared to a
deficit of about $1.6 million at December 31, 2003.

                    About Chyron

Chyron, The Company the Whole World Watches, is a leading
developer of broadcast television graphics hardware and software
ranging from high-definition turnkey systems to OEM board-level
solutions. Since introducing its first character generator in
1970, Chyron has become an industry standard whose brand name is
synonymous with broadcast television graphics. Chyron's current
product line includes the Duet/Lyric family of graphic and
animation systems, Aprisa still and clip store systems, video
mixing solutions, telestration, OEM board-level products, asset
management, and more. For more information about Chyron products
and services, please visit the company website at
http://www.chyron.com/


CONCENTRA: S&P Affirms B+ Corporate & Senior Secured Debt Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Concentra Inc., a health services provider
focused on worker's compensation.

At the same time, Standard & Poor's affirmed its 'B+' senior
secured debt rating on Concentra Operating Corp.'s existing senior
secured debt, assigned its 'B+' senior secured debt rating to the
company's proposed $70 million of additional term debt, and
assigned its '2' recovery rating to all of the company's senior
secured credit facility. This facility comprises a $100 million
revolving credit facility, an existing $332.5 million in term debt
maturing in 2009, and a proposed $70 million of additional term
debt maturing in 2009. The '2' recovery rating indicates that
Standard & Poor's expects a substantial recovery of principal
(80%-100%) in the event of default.

Standard & Poor's also affirmed its 'B-' subordinated debt rating
on the company's existing $180 million of 9.5% senior subordinated
notes maturing in 2010 and assigned the same rating to Concentra's
proposed $150 million senior subordinated notes maturing in 2012.

The outlook is negative.

Standard & Poor's expects Concentra to use about $48 million of
on-hand cash, the proceeds from the $70 million of additional
senior secured term debt, and the $150 million of new senior
subordinated notes to retire its $142.5 million 13% senior
subordinated notes and $5.8 million of accrued interst. The
company will also pay a $97 million dividend to its shareholders,
and pay for approximately $22 million of related fees, expenses,
and tender premium costs.

After the transaction, Concentra will have approximately $790
million of debt outstanding (including $57.9 million of holding
company debt).

"The low-speculative-grade ratings on Concentra reflect the
company's relatively narrow business focus and its vulnerability
to weakness in the U.S. economy, particularly relating to
employment levels," said Standard & Poor's credit analyst Jesse
Juliano. "In addition, although Concentra has a lower total cost
of capital, has near-full availability of its $100 million
revolving credit facility, and faces no near-term debt maturities,
its leverage continues to be high."

These concerns are partially offset by the company's diverse payor
mix, its ability to function in the challenging employment
environment of the past three years, and its improved operating
performance in 2003 and early 2004.

In addition to providing health services for workplace injuries,
privately held Concentra, based in Addison, Texas, offers in-
network and out-of-network bill review, repricing, and negotiation
services designed to reduce its clients' medical and
administrative costs. The company also offers management services
that coordinate medical care to reduce disability duration.
Concentra operates nationwide and has a well-diversified clientele
that includes employers and providers of workers' compensation,
automobile insurance, and group health and related employee
benefits. Revenue is paid on a fee-for-service or
percentage-of-savings basis, or with a flat fee.


CONSECO FINANCE: Fitch Removes Green Tree Ratings from Neg. Watch
-----------------------------------------------------------------
Fitch removes certain certificates of Conseco Finance Corp.'s
Green Tree Recreational, Equipment and Consumer Trusts from Rating
Watch Negative and affirms 'CC' ratings.

The 'CC' rating indicates that a principal loss is expected given
the current performance of the underlying collateral.

Green Tree Recreational, Equipment and Consumer Trust rating
actions are as follows:

   Series 1996-B Asset-Backed Certificates,

     --Rating affirmed at 'CC', remove from Rating Watch Negative.

   Series 1996-C Asset-Backed Certificates,

     --Rating affirmed at 'CC', remove from Rating Watch Negative.

   Series 1996-D Asset-Backed Certificates,

     --Rating affirmed at 'CC', remove from Rating Watch Negative.

   Series 1997-A Asset-Backed Certificates,

     --Rating affirmed at 'CC', remove from Rating Watch Negative.

   Series 1997-D Asset-Backed Certificates,

     --Rating affirmed at 'CC', remove from Rating Watch Negative.

   Series 1998-B Asset-Backed Certificates, Class B-2,

     --Rating affirmed at 'CC', remove from Rating Watch Negative.

   Series 1998-C Asset-Backed Certificates, Class B-2,

     --Rating affirmed at 'CC', remove from Rating Watch Negative.

   Series 1999-A Asset-Backed Certificates, Class B-2,

     --Rating affirmed at 'CC', remove from Rating Watch Negative.


CONSOLIDATED FREIGHTWAYS: Selling Major Fla. Facilities on May 20
-----------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 228 total properties with an appraised value over $400 million
-- Consolidated Freightways announced that it is placing three of
its largest Florida facilities for sale to the highest bidders on
May 20.

Two of the properties are located in Orlando and will be sold
either separately or as whole, through an open auction process.
238 CF employees formerly worked at the Orlando facilities. The
northern Orlando terminal consists of a 97-door cross-dock
distribution facility situated on 16.91 acres and is located at
828 West Taft Vineland Rd. A contract price for the northern
terminal has been established at $4,200,000.

The southern terminal consists of an 85-door cross-dock
distribution facility situated on 17.29 acres, located at 10066
General Drive. A contract price has been established for the
southern terminal of $3,400,000.

The contract price to purchase the entire Orlando property is
$7,600,000.

A third terminal in Jacksonville is also for sale to the highest
bidder through a reserve auction process on May 20. The
Jacksonville facility is located at 2120 North Lane Ave.
Industrial Park. It is a 64-door cross-dock terminal situated on
6.61 acres. Seventy-seven CF employees formerly worked at the
Jacksonville terminal.

A starting price of $895,000 has been established for the
Jacksonville property.

All terminals have been closed to operations since September 3,
2002 when the 75-year-old company filed for bankruptcy protection.
Since then CF has been liquidating the assets of the corporation
under orders of the bankruptcy court.

Interested parties who would like to participate in the May
bankruptcy auction should submit the form Request to be Designated
a Qualified Bidder at Auction. That form can be found at
http://www.cfterminals.com/Overbidder.htmland must be submitted  
prior to the date of the auction. The indicated deposit must also
be received, via wire or certified check, prior to the date of the
auction.

To date, 198 CF properties throughout the U.S. have been sold for
over $335 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's web site -- http://www.cfterminals.com-
- to Transportation Property Company at 800-440-5155.


CONSOLIDATED FREIGHTWAYS: Detroit Facility Up For Sale on May 20
----------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 228 total properties with an appraised value over $400 million
-- Consolidated Freightways announced that it is placing its
Detroit distribution facility located at 9860 Eagle Ave., in
Dearborn for sale to the highest bidder, through a reserve auction
process scheduled for May 20, 2004. A contiguous 4.62 acre
property is also included in the sale.

The Detroit property is a 96-door cross-dock distribution facility
situated on 7.26 acres and has been closed to operations since
September 3, 2002 when the 75-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
238 CF employees formerly worked at the Detroit terminal.

A starting price of $895,000 has been established for the CF
properties. Interested parties who would like to participate in
the May bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 198 CF properties throughout the U.S. have been sold for
over $335 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's web site -- http://www.cfterminals.com/
-- to Transportation Property Company at 800-440-5155.


CORECOMM NEW YORK: Court Fixes May 24 Deadline to File Claims
-------------------------------------------------------------
On April 8, 2004, the U.S. Bankruptcy Court for the Southern
District of New York entered an order fixing a deadline for
creditors to file proofs of claim against Corecomm New York Inc.
and its debtor-affiliates.

The Court fixes May 24, 2004 at 5:00 p.m. as the deadline to file
proofs of claim.  Claim forms must be delivered to:

            If by mail:

               U.S. Bankruptcy Court               
               Southern District of New York       
               RE: Corecomm New York, Inc., et al.
               P.O. Box 5077                       
               Bowling Green Station
               New York, NY 10274

           If by hand or overnight courier:

               U.S. Bankruptcy Court               
               Southern District of New York       
               RE: Corecomm New York, Inc., et al.
               One Bowling Green
               Room 511
               New York, NY 10004-1408

Exempted from the Bar Date are claims:
     
        (i) already filed with the Clerk of Court;
       (ii) listed on the Debtor's Schedule;
      (iii) previously allowed by the order of the Court;
       (iv) already paid by the Debtors;
        (v) consisting as an expense of administration;
       (vi) based solely on an interest in any Debtor;
      (vii) limited exclusively to the repayment of principal,
            interest or applicable fees and charges arising from
            notes issued by the Debtors; and        
     (viii) on account of customer deposits for services provided
            by the Debtors.

Copies of the Debtors' Schedules of Assets and Liabilities are
available for inspection at http://www.nysb.uscourts.gov/

New York-based CoreComm, which provides local and long-distance
phone service and Internet access, filed for chapter 11 protection
on January 15, 2004 (Bankr. S.D.N.Y. Case No. 04-10214). Willkie
Farr & Gallager LLP represents the Debtor in its restructuring
efforts.


CORPORATE MEDIA: Americana Publishing Gains $2MM from Liquidation
-----------------------------------------------------------------
Americana Publishing, Inc. (OTC Bulletin Board: APBH) announced
that the liquidation through bankruptcy of its wholly owned
subsidiary, Corporate Media Group, Inc. (CMG), will result in a
one-time extraordinary gain for this quarter of $2,166,803. The
gain is attributable to the discharge of debt through the
bankruptcy process in the amount of $3,686,233, reduced by
$1,519,430, the carrying value of CMG's assets. Although an
adversarial claim is still pending concerning the former president
of CMG, no other creditors directly related to the bankruptcy have
filed claims, thus resulting in the aforementioned gain.

As previously reported, Americana's CMG subsidiary filed a Chapter
7 voluntary bankruptcy petition (Bankr. E.D. Tenn. Case No. 03-
15217) on August 5, 2003 to dispose of a non-performing tape and
CD duplication company and eliminate $2.1 million debt from its
balance sheet. Judge R. Thomas Stinnett presides over the case.
Debtor's counsel is Forrest R. Carlton, II.


               About Americana Publishing, Inc.

Americana Publishing, Inc. is a vertically integrated multimedia
publishing company whose primary business is publishing and
selling audio books, print books and electronic books in a variety
of genres. Sales of its products are conducted through the
Internet, as well as a distribution network of more than 35,000,
retail stores, libraries and truck stops. According to the Audio
Publishers Association (APA), annual sales of audio books are
nearly $2 billion. Currently 42 million Americans listen to audio
books and 58 percent of that group listen to more than 2 per
month.
                        *   *   *

               GOING CONCERN UNCERTAINTY

In its Form 10-KSB for the fiscal year ended December 31, 2003,
Americana Publishing, Inc. states:
             
"Our financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.
During the years ended December 31, 2003 and 2002, we incurred
losses of $2,520,972 and $2,615,518, respectively. In addition, as
of December 31, 2003, our total current liabilities exceeded our
total current assets by $2,895,438, and our shareholders' deficit
was $2,525,828. These factors, among others, raise substantial
doubt about our ability to continue as a going concern."


COVAD COMMS: Employee Stock Acctg. Issue Delays Form 10-Q Filing
----------------------------------------------------------------
Covad Communications Group, Inc. (OTCBB:COVD), a leading national
broadband service provider of high-speed Internet and network
access, announced that it will file for a five-day extension with
the Securities and Exchange Commission to submit its Form 10-Q for
the first quarter of 2004.

The delay is being requested because of a lone accounting issue
regarding treatment of stock issued to Covad employees under its
2003 Employee Stock Purchase Plan (ESPP). The company is still in
the process of determining the full extent of the non-cash
compensation expense adjustments, if any, that will be required
and the period or periods in which the expense will be recorded.
However, Covad notes that any compensation charge that it is
required to record will have no impact on future cash flow.

Covad is able to report cash usage for the first quarter of 2004
of $11 million, including cash equivalents, short-term
investments, restricted cash and investments, but excluding net
proceeds associated with its issuance of $125 million of
convertible debentures and retirement of $50 million in notes
payable. For the first quarter, digital subscriber lines decreased
by 1,200 from the fourth quarter 2003 primarily because of
shifting partner sales strategies.

Covad also reconfirms the guidance for the first quarter 2004 that
was provided in February. For the first quarter of 2004 revenue is
expected to be $106 - 109 million, broadband subscription billings
$88 - 91 million, net loss $13 - 17 million, and EBITDA profit to
be $3 - 6 million. Please refer to the attached table for
additional information, including a reconciliation of the non-GAAP
financial performance measures to the most comparable GAAP
measures.

Covad will issue first quarter results and conduct a conference
call for investors as soon as the analysis is complete.

                About Covad Communications

Covad -- whose December 31, 2003 balance sheet shows a total
stockholders' equity deficit of $5,553,000 -- is a leading
national broadband service provider of high-speed Internet and
network access utilizing Digital Subscriber Line (DSL) technology.
It offers DSL, T1, hosting, managed security, IP and dial-up, and
bundled voice and data services directly through Covad's network
and through Internet Service Providers, value-added resellers,
telecommunications carriers and affinity groups to small and
medium-sized businesses and home users. Covad services are
currently available across the nation in 44 states and 235
Metropolitan Statistical Areas (MSAs) and can be purchased by more
than 57 million homes and businesses, which represent over 50
percent of all US homes and businesses. Corporate headquarters is
located at 110 Rio Robles San Jose, CA 95134. Telephone: 1-888-GO-
COVAD. Web Site: http://www.covad.com/


COVANTA: Danielson Appoints Horowitz As Interim President & CEO
---------------------------------------------------------------
Danielson Holding Corporation (Amex: DHC) announced that Jeffrey
R. Horowitz, 54, has been named the Company's interim President
and Chief Executive Officer, succeeding Samuel Zell as the
Company's President and Chief Executive Officer.  Mr. Zell
currently remains as Chairman of the Company's Board of Directors.  
Mr. Zell had previously announced his intention to step down from
these positions before the end of the year.

Mr. Horowitz previously served as Senior Vice President, General
Counsel and Secretary of Covanta Energy Corporation prior to its
acquisition by the Company.

Mr. Zell stated, "I have complete confidence in Jeff and his
ability to coordinate the integration of Danielson and Covanta, a
business with which Jeff is very familiar.  Jeff's appointment
will also allow Covanta CEO, Tony Orlando, to focus all of his
efforts on the management and strategic planning of Covanta in
this critical period following its emergence from bankruptcy.
Jeff will also be active in assisting the Danielson Board in
choosing a permanent CEO."

"I am excited about the opportunity," noted Mr. Horowitz,
"and I look forward to working with Danielson to commence its
previously announced rights offering in the second quarter and
continuing to work with Covanta's outstanding management team as
we integrate Covanta with the Danielson organization."

Danielson Holding Corporation is an American Stock Exchange
listed company, engaging in the energy, financial services and
specialty insurance business through its subsidiaries.  
Danielson's charter contains restrictions that prohibit parties
from acquiring 5% or more of Danielson's common stock without its
prior consent.

Danielson recently acquired Covanta Energy Corporation, an
internationally recognized owner and operator of waste to energy
power generation projects.  Covanta's waste-to-energy facilities
convert municipal solid waste into energy for numerous
communities, predominantly in the United States.  Covanta also
operates water and wastewater treatment facilities.

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)   


DAN RIVER: Employs Woolard Harris as Chief Restructuring Officer
----------------------------------------------------------------
Dan River Inc., and its debtor-affiliates seek permission from the
U.S. Bankruptcy Court for the Northern District of Georgia, Newnan
Division, to employ Woolard Harris as Chief Restructuring Officer
for Operations to provide operational management and advisory
services to the Debtors.

The Debtors want to hire Mr. Harris because of his experience,
knowledge and reputation in operating troubled textile companies,
including in the context of Chapter 11 proceedings, selected Mr.
Harris, a partner with Carl Marks Consulting Group LLC.  The
Debtors believe that Mr. Harris possesses the requisite expertise
and is well qualified to provide the operational advisory services
that will be required in Dan River's cases.

Mr. Harris will charge the Debtors his current hourly rate of $550
per hour.

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


DELTA AIR LINES: Bankruptcy Risk Prompts S&P's Negative Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Delta
Air Lines Inc. (B-/Negative/--) and revised the long-term rating
outlook to negative from stable. Delta disclosed in its first-
quarter 2004 10Q filing with the SEC that failure to secure needed
cost reductions, regain profitability, and maintain access to the
capital markets could force the company to file for bankruptcy.
"The warning makes explicit what previous company statements had
hinted at, and may indicate that Delta believes it will have to
move to the brink of bankruptcy to persuade its pilots to grant
concessions," said Standard & Poor's credit analyst Philip
Baggaley.

Delta's pilots' union has thus far offered only limited
concessions that fall far short of what management is seeking. The
negotiating process is being slowed by a sweeping strategy review,
to be completed by the end of the second quarter, being undertaken
for Delta's CEO, and by the fact that normal scheduled egotiations
with the pilots do not start until August 2004. In the company's
10Q, management lowered its previous guidance for 2004 operating
cash flow, saying cash from operations will be sufficient to fund
daily operations plus only a portion of the planned $300 million
of nonaircraft capital expenditures. Delta agreed on May 3, 2004,
to recall 1,060 pilots furloughed after the Sept. 11, 2001,
attacks, following an arbitrator's ruling against the airline,
even though current operations do not need them, adding to the
company's expenses.

Ratings on Delta, the third-largest U.S. airline, were lowered to
current levels March 17, 2004. The ratings reflect financial
damage from heavy losses over the past several years; a high
operating cost structure; substantial debt, lease, and
postretirement liabilities; and ongoing risks associated with the
company's participation in the cyclical and price-competitive
airline industry. Positive factors are the company's solid market
position in the U.S. domestic and trans-Atlantic markets and
the work rule flexibility and productivity made possible by a
mostly nonunion work force. Given the slow pace of pilot contract
negotiations, Delta will likely continue to report the heaviest
losses among U.S. airlines, consuming cash and undermining its
already weakened balance sheet.

Delta reported a $383 million net loss for the first quarter of
2004, in line with previous guidance. Delta's CEO, Gerry
Grinstein, portrayed the trend of losses and declining liquidity
as "clearly unsustainable over the long term," and described the
company's balance sheet as "severely damaged to the point of
exhaustion." Delta's pretax loss margin of negative 18.2%
was far worse than that of other large U.S. airlines.

Ratings anticipate continued heavy, though gradually declining
losses, and a reduction in cash balances. Negotiations with pilots
for cost concessions could last into late 2004 or even 2005, when
their contract becomes amendable. Failure to make progress on
those talks, or worse-than-anticipated financial results, could
result in a downgrade.


DII INDUSTRIES: KBR Inks Sale Pacts with Intermarine & North Shore
------------------------------------------------------------------
The DII Industries, LLC Debtors ask the Court to:

   (a) approve the terms and conditions of a Purchase and Sale
       Agreement between Intermarine, Inc., and KBR, Inc.;

   (b) approve the terms and conditions of a binding letter of
       intent agreement between North Shore Supply Company, Inc.,
       and KBR; and

   (c) authorize the consummation of the contemplated
       transactions without further Court approval.

                 The Greens Bayou Fabrication Yard

KBR operates three distinct businesses at a property known as the
"Greens Bayou Fabrication Yard."  The three businesses are:

   * the KBR fabrication business;

   * the Joe D. Hughes stevedoring business that is the subject
     of the Intermarine Agreement; and

   * the pipe mill business that is the subject of the North
     Shore Agreement.

Michael G. Zanic, Esq., at Kirkpatrick & Lockhart, LLP, informs
the Court that the KBR fabrication business has historically been
the Yard's main source of revenue.  KBR has performed some
significant projects at the Yard, building some of the largest
and most complex structures for the offshore oil and gas market.
Market conditions, however, have forced KBR to reconsider its
business strategy as it relates to the Yard.  In particular, the
major oil and gas companies have deferred and cancelled the
construction of large offshore fabrication platforms and the KBR
fabrication business at the Yard has not been engaged in a major
oil and gas fabrication project in a number of years.  In
addition, KBR's lack of continued investment in its fabrication
business, as well as higher labor costs, have been the principal
reasons for KBR's inability to remain competitive in its bids for
new fabrication work.

The Joe D. Hughes Business and the Pipe Mill Business are
secondary businesses.  KBR can no longer justify continued
capital investment in the Joe D. Hughes Business and the Pipe
Mill Business without a much larger and more profitable
fabrication business to support them.  The operational costs for
maintaining the Yard have made these two secondary businesses
marginal at best and KBR made the determination to refocus its
business efforts on the engineering and construction services
aspect of its business which has traditionally been the core
revenue generating segment of KBR's overall business.

After extensive internal discussions and analysis, the Debtors
decided to sell these secondary businesses.  Although the
decision to sell these businesses were made over a year and a
half ago, it was not until recently that the Debtors were able to
secure strong purchase offers from qualified buyers for the Joe
D. Hughes Property and the Pipe Mill Property.

Mr. Zanic notes that the sale of the Joe D. Hughes Business and
the Pipe Mill Business pursuant to the Intermarine Agreement and
the North Shore Agreement are separate and distinct sale
transactions and the closing of each transaction is not
contingent on the Court's approval of the other.

                     The Intermarine Agreement

Pursuant to the Intermarine Agreement, KBR has agreed to sell
certain of its real estate, assets, equipment, inventory,
improvements, and on-going business activities related to the Joe
D. Hughes Business to Intermarine.

Specifically, KBR will sell to Intermarine:

   (1) certain real property located at 14305 Industrial Road, in
       Harris County, Texas;

   (2) all improvements, KBR's utility infrastructure, and
       fixtures of any kind attached to the Land or located in
       the property, together with all appurtenances; and

   (3) certain equipment located on the Land.

In addition to the Equipment, the property included in the sale
transaction will include all rights, title, and interest to the
trade name "Joe D. Hughes" and related marks and logos,
documents, commercial and estimating processes, telephone
numbers, customer history, computer hardware, and associated
peripherals used in the operation of the Joe D. Hughes Business.

The principal terms of the Intermarine Agreement are:

Purchase Price            Intermarine will pay KBR $16,620,000
                          for the Joe D. Hughes Property in cash
                          at the Intermarine Closing.

Effective Date of         The effective date of the Intermarine
Agreement                 Agreement is the date that a fully
                          executed counterpart of the Intermarine
                          Agreement and a $200,000 earnest money
                          deposit is received by the title
                          company.

Closing                   The closing of the sale of the Joe D.
                          Hughes Property will occur on the date
                          no later than 20 days from the end of
                          the Feasibility Period.

Employees                 Effective at the Intermarine Closing,
                          Intermarine will hire on a permanent,
                          full-time basis certain of the existing
                          employees who are employed in the
                          operation of the Joe D. Hughes
                          Business.

Purchaser's Right of      Intermarine has the limited right to
Termination During        terminate the Intermarine Agreement
Feasibility Period        pursuant to the terms of the
                          Intermarine Agreement.

Mammoet Lease             KBR agrees to assume and assign to
                          Intermarine the Lease Agreement as of
                          the Intermarine Closing.

Governing Law and         The Intermarine Agreement will be
Dispute Resolution        governed by and construed in accordance
                          with the laws of the State of Texas.
                          As an exclusive substitute for
                          litigation, KBR and Intermarine agree
                          to settle through a dispute resolution
                          process set forth in the Intermarine
                          Agreement, any dispute, controversy or
                          claim which may arise between them
                          concerning the Intermarine Agreement,
                          the Joe D. Hughes Property, or the sale
                          transaction.

Release                   Intermarine expressly agrees that KBR
                          is selling the Joe D. Hughes Property
                          in its strict "as is where is"
                          condition.  KBR makes no, and
                          Intermarine expressly waives any,
                          representations, warranties or
                          guarantees, to Intermarine as to the
                          quality or the condition,
                          merchantability, suitability, or
                          fitness of the Joe D. Hughes Property.

                    The North Shore Agreement

Pursuant to the North Shore Agreement, KBR has agreed to sell to
North Shore the equipment, assets, and properties related to the
operation of its pipe mill business located at 14035 Industrial
Road, in Houston, Texas.

Specifically, KBR will sell to North Shore:

   (1) a 23.5-acre tract of real property;

   (2) all buildings and improvements on the Land and all
       fixtures attached to the buildings and improvements,
       together with all appurtenances to the Land, including any
       assignable right, title, and interest of KBR in access
       easements and adjacent waterways, streets, roads, alleys,
       or rights-of-way, and, to the extent they are severable as
       to only the Land or the Pipe Mill Business, existing
       plans, surveys, reports and studies, and licenses, permits
       and other intangible entitlements issued by the City of
       Houston, Harris County, the State of Texas or any agency,
       and utility service rights, permits, applications, and
       commitments;

   (3) all of KBR's machinery, equipment, parts, tools, supplies,
       furniture and other unattached tangible personal property
       situated on the Land or in the buildings that are not in
       the receiving dock building and worth less than $1,000
       individually, or that are not specified on the schedule to
       the North Shore Agreement;

   (4) certain mobile assets;

   (5) with the exception of materials that are proprietary,
       subject to confidentiality agreements with third parties,
       or subject to privilege, documents, commercial and
       estimating processes used in the Pipe Mill Business,
       telephone and facsimile numbers for the Pipe Mill
       Business, customer history records of the Green Bayou
       business, and records of the Pipe Mill Business;

   (6) all assignable permits and licenses owned by KBR and
       related solely to the Green Bayou Property or the
       operation of the Pipe Mill Business; and

   (7) any other assignable assets and property used solely in
       connection with the ownership, maintenance or operation of
       the Land or improvements or the operation of the Pipe Mill
       Business.

The principal terms of the North Shore Agreement are:

Consideration             North Shore will deliver at the North
                          Shore Closing in immediately available
                          funds a purchase price of $7,600,000 to
                          KBR, subject to any inventory
                          adjustments, pro-ration of taxes, and
                          other adjustments mutually agreed upon
                          by KBR and North Shore, provided,
                          however, that the purchase price will
                          not be less than $7,100,000.

Closing                   The closing will occur within 75 days
                          from the date of the North Shore
                          Agreement.

Earnest Money             Within two business days after the
                          execution of the North Shore Agreement,
                          North Shore will deliver to the title
                          company $100,000 in immediately
                          available funds.  The North Shore
                          Earnest Money will be fully refundable
                          at North Shore's election for any
                          reason and at any time during the
                          Exclusivity Period -- the period
                          commencing on the North Shore Effective
                          Date and expiring on the 45th day after
                          the North Shore Effective Date.  The
                          North Shore Earnest Money will become
                          non-refundable if:

                          * following the Exclusivity Period, the
                            North Shore Agreement terminates for
                            any reason without a definitive
                            agreement having been executed; or

                          * following the execution of the
                            definitive agreement, the North Shore
                            Closing fails to occur for any reason
                            other than failure of the North Shore
                            Closing to occur as a result of a
                            breach of the definitive agreement by
                            KBR, or as a result of any of the
                            conditions specified in the
                            paragraphs (a), (c), (d) or (e) of
                            Section 1.17 of the North Shore
                            Agreement not being satisfied.

Governing Law &           The North Shore Agreement will be
Dispute Resolution        governed by and construed in accordance
                          with the laws of the State of Texas.
                          As an exclusive substitute for
                          litigation, KBR and North Shore agree
                          to settle through a dispute resolution
                          process set forth in the North Shore
                          Agreement, any dispute, controversy or
                          claim which may arise between them
                          concerning the North Shore Agreement,
                          the Pipe Mill Property, or the sale
                          transaction.

Release                   North Shore expressly agrees that KBR
                          is selling the Pipe Mill Property in
                          its strict "as is where is" condition.
                          KBR makes no, and North Shore expressly
                          waives any, representations, warranties
                          or guarantees, to North Shore as to the
                          quality or the condition,
                          merchantability, suitability or fitness
                          of the Pipe Mill Property.

                    Arm's-Length Negotiations

Mr. Zanic assures the Court that the terms of the Intermarine
Agreement and the North Shore Agreement were reached after
extensive arm's-length negotiations between KBR and Intermarine
and North Shore.  The Intermarine Agreement and the North Shore
Agreement were not the product of collusion and there is no
insider affiliation between the Debtors and Intermarine and North
Shore.

The Debtors believe that the value received from selling the Joe
D. Hughes Property and the Pipe Mill Property will be better used
to grow their businesses in other areas that have a higher growth
and better risk or reward allocation.  Failure to enter into the
Intermarine Agreement and the North Shore Agreement will
materially, adversely, and irreparably impair any and all value
that KBR currently has in those businesses, and may ultimately
lead to their liquidation.

The Debtors note that Intermarine is well known to KBR since it
is the single largest customer of the Joe D. Hughes Business and
the Joe D. Hughes Business handles majority of Intermarine's
overall business.  Intermarine has played a very active role in
the potential sale of the Joe D. Hughes Property from its early
stages in November 2003 when it was close to being sold to
another purchaser.  Intermarine then actively participated in the
bidding process for the Joe D. Hughes Property, and ultimately
made the most financially attractive purchase offer.

Mr. Zanic tells the Court that Intermarine is a qualified buyer
with sufficient availability of cash to consummate the
Intermarine Agreement.  In addition, Intermarine has agreed to
hire at least 75% of the currently employed Joe D. Hughes
employees.  This serves as a significant benefit to KBR by
ensuring that it will no longer be obligated to pay employee
benefits and severance to certain of its employees.

Mr. Zanic also points out that KBR has marketed the Pipe Mill
Business for approximately one and a half years and during this
entire time, there has only been one interested party that has
made a legitimate offer to purchase the Pipe Mill Property.  The
marketing and sale process that was employed with respect to the
sale of the Pipe Mill Property was consistent with the sale
and marketing procedures related to the sale of the Joe D. Hughes
Property.  The pipe markets are a very mature, low-margin, and
low-growth area.  If KBR does not sell the Pipe Mill Property to
North Shore, it is conceivable that KBR may not be able to sell
the Pipe Mill Business at all, and will have to liquidate the
business, selling all inventory and equipment on average of $.15
to $.40 for each dollar of such inventory and equipment.  This
potential liquidation price will be significantly less than the
value of the business if it is sold as a going concern.  In
addition, in a liquidation scenario, KBR would be forced to
terminate approximately 80 of its employees and may then be
liable for a significant amount in severance to its employees.

Mr. Zanic contends that North Shore is a qualified buyer with
sufficient cash available to consummate the North Shore Agreement
and it has committed to finalizing the transaction with minimal
interruptions to the business.  North Shore has also committed to
hire at least 75% of the currently employed Greens Bayou
employees.

           Assumption and Assignment of Unexpired Lease

Mr. Zanic explains that the Intermarine Agreement requires KBR to
assume and assign a certain lease obligation related to real
property, which is currently leased by KBR to Mammoet USA, Inc.,
in accordance with the Lease Agreement, dated November 9, 2001.
Pursuant to the Lease Agreement, KBR leases to Mammoet a storage
facility that is used for the storage of Mammoet's heavy haul
equipment.

KBR is not in default of any of its obligations under the Lease
Agreement proposed to be assumed and assigned to Intermarine.
The conveyance and assignment of the Lease Agreement to
Intermarine, in and of itself, will provide each non-debtor
contracting party with adequate assurance of the future
performance under the Lease Agreement.  Once the Lease Agreement
is assigned, Intermarine will be able to perform all obligations
under the Lease Agreement.

Headquartered in Houston, Texas, Kellogg, Brown & Root is engaged
in the engineering and construction business, providing a wide
range of services to energy and industrial customers and
government entities in over 100 countries. DII has no business
operations.  The Company filed for chapter 11 protection on
December 16, 2003 (Bankr. W.D. Pa. Case No. 02-12152). Jeffrey N.
Rich, Esq., Michael G. Zanic, Esq., and Eric T. Moser, Esq., at
Kirkpatrick & Lockhart LLP, represent the Debtors in their
restructuring efforts.  (DII & KBR Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DOMAN INDUSTRIES: Supreme Court Approves Port Alice Mill Sale
-------------------------------------------------------------
Doman Industries Limited announced that the Supreme Court of
British Columbia issued an order in connection with proceedings
under the Companies Creditors' Arrangement Act, approving the sale
of the Port Alice Mill to Port Alice Specialty Cellulose Inc., an
affiliate of LaPointe Partners, Inc.

Under the purchase and sale agreement, the purchaser acquires
substantially all of the Port Alice Mill assets including adjusted
working capital valued at $2.73 million in consideration for one
dollar and the assumption of outstanding obligations relating to
the Mill, including employee and pension liabilities. All of the
existing Port Alice employees will be offered employment by the
purchaser as a condition of the transaction. The sale closed
today.

A copy of the purchase and sale agreement may be obtained by
accessing the Company's website at http://www.Domans.com/

                        About Doman

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


ENRON CORP: Court Authorizes Ocean Spray Settlement Pact
--------------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code and Rule 9019 of
the Federal Rules of Bankruptcy Procedure, Enron Energy Services,
Inc., and Enron Services Operations, Inc., sought and obtained
the Court's approval of the settlement agreement they entered
into with Ocean Spray Cranberries, Inc.

Prior to the Petition date, the Enron Corp. Debtors and Ocean
Spray entered into these agreements:

   * Energy Alliance Agreement, dated as of December 31, 1998,
     by and between Ocean Spray and EESO, as amended;

   * Agreement to Share Costs, dated as of September 21, 2000,
     by and between Ocean Spray and EESO; and

   * Enron Master Firm Sales Agreement, dated May 1, 1998,
     between Ocean Spray and EESI.

Pursuant to the Agreements, EESI and EESO provided Ocean Spray
and certain of its affiliated entities with power, natural gas,
energy project design and construction and bill payment services.  
As credit support for the Agreements, Enron Corporation issued a
Guaranty Agreement, dated January 15, 1999, for Ocean Spray's
benefit.  On April 10, 2002, the Court authorized the Debtors to
reject the Energy Alliance Agreement under Section 365 of the
Bankruptcy Code.

Melanie Gray, Esq., at Weil, Gotshal & Manges, LLP, in New York,
reports that EESI and EESO have invoiced Ocean Spray around
$5,400,000 for prepetition services rendered pursuant to the
Agreements.  Ocean Spray has filed proofs of claim for rejection
damages against the Debtors aggregating about $8,900,000.

In their desire to amicably settle all matters between them,
EESI, EESO and Ocean Spray entered into a Settlement Agreement on
January 7, 2004.  The salient terms of the Settlement Agreement
provide for:

   (a) a payment by Ocean Spray to EESO and EESI;

   (b) Ocean Spray's withdrawal of all proofs of claim; and

   (c) mutual releases by the parties of all claims, obligations
       and liabilities under the Agreements, including, without
       limitation, the Guaranty.

Ms. Gray asserts that the Settlement Agreement:

   -- provides for a partial recovery to EESI and EESO based on
      their accounts receivable from Ocean Spray;

   -- results in the final satisfaction of all claims between
      EESI, EESO and Ocean Spray related to the Agreements;

   -- mitigates the risk that Ocean Spray would have a claim
      under the Plan of Reorganization, greater than EESI's and
      EESO's accounts receivable from Ocean Spray; and

   -- mitigates the risk that Ocean Spray would be entitled to
      set off all of its rejection damages against the accounts
      receivable owed to EESI and EESO. (Enron Bankruptcy News,
      Issue No. 107; Bankruptcy Creditors' Service, Inc., 215/945-
      7000)


ERN LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: ERN, LLC
        3102 Lord Baltimore Drive, Suite 101
        Baltimore, Maryland 21244

Bankruptcy Case No.: 04-20521

Type of Business: The Debtor provides point of sale check
                  guaranty and credit card servicing to
                  merchants.  See http://www.ern-llc.com/

Chapter 11 Petition Date: April 28, 2004

Court: District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsels: Carrie Weinfeld, Esq.
                   James A. Vidmar, Jr., Esq.
                   Rebecca S. Beste, Esq.
                   Linowes and Blocher, LLP
                   7200 Wisconsin Avenue, Suite 800
                   Bethesda, MD 20814
                   Tel: 301-961-5231

Total Assets: $1,159,361

Total Debts:  $12,878,478

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Baron Financial Corp.                   $10,000,000
c/o Sam Buchbinder
500 Stroke Boulevard, Suite 200
northbrook, IL 60062

Internal Revenue Service                   $529,534
Special Procedures Branch
Bankruptcy Section
31 Hopkins Plaza, Room 1120
Baltimore, MD 21201

MCI                                         $60,833

SBC Ameritech                               $35,856

State Board of Equalization                 $14,881

Thomson Financial Publishing                $12,860

Thomson Media                               $12,450

Purchase Power                              $12,108

Massachusetts Department of Revenue         $11,438

Shared Technologies Fairchild               $11,084

Oracle Corp.                                 $8,600

Internal Revenue Service                     $8,338

DHL Danzas Air & Ocean                       $7,565

NYS Employment Taxes                         $7,472

Hilton Pikesville                            $7,197

South Carolina Department of Revenue         $7,194

Dell Financial Services                      $6,673

State of New Jersey                          $5,585

Tevel, LLC                                   $5,180

Electronic Transactions Assoc.               $4,861


EYE CARE CENTERS: S&P Places Low-B Ratings on CreditWatch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on optical
retailer Eye Care Centers of America Inc. (ECCA), including the
'B' corporate credit rating, on CreditWatch with negative
implications.

The CreditWatch placement follows ECCA's recent S-1 filing for an
initial public offering of Income Units (IUs), representing shares
of the company's class A common stock and senior subordinated
notes due 2014. ECCA also plans to offer a separate issue of
senior subordinated notes and to issue class B common stock.
Concurrent with the offering, the company will enter into a new
senior secured credit facility. ECCA expects to use proceeds from
the proposed offering and new credit facility to repay about
$107 million of bank loan debt, redeem $130 million of 9.125%
subordinated notes and floating-rate notes, redeem preferred stock
and accrued dividends of about $62 million, and repurchase shares
of its common stock.

"Based on its preliminary review, Standard & Poor's believes that
use of the IU structure by ECCA exhibits a more aggressive
financial policy," explained Standard & Poor's credit analyst Ana
Lai. "It also reduces the company's financial flexibility, as most
of its cash flow will be used to pay debt service and a dividend
on the new common shares. As such, the structure limits ECCA's
ability to withstand potential operating challenges and also
reduces the likelihood for future deleveraging."

Although the company's operating performance has been relatively
stable, the intensely promotional and highly competitive nature of
the optical industry could pressure operations given ECCA's small
size relative to its main competitors, LensCrafters and Cole
National. In addition, the debt portion of the IUs may not be
treated as debt by the U.S. Internal Revenue Service (IRS) for
federal income tax purposes. The inability to deduct interest on
the subordinated notes may materially increase the company's
taxable liability, making the income securities uneconomic.

ECCA is the third-largest optical retail chain in the U.S. as
measured by net revenues, operating 360 stores primarily in the
superstore format. Standard & Poor's will meet with management to
discuss the financial and business impact of the proposed
transaction prior to resolving the CreditWatch listing.


EXIDE TECH: Trade Creditors Sell 66 Claims Totaling $1.7 Million
----------------------------------------------------------------
From March 11, 2004 to April 26, 2004, the Clerk of Court  
recorded 66 claim transfers in Exide Technolgies, Inc.'s chapter
11 case, aggregating $1,703,473:

Transferee                Transferors                      Amount
----------                -----------                      ------
Fair Harbor Capital, LLC  Mid-South Measurements           $3,999
                          Leding Lubricants                 7,180
                          Pump Pros, Inc.                  11,577
                          Robert Smith Photography, Ltd.    5,000
                          Paradise Building Service        11,625
                          Francisco De Anda                 5,359
                          Francisco De Anda                 1,548
                          Petro-Chemical Equipment Co.      4,008
                          Merchandising Incentives Corp.   10,961
                          Industrial Shoe Company           9,060
                          Ferguson Harbor, Inc.             4,826
                          Toshiba Machine Company           3,757
                          Clean Image, Inc.                 9,670
                          Attlin Construction, Inc.        16,608
                          Zee Medical Service               4,911
                          Furniture Consultants             5,453
                          Uptime Technology, Inc.           4,496
                          Option One                        5,600
                          M4 Accounting Support             3,950
                          E.W.P., Inc.                      6,332
                          Treadwell & Rollo, Inc.          30,102

Argo Partners             Inland Paperboard & Packaging   104,225
                          Industrial Crating, Inc.         27,180
                          Born Information Services        14,350
                          Faircount                        14,950
                          Allied Handling Equipment Co.     5,514
                          Strategic Energy                268,818

Revenue Management        Wainfleet Box & Pallet            2,187
                          Associated Construction Corp.     2,134
                          Buckman Transport, Ltd.           5,385
                          Center For Forensic Economic
                             Studies                       20,184
                          Creole Engineering Sales Co.      3,751
                          Furman Co. Facilities, LLC       35,623
                          Global Personnel Svcs, Inc.       5,649
                          Hile Controls of Alabama, Inc.    2,926
                          Hinkey Dodge                      4,205
                          Innovative Promotions             1,265
                          Inroads Eap, Inc.                 2,871
                          Jamac, Inc.                       1,233
                          Juarbe, Enrique et al.          275,000
                          Kwik Fill                         2,233
                          Malter International              1,194
                          Mintax, Inc.                     46,332
                          Mintax, Inc.                     47,772
                          Ogunwale, Oluseyi                25,000
                          Omnidox, LC                     114,293
                          People Unlimited                  1,327
                          Potomac Metals, Inc.              3,322
                          Rair Technologies                 2,476
                          PS Personnel                      8,480
                          Sabados, Michael & Anna          68,005
                          Sandman, Inc.                     1,389
                          Southern Floor Specialists        3,360
                          Sid Boedeker Safety Shoe Svc      2,493
                          Staffing Solutions                9,551
                          T&S Machining, Inc.              12,688
                          Tiegel Mfg.                       6,881
                          Truck City of Gary Dealer         2,480
                          Uptime Technology, Inc.           4,496
                          Warner Supply, Inc.               2,801
                          Warner Supply, Inc.               1,775
                          Wildman Harrold Allen            16,686

Longacre Master Fund      Anixter, Inc.                    97,934

Westrock Battery, Ltd.    Revenue Management               22,023

Climate Services, Inc.    Revenue Management                1,794

Wells Fargo Equipment
Finance, Inc.             SCG Capital Corporation         233,216

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)


F&G ASSOCIATES: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: F&G Associates
        7261 Rickenbacker Drive
        Gaithersburg, Maryland 20879

Bankruptcy Case No.: 04-20419

Chapter 11 Petition Date: April 27, 2004

Court: District of Maryland (Greenbelt)

Judge: Duncan W. Keir

Debtors' Counsel: Merrill Cohen, Esq.
                  Cohen & Baldinger
                  7101 Wisconsin Avenue, Suite 1200
                  Bethesda, MD 20814
                  Tel: 301-881-8300

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 4 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
PEPCO                                       $40,000

Paley & Rothman                             $12,422

Washington Gas                              $11,186

WSSC                                         $1,481


FACTORY 2 U STORES: Couchman Entities Disclose 6.6% Equity Stake
----------------------------------------------------------------
Couchman Partners, L.P., Couchman Capital LLC, and Jonathan
Couchman beneficially own 1,192,200 shares of the common stock of
Factory 2 U Stores, Inc., representing 6.6% of the common stock of
the Company.  6.6% is based on 17,946,882 shares of common stock
outstanding  as of December 12, 2003 as reported in the Company's
financial statements filed with the  Securities and Exchange
Commission on December 16, 2003.

The Couchman Entities have sole power to vote or dispose of the
1,192,200 shares, however the shares are held directly by Couchman
Partners, L.P.  Because Jonathan Couchman is the sole  member of
the Management Board of Couchman Capital LLC, which in turn is the
general partner of Couchman Partners L.P., these entities may be
deemed, pursuant to Rule 13d-3 of the  Securities Exchange Act of
1934, as amended, to be the beneficial owners of all shares of
common stock of Factory 2 U Stores held by Couchman Partners, L.P.

The principal business address of Couchman Partners, L.P., is c/o
Hedge Fund Services (BVI) Limited, James Frett Building, PO Box
761, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands.  
The principal business address of Couchman Capital LLC and Mr.
Couchman is 800 Third Avenue, 31st Floor, New York, New York
10022.  Couchman Partners, L.P., is a British Virgin Islands
limited partnership. Couchman Capital LLC, is a Delaware limited
liability company.  Jonathan Couchman is a citizen of the United
States of America.

               About Factory 2-U Stores, Inc.

Headquartered in San Diego, California, Factory 2-U Stores, Inc.
-- http://www.factory2-u.com/-- operates a chain of off-price
retail apparel and housewares stores in 10 states, mostly in the
western and southwestern US, sells branded casual apparel for the
family, as well as selected domestics, footwear, and toys and
household merchandise. The Company filed for chapter 11 protection
on January 13, 2004 (Bankr. Del. Case No. 04-10111). M. Blake
Cleary, Esq., and Robert S. Brady, Esq., at Young Conaway Stargatt
& Taylor, LLP represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $136,485,000 in total assets and
$73,536,000 in total debts.


FEDERAL-MOGUL: Proposes Chapter 11 Plan Solicitation Protocol
-------------------------------------------------------------
The Federal-Mogul Corporation Debtors ask the Court to approve:

   (a) uniform Voting Procedures;

   (b) customized forms of Ballots and Master Ballots;

   (c) the scope and form of mailed and publication notice of
       the Debtors' reorganization proceedings; and

   (d) a Voting Record Date.

                      The Voting Procedures

A. Asbestos Personal Injury Claims

   (a) Notice to and Voting by Attorneys for Asbestos Personal
       Injury Claims in the United States

       Some 365,000 Asbestos Personal Injury Claims had been
       asserted against the Debtors as of the Petition Date in
       the United States.  Although no bar date for the filing of
       Asbestos Personal Injury Claims was established in these
       proceedings, the Debtors intend to ask the Court to allow
       the claims temporarily for voting Purposes.

       The Debtors do not have mailing addresses for many known
       individual holders of Asbestos Personal Injury Claims in
       the U.S.  Prior to the Petition Date, the Debtors'
       asbestos claims were historically processed by the
       Debtors' insurers and by the Center for Claims Resolution,
       which maintained the data by name and address of counsel
       for a given claimant, rather than for the claimant
       themselves.

       Thus, the Debtors propose:

          -- to provide Solicitation Packages to attorneys for
             holders of Asbestos Personal Injury Claims in the
             United States rather than providing Solicitation
             Packages to the claimants themselves;

          -- that the attorneys will also vote on the Plan with
             respect to the Asbestos Personal Injury Claims to
             the extent the attorneys have the authority to do
             so;

          -- that individual holders of Asbestos Personal Injury
             Claims will have the ability to request a
             Solicitation Package directly from the Voting Agent
             or, in the alternative, be entitled to vote their
             claims themselves and either return their Ballot
             directly to the Voting Agent or transmit their votes
             to their attorneys for inclusion on a Master Ballot
             that the attorney will then return to the Voting
             Agent; and

          -- that Individual holders of Asbestos Personal Injury
             Claims in the United States will also have the
             ability to vote their claims directly in the event
             their attorney lacks or is otherwise unable to
             certify that he or she has the authority to vote or
             grant a proxy for voting on the Plan on behalf of
             the claimant in question.

       The Voting Agent will cause a Solicitation Package to be
       mailed directly to individuals in accordance with the
       Voting Procedures, if:

          -- an individual holder of an Asbestos Personal Injury
             Claim requests a Solicitation Package;

          -- proof of an Asbestos Personal Injury Claim has been
             signed and filed by an individual prior to the
             Voting Record Date; or

          -- an attorney timely advised the Voting Agent of the
             names and addresses of individuals who should
             receive their own Solicitation Packages.

   (b) Notice to Known Holders of Asbestos Personal Injury Claims
       in the United Kingdom

       About 1,000 other Asbestos Personal Injury Claims had been
       asserted against Debtor T&N Limited and certain of its
       subsidiaries in the United Kingdom as of the Petition
       Date, together with certain other claims arising from
       countries other than the United States and the United
       Kingdom.

       As with Asbestos Personal Injury Claims asserted by
       claimants in the United States, the Debtors will ask the
       Court to allow Asbestos Personal Injury Claims asserted by
       claimants in the United Kingdom temporarily for voting
       purposes.  Unlike in the United States, however, the
       Debtors' records contain names and addresses for all known
       holders of Asbestos Personal Injury Claims against the
       Debtors.  

       Accordingly, the Debtors will cause a Solicitation Package
       to be mailed to all holders of Asbestos Personal Injury
       Claims in the United Kingdom directly.

   (c) Assignment of Values to Asbestos Personal Injury Claims
       for Voting Purposes

       Most of the individual Asbestos Personal Injury Claims
       asserted against the Debtors have not been assigned values
       in either the Debtors' Chapter 11 cases or administration
       proceedings in the United Kingdom.  In particular, there
       has been no requirement for proofs of claim on account of
       Asbestos Personal Injury Claims to be filed in either
       these Chapter 11 cases or in the U.K. Debtors'
       administration proceedings.

       Instead, individual Asbestos Personal Injury Claims will
       be assigned values according to the Asbestos Personal
       Injury Trust Distribution Procedures filed with the Plan.

       The value assigned by the TDP to an Asbestos Personal
       Injury Claim is based on two separate criteria:

          * The claims listing in the relevant tort system of the
            Debtor against whom an Asbestos Personal Injury Claim
            is asserted; and

          * The Disease Level of the Claim.

       The instructions accompanying the Ballots and Master
       Ballots to be used in voting on the Plan will provides for
       the values to be ascribed to Asbestos Personal Injury
       Claims based on these criteria.  In the case of Asbestos
       Personal Injury Claims to which a value is not ascribed by
       the TDP, claims against the Insured PI Trust Funds will
       utilize the matrix values established for T&N/U.S. Claims,
       while T&N/ROW claims will each be ascribed a value of
       $1 for voting purposes only.

       All values assigned to Asbestos Personal Injury Claims by
       the Voting Procedures are to be used solely for voting
       purposes.

   (e) Certifications by Claimants and Attorneys Voting Asbestos
       Personal Injury Claims

       No vote on the Plan by or on behalf of a holder of an
       Asbestos Personal Injury Claim will be counted by the
       Voting Agent unless the Ballot or Master Ballot reflecting
       the vote is submitted to the Voting Agent with written
       certifications.  The certifications will be under penalty
       of perjury for United States claimants that:

          -- the holder of the Asbestos Personal Injury Claim has
             experienced exposure to an asbestos-containing
             material or product with respect to which the
             relevant Federal-Mogul entity has legal liability;
             and

          -- the holder of the Asbestos Personal Injury Claim has
             the Disease Level asserted on the holder's Ballot or
             Master Ballot, based on medical records or similar
             documentation in the possession of the parties
             specified on the ballot.

       In the case of United States claimants whose claims are
       voted by their attorney, the attorney must certify which
       will be under penalty of perjury pursuant to Section 1746
       of the Judiciary and Judicial Procedures Code, that he or
       she has the authority to:

          -- cast a Ballot on the Plan on behalf of the holders
             of each of the Asbestos Personal Injury Claims
             listed on a Master Ballot; and

          -- represent the disease category indicated with
             respect to each holder of an Asbestos Personal
             Injury Claim listed on the Master Ballot, which
             disease category is true and correct.

       If an attorney cannot make these certifications, the
       attorney is required to send to the Voting Agent, within
       30 days after the mailing of the Solicitation Package, a
       list of the names and addresses of claimants on whose
       behalf the attorney is not entitled to vote, in which case
       individual Solicitation Packages will be sent to the
       claimants.

B. Claims by Holders of Debt Securities

   Federal-Mogul Corporation issued several Notes in addition to
   a single issue of Convertible Subordinated Debentures.  The
   Notes are guaranteed by certain of the other Debtors and are
   secured by the stock held by Federal-Mogul in certain of its
   United States subsidiaries.  Many of the Notes are not held
   directly by the beneficial owners, but are in instead held in
   "street name" by various financial institutions that hold the
   Notes on the beneficial owners' behalf.

   Therefore, the Voting Procedures contain customary procedures
   for the distribution of Solicitation Packages to Debt Nominees
   and provide for either the "prevalidation" of individual
   Ballots or the compilation of Master Ballots by the Debt
   Nominees.  Prevalidated Ballots will be returned directly to
   the Voting Agent.  If Prevalidated Ballots are not used,
   individual Ballots will be summarized on a Master Ballot and
   then returned to the Voting Agent.

C. Deemed Conversion of Convertible Subordinated Debentures to
   Federal-Mogul Corporation Common Stock

   Absent an affirmative election to the contrary, the holders of
   Convertible Subordinated Debentures will be deemed to convert
   their Convertible Subordinated Debentures to Federal-Mogul
   Corporation Common Stock, which will allow them to receive
   Warrants under the Plan to purchase common stock in
   Reorganized Federal-Mogul Corporation.  The instructions to
   the Ballots and Master Ballots for the Convertible
   Subordinated Debentures will explain this deemed conversion,
   and the Ballots and Master Ballots themselves will provide the
   holders of Convertible Subordinated Debentures to
   affirmatively opt out of the conversion.  

D. Equity Interests

   The holders of certain preferred and common equity interests
   in Federal-Mogul Corporation are entitled to vote on the Plan.
   As of the Voting Record Date, holders of Equity Interests in
   Federal-Mogul Corporation will receive a Solicitation Package
   and a Ballot.  

   Many of the Equity Interests are not held directly by the
   beneficial owners, but are instead held in "street name" by
   various financial institutions that hold the Equity Interests
   on behalf of the beneficial owners.  The Voting Procedures
   contain customary procedures for the distribution of
   Solicitation Packages to Equity Nominees and provide for
   either the prevalidation of individual Ballots or the
   compilation of Master Ballots by the Equity Nominees.  
   Prevalidated will be returned directly to the Voting Agent.  
   If prevalidated ballots are not used, individual Ballots will
   be summarized on a Master Ballot and then returned to the
   Voting Agent.
  
E. The Voting Agent
  
   The Voting Agent will assist the Debtors in the distribution
   of Solicitation Packages and the tabulation of votes and
   proxies on the Plan.  The Voting Agent will be the principal
   initial contact for the holders of Claims and Equity Interests
   for inquiries on the Plan and the Voting Procedures, both
   through the telephone helplines to be established under the
   Voting Procedures and at the Federal-Mogul Reorganization  
   Web site  at http://fmoplan.com

F. Aggregation of Multiple Unsecured Claims

   For purposes of voting, classification, and treatment under
   the Plan, each entity that holds or has filed more than one
   Unsecured Claim against any particular Debtor will be treated
   as if the entity has only one Unsecured Claim against the
   Debtor, and the Unsecured Claims filed by the entity will be
   aggregated and the total dollar amount of the entity's
   Unsecured Claims against a given Debtor will be the sum of the
   aggregated Unsecured Claims asserted by the entity against the
   Debtor.

   For purposes of voting, classification and treatment under the
   Plan other than with respect to Debt Securities, the number
   and amount of Unsecured Claims held by an entity to which any
   Unsecured Claim is transferred and which transfer is effective
   pursuant to Rule 3001(e) of the Federal Rules of Bankruptcy
   Procedure no later than the close of business on the Voting
   Record Date will be determined based on the identity of the
   original holder of the Unsecured Claim and whether any
   Unsecured Claims held by the entity entitled to vote as of the
   Voting Record Date would be aggregated pursuant to Section
   VI(c)(i) of the Voting Procedures if they were held by the
   original owner as of the Voting Record Date.

G. Bank Claims, Surety Claims, and Noteholder Claims Asserted
   Against Multiple Debtors

   Bank Claims, Surety Claims and Noteholders Claims are placed
   into classes under the Plan with respect to both Debtor
   Federal-Mogul Corporation and certain of its direct and
   indirect subsidiaries.  This classification reflects the fact
   that the subsidiaries guaranteed or pledged assets to secure
   the repayment of the obligations giving rise to the Claims.  
   The Ballots for these Claims will provide that, as a default,
   the claimants will vote to accept or reject the Plans of all
   of the Debtors against whom they have Claims.

   However, in the event that the holder of the Claims wish to
   accept the Plan as it applies to certain of the Debtors and
   reject the Plan as it applies to others, the Ballots will
   provide that the claimholder may affirmatively elect the
   option.

H. Pending Objections

   Claimholders that are the subject of pending objections as of
   the Voting Record Date are not entitled to vote on the Plan
   unless the Bankruptcy Court allows their claims by the Voting
   Deadline.

I. Claimants' Voting Motion

   Any claim holder that is not entitled to vote because its
   Claim is the subject of an objection pending before the
   Bankruptcy Court, or is entitled to vote but seeks to
   challenge the amount of the allowed amount of the Claim for
   voting purposes, may file a Claimants' Voting Motion.  A
   Claimant's Voting Motion must be filed within 30 calendar days
   after the later of the:

      -- notice of the Confirmation Hearing and Creditors'
         Meetings are mailed; and

      -- service of the notice of an objection to the Claim.

J. Vote on Request to Summon Creditors' Meetings and Resolutions
   to be Proposed in Connection with U.K. Administration
   Proceedings

   Holders of Claims against the U.K. Debtors will utilize their
   Ballots to vote in favor of or against certain matters in the
   U.K. Debtors' administration proceedings in the United
   Kingdom.

           Proposed Solicitation and Notice Procedures

1. Contents of the Solicitation Packages

   The Voting Agent will solicit acceptances of the Plan by
   distributing the Plan, Disclosure Statement and related
   materials to a broad range of creditors and equity security
   holders asserting claims against and holding interests in the
   Debtors.  The solicitation materials to be distributed to the
   creditors and interest holders will include:

      (a) notice of the Confirmation Hearing and the time fixed
          for submitting votes accepting or rejecting the Plan
          and the time fixed for filing objections to
          confirmation of the Plan;

      (b) the order approving the Debtors' Disclosure Statement
          with respect to the Plan;

      (c) the Disclosure Statement;

      (d) solely for holders of claims and interests in classes
          entitled to vote on the Plan, appropriate Ballots and
          voting instructions;

      (e) solely for entities entitled to vote on the Plan,
          pre-addressed, postage-paid return envelopes for
          Ballots and Master Ballots; and

      (f) any other materials ordered by the Bankruptcy Court to
          be included as part of the Solicitation Package.

2. Notification Program for the Plan

   The Debtors developed a comprehensive notice program intended
   to provide notice of the Plan to both known and unknown
   claimants and holders of interests.  The Notification
   Program are divided into discrete components:

      I. Direct mailed notice to known creditors of both the U.S.
         and the U.K. Debtors, to parties listed on the Debtors'
         Schedules of Assets and Liabilities as counterparties to
         executory contracts or unexpired leases, and to 38,000
         current and former employees of the U.K. Debtors;

     II. Published notice of the Debtors' reorganization
         proceedings in newspapers and magazines in the United
         States, United Kingdom, and 121 other countries where
         the Debtors may have conducted asbestos-related business
         activities.  Published notice also will appear in
         international editions of multi-country publications
         like Time and the International Herald Tribune.  
          
         The Publication Notice Program may be divided into
         Subprograms:

         * The U.S. publication notice, which is targeted to
           reach both asbestos-related and non-asbestos-related
           claimants in the U.S.;

         * Two separate notices of the Plan in the U.K.:

              -- The first notice will be targeted at non-
                 asbestos-related creditors and will be placed in
                 The Financial Times, The Daily Telegraph, and
                 The Sunday Times; and

              -- The second notice will be targeted at potential
                 asbestos-related claimants and will be placed in
                 six publications of national circulation in the
                 United Kingdom as well as 16 local publications;
                 and

         * Program of published notice in 121 countries around
           the world in which the Debtors believe that Debtor T&N
           Limited and its subsidiaries and associated companies
           may have conducted asbestos-related activities.  

           The Debtors' records do not permit a definitive
           determination of every location in which an
           asbestos-containing product of the Debtors may have
           been applied or to which an asbestos-containing
           product of the Debtors may have been shipped.  
           Accordingly, the Debtors relied on three principal
           sources in determining where exposure to asbestos may
           have resulted from one of the Debtors' products:

              (1) the location of T&N's non-U.K. subsidiaries and
                  associated companies;

              (2) the countries in which T&N's subsidiary, J.W.
                  Roberts Limited, granted licenses for spraying
                  Sprayed Limpet Asbestos; and

              (3) references to asbestos-related business
                  activities in a given country contained in
                  T&N's historical documents archive.

           The Debtors propose a four-tiered system of
           publication notice in countries other than the United
           Kingdom and the United States:

           (a) Tier I

               Countries in which T&N had an overseas subsidiary
               and associated company.  In all countries except
               Nigeria, T&N and its subsidiaries granted SLA
               license or licenses to one or more parties.  Tier
               I consists of 24 countries.  The Debtors will
               cause notice to be placed in two national or large
               circulation publications per country, plus one
               publication in each city identified as having a
               subsidiary or associated company or an SLA
               licensee located therein.

           (b) Tier II

               Countries in which T&N and its subsidiaries
               granted an SLA license or licenses to one or more
               parties but did not have a subsidiary or
               associated company.  Tier II consists of 51
               countries.  The Debtors will cause notice to be
               placed in one national or large circulation
               publications per country, plus one publication in
               each city identified as having an SLA licensee
               located therein.

           (c) Tier III

               Countries in which the search of records sampled
               from T&N's electronic archive database yielded
               some evidence of asbestos-related activities, but
               T&N had no subsidiary or associated company in the
               country and a review of the records sampled as
               part of the search did not demonstrate that an SLA
               license was granted to a party in that country.  
               Tier III consists of 46 countries.  The Debtors
               will cause notice to be placed in one national or
               large circulation publication per country.

           (d) Tier IV

               Countries in which no subsidiary, associated
               company or SLA License was present and a review of
               the records sampled indicated that no T&N
               asbestos-related activities occurred in the
               country.  Tier 4 consists of six countries.  
               Potential claimants in Tier IV countries will
               receive notice of the Plan solely through
               placement of the notices in the international
               publications.

    III. Various additional means of outreach, like Internet
         banner advertising and a press release.  Other
         mechanisms intended to further the effectiveness of the
         notices include an informational Web site on the
         Internet at http://www.fmoplan.comand telephone  
         helplines in both the United States and the United
         Kingdom.  The Web site and telephone helplines will be
         prominently featured in the mailed and publication
         notices.

                Forms of Ballots and Master Ballots

The forms of Ballot and Master Ballot are tailored to address the
particular aspects of the Debtors' reorganization proceedings and
to include certain relevant and appropriate information for each
class of Claims.

A. Claims Against Multiple Debtors

   The holder of a single claim against multiple Debtors may
   affirmatively opt to accept the Plan as it pertains to certain
   of the Debtors and reject the Plan as it pertains to others of
   the Debtors by so indicating on its Ballot and attaching a
   separate sheet to the Ballot allocating its votes on the Plan.

B. Forms of Ballot for Asbestos Personal Injury Claims

   The Asbestos Ballots request information from holders of    
   Asbestos Personal Injury Claims sufficient to allow the
   Debtors to classify the claims properly, as to the claimant's
   Disease Level and the Debtor or Debtors against whom their
   Asbestos Personal Injury Claims are asserted.  The Asbestos
   Ballots also enable those holders of Asbestos Personal Injury
   Claims who assert claims against one or more of the U.K.
   Debtors, to vote on certain matters in connection with the
   U.K. Debtors' administration proceedings.

C. Votes by Holders of Claims against the U.K. Debtors on Certain
   Matters in Connection with the U.K. Debtors' Administration
   Proceedings

   Holders of Claims against the U.K. Debtors will also vote on
   whether to demand that the Administrators summon meetings of
   the creditors of the U.K. Debtors pursuant to Section 17(3) of
   the U.K. Insolvency Act 1986 for the purposes of considering
   and voting on these resolutions:

      (a) that the Administrators:

          -- propose Schemes of Arrangement or Voluntary
             Arrangements and take all necessary steps to summon
             meetings of creditors and members to consider and
             vote on the Schemes; or

          -- apply to the U.K. Court for discharge of the U.K.
             administration orders and give the Plan Proponents
             14 days' notice of the application; and

     (b) that the expenses of summoning and holding any of the
         meetings of creditors are to be payable out of the
         estates of the U.K. Debtors as an expense of the
         administration proceedings.

   The holders of claims against the U.K. Debtors will also vote    
   on whether to appoint individuals to be the agent and proxy
   holder of the claimholders at the meetings of creditors, or at
   any adjournment of those meetings, to vote in favor of the
   Resolutions or any modifications of the Resolutions that the
   agent and proxy holder deems appropriate.  As part of the
   solicitation process, the Plan Proponents will also be
   authorized, as agents of the Claimholders voting in favor of
   making the Demand, to take all steps that the Plan Proponents
   consider necessary or desirable to facilitate the Marketing
   Procedures described in the Plan, including issuing
   proceedings and making applications to the U.K. Court.

   The votes with respect to the Demand, the Resolutions and the
   certain other matters are being taken because the
   Administrators have not agreed to recommend Schemes of
   Arrangement and Voluntary Arrangements that parallel the Plan.  
   The Plan Proponents are working toward an agreement with the
   Administrators to recommend parallel Schemes of Arrangement
   and Voluntary Arrangements.  In case negotiations do not
   result in a consensual resolution with the Administrators, the
   Plan Proponents will, contemporaneously with soliciting votes
   on the Plan and conducting negotiations with the
   Administrators, solicit proxies relating to the Demand, the
   Resolutions and the related items.

   The Debtors believe that seeking the approval of the creditors
   of the U.K. Debtors for the Demand, Resolutions and related
   matters contemporaneously with soliciting votes on the Plan
   both promotes administrative efficiency in the Debtors'
   reorganization proceedings and reflects the reality of both
   the U.S. and U.K. proceedings.  

D. Compliance with Federal Rule of Bankruptcy Procedure

   Rule 3017(d) of the Federal Rules of Bankruptcy Procedure  
   requires the Debtors to mail a form of ballot, which
   substantially conforms to Official Form No. 14, to "creditors
   and equity security holders entitled to vote on the plan."  
   The Debtors believe that that the forms of Ballots and Master
   Ballots comport sufficiently with Official Form No. 14 to be
   used in these proceedings.

                        Voting Record Date

The Debtors ask the Court to set the date that is five days after
the entry of the order approving the Disclosure Statement as the
record date for purposes of determining creditors entitled to
vote or, in the case of non-voting classes, to receive the
Solicitation Package.  With respect to transfers of Claims, the
deadline for transfer objection must have passed as of the Record
Date in order for the transferee to be considered the holder of
the Claim entitled to vote on the Claim or otherwise receive a
Solicitation Package.

According to James E. O'Neill, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, P.C., in Wilmington, Delaware, the
proposed Voting Procedures, forms of Ballots and Master Ballots
and proposed notice procedures afford claimants with a full and
fair opportunity to approve or reject the Plan.

The voting procedures proposed for Asbestos Personal Injury
Claims are comparable to those established in substantially all
asbestos-related Chapter 11 reorganizations.  The Asbestos Voting
Procedures embody an efficient and well-established process for
allowing the holders of Asbestos Personal Injury Claims the
opportunity to vote on the Plan.

Mr. O'Neill notes that if any creditor seeks to challenge the
objection to its Claim for voting purposes, the creditor must
file with the Court a motion temporarily allowing the claim in a
different amount on or before the 30th day after the later of:

   (a) mailing of the notice of the Confirmation Hearing and
       Creditors' Meetings; and

   (b) service of a notice of an objection, if any, to the
       Claim.

The Debtors further propose that as to any creditor filing the
Motion, the creditor's Ballot should not be counted unless
temporarily allowed by the Court for voting purposes, after
notice and a hearing.

Mr. O'Neill says that the proposed Voting Procedures embody an
orderly and logical method for soliciting and tabulating the
Ballots of those parties entitled to vote on the Plan.

A free copy of the instructions for completing ballot for the
Second Amended Plan is available at:

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

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)


FELCOR LODGING: S&P Assigns B- Rating to Proposed $350MM Sr. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' senior
unsecured debt ratings to FelCor Lodging L.P.'s proposed $350
million senior notes due 2011.

The securities will be guaranteed by FelCor Lodging Trust Inc. and
FelCor Lodging L.P.'s domestic subsidiaries, and will be privately
placed under Rule 144A. FelCor Lodging L.P. is a limited
partnership, whose sole general partner and 95% owner is FelCor
Lodging Trust Inc. Combined with a portion of the cash on hand and
a $200 million draw down from FelCor Lodging Trust's secured debt
facility, proceeds will be used to redeem the $175 million 7.375%
senior notes due 2004 and to tender for $475 million of the $573
million currently outstanding 9.5% senior notes due 2008. During
April, FelCor purchased in the open market approximately $26
million of the 9.5% senior notes due 2008.

At the same time, Standard & Poor's affirmed its 'B-' senior
unsecured debt rating on FelCor Lodging L.P. and its ratings on
FelCor Lodging Trust, including the 'B' corporate credit rating.
The outlook is stable. Approximately $1.9 billion in consolidated
debt was outstanding at March 31, 2004, on a pro forma basis.

Pro forma for the planned debt transaction, operating lease
adjusted debt to EBITDA was 8.5x for the 12 months ended March 31,
2004. "While this measure is weak for the rating, the anticipated
lodging industry growth and asset sales should allow FelCor's
credit measures to strengthen in 2004 and 2005," said Standard &
Poor's credit analyst Sherry Cai. In May, the company raised its
2004 RevPAR growth guidance to 4%-5%, driven primarily by an
expected recovery in business travel. Standard & Poor's
expects that FelCor's debt to EBITDA measure to remain above 6x
through about the end of 2005.


FLEMING: St. Paul Wants $459,473 Advertising Payment from Rainbow
-----------------------------------------------------------------
The St. Paul Pioneer Press seeks allowance of an administrative
priority claim for $459,473.95 against Debtor Rainbow Food Group,
Inc.  Pioneer asks the Court to direct Rainbow to pay this claim
immediately.

Pioneer is in the business of publishing a daily newspaper, and
was a party with Rainbow to an annual revenue volume contract.  
This agreement provided a discounted pricing structure for
Rainbow on the condition that Rainbow purchase at least $2.5
million of advertising annually from Pioneer and its affiliated
entities.  The term of this agreement was from February 2, 2003,
through February 2, 2004.

Karen C. Bifferato, Esq., at Connolly Bove Lodge & Hutz LLP in
Wilmington, Delaware, reports that Rainbow has sold all of the
grocery stores within the markets served by Pioneer's
publications and is no longer performing under the agreement.  
The Sale Order did not authorize the Debtors to assume and assign
the Pioneer/Rainbow agreement.

Under the terms of the agreement, if Rainbow fails to purchase
$2.5 million in advertising during the one-year term, Rainbow
will be retroactively billed at a higher rate to be determined
from Pioneer's 2002 Retail Advertising Rate Card.  The bill is
calculated applying the Short Rate to all of the advertising
placed during the term of the contract, and Rainbow is to pay the
amount necessary to make up the difference between the Short Rate
total and the amount already paid for the advertising at the
lower rate.

Since Rainbow has not and cannot meet the revenue commitment
required to qualify for discounted advertising rates, Rainbow
owes Pioneer the difference.

                      Debtors Respond

The Fleming Companies Debtors believe that they have paid for and
are current as to any postpetition amounts billed by Pioneer for
postpetition advertising services under the prepetition agreement.  
According to Christopher J. Lhulier, Esq., at Pachulski Stang
Ziehl Young Jones & Weintraub PC in Wilmington, Delaware, those
billed amounts were based on the volume discount rate available
under the agreement.  The Debtors are still in the process of
reconciling a bill for $39,000, which they will promptly pay on
final review and verification of the calculations.

As of this date, the Debtors have not assumed or rejected the
agreement, but are in the process of reviewing this executory
contract and will act "in due course."  In all events, Pioneer is
not suffering any prejudice pending that determination.

Pioneer's administrative claim arises not from a postpetition
transaction, but from a prepetition contract that has not been
assumed by the Debtors.  There is no postpetition contract or
agreement between Pioneer and the estates capable of forming the
basis for an administrative claim.  When the Debtors make their
decision, Pioneer will either have a right to cure of the
defaults under the prepetition agreement, or to file a general,
unsecured claim -- which may, in turn, be objected to by the
Debtors.

In the meantime, Pioneer's claim should be limited to what is
reasonable for the advertising actually used, and the prepetition
agreement is inapplicable.  The Debtors tell the Court that
Pioneer's request is premature at this time and should be denied.

The Official Committee of Unsecured Creditors agrees with the
Debtors and urges the Court to deny Pioneer's request.

                         Lenders Object

Deutsche Bank Trust Company Americas, as Administrative Agent,
and JPMorgan Chase Bank, as Collateral Agent, Provider of
Treasury Services, and Syndication Agent, on behalf of themselves
and the other secured lenders, assert that there is no
availability under the DIP Facility and all outstanding
postpetition letters of credit for these payments.  Dennis Melor,
Esq., at Greenberg Traurig LLP in Wilmington, Delaware, contends
that the debt should not be paid until the Lenders are first paid
in full.

                         Pioneer Insists

Ms. Bifferato tells the Court that the term of the agreement has
expired by its own terms, and contrary to the vague wording in
the Debtors' response, Rainbow did not place the requisite $2.5
million of advertising during the contract term.  Furthermore,
now that the Plan is filed the objections to Pioneer's request
are "largely moot."

The Lenders object only to timing, asking that payment be delayed
until the effective date of a Plan.  Given that a Plan is now in
prospect, Pioneer withdraws its request for immediate payment of
its claim.

As to the Debtors' response, now that the agreement has expired
by its own terms, there is no longer an agreement to assume so in
effect the decision is made.  This failure by the Debtors to
assume or reject the agreement postpetition before its expiration
does not deprive Pioneer of its administrative claim.  The
Debtors are required to satisfy contractual obligations that
arise postpetition, and those obligations are administrative
claims.

Pioneer calculates its administrative claim at $459,473.95 -- the
difference between the discount rate and the short rate for
advertising placed by the Debtors after the Petition Date.  The
practice of the industry and the Debtors' prepetition conduct set
the value of the claim, intending by that to encourage vendors to
deal with a postpetition debtor by providing fair treatment to
those vendors and satisfying their legitimate expectations for
payment.  Contrary to the Debtors' suggestion of a limitation to
what is reasonable, contractual terms are the best indicator of
the actual value of goods and services provided postpetition.

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)


HEARTLAND PORK: Court Extends CCAA Protection to June 30, 2004
--------------------------------------------------------------
The Saskatchewan Court of Queen's Bench continued the stay of
proceedings with respect to Heartland Pork Management Services
and seven related hog operations. The stay was granted to extend
the protection offered under the Companies' Creditors Arrangement
Act to June 30, 2004 to ensure the businesses can continue
to operate as usual.

The judge adjourned Sterling Pork Farm's application to purchase
substantially all of the assets of those operations pending
further consideration by the court.

Saskatchewan Wheat Pool, the majority shareholder in these
operations has been providing interim financing to the hog
operations through the court protection process.

Headquartered in Regina, Saskatchewan, Saskatchewan Wheat Pool is
a publicly traded agribusiness co-operative. Anchored by a
prairie-wide grain handling and agri-products marketing network,
the Pool channels prairie production to end-use markets in North
America and around the world. These operations are complemented by
value-added businesses and strategic alliances, which allow the
Pool to leverage its pivotal position between prairie farmers and
destination customers.


HOLLINGER INTERNATIONAL: Reaches Settlement With Peter Y. Atkinson
------------------------------------------------------------------
Hollinger International Inc. (NYSE: HLR)announced that it has
reached a settlement agreement with a former director and officer
of the Company, Peter Y. Atkinson.  The terms of the settlement
are subject to approval by the Delaware Chancery Court in the
December 2003 derivative action brought by Cardinal Value Equity
Partners, LP, because Mr. Atkinson is a defendant in that action.

Under the settlement, the Company has received from Mr. Atkinson
approximately $2.8 million ($350,000 of which Mr. Atkinson paid in
November and December 2003), which represents 100% of the amounts
he received, plus interest, in payments (i) previously
characterized as "non-compete" payments, and (ii) under the
Company's "Hollinger Digital Management Incentive Plan." The
Company is holding these funds in an escrow account pending a
future application to the Delaware Chancery Court to approve the
terms of the settlement.

Mr. Atkinson, who had previously resigned as a director of
Hollinger International, has also resigned from his remaining role
as an Executive Vice President of the Company.  He will continue
as a consultant to the Company, assisting primarily on issues
relating to its ongoing post-closing adjustment dispute with
CanWest.  As a result of this settlement, Mr. Atkinson was not
named as a defendant in the amended complaint filed last Friday,
May 7, 2004 in the U.S. District Court for the Northern District
of Illinois.
    
Hollinger International Inc. is a global newspaper publisher with
English-language newspapers in the United States, Great Britain,
and Israel.  Its assets include The Daily Telegraph, The Sunday
Telegraph and The Spectator magazine in Great Britain, the Chicago
Sun-Times and a large number of community newspapers in the
Chicago area, The Jerusalem Post and The International Jerusalem
Post in Israel, a portfolio of new media investments and a variety
of other assets.

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

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


INDEPENDENCE I: Fitch Lowers $15MM Class C Notes' Rating to BB
--------------------------------------------------------------
Fitch Ratings downgrades three classes of notes issued by
Independence I CDO Ltd. The following rating actions are effective
immediately:

     --$217,893,732 class A notes downgraded to 'AA+' from 'AAA';
     --$50,000,000 class B notes downgraded to 'A-' from 'AA-';
     --$15,000,000 class C notes downgraded to 'BB' from 'BBB'.

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

Independence I is a collateralized debt obligation (CDO) managed
by Declaration Management & Research LLC that closed December 18,
2000. Independence I is composed of approximately 24.1% RMBS,
21.9% CMBS, 47.5% ABS and 6.5% CDOs. Included in this review,
Fitch Ratings discussed the current state of the portfolio with
the asset manager. The transaction's reinvestment period has ended
and the manager's sales are limited to defaulted assets and
equity.

Since Fitch's rating action July 17, 2003, collateral of $21.2
million (7.1%) has been downgraded to or below 'CCC+'. Total
collateral rated equal to or below 'CCC+' is $30.3 million
(10.2%). Assets rated 'BB+' or lower represented approximately
13.45% as of June 26, 2003, and increased to 22.35% as of the
trustee report dated March 26, 2004. The weighted average rating
factor has also deteriorated from 20 (BBB-) to 28 (BBB-/BB+).

The class A/B overcollateralization ratio and class C
overcollateralization ratio have decreased from 109.64% and
103.94%, respectively as of June 26, 2003 to 107.28% and 101.7% as
of the most recent trustee report. Both overcollateralization
ratios continue to pass their trigger levels.

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

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


ISLE OF CAPRI: Issues Statement on Move to Revoke Gaming License
----------------------------------------------------------------
In response to announcements made at Chicago Attorney General Lisa
Madigan's press conference Tuesday, Timothy M. Hinkley, president
and COO of Isle of Capri Casinos, Inc. (Nasdaq: ISLE), has issued
the following statement:

"We are greatly disappointed, but we are not surprised, by
Attorney General Lisa Madigan's announcement to resume hearings to
revoke the 10th license. We also take great issue with her
mischaracterizations of our company and the people who run our
company.

Throughout this process, the Isle of Capri Casinos has been open
and cooperative with the Illinois Gaming Board and its staff; we
played by the rules and we believe the process, created by
Madigan, was fair and open.

We strongly believe that Madigan's action is not in the best
interest of the people of Illinois. In the announcement, the AG
did not provide any new information; instead this process has
become a game of political one-up- man-ship.

We will continue to pursue the necessary approvals to develop our
project, including the approval of the bankruptcy court and the
Illinois Gaming Board."

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

                       *   *   *

As reported in the Troubled Company Reporter's March 18, 2004,
Edition, Standard & Poor's Ratings Services revised its outlook on
Isle of Capri Casinos, Inc. to negative from stable. At the same
time, Standard & Poor's affirmed its ratings on the company,
including its 'BB-' corporate credit rating.  

The outlook revision follows Isle's announcement that the company
has been selected by the Illinois Gaming Board as the successful
bidder for the 10th Illinois gaming license.  The company bid $518
million for the license.  Subject to final approval by the
Illinois Gaming Board and Bankruptcy Court approval, Isle intends
to construct a $150 million casino in Rosemont, which will include
40,000 square feet of gaming space and 1,200 gaming positions,
with expected completion to occur eight months after construction
commences.  Given initial capital spending plans, increased debt
associated with the Illinois project, and pro forma for Standard &
Poor's estimate of cash flow for the Rosemont property's first
full year of operation, debt to EBITDA, adjusted for operating
leases, will be between 5.0x and 5.5x by the company's fiscal year
end in April 2005. The company has not yet disclosed its plans for
financing the cost of the license and the new casino.

"The ratings reflect Isle's aggressive growth strategy, the
second-tier market position of many of its properties, and
increased expansion capital spending," said Standard & Poor's
credit analyst Peggy Hwan. "These factors are offset by the
company's diverse portfolio of casino assets, relatively steady
historical operating performance, and credit measures that have
historically been maintained in line with the rating."


KB TOYS: Sells Internet Assets to Toy Acquisition for $7.4MM+
-------------------------------------------------------------
KB Toys, Inc. announced that as part of its continued
restructuring efforts it has completed the sale to Toy Acquisition
Corp. of substantially all of its assets relating to the KB Toys
retail Internet operations. KB Toys also licensed various
trademarks and domain names to Toy Acquisition Corp., which will
operate the http://www.KBtoys.com/Web site under the license  
agreement. KB Toys will now focus on its core retail store and
wholesale operations.

The sale includes inventory, operational systems, certain
intellectual property and transfer of the leases for a fulfillment
center located in Blairs, Virginia and the Internet company
headquarters located in Denver, Colorado. Toy Acquisition Corp.,
which will be re-named eToys Direct, Inc., will operate in the
Blairs facility and will maintain its corporate headquarters in
Denver. Both KB Toys and eToys Direct will participate in select
joint marketing efforts going forward. KB Toys will assist in the
transition effective immediately.

"The sale of the Internet assets and licensing the
http://www.KBtoys.comretail site are significant reorganization  
steps planned as part of KB Toys' restructuring process. The
Company now may focus on its core competencies of toy retailing
and wholesaling," said Michael L. Glazer, chief executive officer
of KB Toys, Inc. "These transactions further reduce operating
expenses and improve our financial position. We can now devote our
efforts to positioning KB Toys stores for long-term success. We're
pleased that these arrangements allow our stores to continue to
benefit from online branding and that our customers will continue
to benefit from a KB Toys online retail presence."

The sale price includes approximately $7.4 million in cash plus a
minimum royalty payment to KB Toys, Inc. of $500,000 per year for
the next three years. In addition, a wholly owned subsidiary of D.
E. Shaw Laminar Portfolios has agreed to provide a $20 million
line of credit to eToys Direct. The acquisition was approved by
Judge Joel B. Rosenthal of the U.S. Bankruptcy Court, District of
Delaware on April 29, 2004.

eToys Direct, Inc. will operate as a subsidiary of D. E. Shaw
Laminar Portfolios, L.L.C., whose activities include the
deployment of capital in connection with the restructuring of
companies with valuable assets that may currently be experiencing
financial distress. D. E. Shaw Laminar Portfolios is a member of
the D. E. Shaw group, a New York-based investment and technology
development firm with approximately $8 billion in aggregate
capital.

"We're excited at the prospect of growing the eToys Direct
business, especially by expanding alliances with established
online and catalog retailers," said Max Holmes, a managing
director of D. E. Shaw & Co., L.P. and head of the firm's
distressed securities group. "In addition, the acquisition will be
an excellent complement to the online business of FAO Schwarz,
which we acquired in January."

KB Toys, Inc. is the nation's largest mall-based specialty toy
retailer. It is a more than 80-year old company, privately held
and headquartered in Pittsfield, Massachusetts.


LEINER HEALTH: S&P Junks Proposed $150MM Subordinated Debt Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on vitamin
and drug manufacturer Leiner Health Products Inc. to positive from
stable and affirmed its 'B' corporate credit rating on the
company.

At the same time, Standard & Poor's assigned its 'CCC+'
subordinated debt rating to Leiner's proposed $150 million Rule
144A note offering. Standard & Poor's also assigned a 'B' senior
secured bank loan rating and a '3' recovery rating to Leiner's
proposed $290 million bank loan due 2011. The '3' recovery
rating indicates that the asset values provide lenders with the
expectation of meaningful recovery of principal (50%-80%) in a
default scenario.

North Castle Partners LLC, Leiner's current majority equity owner,
and another equity sponsor, Golden Gate Capital LLC, are
recapitalizing the company. Each sponsor is investing $131.5
million, and Leiner management is reinvesting $15 million.
     
"The outlook revision reflects Standard & Poor's expectation that
Leiner's improved operating performance is sustainable," said
Standard & Poor's credit analyst Martin Kounitz. "However, while a
component of the company's financial risk has improved with higher
profitability, this improvement is somewhat dimmed by the
increased debt levels the company will incur following its planned
recapitalization."

The ratings on Leiner reflect the company's customer
concentration, the lack of pricing flexibility in the highly
competitive private-label vitamin market, the segment's
vulnerability to adverse publicity, and the company's leveraged
capital structure. These risk factors are somewhat mitigated by
the company's solid market positions in private-label vitamins,
minerals, and supplements (VMS), and in over-the-counter (OTC)
drugs. The ratings also derive strength from the company's strong
product innovation, its high customer service levels, and
demographic trends that will support its products. At many
retailers, private-label products are growing faster than their
branded counterparts.

Carson, California-based Leiner is the largest U.S. private-label
VMS manufacturer; that sector accounts for about 70% of company
sales, while the remainder comes from OTC drugs. The company also
markets its own brands, including the Your Life trademark. About
60% of its sales are to its top three accounts. The company's
products are mainly sold under private labels through mass
merchandisers, grocery and supermarket chains, drug stores, and
warehouse clubs. Given the lower pricing inherent in the
private-label business and the company's customer concentration,
pricing flexibility is limited. The VMS category is also
vulnerable to negative press reports on the efficacy of these
products that can have a significant effect on sales trends.


LIBERATE TECH: U.S. Trustee Meeting with Creditors on June 4
------------------------------------------------------------
The United States Trustee will convene a meeting of liberate
Technologies' creditors at 1:00 p.m., on June 4, 2004 in Room 2112
at J. Caleb Boggs Federal Building, 2nd Floor, 844 King Street,
Wilmington, Delaware 19801.  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 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 GROUP: Creditor Liquidating Trust Issues Q1 Status Report
----------------------------------------------------------------
Wells Fargo Bank Minnesota, N.A., Trustee of the Loewen Creditor
Liquidating Trust, delivered its Status Report to the Court
covering the period from January 1, 2004 through March 31, 2004.  
Wells Fargo also serves as Transfer Agent and Registrar of the
Trust under the Trust Agreement.

                          The Advisory Board

Wells Fargo advises that, as required by the Trust Agreement, the
Report for the Fourth Quarter of 2003 was approved by the Trust
Advisory Board during a meeting held on February 17, 2004.

                       Prime Succession Warrants

Maureen D. Luke, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, counsel to the Trustee, reports that on January 29,
2004, the liquidating plan for Prime Succession, Inc., and its
debtor-affiliates, became effective.  Accordingly, the Prime
Succession Warrants were cancelled and could no longer be
exercised.  The Prime Succession Warrants no longer have any
economic value to the Trust.

                           NAFTA Litigation

On June 26, 2003, the NAFTA Tribunal issued its decision in the
NAFTA Litigation, ruling in favor of the United States, concluding
that the Tribunal did not have jurisdiction to rule on the NAFTA
Litigation.  Alderwoods declined to petition the NAFTA Tribunal
for reconsideration, vacatur or clarification of the Decision.

However, both the United States and Raymond Loewen asked the NAFTA
Tribunal to render a supplemental Decision as to Raymond Loewen's
claim under Article 1116 of NAFTA.  These requests are pending
before the NAFTA Tribunal.

During the Report Period, the Trustee made no distribution with
respect to the NAFTA Net Proceeds.

                       Distributions by the Trust

A summary of Trust Units distributions for the period from January
through March 2004 reflects:

      Division               Allowed Amount             Holdings
      --------               --------------             --------
         02                       $2,000.00            $2,000.00
         08                            0.00                 0.00
         11A                  23,259,844.46        23,251,525.00
         11B                  88,135,539.27        88,135,414.00
         11F                   6,654,815.28         6,737,015.00
         11G                   7,582,779.21         7,582,769.00
         11H                  13,851,742.38        13,851,723.00

                  Totals      Total Class 11:    $139,560,416.00
                              Total Class 8:                0.00

                   Cash Receipts and Disbursements

Cash receipts and disbursements for the period from January
through
March 2004 are:
  
                                     Principle Cash   Income Cash
                                     --------------   -----------
Balance carried forward 12/31            $4,236.26-     $4,236.26

01/02  Interest on WF Govt Mort Fund
        SVC Class from 12/1/03-12/31/03                     58.38
01/02  Purchased $ 58.38 of WF Govt Mkt
        Fund SVC Class 1/02/04               58.38-
02/02  Interest on WF Govt MMKT Fund
        SVC Class from 1/01/04-1/31/04                      54.48
02/02  Purchased $ 54.48 of WF Govt Mkt
        Fund SVC Class 02/2/04               54.48-
03/01  Interest on WF Govt Mort Fund
        SVC Class from 2/1/04-02/29/04                      50.65

03/01  Purchased $50.65 of WF Govt MMkt
        Fund SVC Class                       50.65-
03/26  Sold $4,262.28 of WF Govt MMkt
        Fund SVC Class 3/26/04            4,262.28
03/26  Paid Wells Fargo Trustee Fees        914.38-
03/26  Paid Wells Fargo Trustee Fees      3,347.90-
      ____________________________________________________________

03/31  Ending Balance
        Principal Portfolio               4,399.77-
03/31  Ending Balance
        Income Portfolio                                 4,399.77
03/31  Ending Balance
        Invested Income Portfolio                            0.00

                         Last Month   Last Statemt    Last Tax
               Current     03/31          03/31         Year
               -------   ----------   ------------   ----------
Prin Cash    -4,453.03    -4,399.77    -4,399.77      -4,236.26
Income Cash   4,453.03     4,399.77     4,399.77       4,236.26

Prin Inv    102,305.06   102,251.80   102,251.80     106,350.57
Total Inv   102,305.06   102,251.80   102,251.80     106,350.57

                 Trustee's Fees and Expenses

The Trustee's fees and disbursements as Trustee, Transfer Agent,
and Registrar for the period from January through March 2004 are:

Administration Fee  $6,191.90  (2.75 hrs @ $250 & 1.0 hr @ $75)
                     1,003.00  1/20/04 McGladrey & Pullen Invoice
                     1,280.40  2/29/04 Denison Invoice
                     2,915.00  3/3/04  McGladrey & Pullen
                       231.00  3/23/04 McGladrey & Pullen (audit)
                    ---------
                    $5,429.40

Registrar/Transfer
Fees                   776.71  (630 holders x $5/365 x 90 days)
                        50.00  (Per Cert sent - 10 x $5)
                         0.00  (Transfers - 0 x $20)
                    ---------
Total Expenses        $826.71
                    ---------
Total to Trustee    $7,018.61

                 Professional Fees and Expenses

For the Reporting Period from January through March 2004, Bingham
McCutchen, LLP's fees reached $16,999.50, with $75.66
reimbursement for expenses, for a total of $17,075.16.  Young
Conaway Stargatt & Taylor, LLP's fees equal $236.50, and
disbursements amount to $23.54, for a total of $260.04.

                        Loewen Liquidating Trust
          Audited Statement of Cash Receipts & Disbursements
                     Year Ended December 31, 2003

Receipts:
   Investment Income                                  $1,403.00
                                                    -----------
      Total receipts                                   1,403.00

Disbursements:
   Trustee fees                                       12,815.00
   Trust certificate printing & mailing                5,027.00
   Legal and professional                             91,668.00
                                                    -----------
      Total disbursements                            109,510.00
                                                    -----------

Excess of disbursements over receipts:              (108,107.00)
                                                    -----------

Cash and cash equivalents:
   Beginning                                         214,457.00
                                                    -----------
   Ending                                           $106,350.00
                                                    ===========

During the year ended December 31, 2003, the Trustee's fees
consisted of $9,813 in administrative fees and $3,002 in
registrar/transfer fees. (Loewen Bankruptcy News, Issue No. 85;
Bankruptcy Creditors' Service, Inc., 215/945-7000)  


MASTEC INC: S&P Downgrades Low-B Ratings & Keeps Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on MasTec Inc. to 'B' from 'BB-', its senior secured bank
loan rating to 'B+' from 'BB', and its subordinated debt rating to
'CCC+' from 'B'. At the same time, all ratings remain on
CreditWatch with negative implications, where they were placed
on March 17, 2004.

Total debt (including present value of operating leases) was $226
million at Sept. 30, 2003, for the Miami, Fla.-based provider of
infrastructure services.

The downgrade follows MasTec's announcement of a net loss for the
2004 first quarter that is significantly greater than the year-
earlier loss as well as a delay in its Form 10Q filing for the
first quarter because of an unfinished audit for full-year 2003.
market conditions in the specialty contractor industry are weak,
resulting in declining margins and higher leverage.

"We continue to be concerned about the breakdown of certain
financial controls and policies, the length of time it is taking
to complete the 2003 audit, and the liquidity profile, including
obtaining a waiver or amendment to bank covenants," said Standard
& Poor's credit analyst Heather Henyon.

Standard & Poor's will meet with management to gain additional
insight into how systemic MasTec's financial controls and
procedure issues may be, as well as the steps in place to restore
credibility of its financial statements. In addition, Standard &
Poor's will discuss with management its near-term business
strategy to improve operating results.


MERRILL LYNCH: Fitch Affirms 4 Series 1997-C2 Classes at Low-Bs
---------------------------------------------------------------
Merrill Lynch Mortgage Investors, Inc.'s certificates, series
1997-C2, are upgraded by Fitch Ratings as follows:

      --$41.2 million class C to 'AAA' from 'AA-';
      --$34.3 million class D to 'AA-' from 'BBB+'.

Fitch affirms the following classes:

      --$11.9 million class A-1 'AAA';
      --$372.5 million class A-2 'AAA';
      --Interest-only class X 'AAA';
      --$27.5 million class B 'AAA';
      --$37.7 million class F 'BB';
      --$6.9 million class G 'BB-';
      --$12 million class H 'B';
      --$6.9 million class J 'B-'.

The $12 million class E and $8.8 million class K certificates are
not rated by Fitch.

The upgrades of classes C and D are the result of the
transaction's scheduled amortization and ongoing stable
performance. As of the April 2004 distribution date, the pool's
aggregate principal balance paid down 16.71% to $571.6 million
from $686.3 million at issuance. The certificates are currently
collateralized by 135 commercial and multifamily mortgage loans,
down from 147 loans at issuance. The pool is well diversified both
by loan balance, with an average balance of $4.24 million, as well
as geographically, with the largest state concentration in Texas
(14.31% of the pool). Multifamily properties represent 47.18% of
the pool.

Fourteen loans (6.5%) are currently in special servicing, and
losses are expected on nine loans upon liquidation. The largest
specially serviced loan (1.1%) is secured by a 288 unit
multifamily property located in Charlotte, NC and is 30 days
delinquent. The occupancy level of the property has declined as a
result of increased competition in the area. The borrower is
attempting to negotiate a forbearance agreement that would allow
the necessary repairs to the property, as the current cash flow is
not sufficient to cover debt service as well as repairs.

The second largest specially serviced loan (0.9%) is a multifamily
property located in Dallas, TX and is 90+ days delinquent. The
property's performance has suffered from a general downturn in the
economy for multifamily properties in Dallas, TX.


MIRANT: PwC Provides Update on Canadian Debtors' Plan Process
-------------------------------------------------------------
PricewaterhouseCoopers, Inc., as the Canadian Debtors' Monitor,
recounts that on April 22, 2004, the CCAA Court approved the Plan
of Arrangement.  

After the Canadian Debtors implemented the terms and conditions
of the Plan, it is the Monitor's understanding that the Canadian
Debtors' operations will be limited to three trading contracts
with Duke Energy Trading and Marketing, LLC, Engage Energy
Canada, LP, and The Natural Gas Exchange.

                     Affected Creditors

Schedule A to the Plan is a List of Affected Creditors.  Since
the Plan was approved, the Monitor reports that these changes
have been made to the list:

   (a) Dough Doane's claim has been accepted by the Canadian
       Debtors;

   (b) The amount of Enron Canada Corporation's claim has been
       agreed to be $31,960,147;

   (c) Nova Gas Transmission's claim has been withdrawn, as the
       outstanding balance has been satisfied in full through
       security held by the creditor;

   (d) Shondell Sabad's claim has been accepted by the Canadian
       Debtors; and

   (e) TransCanada Pipelines Limited has filed an amended claim
       for $13,500,000.

As a result of the changes, these claims remain as disputed:

   (a) Brian Chrumka,
   (b) Rober Schaefer,
   (c) TransCanada Pipelines Limited, and
   (d) West Coast Energy, Inc.

The Canadian Debtors are currently advancing settlement
discussions with TransCanada and West Coast.

On April 6, 2004, Enron made an offer to the Canadian Debtors
that a separate account payable of $665,454 it allegedly owed to
the Canadian Debtors is to be deducted from the dividend payable
pursuant to the Plan, with the conversion to Canadian Dollar from
U.S. Dollar to take place as of the day prior to the distribution
of Enron's dividend.

                       Advice and Directions

At this time, the Monitor seeks advice and direction from the
CCAA Court on these matters:

   (a) Authorizing and directing the Monitor to make payments of
       a reduced dividend to Enron in accordance with Enron's
       proposal; and

   (b) Advising what, if any, amount should be held by the
       Monitor in respect of the Chrumka claim.

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)


MORGAN STANLEY: S&P Gives Low-B Ratings to 6 Ser. 2004-IQ7 Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Morgan Stanley Capital I Trust 2004-IQ7's $863 million
commercial mortgage pass-through certificates series 2004-IQ7.

The preliminary ratings are based on information as of May 11,
2004. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans. Classes A-1, A-2, A-3,
A-4, B, C, and D are being offered publicly. Standard & Poor's
analysis determined that, on a weighted average basis, the conduit
(not including co-op loans) portion of the pool has a debt service
coverage (DSC) of 1.59x, a beginning LTV of 82.8%, and an ending
LTV of 66.5%. The residential cooperative portion of the pool
(16.7% of the pool balance) has a beginning LTV of 15.4% and an
ending LTV of 12.0%. Overall, the collateral pool has a DSC of
2.69x, a beginning LTV of 71.5%, and an ending LTV of 57.4%.

                  Preliminary Ratings Assigned
            Morgan Stanley Capital I Trust 2004-IQ7
   
            Class              Rating           Amount ($)
            A-1                AAA              86,000,000
            A-2                AAA              70,000,000
            A-3                AAA              53,000,000
            A-4                AAA             550,453,000
            B                  AA               29,127,000
            C                  A                22,654,000
            D                  A-                7,552,000
            E                  BBB+              8,630,000
            F                  BBB               5,394,000
            G                  BBB-              4,315,000
            H                  BB+               5,394,000
            J                  BB                4,315,000
            K                  BB-               2,157,000
            L                  B+                2,158,000
            M                  B                 2,157,000
            N                  B-                2,158,000
            O                  N.R.              7,551,652
            X1*                AAA           863,015,652**
            XY*                AAA                     TBD
            *  Interest-only class. **Notional amount. N.R.-Not
               rated. TBD-To be determined.


NAVIGATOR GAS: Court Sets May 17 as Administrative Claims Bar Date
------------------------------------------------------------------
On March 17, 2004, the U.S. Bankruptcy Court for the Southern
District of New York entered an order confirming the Official
Committee of Unsecured Creditor's Second Amended Chapter 11 Plan
of Reorganization for Navigator Gas Transport PLC and its debtor-
affiliates.

May 17, 2004, at 4:00 p.m. is the deadline for creditors to file
proofs of claim against the debtors arising on or after Jan. 27,
2003 that constitute a cost or expense of administration in the
debtor's chapter 11 cases.  Administrative Claims should be filed
with:

               Clerk of Court
               U.S. Bankruptcy Court
               for the Southern District of New York
               One Bowling Green, New York
               New York 10004

Navigator Gas Transport Inc.'s business consists of the transport
by sea of liquefied petroleum gases and petrochemical gases
between ports throughout the world. The Company owns and operates
five 22,000 cubic meter Liquefied Petroleum Gas Carriers built in
2000. The company filed for chapter 11 protection on January 27,
2003 (Bankr. S.D.N.Y. Case No. 03-10471) before the Honorable
Cornelius Blackshear. The Debtors' counsel is Adam L. Shiff, Esq.
of Kasowitz, Benson, Torres & Friedman LLP.


NEW HEIGHTS: First Creditors' Meeting Scheduled for June 7
----------------------------------------------------------
The United States Trustee will convene a meeting of New Heights
Recovery & Power, LLC's creditors at 10:00 a.m., on June 7, 2004
in Room 2112 at the J. Caleb Boggs Federal Building, 844 King
Street, Wilmington, Delaware 19801.  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 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.


NRG ENERGY: Posts $30 Million Net Income for Q1 2004
----------------------------------------------------
NRG Energy, Inc. (NYSE:NRG) reported solid earnings and robust
cash flow for the first quarter of 2004, including net income of
$30 million, or $0.30 per diluted share. Cash flow from operations
was $350 million for the quarter.

"Favorable market conditions, including sustained high gas prices
and manageable western coal prices, underpinned by solid operating
performance across the portfolio resulted in strong first quarter
financial results for NRG," said David Crane, NRG's President and
Chief Executive Officer. "I am pleased that we stayed focused on
execution while making the transition out of Chapter 11."

                     Financial Highlights

      -- $350 million in cash flow from operations including
         $125 million net from Xcel settlement;

      -- $259 million in EBITDA ($266 million in adjusted EBITDA)
         for the first quarter;

      -- $30 million in net income ($34 million in adjusted net
         income) for the first quarter;

      -- $1.4 billion of liquidity as of March 31; and

      -- Reliability-must-run (RMR) agreements approved by the
         Federal Energy Regulatory Commission (FERC) for select
         Connecticut facilities.

                     Operational Summary

NRG's strong financial results were supported by our facilities'
excellent operational performance. Plant staff maintained focus on
operating our plants enabling the Company to realize good margins
in the energy market. All of the regions achieved an in-market
availability rate--the measure of how frequently a unit is
available when called on to operate--of 95 percent or greater.

High gas prices throughout the first quarter led to higher energy
prices, which helped to widen the energy revenue margin realized
at NRG's baseload coal facilities in the Northeast region. Because
the Company hedged over 90 percent of our estimated coal needs for
2004 prior to the recent rise in coal prices, we largely have been
spared the volatility of the spot eastern coal market. In
addition, NRG has reduced our dependence on eastern coal as we are
converting some of our coal facilities in the Northeast to burn a
blend of eastern and western coal. This conversion program is
aimed at substantially reducing sulfur emissions from NRG's coal-
fired plants.

The Company took advantage of the high gas price environment by
hedging forward a portion of our northeastern coal-fired
generation for the balance of 2004. In New York and New England,
NRG has contracted sales for 500 megawatts (MW) of baseload coal
generation for the remainder of the year. The Company also sold
700 MW (maximum) of load following capabilities as a part of the
New Jersey Basic Generation Service auction and the Maryland
Standard Offer Services Request for Proposal process.

During the first quarter, NRG took additional steps to stabilize
our Connecticut portfolio. In mid-March FERC approved NRG's
request to receive RMR payments retroactive to January 17, 2004
for certain of our Connecticut facilities. The RMR agreements
cover Middletown, Montville, and Devon units 11-14. FERC also
approved an extension of NRG's operating and maintenance expense
cost tracker for these facilities and Norwalk Harbor. Previously,
Devon 7 and 8 received FERC approval on a separate RMR agreement.
However, the RMR agreement for Devon 8 has since expired and the
unit will be retired, pursuant to a declaration by the New England
Independent System Operator that the unit is no longer needed for
reliability. These RMR agreements are expected to contribute up to
$30 million in revenues per quarter subject to refund and will
remain in place at least until the locational installed capacity
(LICAP) market is implemented in New England.

"We've made significant progress with our Connecticut assets,"
said Crane. "In addition to the expiration of the cash negative
Connecticut Light & Power contract, these RMR agreements will
provide us with a recovery of our costs sufficient to keep these
units available to support the reliability and integrity of the
Connecticut electrical grid."

                  Liquidity and Cash Flow

Liquidity, as of March 31, 2004, remains healthy at almost $1.4
billion.

Cash flow from operations remains strong at $350 million while net
cash flow generated was $280 million.

NRG continues to make progress in divesting noncore assets. In the
first quarter, NRG completed asset sales resulting in $3 million
in cash proceeds. Subsequent to March 31, NRG has completed sales
resulting in $94 million in cash proceeds. Additionally NRG has
executed a purchase and sale agreement for our Batesville
facility, which will further reduce debt by $292 million and
contribute cash proceeds of $27 million.

               California Dispute Resolution

In late April, West Coast Power, a 50/50 joint venture
beneficially owned by NRG and Dynegy, reached a settlement with
FERC, Pacific Gas and Electric Company, San Diego Gas and Electric
Company, Southern California Edison, The California Department of
Water Resources (CDWR), the California Electricity Oversight
Board, the California Attorney General, and the California Public
Utilities Commission. This settlement puts an end to a substantial
portion of the litigation associated with the California crisis
and should open the door for West Coast Power to negotiate or bid
on new commercial arrangements to replace the CDWR contract when
it expires on December 31, 2004. This settlement has no impact on
the Company's financial position.

                        Outlook

Notwithstanding our robust first quarter financial performance,
NRG continues to operate our core business in an overbuilt and
challenging wholesale power generation market. The structural
change required to cause a general recovery in the commodity price
cycle for electricity has yet to occur. Moreover, our business
continues to be highly seasonal and weather dependent with the
first and third quarters historically being the strongest. As
such, our current focus is on ensuring that all of our plants
achieve the highest possible level of availability for the summer
peak season.

                      About NRG

NRG Energy, Inc. owns and operates a diverse portfolio of power-
generating facilities, primarily in the United States. Its
operations include baseload, intermediate, peaking, and
cogeneration facilities, thermal energy production and energy
resource recovery facilities.


NRG ENERGY: Appoints Ingoldsby & Angoorly as Vice Presidents
------------------------------------------------------------
NRG Energy, Inc. (NYSE:NRG) announced a number of appointments
that serve to flesh out the Company's management team. NRG named
James Ingoldsby the Company's Vice President and Controller and
Caroline Angoorly as Vice President, New Business.

In his role as Vice President and Controller, Ingoldsby directs
NRG's financial accounting and reporting activities, as well as
ensuring the Company's compliance with Sarbanes-Oxley legislation.
Ingoldsby, who led the Sarbanes-Oxley implementation at chemical
company Hercules, Inc. previously held various executive positions
at General Electric Betz, formerly Betz Dearborn, including
serving as Controller and Director of Business Analysis. Ingoldsby
reports to Robert Flexon, NRG's Chief Financial Officer.

As Vice President, New Business, Angoorly will spearhead the
Company's initiatives in the environmental arena, including
renewables, new technologies, environmental remediation and
compliance. She will also manage NRG's Resource Recovery business.
Angoorly comes to NRG from Enel North America, Inc. where she
served as Vice President and General Counsel. Prior to joining
Enel in 2001, she served as the Director and Chief Financial
Officer at Line56Media and from 1994 to 2000 she was a partner in
the Global Finance Group at Milbank, Tweed, Hadley & McCloy.
Angoorly will report to David Crane.

                About NRG
NRG Energy, Inc. owns and operates a diverse portfolio of power-
generating facilities, primarily in the United States. Its
operations include baseload, intermediate, peaking, and
cogeneration facilities, thermal energy production and energy
resource recovery facilities.


PACIFIC ENERGY: Acquires Rangeland Pipeline for $116 Million
------------------------------------------------------------
Pacific Energy Partners, L.P. (NYSE:PPX) announced the closing
of the previously announced acquisition of the Rangeland
Pipeline System from BP Canada Energy Company, by two
wholly-owned subsidiaries of the Partnership. The Rangeland
Pipeline System, which is located in the province of Alberta,
Canada, consists of Rangeland Pipeline Company, Rangeland
Marketing Company and Aurora Pipeline Company Ltd.  

The acquisition price for the Rangeland Pipeline System is
Canadian $130 million plus approximately Canadian $29 million for
line fill, working capital, transaction costs and transition
capital expenditures. The aggregate purchase cost is
approximately US$116 million.  

Irv Toole, President and Chief Executive Officer, said, "This
acquisition is a continuation of our regional development plans
in the Rocky Mountain region and provides a unique and strategic
opportunity for Pacific Energy Partners to participate in
providing needed transportation services associated with the
expected increase in production of synthetic crude from the
Alberta oil sands. This new system is expected to have
significant synergies with the Partnership's U.S. pipeline
systems and will enable us to provide expanded services to our
Rocky Mountain customers."  

The Rangeland Pipeline System consists of approximately 800 miles
of gathering and trunk pipelines. It is a bi-directional system
capable of gathering crude oil, condensate and butane and
transporting these commodities either north to Edmonton, Alberta,
via third-party pipeline connections or south to the U.S. border
near Cutbank, Mont., where it connects to the Western Corridor
system, in which the Partnership owns an undivided interest. The
trunk pipeline from Sundre Station to the U.S. border has a
current capacity of approximately 85,000 bpd in light crude
service.  

Pacific Energy Partners, L.P. (Moody's, Ba2 Corporate Credit
Rating) is a Delaware limited partnership headquartered in Long
Beach, California. Pacific Energy Partners is engaged principally
in the business of gathering, transporting, storing and
distributing crude oil and other related products in California
and the Rocky Mountain region. Pacific Energy Partners generates
revenues primarily by charging tariff rates for transporting crude
oil on its pipelines and by leasing capacity in its storage
facilities. Pacific Energy Partners also buys, blends and sells
crude oil, activities that are complimentary to its pipeline
transportation business.


PACIFIC GAS: Pays $128 Million Franchise Fee To Local Governments
-----------------------------------------------------------------
On April 15, 2004, Pacific Gas and Electric Company announced it
has made its 2003 franchise fee and franchise fee surcharge
payments, totaling $128 million, to the 292 California cities and
counties in which it operates.  The 2003 payments are comprised of
$50.8 million for gas and $77.6 million for electric service
franchises and surcharges.

"As local governments face extremely tight budgets, Pacific
Gas and Electric Company recognizes the importance of its
franchise fee payments to cities and counties," said Kent Harvey,
chief financial officer of Pacific Gas and Electric Company.  
"These revenues, in part, support the many important services
residents expect from their local government -- police and fire
protection, education, public health, and environmental
services."

Franchise fee payments fluctuate depending on the costs
utility customers pay for gas and electricity.  The 2003
franchise fee payments represent a 13 percent increase over the
2002 payments -- which were $34.4 million for gas and $78.6
million for electric -- due to increased natural gas prices.

A franchise fee is based on a percentage of gross customer
receipts received by Pacific Gas and Electric Company, and is
paid to cities and counties for the right to use public streets
to run gas and electric service.  A franchise fee surcharge is
based on a percentage of the transportation and energy costs to
customers choosing to buy their energy from third parties.  PG&E
serves as the collection agent for the surcharges and passes the
amounts on to cities and counties.

PG&E began making $128 million in franchise fee and
franchise fee surcharge payments in late March when nearly $42
million in payments were made to the 49 counties in which it
operates.  The remainder of the payments*, more than $86 million,
will be paid to the 242 cities in northern and central California
on or before April 15.  The payments to cities began the week of
April 5, 2004.

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)   


PACIFIC WEBWORKS: Needs More Capital to Develop Business Plan
-------------------------------------------------------------
Pacific WebWorks, Inc. had negative working capital of $91,016 as
of December 31, 2003, which means it was unable to satisfy its
total current liabilities, including those of its discontinued
operations, with current assets and must continue to negotiate
favorable settlements for these liabilities.  The Company plans to
address only the liabilities of its operating subsidiaries with
its cash.  Management expects to continue to generate positive
cash flows through further development of business and sales.

Pacific WebWorks indicates that it operates in a very competitive
industry in which large amounts of capital are required in order
to continually develop and promote products.  Many of its
competitors have significantly greater capital resources.  The
management of Pacific WebWorks believes the Company may need an
additional $1 to $2 million in 2004 to continue to keep up with
technological improvements and further its business development
strategies.  Management further believes that the Company may need
to raise additional capital, both internally and externally, in
order to successfully compete.

Should external capital be required for operations or
acquisitions, the Company may structure private placements of its
common stock pursuant to exemptions from the registration
requirements provided by federal and state securities laws. The
purchasers and manner of issuance will be determined according to
Company financial needs and the available exemptions.  Management
notes that if Pacific WebWorks issues more shares of its common
stock its stockholders may experience dilution in the value per
share of their common stock.

The Company may not be able to obtain additional funds on
acceptable terms.  If it fails to obtain funds on acceptable
terms, the Company might be forced to delay or abandon some or all
of its marketing or business plans and growth could be slowed,
which may result in declines in its operating results and common
stock market price.

The Company's sales decreased during the first half of 2003
primarily due to steady attrition of its monthly hosting and
payment processing service portfolios with no significant
replacement of monthly paying customers through December 31, 2003.  
In addition, new marketing plans and strategies implemented in the
last quarter of 2003 resulted in the deferral of certain revenues
until the earnings process is complete.  The Company recognizes
hosting, gateway and transaction service revenues in the period in
which fees are fixed or determinable and the related products or
services are provided to the user.  Advance payments and upfront
fees from customers are recorded on the balance sheets as deferred
revenues.  Training and design revenues are recognized as the
related services are performed.

The increase in cost of sales for the 2003 year was primarily
related to new marketing strategy and related increases in
reseller fees.

Total operating expenses for the 2002 year decreased 4.5% compared
to the 2003 year.  However, selling expenses nearly doubled while
research and development expenses decreased 45.9%, general and
administrative expenses decreased 7.4%, depreciation and
amortization decreased 39.7% and compensation expense related to
options and warrants decreased 75.5%.  These compensation expenses
relate to warrants granted to consultants in 2001 and 2002, which
expire through May 2004.  The compensation expense represents the
fair market value of the warrants, estimated on the date of grant.  
The decrease in compensation expense for 2003 was primarily a
result of full recognition of the intrinsic value of options
charges over vesting periods through September 2001 and a lower
fair value of new warrants granted to consultants in 2002.


PARMALAT: Southern Cross Tenders Offer to Buy Parmalat Argentina
----------------------------------------------------------------
The proposed sale of Parmalat Argentina's assets has attracted a
prospective buyer in investment fund Southern Cross, a report by
local daily El Cronista says.

The investment fund headed by Norberto Morita has submitted a
letter indicating its intention to acquire not only Parmalat
Argentina assets, but also those in Chile and Uruguay, which are
being divested by Italian parent Parmalat Finanziaria SpA as part
of its global restructuring plan.

Private equity fund Pegasus, headed by Mario Quintana, has also
expressed interest in acquiring Parmalat's operation in
Argentina.

A representative of Parmalat administrator Enrico Bondi is in
Argentina underlying the structure and legal procedures for the
sale of the Argentine unit.  Parmalat Argentina has hired KPMG,
LLP, to gather and evaluate bids.  The law firm Allende & Brea
will take care of the legal issues.

Though none of these companies have made official statements, New
Zealand's Fonterra (partnered with Nestle), Spanish Iparlat and
Danish Arla Foods are also after Parmalat's assets.  Danone, who
is only interested in the brands, would be a step behind, since
Parmalat wants to sell its two plants along with the brands.  
Kraft, which was invited by the sale organizers, denied being
interested.

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)   


PLEJ'S LINEN: UST Appoints Official Creditors' Committee
--------------------------------------------------------
The United States Bankruptcy Administrator appointed seven
creditors to serve on an Official Committee of Unsecured Creditors
in Plej's Linen Supermarket SoEast Stores, LLC's Chapter 11 cases:

      1. Will Bartelmo
         Springs Industries, Inc.
         136 Grace Avenue
         Lancaster, South Carolina 29720

      2. Bob Crellin
         Kenney Manufacturing Company
         1000 Jefferson Boulevard
         Warwick, Rhode Island 02886

      3. Ron Secker, CFO
         Creative Bath Products, Inc.
         250 Creative Drive
         Central Islip, New York 11722

      4. Michael S. Schildt, Credit Manager
         S. Lichtenberg & Co., Inc.
         295 Fifth Avenue, Suite 918
         New York, New York 10016

      5. John C. Hjalmarson
         Chairman and CEO
         The Gerson Company dba Gerson International
         1450 S. Lone Elm Road
         Olathe, Kansas 66061

      6. David Frankel
         Lees Curtains & Table Trends
         261 Fifth Avenue
         New York, New York 10706

      7. David Dillion
         EsScential Ideas, LLC
         4073 Delp Street
         Memphis, Tennessee 38118

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense. They may investigate the Debtors' business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent. Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest. If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee. If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

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.


PRIMARY BUSINESS: Madsen & Associates Replaces Sellers as Auditors
------------------------------------------------------------------
On February 19, 2004, Primary Business Systems Inc. dismissed
Sellers & Andersen, LLC from its position as the Company's
independent accountants. Sellers & Andersen served as the  
independent auditors for the fiscal years ended December 31, 2002
and 2001.

The audit reports of Sellers & Andersen, LLC for the fiscal years
ended December 31, 2002 and 2001 included an opinion regarding the
Company's ability to continue as a going concern.

The Company's Board of Directors participated in, and approved,
the decision to change independent accountants. The new
accountants have been retained to audit the Company's financial
statements for its fiscal year ended December 31, 2003.

On February 19, 2004, Primary Business Systems engaged Madsen &
Associates, CPA's Inc., to audit its financial statements for the
period ended December 31, 2003.


RAY'S REFUSE & RECYCLING: Case Summary & 20 Unsecured Creditors
---------------------------------------------------------------
Debtor: Ray's Refuse & Recycling, Inc.
        P.O. Box 103
        Long Green, Maryland 21093

Bankruptcy Case No.: 04-21085

Type of Business: The Debtor is engaged in the commercial and
                  residential refuse removal business in the
                  greater metropolitan area.

Chapter 11 Petition Date: May 4, 2004

Court: District of Maryland (Baltimore)

Judge: E. Stephen Derby

Debtor's Counsel: Michael G. Rinn, Esq.
                  Law Offices of Michael G. Rinn
                  111 Warren Road, Suite 4
                  Cockeysville, MD 21030-2429
                  Tel: 410-683-1040
                  Fax: 410-683-1044

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Waste Management Hamburg                    $52,325

Honeygo Run Reclamation Center              $45,513

Days Cove Landfill                          $36,878

Hilltop Sand & Gravel                       $33,081

Computer Helpinfo, Inc.                     $21,031

IWIF                                        $16,692

Bollinger Energy Corp.                      $13,305

Baltimore Mack, Inc.                        $12,333

Maryland Truck Tire Services                $11,686

Premium Assignment Corporation               $8,589

Waste Equipment Rentals                      $7,805

Recovermat                                   $6,015

Mid Atlantic Waste Systems                   $6,011

Fleet Parts, Inc.                            $5,580

Carroll County Landfill                      $5,482

Visa                                         $5,000

Waste Equipment Sales & Service              $4,884

Nextel Communications                        $4,633

Weyrich, Cronin & Sorra                      $3,485

Cecil County Landfill                        $3,418


RESIDENTIAL ASSET: Fitch Assigns BB Ratings to 2001-RZ3 Class B
---------------------------------------------------------------
Fitch Ratings has affirmed eleven classes of the following
Residential Asset Mortgage Products, Inc. (RAMP) issues:

RAMP, home equity mortgage asset-backed pass-through certificates,
series 2001-RZ3:

                    --Class A-5 'AAA';
                    --Class M-1 'AA';
                    --Class M-2 'A';
                    --Class M-3 'BBB';
                    --Class B 'BB'.

RAMP home equity mortgage asset-backed pass-through certificates,
series 2001-RZ4:

                    --Class A-4 'AAA';
                    --Class A-5 'AAA';
                    --Class A-IO 'AAA';
                    --Class M-1 'AA';
                    --Class M-2 'A';
                    --Class M-3 'BBB'.

The affirmations of these classes reflect credit enhancement
consistent with future loss expectations.


SALTON INC: S&P Junks Corporate Rating & Says Outlook Developing
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on small appliance manufacturer Salton Inc. to 'CCC+' from
'B', and lowered its senior secured bank loan rating on the
company to 'B-' from 'B+'. Standard & Poor's also lowered its
subordinated debt rating on Salton to 'CCC-' from 'CCC+'.

The outlook is developing.

Total debt outstanding at March 27, 2004, was $379.9 million.

"The company's profitability is significantly below Standard &
Poor's expectations," said Standard & Poor's credit analyst Martin
S. Kounitz. "This, as well as liquidity concerns, led to the
company's downgrade."

EBITDA for the 12 months ended March 31, 2004, declined 57%
compared with the previous year. Salton invested heavily in
advertising in this period, as well as in promotion for new
products that did not perform as anticipated. At the same time,
competition in the small appliance category greatly intensified.

Salton faces significant near-term challenges, including the
need to obtain a suitable amendment to its bank facility. It is
also uncertain whether the company can meet the significant
interest payments on its subordinated debt, which present
additional downside credit risk. However, there could be some
modest upside potential for the rating if the company addresses
its near-term financial needs and demonstrates a more favorable
business outlook.


SOLUTIA INC: Retirees Apply to Retain Segal Company As Actuary
--------------------------------------------------------------
The Official Committee of Retirees in Solutia, Inc.'s chapter 11
case seeks the Court's authority to retain Thomas Levy, Stuart
Wohl and The Segal Company to provide actuarial and benefit
consulting services.

Daniel D. Doyle, Esq., at Spencer Fane Britt & Brown, in St.
Louis, Missouri, relates that The Segal Company is an
international actuarial benefit consultant firm with
approximately 1,000 employees and employs more than 100
credentialed actuaries.

Approximately 9,800 retirees and 9,700 of their spouses and
dependents receive health, life and disability benefits pursuant
to benefit plans maintained by Solutia, Inc., prior to the
Petition Date.  These health, life and disability benefits
constitute "retiree benefits" for purposes of Section 1114 of the
Bankruptcy Code.

Segal has been involved in over a dozen Section 1114 proceedings.  
Segal was involved in the Section 1114 proceedings for Eastern
Airlines, Pan American Airways, Federated Department Stores,
Allis-Chalmers, Lone Star Industries, Copperweld Steel, Bonwit
Teller and others.

Mr. Doyle states that lead Segal consultants Thomas Levy and
Stuart Wohl have substantial experience in the evaluation of
retiree benefits in Section 1114 proceedings and in other arenas.

Mr. Levy is a Fellow of the Society of Actuaries and a Senior
Vice President and the Chief Actuary of Segal.  He has been with
the Company since 1968.  Mr. Levy is responsible for coordinating
all professional actuarial activities company-wide.  He has
overall responsibility for Segal's actuarial practice and chairs
its Actuarial Managers' Committee.  Mr. Levy has served two terms
as Chairperson of the Pension Committee of the Actuarial
Standards Board that established practice standards for pension
actuaries in the United States.  Mr. Levy was also involved in
the drafting the Actuarial Standards related to Retiree Health
Valuations.

Mr. Wohl is a Vice President and Retiree Health Practice Leader
of Segal and has been with the Company since 1988.  Mr. Wohl's
particular expertise is in the valuation, pricing and design of
retiree health benefits.  Mr. Wohl has been involved in the
establishment of many retiree health trusts.  These trusts were
established for retirees from Eastern Airlines, Pan American
Airways and others.

The Segal Company will provide these services to the Retiree
Committee:

   (a) review and analysis of current retiree benefit plans;

   (b) consulting with American Express Tax and Business  
       Services, Inc., financial advisor, to formulate a retiree
       benefit plan;

   (c) actuarial analysis of retiree benefit plans;

   (d) assistance to financial advisors in projecting cash flow  
       of debtor costs;

   (e) analysis of potential retiree benefit redesign and  
       proposals; and

   (f) providing education regarding benefits to Retiree  
       Committee, and expert witness testimony, as needed.

The Segal Company agrees to work for the Retiree Committee
without a retainer and on an hourly basis with reimbursement of
expenses.  The current hourly rates of the professionals are:

         Partners and Practice Leaders       $380 - 500
         Senior Analysts and Actuaries        225 - 380
         Other Staff                          140 - 225

Mr. Wohl tells the Court that Segal is not retained by the
Debtors or any other party-in-interest in the Chapter 11 case,
with these exceptions:

   (a) Segal performs actuarial and benefit consulting work for
       the United Food and Commercial Workers Union Staff Plans.  
       Some of the affected retirees were members of the Chemical
       Workers Council, part of the UFCW;

   (b) Segal performs actuarial and benefit consulting work for
       the United Steelworkers of America Union as well as
       providing benefit negotiation support.  Some of the
       affected retirees were members of the USWA;

   (c) Sibson Consulting, a wholly owned subsidiary of Segal, is
       a provider of human resource consulting service.  Sibson
       has ongoing consulting relationships with Pfizer in
       performance management, training and communications.

The Segal Company was involved as actuary and consultant to
counsel for the Chemical Workers Council of the United Food and
Commercial Workers, the United Steelworkers of America, and the
Salaried and Management Retirees in prior litigation with the
Debtors concerning retiree benefits.

Mr. Wohl submits that Segal is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code and holds no
adverse interest against the Debtors.

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)


SPIEGEL GROUP: Rejects Hughes Network Satellite Contract
--------------------------------------------------------
James L. Garrity, Esq., Shearman & Sterling, LLP, relates that
Hughes Network Systems, Inc., a subsidiary of Hughes Electronic
Corporation, is a provider of broadband satellite network for
businesses and consumers.  Hughes Network provides customers with
rapid satellite transmission of data, voice and video through its
Very Small Aperture Terminal networks.

Specifically, pursuant to an agreement dated June 20, 2001,
Hughes Network provided the Spiegel Group Debtors with the use of
the VSAT network to transmit sales and inventory data from their
stores around world to their data processing facility in Westmont,
Illinois. As contemplated by the Hughes Contract, Hughes Network
also provides data transmission, installation and maintenance
services at each new store location requested by the Debtors.
The Hughes Contract is due to expire according to its terms on
June 30, 2004.  According to Mr. Garrity, the remaining payments
due under the Hughes Contract total about $295,000.  Hughes
Network has filed a proof of claim in the Debtors' Chapter 11
cases for $246,098.

The Debtors have determined that employing a landline system to
transmit data between their stores and their data processing
facility is far less expensive than utilizing the satellite data
transmission services provided by Hughes Network.  Since the
Debtors have already obtained alternative landline services, they
no longer require the use of services provided under the Hughes
Contract.

Accordingly, the Court authorizes the Debtors to reject the
Hughes Contract.

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: Reports Q1 Loss & Expects to be Profitable in Q4
------------------------------------------------------------
SR Telecom Inc. (TSX: SRX, NASDAQ: SRXA) reported its results for
the first quarter of fiscal 2004 ended March 31, 2004.

Consolidated revenues for the first quarter totalled $26.2
million, a decrease of approximately 11.5% from the $29.6 million
reported in the first quarter of 2003. Revenues in the first
quarter were lower than the prior year largely because the service
components of major turnkey contracts were completed in 2003.

The first quarter operating loss was $13.6 million compared to the
operating loss of $7.0 million in the first quarter of 2003. The
operating margin in the quarter was negatively impacted by a lower
gross profit on sales caused by a change in the product mix and
lower volumes. The results were also impacted by a significant
increase in operating and R&D expenses related to the acquisition
of angel(TM) and airstar(TM). Consolidated net loss was
$16.9 million for the quarter, compared to a consolidated net loss
of $6.7 million in the corresponding period in 2003. The increase
in consolidated net loss is attributable to the factors stated
above as well as the impact of a $3.0 million income tax recovery
in 2003 that was not replicated this year.

"As we expected, the first quarter of 2004 provided disappointing
results," said Pierre St-Arnaud, President and Chief Executive
Officer of SR Telecom. "Despite this, we are determined to return
the Company to profitability by the fourth quarter of this fiscal
year. This is why we have put in place a comprehensive
streamlining initiative. Our program is now being implemented, and
when it is completed, we will have reduced our core wireless
break-even revenue point to approximately $135 million on an
annual basis. We also expect an increase in revenue over the
coming quarters. New frame contracts and firm purchase orders
received over the last six months now total in excess of $200
million, which includes the recent contract wins in Senegal
and Latin America we announced earlier this week. Some of these
frame contracts extend over two to three years."

                  Restructuring Initiative

On April 30, 2004, SR Telecom began a restructuring initiative
that will significantly reduce its cost base. Highlights of the
plan include the closure of the Company's Redmond, Washington
facility, concentrating research and development activities in
Montreal, and focusing SR Telecom's operations in France on sales
and customer support. A restructuring plan is currently being
finalized with the workers' council in France.

"With this initiative, our global operations will be reorganized
and better integrated," Mr. St-Arnaud said. "By concentrating our
R&D expertise in Montreal, we will be able to focus more
efficiently on the continuing development of our angel, airstar
and SR500ip(TM) products, and the transfer of our core resources
from Redmond to Montreal will ensure that we will be able to
provide uninterrupted service to our customers."

Mr. St-Arnaud also commented on the Company's WiMAX activities.
SR Telecom is an active member of the WiMAX forum.

"Much has been said in the industry about WiMAX. In fact, the
project in which we are currently engaged in Spain involves
working with Telefonica to develop a version of angel that
conforms to the WiMAX standard. Consolidating our R&D activities
in Montreal will also enable us to accelerate our WiMAX
development project."

David Adams, SR Telecom's Senior Vice-President, Finance and CFO,
explained that restructuring charges will be recognized as they
occur during the second and third quarters of the current fiscal
year. These charges are estimated to be $15 million, of which
approximately $11 million will be in cash costs.

"We anticipate that the restructuring measures will reduce our
SG&A and R&D costs by more than one third on an annualized basis,
which represents a savings of approximately $30 million on an
annualized basis compared to the first quarter," Mr. Adams said.
"Moreover, we fully expect to generate positive EBITDA in excess
of $20 million on an annualized basis during the fourth quarter."

                  Core Wireless Solutions Segment

First quarter revenues in SR Telecom's core wireless solutions
business were $21.6 million, compared to $26.0 million during the
same period last year. Equipment revenues during the quarter
remained at the same $16.5 million level reported last year, while
service revenues decreased as the service components of major
turnkey contracts were completed in the prior year's period.

                            CTR

Revenues at CTR were $4.6 million in the first quarter, compared
to $3.6 million in the same period last year. In peso terms, net
revenue increased in the first quarter by 310 million pesos to
2,075 million pesos. The increase is partially attributable to the
increase in access tariffs approved by the Chilean regulator,
Subtel, which came into effect on March 1, 2004. CTR's revenues
have also been affected by the increase in the value of the
Chilean peso compared to the Canadian dollar.

The net loss from CTR was $1.8 million for the quarter, compared
to a gain of $1.2 million in the same period in 2003. Fluctuations
in the Canadian dollar, U.S. dollar and Chilean peso on the assets
and liabilities of CTR, in particular the US dollar denominated
debt, resulted in a foreign exchange loss of $0.7 million for the
three months ended March 31, 2004, compared to the foreign
exchange gain of $4.0 million in the first quarter of 2003.

"We anticipate that the tariff rate increase will contribute in
excess of $1.5 million to CTR's operating cash flow on an
annualized basis," said Mr. Adams. "Further, we are proceeding
with our previously announced initiative to deploy up to 6,000 new
lines into several urban areas of Chile using surplus angel
inventory. Once completed, this expansion will help to increase
voice and Internet revenues at CTR, and will ensure the completion
of the project."

                     Financial Position

SR Telecom's cash and short-term investment position, including
restricted cash, was $46.7 million as at March 31, 2004, a
significant increase from the $18.7 million reported at December
31, 2003. The increase results from the February 2004 equity
financing, for which the Company realized net proceeds of $46.8
million. The financing has generated significant additional
working capital to fund operations. "Additionally, we expect that
the effects of the restructuring program, combined with the
collection of long term receivables tied to contract performance
in the second and third quarters, and the contribution of the new
contracts recently announced will lead to positive cash flow in
the second half of the year. At year end, we expect to have cash
resources in excess of $25 million to fund operations and
contribute to the refinancing of the balance sheet," said
Mr. Adams.

                         Backlog

Backlog at the end of the first quarter of 2004 stood at $36
million, down from the $65 million reported at the end of the
first quarter in 2003, but an increase from the $27 million at the
end of fiscal year 2003. The Company's backlog is now comprised of
many short term orders that turn over more quickly than in the
past and consists solely of purchase orders received for delivery
in future periods. Backlog does not contain any credit for
anticipated deliveries under frame contracts in progress.
Currently, significant orders are expected to be generated under
these frame contracts, which include projects in Spain, Africa,
Southeast Asia and Latin America, and from the introduction of the
newly acquired product lines, airstar and angel. However, the
timing of these orders cannot be identified with certainty.

                           Outlook

"We anticipate revenue growth over the coming quarters, and our
comprehensive restructuring will significantly reduce our cost
base," Mr. St-Arnaud said. "Restructuring charges will have an
impact on our second and third quarter results, but we are  
positioned to achieve profitability in our core wireless business
in the fourth quarter of this year."

                        About SR Telecom

SR TELECOM (TSX: SRX, Nasdaq: SRXA) 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.

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: Signs $13 Mil. Contract with Telecom Provider Sonatel
-----------------------------------------------------------------
SR Telecom(TM) Inc. (TSX: SRX; Nasdaq:SRXA) announced that it has
signed an agreement valued at approximately $13 million with
Sonatel, the national telecommunications provider in Senegal.
Sonatel has selected the SR500 fixed wireless access system for a
rural communications development project aimed at meeting the
Senegalese government's ongoing universal access objectives.
Sonatel expects to issue the majority of its equipment purchase
orders in 2004. The remaining orders will be placed in early 2005.

Adding to its already large network of SR500 systems, Sonatel
will deliver voice, fax and Internet services to its customers.
Upon completion of this project, SR500 will be installed in more
than 650 villages across the country. SR Telecom will also provide
certain services, including field surveys, network design,
installation, training and project management.

"This contract is the result of the longstanding business
relationship we have built with Sonatel," said Pierre St-Arnaud,
SR Telecom's President and Chief Executive Officer. "Since the
late 1980's, Sonatel has demonstrated a strong belief in the
benefits of fixed wireless access technology and services
that SR Telecom provides. We are pleased with Sonatel's choice of
SR500, which has proven to be the ideal choice for meeting
universal access objectives in remote communities."

                        About SR500

The SR500 is a high-capacity point-to-multipoint fixed wireless
access system that enables operators to extend their reach and
deliver a full range of tailor-made voice and data applications to
end-users in remote locations. Designed for the harshest
environments, SR500 is a robust system built on field-proven
technology and supports a variety of network and end-user
interfaces. With a reach of up to 720 kilometres from the central
station, the SR500 boasts the longest reach in the industry and
has the largest installed base in the world.

                        About Sonatel

Sonatel is Senegal's national telecommunications carrier. It
offers a full range of telephony and Internet services through its
fully digital network. For more information, please visit their
web site http://www.sonatel.sn/

                        About SR Telecom

SR TELECOM (TSX: SRX, Nasdaq: SRXA) 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.

                           *   *   *

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.


ST. FRANCIS HEALTH: May 21 is Last Day to Submit Claim
------------------------------------------------------
The Liquidating Receiver appointed to oversee the dissolutions of
the St. Francis Receiver Entities is in the process of preparing
to make payments with respect to the claims and objecting to
certain claims submitted against:
          
               (a) St. Francis Health System
               (b) St. Francis Medical Center
               (c) St. Francis Hospital of New Castle
               (d) St. Francis Hospital of Cranberry
               (e) St. Francis Health Care Services, Inc.
               (f) St. Francis Health Foundation

Submitted Claims that did not receive a response should mail a
letter to the Liquidating Receiver describing your claim on or
before May 21, 2004.

Claims not yet submitted should be received by the Liquidating
Receiver on or before May 21, 2004 at:

               Liquidating Receiver for St. Francis Entities
               P.O. Box 2635
               Pittsburgh, PA 15230-2635

Saint Francis Health System is an integrated, medically-based
health System with an emphasis on a complete continuum of care.
The physicians and staff of Saint Francis provide services for the
tiniest premature newborns, to end-of-life care options, to all
the needs in between.

The Receivership proceeding pends before the Court of Common Pleas
of Allegheny County, Pennsylvania (Orphans' Court Division).


STERIGENICS INT'L: S&P Assigns B+ Corporate & Senior Debt Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Sterigenics International Inc., a subsidiary of
Ion Beam Applications S.A. based in Chicago, Illinois. The company
provides sterilization and ionization services used primarily in
the production of medical device products.

At the same time, Standard & Poor's assigned its 'B+' bank loan
rating and its '4' recovery rating to the company's proposed $35
million senior secured revolving credit facility due in 2009 and
its $170.5 million first-lien term loan B due in 2011. The '4'
recovery rating indicates that Standard & Poor's expects a
marginal recovery of principal (25%-50%) in the event of default.

Standard & Poor's also assigned its 'B-' bank loan rating and '5'
recovery rating to the company's proposed $35 million senior
secured second-lien term loan due in 2011. The '5' recovery rating
indicates that Standard & Poor's expects a negligible recovery of
principal (0%-25%) in the event of default. The outlook is stable.

The proceeds from the term loans--in addition to $36 million of
new loan stock, $75.5 million of new preferred stock, and $5
million of common stock--will be used to fund the $311.5 million
financial-sponsor-led buyout of Sterigenics from Ion Beam. (The
sponsors are PPM Ventures and PPM America Capital Partners,
together known as PPM). Pro forma for the transaction, Sterigenics
will have $215 million of total debt outstanding.

The low speculative-grade ratings reflect Sterigenics' single
business focus in a competitive industry, its lack of experience
operating as an independent firm (although the long tenure of many
of Sterigenics' senior managers should somewhat mitigate this
concern), and its relatively high debt levels."These concerns are
partially offset by the company's well-established market
position, favorable industry demand trends, the company's diverse
and stable customer base, and its full product offerings," said
Standard & Poor's credit analyst Jesse Juliano.

With a market share of about 30%, Sterigenics is the leading
provider of sterilization and ionization services, which are the
company's only focus. Using its four main technologies (ethylene
oxide sterilization, gamma irradiation, electron-beam, and X-ray
radiation), the company processes, among other things, medical
products, foods, polymers, semiconductors, and gemstones.
Sterigenics offers its services to more than 2,000 customers
via its 38 facilities worldwide. Its competitors include Steris
Corporation, Isotron plc, and Cosmed Group Inc.

Sterigenics should benefit from favorable near-term trends for its
core services, as equipment replacement, tighter regulations, and
a lack of capacity have swayed potential clients to outsource
their sterilization and ionization needs. Currently, 46% of
companies provide these services in-house, and this represents a
significant growth opportunity for Sterigenics.


TAMBORIL CIGAR: Audit Report Contains Going Concern Qualification
-----------------------------------------------------------------
Tamboril Cigar Company was engaged in the cigar manufacturing
business between October 1996 and April 2000, when it filed a
voluntary petition for reorganization under Chapter 11 of the
Bankruptcy Act. The Company engaged in no substantive business
activities during the period from April 2000 through December
2003. On December 31, 2003, it entered into a business combination
transaction with Axion Power Corporation that was structured as a
reverse takeover. Since then Tamboril has been engaged principally
in research and development on a nanotechnology enabled hybrid
electrochemical storage battery that it refers to as the E 3 Cell.

The E 3 Cell technology relies on a variety of physical and
chemical processes to convert activated carbon into highly
permeable nanoporous electrodes that the Company uses to replace
lead-based negative electrodes. At December 31, 2003, the
Company's E 3 Cell technology is proven but unexploited science.
The Company's principal short-term goal is to take the E 3 Cell
technology from the laboratory prototype stage through initial
product rollout. Tamboril is focusing its efforts on engineering
and manufacturing process development for its proposed alpha and
beta prototypes. Within the first two months of 2004 the Company
planned to begin in-house testing its alpha prototypes. The
Company is currently negotiating terms for a second stage alpha
testing with a major manufacturer of uninterruptible power
supplies (UPS)for electronics. If its alpha testing is successful,
Tamboril intends to promptly commence a larger beta testing
program with its alpha testing partner and several other leaders
in the electrical power industry. If its beta testing is
successful, the Company plans to develop E 3 Cell products for use
in fixed installations such as UPS, backup power systems for
telecommunications and cable television networks and surplus
energy storage systems for photovoltaic and wind power systems. If
its initial commercialization is successful the Company plans to
expand its focus and enter the larger market segments including
high-performance battery systems for hybrid automobiles and other
high-value applications.

Because of the lack of operating history and the early stage of
its development, the Company has limited insight into trends and
conditions that may exist or might emerge and affect its business.
Management cannot be certain that the business strategy will be
successful or that Tamboril will successfully address these risks.

The auditors report on Tamboril Cigar's financial statements
includes a going concern qualification.

The Company had accumulated losses of $506,300 and a working
capital deficit of $791,631 at December 31, 2003. It will not be
able to commence second stage beta testing of its proposed
products without obtaining additional funds through the sale of
securities or from other sources. It is currently seeking
additional capital in order to meet its anticipated obligations.
While recent sales of securities in private placement transactions
alleviate the going concern issues, they do not eliminate them.
Accordingly, the independent auditors' report on Tamboril's
financial statements for the year ended December 31, 2003 contains
a fourth explanatory paragraph that the Company's financial
statements have been prepared assuming that the Company will
continue as a going concern and that its potential to incur
operating losses raises substantial doubt about that assumption.
The Company will need additional financing to continue operations.

Tamboril Cigar had approximately $372,500 in cash on December 31,
2003. The ability to continue its research, development and
testing will be dependent upon increasing its capital resources.
Management believed the Company's cash resources would be adequate
for its cash requirements for a period of 30 to 60 days into the
new year, 2004. Tamboril will not be able to complete its alpha
testing or commence its preliminary beta testing without obtaining
additional funds from the sale of additional securities or from
other sources. There is no assurance that additional capital will
be available to the Company on favorable terms, or at all. If
adequate financial resources are not available when required,
management states that the Company may be forced to curtail its
proposed operations. If it raises additional capital by selling
preferred stock, the purchasers may have rights, preferences or
privileges that are senior to the rights of its common
stockholders. If unable to obtain additional capital when needed,
the ability to continue its research and development and product
testing activities will be materially and adversely affected.


TOWER AUTOMOTIVE: S&P Rates Unit's $375MM Sr. Secured Loan at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to the
five-year $375 million senior secured term loan B and five-year
$50 million senior secured revolving credit facility of R.J. Tower
Corp. A recovery rating of '2', indicating substantial recovery of
principal (80%-100%) in the event of a default was assigned. A
'B-' rating was assigned to R.J. Tower's 5 1/2-year $140 million
senior secured term loan C, and a recovery rating of '5',
indicating the likelihood of negligible recovery of principal (0%-
25%) in the event of a default. The facility will be guaranteed by
parent company, Novi, Michigan-based Tower Automotive Inc.  
(B+/Negative/--).

Proceeds from the new credit facility, along with a planned
capital-market transaction, will be used to repay an existing bank
credit facility and Tower's $200 million 5% convertible
subordinated notes due in August 2004. These transactions will
improve financial flexibility by extending debt maturities and
increasing available liquidity.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating on Tower. The outlook is negative. At March 31,
2004, total outstanding debt, excluding $259 million of
intercompany debt owed to Tower Automotive Capital Trust in
connection with the issuance of trust convertible preferred
securities, stood at about $1.1 billion.

"Ratings could be lowered should the timing of benefits to be
derived from actions to turn the business around be delayed,
resulting in the deterioration of credit statistics," said
Standard & Poor's credit analyst Daniel DiSenso.

Tower is a leading supplier of vehicle structural components and
assemblies to the cyclical and intensely competitive automotive
supply industry.

The new management team is taking aggressive steps to reduce costs
and improve efficiencies, including rationalizing North American
operations, creating a global purchasing/manufacturing function,
and strengthening its program launch and management teams.
Management is also performing a strategic assessment of the
company, including an evaluation of all assets and investments.

Over the next two years debt (adjusted to include the present
value of operating leases and treating its convertible trust
preferred securities as equity) to EBITDA should strengthen to 4x-
4.5x from the 2003 5.2x level, and funds from operations to
adjusted debt, which stands at 12%, should remain in the 10%-15%
range. Standard & Poor's also expects Tower to maintain adequate
liquidity to fund operating needs and to execute its business
repositioning plans.


TRICO MARINE: S&P Junks Issuer & Sr. Ratings with Negative Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issuer credit and
senior unsecured ratings on oil and gas equipment services
provider Trico Marine Services Inc. to 'CC' and 'C', respectively.
At the same time, Standard & Poor's revised the CreditWatch
listing to negative from developing.

As of Dec. 30, 2003, Houma, Louisiana-based Trico had about $380
million of debt.

"The rating action follows the announcement that Trico will not
make its $11.1 million senior notes interest payment due May 15,
2004, and instead will use a 30-day grace period to continue its
announced study of strategic alternatives for the company,
including the possible restructuring or refinancing of the senior
notes," noted Standard & Poor's credit analyst Paul B. Harvey.

Standard & Poor's views Trico's failure to make its scheduled
interest payment as an event of default, although indentures on
the $250 million senior notes allow a 30-day grace period before
Trico would be in default. As such, on missing the May 15 payment,
the ratings on Trico and the senior notes would be lowered to 'D'.
If Trico makes the interest payment within the 30-day grace
period, Standard & Poor's would reevaluate its ratings and outlook
on Trico.


TRISTATE BELL INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Tristate Bell Inc.
             dba Connectel
             1575 50th Street
             Brooklyn, New York 11219

Bankruptcy Case No.: 04-16896

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      Connect Tel Inc.                           04-16895

Type of Business: The Debtor operates a phone card
                  business from their premises in Brooklyn,
                  New York.

Chapter 11 Petition Date: May 10, 2004

Court: Eastern District of New York (Brooklyn)

Judge: Elizabeth S. Stong

Debtors' Counsel: Mark A. Frankel, Esq.
                  Backenroth Frankel & Krinsky LLP
                  489 Fifth Avenue, 28th Floor
                  New York, NY 10017
                  Tel: 212-593-1100
                  Fax: 212-644-0544

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Global Crossing                            $830,046
c/o Weil Gothsal et al.
767 Fifth Avenue
New York, NY 10153

Verizon                                    $536,149
201 Stanwix Street
6th Floor
Pittsburgh, PA 15222

WCBS AM                                     $59,758

Dollar Phone Corp.                          $23,083

Pitney Bowes Credit Corp.                   $17,973

Platform Experts                             $9,750

MSCI                                         $9,000

Aerobeep & Voicemail Service                 $7,120

Wiley Rein & Fielding LLP                    $7,070

Spark Security & Electron                    $6,611

Cablevision Advertising                      $6,000

Meyer Rispler & Co.                          $5,350

CacheQuest/Am Agencies                       $4,375

SNET DG Inc.                                 $2,919

Wolf Block                                   $2,496

Rimberg & Associates, PC                     $2,215

Verizon                                      $1,962

Admor's Officeworld Inc.                     $1,822

EZP Inc.                                     $1,788

Equifax Credit Market Service                $1,751


UNITED AGRI: S&P Lowered Corporate Credit Rating to B from B+
-------------------------------------------------------------
Standard & Poor's Ratings Services said lowered its corporate
credit rating on crop protection and agriculture distributor
United Agri Products Inc. to 'B' from 'B+'.

It also lowered the rating on UAP's existing $500 million senior
secured revolving credit facility to 'B+' from 'BB-'. The lower
ratings reflect the company's anticipated more aggressive
financial profile after its parent company, UAP Holdings Corp.,
proposed a $625 million issuance of income deposit securities
(IDS).
     
At the same time, Standard & Poor's assigned a rating of 'CCC' to
the senior subordinated notes of UAP Holdings Corp. The ratings on
UAP Holdings' existing senior discount notes have been lowered to
'CCC+' from 'B-', while the ratings on United Agri Products'
senior unsecured notes have been lowered to 'B-' from 'B'.
However, these ratings will be withdrawn upon issuance of the
income deposit securities, which will be used to retire the debt.

UAP Holdings' proposed $625 million IDS issuance will consist of
common stock and subordinated notes.

The new bank loan and subordinated debt ratings are based on
preliminary offering statements and are subject to review upon
final documentation. The ratings on both UAP and UAP Holdings have
been removed from CreditWatch, where they were placed April 13,
2004.

"Standard & Poor's believes that the IDS structure reflects a more
aggressive financial policy," said Standard & Poor's credit
analyst Ronald Neysmith. "Previously, UAP did not pay dividends on
its common stock. However, as a result of the IDS offering, UAP
will be distributing roughly 75% of its cash flow as interest and
dividends, thereby materially reducing financial flexibility."

In addition, Standard & Poor's views the common equity within the
IDS structure as providing less flexibility than traditional
common equity issued independently, given the strong incentive for
the issuer to deliver the stated yield that is a feature of the
IDS product. As a result, the structure limits UAP's ability to
weather potential operating challenges and also reduces the
likelihood for future deleveraging.

Standard & Poor's has assigned its 'B+' senior secured bank loan
rating and a '1' recovery rating to UAP's proposed $500 million
asset-based loan facility due 2009. The asset-based loan facility
is rated one notch above the corporate credit rating. This and the
'1' recovery rating indicate that lenders can expect full recovery
of principal in the event of a bankruptcy. The $150 million
second-lien term loan is assigned a 'B' bank loan rating and a
recovery rating of '2', which reflects an expectation of
substantial recovery of principle (80%-100%) in a default or
bankruptcy scenario.

Standard & Poor's also assigned its 'CCC' rating to UAP's proposed
$320 million senior subordinated notes due 2014.
     
The outlook on Greeley, Colorado-based UAP is negative. About $486
million of lease-adjusted total debt is expected to be outstanding
at closing.

The ratings reflect UAP's high debt leverage and its participation
in a highly variable and competitive farm supply industry.
Somewhat mitigating these factors is the company's national
distribution channels and defendable market share.

UAP, with about 350 distribution centers, is a leading national
supplier of crop production inputs and services to farmers.
Approximately 66% of UAP sales come from crop protection chemicals
(fungicides, herbicides, and insecticides) in which the company
holds leading market shares by region.


UNITED AIRLINES: Files 1st Reorganization Status Report with Court
------------------------------------------------------------------
In a Status Report filed with the Court, James H.M. Sprayregen,
Esq., at Kirkland & Ellis, says that the United Airlines, Inc.
Debtors "continue to apply the tools available in Chapter 11 to a
range of complex issues in its efforts to transform itself into a
competitive and sustainable enterprise for the long term."  
However, "there is still work that remains to be completed."  The
current industry landscape represents "the most challenging
business environment in the history of aviation."

Mr. Sprayregen informs the Court that recent fuel price increases
have negatively affected all carriers.  Due to the Debtors'
impaired ability to employ hedging instruments, expenditures for
aviation fuel in 2004 will be approximately $450,000,000 more
than budgeted in the December 2003 business plan.

The Debtors have rejected 108 leases, realizing $26,900,000 in
annual savings.  The Debtors have assumed seven leases, including
airport leases at Reagan National, Washington Dulles, Denver
International and San Francisco.  However, the Debtors cannot
make final decisions on several unexpired leases, mostly
comprised of airport gate and use agreements, because of
unresolved issues that will determine the nature and extent of
operations at particular airports.  Over 450 of the Debtors'
remaining 600 unexpired leases were for on-airport locations,
like terminal facilities, cargo facilities, flight kitchens,
maintenance facilities, hangars and fuel farms.  The balance
consists of off-airport locations like reservation centers, city
ticket offices, sales centers, hotels and office space.  The
Debtors have distributed "cure stipulation proposals" to 65
airport authority lessors to reduce potential cure costs or
amortize the costs over time to improve cash flow.

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


URS CORP: S&P Upgrades Low-B Ratings and Removes CreditWatch
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior secured bank loan ratings on URS Corp. to 'BB' from 'BB-'.
At the same time, Standard & Poor's raised the senior unsecured
and senior subordinated debt ratings to 'B+' from 'B'. The ratings
were removed from CreditWatch, where they were placed on March 31,
2004. The outlook is positive.

The San Francisco, California-based engineering services
provider's total debt (including present value of operating
leases) outstanding at Jan. 31, 2004, pro forma its equity
offering was about $834 million.

"The upgrade reflects decreased leverage and improved financial
flexibility upon completion of URS' equity offering as well as the
expectation that the company will exercise a somewhat less
aggressive financial policy in the future," said Standard & Poor's
credit analyst Heather Henyon. "Management's commitment to a more
conservative financial profile could lead to metrics exceeding
Standard & Poor's expectations in the intermediate term,
potentially leading to a ratings upgrade."

URS is a leading provider of specialized engineering services,
including planning, engineering, architectural, construction, and
operations and maintenance (O&M). These services are geared toward
the transportation, hazardous waste, water, military, general
commercial, and industrial markets. Growth has been driven by the
trends of outsourcing and vendor consolidation, which are
occurring in a variety of industrial markets. The private
hazardous-waste market is experiencing pricing pressures, and
municipal and state infrastructure markets bottomed out in 2003
and are beginning to stabilize. Over the intermediate term, the
company's key end-markets should experience GDP-like growth.


US AIRWAYS: Negotiates Waiver of Credit Rating Conditions
---------------------------------------------------------
A key component of US Airways' strategy is the increased usage of
regional jets.  US Airways uses regional jets to fly into low-
density markets where large-jet flying is not economical as well
as to replace turbo-props with regional jets to better meet
customer preferences.  In May 2003, US Airways entered into
agreements to purchase a total of 170 regional jets from
Bombardier, Inc., and Empresa Brasileira de Aeronautica S.A.  
US Airways secured financing commitments from General Electric
Capital Corporation and from the airframe manufacturers for 85%
to 90% of these jets.  These commitments are subject to certain
credit standards or financial tests, including the requirement
that US Airways maintains a minimum corporate credit rating of
"B-" by Standard & Poor's or "B3" by Moody's Investor Service, as
well as customary conditions precedent.

In a regulatory filing with the Securities and Exchange
Commission on May 8, 2004, Anita P. Beier, US Airways' Chief
Accounting Officer, reports that, on April 30, 2004, the airline
and GE Capital agreed to certain changes in their regional jet
financing agreement.  These changes provided new conditions
precedent for financing for scheduled aircraft deliveries through
September 30, 2004.  The new conditions precedent replace an
existing no material adverse change condition precedent with:

      (i) a no MAC since April 30, 2004 condition precedent;

     (ii) certain specific financial tests; and

    (iii) other conditions precedent.

The financial tests include, but are not limited to, compliance
with financial covenants in the ATSB Loan concerning fixed charge
ratios and ratios of indebtedness to earnings before interest,
debt, and aircraft rent (EBITDAR), as well as minimum EBITDAR
requirements for the airline.

GE Capital's financing commitment with respect to regional jets
through September 30, 2004 is also conditioned on US Airways
being permitted under its ATSB Loan to use its regional jets
financed by GE utilizing mortgage debt as cross collateral for
the airline's other obligations to GE Capital.  In addition, the
April 30 amendment contains a provision for financing regional
jet deliveries beyond September 30 subject to revised conditions
precedent based on the successful implementation of US Airways'
transformation plan and the expected financial performance of the
restructured Company, both in a manner acceptable to GE Capital.

On May 5, 2004, S&P downgraded US Airways' corporate credit
ratings to CCC+.  As a result of the downgrade, GE Capital,
Embraer and Bombardier have the right to discontinue financing
US Airways' regional jet purchases, unless the airline is able to
meet alternative minimum financial tests.

According to Ms. Beier, US Airways is not yet able to determine
whether it meets these tests.  The airline does not presently
have alternative sources of financing regional jet purchases nor
does it have the ability to purchase regional jets without
financing.

US Airways is in negotiations with GE Capital and the aircraft
manufacturers to amend or waive the credit rating condition
precedent, as well as the alternative minimum financial tests, if
necessary.  If US Airways is unable to meet the alternative
minimum financial tests or unsuccessful in obtaining the waivers
or amendments, the airline would be required to pay cancellation
fees and liquidated damages of up to $90,000,000 for the
remainder of 2004, and $21,000,000 in 2005 if it is unable to
obtain financing for the regional jet aircraft scheduled to be
delivered during those periods.

In the event that US Airways is unable to obtain financing, Ms.
Beier says it will likely be unable to execute its regional jet
business plan, which would in turn likely have a material adverse
effect on the airline's future liquidity, results of operations
and financial condition. (US Airways Bankruptcy News, Issue No.
54; Bankruptcy Creditors' Service, Inc., 215/945-7000)


UTEX INDUSTRIES: Looks to Strategic Capital for Financial Advice
----------------------------------------------------------------
Utex Industries, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Texas, Houston Division, for permission to
retain Strategic Capital Corporation as its financial advisor.

In its capacity as the Debtor's financial advisor, Strategic
Capital will:

   a. advise and counsel regarding the management of corporate
      activities including, without limitation, the development
      of strategic and tactical business plans and processes,
      control of cash and commitments for expenditures;

   b. review prepetition financial statements, cash flow
      analysis, accounts receivable, accounts payable, inventory
      and related sales and financial projections and assistance
      in preparation of all statements and schedules, as
      required in any Initial Report to the United States
      Trustee;

   c. assist with the preparation and conduct of negotiation
      with creditors, noteholders, potential sources of
      financing or parties interested in acquiring certain
      assets of the Debtor;

   d. assist with the preparation and analysis of any related
      valuations, business plans and disclosure statements and
      in conjunction with counsel a Plan of Reorganization;

   e. provide expert testimony and assisting in lawsuits or
      adversary proceedings;

   f. assist with analysis of sales of various assets of Debtor
      and/or its subsidiaries, if required;

   g. assist in the preparation of an information package to
      possible debtor-in-possession financial institutions and
      negotiation of any resulting agreements; and

   h. assist with such other matters as management or counsel
      for the Debtor may require.

Strategic Capital's hourly billing rates are:

         Professional              Hourly Rate
         ------------              -----------
         H. Malcolm Lovett, Jr.    $350 per hour
         Managing Directors        $240 to $275 per hour
         Senior Associates         $200 to $230 per hour
         Associates                $90 to $140 per hour
         Administrative Staff      $75 per hour

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


VLASIC FOODS: Gains $405K in Graphic Packaging Dispute Settlement
-----------------------------------------------------------------
The Debtors, VFB, LLC, and Graphic Packaging International, Inc.,
successor-in-interest to Graphic Packaging Corporation, want to
settle and compromise all claims and disputes among them.

Accordingly, the parties stipulate and agree that:

   (a) As settlement amount, Graphic Packaging will pay VFB
       $405,000 in immediate funds;

   (b) Upon payment of the Settlement Amount, the parties will
       exchange mutual releases;

   (c) Graphic Packaging's Claim will be deemed withdrawn, with
       prejudice, and will be expunged from the claims register;
       and

   (d) The Adversary Proceeding will be dismissed with prejudice.

Judge Walrath approves the Stipulation and closes the Adversary
Proceeding. (Vlasic Foods Bankruptcy News, Issue No. 42;
Bankruptcy Creditors' Service, Inc., 215/945-7000)  


WALTHER NEIGHBORHOOD: Case Summary & 7 Unsecured Creditors
----------------------------------------------------------
Debtor: Walther Neighborhood Restoration, Inc.
        13017 Wisteria Drive, #321
        Germantown, Maryland 20874

Bankruptcy Case No.: 04-21039

Type of Business: The Debtor is engaged in the business of
                  Housing Development.

Chapter 11 Petition Date: May 4, 2004

Court: District of Maryland (Baltimore)

Judge: James F. Schneider

Debtors' Counsel: George M. Oswinkle, Esq.
                  4316 Belair Road
                  Baltimore, MD 21206
                  Tel: 410-485-0661

Total Assets: $1,069,600

Total Debts:  $7,033,897

Debtor's 7 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
PSN, LLC                      Bank Loan               $5,132,857
c/o David Cohen, Esq.
334 St. Paul Place
Baltimore, MD 21202

City of Baltimore             Utility expense           $210,830
Bureau of Treasury

City of Baltimore             Housing licenses &         $72,130
Department of Housing         Misc. Charges

Charles Bennett               Loan                      $150,000

G.F. & R. Inc.                Ground Rent                $36,000

Baltimore Gas & Elec.         Utility Expense            $16,185

Cockey's Enterprises, Inc.    Trash Expense                 $950


WEIRTON STEEL: FW Holdings Taps Huddleston as Local Counsel
-----------------------------------------------------------
FW Holdings, Inc., seek the Court's authority to employ
Huddleston, Bolen, Beatty, Porter & Copen, LLP, as its local
counsel, in association with Greenebaum Doll & McDonald, PLLC,
nunc pro tunc to April 15, 2004.

Bailey, Riley, Buch & Harmon, LC, can't continue serving as FW
Holdings' local counsel due to a potential conflict.

FW Holdings expect Huddleston to:

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

   (e) provide all other legal services required by FW Holdings
       and assist FW Holdings in discharging its duties as a
       debtor-in-possession in connection with the Chapter 11
       case.

FW Holdings will pay Huddleston a $5,000 retainer.  Huddleston
propose to keep the retainer in its escrow account until its
final fee application is ruled by the Court or the Court
otherwise orders its distribution.  FW Holdings will pay fees to
Huddleston based on the time spent in rendering the legal
services.  

FW Holdings will be charged with the same hourly rates that
Huddleston charges its other clients.  The current standard
hourly rates of the attorneys and paralegals expected to perform
legal services range from $75 to $225 per hour, subject to
periodic adjustment.  FW Holdings will also reimburse Huddleston
for the actual out-of-pocket expenses that it incurs in rendering
its services.

Thomas H. Gilpin, Esq., a member of Huddleston, reports that all
firm members, associates, paralegals, law clerks and secretaries
who provide services to FW Holdings will maintain billing
records, setting forth complete and detailed activity
descriptions, including a time allotment billed in increments of
one-tenth of an hour.  Each activity will include a description
of the type and subject matter of the activity undertaken and
activity descriptions will not be lumped.  Travel time will be
separately described, work performed while traveling will so
indicate and all meetings, hearings and computer assisted legal
research for which time is billed will be identified.  Activity
descriptions will be presented chronologically within each
project category and will contain a descriptive billing code.

Mr. Gilpin assures the Court that Huddleston 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 STEVENS: Wants Until Nov. 30 to Make Lease Decisions
--------------------------------------------------------------
The WestPoint Stevens Inc. Debtors ask the Court to further extend
the period within which they may assume or reject their unexpired
leases through and including November 30, 2004.

John J. Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, in New  
York, relates that the Debtors have reduced the number of their  
Unexpired Leases from 82 to 63 since the Petition Date.

Mr. Rapisardi asserts that a reasoned determination as to all
Unexpired Leases cannot be made at this critical stage in the
Debtors' Chapter 11 cases.  The Debtors' management -- with the
assistance of Kurt Salmon Associates, Inc., and the Debtors'
other professionals -- is in the process of re-examining global
business strategies and developing an overall business plan for
emergence from Chapter 11.  These determinations will necessarily
impact the value to the Debtors' estates of certain Unexpired
Leases and may affect the Debtors' decision whether to assume or
reject the Unexpired Leases.  Although the Debtors' Unexpired
Leases are currently necessary for the continued operation of
their businesses, in light of the potential fundamental changes
to the Debtors' operations arising from Kurt Salmon's analysis,
it is imperative that the Unexpired Leases continue to be
reviewed in conjunction with the Debtors' ultimate restructuring
plan before a final determination can be made with respect to the
assumption or rejection of each individual Unexpired Lease.

Mr. Rapisardi contends that the Debtors should not be compelled
to make precipitous decisions regarding the assumption or
rejection of the Unexpired Leases.  Inadequate time for making
informed decisions may result in an inadvertent rejection of a
valuable lease or a premature assumption of a burdensome lease.
In the absence of an extension, the Debtors will be compelled to
assume their Unexpired Leases to avoid rejecting potentially
valuable assets, with the resultant imposition of potentially
substantial administrative expenses.

Mr. Rapisardi assures the Court that an extension will not
prejudice the Lessors as the Debtors have remained current and
fully intend to remain current with respect to all outstanding
postpetition obligations under the Unexpired Leases.  
Furthermore, the Debtors do not intend to wait until the end of
the proposed extension period to make a determination as to the
assumption or rejection of the Unexpired Leases.  Rather, the
Debtors will continue to evaluate the Unexpired Leases on an
ongoing basis as expeditiously as practicable and will file
appropriate motions as soon as informed decisions can be made.
(WestPoint Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
Service, Inc., 215/945-7000)  


WILLIAMS: S&P Rates $1 Billion Revolving Credit Facility at BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating and a
recovery rating of '1' to Williams Cos. Inc.'s (B+/Negative/--)
$1 billion senior secured revolving credit facility due 2007.

The revolver will primarily be used as standby liquidity to manage
commodity risk across all of Williams' business units.

The Tulsa, Oklahoma-based integrated natural gas company had about
$11 billion of debt outstanding as of March 31, 2004.
    
"The negative outlook reflects Williams' weak financial ratios.
However, if the ratios improve as forecast in 2004 due to
significant debt reduction, the outlook could be revised in the
near term and the rating could improve during the outlook's three-
year time horizon," said Standard & Poor's credit analyst Jeffrey
Wolinsky.

"On the other hand, if cash usage at the company's Power
subsidiary is considerably higher than expectations or financial
ratios fall considerably below expectations, the rating could be
lowered," added Mr. Wolinsky.

The corporate credit rating on Williams reflects the company's
highly leveraged financial condition, the uncertain financial
performance of its Power subsidiary (formerly known as Energy
Marketing and Trading), and the consolidated creditworthiness of
its own operations and those of its subsidiaries.

The risks are partially offset by a substantial debt reduction
plan, an improving liquidity profile, and the stability of its
FERC-regulated natural gas pipeline business.

The 'BB-' rating on the revolver is one notch higher than the
corporate credit rating on Williams. This and the '1' recovery
rating indicate a high expectation of full recovery of principal
in the event of a default.


WOMEN FIRST: Gets OK to Pay Vendors' $100,000 Prepetition Claims
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
stamp of approval to Women First Healthcare, Inc.'s request to pay
the prepetition claims of its critical vendors.   

On the Petition Date, the Debtors owed an aggregate amount of
$100,000 for prepetition goods and services provided by the
critical vendors.

The Debtor has identified certain Critical Vendors who are
absolutely essential to its business operations.  Replacing such
Critical Vendors may, as a result of market conditions, be
disruptive, expensive or impossible for the Debtor, or involve
costs that would exceed the amount of the prepetition liability.

The Critical Vendors fall into three principal categories:

   a. Cash Collection and Handling:
      1) ADP,
      2) Wells Fargo Bank,

   b. Inventory Supply and Distribution, and Third Party Sales:
      1) Aaron Thomas Company, Inc.,
      2) BAX Global,
      3) UPS Supply Chain Management, Inc., and

   c. Business Operations that provides administrative assistant
      to the Chief Financing Officer and the Vice President.

The Debtor believes that any interruption in the supply of
critical goods and services would immediately jeopardize its
ability to maintain its operations and, in turn, consummate the
proposed sales of the assets during the chapter 11 case. Under
these circumstances, the Debtor believes that it is best to pay
the Critical Vendors to ensure that the necessary goods and
services continue to be supplied without interruption on a
postpetition basis.

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: Wants Court Nod to Expand Gibson Dunn's Legal Scope
-----------------------------------------------------------------
The Worldcom, Inc. Debtors seek the Court's permission to expand
the scope of Gibson, Dunn & Crutcher, LLP's employment as special
counsel, nunc pro tunc to July 29, 2003.  The Debtors seek to
engage Gibson Dunn in these additional tasks:

A. Ethics Office Support

   Gibson Dunn provided support to the Debtors' Ethics Office
   during the Ethics Office's Court-suggested expansion.  With
   that support, the Debtors asked Gibson Dunn to staff their
   confidential whistleblower line, respond to inquiries to the
   Ethics Office, and conduct internal investigations based on
   reports to the Ethics Office.

B. Clear World Investigation

   The Debtors asked Gibson Dunn to:

   (1) assist in investigating an ethics complaint;

   (2) represent them in related depositions; and

   (3) evaluate their potential exposure arising out of a
       contract with Clear World Communications Corp.

C. Network Enhanced Technologies

   Gibson Dunn will assist the Debtors in efforts to obtain
   payment of an administrative expense claim against Network
   Enhanced Technologies, which is currently in its own Chapter
   11 case.

D. Department of Justice

   Gibson Dunn will assist in the production of documents sought
   by the U.S. Department of Justice and other evidence relating
   to alleged collusion among telecommunications companies
   headquartered in a foreign nation.

Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges, LLP, in New
York, tells the Court that Gibson Dunn has the requisite
expertise to perform the Expanded Scope of Work.  These areas of
expertise include antitrust, procurement fraud, financial
institution fraud, securities fraud, state and federal
environmental violations and regulatory compliance, health care
fraud, immigration fraud, tax offenses, RICO, money laundering,
and civil and criminal forfeiture proceedings.

Gibson Dunn's compensation will be based on the hourly rates of
the firm's professionals, subject to periodic adjustment for
normal rate increases and promotions.  The Firm's hourly billing
rates are:

                Partners           $445 - 850
                Associates          210 - 485
                Paralegals           85 - 260

Wayne A. Schrader, Esq., a member of Gibson & Dunn, assures the
Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

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)  


WRENN ASSOCIATES: William S. Gannon Serves as Bankruptcy Counsel
----------------------------------------------------------------
Wrenn Associates, Inc., is asking the U.S. Bankruptcy Court for
the District of New Hampshire for approval to retain William S.
Gannon PLLC as its chapter 11 counsel.

The Debtor anticipates William S. Gannon, Esq., will:

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

   b) assist Debtor as debtor-in-possession to develop a plan
      pursuant to 11 U.S.C. Section 1121 and Section 1123, and
      to negotiate with the creditors' committees and creditors,
      as necessary;

   c) file necessary adversary proceedings for avoidance and
      recovery of preferential and, or fraudulent transfers,
      turnover of property of the estate, objections to
      allowance of claims, etc.;

   d) represent the Debtor as debtor-in-possession in all
      proceedings before the Court;

   e) prepare on behalf of the Debtor as debtor-in-possession
      necessary applications, answers, orders, reports, and
      legal papers; and

   f) perform all other legal services for the Debtor which may
      be necessary herein.

The hourly rates to be charged by the Firm will range from
$65 to $300 per hour.  The Debtor paid the Firm approximately
$7,000 for bankruptcy advice and guidance it provided during the
30 days preceding the Petition Date.

Headquartered in Merrimack, New Hampshire, Wrenn Associates, Inc.
-- http://www.wrenn.com/-- is a construction management firm.   
The Company filed for chapter 11 protection on
April 16, 2004 (Bankr. D. N.H. Case No. 04-11408).  William S.
Gannon, Esq., represents the Debtor in its restructuring efforts.  
When the Company filed for protection from its creditors, it
listed $4,037,000 in total assets and $7,778,494 in total debts.


* Perlmuter & Mendeles Join Trenwith's Corp. Restructuring Group
----------------------------------------------------------------
Trenwith Securities, LLC, an independent investment banking
affiliate of BDO Seidman LLP, one of the nation's leading
professional service organizations, has announced that
Ira J. Perlmuter and Robert Mendeles have joined the firm's
Corporate Restructuring Group as managing directors. The two new
hires, each based in the firm's New York office, will be
responsible for advising Trenwith clients on in- and out-of-court
debt restructurings, capital raising, bankruptcy and distressed
M&A, and bankruptcy advisory work.

"The addition of Ira and Bob to our team will augment Trenwith's
existing corporate restructuring capabilities," said Ron
Ainsworth, President of Trenwith Securities. "During the difficult
economy of the past few years, Trenwith has assisted numerous
clients in successfully marketing the assets of distressed
businesses. With the addition of these two very experienced
professionals, we will be able to further expand the advisory
services we can provide our clients in the restructuring arena."

Ira J. Perlmuter, 41, is a Managing Director in Trenwith's New
York office, and will lead the firm's East Coast Bankruptcy and
Restructuring practice. Prior to joining Trenwith, Ira founded and
ran Cove Capital Advisors, Inc., a boutique financial
restructuring and turnaround advisory firm that advised on over $6
billion of assignments for JP Morgan Chase Bank, Korea Exchange
Bank, Metropolitan National Bank, Korea Asset Management
Corporation, Epstein, Becker & Green, PC, and numerous private
clients. Cove Capital also served as Creditor Trustee of the $600
million, Daewoo International (America) Corp. Creditor Trust.
Prior to founding Cove Capital, Ira was a Vice President in The
Chase Manhattan Bank's Restructuring Group where he restructured
and/or sold over $1.5 billion of troubled debt. A member of the
Turnaround Management Association and the American Bankruptcy
Institute, Mr. Perlmuter received a BA in Psychology from Brandeis
University and an MBA in Finance from the Stern School of Business
at NYU.

Robert Mendeles, 44, is a Managing Director of the New York office
and has been a banker in the financial institutions and financial
restructuring sectors for over fifteen years. Prior to joining
Trenwith, Bob ran the Financial Institutions Lending Group at
Canadian Imperial Bank of Commerce ("CIBC") where he was
responsible for the restructurings of Conseco and Finova. He began
his banking career in 1986 in the Real Estate Group at The Chase
Manhattan Bank, N.A., where he specialized in mortgage companies
and other specialty finance companies. In that capacity, Bob was
the banker on the $5 billion, Lomas bankruptcy. In 1993, Mr.
Mendeles joined Union Bank of Switzerland (UBS) to start and co-
head a new specialty-finance lending unit; Bob grew the unit's
loan portfolio to $1.5 billion. At UBS, Bob was responsible for
the multi-billion dollar United Companies, Avis Rent-A-Car and
Conti-Mortgage restructurings. He holds an MBA from Fordham
University and is a member of the Turnaround Management
Association and American Bankruptcy Institution.

               About Trenwith Securities LLC

Trenwith Securities is a premier investment banking firm serving
the middle market through institutional private placements of
subordinated debt and equity, M&A advisory services, corporate
restructuring services, recapitalizations and private equity
investments. Established in 1981, the firm maintains a domestic
presence in five U.S. offices while providing clients access to
the global marketplace through approximately 600 BDO international
offices around the world. Trenwith is an independent investment
banking affiliate of BDO Seidman, LLP, a member firm of BDO
International. For more information visit http://www.trenwith.com/

  
                           *********

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-
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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 ***